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

                 For the fiscal year ended December 31, 1999.

                                       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: (843) 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, 2000, 596,720 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
$65,340,840.

No Documents have been incorporated by reference.


<PAGE>
                          TABLE OF CONTENTS


                               PART I


                                                                   Page

ITEM 1.     Description of Business and Supplementary Data         1-22
ITEM 2.     Properties                                               23
ITEM 3.     Legal Proceedings                                        23
ITEM 4.     Submission of Matters to a Vote of Security Holders      24


                               PART II

ITEM 5.     Market for the Registrant's Common Stock and Related     24
            Security Holder Matters
ITEM 6.     Selected Financial Data                                  25
ITEM 7.     Management's Discussion and Analysis of Financial     26-32
            Condition and Results of Operations
ITEM 8.     Financial Statements                                  33-55
ITEM 9.     Disagreements on Accounting and Financial Disclosure     55


                               PART III

ITEM 10.    Directors and Executive Officers of the Registrant    56-60
ITEM 11.    Executive Compensation                                61-63
ITEM 12.    Security Ownership of Certain Beneficial Owners          64
            and Management
ITEM 13.    Certain Relationships and Related Transactions           64


                                PART IV

ITEM 14.    Exhibits, Financial Statement Schedules, Notes to        65
            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 and Gramm-
Leach-Bliley Act of 1999.  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, financial 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), Myrtle Beach in the City of Myrtle Beach
(1995), and West Conway in Conway (1998).   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 Bank employs approximately 202 full-time-equivalent
employees at its principal  office and nine 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 STAR 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 five 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 Bank of America, First Union National Bank,
First Citizens Bank and Trust Company, Branch Bank and Trust and Wachovia,
N.A.. 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
Beach First National Bank.  In addition, two thrift institutions have
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
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, and changes in the reserve requirements against bank
deposits.


                                     2
<PAGE>
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 Omnibus Consolidated Appropriations Act was enacted on September 30,
1996.  Among the law's many provisions is a resolution of the BIF-SAIF
deposit insurance premium disparity, many regulatory burden relief
provisions and other bank-related legislation.  The BIF-SAIF provisions are
contained in the Deposit Insurance Funds Act of 1996.

The Gramn-Leach-Bliley Financial Modernization Act of 1999, effective March
11, 2000, allows bank holding companies to elect to be treated as financial
holding companies.  Financial holding companies may engage in a broad range
of securities, insurance, and other financial activities.

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.








                                     3
<PAGE>
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.

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.

Under the Gramn-Leach-Bliley Act, the Company may elect to be treated as a
financial holding company which would allow the Company to engage in a broad
range of securities, insurance, and other financial activities.

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 1,500,000 shares of Company Stock and as
of December 31, 1999, has 598,681 shares issued and 595,959 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.


                  DISCUSSION OF FORWARD-LOOKING STATEMENTS

Information in the enclosed report, other than historical information, may
contain forward-looking statements that involve risks and uncertainties,
including, but not limited to, timing of certain business initiatives of the
Company, the Company's interest rate risk condition, and future regulatory
actions of the Comptroller of the Currency and Federal Reserve System.  It
is important to note that the Company's actual results may differ materially
and adversely from those discussed in forward-looking statements.












                                     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>

                              First Quarter Second Quarter Third Quarter Fourth Quarter
                               1999   1998   1999    1998   1999    1998   1999    1998
<S>                            <C>    <C>     <C>    <C>    <C>    <C>    <C>     <C>
Total interest income          $7,488 $7,187  $7,800 $7,554 $8,183 $7,737 $8,272  $7,565
Total interest expense          3,160  3,166   3,203  3,282  3,380  3,324  3,301   3,258
Net interest income             4,328  4,021   4,597  4,272  4,803  4,413  4,971   4,307
Provision for possible
 loan losses                      150    190     180    175    200    160    265     155
Total other operating income      906    816   1,016    963  1,126  1,161  1,259     992
Total other operating expenses  2,962  2,754   3,124  2,758  3,144  2,906  3,800   3,518
Income before income taxes      2,122  1,893   2,309  2,302  2,585  2,508  2,165   1,626
Income taxes                      694    657     771    756    843    821    768     587
Net income                     $1,428 $1,236  $1,538 $1,546 $1,742 $1,687 $1,397  $1,039
Net income per weighted
   average shares outstanding  $ 2.39 $ 2.07  $ 2.58 $ 2.58 $ 2.91 $ 2.83 $ 2.35  $ 1.74
</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
<TABLE>
<CAPTION>
                                       Twelve Months Ended 12/31/99
                                       Average   Interest    Avg. Annual
                                       Balance   Income/      Yield or
                                                 Expense(2)     Rate
<S>                                    <C>        <C>          <C>
Assets:
  Earning assets
   Loans, net of
     unearned income                   $248,616   $21,869       8.80%
   Investment securities:
     Taxable                            132,136     7,754       5.87
     Tax-exempt                          14,980     1,089       7.27
   Federal funds sold and
     securities purchased under
     agreement to resell                 27,883     1,401       5.02

      Total earning assets             $423,615   $32,113       7.58
   Other assets                          29,956
      Total assets                     $453,571

Liabilities and stockholders' equity:
   Interest-bearing liabilities:
     Interest-bearing deposits         $298,789    11,616       3.89
     Federal funds purchased and
      securities sold under
      agreement to repurchase            32,555     1,351       4.15
     Other short-term borrowings          1,644        77       4.68
        Total interest-bearing
         liabilities                   $332,988   $13,044       3.92
   Noninterest-bearing deposits          74,385
   Other liabilities                      3,052
   Stockholders' equity                  43,146
       Total liabilities and
         stockholders' equity          $453,571
   Net interest income as a
     percent of total
     earning assets                    $423,615   $19,069       4.50%

(1)  Tax-equivalent adjustment
     based on a 34% tax rate                      $   370
</TABLE>
Ratios:
Annualized return on average total assets                       1.35%
Annualized return on average stockholders' equity              14.15
Cash dividends declared as a percent of net income             34.17
Average stockholders' equity as a percent of:
  Average total assets                                          9.51
  Average total deposits                                       11.56
  Average loans, net of unearned income                        17.35
Average earning assets as a percent of
average total assets                                           93.40%

(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
    $527 as of December 31, 1999 are included in loans, net of unearned
    income, for purpose of this analysis.




                                    8
<PAGE>
                       CNB Corporation and Subsidiary
                          Selected Financial Data
<TABLE>
<CAPTION>
                                       Twelve Months Ended 12/31/98
                                       Average   Interest    Avg. Annual
                                       Balance   Income/      Yield or
                                                 Expense(2)     Rate
<S>                                    <C>        <C>          <C>
Assets:
  Earning assets
   Loans, net of
     unearned income                   $228,057   $20,755       9.10%
   Investment securities:
     Taxable                            118,941     7,187       6.04
     Tax-exempt                          13,771     1,053       7.65
   Federal funds sold and
     securities purchased under
     agreement to resell                 26,890     1,406       5.23

      Total earning assets             $387,659   $30,401       7.84
   Other assets                          26,219
      Total assets                     $413,878

Liabilities and stockholders' equity:
   Interest-bearing liabilities:
     Interest-bearing deposits         $273,469    11,432       4.18
     Federal funds purchased and
      securities sold under
      agreement to repurchase            34,274     1,514       4.42
     Other short-term borrowings          1,514        84       5.55
        Total interest-bearing
         liabilities                   $309,257   $13,030       4.21
   Noninterest-bearing deposits          62,582
   Other liabilities                      1,841
   Stockholders' equity                  40,198
       Total liabilities and
         stockholders' equity          $413,878
   Net interest income as a
     percent of total
     earning assets                    $387,659   $17,371       4.48%

(1)  Tax-equivalent adjustment
     based on a 34% tax rate                      $   358
</TABLE>
Ratios:
Annualized return on average total assets                       1.33%
Annualized return on average stockholders' equity              13.70
Cash dividends declared as a percent of net income             37.94
Average stockholders' equity as a percent of:
  Average total assets                                          9.71
  Average total deposits                                       11.96
  Average loans, net of unearned income                        17.63
Average earning assets as a percent of
average total assets                                           93.67%

(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
    $422 as of December 31, 1998 are included in loans, net of unearned
    income, for purpose of this analysis.


                                     9

<PAGE>
                       CNB Corporation and Subsidiary
                          Selected Financial Data
<TABLE>
<CAPTION>
                                        Twelve Months Ended 12/31/97
                                        Average   Interest    Avg. Annual
                                        Balance   Income/      Yield or
                                                  Expense(2)     Rate
<S>                                    <C>        <C>          <C>
Assets:
  Earning assets
   Loans, net of
     unearned income                   $204,987   $19,110       9.32%
   Investment securities:
     Taxable                            118,900     7,191       6.05
     Tax-exempt                          13,841     1,083       7.82
   Federal funds sold and
     securities purchased under
     agreement to resell                 13,730       743       5.41

      Total earning assets             $351,458   $28,127       8.00
   Other assets                          24,531
      Total assets                     $375,989

Liabilities and stockholders' equity:
   Interest-bearing liabilities:
     Interest-bearing deposits         $241,009    10,009       4.15
     Federal funds purchased and
      securities sold under
      agreement to repurchase            36,148     1,676       4.64
     Other short-term borrowings          1,562        79       5.06
        Total interest-bearing
         liabilities                   $278,719   $11,764       4.22
   Noninterest-bearing deposits          57,645
   Other liabilities                      3,130
   Stockholders' equity                  36,495
       Total liabilities and
         stockholders' equity          $375,989
   Net interest income as a
     percent of total
     earning assets                    $351,458   $16,363       4.66%

(1)  Tax-equivalent adjustment
     based on a 34% tax rate                      $   368
</TABLE>
Ratios:
Annualized return on average total assets                       1.28%
Annualized return on average stockholders' equity              13.17
Cash dividends declared as a percent of net income             37.32
Average stockholders' equity as a percent of:
  Average total assets                                          9.71
  Average total deposits                                       12.22
  Average loans, net of unearned income                        17.80
Average earning assets as a percent of
average total assets                                           93.48%

(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
    $24 as of December 31, 1997 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, 1999 and 1998
                                                            (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
                                 1999     1998    1999 (1)    1998 (1)    1999 (1)     1998 (1)    Variance  Rate   Volume   Volume
Earning Assets:

Loans, Net of unearned
 income (2)                    248,616   228,057     8.80%       9.10%    21,869      20,755       1,114      (684)   1,871     (73)
Investment securities:
 Taxable                       132,136   118,941     5.87%       6.04%     7,754       7,187         567      (202)     797     (28)
 Tax-exempt                     14,980    13,771     7.27%       7.65%     1,089       1,053          36       (52)      92      (4)
Federal funds sold and
 securities purchased under
 agreement to resell            27,883    26,890     5.02%       5.23%     1,401       1,406          (5)      (56)      52      (1)

Total Earning Assets           423,615   387,659     7.58%       7.84%    32,113      30,401       1,712      (994)   2,812    (106)

Interest-bearing Liabilities:

Interest-bearing deposits      298,789   273,469     3.89%       4.18%    11,616      11,432         184      (793)   1,058     (81)
Federal funds purchased and
 securities sold under
 agreement to repurchase        32,555    34,274     4.15%       4.42%     1,351       1,514        (163)      (93)     (76)      6
Other short-term borrowings      1,644     1,514     4.68%       5.55%        77          84          (7)      (13)       7      (1)


Total Interest-bearing
 Liabilities                   332,988   309,257     3.92%       4.21%    13,044      13,030          14      (899)     989     (76)
Interest-free Funds
 Supporting Earning Assets      90,627    78,402

Total Funds Supporting

Earning Assets                 423,615   387,659     3.08%       3.36%    13,044      13,030          14      (899)     989     (76)

