Exhibit 31.2Certifications

I, Paul R. Dusenbury, Treasurer and Chief Financial Officer, certify that:

I have reviewed this annual report on Form 10-K of CNB Corporation;

Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

(a)   Designed such disclosure controls and procedures, orcaused such disclosure controls  andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant,including its consolidated subsidiaries, ismade known, to us by others within thoseentities, particularly during the period inwhich this report is being prepared;

(b)   Designed such internal control over financial reporting,or caused such internal  control overfinancial reporting to be designed under our supervision, to providereasonable assurance regarding thereliability of financial reporting and thepreparation of financial statements forexternal purposes in accordance withgenerally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant's disclosurecontrols and procedures  and presented inthis report our conclusions about the effectiveness of thedisclosure controls and procedures, as ofthe end of the period covered by thisreport based on such evaluation; and

(d)   Disclosed in this report any change in the registrant'sinternal control over  financial reportingthat occurred during the registrant's most recent fiscal quarter(the registrant's fourth fiscal quarter inthe case of an annual report) that hasmaterially affected, or is reasonablylikely to materially affect, the registrant'sinternal control over financial reporting;and

The registrant's other certifying officer and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board ofdirectors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses inthe design or operation of  internal controlover financial reporting which are reasonably likely to adversely affect the registrant's ability to record,process, summarize and report financialinformation; and

(b)   Any fraud, whether or not material, that involvesmanagement or other employees who  have asignificant role in the registrant's internal control over financialreporting.

Date:  March 8, 2005                 /s/PaulR. Dusenbury_________________                                     PaulR. Dusenbury                                     Treasurerand Chief Financial Officer