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 SECURITIES      
    EXCHANGE ACT OF 1934


For the quarterly period ended     September 30, 1998                       
                 
                                        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 September 30, 1998 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):  (803) 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 September 30, 1998 was 596,857.


<PAGE>	
CNB Corporation
                                                                        Page

PART I.    FINANCIAL INFORMATION    


Item 1.    Financial Statements:

           Consolidated Balance Sheets as of September 30, 1998,		        1
           December 31, 1997 and September 30, 1997                         
           
           Consolidated Statement of Income for the Three Months		        2
           and Nine Months Ended September 30, 1998 and 1997                
                         
           Consolidated Statement of Comprehensive Income            			  3
           for the Three Months and Nine Months Ended 
           September 30, 1998 and 1997 

           Consolidated Statement of Changes in Stockholders'			          4
           Equity for the Nine Months Ended September 30, 1998         
           and 1997                                                         
  
           Consolidated Statement of Cash Flows for the Nine Months		     5
           Ended September 30, 1998 and 1997                                
           
           Notes to Consolidated Financial Statements                  6-13 
 
Item 2.    Management's Discussion and Analysis of Financial		        14-25
           Condition and Results of Operations                              

PART II.   OTHER INFORMATION          

Item 6.    Exhibits and Reports on Form 8-K				                        	 25


SIGNATURE	                                                    										 26































<PAGE>        
                         CNB Corporation and Subsidiary
                          Consolidated Balance Sheets
             (All Dollar Amounts, Except Per Share Data, in Thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                         Sept. 30,  December 31,  Sept. 30, 
                                             1998     1997         1997
ASSETS:
<S>                                      <C>        <C>        <C>     
    Cash and due from banks		            $ 16,684   $ 14,371   $ 16,294
    Interest bearing deposits with banks		      0          0		       	0
    Investment Securities			               66,012     70,239	  	 70,749
      (Fair values of $67,383 at
       Sept. 30, 1998, $70,893 at 
       December 31, 1997, and $71,249      
       at Sept. 30, 1997)                                                   
    Securities Available for Sale 	      	 72,893     53,184	  	 60,383
      (Amortized cost of $71,955 at                                         
       Sept. 30, 1998, $52,855 at 
       December 31, 1997, and $60,168
       at Sept. 30, 1997)
    Federal Funds sold and securities 
       purchased under agreement
       to resell		                     			 25,875     11,375	  	 19,000
    Loans:
       Gross Loans		                   			228,309    222,826  		213,196
       Less unearned income		              (1,099)    (1,105)    (1,163)
         Loans, net of unearned income   	227,210    221,721	  	212,033 
       Less reserve for possible 
          loan losses			                 	 (3,160)    (2,879)    (2,905)  
         Net loans			                    	224,050    218,842   	209,128  
    Bank premises and equipment		           7,156    	 6,798	     6,998
    Other assets					                       6,817      6,335      6,118
    Total assets					                     419,487    381,144    388,670
LIABILITIES AND STOCKHOLDERS' EQUITY:
    Deposits:                                                               
       Non-interest bearing			             64,048	    55,422	  	 65,035
    Interest-bearing				                  276,145    245,905   	240,282  
      Total deposits				                  340,193    301,327    305,317   
   Federal funds purchased and 
       securities sold under agreement 
       to repurchase			                  	 32,137    	32,366  		 37,922
    Other short-term borrowings		           1,390    	 5,000	  	  4,303  
    Other liabilities				                   3,307    	 4,707      2,662   
    Minority interest in subsidiary		          30   	     27         27  
      Total liabilities			               	377,057    343,427  		350,231  
  Stockholders' equity:
       Common stock, par value $10 per
       share:  Authorized 1,500,000; 
       issued 598,687		                 		  5,987	     5,987	  	  5,987
       Surplus					                        24,553    	24,552	  	 24,551
       Undivided Profits				               11,498	     7,030	  	  7,784
       Net Unrealized Holding			              562	       197		      129
        Gains (Losses) on                          
        Available-For-Sale Securities               
         Less: Treasury stock	     		        (170)       (49)       (12)
            Total stockholders' equity   	 42,430     37,717     38,439  
         Total liabilities 
               and stockholders' equity   419,487    381,144    388,670  
</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   Nine Months Ended   
                                                    September 30,        September 30,
							                                          	1998		      1997    1998         1997
Interest Income:                                                             
<S>                                  		           <C>       <C>       <C>       <C> 
  Interest and fees on loans				                  $  5,293  $  4,904  $  15,636 $ 14,103
  Interest on investment securities:   
    Taxable investment securities			                 1,787     1,792      5,236    5,374
    Tax-exempt investment securities		     	           170       179        519      535
    Other securities	                              					 0         0          3        3
  Interest on federal funds sold and securities 
    purchased under agreement to resell		              487       283      1,084      582
      Total interest income				                      7,737     7,158     22,478   20,597
Interest Expense:
  Interest on deposits					                          2,926     2,539      8,544    7,414
  Interest on federal funds purchased and
    securities sold under agreement to 
    repurchase						                                   375       462      1,162    1,272
  Interest on other short-term borrowings		             23        21         66       56 

      Total interest expense	                  			   3,324     3,022      9,772    8,742
Net interest income				                              4,413     4,136     12,706   11,855
Provision for possible loan losses			                  160       150        525      600

Net interest income after provision for 
  possible loan losses		                  		     	   4,253     3,986     12,181   11,255
Other income:   
  Service charges on deposit accounts	           	     660       583      1,806    1,643
  Gains/(Losses) on securities                           0         0          0        0
  Other operating income				 	                         501       360      1,134      839
      Total other income				 	                       1,161       943      2,940    2,482 
 
Other expenses:
  Minority interest in income of subsidiary	             1         1          3        3
  Salaries and employee benefits			                  1,696     1,535      5,060    4,611
  Occupancy expense					                               425       380      1,242    1,224
  Other operating expenses				                         784       705      2,113    2,011
      Total operating expenses		       	             2,906     2,621      8,418    7,849
Income before income taxes				                       2,508     2,308      6,703    5,888
  Income tax provision					                            821       805      2,234    2,120
Net Income							                                    1,687     1,503      4,469    3,768 
  
