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, 1996.            
                                       
                                       or
                                                
                    Transition Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934 [No Fee Required]

                    For the Transition Period From ___________ to ___________.

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

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

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

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

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

                                     None

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

                                                        Name of each exchange
Title of each class                                      of which registered  

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

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

     As of February 28, 1997, 478,623 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
$45,947,808.

No Documents have been incorporated by reference.                   









<PAGE>
                                      TABLE OF CONTENTS


                               PART I


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


                               PART II
ITEM 5.  Market for the Registrant's Common Stock and Related     23        
         Security Holder Matters
ITEM 6.  Selected Financial Data                                  24
ITEM 7.  Management's Discussion and Analysis of Financial     25-30
         Condition and Results of Operations
ITEM 8.  Financial Statements                                  31-52
ITEM 9.  Disagreements on Accounting and Financial Disclosure     52


                               PART III

ITEM 10.  Directors and Executive Officers of the Registrant   53-57
ITEM 11.  Executive Compensation                               58-60
ITEM 12.  Security Ownership of Certain Beneficial Owners         61
            and Management                                         
ITEM 13.  Certain Relationships and Related Transactions          61        
  

                                PART IV

ITEM 14.  Exhibits, Financial Statement Schedules, Notes to       62      
            Financial Statements, and Reports on Form 8-K            

































<PAGE>
                                PART I

                    ITEM 1.   Description of Business
                     
                     DESCRIPTION OF CNB CORPORATION

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

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

                     DESCRIPTION OF THE SUBSIDIARY

The Bank is an independent community bank engaged in the general commercial
banking business in Horry County, South Carolina. The Bank was organized on
June 5, 1903 as the Bank of Horry located on Main Street in Conway,  South 
Carolina.   The Bank became a national bank operating as The Conway National 
Bank in 1914.   On June 10, 1985, the Bank was reorganized into a bank 
holding company structure when substantially all of the common stock of the 
Bank was acquired by CNB Corporation in exchange for its own shares of common
stock.  In 1960, the Bank opened its first additional office at 1400 Third
Avenue in Conway.  Since that time,  the following offices have been opened
in Horry County:  Coastal Centre in Conway (1969); Surfside in Surfside Beach
(1971);  Northside, north of Myrtle Beach (1977); Red Hill in Conway (1981);
Socastee,  in the southern portion of Myrtle Beach (1986); Aynor in the Town
of Aynor (1991), and Myrtle Beach in the City of Myrtle Beach (1995).   The
Surfside office was enlarged in 1977 and 1984, and the Coastal Centre office
was expanded in 1980.   The Third Avenue office, which houses the Bank's
administrative offices and data processing facilities was expanded in 1982
from 11,150 square feet to 33,616 square feet.  The Bank employs
approximately 180 full-time-equivalent employees at its principal  office and
eight branch offices.    



                                       1
<PAGE>
The Bank performs the full range of normal commercial banking functions. 
Some of the major services provided include checking accounts, NOW accounts,
money market deposit accounts, IRA accounts, savings and time deposits of
various types and loans to individuals for personal use, home mortgages, 
home improvement, automobiles, real estate, agricultural purposes and
business needs.   Commercial lending operations include various types of
credit for business, industry, and agriculture.   In addition, the Bank 
offers safe deposit boxes, wire transfer services, bank money orders, 24-hour
teller machines on the HONOR Network, direct deposits and a MasterCard/Visa
program.   Through a correspondent relationship the Bank offers discount
brokerage services.  The Bank does not provide trust services; does not sell
annuities; and does not sell mutual funds.
           
The majority of the Bank's customers are individuals and small to
medium-sized businesses headquartered within the Bank's service area.  The
Bank has no material concentration of deposits from any single customer or
group of customers.  No significant portion of the Bank's loans is
concentrated within a single industry or group of related industries.  There
are no material seasonal factors that would have any adverse effect on the
Bank nor does the Bank rely on foreign sources of funds or income.

                               COMPETITION

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

General                                                                     

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




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

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

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

The Company

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

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

The BHCA and the Federal Change in Bank Control Act, together with
regulations promulgated by the Federal Reserve Board, require that, depending
on the particular circumstances, either the Federal Reserve Board's approval
must be obtained or notice must be furnished to the Federal Reserve Board and
not disapproved prior to any person or company acquiring control of a bank
holding company, such as the Company, subject to certain exemptions for
certain transactions.


                                     3
<PAGE>                                                                     
Under the BHCA, a bank holding company is generally prohibited from engaging
in, or acquiring direct or indirect control of more than 5% of the voting
shares of any company engaged in, nonbanking activities, unless the Federal
Reserve Board, by order or regulation, has found those activities to be so
closely related to banking or managing or controlling banks as to be a proper
incident thereto.  Some of the activities that the Federal Reserve Board has 
determined by regulation to be proper incidents to the business of a bank
holding company include making or servicing loans and certain types of
leases, engaging in certain insurance and discount brokerage activities,
performing certain data processing services, acting in certain circumstances
as a fiduciary or investment or financial adviser, owning savings
associations and making investments in certain corporations or projects
designed primarily to promote community welfare.  The Company is also
restricted in its activities by the provisions of the Glass-Stegall Act of
1933, which prohibits the Company from owning subsidiaries that are engaged
principally in the issue, flotation, underwriting, public sale or
distribution of securities.  The regulatory requirements to which the Company
is subject also set forth various conditions regarding the eligibility and
qualifications of its directors and officers.

The Bank

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

























                                      4
<PAGE>
                        DESCRIPTION OF BANK STOCK

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

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

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












                                   5
<PAGE>
                     DESCRIPTION OF COMPANY STOCK

General

The Company is authorized to issue 500,000 shares of Company Stock and as of
December 31, 1996, has 479,093 shares issued and 478,018 shares outstanding.
The holders of Company Stock are entitled to one vote per share.  Holders of
shares of Company  Stock do not have pre-emptive rights to purchase any
additional shares of Company Stock and do not have cumulative voting rights
in the election of directors.  Without pre-emptive rights, stockholders could
experience dilution of their voting power and of their equity interest in the
Company. 
                                
The ability of the Company to pay dividends to the holders of the Company
Stock depends upon the amount of dividends paid by the Bank to the Company. 
The holders of shares of Company Stock will be entitled to receive such
dividends as may be declared by the Board of Directors of the Company out of 
the funds legally available therefor.   The payment of dividends by the
company are subject to the restrictions of South Carolina laws applicable to
the declaration of dividends by a business corporation.  Under such
provisions, dividends may be paid in cash or in property of the Company, 
including the shares of other corporations, except when the Company  is
insolvent or would thereby be made insolvent or when the declaration of 
payment thereof would be contrary to any restrictions in the Company 
Articles.  Dividends may be declared and paid only out of the unreserved and
unrestricted earned surplus of the Company.

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

All shares of Company Stock are fully paid and nonassessable.

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
























                                     6
<PAGE>
                             SUPPLEMENTARY DATA                   

QUARTERLY SHAREHOLDER INFORMATION

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

Summary of Operating Results by Quarter
<TABLE>
<CAPTION>
                                                                                      Quarter Ended                       
          1996                                                         March 31    June 30   September 30  December 31
<S>                                                                    <C>         <C>         <C>         <C>
 Interest income                                                       $  5,841    $  6,012    $  6,196    $  6,447
   Interest expense                                                       2,675       2,634       2,631       2,639
    Net interest income                                                   3,166       3,378       3,565       3,808       
   Provision for loan losses                                                 50          90          90         130
    Net interest income after                                                          
     provision for loan losses                                            3,116       3,288       3,475       3,678
Other income                                                                742         740         846         687
   Other expenses                                                         2,481       2,574       2,489       2,849
   Income before income taxes                                             1,377       1,454       1,832       1,516
Income taxes                                                                450         498         611         536
   Net income                                                          $    927    $    956    $  1,221    $    980    
Net income per share                                                   $   1.94    $   2.00    $   2.56    $   2.05    
Weighted average shares outstanding                                     477,241     477,257     477,304     478,182       

                                

          1995

Interest income                                                        $  5,396    $  5,649    $  5,736    $  5,820       
  Interest expense                                                        2,296       2,542       2,619       2,058
    Net interest income                                                   3,100       3,107       3,117       3,162       
  Provision for loan losses                                                  65          15          25           5
    Net interest income after
      provision for loan losses                                           3,035       3,092       3,092       3,157
Other income                                                                663         710         789         790
Other expenses                                                            2,355       2,550       2,330       2,560
   Income before income taxes                                             1,343       1,252       1,551       1,387       
Income taxes                                                                414         415         486         462
   Net income                                                          $    929    $    837    $  1,065    $    925    
Net income per share                                                   $   1.94    $   1.75    $   2.23    $   1.94    
Weighted average shares outstanding                                     477,953     478,045     477,945     477,820    

</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>
<TABLE>
<CAPTION>
                          CNB Corporation and Subsidiary
                              Selected Financial Data

                                       Twelve Months Ended 12/31/96         
                                     Average   Interest    Avg. Annual      
                                     Balance   Income/      Yield or        
                                               Expense(2)     Rate     
<S>                                  <C>         <C>         <C>
Assets:
  Earning assets
   Loans, net of 
     unearned income                   $169,815   $15,808       9.31% 
   Investment securities:            
     Taxable                            126,252     7,481       5.93   
     Tax-exempt                          13,999     1,121       8.01  
   Federal funds sold and                           
     securities purchased under
     agreement to resell                  8,626       460       5.33        

   Other earning assets                     116         7       6.03       
      Total earning assets             $318,808   $24,877       7.80   
   Other assets                          23,374                   
      Total assets                     $342,182                

Liabilities and stockholders'equity:
   Interest-bearing liabilities:     
     Interest-bearing deposits         $214,194     8,610       4.02    
     Federal funds purchased and                       
      securities sold under
      agreement to repurchase            39,506     1,906       4.82  
     Other short-term borrowings          1,164        63       5.41        
       Total interest-bearing                                               
        liabilities                    $254,864   $10,579       4.15    
   Noninterest-bearing deposits          51,249          
   Other liabilities                      2,449                          
   Stockholders' equity                  33,620      
       Total liabilities and                                                
        stockholders' equity           $342,182               
   Net interest income as a 
     percent of total 
     earning assets                    $318,808   $14,298       4.48%   

(1)  Tax-equivalent adjustment         
     based on a 34% tax rate                      $   381        
</TABLE>
Ratios:
Annualized return on average total assets                       1.19%     
Annualized return on average stockholders' equity              12.15      
Cash dividends declared as a percent of net income             35.09     
Average stockholders' equity as a percent of:
  Average total assets                                          9.83        
  Average total deposits                                       12.67        
  Average loans, net of unearned income                        19.80      
Average earning assets as a percent of   
average total assets                                           93.17%       
                   

(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 
    $377 as of December 31, 1996 are included in loans, net of unearned 
    income, for purpose of this analysis.   

