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 SECURITIES EXCHANGE
    ACT OF 1934
For the quarterly period endedMarch 31, 2002
                                            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, 2002               Commission file number:  2-96350CNB 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                      29528
(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, 2002 was 716,904.



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CNB Corporation
                                                                        Page
PART I.    FINANCIAL INFORMATION
Item 1.    Financial Statements:
           Consolidated Balance Sheets as of March 31, 2002,               1
           December 31, 2001 and March 31, 2001
           Consolidated Statement of Income for the Three Months           2
           Ended March 31, 2002 and 2001
           Consolidated Statement of Comprehensive Income                  3
           for the Three Months Ended March 31, 2002 and 2001
           Consolidated Statement of Changes in Stockholders'              4
           Equity for the Three Months Ended March 31, 2002
           and 2001
           Consolidated Statement of Cash Flows for the Three Months       5
           Ended March 31, 2002 and 2001
           Notes to Consolidated Financial Statements                   6-13
Item 2.    Management's Discussion and Analysis of Financial           13-21
           Condition and Results of Operations
Item 3.    Qualitative and Quantitative Disclosures About Market Risk     22
PART II.   OTHER INFORMATION
Item 6.    Exhibits and Reports on Form 8-K                               23
SIGNATURE                                                                 23

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CNB Corporation and Subsidiary
Consolidated Balance Sheets
(All Dollar Amounts, Except Per Share Data, in Thousands)
(Unaudited)

|ASSETS:
    Cash and due from banks
    Interest bearing deposits with banks
    Investment Securities
      (Fair values of $20,746 at
       March 31, 2002, $21,312 at 
       December 31, 2001, and $34,170
       at March 31, 2001)
    Securities Available for Sale
      (Amortized cost of $138,623 at
       March 31, 2002, $137,615 at
       December 31, 2001, and $103,829
       at March 31, 2001)
    Federal Funds sold and securities
       purchased under agreement
       to resell
    Loans:
       Loans
       Less reserve for possible
          loan losses
         Net loans
    Bank premises and equipment
    Other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY:
    Deposits:
       Non-interest bearing
       Interest-bearing
          Total deposits
    Federal funds purchased and
       securities sold under agreement
       to repurchase
    Other short-term borrowings
    Other liabilities
 Total liabilities
   Stockholders' equity:
       Common stock, par value $10 per
       share:  Authorized 1,500,000 in
       2002 and 2001; issued 718,246
       in 2002 and 2001
       Surplus
       Undivided Profits
       Net Unrealized Holding
       Gains (Losses) on
        Available-For-Sale Securities
         Less:  Treasury stock
            Total stockholders' equity
           Total liabilities
             and stockholders' equity | March 31,
  2002  
$ 21,158 
0 
 20,259 
139,347 
38,075 
303,728 (3,885)299,843 
 11,168 9,176$539,026 $ 87,213 359,440 
 446,653
28,350 
5,690 3,397 
 484,090
7,182 
34,779 
12,682 
434  (141)
  54,936 
$539,026 | December 31,
 2001   
$ 27,895 
0 
20,705 
140,007 
3,950 
296,607 (3,763) 292,844 
   11,285 9,039 
$505,725
$ 88,995 321,648 
 410,643
32,821 
2,138 6,127 
 451,729
7,182 
34,774 
10,826 
1,435 (221)
  53,996 
$505,725 | March 31,
  2001  
$ 18,573 
0 
 33,550 
105,099 
26,625 
297,268 (3,816)293,452 
 11,463 9,408$498,170$ 77,078 335,614 
 412,692
27,857 
2,403 4,620 
 447,572
7,182 
34,746 
8,263 
762  (355)
  50,598 
$498,170
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-1-

