FORM 10-Q

(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, 2003

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, 2003    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):(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 .
     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Exchange Act).

Yes.  NoX .

State the number of shares outstanding of the issuers shares of common equity as of the latest practical date:  716,925 shares of common stock, par value $10 per share, October 31, 2003.



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|CNB Corporation
PART I.    FINANCIAL INFORMATION
Item 1.    Financial Statements:
           Consolidated Balance Sheets as of September 30, 2003,
           December 31, 2002 and September 30, 2002
           Consolidated Statements of Income for the Three Months
           and Nine Months Ended September 30, 2003 and 2002
           Consolidated Statements of Comprehensive Income
           for the Three Months and Nine Months Ended
           September 30, 2003 and 2002 
           Consolidated Statements of Changes in Stockholders'
           Equity for the Nine Months Ended September 30, 2003
           and 2002
           Consolidated Statements of Cash Flows for the Nine Months
           Ended September 30, 2003 and 2002
           Notes to Consolidated Financial Statements
Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations
Item 3.    Qualitative and Quantitative Disclosures About Market Risk
Item 4.    Controls and Procedures
PART II.   OTHER INFORMATION
Item 5.    Exhibits and Reports on Form 8-K
SIGNATURE | Page
1
2
3
4
5
6-13
13-23
23
23
24
24
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------





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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 $9,448 at
       September 30, 2003, $13,702 at 
       December 31, 2002, and $14,775
       at September 30, 2002)
    Securities Available for Sale
      (Amortized cost of $183,174 at
       September 30, 2003, $159,341 at
       December 31, 2002, and $173,770
       at September 30, 2002)
    Federal Funds sold and securities
       purchased under agreement
       to resell
    Loans:
       Total 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
       2003 and 2002; issued 718,246 in
       2003 and 2002
       Surplus
       Undivided Profits
       Net Unrealized Holding
       Gains (Losses) on
        Available-For-Sale Securities
         Less:  Treasury stock
            Total stockholders' equity
           Total liabilities
             and stockholders' equity | Sept. 30,
  2003  
$ 21,621 
0 
 8,962 
188,292 
35,000 
         
343,210 (4,498)338,712 
 15,020 9,209 
$616,816107,888 405,842 
 513,730
32,060 
1,107 3,691 
 550,588
7,182 
34,792 
21,343 
3,071 (160)66,228 $616,816 | December 31,
  2002  
$ 25,217 
0 
 13,105 
165,914 
22,000 
         
325,622 (4,155)321,467 
 12,449 9,338 
$569,490$100,225 368,084 
 468,309
26,219 
6,509 7,328 
 508,365
7,182 
34,783 
15,318 
3,944 (102)
  61,125 
$569,490 | Sept. 30,
  2002  
$ 22,824 
0 
 14,069 
179,904 
17,900 
         
314,031 (4,109)309,922 
 12,022 9,148 
$565,78997,486 369,968 
 467,454
24,007 
7,052 4,655 
 503,168
7,182 
34,780 
16,712 
4,101 (154)
  62,621 
$565,789
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 available-for-sale 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
Sept. 30,                                                                                                                                                                    | Nine Months Ended 
Sept. 30,                                                                                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2003 
$  5,608
1,610
25686
   7,5601,669
774
   1,750
   5,810250
   5,560846
0816
   1,662   2,512
     5411,049
   4,102
   3,1201,002
   2,118
$   2.95
$      0
$  92.37
 717,698
 716,957                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 2002 
$  5,623
2,006
283124
   8,0362,147
12432
   2,303
   5,733270
   5,463818
0638
   1,456   2,394
     5101,010
   3,914
   3,005976
   2,029
$   2.83
$      0
$  87.36
 716,746
 716,794 | 2003  
$  16,956
4,885
782197
  22,8205,323
25311
   5,587
  17,233750
  16,4832,562
1541,909
   4,625   7,718
   1,5943,002
  12,314
   8,7942,770
   6,024
$   8.39
$      0
$  92.37
 717,698
 716,957