                                    8
<PAGE>
                       CNB Corporation and Subsidiary
                          Selected Financial Data


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

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

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

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

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

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

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

                                    9
<PAGE>
                         CNB Corporation and Subsidiary
                             Selected Financial Data

                                         Twelve Months Ended 12/31/94       
                                       Average   Interest    Avg.Annual     
                                       Balance   Income/      Yield or    
                                                 Expense(2)    Rate
Assets:                                                             
 Earning assets
   Loans, net of 
    unearned income                    $140,104   $12,034       8.59%       
 
Investment Securities:            
     Taxable                            107,891     6,240       5.78
     Tax-exempt                          16,098     1,518       9.43 
    Federal funds sold and                           
     securities purchased under
     agreement to resell                 14,127       564       3.99    
   Other earning assets                     116         7       6.03      
      Total earning assets             $278,336   $20,363       7.32   
   Other assets                          19,259                         
      Total assets                     $297,595                    

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

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

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


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

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                       CNB Corporation and Subsidiary
                                                        Rate/Volume Variance Analysis
                                            For the Twelve Months Ended December 31, 1996 and 1995
                                                            (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
                                 1996    1995    1996 (1)    1995 (1)    1996 (1)     1995 (1)     Variance  Rate    Volume  Volume
Earning Assets:

Loans, Net of unearned
 income (2)                    169,815  149,940     9.31%       9.38%    15,808       14,070         1,738    (105)   1,857    (14)
Investment securities:
 Taxable                       126,252  114,685     5.93%       5.89%     7,481        6,755           726      46      675       5
 Tax-exempt                     13,999   14,525     8.01%       9.25%     1,121        1,344          (223)   (180)     (50)      7
Federal funds sold and
 securities purchased under
 agreement to resell             8,626   15,136     5.33%       5.83%       460          882          (422)    (76)    (379)     33
Other earning assets               116      116     6.03%       6.03%         7            7             -       -        -       -

Total Earning Assets           318,808  294,402     7.80%       7.83%    24,877       23,058         1,819    (315)   2,103      31

Interest-bearing Liabilities

Interest-bearing deposits      214,194  196,195     4.02%       4.09%     8,610        8,032           578    (137)     728     (13)
Federal funds purchased and
 securities sold under
 agreement to repurchase        39,506   39,332     4.82%       5.09%     1,906        2,002           (96)   (106)      10       -
Other short-term borrowings      1,164    1,439     5.41%       5.63%        63           81           (18)     (3)     (16)      1


Total Interest-bearing
 Liabilities                   254,864  236,966     4.15%       4.27%    10,579       10,115           464    (246)     722     (12)
Interest-free Funds
 Supporting Earning Assets      63,944   57,436

Total Funds Supporting

Earning Assets                 318,808  294,402     3.32%       3.43%    10,579       10,115           464    (246)     722     (12)

Interest Rate Spread                                3.65%       3.56%
Impact of Non-interest-
 bearing Funds on Net Yield
 on Earning Assets                                   .83%        .84%

Net Yield on Earning Assets                         4.48%       4.40%    14,298       12,943
</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, 1995 and 1994                   
                                                            (Dollars in Thousands)
<S>                            <C>      <C>      <C>         <C>         <C>          <C>          <C>      <C>     <C>     <C>
                                                                                                                            Change
                               Average  Average                           Interest     Interest             Change  Change  Due To
                                Volume   Volume  Yield/Rate  Yield/Rate  Earned/Paid  Earned/Paid           Due to  DueTo   Rate X
                                 1995     1994    1995 (1)    1994 (1)    1995 (1)     1994 (1)    Variance  Rate   Volume  Volume
Earning Assets:                                                                                    

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

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

Interest-bearing Liabilities:
 
Interest-bearing deposits      196,195   190,589     4.09%       3.39%     8,032       6,460       1,572     1,340     193      39 
Federal funds purchased and
 securities sold under       
 agreement to repurchase        39,332    35,037     5.09%       3.17%     2,002       1,111         891       673     136      82
Other short-term borrowings      1,439     1,163     5.63%       3.61%        81          42          39        23      10       6 
                                                                                                                                 
            
Total Interest-bearing       
 Liabilities                   236,966   226,789     4.27%       3.36%    10,115       7,613       2,502     2,036     339     127
Interest-free Funds
 Supporting Earning Assets      57,436    51,547

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

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

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

                                      12
<PAGE>
                              INVESTMENT SECURITIES

Investment securities with a  par  value  of $55,665,  $66,115,  and  $50,615 
at December 31, 1996, 1995, and 1994, 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, 1996, 1995, and 1994.                            


                                              December 31, 1996
                             Book       Unrealized           Fair
                             Value   Gains     Losses        Value   Yield(1)

AVAILABLE FOR SALE
  United States Treasury
   Within one year         $15,533  $   52      $   22      $15,563    5.95%
   One to five years        16,262     169          27       16,404    6.46%  

                            31,795     221          49       31,967    6.21%
                                   
  Federal agencies
   One to five years        29,072      48         169       28,951    6.04%
   After ten years             784       -          18          766    6.08%
 
                            29,856      48         187       29,717    6.04%
                               
  State, county and municipal
    One to five years          326      12           -          338    7.85%

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

    Total available 
     for sale              $62,093  $  281      $  236      $62,138    6.14%

HELD TO MATURITY     
  United States Treasury
   Within one year         $17,066  $   20      $   30      $17,056    5.36%
   One to five years        23,703     154         176       23,681    5.67%
                            40,769     174         206       40,737    5.54%
                           
  Federal agencies          
   One to five years        13,320      97         110       13,307    6.27%
   Six to ten years          2,002       -          35        1,967    6.40%
                            15,332      97         145       15,274    6.28%
     
  State, county and municipal
   Within one year           1,112       2           2        1,112    8.87%
   One to five years         6,950     302          15        7,237    8.72%
   Six to ten years          5,626      20          75        5,571    6.98%
   After ten years             370       5           -          375    7.89%
                            14,058     329          92       14,295    8.01%
 
  Total held to maturity   $70,149  $  600      $  443      $70,306    6.20%

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

As of the quarter ended December 31, 1996, the Bank did not hold any
securities of an issuer that exceeded 10% of stockholders' equity.


                               13
<PAGE>
                     INVESTMENT SECURITIES, continued


                                              December 31, 1995             
                             Book       Unrealized           Fair           
                             Value   Gains     Losses        Value   Yield(1) 
       
AVAILABLE FOR SALE
  United States Treasury
   Within one year         $11,022  $   19      $   21      $11,020    5.04%
   One to five years        28,674     591          37       29,228    6.31% 
        
                            36,696     610          58       40,248    5.96% 
                                           
  Federal agencies                                                          
   Within one year             417       3           -          420    7.98%
   One to five years        20,181     179          19       20,341    5.94%
     After ten years           913       1          15          899    6.34% 
         
                            21,511     183          34       21,660    6.00% 
                                       
  State, county and municipal
    One to five years          326      16           -          342    7.85%
  
  Other-restricted  
    Federal Revenue 
     Bank Stock                116       -           -          116    6.03% 

 Total available 
     for sale              $61,649  $  809      $   92      $62,366    5.98% 
        
HELD TO MATURITY     
  United States Treasury
   Within one year         $13,077  $   59      $    5      $13,131    5.85%
   One to five years        38,875     378         145       39,108    5.48%
                            51,952     437         150       52,239    5.57%
                          
  Federal agencies          
   Within one year           5,007      69           -        5,076    8.04%
   One to five years         3,004      65           -        3,069    6.12%
   Six to ten years          2,002      34           -        2,036    6.40%
                            10,013     168           -       10,181    7.14%
     
  State, county and municipal
   Within one year           1,674      17           1        1,690    9.33%
   One to five years         6,216     273           8        6,481    8.81%
   Six to ten years          6,069     120          35        6,154    7.28%
   After ten years             478       8           -          486    7.61%
                            14,437     418          44       14,811    8.19%
 
  Total held to maturity   $76,402  $1,023      $  194      $77,231    6.27%

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

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

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

                               14
<PAGE>
                      INVESTMENT SECURITIES, continued

                                              December 31, 1994
                             Book       Unrealized           Fair             
                             Value   Gains     Losses        Value   Yield(1)

AVAILABLE FOR SALE
  United States Treasury
   Within one year         $ 4,985      -           9         4,976    6.93%
   One to five years        31,304      -         944        30,360    6.34%

                            36,289      -         953        35,336    6.42%
                                   

  Federal agencies                                                          
   Within one year           4,006     11           2         4,015    7.31%
   One to five years         2,523     12           2         2,533    6.62%
   After ten years           1,051      -          60           991    5.26%
 
                             7,580     23          64         7,539    6.80%
                                                    
                                
  State, county and 
   municipal
   Within one year             303      7           -           310   12.45%
   One to five years           326      7           -           333    7.85%
                    
                               629     14           -           643   10.05%
 
  Other-restricted
   Federal Reserve                                     
    Bank Stock                 116      -           -           116    6.03%
 
    Total available 
     for sale              $44,614  $  37      $1,017       $43,634    6.53%

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

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


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

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







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

The following is a summary of loans, in thousands of dollars, at December 31, 1996,
1995, 1994, 1993, and 1992 by major classification:   

                                     
                                                    1996        1995         1994         1993       1992 
<S>                                              <C>          <C>          <C>          <C>          <C>    
                           
Real estate Loans  - mortgage                    $111,474     $ 95,451     $ 89,728     $ 84,806     $ 84,298 
                   - construction                  15,148        5,453        6,328        4,051        5,768 

Loans to farmers                                    1,328        1,032        1,180          971          881 
Commercial and industrial loans                    28,105       23,133       17,472       14,612       15,102 
Loans to individuals for household
  family and other consumer
  expenditure                                      29,642       28,095       30,700       28,493       27,039 
All other loans, including 
  overdrafts                                          236          334          186           87           89 
  Gross Loans                                     185,933      153,498      145,594      133,020      133,177 
    Less unearned income                           (1,058)      (1,094)      (1,231)      (1,286)      (1,554)
    Less reserve 
     for loan losses                               (2,370)      (2,242)      (2,220)      (2,170)      (2,029)
     Net loans                                   $182,505     $150,162     $142,143     $129,564     $129,594 
</TABLE>        
                            
        
           MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES


The Company's loan portfolio consisted of approximately $129,456,000 and
$105,744,000 in fixed rate loans as of December 31, 1996 and 1995,
respectively.  At December 31, 1996, and 1995, fixed rate loans with
maturities in excess of one year amounted to approximately $93,017,000 and
$75,380,000, respectively.  Variable rate loans are those on which the
interest rate can be adjusted to changes in the Bank's prime rate.  Fixed
rate loans are those on which the interest rate generally cannot be changed
for the term of the loan.























                                    16
<PAGE>
                               RISK ELEMENTS

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

                NONACCRUAL, PAST DUE AND RESTRUCTURED LOANS

The following schedule summarizes the amount of nonaccrual, past due, and
restructured loans, in thousands of dollars, for the periods ended December
1996, 1995, 1994, 1993, 1992:

                                                December 31,
                                   1996    1995    1994    1993    1992   
   Nonaccrual loans              $  377  $  479  $1,062  $1,015  $1,091

   Accruing loans which are
   contractually past due
   90 days or more as to 
   principal or interest
   payments                      $   77  $   87  $   55  $  221  $  318

   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, 1996, 1995, and 1994 is as
follows:

                                              1996   1995    1994

   Interest included in income during the   
   year                                       $  7   $  2    $ 22

   Interest which would have been included
   at the original contract rates             $ 45   $ 60    $ 93

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












                                     17
<PAGE>
                         POTENTIAL PROBLEM LOANS


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

As of December 31, 1996, 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, 1996, the Company had no foreign loans
outstanding.


                            LOAN CONCENTRATIONS

As of the year ended December 31, 1996, 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 was 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.  Management anticipates the
Bank's COLI policies to be reinsured by Pacific Mutual prior to year-end
1997.

