Exhibit 31.2
            CERTIFICATION BY CHIEF FINANCIAL OFFICER
             PURSUANT TO RULE 13a-14(a)/15(d)-14(a)


I, Melissa L. Whitley, certify that:

  1. I  have  reviewed  this  annual  report on  Form  10-KSB  of
     Woodstock Financial Group, Inc.;

  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  Rules
     13a-15(e) and 15d-15(e)) and internal control over financial
     reporting  (as  defined in Exchange Act Rules 13a-15(f)  and
     15d-15(f) for 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)   designed   such   internal   control   over   financial
          reporting,   or  caused  such  internal  control   over
          financial   reporting   to  be   designed   under   our
          supervision, to provide reasonable assurance  regarding
          the   reliability  of  financial  reporting   and   the
          preparation   of  financial  statements  for   external
          purposes   in   accordance  with   generally   accepted
          accounting principles;

     c)   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

     d)   disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred
          during the registrant's most recent fiscal quarter (the
          registrant's  fourth  fiscal quarter  in  the  case  of
          annual  report)  that has materially  affected,  or  is
          reasonably    likely   to   materially   affect,    the
          registrant's internal control over financial reporting;
          and

  5. The   registrant's  other  certifying  officer  and  I  have
     disclosed,  based on our most recent evaluation of  internal
     control   over  financial  reporting,  to  the  registrant's
     auditors  and the audit committee of the registrant'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 registrant'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  registrant's  internal  control   over
          financial reporting.


Date: March 24, 2008
                       /s/ Melissa L. Whitley
                       ----------------------
                       Melissa L. Whitley
                       Principal Financial and Accounting Officer