UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C.  20549
                                                   
                                   
                                 FORM 10-K
(Mark One)

    X             Annual Report Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934 [Fee Required]
  
                  For the fiscal year ended December 31, 1995.              
                                     
                                       or
                                                
                  Transition Report Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934 [No Fee Required]

                  For the Transition Period From ___________ to ___________.

                      Commission file number 2-96350
                              CNB CORPORATION
          (Exact name of registrant as specified in its charter)

     South Carolina                                57-0792402
(State of incorporation)              (I.R.S. Employer Identification No.)

1400 Third Avenue, P.O. Box 320, Conway, South Carolina              29526
       (Address of Principal executive offices)                 (Zip Code)

    Registrant's telephone number, including area code: (803) 248-5721

        Securities registered pursuant to section 12(b) of the Act:

                                   None

        Securities registered pursuant to Section 12(g) of the Act:

                                                      Name of each exchange
Title of each class                                   of which registered  

Common Stock, par value $10.00 per share...............................None

     Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements
for the past 90 days. Yes X  No   
 
     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III  of this  Form 
10-K or any amendment to this Form 10-K. [  ]

     As of February 29, 1995, 477,549 shares of Common Stock of CNB
Corporation were outstanding and the aggregate market value of such Common
Stock held by nonaffiliates (based upon the price at which stock was sold
during the 60 days prior to the date of filing) was approximately
$42,382,474.

No Documents have been incorporated by reference.                   
<PAGE>












                                      TABLE OF CONTENTS


                               PART I


                                                                      Page      
         
ITEM  1.    Description of Business and Supplementary Data        1-21
ITEM  2.    Properties                                              22
ITEM  3.    Legal Proceedings                                       22
ITEM  4.    Submission of Matters to a Vote of Security Holders     23      
  

                               PART II
  
ITEM  5.    Market for the Registrant's Common Stock and Related    23      
            Security Holder Matters
ITEM  6.    Selected Financial Data                                 24
ITEM  7.    Management's Discussion and Analysis of Financial    25-30
            Condition and Results of Operations
ITEM  8.    Financial Statements                                 31-49
ITEM  9.    Disagreements on Accounting and Financial Disclosure    50


                               PART III

ITEM 10.    Directors and Executive Officers of the Registrant   51-55
ITEM 11.    Executive Compensation                               56-58
ITEM 12.    Security Ownership of Certain Beneficial Owners         59
            and Management                                         
ITEM 13.    Certain Relationships and Related Transactions          59      
    

                                PART IV

ITEM 14.    Exhibits, Financial Statement Schedules, Notes to       60      
            Financial Statements, and Reports on Form 8-K            
<PAGE>
                                PART I

                    ITEM 1.   Description of Business
                     
                     DESCRIPTION OF CNB CORPORATION

CNB Corporation (the "Company") is a South Carolina business corporation
organized for the purpose of becoming a bank holding company for The Conway 
National Bank (the "Bank") under the Bank Holding Company Act.  The Company
was organized with $500 of capital on March 8, 1985; received approval from
the Board of Governors of the Federal Reserve System on May 15, 1985, to
become a bank holding company; and on June 10, 1985, acquired, in exchange
for its own shares of common stock, substantially all of the common stock of
the Bank.  The activities of the Company are subject to the supervision of
the Federal Reserve, and the Company may engage directly or through
subsidiary corporations in those activities closely related to banking which
are specifically permitted under the Bank Holding Company Act.  See
"Supervision and  Regulation."  Although the Company, after obtaining the
requisite approval of the Federal Reserve and any other appropriate
regulatory agency, may seek to enter businesses closely related to banking or 
to acquire existing businesses already engaged in such activities, the
Company has not conducted, and has no present intent to conduct, negotiations 
for the acquisition or formation of any entities to engage in other
permissible activities other than the acquisition of the Bank.  There can be
no assurance that the Company will form or acquire any other entity. 

The Company and the Bank compete with those banks and other financial
institutions that compete with the Bank.   See "Competition."  In addition,
if the Company attempts to form or acquire other entities and engage in
activities closely related to banking, the Company will be competing with
other bank holding companies and companies currently engaged in lines of
business or permissible activities in which the Company might engage, many 
of which have far greater assets and financial resources than the Company and 
a greater capacity to raise additional debt and equity capital than the
Company.

                     DESCRIPTION OF THE SUBSIDIARY

The Bank is an independent community bank engaged in the general commercial
banking business in Horry County, South Carolina. The Bank was organized on
June 5, 1903 as the Bank of Horry located on Main Street in Conway,  South 
Carolina.   The Bank became a national bank operating as The Conway National 
Bank in 1914.   On June 10, 1985, the Bank was reorganized into a bank 
holding company structure when substantially all of the common stock of the 
Bank was acquired by CNB Corporation in exchange for its own shares of common
stock.  In 1960, the Bank opened its first additional office at 1400 Third
Avenue in Conway.  Since that time,  the following offices have been opened
in Horry County:  Coastal Centre in Conway (1969); Surfside in Surfside Beach
(1971);  Northside, north of Myrtle Beach (1977); Red Hill in Conway (1981);
Socastee,  in the southern portion of Myrtle Beach (1986); Aynor in the Town
of Aynor (1991), and Myrtle Beach in the City of Myrtle Beach (1995).   The
Surfside office was enlarged in 1977 and 1984, and the Coastal Centre office
was expanded in 1980.   The Third Avenue office, which houses the Bank's
administrative offices and data processing facilities was expanded in 1982
from 11,150 square feet to 33,616 square feet. The new 12,000 square foot,
12-person, Myrtle Beach office opened in August, 1995. The Bank employs
approximately 177 full-time-equivalent employees at its principal  office and
eight branch offices.    



                                     1
<PAGE>


The Bank performs the full range of normal commercial banking functions. 
Some of the major services provided include checking accounts, NOW accounts,
money market deposit accounts, IRA accounts, savings and time deposits of
various types and loans to individuals for personal use, home mortgages, 
home improvement, automobiles, real estate, agricultural purposes and
business needs.   Commercial lending operations include various types of
credit for business, industry, and agriculture.   In addition, the Bank 
offers safe deposit boxes, wire transfer services, bank money orders, 24-hour
teller machines on the HONOR Network, direct deposits and a MasterCard/Visa
program.   Through a correspondent relationship the Bank offers discount
brokerage services.  The Bank does not provide trust services; does not sell
annuities; and does not sell mutual funds.
           
The majority of the Bank's customers are individuals and small to
medium-sized businesses headquartered within the Bank's service area.  The
Bank has no material concentration of deposits from any single customer or
group of customers.  No significant portion of the Bank's loans is
concentrated within a single industry or group of related industries.  There
are no material seasonal factors that would have any adverse effect on the
Bank nor does the Bank rely on foreign sources of funds or income.

                                COMPETITION

The Bank actively competes with other institutions in Horry County in
providing customers with deposit, credit and other financial services.  The
principal competitors of the Bank include local offices of six regional 
banks, two state-wide banks, five locally owned banks in Horry County and 
various other financial and thrift institutions. The regional banks with
offices in Horry County are Nationsbank of S.C., First Union National Bank of
S.C., United Carolina Bank of S.C., First Citizens Bank and Trust Company,
Southern National Bank of S.C.and Wachovia, N.A. of S.C..  The statewide
banks with offices in  Horry County are National Bank of South Carolina and
Carolina First Savings Bank.  The locally owned banks having offices in Horry
County are The Anchor Bank of Myrtle Beach,  Anderson Brothers Bank, Coastal
Federal Savings Bank, Horry County State Bank and First National South Bank. 
Beach First, N.A. has filed for a bank charter in 1996.  If approved, it will
become another locally owned bank competing within the Myrtle Beach market. 
In addition, one thrift institution has offices in Horry County.  The Bank
also competes with credit unions, money market funds, brokerage houses,
insurance companies, mortgage companies, leasing companies, consumer finance
companies and other financial institutions. Significant competitive factors
include interest rates on loans and deposits, prices and fees for services,
office location, customer service, community reputation, and continuity of
personnel.
                       SUPERVISION AND REGULATION

General                                                                     

The Company and the Bank are subject to an extensive collection of state and
federal banking laws and regulations which impose specific requirements and
restrictions on, and provide for general regulatory oversight with respect
to, virtually all aspects of the Company's and the Bank's operations.  The
Company and the Bank are also affected by government monetary policy and by
regulatory measures affecting the banking industry in general.  The actions
of the  Federal  Reserve  System  affect the money supply and, in general,
the Bank's  lending  abilities  in  increasing  or  decreasing the cost and 


                                    2
<PAGE>
availability of funds to the Bank.  Additionally, the Federal Reserve System
regulates the availability of bank credit in order to combat recession and
curb inflationary pressures in the economy by open market operations in
United States government securities, changes in the discount rate on member
bank borrowings, changes in the reserve requirements against bank deposits
and limitations on interest rates which banks may pay on time and savings
deposits.

During 1989 and 1991, the United States Congress enacted two major pieces of
banking legislation:  The Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA") and the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA").  The FIRREA and FDICIA have
significantly changed the commercial banking industry through, among other
things, revising and limiting the types and amounts of investment authority,
significantly increasing minimum regulatory capital requirements, and
broadening the scope and power of federal bank and thrift regulators over
financial institutions and affiliated persons in order to protect the deposit
insurance funds and depositors.  These laws, and the resulting implementing
regulations, have subjected the Bank and the Company to extensive regulation,
supervision and examination by the Office of the Comptroller of the Currency
(OCC).  This has resulted in increased administrative, professional and
compensation expenses in complying with a substantially increased number of
new regulations and policies.  The regulatory structure created by these laws
gives the regulatory authorities extensive authority in connection with their
supervisory and enforcement activities and examination policies.

The following is a brief summary of certain statutes, rules and regulations
affecting the Company and the Bank.  This summary is qualified in its
entirety by reference to the particular statutory and regulatory provisions
referred to below and is not intended to be an exhaustive description of the
statutes or regulations applicable to the business of the Company and the
Bank.   Any change in applicable laws or regulations may have a material
adverse effect on the business and prospects of the Company and the Bank.

The Company

The Company is a bank holding company within the meaning of the Federal Bank
Holding Company Act of 1956, as amended (the "BHCA") and is registered as
such with the Federal Reserve.  The Company is required to file annual
reports and other information regarding its business operations and those of
its subsidiaries.  It is also subject to supervision and regular
examinations.

The BHCA requires every bank holding company to obtain the prior approval of
the Federal Reserve Board before (i) it or any of its subsidiaries (other
than a bank) acquires substantially all of the assets of any bank, (ii) it
acquires ownership or control of any voting shares of any bank if after such
acquisition it would own or control, directly  or indirectly, more than 5% of
the voting shares of such bank, or (iii) it merges or consolidates with any
other bank holding company. 

The BHCA and the Federal Change in Bank Control Act, together with
regulations promulgated by the Federal Reserve Board, require that, depending
on the particular circumstances, either the Federal Reserve Board's approval
must be obtained or notice must be furnished to the Federal Reserve Board and
not disapproved prior to any person or company acquiring control of a bank
holding company, such as the Company, subject to certain exemptions for
certain transactions.
                                     3
<PAGE>                                
Under the BHCA, a bank holding company is generally prohibited from engaging
in, or acquiring direct or indirect control of more than 5% of the voting
shares of any company engaged in, nonbanking activities, unless the Federal
Reserve Board, by order or regulation, has found those activities to be so
closely related to banking or managing or controlling banks as to be a proper
incident thereto.  Some of the activities that the Federal Reserve Board has 
determined by regulation to be proper incidents to the business of a bank
holding company include making or servicing loans and certain types of
leases, engaging in certain insurance and discount brokerage activities,
performing certain data processing services, acting in certain circumstances
as a fiduciary or investment or financial adviser, owning savings
associations and making investments in certain corporations or projects
designed primarily to promote community welfare.  The Company is also
restricted in its activities by the provisions of the Glass-Stegall Act of
1933, which prohibits the Company from owning subsidiaries that are engaged
principally in the issue, flotation, underwriting, public sale or
distribution of securities.  The regulatory requirements to which the Company
is subject also set forth various conditions regarding the eligibility and
qualifications of its directors and officers.

The Bank

The Bank is subject to regulation and supervision, of which regular bank
examinations are a part, by the Comptroller of the Currency.  The Bank is a
member of the Federal Deposit Insurance Corporation (the "FDIC") which
currently insures the deposits of each member bank to a maximum of $100,000
per depositor.   For this protection, each bank pays a statutory assessment
and is subject to the rules and regulations of the FDIC.  The Company is an
"affiliate" of the Bank within the meaning of the Federal Reserve Act and the
Federal Deposit Insurance Act, which imposes restrictions on loans by any
subsidiary bank to the Company, on investments by any subsidiary bank in the
stock or securities of the Company and on the use of such stock or securities
as collateral security for loans by any subsidiary bank to any borrower.  The
Company will also be subject to certain restrictions with respect to engaging
in the business of issuing, underwriting and distributing securities.       





















                                     4
<PAGE>
                        DESCRIPTION OF BANK STOCK

The Bank is authorized to issue 199,536 shares and has outstanding 193,536
shares of Bank Stock.  The holders of Bank Stock are entitled to one vote per
share.  Holders of shares of Bank Stock have preemptive rights to purchase
additional shares of Bank Stock and have cumulative rights in the elections
of directors of the Bank.  The National Bank Act generally provides for a
majority vote of the Bank Stock to approve an action by the Bank but a two-
thirds vote of the outstanding shares of Bank Stock is required to approve
certain fundamental changes.                                                
             
The National Bank Act, 12 U.S.C. Section 55, provides for the pro rata
assessment of holders of common stock of a national bank in the event that
its capital becomes impaired, such assessment to be enforced by sale to the
extent necessary of the stock of the stockholder failing to pay his
assessment.  However, the Company has been advised that the Comptroller of
the Currency has not used this provision in recent years.  Accordingly, the
shares of Bank Stock are subject to such assessment.  However, the Bank's
management does not anticipate the Bank Stock being assessed in this manner
in the foreseeable future.                                                 

The holders of Bank Stock are entitled to receive such dividends as may be
declared by the Board of Directors of the Bank out of funds legally available
therefor.  National banking laws and regulations impose restrictions on the
payment of dividends and other distributions to stockholders.  The National
Bank Act provides that a national bank cannot pay dividends or other
distributions to stockholders out of any portion of its capital and surplus,
and that no dividend shall be paid by a bank in an amount greater than its
"net profits then on hand" (as defined in the National Bank Act), after
deduction of statutory "bad debts."  In addition, 12 U.S.C. Section 60
provides that the approval of the Comptroller of the Currency is required for
the payment of dividends by a national bank if the total of all dividends
declared by the bank in any calendar year shall exceed the total of its "net
profits" of that year combined with its "retained net profits" of the
preceding two years.  The same section further provides that, until the
surplus fund of a national bank shall equal its common capital, no dividends
shall be declared unless there has been carried to the surplus fund not less
than one-tenth part of the bank's net profits of the preceding half year in
the case of quarterly or semiannual dividends, or not less than one-tenth
part of its net dividends.  Also, under 12 U.S.C. Section 1818, the
Comptroller of the Currency can restrict a national bank's dividend payments
if they are deemed an unsafe or unsound banking practice.

In the event of the liquidation, dissolution or winding-up of the affairs of
the Bank, the holders of outstanding shares of Bank Stock will be entitled to
share pro rata according to their respective interests in the Bank's assets
and funds remaining after payment or provision for payment of all debts and
other liabilities of the Bank.










                                     5
<PAGE>
                     DESCRIPTION OF COMPANY STOCK

General

The Company is authorized to issue 500,000 shares of Company Stock and as of
December 31, 1995, has 479,093 shares issued and 477,453 shares outstanding.
The holders of Company Stock are entitled to one vote per share.  Holders of
shares of Company  Stock do not have pre-emptive rights to purchase any
additional shares of Company Stock and do not have cumulative voting rights
in the election of directors.  Without pre-emptive rights, stockholders could
experience dilution of their voting power and of their equity interest in the
Company. 
                                
The ability of the Company to pay dividends to the holders of the Company
Stock depends upon the amount of dividends paid by the Bank to the Company. 
The holders of shares of Company Stock will be entitled to receive such
dividends as may be declared by the Board of Directors of the Company out of 
the funds legally available therefor.   The payment of dividends by the
company are subject to the restrictions of South Carolina laws applicable to
the declaration of dividends by a business corporation.  Under such
provisions, dividends may be paid in cash or in property of the Company, 
including the shares of other corporations, except when the Company  is
insolvent or would thereby be made insolvent or when the declaration of 
payment thereof would be contrary to any restrictions in the Company 
Articles.  Dividends may be declared and paid only out of the unreserved and
unrestricted earned surplus of the Company.

In the event of the liquidation, dissolution or winding-up of the affairs of
the Company, the holders of outstanding shares of Company Stock will be
entitled to share pro rata according to their respective interests in the
Company's assets and funds remaining after payment or provision for payment
of all debts and other liabilities of the Company.

All shares of Company Stock are fully paid and nonassessable.

The Bank is the transfer agent for shares of Company Stock.






















