Exhibit 31.2

                              CNB BANCORP, INC.

                          CERTIFICATION PURSUANT TO
                               SECTION 302 OF
                       THE SARBANES-OXLEY ACT OF 2002


CERTIFICATION

     I, George A. Morgan, Vice President, Secretary and Chief Financial
Officer of CNB Bancorp, Inc., certify that:

     1. I have reviewed this annual report on Form 10-K of CNB 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. 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 registrant as of, and for, the periods presented in this report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we 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 registrant, 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 registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the period
covered by this report on such evaluations; and

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

     5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant'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 registrant'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 registrant's internal control
over financial reporting.




Date: March 25, 2004              By /s/ George A. Morgan
                                  -------------------------------------------
                                  George A. Morgan, Vice President, Secretary
                                  and Chief Financial Officer