SECTION 302 CERTIFICATION

         I, Craig W. Yates, President and Chief Executive Officer, certify that:

1.   I  have  reviewed  this  annual  report  on  Form  10-K  of  FMS  Financial
     Corporation;

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 Rule 13a-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  (as defined in Exchange Act Rules
          13a-15(f))  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 issuer's other  certifying  officer and I have disclosed,  based on our
     most recent evaluation of internal control over financial reporting, to the
     issuer's  auditors  and  the  audit  committee  of the  issuer'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 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 issuer's internal control
          over financial reporting.



Date:  March 24, 2005                   /s/Craig W. Yates
                                        ----------------------------------------
                                        Craig W. Yates
                                        President and Chief Executive Officer


<PAGE>

                            SECTION 302 CERTIFICATION

         I,  Channing L. Smith,  Vice  President  and Chief  Financial  Officer,
certify that:

1.   I  have  reviewed  this  annual  report  on  Form  10-K  of  FMS  Financial
     Corporation;

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 Rule 13a-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  (as defined in Exchange Act Rules
          13a-15(f))  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 issuer's other  certifying  officer and I have disclosed,  based on our
     most recent evaluation of internal control over financial reporting, to the
     issuer's  auditors  and  the  audit  committee  of the  issuer'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 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 issuer's internal control
          over financial reporting.



Date: March 24, 2005                  /s/Channing L. Smith
                                      ------------------------------------------
                                      Channing L. Smith
                                      Vice President and Chief Financial Officer