The Bank's independent external auditors have revisited the facts and
circumstances regarding the investment in the COLI program and have read the
related guidance in SFAS No. 5 and SAB Topic 5(Y).  There continues to be no
significant uncertainties requiring the recognition of a loss contingency as
of the date of this report.

As of December 31, 1996, the Company does not have any other interest-bearing
assets that would be required to be disclosed under Item III. C. 1. or 2. if
such assets were loans.






                                    18
<PAGE>

<TABLE>
<CAPTION>
                            SUMMARY OF LOAN LOSS EXPERIENCE

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

                                                      Year Ended December 31,              
                                      1996        1995         1994        1993         1992  
<S>                                <C>         <C>          <C>         <C>          <C>
Loans (net of unearned income):
  Average loans outstanding for 
  the period                       $169,815    $149,940     $140,104    $131,599     $128,859
 Reserve for loan losses:                
Balance at beginning 
    of period                      $  2,242    $  2,220     $  2,170    $  2,029     $  1,814
  Charge-offs:                                     
    Commercial, financial, and 
     agricultural                       111         133          122         174          226 
                           
    R.E. - construction
           and mortgage                  22           3           57         211          207 
                    
    Loans to individuals                296         313          277         222          270 
                     
      Total charge-offs            $    429    $    449     $    456    $    607     $    703 
            
  Recoveries:
    Commercial, financial, and
     agricultural                        47         166           58          96           58 
                    
    Real estate-construction
     and mortgage                        15          44           35         108            2

Loans to individuals                    135         151          118          99          113 
                     
      Total recoveries             $    197    $    361     $    211    $    303     $    173 
                   
  Net charge-offs                  $    232    $     88     $    245    $    304     $    530
  Additions charged
   to operations                   $    360    $    110     $    295    $    445     $    745 
  Balance at end of period         $  2,370    $  2,242     $  2,220    $  2,170     $  2,029
  Ratio of net charge-offs
   during the period to
   average loans outstanding
   during the period.                   14%        .06%         .17%        .23%         .41% 
</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 $300
during 1997.






                                   19
<PAGE>
                                DEPOSITS

                   AVERAGE DEPOSITS BY CLASSIFICATION


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

                                           Years Ended December 31,      
                                          1996       1995       1994        
              
 
 Noninterest bearing demand deposits     51,249     45,839     40,181       
 Interest bearing demand deposits        44,886     43,415     44,249       
 Savings deposits                        31,375     33,512     41,870       
 Time deposits                          137,733    119,268    104,470       
  Total deposits                        265,443    242,034    230,770       
                                   

                      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,    
 
                                          1996      1995       1994  
 
  Interest bearing demand deposits        1.70%     2.12%      2.39%        
  Savings deposits                        2.79%     3.28%      3.88%        
  Time deposits                           5.06%     5.04%      3.71%        
                                    


      
          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, 1996:

            Time Certificates of Deposit                    
            Maturity within 3 months or less         $13,033
            Over 3 through 6 months                    7,782
            Over 6 through 12 months                   8,421
            Over 12 months                             5,082
              Total                                   34,318



















                                   20
<PAGE>
                      RETURN ON EQUITY AND ASSETS

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

                                                   Year ended December 31,  

                                                   1996      1995      1994 

   Return on average total assets                  1.19%     1.19%     1.18% 
   Return on average stockholders' equity         12.15%    12.07%    12.29% 
   Cash dividend payout ratio                     35.09%    38.13%    27.31% 
   Average equity to average assets ratio          9.83%     9.85%     9.56% 
                                       

   
                          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         1996       1995       1994  
    agreement to repurchase         $33,018    $36,935    $29,236           


The following information relates to short-term borrowings outstanding during
1996, 1995, and 1994:

                          Maximum Amount        Weighted Average            
                        Outstanding in Any        Interest Rate
                           Month  End           at December 31,   
                      1996    1995    1994    1996   1995   1994    
  Federal funds 
   purchased and            
   securities sold 
   under agreement                 
   to repurchase     $45,333 $47,707 $41,537  4.81%  5.10%  4.29%          
   

                                         Year ended December 31,   
                                       1996       1995       1994  
  Federal funds purchased and 
   securities sold under 
   agreement to repurchase-
   average daily amount outstanding  $39,506     $39,332    $35,037         
  Weighted average interest rate paid  4.82%       5.09%      3.17%         










                                   21
<PAGE>
                           ITEM 2.   PROPERTIES

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


                     ITEM 3.   LEGAL PROCEEDINGS

There were no  material legal proceedings against the Company or its
subsidiary, The Conway National Bank, as of December 31, 1996.

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

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

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

























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


On  April 9, 1996, 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, 
     1996.       

                               PART II

        ITEM 5.  MARKET PRICE OF REGISTRANT'S COMMON STOCK AND 
                      RELATED SECURITY HOLDER MATTERS
 
                                                 
As of December 31, 1996, there were approximately 615 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.                                                                  

                                           1996               1995
                                      High       Low     High      Low

                    First  Quarter  $88.75    $88.75   $66.25   $66.25
                    Second Quarter  $93.25    $88.75   $79.75   $66.25
                    Third  Quarter  $93.25    $93.25   $79.75   $79.75
                    Fourth Quarter  $96.00    $93.25   $88.75   $79.75


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









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

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



                                                                         Year Ended December 31,                      
                                             1996               1995              1994               1993                1992      
<S>                                       <C>                <C>               <C>                <C>                 <C>
Selected Income Statement Data: 
Total Interest Income                     $ 24,496           $ 22,601          $ 19,847           $ 18,719            $ 19,244
Total Interest Expense                      10,579             10,115             7,613              7,369               8,666
Net Interest Income                         13,917             12,486            12,234             11,350              10,578
Provision for Possible Loan Lossess            360                110               295                445                 745  
Net Interest Income after
Provision for Possible Loan
  Losses                                    13,557             12,376            11,939             10,905               9,833
Total Other Operating Income                 3,015              2,954             2,814              2,735               2,564
Total Other Operating Expense               10,393              9,797             9,599              8,850               8,461
Income Before Income Taxes                   6,179              5,533             5,154              4,790               3,936
Income Taxes                                 2,095              1,777             1,657              1,493               1,030
Net Income                                $  4,084           $  3,756          $  3,497           $  3,297            $  2,906
                                                  

Per Share:
Net Income Per Weighted Average
 Shares Outstanding*                      $   8.55           $   7.86          $   7.34           $   6.92            $   6.09
Cash Dividend Paid Per Share              $   3.00           $   3.00          $   2.00           $   2.00            $   2.00  
 Weighted Average Shares
 Outstanding*                              477,496            477,820           476,370            476,546             477,389  
 
*Restated for stock dividend                                             

Selected Balance Sheet Data:
Assets                                    $341,818           $324,694          $297,120           $283,380            $268,078
Net Loans                                  182,505            150,162           142,143            129,564             129,594
Investment Securities                      132,287            138,768           126,613            116,185             101,703
Federal Funds Sold                            -                 7,300             3,125             14,400              16,125  
        
Deposits:
 Non-Interest-Bearing                     $ 49,885           $ 44,723          $ 40,986           $ 35,369            $ 30,973
Interest-Bearing                           218,528            206,433           193,207            183,933             177,866  
 Total Deposits                           $268,413           $251,156          $234,193           $219,302            $208,839
Stockholders' Equity                      $ 34,496           $ 32,195          $ 28,857           $ 26,820            $ 24,443
</TABLE>









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

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

Distribution of Assets and Liabilities

The Company maintains a conservative approach in determining the distribution
of assets and liabilities.  Loans, net of  unearned  income, increased  5.6% 
from $144,363   at  December 31, 1994 to $152,404 at December 31, 1995; and
21.3% from December 31, 1995 to $184,875 at December 31, 1996.  Loan growth
is attributed to overall business  development  efforts to meet business and
personal loan demand in our market area.  Loan demand was relatively strong
in our market area in 1995 and strong in 1996. During 1995, increased rate
and term competition on commercial loans within our market area somewhat
reduced the anticipated rate of loan growth.  Loans, net of unearned income,
decreased as a percentage of total assets from 48.6% at year-end 1994 to
46.9% at year-end 1995 but grew strongly to 54.1% at year-end 1996. 
Correspondingly, investment securities and federal funds sold increased as a
percentage of total assets from 43.7% at year-end 1994 to 45.0% at year-end
1995 but shrank to 38.7% at year-end 1996 as funds have been utilized to
balance the fluctuations in loan outstandings.  Investments and federal funds
sold provide for an adequate supply of secondary liquidity.  Year-end other
assets as a percentage of total assets increased from 7.7% in 1994 to 8.1% in
1995 due to the opening of a ninth banking office.  This percentage dropped
to 7.2% in 1996 as the Bank grew into its expanded infrastructure. 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 competitve rates.  Non-interest-bearing
demand deposits remained flat as a percentage of total assets at 13.8% at
December 31, 1994 and December 31, 1995, but grew to 14.6% at December 31,
1996.  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 75.7%
at December 31, 1994 to 75.2% at December 31, 1995 to 74.3% at December 31,
1996.

The following table sets forth the percentage relationship to total assets of
significant components of the Company's balance sheet as of December 31,
1996, 1995 and 1994:
<TABLE>
<CAPTION>
                                                               December 31,          
                                                        1996      1995      1994
<S>                                                    <C>       <C>       <C>      
Assets:
  Earning assets                            
    Loans, net of
     unearned income                                   54.1%     46.9%     48.6%
  Investment securities:
          Taxable                                      34.6      38.3      37.1
          Tax-exempt                                    4.1       4.4       5.5
    Federal funds sold and securities 
     purchased under agreement to resell                  -       2.3       1.1
     Other earning assets                                 -         -         -  
       Total earning assets                            92.8      91.9      92.3 
       Other assets                                     7.2       8.1       7.7 
         Total assets                                  100.0%    100.0%    100.0%
     Liabilities and stockholders' equity:
    Interest-bearing liabilities:
     Interest-bearing deposits                          63.9%     63.6%     65.0%
      Federal funds purchased and securities 
       sold under agreement to repurchase                9.7      11.4       9.9
      Other short-term borrowings                         .7        .2        .8 
       Total interest-bearing liabilities               74.3      75.2      75.7 
    Non-interest-bearing deposits                       14.6      13.8      13.8
    Other liabilities                                    1.0       1.1        .8
    Stockholders' equity                                10.1       9.9       9.7 
 Total liabilities and stockholders'equity             100.0%    100.0%    100.0%
</TABLE>                              
                                         25
<PAGE>
Results of Operation

CNB Corporation and subsidiary experienced earnings in 1996, 1995 and 1994 of
$4,084, $3,756 and $3,497, respectively, resulting in a return of average
assets of 1.19%, 1.19%, and 1.18% and a return on average stockholders'
equity of 12.15%, 12.07% and 12.29%. 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 
$341,818 at December 31, 1996  as  compared  to $324,694  at  December  31, 
1995  and $297,120 at December 31, 1994.  The following table sets forth the
financial highlights for fiscal years 1996, 1995, and 1994.

























