FORM 10-Q

                         SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C.  20549


Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE EXCHANGE
    ACT OF 1934


For the quarterly period ended     March 31, 1999
           
                                        OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from                        to                    


                           	___________________


For Quarter Ended March 31, 1999    Commission file number:  2-96350
                           

                                  CNB Corporation                           
               (Exact name of registrant as specified in its charter)


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

  P.O. Box 320, Conway, South Carolina              29526               
  (Address of principal executive offices)        (Zip Code)


(Registrant's telephone number, including area code):  (843) 248-5721       


	Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.  Yes  X     No 


The number of shares outstanding of the issuer's  $10.00 par value common stock
as of March 31, 1999 was 597,321.









<PAGE>	
CNB Corporation
                                                                        Page

PART I.    FINANCIAL INFORMATION    


Item 1.    Financial Statements:

           Consolidated Balance Sheets as of March 31, 1999,               1
           December 31, 1998 and March 31, 1998
                                    
           Consolidated Statement of Income for the Three Months           2
           Ended March 31, 1999 and 1998

           Consolidated Statement of Comprehensive Income               			3
           for the Three Months Ended March 31, 1999 and 1998
	    
	          Consolidated Statement of Changes in Stockholders'              4
           Equity for the Three Months Ended March 31, 1999
           and 1998                                                           

           Consolidated Statement of Cash Flows for the Three Months       5
           Ended March 31, 1999 and 1998                             

           Notes to Consolidated Financial Statements                   6-13  

Item 2.    Management's Discussion and Analysis of Financial           14-21
           Condition and Results of Operations

PART II.   OTHER INFORMATION          

Item 6.    Exhibits and Reports on Form 8-K                               22


SIGNATURE                                                                 23

































<PAGE>        



                         CNB Corporation and Subsidiary
                          Consolidated Balance Sheets
             (All Dollar Amounts, Except Per Share Data, in Thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                         March 31,   December 31,  March 31,
                                        	  1999         1998        1998
ASSETS:
<S>                                      <C>         <C>            <C>     
    Cash and due from banks			           $ 16,086	   $ 17,864	      $ 15,683
    Interest bearing deposits with banks	       0	          0	             0
    Investment Securities		 	              58,876	     60,648	        63,195
      (Fair values of $59,715 at
       March 31, 1999, $61,928 at 
       December 31, 1998, and $63,983      
       at March 31, 1998)           
    Securities Available for Sale	      	  82,973	     80,582	        59,300
      (Amortized cost of $82,937 at
       March 31, 1999, $79,874 at 
       December 31, 1998, and $58,874
       at March 31, 1998)
    Federal Funds sold and securities 
       purchased under agreement 
       to resell		                     		  37,175   	  27,100	        34,575
    Loans:
       Gross Loans	                   			 239,609	    230,099      	 227,140
       Less unearned income			               (811)	      (970)	       (1,089)
         Loans, net of unearned income	   238,798   	 229,129      	 226,051 
       Less reserve for possible 
          loan losses		                 	  (3,199)  	  (3,132)     	  (3,014)
         Net loans				                    235,599   	 225,997      	 223,037
    Bank premises and equipment		           7,326	      7,258	         6,780
    Other assets				                        7,149   	   6,910      	   6,654  
Total assets			                        		 445,184   	 426,359      	 409,224  

LIABILITIES AND STOCKHOLDERS' EQUITY:
    Deposits:
       Non-interest bearing	            		 74,496   	  66,303	        61,743
       Interest-bearing			                292,610   	 279,809      	 266,447  
          Total deposits			               367,106   	 346,112      	 328,190  
    Federal funds purchased and 
       securities sold under agreement 
       to repurchase				                   32,257   	  32,518	        37,098
    Other short-term borrowings		           1,131	      1,148	         1,672
    Other liabilities			                    2,394   	   5,380      	   3,275  
 Total liabilities		     	                402,888   	 385,158      	 370,235
   Stockholders' equity:
       Common stock, par value $10 per
       share:  Authorized 1,500,000 in
       1999 and 1998;  issued 598,687
       1n 1999 and 1998		               	   5,987	      5,987	         5,987
       Surplus				                         24,545	     24,538	        24,551
       Undivided Profits			                11,876	     10,448	         8,266
       Net Unrealized Holding		                22	        425      	     255
       Gains (Losses) on                          
        Available-For-Sale Securities               
         Less:  Treasury stock	              (134)  	    (197)	          (70)
            Total stockholders' equity     42,296 	    41,201      	  38,989  
           Total liabilities 
             and stockholders' equity     445,184   	 426,359      	 409,224  
 </TABLE>





                                     1 
<PAGE>	
                        CNB Corporation and Subsidiary
                       Consolidated Statement of Income
         (All Dollar Amounts, Except Per Share Data, in Thousands)
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                                March 31,
                                                            1999      1998
Interest Income:                                                            
<S>                                                       <C>       <C>        
  Interest and fees on loans                              $  5,097  $  5,093
  Interest on investment securities:
    Taxable investment securities                            1,929     1,687
    Tax-exempt investment securities                           180       179
    Other securities                                             0         0
  Interest on federal funds sold and securities 
    purchased under agreement to resell                        282       228
      Total interest income                                  7,488     7,187
                     
Interest Expense:
  Interest on deposits                                       2,809     2,742
  Interest on federal funds purchased and securities
    sold under agreement to repurchase                         337       398
  Interest on other short-term borrowings                       14        26
      Total interest expense                                 3,160     3,166
Net interest income                                          4,328     4,021
Provision for possible loan losses                             150       190
Net interest income after provision for possible
  loan losses                                                4,178     3,831
Other income:
  Service charges on deposit accounts                          612       590
  Gains/(Losses) on securities                                   0         0
  Other operating income                                       294       226
      Total other income                                       906       816 
Other expenses:
  Salaries and employee benefits                             1,843     1,661
  Occupancy expense                                            389       423
  Other operating expenses                                     730       670
      Total operating expenses                               2,962     2,754
Income before income taxes                                   2,122     1,893
  Income tax provision                                         694       657
Net Income                                                   1,428     1,236
                          