Interest Rate Spread                                 3.66%       3.63%
Impact of Non-interest-bearing
 Funds on Net Yield on Earning
 Assets                                               .84%        .85%


Net Yield on Earning Assets                          4.50%       4.48%    19,069      17,371
</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, 1998 and 1997
                                                            (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
                                 1998     1997    1998 (1)    1997 (1)    1998 (1)     1997 (1)    Variance  Rate   Volume   Volume
Earning Assets:

Loans, Net of unearned
 income (2)                    228,057   204,987     9.10%       9.32%    20,755      19,110       1,645      (451)   2,147     (51)
Investment securities:
 Taxable                       118,941   118,900     6.04%       6.05%     7,187       7,191          (4)       (7)       3       -
 Tax-exempt                     13,771    13,841     7.65%       7.82%     1,053       1,083         (30)      (24)      (6)      -
Federal funds sold and
 securities purchased under
 agreement to resell            26,890    13,730     5.23%       5.41%     1,406         743         663       (25)     712     (24)

Total Earning Assets           387,659   351,458     7.84%       8.00%    30,401      28,127       2,274      (507)   2,856     (75)

Interest-bearing Liabilities:

Interest-bearing deposits      273,469   241,009     4.18%       4.15%    11,432      10,009       1,423        72    1,342       9
Federal funds purchased and
 securities sold under
 agreement to repurchase        34,274    36,148     4.42%       4.64%     1,514       1,676        (162)      (80)     (86)      4
Other short-term borrowings      1,514     1,562     5.55%       5.06%        84          79           5         8       (3)      -


Total Interest-bearing
 Liabilities                   309,257   278,719     4.21%       4.22%    13,030      11,764       1,266         -    1,253      13
Interest-free Funds
 Supporting Earning Assets      78,402    72,739

Total Funds Supporting

Earning Assets                 387,659   351,458     3.36%       3.34%    13,030      11,764       1,266         -    1,253      13

Interest Rate Spread                                 3.63%       3.78%
Impact of Non-interest-bearing
 Funds on Net Yield on Earning
 Assets                                               .85%        .88%


Net Yield on Earning Assets                          4.48%       4.66%    17,371      16,363
</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>
<TABLE>
<CAPTION>
                                                       CNB Corporation and Subsidiary
                                                        Rate/Volume Variance Analysis
                                            For the Twelve Months Ended December 31, 1997 and 1996
                                                            (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
                                 1997     1996    1997 (1)    1996 (1)    1997 (1)     1996 (1)    Variance  Rate   Volume   Volume
Earning Assets:

Loans, Net of unearned
 income (2)                    204,987   169,815     9.32%       9.31%    19,110      15,808       3,302        17    3,281       4
Investment securities:
 Taxable                       118,900   126,368     6.05%       5.93%     7,191       7,488        (297)      152     (440)     (9)
 Tax-exempt                     13,841    13,999     7.82%       8.01%     1,083       1,121         (38)      (26)     (13)      1
Federal funds sold and
 securities purchased under
 agreement to resell            13,730     8,626     5.41%       5.33%       743         460         283         7      272       4

Total Earning Assets           351,458   318,808     8.00%       7.80%    28,127      24,877       3,250       150    3,100       -

Interest-bearing Liabilities:

Interest-bearing deposits      241,009   214,194     4.15%       4.02%    10,009       8,610       1,399       278    1,086      35
Federal funds purchased and
 securities sold under
 agreement to repurchase        36,148    39,506     4.64%       4.82%     1,676       1,906        (230)      (71)    (165)      6
Other short-term borrowings      1,562     1,164     5.06%       5.41%        79          63          16        (4)      21      (1)


Total Interest-bearing
 Liabilities                   278,719   254,864     4.22%       4.15%    11,764      10,579       1,185       203      942      40
Interest-free Funds
 Supporting Earning Assets      72,739    63,944

Total Funds Supporting

Earning Assets                 351,458   318,808     3.34%       3.32%    11,764      10,579       1,185       203      942      40

Interest Rate Spread                                 3.78%       3.65%
Impact of Non-interest-bearing
 Funds on Net Yield on Earning
 Assets                                               .88%        .83%


Net Yield on Earning Assets                          4.66%       4.48%    16,363      14,298
</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.
                                                                   13
<PAGE>
                              INVESTMENT SECURITIES

Investment securities with a par value of $82,325, $74,500, and $69,965 at
December 31, 1999, 1998, and 1997, 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, 1999, 1998, and 1997.

                                                 December 31, 1999
                                Book       Unrealized           Fair
                                Value   Gains     Losses        Value   Yield(1)

AVAILABLE FOR SALE
  United States Treasury
   Within one year            $ 4,984  $   11      $   10      $ 4,985    6.38%
   One to five years           10,117       0         114       10,003    5.99%
                               15,101      11         124       14,988    6.12%

  Federal agencies
    Within one year            11,461       0          38       11,423    5.96%
    One to five years          61,746       5       1,533       60,218    5.79%
                               73,207       5       1,571       71,641    5.82%

  State, county and municipal
    Six to ten years            1,132       1           5        1,128    6.96%

  Other-restricted
    Federal Reserve &
     Federal Home Loan
     Bank Stock                 1,394       -           -        1,394    6.96%

    Total available
     for sale                 $90,834  $   17      $1,700      $89,151    5.80%

HELD TO MATURITY
  United States Treasury
   Within one year            $ 3,000  $    5      $    -      $ 3,005    6.54%
    One to five years           1,012       -          14          998    5.76%
                                4,012       5          14        4,003    6.35%

  Federal agencies
   Within one year              7,613       -          11        7,602    6.30%
   One to five years           28,188      25         368       27,845    6.36%
                               35,801      25         379       35,447    6.35%


  State, county and municipal
   Within one year              1,759      12           -        1,771    8.60%
   One to five years            8,342      42          49        8,335    6.50%
   Six to ten years             4,315      17          78        4,254    6.69%
   After ten years                639       1          20          620    5.56%
                               15,055      72         147       14,980    6.76%

  Total held to maturity      $54,868  $  102      $  540      $54,430    6.46%

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

As of the quarter ended December 31, 1999, the Bank did not hold any
securities of an issuer that exceeded 10% of stockholders' equity.

                                   14
<PAGE>
                      INVESTMENT SECURITIES, continued



                                                 December 31, 1998
                                Book       Unrealized           Fair
                                Value   Gains     Losses        Value   Yield(1)

AVAILABLE FOR SALE
  United States Treasury
   Within one year            $ 8,011  $   59      $    -      $ 8,070    6.28%
   One to five years            5,962     179           -        6,141    6.09%
                               13,973     238           -       14,211    6.20%

  Federal agencies
    Within one year             5,171      30           -        5,201    6.20%
    One to five years          60,289     520          87       60,722    5.77%
                               65,460     550          87       65,923    5.81%

  State, county and municipal
    Within one year               325       7           -          332    7.90%

  Other-restricted
    Federal Reserve
     Bank Stock                   116       -           -          116    6.03%

    Total available
     for sale                 $79,874  $  795      $   87      $80,582    5.88%

HELD TO MATURITY
  United States Treasury
   Within one year            $ 6,995  $   81      $    -      $ 7,076    6.56%
    One to five years           4,019      76           -        4,095    6.05%
                               11,014     157           -       11,171    6.38%

  Federal agencies
   Within one year              2,036       6           -        2,042    5.50%
   One to five years           33,350     615           -       33,965    6.14%
                               35,386     621           -       36,007    6.10%


  State, county and municipal
   Within one year              1,236      11           -        1,247    9.57%
   One to five years            8,430     260           -        8,690    7.69%
   Six to ten years             4,582     231           -        4,813    7.56%
                               14,248     502           -       14,750    7.81%

  Total held to maturity      $60,648  $1,280      $    -      $61,298    6.56%

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

As of the quarter ended December 31, 1998, the Bank did not hold any
securities of an issuer that exceeded 10% of stockholders' equity.



                                   15
<PAGE>
                     INVESTMENT SECURITIES, continued




                                              December 31, 1997
                             Book       Unrealized           Fair
                             Value   Gains     Losses        Value   Yield(1)

AVAILABLE FOR SALE
  United States Treasury
   Within one year         $10,252  $   52      $    8      $10,296    6.53%
   One to five years        11,987     125           -       12,112    6.30%
                            22,239     177           8       22,408    6.41%

  Federal agencies
   Within one year           4,995       1          12        4,984    5.11%
   One to five years        23,805     158          18       23,945    6.26%
   After ten years           1,375      21           -        1,396    6.90%
                            30,175     180          30       30,325    6.10%

  State, county and municipal
    One to five years          325      10           -          335    7.85%

  Other-restricted
    Federal Reserve
     Bank Stock                116       -           -          116    6.03%

    Total available
     for sale              $52,855  $  367      $   38      $53,184    6.24%

HELD TO MATURITY
  United States Treasury
   Within one year         $17,703  $   11      $   49      $17,665    5.14%
   One to five years         9,977     131           -       10,108    6.46%
                            27,680     142          49       27,773    5.62%

  Federal agencies
   One to five years        28,235     216          45       28,406    6.34%

  State, county and municipal
   Within one year           1,540       9           -        1,549    8.88%
   One to five years         6,436     214           1        6,649    8.71%
   Six to ten years          5,746     157           -        5,903    7.39%
   After ten years             602      11           -          613    7.39%
                            14,324     391           1       14,714    8.14%

  Total held to maturity   $70,239  $  749      $   95      $70,893    6.42%

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

As of the quarter ended December 31, 1997, the Bank did not hold any
securities of an issuer that exceeded 10% of stockholders' equity.








                                   16
<PAGE>
<TABLE>
<CAPTION>
                                     LOAN PORTFOLIO

                                  CLASSIFICATION OF LOANS

The following is a summary of loans, in thousands of dollars, at December
31, 1999, 1998, 1997, 1996, and 1995 by major classification:


                                    1999          1998      1997       1996      1995
<S>                                 <C>        <C>       <C>        <C>       <C>
Real estate Loans  - mortgage       $163,614   $142,039   $136,441  $111,474   $ 95,451
                   - construction     21,013     15,560     19,653    15,148      5,453
Loans to farmers                       1,447      1,487      1,214     1,328      1,032
Commercial and industrial loans       45,742     36,393     34,606    28,105     23,133
Loans to individuals for household
  family and other consumer
  expenditure                         33,864     32,669     30,772    29,642     28,095
All other loans, including
   Overdrafts                          1,736      1,951        140       236        334
   Gross Loans                       267,416    230,099    222,826   185,933    153,498
     Less unearned income               (275)      (970)    (1,105)   (1,058)    (1,094)
    Less reserve for loan losses      (3,451)    (3,132)    (2,879)   (2,370)    (2,242)
     Net loans                      $263,690   $225,997   $218,842  $182,505   $150,162
</TABLE>


                 MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES


The Company's loan portfolio consisted of approximately $203,304 and
$178,510 in fixed rate loans as of December 31, 1999 and 1998, respectively.
At December 31, 1999, and 1998, fixed rate loans with maturities in excess
of one year amounted to approximately $153,767 and $137,928, 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.










                                     17
<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 adequately provides coverage for actual loss potential.  Other
interest-bearing assets considered a risk element, if any, 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
1999, 1998, 1997, 1996, 1995:

                                                December 31,
                                 1999      1998    1997    1996    1995
   Nonaccrual loans              $  527  $  422  $   24  $  377  $  479

   Accruing loans which are
   contractually past due
   90 days or more as to
   principal or interest
   payments                      $  142  $  100  $  135  $   77  $   87

   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, 1999, 1998, and 1997 is as
follows:

                                              1999   1998    1997

   Interest included in income during the
   year                                       $ 26   $ 16    $  1

   Interest which would have been included
   at the original contract rates             $ 46   $ 40    $  3

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.