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CNB Corporation and Subsidiary
Consolidated Statement of Income
(All Dollar Amounts, Except Per Share Data, in Thousands)
(Unaudited)

|Interest Income:
  Interest and fees on loans
  Interest on investment securities:
    Taxable investment securities
    Tax-exempt investment securities
  Interest on federal funds sold and securities
    purchased under agreement to resell
      Total interest income
Interest Expense:
  Interest on deposits
  Interest on federal funds purchased and securities
    sold under agreement to repurchase
  Interest on other short-term borrowings
      Total interest expense
  Net interest income
  Provision for possible loan losses
  Net interest income after provision for possible
    loan losses
  Other income:
    Service charges on deposit accounts
    Gains/(Losses) on securities
    Other operating income
        Total other income
  Other expenses:
    Salaries and employee benefits
    Occupancy expense
    Other operating expenses
        Total operating expenses
  Income before income taxes
    Income tax provision
  Net income
    Per share data:
    Net income per weighted average shares
     outstanding
    Cash dividend paid per share
    Book value per actual number of shares
     outstanding
    Weighted average number of shares outstanding
    Actual number of shares outstanding | Three Months Ended 
March 31,                                                                                                                                                                       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2002  
$  5,571
1,729
28563
   7,648   2,175
13635
   2,346   5,302275
   5,027     777
183392
   1,352   2,363
     487835
   3,685  2,694838
$  1,856
$   2.59
$      0
$  76.63
 716,680
 716,904                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 2001  
$  6,691
1,579
230407
   8,907   4,010
34351
   4,404   4,503190
   4,313     709
0424
   1,133   2,180
     483802
   3,465   1,981615
$  1,366
$   1.91
$      0
$  70.80
 714,790
 714,616

-2-

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



|Net Income                                                                                                                                          | Three Months     
Ended        
March 31,
|--------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------
|2002                                                                                                                                                | 2001                                     
|$1,856                                                                                                                                              | $1,366                                   
|Other comprehensive income, net of tax
    Unrealized gains/(losses)
      on securities:
    Unrealized holding gains/(losses)
      during period | (1,001)                                  
|Net Comprehensive Income                                                                                                                            | $  855                                   

-3-

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CNB Corporation and Subsidiary
Consolidated Statement of Changes in Stockholders' Equity
(All Dollar Amounts in Thousands)
(Unaudited)



|Common Stock:
($10 par value; 1,500,000 shares authorized)
Balance, January 1
Issuance of Common Stock
Balance at end of period                                                                                                       | Three Months Ended
March 31,            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------
|2002                                                                                                                                                                                                                                  | 2001                                    
|$ 7,182 None 
  7,182                                                                                                                                                                                                                 | $ 7,182 None 
  7,182                   
|Surplus:
Balance, January 1
Issuance of Common Stock
Gain on sale of Treasury stock
Balance at end of period                                                                                                                          | 34,774 
None 5 
 34,779                 
|Undivided profits:
Balance, January 1
Net Income
Cash dividends declared
Balance at end of period                                                                                                                                     | 10,826 
1,856 None 
 12,682             
|Net unrealized holding gains/(losses) on
Available-for-sale securities:
Balance, January 1
Change in net unrealized gains/(losses)
Balance at end of period                                                                           | 1,435 (1,001)
    434                   
|Treasury stock:
Balance, January 1
(2,134 shares in 2002; 3,256 shares in 2001)
Purchase of treasury stock
Reissue of treasury stock
Balance at end of period
(1,342 shares in 2002; 3,630 shares in 2001)
Total stockholders' equity | (221)
(45)125 
   (141)
        
$54,936

Note:  Columns may not add due to rounding

-4-

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CNB CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

