EXHIBIT 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

         I, Irene M. English, Treasurer 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 officer 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 control over financial reporting.

Date: December 20, 2004

                                     /s/ Irene M. English
                                     -------------------------------------------
                                     Irene M. English, Treasurer
                                     (Chief Financial Officer)