                                     18
<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, 1999, 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, 1999, the Company had no foreign loans
outstanding.

                            LOAN CONCENTRATIONS

As of the year ended December 31, 1999, 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 determined
that any impairment of the approximate $2,100,000 cash surrender value of
the policies is remote due to the financial stability of the U.S.
subsidiary.  Subsequently, on October 23, 1996, a plan of Rehabilitation for
Confederation Life Insurance Company (U.S.) was confirmed by the State of
Michigan in the Circuit Court for the County of Ingham.  The plan provides
for the assumption of company owned life insurance policies (COLI), such as
the Bank's, to be assumed by Pacific Mutual Life Insurance Company.  Under
the agreement, holders of COLI Policies will have the option to have a
policy reinsured by Pacific Mutual which is expected to have the same
account value and substantially the same contract terms as the original
policy or to receive the liquidation or "opt-out" value of the policy.

The Bank's independent external auditors have revisited the facts and
circumstances regarding the investment in the COLI program and have read the
significant uncertainties requiring the recognition of a loss contingency as
of the date of this report.

The Bank's COLI policies were reinsured by Pacific Mutual during the third
quarter of 1997.  Management received permission from the Office of the
Comptroller of the Currency to return this asset to accrual status and to
adjust the carrying value during the first quarter of 1998 with the total
cash surrender values totalling approximately $85,000 above the carrying
value on the bank's books.

As of December 31, 1999, the Company does not have any interest-bearing
assets that would be required to be disclosed under Item III. C. 1. or 2. if
such assets were loans.


                                      19
<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,

                                     1999      1998       1997      1996      1995

<S>                                <C>       <C>       <C>       <C>       <C>
Loans (net of unearned income):
  Average loans outstanding for
  the period                       $248,616  $228,057  $204,987  $169,815  $149,940
Reserve for loan losses:

Balance at beginning
    of period                      $  3,132  $  2,879  $  2,370  $  2,242  $  2,220
  Charge-offs:
    Commercial, financial, and
     agricultural                       254       189       238       111       133
    Real Estate - construction
                  and mortgage            3        14         5        22         3

    Loans to individuals                559       553       399       296       313

      Total charge-offs            $    816  $    756  $    642  $    429  $    449

  Recoveries:
    Commercial, financial, and
     Agricultural                       103        89       100        47       166

    Real estate-construction
     and mortgage                        21         5       106        15        44

Loans to individuals                    216       235       145       135       151

      Total recoveries             $    340  $    329  $    351  $    197  $    361

  Net charge-offs                  $    476  $    427  $    291  $    232  $     88
  Additions charged to operations  $    795  $    680  $    800  $    360  $    110
  Balance at end of period         $  3,451  $  3,132  $  2,879  $  2,370  $  2,242
  Ratio of net charge-offs during
   the period to average loans
   outstanding during the period       .19%      .19%      .14%      .14%      .06%
</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 $540 during 2000.


                                     20
<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,
                                          1999       1998       1997


Noninterest bearing demand deposits     74,385     62,582     57,645
Interest bearing demand deposits        52,195     47,249     45,844
Savings deposits                        28,594     28,428     29,894
Time deposits                          218,000    197,792    165,271
 Total deposits                        373,174    336,051    298,654


                      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,

                                          1999      1998       1997

Interest bearing demand deposits          1.06%     1.49%     1.70%
Savings deposits                          2.51%     2.69%     2.70%
Time deposits                             4.74%     5.04%     5.10%




          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, 1999:


            Maturity within 3 months or less         $37,360
            Over 3 through 6 months                   19,526
            Over 6 through 12 months                   8,439
            Over 12 months                             5,984
              Total                                   71,309
















                                     21


<PAGE>
                      RETURN ON EQUITY AND ASSETS

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

                                                  Year ended December 31,

                                                  1999      1998      1997

   Return on average total assets                 1.35%    1.33%      1.28%
   Return on average stockholders' equity        14.15%   13.70%     13.17%
   Cash dividend payout ratio                    34.17%   37.94%     37.32%
   Average equity to average assets ratio         9.51%    9.71%      9.71%



                          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         1999       1998       1997
    agreement to repurchase         $27,477    $32,518    $32,366


The following information relates to short-term borrowings outstanding
during 1999, 1998, and 1997:

                          Maximum Amount        Weighted Average
                       Outstanding in Any        Interest Rate
                           Month  End           at December 31,
                      1999    1998    1997    1999   1998   1997
  Federal funds
   purchased and
   securities sold
   under agreement
   to repurchase     $36,183 $39,678 $49,506   4.34% 4.12%  4.61%



                                           Year ended December 31,
                                          1999      1998      1997
  Federal funds purchased and
   securities sold under
   agreement to repurchase-
   average daily amount outstanding     $32,555   $34,274   $36,148
   Weighted average interest rate paid     4.15%     4.42%     4.64%







                                     22
<PAGE>
                           ITEM 2.   PROPERTIES

The Company's subsidiary, The Conway National Bank, has ten 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) West Conway in Conway (3,286 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 ten
offices, the bank owns the principal office, the office at Red Hill, West
Conway, 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
three future office sites.  The sites consist of approximately 1.5 acres on
Highway 17 south of Myrtle Beach in Murrells Inlet, 1.1 acres on Highway 701
north of Conway, and 1.0 acres on Highway 17 in North Myrtle Beach.  An
office is scheduled to be completed and opened on the Murrells Inlet
property during the first quarter of 2000.  The company also anticipates
building offices on the other sites within the next two to five years,
depending on market conditions.


                     ITEM 3.   LEGAL PROCEEDINGS

There were no material legal proceedings against the Company or its
subsidiary, The Conway National Bank, as of December 31, 1999.

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.











                                  23
<PAGE>
         ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS


On May 11, 1999, at the Annual Meeting of CNB Corporation, the security holders:

1) Nominated and elected five directors to serve for a three-year term; and

2) Ratified the appointment of Elliott, Davis, and Company, Certified Public
   Accountants, as independent auditors for the Company and its subsidiary
   for the year ending December 31, 1999.

                                   PART II

             ITEM 5.  MARKET PRICE OF REGISTRANT'S COMMON STOCK AND
                       RELATED SECURITY HOLDER MATTERS


As of December 31, 1999, there were approximately 672 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.

                                           1999               1998
                                      High       Low     High      Low

                    First  Quarter  $ 99.00    $ 99.00   $90.00   $90.00
                    Second Quarter  $104.00    $ 99.00   $94.00   $90.00
                    Third  Quarter  $104.00    $104.00   $94.00   $94.00
                    Fourth Quarter  $109.50    $104.00   $99.00   $94.00

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 $3.50 per share in 1999 and 1998,
$3.00 per share in 1997, 1996 and 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 25% stock dividend in September, 1997, 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.










                                       24
<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,
                                     1999        1998        1997        1996        1995
<S>                                 <C>         <C>       <C>          <C>         <C>
Selected Income Statement Data:
Total Interest Income                $ 31,743  $ 30,043   $ 27,759     $ 24,496    $ 22,601
Total Interest Expense                 13,044    13,030     11,764       10,579      10,115
Net Interest Income                    18,699    17,013     15,995       13,917      12,486
Provision for Possible Loan Losses        795       680        800          360         110
Net Interest Income after Provision  ________  ________   ________     ________    ________
 for Possible Loan Losses              17,904    16,333     15,195       13,557      12,376
Total Other Operating Income            4,307     3,932      3,413        3,015       2,954
Total Other Operating Expense          13,030    11,936     11,041       10,393       9,797
Income Before Income Taxes              9,181     8,329      7,567        6,179       5,533
Income Taxes                            3,076     2,821      2,760        2,095       1,777
Net Income                           $  6,105  $  5,508   $  4,807     $  4,084    $  3,756

Per Share:
Net Income Per Weighted Average
 Shares Outstanding*                 $  10.23  $   9.22   $   8.03     $   6.84    $   6.29
Cash Dividend Paid Per Share         $   3.50  $   3.50   $   3.00     $   3.00    $   3.00
Weighted Average Shares
 Outstanding*                         596,841   597,452    598,435      596,870     597,275

*Restated for a 25% stock dividend issued during 1997.

Selected Balance Sheet Data:
Assets                               $455,702  $426,359   $381,144     $341,818    $324,694
Net Loans                             263,690   225,997    218,842      182,505     150,162
Investment Securities                 144,019   141,230    123,423      132,287     138,768
Federal Funds Sold                     11,150    27,100     11,375         -          7,300

Deposits:
 Non-Interest-Bearing                $ 72,728  $ 66,303   $ 55,422     $ 49,911    $ 44,723
 Interest-Bearing                     302,775   279,809    245,905      218,502     206,433
 Total Deposits                      $375,503  $346,112   $301,327     $268,413    $251,156
 Stockholders' Equity                $ 43,712  $ 41,201   $ 37,717     $ 34,496    $ 32,195
</TABLE>
























                                         25
<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 3.3% from $221,721 at December 31, 1997 to $229,129 at December
31, 1998; and 16.6% from December 31, 1998 to $267,141 at December 31, 1999.
 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 1997 and 1999 due to a strong local economy but was
somewhat slow in 1998.  Loans, net of unearned income, decreased as a
percentage of total assets from 58.2% at year-end 1997 to 53.7% at year-end
1998 and increased to 58.6% at year-end 1999. Correspondingly, investment
securities and federal funds sold increased as a percentage of total assets
from 35.3% at year-end 1997 to 39.5% at year-end 1998 and decreased to 34.1%
at year-end 1999 as investments have been utilized to balance the growth 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 increased from 6.5% in 1997 to 6.8% in 1998 and
7.3% in 1999 due to a branch office addition in 1998, approximately $276,000
in Y2K-related hardware and software purchases, and the beginning of
construction of another branch office in late 1999. 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 have grown from 14.5% at December 31, 1997 to 15.6% at December 31,
1998 and 16.0% at December 31, 1999.  Demand deposits 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 74.3% at December 31, 1997 to 73.5% at
December 31, 1998 and 73.3% at December 31, 1999.

