EXHIBIT 31.2

                                 CERTIFICATION


      I, Blake M. Edwards, certify that:

      1.    I  have  reviewed  this  quarterly  report  on Form 10-Q of Grayson
            Bankshares, 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  registrant  as  of, and for, the
            periods presented in this 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 report is being
                  prepared;

            (b)   Evaluated the effectiveness  of  the  registrant'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

            (c)   Disclosed  in  this  report any change  in  the  registrant's
                  internal  control  over  financial  reporting  that  occurred
                  during  the registrant's  most  recent  fiscal  quarter  (the
                  registrant's  fourth  fiscal quarter in the case of an annual
                  report) 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:  August 16, 2004
                                           /s/ Blake M. Edwards
                                           ------------------------------------
                                           Blake M. Edwards
                                           Chief Financial Officer