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 September 30, 2003

[ ]      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: 352,654 shares of Common Stock
as of November 12, 2003.

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

<PAGE>


CONTENTS

PART I.  FINANCIAL INFORMATION
         ---------------------
<TABLE>
<CAPTION>

         Item 1.  Financial Statements
<S>                                                                                                              <C>
                  Consolidated Balance Sheets as of September 30, 2003 (Unaudited)
                  and December 31, 2002                                                                          3

                  Consolidated Statements of Income for the Three and Nine Month
                  Periods Ended September 30, 2003 and 2002 (Unaudited)                                          4

                  Consolidated Statements of Comprehensive Income for the
                  Nine Month Periods Ended September 30, 2003 and 2002 (Unaudited)                               5

                  Consolidated Statement of Changes in Shareholders' Equity for the
                  Nine Month Period Ended September 30, 2003 (Unaudited)                                         6

                  Consolidated Statements of Cash Flows for the Nine Month Periods
                  Ended September 30, 2003 and 2002 (Unaudited)                                                7-8

                  Notes to Consolidated Financial Statements for the Three and Nine Month
                  Periods Ended September 30, 2003 and 2002 (Unaudited)                                       9-11

         Item 2.  Management's Discussion and Analysis or Plan of Operation                                  12-15

         Item 3.  Controls and Procedures                                                                       15


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

         Item 1.  Legal Proceedings                                                                             16

         Item 2.  Changes in Securities and Use of Proceeds                                                     16

         Item 3.  Defaults upon Senior Securities                                                               16

         Item 4.  Submission of Matters to a Vote of Security Holders                                           16

         Item 5.  Other Information                                                                             16

         Item 6.  Exhibits and Reports on Form 8-K                                                              16

SIGNATURES                                                                                                      17

</TABLE>

                                       2
<PAGE>



                         PART I -- FINANCIAL INFORMATION


Item 1.  Financial Statements

<TABLE>
<CAPTION>

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

           As of September 30, 2003 (Unaudited) and December 31, 2002
                                                                         September 30, 2003      December 31, 2002
<S>                                                                            <C>                      <C>

Assets:
Cash and Due From Banks......................................                  $ 2,617                  $ 2,476
Federal Funds Sold...........................................                      538                    3,369
                                                                               -------                    -----
Total Cash and Cash Equivalents..............................                    3,155                    5,845

Interest-Bearing Deposits in other Banks.....................                      797                      694
Investment Securities Available for Sale, At Fair Value......                   10,526                   10,305
Loans, Net...................................................                   49,705                   44,291
Premises and Equipment, Net..................................                    3,009                    3,130
Accrued Interest Receivable..................................                      343                      344
Foreclosed Real Estate.......................................                      155                      175
Prepaid Income Taxes.........................................                        0                       93
Prepaid Expenses and Other ..................................                      237                      163
                                                                               -------                  -------
          Total Assets.......................................                  $67,927                  $65,040
                                                                               =======                  =======

Liabilities and Shareholders' Equity:
Liabilities:
Deposits
      Demand.................................................                  $31,435                  $27,548
      Term...................................................                   30,875                   32,254
                                                                               -------                  -------
          Total Deposits.....................................                   62,310                   59,802

Securities Sold Under Agreements to Repurchase...............                      382                      378
Accrued Interest Payable.....................................                      112                      124
Accrued Income Taxes.........................................                      132                        0
Deferred Income Taxes...........................................                   104                      196
Other........................................................                      189                       58
                                                                               -------                   ------
        Total Liabilities....................................                   63,229                   60,558
                                                                               -------                   ------

Shareholders' Equity :
Common Stock, Par Value $1, Authorized 2,000,000 Shares;
Issued and Outstanding 352,654 Shares in 2003 (353,904 Shares
in 2002).....................................................                      353                      354
Capital in Excess of Par Value...............................                    3,989                    4,016
Retained Earnings............................................                      391                       57
Accumulated Other Comprehensive Income (Loss)................                      (35)                      55
                                                                               -------                  -------
        Total Shareholders' Equity...........................                    4,698                    4,482
                                                                               -------                  -------
Total Liabilities and Shareholders' Equity...................                  $67,927                  $65,040
                                                                               =======                  =======
</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 and Nine Months Ended September 30, 2003 and 2002
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                            For the Three Months Ended         For the Nine Months Ended
                                                                   September 30,                     September 30,
                                                               2003            2002             2003              2002
                                                          --------------   -------------   --------------   -----------
<S>                                                            <C>             <C>             <C>               <C>
Interest Income
     Loans..........................................          $ 894           $ 875            $2,583            $2,604
     Investment Securities..........................             73              89               228               272
     Federal Funds Sold.............................              3              15                21                42
     Interest Bearing Deposits at other Banks.......              3               0                10                 0
                                                              -----           -----            ------            ------
     Total Interest Income..........................            973             979             2,842             2,918

