UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X]      QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2005

[ ]      TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

         For the transition period from                   to
                                       ------------------    -------------------

                        Commission file number: 000-50242


                              CFB BANCSHARES, INC.
        (Exact name of small business issuer as specified in its charter)

             Tennessee                                      62-1619339
      (State of other jurisdiction of                     (IRS Employer
       incorporation or organization)                      Identification No.)

                                1015 Main Street
                            Wartburg, Tennessee 37887
                    (Address of principal executive offices)

                                 (423) 346-2265
                           (Issuer's telephone number)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section  12, 13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
                                                                Yes  X  No
                                                                   -----  -----

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date: 309,684 shares of Common Stock
as of May 13, 2005.

     Transitional Small Business Disclosure Format (check one): Yes      No  X
                                                                    ----   -----

<PAGE>


CONTENTS

PART I.  FINANCIAL INFORMATION
         ---------------------

     Item 1. Financial Statements

          Consolidated  Balance  Sheets as of March  31,  2005  (Unaudited)  and
          December 31, 2004

          Consolidated  Statements  of Income for the Three Month  Periods Ended
          March 31, 2005 and 2004 (Unaudited)

          Consolidated  Statements of  Comprehensive  Income for the Three Month
          Periods Ended March 31, 2005 and 2004 (Unaudited)

          Consolidated  Statement  of  Changes in  Shareholders'  Equity for the
          Three Month Period Ended March 31, 2005 (Unaudited)

          Consolidated  Statements  of Cash  Flows for the Three  Month  Periods
          Ended March 31, 2005 and 2004 (Unaudited)

          Notes to Consolidated Financial Statements for the Three Month Periods
          Ended March 31, 2005 and 2004 (Unaudited)

     Item 2. Management's Discussion and Analysis or Plan of Operation

     Item 3. Controls and Procedures


PART II.  OTHER INFORMATION
          -----------------

     Item 1. Legal Proceedings

     Item 2. Changes in Securities and Use of Proceeds

     Item 3. Defaults upon Senior Securities

     Item 4. Submission of Matters to a Vote of Security Holders

     Item 5. Other Information

     Item 6. Exhibits and Reports on Form 8-K

SIGNATURES



                                       2
<PAGE>
                        PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements


                       CFB BANCSHARES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

             As of March 31, 2005 (Unaudited) and December 31, 2004
<TABLE>
<CAPTION>
                                                                          March 31, 2005         December 31, 2004
Assets:
<S>                                                                            <C>                      <C>

Cash and Due From Banks......................................                  $ 3,546                  $ 3,061
Federal Funds Sold...........................................                    2,245                    1,439
                                                                                 -----                    -----
Total Cash and Cash Equivalents..............................                    5,791                    4,500

Interest-Bearing Deposits in other Banks.....................                      397                      696
Investment Securities Available for Sale, At Fair Value......                    8,849                    9,082
Loans Held for Sale                                                                  0                       63
Loans, Net....................................................                  71,952                   68,078
Premises and Equipment, Net..................................                    3,379                    3,060
Accrued Interest Receivable..................................                      526                      462
Foreclosed Real Estate.......................................                      209                      209
Prepaid Expenses and Other ..................................                      240                      263
                                                                                   ---                      ---
          Total Assets.......................................                  $91,343                  $86,413
                                                                               =======                  =======

Liabilities and Shareholders' Equity:
Liabilities:
Deposits
      Demand.................................................                  $34,882                  $31,647
      Term...................................................                   40,170                   38,425
                                                                                ------                   ------
          Total Deposits.....................................                   75,052                   70,072

Securities Sold Under Agreements to Repurchase...............                      425                      424
Advances from Federal Home Loan Bank                                             6,971                    6,988
Trust Preferred Debt                                                             4,000                    4,000
Accrued Interest Payable.....................................                      170                      157
Accrued Income Taxes.........................................                       43                       66
Deferred Income Taxes........................................                      193                      218
Other........................................................                       29                       85
                                                                                    --                       --
        Total Liabilities....................................                   86,883                   82,010
                                                                                ------                   ------
Shareholders' Equity :
Common Stock, Par Value $1, Authorized 2,000,000 Shares;
Issued and Outstanding 309,684 Shares in 2005 (309,684 Shares
in 2004).....................................................                      310                      310
Capital in Excess of Par Value...............................                    3,085                    3,085
Retained Earnings............................................                    1,171                    1,058
Accumulated Other Comprehensive Income (Loss)................                    (106)                     (50)
                                                                                 -----                     ----
        Total Shareholders' Equity...........................                    4,460                    4,403
                                                                                 -----                    -----
Total Liabilities and Shareholders' Equity...................                  $91,343                  $86,413
                                                                               =======                  =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>


