Exhibit 31.2

                                  CERTIFICATION


         I, Blake M. Edwards,  Chief  Financial  Officer of  Grayson Bankshares,
Inc., certify that:

         1.       I have reviewed this quarterly  report on Form 10-Q of Grayson
                  Bankshares, Inc.;

         2.       Based on my knowledge,  this quarterly 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
                  quarterly report;

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

         4.       The   registrant'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)) for the registrant 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  registrant,
                           including  its  consolidated  subsidiaries,  is  made
                           known  to  us  by  others   within  those   entities,
                           particularly   during   the   period  in  which  this
                           quarterly report is being prepared;

                  (b)      Evaluated  the   effectiveness  of  the  registrant's
                           disclosure  controls and  procedures and presented in
                           this  quarterly  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

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

         5.       The  registrant's   other   certifying   officer  and  I  have
                  disclosed,  based on our most  recent  evaluation  of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                  (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 registrant'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  registrant's   internal  control  over
                           financial reporting.




Date:  November 14, 2003                  /s/ Blake M. Edwards
                                       -----------------------------------------
                                          Blake M. Edwards
                                          Chief Financial Officer