 Interest Expense...................................            308             436             1,030             1,314
                                                              -----           -----            ------            ------

Net Interest Income.................................            665             543             1,812             1,604

Provision For Loan Losses...........................             88              99               120               220
                                                              -----           -----            ------            ------
Net Interest Income After Provision For Loan
    Losses..........................................            577             444             1,692             1,384
                                                              -----           -----            ------            ------

Noninterest Income
     Loan Fees and Other Service Charges............             99              76               278               233
     Service Charges on Deposit Accounts ...........            180             184               520               441
     Other .........................................             23              17                63                41
                                                              -----           -----            ------            ------
     Total Noninterest Income.......................            302             277               861               715
                                                              -----           -----            ------            ------
Noninterest Expense
     Salaries and Employee Benefits.................            295             289               863               851
     Occupancy and Equipment Expense................             95              89               279               269
     Office Supplies and Postage....................             28              33                95                93
     Data Processing Expenses.......................             83              89               252               238
     Advertising and Promotion......................             16              12                41                49
     Organizational and Start-up Expenses for
        Peoples Bank................................             77               0               120                 0
     Other..........................................            123              84               360               260
                                                              -----           -----            ------            ------
     Total Noninterest Expense......................            717             596             2,010             1,760
                                                              -----           -----            ------            ------

Income Before Income Taxes .........................            162             125               543               339
Income Taxes........................................             50              52               209               124
                                                              -----           -----            ------            ------
Net Income..........................................          $ 112           $  73            $  334            $  215
                                                              =====           =====            ======            ======

Earnings Per Share:
     Basic..........................................          $0.32           $0.21             $0.95              0.61
                                                              =====           =====            ======            ======
     Assuming Dilution..............................          $0.30           $0.20             $0.91             $0.59
                                                              =====           =====            ======            ======
</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 September 30, 2003 and 2002
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                             For the Nine Months Ended
                                                                                       September 30,
                                                                           ----------------------------
                                                                                2003            2002
                                                                           -------------  -------------
<S>                                                                             <C>            <C>
Net income..................................................................... $335           $215
                                                                                ----           ----
Other comprehensive income (loss), net of tax:
     Unrealized gains (losses) on investment securities........................ (145)            69
     Reclassification adjustment for gains/losses included in net income.......    0              0
     Income taxes related to unrealized gains/losses on investment securities..   55            (26)
                                                                                ----           ----
     Other comprehensive income (loss), net of tax.............................  (90)            43
                                                                                ----           ----
     Comprehensive income...................................................... $245           $258
                                                                                ====           ====
</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 Nine Months Ended September 30, 2003