  Per share data:  
  Net income per weighted average shares
    outstanding                             						 $  2.83   $  2.51    $  7.48  $  6.30
  Cash dividend paid per share	               		 	 $     0   $     0    $     0  $     0
  Book value per actual number of shares
    outstanding					                               $ 71.09   $ 64.22    $ 71.09  $ 64.22
  Weighted average number of shares outstanding    597,708   598,486    597,708  598,486

   Actual number of shares outstanding		           596,857   598,538    596,857  598,538

</TABLE>
                                                        










                                     2
<PAGE>	
                        CNB Corporation and Subsidiary 
                Consolidated Statement of Comprehensive Income
          (All Dollar Amounts, Except Per Share Data, in Thousands)
                                 (Unaudited)



<TABLE>
<CAPTION>
                                         Three Months     Nine Months       
                                             Ended           Ended
                                         September 30,    September 30,
                                        1998       1997   1998       1997
<S>                                     <C>      <C>      <C>      <C>
Net Income                              $1,687   $1,503   $4,469   $3,768 

Other comprehensive income, net of tax 

   Unrealized gains/(losses) 
     on securities:          
   Unrealized holding gains/(losses)      	356	     131      365      102    
      during period   
                                                                           
Net Comprehensive Income                $2,043   $1,634   $4,834   $3,870

</TABLE>












































                                    3
<PAGE>

                      CNB Corporation and Subsidiary
     Consolidated Statement of Changes in Stockholders' Equity
                     (All Dollar Amounts in Thousands)
                               (Unaudited)
<TABLE>
<CAPTION>
                                                   Nine Months Ended      
                                                      September 30,       
                                                          
                                                     1998     1997      
<S>                                                 <C>       <C>
Common Stock:  
 $10 par value; 1,500,000 shares authorized                   
Balance, January 1					                         	     5,987    		4,791    
Issuance of Common Stock                               None		     None
Stock Dividend					    	                               None	     1,196  
Balance at end of period				    	                     5,987      5,987  



Surplus:
Balance, January 1					    	                         24,552	    15,697
Issuance of Common Stock						                         None	    	 None
Stock Dividend						                                   None	    	8,850
Gain on sale of treasury stock			    	                    1	         4  
Balance at end of period				    	                    24,553     24,551  



Undivided profits:
Balance, January 1					     	                         7,030	    14,082
Net Income							                                     4,469    		3,768 
Stock Dividend						                                   None	   (10,066)
Cash dividends declared					                           None	      None  
Balance at end of period				    	                    11,498	    	7,784  



Net unrealized holding gains/(losses) on
available-for-sale securities:
Balance, January 1							                               197	    	   27
Change in net unrealized gains/(Losses)		               365	       102  
Balance at end of period				    	                       562        129  



Treasury stock:
Balance, January 1
 (539 shares in 1998; 1,075 shares in 1997)		           (49)		    (101)
Purchase of treasury stock		                   		      (278)   		  (34) 
Reissue of treasury stock                    				       157 	      123  
Balance at end of period
 (1,824 shares in 1998; 143 shares in 1997)    	       (170)	      (12) 

								           	             
Total stockholders' equity				                       42,430 	   38,439  
</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 nine-month period ended Sept. 30, 
                                                      1998        1997  
<S>                                                 <C>         <C>
OPERATING ACTIVITIES                
  Net income                                        $ 4,469     $ 3,768
  Adjustments to reconcile net income to
    net cash provided by operating activities
    Depreciation                                        486         482
    Provision for loan losses                           525         600
    Provision for deferred income taxes                 102         157
    Loss (gain) on sale of investment 
     securities                                           0           0 
    (Increase) decrease in accrued interest 
     receivable                                        (367)       (337)
    (Increase) decrease in other assets                (115)         29 
    (Decrease) increase in other liabilities            292         507  
    Increase in minority interest in 
     subsidiary                                           3           2  
        Net cash provided by operating
          activities                                  5,395       5,208  
INVESTING ACTIVITIES
  Proceeds from sale of investment securities
   available for sale                                     0           0
  Proceeds from maturities of investment 
   securities held to maturity			     	              17,032      15,130 
  Proceeds from maturities of investment
   securities available for sale			                  12,341	     12,301
  Purchase of investment securities held to                                 
   maturity                        			              (12,805)    (15,730)
  Purchase of investment securities 
   available for sale					                          (32,050)    (10,546)
  Decrease (increase) in interest-bearing
    deposits in banks                                     0           0
  (Increase) decrease in federal funds sold         (14,500)    (19,000) 
  (Increase) decrease in loans                       (5,489)    (27,158)
  Premises and equipment expenditures                  (844)       (614)
        Net cash provided by (used for)
          investing activities                      (36,315)    (45,617)
FINANCING ACTIVITIES
  Dividends paid                                     (1,794)     (1,433)
  Increase (Decrease) in deposits                    38,866      36,904
  (Decrease) increase in securities sold
    under repurchase agreement                         (229)     (4,904)
  (Decrease) increase in other  
    short-term borrowings                            (3,610)      1,984 
  Increase (decrease)in obligation under 
   mortgages and capital leases                           0          (6)
        Net cash provided by (used for)
          financing activities                       33,233      42,353  
        Net increase (decrease) in cash
          and due from banks                          2,313       1,944
CASH AND DUE FROM BANKS, BEGINNING OF YEAR           14,371      14,350  
CASH AND DUE FROM BANKS, JUNE 30, 1998 AND 1997     $16,684     $16,294  
CASH PAID (RECEIVED) FOR:
  Interest                                          $ 9,600     $ 8,401   
  Income taxes                                      $ 2,215     $ 2,117  
</TABLE>                             









<PAGE>                               5


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, 597,708 for the 
  nine-month period ended September 30, 1998 and 598,486 for the nine-month 
  period ended September 30, 1997.
            

