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, 2004

[ ]      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: 311,001 shares of Common Stock
as of May 7, 2004.

     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,  2004
          (Unaudited)  and  December 31, 2003                                  3

          Consolidated  Statements  of Income for the Three Month
          Periods Ended March 31, 2004 and 2003 (Unaudited)                    4

          Consolidated  Statements of  Comprehensive  Income
          for the Three Month Periods Ended March 31, 2004
          and 2003 (Unaudited)                                                 5

          Consolidated  Statement  of  Changes in  Shareholders'
          Equity for the Three Month Period Ended March 31, 2004
          (Unaudited)                                                          6

          Consolidated  Statements  of Cash  Flows for the Three
          Month  Periods Ended March 31, 2004 and 2003 (Unaudited)           7-8

          Notes to Consolidated Financial Statements for the
          Three Month Periods Ended March 31, 2004 and 2003
          (Unaudited)                                                       9-11

     Item 2. Management's Discussion and Analysis or Plan of Operation     12-14

     Item 3. Controls and Procedures                                          14

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

     Item 1. Legal Proceedings                                                15

     Item 2. Changes in Securities and Use of Proceeds                        15

     Item 3. Defaults upon Senior Securities                                  15

     Item 4. Submission of Matters to a Vote of Security Holders              15

     Item 5. Other Information                                                15

     Item 6. Exhibits and Reports on Form 8-K                                 15

SIGNATURES                                                                    16



                                       2
<PAGE>


                         PART I -- FINANCIAL INFORMATION


Item 1.  Financial Statements


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

             As of March 31, 2004 (Unaudited) and December 31, 2003

<TABLE>
<CAPTION>

                                                                           March 31, 2004               December 31, 2003
                                                                           --------------               -----------------
<S>                                                                            <C>                      <C>
Assets:
Cash and Due From Banks......................................                   $3,745                   $2,860
Federal Funds Sold...........................................                    4,080                    1,866
                                                                                 -----                    -----
Total Cash and Cash Equivalents..............................                    7,825                    4,726

Interest-Bearing Deposits in other Banks.....................                      893                      497
Investment Securities Available for Sale, At Fair Value......                   10,350                   11,104
Loans, Net...................................................                   55,787                   51,215
Premises and Equipment, Net..................................                    2,929                    2,954
Accrued Interest Receivable..................................                      398                      377
Foreclosed Real Estate.......................................                      253                      136

Prepaid Expenses and Other ..................................                      213                      210
                                                                                   ---                      ---
          Total Assets.......................................                  $78,648                  $71,219
                                                                               =======                  =======

Liabilities and Shareholders' Equity:
Liabilities:
Deposits
      Demand.................................................                  $33,731                  $30,236
      Term...................................................                   32,633                   32,872
                                                                                ------                   ------
          Total Deposits.....................................                   66,364                   63,108

Securities Sold Under Agreements to Repurchase...............                      385                      384
Advances from the Federal Home Loan Bank.....................                    5,340                      340
Trust Preferred Debt.........................................                    2,000                    2,000
Accrued Interest Payable.....................................                      112                      106
Accrued Income Taxes.........................................                       62                      103
Deferred Income Taxes........................................                      255                      244
Other........................................................                       34                       54
                                                                                    --                       --
        Total Liabilities....................................                   74,552                   66,339
                                                                                ------                   ------

Shareholders' Equity :
Common Stock, Par Value $1, Authorized 2,000,000 Shares;
Issued and Outstanding 311,001 Shares in 2004 352,654 Shares
in 2003).....................................................                      311                      353
Capital in Excess of Par Value...............................                    3,114                    3,988
Retained Earnings............................................                      646                      533
Accumulated Other Comprehensive Income.......................                       25                        6
                                                                                    --                        -
        Total Shareholders' Equity...........................                    4,096                    4,880
                                                                                 -----                    -----
Total Liabilities and Shareholders' Equity...................                  $78,648                  $71,219
                                                                               =======                  =======
</TABLE>

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



<PAGE>


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

               For The Three Months Ended March 31, 2004 and 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      For the Three Months Ended
                                                                              March 31,
                                                                  ---------------------------------
                                                                       2004               2003
                                                                  ----------------  ---------------
<S>                                                                   <C>                <C>
Interest Income
     Loans..........................................                  $  929             $ 839
     Investment Securities..........................                      76                69
     Federal Funds Sold.............................                       5                10
     Interest Bearing Deposits at other Banks.......                       3                 3
                                                                       -----              ----
     Total Interest Income..........................                   1,013               921