<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, 2002               $354           $4,016            $ 57             $ 55               $4,482
Net Income......................             0                0             334                0                  334
Purchase & Retirement of Common
Stock....................                   (1)             (27)              0                0                  (28)
Other Comprehensive Loss........             0                0               0              (90)                 (90)
                                          ----           ------            ----             -----              ------
Balances, September 30, 2003              $353           $3,989            $391             $(35)              $4,698
                                          ====           ======            ====             =====              ======
</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 Nine Months Ended September 30, 2003 and 2002
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        For the Nine Months Ended September 30,
                                                                   -----------------------------------------------
                                                                              2003                      2002
                                                                   --------------------------   ------------------
<S>                                                                        <C>                    <C>
 Operating Activities:                                                     $   334                $   215
                                                                           -------                -------
Net Income ...................................................
Adjustments to Reconcile Net Income to Net Cash
        Provided by Operating Activities:
     Depreciation ............................................                 256                    222
     Provision for Loan Losses................................                 120                    220
     Decrease in Accrued Interest Receivable .................                   1                      9
     (Increase)  Decrease in Prepaid Expenses and Other.......                  19                   (128)
     (Decrease) in Accrued Interest Payable...................                 (12)                   (35)
     Increase in Accrued Income Taxes and Other
        Liabilities...........................................                 226                     75
                                                                           -------                -------
           Total Adjustments..................................                 610                    363
                                                                           -------                -------
            Net Cash Provided by Operating Activities.........                 944                    578
                                                                           -------                -------
Investing Activities:
 Increase in Interest-Bearing Deposits in Other Banks.........                (103)                     0
 Investment Securities Available for Sale:
     Purchases................................................             (10,966)                (9,304)
     Maturities...............................................              10,600                  7,750
 Purchases of Premises and Equipment..........................                (135)                  (674)
Net Increase in Loans.........................................              (5,514)                (3,626)
                                                                           -------                -------
            Net Cash Used in Investing Activities.............              (6,118)                (5,855)
                                                                           -------                -------
Financing Activities:
Dividends Paid................................................                   0                    (35)
Purchase and Retirement of Common Stock.......................                 (28)                     0
Increase in Securities Sold Under Agreements to Repurchase....                   4                      7
Net Increase in Deposits......................................               2,508                  9,104
                                                                           -------                -------
           Net Cash Provided by Financing Activities..........               2,484                  9,075
                                                                           -------                -------
Net Increase (Decrease) in Cash and Cash Equivalents..........              (2,690)                 3,798
Cash and Cash Equivalents at Beginning of Period .............               5,845                  2,520
                                                                           -------                -------
Cash and Cash Equivalents at End of Period ...................             $ 3,155                $ 6,319
                                                                           =======                =======
Supplementary Disclosures of Cash Flow Information:
  Cash Paid During the Period for:
    Interest..................................................              $1,042                 $1,349
    Income Taxes..............................................                 $77                   $107
Supplementary Disclosures of Non Cash Investing Activities:
Acquisition of Foreclosed Real Estate.........................                 $90                    $38
Sales of Foreclosed Real Estate by Origination of Mortgage
Loans.....                                                                    $110                     $0
Change in Gross Unrealized Gain / Loss on Investment
     Securities Available for Sale............................               $(145)                   $69
Change in Deferred Taxes Associated with Unrealized
     Gain / Loss on Investment Securities Available for Sale..                $(55)                   $26
Change in Net Unrealized Gain/ Loss on Investment Securities
     Available for Sale.......................................                $(90)                   $43

</TABLE>


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

                                       7

<PAGE>


                       CITIZENS FIRST BANK AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     September 30, 2003 and 2002 (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.

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 and nine
months ended September 30, 2003 and 2002, and as of September 30, 2003 have been
prepared  on the same basis as the Bank's  audited  financial  statements  as of
December 31, 2002 and for the year ended  December  31, 2002.  In the opinion of
management, all adjustments,  consisting of normal recurring accruals, necessary
to present fairly the financial position of the Company as of September 30, 2003
and the results of operations and cash flows for the three and nine months ended
September 30, 2003 and 2002 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             For the Six Months
                                                         Ended June 30                  Ended June 30
                                                        (In thousands)                  (In thousands)
                                                  ----------------------------    ---------------------------
                                                      2003            2002           2003           2002
                                                  -------------    -----------    -----------    ------------
<S>                                               <C>              <C>            <C>            <C>
Net Income, as Reported                           $        112     $       73     $      334     $       215
Less: Total Stock-Based Employee
 Compensation Expense Determined
 Under Fair Value Based Method
 for All Awards, Net of Related Tax Effects                  0              0              0               0
                                                  -------------    -----------    -----------    ------------
Pro Forma Net Income                              $        112     $       73     $      334     $       215
                                                  =============    ===========    ===========    ============
Earnings Per Share:
 Basic - as Reported                              $       0.32     $     0.21     $     0.95     $      0.61
                                                  =============    ===========    ===========    ============
 Basic - Pro Forma                                $       0.32     $     0.21     $     0.95     $      0.61
                                                  =============    ===========    ===========    ============
 Diluted - as Reported                            $       0.30     $     0.20     $     0.91     $      0.59
                                                  =============    ===========    ===========    ============
 Diluted - Pro Forma                              $       0.30     $     0.20     $     0.91     $      0.59
                                                  =============    ===========    ===========    ============