                                    

















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

               December 31,  1995 to 1996   December 31,    1994 to 1995  December 31,
                  1996         Percent        1995             Percent       1994
                               Increase                       Increase
                              (Decrease)                     (Decrease)
<S>                 <C>           <C>       <C>                 <C>       <C>   

Net interest 
 income after            
 provision for 
 loan losses        $ 13,557        9.5%    $ 12,376             3.7%     $ 11,939  

Income before 
 income taxes          6,179       11.7        5,533             7.4         5,154

Net Income             4,084        8.7        3,756             7.4         3,497
 Per share 
 (weighted 
 average of 
 shares 
 outstanding)       $   8.55        8.8     $   7.86             7.1      $   7.34     
             
Cash dividends 
 declared              1,433         .1        1,432            49.9           955     
              
 Per share          $   3.00         -      $   3.00            50.0      $   2.00    

Total assets        $341,818        5.3%    $324,694             9.3%     $297,120  

Total deposits       268,413        6.9      251,156             7.2       234,193  

Loans, net of 
 unearned income     184,875       21.3      152,404             5.6       144,363 

Investment 
 securities          132,287       (4.7)     138,768             9.6       126,613  

Stockholders' 
 equity               34,496        7.1       32,195            11.6        28,857    
 
Book value per 
 share - actual 
 number of 
 shares outstanding $  72.16        7.0     $  67.43            11.5      $  60.46   

Ratios(1):

Returns on 
 average total 
 assets                 1.19%         -         1.19%             .8          1.18%   

Return on 
 average 
 stockholders' 
 equity                12.15%        .7        12.07%          (1.8)         12.29%   
</TABLE>

(1) For the fiscal years ended December 31, 1996, 1995, and 1994, average
total assets amounted to $342,182, $316,002, and $297,595 with average
stockholders' equity totaling $33,620, $31,113, and $28,458, respectively.

                                    27
<PAGE>
NET INCOME

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

The Bank has maintained   strong  net  interest   margins  in 1996,   1995 
and  1994 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 $12,750 in 1994 and
$12,943 in 1995 to $14,298 in 1996.   During the three-year period,  total
fully-tax-equivalent  interest  income increased by 13.2% from $20,363 in
1994 to $23,058 in 1995 and increased  7.9% in 1996 to $24,877.  Over the
same period, total interest expense increased by 32.9% from $7,613 in 1994 to
$10,115 in 1995 and increased  4.6% to $10,579 in 1996.  The significant
increase in 1995 interest income and expense reflected a rapid rise in market
interest rates coupled with higher volumes of bank assets and liabilities
while changes in 1996 were reflective of more modest interest rate and asset
increases.   Fully-tax-equivalent net interest income as a percentage of
average total earning assets has moved in a narrow range from 4.6% in 1994 to
4.4% in 1995 and 4.5% in 1996.
                                   
Interest rates paid on deposits and borrowed funds and earned on  loans and
investments have generally followed the fluctuations  in  market  interest 
rates  in  1996,  1995, and 1994.  However, fluctuations in market interest
rates do not necessarily have a significant impact on net interest income,
depending on the Bank's rate sensitivity position.  A rate sensitive asset
(RSA) is any loan or investment that can be repriced up or down in interest
rate within a certain time interval.  A rate sensitive  liability  (RSL)  is
an interest paying deposit or other liability that can be repriced either up
or down in interest rate within a certain time interval. When  a proper
balance between RSA and RSL  exists, market interest rate fluctuations should 
not  have a significant impact on  earnings.  The larger  the imbalance, the 
greater  the  interest  rate  risk assumed by the  Bank and the greater the
positive or negative impact of interest rate fluctuations on earnings. The
Bank  seeks to  manage its assets and liabilities in a  manner  that  will
limit interest rate risk and thus stabilize long-run earning power. The
following table sets forth the Bank's rate sensitivity position at each of
the time intervals indicated.  The table  illustrates the Bank's rate
sensitivity position on specific dates and may not be indicative of the
position at other points in time.  Management believes that a rise or fall in
interest rates will not materially effect earnings.
<TABLE>
<CAPTION> 
                    Interest Rate Sensitivity Analysis

                                                                                    Over 1 to 5       Over 5 
                                   1 Day      90 Days       180 Days     365 Days      Years          Years
<S>                                <C>        <C>           <C>          <C>           <C>            <C>   
Rate Sensitive Assets (RSA)             
 Federal Funds Sold                      0          0             0            0             0              0
 Investment Securities                   0      9,569         8,305       16,635        89,664          7,998
 Loans(net of non
  -accruals $377)                   56,100     17,093         6,669       12,677        62,254         30,763
Total, RSA                          56,100     26,662        14,974       29,312       151,918         38,761
Rate Sensitive  
 Liabilities (RSL)                                                                 
 Deposits:                                                                            
 Certificates of 
  Deposit of                             0     13,033         7,782        8,421         5,082              0
  $100,000 or more                           
 All Other Time 
  Deposits                               0     37,258        27,212       21,757         9,510              0
 Money Market 
  Deposit Accounts                  13,159          0             0            0             0              0
 Securities Sold 
  Under Repurchase                  26,415        488             0          765         5,350              0
       Agreements 
                       
 Total, RSL                         39,574     50,779        34,994       30,943        19,942              0
 RSA-RSL                            16,526    (24,117)      (20,020)      (1,631)      131,976         38,761
 Cumulative RSA-RSL                 16,526     (7,591)      (27,611)     (20,242)      102,734        141,495
 Cumulative RSA/RSL                   1.42        .92           .78          .81          1.58           1.80
</TABLE>

                                          28
<PAGE>
NET INCOME (continued)                        

Provision for Possible Loan Losses - It  is the policy  of  the bank to
maintain  the  reserve for possible loan losses at the greater of 1.20% of
net loans or the percentage  based on the  actual loan loss experience over
the previous five years. In addition, management may increase  the  reserve 
to a level above these guidelines to cover potential losses identified during
the  ongoing  in-house problem loan identification process.  The Company
includes the provisions of SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan", in the allowance for loan losses (see NOTE 1 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES).  The provision for possible loan losses
was $360 in 1996, $110 in 1995, and $295 in 1994. Net loan charge-offs
totalled $232 in 1996, $88 in 1995, and $245 in 1994 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 1.30% at December 31,
1996, 1.49% at December 31, 1995, and 1.56% at December 31, 1994.

Securities Transactions -  Net  unrealized gains/(losses) in the investment
securities portfolio were $202 at December 31, 1996, $1,546 at December 31,
1995, and $(4,646) at December 31, 1994. The market value of investment
securities declined during 1994 due to the rapid rise in overall market
rates, rose again in 1995 as rates retreated, and declined modestly in 1996
as market rates rose somewhat. Security losses of $167 were taken in 1994 in
transactions to sell short-term low-yielding bonds and re-investing in
higher-yielding intermediate-term bonds.  Security gains of $25 and $41 were
taken in 1995 and 1996, respectively, when bonds were sold to provide
additional primary liquidity and to manage the bank's interest rate
sensitivity position.
                                             
Other Income -  Other income, net of security sales, decreased by 1.7%  from
$2,981 in 1994 to $2,929 in 1995 and grew 1.5% from $2,929 in 1995 to $2,974
in 1996.  Other income fell in 1995 due to lower service charge income booked
on deposit accounts, offset somewhat by higher merchant discount income, but
rose again in 1996 due to higher volumes in deposit and loan account
activity.  

Other Expenses -  Other expenses  increased  by  2.1% from  $9,599 in 1994 to
$9,797 in 1995 and 6.1% from  $9,797 in 1995 to $10,393 in 1996.  The
components of other expenses are salaries and employee benefits of $5,285,
$5,695 and $6,166; occupancy and furniture and  equipment expenses of $1,550,
$1,504, and $1,759; and other operating expenses of $2,764, $2,598, and
$2,468 for 1994, 1995, and 1996, respectively.   The increase in salaries and
employee benefits reflects compensation increments, the increased costs of
providing employee benefits, and the 1995 addition of a 12-person Myrtle
Beach office.  The Myrtle Beach office also impacted 1996 occupancy and
furniture and equipment expense as this was the first full year of operation. 
During the third quarter of 1995, the Federal Deposit Insurance Corporation
(FDIC) announced that the bank insurance fund was fully capitalized and banks
were due a rebate of excessive paid-in insurance premiums.  The Conway
National Bank received a $145 FDIC insurance premium rebate and is
experiencing significantly lower premiums as is evidenced in the decline in
1995 and 1996 other operating expenses.  Looking ahead, non-interest expense
should grow at only a nominal rate during 1997 as no significant staffing and
infrastructure expenditures are expected, but may increase in 1998 due to
potential expansion in the bank's branch network.

Income Taxes - Provisions  for income  taxes  increased  7.2%  from $1,657 in
1994 to $1,777 in 1995 and 17.9% from $1,777  in  1995  to $2,095 in 1996. 
The increase in income taxes is primarily due to an increase in income before
income taxes of 7.4% from  $5,154 in 1994 to $5,533 in 1995 and 11.7% from
$5,533 in 1995 to $6,179 in 1996.  Also, the utilization of tax-free income
as  a  percentage of income before income taxes declined in 1995 and 1996.  
         
                                    29
<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 and has the ability, on a short-term basis,
to borrow funds  from  the  Federal Reserve System.   The Company has cash
balances on hand of $3,078, $2,927, and $2,358 at December 31, 1996, 1995,
and 1994 with liabilities, consisting of cash dividends payable, totalling
$1,435, $1,432, and $955, respectively.  Management feels that liquidity
sources are more than adequate to meet funding needs.

CAPITAL RESOURCES 

Total stockholders' equity  was $34,496, $32,195,  and $28,857 at December
31, 1996, 1995, and 1994, representing 10.09%, 9.92%,  and  9.71% of total 
assets, respectively.   At December 31, 1996, the Bank exceeds quantitative
measures established by regulation to ensure capital adequacy (see NOTE 15 -
REGULATORY MATTERS).  Capital is considered sufficient by management to meet
current and prospective capital requirements and to support anticipated
growth in bank operations.                                                  
                                 
EFFECTS OF INFLATION

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

EFFECTS OF REGULATORY ACTION

The Federal Deposit Insurance Corporation (FDIC) reduced FDIC insurance
premium rates during the third quarter of 1995.  This decrease had a positive
effect on earnings in 1995 and 1996 and should favorably impact future years
income. (see NET INCOME - Other Expenses).  The management of the Company and
the Bank is not aware of any other current recommendations by the regulatory
authorities which, if they were to be implemented, would have a material
effect on liquidity, capital resources, or operations.

 















                               30
<PAGE>
               ITEM 8 - FINANCIAL STATEMENTS







              CNB CORPORATION AND SUBSIDIARY

       REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

   FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
















































                                    31
<PAGE>
                                      CNB CORPORATION AND SUBSIDIARY
                                          CONWAY, SOUTH CAROLINA


                                                 CONTENTS




                                                     
                                                          PAGE
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS          33

FINANCIAL STATEMENTS

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                  38 - 52









































                                  32
<PAGE>
                  Elliott, Davis & Company, L.L.P.
                    Certified Public Accountants
Members of the American Institute of Certified Public Accountants
                          Greenville, S.C.
                          Greenwood, S.C.
                           Anderson, S.C.
                             Aiken, S.C.
                           Columbia, S.C.

        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




The Directors and Stockholders
CNB Corporation
Conway, South Carolina


      We have audited the accompanying consolidated balance sheets of CNB
Corporation and Subsidiary as of December 31, 1996 and 1995, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996.
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, 1996 and 1995 and the results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted
accounting principles.






