Exhibit
31.2

CERTIFICATION BY CHIEF FINANCIAL
OFFICER PURSUANT TO 
RULE 13a  14(a)  /  15(d)  14 (a)

I, Frank N. Eubanks, the
Chief Financial Officer of Community Banks of Georgia, Inc. (the Small
Business Issuer), certify that:

|1. | I have reviewed this quarterly report on Form10-QSB of
  Community Banks of Georgia, Inc.;                                                                                                                                                                                                                                              
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|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;                      
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|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 small business issuer as of, and for, the periods presented in
  this report;                              
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|4. | The small business issuers other certifying officer
  and I are responsible for establishing and maintaining disclosure controls
  and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
  the small business issuers and have:                                                                                
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|   | a)                                                                                                                                                                                                                                                                                                                                      
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|   | b)                                                                                                                                                                                                                                                                                                                                      
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|   | c)                                                                                                                                                                                                                                                                                                                                      
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|5. | The small business issuers other certifying officer
  and I have disclosed, based on our most recent evaluation of internal control
  over financial reporting, to the small business issuers auditors and the
  audit committee of the small business issuers board of directors (or persons
  performing the equivalent functions):
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|   | a)                                                                                                                                                                                                                                                                                                                                      
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|   | b)                                                                                                                                                                                                                                                                                                                                      

|Date:  August
  13, 2004 | 
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|/s/ Frank N. Eubanks     | 
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|Frank N. Eubanks         | 
|Chief Financial Officer  |