Exhibit 31.2
RULES 13a-14(a) AND 15d-14(a) CERTIFICATION OF THE PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER


                                 CERTIFICATIONS
                                 --------------


I, Deborah F. McLeod, certify that:

     1.       I have reviewed this quarterly report on Form 10-QSB of Chestatee
              Bancshares, Inc.;

     2.       Based on my knowledge, this report does not contain any untrue
              statement of a material fact or omit to state a material fact
              necessary to make the statements made, in light of the
              circumstances under which such statements were made, not
              misleading with respect to the period covered by this report;

     3.       Based on my knowledge, the financial statements, and other
              financial information included in this report, fairly present in
              all material respects the financial condition, results of
              operations, and cash flows of the small business issuer as of, and
              for, the periods presented in this report;

     4.       The small business issuer's other certifying officer and I are
              responsible for establishing and maintaining disclosure controls
              and procedures (as defined in Exchange Act Rules 13a-15(e) and
              15d-15(e)) and internal control over financial reporting (as
              defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
              small business issuer and have:

                      (a) Designed such disclosure controls and procedures, or
                      caused such disclosure controls and procedures to be
                      designed under our supervision, to ensure that material
                      information relating to the small business issuer,
                      including its consolidated subsidiary, is made known to us
                      by others within those entities, particularly during the
                      period in which this report is being prepared;

                      (b) Designed such internal control over financial
                      reporting, or caused such internal control over financial
                      reporting to be designed under our supervision, to provide
                      reasonable assurance regarding the reliability of
                      financial reporting and the preparation of financial
                      statements for external purposes in accordance with
                      generally accepted accounting principles;

                      (c) Evaluated the effectiveness of the small business
                      issuer's disclosure controls and procedures and presented
                      in this report our conclusions about the effectiveness of
                      the disclosure controls and procedures, as of the end of
                      the period covered by this report based on such
                      evaluation; and

                      (d) Disclosed in this report any change in the small
                      business issuer's internal control over financial
                      reporting that occurred during the small business issuer's
                      most recent fiscal quarter that has materially affected,
                      or is reasonably likely to materially affect, the small
                      business issuer's internal control over financial
                      reporting; and

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     5.       The small business issuer's other certifying officer and I have
              disclosed, based on our most recent evaluation of internal control
              over financial reporting, to the small business issuer's auditors
              and the audit committee of the small business issuer's board of
              directors:

                      (a) All significant deficiencies and material weaknesses
                      in the design or operation of internal control over
                      financial reporting which are reasonably likely to
                      adversely affect the small business issuer's ability to
                      record, process, summarize and report financial
                      information; and

                      (b) Any fraud, whether or not material, that involves
                      management or other employees who have a significant role
                      in the small business issuer's internal control over
                      financial reporting.


October 12, 2004


                                 /s/ Deborah F. McLeod
                                 ---------------------
                                 Deborah F. McLeod, CFO
                                 (Principal Financial and Accounting Officer)