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



January 17, 1997


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

                                       33
<PAGE>
                          CNB CORPORATION AND SUBSIDIARY
                            CONSOLIDATED BALANCE SHEETS
                   (amounts, except share data, in thousands)
<TABLE>
<CAPTION>
                                                                             DECEMBER 31,
                                                                        1996              1995
                                    ASSETS
<S>                                                                <C>                <C>
CASH AND DUE FROM BANKS - Notes 2 and 16                           $     14,350       $      15,605
FEDERAL FUNDS SOLD - Note 16                                                  -               7,300
INVESTMENT SECURITIES HELD TO MATURITY
    (fair value $70,306 in 1996 and $77,231
     in 1995) - Notes 3 and 16                                           70,149              76,402
INVESTMENT SECURITIES AVAILABLE FOR SALE - Notes 3 and 16                62,138              62,366
LOANS - Notes 4 and 16                                                  185,933             153,498
    Less unearned income                                                 (1,058)             (1,094)
    Less allowance for loan losses                                       (2,370)             (2,242)
        Net loans                                                       182,505             150,162
PREMISES AND EQUIPMENT - Note 5                                           6,866               7,166
ACCRUED INTEREST RECEIVABLE                                               3,325               3,287
OTHER ASSETS                                                              2,485               2,406
                                                                   $    341,818       $     324,694
</TABLE>
            LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
LIABILITIES
<S>                                                                <C>                <C>
    Deposits - Notes 6 and 16
        Noninterest-bearing                                        $     49,885       $      44,723
        Interest-bearing                                                218,528             206,433
           Total deposits                                               268,413             251,156
    Securities sold under
     repurchase agreements - Notes 7 and 16                              29,018              36,935
    Federal Funds purchased - Note 16                                     4,000                   -
    United States Treasury demand notes - Note 16                         2,319                 766
    Other liabilities                                                     3,547               3,619
    Minority interest in consolidated subsidiary                             25                  23
           Total liabilities                                            307,322             292,499
COMMITMENTS AND CONTINGENT LIABILITIES - Notes 10 and 11
STOCKHOLDERS' EQUITY
    Common stock - $10 par value; authorized 500,000 shares;
     issued 479,093 shares                                                4,791               4,791
    Capital in excess of par value of stock                              15,697              15,676
    Retained earnings                                                    14,082              11,431
    Net unrealized holding gain on investment
     securities available for sale                                           27                 430
                                                                         34,597              32,328
    Less 1,075 shares and 1,640 shares held in Treasury at cost            (101)               (133)

           Total stockholders' equity                                    34,496              32,195
                                                                   $    341,818       $     324,694
</TABLE>
                                                                          

See Notes to Consolidated Financial Statements which are an integral part of
these statements.
                                       34
<PAGE>
                            CNB CORPORATION AND SUBSIDIARY
                          CONSOLIDATED STATEMENTS OF INCOME
                   (amounts, except per share data, in thousands)
<TABLE>
<CAPTION>      
                                                                                      For the years ended December 31,             
                                                                                1996                1995                1994      
<S>                                                                 <C>                 <C>                 <C>            
INTEREST INCOME
    Loans and fees on loans                                         $     15,808        $     14,070        $      12,034  
    Investment securities
      Taxable                                                              7,481               6,755                6,240  
      Nontaxable                                                             740                 887                1,002  
          Total interest on investment securities                          8,221               7,642                7,242  
    Federal funds sold                                                       460                 882                  564  
    Other                                                                      7                   7                    7  
          Total interest income                                           24,496              22,601               19,847  
INTEREST EXPENSE
    Deposits                                                               8,610               8,032                6,460  
    Securities sold under repurchase agreements                            1,906               2,002                1,111  
    United States Treasury demand notes                                       63                  81                   42  
          Total interest expense                                          10,579              10,115                7,613  
          Net interest income                                             13,917              12,486               12,234  
PROVISION FOR LOAN LOSSES                                                    360                 110                  295  
          Net interest income after provision for loan losses             13,557              12,376               11,939  
NONINTEREST INCOME
    Service charges on deposit accounts                                    1,956               1,795                1,844  
    Other service and exchange charges                                     1,018               1,134                1,137  
    Gain (loss) on sale of investment securities available for sale           41                  25                (167)  
          Total noninterest income                                         3,015               2,954                2,814  
NONINTEREST EXPENSES
    Salaries and wages                                                     5,031               4,552                4,214  
    Pensions and other employee benefits                                   1,135               1,143                1,071  
    Occupancy                                                                737                 568                  600  
    Furniture and equipment                                                1,022                 936                  950  
    Liability insurance                                                       79                 310                  592  
    Office supplies                                                          290                 304                  260  
    Credit card operations                                                   569                 528                  563  
    Other operating expenses                                               1,527               1,453                1,346  
    Minority interest in income of subsidiary                                  3                   3                    3  
          Total noninterest expenses                                      10,393               9,797                9,599  
          Income before provision for income taxes                         6,179               5,533                5,154  
PROVISION FOR INCOME TAXES - Note 9                                        2,095               1,777                1,657  
          Net income                                                $      4,084        $      3,756        $       3,497  
NET INCOME PER SHARE OF COMMON STOCK                                $       8.55        $       7.86        $        7.34
</TABLE>



See Notes to Consolidated Financial Statements which are an integral part of
these statements.
                                        35
<PAGE>

                        CNB CORPORATION AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
             For the years ended December 31, 1996, 1995 and 1994 
                  (amounts, except share data, in thousands)
<TABLE>
<CAPTION>
                                                                                                        Net unrealized 
                                                                                                        holding gain
                                                                       Capital in                       (loss) on 
                                                                       excess of                        securities   Total
                                                         Common        par value  Retained    Treasury  available     S.E.
                                              Shares      stock        of stock   earnings     stock    for sale     equity  
  
<S>                                           <C>      <C>          <C>           <C>         <C>       <C>       <C>
BALANCE, DECEMBER 31, 1993                    399,353  $     3,994  $     11,338  $   11,678  $  (190)  $    571  $       27,391

                   1994
     Net income                                     -            -             -       3,497        -          -           3,497
     Cash dividend, $2.00 per share                 -            -             -        (955)       -          -            (955)
     Stock dividend                            79,740          797         4,306      (5,113)       -          -             (10)
     Treasury stock transactions (net)              -            -             -           -       78          -              78
     Gain on sale of treasury stock                 -            -            15           -        -          -              15
     Net change in unrealized holding
         gain, net of income taxes of $731          -            -             -           -        -     (1,159)         (1,159)
BALANCE, DECEMBER 31, 1994                    479,093        4,791        15,659       9,107     (112)      (588)         28,857

                   1995
     Net income                                     -            -             -       3,756        -          -           3,756
     Cash dividend, $3.00 per share                 -            -             -      (1,432)       -          -          (1,432)
     Treasury stock transactions (net)              -            -             -           -      (21)         -             (21)
     Gain on sale of treasury stock                 -            -            17           -        -          -              17
     Net change in unrealized holding
         loss, net of income taxes of $678          -            -             -           -        -      1,018           1,018
BALANCE, DECEMBER 31, 1995                    479,093        4,791        15,676      11,431     (133)       430          32,195

                   1996
     Net income                                     -            -             -       4,084        -          -           4,084
     Cash dividend, $3.00 per share                 -            -             -      (1,433)       -          -          (1,433)
     Treasury stock transactions (net)              -            -             -           -       32          -              32
     Gain on sale of treasury stock                 -            -            21           -        -          -              21
     Net change in unrealized holding gain,
         net of income taxes of $269                -            -             -           -        -       (403)           (403)
BALANCE, DECEMBER 31, 1996                    479,093  $     4,791  $     15,697  $   14,082  $  (101)  $     27  $       34,496
</TABLE>

See Notes to Consolidated Financial Statements which are an integral part
of these statements.













                                        36
<PAGE>
                          CNB CORPORATION AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (amounts in thousands)
<TABLE>
<CAPTION>
                                                                                                For the years ended December 31,

                                                                                      1996          1995          1994
<S>                                                                                   <C>           <C>           <C>
OPERATING ACTIVITIES
    Net income                                                                        $      4,084  $      3,756  $       3,497
    Adjustments to reconcile net income to net cash provided by operating activities
      Depreciation                                                                             757           666            623
      Provision for loan losses                                                                360           110            295
      Provision for deferred income taxes                                                       89           134             30
      Loss on sale of premises and equipment                                                     -             -            107
      Changes in assets and liabilities:
          Increase  in accrued interest receivable                                             (38)         (367)          (302)
          Increase  in other assets                                                            (79)          (65)           (71)
          Increase (decrease) in other liabilities                                             106             9           (407)
          Increase in minority interest in subsidiary                                            2             3              1

            Net cash provided by operating activities                                        5,281         4,246          3,773

INVESTING ACTIVITIES
    Proceeds from sale of investment securities available for sale                           3,932         4,973         14,672
    Proceeds from maturities of investment securities held to maturity                      19,670         3,474         17,627
    Proceeds from maturities of investment securities available for sale                    11,546         9,755          3,828
    Purchases of investment securities available for sale                                  (15,921)      (20,198)       (20,379)
    Purchases of investment securities held to maturity                                    (13,418)       (8,346)       (27,156)
    Net (increase) decrease in federal funds sold                                            7,300        (4,175)        11,275
    Net increase in loans                                                                  (32,702)       (8,129)       (12,874)
    Proceeds received from sale of premises and equipment                                        -             -              3
    Premises and equipment expenditures                                                       (457)       (2,522)        (1,026)

            Net cash used for investing activities                                         (20,050)      (25,168)       (14,030)

FINANCING ACTIVITIES
    Dividends paid                                                                          (1,432)         (955)          (794)  
    Net increase in deposits                                                                17,257        16,963         14,891  
    Increase (decrease) in securities sold under repurchase agreements                      (7,917)        7,699         (2,583)  
    Increase in federal funds purchased                                                      4,000             -              -
    Increase (decrease) in United States Treasury demand notes                               1,553        (1,728)             2  
    Treasury stock transactions (net)                                                           53            (4)            83  

            Net cash provided by financing activities                                       13,514        21,975         11,599  

            Net increase (decrease) in cash and due from banks                              (1,255)        1,053          1,342  

CASH AND DUE FROM BANKS, BEGINNING OF YEAR                                                  15,605        14,552         13,210

CASH AND DUE FROM BANKS, END OF YEAR                                                  $     14,350  $     15,605  $      14,552

CASH PAID FOR
    Interest                                                                          $     10,580  $      9,772  $       8,002  

    Income taxes                                                                      $      1,915  $      1,727  $       1,611  
</TABLE>


See Notes to Consolidated Financial Statements which are an integral part
of these statements.

                                        37
<PAGE>
                             CNB CORPORATION AND SUBSIDIARY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation and nature of operations
     The consolidated financial statements include the accounts of CNB
Corporation ("the Company") and its majority-owned subsidiary, The Conway
National Bank ("the Bank").  All significant intercompany balances and
transactions have been eliminated.  The Bank operates under a national bank
charter and provides full banking services to customers.  The Bank is subject
to regulation of the Office of the Comptroller of the Currency and the
Federal Deposit Insurance Corporation.  The Company is subject to regulation
of the Federal Reserve Board.

Estimates
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities 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
     In 1994, the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity
Securities."  Stockholders' equity at the beginning of 1994 was restated to
reflect the effect of a change in accounting principle.  Adoption of the
standard had no effect on net income.
     Debt securities are classified upon purchase as available for sale, held
to maturity or trading.  Such assets classified as available for sale are
carried at market value.  Unrealized holding gains or losses are reported as
a component of stockholders' equity net of deferred income taxes.  Securities
classified as held to maturity are carried at cost, adjusted for the
amortization of premiums and the accretion of discounts.  In order to qualify
as held to maturity the Company must have the intent and ability to hold the
securities to maturity.  Trading securities are carried at market value.  The
Company has no trading securities.  Gains or losses on disposition of
securities are based on the difference between the net proceeds and the
adjusted carrying amount of the securities sold, using the specific
identification method.