The following table sets forth the percentage relationship to total assets
of significant components of the Company's balance sheet as of December 31,
1999, 1998 and 1997:
<TABLE>
<CAPTION>                                                  December 31,
                                                    1999      1998      1997
<S>                                                <C>       <C>      <C>
Assets:
  Earning assets
    Loans, net of unearned income                   58.6%     53.7%    58.2%

          Investment securities:
          Taxable                                   28.0      29.8     28.6

          Tax-exempt                                 3.6       3.3      3.7

    Federal funds sold and securities
     purchased under agreement to resell             2.5       6.4      3.0

    Other earning assets                              -         -        -

     Total earning assets                           92.7      93.2     93.5

    Other assets                                     7.3       6.8      6.5
     Total assets                                  100.0%    100.0%   100.0%

Liabilities and stockholders' equity:
    Interest-bearing liabilities:
      Interest-bearing deposits                     66.5%     65.6%    64.5%

      Federal funds purchased and securities
             sold under agreement to repurchase      6.0       7.6      8.5

            Other short-term borrowings               .8        .3      1.3

       Total interest-bearing liabilities           73.3      73.5     74.3

    Non-interest-bearing deposits                   16.0      15.6     14.5

    Other liabilities                                1.1       1.2      1.3

    Stockholders' equity                             9.6       9.7      9.9

     Total liabilities and stockholders' equity    100.0%    100.0%   100.0%

</TABLE>








                                         26
<PAGE>
Results of Operation

CNB Corporation and subsidiary experienced earnings in 1999, 1998 and 1997
of $6,105, $5,508,and $4,807, respectively, resulting in a return of average
assets of 1.35%, 1.33%, and 1.28% and a return on average stockholders'
equity of 14.15%, 13.70% and 13.17%. 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  $455,702 at December 31, 1999 as  compared to $426,359 at
December 31, 1998 and $381,144 at December 31, 1997. The following table
sets forth the financial highlights for fiscal years 1999, 1998, and 1997.
























































                                       27
<PAGE>
<TABLE>
<CAPTION>

                            CNB Corporation and Subsidiary
                                 FINANCIAL HIGHLIGHTS
              (All Dollar Amounts, Except Per Share Data, in Thousands)

                            December 31, 1998 to 1999  December 31, 1997 to 1998 December 31,
                                1999       Percent        1998      Percent         1997
                                           Increase                 Increase
                                          (Decrease)               (Decrease)
<S>                            <C>           <C>    <C>               <C>         <C>
Net interest income after
 provision for loan losses     $ 17,904      9.6%   $ 16,333          7.5%        $ 15,195
Income before income taxes        9,181     10.2       8,329         10.1            7,567
Net Income                        6,105     10.8       5,508         14.6            4,807
 Per share (weighted average
 of shares outstanding)        $  10.23     11.0    $   9.22         14.8         $   8.03

Cash dividends declared           2,086      (.2)      2,090         16.5            1,794

 Per Share                     $   3.50        -    $   3.50         16.7         $   3.00


Total assets                   $455,702      6.9%   $426,359         11.9%        $381,144
Total deposits                  375,503      8.5     346,112         14.9          301,327
Loans, net of unearned income   267,141     16.6     229,129          3.3          221,721
Investment securities           144,019      2.0     141,230         14.4          123,423
Stockholders' equity             43,712      6.1      41,201          9.2           37,717
  Book value per share
 (actual number of shares
     outstanding)              $  73.35      6.2    $  69.06          9.5         $  63.06
</TABLE>
<TABLE>
<S>                               <C>        <C>       <C>            <C>            <C>
Ratios(1):
Returns on average total assets    1.35%     1.5        1.33%         3.9             1.28%
Return on average stockholders'
 equity                           14.15%     3.3       13.70%         4.0            13.17%
</TABLE>
(1) For the fiscal years ended December 31, 1999, 1998, and 1997, average total
assets amounted to $453,571, $413,878, and $375,989 with average stockholders'
equity totaling $43,146, $40,198, and $36,495, respectively.




























                                      28
<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 1999, 1998 and 1997
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 $16,363 in 1997 and $17,371 in 1998 to
$19,069 in 1999.  During the three-year period, total fully-tax-equivalent
interest income increased by 8.1% from $28,127 in 1997 to $30,401 in 1998
and increased 5.6% in 1999 to $32,114.  Over the same period, total interest
expense increased by 10.8% from $11,764 in 1997 to $13,030 in 1998 and
increased .1% to $13,044 in 1999.  Fully-tax-equivalent net interest income
as a percentage of average total earning assets decreased from 4.7% in 1997
to 4.5% in 1998 and 1999.  The decrease was reflective of strong competition
within our market.

Interest rates paid on deposits and borrowed funds and earned on loans and
investments have generally followed the fluctuations in market interest
rates in 1999, 1998, and 1997. 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 static gap 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
<S>                               <C>     <C>      <C>        <C>       <C>       <C>
                                   1 Day  90 Days  180 Days   365 Days  5 Years   5 Years
Rate Sensitive Assets (RSA)
 Federal Funds Sold               11,150         0        0         0         0         0
 Investment Securities                 0     5,931    7,020    16,020   107,761     5,893
 Loans (net of non-accruals $527) 64,112    21,481   12,728    14,801   106,570    47,197
Total, RSA                        75,262    27,412   19,748    30,821   214,331    53,090

Rate Sensitive Liabilities (RSL)

Deposits:
Certificates of Deposit of             0    37,360   19,526     8,439     5,984         0
 $100,000 or more
All Other Time Deposits                0    41,188   31,818    28,193     7,102       161
Federal Funds Purchased and       25,398        79        0         0     2,000         0
 Securities Sold Under
 Repurchase Agreements

Total RSL                         25,398    78,627   51,344    36,632    15,086       161
RSA-RSL                           49,864   (51,215) (31,596)   (5,811)  199,245    52,929
Cumulative RSA-RSL                49,864    (1,351) (32,947)  (38,758)  160,487   213,416
Cumulative RSA/RSL                  2.96       .99      .79       .80      1.77      2.03
</TABLE>








                                    29
<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 $795 in
1999, $680 in 1998 and $800 in 1997. Net loan charge-offs totalled $476 in
1999, $427 in 1998, and $291 in 1997 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 1.31% at December 31, 1999, 1.39% at
December 31, 1998, and 1.32% at December 31, 1997.

Securities Transactions - Net unrealized gains/(losses) in the investment
securities portfolio were $(2,121) at December 31, 1999, $1,358 at December
31, 1998, and $983 at December 31, 1997. The market value of investment
securities rose in 1997 and 1998 as overall market rates declined, but
declined in 1999 as market interest rates increased significantly. Security
losses of $(28) were taken in 1997 when bonds were sold to provide
additional primary liquidity and to manage the Bank's interest rate
sensitivity position.  No security gains/(losses) were taken in 1998 or
1999.

Other Income -  Other income, net of security sales, increased by 14.3%
from $3,441 in 1997 to $3,932 in 1998 and grew 9.5% from $3,932 in 1998 to
$4,307 in 1999.  Other income rose significantly in 1997 and 1998 due to
continued growth in deposit and loan account activity compounded by a June
1, 1997 increase in overall service charge rates.  Also, 1998 other income
was enhanced by the start-up of an in-house mortgage loan department
dedicated to the origination of mortgage loans for the secondary market.
During 1999, mortgage-related other income declined due to a slow-down in
home re-financing but other income related to merchant discount processing
was strong.

Other Expenses - Other expenses increased by 8.1% from $11,041 in 1997 to
$11,936 in 1998 and 9.2% from $11,936 in 1998 to $13,030 in 1999.  The
components of other expenses are salaries and employee benefits of $6,591,
$7,259, and $8,024; occupancy and furniture and equipment expenses of
$1,698, $1,704, and $1,719; and other operating expenses of $2,752, $2,973,
and $3,287 for 1997, 1998, and 1999, respectively.   The increase in
salaries and employee benefits reflects compensation increments, the
increased costs of providing employee benefits, and an increase from 182 to
202 full-time equivalent employees over the three-year period. The addition
of the Myrtle Beach office in 1995 and the West Conway office in 1998
impacted occupancy and furniture and equipment expense.  Also, approximately
$106 of the budgeted "Year 2000" costs of $276 were expensed during 1998.
Looking ahead, non-interest expense should grow due to the addition of the
Murrells Inlet office  to the bank's branch network during the first quarter
of 2000 and the remaining "Year 2000" expenditures.

Income Taxes - Provisions for income taxes increased 2.2% from $2,760 in
1997 to $2,821 in 1998 and 9.0% from $2,821 in 1998 to $3,076 in 1999. The
increase in income taxes is primarily due to an increase in income before
income taxes of 10.1% from $7,567 in 1997 to $8,329 in 1998 and 10.2% from
$8,329 in 1998 to $9,181 in 1999. Also, the utilization of tax-free income
as a percentage of income before income taxes declined in 1998 and 1999.

















                                    30
<PAGE>
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; has the ability, on a short-term basis, to borrow funds
from the Federal Reserve System; and has  a line of credit from the Federal Home
Loan Bank of Atlanta. The Company has cash balances on hand of $4,241, $4,467,
and $3,480 at December 31, 1999, 1998, and 1997 with liabilities, consisting of
cash dividends payable, totalling $2,086, $2,090, and $1,794, respectively.
Management feels that liquidity sources are more than adequate to meet funding
needs.

CAPITAL RESOURCES

Total stockholders' equity was $43,712, $41,201, and $37,717 at December 31,
1999, 1998, and 1997, representing 9.59%, 9.66%, and 9.90% of total assets,
respectively.  At December 31, 1999, 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 which has had a positive effect on
subsequent earnings and should favorably impact future year's income.  Effective
March 11, 2000, the Gramm-Leach-Bliley Act of 1999 allows bank holding companies
to elect to be treated as financial holding companies which may engage in a
broad range of securities, insurance, and other financial activities.  At this
time, neither the Company nor the Bank plan to enter these new lines of
business.  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.

ACCOUNTING ISSUES

In an effort to simplify the current standards in the United States for
computing earnings per share ("EPS") and make them more compatible with
international standards, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings per Share" in February 1997.  SFAS 128
applies to entities with publicly traded common stock or potential common stock
and is effective for financial statements for periods ending after December 15,
1997, including interim periods.  SFAS 128 simplifies the standards for
computing EPS previously found in APB Opinion 15, "Earnings per Share."  It
replaces the presentation of primary EPS with a presentation of basic EPS.  It
also requires dual presentation of basic and diluted EPS on the face of the
income statement for all companies with complex capital structures and requires
a reconciliation of the numerator and denominator of the basic EPS computation
to the numerator and denominator of the diluted EPS computation.  The Company
does not have any dilutive common stock or equivalents and accordingly the
adoption of SFAS had no effect on earnings per share computations.

The FASB also issued SFAS No. 129, "Disclosure of Information about Capital
Structure" in February 1997.  The purpose of SFAS 129 is to consolidate existing
disclosure requirements for ease of retrieval.  SFAS 129 contains no change in
disclosure requirements for companies that were subject to the previously
existing requirements.  It applies to all entities and is effective for
financial statements for periods ending after December 15, 1997.




                                          31
<PAGE>
ACCOUNTING ISSUES (continued)

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income."
SFAS 130 establishes standards for reporting and display of comprehensive income
and its components (revenues, expenses, gains, and losses) in a full set of
general purpose financial statements. SFAS 130 requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements.  SFAS 130 requires that
companies (i) classify items of other comprehensive income by their nature in a
financial statement and (ii) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of the statement of financial condition.  SFAS 130
is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods provided for
comprehensive purposes is required.  The adoption of SFAS 130 had no effect on
the Company's net income or stockholders' equity.

In June, 1997, the FASB also issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information."  SFAS 131 establishes standards for the
way public enterprises are to report information about operating segments in
annual financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders.  It also establishes standards for related disclosures about
products and services, geographic areas, and major customers.  SFAS 131
supersedes SFAS No. 14, "Financial Reporting for segments of a Business
Enterprise."  SFAS 131 becomes effective for financial statements for periods
beginning after December 15, 1997, and requires that comparative information
from earlier years be restated to conform to its requirements.  The adoption of
the provisions of SFAS 131 is not expected to have a material impact on the
Company.

In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instrument
and Hedging Activities."  All derivatives are to be measured at fair value and
recognized in the balance sheet as assets or liabilities.  The statement is
effective for fiscal years and quarters beginning after June 15, 2000 (as
amended by SFAS No. 137).  Because the Company does not use derivative
transactions at this time, management does not expect that this standard will
have a significant effect on the Company.

YEAR 2000

The Year 2000 date change posed a unique challenge to the banking industry.
This technical problem posed not only a physical system threat but also a threat
to the public's confidence in the banking industry.  The Conway National Bank's
investment of its staff and financial resources to address operational issues
and to maintain the confidence of our customers resulted in an uneventful but
successful Year 2000 date change.





