                      CFB BANCSHARES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                    (In Thousands, Except Earnings Per Share)

               For The Three Months Ended March 31, 2005 and 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                           For the Three Months Ended
                                                                                                       March 31,
                                                                                               2005               2004
                                                                                       ----------------  --------------
<S>                                                                                            <C>                <C>
Interest Income
     Loans..........................................                                           $1,222             $ 929
     Investment Securities..........................                                               66                76
     Federal Funds Sold.............................                                               12                 5
     Interest Bearing Deposits at other Banks.......                                                4                 3
                                                                                                -----             -----
     Total Interest Income..........................                                            1,304             1,013

 Interest Expense...................................                                              523               331
                                                                                                -----             -----

Net Interest Income.................................                                              781               682

Provision For Loan Losses...........................                                               62                60
                                                                                                -----             -----
Net Interest Income After Provision For Loan
     Losses.........................................                                              719               622
                                                                                                -----             -----

Noninterest Income
     Loan Fees and Other Service Charges............                                              101               102
     Service Charges on Deposit Accounts ...........                                              165               185
     Other .........................................                                               57                28
                                                                                                -----             -----
     Total Noninterest Income.......................                                              323               315
                                                                                                -----             -----

Noninterest Expense
     Salaries and Employee Benefits.................                                              421               343
     Occupancy and Equipment Expense................                                              109               100
     Office Supplies and Postage....................                                               46                34
     Data Processing Expenses.......................                                               96                93
     Advertising and Promotion......................                                               21                20

     Other..........................................                                              165               135
                                                                                                -----             -----
     Total Noninterest Expense......................                                              858               725
                                                                                                -----             -----

Income Before Income Taxes .........................                                              184               212
Income Taxes........................................                                               71                99
                                                                                                -----             -----
Net Income..........................................                                             $113              $113
                                                                                                =====             -----

Earnings Per Share:
     Basic..........................................                                            $0.36             $0.34
                                                                                                =====             =====
     Assuming Dilution..............................                                            $0.34             $0.32
                                                                                                =====             =====
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       4

<PAGE>


                      CFB BANCSHARES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In Thousands)

               For the Three Months Ended March 31, 2005 and 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                              For the Three Months Ended
                                                                                                     March 31,
                                                                                            --------------- ---------------
                                                                                                  2005            2004
                                                                                            --------------- ---------------
<S>                                                                                                <C>             <C>
Net income.............................................................................            $113            $113
                                                                                                   ----            ----
Other comprehensive income (loss), net of tax:

     Unrealized gains (losses) on investment securities................................             (90)             30

     Reclassification adjustment for gains / losses included in net income.............               0               0

     Income taxes related to unrealized gains / losses on investment securities........              34             (11)
                                                                                                   ----            ----
     Other comprehensive income (loss), net of tax.....................................             (56)             19
                                                                                                   ----            ----
     Comprehensive income..............................................................             $57            $137
                                                                                                   ====            ====
   The accompanying notes are an integral part of these financial statements.
</TABLE>















                                       5






<PAGE>


                     CFB BANCSHARES, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In Thousands)

                    For the Three Months Ended March 31, 2005


<TABLE>
<CAPTION>
                                                                                       Accumulated
                                                      Capital in                          Other               Total
                                         Common      Excess of Par       Retained     Comprehensive       Shareholders'
                                           Stock          Value          Earnings        Income                Equity
                                                                                         (Loss)
                                     -------------- ---------------- --------------- ----------------- --------------------
<S>                                           <C>            <C>             <C>               <C>               <C>

Balances, December 31, 2004                   $310           $3,085          $1,058            $ (50)            $4,403
Net Income......................                 0                0             113                0                113
Purchase & Retirement of Common
Stock....................                        0                0               0                0                  0
Other Comprehensive Loss........                 0                0               0              (56)               (56)
                                              ----           ------          ------            ------            ------
Balances, March 31, 2005                      $310           $3,085          $1,171            $(106)            $4,460
                                              ====           ======          ======            ======            ======
</TABLE>

   The accompanying notes are an integral part of these financial statements.

















