**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Carl E.Dodson, Executive Vice President and Chief Financial Officer, of CardinalFinancial Corporation, certify that:

 

1.                                       I have reviewed thisquarterly report on Form 10-QSB of Cardinal Financial Corporation;

 

2.                                       Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3.                                       Based on my knowledge, thefinancial statements, and other financial information included in thisquarterly 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 quarterly report;

 

4.                                       The small business issuer’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls 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 disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

(b)                                 Evaluated the effectivenessof the small business issuer’s disclosure controls and procedures and presentedin this quarterly report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(c)                                  Disclosed in this quarterlyreport 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

 

----

 

5.                                       The small business issuer’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the small businessissuer’s auditors and the audit committee of the small business issuer’s boardof directors (or persons performing the equivalent functions):

 

(a)                                  All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financialinformation; and

 

(b)                                 Any fraud, whether or not material,that involves management or other employees who have a significant role in thesmall business issuer’s internal control over financial reporting.

 

 
| Date:   August 13, 2003 | By:                                                    | /s/   Carl E. Dodson |   |
|-----------------------------------|--------------------------------------------------------|---------------------------|--------|
|                              | Carl E.  Dodson                                        |
|                              | Executive  Vice President and  Chief Financial Officer |

 

----