 Interest Expense...................................                     331               370
                                                                       -----              ----

Net Interest Income.................................                     682               551

Provision For Loan Losses...........................                      60                14
                                                                       -----              ----
Net Interest Income After Provision For Loan
     Losses.........................................                     622               537
                                                                       -----              ----

Noninterest Income
     Loan Fees and Other Service Charges............                     102                74
     Service Charges on Deposit Accounts ...........                     185               153
     Other .........................................                      28                27
                                                                       -----              ----
     Total Noninterest Income.......................                     315               254
                                                                       -----              ----

Noninterest Expense
     Salaries and Employee Benefits.................                     343               284
     Occupancy and Equipment Expense................                     100                90
     Office Supplies and Postage....................                      34                36
     Data Processing Expenses.......................                      93                85
     Advertising and Promotion......................                      20                11

     Other..........................................                     135               110
                                                                       -----              ----
     Total Noninterest Expense......................                     725               616
                                                                       -----              ----

Income Before Income Taxes .........................                     212               175
Income Taxes........................................                      99                65
                                                                       -----              ----

Net Income..........................................                  $  113             $ 110
                                                                       =====              ====

Earnings Per Share:
     Basic..........................................                                              $0.34             $0.31
                                                                                                  =====             =====
     Assuming Dilution..............................                                              $0.32             $0.30
                                                                                                  =====             =====
</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 Nine Months Ended March 31, 2004 and 2003
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                              For the Three Months Ended
                                                                                                        March 31,
                                                                                            ------------------------------
                                                                                                 2004            2003
                                                                                            --------------  --------------
<S>                                                                                               <C>              <C>
Net income.............................................................................           $ 113            $110
                                                                                                  -----            ----
Other comprehensive income (loss), net of tax:
     Unrealized gains (losses) on investment securities................................              30             (21)
     Reclassification adjustment for gains / losses included in net income.............               0               0
     Income taxes related to unrealized gains / losses on investment securities........             (11)              8
                                                                                                  -----
     Other comprehensive income (loss), net of tax.....................................              19             (13)
                                                                                                  -----            ----
     Comprehensive income..............................................................           $ 137             $97
                                                                                                   =====            ====
</TABLE>
The accompanying notes are an integral part of these financial statements.






















                                       5
<PAGE>


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

                    For the Three Months Ended March 31, 2004
<TABLE>
<CAPTION>
                                                                                       Accumulated
                                                      Capital in                          Other               Total
                                         Common      Excess of Par       Retained     Comprehensive       Shareholders'
                                          Stock          Value           Earnings      Income(Loss)           Equity
                                         -------     -------------       --------     -------------       -------------
<S>                                      <C>            <C>               <C>                <C>               <C>
Balances, December 31, 2003              $ 353          $ 3,988           $ 533              $  6              $ 4,880
Net Income......................             0                0             113                 0                  113
Purchase & Retirement of
41,653 Shares of Common Stock...           (42)            (874)              0                 0                 (916)
Other Comprehensive Gain........             0                0               0                19                   19
                                         -----          -------           -----              ----              -------
Balances, March 31, 2004                 $ 311          $ 3,114           $ 646              $ 25              $ 4,096
                                         =====          =======           =====              ====              =======
</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, 2004 and 2003
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                         For the Three Months Ended March 31,
                                                                             2004                      2003
                                                                   --------------------------   ------------------
<S>                                                                          <C>                    <C>
Operating Activities:
Net Income ...................................................               $  113                 $  110
                                                                             ------                 ------
Adjustments to Reconcile Net Income to Net Cash
        Provided by Operating Activities:
     Depreciation ............................................                   84                     89
     Provision for Loan Losses................................                   60                     14
    (Increase) Decrease in Accrued Interest Receivable .......                  (21)                    18
     (Increase)  Decrease in Prepaid Expenses and Other.......                   (3)                   (33)
     Increase (Decrease) in Accrued Interest Payable..........                    6                     (7)
     Increase (Decrease) in Accrued Income Taxes and Other
        Liabilities...........................................                  (61)                    39
                                                                             ------                 ------
           Total Adjustments..................................                   65                    120
                                                                             ------                 ------
            Net Cash Provided by Operating Activities.........                  178                    230
                                                                             ------                 ------
Investing Activities:
 Increase in Interest-Bearing Deposits in Other Banks.........                 (396)                  (100)
 Investment Securities Available for Sale:
     Purchases................................................               (3,150)                (4,360)
     Maturities...............................................                3,934                  2,500
 Purchases of Premises and Equipment..........................                  (59)                   (52)
Net Increase in Loans.........................................               (4,749)                  (775)
                                                                             ------                 ------
            Net Cash Used in Investing Activities.............               (4,420)                (2,787)
                                                                             ------                 ------
Financing Activities:
Dividends Paid................................................                    0                      0
Purchase and Retirement of Common Stock.......................                 (916)                     0
Increase in Securities Sold Under Agreements to Repurchase....                    1                      2
Net Increase in Advances from Federal Home Loan Bank                          5,000                      0