                                32
<PAGE>


                           ITEM 8 - FINANCIAL STATEMENTS








                           CNB CORPORATION AND SUBSIDIARY

                    REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

               FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997






















                                        -33-
<PAGE>
                           CNB CORPORATION AND SUBSIDIARY
                              CONWAY, SOUTH CAROLINA
                                     CONTENTS


                                                                         PAGE

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                         35

FINANCIAL STATEMENTS
       Consolidated balance sheets                                         36
       Consolidated statements of income                                   37
       Consolidated statements of changes in stockholders' equity          38
       Consolidated statements of comprehensive income                     39
       Consolidated statements of cash flows                               40

NOTES TO FINANCIAL STATEMENTS                                          41 -55
































                                      -34-
<PAGE>
                            ELLIOTT,  DAVIS & COMPANY, LLP
                             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.
                                     AUGUSTA, GA

                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, 1999 and 1998, and the related
consolidated statements of income, changes in stockholders' equity,
comprehensive income and cash flows for each of the three years in the period
ended December 31, 1999.  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, 1999 and 1998 and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with generally accepted accounting
principles.



                                              Elliott, Davis & Company, LLP


January 14, 2000

                  Internationally - Moore Stephens Elliott Davis, LLC
                               870 S. Pleasantburg Drive
             Post Office Box 6286     Greenville, South Carolina 29606-6286
                  Telephone (864) 242-3370     Telefax (864) 232-7161

                                   -35-
<PAGE>
                              CNB CORPORATION AND SUBSIDIARY
                                CONSOLIDATED BALANCE SHEETS
                       (amounts, except share data, in thousands)
<TABLE>
<CAPTION>
                                                                        December 31,
                                                                    1999            1998
                                     ASSETS
<S>                                                              <C>             <C>
CASH AND DUE FROM BANKS                                          $ 20,259        $ 17,864
FEDERAL FUNDS SOLD                                                 11,150          27,100
INVESTMENT SECURITIES HELD TO MATURITY
  (fair value $54,430 in 1999 and $61,928 in 1998)                 54,868          60,648
INVESTMENT SECURITIES AVAILABLE FOR SALE                           89,151          80,582
LOANS                                                             267,416         230,099
     Less unearned income                                            (275)           (970)
     Less allowance for loan losses                                (3,451)         (3,132)
     Net loans                                                    263,690         225,997
PREMISES AND EQUIPMENT                                              8,504           7,258
ACCRUED INTEREST RECEIVABLE                                         4,466           4,102
OTHER ASSETS                                                        3,614           2,808
                                                                 $455,702        $426,359

                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
  Deposits
    Noninterest-bearing                                          $ 72,728        $ 66,303
    Interest-bearing                                              302,775         279,809
          Total deposits                                          375,503         346,112
    Securities sold under repurchase agreements                    27,477          32,518
    United States Treasury demand notes                             3,809           1,148
    Other liabilities                                               5,201           5,380
          Total liabilities                                       411,990         385,158
COMMITMENTS AND CONTINGENT LIABILITIES - Notes 10 and 11
STOCKHOLDERS' EQUITY
    Common stock - $10 par value; authorized 1,500,000 shares;
      issued 598,681 shares in 1999 and 598,681 shares in 1998      5,987           5,987
    Capital in excess of par value of stock                        24,546          24,538
    Retained earnings                                              14,467          10,448
    Accumulated other comprehensive income                         (1,011)            425
                                                                   43,989          41,398
    Less 2,722 shares and 2,066 shares held in Treasury at cost      (277)           (197)

         Total stockholders' equity                                43,712          41,201

                                                                 $455,702        $426,359
</TABLE>

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

                                       36

<PAGE>
                           CNB CORPORATION AND SUBSIDIARY
                         CONSOLIDATED STATEMENTS OF INCOME
                  (amounts, except per share data, in thousands)
<TABLE>
<CAPTION>
                                                                   For the years ended December 31,
                                                                     1999        1998        1997
<S>                                                               <C>          <C>         <C>
INTEREST INCOME
     Loans and fees on loans                                      $ 21,869     $20,755     $19,110
     Investment securities
        Taxable                                                      7,754       7,187       7,191
        Nontaxable                                                     719         695         715
             Total interest on investment securities                 8,473       7,882       7,906
     Federal funds sold                                              1,401       1,406         743
             Total interest income                                  31,743      30,043      27,759
INTEREST EXPENSE
     Deposits                                                       11,616      11,432      10,009
     Securities sold under repurchase agreements                     1,351       1,514       1,676
     United States Treasury demand notes                                77          84          79
             Total interest expense                                 13,044      13,030      11,764
             Net interest income                                    18,699      17,013      15,995
PROVISION FOR LOAN LOSSES                                              795         680         800
             Net interest income after provision for loan losses    17,904      16,333      15,195
NONINTEREST INCOME
     Service charges on deposit accounts                             2,563       2,449       2,246
     Other service and exchange charges                              1,744       1,483       1,195
     Loss on sale of investment securities available for sale            -           -         (28)
             Total noninterest income                                4,307        3,932       3,413
NONINTEREST EXPENSES
     Salaries and wages                                              6,387        5,857       5,328
     Pensions and other employee benefits                            1,637        1,402       1,263
     Occupancy                                                         755          690         670
     Furniture and equipment                                           964        1,014       1,028
     Liability insurance                                               110          103         105
     Office supplies                                                   490          407         366
     Credit card operations                                            862          737         624
     Other operating expenses                                        1,825        1,726       1,657
             Total noninterest expenses                             13,030       11,936      11,041
             Income before provision for income taxes                9,181        8,329       7,567
PROVISION FOR INCOME TAXES                                           3,076        2,821       2,760
             Net income                                            $ 6,105      $ 5,508     $ 4,807
NET INCOME PER SHARE OF COMMON STOCK                               $ 10.23      $  9.22     $   8.03
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                        37
<PAGE>
<TABLE>
<CAPTION>
                                                        CNB CORPORATION AND SUBSIDIARY
                                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                    For the years ended December 31, 1999, 1998 and 1997
                                                          (amounts, except share data, in thousands)

                                                                        Capital in               Accumulated
                                                                         excess of                  other                   Total
                                                         Common stock   par value  Retained  comprehensive    Treasury  stockholders
                                                       Shares    Amount  of stock  earnings      income         stock       equity
<S>                                                    <C>      <C>      <C>       <C>          <C>          <C>           <C>
BALANCE, DECEMBER 31, 1996                             479,093  $ 4,791  $ 15,697  $ 14,082     $     27     $   (101)     $ 34,496

           1997

  Net income                                                 -        -         -     4,807            -            -         4,807
  Cash dividend, $3.00 per share                             -        -         -    (1,794)           -            -        (1,794)
  Stock dividend                                       119,588    1,196     8,850   (10,046)           -            -             -
  Cash in lieu of fractional shares on stock dividend        -        -         -       (19)           -            -           (19)
  Treasury stock transactions (net)                          -        -         -         -            -           52            52
  Gain on sale of treasury stock                             -        -         5         -            -            -             5
  Net change in unrealized holding gain,
      net of income taxes of $114                            -        -         -         -          170            -           170

BALANCE, DECEMBER 31, 1997                             598,681    5,987    24,552     7,030          197          (49)       37,717

           1998

  Net income                                                 -        -         -     5,508            -            -         5,508
  Cash dividend, $3.50 per share                             -        -         -    (2,090)           -            -        (2,090)
  Treasury stock transactions (net)                          -        -         -         -            -         (148)         (148)
  Gain on sale of treasury stock                             -        -         6         -            -            -             6
  Minority interest purchase premium                         -        -       (20)        -            -            -           (20)
  Net change in unrealized holding gain,
      net of income taxes of $152                            -        -         -         -          228            -           228

BALANCE, DECEMBER 31, 1998                             598,681    5,987    24,538    10,448          425         (197)       41,201

           1999

  Net income                                                 -        -         -     6,105            -            -         6,105
  Cash dividend, $3.50 per share                             -        -         -    (2,086)           -            -        (2,086)
  Treasury stock transactions (net)                          -        -         -         -            -          (80)          (80)
  Gain on sale of treasury stock                             -        -         8         -            -            -             8
  Net change in unrealized holding gain,
      net of income taxes of $957                            -        -         -         -       (1,436)           -        (1,436)

BALANCE, DECEMBER 31, 1999                             598,681  $ 5,987  $ 24,546  $ 14,467     $ (1,011)     $  (277)     $ 43,712
</TABLE>
                                     -38-
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
                         CNB CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                              (amounts in thousands)


                                                      For the years ended December 31,
                                                         1999        1998        1997
<S>                                                   <C>         <C>         <C>
NET INCOME                                            $  6,105    $  5,508    $  4,807

OTHER COMPREHENSIVE INCOME, NET OF TAX:
  Unrealized holding (losses) gains on investment
    securities available for sale                       (1,436)        228         198
  Reclassification adjustments for gains
    included in net income                                   -           -         (28)

COMPREHENSIVE INCOME                                  $  4,669    $  5,736    $  4,977
</TABLE>































                                   -39-
<PAGE>
<TABLE>
                                            CNB CORPORATION AND SUBSIDIARY
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (amounts in thousands)

                                                                           For the years ended December 31,
                                                                            1999         1998        1997
<S>                                                                      <C>          <C>          <C>
OPERATING ACTIVITIES
  Net income                                                             $  6,105     $  5,508     $ 4,807
  Adjustments to reconcile net income to net cash provided
   by operating activities
   Depreciation                                                               576          693         700
   Provision for loan losses                                                  795          680         800
   Provision for deferred income taxes                                       (112)        (292)         50
   (Gain) loss on disposal of equipment                                        (2)          78          51
   Changes in assets and liabilities:
     Increase in accrued interest receivable                                 (365)        (422)       (355)
     Increase in other assets                                                 (77)        (153)       (170)
     Decrease in other liabilities                                            164          787         998
      Net cash provided by operating activities                             7,084        6,879       6,881

INVESTING ACTIVITIES
  Proceeds from sale of investment securities available for sale                -            -       4,707
  Proceeds from maturities of investment securities held to maturity       14,450       22,676      17,776
  Proceeds from maturities of investment securities available for sale     17,454       17,474      18,832
  Purchases of investment securities available for sale                   (28,416)     (44,493)    (14,301)
  Purchases of investment securities held to maturity                      (8,670)     (13,085)    (17,866)
  Net (increase) decrease in federal funds sold                            15,950      (15,725)    (11,375)
  Net increase in loans                                                   (38,489)      (7,835)    (37,137)
  Premises and equipment expenditures                                      (1,820)      (1,231)       (683)
       Net cash used for investing activities                             (29,541)     (42,219)    (40,047)

FINANCING ACTIVITIES
  Dividends paid                                                           (2,086)      (2,090)     (1,794)
  Net increase in deposits                                                 29,390       44,785      32,914
  Increase (decrease) in securities sold under repurchase agreements       (5,041)         152       3,348
  Decrease in federal funds purchased                                           -            -      (4,000)
  Increase (decrease) in United States Treasury demand notes                2,661       (3,852)      2,681
  Treasury stock transactions (net)                                           (72)        (162)         57
  Cash in lieu of fractional shares on stock dividend                           -            -         (19)

        Net cash provided by financing activities                          24,852       38,833      33,187

        Net increase in cash and due from banks                             2,395        3,493          21

CASH AND DUE FROM BANKS, BEGINNING OF YEAR                                 17,864       14,371      14,350

CASH AND DUE FROM BANKS, END OF YEAR                                     $ 20,259     $ 17,864    $ 14,371

CASH PAID FOR
  Interest                                                               $ 12,759     $ 12,744    $ 11,233
  Income taxes                                                           $  3,408     $  2,935    $  2,665
</TABLE>
                                  -40-
<PAGE>
                       CNB CORPORATION AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES

 Principles of consolidation and nature of operations
   The consolidated financial statements include the accounts of CNB Corporation
   ("the Company") and its wholly-owned subsidiary, The Conway National Bank
   ("the Bank").  The Company operates as one business segment.  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 by the Office of the
   Comptroller of the Currency and the Federal Deposit Insurance Corporation.
   The Company is subject to regulation by 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 as of the dates of the consolidated balance
   sheets and the consolidated statements of income for the periods covered.
   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
   The Company accounts for investment securities in accordance with Statement
   of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
   Investments in Debt and Equity Securities."  This statement requires that the
   Company classify debt securities upon purchase as available for sale, held to
   maturity or trading.  Such assets classified as available for sale are
   carried at fair value.  Unrealized holding gains or losses are reported as a
   component of stockholders' equity (accumulated other comprehensive income)
   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.  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 and interest income
   Interest on loans is accrued and taken into income based upon the interest
   method.  Interest on certain 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)

                                    -41-
<PAGE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, Continued

 Loans and interest income, continued
   The Company accounts for impaired loans in accordance with SFAS No. 114,
   "Accounting by Creditors for Impairment of a Loan".  This standard requires
   that all creditors value loans at the loan's fair value if it is probable
   that the creditor will be unable to collect all amounts due according to the
   terms of the loan agreement. Fair value may be determined based upon the
   present value of expected cash flows, market price of the loan, if available,
   or value of the underlying collateral.  Expected cash flows are required to
   be discounted at the loan's effective interest rate.  SFAS No. 114 was
   amended by SFAS No. 118 to allow a creditor to use existing methods for
   recognizing interest income on an impaired loan and by requiring additional
   disclosures about how a creditor recognizes interest income on an impaired
   loan.