  Per share data: 
  Net income per weighted average shares outstanding      $   2.39  $   2.07

  Cash dividend paid per share                            $      0  $      0    

  Book value per actual number of shares outstanding      $  70.81  $  65.21   

  Weighted average number of shares outstanding            597,180   598,098
                    
  Actual number of shares outstanding                      597,321   597,900
</TABLE>











                                     2


<PAGE>	
                          CNB Corporation and Subsidiary
                 Consolidated Statements of Comprehensive Income
            (All Dollar Amounts, Except Per Share Data, in Thousands)
                                   (Unaudited)




<TABLE>
<CAPTION>
							                                       Three Months			
							                                          Ended
							                                         March 31,
						                                     	1999       		1998
<S>							                                  <C>		        <C>
Net Income		                            				$1,428     		$1,236

Other comprehensive income, net of tax

    Unrealized gains/(losses)
      on securities:
        Unrealized holding gains/(losses)	    (403)	         58
      during period
                          
Net Comprehensive Income		                		$1,025	      $1,294 

</TABLE>








































                                          3

<PAGE>
                           CNB Corporation and Subsidiary
            Consolidated Statement of Changes in Stockholders' Equity
                          (All Dollar Amounts in Thousands)
                                    (Unaudited)
<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                         March 31,
                                                
                                                     1999        1998
<S>                                                <C>         <C>
Common Stock:  
($10 par value; 500,000 shares authorized)                  
Balance, January 1		                         		     5,987       5,987
Issuance of Common Stock	                  			      None	       None 
Balance at end of period				                        5,987	      5,987



Surplus:
Balance, January 1				                        	    24,538	     24,552
Issuance of Common Stock	                 			      None      		None
Gain on sale of treasury stock	              		         7	          0 
Balance at end of period				                       24,545	     24,551 



Undivided profits:
Balance, January 1		                        			    10,448	      7,030
Net Income						                                    1,428	      1,236 
Cash dividends declared				                          None	       None 
Balance at end of period				                       11,876	      8,266 



Net unrealized holding gains/(losses) on
available-for-sale securities:
Balance, January 1                        					       425      		 197
Change in net unrealized gains/(Losses)		            (403)         58  
Balance at end of period				                           22	        255   



Treasury stock:
Balance, January 1                       				 	      (197)     		 (49)
Purchase of treasury stock				                        (63)     		(127)
Reissue of treasury stock				                         126         106  
Balance at end of period				                         (134)	       (70) 


							           	             
Total stockholders' equity	                 			    42,296 	    38,989  
</TABLE>

Note:  Columns may not add due to rounding.













                                     4
<PAGE>
                       CNB CORPORATION AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Unaudited)
<TABLE>
<CAPTION>   
                                         For the three-month period ended March 31,  
                                                      1999        1998  
<S>                                                 <C>         <C>
OPERATING ACTIVITIES                
  Net income                                        $ 1,428     $  1,236
  Adjustments to reconcile net income to
    net cash provided by operating activities
    Depreciation                                        131          172    
    Provision for loan losses                           150          190
    Provision for deferred income taxes                (656)          49
    Loss (gain) on sale of investment 
     securities                                           0            0
    (Increase) decrease in accrued interest 
     receivable                                        (135)        (240)
    (Increase) decrease in other assets                 (65)         (79) 
    (Decrease) increase in other liabilities           (695)         267    
    
        Net cash provided by operating
          activities                                    158        1,595  
 
INVESTING ACTIVITIES
  Proceeds from sale of investment securities
   available for sale                                     0            0
  Proceeds from maturities of investment 
   securities held to maturity                        2,642       10,044 
  Proceeds from maturities of investment
   securities available for sale                      5,609        3,884
  Purchase of investment securities held to                                 
   Maturity                                            (870)      (3,000)
  Purchase of investment securities 
   available for sale                                (8,000)     (10,000)
  Decrease (increase) in interest-bearing
    deposits in banks                                     0            0
  (Increase) decrease in federal funds sold         (10,075)     (23,200)
  (Increase) decrease in loans                       (9,669)      (4,330)
  Premises and equipment expenditures                  (199)        (154)

        Net cash provided by (used for)
          investing activities                      (20,562)     (26,756)

FINANCING ACTIVITIES
  Dividends paid                                     (2,090)      (1,794)
  Increase (Decrease) in deposits                    20,994       26,863 
  (Decrease) increase in securities sold
    under repurchase agreement                         (261)       4,732
  (Decrease) increase in other 
    short-term borrowings                               (17)      (3,328)
  
        Net cash provided by (used for)
          financing activities                       18,626       26,473  

        Net increase (decrease) in cash
          and due from banks                         (1,778)       1,312
CASH AND DUE FROM BANKS, BEGINNING OF YEAR           17,864       14,371  

CASH AND DUE FROM BANKS, MARCH 31, 1999 AND 1998    $16,086     $ 15,683  

CASH PAID (RECEIVED) FOR:
  Interest                                          $ 3,545     $  3,200   
  Income taxes                                      $   530     $    131  

</TABLE>                            5 
<PAGE>	
CNB CORPORATION AND SUBSIDIARY (The "Corporation")

CNB CORPORATION (The "Parent")

THE CONWAY NATIONAL BANK (The "Bank")


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All Dollar Amounts in Thousands)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Net income per share - Net income per share is computed on the basis of the
weighted average number of common shares outstanding, 597,180 for the
three-month period ended March 31, 1999 and 599,098 for the three-month period
ended March 31, 1998.
            

