**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) ofPenns Woods Bancorp, Inc. (the “Company”), certify that:

 

1.     I have reviewed this quarterlyreport on Form 10-Q of the Company;

 

2.     Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.     Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for,the periods presented in this report;

 

4.     The Company’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)), and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d(f)) for the Company and have:

 

a.     designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during the periodin which this report is being prepared;

 

b.     designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of the financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c.     evaluated theeffectiveness of the Company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

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

 

2.     The Company’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Company’sauditors and the audit committee of Company’s Board of Directors:

 

a.     all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financialinformation; and

 

b.     any fraud,whether or not material, that involves management or other employees who have asignificant role in the Company’s internal control over financial reporting.

 

 
| Date:  May 9, 2006 | /s/  Brian L. Knepp                                        |   |
|--------------------|------------------------------------------------------------|--------|
|               | Vice President of Finance   (Principal Accounting Officer) |

 

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