Loans 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)

                                         38

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

Loans and interest income, continued

     The Company adopted SFAS No. 114, Accounting by Creditors for Impairment
of a Loan on January 1, 1994.  This standard requires that all creditors
value loans at the loans 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 loans 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.  The adoption of the
standards required no increase in the allowance for loan losses and had no
impact on net income for the year ended December 31, 1994.
        
     Under SFAS No. 114, as amended by SFAS No. 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 recorded
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 after January 1, 1994.  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, 1996 and 1995, 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-off's in future periods will not exceed the allowance
for loan losses or that additional increases in the allowance for loan losses
will not be required.

Premises and equipment
     Premises and equipment are stated at cost less accumulated depreciation and
amortization.  Depreciation and amortization are computed over the estimated
useful lives of the assets using primarily accelerated methods.  Additions to
premises and equipment and major replacements or improvements are capitalized
at cost.  Maintenance, repairs and minor replacements are expensed when
incurred.  Gains and losses on routine dispositions are reflected in current
operations.




                                                                (Continued)

                                     39


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

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.

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 $293,711, $349,805 and $242,138 were included in the
Companys results of operations for 1996, 1995, and 1994, 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 statements purposes) and
operating loss and tax credit carryforwards.  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 asset
will not be realized.
        
Net income per share
     Net income per share is computed on the basis of the weighted average
number of common shares outstanding, 477,496 in 1996, 477,820 in 1995 and
476,370 in 1994.  Per share data has been restated to reflect stock
dividends.

 Recently issued accounting standards
     Accounting standards that have been proposed or issued by standard-setting
groups that do not require adoption until a future date will have no material
impact on the financial statements upon adoption.
        
Fair values of financial instruments
     Statement of Financial Accounting Standards No. 107, "Disclosures About
Fair Value of Financial Instruments," as amended by SFAS No. 119, requires 
disclosure of fair value information for financial instruments, whether or
not recognized in the balance sheet, when it is practicable to estimate the
fair value. SFAS No. 107 defines a financial instrument as cash, evidence of
an ownership interest in an entity or contractual obligations which require
the exchange of cash or other financial instruments.  Certain items are
specifically excluded from the disclosure requirements, including the
Company's common stock.  In addition, other nonfinancial instruments such as
premises and equipment and other assets and liabilities are not subject to
the disclosure requirements.





                                                             (Continued)

                                   40


<PAGE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
     
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.

     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.


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, 1996 and 1995 were
approximately $5,112,000 and $4,306,000, respectively.











                                                                   
                                                          (Continued)

                                   41


<PAGE>
NOTE 3 - INVESTMENT SECURITIES

        The book value and approximate fair value of investment securities are
summarized as follows (amounts in thousands):
<TABLE>
<CAPTION>
                                                                                1996
                                                 Amortized             Unrealized  Holding             Fair      
                                                   cost                Gains        Losses            value     
<S>                                           <C>                  <C>           <C>             <C>
         AVAILABLE FOR SALE
            United States Treasury
               Within one year                $      15,533        $        52   $       22      $      15,563
               One to five years                     16,262                169           27             16,404
                                                     31,795                221           49             31,967
            Federal agencies
               One to five years                     29,072                 48          169             28,951
               After ten years                          784                  -           18                766
                                                     29,856                 48          187             29,717
            State, county and municipal
               One to five years                        326                 12            -                338
            Other - restricted
               Federal Reserve Bank stock               116                  -            -                116
               Total available for sale       $      62,093        $       281   $      236      $      62,138
         HELD TO MATURITY
            United States Treasury
               Within one year                $      17,066        $        20   $       30      $      17,056
               One to five years                     23,703                154          176             23,681
                                                     40,769                174          206             40,737
            Federal agencies
               One to five years                     13,320                 97          110             13,307
               Six to ten years                       2,002                  -           35              1,967
                                                     15,322                 97          145             15,274
            State, county and municipal
               Within one year                        1,112                  2            2              1,112
               One to five years                      6,950                302           15              7,237
               Six to ten years                       5,626                 20           75              5,571
               After ten years                          370                  5            -                375
                                                     14,058                329           92             14,295
               Total held to maturity         $      70,149        $       600   $      443      $      70,306


                                                                             1995
         AVAILABLE FOR SALE                                          
            United States Treasury
               Within one year                $      11,022        $        19   $       21      $      11,020
               One to five years                     28,674                591           37             29,228
                                                     39,696                610           58             40,248
            Federal agencies
               Within one year                          417                  3           -                 420
               One to five years                     20,181                179           19             20,341
               After ten years                          913                  1           15                899
                                                     21,511                183           34             21,660
            State, county and municipal
               One to five years                        326                 16           -                 342
            Other - restricted
               Federal Reserve Bank stock               116                  -            -                116
               Total available for sale       $      61,649        $       809   $       92      $      62,366
</TABLE>
                                                                   (Continued)

                                        42
<PAGE>
NOTE 3 - INVESTMENT SECURITIES, Continued
<TABLE>
<CAPTION>
                                                                               1995
                                                 Amortized             Unrealized Holding             Fair      
                                                   cost                 Gains        Losses          value      
         <S>                                  <C>                  <C>           <C>             <C>          
         HELD TO MATURITY
            United States Treasury
               Within one year                $      13,077        $        59   $        5      $      13,131
               One to five years                     38,875                378          145             39,108
                                                     51,952                437          150             52,239
            Federal agencies
               Within one year                        5,007                 69           -               5,076
               One to five years                      3,004                 65           -               3,069
               Six to ten years                       2,002                 34           -               2,036
                                                     10,013                168           -              10,181
            State, county and municipal
               Within one year                        1,674                 17            1              1,690
               One to five years                      6,216                273            8              6,481
               Six to ten years                       6,069                120           35              6,154
               After ten years                          478                  8           -                 486
                                                     14,437                418           44             14,811
               Total held to maturity         $      76,402        $     1,023   $      194      $      77,231
</TABLE>
         Investment securities with an aggregate par value of approximately
$55,665,000 at December 31, 1996 and $66,115,000 at December 31, 1995 were
pledged to secure public deposits and for other purposes.

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

NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES

         Following is a summary of loans by major classification (amounts in
thousands):
<TABLE>
<CAPTION>
                                                                        December 31, 
 
                                                               1996                     1995 
            <S>                                                <C>                      <C>
            Real estate - mortgage                             $        111,474         $        95,451   
            Real estate - construction                                   15,148                   5,453   
            Commercial and industrial                                    28,105                  23,133   
            Loans to individuals for household, family and
               other consumer expenditures                               29,642                  28,095   
            Agriculture                                                   1,328                   1,032   
            All other loans, including overdrafts                           236                     334    
                                                               $        185,933         $       153,498   
</TABLE>
     The Company's loan portfolio consisted of approximately $129,833,000 and
$105,744,000 in fixed rate loans as of December 31, 1996 and 1995,
respectively.  At December 31, 1996, fixed rate loans with maturities in
excess of one year amounted to approximately $93,017,000.
                                                                     
                                                                 (Continued)
                                               43
<PAGE>

NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES, Continued
         Changes in the allowance for loan losses are summarized as follows
(amounts in thousands):
<TABLE>
<CAPTION>
                                                 1996                1995             1994 
<S>                                        <C>                 <C>                <C>
Balance, beginning of year                 $      2,242        $       2,220      $ 2,170         
Recoveries of loans previously charged
     against the allowance                          197                  361          211         
Provided from current year's income                 360                  110          295         
Loans charged against the allowance                (429)                (449)        (456)      

Balance, end of year                       $      2,370        $       2,242      $ 2,220      
</TABLE>
     At December 31, 1996 and 1995, non-accrual loans totaled $377,000 and
$479,000, respectively.  The total amount of interest earned on non-accrual
loans was $7,000 in 1996, $2,000 in 1995 and $22,000 in 1994.  The gross
interest income which would have been recorded under the original terms of
the non-accrual loans amounted to $45,000 in 1996, $60,000 in 1995 and
$93,000 in 1994.  As of December 31, 1996 and 1995, the Company had no
impaired loans.

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

<TABLE>
<CAPTION>
                                                                     1996               1995
            <S>                                                <C>                 <C>
            Land and buildings                                 $       8,358       $      8,175   
            Furniture, fixtures and equipment                          5,404              5,454   
                                                                      13,762             13,629   
            Less accumulated depreciation and amortization             6,941              6,463   
                                                                       6,821              7,166   
            Construction in progress                                      45                 -    
                                                               $       6,866       $      7,166   
</TABLE>
     Depreciation and amortization of bank premises and equipment charged to
operating expense totaled $757,000 in 1996, $666,000 in 1995 and $623,000 in
1994.

NOTE 6 - DEPOSITS

     At December 31, 1996 and 1995, certificates of deposit of $100,000 or more
totaled approximately $34,318,000 and $28,507,000, respectively.  Interest
expense on these deposits was approximately $1,639,000 in 1996,  $1,182,000
in 1995 and $750,000 in 1994.






                                        44
<PAGE>
NOTE 7 - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

         Securities sold under repurchase agreements are summarized as follows
(amounts in thousands):

<TABLE>
<CAPTION>

                                                                                  December 31,

                                                                            1996               1995  

<S>                                                                   <C>                 <C>
            U. S. Government securities with a book value of $42,181
               ($42,174 market value) and $52,193 ($52,543 market 
               value) at December 31, 1996 and 1995, respectively, 
               are used as collateral for the agreements.              $      29,018       $     36,935
</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 4.71 and 5.10 percent at December 31, 1996 and 1995,
respectively.  Securities sold under repurchase agreements averaged
$39,440,000 and $39,332,000 during 1996 and 1995, respectively.  The maximum
amounts outstanding at any month-end were $45,333,000 and $47,707,000 during
1996 and 1995, respectively.


NOTE 8 - LINES OF CREDIT

         At December 31, 1996, the Bank had unused short-term lines of credit
totaling $17,000,000 to purchase Federal Funds from unrelated banks.  These
lines of credit are available on a one to seven day basis for general
corporate purposes of the Bank.  All of the lenders have reserved the right
to withdraw these lines at their option.

         The Company has a demand note through the U.S. Treasury, Tax and Loan
system with the Federal Reserve Bank of Richmond.  The Company may borrow up
to $5,000,000 under the arrangement at an interest rate of 5.15%.  The note
is secured by U.S. Treasury Notes with a market value of $5,996,000 at
December 31, 1996.  The amount outstanding under the note totaled $2,319,000
and $766,000 at December 31, 1996 and 1995, respectively.