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 amount of these reserve
balances for the three-month period ended March 31, 1999 and for the years
ended December 31, 1998 and 1997 were approximately $7,429, $6,839, and $5,909,
respectively.  












































                                     6
<PAGE>	
NOTE 3 - INVESTMENT SECURITIES

Investment securities with a par value of approximately $77,395 at March 31,
1999 and $74,500 at December 31, 1998 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 of investment securities
at March 31, 1999 and at December 31, 1998.     
<TABLE>     
<CAPTION>
                                                March 31, 1999
			                          Book       Unrealized Holding   Fair    
                             Value       Gains    Losses     Value   	 Yield(1)
<S>                        <C>           <C>      <C>        <C>      	<C>
AVAILABLE FOR SALE
  United States Treasury                                                        
   Within one year		       $ 5,006      	$   30	  $    -      $ 5,036	 6.08%
   One to five years		       5,967	         109	       -        6,076	 6.09 
	    			                    10,973	         139	       -       11,112	 6.09   
  Federal agencies
   Within one year		         6,176	          29	       -        6,205	 6.19
   One to five years	       65,347 	        294	     430       65,211	 5.63  
	    		                   	 71,523	         323	     430       71,416	 5.68  
  State, county and      
  municipal                                                                
   One to five years		         325	           4	       -          329	 7.90  
                       				    325	           4	       -          329	 7.90  
  Other Securities(Equity)	    116	           -	       -          116	  -     
  Total available for sale	$82,937	      $  466	  $  430      $82,973	 5.74%
 

HELD TO MATURITY               
  United States Treasury                 
   Within one year       		  8,002 	         78	       -        8,080	 6.35
   One to five years		       1,016 	         10	       -        1,026	 5.50  
				                         9,018	          88	       -        9,106	 6.25  
  Federal agencies
   Within one year       		  3,020   	       15		      -	       3,035	 5.74
   One to five years		      32,331	         355	      36       32,650	 6.14  
    				                    35,351	         370       36       35,685	 6.10  
  
  State, county and        
  municipal
   Within one year	       	  1,095	          23        -	       1,118	 9.82%
   One to five years		       8,436	         223        - 	      8,659	 7.48 
   Six to ten years		        4,805	         174        3	       4,976	 7.40
   After ten years		           171	           -        -	         171	 6.73  
 				                       14,507	         420	       3	      14,924	 7.62  
   Total held to maturity 	$58,876	      $  878	 $    39	     $59,715	 6.50%
</TABLE>      
(1) Tax equivalent adjustment based on a 34% tax rate.
          
As of the quarter ended March 31, 1999, the Bank did not hold any securities
of an issuer that exceeded 10% of stockholders' equity. The net unrealized
holding gains/(losses) on available-for-sale securities component of capital
is $22 as of March 31, 1999.










                                      7

<PAGE>	
NOTE 3 - INVESTMENT SECURITIES (Continued)
<TABLE>     
<CAPTION>
                                                December 31, 1998
		    		                     Book        Unrealized          Fair     
                             Value     Gains    Losses       Value   	Yield(1)
<S>                        <C>       <C>        <C>          <C>     	<C>
AVAILABLE FOR SALE
  United States Treasury                                                    
   Within one year	    	   $ 8,011   $   59    	$     -	     $ 8,070	 6.28%
   One to five years	    	   5,962      179 	         -	       6,141	 6.09% 
				                        13,973      238 	         -	      14,211	 6.20% 
  Federal agencies
   Within one year		         5,171       30	          -	       5,201	 6.20%   
   One to five years	 	     60,289      520	         87	      60,722	 5.77% 
 				                       65,460      550 	        87	      65,923	 5.81% 
  State, county and      
  municipal                                                                
   One to five years		         325        7 	         -	         332	 7.90% 
				
  Other - restricted
   Federal Reserve
    Bank Stock	 	              116        - 	         -	         116	 6.03% 
  
  Total available for sale	$79,874   $  795 	   $    87	     $80,582	 5.88%
 
HELD TO MATURITY               
  United States Treasury                 
   Within one year       		  6,995       81	          -	       7,076	 6.56%
   One to five years		       4,019       76 	         -	       4,095	 6.05%
				                        11,014      157 	         -	      11,171	 6.38% 
  Federal agencies
   Within one year       		  2,036      	 6	          -	       2,042	 5.50%		
   One to five years 	      33,350      615 	         -	      33,965	 6.14% 
				                        35,386      621 	         -	      36,007	 6.10%
       
  State, county and        
  municipal                                                                 
   Within one year	       	  1,236       11	          -	       1,247	 9.57%
   One to five years		       8,430      260	          -	       8,690	 7.69%
   Six to ten years 	   	    4,582      231 	         -	       4,813	 7.56%
 				                       14,248      502 	         -	      14,750	 7.81% 
   Total held to maturity 	$60,648   $1,280 	$        -	     $61,928	 6.56%
</TABLE>         
(1) Tax equivalent adjustment based on a 34% tax rate.
          
As of the quarter ended December 31, 1998, the Bank did not hold any securities
of an issuer that exceeded 10% of stockholders' equity. The net unrealized
holding gains/(losses) on available-for-sale securities component of capital
is $425 as of December 31, 1998.















