CERTIFICATION
         Pursuant to Section 302 of the Securities Exchange Act of 1934

I, David Z. Richards, certify that:

1. I have reviewed  this  quarterly  report on Form 10-QSB of Nittany  Financial
Corp. ("the Registrant").

2. Based on my  knowledge,  this  quarterly  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 quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly report;

4.  The  Registrant's  other  certifying  officers  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 Registrant and we 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 small  business  issuer,  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) [intentionally omitted]


(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  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 officers 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 Registrant's board of directors
(or persons fulfilling the equivalent function):

(a) all  significant  deficiencies  and  material  weaknesses  in the  design or
operation of internal  controls 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 issuer's  internal  controls over
financial reporting.


Date:  08/13/04                                   /s/ David Z. Richards
                                                  ------------------------------
                                                  David Z. Richards
                                                  President