                                     6
<PAGE>
                           SUPPLEMENTARY DATA                   

QUARTERLY SHAREHOLDER INFORMATION

                              CNB CORPORATION
                     QUARTERLY SHAREHOLDER INFORMATION
         (All Dollar Amounts, Except Per Share Data, in Thousands)

Summary of Operating Results by Quarter
<TABLE>
<CAPTION>
                                                   Quarter Ended                       
          1995                      March 31    June 30   September 30  December 31    
<S>                                 <C>         <C>         <C>         <C>            
Interest income                     $  5,396    $  5,649    $  5,736    $  5,820       
 Interest expense                      2,296       2,542       2,619       2,658
    Net interest income                3,100       3,107       3,117       3,162       
   Provision for loan losses              65          15          25           5
    Net interest income after                                                          
     provision for loan losses         3,035       3,092       3,092       3.157
Other income                             663         710         789         790       
Other expenses                         2,355       2,550       2,330       2,560
   Income before income taxes          1,343       1,252       1,551       1,387       
Income taxes                             414         415         486         462
   Net income                       $    929    $    837    $  1,065    $    925    
Net income per share                $   1.94    $   1.75    $   2.23    $   1.94    
Weighted average shares outstanding  477,953     478,045     477,945     477,820       

                                

          1994

Interest income                     $  4,670    $  4,940    $  5,078    $  5,159       
  Interest expense                     1,769       1,809       1,977       2,058
    Net interest income                2,901       3,131       3,101       3,101       
  Provision for loan losses               20          80          60         135
    Net interest income after
      provision for loan losses        2,881       3,051       3,041       2,966
Other income                             642         705         846         621       
Other expenses                         2,215       2,326       2,362       2,696
   Income before income taxes          1,308       1,430       1,525         891       
Income taxes                             407         484         468         298
   Net income                       $    901    $    946    $  1,057    $    593    
Net income per share                $   1.89    $   1.98    $   2.22    $   1.25    
Weighted average shares outstanding  476,512     476,496     476,117     476,370    

</TABLE>
SUPPLEMENTARY INFLATION ADJUSTED FINANCIAL DATA

Inflation-adjusted accounting has not been applied to the Company's financial
information as management does not believe this type of analysis provides
useful information within the financial services industry.  The Company
currently does not meet the asset size criteria which would make detailed
disclosure of inflation adjusted data mandatory.

             GUIDE 3.   STATISTICAL DISCLOSURE BY BANK
                           HOLDING COMPANIES

The following tables present additional statistical information about CNB
Corporation and its operation and financial condition and should be read in
conjunction with the consolidated financial statements and related notes
thereto contained elsewhere in this report.

   DISTRIBUTION OF ASSETS, LIABILITIES, AND STOCKHOLDERS' EQUITY:
               INTEREST RATES AND INTEREST DIFFERENTIAL

The tables on the following 5 pages present selected financial data and an
analysis of net interest income.    
                                     7
<PAGE>

                      CNB Corporation and Subsidiary
                          Selected Financial Data

                                       Twelve Months Ended 12/31/95         
                                     Average   Interest    Avg. Annual      
                                     Balance   Income/      Yield or        
                                               Expense(2)     Rate     

Assets:
  Earning assets
   Loans, net of 
     unearned income                   $149,940   $14,070       9.38% 
   Investment securities:            
     Taxable                            114,685     6,755       5.89   
     Tax-exempt                          14,525     1,344       9.25  
   Federal funds sold and                           
     securities purchased under
     agreement to resell                 15,136       882       5.83        

   Other earning assets                     116         7       6.03       
      Total earning assets             $294,402   $23,058       7.83   
   Other assets                          21,600                   
      Total assets                     $316,002                

Liabilities and stockholders' equity:
   Interest-bearing liabilities:     
     Interest-bearing deposits         $196,195     8,032       4.09    
     Federal funds purchased and                       
      securities sold under
      agreement to repurchase            39,332     2,002       5.09  
     Other short-term borrowings          1,439        81       5.63        
       Total interest-bearing                                               
        liabilities                    $236,966   $10,115       4.27    
   Noninterest-bearing deposits          45,839          
   Other liabilities                      2,084                          
   Stockholders' equity                  31,113      
       Total liabilities and                                                
        stockholders' equity           $316,002               
   Net interest income as a 
     percent of total 
     earning assets                    $294,402   $12,943       4.40%   

(1)  Tax-equivalent adjustment         
     based on a 34% tax rate                      $   457        

Ratios:
Annualized return on average total assets                       1.19%     
Annualized return on average stockholders' equity              12.07      
Cash dividends declared as a percent of net income             38.13     
Average stockholders' equity as a percent of:
  Average total assets                                          9.85        
  Average total deposits                                       12.85        
  Average loans, net of unearned income                        20.75      
Average earning assets as a percent of   
average total assets                                           93.16%       
                   

(2) The  Company had no out-of-period adjustments or foreign activities.  
    Loan fees of $0 are included in the above interest income.  Loans on 
    a non-accrual basis for the recognition of interest income totalling 
    $479 as of December 31, 1995 are included in loans, net of unearned 
    income, for purpose of this analysis.   

                                    8
<PAGE>
                      CNB Corporation and Subsidiary
                          Selected Financial Data

                                         Twelve Months Ended 12/31/94       
                                       Average   Interest    Avg.Annual     
                                       Balance   Income/      Yield or    
                                                 Expense(2)    Rate

Assets:                                                             
 Earning assets
   Loans, net of 
    unearned income                    $140,104   $12,034       8.59%       
 
Investment Securities:            
     Taxable                            107,891     6,240       5.78
     Tax-exempt                          16,098     1,518       9.43 
    Federal funds sold and                           
     securities purchased under
     agreement to resell                 14,127       564       3.99    
   Other earning assets                     116         7       6.03      
      Total earning assets             $278,336   $20,363       7.32   
   Other assets                          19,259                         
      Total assets                     $297,595                    

Liabilities and stockholders' equity: 
   Interest-bearing liabilities:     
     Interest-bearing deposits         $190,589     6,460       3.39  
     Federal funds purchased and                     
      securities sold under
      agreement to repurchase            35,037     1,111       3.17        
     Other short-term borrowings          1,163        42       3.61     
       Total interest-bearing                                               
        liabilities                    $226,789   $ 7,613       3.36  
   Noninterest-bearing deposits          40,181          
   Other liabilities                      2,167                   
   Stockholders' equity                  28,458               
       Total liabilities and                                                
        stockholders' equity           $297,595        
   Net interest income as a 
     percent of total 
     earning assets                    $278,336   $12,750       4.58%     

(1)  Tax-equivalent adjustment         
     based on a 34% tax rate                      $   516          

         
Ratios:
Annualized return on average total assets                       1.18% 
Annualized return on average stockholders' equity              12.29 
Cash dividends declared as a percent of net income             27.31 
    Average stockholders' equity as a percent of:
    Average total assets                                        9.56
    Average total deposits                                     12.33
    Average loans, net of unearned income                      20.31  
Average earning assets as a percent of   
average total assets                                           93.53%      


(2) The Company had no out-of-period adjustments or foreign activities.  
    Loan fees of $0 are included in the above interest income. Loans on 
    a non-accrual basis for the recognition of interest income totalling 
    $1,062 as of December 31, 1994 are included in loans, net of unearned 
    income, for purpose of this analysis.   

                                     9
<PAGE>
                      CNB Corporation and Subsidiary
                          Selected Financial Data

                                       Twelve Months Ended 12/31/93         
                                      Average   Interest    Avg.Annual      
                                      Balance   Income/      Yield or    
                                                Expense(2)    Rate

Assets:                                                            
 Earning assets
   Loans, net of 
    unearned income                    $131,599   $11,304       8.59%       
 
Investment Securities:            
     Taxable                             90,492     5,631       6.22
     Tax-exempt                          15,190     1,521      10.01 
    Federal funds sold and                           
     securities purchased under
     agreement to resell                 26,176       773       2.95    
   Other earning assets                     116         7       6.03      
      Total earning assets             $263,573   $19,236       7.30   
   Other assets                          17,921                         
      Total assets                     $281,494                    

Liabilities and stockholders' equity: 
   Interest-bearing liabilities:     
     Interest-bearing deposits         $181,100     6,334       3.50  
     Federal funds purchased and                       
      securities sold under
      agreement to repurchase            35,278       998       2.83        
     Other short-term borrowings          1,335        35       2.62     
     Mortgage Indebtedness and  
      obligations under 
      capitalized leases                     31         2       8.00   
       Total interest-bearing                                               
        liabilities                    $217,744   $ 7,369       3.38  
   Noninterest-bearing deposits          34,683           
   Other liabilities                      3,252                    
   Stockholders' equity                  25,815                
       Total liabilities and                                                
        stockholders' equity           $281,494         
   Net interest income as a 
     percent of total 
     earning assets                    $263,573   $11,867       4.50%     

(1)  Tax-equivalent adjustment         
     based on a 34% tax rate                      $   517          

Ratios:
Annualized return on average total assets                       1.17% 
Annualized return on average stockholders' equity              12.77 
Cash dividends declared as a percent of net income             24.08 
    Average stockholders' equity as a percent of:
    Average total assets                                        9.17
    Average total deposits                                     11.96
    Average loans, net of unearned income                      19.62  
Average earning assets as a percent of   
average total assets                                           93.63%      

(2) The Company had no out-of-period adjustments or foreign activities.  
    Loan fees of $31 are included in the above interest income. Loans on 
    a non-accrual basis for the recognition of interest income totalling 
    $1,015 as of December 31, 1993 are included in loans, net of unearned 
    income, for purpose of this analysis.   

                                    10
<PAGE>
<TABLE>
<CAPTION>
                                                       CNB Corporation and Subsidiary
                                                        Rate/Volume Variance Analysis
                                            For the Twelve Months Ended December 31, 1995 and 1994                   
                                                            (Dollars in Thousands)
<S>                            <C>      <C>     <C>        <C>        <C>         <C>          <C>      <C>    <C>     <C>
                                                                                                                       Change
                               Average  Average                          Interest   Interest            Change Change  Due To
                                Volume   Volume Yield/Rate Yield/Rate Earned/Paid Earned/Paid           Due to Due To  Rate X
                                 1995     1994   1995 (1)   1994 (1)   1995 (1)    1994 (1)    Variance  Rate  Volume  Volume
Earning Assets:

Loans, Net of unearned 
 income (2)                    149,940  140,104    9.38%      8.59%   14,070      12,034       2,036     1,111    847     78
Investment securities:  
 Taxable                       114,685  107,891    5.89%      5.78%    6,755       6,240         515       118    390      7
 Tax-exempt                     14,525   16,098    9.25%      9.43%    1,344       1,518        (174)      (29)  (148)     3
Federal funds sold and
 securities purchased under
  agreement to resell           15,136   14,127    5.83%      3.99%      882         564         318       260     40     18
Other earning assets               116      116    6.03%      6.03%        7           7           -         -      -      -

Total Earning Assets           294,402  278,336    7.83%      7.32%   23,058      20,363       2,695     1,460  1,129    106

Interest-bearing Liabilities:
 
Interest-bearing deposits      196,195  190,589    4.09%      3.39%    8,032       6,460       1,572     1,340    193     39
Federal funds purchased and
 securities sold under 
 agreement to repurchase        39,332   35,037    5.09%      3.17%    2,002       1,111         891       673    136     82
Other short-term borrowings      1,439    1,163    5.63%      3.61%       81          42          39        23     10      6

    
Total Interest-bearing       
 Liabilities                   236,966  226,789    4.27%      3.36%   10,115       7,613       2,502     2,036    339    127
Interest-free Funds
 Supporting Earning Assets      57,436   51,547

Total Funds Supporting
     
Earning Assets                 294,402  278,336    3.43%      2.74%   10,115       7,613       2,502     2,036    339    127

Interest Rate Spread                               3.56%      3.96%
Impact of Non-interest-bearing
 Funds on Net Yield on Earning
 Assets                                             .84%       .62%

Net Yield on Earning Assets                        4.40%      4.58%    12,943     12,750
</TABLE>
(1)  Tax-equivalent adjustment based on a 34% tax rate.
(2)  Includes non-accruing loans which does not have a material effect on the
     Net Yield on Earning Assets.

                                                              11
<PAGE>
<TABLE>
<CAPTION>
                                                       CNB Corporation and Subsidiary
                                                        Rate/Volume Variance Analysis
                                            For the Twelve Months Ended December 31, 1994 and 1993                   
                                                            (Dollars in Thousands)
<S>                            <C>     <C>     <C>        <C>        <C>          <C>         <C>       <C>    <C>    <C>
                                                                                                                      Change
                               Average Average                        Interest     Interest             Change Change Due To
                                Volume  Volume Yield/Rate Yield/Rate Earned/Paid  Earned/Paid           Due to Due To Rate X
                                 1994    1993   1994 (1)   1993 (1)   1994 (1)     1993 (1)   Variance  Rate   Volume Volume
Earning Assets:                                                                                    

Loans, Net of unearned 
 income (2)                    140,104  131,599    8.59%      8.59%   12,034      11,304         730        -     730      - 
Investment securities:  
 Taxable                       107,891   90,492    5.78%      6.22%    6,240       5,631         609     (398)  1,082    (75)
 Tax-exempt                     16,098   15,190    9.43%     10.01%    1,518       1,521          (3)     (88)     91     (6)
Federal funds sold and
 securities purchased under
 agreement to resell            14,127   26,176    3.99%      2.95%      564         773        (209)     272    (355)  (126)
Other earning assets               116      116    6.03%      6.03%        7           7           -        -       -      - 

Total Earning Assets           278,336  263,573    7.32%      7.30%   20,363      19,236       1,127     (214)  1,548   (207)

Interest-bearing Liabilities:
 
Interest-bearing deposits      190,589  181,100    3.39%      3.50%    6,460       6,334         126     (199)    332     (7)
Federal funds purchased and
 securities sold under        
 agreement to repurchase        35,037   35,278    3.17%      2.83%    1,111         998         113      120      (7)     -
Other short-term borrowings      1,163    1,335    3.61%      2.62%       42          35           7       13      (5)    (1)
Mortgage indebtedness and
 obligations under capital-
 ized leases                         -       31     -         8.00%        -           2          (2)       -      (2)     - 

Total Interest-bearing       
 Liabilities                   226,789  217,744    3.36%      3.38%    7,613       7,369         244      (66)    318     (8)
Interest-free Funds
 Supporting Earning Assets      51,547   45,829

Total Funds Supporting                                                      
      
Earning Assets                 278,336  263,573    2.74%      2.80%    7,613       7,369         244      (66)    318     (8)

Interest Rate Spread                               3.96%      3.92%
Impact of Non-interest-bearing
 Funds on Net Yield on Earning
 Assets                                             .62%       .58%

Net Yield on Earning Assets                        4.58%      4.50%   12,750      11,867
</TABLE>
(1)  Tax-equivalent adjustment based on a 34% tax rate.
(2)  Includes non-accruing loans which does not have a material effect on the
     Net Yield on Earning Assets.

                                                              12
<PAGE>
                              INVESTMENT SECURITIES

Investment securities with a  par  value  of $66,115,  $50,615,  and  $53,905 
at December 31, 1995, 1994, and 1993, respectively,  were  pledged to secure
public deposits and for other purposes required by law.            

The  following summaries reflect  the  book  value,  unrealized gains and
losses, approximate  market  value, and tax-equivalent yields on investment
securities at December 31, 1995, 1994, and 1993.                            


                                              December 31, 1995  
                             Book       Unrealized           Fair 
                             Value   Gains     Losses        Value   Yield(1) 

AVAILABLE FOR SALE
  United States Treasury
   Within one year         $11,022  $   19      $   21      $11,020    5.04%    
   One to five years        28,674     591          37       29,228    6.31%    

                            36,696     610          58       40,248    5.96%    
                                   
  Federal agencies                                                              
   Within one year             417       3           -          420    7.98%
   One to five years        20,181     179          19       20,341    5.94%    
   After ten years             913       1          15          899    6.34%    
 
                            21,511     183          34       21,660    6.00%    
                               
  State, county and municipal
    One to five years          326      16           -          342    7.85%
                    
    Total available 
     for sale              $61,533  $  809      $   92      $62,250    5.98%    

HELD TO MATURITY     
  United States Treasury
   Within one year         $13,077  $   59      $    5      $13,131    5.85%    
   One to five years        38,875     378         145       39,108    5.48%    
                            51,952     437         150       52,239    5.57%
                           
  Federal agencies          
   Within one year           5,007      69           -        5,076    8.04%
   One to five years         3,004      65           -        3,069    6.12%
   Six to ten years          2,002      34           -        2,036    6.40%    
                            10,013     168           -       10,181    7.14%
     
  State, county and municipal
   Within one year           1,674      17           1        1,690    9.33%
   One to five years         6,216     273           8        6,481    8.81%    
   Six to ten years          6,069     120          35        6,154    7.28%
   After ten years             478       8           -          486    7.61%
                            14,437     418          44       14,811    8.19%
 
  Total held to maturity   $76,402  $1,023      $  194      $77,231    6.27%

(1) Tax equivalent adjustment based on a 34% tax rate.

As of the quarter ended December 31, 1995, the Bank did not hold any
securities of an issuer that exceeded 10% of stockholders' equity.