                                     8
<PAGE>	 

NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES

     The following is a summary of loans at March 31, 1999 and December 31,
1998 by major classification:
<TABLE>
<CAPTION>
                                          March 31,           December 31,
                                            1999                  1998    
<S>                                      <C>                  <C>
Real estate loans - mortgage		           $  144,186	         	$ 142,039
                  - construction		           14,875	         	   15,560
Commercial and industrial loans		            44,278	         	   36,393
Loans to individuals for household,      
  family and other consumer expenditures	    32,235   	          32,669
Agriculture					                              2,297	              1,487
All other loans, including overdrafts	        1,738 	             1,951   
     Gross loans				                        239,609   	         230,099   
       Less unearned income			                 (811)	              (970) 
       Less reserve for loan losses	         (3,199)  	          (3,132)  
         Net loans				                      235,599   	         225,997   
</TABLE>       














































                                     9 
<PAGE>	 

NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES, continued

     Changes in the reserve for loan losses for the quarter ended March 31,
1999 and 1998 and the year ended December 31, 1998 are summarized as follows:
<TABLE>
<CAPTION>
                                                        Quarter Ended
                                                  March 31,      December 31,
                                  		           1999       1998       1998     
<S>                                      	   <C>        <C>        <C>
Balance, beginning of period		           	   $ 3,132	   $ 2,879    $ 2,879
Charge-offs:
   Commercial, financial, and agricultural	       23   	     46        189
   Real Estate - construction and mortgage	        0   	      1         14
   Loans to individuals				                      143	       116        553
       Total charge-offs			   	              $   166   	$   163    $   756
Recoveries:
   Commercial, financial, and agricultural   $    34	   $    30    $    89
   Real Estate - construction and mortgage	        0 	        1          5
   Loans to individuals				                       49   	     77        235
       Total recoveries				                  $    83	   $   108    $   329
Net charge-offs/(recoveries)			              $    83   	$    55    $   427
Additions charge to operations		   	         $   150	   $   190    $   680
Balance, end of period				                   $ 3,199	   $ 3,014    $ 3,132
                  
Ratio of net charge-offs during the period 
 to average loans outstanding during the	   	          	                    
 period		                             				       .04%	      .02%       .19%
 
</TABLE>
The entire balance is available to absorb future loan losses.

At March 31, 1999 and December 31, 1998 loans on which no interest was being
accrued totalled approximately $433 and $422, respectively; foreclosed real
estate totalled $0 and $0, respectively; and loans 90 days past due and still
accruing totalled $121 and $100, respectively. 

	OTHER INTEREST-BEARING ASSETS

The Bank maintained 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 provided 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 
had the option to have a policy reinsured by Pacific Mutual which was expected
to have the same account value and substantially the same contract terms as the
original policy or to receive the liquidation or "opt-out" value of the policy.
 

The Bank's independent external auditors revisited the facts and circumstances 
regarding the investment in the COLI program and 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.

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

As of March 31, 1999, the Company does not have any interest-bearing assets
that would be required to be disclosed under Item III.C.1. or 2. if such assets
were loans.
                                     10                                  
<PAGE>

NOTE 5 - PREMISES AND EQUIPMENT

  Property at March 31, 1999 and December 31, 1998 is summarized as follows:  

                                     March 31,         December 31, 
                                       1999                1998        

Land and buildings                   $  9,580           $  9,581
Furniture, fixtures and equipment       5,315              5,188
Construction in progress                   92                 19
                                     $ 14,987           $ 14,788
                               
Less accumulated depreciation and
   amortization                         7,661              7,530
                                     $  7,326           $  7,258

     Depreciation and amortization of bank premises and equipment charged to 
operating expense was $131 for the quarter ended March 31, 1999 and $693 for
the year ended December 31, 1998.
                                            	
NOTE 6 - CERTIFICATES OF DEPOSIT IN EXCESS OF $100,000

     At March 31, 1999 and December 31, 1998, certificates of deposit of
$100,000 or more included in time deposits totalled approximately $66,595 and
$61,328 respectively.  Interest expense on these deposits was approximately $841
for the quarter ended March 31, 1999 and $3,455 for the year ended December 31,
1998. 

NOTE 7 - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

     At March 31, 1999 and December 31, 1998, securities sold under repurchase 
agreements totalled $32,257 and $32,518.  U.S. Government securities with a
book value of $36,950 ($37,358 market value) and $35,127 ($35,672 market
value), respectively, are used as collateral for the agreements.  The weighted-
average interest rate of these agreements was 4.13 percent and 4.12 percent at
March 31, 1999 and December 31, 1998.   

NOTE 8 - LINES OF CREDIT 

     At March 31, 1999, the Bank had unused short-term lines of credit to
purchase Federal Funds from unrelated banks totalling $23,000.  These lines of
credit are available on a one to seven day basis for general corporate purposes
of the Bank.  All of the lenders have reserved the right to withdraw these lines
at their option. 

     The Bank has a demand note through the U.S. Treasury, Tax and Loan system
with the Federal Reserve Bank of Richmond.  The Bank may borrow up to $7,000
under the arrangement at a variable interest rate.  The note is secured by U.S.
Treasury and Agency Securities with a market value of $7,947 at March 31, 1999.
The amount outstanding under the note totalled $1,131 and $1,148 at March 31,
1999 and December 31, 1998, respectively.

NOTE 9 - INCOME TAXES 

     Income tax expense for the quarter ended March 31, 1999 and March 31, 1998
on pretax income of $2,122 and $1,893 totalled $694 and $657, respectively. The 
provision for federal income taxes is calculated by applying the 34% statutory 
federal income tax rate and increasing or reducing this amount due to any
tax-exempt interest, state bank tax (net of federal benefit), business credits,
surtax exemption, tax preferences, alternative minimum tax calculations, or
other factor.  A summary of income tax components and a reconciliation of income
taxes to the federal statutory rate is included in fiscal year-end reports.

     Effective January 1, 1992, the Company adopted the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
Taxes".  SFAS 109 replaces SFAS 96 beginning in 1993, with early implementation
permitted.  The impact of the adoption of SFAS 109 is not considered to be
material.