                                       6

<PAGE>
                      CFB BANCSHARES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

               For the Three Months Ended March 31, 2005 and 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          For the Three Months Ended March 31,
                                                                                 2005                   2004
                                                                        ----------------------- ----------------------
<S>                                                                                   <C>                    <C>
Operating Activities:
Net Income ...................................................                        $    113               $   113
                                                                                         -----                 -----
Adjustments to Reconcile Net Income to Net Cash
        Provided by Operating Activities:
     Depreciation ............................................                              85                     84
     Provision for Loan Losses................................                              62                     60
     Deferred Income Taxes                                                                   9
     Gain on Sales of Loans                                                                 (2)
     Decrease in Accrued Interest Receivable .................                             (64)                   (21)
     (Increase) in Prepaid Expenses and Other.................                              23                     (3)
     Increase in Accrued Interest Payable.....................                              13                      6
     (Decrease) in Accrued Income Taxes and Other
        Liabilities...........................................                             (79)                   (61)
                                                                                         -----                   ----
           Total Adjustments..................................                              47                     65
                                                                                         -----                     --
            Net Cash Provided by Operating Activities.........                             160                    178
                                                                                         -----                    ---
Investing Activities:
 (Increase) Decrease in Interest-Bearing Deposits in Other Banks..                         299                   (396)
 Investment Securities Available for Sale:
     Purchases................................................                            (361)                (3,150)
     Maturities...............................................                             504                  3,934
 Purchases of Premises and Equipment..........................                            (404)                   (59)
Proceeds from Sales of Loans                                                                65                      0
Net Increase in Loans.........................................                          (3,936)                (4,749)
                                                                                       -------                -------
            Net Cash Used in Investing Activities.............                          (3,833)                (4,420)
                                                                                       -------                -------
Financing Activities:
Dividends Paid................................................                               0                      0
Purchase and Retirement of Common Stock.......................                               0                   (916)
Increase in Securities Sold Under Agreements to Repurchase....                               1                      1
Net Decrease in Advance From Federal Home Loan Bank...........                             (17)                      0
                                                                                          ----                      -
Net Increase in Deposits......................................                           4,980                  5,000
                                                                                         -----                  -----
           Net Cash Provided by Financing Activities..........                           4,964                  7,341
                                                                                         -----                  -----
Net Increase (Decrease) in Cash and Cash Equivalents..........                           1,291                  3,099
Cash and Cash Equivalents at Beginning of Period .............                           4,500                  4,726
                                                                                         -----                  -----
Cash and Cash Equivalents at End of Period ...................                        $  5,791               $  7,825
                                                                                      ========               ========
Supplementary Disclosures of Cash Flow Information:
  Cash Paid During the Period for:
    Interest..................................................                            $510                   $325
    Income Taxes..............................................                            $105                   $180
Supplementary Disclosures of NonCash Investing Activities:
Acquisition of Foreclosed Real Estate.......................................                $0                   $117
Sales of Foreclosed Real Estate by Origination of Mortgage Loans.....                       $0                     $0
Change in Gross Unrealized Gain / Loss on Investment
     Securities Available for Sale............................                            $(90)                   $30
Change in Deferred Taxes Associated with Unrealized
     Gain / Loss on Investment Securities Available for Sale..                            $(34)                   $11
Change in Net Unrealized Gain/ Loss on Investment Securities
     Available for Sale........................................                           $(56)                   $19
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       7

<PAGE>

                       CITIZENS FIRST BANK AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       March 31, 2005 and 2004 (Unaudited)


NOTE 1 - PRINCIPLES OF CONSOLIDATION, NATURE OF OPERATIONS AND SHARE EXCHANGE

The consolidated  financial  statements  include the accounts of CFB Bancshares,
Inc., a bank holding company, its wholly owned subsidiary,  Citizens First Bank,
and the Bank's wholly owned  subsidiary,  CFB Financial  Services,  Inc.,  which
provides insurance agency services.  All significant  intercompany  balances and
transactions have been eliminated.

Citizens  First Bank was  incorporated  on  October  1, 1995 for the  purpose of
organizing  a  state-chartered  commercial  bank  and  commenced  operations  on
February 10, 1997. Citizens First Bank provides a variety of banking services to
individuals and businesses through its offices in Wartburg,, Oliver Springs, and
Oneida, Tennessee. A permanent full-service branch facility is being constructed
at 15730 Scott  Highway,  Oneida,  Tennessee.  The bank is  currently  accepting
deposits  in a  temporary  branch  facility  at 17647  Alberta  Street,  Oneida,
Tennessee (the location of the bank's Loan Production  Office).  All deposit and
lending  functions  performed at the temporary branch / LPO will be moved to the
new facility upon  completion.  The bank's primary  deposit  products are demand
deposits and certificates of deposit;  and its primary lending products are real
estate mortgage  loans,  consumer  installment  loans,  and commercial  business
loans.