|OPERATING ACTIVITIES
  Net Income
  Adjustments to reconcile net income to
    net cash provided by operating activities
    Depreciation
    Provision for loan losses
    Provision for deferred income taxes
    Loss (gain) on sale of investment
     securities
    (Increase) decrease in accrued interest
     receivable
    (Increase) decrease in other assets
    (Decrease) increase in other liabilities | For the three-month period ended
           March 31,     2002                2001
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------
|$  1,856 
160 
275 
(667)
0 
220 
(147)834                                                                                                                                                                                                                                                                                                                                                                             | $  1,366 
156 
190 
443 
0 
122 
(1,598)534                                       
|Net cash provided by operating
          activities                                                                                                                                                                                                                                                                                                                                                                    | 2,531                                                                             
|INVESTING ACTIVITIES
  Proceeds from sale of investment securities
   available for sale
  Proceeds from maturities of investment
   securities held to maturity
  Proceeds from maturities of investment
   securities available for sale
  Purchase of investment securities
   available for sale
  (Increase) decrease in federal funds sold
  (Increase) decrease in loans
  Premises and equipment expenditures  | 6,017 
446 
8,974 
(16,000)
(34,125)
(7,121)(43)                                  
|Net cash used for investing activities                                                                                                                                                                                                                                                                                                                                                                                 | (41,852)                                                                          
|FINANCING ACTIVITIES
  Dividends paid
  Increase (Decrease) in deposits
  (Decrease) increase in securities sold
    under repurchase agreement
  (Decrease) increase in other
    short-term borrowings                                                                                                                                                                                                               | (2,507)
36,010 
(4,471)3,552                                                      
|Net cash provided by (used for)
          financing activities
        Net increase (decrease) in cash
          and due from banks
CASH AND DUE FROM BANKS, BEGINNING OF YEAR
CASH AND DUE FROM BANKS, March 31, 2002 AND 2001
CASH PAID (RECEIVED) FOR:
  Interest
  Income taxes                                                                                                                                    | 32,584
(6,737)27,895 
$ 21,158 
$  2,892 
$    135                                

-5-

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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, 716,680 for the three-month period ended March 31, 2002 and 714,790 for the three-month period ended March 31, 2000.

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, 2002 and for the years ended December 31, 2001 and 2000 were approximately $9,318, $9,103, and $8,852, respectively.

-6-

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NOTE 3 - INVESTMENT SECURITIES

Investment securities with a par value of approximately $83,800 at March 31, 2002 and $76,640 at December 31, 2001 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, 2002 and at December 31, 2001.

|March  31, 2002Book      Unrealized Holding    Fair             
 Value     Gains      Losses     Value    Yield(1)                      
|-----------------------------------------------------------------------------------------------------------------------------------------
|AVAILABLE FOR SALE
  United States Treasury                                                                                              
|$      0                                                                                                                                 
|Federal agencies
   Within one year
   One to five years
   Six to ten years                                                             
|State, county and 
  municipal
   One to five years
   Six to ten years
   After ten years
  Other Securities 
  Total available for sale
|HELD TO MATURITY
  United States Treasury                                                                                                
|Federal agencies
   Within one year
   One to Five years                                                                                 
|State, county and
  municipal
   Within one year
   One to five years
   Six to ten years
   
   Total held to maturity                  

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

As of the quarter ended March 31, 2002, 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 $434 as of March 31, 2002.



-7-

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NOTE 3 - INVESTMENT SECURITIES (Continued)

|March  31, 2002Book      Unrealized Holding     Fair              
 Value      Gains     Losses      Value     Yield(1)                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------
|AVAILABLE FOR SALE
  United States Treasury                                                                                                                       
|$      0                                                                                                                                                          
|Federal agencies
   Within one year
   One to five years
   Six to ten years                                                                                      
|State, county and 
  municipal
   One to five years
   Six to ten years
   After ten years
  Other -
   CRA Qualified Investment
    Fund
Total available for sale
|HELD TO MATURITY
  United States Treasury                                                                                                                         
|Federal agencies
   Within one year
   One to Five years                                                                                                          
|State, county and
  municipal
   Within one year
   One to five years
   Six to ten years
      
   Total held to maturity                                        

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

As of the quarter ended December 31, 2001, 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 $1,435 as of December 31, 2001.