On December 6, 1995, the Bank transferred a portion of the portfolio from
securities held to maturity to the available for sale classification.  These
securities had an amortized cost of $11,566,000 and an unrealized loss of
$68,000 on the date of transfer.  This one-time reassessment of securities
was done in compliance with the "Guide to Implementation of Statement 115 on
Accounting for Certain Investments in Debt and Equity Securities," issued by
the Financial Accounting Standards Board.

                               13
<PAGE>
<TABLE>
<CAPTION>
                     INVESTMENT SECURITIES, continued

                                              December 31, 1994                      
                             Book       Unrealized           Fair                 
                             Value   Gains     Losses        Value   Yield(1)        
<S>                        <C>      <C>         <C>         <C>       <C>
AVAILABLE FOR SALE
  United States Treasury
   Within one year         $ 4,985      -           9         4,976    6.93%         
   One to five years        31,304      -         944        30,360    6.34%         

                            36,289      -         953        35,336    6.42%         
                                   

  Federal agencies                                                                   
   Within one year           4,006     11           2         4,015    7.31%
   One to five years         2,523     12           2         2,533    6.62%         
   After ten years           1,051      -          60           991    5.26%         
 
                             7,580     23          64         7,539    6.80%         
                                                    
                                
  State, county and 
   municipal
   Within one year             303      7           -           310   12.45%
   One to five years           326      7           -           333    7.85%
                    
                               629     14           -           643   10.05%         
                                                        
    Total available 
     for sale              $44,498  $  37      $1,017       $43,518    6.53%         

HELD TO MATURITY     
  United States Treasury
   One to five years       $58,669  $   6      $3,132       $55,543    5.46%         
   
  Federal agencies          
   Six to ten years          8,995     12         359         8,648    6.65%         
     
  State, county and 
   municipal
   Within one year           2,932     39           1         2,970   11.64%
   One to five years         5,611    101          54         5,658    9.10%         
   Six to ten years          6,888     66         344         6,610    7.73%

                            15,431    206         399        15,238    8.97%
 
  Total held to maturity   $83,095  $ 224      $3,890       $79,429    6.25%
</TABLE>

(1) Tax equivalent adjustment based on a 34% tax rate.

As of the quarter ended December 31, 1994, the Bank did not hold any
securities of an issuer that exceeded 10% of stockholders' equity.





                                    14
<PAGE>
<TABLE>
<CAPTION>
                        INVESTMENT SECURITIES, continued



                                             December 31, 1993              
                            Book       Unrealized            Market         
                            Value   Gains      Losses        Value   Yield(1) 
                                                                  
<S>                       <C>       <C>         <C>         <C>      <C>
U.S. Government
  Within 1 year             12,023    162           -        12,185   6.25% 
  After 1 year but
   within 5 years           60,544    953         131        61,366   5.28% 
  After 5 years but
   within 10 years               0      0           0             0      - 
Total, U.S. Government      72,567  1,115         131        73,551   5.45% 
                                                                 
U.S. Government Agencies
  and Corporations
  Within 1 year              9,493    274           -         9,767   8.68% 
  After 1 year but
   within 5 years           16,885    634          14        17,505   6.39% 
  After 5 years but
   within 10 years               0      -           -             0      - 
  After 10 years             1,259     19           7         1,271   5.61% 
                                                            
Total, U.S. Government          
  Agencies and 
  Corporations              27,637    927          21        28,543   7.14% 
                                                                
State and political
  Subdivisions 
  Within 1 year              1,693     24           -         1,717  11.17% 
  After 1 year but
   within 5 years            7,135    483           1         7,617  10.58% 
  After 5 years but
   within 10 years           7,044    487          28         7,503   7.99% 
  After 10 years               109      -           -           109   7.07%
                                                                
Total,State and Political
  Subdivisions              15,981    984          29        16,946   9.52% 
                                        
Other Securities                                                           
        
  (Equity)                     116      -           -           116      - 
                                                                           
Total Securities           116,301  3,036         181       119,156   6.42% 
</TABLE>
  
(1) Tax equivalent adjustment based on a 34% tax rate.
    
As of the quarter ended December 31, 1993, the Bank did not hold any
securities of an issuer that exceeded 10% of stockholders' equity.










                                    15
<PAGE>
<TABLE>
<CAPTION>
                                     LOAN PORTFOLIO
    
                                  CLASSIFICATION OF LOANS

The following is a summary of loans, in thousands of dollars, at December 31,
1995, 1994, 1993, 1992, and 1991 by major classification:   

                                     
                                      1995      1994        1993       1992      1991 
<S>                                <C>       <C>         <C>        <C>       <C>      
                         
Real estate Loans  - mortgage      $ 95,451  $ 89,728    $ 84,806   $ 84,298  $ 71,192 
                   - construction     5,453     6,328       4,051      5,768     7,043 

Loans to farmers                      1,032     1,180         971        881       680 
Commercial and industrial loans      23,133    17,472      14,612     15,102    16,416 
Loans to individuals for household        
  family and other consumer
  expenditure                        28,095    30,700      28,493     27,039    27,583 
All other loans, including 
  overdrafts                            334       186          87         89        94 
  Gross Loans                       153,498   145,594     133,020    133,177   123,008 
    Less unearned income             (1,094)   (1,231)     (1,286)    (1,554)   (2,048) 
    Less reserve for loan losses     (2,242)   (2,220)     (2,170)    (2,029)   (1,814)
     Net loans                     $150,162  $142,143    $129,564   $129,594  $119,146 
</TABLE>        
                            
        
           MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES


The Company's loan portfolio consisted of approximately $105,744,000 and
$96,708,000 in fixed rate loans as of December 31, 1995 and 1994,
respectively.  At December 31, 1995, and 1994, fixed rate loans with
maturities in excess of one year amounted to approximately $75,380,000 and
$67,588,000, respectively.  Variable rate loans are those on which the
interest rate can be adjusted to changes in the Bank's prime rate.  Fixed
rate loans are those on which the interest rate generally cannot be changed
for the term of the loan.























                                    16
<PAGE>
                               RISK ELEMENTS

The following information  relates to certain assets which are defined as
risk elements by the  Securities and Exchange Commission.  All loans which
meet the criteria set  forth by the Securities and Exchange Commission are
detailed below, regardless  of the likelihood of collection in full or in
part. All loans classified for regulatory purposes as loss, doubtful,
substandard, or especially mentioned  that  have  not  been  disclosed do not
represent or result from trends or uncertainties which management reasonably
expects will materially impact future operating results, liquidity, or
capital resources or represent material credits about which management is
aware of any information which causes management to have serious doubts as to
the ability of such borrower to comply with the loan repayment terms.  As a
matter of practice, loans which management has serious concerns about the
borrower being able to pay are put into a non-accrual status and disclosed
under Risk Elements. Management reviews these loans periodically and feels
that the current reserve for possible loan losses more than adequately
provides coverage for actual loss potential.  Other interest-bearing assets
considered a risk element are also detailed in this section.

                NONACCRUAL, PAST DUE AND RESTRUCTURED LOANS

The following schedule summarizes the amount of nonaccrual, past due, and
restructured loans, in thousands of dollars, for the periods ended December
1995, 1994, 1993, 1992, 1991:

                                                December 31,
                                   1995    1994    1993    1992    1991   
   Nonaccrual loans              $  479  $1,062  $1,015  $1,091  $  179

   Accruing loans which are
   contractually past due
   90 days or more as to 
   principal or interest
   payments                      $   87  $   55  $  221  $  318  $  334

   Restructed trouble debt         None    None    None    None    None

Information relating to interest income on nonaccrual and renegotiated loans
outstanding for the year ended December 31, 1995 is as follows:

                                                     1995

   Interest included in income during the   
   year                                              $  2 

   Interest which would have been included
   at the original contract rates                    $ 60  

Loans are placed in a non-accrual status when, in the opinion of management,
the collection of additional interest is questionable.  Thereafter no
interest is taken into income unless received in cash or  until  such time as
the borrower demonstrates the ability to pay principal and interest.












                                    17
<PAGE>
                         POTENTIAL PROBLEM LOANS


In addition to those loans disclosed under "Risk Elements", there are certain
loans in the portfolio which are presently current but about which management
has concerns regarding the ability of the borrower to comply with present
loan repayment terms.  Management maintains a loan review of the total loan
portfolio to identify loans where there is concern that the borrower will not
be able to continue to satisfy present loan repayment terms.  Such problem
loan identification includes the review of individual loans, loss experience,
and economic conditions.  Problem loans include both current and past due
loans.

As of December 31, 1995, loans which management had serious concerns about
the borrower being able to repay were put into a non-accrual status which are
disclosed under "Risk Elements".


                           FOREIGN OUTSTANDINGS

As of the year ended December 31, 1995, the Company had no foreign loans
outstanding.


                            LOAN CONCENTRATIONS

As of the year ended December 31, 1995, the Company did not have any
concentration of loans exceeding 10% of total loans which are not otherwise
disclosed as a category of loans pursuant to Item III. A. of Guide 3.


                        OTHER INTEREST-BEARING ASSETS

The Bank maintains an investment in an executive life insurance program
through Confederation Life Insurance and Annuity Company, Inc..  During 1994
the Michigan Insurance Commission seized control of this United States
Corporation due to a similar action by the Canadian regulatory authorities
over the company's parent corporation, Confederation Life Insurance Company.
Regulatory oversight began as concerns regarding investment losses of the
parent corporation developed during 1993 and 1994.  Management has determined
that any impairment of the approximate $2,100,000 cash surrender value of the
policies is remote due to the current financial stability of the U.S.
subsidiary.  Accordingly, no loss contingency has been provided for 1995. 

As of December 31, 1995, the Company does not have any other interest-bearing
assets that would be required to be disclosed under Item III. C. 1. or 2. if
such assets were loans.


















                                    18
<PAGE>
<TABLE>
<CAPTION>
                            SUMMARY OF LOAN LOSS EXPERIENCE

Loan loss experience for each reported period, in thousands of dollars, is
summarized as follows:


                                                 Year Ended December 31,             

                                      1995     1994        1993     1992       1991 

<S>                                 <C>      <C>        <C>       <C>        <C>
Loans (net of unearned income):
  Average loans outstanding for 
  the period                        $149,940 $140,104   $131,599  $128,859   $116,798
Reserve for loan losses:                                                            
  Balance at beginning 
    of period                       $  2,220 $  2,170   $  2,029  $  1,814   $  1,683
  Charge-offs:                                                           
    Commercial, financial, and 
     agricultural                        133      122        174       226        142 
                           
    Real Estate - construction
                  and mortgage             3       57        211       207         27 
                    
    Loans to individuals                 313      277        222       270        296 
                     
      Total charge-offs             $    449 $    456   $    607  $    703   $    465 
            
  Recoveries:
    Commercial, financial, and
     agricultural                        166       58         96        58         95 
                    
    Real estate-construction
     and mortgage                         44       35        108         2         10 
                    
    Loans to individuals                 151      118         99       113         76 
                     
      Total recoveries              $    361 $    211   $    303  $    173   $    181 
                   
  Net charge-offs                   $     88 $    245   $    304  $    530   $    284
  Additions charged to operations   $    110 $    295   $    445  $    745   $    415 
  Balance at end of period          $  2,242 $  2,220   $  2,170  $  2,029   $  1,814
  Ratio of net charge-offs during 
   the period to average loans 
   outstanding during the period        .06%     .17%       .23%      .41%       .24% 
</TABLE>            

The reserve for loan losses is maintained at the greater of 1.20% of net
loans or an amount that bears the same ratio to eligible loans as net
charge-offs to average eligible loans over the past six years.  In addition,
the Asset/ Liability Management Committee and the Loan Committee review the
adequacy of the reserve quarterly and make recommendations as to the desired
amount of the reserve.  Determination of the adequacy of the reserve is based
on the above ratios and, but not limited to, considerations of classified and
internally-identified problem loans, the current trend in delinquencies, the
volume of past-due loans, and current or expected economic conditions.  Based
upon these factors, net charge-offs are anticipated to be approximately $200
during 1996.





                                    19
<PAGE>
                                DEPOSITS

                   AVERAGE DEPOSITS BY CLASSIFICATION


The following table sets forth the classification of average deposits for the
indicated period, in the thousands of dollars:

                                           Years Ended December 31,      
                                          1995       1994       1993        
              
 
 Noninterest bearing demand deposits     45,839     40,181     34,683       
 Interest bearing demand deposits        43,415     44,249     40,037       
 Savings deposits                        33,512     41,870     34,882       
 Time deposits                          119,268    104,470    106,181       
  Total deposits                        242,034    230,770    215,783       
                                   

                      AVERAGE RATES PAID ON DEPOSITS

The following table sets forth average rates paid on categories of
interest-bearing deposits for the periods indicated:

                                           Years Ended December 31,    
 
                                          1995      1994       1993  
 
  Interest bearing demand deposits        2.12%     2.39%      2.33%        
  Savings deposits                        3.28%     3.88%      3.22%        
  Time deposits                           5.04%     3.71%      4.03%        
                                    


      
          MATURITIES OF TIME DEPOSITS OF $100,000 OR MORE

The following table sets forth the maturity of time deposits of $100,000 or
more, in thousands of dollars, at December 31, 1995:

            Time Certificates of Deposit                    
            Maturity within 3 months or less         $14,610
            Over 3 through 6 months                    5,394
            Over 6 through 12 months                   5,803
            Over 12 months                             2,700
              Total                                   28,507



















                                    20
<PAGE>
                      RETURN ON EQUITY AND ASSETS

The following table presents certain ratios relating to the Company's equity 
and assets:

                                                   Year ended December 31,  

                                                   1995      1994      1993 

   Return on average total assets                  1.19%     1.18%     1.17% 
   Return on average stockholders' equity         12.07%    12.29%    12.77% 
   Cash dividend payout ratio                     38.13%    27.31%    24.08% 
   Average equity to average assets ratio          9.85%     9.56%     9.17% 
                                       

   
                          SHORT-TERM BORROWINGS

Federal funds purchased and securities sold under repurchase agreements are
short-term borrowings which generally mature within 90 days from the dates of
issuance.  No other category of short-term borrowings had an average balance
outstanding during the reported period which represented 30 percent or more
of stockholders' equity at the end of the period.

The following is a summary of short-term borrowings at December 31 of each
reported period, in thousands of dollars:

                                                        
                                              December 31,       
   Federal funds purchased 
    and securities sold under         1995       1994       1993  
    agreement to repurchase         $36,935    $29,236    $31,819           


The following information relates to short-term borrowings outstanding during
1995, 1994, and 1993:

                          Maximum Amount        Weighted Average            
                        Outstanding in Any        Interest Rate
                           Month  End           at December 31,   
                      1995    1994    1993    1995   1994   1993    
  Federal funds 
   purchased and            
   securities sold 
   under agreement                 
   to repurchase     $47,707 $41,537 $38,722  5.10%  4.29%  3.01%          
   

                                         Year ended December 31,   
                                       1995       1994       1993  
  Federal funds purchased and 
   securities sold under 
   agreement to repurchase-
   average daily amount outstanding  $39,332     $35,037    $35,278         
  Weighted average interest rate paid  5.09%       3.17%      2.83%         










                                    21
<PAGE>
                           ITEM 2.   PROPERTIES

The Company's subsidiary, The Conway National Bank, has nine permanent
offices in Horry County.  The principal office, located at 1400 Third Avenue 
in Conway, houses the Bank's administrative offices and  data processing 
facilities.  This three-story structure, which  was  significantly expanded
in 1982, contains approximately 33,616 square feet.   In addition, the Bank
has a 632 square foot building for express banking services adjacent to the 
principal office.  The Bank has a two-story office on Main Street in Conway
containing 8,424 square feet.  Bank offices are housed in one-story
facilities at the Coastal Centre in Conway (3,500 square feet with an
adjacent 675 square foot building for express banking services), Red Hill in
Conway (3,760 square feet), Surfside in Surfside Beach (6,339 square feet),
Northside, north of Myrtle Beach (2,432 square feet), Socastee in the
southern portion of Myrtle Beach (3,498 square feet), Aynor in The Town of
Aynor (2,809 square feet), and Myrtle Beach in the City of Myrtle Beach
(12,000 square feet).   Of the nine offices, the bank owns the principal
office, the office at Red Hill, Northside, Main Street, Socastee, Aynor, and
Myrtle Beach.  All other facilities are leased by the Bank under  long-term
leases with renewal options. In addition to the existing facilities, the
Company has purchased approximately one and one-half acres of land as a
future office site on Highway 17 south of Myrtle Beach in the Murrell's Inlet
area which is not expected to be utilized within the next two years.  The
Company opened a ninth banking office on Twenty-First Avenue in Myrtle Beach
on two acres of land previously purchased.  This Myrtle Beach office is
12,000 square feet with twelve employees and opened in August, 1995.


                     ITEM 3.   LEGAL PROCEEDINGS

There were no  material legal proceedings against the Company or its
subsidiary, The Conway National Bank, as of December 31, 1995.

There were no administrative or judicial proceedings arising under Section 8
of the Federal Deposit Insurance Act.

There were no material proceedings to which any director, officer, or owner
of record of more than 5% of the voting securities of the Company or any
associate is a party adverse to the Company.

