**Exhibit 31.2**

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**CERTIFICATION**

 

I, Domingo Rodriguez, Chief Financial Officerof Cardinal Financial Corporation, certify that:

 

1.                                       I have reviewedthis annual report on Form 10-KSB of Cardinal Financial Corporation;

 

2.                                       Based on myknowledge, this annual 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 annual report;

 

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this annual report;

 

4.                                       The smallbusiness issuer’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)) for the small business issuer andhave:

 

(a)                                  Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

(b)                                 Evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this annual report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; and

 

(c)                                  Disclosed in thisannual report 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 smallbusiness issuer’s other certifying officer and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to thesmall business issuer’s auditors and the audit committee of the small businessissuer’s board of directors (or persons performing the equivalent functions):

 

(a)                                  All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the small business issuer’s ability to record, process, summarize andreport financial information; and

 

(b)                                 Any fraud,whether or not material, that involves management or other employees who have asignificant role in the small business issuer’s internal control over financialreporting.

 

 
| Date:  March 29, 2004 |   |   |   |   |                              |
|----------------------------|--------|--------|--------|--------|-----------------------------------|
|                       |   |   |   |   |                              |
|                       |   |   |   |   |                              |
|                       |   |   |   |   | /s/ Domingo Rodriguez             |   |
|                       |   |   |   |   | Domingo Rodriguez                 |
|                       |   |   |   |   | SVP & Chief Financial Officer |

 

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