Exhibit 31.2

                                  CERTIFICATION


I, Kevin W. Laudenslager, Treasurer, certify, that:


         1. I have reviewed this quarterly report on Form 10-Q of Mid Penn
Bancorp.

         2. Based on my knowledge, the 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 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 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)                        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 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 controls over financial
reporting, 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
                  the internal controls which could 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:  August 3, 2006                               By: /s/Kevin W. Laudenslager
                                                    ----------------------------
                                                    Kevin W. Laudenslager
                                                    Treasurer