Increase in Deposits..........................................                3,256                  2,499
                                                                             ------                 ------
           Net Cash Provided by Financing Activities..........                7,341                  2,501
                                                                             ------                 ------
Net Increase (Decrease) in Cash and Cash Equivalents..........                3,099                   (56)
Cash and Cash Equivalents at Beginning of Period .............                4,726                  5,845
                                                                             ------                 ------
Cash and Cash Equivalents at End of Period ...................               $7,825                 $5,789
                                                                             ======                 ======
Supplementary Disclosures of Cash Flow Information:
  Cash Paid During the Period for:
    Interest..................................................               $  325                 $  377
    Income Taxes..............................................               $  180                 $   66
Supplementary Disclosures of NonCash Investing Activities:
Acquisition of Foreclosed Real Estate.........................               $  117                 $   64
Sales of Foreclosed Real Estate by Origination of Mortgage....               $    0                 $    0
Change in Gross Unrealized Gain / Loss on Investment
     Securities Available for Sale............................               $   30                 $  (21)
Change in Deferred Taxes Associated with Unrealized
     Gain / Loss on Investment Securities Available for Sale..               $   11                 $   (8)
Change in Net Unrealized Gain/ Loss on Investment Securities
     Available for Sale........................................              $   19                 $  (13)
</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, 2004 and 2003 (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 two  offices in  Wartburg  and Oliver
Springs,  Tennessee.  Its  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. In
March  2004  Citizens  First  Bank  opened a Loan  Production  Office in Oneida,
Tennessee for the purpose of offering the aforementioned lending products.

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, 2004 and 2003,  and as of March 31, 2004 have been  prepared on
the same basis as the Company's audited financial  statements as of December 31,
2003 and for the year ended December 31, 2003. 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,  2004 and the
results of  operations  and cash flows for the three months ended March 31, 2004
and 2003 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>

                                                     For the Three Months
                                                        Ended March 31
                                                        (In thousands)
                                                  ----------------------------
                                                      2004            2003
                                                  -------------    -----------
Net Income, as Reported                           $        113     $      110
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     $      110
                                                  =============    ===========
Earnings Per Share:
 Basic - as Reported                              $       0.34     $     0.31
                                                  =============    ===========
 Basic - Pro Forma                                $       0.34     $     0.31
                                                  =============    ===========
 Diluted - as Reported                            $       0.32     $     0.30
                                                  =============    ===========
 Diluted - Pro Forma                              $       0.32     $     0.30
                                                  =============    ===========

Earnings Per Share - Earnings per share is based on the following:

                                                        For the Three Months
                                                           Ended March 31,
                                                    ----------------------------
                                                       2004            2003
                                                    ------------    ------------
Weighted Average Number
 of Shares Outstanding
 Used for Basic Calculation                            332,817         353,904
Effect of Dilutive Stock Options                        17,182          12,779
                                                    ------------    ------------
Number of Shares Used for
 Calculation Assuming Dilution                         349,999         366,683
                                                    ============    ============

NOTE 3 - STOCK OPTION PLANS

Key Employee Plan - In April 1998, the shareholders approved a stock option plan
for key employees.  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 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:

                                                Periods Ended December 31,
                                                --------------------------
                                                2004               2003
                                          ------------------- ------------------
Dividend Yield                                   0%                 0%
Expected Life                                  9.9 years           9.9 years
Expected Volatility                             16%                16%
Risk-Free Interest Rate                        5.7%               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>
                                             2004                            2003
                                   ---------------------------    -----------------------------
                                                   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           0.00                0            0.00
Exercised                                    0           0.00                0            0.00
Forfeited                                    0           0.00                0            0.00
                                   ------------    -----------    -------------    ------------
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                 $      0.00                    $       0.00
</TABLE>
Information pertaining to options outstanding at March 31, 2004 is as follows:

<TABLE>
<CAPTION>
                                                       Options Outstanding                            Options Exercisable
                                       ----------------------------------------------------     --------------------------------
                                                              Weighted
                                                               Average          Weighted                             Weighted
                                                              Remaining          Average                             Average
             Range of                       Number           Contractual        Exercise           Number            Exercise
         Exercise Prices                 Outstanding            Life              Price          Exercisable          Price
-----------------------------------    -----------------    --------------     ------------     --------------     -------------
         <S>                                <C>               <C>              <C>                 <C>             <C>
         $15.00 - $15.00                    54,000            4.1 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, 2004 AND 2002

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, 2004 and 2003.  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, 2004 and December 31, 2003

     Total  assets grew 10.4% from  December 31, 2003 to March 31, 2004 as total
assets  increased $ 7.4 million from $71.2 million at December 31, 2003 to $78.6
million at March 31,  2004.  The primary  increase in asset  categories  for the
three month period ended March 31, 2004 was a $4.6 million increase in net loans
and a $2.2 million increase in Federal Funds sold. Total deposits increased $3.3
million,  or 5.2%,  from $63.1  million at December 31, 2003 to $66.4 million at
March 31,  2004.  CFB is  continuing  to attract  new  customers  at both of its
current locations.

     Total shareholders' equity decreased  approximately $784,000 as CFB had net
income of approximately  $113,000,  a net unrealized gain on  available-for-sale
securities of approximately  $19,000, and purchased and retired 41,653 shares of
common stock at a cost of approximately $916,000.

                                       11

<PAGE>

Comparison of Results of Operations

     During the three months ended March 31, 2004, net income was  approximately
$113,000 or $0.34 per share. During the three months ended March 31, 2003, a net
income was approximately $110,000 or $0.31 per share.

Net Income

     Net income for the three months ended March 31, 2004 totaled  approximately
$113,000.  This amount is $26,000 less than the budgeted  amount.  The March 31,
2004 net interest margin  (annualized) was 3.96% compared to 3.44% for March 31,
2003 as deposit  account  rates have  repriced  more  quickly  than loan  rates.
Management  anticipates  substantially  achieving  the 2004 net income budget of
$602,000.  Net  income  for the  three  months  ended  March  31,  2003  totaled
approximately $110,000.

Net Interest Income

     Net interest income was $682,000 for the three months ended March 31, 2004,
an increase of approximately 23.8% or $131,000 over the same period in 2003. The
increase in net interest income was due primarily to the increase in the average
earning assets of CFB. CFB's net interest  margin  increased due to the yield on
CFB's  interest  bearing  assets  increasing  while the rates on CFB's  interest
bearing liabilities declined to a greater degree.  Average loans net of unearned
interest income increased  approximately  $8.2 million to $52.6 million at March
31, 2004, as compared to $44.4  million at March 31, 2003.  Average loans net of
unearned interest income at March 31, 2004 were  approximately  79.6% of average
total earning assets at March 31, 2004 and 75% at March 31, 2003.

     The yield on total  earning  assets  declined 6 basis  points for the three
months  ended March 31, 2004 as  compared  to the three  months  ended March 31,
2003.  The primary reason for the decline in yields on earning assets was due to
declines in the general  interest  rate  environment.  During 2003,  the Federal
Reserve  lowered key interest rates 25 basis points.  The yield on average loans
was 7.07% for the three months ended March 31, 2004 as compared to 7.56% for the
three months ended March 31, 2003.  Investment  yields increased 32 basis points
during the three  months  ended March 31, 2004 as compared to the same period in
2003.  Yields on federal  funds sold,  the rates on which can change  overnight,
declined 26 basis points due to the decline in the interest rate environment.

     Total  interest  expense was  $331,000 for the three months ended March 31,
2004, a 10.5%  decrease as compared to the same period in 2003. The average rate
on  interest-bearing  liabilities was 2.18% for the three months ended March 31,
2004,  58  basis  points  lower  than  the  average  rate  on   interest-bearing
liabilities  during the three months  ended March 31, 2003.  The decrease in the
rates on deposits  during 2004 as compared to 2003 can be attributed to the rate
on CFB's deposits  continuing to decline as CFB repriced  maturing time deposits
into lower rates and attracted new deposits at lower rates.