   Under SFAS No. 114, as amended by SFAS 118, when the ultimate collectibility
   of an impaired loan's principal is in doubt, wholly or partially, all cash
   receipts are applied to principal.  When this doubt does not exist, cash
   receipts are applied under the contractual terms of the loan agreement first
   to principal then to interest income. Once the reported principal balance has
   been reduced to zero, future cash receipts are applied to interest income, to
   the extent that any interest has been foregone.  Further cash receipts are
   recorded as recoveries of any amounts previously charged off.

   A loan is also considered impaired if its terms are modified in a troubled
   debt restructuring.  For these accruing impaired loans, cash receipts are
   typically applied to principal and interest receivable in accordance with the
   terms of the restructured loan agreement.  Interest income is recognized on
   these loans using the accrual method of accounting.  As of December 31, 1999
   and 1998, the Company had no impaired loans.

 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-offs 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.

 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 the straight-line method.
   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.

                                                                   (Continued)
                                   -42-
<PAGE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, Continued

 Advertising expense
   Advertising, promotional and other business development costs are generally
   expensed as incurred.  External costs incurred in producing media advertising
   are expensed the first time the advertising takes place.  External costs
   relating to direct mailing costs are expensed in the period in which the
   direct mailings are sent. Advertising, promotional and other business
   development costs of $285,000, $295,000, and $338,000 were included in the
   Company's results of operations for 1999, 1998 and 1997, respectively.

 Income taxes
   Income taxes are accounted for in accordance with SFAS No. 109, "Accounting
   for Income Taxes".  Under SFAS No. 109, deferred tax liabilities are
   recognized on all taxable temporary differences (reversing differences where
   tax deductions initially exceed financial statement expense, or income is
   reported for financial statement purposes prior to being reported for tax
   purposes).  In addition, deferred tax assets are recognized on all deductible
   temporary differences (reversing differences where financial statements
   expense initially exceeds tax deductions, or income is reported for tax
   purposes prior to being reported for financial statement purposes). Valuation
   allowances are established to reduce deferred tax assets if it is determined
   to be "more likely than not" that all or some portion of the potential
   deferred tax assets will not be realized.

 Net income per share
   The Company computes net income per share in accordance with SFAS No. 128,
   "Earnings Per Share."  Net income per share is computed on the basis of the
   weighted average number of common shares outstanding, 596,841 in 1999,
   597,452 in 1998, and 598,435 in 1997.  The Company does not have any dilutive
   instruments and therefore only basic net income per share is presented.

   In September of 1997, the Company's Board of Directors declared a
   five-for-four stock split effected in the form of a 25 percent common stock
   dividend.  This stock was issued on September 30, 1997, to common
   stockholders of record on September 12, 1997.  Share and per share data have
   been restated to reflect this stock split.

 Fair values of financial instruments
   SFAS 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 Company 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.


                                                                   (Continued)
                                     -43-
<PAGE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, Continued

 Fair values of financial instruments
      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, federal funds purchased 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.

 Recently issued accounting standards

   In June 1998, the FASB issued SFAS 133, "Accounting for Derivative
   Instruments and Hedging Activities." All derivatives are to be measured at
   fair value and recognized in the balance sheet as assets or liabilities.  The
   statement is effective for fiscal years and quarters beginning after June 15,
   2000 (as amended by SFAS No. 137).  Because the Company does not use
   derivative transactions at this time, management does not expect that this
   standard will have a significant effect on the Company.

 Risks and Uncertainties
   In the normal course of its business the Company encounters two significant
   types of risks: economic and regulatory.  There are three main components of
   economic risk: interest rate risk, credit risk and market risk.  The Company
   is subject to interest rate risk to the degree that its interest-bearing
   liabilities mature or reprice at different speeds, or on different bases,
   than its interest-earning assets.  Credit risk is the risk of default on the
   Company's loan portfolio that results from borrower's inability or
   unwillingness to make contractually required payments.  Market risk reflects
   changes in the value of collateral underlying loans receivable and the
   valuation of real estate held by the Company.

   The Company is subject to the regulations of various governmental agencies.
   These regulations can and do change significantly from period to period.  The
   Company also undergoes periodic examinations by the regulatory agencies,
   which may subject it to further changes with respect to asset valuations,
   amounts of required loss allowances and operating restrictions from the
   regulators' judgments based on information available to them at the time of
   their examination.






                                       -44-
<PAGE>
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, 1999 and 1998 were
approximately $8,300,000 and $6,839,000, respectively.

NOTE 3 - INVESTMENT SECURITIES

   The book value and approximate fair value of investment securities are
summarized as follows (tabular amounts in thousands):

                                                   December 31, 1999
                                         Amortized Unrealized Holding   Fair
  AVAILABLE FOR SALE                         cost    Gains   Losses    value
    United States Treasury
      Within one year                      $ 4,984    $ 11   $   10   $ 4,985
      One to five years                     10,117       -      114    10,003
                                            15,101      11      124    14,988
    Federal agencies
      Within one year                       11,461       -       38    11,423
      One to five years                     61,746       5    1,533    60,218
                                            73,207       5    1,571    71,641
    State, county and municipal
      Six to ten years                       1,132       1        5     1,128

    Other - restricted
      Federal Reserve Bank and Federal
        Home Loan Bank (FHLB) stock          1,394       -        -     1,394

      Total available for sale             $90,834    $ 17   $1,700   $89,151

  HELD TO MATURITY
    United States Treasury
      Within one year                      $ 3,000    $  5   $    -   $ 3,005
      One to five years                      1,012       -        4       998
                                             4,012       5       14     4,003
    Federal agencies
      Within one year                        7,613       -       11     7,602
      One to five years                     28,188      25      368    27,845
                                            35,801      25      379    35,447
    State, county and municipal
      Within one year                        1,759      12        -     1,771
      One to five years                      8,342      42       49     8,335
      Six to ten years                       4,315      17       78     4,254
      After ten years                          639       1       20       620
                                            15,055      72      147    14,980
      Total held to maturity               $54,868    $102   $  540   $54,430

                                                                   (Continued)
                                       -45-
<PAGE>
NOTE 3 - INVESTMENT SECURITIES, Continued

                                                December 31, 1998
                                    Amortized   Unrealized Holding   Fair
                                       Cost       Gains  Losses      value
  AVAILABLE FOR SALE
    United States Treasury
      Within one year                $ 8,011    $    59    $ -     $ 8,070
      One to five years                5,962        179      -       6,141
                                      13,973        238      -      14,211
    Federal agencies
      Within one year                  5,171         30      -       5,201
      One to five years               60,289        520     87      60,722
                                      65,460        550     87      65,923
    State, county and municipal
      Within one year                    325          7      -         332

    Other - restricted
      Federal Reserve Bank stock         116          -      -         116

      Total available for sale       $79,874     $  795    $87     $80,582

  HELD TO MATURITY
    United States Treasury
      Within one year                $ 6,995     $   81   $  -     $ 7,076
      One to five years                4,019         76      -       4,095
                                      11,014        157      -      11,171
    Federal agencies
      Within one year                  2,036          6      -       2,042
      One to five years               33,350        615      -      33,965
                                      35,386        621      -      36,007
    State, county and municipal
      Within one year                  1,236         11      -       1,247
      One to five years                8,430        260      -       8,690
      Six to ten years                 4,582        231      -       4,813
                                      14,248        502      -      14,750
      Total held to maturity         $60,648     $1,280    $ -     $61,298

  Investment securities with an aggregate par value of  $82,325,000 at December
  31, 1999 and $74,500,000 at December 31, 1998 were pledged to secure public
  deposits and for other purposes.








                                       -46-
<PAGE>
NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES

   Following is a summary of loans by major classification (tabular amounts in
   thousands):
                                                           December 31,
                                                         1999       1998
    Real estate - mortgage                            $163,615    $142,039
    Real estate - construction                          21,013      15,560
    Commercial and industrial                           45,742      36,393
    Loans to individuals for household, family and
      other consumer expenditures                       33,864      32,669
    Agriculture                                          1,447       1,487
    All other loans, including overdrafts                1,736       1,951
                                                      $267,417    $230,099

  The Bank's loan portfolio consisted of $203,304,000 and $178,510,000 in fixed
rate loans as of December 31, 1999 and 1998, respectively.  At December 31,
1999, fixed rate loans with maturities in excess of one year amounted to
$153,767,000.

  Changes in the allowance for loan losses are summarized as follows (tabular
  amounts in thousands):
                                                1999       1998      1997
    Balance, beginning of year                 $3,132     $2,879    $2,370
    Recoveries of loans previously charged
      against the allowance                       340        329       351
    Provided from current year's income           795        680       800
    Loans charged against the allowance          (816)      (756)     (642)
    Balance, end of year                       $3,451     $3,132    $2,879

  At December 31, 1999 and 1998, non-accrual loans totaled $527,000 and
$422,000, respectively.  The total amount of interest earned on non-accrual
loans was $26,000 in 1999, $16,000 in 1998, and $1,000 in 1997.  The gross
interest income which would have been recorded under the original terms of the
non-accrual loans amounted to $46,000 in 1999, $40,000 in 1998, and $3,000 in
1997.  As of December 31, 1999 and 1998, the Company had no impaired loans.

NOTE 5 - PREMISES AND EQUIPMENT
  Premises and equipment at December 31 is summarized as follows (tabular
  amounts in thousands):

                                                        1999       1998
    Land and buildings                                $10,460    $ 9,581
    Furniture, fixtures and equipment                   5,635      5,188
                                                       16,095     14,769
    Less accumulated depreciation and amortization      8,060      7,530
                                                        8,035      7,239
    Construction in progress                              469         19
                                                      $ 8,504    $ 7,258

                                                                   (Continued)
                                      -47-
<PAGE>
NOTE 5 - PREMISES AND EQUIPMENT, Continued

  Depreciation and amortization of premises and equipment charged to operating
expense totaled $576,000 in 1999, $693,000 in 1998, and $700,000 in 1997.


NOTE 6 - DEPOSITS

          At December 31, 1999 and 1998, certificates of deposit of $100,000 or
more totaled $71,309,000 and $61,328,000, respectively.  Interest expense on
these deposits was $3,513,000 in 1999, $3,455,000 in 1998, and $2,815,000 in
1997.