-8-

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NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES
     The following is a summary of loans at March 31, 2002 and December 31, 2001 by major classification:



|March 31,       December 31,2002        2001                                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Real estate loans - mortage
                  - construction
Commercial and industrial loans
Loans to individuals for household,
  family and other consumer expenditures
Agriculture
All other loans, including overdrafts
     Gross loans
       Less reserve for loan losses
         Net loans
|$193,628 
27,930 
48,265 
30,384 
1,812 1,709 
 303,728 
  (3,885)
$299,843                                                                                                                                                                                                                        

-9-

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NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES, continued

Changes in the reserve for loan losses for the quarter ended March 31, 2002 and 2001 and the year ended December 31, 2001 are summarized as follows:

|Quarter Ended                     
March 31,          December 31,
 2002    2001  
   2001                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Balance, beginning of period
Charge-offs:
   Commercial, financial, and agricultural
   Real Estate - construction and mortgage
   Loans to individuals
       Total charge-offs
Recoveries:
   Commercial, financial, and agricultural
   Real Estate - construction and mortgage
   Loans to individuals
       Total recoveries
Net charge-offs/(recoveries)
Additions charge to operations
Balance, end of period
|Ratio of net charge-offs during the period
 to average loans outstanding during the
 period                                                                                                                                                                                                                                                                                                                          

The entire balance is available to absorb future loan losses.

At March 31, 2002 and December 31, 2001 loans on which no interest was being accrued
totaled approximately $550 and $633, respectively; foreclosed real estate
totaled $40 and $64 respectively; and loans 90 days past due and still accruing
totaled $157 and $138, respectively.

OTHER INTEREST-BEARING ASSETS

As of March 31, 2002, 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-

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NOTE 5 - PREMISES AND EQUIPMENT
     Property at March 31, 2002 and December 31, 2001 is summarized as follows:

|Land and buildings
Furniture, fixtures and equipment
Construction in progress
Less accumulated depreciation and
   amortization | March 31  2002  
$ 14,101  
6,208  11  $ 20,320  9,152  $ 11,168 | December 31,2001  
$ 14,097  
6,175  5  $ 20,277  8,992  $ 11,285
|------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | -----------------------------------------------------------------

Depreciation and amortization of bank premises and equipment charged to operating expense was $160 for the quarter ended March 31, 2002 and $650 for the year ended December 31, 2001.

NOTE 6 - CERTIFICATES OF DEPOSIT IN EXCESS OF $100,000

At March 31, 2002 and December 31, 2001, certificates of deposit of $100,000 or more included in time deposits totalled approximately $91,413 and $68,608 respectively.  Interest expense on these deposits was approximately $623 for the quarter ended March 31, 2002 and $4,627 for the year ended December 31, 2001.

NOTE 7 - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

At March 31, 2002 and December 31, 2001, securities sold under repurchase agreements totalled $28,350 and $32,821.  U.S. Government securities with a book value of $32,483 ($33,195 market value) and $37,599 ($38,631 market value), respectively, are used as collateral for the agreements.  The weighted-average interest rate of these agreements was 1.86 percent and 1.91 percent at March 31, 2002 and December 31, 2001.

NOTE 8 - LINES OF CREDIT

At March 31, 2002, 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 $6,187 at March 31, 2002. The amount outstanding under the note totalled $4,205 and $653 at March 31, 2002 and December 31, 2001, respectively.

The Bank also has a line of credit from the Federal Home Loan Bank of Atlanta for $76,306 secured by a lien on the Bank's 1-4 family mortgages. Allowable terms range from overnight to twenty years at varying rates set daily by the FHLB.  The amount outstanding under the agreement totalled $1,485 and $1,485 at March 31, 2002 and December 31, 2001,
respectively.

NOTE 9 - INCOME TAXES

Income tax expense for the quarter ended March 31, 2002 and March 31, 2001 on pretax income of $2,694 and $1,981 totalled $838 and $615, 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
factors.  A summary of income tax components and a reconciliation of income taxes to the federal statutory rate is included in fiscal year-end reports.

The  Company  accounts  for  income  taxes  in  accordance  with  Statement  of Financial  Accounting

-11-

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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, 2002.