Effective October 24, 2002, Citizens First Bank's shareholders  approved a share
exchange agreement with CFB Bancshares,  Inc. whereby one share of Company stock
was exchanged for one share of Bank stock.  The Bank's  retained  earnings as of
October 24, 2002, totaling $656,612, was transferred to capital in excess of par
value on a consolidated basis.

The unaudited  interim  consolidated  financial  statements for the three months
ended  March 31, 2005 and 2004,  and as of March 31, 2005 have been  prepared on
the same basis as the Bank's  audited  financial  statements  as of December 31,
2004 and for the year ended December 31, 2004. In the opinion of management, all
adjustments,  consisting  of normal  recurring  accruals,  necessary  to present
fairly  the  financial  position  of the  Company  as of March 31,  2005 and the
results of  operations  and cash flows for the three months ended March 31, 2005
and 2004 have been included.  The results of operations for such interim periods
is not necessarily indicative of the results expected for the full year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates - The  preparation  of  consolidated  financial  statements  in
conformity with accounting principles generally accepted in the United States of
America  requires  management  to make  estimates  and  assumptions  that affect
certain reported amounts and disclosures. Actual results could differ from those
estimates.  Material estimates that are particularly  susceptible to significant
change relate to the determination of the allowance for losses on loans.

Stock Option Plans - The Company has two stock option plans which are  described
more fully in Note 3. The Company accounts for those plans under the recognition
and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees,  and related  interpretations.  No stock-based employee  compensation
cost is reflected in consolidated net income, as all options granted under those
plans had an exercise price equal to the market value of the  underlying  common
stock on the date of grant.  The following  table  illustrates the effect on net
income  and  earnings  per  share if the  Company  had  applied  the fair  value
recognition  provisions of FASB Statement No. 123,  Accounting  for  Stock-Based
Compensation, to stock-based employee compensation.

                                       8

<PAGE>

<TABLE>
<CAPTION>
                                                                                      For the Three Months
                                                                                         Ended March 31
                                                                                         (In thousands)
                                                                           -------------------------------------------
                                                                                   2005                    2004
                                                                           --------------------     ------------------
<S>                                                                         <C>                      <C>
Net Income, as Reported                                                     $              113       $            113
Less: Total Stock-Based Employee
   Compensation Expense Determined
   Under Fair Value Based Method
   for All Awards, Net of Related Tax Effects                                                0                      0
                                                                            --------------------     -----------------
Pro Forma Net Income                                                        $              113       $            113
                                                                           ====================     ==================
Earnings Per Share:
 Basic - as Reported                                                        $             0.36       $           0.34
                                                                           ====================     ==================
  Basic - Pro Forma                                                         $             0.36       $           0.34
                                                                           ====================     ==================
   Diluted - as Reported                                                    $             0.34       $           0.32
                                                                           ====================     ==================
  Diluted - Pro Forma                                                       $             0.34       $           0.32
                                                                           ====================     ==================
</TABLE>


Earnings Per Share - Earnings per share is based on the following:
<TABLE>
<CAPTION>
                                                                                      For the Three Months
                                                                                         Ended March 31,
                                                                            ------------------------------------------
                                                                                   2005                   2004
                                                                            -------------------     ------------------
<S>                                                                                   <C>                    <C>

Weighted Average Number
 of Shares Outstanding
 Used for Basic Calculation                                                           309,684                332,817
Effect of Dilutive Stock Options                                                       20,250                 17,182
                                                                            -------------------     ----------------
Number of Shares Used for
 Calculation Assuming Dilution                                                        329,934                349,999
                                                                            ===================     ================
</TABLE>

NOTE 3 - STOCK OPTION PLANS

Key Employee Plan - In April 1998, the shareholders approved a stock option plan
to provide key  employees  with  additional  incentive to contribute to the best
interests of the Bank. The plan terminates in ten years.  The board of directors
has discretion  concerning which eligible persons shall be granted options,  the
term of each  granted  option,  and the number of shares  for which each  option
shall be granted.  Options must be exercised  within ten years from the date the
options are  granted and must  include a price per share of at least 100% of the
fair  market  value of the  Company's  common  stock on the date the  option  is
granted.  The board of directors has reserved  20,000 shares of common stock for
issuance during the term of the plan. The board of directors has granted options
to  certain  officers  totaling  14,000  shares at a price of $15.00  per share.
10,000  options  were  granted in April 1998 and 4,000  options  were granted in
December 1999. No options have been exercised to date.