                                    11
<PAGE>	
NOTE 10 - COMMITMENTS AND CONTINGENT LIABILITIES  
 
     From time to time the bank subsidiary is a party to various litigation,
both as plaintiff and as defendant, arising from its normal operations.  No
material losses are anticipated in connection with any of these matters at
March 31, 1999.           
                                                               
     Also, in the normal course of business, the bank subsidiary has outstanding
commitments to extend credit and other contingent liabilities, which are not 
reflected in the accompanying financial statements.  At March 31, 1999,
commitments to extend credit totalled $23,404; financial standby letters of
credit totalled $162; and performance standby letters of credit totalled $343.
In the opinion of management, no material losses or liabilities are expected as
a result of these transactions. 
                                 
NOTE 11 - EMPLOYEE BENEFIT PLAN
                                                                        
     The Bank has a defined contribution pension plan covering all employees
who have attained age twenty-one and have a minimum of one year of service.
Upon ongoing approval of the Board of Directors, the Bank matches one-hundred
percent of employee contributions up to three percent of employee salary
deferred and fifty percent of employee contributions in excess of three percent
and up to five percent of salary deferred.  The Board of Directors may also make
discretionary contributions to the Plan.  For the quarter ended March 31, 1999
and years ended December 31, 1998, 1997 and 1996, $101, $378, $361, and $336,
respectively, was charged to operations under the plan.

NOTE 12 - REGULATORY MATTERS

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

     Quantitative measures established by regulation to ensure capital adequacy 
require the maintenance of minimum amounts and ratios (set forth in the table
below) of Tier I capital to adjusted total assets (Leverage Capital ratio) and
minimum ratios of Tier I and total capital to risk-weighted assets.  To be
considered adequately capitalized under the regulatory framework for prompt
corrective action, the Bank must maintain minimum Tier I leverage, Tier I
risk-based and total risked-based ratios as set forth in the table.  The Bank's
actual capital ratios are also presented in the table below as of March 31,
1999:
                                                               To be
                                                          well capitalized
                                               For          under prompt
                                         capital adequacy corrective action
                                            purposes         provisions     
                             Actual          Minimum           Minimum
                   	     Amount   Ratio   Amount  Ratio     Amount  Ratio   
Total Capital (to risk   $42,764  16.74%  $20,431  8.0%     $25,539  10.0%
 weighted assets)
Tier I Capital (to risk   39,572  15.49    10,216  4.0       15,323   6.0
 weighted assets)
Tier I Capital (to avg.   39,572   9.14    17,317  4.0       21,647   5.0 
 assets)








                                    12 
<PAGE>	
NOTE 13 - CONDENSED FINANCIAL INFORMATION

     Following is condensed financial  information of CNB Corporation (parent
company only):
                               CONDENSED BALANCE SHEET
                                     MARCH 31, 1999
                                      (Unaudited)
ASSETS
   Cash                                                          $  2,420
   Investment in subsidiary                                        39,594
   Fixed assets                                                       245
   Other assets                                                        37 
                                                                 $ 42,296

LIABILITIES AND STOCKHOLDERS' EQUITY
   Other liability                                               $      0
   Stockholders' equity                                            42,296 
                                                                 $ 42,296


                           CONDENSED STATEMENT OF INCOME
                  For the three-month period ended March 31, 1999
                                   (Unaudited)

EQUITY IN NET INCOME OF SUBSIDIARY                               $  1,455
OTHER INCOME                                                            0
OTHER EXPENSES                                                        (27)
   Net Income                                                    $  1,428







DISCUSSION OF FORWARD-LOOKING STATEMENTS

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
























                                    13
<PAGE>	
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 corporation's results of operations,
financial condition, liquidity, and capital resources. The following discussion
should be read in conjunction with the corporation's financial statements and
notes thereto and other detailed information appearing elsewhere in this report.
In addition, the results of operations for the interim periods shown in this
report are not necessarily indicative of results to be expected for the fiscal
year.  In the opinion of management, the information contained herein reflects
all adjustments necessary to make the results of operations for the interim
periods a fair statement of such operations.  All such adjustments are of a
normal and recurring nature.

DISTRIBUTION OF ASSETS AND LIABILITIES

The Company maintains a conservative approach in determining the distribution
of assets and liabilities.  Loans, net of unearned income, have increased 5.6%
from $226,051 at March 31, 1998 to $238,798 at March 31, 1998 but have decreased
as a percentage of total assets from 55.2% to 53.6% over the same period as loan
demand has moderated in our market. Securities and federal funds sold have
increased as a percentage of total assets from 38.4% at March 31, 1998 to 40.2%
at March 31, 1999 as we have utilized funds in the investments area.  This level
of investments and federal funds sold provides for a more than adequate supply
of secondary liquidity. Management has sought to build the deposit base with
stable, relatively non-interest-sensitive deposits  by  offering the  small to
medium deposit account holders a wide array of deposit instruments at
competitive rates. Non-interest-bearing demand deposits increased as a
percentage of total assets from 15.1% at March 31, 1998 to 16.7% at March 31,
1999.  However, as more customers, both business and personal, are attracted to
interest-bearing deposit accounts, we expect the percentage of demand deposits
to decline over the long-term.  Interest-bearing deposits have increased
slightly from 65.1% of total assets at March 31, 1998 to 65.7% at March 31, 1999
while securities sold under agreement to repurchase have decreased from 9.1%
to 7.2% over the same period.                                    
 