NOTE 7 - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

  Securities sold under repurchase agreements are summarized as follows (tabular
  amounts in thousands):
<TABLE>
<CAPTION>
                                                                    December 31,
                                                                  1999       1998
<S>                                                             <C>        <C>
    U. S. Government securities with a book value of $34,588
    (34,121 fair value) and $35,127 ($35,672 fair value)
    at December 31, 1999 and 1998, respectively, are used as
    collateral for the agreements.                              $27,477    $32,518
</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 4.34 and
4.12 percent at December 31, 1999 and 1998, respectively.  Securities sold under
repurchase agreements averaged $32,555,000 and $34,274,000 during 1999 and 1998,
respectively.  The maximum amounts outstanding at any month-end were $36,183,000
and $39,678,000 during 1999 and 1998, respectively.


NOTE 8 - LINES OF CREDIT

  At December 31, 1999, the Bank had unused short-term lines of credit totaling
$23,000,000 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 Bank has a demand note through the U.S. Treasury, Tax and Loan system with
the Federal Reserve Bank of Richmond.  The Bank may borrow up to $7,000,000
under the arrangement at an interest rate of 4.52%. The note is secured by U.S.
Treasury Notes with a market value of $7,792,000 at December 31, 1999.  The
amount outstanding under the note totaled $3,809,000 and $1,148,000 at December
31, 1999 and 1998, respectively.

  The Bank also has a line of credit from the Federal Home Loan Bank of Atlanta
for $67,000,000 secured by a lien on the Bank's 1-4 family mortgages.  Allowable
terms range from overnight to 20 years at varying rates set daily by the FHLB.
At December 31, 1999, no borrowings were outstanding under the agreement.


                                   -48-
<PAGE>
NOTE 9 - INCOME TAXES

          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):
<TABLE>
<CAPTION>
                                                       1999               1998                1997
                                                  Amount      %      Amount       %      Amount       %
<S>                                               <C>        <C>      <C>        <C>
  Tax expense at statutory rate                   $ 3,122    34.0%    $ 2,832    34.0%    $ 2,573    34.0%
  Increase (decrease) in taxes resulting from:
    Tax exempt interest                              (242)   (2.6)       (213)   (2.6)       (219)   (2.9)
    State bank tax (net of federal benefit)           183     2.0         166     2.0         132     1.8
    Other - net                                        13      .1          36     0.5          74     3.6
    Tax provision                                 $ 3,076    33.5%    $ 2,821    33.9%    $ 2,760    36.5%

  The sources and tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities
are as follows:

                                                                 December 31,
                                                                1999      1998
Deferred tax assets:

  Allowance for loan losses deferred for tax purposes          $1,168    $1,065
  Unrealized net losses on securities available for sale          674         -
  Other                                                           167       125

    Gross deferred tax assets                                   2,009     1,190
    Less valuation allowance                                      824     1,072

    Net deferred tax assets                                     1,185       118

Deferred tax liabilities:
  Unrealized net gains on securities available for sale             -      (283)
  Depreciation for income tax reporting in excess of amount
    for financial reporting                                      (307)     (312)

    Gross deferred tax liabilities                               (307)     (595)

    Net deferred tax asset (liability)                         $  878    $ (477)

  A portion of the change in net deferred taxes relates to the change in
unrealized net gains and losses on securities available for sale.  The related
1999 deferred tax benefit of $957,000 and the 1998 deferred tax provision of
$151,000 has been recorded directly to stockholders' equity.  The balance of the
change in net deferred taxes results from the current period deferred tax
benefit.





                                                                   (Continued)

                                      -49-
<PAGE>
NOTE 9 - INCOME TAXES, Continued

  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):
                                       1999       1998       1997
  Income taxes currently payable
    Federal                           $2,910     $2,864     $2,487
    State                                278        249        223
                                       3,188      3,113      2,710
  Tax consequences of differences
    Loan losses                         (103)       (86)      (173)
    Depreciation                          (5)       (18)       (15)
    Accretion on investments               -       (125)        22
    Other                                 (4)       (63)       216

      Provision                       $3,076     $2,821     $2,760


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 Bank's off balance sheet financial instruments is as
follows as of December 31, 1999 (amounts in thousands):

                                          Contract
                                            amount

     Commitments to extend credit         $ 25,412

     Standby letters of credit            $  1,000

  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.






                                     -50-
<PAGE>
NOTE 11 - COMMITMENTS AND CONTINGENCIES

  At December 31, 1999, the Bank was obligated under a number of non-cancelable
operating leases on land used for branch offices and a computer maintenance
contract that had initial or remaining terms of more than one year. Future
minimum payments under these agreements at December 31, 1999 were (tabular
amounts in thousands):

     Payable in year ending                           Amount

         2000                                           $ 77
         2001                                              7
         2002                                              5
         2003                                              5
         2004 and thereafter                              20

            Total future minimum payments required      $114

  Lease payments under all operating leases charged to expense totaled $92,900
in 1999, $56,000 in 1998, and $78,000 in 1997.  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 Company'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, 1999 the Bank's
retained earnings were $37,836,000.

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,
1999 and 1998, were $1,213,000 and $1,085,000, respectively.  During 1999,
$307,000 of new loans were made to this group and repayments of $179,000 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 three percent of employee salary deferred and
fifty percent of employee contributions in excess of three percent and up to
five percent of salary deferred.  The Board of Directors may also make
discretionary contributions to the Plan.  For the years ended December 31, 1999,
1998 and 1997, $423,000, $378,000, and $361,000, respectively, were charged to
operations under the plan.
                                                                   (Continued)

                                       -51-
<PAGE>
NOTE 14 - EMPLOYEE BENEFIT PLAN, Continued

  Supplemental benefits are provided to certain key officers under The Conway
National Bank Executive Supplemental Income Plan (ESI) and the Long-Term
Deferred Compensation Plan (LTDC).  These plans are not qualified under the
Internal Revenue Code.  The plans are unfunded.  However, certain benefits under
the ESI Plan 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
Bank's financial statements.  Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Bank's assets,
liabilities, and certain off-balance-sheet items as calculated under regulatory
accounting practices.  The Bank's capital amounts and classification are 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 Bank to maintain minimum amounts and ratios (set forth in the table
below) of total and Tier I capital to risk-weighted assets, and of Tier I
capital to average assets.  Management believes, as of December 31, 1999, that
the Bank meets all capital adequacy requirements to which it is subject.

  As of December 31, 1999, the most recent notification from the Office of the
Comptroller of the Currency categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action.  There are no conditions or
events since that notification that management believes have changed the Bank's
category.  The Bank's actual capital amounts and ratios and minimum regulatory
amounts and ratios are presented as follows (dollar amounts in thousands):

                                                                                  To be well capitalized
                                                                  For capital     under prompt corrective
                                                               adequacy purposes    action provisions
                                                Actual              Minimum              Minimum
                                           Amount     Ratio    Amount      Ratio    Amount     Ratio
<S>                                        <C>        <C>      <C>         <C>      <C>        <C>
As of December 31, 1999
  Total Capital (to risk
    weighted assets)                       $45,195    16.21%    $22,037    8.00%    $27,884    10.00%
  Tier I Capital (to risk
    weighted assets)                        41,744    14.97      11,154    4.00      16,730     6.00
     Tier I Capital (to average assets)     41,744     9.22      18,118    4.00      22,648     5.00


As of December 31, 1998
  Total Capital (to risk
    weighted assets)                       $41,177    16.82%    $19,586    8.00%    $24,483    10.00%
  Tier I Capital (to risk
    weighted assets)                        38,117    15.57       9,793    4.00      14,690     6.00
     Tier I Capital (to average assets)     38,117     9.22      16,541    4.00      20,677     5.00


                                      -52-
<PAGE>
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):

</TABLE>
<TABLE>
<CAPTION>
                                                           1999                    1998
                                                   Carrying      Fair      Carrying      Fair
                                                     amount      value       amount      value
<S>                                                <C>         <C>         <C>         <C>
  FINANCIAL ASSETS
    Cash and due from banks                        $ 20,259    $ 20,259    $ 17,864    $ 17,864
    Federal funds sold                               11,150      11,150      27,100      27,100
    Investment securities held to maturity           54,868      54,430      60,648      61,928
    Investment securities available for sale         89,151      89,151      80,582      80,582
    Loans                                           267,416     260,296     230,099     227,831

  FINANCIAL LIABILITIES
    Deposits                                        375,503     375,463     346,112     346,460
    Securities sold under repurchase agreements      27,477      27,495      32,518      32,602
    U. S. Treasury demand notes                       3,809       3,809       1,148       1,148

  OFF BALANCE SHEET INSTRUMENTS
    Commitments to extend credit                     25,412      25,412      20,637      20,637
    Standby letters of credit                         1,000       1,000         710         710
</TABLE>
NOTE 17 - PARENT COMPANY INFORMATION
<TABLE>
<CAPTION>
  Following is condensed financial information of CNB Corporation (parent
  company only) (amounts in thousands):

                               CONDENSED BALANCE SHEETS
                                                                         December 31,
                                                                       1999        1998
<S>                                                                  <C>         <C>
  ASSETS
    Cash                                                             $ 4,241     $ 4,467
    Investment in subsidiary                                          40,734      38,542
    Land                                                                 786         245
    Other assets                                                          37          37
                                                                     $45,798     $43,291
  LIABILITIES AND STOCKHOLDERS' EQUITY
    Dividends payable                                                $ 2,086     $ 2,090
    Stockholders' equity (net of $277 and $197 of treasury stock)     43,712      41,201
                                                                     $45,798     $43,291
</TABLE>






                                     -53-
<PAGE>
NOTE 17 - PARENT COMPANY INFORMATION, Continued


                                     CONDENSED STATEMENTS OF INCOME

                                              For the years ended December 31,
                                                  1999      1998       1997
  INCOME
     Dividend from bank subsidiary               $2,515    $2,903    $1,934

  EXPENSES
     Sundry                                          38        38        34
       Income before equity in undistributed
         net income of bank subsidiary            2,477     2,865     1,900

  EQUITY IN UNDISTRIBUTED NET INCOME OF
    SUBSIDIARY                                    3,628     2,643     2,904

      Net income                                 $6,105    $5,508    $4,804
<TABLE>
<CAPTION>
                                 CONDENSED STATEMENTS OF CASH FLOWS

                                                              For the years ended December 31,
                                                                  1999      1998      1997
<S>                                                              <C>       <C>       <C>
  OPERATING ACTIVITIES
     Net income                                                  $6,105    $5,508    $4,804
     Adjustments to reconcile net income to net cash provided
        by operating activities
        Equity in undistributed net income of bank subsidiary    (3,628)   (2,643)   (2,904)

          Net cash provided by operating activities               2,477     2,865     1,900

  INVESTING ACTIVITIES
    Purchase of land                                               (786)     (122)     (103)
    Proceeds from the sale of land                                  245       200         -

       Net cash provided by (used for) investing activities        (541)       78      (103)

  FINANCING ACTIVITIES
    Dividends paid                                               (2,090)   (1,794)   (1,433)
    Cash in lieu of fractional shares on stock dividend               -         -       (19)
    Treasury stock transactions (net)                               (72)     (162)       57

      Net cash used for financing activities                     (2,162)   (1,956)   (1,395)

      Net increase (decrease) in cash                              (226)      987       402

  CASH, BEGINNING OF YEAR                                         4,467     3,480     3,078

  CASH, END OF YEAR                                              $4,241    $4,467    $3,480
</TABLE>


                                  -54-
<PAGE>
NOTE 18 - QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
  Unaudited condensed financial data by quarter for 1999 and 1998 is as follows
  (amounts, except per share data, in thousands):

                                                             Quarter ended
             1999                             March 31    June 30   September 30  December 31
<S>                                           <C>         <C>         <C>         <C>
       Interest income                        $  7,488    $  7,800    $  8,183    $  8,272
       Interest expense                          3,160       3,203       3,380       3,301

         Net interest income                     4,328       4,597       4,803       4,971
       Provision for loan losses                   150         180         200         265
         Net interest income after
           provision for loan losses             4,178       4,417       4,603       4,706
       Noninterest income                          906       1,016       1,126       1,259
       Noninterest expenses                      2,962       3,124       3,144       3,800

         Income before income taxes              2,122       2,309       2,585       2,165
       Income taxes                                694         771         843         768

         Net income                           $  1,428    $  1,538    $  1,742    $  1,397

       Net income per share                   $   2.39    $   2.58    $   2.91    $   2.35

       Weighted average shares outstanding     597,180     597,275     597,108     595,801
</TABLE>
<TABLE>
<CAPTION>
                                                              Quarter ended
                1998                          March 31    June 30   September 30  December 31
<S>                                           <C>         <C>         <C>         <C>
       Interest income                        $  7,187    $  7,554    $  7,737    $  7,565
       Interest expense                          3,166       3,282       3,324       3,258

         Net interest income                     4,021       4,272       4,413       4,307
       Provision for loan losses                   190         175         160         155
         Net interest income after
           provision for loan losses             3,831       4,097       4,253       4,152
       Noninterest income                          816         963       1,161         992
       Noninterest expenses                      2,754       2,758       2,906       3,518

          Income before income taxes             1,893       2,302       2,508       1,626
       Income taxes                                657         756         821         587

          Net income                          $  1,236    $  1,546    $  1,687    $  1,039

       Net income per share                   $   2.07    $   2.58    $   2.83    $   1.74

       Weighted average shares outstanding     598,098     597,768     597,258     596,684
</TABLE>

ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.