Director  Plan - In April 1998,  the  shareholders  approved the director  stock
option plan and awarded  nontransferable  stock options to its directors.  These
options  provide for the purchase of 40,000  shares at a price of $15 per share.
All options expire ten years from the date the options were granted.  No options
have been exercised to date.

The fair value of each option grant was estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions:

Dividend Yield                                                        0%
Expected Life                                                     9.9 years
Expected Volatility                                                  16%
Risk-Free Interest Rate                                              5.7%

                                       9
<PAGE>

A summary of the status of the Company's stock option plans as of March 31 is
presented below:

<TABLE>
<CAPTION>
                                                         2005                                    2004
                                           ----------------------------------     ------------------------------------
                                                                  Weighted                                 Weighted
                                                                  Average                                 Average
                                                                 Exercise                                 Exercise
                                               Shares              Price              Shares               Price
                                           ---------------     --------------     ----------------     ---------------
<S>                                         <C>                <C>                <C>                   <C>
Outstanding at
 Beginning of Period                               54,000      $       15.00               54,000       $       15.00
Granted                                                 0                                       0
Exercised                                               0                                       0
Forfeited                                               0                                       0
                                           ---------------                        ----------------
Outstanding at                                     54,000      $       15.00               54,000       $       15.00
 End of Period
                                           ===============                        ================
Options Exercisable                                54,000      $       15.00               54,000       $       15.00
 at Period-End
Weighted-Average Fair
 Value of Options Granted
 During the Period                          $         N/A                         $          N/A
</TABLE>

Information pertaining to options outstanding at March 31, 2005 is as follows:
<TABLE>
<CAPTION>
                                                       Options Outstanding                            Options Exercisable
                                       ----------------------------------------------------     --------------------------------
                                                               Average          Weighted                             Weighted
                                                              Remaining          Average                             Average
                                            Number           Contractual        Exercise           Number            Exercise
          Exercise Price                 Outstanding            Life              Price          Exercisable          Price
-----------------------------------    -----------------    --------------     ------------     --------------     -------------
              <S>                           <C>               <C>                   <C>            <C>                   <C>
              $15.00                        54,000            3.1 years             $15.00         54,000                $15.00
</TABLE>


                                       10

<PAGE>

Item 2. Management's Discussion And Analysis Or Plan Of Operation.


Forward-Looking Statements

     This  report  contains   forward-looking   statements   under  the  Private
Securities  Litigation Reform Act of 1995 that involve risks and  uncertainties.
When  used  in  this   discussion,   the   words,   "believes",   "anticipates",
"contemplates",  "expects",  and similar  expressions  are  intended to identify
forward-looking  statements.  Such  statements  are subject to certain risks and
uncertainties  which could cause actual results to differ  materially from those
projected.   Although   we  believe   that  the   assumptions   underlying   the
forward-looking  statements  are  reasonable,  any of the  assumptions  could be
inaccurate,  and  therefore,  we  cannot  assure  you that  the  forward-looking
statements set out in this report will prove to be accurate.

     Factors  that  could  cause  actual  results  to  differ  from the  results
discussed in the forward-looking statements include, but are not limited to:

o    economic conditions (both generally and more specifically in the markets in
     which we operate);

o    competition for our customers from other providers of financial services;

o    government  legislation and regulation (which changes from time to time and
     over which we have no control);

o    changes in interest rates; and

o    material  unforeseen  changes in the liquidity,  results of operations,  or
     financial condition of our customers.

These risks are difficult to predict and many of them are beyond our control.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
------------------------------------------------------------------------

GENERAL

     The Management's Discussion and Analysis of Financial Condition and Results
of  Operations of CFB  Bancshares,  Inc.  ("CFB")  covers the three months ended
March 31, 2005 and 2004.  Citizens First Bank (the "Bank") was  incorporated  on
October 1, 1995 and  commenced  operations  on February 10, 1997. On October 24,
2002, a Plan of Share Exchange was consummated between the Bank and CFB in which
holders of Bank common shares  exchanged  them for common shares of CFB on a one
for one basis, as provided for in the Plan of Share Exchange.  The Plan of Share
Exchange was approved by the Bank's shareholders on May 23, 2002. CFB was formed
August 28,  2002  under the laws of the State of  Tennessee  for the  purpose of
acquiring  the Bank by means of the share  exchange,  and  becoming a registered
bank holding  company under the Bank Holding Company Act. CFB's only activity is
owning the Bank and the members of the boards of  directors  of CFB and the Bank
are the same.