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 nine-month period ended September 30, 1998 
  and for the years ended December 31, 1997 and 1996 were approximately     
  $6,741, $5,909, and $5,112, respectively.











































                                     6
<PAGE>	


NOTE 3 - INVESTMENT SECURITIES

Investment securities with a par value of approximately $76,165 at September 
30, 1998 and $69,965 at December 31, 1997 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 September 30, 1998 and at December 31, 1997.     
<TABLE>     
<CAPTION>
                                             September 30, 1998                 
                             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	    	   $ 7,303 	 $   39	     $    0	    $ 7,342   	 	6.23%
   One to five years	        8,969	     221	    	     0 	   	 9,190   	 	6.10
             		    	   	    16,272  	   260	    	     0      16,532    		6.16   
  Federal agencies
   Within one year     	     7,345 	     43	    	     0 	  	  7,388		    6.15
   One to five years	       47,897 	    627	    	     0	     48,524     	5.97  
			    	                    55,242 	    670		         0	     55,912    		5.99  
  State, county and      
  municipal                                                                
   Within one year             325  	     8	    	     0     	   333  	  	7.90   
				                           325	       8		         0	        333    		7.90  
  Other Securities(Equity) 	   116	       0		         0	        116         -  
  Total available for sale $71,955  	$  938		    $    0	    $72,893    		6.04%
         
HELD TO MATURITY               
  United States Treasury                 
   Within one year		         9,683	      52		         1		     9,734    		5.89%
   One to five years	        7,026 	    128		         0	      7,154    		6.16  
				                        16,709	     180	    	     1      16,888    		6.00  
  Federal agencies
   Within one year     	     1,022  	     2	    	     0	    	 1,024	    	5.48%
   One to five years	       34,400	     701	    	     0	     35,101    		6.12  
 				                       35,422  	   703		         0      36,125    		6.10  
  State, county and        
  municipal
   Within one year	    	     1,227  	    15 	         0	    	 1,242    		9.55%
   One to five years	        7,342	     230	    	     0    		 7,572    		7.92
   Six to ten years	         5,312  	   244	    	     0	      5,556 	   	7.47  
				                        13,881	     489		         0	     14,370    		7.89  
   Total held to maturity  $66,012	  $1,372		    $    1	    $67,383    		6.46%
</TABLE>      
(1) Tax equivalent adjustment based on a 34% tax rate.
          
    As  of  the quarter ended September 30, 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 $562 as of September 30, 1998.

















                                      7
<PAGE>	
NOTE 3 - INVESTMENT SECURITIES (Continued)


<TABLE>     
<CAPTION>
                                       December 31, 1997                     		
           		    	           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	    	    $10,252	    $   52 	 $     8	    $10,296	    6.53%
   One to five years	        11,987	       125 	       -	     12,112    	6.30  
				                         22,239 	      177  	      8	     22,408	    6.41  
  Federal agencies
   Within one year         			4,995	         1	       12    	  4,984    	5.11   
   One to five years	        23,805	       158	       18	     23,945	    6.26
    After ten years	          1,375	        21  	      -	      1,396    	6.90  
				                         30,175	       180  	     30	     30,325	    6.10  
  State, county and      
  municipal                                                                
   One to five years	           325	        10 	       -	        335	    7.85  

  Other - restricted 
   Federal Reserve
    Bank Stock                  116	         -         -	        116	    6.03%  
  
  Total available for sale  $52,855	    $  367  	$    38	    $53,184	    6.24%
    
HELD TO MATURITY               
  United States Treasury                 
   Within one year           17,703		       11        49	     17,665	    5.14%
   One to five years          9,977	       131 	       -	     10,108    	6.46
                             27,680	       142 	      49	     27,773    	5.62  
  Federal agencies
   One to five years         28,235        216 	      45      28,406    	6.34   
                                                                               
  State, county and        
  municipal                                                                 
   Within one year		          1,540	         9	        -       1,549     8.88
   One to five years	         6,436		      214         1	      6,649    	8.71
   Six to ten years	          5,746	       157	        -	      5,903    	7.39
   After ten years 	            602	        11	        -	        613    	7.39  
				                         14,324	       391 	       1	     14,714	    8.14  
   Total held to maturity   $70,239 	   $  749	  $    95	    $70,893	    6.42%
 </TABLE>         
(1) Tax equivalent adjustment based on a 34% tax rate.
          
    As of the quarter ended  December 31, 1997, the Bank  did not hold any  
    securities of an issuer that exceeded 10% of stockholders' equity. The  
    net unrealized  holding gains/(losses) on available-for-sale securities
    component of capital is $197 as of December 31, 1997.

















                                     8
<PAGE>	 

NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES

     The following is a summary of loans at September 30, 1998 and December 
31, 1997 by major classification:
<TABLE>
<CAPTION>
                                         September 30,         December 31,
                                             1998                 1997      
<S>                                       <C>                   <C>
Real estate loans - mortgage			            $  137,829		          $ 136,441
                  - construction		             18,233		             19,653
Commercial and industrial loans		              37,119      		       34,606
Loans to individuals for household,      
  family and other consumer expenditures	      33,127	      	       30,772
Agriculture						                               1,853		              1,214
All other loans, including overdrafts	            148 		               140  
     Gross loans					                         228,309 	     	      222,826  
       Less unearned income			                 (1,099)	     	       (1,105) 
       Less reserve for loan losses		          (3,160)		            (2,879)
         Net loans					                       224,050 	     	      218,842  
</TABLE>       

















