2

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

|Net Income                                                                                                                                          | Three Months     
Ended        
Sept. 30, | Nine Months     
Ended       
Sept. 30,
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ---------------------------------------
|2003                                                                                                                                                | 2002                                      | 2003                                   
|$ 2,118                                                                                                                                             | $2,029                                    | $6,024                                 
|Other comprehensive income, net of tax
    Unrealized gains/(losses)
      on securities:
    Unrealized holding gains/(losses)
      during period | (1,421)                                   | 1,464                                  
|Net Comprehensive Income                                                                                                                            | $   697                                   | $3,493                                 

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                                                                                                     | Nine Months Ended
Sept. 30,              
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------
|2003                                                                                                                                                                                                                                | 2002                                     
|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                                                                                                                        | 34,783 
None 9 
 34,792                  
|Undivided profits:
Balance, January 1
Net Income
Cash dividends declared
Balance at end of period                                                                                                                                   | 15,318 
6,024 None 
 21,343              
|Net unrealized holding gains/(losses) on
Available-for-sale securities:
Balance, January 1
Change in net unrealized gains/(losses)
Balance at end of period                                                                         | 3,944 (873)
  3,071                      
|Treasury stock:
Balance, January 1
(951 shares in 2003; 2,134 shares in 2002)
Purchase of treasury stock
Reissue of treasury stock
Balance at end of period
(1,289 shares in 2003; 1,452 shares in 2002)
Total stockholders' equity | (102)
(232)174 
   (160)
        
 66,228

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 nine-month period ended
          Sept. 30,     2003           2002
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------
|$  6,024 
517 
750 
(837)
(154)
498 
(369)17                                                                                                                                                                                                                                                                                                                                                                                      | $  5,886 
479 
760 
(1,503)
183 
85 
(194)755                              
|Net cash provided by operating
          activities                                                                                                                                                                                                                                                                                                                                                                               | 6,446                                                                      
|INVESTING ACTIVITIES
  Proceeds from sale of investment securities
   available for sale
  Proceeds from maturities/calls of investment
   securities held to maturity
  Proceeds from maturities/calls 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 | 6,529 
4,143 
54,008 
(84,216)
(13,000)
(17,588)(3,088)                    
|Net cash provided by (used for)
          investing activities                                                                                                                                                                                                                                                                                                                                                                    | (53,212)                                                                   
|FINANCING ACTIVITIES
  Dividends paid
  Increase (decrease) in deposits
  (Decrease) increase in securities sold
    under repurchase agreement
  (Decrease) increase in other
    short-term borrowings                                                                                                                                                                                                                          | (2,690)
45,421 
5,841 (5,402)                                              
|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, SEPT. 30, 2003 AND 2002
CASH PAID (RECEIVED) FOR:
  Interest
  Income taxes                                                                                                                                               | 43,170
(3,596)25,217 
$ 21,621 
$  5,911 
$  2,759                         

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, 717,698 for the nine-month period ended September 30, 2003 and 716,746 for the nine-month period ended September 30, 2002.

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, 2003 and for the years ended December 31, 2002 and 2001 were approximately $11,441, $10,346 and $9,103, respectively.

6

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NOTE 3 - INVESTMENT SECURITIES

Investment securities with a par value of approximately $84,030 at September 30, 2003 and $79,880 at December 31, 2002 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, 2003 and at December 31, 2002.

|AVAILABLE FOR SALE
  United States Treasury                                                                                                                                                | September 30, 2003 Book  Unrealized Holding Fair          
 Value   Gains   Losses   Value Yield(1)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------
|$      0                                                                                                                                                                                   | $    -                                                                                             
|Federal agencies
   Within one year
   One to five years                                                                                                                                   | 7,304157,846
 165,150                                                                              
|Mortgage Backed Securities
 over ten years
  State, county and 
  municipal
   Within one year
   One to five years
   Six to ten years
   
  Other Securities 
  Total available for sale | 1,086
186
10,0846,363
  16,633
     305
$183,174                                                   
|HELD TO MATURITY
  United States Treasury                                                                                                                                                  | $      0                                                                                           
|Federal agencies
   Within one year                                                                                                                                                        | 2,001
   2,001                                                                                     
|State, county and
  municipal
   Within one year
   One to five years
   Six to ten years
   
   Total held to maturity                                                                    | 1,811
  3,7171,433
   6,961
$  8,962                                                               

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

As of the quarter ended September 30, 2003, 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 $3,071 as of September 30, 2003.

