**Exhibit 31(ii)**

 

Rule 13a-14(a)/Rule 15d-14(a) Certification of PrincipalFinancial Officer

 

I,Brian L. Knepp, certify that:

 

1.     I have reviewed thisquarterly report on Form 10-Q of Penns Woods Bancorp, Inc. (the “Company”);

 

2.               Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.               Based on my knowledge, thefinancial statements, and other financial information included in thisquarterly 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’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-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 such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the Company, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b.              designed such internal controlover financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of the financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c.               evaluated the effectivenessof the Company’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d.              disclosed in this report anychange in the Company’s internal control over financial reporting that occurredduring the Company’s third fiscal quarter that has materially affected, or isreasonably likely to materially affect, the Company’s internal control overfinancial reporting; and

 

5.               The Company’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the Company’s auditors and theaudit committee of Company’s Board of Directors:

 

a.               all significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the Company’sability to record, process, summarize and report financial information; and

 

b.              any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Company’s internal control over financial reporting.

 

 
| Date:  November 7, 2008 | /s/  Brian L. Knepp                                      |
|------------------------------|----------------------------------------------------------|
|                         | Chief  Financial Officer

(Principal  Financial Officer) |

 

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