SECTION 302 CERTIFICATION

         I, James P. Wetzel, Jr., President and Chief Executive Officer, certify
that:

1.   I have  reviewed  this  annual  report  on  Form  10-K  of  PHSB  Financial
Corporation;

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 Rule 13a-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 (as defined in Exchange Act Rules  13a-15(f))
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 issuer's other  certifying  officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
issuer's auditors and the audit committee of the issuer'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 issuer'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 issuer's  internal  control
over financial reporting.


Date:  March 18, 2004                      /s/James P. Wetzel, Jr.
                                           -------------------------------------
                                           James P. Wetzel, Jr.
                                           President and Chief Executive Officer
<PAGE>

                            SECTION 302 CERTIFICATION

         I, Richard E. Canonge,  Vice  President,  Treasurer and Chief Financial
Officer, certify that:

1.   I have  reviewed  this  annual  report  on  Form  10-K  of  PHSB  Financial
Corporation;

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 Rule 13a-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 (as defined in Exchange Act Rules  13a-15(f))
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 issuer's other  certifying  officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
issuer's auditors and the audit committee of the issuer'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 issuer'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 issuer's  internal  control
over financial reporting.


Date: March 18, 2004               /s/Richard E. Canonge
                                   ---------------------------------------------
                                   Richard E. Canonge
                                   Vice President, Treasurer and Chief Financial
                                   Officer