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                                                                   EXHIBIT 31.1

                                CEO CERTIFICATION
                     Rule 13a-14(a) /15d-14(a) Certification

I, Jan W. Clark certify that:

1.       I have reviewed this annual report on Form 10-KSB of CN Bancorp, Inc.

2.       Based  on my  knowledge,  this  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 report;

3.       [Paragraph Omitted]

4.       The small  business  issuer's  other  certifying  officer(s)  and I are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures   (as  defined  in   Exchange   Act  Rules   13a-15(e)   and
         15(d)--15(e)) for the small business issuer 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  small  business  issuer,  including  its  consolidated
                  subsidiaries,  is made  known  to us by  others  within  those
                  entities,  particularly during the period in which this report
                  is being prepared;

         b)       [Paragraph  omitted  pursuant to SEC  Release No.  33-8238 and
                  34-47986]

         c)       Evaluated the  effectiveness  of the small  business  issuer'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

         d)       Disclosed  in this  report  any  change in the small  business
                  issuer's  internal  control  over  financial   reporting  that
                  occurred during the small business issuer's most recent fiscal
                  quarter (the small business  issuer's fourth fiscal quarter in
                  the case of an annual report) that has materially affected, or
                  is reasonably likely to materially  affect, the small business
                  issuer's internal control over financial reporting; and

5.       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of the small business issuer'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
                  small business issuer'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 small
                  business issuer's internal control over financial reporting.




          Date:      May 13, 2005           By:  /s/ Jan W. Clark
                                                 ----------------
                                            Name:  Jan W. Clark
                                            Title:   Chairman of the
                                            Board of Directors,
                                            President, Chief Executive Officer