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

                                                      For the Three Months           For the Nine Months
                                                       Ended September 30            Ended September 30
                                                   ----------------------------   --------------------------
                                                      2003            2002           2003           2002
                                                   ------------    ------------   -----------    -----------
Weighted Average Number
 of Shares Outstanding
 Used for Basic Calculation                            352,654         353,904       353,071        353,904
Effect of Dilutive Stock Options                        15,429          11,368        15,429         11,368
                                                   ------------    ------------   -----------    -----------
Number of Shares Used for
 Calculation Assuming Dilution                         368,083         365,272       368,500        365,272
                                                   ============    ============   ===========    ===========

</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 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                                                 16.0%
Risk-Free Interest Rate                                              5.7%

                                       9

<PAGE>
A summary of the status of the  Company's  stock option plans as of September 30
is presented below:
<TABLE>
<CAPTION>

                                              2003                            2002
                                   ---------------------------    -----------------------------
                                                    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  September  30,  2003 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            4.5 years        $    15.00            54,000        $      15.00
</TABLE>

NOTE 4 - NEW BANK FORMATION

The Company's management and certain individual organizers recently attempted to
organize a new bank called  Peoples  Bank of Scott County (in  organization)  in
Oneida,  Tennessee  ("Peoples Bank").  The Company offered to sell shares of its
common stock in connection with the new bank organization.  However,  sufficient
shares to open the new bank were not subscribed for and the offering  terminated
on September 10, 2003.  Organizational and start-up costs totaling $196,000 were
incurred by Peoples Bank as of September 30, 2003 and these costs were shared by
the  organizers and the Company as outlined in their  agreement.  Organizational
and start-up expenses totaling $77,000 for the three months and $120,000 for the
nine  months  ended  September  30,  2003 have be  expensed  by the  Company  in
accordance with AICPA Statement of Position 98-5.

NOTE 5 - SUBSEQUENT EVENT

On November 11, 2003 the Company  mailed to each  shareholder  a tender offer to
purchase for cash and retire up to 45,454  shares of its common stock at $22 per
share. The purchase of stock is subject to the terms and conditions as stated in
the tender offer that expires on December 12, 2003, if not extended. The purpose
of the offer is to attempt to reduce the number of persons  owning shares of the
Company's  common  stock  below 300 so that the  Company's  common  stock can be
deregistered  with the  Securities  and Exchange  Commission and the Company can
become a private  company.  The  Company  intends to issue  $2,000,000  in trust
preferred  securities to pay for the tendered shares. These securities will bear
a variable  interest rate of LIBOR + 2.95% and cannot be repaid until after five
years from their issuance. The Company will issue junior subordinated debentures
to a wholly  owned  business  trust which will,  in turn,  sell a like amount of
capital securities through an underwritten offering to institutional  investors,
so that  portions  of the trust  preferred  securities  will  count  toward  the
Company's minimum required capital under regulations  promulgated by the Federal
Reserve.  The Company will  guarantee  the  payments  required to be made in the
future by the trust.


                                       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 SEPTEMBER 30, 2003 AND 2002
----------------------------------------------------------------------------
GENERAL
-------

     The Management's Discussion and Analysis of Financial Condition and Results
of  Operations  of CFB  Bancshares,  Inc.  ("CFB")  covers the nine months ended
September 30, 2003 and 2002.  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 September 30, 2003 and December 31, 2002

     Total assets grew from  December  31, 2002 to  September  30, 2003 as total
assets  increased $2.9 million or 4.5%,  from $65.0 million at December 31, 2002
to $67.9 million at September 30, 2003. The primary increase in asset categories
for the three month period ended September 30, 2003 was a $5.4 million  increase
in net loans. Total deposits increased $2.5 million, or 4.2%, from $59.8 million
at December 31, 2002 to $62.3 million at September  30, 2003.  CFB is continuing
to attract new customers at both of its current locations.

     Total shareholders' equity increased  approximately $216,000 as CFB had net
income of approximately  $334,000,  a net unrealized loss on  available-for-sale
securities  of   approximately   $90,000,   and  retired  stock  at  a  cost  of
approximately $28,000.

