**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;

1.          TheCompany’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)), and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d(f)) for the Company andhave:

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 first fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting;

2.          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.               allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Company’s ability to record, process, summarize and reportfinancial 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: May 10, 2007 |   |  /s/ Brian L. Knepp                                 |
|--------------------|--------|----------------------------------------------------------|
|               |   | Vice President of Finance  (Principal Financial Officer) |

 

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