   
The following table sets forth the percentage relationship to total assets of 
significant component's of the corporation's balance sheet as of March 31, 1999
and 1998:
<TABLE>
<CAPTION>          
			                                         				            March 31,       
<S>                                               	    <C>             <C> 
Assets:							                                         1999      	     1998    
Earning assets:                                    
   Loans, net of unearned income			     	              53.6%	        	 55.2%
   Investment securities				    	                      13.2   	        15.4
   Securities Available for Sale			    	               18.6   	        14.5
   Federal funds sold and securities purchased        
     under agreement to resell				                      8.4	         	  8.5
   Other earning assets					                              -          		   -   
      Total earning assets				    	                    93.8         		 93.6  
   Other assets						                                   6.2         		  6.4  
      Total assets					    	                          100.0%  	       100.0%
   
Liabilities and stockholders' equity:
  Interest-bearing liabilities:  
   Interest-bearing deposits	                  			     65.7%        		 65.1%
   Federal funds purchased and securities sold 
    under agreement to repurchase			     	              7.2         		  9.1
   Other short-term borrowings				                       .3         		   .4  
       Total interest-bearing liabilities	    	        73.2   	        74.6  
         Noninterest-bearing deposits		     	          16.7         		 15.1
   Other liabilities					      	                         .6		            .8
   Stockholders' equity				   	                         9.5         		  9.5  
       Total liabilities and stockholders' equity   	 100.0%        		100.0%
</TABLE>


                                           14
<PAGE> 
RESULTS OF OPERATION

CNB Corporation experienced earnings for the three-month period  ended  March
31, 1999 and 1998 of $1,428 and $1,236, respectively, resulting in a return on
average assets of 1.32% and 1.25% and a return on average stockholders' equity
of 13.68% and 12.88%.  

The earnings were primarily attributable to 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).
This level of earnings, coupled with a conservative dividend policy, have
supplied the necessary capital funds to support the growth in total assets.
Total assets have increased $35,960 or 8.8% from  $409,224 at March 31, 1998
to $445,184 at March 31, 1999.  The following table sets forth the financial
highlights for the three-month periods ending March 31, 1999 and March 31, 1998:
                                                         
                                CNB Corporation
                         CNB Corporation and Subsidiary
                              FINANCIAL HIGHLIGHTS
           (All Dollar Amounts, Except Per Share Data, in Thousands)

                       Three-Month Period Ended March 31,
<TABLE>
<CAPTION>                       
	                                                                 Percent
                                                                  Increase
                                       		  1999         1998     (Decrease)
<S>                                                               
Net interest income after provision for   	<C>         	<C>     		<C>
    loan losses					                         4,178	       3,831	   9.1%
Income before income taxes				               2,122 	      1,893	  12.1
Net Income						                             1,428	       1,236	  15.5 
Per Share 						                              2.39	        2.07	  15.5
Cash dividends declared				                      0	           0	     0
   Per Share 						                              0	           0	     0

Total assets	                        					 445,184	     409,224	   8.8%
Total deposits					                        367,106	     328,190	  11.9
Loans, net of unearned income			           238,798	     226,051	   5.6
Investment securities				                  141,849     	122,495	  15.8
Stockholders' equity					                   42,296     	 38,989    8.5
    Book value per share     			             70.81     	  65.21    8.6

Ratios (1):
Annualized return on average total assets	    1.32%	       1.25%   5.6% 
Annualized return on average stockholders'
  equity	                            					   13.68%	      12.88%   6.2%
</TABLE>

 
(1)	For the three-month period ended March 31, 1999 and March 31, 1998, average
total assets amounted to $432,937 and $394,051 with average stockholders'
equity totaling $41,754 and $38,384, respectively.














                                    15 
<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 securities, and interest paid on deposits
and borrowed funds.  Net interest income is effected by the interest rates
earned or paid and by volume changes in loans, securities, deposits, and
borrowed funds.

Interest rates paid on deposits and borrowed funds and earned on loans and 
investments have generally followed the fluctuations in market interest rates
in 1999 and 1998.  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 either 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
longrun earning power.  Management believes that a rise or fall in interest 
rates will not materially effect earnings.

The Bank has maintained adequate net interest margins for the three-month
period ended March 31, 1999 and 1998 by earning satisfactory yields on loans
and investments and funding these assets with a favorable deposit mix containing
a significant level of noninterest-bearing demand deposits.  
    
Fully-tax-equivalent net interest income showed a 7.5% increase from $4,113 for
the three-month period ended March 31, 1998 to  $4,421  for  the  three-month
period ended March 31, 1999.  During the same period, total fully-tax-equivalent
interest income increased by 4.1% from $7,279 to $7,581 and total interest
expense decreased by .2% from $3,166 to $3,160. Fully-tax-equivalent net
interest  income  as  a percentage  of total earning assets has shown a decrease
of .08% from 4.46% for the three-month period ended March 31, 1998 to 4.38% for
the three-month period ended March 31, 1999.
  
The tables on the following two pages present selected financial data and an
analysis of net interest income.



























                                    16    
<PAGE>

                      	   CNB Corporation and Subsidiary
	                            Selected Financial Data
<TABLE>
<CAPTION>
                                        Three Months Ended 3/31/99        Three Months Ended 3/31/98 
                                        Avg.     Interest     Avg. Ann.    Avg.     Interest   Avg.Ann.
                                      Balance    Income/      Yield or   Balance    Income/    Yield or
                                                 Expense(1)     Rate                Expense(1)   Rate
<S>                                  <C>          <C>           <C>       <C>         <C>         <C>
Assets:
  Earning assets:
   Loans, net of unearned income	    $233,549	    $ 5,097	      8.73%	    $223,932 	  $ 5,093	    9.10%
     Securities:            
     Taxable                        	 131,690	      1,929      	5.86	      111,894	     1,687	    6.03
Tax-exempt                          	  14,746	        273      	7.41	       13,843 	      271 	   7.83
   Federal funds sold and                           
     securities purchased under
     agreement to resell	           	  24,074	        282	      4.69	       19,474	       228	    4.68
   Other earning assets			                  0	          0	         -	            0	         0	       -
      Total earning assets	         	 404,059	      7,581	      7.50	      369,143	     7,279	    7.89
    Other assets			                 	  28,878		                      		     24,908
      Total assets			                $432,937			                      	   $394,051