Comparison of Financial Condition at March 31, 2005 and December 31, 2004

     Total assets grew from  December 31, 2004 to March 31, 2005 as total assets
increased $4.9 million or 5.7%, from $86.4 million at December 31, 2004 to $91.3
million at March 31,  2005.  The primary  increase in asset  categories  for the
three  month  period  ended March 31,  2005 was a $3.9  million  increase in net
loans.  Total deposits  increased $5.0 million,  or 7.1%,  from $70.1 million at
December  31, 2004 to $75.1  million at March 31,  2005.  CFB is  continuing  to
attract new customers at both of its current locations.

     Total shareholders' equity increased  approximately  $57,000 as CFB had net
income of approximately $113,000 and a net unrealized loss on available-for-sale
securities of approximately $56,000.

                                       11
<PAGE>

Comparison of Results of Operations

     During the three months ended March 31, 2005,  CFB attained a net income of
approximately  $113,000 or $0.36 per share.  During the three months ended March
31,  2004,  the Bank had a net  income of  approximately  $113,000  or $0.34 per
share.

Net Income

     Net income for the three months ended March 31, 2005 totaled  approximately
$113,000.  This amount is $40,000 less than the budgeted  amount.  The March 31,
2005 net interest margin  (annualized) was 3.57% compared to 3.96% for March 31,
2004 as deposit  account  rates have  repriced  more  quickly  than loan  rates.
Management  anticipates  substantially  achieving  the 2005 net income budget of
$612,000.  Net  income  for the  three  months  ended  March  31,  2004  totaled
approximately $113,000.

Net Interest Income

     Net interest income was $781,000 for the three months ended March 31, 2005,
an increase of approximately  14.5% or $99,000 over the same period in 2004. The
increase in net interest income was due primarily to the increase in the average
earning assets of CFB. CFB's net interest margin decreased slightly as the yield
on CFB's interest  bearing assets increased to a lesser degree than the rates on
CFB's interest bearing  deposits.  Average loans net of unearned interest income
increased  approximately  $17.4  million to $70.0  million at March 31, 2005, as
compared  to $52.6  million at March 31,  2004.  Average  loans net of  unearned
interest  income at March 31,  2005 were  approximately  85.7% of average  total
earning assets at March 31, 2005 and 79.6% at March 31, 2004.

     The yield on total earning  assets  increased 25 basis points for the three
months  ended March 31, 2005 as  compared  to the three  months  ended March 31,
2004. The primary reason for the increase in yields on earning assets was due to
increases in the general  interest  rate  environment.  [During 2004 and the 1st
quarter of 2005, the Federal  Reserve raised key interest rates 175 basis points
in a series of rate  hikes.] The yield on average  loans was 6.98% for the three
months  ended March 31, 2005 as  compared  to 7.07% for the three  months  ended
March 31,  2004.  Investment  yields  increased 1 basis  point  during the three
months ended March 31, 2005 as compared to the same period in 2004 [again due to
the increases in the general interest rate environment.  Yields on federal funds
sold, the rates on which can change overnight, increased 171 basis points due to
the increase in the interest rate environment.]

     Total  interest  expense was  $523,000 for the three months ended March 31,
2005, a 58% increase as compared to the same period in 2004. The average rate on
interest-bearing  liabilities  was 2.82% for the three  months  ended  March 31,
2005,  64  basis  points  higher  than  the  average  rate  on  interest-bearing
liabilities  during the three months ended March 31, 2004. The increase in rates
for the 3 months ended March 31, 2005 as compared to the same period in 2004 can
be  attributed to the  repricing of our  liabilities  at higher rates during the
latter part of 2004 and during 2005.

Provision For Loan Losses

     The provision for loan loss was approximately  $62,000 for the three months
ended  March 31,  2005.  This was the result of net charge  offs of $15,000  and
maintaining  the  loan  loss  reserve  at  a  level  considered  appropriate  by
management.   This  amount  was  less  than  the  budgeted  amount.   Management
anticipates  the 2005 provision for loan loss expense to be slightly higher than
the 2004 expense of $286,000 on an annual basis.

