Exhibit 31.2



                              COMMUNITY BANKS, INC.
                     RULE 13a-14(a)/15d-14(a) CERTIFICATION
                            (Chief Financial Officer)

I, Donald F. Holt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Community Banks, Inc.;

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-14 and 15d-14) for the registrant and we have:

    a) designed such disclosure  controls and procedures 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  quarterly  report is being
    prepared;

    b) evaluated the effectiveness of the registrant's  disclosure  controls and
    procedures as of June 30, 2003, (the "Evaluation Date"); and

    c)  presented  in  this   quarterly   report  our   conclusions   about  the
    effectiveness  of  the  disclosure  controls  and  procedures  based  on our
    evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

    a) all  significant  deficiencies  in the design or  operation  of  internal
    controls which could adversely  affect the  registrant's  ability to record,
    process,  summarize and report  financial  data and have  identified for the
    registrant's auditors any material weaknesses in internal controls; and

    b) any fraud,  whether or not material,  that  involves  management or other
    employees who have a significant role in the registrant's internal controls;
    and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
during the quarter ended June 30, 2003,  including any  corrective  actions with
regard to significant deficiencies and material weaknesses.

Date   August 14, 2003                            /s/ Donald F. Holt
    ------------------                            ----------------------------
                                                    Donald F. Holt
                                                   Executive Vice President
                                                   (Chief Financial Officer)