| **Exhibit 31.2  CERTIFICATION**                                     |
|---------------------------------------------------------------------|
|                                                                |
| I, Paul R. Dusenbury, Chief Financial Officer, certify  that;  |
|                                                                     |
| 1.                                                                  | I have reviewed this quarterly report on Form 10-Q of CNB Corporation;  |
|                                                                     |  |
| 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 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)) for the  registrant and 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 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 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  |
|                                                                |  |
| c)                                                   | 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 control over financial  reporting, to the registrant's auditors and the audit committee of  registrant's board of directors (or persons performing the equivalent  functions):  |
|                                                                     |  |
| a)                                                   | All significant deficiencies and material weaknesses in  the design or operation of internal control 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 registrant's  internal control over financial reporting.  |
|                                                                |  |
|                                                                |  |
| Date:  May 10, 2005                                       |
|                                                                     |
|                                                                     |
|                                                                     | /s/Paul R. Dusenbury                         Paul R. Dusenbury  Treasurer and Chief Financial Officer |
|                                                                     |  |  |  |