         The provision for loan loss expense was approximately $60,000 for the
three months ended March 31, 2004 due to the requirement of maintaining the loan
loss reserve at a level considered appropriate by management. Net charge-offs
for the three months ended March 31, 2004 were approximately $30,000.

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<PAGE>

     As a percentage of average loans,  the annualized  rate of net  charge-offs
was .09% for the three months ended March 31, 2005  compared to a .23% ratio for
fiscal period 2004. It is management's  expectation that net charge-offs will be
moderate for the remainder of 2005. While this is management's expectation based
on its own internal  procedures,  reviews and knowledge of CFB's loan  portfolio
and market area, there can be no assurances that net charge-off  levels will not
be higher than levels realized thus far during 2005.

     As of March 31, 2005,  management's review of the allowance for loan losses
concluded  that the balance was adequate to provide for  potential  losses based
upon an  evaluation  of risk in the loan  portfolio.  Despite  the CFB's  credit
standards,  internal controls,  and continuous loan review process, the inherent
risk in the  lending  process  results  in  periodic  charge-offs.  Through  the
provision  for loan  losses,  CFB  maintains  a  reserve  for loan  losses  that
management believes is adequate to absorb losses within the loan portfolio.

Noninterest Income

     Noninterest  income  for the three  months  ended  March 31,  2005  totaled
approximately $323,000,  compared to approximately $315,000 for the three months
ended  March  31,  2004,  and was less  than the  budgeted  amount  by  $20,000.
Noninterest  income  consists of fees for the sale of credit life  insurance and
other loan fees,  charges  for  insufficient  funds and stop  payments,  service
charges  on  deposit  accounts,  and fees for  other  services.  Management  has
budgeted 2005 noninterest income to total $1.4_million. Amounts achieved through
March 31, 2005 appear to be on target to meet the budgeted amount.

Noninterest Expense

     Noninterest  expense  totaled  approximately  $858,000 for the three months
ended March 31, 2005.  This amount was comprised of  approximately  $421,000 for
salaries  and  benefits,  approximately  $109,000  for  premises  and  equipment
expense,  approximately $96,000 for data processing expenses,  and approximately
$232,000 other expense items.

     Noninterest expense was $725,000 for the three months ended March 31,
2004. This amount was comprised of approximately $343,000 for salaries and
benefits, approximately $100,000 for premises and equipment expense,
approximately $93,000 for data processing expenses, and approximately $189,000
for other expense items.

Income Taxes

     CFB  recognizes   income  taxes  under  the  asset  and  liability   method
established in Statement of Financial  Accounting  Standards No. 109, Accounting
for Income Taxes.  Under this method,  deferred tax assets and  liabilities  are
established for the temporary  differences  between the accounting basis and the
tax basis of CFB's assets and liabilities at enacted tax rates expected to be in
effect when the amounts  related to such temporary  differences  are realized or
settled.  CFB's  deferred tax assets are reviewed  quarterly and  adjustments to
such assets are  recognized  as deferred  income tax expense or benefit based on
management's judgment relating to the realizability of such assets.

     CFB  recognized  income tax  expense of $71,000  and  $99,000 for the three
months ended March 31, 2005 and 2004,  respectively.  The effective tax rate for
the three month periods ended March 31, 2005 and 2004 were  approximately  38.6%
and 46.7%,  respectively.  The higher tax rate for the three month  period ended
March  31,  2004 was due to  certain  nondeductible  costs  associated  with the
purchase and retirement of our common stock.

CAPITAL REQUIREMENTS
--------------------

     CFB's  equity  capital  was  approximately  $4.5  million at March 31, 2005
compared  to $4.4  million  at year end 2004.  This  increase  of  approximately
$57,000 consists  primarily of CFB's net income for the three months ended March
31,  2005  of  approximately  $113,000  offset  by  a  net  unrealized  loss  on
available-for-sale  securities  of  approximately  $56,000.  CFB is  subject  to
certain  restrictions  on the amount of  dividends  that it may declare  without
prior regulatory approval.

                                       13
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     Liquidity  management  focuses on the need to meet both short-term  funding
requirements  and long-term  growth  objectives.  Primary  sources for liquidity
include deposits, loan repayments and investment security repayments or sales of
available for sale securities.

