**Exhibit 31(ii)**

Rule13a-14(a)/Rule 15d-14(a) Certification of Principal Financial Officer

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

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

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

3.               Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Company as of, and for, the periods presentedin 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.               designedsuch disclosure 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 theperiod in which this report is being prepared;

b.              designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of the financial reporting andthe preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

c.               evaluatedthe effectiveness of the Company’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport 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 second 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.            any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theCompany’s internal control over financial reporting.
| Date: August 7, 2007 |   | /s/ Brian L. Knepp                                       |
|----------------------|--------|----------------------------------------------------------|
|                 |   | Vice President of Finance  (Principal Financial Officer) |

 

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