7

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NOTE 3 - INVESTMENT SECURITIES (Continued)

|AVAILABLE FOR SALE
  United States Treasury                                                                                                       | December 31, 2002 Book  Unrealized Holding Fair          
 Value   Gains   Losses   Value  Yield(1)
|------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------
|$     0                                                                                                                                           | $    -                                                                                             
|Federal agencies
   Within one year
   One to five years
   Six to ten years                                                                      | 9,448
122,68110,000
142,129                                                                        
|State, county and 
  municipal
   One to five years
   Six to ten years
  Other -
   CRA Qualified Investment
    Fund
 
Total available for sale | 8,1928,722
 16,914
       
    298
$159,341                                                        
|HELD TO MATURITY
  United States Treasury                                                                                                         | $     0                                                                                            
|Federal agencies
   Within one year
   One to Five years                                                                                          | 2,0002,002
  4,002                                                                                 
|State, county and
  municipal
   Within one year
   One to five years
   Six to ten years
      
   Total held to maturity                        | 2,675
4,5921,836
  9,103
$13,105                                                                   

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

As of the quarter ended  December 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 $3,944 as of December 31, 2002.

8

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NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES

The following is a summary of loans at September 30, 2003 and December 31, 2002 by major classification:

|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 | Sept. 30,   December 31,2003     2002                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------
|$220,073 
35,206 
52,448 
32,174 
1,770 1,539 
 343,210 
  (4,498)
 338,712                                                                                                                                                                                                                         | $214,554 
28,297 
47,631 
31,953 
1,674 1,513 
 325,622 
  (4,155)
 321,467

9

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NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES, continued

Changes in the allowance for loan losses for the quarter ended and nine-month period ended September 30, 2003 and 2002 and the year ended December 31, 2002 are summarized as follows:

|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 | Quarter Ended    Nine Months Ended   December   
Sept. 30,           Sept. 30,         31,     
 2003  2002   2003  2002   2002
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
|$ 4,564
246
4118
$   368$    25
324
$    52
$   316
$   250
$ 4,498                                                                                                                                                                                                                                                                                                                                                   | $ 3,984163
3645
$   244
$    54
1629
$    99
$   145
$   270
$ 4,109                                                           
|Ratio of net charge-offs during the period
 to average loans outstanding during the
 period                                                                                                                                                                                                                                                                                                                           | .09%                                                                                                                           

The entire balance is available to absorb future loan losses.

At September 30, 2003 and December 31, 2002 loans on which no interest was being accrued totalled approximately $363 and $697, respectively and foreclosed real estate totalled $0 and $107, respectively; and loans 90 days past due and still accruing totalled $105 and $118, respectively.

OTHER INTEREST-BEARING ASSETS

As of September 30, 2003, 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 September 30, 2003 and December 31, 2002 is summarized as follows:

|Land and buildings
Furniture, fixtures and equipment
Construction in progress
Less accumulated depreciation and
   amortization | Sept. 30   2003  
$ 14,951  
7,046  3,056  $ 25,053  10,033  $ 15,020 | December 31,2002  
$ 14,735  
6,635  596  $ 21,966  9,517  $ 12,449
|------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------- | -------------------------------------------------------------------

Depreciation and amortization of bank premises and equipment charged to operating expense was $173 and $517 for the quarter ended and the nine-month period ended September 30, 2003, respectively and $727 for the year ended December 31, 2002.