     During the three month period ended March 31, 2005, CFB decreased available
for sale securities by approximately $233,000 from approximately $9.1 million at
year  end  2004 to  approximately  $8.8  million  at March  31,  2005.  Deposits
increased  approximately  $5.0  million  during the three months ended March 31,
2005.  CFB has $2.5 million in available  federal funds lines and  approximately
$1.3 million in available borrowings from the Federal Home Loan Bank. Management
believes  that we have cash on hand and other funding  sources  adequate to fund
operations for the next 12 months.

     CFB can also enter into repurchase  agreement  transactions should the need
for  additional  liquidity  arise.  As of March 31,  2005,  CFB had  $425,000 in
repurchase agreement balances outstanding.

     At March 31, 2005, CFB had capital of $4.5 million, or 4.9% of total assets
as compared to $4.4  million,  or 5.1% at December 31,  2004.  CFB is subject to
minimum  capital  maintenance  requirements.  Regulatory  guidelines  define the
minimum  amount  of  qualifying  capital  an  institution  must  maintain  as  a
percentage of risk-weighted  assets and average total assets. At March 31, 2005,
CFB exceeded the required capital levels.

EFFECTS OF INFLATION AND CHANGING PRICES

     The financial  statements and related  financial data presented herein have
been prepared in accordance with generally accepted accounting principles, which
require the measurement of financial  position and operating results in terms of
historical  dollars,  without  considering  changes in relative purchasing power
over time due to inflation.

     Unlike  most  industrial  companies,   virtually  all  of  the  assets  and
liabilities  of a financial  institution  are  monetary in nature.  As a result,
interest  rates  generally  have  a  more  significant  impact  on  a  financial
institution's  performance  than does the effect of  inflation.  In the  current
interest rate environment,  the liquidity and maturity  structures of the Bank's
assets and  liabilities  are critical to maintenance  of acceptable  performance
levels.

Item 3.  Controls and Procedures.

     (a) Evaluation of Disclosure Controls and Procedures.  As of the end of the
period  covered by this  report,  CFB's  Chief  Executive  Officer and its Chief
Financial  Officer have evaluated the  effectiveness of the design and operation
of CFB's  disclosure  controls and  procedures  (as defined in Exchange Act Rule
13a-14(c)) as of March 31, 2005. Based on that  evaluation,  the Chief Executive
Officer and the Chief  Financial  Officer have concluded  that CFB's  disclosure
controls  and  procedures  are  effective  to ensure that  material  information
relating  to CFB and  CFB's  consolidated  subsidiaries  is made  known  to such
officers by others within these  entities,  particularly  during the period this
quarterly  report was  prepared,  in order to allow timely  decisions  regarding
required disclosure.

     (b)  Changes in  Internal  Controls.  There  have not been any  significant
changes in CFB's internal controls or in other factors that could  significantly
affect these controls subsequent to the date of their evaluation.

                                       14
<PAGE>


                          PART II -- OTHER INFORMATION




Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         None

Item 6.  Exhibits and reports on Form 8-K

         (a)  Exhibits:

31.1      Certification of Billy M. Rice,  President and Chief Executive Officer
          of CFB Bancshares, Inc., Pursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002.

31.2      Certification  of  Billy  M.  Rice,  Wendell  S.  Langley,  the  Chief
          Financial Officer of CFB Bancshares,  Inc., Pursuant to Section 302 of
          the Sarbanes-Oxley Act of 2002.

32.1      Certification of Billy M. Rice,  President and Chief Executive Officer
          of CFB Bancshares, Inc., Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

32.2      Certification  of  Billy  M.  Rice,  Wendell  S.  Langley,  the  Chief
          Financial Officer of CFB Bancshares,  Inc., Pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002.

         (b) Reports on Form 8-K:

          There have been no Current  Reports on Form 8-K filed during the three
          months ended March 31, 2005.


                                       15
<PAGE>

                                   SIGNATURES

          In  accordance  with  the   requirements  of  the  Exchange  Act,  the
          registrant  caused  this  report  to be  signed  on its  behalf by the
          undersigned, thereunto duly authorized.

                                    CFB BANCSHARES, INC.
                                    Registrant)

Date: May 13, 2005                  /s/Billy M. Rice
                                    --------------------------------------------
                                    Billy M. Rice, President and Chief Executive
                                    Officer (Principal Executive Officer)

Date: May 13, 2005                 /s/Wendell S. Langley
                                    --------------------------------------------
                                    Wendell S. Langley, Chief Financial Officer
                                   (Principal Financial Officer)












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