**Exhibit 31(ii)**

Rule 13a-14(a)/Rule 15d-14(a) Certification of Principal AccountingOfficer

I, Brian L. Knepp, Vice President of Finance(Principal Accounting Officer) of Penns Woods Bancorp, Inc. (the “Company”),certify that:

1.               I have reviewed this quarterly report on Form10-Q of the Company;

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

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Company as of,and for, the periods presented in this report;

4.               The Company’s other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d(f)) for the Company and have:

a.               designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theCompany, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

b.              designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of the financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

c.               evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

d.              disclosedin this report any change in the Company’s internal control over financialreporting that occurred during the Company’s third fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting;

5.               TheCompany’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the Company’sauditors and the audit committee of Company’s Board of Directors:

a.               all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Company’s abilityto record, process, summarize and report financial information; and

b.              anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal control over financialreporting.
| Date:  November 7, 2006 | /s/ Brian L. Knepp            |   |   |
|------------------------------|-------------------------------|--------|--------|
|                         | Vice President of  Finance    |
|                         | (Principal Financial Officer) |

 

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