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

At September 30, 2003 and December 31, 2002, certificates of deposit of $100,000 or more included in time deposits totaled approximately $94,886 and $84,729 respectively.  Interest expense on these deposits was approximately $472 and $1,493 for the quarter ended and the nine-month period ended September 30, 2003, respectively, and $2,448 for the year ended December 31, 2002.

NOTE 7 - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

At September 30, 2003 and December 31, 2002, securities sold under repurchase agreements totaled $32,060 and $26,219. U.S. Government securities with a book value of $33,130 ($34,519 market value) and $28,235 ($30,123 market value), respectively, are used as collateral for the agreements.  The weighted-average interest rate of these agreements was .99 percent and 1.41 percent at September 30, 2003 and December 31, 2002.

NOTE 8 - LINES OF CREDIT

At September 30, 2003, the Bank had unused short-term lines of credit to purchase Federal Funds from unrelated banks totaling $27,000.  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 Notes with a market value of $6,313 at September 30, 2003.  The amount outstanding under the note totaled $1,107 and $6,509 at September 30, 2003 and December 31, 2002, respectively.

The Bank also has a line of credit from the Federal Home Loan Bank of Atlanta for $92,347 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 $0 and $0 at September 30, 2003 and December 31, 2002, respectively.

NOTE 9 - INCOME TAXES

Income tax expense for the quarter ended September 30, 2003 and September 30, 2002 on pretax income of $3,120 and $3,005 totalled $1,002 and $976 respectively.  Income tax expense for the nine-month period ended September 30, 2003 and September 30, 2002 on pretax income of $8,794 and $8,589 totalled $2,770 and $2,703 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.

11

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NOTE 9 - INCOME TAXES (Continued)     The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes".

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, 2003.

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, 2003, commitments to extend credit totalled $35,733; financial standby letters of credit totalled $737; and performance standby letters of credit totalled $60.  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 main banking office in Conway, S.C. in the amount of $5,093.

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 three-month and nine-month periods ended September 30, 2003 and years ended December 31, 2002, 2001, and 2000, $137, $411, $510, $426, and $404, 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, 2003:

|Total Capital (to
 risk weighted assets)
Tier I Capital (to
 risk weighted assets)
Tier I Capital (to
 avg.assets | To be      
well capitalized
For           under prompt 
Capital adequacy corrective action   Purposes   provisionsActual   Minimum  MinimumAmount Ratio   Amount   Ratio  Amount   Ratio
|----------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|$63,682
59,184
59,184                                                                                             | 17.28%
16.06 
10.13                                                                                                                                                                      

12

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NOTE 13 - CONDENSED FINANCIAL INFORMATION

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

|CONDENSED BALANCED SHEET
SEPTEMBER 30, 2003
(Unaudited)                                     
|--------------------------------------------------------------------------------------------
|ASSETS
   Cash
   Investment in subsidiary
   Fixed assets
   Other assets                  
|LIABILITIES AND STOCKHOLDERS' EQUITY
   Other liability
   Stockholders' equity             
|CONDENSED STATEMENT OF INCOME
For the nine-month period ended September 30, 2003
(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

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 September 30, 2003 and for the three-month and nine-month periods ending September 30, 2003 and 2002 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 have increased 9.3% from $314,031 at September 30, 2002 to $343,210 at September 30, 2003 and have increased as a percentage of total assets from 55.5% to 55.6% over the same period as loan demand has strengthened in our market. Securities and federal funds sold have shown little change as a percentage of total assets from 37.5% at September 30, 2002 to 37.7% at September 30, 2003.  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 17.2% at September 30, 2002 to 17.5% at September 30, 2003.  As more customers, both business and personal, are attracted to interest-bearing deposit accounts, we expect the percentage of demand deposits to decline over the long-term. Interest-bearing deposits have increased slightly from 65.4% of total assets at September 30, 2002 to 65.8% at September 30, 2003 while securities sold under agreement to repurchase have increased from 4.2% to 5.2% 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, 2003 and 2002:

|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                                                                                                                                                               | Sept. 30,   2003  2002                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------
|55.6%
1.5 
30.5 5.7 
 93.3 
  6.7 
100.0%                                                                                                                                                                                                                                                                                                                                                               | 55.5%
2.5 
31.8 3.2 
 93.0 
  7.0 
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 | 65.8%
5.2 .2 
 71.2 17.5 
..6 10.7 
100.0%