There are other legal proceedings pending against the Company or its
subsidiary, The Conway National Bank, in the ordinary course of business.  In
the opinion of management, based upon the opinion of counsel, liabilities
arising from these proceedings, if any, would not have a material adverse
effect on the financial position of the Company.




















                                    22
<PAGE>
        ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS


On  April 11,  1995, at the Annual Meeting of CNB  Corporation, the security
holders:

1)   Nominated and elected four directors to serve for a three-year 
     term; and
2)   Ratified the appointment of Elliott, Davis, and  Company,
     Certified Public Accountants, an independent auditors for the 
     Company and its subsidiary for the year ending December 31, 
     1995.       

                               PART II

        ITEM 5.  MARKET PRICE OF REGISTRANT'S COMMON STOCK AND 
                      RELATED SECURITY HOLDER MATTERS
 
                                                 
As of December 31, 1995, there were approximately 586 holders of record of
Company stock.  There is no established market for shares of Company stock
and only limited trading in such shares has occurred since the formation of
the Company on June 10, 1985.  Most of the limited trading transactions have
been effected through the efforts of officers of the Company in matching
interested purchasers with shareholders who have expressed an interest in
selling their shares of Company stock.  Some private trading of Company stock
has occurred without any participation in the transaction by the officers of
the Company other than to effect the transfer on the Company's shareholder
records.  Accordingly, management of the Company is not aware of the prices
at which all shares of Company stock have traded.   The following table sets
forth the prices known to management of the Company at which shares of
Company stock have traded in each quarter within  the two most recent fiscal
years adjusted for the effect of a 20% stock dividend paid during 1994. 

                                           1995               1994
                                      High       Low     High      Low

                    First  Quarter  $66.25    $66.25   $63.33   $63.33
                    Second Quarter  $79.75    $66.25   $63.54   $63.33
                    Third  Quarter  $79.75    $79.75   $63.54   $63.54
                    Fourth Quarter  $88.75    $79.75   $66.25   $63.54


Holders of shares of Company stock are entitled to such dividends as may be
declared from time to time  by  the  Board  of  Directors  of  the Company.
The Company paid an annual cash dividend of $3.00 per share in 1995, $2.00
per share in 1994, 1993 and 1992, $1.50 per share in 1991, and $1.00 per
share  in the years 1985 through 1990.  In addition, the Company may  from
time to time pay a stock dividend.  The  Company  paid a 20% stock dividend
in September, 1994, a 50% stock dividend in July, 1989, a 20% stock dividend
in August, 1987 and a 15% stock  dividend in November, 1985.   There can be
no assurance, however, as to the payment of dividends by the Company in the
future since payment will be  dependent  upon  the  earnings  and financial
condition of the Company and the Bank and other related factors.









                                    23
<PAGE>
<TABLE>
<CAPTION>
                      ITEM 6. SELECTED FINANCIAL DATA
                              CNB Corporation
                             FINANCIAL SUMMARY
         (All Dollar Amounts, Except Per Share Data, in Thousands)

The following table sets forth  certain   selected  financial data relating
to the  Company and subsidiary and is  qualified  in  its  entirety by
reference  to  the   more   detailed financial statements of the Company and 
subsidiary and  notes thereto included elsewhere in this report.



                                                       Year Ended December 31,
                                    1995     1994      1993      1992      1991      
<S>                                 <C>      <C>       <C>       <C>       <C>
Selected Income Statement Data: 
Total Interest Income               $ 22,601 $ 19,847  $ 18,719  $ 19,244  $ 20,609
Total Interest Expense                10,115    7,613     7,369     8,666    11,554
Net Interest Income                   12,486   12,234    11,350    10,578     9,055
Provision for Possible Loan Lossess      110      295       445       745       415  
Net Interest Income after
Provision for Possible Loan                                                          
  Losses                              12,376   11,939    10,905     9,833     8,640
Total Other Operating Income           2,954    2,814     2,735     2,564     2,207
Total Other Operating Expense          9,797    9,599     8,850     8,461     7,647
Income Before Income Taxes             5,533    5,154     4,790     3,936     3,200
Income Taxes                           1,777    1,657     1,493     1,030       750
Net Income                          $  3,756 $  3,497  $  3,297  $  2,906  $  2,450
                                                  

Per Share:
Net Income Per Weighted Average
 Shares Outstanding*                $   7.86 $   7.34  $   6.92  $   6.09  $   5.13
Cash Dividend Paid Per Share        $   3.00 $   2.00  $   2.00  $   2.00  $   1.50  
 Weighted Average Shares
 Outstanding*                        477,820  476,370   476,546   477,389   477,246  
 
*Restated for stock dividend                                             

Selected Balance Sheet Data:
Assets                              $324,694 $297,120  $283,380  $268,078  $241,651
Net Loans                            150,162  142,143   129,564   129,594   119,146
Investment Securities                138,652  126,613   116,185   101,703    84,741
Federal Funds Sold                     7,300    3,125    14,400    16,125    20,125  
        
Deposits:
 Non-Interest-Bearing               $ 44,723 $ 40,986  $ 35,369  $ 30,973  $ 25,807
Interest-Bearing                     206,433  193,207   183,933   177,866   169,162  
 Total Deposits                     $251,156 $234,193  $219,302  $208,839  $194,969
Stockholders' Equity                $ 32,195 $ 28,857  $ 26,820  $ 24,443  $ 22,323
</TABLE>









                                    24
<PAGE>
        ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS

"Management's  Discussion  and  Analysis"  is  provided  to afford a clearer
understanding  of  the  major  elements  of  the Company's  financial
condition, results of operations, liquidity, and capital resources.  The 
following  discussion  should  be  read  in conjunction  with the Company's
financial statements  and  notes  thereto and  other detailed information
appearing elsewhere in this report.

Distribution of Assets and Liabilities

The Company maintains a conservative approach in determining the distribution
of assets and liabilities.  Loans, net of  unearned  income, increased  9.6% 
from $131,734   at  December 31, 1993 to $144,363 at December 31, 1994; and
5.6% from December 31, 1994 to $152,404 at December 31, 1995.  Loan growth is
attributed to overall business  development  efforts to meet business and
personal loan demand in our market area.  Loan demand was strong in our
market area in 1994 and relatively strong in 1995. During 1995, increased
rate and term competition on commercial loans within our market area somewhat
reduced the anticipated rate of loan growth.  Loans, net of unearned income,
increased as a percentage of total assets from 46.5% at year-end 1993 to
48.6% at year-end 1994 but shrank to 46.9% at year-end 1995. 
Correspondingly, investment securities and federal funds sold decreased as a
percentage of total assets from 46.1% at year-end 1993 to 43.7% at year-end
1994 but grew to 45.0% at year-end 1995 as funds have been utilized to
balance the fluctuations in loan outstandings.  Investments and federal funds
sold provide for an adequate supply of secondary liquidity.  Year-end other
assets as a percentage of total assets have increased from 7.4% in 1993 to
7.7% in 1994 to 8.1% in 1995 due to significant infrastructure expenditures. 
During 1994 a new mainframe, communications system, and PC network were
installed; and during 1995, a ninth banking office was opened.  Management
has sought to build the deposit base with stable, relatively
non-interest-rate sensitive deposits by offering the small to medium  account
holders a wide array of deposit instruments at competitive rates. 
Non-interest-bearing demand deposits increased as a percentage of total
assets from 12.5% at December 31, 1993 to 13.8% at December 31, 1994, but
remained at 13.8% at December 31, 1995 and are expected to decline over the
long-term as more customers utilize interest-bearing deposit and repo
accounts.  Interest-bearing liabilities as a percentage of total assets have
declined from 77.0% at December 31, 1993 to 75.7% at December 31, 1994 to
75.2% at December 31, 1995.

The following table sets forth the percentage relationship to total assets of
significant components of the Company's balance sheet as of December 31,
1995, 1994 and 1993:
<TABLE>
<CAPTION>
                                                           December 31,             
                                                      1995      1994      1993
<S>                                                 <C>       <C>       <C>      
Assets:
  Earning assets                            
    Loans, net of unearned income                    46.9%     48.6%     46.5%
            Investment securities:
          Taxable                                    38.3      37.1      35.6
          Tax-exempt                                  4.4       5.5       5.4
    Federal funds sold and securities 
     purchased under agreement to resell              2.3       1.1       5.1
     Other earning assets                              -         -         -  
       Total earning assets                          91.9      92.3      92.6 
       Other assets                                   8.1       7.7       7.4 
         Total assets                               100.0%    100.0%    100.0%
     Liabilities and stockholders' equity:
    Interest-bearing liabilities:
     Interest-bearing deposits                       63.6%     65.0%     64.9%
      Federal funds purchased and securities 
       sold under agreement to repurchase            11.4       9.9      11.2
      Other short-term borrowings                      .2        .8        .9 
       Total interest-bearing liabilities            75.2      75.7      77.0 
    Non-interest-bearing deposits                    13.8      13.8      12.5
    Other liabilities                                 1.1        .8       1.0
    Stockholders' equity                              9.9       9.7       9.5 
     Total liabilities and stockholders'equity       100.0%    100.0%    100.0%
</TABLE>                              
                                         25
<PAGE>


Results of Operation

CNB Corporation and subsidiary experienced earnings in 1995, 1994 and 1993 of
$3,756, $3,497 and $3,297, respectively, resulting in a return of average
assets of 1.19%, 1.18%, and 1.17% and a return on average stockholders'
equity of 12.07%, 12.29% and 12.77%. The earnings were primarily attributable
to favorable  net interest margins in each period (see Net Income-Net
Interest Income). Other factors include management's ongoing effort to
maintain other income at adequate levels (see Net Income - Other Income) and
to control other expenses (see Net Income - Other Expenses).  These strong
earnings, coupled with a conservative dividend policy, have supplied the
necessary capital funds to support bank operations. Total assets were 
$324,694 at December 31, 1995  as  compared  to $297,120  at  December  31, 
1994  and $283,380 at December 31, 1993.  The following table sets forth the
financial highlights for fiscal years 1995, 1994, and 1993.

























                                    

















                                    26
<PAGE>
<TABLE>
<CAPTION> 
                            CNB Corporation and Subsidiary
                                 FINANCIAL HIGHLIGHTS
              (All Dollar Amounts, Except Per Share Data, in Thousands)

               December 31,  1994 to 1995   December 31,    1993 to 1994  December 31,
                  1995         Percent         1994            Percent       1993     
                              Increase                         Increase
                              (Decrease)                      (Decrease)
<S>                 <C>            <C>      <C>                 <C>        <C>   

Net interest 
 income after            
 provision for 
 loan losses        $ 12,376        3.7%    $ 11,939             9.5%      $ 10,905  

Income before 
 income taxes          5,533        7.4       5,154              7.6          4,790

Net Income             3,756        7.4       3,497              6.1          3,297
 Per share 
 (weighted 
 average of 
 shares 
 outstanding)*      $   7.86        7.1     $   7.34             6.1       $   6.92    
               
Cash dividends 
 declared              1,432       49.9         955             20.3            794    
                
 Per share          $   3.00       50.0     $   2.00              -        $   2.00    


Total assets        $324,694        9.3%    $297,120             4.8%      $283,380  

Total deposits       251,156        7.2      234,193             6.8       219,302   

Loans, net of 
 unearned income     152,404        5.6      144,363             9.6       131,734 

Investment 
 securities          138,652        9.5      126,613             9.0       116,185  

Stockholders' 
 equity               32,195       11.6      28,857              7.6        26,820    
 
Book value per 
 share* - actual 
 number of 
 shares outstanding $  67.43       11.5     $  60.46             7.3       $ 56.35   

*Restated for 
 stock dividend         

Ratios(1):

Returns on 
 average total 
 assets                 1.19%        .8        1.18%              .9          1.17%   

Return on 
 average 
 stockholders' 
 equity                12.07%      (1.8)      12.29%            (3.8)        12.77%   
</TABLE>

(1) For the fiscal years ended December 31, 1995, 1994, and 1993, average
total assets amounted to $316,002, $297,595, and $281,494 with average
stockholders' equity totaling $31,113, $28,458, and $25,815, respectively.

                                    27
<PAGE>
NET INCOME

Net Interest Income - Earnings  are  dependent  to a large degree on net 
interest  income, defined as the difference between gross interest and fees
earned on earning assets, primarily  loans and investment securities, and
interest paid on deposits and borrowed funds.  Net interest income is
affected by the interest rates earned  or  paid  and  by  volume changes in
loans, investment securities, deposits, and borrowed funds.

The Bank has maintained   strong  net  interest   margins  in 1995,   1994 
and  1993 by  earning adequate yields on loans and  investments  and funding
these assets with a favorable  deposit and repurchase agreement mix. 
Fully-tax-equivalent net interest  income  has grown from $11,867 in 1993 and
$12,735 in 1994 to $12,943 in 1995.   During the three-year period,  total
fully-tax-equivalent  interest  income increased by  5.8% from $19,236 in
1993 to $20,348 in 1994 and increased 13.3% in 1995 to $23,058.  Over the
same period, total interest expense increased by 3.3% from $7,369 in 1993 to
$7,613 in 1994 and increased 32.9% to $10,115 in 1995.  The increase in 1994
interest income and interest expense was caused by an increase in market
interest rates.  The significant increase in 1995 interest income and expense
reflects a rapid rise in market interest rates coupled with higher volumes of
bank assets and liabilities.  Fully-tax-equivalent net interest income as a
percentage of average total earning assets has moved in a narrow range from
4.5% in 1993 to 4.6% in 1994 and 4.4% in 1995.
                                   
Interest rates paid on deposits and borrowed funds and earned on  loans and
investments have generally followed the fluctuations  in  market  interest 
rates  in  1995,  1994, and 1993.  However, fluctuations in market interest
rates do not necessarily have a significant impact on net interest income,
depending on the Bank's rate sensitivity position.  A rate sensitive asset
(RSA) is any loan or investment that can be repriced up or down in interest
rate within a certain time interval.  A rate sensitive  liability  (RSL)  is
an interest paying deposit or other liability that can be repriced either up
or down in interest rate within a certain time interval. When  a proper
balance between RSA and RSL  exists, market interest rate fluctuations should 
not  have a significant impact on  earnings.  The larger  the imbalance, the 
greater  the  interest  rate  risk assumed by the  Bank and the greater the
positive or negative impact of interest rate fluctuations on earnings. The
Bank  seeks to  manage its assets and liabilities in a  manner  that  will
limit interest rate risk and thus stabilize long-run earning power. The
following table sets forth the Bank's rate sensitivity position at each of
the time intervals indicated.  The table  illustrates the Bank's rate
sensitivity position on specific dates and may not be indicative of the
position at other points in time.  Management believes that a rise or fall in
interest rates will not materially effect earnings.
<TABLE>
<CAPTION> 
                    Interest Rate Sensitivity Analysis

                                                              Over 1 to 5  Over 5 
                            1 Day   90 Days  180 Days  365 Days  Years     Years
<S>                         <C>     <C>      <C>       <C>       <C>       <C>     
Rate Sensitive Assets (RSA)                 
 Federal Funds Sold           7,300       0        0         0         0         0
 Investment Securities            0   6,849    8,265    16,983    98,004     8,550
 Loans(net of non
  -accruals $479)            47,754  10,736    6,522    11,033    49,639    27,335
Total, RSA                   55,054  17,585   14,787    28,016   147,643    35,885
Rate Sensitive  
 Liabilities (RSL)                                                                 
 Deposits:                                                                            
 Certificates of 
  Deposit of                      0  14,610    5,394     5,803     2,700         0
  $100,000 or more                           
 All Other Time 
  Deposits                        0  31,074   26,049    19,585    12,167         0
 Money Market 
  Deposit Accounts           13,703       0        0         0         0         0
 Securities Sold 
  Under Repurchase           19,979     990    7,500     2,350     6,116         0
       Agreements 
                                                                                  
 Total, RSL                  33,682  46,674   38,943    27,738    20,983         0
 RSA-RSL                     21,372 (29,089) (24,156)      278   126,660    35,885
 Cumulative RSA-RSL          21,372  (7,717) (31,873)  (31,595)   95,065   130,950
 Cumulative RSA/RSL            1.63     .90      .73       .79      1.57      1.78
</TABLE>

                                          28
<PAGE>
NET INCOME (continued)                        

Provision for Possible Loan Losses - It  is the policy  of  the bank to
maintain  the  reserve for possible loan losses at the greater of 1.20% of
net loans or the percentage  based on the  actual loan loss experience over
the previous five years. In addition, management may increase  the  reserve 
to a level above these guidelines to cover potential losses identified during
the  ongoing  in-house problem loan identification process.  The Company
includes the provisions of SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan", in the allowance for loan losses (see NOTE 1 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES).  The provision for possible loan losses
was $110 in 1995, $295 in 1994, and $445 in 1993. Net loan charge-offs
totalled $88 in 1995, $245 in 1994, and $304 in 1993 with net  charge-offs
being centered in consumer purpose loans during each period.  The reserve for
possible loan losses as a percentage of net loans was 1.49% at December 31,
1995, 1.56% at December 31, 1994, and 1.67% at December 31, 1993.