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, 2002, commitments to extend credit totalled $29,548; financial standby letters of credit totalled $890; and performance standby letters of credit totalled $337. In the opinion of management, no material losses or liabilities are expected as a result of these transactions.

Additionally,
the bank subsidiary has an outstanding commitment for the construction of a new
branch facility located in North Myrtle Beach, S.C. in the amount of $601.

Further, the bank subsidiary has a commitment to purchase $8,998 in Agency securities when they are issued in April, 2002.

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, 2002 and years ended December 31, 2001, 2000 and 1999, $124, $426, $404, and $423, 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, 2002:

|To be        
well capitalized  
For              under prompt   
Capital adequacy    corrective action    
     Purposes  
   provisionsActual        Minimum  
   MinimumAmount    Ratio        Amount 
  Ratio      Amount   
  Ratio
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Total Capital (to
 risk weighted assets)
Tier I Capital (to
 risk weighted assets)
Tier I Capital (to
 avg.assets                                                                                                                       
|$54,560
50,675
50,675                                                                                                                                                                                                                   







-12-

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NOTE 13 - CONDENSED FINANCIAL INFORMATION

Following is condensed financial information of CNB Corporation (parent company only):

|CONDENSED BALANCE SHEET
MARCH 31, 2002
(Unaudited)                                       
|-----------------------------------------------------------------------------------------
|ASSETS
   Cash
   Investment in subsidiary
   Fixed assets
   Other assets               
|LIABILITIES AND STOCKHOLDERS' EQUITY
   Other liability
   Stockholders' equity          
|CONDENSED STATEMENT OF INCOME
For the three-month period ended March 31, 2002
(Unaudited)
|EQUITY IN NET INCOME OF SUBSIDIARY
OTHER INCOME
OTHER EXPENSES
   Net Income             

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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

A summary of the Significant Accounting Policies and Activities is included in
the Form 10-K filed with the Securities and Exchange Commission on March 15,
2002 and is incorporated herein by reference.
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.
The accompanying consolidated financial statements include all accounts of the
Company and the Bank.  All significant intercompany accounts and
transactions have been eliminated in consolidation.  The accompanying
unaudited consolidated financial statements at March 31, 2002 and for the
three-month periods ending March 31, 2002 and 2001 have been prepared in
accordance with generally accepted accounting principles ("GAAP") for
interim financial information and with the instructions to Form 10-Q for the
Securities and Exchange Commission.  Accordingly, they do not include all
information and footnotes required by GAAP for complete financial
statements.  However, in the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included.

-13-

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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 2.2% from $297,268 at March 31, 2001 to $303,728 at March 31, 2002 but have decreased as a percentage of total assets from 59.7% to 56.3% over the same period as loan demand has lessened in our market. Securities and federal funds sold have increased as a percentage of total assets from 33.1% at March 31, 2001 to 36.7% at March 31, 2002 as lending has slowed.  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 15.5% at March 31, 2001 to 16.2% at March 31, 2002. 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 decreased from 67.3% of total assets at March 31, 2001 to 66.7% at March 31, 2002 while securities sold under agreement to repurchase have decreased from 5.6% to 5.2% 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, 2002 and 2001:

|Assets:
   Earning assets:
   Loans
   Investment securities
   Securities Available for Sale
   Federal funds sold and securities purchased
     under agreement to resell
      Total earning assets
   Other assets
      Total assets                                                                                                                                                               | March 31,  2002  2001                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------
|56.3%
3.8 
25.8 7.1 
 93.0 
  7.0 
100.0%                                                                                                                                                                                                                                                                                                                                                               | 59.7%
6.7 
21.1 5.3 
 92.8 
  7.2 
100.0%  
|Liabilities and stockholder's equity:
  Interest-bearing liabilities:
    Interest-bearing deposits
    Federal funds purchased and securities sold
      under agreement to resell
    Other short-term borrowings
        Total interest-bearing liabilities
          Noninterest-bearing deposits
    Other liabilities
    Stockholders' equity
        Total liabilities and stockholders' equity | 66.7%
5.2 1.1 
 73.0 16.2 
..6 10.2 
100.0%

-14-

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RESULTS OF OPERATION

CNB Corporation experienced earnings for the three-month period ended March 31, 2002 and 2001 of $1,856 and $1,366, respectively, resulting in a return on average assets of 1.44% and 1.12% and a return on average stockholders' equity of 13.44% and 11.05%.

