Exhibit 31(i)

                   SECTION 302 CERTIFICATION

I, Ronald A. Walko, Chief Executive Officer, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of
         Penns Woods Bancorp, 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 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 12, 2003


                              /s/ Ronald A. Walko
                              ----------------------------------
                              Ronald A. Walko
                              Chief Executive Officer