Securities Transactions -  Net  unrealized gains/(losses) in the investment
securities portfolio were $1,546 at December 31, 1995, $(4,646) at December
31, 1994, and $2,855 at December 31, 1993. The Bank did not recognize a gain
or loss on security transactions in 1993.  The market value of investment
securities declined during 1994 due to the rapid rise in overall market rates
and rose again in 1995 as rates retreated.  Security losses of $167 were
taken in 1994 in transactions to sell short-term low-yielding bonds and re-
investing in higher-yielding intermediate-term bonds.  Security gains of $25
were taken in early 1995 when bonds were sold to provide additional primary
liquidity.
                                             
Other Income -  Other income, net of security sales, increased by 9.0%  from
$2,735 in 1993 to $2,981 in 1994 and fell 1.7% from $2,981 in 1994 to $2,929
in 1995.  The increase in 1994 was the result of higher volume in deposit and
loan accounts and an overall service charge rate increase put into effect
June 1, 1993.  Other income fell in 1995 due to lower service charge income
booked on deposit accounts, offset somewhat by higher merchant discount
income.

Other Expenses -  Other expenses  increased  by  8.5% from  $8,850 in 1993 to
$9,599 in 1994 and 2.1% from  $9,599 in 1994 to $9,797 in 1995.  The
components of other expenses are salaries and employee benefits of $4,927,
$5,285, and $5,695; occupancy and furniture and  equipment expenses of
$1,341, $1,550, and $1,504; and other operating expenses of $2,582, $2,764,
and $2,598 for 1993, 1994, and 1995, respectively.   The increase in salaries
and employee benefits reflects compensation increments, the increased costs
of providing employee benefits, and the 1995 addition of a 12-person Myrtle
Beach office.  The significant increase in occupancy and furniture and
equipment expenses in 1994 was due to the purchase and installation of a new
computer mainframe and software; upgraded communications equipment; and
approximately ninety personal computers throughout the Bank. During the third
quarter of 1995, the Federal Deposit Insurance Corporation (FDIC) announced
that the bank insurance fund was fully capitalized and banks were due a
rebate of excessive paid-in insurance premiums.  The Conway National Bank
received a $145 FDIC insurance premium rebate and is currently experiencing
significantly lower premiums as is evidenced in the decline in 1995 other
operating expenses.  Looking ahead, non-interest expense should grow at only
a nominal rate as no significant staffing and infrastructure expenditures are
expected in the near-term, plus the Bank is experiencing some relief from
significant FDIC premiums paid in the past.

Income Taxes - Provisions  for income  taxes  increased  11.0%  from $1,493
in 1993 to $1,657 in 1994 and 7.2% from $1,657  in  1994  to $1,777 in 1995. 
The increase in income taxes is primarily due to an increase in income before
income taxes of 7.6% from  $4,790 in 1993 to $5,154 in 1994 and 7.4% from
$5,154 in 1994 to $5,533 in 1995.  Also, the utilization of tax-free income
as  a  percentage of income before income taxes declined in 1994 and 1995.  
         
                                    29
<PAGE> 
NET INCOME (continued)

LIQUIDITY

The bank's liquidity  position is primarily  dependent  on short-term demands
for funds caused  by customer credit  needs  and deposit withdrawals and upon
the liquidity of  bank assets to  meet  these  needs.   The  bank's liquidity
sources include  cash and due from banks,  federal funds sold and short-term
investments.   In addition, the bank has established federal funds lines of
credit from correspondent banks and has the ability, on a short-term basis,
to borrow funds  from  the  Federal Reserve System.   The Company has cash
balances on hand of $2,927, $2,358, and $1,717 at December 31, 1995, 1994,
and 1993 with liabilities, consisting of cash dividends payable, totalling
$1,432, $955, and $794, respectively.  Management feels that liquidity
sources are more than adequate to meet funding needs.

CAPITAL RESOURCES

Total stockholders' equity  was $32,195, $28,857,  and $26,820 at December
31, 1995, 1994, and 1993, representing 9.92%, 9.71%,  and  9.46% of total 
assets, respectively.   At December 31, 1995, the Bank exceeds quantitative
measures established by regulation to ensure capital adequacy (see NOTE 15 -
REGULATORY MATTERS).  Capital is considered sufficient by management to meet
current and prospective capital requirements and to support anticipated
growth in bank operations.                                                  
                                 
EFFECTS OF INFLATION

Inflation  normally  has   the  effect  of accelerating  the growth of both
a bank's assets and liabilities.  One result of this inflationary effect is
an increased need for  equity capital.  Income is also affected by inflation. 
While interest rates have traditionally  moved with inflation, the effect on
net income is diminished because both interest earned on assets and interest
paid on liabilities vary directly with  each other.  In  some  cases, 
however,  rate increases are delayed on fixed-rate  instruments.  Loan demand
normally declines during periods of high inflation. Inflation has a direct
impact on the Bank's non-interest expense.  The Bank responds to inflation
changes through readjusting non-interest income by repricing services.

EFFECTS OF REGULATORY ACTION

The Federal Deposit Insurance Corporation (FDIC) reduced FDIC insurance
premium rates during the third quarter of 1995.  This decrease had a positive
effect on earnings in 1995 and should favorably impact future years income.
(see NET INCOME - Other Expenses).  The management of the Company and the
Bank is not aware of any other current recommendations by the regulatory
authorities which, if they were to be implemented, would have a material
effect on liquidity, capital resources, or operations.

 















                            30
<PAGE>                              

                      ITEM 8. - FINANCIAL STATEMENTS












                      CNB CORPORATION AND SUBSIDIARY

                REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

           For the years ended December 31, 1995, 1994, and 1993

                                     








































                                    31
<PAGE>




                      CNB CORPORATION AND SUBSIDIARY
                          CONWAY, SOUTH CAROLINA


                                 CONTENTS


                                                            PAGE

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS            33

FINANCIAL STATEMENTS
      Consolidated balance sheets                             34
      Consolidated statements of income                       35
      Consolidated statements
       of changes in stockholders' equity                     36
      Consolidated statements of cash flows                   37

NOTES TO FINANCIAL STATEMENTS                            38 - 50













































                                    32
<PAGE>
                     ELLIOTT, DAVIS & COMPANY, L.L.P.
                       Certified Public Accountants
      
     Members of the American Institute of Certified Public Accountants

                             Greenville, S.C.
                              Greenwood, S.C.
                              Anderson, S.C.
                                Aiken, S.C.
                              Columbia, S.C.

            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Directors and Stockholders
CNB Corporation
Conway, South Carolina

      We have audited the accompanying consolidated balance sheets of CNB
Corporation and Subsidiary as of December 31, 1995 and 1994, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1995. 
These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.  

      We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CNB
Corporation and Subsidiary at December 31, 1995 and 1994 and the results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles.



                                    Elliott, Davis & Company, L.L.P.











January 11, 1996



                                    33
<PAGE>
<TABLE>
<CAPTION>
                      CNB CORPORATION AND SUBSIDIARY
                        CONSOLIDATED BALANCE SHEETS
                (amounts, except share data, in thousands)

                                                December 31,    
                                             1995        1994   
ASSETS
<S>                                       <C>         <C>
CASH AND DUE FROM BANKS - Notes 2 and 16  $ 15,605    $ 14,552
FEDERAL FUNDS SOLD - Note 16                 7,300       3,125
INVESTMENT SECURITIES HELD TO MATURITY
  (fair value $77,231 in 1995 and
  $79,429 in 1994)-Notes 3 and 16           76,402      83,095
INVESTMENT SECURITIES AVAILABLE    
FOR SALE - 
  Notes 3 and 16                            62,250      43,518
LOANS - Notes 4 and 16                     153,498     145,594
  Less unearned income                      (1,094)     (1,231)
  Less allowance for loan losses            (2,242)     (2,220)
      Net loans                            150,162     142,143
PREMISES AND EQUIPMENT - Note 5              7,166       5,310
ACCRUED INTEREST RECEIVABLE                  3,287       2,920
OTHER ASSETS                                 2,522       2,457
                                          $324,694    $297,120
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
  Deposits - Notes 6 and 16
      Noninterest-bearing                 $ 44,723    $ 40,986
      Interest-bearing                     206,433     193,207
            Total deposits                 251,156     234,193
Securities sold under repurchase
agreements -           
  Notes 7 and 16                            36,935      29,236
  United States Treasury demand notes - 
      Note 16                                  766       2,494
  Other liabilities                          3,619       2,320
  Minority interest
      in consolidated subsidiary                23          20
            Total liabilities              292,499     268,263

COMMITMENTS AND CONTINGENT LIABILITIES -
  Notes 10 and 11
STOCKHOLDERS' EQUITY
  Common stock - $10 par value; 
      authorized 500,000 shares;
      issued 479,093 shares                  4,791       4,791
      
  Capital in excess of par value of stock   15,676      15,659
  Retained earnings                         11,431       9,107
  Net unrealized holding gain (loss) on
       investment securities
       available for sale                      430        (588)
                                            32,328      28,969
  Less 1,640 shares and 1,768 shares held
       in Treasury at cost                    (133)       (112)

            Total stockholders' equity      32,195      28,857
                                          $324,694    $297,120
</TABLE>
See notes to consolidated financial statements which are an integral part of
these statements.
                                    34
<PAGE>
<TABLE>
<CAPTION>
                           CNB CORPORATION AND SUBSIDIARY
                          CONSOLIDATED STATEMENTS OF INCOME
                   (amounts, except per share data, in thousands)
                                                        For the years ended          
                                                            December 31,  
                                                 1995        1994        1993  
INTEREST INCOME
<S>                                             <C>         <C>         <C>
  Loans and fees on loans                       $14,070     $12,034     $11,304
  Investment securities
    Taxable                                       6,755       6,240       5,631
    Nontaxable                                      887       1,002       1,004
      Total interest on 
        investment securities                     7,642       7,242       6,635
  Federal funds sold                                882         564         773
  Other                                               7           7           7
      Total interest income                      22,601      19,847      18,719

INTEREST EXPENSE
  Deposits                                        8,032       6,460       6,334
  Securities sold under
   repurchase agreements                          2,002       1,111         998
  United States Treasury demand notes                81          42          37

      Total interest expense                     10,115       7,613       7,369
      Net interest income                        12,486      12,234      11,350

PROVISION FOR LOAN LOSSES                           110         295         445

      Net interest income after
        provision for loan losses                12,376      11,939      10,905

NONINTEREST INCOME
  Service charges on deposit accounts             1,795       1,844       1,838
  Other service and exchange charges              1,134       1,137         897
  Gain (loss) on sale of investment
    securities available for sale                    25        (167)         - 
      Total noninterest income                    2,954       2,814       2,735

NONINTEREST EXPENSES
  Salaries and wages                              4,552       4,214       3,938
  Pensions and other employee benefits            1,143       1,071         989
  Occupancy                                         568         600         572
  Furniture and equipment                           936         950         769
  Liability insurance                               310         592         546
  Office supplies                                   304         260         272
  Credit card operations                            528         563         374
  Other operating expenses                        1,453       1,346       1,388
  Minority interest in
    income of subsidiary                              3           3           2
      Total noninterest expenses                  9,797       9,599       8,850
      Income before provision for income taxes    5,533       5,154       4,790

PROVISION FOR INCOME TAXES - Note 9               1,777       1,657       1,493
NET INCOME                                      $ 3,756     $ 3,497     $ 3,297
NET INCOME PER SHARE OF COMMON STOCK            $  7.86     $  7.34     $  6.92
</TABLE>

See notes to consolidated financial statements which are an integral part of
these statements.
                                    35
<PAGE>
<TABLE>
<CAPTION>
                                          CNB CORPORATION AND SUBSIDIARY
                            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                               For the years ended December 31, 1995, 1994 and 1993 
                                    (amounts, except share data, in thousands)
                                                                                    Net unrealized 
                                                                                    holding gain
                                                      Capital in                    (loss) on 
                                                      excess of                     securities
                                            Common    par value Retained   Treasury available   Total
                                    Shares  stock     of stock  earnings   stock    for sale    equity 
<S>                                 <C>     <C>       <C>       <C>        <C>      <C>        <C>
BALANCE, DECEMBER 31, 1992          399,353 $ 3,994   $11,325   $ 9,175    $  (51)  $      -   $24,443

            1993
Net income                                -       -         -     3,297         -          -     3,297
Cash dividend, $2.00 per share            -       -         -      (794)          -        -      (794)
Treasury stock transactions (net)         -       -         -         -      (139)         -      (139)
Gain on sale of treasury stock            -       -        13         -         -          -        13

BALANCE, DECEMBER 31, 1993, 
as originally reported              399,353   3,994    11,338    11,678      (190)         -    26,820
Effect of adoption of SFAS 115,  
 net of income taxes of $339              -       -         -         -         -        571       571

BALANCE, DECEMBER 31, 1993, 
  as restated                       399,353   3,994    11,338    11,678      (190)       571    27,391

            1994
Net income                                -       -         -     3,497         -          -     3,497
Cash dividend, $2.00 per share            -       -         -      (955)        -          -      (955)
Stock dividend                       79,740     797     4,306    (5,113)        -          -       (10)
Treasury stock transactions (net)         -       -         -      -           78          -        78
Gain on sale of treasury stock            -       -        15      -            -          -        15
Net change in unrealized holding
 gain, net of income taxes of $731        -       -         -         -         -     (1,159)   (1,159)

BALANCE, DECEMBER 31, 1994          479,093   4,791    15,659     9,107      (112)      (588)   28,857

            1995
Net income                                -       -         -     3,756         -          -     3,756
Cash dividend, $3.00 per share            -       -         -    (1,432)        -          -    (1,432)
Treasury stock transactions (net)         -       -         -         -       (21)         -       (21)
Gain on sale of treasury stock            -       -        17         -         -          -        17
Net change in unrealized holding
 loss, net of income taxes of $678        -       -         -         -         -      1,018     1,018

BALANCE, DECEMBER 31, 1995          479,093 $ 4,791   $15,676   $11,431    $ (133)  $    430   $32,195
</TABLE>

See notes to consolidated financial statements which are an integral part of
these statements.
                                    36
<PAGE>
<TABLE>
<CAPTION>
                           CNB CORPORATION AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (amounts in thousands)
                                                        For the years ended
                                                           December 31,         
                                                  1995        1994        1993  
OPERATING ACTIVITIES
<S>                                             <C>         <C>         <C>
Net income                                      $  3,756    $  3,497    $  3,297
Adjustments to reconcile net income to
  net cash provided by operating activities
  Depreciation                                       666         623         474
  Provision for loan losses                          110         295         445
  Provision for deferred income taxes                134          30           - 
  Loss on sale of premises and equipment               -         107           - 
  Changes in assets and liabilities:
    (Increase) decrease in 
      accrued interest receivable                   (367)       (302)        74
    (Increase) decrease in other assets              (65)        (71)        454
    Increase (decrease) in other liabilities           9        (407)       (186)
    Increase in minority interest
      in subsidiary                                    3           1           2
Net cash provided by operating activities          4,246       3,773       4,560
INVESTING ACTIVITIES
  Proceeds from sale of investment
    securities available for sale                  4,973      14,672           - 
  Proceeds from maturities of investment
    securities held to maturity                    3,474      17,627      30,392
  Proceeds from maturities of investment
    securities available for sale                  9,755       3,828           - 
  Purchases of investment securities
    available for sale                           (20,198)    (20,379)          - 
  Purchases of investment securities held
    to maturity                                   (8,346)    (27,156)    (44,874)
  Net (increase) decrease in federal
    funds sold                                    (4,175)     11,275       1,725
  Net increase in loans                           (8,129)    (12,874)       (415)
  Proceeds received from sale of premises 
    and equipment                                     -            3           - 
  Premises and equipment expenditures             (2,522)     (1,026)       (502)
Net cash used for investing activities           (25,168)    (14,030)    (13,674)
FINANCING ACTIVITIES
  Dividends paid                                    (955)       (794)       (797)
  Net increase in deposits                        16,963      14,891       9,364
  Increase (decrease) in securities sold
    under repurchase agreements                    7,699      (2,583)      3,635 
  Increase (decrease) in United States
    Treasury demand notes                         (1,728)          2         113 
  Treasury stock transactions (net)                   (4)         83        (126)
Net cash provided by financing activities         21,975      11,599      12,189
Net increase in cash and due from banks            1,053       1,342       3,075
CASH AND DUE FROM BANKS, 
  BEGINNING OF YEAR                               14,552      13,210      10,135
CASH AND DUE FROM BANKS, 
  END OF YEAR                                   $ 15,605    $ 14,552    $ 13,210
CASH PAID FOR
  Interest                                      $  9,772    $  8,002    $  7,490
  Income taxes                                  $  1,727    $  1,611    $  1,579
</TABLE>
See notes to consolidated financial statements which are an integral part of
these statements.
                                 37
<PAGE>
                      CNB CORPORATION AND SUBSIDIARY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation and nature of operations
      The consolidated financial statements include the accounts of CNB
      Corporation ("the Company") and its majority-owned subsidiary, The
      Conway National Bank ("the Bank").  All significant intercompany
      balances and transactions have been eliminated.  The Bank operates
      under a national bank charter and provides full banking services to
      customers.  The Bank is subject to regulation of the Office of the
      Comptroller of the Currency and the Federal Deposit Insurance
      Corporation.  The Company is subject to regulation of the Federal
      Reserve Board.
Estimates
      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates
      and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amount of revenues
      and expenses during the reporting period.  Actual results could differ
      from those estimates.
Concentrations of credit risk
      The Company, through its subsidiary, makes commercial and personal
      loans to individuals and small businesses located primarily in the
      South Carolina coastal region.  The Company has a diversified loan
      portfolio and the borrowers' ability to repay their loans is not
      dependent upon any specific economic sector.
Cash and cash equivalents
      For purposes of the statements of cash flows, cash and cash equivalents
      are defined as those amounts included in the balance sheet caption
      "Cash and Due from Banks".  Cash and cash equivalents have an original
      maturity of three months or less.
Investment securities
      In 1994, the Company adopted Statement of Financial Accounting
      Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt
      and Equity Securities."  Stockholders' equity has been restated in the
      consolidated statement of changes in stockholders' equity to reflect
      the effect of a change in accounting principle.  Adoption of the
      standard had no effect on net income.