                                         -55-
<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
      (72)              1958       2003     Chairman of the Board. 29,340(1) 4.92
                                            The President of the
                                            Bank from November
                                            1985 to February 1988.
 W. Jennings Duncan
      (44)              1984       2001     President.  Executive  20,434(2) 3.43
                                            Vice President of the
                                            Bank from November
                                            1985 to February 1988.
 Dr. R. C. Smith
      (85)              1959       2001     Past Chairman of the    1,867     .31
                                            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.
      (54)              1984       2001     President of Surfside   4,858(3)  .82
                                            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>



                                           56
<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.
       (70)              1963     2002      Retired in 1995 as      20,403(4) 3.42
                                            President of Dargan
                                            Construction Company,
                                            Inc.

 Charles C. Cutts        1945     2002      Retired.                14,821(5) 2.49
       (94)

*Paul R. Dusenbury       1997     2003      Treasurer. Vice            836(6)  .14
       (41)                                 President and Cashier
                                            of the Bank since 1988.

 G. Heyward Goldfinch
       (81)              1976     2002      Retired.  Director       1,937     .33
                                            of Goldfinch's, Inc.,
                                            a funeral home, and of
                                            Hillcrest Cemetery of
                                            Conway, Incorporated.
*John Monroe J. Holliday
       (83)              1969     2003      President of Palmetto   15,025(7) 2.52
                                            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     2002      Executive Vice           1,774(8)  .30
       (54)                                 President.  Served as
                                            Vice President and
                                            Cashier of the Bank
                                            from 1985 to 1988.

*Richard M. Lovelace,Jr.
       (53)              1984     2003      Attorney in private      1,912(9)  .32
                                            practice with Lovelace
                                            & Rogers, PA in Conway,
                                            South Carolina.
 John K. Massey
       (85)              1959     2001      Retired.                 4,722(10) .79

 Howard B. Smith, III
       (51)              1993     2002      Asst. Professor of       3,027     .51
                                            Accounting with Coastal
                                            Carolina University
                                            since January, 1998.
                                            Previously, Mr. Smith
                                            was a practicing
                                            certified public
                                            accountant with Smith,
                                            Sapp, Bookhout,Crumpler,
                                            & Callihan,P.A. in
                                            Myrtle Beach, South
                                            Carolina.
</TABLE>

* Nominee for election to the Board of Directors.


                                    57

<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.  Each director
resides in Conway, South Carolina with the exceptions of Harold G. Cushman,
Paul R. Dusenbury, J.M.J. Holliday, and Dr. R.C. Smith who reside in Myrtle
Beach, Aynor, Galivants Ferry, and Murrells Inlet, respectively, which  are
within Horry and Georgetown Counties, South Carolina.  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 (40 persons), own 153,710 (25.79%) shares of Company stock.

(1)  Includes 10,527 shares held by Harriette B. Duncan (wife).

       (2) Includes 1,053 shares held by Robin F. Duncan (wife); 2,692
shares held by Ann Louise Duncan (daughter); 2,692 shares held by Mary
Kathryn Duncan (daughter); 2,692 shares by Willis Jennings Duncan, V (son);
and 2,692 shares by Margaret Brunson Duncan (daughter).

       (3) Includes 4,022 shares held by Janet J. Barnette (wife).

       (4) Includes 17,500 shares held by the Cushman Family Limited
partnership; 261 shares held by Dianne C. Cushman (wife); 941 shares held by
Marion Shannon Cushman (son); 485 shares held by Frances Faison Cushman
(daughter); 485 shares held by Harold G. Cushman, III (son); 62 shares held
by Harold G. Cushman, IV  (grandson); and 62 shares held by Kara Dawn
Cushman (granddaughter).

       (5) Includes 7,157 shares held by Eugenia B. Cutts (wife).

       (6) Includes 125 shares held by Jennifer S. Dusenbury (wife); 37
shares held by Elena Cox Dusenbury (daughter); and 37 shares held by Sarah
Cherry Dusenbury (daughter).

       (7) Includes 4,918 shares held by M. Russell Holliday, Jr.
(daughter); 3,259 shares held by Christian M. Holliday Douglas (daughter);
432 shares held by Christian M. H. Douglas, Jr. (granddaughter); 432 shares
held by Marjorie Russell Douglas (granddaughter); 432 shares held by David
Duvall Douglas, Jr. (grandson); and 605 shares held by David D. and
Christian M.H. Douglas Trust (grandchildren).

       (8) Includes 250 shares held by Willie Ann Hucks (wife); 25 shares
held by Mariah J. Hucks (daughter); 62 shares held by Norah Leigh Hucks
(daughter); and 187 shares held by Robert P. Hucks, II (son).

       (9) Includes 362 shares held by Rebecca S. Lovelace (wife); 432
shares held by Richard Blake Lovelace (son); and 353 shares held by Macon B.
Lovelace (son).

      (10) Includes 1,322 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.  No director owns
25% or more of a publicly traded 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.








                                    58
<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. Four (4) directors in Class III will be elected at the 2000
Annual Meeting to serve for a three (3) year term.  Directors in Class I
will be elected at the 2001 Annual Meeting to serve for a three (3) year
term and Directors in Class II will be elected at the 2002 Annual Meeting to
serve for a three (3) year term.  Currently, there are thirteen (13)
Directors, with four (4) directors in Class III.  The Board of Directors has
passed a resolution fixing the total number of Directors at thirteen (13).

       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 if 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 James W. Barnette, Jr., Charles C. Cutts, John Monroe J.
Holliday, John K. Massey, Howard B. Smith, III, and Dr. R. C. Smith.   The
members of the Loan Committee are Harold G. Cushman, Jr., Willis J. Duncan,
W. Jennings Duncan, Paul R. Dusenbury, 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.















                                    59
<PAGE>
       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 ratify 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 1999, the Company's Board of Directors met five (5) times; the
Bank's Board of Directors met twelve (12) times; the Executive Committee met
eleven (11) times; the Audit Committee met ten (10) times; the Loan
Committee met twelve (12) times; the Building Committee met one (1) time;
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       72     Chairman of the Board (1)

    W. Jennings Duncan     44     President and Director (1)

    Robert P. Hucks        54     Executive Vice President and
                                  Director (1)

    Paul R. Dusenbury      42     Treasurer and Director (1)
                                  (Chief Financial Officer and
                                   Chief Accounting Officer)

    Virginia B. Hucks      50     Secretary

_________________
(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 employed by the Company and/or the Bank for
five (5) years.




















                                    60
<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 1999, all executive officer salary
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 1999   142,632      31,309    3,543       0       0       0       11,232
President and      1998   135,504      29,900    4,361       0       0       0       10,163
Director of Bank   1997   128,136      25,000    3,386       0       0       0        9,610

Robert P. Hucks    1999   126,096      27,795    6,000       0       0       0        9,930
Executive Vice     1998   119,796      26,500    6,000       0       0       0        8,985
President and      1997   113,280      22,188    6,000       0       0       0        8,496
Director of Bank

Paul R. Dusenbury  1999   116,904      25,842    6,000       0       0       0        9,206
Vice President and 1998   111,060      24,588    6,000       0       0       0        8,330
Cashier of Bank    1997   105,024      20,688    6,000       0       0       0        7,877


</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.







                                      61
<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, 1999, 1998, and 1997, $423,000, $378,000, and
$361,000, respectively, was charged to operations under the plan.

        The Board of Directors of the Bank provides supplemental benefits to
certain key officers, including Willis J. Duncan, W. Jennings Duncan, Robert
P. Hucks, and Paul R. Dusenbury, under The Conway National Bank Executive
Supplemental Income (ESI) Plan and a Long-Term Deferred Compensation (LTDC)
Plan.  These plans are not qualified under the Internal Revenue Code.  These
plans are unfunded, however, certain benefits under the ESI Plan are
informally and indirectly funded by insurance policies on the lives of the
covered employees.  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.  Under the LTDC Plan,
certain key employees and the Board of Directors may defer a portion of
their compensation for their retirement and purchase units which are
equivalent in value to one share of the Company's stock at market value.
The employee or Director receives appreciation, if any, in the market value
of the unit as compared to the initial value per unit.


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.













                                    62
<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 received $400 for each monthly
meeting of the Board of Directors and an additional $150 for each committee
meeting attended in 1999.  Effective February, 2000, Director compensation
for each committee meeting attended was increased to $500.

              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, 1999, all Section 16(a)
filing requirements applicable to its officers, directors, and 10 percent
shareholders were complied with.



























                                    63
<PAGE>
                 ITEM 12.  SECURITY OWNERSHIP OF MANAGEMENT

         The following table sets forth as of December 31, 1999, certain
information regarding the ownership of Company Stock of all officers and
directors of the Company.  No shareholder 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


All Officers and Directors as a Group

(40 persons)  (2)                 153,710                    25.8%
_________________

(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 27 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.



























                                    64
<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, 1999 and 1998
Consolidated Statements of Income - Years ended December 31, 1999,
  1998, and 1997
Consolidated Statements of Changes in Stockholders' Equity - Years
  ended December 31, 1999, 1998, and 1997
Consolidated Statements of Comprehensive Income - Years ended
December 31,
  1999, 1998, and 1997.
Consolidated Statements of Cash Flows - Years Ended December 31,
  1999, 1998, and 1997
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.

     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 8-A dated June 24, 1998

         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-Q Quarterly
         Report dated June 30, 1997.

 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 67 and 68).

All other exhibits, the filing of which are required with this Form,
are not applicable.












                                       65
<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 14, 2000.

      Signature                                  Capacity

Willis J. Duncan                      Chairman of the Board


W. Jennings Duncan                    President and Director


Robert P. Hucks                       Executive Vice President and
                                      Director


Paul R. Dusenbury                     Treasurer and Director
                                      (Chief Financial Officer
                                      and Chief Accounting Officer)

Virginia B. Hucks                     Secretary


Harold G. Cushman, Jr.                Director


Charles C. Cutts                      Director


G. Heyward Goldfinch                  Director


J.M.J Holliday                        Director


John K. Massey                        Director


Howard B. Smith, III                  Director















                                 66
<PAGE>