                                    9 
<PAGE>
NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES, continued

     Changes in the reserve for loan losses for the quarter ended and nine-
month period ended September 30, 1998 and 1997 and the year ended December 
31, 1997 are summarized as follows:
<TABLE> 
<CAPTION>
                                 	Quarter Ended     Nine Months Ended December        
                                  September 30,       September 30,        31,
                                		1998        1997  1998        1997    1997  
<S>                              	<C>      <C>      <C>      <C>      <C>       
Balance, beginning of period     	$ 3,094  $ 2,707  $ 2,879  $ 2,370  $ 2,370
Charge-offs:
   Commercial, financial,
    and agricultural		           	     40       20      111       84      238
   Real Estate - construction 
    and mortgage				                   	1        0       11        4        5
   Loans to individuals			            132       99      357      256      399
       Total charge-offs		       	$   173  $   119  $   479  $   344  $   642
Recoveries:
   Commercial, financial, and 
    agricultural              				$    29  $    45  $    63  $    67  $   100 
   Real Estate - construction 
    and mortgage			                     0       92        4      106      106
   Loans to individuals			             50       30      168      106      145
       Total recoveries		        	$    79  $   167  $   235  $   279  $   351
Net charge-offs/(recoveries)		    $    94  $   (48) $   244  $    65  $   291
Additions charge to operations		  $   160  $   150  $   525  $   600  $   800
Balance, end of period			         $ 3,160  $ 2,905  $ 3,160  $ 2,905  $ 2,879
Ratio of net charge-offs during
 the period to average loans  		                                            
 outstanding during the period		      .04%       -%     .11%     .03%     .14%
</TABLE>
The entire balance is available to absorb future loan losses.

At September 30, 1998 and December 31, 1997 loans on which no interest was 
being accrued totalled approximately $44 and $24, respectively and 
foreclosed real estate totalled $0 and $16, respectively; and loans 90 days 
past due and still accruing totalled $144 and $135, 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 US 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 September 30, 1998, 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 September 30, 1998 and December 31, 1997 is summarized as 
follows:    
                                   	September 30,     December 31, 
                                       1998                1997        

Land and buildings                   $  8,949           $  8,853
Furniture, fixtures and equipment       5,370              5,313
Construction in progress                  529                  2
                                     $ 14,848           $ 14,168
Less accumulated depreciation and
   amortization                         7,692              7,370
                                     $  7,156           $  6,798

     Depreciation and amortization of bank premises and equipment charged to 
operating expense was $157 and $486 for the quarter ended and the nine- 
month period ended September 30, 1998, respectively and $700 for the year 
ended December 31, 1997.                                                    
                	
NOTE 6 - CERTIFICATES OF DEPOSIT IN EXCESS OF $100,000

     At September 30, 1998 and December 31, 1997, certificates of deposit of 
$100,000 or more included in time deposits totaled approximately $63,681 and 
$56,305 respectively.  Interest expense on these deposits was approximately 
$859 and $2,616 for the quarter ended and the nine-month period ended 
September 30, 1998 and $2,815 the year ended December 31, 1997. 

NOTE 7 - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

     At September 30, 1998 and December 31, 1997, securities sold under 
repurchase agreements totaled approximately $32,137 and $32,366.  U.S. 
Government securities with a book value of $35,950 ($36,581 market value) 
and $38,984 ($39,242 market value), respectively, are used as collateral for 
the agreements.  The weighted-average interest rate of these agreements was 
4.41 percent and 4.61 percent at September 30, 1998 and December 31, 1997.  
 
NOTE 8 - LINES OF CREDIT 

     At September 30, 1998, the Bank had unused short-term lines of credit 
to purchase Federal Funds from unrelated banks totaling $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 Notes with a market value of $7,977 at September 
30, 1998.  The amount outstanding under the note totaled $1,390 and $5,000 
at September 30, 1998 and December 31, 1997, respectively.

NOTE 9 - INCOME TAXES 

     Income tax expense for the quarter ended September 30, 1998 and 
September 30, 1997 on pretax income of $2,508 and $2,308 totalled $821 and 
$805 respectively.  Income tax expense for the nine-month period ended 
September 30, 1998 and September 30, 1997 on pretax income of $6,703 and 
$5,888 totalled $2,234 and $2,120 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 are 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 
September 30, 1998.                                                         
                                                        
     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 
September 30, 1998, commitments to extend credit totalled $20,636; financial 
standby letters of credit totalled $63; and performance standby letters of 
credit totalled $827.  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 one percent of employee 
salary deferred and fifty percent of employee contributions in excess of one 
percent and up to six percent of salary deferred.  The Board of Directors 
may also make discretionary contributions to the Plan.  For the three-month 
and nine-month period ended September 30, 1998 and years ended December 31, 
1997, 1996 and 1995, $94, $281, $367, $336, and $266, 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 presented in 
the table below as of September 30, 1998:      
                                                                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 	$42,995 17.80%  $19,321	  8.0%	   	  $24,151 10.0%
 weighted assets)
Tier I Capital (to risk	 39,976 16.55     9,660	  4.0		       14,491  6.0
 weighted assets)
Tier I Capital (to avg.	 39,976  9.71    16,463   4.0		       20,579  5.0
 assets)








                                    12 
<PAGE>	
NOTE 13 - CONDENSED FINANCIAL INFORMATION

     Following is condensed financial information of CNB Corporation (parent 
company only):
                               CONDENSED BALANCE SHEET
                                  SEPTEMBER 30, 1998
                                     (Unaudited)
ASSETS
   Cash                                                          $  1,640
   Investment in subsidiary                                        40,508
   Fixed assets                                                       245 
   Other assets                                                        37 
                                                                 $ 42,430

LIABILITIES AND STOCKHOLDERS' EQUITY
   Other liability                                               $      0
   Stockholders' equity                                            42,430 
                                                                 $ 42,430

CONDENSED STATEMENT OF INCOME
		For the nine-month period ended September 30, 1998              
   (Unaudited)

EQUITY IN NET INCOME OF SUBSIDIARY                               $  4,498
OTHER INCOME                                                            7
OTHER EXPENSES                                                        (36)
   Net Income                                                    $  4,469







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 
slowed to an increase of 7.2% from $212,033 at September 30, 1997 to 
$227,210 at September 30, 1998 and have decreased as a percentage of total 
assets from 54.6% to 54.2% over the same period as loan demand has slowed 
somewhat in our market. Correspondingly, securities and federal funds sold 
have increased as a percentage of total assets from 38.6% at September 30, 
1997 to 39.3% at September 30, 1998.  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 decreased as a percentage of total 
assets from 16.7% at September 30, 1997 to 15.3% at September 30, 1998.  As 
more customers, both business and personal, are attracted to 
interest-bearing deposit accounts, we expect a decline in the percentage of 
demand deposits over the long-term. Interest-bearing deposits have increased 
from 61.8% of total assets at September 30, 1997 to 65.8% at September 30, 
1998 while securities sold under agreement to repurchase have decreased from 
9.8% to 7.7% over the same period. 