                                       11

<PAGE>

Comparison of Results of Operations

     During the three months ended  September 30, 2003,  the Company  attained a
net income of approximately $112,000 or $0.32 per share. During the three months
ended September 30, 2002, the Bank had a net income of approximately  $73,000 or
$0.21 per share.

Net Income

     Net  income  for  the  three  months  ended   September  30,  2003  totaled
approximately  $112,000.  This amount is $15,000 less than the budgeted  amount.
The September 30, 2003 net interest  margin  (annualized)  was 4.36% compared to
3.82% for September 30, 2002 as deposit account rates have repriced more quickly
than loan rates.  Management  anticipates  substantially  achieving the 2003 net
income budget of $494,000.  Net income for the three months ended  September 30,
2002 totaled approximately $73,000.

Net Interest Income


     Net interest  income was $665,000 for the three months ended  September 30,
2003, an increase of approximately 22% or $122,000 over the same period in 2002.
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  slightly as
the yield on CFB's interest bearing assets decreased to a lesser degree than the
rates on CFB's interest bearing deposits. Average loans net of unearned interest
income  increased  approximately  $5.2 million to $48.1 million at September 30,
2003, as compared to $42.9  million at September 30, 2002.  Average loans net of
unearned interest income at September 30, 2003 were approximately 79% of average
total earning assets at September 30, 2003 and 77% at September 30, 2002.

     The yield on total  earning  assets  declined 46 basis points for the three
months ended  September 30, 2003 as compared to the three months ended September
30, 2002. The primary reason for the decline in yields on earning assets was due
to declines in the general interest rate  environment.  During 2002, the Federal
Reserve lowered key interest rates 75 basis points in a series of rate cuts. The
Federal  Reserve has lowered key  interest  rates 25 basis  points in 2003.  The
yield on average  loans was 7.44% for the three months ended  September 30, 2003
as compared to 7.97% for the three months ended  September 30, 2002.  Investment
yields  declined 106 basis points  during the three months ended  September  30,
2003 as  compared  to the same  period in 2002  again due to the  decline in the
general  interest rate  environment.  Yields on federal funds sold, the rates on
which can change  overnight,  declined 42 basis points due to the decline in the
interest rate environment.

     Total  interest  expense was $308,000 for the three months ended  September
30,  2003,  a 29%  decrease as compared to the same period in 2002.  The average
rate on  interest-bearing  liabilities  was  2.28% for the  three  months  ended
September   30,  2003,   106  basis  points  lower  than  the  average  rate  on
interest-bearing  liabilities  during the three months ended September 30, 2002.
The  decrease  in the rates on  deposits  during 2003 as compared to 2002 can be
attributed  to the  decline in  interest  rates  during the latter part of 2002.
Initially,  as rates began to decline after the Federal Reserve lowered interest
rates,  CFB's deposit rates did not lower as quickly as did the rates on earning
assets.  However, as rates moderated during the latter part of 2002 and remained
at their lower levels,  the rate on CFB's  deposits  continued 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  $88,000 for the three months
ended  September 30, 2003. This was the result of net charge offs of $27,000 and
maintaining the loan loss reserve at a level considered

                                       12

<PAGE>

appropriate  by  management.  This  amount  was less than the  budgeted  amount.
Management anticipates the 2003 provision for loan loss expense to be lower than
the 2002 expense of $288,000 on an annual basis.

     The provision for loan loss expense was approximately $99,000 for the three
months ended  September 30, 2002 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 September 30, 2002 were approximately $37,000.

     As a percentage of average loans,  the annualized  rate of net  charge-offs
was 0.06% for the three  months  ended  September  30, 2003  compared to a 0.09%
ratio  for  fiscal  period  2002.  It  is  management's   expectation  that  net
charge-offs  will  be  moderate  for  the  remainder  of  2003.  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 2003.

     As of September  30, 2003,  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  September  30, 2003 totaled
approximately $302,000,  compared to approximately $277,000 for the three months
ended  September  30, 2002,  and was more than the  budgeted  amount by $18,000.
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 2003 noninterest  income to total $1,126,000.  Amounts achieved through
September 30, 2003 appear to be on target to meet the budgeted amount.

