**Exhibit 31.1CERTIFICATION**

**              I,W. Jennings Duncan, Chief Executive Officer, certifythat;1.     I have reviewed this annual report on Form 10-Qof CNB Corporation;2.     Based on my knowledge, this quarterly reportdoes not contain any       untrue statement of a material factor omit to state a material fact       necessary to make the statementsmade, in light of the circumstances       under which such statements weremade, not misleading with respect to       the period covered by this quarterlyreport;**

**3.     Based on my knowledge, the financialstatements, and other financial       information included in thisquarterly report, fairly present in all       material respects the financialcondition,  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 Iare responsible for       establishing and maintainingdisclosure controls and procedures (as       defined in Exchange Act Rules13a-15(e) and 15d-15(e)) for the       registrant and have:**

**       a)  Designed suchdisclosure controls and procedures, or caused such           disclosurecontrols 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 usby others within those entities, particularly during           the period inwhich this quarterly report is being prepared;**

**       c)  Evaluated theeffectiveness of the registrant's disclosure           controls andprocedures and presented in this report our           conclusionsabout the effectiveness of the disclosure controls           andprocedures, as of the end of the period covered by this           report, basedon such evaluation; and**

**       d)  Disclosed in thisreport any change in the registrant's internal           control overfinancial reporting that occurred during the           registrant'smost recent fiscal quarter that has materially           affected, oris reasonably likely to materially affect, the           registrant'sinternal control over financial reporting; and**

**5.     The registrant's other certifying officer and Ihave disclosed,       based on our most recent evaluationof internal control over       financial reporting, to theregistrant's auditors and the audit       committee of registrant's board ofdirectors (or persons performing       the equivalent functions):**

**       a)  All significantdeficiencies and material weaknesses in the           design oroperation of internal control over financial reporting           which arereasonably likely to adversely affect the registrant's           ability torecord, process, summarize and report financial           information;and**

**       b)  Any fraud, whether ornot material, that involves management or           otheremployees who have a significant role in the registrant's           internal controlover financial reporting.**

**Date:  August 10,2004                                       /s/W.Jennings Duncan ________________                                       W.JenningsDuncan                                       Presidentand Chief Executive Officer**