The following table sets forth the percentage relationship to total assets 
of significant components of the corporation's balance sheet as of September 
30, 1998 and 1997:
<TABLE>
<CAPTION>          
								                                                September  30,      
<S>                                                  <C>           <C> 
Assets:							                                       1998 		       1997	   
  Earning assets:                                    
   Loans, net of unearned income			                   54.2%		       54.6% 
     Investment securities				                        15.7          18.2  
   Securities Available for Sale			                   17.4	    	    15.5
     Federal funds sold and securities purchased       
     under agreement to resell				                    	6.2		         4.9  
     Other earning assets        			                     -             -   
       Total earning assets      			                  93.5          93.2  
    Other assets						                                 6.5 	    	    6.8  
       Total assets					                             100.0%        100.0%
Liabilities and stockholders' equity:
 Interest-bearing liabilities:  
  Interest-bearing deposits				                       65.8%		       61.8%
  Federal funds purchased and securities sold 
   under agreement to repurchase			                    7.7		         9.8
  Other short-term borrowings	                 	        .3 		        1.1  
     Total interest-bearing liabilities	     	        73.8     		   72.7  
         Noninterest-bearing deposits		               15.3		        16.7  
     Other liabilities						                            .8	     	     .7  
     Stockholders' equity				                         10.1     		    9.9  
         Total liabilities and stockholders' equity  100.0%   		   100.0% 


</TABLE>

<PAGE>                              14
RESULTS OF OPERATION

CNB Corporation experienced  earnings for  the  three-month period  ended 
September 30, 1998 and 1997 of $1,687 and $1,503, respectively, resulting in 
a return  on average assets of 1.57% and 1.55% and a return on average 
stockholders' equity of 16.32% and 16.02%.

CNB Corporation experienced earnings for the nine-month period ended 
September 30, 1998 and 1997 of $4,469 and $3,768, respectively, resulting in 
a return on average assets of 1.45% and 1.35% and a return on average 
stockholders' equity of 14.96% and 14.05%.  

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 conservative 
dividend policy, have supplied the necessary capital funds to support the 
growth in total assets. Total assets  have  increased  $30,817 or 7.9% from 
$388,670 at September 30, 1997 to $419,487 at September 30, 1998.  The 
following table sets forth the financial highlights for the three-month and 
nine-month periods ending September 30, 1998 and September 30, 1997:        
                                                                            
                                    CNB Corporation                         
                           CNB Corporation and Subsidiary
                              FINANCIAL HIGHLIGHTS
            (All Dollar Amounts, Except Per Share Data, in Thousands)
<TABLE>
<CAPTION>
                                       Three-Month Period	     Nine-Month Period
                                       Ended September 30,	    Ended September 30,   
                                                  Percent                    Percent
                                                  Increase                   Increase
                                    1998   1997  (Decrease)   1998     1997 (Decrease)
<S>                              <C>       <C>       <C>     <C>      <C>    <C>
Net interest income after
    provision for loan losses	     4,253  	  3,986    6.7%    12,181   11,255   8.2%
Income before income taxes	        2,508	    2,308    8.7      6,703    5,888  13.8 
Net Income	                			     1,687	    1,503   12.2      4,469    3,768  18.6 
Per Share       			                 2.83	     2.51   12.7       7.48     6.30  18.7 
Cash dividends declared			             0	        0      -          0        0     -
   Per Share					                      0         0      -          0        0     -
Total assets			   	              419,487   388,670    7.9%   419,487  388,670   7.9%
Total deposits			                340,193   305,317   11.4    340,193  305,317  11.4
Loans, net of unearned income	   227,210   212,033    7.2    227,210  212,033   7.2
Investment securities and 
    securities available for
    sale				                     138,905   131,132    5.9    138,905  131,132   5.9
Stockholders' equity		            42,430    38,439   10.4     42,430   38,439  10.4
    Book value per share		         71.09     64.22   10.7      71.09    64.22  10.7
Ratios (1):
Annualized return on average
    total assets	                   1.57%     1.55%   1.3%      1.45%    1.35%  7.4% 
Annualized return on average
    stockholders' equity	          16.32%    16.02%   1.9%     14.96%   14.05%  6.5%

</TABLE>

(1) For the three-month period ended September 30, 1998 and September 30,   
    1997, average total assets amounted to $429,596 and $388,016 with       
    average stockholders' equity totaling $41,356 and $37,524, respectively. 
    For the nine-month period ended September 30, 1998 and September 30,    
    1997, average total assets amounted to $411,942 and $373,326 with       
    average stockholders' equity totaling $39,818 and $35,748, 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 1998 and 1997.  However, fluctuations in market interest rates do 
not necessarily have a significant impact on net interest income, depending 
on the bank's rate sensitivity position.  A rate sensitive asset (RSA) is 
any loan or investment that can be repriced 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 
and nine-month periods ended September 30, 1998 and 1997 by earning 
satisfactory yields on loans and securities 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 6.4% increase from $4,229 
for the three-month period ended September 30, 1997 to $4,500 for the 
three-month period ended September 30, 1998.  During the same period, total 
fully-tax-equivalent interest income increased by 7.9% from $7,251 to $7,824 
and total interest expense increased by 10.0% from $3,022 to $3,324. 
Fully-tax-equivalent net interest income as a percentage of total earning 
assets has shown a decrease of .13% from 4.67% for the three-month period 
ended September 30, 1997 to 4.54% for the three-month period ended September 
30, 1998.                                                                   
     
Fully-tax-equivalent net interest income showed a 6.9% increase from $12,131 
for the nine-month period ended September 30, 1997 to $12,973 for the nine-
month period ended September 30, 1998.  During the same period, total fully-
tax-equivalent interest income increased by 9.0% from $20,873 to $22,745 and 
total interest expense increased by 11.8% from $8,742 to $9,772. Fully-tax-
equivalent net interest income as a percentage of total earning assets has 
shown a decrease of .13% from 4.64% for the nine-month period ended 
September 30, 1997 to 4.51% for the nine-month period ended September 30, 
1998.