      Debt securities are classified upon purchase as available for sale,
      held to maturity or trading.  Such assets classified as available for
      sale are carried at market value.  Unrealized holding gains or losses
      are reported as a component of stockholders' equity net of deferred
      income taxes.  Securities classified as held to maturity are carried at
      cost, adjusted for the amortization of premiums and the accretion of
      discounts.  In order to qualify as held to maturity the Company must
      have the intent and ability to hold the securities to maturity. 
      Trading securities are carried at market value.  The Company has no
      trading securities.  Gains or losses on disposition of securities are
      based on the difference between the net proceeds and the adjusted
      carrying amount of the securities sold, using the specific
      identification method.
Loans
      Interest on commercial loans is accrued and taken into income based
      upon the interest method.  Interest on installment loans is accrued and
      taken into income based upon the sum-of-the-months-digits method.  The
      results from the use of the sum-of-the-months-digits method are not
      materially different from those that would be obtained using the
      interest method.

                                                      (Continued)
                                 38
<PAGE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

Allowance for loan losses
      The allowance for loan losses is based on management's ongoing
      evaluation of the loan portfolio and reflects an amount that, in
      management's opinion, is adequate to absorb losses in the existing
      portfolio.  In evaluating the portfolio, management takes into
      consideration numerous factors, including current economic conditions,
      prior loan loss experience, the composition of the loan portfolio, and
      management's estimate of anticipated credit losses.  Loans are charged
      against the allowance at such time as they are determined to be losses. 
      Subsequent recoveries are credited to the allowance.  Management
      considers the year-end allowance appropriate and adequate to cover
      possible losses in the loan portfolio; however, management's judgment
      is based upon a number of assumptions about future events, which are
      believed to be reasonable, but which may or may not prove valid.  Thus,
      there can be no assurance that charge-off's in future periods will not
      exceed the allowance for loan losses or that additional increases in
      the allowance for loan losses will not be required.

      Effective January 1, 1994, the Company adopted the provisions of SFAS
      No. 114, "Accounting by Creditors for Impairment of a Loan."  SFAS No.
      114, as amended by SFAS No. 118, requires that impaired loans be
      measured based on the present value of expected future cash flows or
      the underlying collateral values as defined in the pronouncement.  The
      adoption of SFAS No. 114 had no effect on the balance sheet or income
      statement of the Company.  The Company includes the provisions of SFAS
      No. 114 in the allowance for loan losses.
Premises and equipment
      Premises and equipment are stated at cost less accumulated depreciation
      and amortization.  Depreciation and amortization are computed over the
      estimated useful lives of the assets using primarily accelerated
      methods.  Additions to premises and equipment and major replacements or
      improvements are capitalized at cost.  Maintenance, repairs and minor
      replacements are expensed when incurred.  Gains and losses on routine
      dispositions are reflected in current operations.
Non-performing assets
      Non-performing assets include real estate acquired through foreclosure
      or deed taken in lieu of foreclosure, and loans on non-accrual status. 
      Loans are placed on non-accrual status when, in the opinion of
      management, the collection of additional interest is questionable. 
      Thereafter no interest is taken into income unless received in cash or
      until such time as the borrower demonstrates the ability to pay
      principal and interest.
Income taxes
      Certain items of income and expense for financial reporting
      (principally accretion of bond discount, unrealized gain or loss from
      investment securities available for sale, provision for loan losses and
      depreciation) are recognized differently for income tax purposes. 
      Provisions for deferred taxes are made in recognition of such temporary
      differences as required under SFAS No. 109, "Accounting for Income
      Taxes."
Net income per share
      Net income per share is computed on the basis of the weighted average
      number of common shares outstanding, 477,820 in 1995, 476,370 in 1994,
      and 476,546 in 1993.  The Company's Board of Directors declared a
      twenty percent stock dividend issuable on October 10, 1994, to
      stockholders of record on September 16, 1994.  Per share data have been
      restated to reflect this dividend.


                                                      (Continued)
                                    39
<PAGE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

Fair values of financial instruments
      Statement of Financial Accounting Standards No. 107, "Disclosures About
      Fair Value of Financial Instruments," as amended by SFAS No. 119,
      requires disclosure of fair value information for financial
      instruments, whether or not recognized in the balance sheet, when it is
      practicable to estimate the fair value.  SFAS No. 107 defines a
      financial instrument as cash, evidence of an ownership interest in an
      entity or contractual obligations which require the exchange of cash or
      other financial instruments.  Certain items are specifically excluded
      from the disclosure requirements, including the Company's common stock. 
      In addition, other nonfinancial instruments such as premises and
      equipment and other assets and liabilities are not subject to the
      disclosure requirements.

      The following methods and assumptions were used by the Bank in
      estimating fair values of financial instruments as disclosed herein:

                  Cash and due from banks - The carrying amounts of
            cash and due from banks (cash on hand, due from banks and
            interest bearing deposits with other banks) approximate
            their fair value.
                  Federal funds sold - The carrying amounts of federal
            funds sold approximate their fair value.
                  Investment securities held to maturity and available for  
                  sale - Fair values for investment securities are based on
            quoted market prices.
                  Loans - For variable rate loans that reprice frequently and
            for loans that mature within one year, fair values are based on
            carrying values.  Fair values for all other loans are estimated
            using discounted cash flow analyses, with interest rates
            currently being offered for loans with similar terms to borrowers
            of similar credit quality.  Fair values for impaired loans are
            estimated using discounted cash flow analyses or underlying
            collateral values, where applicable.
                  Deposits - The fair values disclosed for demand deposits
            are, by definition, equal to their carrying amounts.  The
            carrying amounts of variable rate, fixed-term money market
            accounts and short-term certificates of deposit approximate their
            fair values at the reporting date.  Fair values for long-term
            fixed-rate certificates of deposit are estimated using a
            discounted cash flow calculation that applies interest rates
            currently being offered on certificates to a schedule of
            aggregated expected monthly maturities.
                  Short-term borrowings - The carrying amounts of borrowings
            under repurchase agreements and U. S. Treasury demand notes
            approximate their fair values.
                  Off-balance sheet instruments - Fair values of off-balance
            sheet lending commitments are based on fees currently charged to
            enter into similar agreements, taking into account the remaining
            terms of the agreements and the counterparties' credit standing.


NOTE 2 - RESTRICTIONS ON CASH AND DUE FROM BANKS

      The Bank is required to maintain average reserve balances either at the
bank or on deposit with the Federal Reserve Bank.  The average amounts of
these reserve balances for the years ended December 31, 1995 and 1994 were
approximately $4,306,000 and $3,988,000, respectively.


                                    40
<PAGE>
<TABLE>
<CAPTION>
NOTE 3 - INVESTMENT SECURITIES
            The book value and approximate fair value of investment securities are
summarized as follows (amounts in thousands):
                                                   1995
                               Book          Unrealized Holding   Fair 
AVAILABLE FOR SALE             value      Gains        Losses     value 
<S>                           <C>        <C>          <C>        <C>
United States Treasury
  Within one year             $ 11,022   $    19      $    21    $11,020
  One to five years             28,674       591           37     29,228
                                39,696       610           58     40,248
Federal agencies
  Within one year                  417         3            -        420
  One to five years             20,181       179           19     20,341
  After ten years                  913         1           15        899
                                21,511       183           34     21,660
  State, county and municipal
  One to five years                326        16            -        342
Total available for sale      $ 61,533   $   809      $    92    $62,250
HELD TO MATURITY
United States Treasury
  Within one year             $ 13,077   $    59      $     5    $13,131
  One to five years             38,875       378          145     39,108
                                51,952       437          150     52,239
Federal agencies
  Within one year                5,007        69            -      5,076
  One to five years              3,004        65            -      3,069
  Six to ten years               2,002        34            -      2,036
                                10,013       168            -     10,181
State, county and municipal
  Within one year                1,674        17            1      1,690
  One to five years              6,216       273            8      6,481
  Six to ten years               6,069       120           35      6,154
  After ten years                  478         8            -        486
                                14,437       418           44      4,811
Total held to maturity        $ 76,402   $ 1,023      $   194    $77,231
</TABLE>
<TABLE>
<CAPTION>
                                                  1994                              
                              Book         Unrealized Holding     Fair 
AVAILABLE FOR SALE            value        Gains        Losses    value 
<S>                           <C>        <C>          <C>        <C>
United States Treasury
  Within one year             $ 4,985    $       -    $       9  $ 4,976
  One to five years            31,304            -          944   30,360
                               36,289            -          953   35,336
Federal agencies
  Within one year               4,006           11            2    4,015
  One to five years             2,523           12            2    2,533
  After ten years               1,051            -           60      991
                                7,580           23           64    7,539
State, county and municipal
  Within one year                 303            7            -      310
  One to five years               326            7            -      333
                                  629           14            -      643
Total available for sale      $44,498    $      37    $   1,017  $43,518
</TABLE>
                                                      (Continued)
                                    41
<PAGE>
<TABLE>
<CAPTION>
NOTE 3 - INVESTMENT SECURITIES - (Continued)


                                             
                                            1994                
                                         Unrealized      
                        Book               Holding          Fair      
HELD TO MATURITY        value        Gains       Losses      value 
<S>                     <C>         <C>         <C>         <C>
United States Treasury
  One to five years     $58,669     $     6     $ 3,132     $ 5,543
Federal agencies
  Six to ten years        8,995          12         359       8,648
State, county 
 and municipal
  Within one year         2,932          39           1       2,970
  One to five years       5,611         101          54       5,658
  Six to ten years        6,888          66         344       6,610
                         15,431         206         399      15,238
Total held to maturity  $83,095     $   224     $ 3,890     $79,429
</TABLE>

      Investment securities with an aggregate par value of approximately
$66,115,000 at December 31, 1995 and $50,615,000 at December 31, 1994 were
pledged to secure public deposits and for other purposes.

      On December 6, 1995, the Bank transferred a portion of the portfolio
from securities held to maturity to the available for sale classification. 
These securities had an amortized cost of $11,566,000 and an unrealized loss
of $68,000 on the date of transfer.  This one-time reassessment of securities
was done in compliance with the "Guide to Implementation of Statement 115 on
Accounting for Certain Investments in Debt and Equity Securities," issued by
the Financial Accounting Standards Board.

<TABLE>
NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES

Following is a summary of loans by major classification (amounts in thousands):

                                              December 31,   
                                           1995         1994  
<S>                                      <C>          <C>
Real estate - mortgage                   $ 95,451     $ 89,728
Real estate - construction                  5,453        6,328
Commercial and industrial                  23,133       17,472
Loans to individuals for household,
 family and other consumer expenditures    28,095       30,700
Agriculture                                 1,032        1,180
All other loans, including overdrafts         334          186
 
                                         $153,498     $145,594
</TABLE>
      The Company's loan portfolio consisted of approximately $105,744,000
and $96,708,000 in fixed rate loans as of December 31, 1995 and 1994,
respectively.  At December 31, 1995, fixed rate loans with maturities in
excess of one year amounted to approximately $75,380,000.



                                                                (Continued)
                                    42
<PAGE>
<TABLE>
<CAPTION>
NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES - (Continued)

Changes in the allowance for loan losses are summarized as follows (amounts
in thousands):

                                      1995        1994        1993 
<S>                                 <C>         <C>         <C>
Balance, beginning of year          $ 2,220     $ 2,170     $ 2,029
Recoveries of loans previously
  charged against the allowance         361         211         303
Provided from current year's income     110         295         445
Loans charged against the allowance    (449)        456)       (607)

Balance, end of year                $ 2,242     $ 2,220     $ 2,170
</TABLE>
            At December 31, 1995 and 1994, non-accrual loans totaled $479,000
and $1,062,000, respectively.  The total amount of interest earned on non-
accrual loans was $2,000 in 1995 and $22,000 in 1994.  The gross interest
income which would have been recorded under the original terms of the non-
accrual loans amounted to $60,000 in 1995 and $93,000 in 1994.
<TABLE>
<CAPTION>
NOTE 5 - PREMISES AND EQUIPMENT

Premises and equipment at December 31 is summarized as follows (amounts in
thousands):

                                                  1995        1994 
<S>                                             <C>         <C>
Land and buildings                              $ 8,175     $ 6,250
Furniture, fixtures and equipment                 5,454       4,653

                                                 13,629      10,903
Less accumulated depreciation and amortization    6,463       5,909

                                                  7,166       4,994
Construction in progress                              -         316

                                                $ 7,166     $ 5,310
</TABLE>
      Depreciation and amortization of bank premises and equipment charged to
operating expense totaled $666,000 in 1995, $623,000 in 1994 and $474,000 in
1993.


NOTE 6 - DEPOSITS

      At December 31, 1995 and 1994, certificates of deposit of $100,000 or
more totaled approximately $28,507,000 and $21,008,000, respectively. 
Interest expense on these deposits was approximately $1,182,000 in 1995,
$750,000 in 1994, and $868,000 in 1993.









                                    43
<PAGE>
<TABLE>
<CAPTION>
NOTE 7 - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS
Securities sold under repurchase agreements are summarized as follows
(amounts in thousands):
                                             December 31  December 31
<S>                                             <C>         <C>
                                                  1995        1994 
U. S. Government securities with a book value 
  of $52,193 ($52,543 market value) and 
  $35,875 ($34,249 market value) at
  December 31, 1995 and 1994, respectively, 
  are used as collateral for the agreements.    $36,935     $29,236
</TABLE>
      The Bank enters into sales of securities under agreements to
repurchase. These obligations to repurchase securities sold are reflected as
liabilities in the consolidated balance sheets.  The dollar amount of
securities underlying the agreements are book entry securities maintained at
the Federal Reserve Bank of Richmond.  The weighted-average interest rate of
these agreements was 5.10 percent and 4.29 percent at December 31, 1995 and
1994, respectively.  Securities sold under repurchase agreements averaged
$39,332,000 and $35,037,000 during 1995 and 1994, respectively.  The maximum
amounts outstanding at any month-end were $47,707,000 and $41,537,000 during
1995 and 1994, respectively.

NOTE 8 - LINES OF CREDIT
      At December 31, 1995, the Bank had unused short-term lines of credit
totaling $17,000,000 to purchase Federal Funds from unrelated banks.  These
lines of credit are available on a one to seven day basis for general
corporate purposes of the Bank.  All of the lenders have reserved the right
to withdraw these lines at their option.

      The Company has a demand note through the U.S. Treasury, Tax and Loan
system with the Federal Reserve Bank of Richmond.  The Company may borrow up
to $5,000,000 under the arrangement at an interest rate of 5.15%.  The note
is secured by U.S. Treasury Notes with a market value of $6,039,000 at
December 31, 1995.  The amount outstanding under the note totaled $766,000
and $2,494,000 at December 31, 1995 and 1994, respectively.

NOTE 9 - INCOME TAXES
      The following summary of the provision for income taxes includes tax
deferrals which arise from temporary differences in the recognition of
certain items of revenue and expense for tax and financial reporting purposes
(amounts in thousands):
<TABLE>
<CAPTION>
                                     1995        1994        1993  
<S>                                 <C>         <C>         <C>
Income taxes currently payable      
  Federal                           $ 1,484     $ 1,469     $ 1,348
  State                                 159         158         145
                                      1,643       1,627       1,493
Tax consequences of differences
  Loan losses                            (7)         47          44
  Depreciation                           80         (57)        (46)
  Change of accounting method           (13)        (17)        (17)
  Accretion on investments               63           8           8
  Other                                  11          49          11
      Provision                     $ 1,777     $ 1,657     $ 1,493
</TABLE>

                                                      (Continued)
                                    44
<PAGE>
<TABLE>
<CAPTION>
NOTE 9 - INCOME TAXES - (Continued)

      Deferred income taxes of $673,800 and $194,000 are included in other
liabilities at December 31, 1995 and 1994, respectively.