Noninterest Expense

     Noninterest  expense  totaled  approximately  $717,000 for the three months
ended  September 30, 2003. This amount was comprised of  approximately  $295,000
for  salaries and  benefits,  approximately  $95,000 for premises and  equipment
expense,  approximately  $83,000  for data  processing  expenses,  approximately
$77,000 for  organizational  and start-up costs for Peoples Bank of Scott County
(in organization), and approximately $167,000 for other expense items.

     Noninterest  expense was $596,000 for the three months ended  September 30,
2002.  This amount was  comprised  of  approximately  $289,000  for salaries and
benefits,   approximately   $89,000  for   premises   and   equipment   expense,
approximately $89,000 for data processing expenses,  and approximately  $129,000
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 $50,000  and  $52,000 for the three
months ended September 30, 2003 and 2002,  respectively.  The effective tax rate
for the three month periods ended September 30, 2003 and 2002 were approximately
31% and 42%, respectively.

                                      13

<PAGE>
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

Comparison of Results of Operations

     During the nine months ended  September  30, 2003,  the Company had a total
net  income of  $334,000  or $0.95  per  share.  During  the nine  months  ended
September 30, 2002,  the Company  attained a net income of $215,000 or $0.61 per
share.

Net Income

     Net income for the first nine months of 2003 totaled $334,000.  This amount
is $28,000 less than the budgeted amount primarily due to the expenses  incurred
related to the attempt to organize a new bank.  The Bank's net  interest  margin
increased  during the first nine  months of 2003.  The  September  30,  2003 net
interest margin  (annualized) was 3.97%.  Management  anticipates  substantially
achieving the 2003 net income budget of $494,000.

     Net income for the nine months ended  September 30, 2002 totaled  $215,000.
This amount was less than the budgeted  amount of $108,000  primarily due to the
expense  required  to  maintain  the loan  loss  reserve  at a level  considered
appropriate  by  management.  The Bank's net  interest  margin  (annualized)  at
September 30, 2002 was 3.82%.

Net Interest Income

     Net interest  income was $1,812,000 for the nine months ended September 30,
2003,  an increase of  approximately  13.0% or $208,000  over the same period in
2002.  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  slightly
as the yield on CFB's interest  bearing assets decreased to a lesser degree than
the rates on CFB's  interest  bearing  deposits.  Average  loans net of unearned
interest  income  increased  approximately  $3.5  million  to $46.4  million  at
September 30, 2003, as compared to $42.9 million at September 30, 2002.  Average
loans net of unearned  interest income at September 30, 2003 were  approximately
76% of average total  earning  assets at September 30, 2003 and 77% at September
30, 2002.

     The yield on total  earning  assets  declined 72 basis  points for the nine
months ended  September 30, 2003 as compared to the nine months ended  September
30, 2002. The primary reason for the decline in yields on earning assets was due
to declines in the general interest rate  environment.  During 2002, the Federal
Reserve lowered key interest rates 75 basis points in a series of rate cuts. The
Federal  Reserve has lowered key  interest  rates 25 basis  points in 2003.  The
yield on average loans was 7.42% for the nine months ended September 30, 2003 as
compared to 8.10% for the nine  months  ended  September  30,  2002.  Investment
yields declined 107 basis points during the first nine months as compared to the
same  period in 2002  again due to the  decline  in the  general  interest  rate
environment.  Yields on  federal  funds  sold,  the  rates on which  can  change
overnight,  declined  41 basis  points due to the decline in the  interest  rate
environment.

     Total interest  expense was $1,030,000 for the nine months ended  September
30,  2003,  a 22%  decrease as compared to the same period in 2002.  The average
rate on  interest-bearing  liabilities  was  2.53%  for the  nine  months  ended
September   30,   2003,   92  basis  points  lower  than  the  average  rate  on
interest-bearing  liabilities  during the nine months ended  September 30, 2002.
The  decrease  in the rates on  deposits  during 2003 as compared to 2002 can be
attributed  to the  decline in  interest  rates  during the latter part of 2002.
Initially,  as rates began to decline after the Federal Reserve lowered interest
rates,  CFB's deposit rates did not lower as quickly as did the rates on earning
assets.  However, as rates moderated during the latter part of 2002 and remained
at their lower levels,  the rate on CFB's  deposits  continued to decline as CFB
repriced  maturing  time deposits into lower rates and attracted new deposits at
lower rates.