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 moderate dividend policy, have supplied the necessary capital funds to support the growth in total assets. Total assets have increased $40,856 or 8.2% from  $498,170 at March 31, 2001 to $539,026 at March 31, 2002.  The following table sets forth the financial highlights for the three-month periods ending March 31, 2002 and March 31, 2001:

|CNB Corporation and Subsidiary
FINANCIAL HIGHLIGHTS
(All Dollar Amounts, Except Per Share Data, in Thousands)
Three-Month Period Ended March 31,                                                                                                                                                                                                       
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Net interest income after provision
    for loan losses
Income before income taxes
Net Income
Per Share
Cash dividends declared
Per Share
Total assets
Total deposits
Loans
Investment securities
Stockholders' equity
    Book value per share
Ratios:
Annualized return on average total
  assets
Annualized return on average
  stockholders' Equity
|5,027 
2,694 
1,856 
2.59 
0 
0 
539,026 
446,653 
303,728 
159,606 
54,936 
76.63 
1.44%
13.44%                                                                                                                                                                                                                                                       

(1)  For the three-month period ended March 31, 2002 and March 31, 2001, average
     total assets amounted to $514,200 and $488,570 with average stockholders'
     equity totaling $55,250 and $49,440, respectively.

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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
affected 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 2002 and 2001.  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 long-run 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, 2002 and 2001 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.  However, margins  tightened due to strong competition for deposits coupled with a decline in non-interest-bearing balances during 2001 but are returning to more favorable levels in 2002.

Fully-tax-equivalent net interest income showed a 17.9% increase from $4,621 for the three-month period ended March 31, 2001 to $5,449 for the three-month period ended March 31, 2002. During the same period, total fully-tax-equivalent interest income decreased by 13.6% from $9,025 to $7,795 and total interest expense decreased by 46.7% from $4,404 to $2,346. Fully-tax-equivalent net interest income as a percentage of total earning assets has shown an increase of .50% from 4.05% for the three-month period ended March 31, 2001 to 4.55% for the three-month period ended March 31, 2002.

The tables on the following two pages present selected financial data and an analysis of net interest income.

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|CNB Corporation and Subsidiary
Selected Financial Data                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Assets:
  Earning assets:
   Loans
   Securities:
    Taxable
    Tax-exempt
   Federal funds sold and
    securities purchased under
    agreement to resell
      Total earning assets
  Other assets
      Total assets
Liabilities and stockholder equity
   Interest-bearing liabilities:
   Interest-bearing deposits
   Federal funds purchased and
    securities sold under
    agreement to repurchase
   Other short-term borrowings
       Total interest-bearing
         liabilities
   Noninterest-bearing deposits
   Other liabilities
   Stockholders' equity
         Total liabilities and
           stockholders' equity
   Net interest income as a percent
     of total earning assets
(1)  Tax-equivalent adjustment
     based on a 34% tax rate
|$301,393
132,460
26,67518,754
 479,282
  34,918
$514,200
$339,695
29,3143,984
$372,993  82,392
3,56555,250
$514,200
$479,282                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Ratios:
Annualized return on average total assets
Annualized return on average stockholders' equity
Cash dividends declared as a percent of net income
Average stockholders' equity as a percent of:
  Average total assets
  Average total deposits
  Average loans
Average earning assets as a percent of
average total assets                                                                                                                                                                                                                                                                                                                                                                                                                                           





