**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; and





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





4.
            The
                small business issuer’s other certifying officer and I are responsible for
                establishing and maintaining disclosure control 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 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)  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 upon such evaluation; and





c)  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 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 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 function):





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:
                February 28, 2006
            By:/s/
                Jan W. ClarkName:
                Jan W. ClarkTitle:
                Chairman of the Board of Directors,President,
                Chief Executive Officer





A
      signed
      original of this written statement required by Section 906 has been provided
      to
      CN Bancorp, Inc. and will be retained by CN Bancorp, Inc. and furnished to
      the
      Securities and Exchange Commission or its staff upon request.