Liabilities and stockholder equity
   Interest-bearing liabilities:     
   Interest-bearing deposits	       	$286,315	      2,809	      3.92	     $257,784	   $ 2,742 	   4.25
   Federal funds purchased and                       
    securities sold under
    agreement to repurchase	        	  33,127	        337	      4.07 	      35,263	       398	    4.51
   Other short-term borrowings	         1,064	         14	      5.26	        1,471	        26	    7.07
       Total interest-bearing                                                               
         liabilities              			$320,506 	   $ 3,160      	3.94	     $294,518	   $ 3,166	    4.30
   Noninterest-bearing deposits	       66,471			                      	     57,807
   Other liabilities			                 4,206	                      			      3,342                
   Stockholders' equity			             41,754	                      			     38,384   
         Total liabilities and                                            
           stockholders' equity	     $432,937	                      			   $394,051          
   Net interest income as a percent                        
     of total earning assets	       	$404,059	    $ 4,421	      4.38	     $369,143	   $ 4,113	    4.46
  
(1)  Tax-equivalent adjustment         
     based on a 34% tax rate				      $    93				                                     $    92
</TABLE)

</TABLE>
<TABLE>
<S>                                                            <C>                               <C>
Ratios:
Annualized return on average total assets				                   1.32					                         1.25
Annualized return on average stockholders' equity		            13.68				                         12.88
Cash dividends declared as a percent of net income	     	          0				                             0
Average stockholders' equity as a percent of:
  Average total assets	                                   						9.64				                          9.74
  Average total deposits		                            			      11.84				                         12.16
  Average loans, net of unearned income		               	      17.88				                         17.14
Average earning assets as a percent of   
average total assets			                               			      93.33				                         93.68
</TABLE>










                                               17    
<PAGE>
<TABLE>
<CAPTION>
                                                       CNB Corporation and Subsidiary
                                                        Rate/Volume Variance Analysis
                                            For the Three Months Ended March 31, 1999 and 1998
                                                           (Dollars in Thousands)
<S>                           <C>      <C>      <C>         <C>         <C>          <C>          <C>       <C>     <C>      <C>
                                                                            
                                                                                                                             Change
                              Average  Average                           Interest     Interest              Change  Change   Due To
                               Volume   Volume  Yield/Rate  Yield/Rate  Earned/Paid  Earned/Paid            Due to  Due To   Rate X
                                1999     1998    1999 (1)    1998 (1)    1999 (1)     1998 (1)    Variance   Rate   Volume   Volume
Earning Assets:                                                             
                       

Loans, Net of unearned 
 income (2)                   233,549   223,932     8.73%       9.10%     5,097       5,093           4     (207)     219        (8)
Investment securities:  
 Taxable                      131,690   111,894     5.86%       6.03%     1,929       1,687         242      (48)     298        (8)
 Tax-exempt                    14,746    13,843     7.41%       7.83%       273         271           2      (14)      17        (1)
Federal funds sold and
 securities purchased under
 agreement to resell           24,074    19,474     4.69%       4.68%       282         228          54        -       54         -
Other earning assets                0         0        -           -          0           0           0        -        -         -

Total Earning Assets          404,059   369,143     7.50%       7.89%     7,581       7,279         302     (269)     588       (17)

Interest-bearing Liabilities:
 
Interest-bearing deposits     286,315   257,784     3.92%       4.25%     2,809       2,742          67     (213)     303       (23)
Federal funds purchased and
 securities sold under       
 agreement to repurchase       33,127    35,263     4.07%       4.51%       337         398         (61)     (39)     (24)        2
Other short-term borrowings     1,064     1,471     5.26%       7.07%        14          26         (12)      (7)      (7)        2

Total Interest-bearing       
 Liabilities                  320,506   294,518     3.94%       4.30%     3,160       3,166          (6)    (259)     272       (19)
Interest-free Funds
 Supporting Earning Assets     83,553    74,625

Total Funds Supporting
                                                        
Earning Assets                404,059   369,143     3.12%       3.43%     3,160       3,166          (6)    (259)     272       (19)

Interest Rate Spread                                3.56%       3.59%
Impact of Non-interest-
 bearing Funds on Net Yield
 on Earning Assets                                   .82%        .87%
                    

Net Yield on Earning Assets                         4.38%       4.46%     4,421       4,113
</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.

                                                        	18
<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 in the portfolio.  

The provision for possible loan losses was $150 for the three-month period
ended March 31, 1999 and $190  for the three-month period ended March 31, 1998.
Net loan charge-offs totalled $83 for the three-month period ended March 31,
1999 and $55 for the same period in 1998.

The reserve for possible loan losses as a percentage of net loans was 1.36% at
March 31, 1999 and 1.35% at March 31, 1998.  The provision for possible loan
losses decreased from $190 during the first quarter of 1998 to $150 during the
first quarter of 1999 due to a decrease in the rate of loan growth.

Securities Transactions - The bank had no security sales during the first
quarter of 1999 or 1998.  At March 31, 1999, December 31, 1998, and March 31,
1998 market value appreciation/(depreciation) in the investment portfolio
totalled $875, $1,988, and $1,214, respectively.  As indicated, market values
remained strong in 1998 and 1999 due to relatively lower market interest rates.

Other Income - Other income, net of any gains/losses on security transactions,
increased by 11.0% from $816 for the three-month period ended March 31, 1998 to
$906 for  the three-month period ended March 31, 1999 primarily due to an
increase in deposit account volumes and higher merchant discount income.

Other Expenses - Other expenses increased by 7.6% from $2,754 for the
three-month period ended March 31, 1998 to $2,962 for the three-month period
ended March 31, 1999.  The major components of other expenses are salaries and
employee benefits which increased 11.0% from $1,661 to $1,843; occupancy expense
which decreased 8.0% from  $423  to $389; and other operating expenses which
increased by 9.0% from $670 to $730. Occupancy expense has declined as
depreciation expense has decreased 23.8% from $172 during the first quarter of
1998 to $131 for the same period in 1999. Salaries and employee benefits expense
has increased due to an increase of full-time-equivalent employees from 190 at
March 31, 1998 to 206 at March 31, 1999 as the bank opened the new "West Conway
Office" in the late fall of 1998.
                                 