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CNB Corporation and Subsidiary
Rate/Volume Variance Analysis
For the Three Months Ended March 31, 2002 and 2001
(Dollars in Thousands)

|Earning Assets:
Loans, Net of unearned
 Income (2)
Investment securities:
 Taxable
 Tax-exempt
Federal funds sold and
 Securities purchased under
 agreement to resell
Total Earning Assets
Interest-bearing
 Liabilities:
Interest-bearing deposits
Federal funds purchased and
 securities sold under
 agreement to repurchase
Other short-term borrowings
Total Interest-bearing
 Liabilities
Interest-free Funds
 Supporting Earning Assets
Total Funds Supporting
Earning Assets
Interest Rate Spread
Impact of Non-interest-
 bearing Funds on Net Yield
 on Earning Assets
Net Yield on Earning Assets | Average
Volume2002 
301,393
132,460
26,67518,754
479,282339,695 
29,3143,984
372,993106,289479,282 | Average
Volume2001 
296,949
109,053
19,77330,208
455,983330,960
28,2923,257
362,509 93,474455,983 | Yield/Rate2002 (1)
7.39% 
5.22% 
6.48% 1.34% 6.51% 2.56% 
1.86% 3.51% 2.52%  1.96% 3.99% .56% 4.55% | Yield/Rate2001 (1)
9.01% 
5.79% 
7.04% 5.39% 7.92% 4.85% 
4.85% 6.26% 4.86%  3.87% 3.06% .99% 4.05% | Interest  
Earned/Paid2002 (1)  
5,571  
1,729  
432  63  7,795  
2,175  
136  35  2,346    2,346    5,449 | Interest  
Earned/Paid 2001 (1)  
6,691  
1,579  
348  407  9,025  
4,010  
343  51  4,404    4,404    4,621 | Variance
(1,120)
150 
84 (344)
(1,230)
(1,835)
(207)(16)
(2,058)
       
(2,058) | Change
Due toRate 
(1,203) 
(155)
(28)(306)
(1,692)
(1,895)
(211)(22)
(2,128)
       
(2,128) | Change
Due toVolume
100 
339 
121 (154)
  406
106 
12 11 
  129 
      
  129 | Change   Due to   Rate X
  Volume
     (17)
     (34)
      (9)
   116   56
    (46)
     (8)
  (5)  (59)    (59)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------

(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.

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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 $275 for the three-month period ended March 31, 2002 and $190 for the three-month period ended March 31, 2001.   Net loan charge-offs totalled $153 for the three-month period ended March 31, 2002 and $156 for the same period in 2001.

The reserve for possible loan losses as a percentage of net loans was 1.30% at March 31, 2002 and 1.30% at March 31, 2001.  The provision for possible loan losses increased from $190 during the first quarter of 2001 to $275 during the first quarter of 2002 to maintain the reserve at the previous year's level.

Securities Transactions - At March 31, 2002, December 31, 2001, and March 31, 2001 market value appreciation/(depreciation) in the investment portfolio totalled $1,211, $2,999, and $1,890, respectively.  As indicated, market values have remained strong due to lower market interest rates.  No security gains/(losses) were taken during the first quarter of 2001, but a gain of $183 was taken during the first quarter of 2002 to supplement liquidity and to take advantage of a steeply-sloping yield curve.

Other Income - Other income, net of any gains/losses on security transactions, increased by 3.2% from $1,133 for the three-month period ended March 31, 2001 to $1,169 for the three-month period ended March 31, 2002 primarily due to an increase in deposit account volumes and higher merchant discount income, offset somewhat by a slow-down in mortgage refinancing activity.  Effective July 1, 2001, overall service charge rates were increased which will correspondingly increase future non-interest income levels.

Other Expenses - Other expenses increased by 6.3% from $3,465 for the three-month period ended March 31, 2001 to $3,685 for the three-month period ended March 31, 2002.  The major components of other expenses are salaries and employee benefits which increased 8.4% from $2,180 to $2,363; occupancy expense which increased .8% from  $483 to $487; and other operating expenses which increased by 4.1% from $802 to $835. The increase in the three-month period ended March 31, 2002 salaries and employee benefits was due to normal pay increments and the increased costs of providing employee benefits, particularly health insurance coverage. Looking ahead, occupancy expense will grow in 2002 due to the addition of the North Myrtle Beach Office, and in 2003 due to the construction of a new Main Office Retail Center.

