EXHIBIT 31.2
                                                                    ------------

                                 CERTIFICATIONS

I, Harle B. Green, certify that:

     1.   I  have  reviewed  this  quarterly  report  on  Form 10-QSB of Gateway
          Bancshares,  Inc.  and  Subsidiary.

     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 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
          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.


August 7, 2004


                                                     /s/ Harle B. Green
                                                     ---------------------
                                                         Harle B. Green
                                                         Chairman and CFO


<PAGE>