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/A 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: March 21, 2005        By:      /s/ Jan W. Clark
                                            ----------------
                                   Name:    Jan W. Clark
                                   Title:   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.