**Exhibit 31.2**

 

**CERTIFICATION**

 

 

I, DomingoRodriguez, Senior Vice President and Chief Financial Officer, of CardinalFinancial Corporation, certify that:

 

1.                                       I have reviewedthis quarterly report on Form 10-QSB of Cardinal Financial Corporation;

 

2.                                       Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this quarterly 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 smallbusiness issuer’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer andhave:

 

(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

 

 

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5.                                       The smallbusiness issuer’s other certifying officer and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to thesmall business issuer’s auditors and the audit committee of the small businessissuer’s board of 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 notmaterial, that involves management or other employees who have a significantrole in the small business issuer’s internal control over financial reporting.

 
|   | Date:    November 13, 2003 | By:                       | /s/ Domingo Rodriguez |   |
|--------|--------------------------------------|---------------------------|-----------------------|--------|
|   |                                 | Domingo Rodriguez         |
|   |                                 | Senior Vice President and |
|   |                                 | Chief Financial Officer   |

 

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