                                       14

<PAGE>
Noninterest Income

     Noninterest  income through September 30, 2003 totaled $861,000 compared to
$715,000 for the nine months ended  September 30, 2002.  Noninterest  income for
the nine  months  ended  September  30,  2003  exceeded  the budget by  $19,000.
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 2003 noninterest  income to total $1,126,000.  Amounts achieved through
September  30, 2003 appear to be on target to  substantially  meet the  budgeted
amount.

Noninterest Expense

     Noninterest  expense  totaled  approximately  $2,010,000 for the first nine
months of 2003. This amount was comprised of $863,000 for salaries and benefits,
$279,000 for  occupancy  and  equipment  expense,  $252,000 for data  processing
expense,  approximately  $120,000  for  organizational  and  start-up  costs for
Peoples Bank of Scott County (in  organization),  and $496,000 for other expense
items.

     Noninterest  expense  totaled  approximately  $1,760,000 for the first nine
months of 2002. This amount was comprised of $851,000 for salaries and benefits,
$269,000 for  occupancy  and  equipment  expense,  $238,000 for data  processing
expense, and $403,000 for other expense items.

Provision for Loan Losses

     The  provision  for loan  losses was  approximately  $120,000  for the nine
months  ended  September  30,  2003.  This was the result of net charge  offs of
$80,000 and maintaining the loan loss reserve at a level considered  appropriate
by management. This amount was $15,000 less than the budgeted amount. Management
anticipates  the 2003  provision for loan loss expense to be lower than the 2002
expense of $288,000 on an annual basis.

     The  provision  for loan  losses was  approximately  $220,000  for the nine
months  ended  September  30,  2002.  This was the result of net charge  offs of
$122,000 and maintaining the loan loss reserve at a level considered appropriate
by management. This amount was $60,000 more than the budgeted amount. Management
anticipates  the 2003  provision for loan loss expense to be lower than the 2002
expense of $288,000 on an annual basis.

Income Tax Expense

     The Bank's  effective  tax rate for the first nine  months of 2003 and 2002
was 38% and 37%, respectively.

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

     CFB's equity capital was  approximately  $4.7 million at September 30, 2003
compared  to $4.5  million  at year end 2002.  This  increase  of  approximately
$216,000  consists  primarily  of CFB's net  income  for the nine  months  ended
September  30,  2003  of  approximately  $334,000,  a  net  unrealized  loss  on
available-for-sale  securities of approximately  $90,000, and retired stock at a
cost of  approximately  $28,000.  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 nine month  period  ended  September  30,  2003,  CFB  increased
available for sale securities by approximately $200,000 from approximately $10.3
million at year end 2002 to  approximately  $10.5 million at September 30, 2003.
Deposits  increased  approximately  $2.5  million  during the nine months  ended
September  30, 2003.  CFB has $2.5 million in available  federal funds lines and
approximately  $7.5 million in available  borrowings

                                       15

<PAGE>

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 September 30, 2003, CFB had $382,000 in
repurchase agreement balances outstanding.

     At September 30, 2003,  CFB had capital of $4.7 million,  or 6.92% of total
assets as  compared  to $4.5  million,  or 6.89% at December  31,  2002.  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 September 30,
2003, CFB exceeded the required capital levels.

     On April  14,  2003,  CFB's  Registration  Statement  on Form  SB-2  became
effective  with  the  Securities  and  Exchange  Commission.   Pursuant  to  the
Registration  Statement,  CFB  offered  its  shares of common  stock to  current
shareholders  of CFB and to the  general  public at a price of $24.00 per share.
The offering  terminated  on September  10, 2003.  No shares were sold because a
sufficient  number of  subscriptions  were not received in order to capitalize a
proposed new bank.  Had the  offering  been  successful,  we would have used the
first  $4,700,016  raised in the  offering to  capitalize  Peoples Bank of Scott
County,  a new  bank  in  organization  that  would  have  been  a  wholly-owned
subsidiary of CFB.

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  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.

                                       16



<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 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 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 September 30, 2003.










                                       17



<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: November 12, 2003            /s/ Billy M. Rice
                                   --------------------------------------------
                                   Billy M. Rice, President and Chief Executive
                                   Officer (principal executive officer)


Date: November 12, 2003            /s/ Wendell S. Langley
                                   --------------------------------------------
                                   Wendell S. Langley, Chief Financial Officer






















                                       18