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>
                                                        1996             1995              1994                          
                                                    Amount   %     Amount    %       Amount    %                        
<S>                                                 <C>    <C>     <C>     <C>       <C>     <C>
Tax expense at statutory rate                      $2,101  34.0%   $1,881  34.0%     $1,752  34.0%
   Increase (decrease) in taxes resulting from:
    Tax exempt interest                              (253) (4.1)     (293) (5.3)       (330) (6.4)
     State bank tax (net of federal benefit)          121   2.0       115   2.1         158   3.0  
     Other - net                                      126   2.0        74   1.3          77   1.5      
     Tax provision                                $ 2,095  33.9%   $1,777  32.1%     $1,657  32.1%                      
</TABLE>

                                                                  (Continued)
                                     45
<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):
<TABLE>
<CAPTION>
                                              1996                1995      1994
<S>                                     <C>                 <C>           <C>
     Income taxes currently payable                             
         Federal                        $      1,828        $      1,484  $1,469                   
         State                                   178                 159     158         
                                               2,006               1,643   1,627                   
     Tax consequences of differences
         Loan losses                             (43)                 (7)     47         
         Depreciation                             39                  80     (57)        
         Change of accounting method               -                 (13)    (17)
         Accretion on investments                 20                  63       8         
         Other                                    73                  11      49         

         Provision                      $      2,095        $      1,777  $1,657                   
</TABLE>
     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:
<TABLE>
<CAPTION>
                                                      December  31,
                                                  1996            1995 

     <S>                                          <C>             <C>
     Deferred tax assets:
     Allowance for loan losses deferred
      for tax purposes                            $ 806           $ 762
         Other                                       16              16
              Gross deferred tax assets             822             778
              Less valuation allowance             (799)           (679)
              Net deferred tax assets                23              99
     Deferred tax liabilities:
     Unrealized net gains on securities
      available for sale                            (18)           (287)
         Accumulated discount accretion            (150)           (130)
         Depreciation for income tax reporting
          in excess of amount
              for financial reporting              (349)           (356)
              Gross deferred tax liabilities       (517)           (773)
              Net deferred tax liability          $(494)          $(674)
</TABLE>
     A portion of the change in the net deferred tax liability relates to the
change in unrealized net gains on securities available for sale.  The related
current period deferred tax credit of $268,800 has been recorded directly to
stockholders' equity.  The balance of the change in the net deferred tax
liability results from the current period deferred tax expense.


                                                                
                                                                    
                                                                  (Continued)

                                   46
<PAGE>
NOTE 10 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

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

     The contract value of the Company's off-balance-sheet financial instruments
is as follows as of December 31, 1996 (amounts in thousands):
                                                           Contract
                                                            amount 
              Commitments to extend credit             $     11,234
              Standby letters of credit                $        906

      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.


NOTE 11 - COMMITMENTS AND CONTINGENCIES

     At December 31, 1996, the Bank was obligated under a number of non-
cancelable operating leases on equipment and land used for branch offices
that had an initial or remaining term of more than one year.  Future minimum
rental payments under these leases at December 31, 1996 were (amounts in
thousands):
<TABLE>
<CAPTION>

     Payable in year ending                                                                                          Amount
     <S>                                                                                                            <C>
              1997                                                                                                  $    53
              1998                                                                                                       55
              1999                                                                                                       56
              2000                                                                                                       57
              2001                                                                                                        8
              2002 and thereafter                                                                                        59
                   Total future minimum payments required                                                           $   288
</TABLE>
     Lease payments under all operating leases charged to expense totaled
$61,000 in 1996, $23,000 in 1995 and $54,000 in 1994.  The leases provide
that the lessee pay property taxes, insurance and maintenance cost.

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


                                                                  (Continued)

                                        47

<PAGE>
 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, 1996 the Bank's retained earnings were $28,698,000.

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, 1996 and 1995, were $1,895,000 and $2,025,000,
respectively.  During 1996, $259,000 of new loans were made to this group and
repayments of $389,000 were received.

NOTE 14 - EMPLOYEE BENEFIT PLAN

     The Bank has a defined contribution pension plan covering all employees who
have attained age twenty-one and have a minimum of one year of service.  Upon
ongoing approval of the Board of Directors, the Bank matches one-hundred
percent of employee contributions up to one percent of employee salary
deferred and fifty percent of employee contributions in excess of one percent
and up to six percent of salary deferred.  The Board of Directors may also
make discretionary contributions to the Plan.  For the years ended December
31, 1996, 1995 and 1994, $336,000,  $266,000 and $295,000, respectively, was
charged to operations under the plan.

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

NOTE 15 - REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered
by the federal banking agencies.  Failure to meet minimum capital requirements
can initiate certain mandatory, and possibly additional discretionary, actions
by regulators that, if undertaken, could have a direct material effect on the
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, 1996,
that the Bank meets all capital adequacy requirements to which it is subject.







                                                              
                                                              (Continued)

                                          48
<PAGE>
NOTE 15 - REGULATORY MATTERS, Continued

As of December 31, 1996, 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 institution's category.  The Bank's actual capital amounts and
ratios and minimum regulatory amounts and ratios are presented as follows:

<TABLE>
<CAPTION>
                                                                                                        To be well capitalized
                                                                           For Capital                  under prompt corrective
                                                                        adequacy purposes                action provisions
                                          Actual                             Minimum                         Minimum
                                  Amount           Ratio            Amount               Ratio         Amount         Ratio    
As of December 31, 1996                                                  (amounts in $000)
<S>                         <C>                     <C>       <C>                       <C>    <C>                        <C>
   Total Capital (to risk  
      weighted assets)      $          34,932       18.47 %   $         15,132          8.0%   $         18,915           10.0%
   Tier I Capital (to risk
      weighted assets)                 32,568       17.22                7,566          4.0              11,349            6.0
   Tier I Capital (to
      average assets)                  32,568        9.53               13,676          4.0              17,095            5.0
As of December 31, 1995
   Total Capital (to risk
      weighted assets)                 32,030       19.83               12,923          8.0              16,154           10.0
   Tier I Capital (to risk
      weighted assets)                 30,011       18.58                6,462          4.0               9,692            6.0
   Tier I Capital (to
    average assets)                    30,011        9.51               12,629          4.0              15,786            5.0
</TABLE>
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>
<CAPTION>
                                                         1996                                          1995
                                            Carrying               Fair                 Carrying              Fair
                                             amount                value                amount                value
     <S>                                 <C>                  <C>                   <C>                  <C>
     FINANCIAL ASSETS
         Cash and due from banks         $        14,350      $        14,350       $        15,605      $        15,605
         Federal funds sold                            -                    -                 7,300                7,300
         Investment securities
          held to maturity                        70,149               70,306                76,402               77,231
         Investment securities
          available for sale                      62,138               62,138                62,250               62,250
         Loans                                   185,933              184,065               153,498              153,301
     FINANCIAL LIABILITIES
         Deposits                                268,413              268,514               251,156              251,266
         Securities sold under
          repurchase agreements                   29,018               29,173                36,935               37,093
         Federal funds purchased                   4,000                4,000                     -                    -
         U. S. Treasury demand notes               2,319                2,319                   766                  766
     OFF-BALANCE-SHEET INSTRUMENTS
         Commitments to extend credit             11,234               11,234                12,323               12,323
         Standby letters of credit                   906                  906                 1,313                1,313
</TABLE>
                                                                  (Continued)
                                          49
<PAGE>
NOTE 17 - PARENT COMPANY INFORMATION
         Following is condensed financial information of CNB Corporation
(parent company only) (amounts in thousands):
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                        December 31,     
                                                 1996                 1995
<S>                                       <C>                  <C>
ASSETS
    Cash                                  $         3,078      $         2,927
    Investment in subsidiary                       32,571               30,418
    Land                                              245                  245
    Other assets                                       37                   37
                                          $        35,931      $        33,627
LIABILITIES AND STOCKHOLDERS' EQUITY
    Dividends payable                     $         1,435      $         1,432
    Stockholders' equity (net of $101
     and $133 of treasury stock)                   34,496               32,195
                                          $        35,931      $        33,627
</TABLE>
                   CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                        For the years ended December 31,
                                               1996                  1995                  1994
<S>                                     <C>                   <C>                  <C>
INCOME
  Dividend from bank subsidiary         $         1,548       $         1,549      $         1,161
  Other income                                       11                     2                   -
                                                  1,559                 1,551                1,161
EXPENSES
  Sundry                                             30                    22                   21
     Income before equity in
       undistributed net income
       of bank subsidiary                         1,529                 1,529                1,140
EQUITY IN UNDISTRIBUTED NET INCOME
  OF SUBSIDIARY                                   2,555                 2,227                2,357
     Net income                         $         4,084       $         3,756      $         3,497
</TABLE>
                   CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                       For the years ended December 31,
                                               1996                   1995                1994
<S>                                     <C>                   <C>                  <C>            
OPERATING ACTIVITIES
    Net income                          $         4,084       $         3,756      $         3,497
    Adjustments to reconcile net
      income to net cash provided
         by operating activities
         Equity in undistributed net
      income of bank subsidiary                  (2,555)              (2,227)               (2,357)
         Change in other assets                       -                     -                  (30)
           Net cash provided by
             operating activities                 1,529                 1,529                1,110
</TABLE>
                                                                   (Continued) 
                                           50
<PAGE>
NOTE 17 - PARENT COMPANY INFORMATION, Continued

                  CONDENSED STATEMENTS OF CASH FLOWS, Continued
<TABLE>
<CAPTION>
                                                  For the years ended December 31, 
                                          1996                 1995                   1994
<S>                              <C>                   <C>                  <C>
INVESTING ACTIVITIES
    Proceeds received
      from sale of land                        -                     -                  242
FINANCING ACTIVITIES
    Dividends paid                        (1,432)                 (955)                (794)
    Sale (purchase) of
      treasury stock - net                    54                   (5)                   83
       Net cash used for
         financing activities             (1,378)                 (960)                (711)
       Net increase in cash                  151                   569                  641
CASH, BEGINNING OF YEAR                    2,927                 2,358                1,717
CASH, END OF YEAR                $         3,078       $         2,927      $         2,358
</TABLE>

NOTE 18 - QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
Unaudited condensed financial data by quarter for 1996 and 1995 is as follows 
(amounts, except per share data, in thousands):
                                                                       Quarter ended
     1996                                  March 31              June 30           September 30          December 31
<S>                                    <C>                  <C>                 <C>                   <C>
Interest income                        $         5,841      $         6,012     $           6,196     $          6,447
Interest expense                                 2,675                2,634                 2,631                2,639
     Net interest income                         3,166                3,378                 3,565                3,808
Provision for loan losses                           50                   90                    90                  130
     Net interest income after
          provision for loan losses              3,116                3,288                 3,475                3,678
Noninterest income                                 742                  740                   846                  687
Noninterest expenses                             2,481                2,574                 2,489                2,849
     Income before income taxes                  1,377                1,454                 1,832                1,516
Income taxes                                       450                  498                   611                  536
     Net income                        $           927      $           956     $           1,221     $            980
Net income per share                   $          1.94      $          2.00     $            2.56     $           2.05
Weighted average shares outstanding            477,241              477,257               477,304              477,496
</TABLE>






                                                                   (Continued)

                                          51
<PAGE>
NOTE 18 - QUARTERLY FINANCIAL DATA (UNAUDITED), Continued
<TABLE>
<CAPTION>
                                                                       Quarter ended
     1995                                  March 31              June 30           September 30          December 31
<S>                                   <C>                  <C>                 <C>                   <C>
Interest income                       $         5,396      $         5,649     $           5,736     $       5,820
Interest expense                                2,296                2,542                 2,619             2,658
     Net interest income                        3,100                3,107                 3,117             3,162
Provision for loan losses                          65                   15                    25                 5
     Net interest income after
          provision for loan losses             3,035                3,092                 3,092             3,157
Noninterest income                                663                  710                   789               792
Noninterest expenses                            2,355                2,550                 2,330             2,558
     Income before income taxes                 1,343                1,252                 1,551             1,387
Income taxes                                      414                  415                   486               462
     Net income                       $           929      $           837     $           1,065     $         925
Net income per share                  $          1.94      $          1.75     $            2.23     $        1.94
Weighted average shares outstanding           477,953              478,045               477,945           477,820

</TABLE>

ITEM 9. - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.