The tables on the following four 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 9/30/98    Three Months Ended 9/30/97 
                                     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	   $229,926	$ 5,293	   9.21% 	  $209,965 	 $ 4,904	   9.34%
     Securities:            
     Taxable	                 			    117,565	  1,787	   6.08 	    118,336	    1,792	   6.06
     Tax-exempt			                    13,636     257	   7.54	      13,879	      272	   7.84
   Federal funds sold and                           
     securities purchased under
     agreement to resell		            35,127	    487	   5.55	      20,400	      283	   5.55
   Other earning assets		                  0	      0	      -	           0	        0	      -
      Total earning assets		         396,254	  7,824   	7.90	     362,580	    7,251 	  8.00
    Other assets			                   33,342				                   25,436
      Total assets			               $429,596              				   $388,016

Liabilities and stockholders equity
   Interest-bearing liabilities:     
   Interest-bearing deposits	       $272,783	  2,926   	4.29	    $240,732	  $ 2,539	   4.22
   Federal funds purchased and                       
    securities sold under
    agreement to repurchase     	     34,048	    375	   4.41	      38,553	      462	   4.79
   Other short-term borrowings	   	    1,533	     23	   6.00	       1,612 	      21	   5.21
       Total interest-bearing       		      
        liabilities			              $308,364	$ 3,324	   4.31	    $280,897 	 $ 3,022	   4.30
   Noninterest-bearing deposits	      70,228		         	           65,621
   Other liabilities				               9,648	              			      3,974
   Stockholders' equity	        	     41,356              				     37,524   
         Total liabilities and                                            
           stockholders' equity	    $429,596	              			   $388,016
   Net interest income as a percent                        
     of total earning assets	       $396,254	$ 4,500	   4.54	    $362,580	  $ 4,229   	4.67
  
(1)  Tax-equivalent adjustment         
     based on a 34% tax rate			              $    87				                    $    93
</TABLE>
<TABLE>
<CAPTION>
<S>                                                    <C>                            <C>
Ratios:
Annualized return on average total assets			            1.57					                      1.55
Annualized return on average stockholders' equity	     16.32	           			           16.02 
Cash dividends declared as a percent of net income		       0					                         0
Average stockholders' equity as a percent of:
  Average total assets						                            9.63				  	                    9.67
  Average total deposits		                     			     12.06	              			        12.25
  Average loans, net of unearned income	   	     	     17.99			     	                 17.87
Average earning assets as a percent of   
average total assets	                        					     92.24				                      93.44
</TABLE>

















                                               17
<PAGE>
                               	CNB Corporation and Subsidiary
	                                   Selected Financial Data
<TABLE>
<CAPTION>
                                  Nine Months Ended 9/30/98      Nine Months Ended 9/30/97 
                                   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	   $227,986	$15,636    9.14%	   $201,261	 $14,103 	  9.34%
     Securities:            
     Taxable				                     115,083	  5,239   	6.07	     119,100	   5,377	    6.02
     Tax-exempt			                    13,620	    786	   7.69	      13,791      811	    7.84
   Federal funds sold and                           
     securities purchased under
     agreement to resell		            27,147	  1,084	   5.32 	     14,552	     582	    5.33
   Other earning assets		                  0	      0	      -	           0	       0	       -
      Total earning assets		         383,836	 22,745   	7.90	     348,704	  20,873	    7.98
    Other assets			                   28,106				                   24,622
      Total assets			               $411,942				                 $373,326            

Liabilities and stockholders equity
   Interest-bearing liabilities:     
   Interest-bearing deposits	       $265,831	  8,544	   4.29	    $238,686	 $ 7,414	    4.14
   Federal funds purchased and                       
    securities sold under
    agreement to repurchase	          34,624	  1,162	   4.47	      36,099	   1,272	    4.70
   Other short-term borrowings	        1,555	     66	   5.66	       1,470	      56	    5.08
       Total interest-bearing                                                               
         liabilities 		             $302,010	$ 9,772	   4.31	    $276,255	 $ 8,742	    4.22  
Noninterest-bearing deposits	         64,604				                   58,073
   Other liabilities			                5,510				                    3,250                
   Stockholders' equity		             39,818				                   35,748   
         Total liabilities and                                            
           stockholders' equity    	$411,942				                 $373,326          
   Net interest income as a percent                        
     of total earning assets	       $383,836	$12,973	   4.51	    $348,704	 $12,131	    4.64
  
(1)  Tax-equivalent adjustment         
     based on a 34% tax rate			              $   267				                   $   276
</TABLE>
<TABLE>
<CAPTION>
<S>
Ratios:                                              <C>                             <C>
Annualized return on average total assets			           1.45				                        1.35
Annualized return on average stockholders' equity	    14.96 				                      14.05
Cash dividends declared as a percent of net income		      0					                          0
Average stockholders' equity as a percent of:
  Average total assets						                           9.67				  	                     9.58
  Average total deposits					                         12.05				                       12.05
  Average loans, net of unearned income		     	       17.47				                       17.76
Average earning assets as a percent of   
average total assets						                            93.18  				                     93.40
</TABLE>














                                               18
<PAGE>

<TABLE>
<CAPTION>
                                                       CNB Corporation and Subsidiary
                                                        Rate/Volume Variance Analysis
                                         For the Three Months Ended September 30, 1998 and 1997                
       