Income Taxes - Provisions for income taxes increased 5.6% from $657 for the 
three-month period ended March 31, 1998 to $694 for the three-month period ended
March 31, 1999.  Income before income taxes less  interest of tax-exempt
investment securities increased by 13.3% from $1,714 for the three-month period
ended March 31, 1998 to $1,942 for the  same period in 1999.  State tax
liability increased as income before income taxes increased 12.1% from $1,893
to $2,122 during the same period.

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 to borrow funds from the Federal
Reserve System and the Federal Home Loan Bank of Atlanta.  Management feels
that short-term and long-term liquidity sources are more than adequate to meet
funding needs.





                                   19   
<PAGE>
CAPITAL RESOURCES

Total stockholders' equity was $42,296, $41,201, $37,717, and $34,496 at March
31, 1999, December 31, 1998, December 31, 1997, and December 31, 1996,
representing 9.50%, 9.66%, 9.90%, and 10.09% of total assets, respectively.  At
March 31, 1999, the Bank exceeds quantitative measures established by regulation
to ensure capital adequacy (see NOTE 12 - REGULATORY MATTERS). Capital is
considered sufficient by management to meet current and prospective capital
requirements and to support anticipated growth in bank operations.

The Company paid an approximate 25% stock dividend on September 12, 1997.  The
Board increased the $3.00 per share annual cash dividend paid at year-end 1997
to $3.50 per share at year-end 1998 which increased the cash dividend payout
ratio and cash dividend yield.

EFFECTS OF REGULATORY ACTION

The management of the Company and the Bank is not aware of any current 
recommendations by the regulatory authorities which, if they were to be
implemented, would have a material effect on liquidity, capital resources, or
operations.         
                                           
ACCOUNTING ISSUES

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

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

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

In June, 1997, the FASB also issued SFAS No. 131, "Disclosures about 
Segments of an Enterprise and Related Information."  SFAS 131 establishes 
standards for the way public enterprises are to report information about 
operating segments in annual financial statements and requires those 
enterprises to report selected information about operating segments in 
interim financial reports issued to shareholders. It also 


                                    20
<PAGE>
ACCOUNTING ISSUES (continued)

establishes standards for related disclosures about products and services, 
geographic areas, and major customers.  SFAS 131 supersedes SFAS No. 14, 
"Financial Reporting for Segments of a Business Enterprise."  SFAS 131 
becomes effective for financial statements for periods beginning after 
December 15, 1997, and requires that comparative information from earlier 
years be restated to conform to its requirements.  The adoption of the 
provisions of SFAS 131 is not expected to have a material impact on the 
Company. 

In June 1998, the FASB issued SFAS 133, "Accounting for Derivative 
Instrument and Hedging Activities."  All derivatives are to be measured at 
fair value and recognized in the balance sheet as assets or liabilities.  
The statement is effective for fiscal years and quarters beginning after 
June 15, 1999.  Because the Company does not use derivative transactions at 
this time, management does not expect that this standard will have a 
significant effect on the Company.

YEAR 2000

The Year 2000 poses a significant challenge for financial institutions 
because of the way date fields have been historically handled.  Older 
versions of software used a two digit year date field and assumed the first 
two digits of the year date to be "19".  All software applications using 
this dating method must be replaced or modified to avoid computer systems 
reverting to the year date of 1900 in the year 2000.

The Board of Directors early in 1997 assigned Year 2000 Project 
implementation responsibility to the Electronic Data Processing (EDP) 
Steering Committee.  The EDP Steering Committee is comprised of the 
following members:  President, Executive Vice President, Vice President and 
Cashier, Vice President-Systems, Vice President-Data Processing, and 
Assistant Vice President-Systems.  The committee meets at least quarterly 
with the meetings being reviewed by the Board Audit Committee and progress 
reports made to the full Board.  The CPA firm of Tourville, Simpson, & 
Henderson has been engaged to assist in Year 2000 Plan development, 
implementation, and examination.

All systems used by the bank have been identified and prioritized with a 
time line established for projected dates of upgrades, replacement, 
certification, and testing. Anticipated Year 2000 costs are projected to be 
approximately $276,000.  The majority of this amount has been spent on 
capital expenditures to be expensed over the next four years.  $20,000 will 
be spent in 1999 on public information and education.

All mission critical systems have been replaced or upgraded to Year 2000
compliance. All mission critical systems have been tested to ensure Year 2000
functionality. Further testing will be conducted during 1999 as deemed
appropriate.  The bank has in place a Business Interruption Plan in case of
unforeseen problems or failures.

In June of 1999, The Conway National Bank and The Conway Chamber of Commerce
will jointly sponsor a Year 2000 Community Forum.  Participants will include
local utilities, city and county governments, social security, health services,
the post office and educational institutions.  The public will have an
opportunity to hear progress reports on participants' Year 2000 projects.

The bank has completed its Year 2000 Contingency Plan for cash services.  This
plan will anticipate and provide for the increased demand for extra cash by
customers as we approach year-end.










                                          21
<PAGE>
                           EXHIBITS AND REPORTS ON FORM 8-K

See Exhibit Index appearing below.

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


	EXHIBIT INDEX

Exhibit
Number

  27		Financial Data Schedule - Article 9 Financial Data Schedule for 	
	       10-Q for electronic filers (pages 24 and 25).


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












































                                         22
<PAGE>
CNB Corporation




SIGNATURE


Pursuant to the requirements 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
                                     (Registrant)




     
                                    Paul R. Dusenbury
                                    -----------------

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



Date:  May 13, 1999   



































                                   23
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