EXHIBIT 31.1

                           CERTIFICATION OF CHIEF EXECUTIVE OFFICER

         I, Robert E. Churchill, Chairman and Chief Executive Officer of CNB
Corporation (the "registrant") certify that:

1.) I have reviewed this annual report on Form 10-K of the registrant;

2.) Based on my knowledge, this annual 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 annual
report;

3.) Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 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 is made known to us by others, particularly during the
               period in which this annual 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 end of the period covered by this
               report based on such evaluation; and

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

5.) The registrant's other certifying officer 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 board of directors (or
persons fulfilling 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 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 controls; and


Date: March 25, 2004


                                       /s/ Robert E. Churchill
                                       ----------------------------------------
                                       Robert E. Churchill, Chairman & CEO