                                                           (Dollars in Thousands)
<S>                           <C>      <C>      <C>         <C>         <C>          <C>          <C>       <C>     <C>      <C>
                                                                                                                             Change
                              Average  Average                          Interest     Interest               Change  Change   Due To
                               Volume   Volume  Yield/Rate  Yield/Rate  Earned/Paid  Earned/Paid            Due to  Due To   Rate X
                               1998     1997    1998 (1)    1997 (1)    1998 (1)     1997 (1)     Variance   Rate   Volume   Volume
Earning Assets:                                                                                    
Loans, Net of unearned 
 income (2)                   229,926   209,965     9.21%       9.34%     5,293       4,904         389      (68)     466       (9) 
Investment securities:  
 Taxable			                   117,565   118,336     6.08%       6.06%     1,787       1,792 	        (5) 		    6      (12)	      1  
Tax-exempt                     13,636    13,879     7.54%       7.84%       257         272	        (15)	    (10)      (5)       - 
Federal funds sold and
 securities purchased under
 agreement to resell           35,127    20,400     5.55%       5.55%       487         283         204        -      204        - 
Other earning assets                0         0      -           -            0           0           0        -        -        -  

Total Earning Assets          396,254   362,580     7.90%       8.00%     7,824       7,251         573      (72)     653       (8) 

Interest-bearing Liabilities:
 
Interest-bearing deposits     272,783   240,732     4.29%       4.22%     2,926       2,539         387       42      338        7 
Federal funds purchased and
 securities sold under       
 agreement to repurchase       34,048    38,553     4.41%       4.79%       375         462         (87)     (37)     (54)       4 
Other short-term borrowings     1,533     1,612     6.00%       5.21%        23          21           2        3       (1)       -  

Total Interest-bearing       
 Liabilities                  308,364   280,897     4.31%       4.30%     3,324       3,022         302        8      283       11  
Interest-free Funds
 Supporting Earning Assets     87,890    81,683

Total Funds Supporting                                                                                         
Earning Assets                396,254   362,580     3.36%       3.33%     3,324       3,022         302        8      283       11  

Interest Rate Spread                                3.59%       3.70%
Impact of Non-interest-
  bearing
 Funds on Net Yield on
 Earning Assets                                      .95%        .97%                           

Net Yield on Earning
  Assets                                            4.54%       4.67%     4,500       4,229
</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.







                                                             	19
<PAGE>
<TABLE>
<CAPTION>
                                                       CNB Corporation and Subsidiary
                                                        Rate/Volume Variance Analysis
                                           For the Nine Months Ended September 30, 1998 and 1997               
       
                                                             (Dollars in Thousands)
<S>                           <C>      <C>      <C>         <C>         <C>          <C>          <C>       <C>     <C>      <C>
                                                                                                                            Change
                              Average  Average                           Interest     Interest              Change  Change   Due To
                               Volume   Volume  Yield/Rate  Yield/Rate  Earned/Paid  Earned/Paid            Due to  Due To   Rate X
                                1998     1997    1998 (1)    1997 (1)    1998 (1)     1997 (1)    Variance   Rate   Volume   Volume
Earning Assets:                                                                                    

Loans, Net of unearned 
 income (2)                   227,986   201,261     9.14%       9.34%    15,636      14,103       1,533     (302)   1,872      (37)
Investment securities:  
 Taxable                      115,083   119,100     6.07%       6.02%     5,239       5,377        (138)      45     (181)      (2)
 Tax-exempt                    13,620    13,791     7.69%       7.84%       786         811         (25)     (16)     (10)       1
Federal funds sold and
 securities purchased under
 agreement to resell           27,147    14,552     5.32%       5.33%     1,084         582         502       (1)     503        - 
Other earning assets                0         0      -           -            0           0           -        -        -        -  

Total Earning Assets          383,836   348,704     7.90%       7.98%    22,745      20,873       1,872     (274)   2,184      (38) 

Interest-bearing Liabilities:
 
Interest-bearing deposits     265,831   238,686     4.29%       4.14%     8,544       7,414       1,130      269      843       18 
Federal funds purchased and
 securities sold under       
 agreement to repurchase       34,624    36,099     4.47%       4.70%     1,162       1,272        (110)     (62)     (52)       4 
Other short-term borrowings     1,555     1,470     5.66%       5.08%        66          56          10        6        3        1  

Total Interest-bearing       
 Liabilities                  302,010   276,255     4.31%       4.22%     9,772       8,742       1,030      213      794       23  
Interest-free Funds
 Supporting Earning Assets     81,826    72,449

Total Funds Supporting                                                                                         
Earning Assets                383,836   348,704     3.39%       3.34%     9,772       8,742       1,030      213      794       23  

Interest Rate Spread                                3.59%       3.76%
Impact of Non-interest-
  bearing
 Funds on Net Yield on
  Earning Assets                                     .92%        .88%                           

Net Yield on Earning
  Assets                                            4.51%       4.64%    12,973      12,131
</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.

	20
<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 $160 for the three-month period 
ended September 30, 1998 and $150  for the three-month period ended September 
30, 1997.  Net loan charge-offs/(recoveries) totaled $94 for the three-month 
period ended September 30, 1998 and $(48) for the same period in 1997.

The provision for possible loan losses was $525 for the nine-month period ended 
September 30, 1998 and $600 for the nine-month period ended September 30, 1997. 
Net loan charge-offs/(recoveries) totaled $244 for the nine-month period ended 
September 30, 1998 and $65 for the same period in 1997.

The reserve for possible loan losses as a percentage of  net  loans was 1.41% 
at September 30, 1998 and 1.39% at September 30, 1997.  The relatively flat 
provision during the  three-month and nine-month period ended September 30, 
1998 was due to the decreased rate of loan growth. Continued moderate net 
charge-offs through the remainder of 1998 are anticipated by management.

Securities Transactions - The Bank had no security sales during the first 
three quarters of 1998 or 1997.  At September 30, 1998, December 31, 1997, and 
September 30, 1997 market value appreciation/(depreciation) in the securities 
portfolio totaled $2,309, $983, and $715.  As indicated, market value increased 
in 1997 and 1998 due to falling market interest rates.

Other Income - Other income, net of any gains/losses on security transactions, 
increased by 23.1% from $943 for the three-month period ended September 30, 
1997 to $1,161 for the three-month period ended September 30, 1998.

Other income, net of any gains/losses on security transactions, increased by 
18.5% from $2,482 for the nine-month period ended September 30, 1997 to $2,940 
for the nine-month period ended September 30, 1998. 