      The provision for income taxes is reconciled to the amount of income
tax computed at the federal statutory rate on income before income taxes as
follows (amounts in thousands):

                                   1995              1994                1993     
                              Amount     %      Amount     %        Amount     %  
<S>                           <C>      <C>      <C>      <C>        <C>      <C>
Tax expense at statutory rate $1,881   34.0%    $1,752   34.0%      $1,629   34.0%
Increase (decrease) in taxes
 resulting from: 
  Tax exempt interest           (293)  (5.3)      (330)  (6.4)        (350)  (7.3)
  State bank tax (net of
    federal benefit)             115    2.1        158    3.0          145    3.0
  Other - net                     74    1.3         77    1.5           69    1.5

Tax provision                 $1,777   32.1%    $1,657   32.1%      $1,493   31.2%
</TABLE>

NOTE 10 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

     The Bank is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its
customers.  These financial instruments include commitments to extend credit
and standby letters of credit.  Those instruments involve, to varying
degrees, elements of credit and interest rate risk in excess of the amount
recognized in the statements of financial position.  The contract amounts of
those instruments reflect the extent of involvement the Bank has in
particular classes of financial instruments. The Bank uses the same credit
policies in making commitments and conditional obligations as it does for on-
balance-sheet instruments.

     The contract value of the Company's off-balance-sheet financial
instruments is as follows as of December 31, 1995 (amounts in thousands):

                                                Contract
                                                 amount 

     Commitments to extend credit               $12,323

     Standby letters of credit                  $ 1,313

     Commitments to extend credit are agreements to lend as long as there is
no violation of any condition established in the contract.  Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee.  Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements.  The Bank evaluates each
customer's creditworthiness on a case-by-case basis.  The amount of
collateral obtained if deemed necessary by the Bank upon extension of credit
is based on management's credit evaluation.





                                    45
<PAGE>
NOTE 11 - COMMITMENTS AND CONTINGENCIES

     At December 31, 1995, the Bank was obligated under a number of non-
cancelable operating leases on equipment and land used for branch offices
that had an initial or remaining term of more than one year.  Future minimum
rental payments under these leases at December 31, 1995 were (amounts in
thousands):

Payable in year ending                          Amount

     1996                                       $ 56
     1997                                         53
     1998                                         55
     1999                                         56
     2000                                         57
     2001 and thereafter                          67
     Total future minimum payments required     $344

     Lease payments under all operating leases charged to expense totaled
$46,000 in 1995, $58,000 in 1994, and $66,000 in 1993.  The leases provide
that the lessee pay property taxes, insurance and maintenance cost.

     The Company is party to litigation and claims arising in the normal
course of business.  Management, after consultation with legal counsel,
believes that the liabilities, if any, arising from such litigation and
claims will not be material to the Bank's financial position.


NOTE 12 - RESTRICTION ON DIVIDENDS
     The ability of the Company to pay cash dividends is dependent upon
receiving cash in the form of dividends from the Bank.  Federal banking
regulations restrict the amount of dividends that can be paid and such
dividends are payable only from the retained earnings of the Bank.  At
December 31, 1995 the Bank's retained earnings were $26,140,000.

NOTE 13 - TRANSACTIONS WITH DIRECTORS, EXECUTIVE OFFICERS AND ASSOCIATES
     Directors and executive officers of the Company and the Bank and
associates of such persons are customers of and had transactions with the
Bank in the ordinary course of business.  Additional transactions may be
expected to take place in the future.  Also, included in such transactions
are outstanding loans and commitments, all of which were made on comparable
terms, including interest rates and collateral, as those prevailing at the
time for other customers of the Bank, and did not involve more than normal
risk of collectibility or present other unfavorable features.  Total loans to
all executive officers and directors, including immediate family and business
interests, at December 31, 1995 and 1994, were $2,025,000 and $2,586,000,
respectively.  During 1995, $596,000 of new loans were made to this group and
repayments of $1,157,000 were received.

NOTE 14 - EMPLOYEE BENEFIT PLAN
     The Bank has a defined contribution pension plan covering all employees
who have attained age twenty-one and have a minimum of one year of service. 
Upon ongoing approval of the Board of Directors, the Bank matches one-hundred
percent of employee contributions up to one percent of employee salary
deferred and fifty percent of employee contributions in excess of one percent
and up to six percent of salary deferred.  The Board of Directors may also
make discretionary contributions to the Plan.  For the years ended December
31, 1995, 1994 and 1993, $266,000, $295,000, and $273,000, respectively, was
charged to operations under the plan.


                                                                (Continued)
                                    46
<PAGE>

NOTE 14 - EMPLOYEE BENEFIT PLAN - (Continued)

     Supplemental benefits are provided to certain key officers under The
Conway National Bank Executive Supplemental Income Plan.  This plan is not
qualified under the Internal Revenue Code.  The plan is unfunded. However,
certain benefits are informally and indirectly funded by insurance policies
on the lives of the covered employees.



NOTE 15 - REGULATORY MATTERS

     The Bank is subject to various regulatory capital requirements
administered by the federal banking agencies.  Failure to meet minimum
capital requirements can initiate certain mandatory -and possibly additional
discretionary - actions by regulators that, if undertaken, could have a
direct material effect on the financial statements.  The regulations require
the Bank to meet specific capital adequacy guidelines that involve
quantitative measures of assets, liabilities, and certain off-balance-sheet
items as calculated under regulatory accounting practices.  The capital
classification is also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.

     Quantitative measures established by regulation to ensure capital
adequacy require the maintenance of minimum amounts and ratios (set forth in
the table below) of Tier I capital to adjusted total assets (Leverage Capital
ratio) and minimum ratios of Tier I and total capital to risk-weighted
assets.  To be considered adequately capitalized under the regulatory
framework for prompt corrective action, the Bank must maintain minimum Tier
I leverage, Tier I risk-based and total risked-based ratios as set forth in
the table.  The Bank's actual capital ratios are also presented in the table
below as of December 31, 1995:


                                         Conway National Bank
                                                 Ratios      
                                         Required
                                         Minimum     Actual  

     Tier I Leverage Capital             4.0%          9.3%

     Tier I Risk-based Capital           4.0%         18.6%

     Total Risk-based Capital            8.0%         19.8%


















                                    47
<PAGE>

<TABLE>
<CAPTION>
NOTE 16 - ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
     The estimated fair values of the Company's financial instruments were as follows
at December 31 (amounts in thousands):

                                              1995              1994     
                                       Carrying   Fair   Carrying   Fair   
                                        amount    value   amount    value
<S>                                    <C>      <C>      <C>      <C>
FINANCIAL ASSETS
  Cash and due from banks              $ 15,605 $ 15,605 $ 14,552 $ 14,552
  Federal funds sold                      7,300    7,300    3,125    3,125
  Investment securities held
     to maturity                         76,402   77,231   83,095   79,429
  Investment securities available
     for sale                            62,250   62,250   43,518   43,518
  Loans                                 153,498  153,301  145,594  140,967

FINANCIAL LIABILITIES
  Deposits                              251,156  251,266  234,193  234,126
  Securities sold under
     repurchase agreements               36,935   37,093   29,236   29,236
  U.S. Treasury demand notes                766      766    2,494    2,494

OFF-BALANCE-SHEET INSTRUMENTS
  Commitments to extend credit           12,323   12,323   14,149   14,149
  Standby letters of credit               1,313    1,313    1,946    1,946
</TABLE>

NOTE 17 - PARENT COMPANY INFORMATION

     Following is condensed financial information of CNB Corporation (parent
company only) (amounts in thousands):
<TABLE>
<CAPTION>
                              CONDENSED BALANCE SHEETS


                                                       December 31,      
                                                  1995              1994 
<S>                                             <C>               <C>
ASSETS
  Cash                                          $ 2,927           $  2,358
  Investment in subsidiary                       30,418             27,172
  Land                                              245                245
  Other assets                                       37                 37
                                                $33,627           $ 29,812
LIABILITIES AND STOCKHOLDERS' EQUITY
  Dividends payable                             $ 1,432           $    955
  Stockholders' equity (net of $133 and $112
     of treasury stock)                          32,195             28,857
                                                $33,627           $ 29,812
</TABLE>
                                                                (Continued)










                                    48
<PAGE>
NOTE 17 - PARENT COMPANY INFORMATION - (Continued)
<TABLE>
<CAPTION>
                           CONDENSED STATEMENTS OF INCOME

                                                  For the years ended
                                                      December 31,
                                                1995     1994     1993  
<S>                                             <C>      <C>      <C>
INCOME
  Dividend from bank subsidiary                 $1,549   $1,161   $  968
  Other income                                       2        -        -
                                                 1,551    1,161      968
EXPENSES
  Sundry                                            22       21       25
  Income before equity in undistributed
     net income of bank subsidiary               1,529    1,140      943
EQUITY IN UNDISTRIBUTED NET INCOME OF
  SUBSIDIARY                                     2,227    2,357    2,354
Net income                                      $3,756   $3,497   $3,297
</TABLE>
<TABLE>
<CAPTION>

                         CONDENSED STATEMENTS OF CASH FLOWS

                                                   For the years ended 
                                                       December 31, 
                                                  1995     1994     1993 
<S>                                             <C>      <C>      <C>
OPERATING ACTIVITIES
  Net income                                    $ 3,756  $ 3,497  $ 3,297
  Adjustments to reconcile net income to
   net cash provided by operating activities 
    Equity in undistributed net income of
      bank subsidiary                            (2,227)  (2,357)  (2,354)
    Change in other assets                            -      (30)       -
  Net cash provided by operating activities       1,529    1,110      943
INVESTING ACTIVITIES
  Proceeds received from sale of land                 -      242        -
    Net cash provided by investing activities         -      242        -
FINANCING ACTIVITIES
  Dividends paid                                   (955)    (794)    (797)
  Sale (purchase) of treasury stock - net            (5)      83     (127)
    Net cash used for financing activities         (960)    (711)    (924)
    Net increase in cash                            569      641       19
CASH, BEGINNING OF YEAR                           2,358    1,717    1,698
CASH, END OF YEAR                               $ 2,927  $ 2,358  $ 1,717
</TABLE>







                                    49
<PAGE>
NOTE 18 - QUARTERLY FINANCIAL DATA (UNAUDITED)

     Unaudited condensed financial data by quarter for 1995 and 1994 is as
follows (amounts, except per share data, in thousands):
<TABLE>
<CAPTION>

                                                     Quarter ended                   
     1995                           March 31    June 30   September 30    December 31
<S>                                 <C>         <C>         <C>           <C>
Interest income                     $  5,396    $  5,649    $  5,736      $  5,820
Interest expense                       2,296       2,542       2,619         2,658
  Net interest income                  3,100       3,107       3,117         3,162
Provision for loan losses                 65          15          25             5
  Net interest income after
    provision for loan losses          3,035       3,092       3,092         3,157
Noninterest income                       663         710         789           790
Noninterest expenses                   2,355       2,550       2,330         2,560
  Income before income taxes           1,343       1,252       1,551         1,387
Income taxes                             414         415         486           462
  Net income                        $    929    $    837    $  1,065      $    925
Net income per share                $   1.94    $   1.75    $   2.23      $   1.94
Weighted average shares outstanding  477,953     478,045     477,945       477,820
</TABLE>
<TABLE>
<CAPTION>
                                                     Quarter ended                
     1994                           March 31    June 30   September 30  December 31

<S>                                 <C>         <C>         <C>           <C>
Interest income                     $  4,670    $  4,940    $  5,078      $  5,159
Interest expense                       1,769       1,809       1,977         2,058
  Net interest income                  2,901       3,131       3,101         3,101
Provision for loan losses                 20          80          60           135
  Net interest income after
    provision for loan losses          2,881       3,051       3,041         2,966
Noninterest income                       642         705         846           621
Noninterest expenses                   2,215       2,326       2,362         2,696
  Income before income taxes           1,308       1,430       1,525           891
Income taxes                             407         484         468           298
  Net income                        $    901    $    946    $  1,057      $    593
Net income per share                $   1.89    $   1.98    $   2.22      $   1.25
Weighted average  
  shares outstanding                 476,512     476,496     476,117       476,370
</TABLE>



ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None


                                         50
<PAGE>
<TABLE>
<CAPTION>
                                      PART III
            ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
                              MANAGEMENT OF THE COMPANY
      
Directors

         The Directors and Nominees for election to the Board of Directors of the
Company are as follows:                           
      
                                  Proposed  Present                 Company
                        Director  Term     Principal               Stock Owned
Name (Age)              Since     Expires  Occupation              Number    %  
<S>                     <C>       <C>      <C>                    <C>
 Willis J. Duncan                                                                    
       (68)             1958      1997     Chairman of the Board  30,362(1) 6.36
                                           The President of the        
                                           Bank from November                   
                                           1985 to February 
                                           1988.
 W. Jennings Duncan                                                
       (40)             1984      1998     President.  Executive  12,112(2) 2.54
                                           Vice President of the 
                                           Bank from November 
                                           1985 to February 1988.
                                        
 Dr. R. C. Smith
       (81)             1959      1998     Past Chairman of the    2,492     .51     
                                           Board.Chairman of the 
                                           Board from 1979 to 
                                           1985, when he became
                                           Vice Chairman.  
                                           Chairman of the
                                           Board from November 
                                           1985 to February 1988.       
                                           Retired in 1985 as a 
                                           physician with Conway
                                           Internists, P.A. of 
                                           Conway,South Carolina.         
                                                                     

 James W. Barnette, Jr.  
       (50)             1984      1998     President of Surfside  3,887     .81
                                           Rent Mart,Inc., a 
                                           general rental company 
                                           located in Surfside 
                                           Beach, S.C., since 
                                           1992. Private real 
                                           estate investor from 
                                           1988 to 1991.  
                                           Previously, Mr. 
                                           Barnette was General
                                           Manager of Coastal 
                                           Golf Corp., Burning 
                                           Ridge Corp., and 
                                           Indian Wells Golf 
                                           Club, which own and 
                                           operate golf courses 
                                           in the Myrtle Beach, 
                                           South Carolina area.
</TABLE>
                                         51
<PAGE>

<TABLE>
<CAPTION>
            ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
                        MANAGEMENT OF THE COMPANY (continued)
 
                                  Proposed  Present                  Company
                        Director   Term    Principal                Stock Owned
Name    (Age)            Since    Expires  Occupation              Number    %  
<S>                      <C>      <C>      <C>                     <C>
*Harold G. Cushman, Jr.   
     (66)                1963     1999     Senior Vice President   21,129(3) 4.42
                                           of Dargan Construction
                                           Company, Inc. President
                                           of the Corporation 
                                           prior to semi-
                                           retirement in 1995.

*Charles C. Cutts        1945     1999     Retired.                19,039(4) 3.99
     (90)

*G. Heyward Goldfinch  
     (77)                1976     1999     Retired.  Director       1,550     .32
                                           of Goldfinch's, Inc.,
                                           a funeral home, and of
                                           Hillcrest Cemetery of
                                           Conway, Incorporated.
John Monroe J. Holliday   
     (79)                1969     1997     President of Palmetto   12,189(5) 2.55
                                           Farms Corp. and partner
                                           in Holliday Associates,
                                           diversified agricul-
                                           tural, real estate
                                           development, and retail 
                                           companies headquartered
                                           in Horry County, South 
                                           Carolina.

*Robert P. Hucks         1993     1999     Executive Vice President 1,320(6)  .28
     (50)                                  Served as Vice President
                                           and Cashier of the Bank 
                                           from 1985 to 1988.

Richard M. Lovelace, Jr.
     (49)                1984     1997     Attorney in private      1,280(7)  .27
                                           practice with Lovelace
                                           & Rogers, P.A. in 
                                           Conway, South Carolina.
John K. Massey      
     (81)                1959     1998     Retired.                 4,178(8)  .88

*Howard B. Smith, III  
     (47)                1993     1999     Practicing certified     1,915     .40
                                           public accountant with
                                           Smith, Sapp, Bookhout,
                                           Crumpler & Calliham, 
                                           P.A. in Myrtle Beach, 
                                           South Carolina.
</TABLE>

* Nominee for election to the Board of Directors.         











                                    52

<PAGE>

      Except as indicated below, each director or director nominee of the
company has sole voting and investment  power  with respect to all shares of
Company stock owned by such director or director nominee.  The address of
each director  or director nominee is c/o The Conway National Bank, Post
Office Drawer 320, 1400 Third Avenue, Conway, South Carolina  29526.  All
directors and officers of the Company and its subsidiary, The Conway National
Bank, as a group (43 persons), own 124,611 (26.12%) shares of Company stock.

       (1)  Includes 10,105 shares  held  by  Harriette B. Duncan (wife). 

       (2)  Includes 1,455 shares held  by  Ann  Louise Duncan (daughter);
1,455 shares held by  Mary  Kathryn Duncan (daughter); 1,455 shares  by 
Willis Jennings Duncan, V  (son); 1,455 shares  by  Margaret  Brunson  Duncan
(daughter); and 120 shares by Robin F. Duncan (wife).

       (3)  Includes  14,900 shares held by the Cushman Family Limited
Partnership; 209 shares held by Dianne  C. Cushman (wife);  753 shares  held 
by Marion Shannon Cushman (son); 388 shares held by Frances Faison Cushman
(daughter);  388 shares held  by Harold G. Cushman, III (son); 50 shares held
by Harold G. Cushman, IV; (grandson); 50 shares held by Kara Dawn Cushman
(granddaughter); and 3,905 shares held by Harold Cushman Ward (nephew).

       (4)  Includes 12,229 shares held by Eugenia B. Cutts (wife).    