Income Taxes - Provisions for income taxes increased 36.3% from $615 for the three-month period ended March 31, 2001 to $838 for the three-month period ended March 31, 2002.  Income before income taxes less interest of tax-exempt investment securities increased by 37.6% from $1,751 for the three-month period ended March 31, 2001 to $2,409 for the same period in 2002.  State tax liability increased as income before income taxes increased 36.0% from $1,981 to $2,694 during the same period.

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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.

CAPITAL RESOURCES

Total stockholders' equity was $54,936, $53,996, $48,606 and $43,712 at March 31, 2002, December 31, 2001, December 31, 2000, and December 31, 1999, representing 10.19%, 10.68%, 10.32%, and 9.59% of total assets, respectively. At March 31, 2002, 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 Federal Deposit Insurance Corporation (FDIC) reduced FDIC insurance premium rates during  1995 which has had a positive effect on subsequent earnings and should favorably impact future year's income.  Effective March 11, 2000, the Gramm-Leach-Bliley Act of 1999 allows bank holding companies to elect to be treated as financial holding companies which may engage in a broad range of securities, insurance, and other financial activities.  At this time, neither the Company nor the Bank plan to enter these new lines of business.  The management of the Company and the Bank is not aware of any other current recommendations by the regulatory authorities which, if they were to be implemented, would have a material effect on liquidity, capital resources, or operations.

ACCOUNTING ISSUES

Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities -- a replacement of SFAS No. 125," was issued in September 2000.  It revised the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures but will carry over most of SFAs No. 125's provisions without reconsideration.  SFAS 140 is effective for transfers and servicing of financial assets and extinguishment of liabilities occurring after March 31, 2001.  This statement is effective for recognition and reclassification of collateral and for disclosures related to securitization transactions and collateral for fiscal years ending after December 15, 2000.   The adoption of the provisions of SFAS No. 140 in 2001 did not have a material effect on the Company.

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ACCOUNTING ISSUES (continued)

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets."  SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001.  SFAS 141 also specifies criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill, noting that any purchase price allocable to an assembled workforce may not be accounted for separately. SFAS No. 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142.  The Company was required to adopt the provisions of SFAS No. 141 immediately and must adopt SFAS No. 142 effective January 1, 2002.  The adoption of the provisions of SFAS No. 141 in 2001 did not have a material effect on the Company. The adoption of SFAS No. 142 is not expected to have a material effect on the Company.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."  This SFAS supercedes prior pronouncements associated with impairment or disposal of long-lived assets.  The SFAS establishes methodologies for assessing impairment of long-lived assets, including assets to be disposed of by sale or by other means.  This statement is effective for all fiscal years beginning after December 15, 2001.  This SFAS is not expected to have a material impact on the Company's financial position.

On July 2, 2001, The Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 102, "Selected Loan Loss Allowance Methodology and Documentation Issues". SAB 102 expresses the SEC's views on the development, documentation and application of a systematic methodology for determining the allowance for loan and lease losses in accordance with Generally Accepted Accounting Principles.  The Company believes that it is currently in compliance with the requirements of SAB 102.

Other accounting standards that have been issued or proposed by the Financial Accounting Standards Board that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

RISKS AND UNCERTAINTIES

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

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



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QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises principally from interest rate risk inherent in its lending, deposit and borrowing activities.  Management actively monitors and manages its interest rate risk exposure.  In addition to other risks which the Company manages in the normal course of business, such as credit quality and liquidity risk, management considers interest rate risk to be a significant market risk that could potentially have a material effect on the Company's financial condition and results of operations (See Net Income - Net Interest Income).  Other types of market risks, such as foreign currency risk and commodity price risk, do not arise in the normal course of the Company's business activities.

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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

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

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 14, 2002

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