Provision For Loan Losses

     The provision for loan loss was approximately  $60,000 for the three months
ended  March 31,  2004.  This was the result of net charge  offs of $30,000  and
maintaining  the  loan  loss  reserve  at  a  level  considered  appropriate  by
management.   This  amount  was  more  than  the  budgeted  amount.   Management
anticipates the 2004 provision for loan loss expense to be greater than the 2003
expense of $163,000 on an annual basis.

     The provision for loan loss expense was approximately $14,000 for the three
months ended March 31, 2003 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, 2003 were approximately $30,000.

                                       12

<PAGE>

     As a percentage of average loans,  the annualized  rate of net  charge-offs
was .23% for the three months ended March 31, 2004  compared to a .27% ratio for
fiscal  period  2003.  We expect that net  charge-offs  will be moderate for the
remainder  of 2004.  While  this is our  expectation  based on our own  internal
procedures,  reviews and  knowledge of CFB's loan  portfolio and market area, we
cannot  assure you that net  charge-off  levels  will not be higher  than levels
realized thus far during 2004.

     As of March 31, 2004,  after  reviewing  the  allowance  for loan losses we
concluded  that the balance was adequate to provide for  potential  losses based
upon an evaluation of risk in the loan portfolio.  Despite our 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,  we  maintain a reserve  for loan  losses that we believe is adequate to
absorb losses within the loan portfolio.

Noninterest Income

     Noninterest  income  for the three  months  ended  March 31,  2004  totaled
approximately $315,000,  compared to approximately $254,000 for the three months
ended  March  31,  2003,  and was more  than the  budgeted  amount  by  $26,000.
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. We have budgeted 2004
noninterest  income to total $1.2 million.  Amounts  achieved  through March 31,
2004 appear to be on target to meet the budgeted amount.

Noninterest Expense

     Noninterest  expense  totaled  approximately  $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 other expense items.

     Noninterest expense was $616,000 for the three months ended March 31, 2003.
This amount was comprised of  approximately  $284,000 for salaries and benefits,
approximately $90,000 for premises and equipment expense,  approximately $85,000
for data  processing  expenses,  and  approximately  $157,000 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 $99,000  and  $65,000 for the three
months ended March 31, 2004 and 2003,  respectively.  The effective tax rate for
the three month periods ended March 31, 2004 and 2003 were  approximately  46.7%
and  37%,  respectively.  The  increase  in  the  effective  tax  rate  for  the
three-month   period  ended  March  31,  2004  was   primarily  due  to  certain
nondeductible  costs  associated  with the purchase and retirement of our common
stock.


                                       13

<PAGE>

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

     CFB's  equity  capital  was  approximately  $4.1  million at March 31, 2004
compared  to $4.9  million  at year end 2003.  This  decrease  of  approximately
$784,000 consists primarily of CFB's net income for the three months ended March
31, 2004 of approximately  $113,000, a net unrealized gain on available-for-sale
securities of approximately  $19,000,  and the purchase and retirement of common
stock  at  a  cost  of  approximately   $916,000.  CFB  is  subject  to  certain
restrictions  on the  amount of  dividends  that it may  declare  without  prior
regulatory approval.

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, 2004, CFB decreased available
for sale securities by approximately  $754,000 from approximately  $11.1 million
at year end 2003 to  approximately  $10.3  million at March 31,  2004.  Deposits
increased  approximately  $3.3  million  during the three months ended March 31,
2004.  CFB has $2.5 million in available  federal funds lines and  approximately
$1.6 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,  2004,  CFB had  $385,000 in
repurchase agreement balances outstanding.

     At March 31, 2004, CFB had capital of $4.1 million, or 5.2% of total assets
as compared to $4.9  million,  or 6.8% at December 31,  2003.  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, 2004,
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)).  Based on that evaluation, the Chief Executive Officer and the Chief
Financial  Officer have concluded that CFB's disclosure  controls and procedures
are effective as of March 31, 2004 to ensure that material  information relating
to CFB and CFB's  consolidated  subsidiaries  is made known to such  officers by
others  within  these  entities,  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, 2004.


                                       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  14  , 2004                  /s/ Billy M. Rice
          -----                        -----------------------------------------
                                       Billy M. Rice, President and Chief
                                       Executive Officer (principal executive
                                       officer)

Date: May  14  , 2004                  /s/ Wendell S. Langley
          -----                        -----------------------------------------
                                       Wendell S. Langley, Chief Financial
                                       Officer














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