       (5)  Includes 1,260 shares held by Marjorie R. Holliday Irrevocable
Trust (wife); 3,304 shares  held  by  M. Russell Holliday, Jr.  (daughter);
1,978 shares held by  Christian M. Holliday Douglas (daughter);  346 shares 
held  by  Christian M. H. Douglas, Jr. (granddaughter);  346 shares  held  by 
Marjorie Russell Douglas  (granddaughter); 346 shares held by David Duvall
Douglas, Jr. (grandson); and 484 shares held by David D. and Christian M.H.
Douglas Trust (grandchildren).

       (6)  Includes 140  shares  held  by  Willie Ann Hucks  (wife); 20
shares held by Mariah J. Hucks (daughter); 50 shares held by Norah Leigh
Hucks (daughter); and 150 shares held by Robert P. Hucks, II (son).

       (7)  Includes 216 shares  held by Rebecca S. Lovelace (wife); 352
shares held by Richard Blake Lovelace (son); and 352 shares held by Macon B.
Lovelace (son).

       (8)  Includes 1,058 shares held by Bertha T. Massey (wife). 

       Each director of the Company has been engaged in his principal
occupation of employment as specified above for five (5) years or more unless
otherwise indicated.

       W.  Jennings  Duncan  is  Willis  J.  Duncan's  son.   Richard M.
Lovelace, Jr. is Dr. R. C. Smith's son-in-law. No other family relationships 
exist  among  the above named directors or officers of the  Company.  None 
of  the  directors   of  the  Company  holds  a directorship in  any  company 
with  a class of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended, or subject to the requirements of Section
15(d) of that act or in any company registered  as an investment company
under the Investment Company Act of 1940, as amended.

       





                                    53 
<PAGE>

      The Board of Directors of the Company, as originally constituted, was
classified into three (3) classes with each class consisting of five (5)
directors. Five  (5) directors in  Class I will be elected at the 1996 Annual
Meeting to serve for a three (3) year term.  Directors in Class III will be
elected at the 1997 Annual Meeting to serve for a three (3) year term  and 
Directors in Class I will be elected at the 1998 Annual Meeting to serve for
a three (3) year term.  Currently, there are twelve  (12) Directors, with
five (5) directors in Class II.  The Board of Directors has passed a
resolution fixing the total number of Directors at twelve (12).     

       The Board of Directors of the Company serves as the Board of Directors
of its subsidiary, The Conway National Bank.  The Company's Board of
Directors meets as is necessary and the Bank's Board of Directors meets on a
monthly basis.

       The Board of Directors of the Bank has an Executive Committee that
meets when necessary between scheduled meetings of the Board of Directors. 
The Executive Committee recommends to the Board of Directors the appointment
of officers; determines officer compensation subject to Board approval;
reviews employee salaries; considers any director nominee submitted by the
shareholders; and addresses any other business as is necessary which does not
come under the authority of other committees on the Board of Directors.  The
Executive Committee will consider any nominee to the Board of Directors
submitted by the shareholders, provided shareholders intending to nominate
director candidates for election deliver  written  notice thereof  to  the
Secretary of the Company not later than (i) with respect to at election to be
held at an Annual Meeting of shareholders, ninety (90) days prior to the
anniversary date of the immediately preceding Annual Meeting of shareholders,
and (ii)  with respect to an election to be held at a special meeting of
shareholders, the close of business on the tenth (10th) day following the
date on which notice of such meeting is first given to shareholders.  The
Bylaws further provide that the notice shall set forth certain information
concerning such shareholder and his nominee(s),  including their names and
addresses, a representation that the shareholder is entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, a description of all
arrangements or  understandings  between  the  shareholder  and each nominee,
such other information as  would  be  required  to  be included in a proxy
statement soliciting proxies for the election of the nominees of such
shareholder and the consent of each nominee to serve  as  Director of the
Company is so elected.  The Chairman of the meeting may refuse to acknowledge
the nomination of any person not made in compliance  with the foregoing
procedures.  The members of the Executive Committee are Charles C. Cutts,
Willis J. Duncan, W. Jennings Duncan, and Dr. R. C. Smith.
   
       In addition, the Board of Directors of the Bank has Audit, Loan,
Public Relations, and Building Committees.  The members of the Audit
Committee are  Charles  C. Cutts, John  Monroe J. Holliday, John K. Massey, 










                                    54
<PAGE>



Howard B. Smith, III, and  Dr.  R. C. Smith.   The  members  of  the Loan
Committee are  James  W. Barnette, Jr.,  Harold G. Cushman, Jr., Willis J.
Duncan, W. Jennings Duncan,  G. Heyward Goldfinch, Robert P. Hucks, and
Richard M. Lovelace, Jr. The members of the Public Relations Committee are
James W. Barnette, Jr., G. Heyward Goldfinch, and  John  K.  Massey.   The
members of the Building Committee are  James  W.  Barnette, Jr., Harold G.
Cushman,  Jr., Willis J. Duncan, W. Jennings Duncan, and Robert P. Hucks, 
Willis  J. Duncan, Chairman of  the  Board, and  W. Jennings Duncan,
President, are ex officio members of each of  these committees of the Board
with the exception of the Audit Committee.

       The function of the Audit Committee is to ensure that adequate
accounting procedures are in existence and functioning in a manner adequate
to safeguard the assets of the Bank.  The Audit Committee also monitors
internal and external audit activities.   The function of the Loan Committee
is to review and approve new loans and monitor the performance and quality of
existing loans, as well as  to ensure  that  sound  policies and  procedures 
exist  in  the  Bank's lending operations.

       During 1995, the Company's Board of Directors met two (2) times;  the
Bank's Board of Directors met twelve (12) times; the Executive Committee met
nine (9) times; the Audit Committee met nine (9) times;  the Loan Committee
met twelve (12) times;  the  Building Committee did not meet; and the Public
Relations Committee  did not meet.  Each  Director attended at least 75% of
the aggregate of (a) the total number of meetings  of the Board of Directors
held during the period for which he served as Director and (b) the total
number of  meetings held by all committees of the Board of Directors of which
he served.

Executive Officers:

       The Executive Officers and other officers of the Company are 
as follows:
                                  Position(s) Currently
         Name              Age      With The Company                 

    Willis J. Duncan       68     Chairman of the Board (1)

    W. Jennings Duncan     40     President and Director (1)

    Robert P. Hucks        50     Executive Vice President and Director (1) 
   
    Verta Lee Chestnut     57     Secretary

    Paul R. Dusenbury      37     Treasurer  (1)     
                                  (Chief Financial Officer and 
                                   Chief Accounting Officer)                
       
_________________
(1) Executive Officer

       All  executive  officers  and  other  officers  serve at the pleasure
of the Board of Directors of the Company.  Each executive officer and other
officer of the Company has been an officer of the Company and/or the Bank for
five (5) years.                           








                                    55
<PAGE>




        ITEM 11.  COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS


       The Company pays  no remuneration to its Directors and Executive
Officers.  All remuneration for services rendered are paid by the Company's
subsidiary, The Conway National Bank, Conway, South Carolina ("the Bank").

Compensation Committee Report

       The Executive Committee of the Bank recommends to the Board of
Directors the appointment of officers; determines officer compensation
subject to Board approval; and reviews employee salaries.  The compensation
of the President (Chief Executive Officer) and the other executive officers
is  not tied directly to corporate performance or any measure thereof. 
However, it would be deemed unacceptable by the Executive Committee, Board,
and management to establish compensation levels that are not consistent with
the performance of the Bank or return to shareholders.  During the
compensation decision process, much emphasis is placed on the Job Evaluation 
Salary  Administration  Program (JESAP) Committee.  The "JESAP" Committee is
charged with the responsibility of establishing job position descriptions;
applying values to each job position in the form of a salary range; and
obtaining salary surveys of a local, regional, and national level to
determine that salary ranges are consistent with the industry and peers.  The
"JESAP" committee utilizes an independent management consulting firm to aid
in this process.  For each Bank employee, including the President (Chief
Executive Officer) and all executive officers, a salary minimum, midpoint,
and maximum is established.  For fiscal 1995, all executive officer
compensation levels were below  the midpoint as established  by the JESAP
process.

<TABLE>
<CAPTION>
Summary Compensation Table
   

                        Annual Compensation             Long-Term                          
                                                       Compensation
                                                  Awards         Payouts
                                                           Stock   Long-Term
                                         Other  Restricted Options Incentive        
Name and                  ($)    ($)   Annual(1)   Stock($)  /SAR'S  Payout  All Other(2)
Principal Position Year Salary  Bonus Compensation Awards   (#)      ($)   Compensation
<S>               <C>   <C>      <C>      <C>         <C>     <C>     <C>      <C>         
     
W. Jennings Duncan 1995 110,145  865      2,570       0       0       0        7,159
President and      1994 101,256  944      2,072       0       0       0        7,594
Director of Bank   1993  94,620  699      1,397       0       0       0        7,097

Robert P. Hucks    1995  98,010  865        750       0       0       0        6,371
Executive Vice     1994  90,600  944          0       0       0       0        6,795
President and      1993  84,660  699          0       0       0       0        6,350
Director of Bank
</TABLE>

(1)  Cash value of personal use of automobile furnished by the Bank or
     automobile travel allowance.
2)  Cash contributions made by the Bank to the Bank's contributory 
    profit-sharing and savings defined contribution plan.




                                          56
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS (continued)



                        PENSION PLAN DISCLOSURE


        The  Bank   has  a   defined    contribution    pension    plan
covering  all  employees  who  have  attained age twenty-one and have a
minimum one year of service.   Upon  ongoing  approval  of the Board of
Directors,  the   Bank   matches   one hundred   percent   of  employee
contributions up  to  one  percent  of employee contributions of salary
deferred and fifty percent of employee  contributions  in excess of one
percent and up to six percent of salary deferred.  For the years  ended
December 31, 1995,  1994, and  1993,  $266,000, $295,000, and $273,000,
respectively, was charged to operations under the plan.

        The  Board  of   Directors   of  the  Bank  have  designed and
implemented a non-qualified Executive Supplemental  Income  (ESI)  Plan for
Willis J. Duncan, W. Jennings Duncan, Robert P. Hucks, and  Paul R.
Dusenbury.  Under the  provisions of the  ESI Plan, the  Bank  and  the 
participating  employees   will   execute  agreements  providing   each 
employee  (or  his  beneficiary, if applicable) with  a  pre-retirement 
death  benefit and a post-retirement annuity benefit.   The ESI Plan is
designed  to  provide participating  employees  with   a pre-retirement 
benefit  based  on a  percentage  of  the  employee's current compensation. 
The ESI agreement's post-retirement benefit is designed  to supplement a
participating employee's retirement benefits from Social Security in order
to provide  the employee with a certain  percentage  of his final average
income  at retirement age.  While  the  employee  is  receiving benefits 
under  the  ESI Agreement, the agreement  will  prohibit  the employee  from 
 competing  with  the   Bank  and  will  require  the  participating 
employee  to  be  available  for consulting work for the Bank.  The ESI
Agreement may be amended or revoked at any time prior to  the  participating 
employee's  death or retirement,  but only with the  mutual written  consent 
of  the covered employee  and  the  Bank.  The   ESI Agreements require  that
the participating employee be employed  at  the  Bank  at  the  earlier  of
death  or retirement  to be eligible to receive, or have his beneficiary
receive, benefits under the agreement.  The ESI Plan is an unfunded plan,
although  the Bank  has  the right to  acquire  investments  to informally
and indirectly provide funding  for  the  benefits payable under the plan.


Performance Graphs

The performance graph shall be submitted in paper form under cover of Form
SE as provided in Rule 304(d) of Regulation S-T.











                                    57
<PAGE>  
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS (continued)
     

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

     No Compensation Committee interlocks exist.  The members of the
Executive Committee of the Board, which serves as the Compensation Committee,
are Charles C. Cutts (outside Director), Willis J. Duncan (Chairman of the
Board and inside Director), W. Jennings Duncan (President and inside
Director), and Dr. R.C. Smith (outside Director).  Membership of the "JESAP"
committee consists of six Bank officers.

Director Compensation
 
     Directors who are not Bank officers receive $300 for each monthly
meeting of the Board of Directors and an additional $100 for each committee
meeting attended.

             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of a registered class of the  Company's equity securities to file
reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with
the Securities and Exchange Commission (the "SEC") and the National
Association of Securities Dealers.  Such officers, directors, and 10 percent
shareholders are also required by SEC rules to furnish the Company with
copies of all Section 16(a) forms that they file.

     Based solely on its review of copies of such reports received or written
representations from certain reporting persons, the Company believes that
during the fiscal year ended December 31, 1995, all Section 16(a) filing
requirements applicable to its officers, directors, and 10 percent
shareholders were complied with.























                                    58
<PAGE>                                       
                ITEM 12.  SECURITY OWNERSHIP OF MANAGEMENT

         The following table sets  forth  as of December 31, 1995  certain
information regarding the ownership of  Company Stock  of  all officers and
directors of the Company.  No shareholder who is not an officer or director
of the Company is known to the management of the Company to be the beneficial
owner of more than five (5%) percent of the Company Stock.  The Company Stock
is the Company's only class of voting securities.   

  Name and Address           Amount and Nature of          Percent
of Beneficial Owner         Beneficial Ownership(1)        of Class

Willis J. Duncan                   30,362                     6.4%
1400 Third Avenue
Conway, South Carolina  29526     

All Officers and Directors as a Group

(43 persons)  (2)                 124,611                    26.1%
_________________

(1)       For a description of the amount and nature of ownership of the
directors of the Company, see "Management of the Company -- Directors".

(2)       Includes 29 officers of the subsidiary, The Conway National Bank,
who are not officers of the Company.




                              ITEM 13. CERTAIN TRANSACTIONS

     Directors, principal shareholders, and Executive Officers of the Company
and the Bank are customers of and had transactions with the Bank in the
ordinary course of business.  Included in such transactions are outstanding
loans and commitments, all of which were made on comparable terms, including
interest rates and collateral as those prevailing at the time for other
customers of the Bank, and did not involve more than normal risk of
collectibility or present other unfavorable features.         



















                                    59
<PAGE>
                               PART IV

        ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
                         REPORTS ON FORM 8-K

(a)  The following exhibits, financial statements and financial 
statement schedules are filed as part of this report:

                         FINANCIAL STATEMENTS

Report of Independent Public Accountants
Consolidated Statements of Condition - December 31, 1995 and 1994
Consolidated Statements of Income - Years ended December 31, 1995, 
  1994, and 1993
Consolidated Statements of Changes in Stockholders' Equity - Years 
  ended December 31, 1995, 1994, and 1993
Consolidated Statements of Cash Flows - Years Ended December 31,   
  1995, 1994, and 1993
Notes to Consolidated Financial Statements

                    FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted from this Annual
Report because the required information is presented in the
financial statements or in the notes thereto  or the required
subject matter is not applicable.

                             EXHIBITS 

See Exhibit Index appearing below.

(b)  Reports  on  Form 8-K-  No  reports on Form 8-K were filed    
     during the last quarter of the period covered by this report.

                          EXHIBIT INDEX
Exhibit
Number

  3      Articles  of  Incorporation -  A copy  of the Articles of 
         Incorporation   of   the   Company is incorporated herein
         by reference  to  Exhibit  3(a)  which  was  filed with a 
         Form 10-K Annual Report dated March 28, 1986
     
         By-laws  of  the  Company  - A copy of the By-laws of the
         Company  is  incorporated  herein by reference to Exhibit
         3(b) which  was  filed  with  a  Form  10-K Annual Report
         dated March 28, 1986.

 22      Subsidiaries of  the  Registrant - A copy of the subsidi-
         aries of the  registrant is incorporated herein by refer-
         ence to Exhibit  22  which  was  filed  with  a Form 10-K
         Annual Report dated March 28, 1986.

 27      Financial Data Schedule - Article 9 Financial Data        
         Schedule for 10-k for electronic filers (pages 62 and 63).
    
All other exhibits, the filing of which are required with this Form,
are not applicable.

      SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED 
  PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT
      REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT

In  addition to the Form 10-K Annual Report and related exhibits,
the registrant  has  included  the  annual  report  to  security 
holders covering the registrant's  last  fiscal year and the proxy
statement, form of proxy and proxy soliciting material sent to  the
registrant's security holders with respect to the annual  meeting. 
Such material is not deemed to  be  "filed"  with  the Commission or
subject to the liabilities of Section 18 of the Act and is not
incorporated into the Form 10-K Annual Report by reference.

                                60
<PAGE>



                        SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act  of  1934,  the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
                                         CNB Corporation

                                   W. Jennings Duncan, President

Pursuant  to  the  requirements  of  the Securities Exchange Act of
1934, this report has  been  signed   below  by  the  following 
persons on behalf of the registrant and in their capacities on March
18, 1996.

      Signature                                  Capacity

Willis J. Duncan                      Chairman of the Board
                  

W. Jennings Duncan                    President and Director


Robert P. Hucks                       Executive Vice President and
                                      Director

Verta Lee Chestnut                    Secretary


Paul R. Dusenbury                     Treasurer
                                      (Chief Financial Officer     
                                       and Chief Accounting Officer) 
 
Dr. R. C. Smith                       Past Chairman of the Board
                                      and Director


James W. Barnette, Jr.                Director 


Harold G. Cushman, Jr.                Director


Charles C. Cutts                      Director


G. Heyward Goldfinch                  Director


Richard M. Lovelace, Jr.              Director


John K. Massey                        Director 










                                    61

<PAGE>