**Exhibit 31.1**

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**CERTIFICATION**

 

I, Bernard H. Clineburg, Chief ExecutiveOfficer of Cardinal Financial Corporation, certify that:

 

1.             I have reviewed this annualreport on Form 10-KSB of Cardinal Financial Corporation;

 

2.             Based on my knowledge, thisannual report does not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.             Based on my knowledge, thefinancial statements, and other financial information included in this annualreport, fairly present in all material respects the financial condition,results of operations and cash flows of the small business issuer as of, andfor, the periods presented in this annual report;

 

4.             The small business issuer’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the small business issuer and have:

 

(a)           Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;

 

(b)           Evaluated the effectivenessof the small business issuer’s disclosure controls and procedures and presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

(c)           Disclosed in this annualreport any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; and

 

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5.             The small business issuer’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the small businessissuer’s auditors and the audit committee of the small business issuer’s boardof directors (or persons performing the equivalent functions):

 

(a)           All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financialinformation; and

 

(b)           Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the small business issuer’s internal control over financial reporting.

 

 
| Date:  March 29, 2004 |   |   |   |                                               |
|----------------------------|--------|--------|--------|----------------------------------------------------|
|                       |   |   |   |                                               |
|                       |   |   |   |                                               |
|                       |   |   |   | /s/ Bernard H. Clineburg                           |   |
|                       |   |   |   | Bernard H. Clineburg                               |
|                       |   |   |   | Chairman, President & Chief Executive  Officer |

 

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