This increase in the three-month and nine-month period ended September 30, 1998 
was due to an increase in deposit account volumes; higher merchant discount 
income, and a June 1, 1997 increase in overall service charge rates.

Other Expenses - Other expenses increased by 10.9% from $2,621 for the three-
month period ended September 30, 1997 to $2,906 for the three-month period 
ended September 30, 1998.   The major components of other expenses are salaries 
and employee benefits which increased 10.5% from $1,535 to $1,696; occupancy 
expense which increased 11.8% from $380 to $425; and other operating expenses 
which increased by 11.2% from $705 to $784.                         


<PAGE>						21
Other Expenses (continued) - All categories of other expenses have increased 
due to the construction, staffing, and equipping of the new "West Conway Office"
scheduled to open in October, 1998.  Full-time-equivalent employee numbers have 
increased from 183 at September 30, 1997 to 197 at September 30, 1998.

Other expenses increased by 7.2% from $7,849 for the nine-month period ended 
September 30, 1997 to $8,418 for the nine-month period ended September 30, 
1998.  The major components of other expenses are salaries and employee 
benefits which increased 9.7% from $4,611 to $5,060; occupancy expense which 
increased 1.5% from $1,224 to $1,242; and other operating expense which 
increased by 5.1% from $2,011 to $2,113. Other expenses increased due to the 
afore-mentioned addition to the Bank's 
branching system.

Income Taxes - Provisions for income taxes increased 2.0% from $805 for the 
three-month period ended September 30, 1997 to $821 for the three-month period 
ended September 30, 1998.  Income before income taxes less interest on tax-
exempt investment securities increased by 9.8% from $2,129 for the three-month 
period ended September 30, 1997 to $2,338 for the same period in 1998.  State 
tax liability increased as income before income taxes increased 8.7% from 
$2,308 to $2,508 during the same period.

Provisions for income taxes increased 5.4% from $2,120 for the nine-month 
period ended September 30, 1997 to $2,234 for the nine-month period ended 
September 30, 1998. Income before income taxes less interest on tax-exempt 
investment securities increased by 15.5% from $5,353 for the nine-month period 
ended September 30, 1997 to $6,184 for the same period in 1998 and state tax 
liability increased as income before income taxes increased 13.8% from $5,888 
to $6,703 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, on a short-term basis, to 
borrow funds from the Federal Reserve System.  Management feels that short-term 
and long-term liquidity sources are more than adequate to meet funding needs.

CAPITAL RESOURCES

Total stockholders' equity was $42,430, $37,717, $34,496, and $32,195 at 
September 30, 1998, December 31, 1997, December 31, 1996, and December 31, 
1995, representing 10.11%, 9.90%, 10.09%, and 9.91% of total assets, 
respectively. At September 30, 1998, 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.




<PAGE>						22
CAPITAL RESOURCES (continued)

The Company paid an approximate 25% stock dividend on September 12, 1997.  The 
Board continued to pay a $3.00 per share annual cash dividend at year-end 1997 
on the increased number of outstanding shares which has the effect of 
increasing 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

The FASB issued Statement of Financial Accounting Standard (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 for comprehensive 
purposes is required.

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




<PAGE>					                               23
ACCOUNTING ISSUES (continued)

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 statement of financial position as assets or liabilities.  
The statement is effective for fiscal years and quarters beginning after June 
15, 1999.  Because the Company has limited use of derivative transactions at 
this time, management does not expect that this standard would have a 
significant effect on the Company.

In April 1998, the FASB issued SFAS 132, "Employers' Disclosures about Pensions 
and Other Postretirement Benefits".  The new Statement revises the required 
disclosures for employee benefit plans, but it does not change the measurement 
or recognition of such plans.  While the new standard requires some additional 
information about benefit plans, it helps preparers of financial statements by 
eliminating certain disclosures and by standardizing the disclosures for 
pensions and other postretirement benefits to the extent practicable.  SFAS 132 
supercedes the disclosure requirements in SFAS 87, "Employers' Accounting for 
Pensions", SFAS 88, "Employers' Accounting for Settlements and Curtailments of 
Defined Benefit Pension Plans and for Termination Benefits", and SFAS 106, 
"Employers' Accounting for Postretirement Benefits Other than Pensions".  The 
new disclosures are effective for fiscal years beginning after December 15, 
1997.  The adoption of SFAS 132 will not have an impact on the financial 
statements of the Company due to the disclosure only requirements.

In March 1998, the Accounting Standards Executive Committee of the AICPA issued 
Statement of Position 98-1, "Accounting for the Costs of Computer Software 
Developed or Obtained for Internal Use"  (SOP 98-1), which provided guidance as 
to when it is or is not appropriate to capitalize the cost of software 
developed or obtained for internal use.  SOP 98-1 is effective for financial 
statements for fiscal years beginning after December 15, 1998 with early 
adoption encouraged.  The Company does not anticipate that adoption of SOP 98-1 
will have a material effect on its financial statements.    

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.  J-Square, a Banker Software 
consulting firm, has been retained to assist in the testing of core application 
system software. 
<PAGE>				                            24

YEAR 2000 (continued)

All systems used by the bank were identified and prioritized with a time line 
established for projected dates of upgrades, replacement, certification, and 
testing.  The Remediation and Testing Plans are on schedule with all mission 
critical systems having been replaced or upgraded to Year 2000 compliance. 
Testing of all systems to ensure Year 2000 compliance is expected to be 
completed by December 31, 1998. A Business Interruption Plan is in place to 
establish additional contingency plans in the event of possible unforeseen 
hardware or software failures. Anticipated Year 2000 costs are projected to be 
approximately $276,000.00.

The potential risk of Year 2000 impact on large loan and deposit customers of 
the bank has been assessed by loan and calling officers.  In addition, The 
Conway National Bank is scheduled to host meetings to help customers with their 
Year 2000 concerns.



                         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 27 and 28).

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














                                    25        


<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:  November 12, 1998   






















                                   26
<PAGE>