                                         52
<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
       (69)                                    1958                2000             Chairman of the Board   28,313(1) 5.92
                                                                                    The President of the        
                                                                                    Bank from November                   
                                                                                    1985 to February 
                                                                                    1988.
 W. Jennings Duncan                                                
       (41)                                    1984                1998             President.  Executive   13,440(2) 2.81
                                                                                    Vice President of the 
                                                                                    Bank from November 
                                                                                    1985 to February 1988.
                                        
 Dr. R. C. Smith
       (82)                                    1959                1998             Past Chairman of the     2,492     .52         
                                                                                    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.  
       (51)                                    1984                1998             President of Surfside    3,887     .81
                                                                                    Rent Mart,Inc., a 
                                                                                    general rental company 
                                                                                    located in Surfside 
                                                                                    Beach, S.C., since 
                                                                                    1992. Private real 
                                                                                    estate investor from 
                                                                                    1988 to 1991.  
                                                                                    Previously, Mr. 
                                                                                    Barnette was General
                                                                                    Manager of Coastal 
                                                                                    Golf Corp., Burning 
                                                                                    Ridge Corp., and 
                                                                                    Indian Wells Golf 
                                                                                    Club, which own and 
                                                                                    operate golf courses 
                                                                                    in the Myrtle Beach, 
                                                                                    South Carolina area.
</TABLE>
                                       53
<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.   
     (67)                                       1963               1999             Retired in 1995 as         20,229(3) 4.23
                                                                                    President of Dargan   
                                                                                    Construction Company,   
                                                                                    Inc.               
                                                                                                   
                                                                                                       

 Charles C. Cutts                               1945               1999             Retired.                   16,969(4) 3.55
     (91)

*Paul R. Dusenbury                             Has not             2000             Treasurer.Vice President      670(5)  .14
     (38)                                      served on                            and Cashier of the Bank 
                                               the Board                            since 1988.
                                               of Directors.

 G. Heyward Goldfinch  
     (78)                                      1976                1999             Retired.  Director          1,550     .32
                                                                                    of Goldfinch's, Inc.,
                                                                                    a funeral home, and of
                                                                                    Hillcrest Cemetery of
                                                                                    Conway, Incorporated.
*John Monroe J. Holliday      
     (80)                                       1969               2000             President of Palmetto      12,189(6) 2.55
                                                                                    Farms Corp. and partner
                                                                                    in Holliday Associates,
                                                                                    diversified agricul-
                                                                                    tural, real estate
                                                                                    development, and retail 
                                                                                    companies headquartered
                                                                                    in Horry County, South 
                                                                                    Carolina.

 Robert P. Hucks                                1993               1999             Executive Vice President    1,420(7)  .30
     (51)                                                                           Served as Vice President
                                                                                    and Cashier of the Bank 
                                                                                    from 1985 to 1988.

*Richard M. Lovelace, Jr.
     (50)                                       1984               2000             Attorney in private         1,280(8)  .27
                                                                                    practice with Lovelace
                                                                                    & Rogers, P.A. in 
                                                                                    Conway, South Carolina.
 John K. Massey     
     (82)                                       1959               1998             Retired.                    3,778(9)  .79

 Howard B. Smith, III  
     (48)                                       1993               1999             Practicing certified        1,915     .40
                                                                                    public accountant with
                                                                                    Smith, Sapp, Bookhout,
                                                                                    Crumpler & Calliham, 
                                                                                    P.A. in Myrtle Beach, 
                                                                                    South Carolina.
</TABLE>

* Nominee for election to the Board of Directors.         







                                    54

<PAGE>
      Except as indicated below, each director or director nominee of the
company has sole voting and investment  power  with respect to all shares of
Company stock owned by such director or director nominee.  The address of
each director  or director nominee is c/o The Conway National Bank, Post
Office Drawer 320, 1400 Third Avenue, Conway, South Carolina  29526.  All
directors and officers of the Company and its subsidiary, The Conway National
Bank, as a group (42 persons), own 119,983 (25.10%) shares of Company stock.

       (1)  Includes 10,190 shares  held  by  Harriette B. Duncan (wife). 

       (2)  Includes 358 shares held  by  Robin F. Duncan (wife);  1,669
shares held by Ann Louise Duncan (daughter); 1,669 shares held by  Mary 
Kathryn Duncan (daughter); 1,669 shares  by  Willis Jennings Duncan, V 
(son); and 1,669 shares  by  Margaret  Brunson  Duncan (daughter).

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

       (4)  Includes 10,159 shares held by Eugenia B. Cutts (wife).    

       (5)  Includes 100 shares held by Jennifer S. Dusenbury (wife); 30
shares held by Elena Cox Dusenbury (daughter); and 30 shares held by Sarah
Cherry Dusenbury (daughter).

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

       (7)  Includes 200  shares  held  by  Willie Ann Hucks  (wife); 20
shares held by Mariah J. Hucks (daughter); 50 shares held by Norah Leigh
Hucks (daughter); and 150 shares held by Robert P. Hucks, II (son).

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

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

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

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

       


                                    55 
<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 1997
Annual Meeting to serve for a three (3) year term.  Directors in Class I will
be elected at the 1998 Annual Meeting to serve for a three (3) year term  and 
Directors in Class II will be elected at the 1999 Annual Meeting to serve for
a three (3) year term.  Currently, there are twelve  (12) Directors, with
three (3) directors in Class III.  The Board of Directors has passed a
resolution increasing the total number of Directors from twelve (12) to
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 is so elected.  The Chairman of the meeting may refuse to acknowledge
the nomination of any person not made in compliance  with the foregoing
procedures.  The members of the Executive Committee are Charles C. Cutts,
Willis J. Duncan, W. Jennings Duncan, and Dr. R. C. Smith.
   
       In addition, the Board of Directors of the Bank has Audit, Loan,
Public Relations, and Building Committees.  The members of the Audit
Committee are  Charles  C. Cutts, John  Monroe J. Holliday, John K. Massey, 










                                    56
<PAGE>
Howard B. Smith, III, and  Dr.  R. C. Smith.   The  members  of  the Loan
Committee are  James  W. Barnette, Jr.,  Harold G. Cushman, Jr., Willis J.
Duncan, W. Jennings Duncan,  G. Heyward Goldfinch, Robert P. Hucks, and
Richard M. Lovelace, Jr. The members of the Public Relations Committee are
James W. Barnette, Jr., G. Heyward Goldfinch, and  John  K.  Massey.   The
members of the Building Committee are  James  W.  Barnette, Jr., Harold G.
Cushman,  Jr., Willis J. Duncan, W. Jennings Duncan, and Robert P. Hucks, 
Willis  J. Duncan, Chairman of  the  Board, and  W. Jennings Duncan,
President, are ex officio members of each of  these committees of the Board
with the exception of the Audit Committee.

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

       During 1996, the Company's Board of Directors met two (2) times;  the
Bank's Board of Directors met twelve (12) times; the Executive Committee met
eleven (11) times; the Audit Committee met nine (9) times;  the Loan
Committee met twelve (12) times;  the  Building Committee met one (1) time;
and the Public Relations Committee  did not meet.  With the exceptions of
John Monroe J. Holliday and Howard B. Smith, III, 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                          69       Chairman of the Board (1)

W. Jennings Duncan                        41       President and Director (1)

Robert P. Hucks                           51       Executive Vice President and
                                                   Director (1)
     
Verta Lee Chestnut                        58       Secretary

Paul R. Dusenbury                         38       Treasurer  (1)     
                                                   (Chief Financial Officer and 
                                                   Chief Accounting Officer)
_________________
(1) Executive Officer

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








                                    57
<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 1996, all executive officer
compensation levels were below  the midpoint as established  by the JESAP
process.

<TABLE>
<CAPTION>
Summary Compensation Table


                        Annual Compensation             Long-Term Compensation
                                                          Awards          Payouts
                                                                      Long-
                                                     Rest-     Stock  Term
                                           Other     ricted   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  1996 121,740 15,640 2,985        0          0       0        9,131
President and       1995 110,145    865 2,570        0          0       0        7,159
Director of Bank    1994 101,256    944 2,072        0          0       0        7,594

Robert P. Hucks     1996 107,628 13,960 6,000        0          0       0        8,072
Executive Vice      1995  98,010    865   750        0          0       0        6,371
President and       1994  90,600    944     0        0          0       0        6,795
Director of Bank

Paul R. Dusenbury   1996  99,780 13,000 6,000        0          0       0        7,484
Vice President and  1995  90,380    865   750        0          0       0        5,875
Cashier of Bank     1994  83,100    944     0        0          0       0        6,233

</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.



                                          58
<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, 1996,  1995, and  1994,  $336,000, $266,000, and $295,000,
respectively, was charged to operations under the plan.

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


Performance Graphs

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











                                    59
<PAGE>  
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS (continued)
     

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

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

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

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

     Based solely on its review of copies of such reports received or written
representations from certain reporting persons, the Company believes that
during the fiscal year ended December 31, 1996, all Section 16(a) filing
requirements applicable to its officers, directors, and 10 percent
shareholders were complied with.























                                    60
<PAGE>                                       
ITEM 12.  SECURITY OWNERSHIP OF MANAGEMENT

         The following table sets  forth  as of December 31, 1996  certain
information regarding the ownership of  Company Stock  of  all officers and
directors of the Company.  No shareholder who is not an officer or director
of the Company is known to the management of the Company to be the beneficial
owner of more than five (5%) percent of the Company Stock.  The Company Stock
is the Company's only class of voting securities.   

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

Willis J. Duncan                   28,313                     5.9%
1400 Third Avenue
Conway, South Carolina  29526     

All Officers and Directors as a Group

(42 persons)  (2)                 119,983                    25.1%
_________________

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

(2)       Includes 28 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.         



















                                 61
<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, 1996 and 1995
Consolidated Statements of Income - Years ended December 31, 1996, 
  1995, and 1994
Consolidated Statements of Changes in Stockholders' Equity - Years 
  ended December 31, 1996, 1995, and 1994
Consolidated Statements of Cash Flows - Years Ended December 31,   
  1996, 1995, and 1994
Notes to Consolidated Financial Statements

                    FINANCIAL STATEMENT SCHEDULES

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

                             EXHIBITS 

See Exhibit Index appearing below.

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

                          EXHIBIT INDEX
Exhibit
Number

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

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

 27      Financial Data Schedule - Article 9 Financial Data        
         Schedule for 10-k for electronic filers (pages 64 and 65).
    
All other exhibits, the filing of which are required with this Form,
are not applicable.

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

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

                                 62
<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
17, 1997.

      Signature                                  Capacity

Willis J. Duncan                      Chairman of the Board
                  

W. Jennings Duncan                    President and Director


Robert P. Hucks                       Executive Vice President and
                                               Director

Verta Lee Chestnut                    Secretary


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


James W. Barnette, Jr.                Director 


Harold G. Cushman, Jr.                Director


Charles C. Cutts                      Director


G. Heyward Goldfinch                  Director


Richard M. Lovelace, Jr.              Director


John K. Massey                        Director 


Howard B. Smith, III                  Director







                                        63

<PAGE>