14

---

RESULTS OF OPERATION

CNB Corporation experienced earnings for the three-month period ended September 30, 2003 and 2002 of $2,118 and $2,029, respectively, resulting in a return on average assets of 1.38% and 1.44% and a return on average stockholders' equity of 12.89% and 13.34%.

CNB Corporation experienced earnings for the nine-month period ended September 30, 2003 and  2002 of $6,024 and $5,886, respectively, resulting in a return on average assets of 1.37% and 1.45% and a return on average stockholders' equity of 12.54% and 13.63%.

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  $51,027 or 9.0% from $565,789 at September 30, 2002 to $616,816 at September 30, 2003. The following table sets forth the financial highlights for the three-month and nine-month periods ending September 30, 2003 and September 30, 2002:

|CNB Corporation
CNB Corporation and Subsidiary
FINANCIAL HIGHLIGHTS
(All Dollar Amounts, Except Per Share Data, in Thousands)                                                                                                                                                                                                                                                                                   
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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
Total Loans
Investment securities and
    securities available for sale
Stockholders' equity
    Book value per share
Ratios (1):
Annualized return on average total
     assets
Annualized return on average
     stockholders'equity
|5,560 
3,120 
2,118 
2.95 
0 
0 
616,816 
513,730 
343,210 
197,254 
66,228 
92.37 
1.38%
12.89%                                                                                                                                                                                                                                                                                                                

(1) For the three-month period ended September 30, 2003 and September 30, 2002, average total assets amounted to $612,261 and $564,936 with average stockholders' equity totaling $65,700 and $60,848, respectively. For the nine-month period ended September 30, 2003 and September 30, 2002, average total assets amounted to $585,555 and $541,906 with average stockholders' equity totaling $64,066 and $57,564 respectively.

15

---

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 2003 and 2002.  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 net interest margins for the three-month and nine-month periods ended September 30, 2003, of 4.18% and 4.31%, respectively, and 4.46% and 4.49%, respectively, for the same periods in 2002, as compared to management's long-term target of 4.50%.  Net interest margins fell in 2001 due to an unusually rapid decline in market interest rates lowering returns available on loans and investments while interest costs on liabilities did not decline as quickly due to competitive pressure.  Margins widened in 2002 as liabilities were re-priced, but falling rates in the first half of 2003 have negatively impacted margins.

Fully-tax-equivalent net interest income showed a 1.5% increase from $5,879 for the three-month period ended September 30, 2002 to $5,966 for the three-month period ended September 30, 2003. During the same period, total fully-tax-equivalent interest income decreased by 5.7% from $8,182 to $7,716 and total interest expense decreased by 24.0% from $2,303 to $1,750. Fully-tax-equivalent net interest income as a percentage of total earning assets has shown a decrease of .28% from 4.46% for the three-month period ended September 30, 2002 to 4.18% for the three-month period ended September 30, 2003.

Fully-tax-equivalent net interest income showed a 3.7% increase from $17,032 for the nine-month period ended September 30, 2002 to $17,660 for the nine-month period ended September 30, 2003. During the same period, total fully-tax-equivalent interest income decreased by 3.1% from $23,996 to $23,247 and total interest expense decreased by 19.8% from $6,964 to $5,587. Fully-tax-equivalent net interest income as a percentage of total earning assets has shown a decrease of .18% from 4.49% for the nine-month period ended September 30, 2002 to 4.31% for the nine-month period ended September 30, 2003.

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

16

---

|CNB Corporation and Subsidiary
Selected Financial Data                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Assets:
  Earning assets:
   Total 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
|$347,292
160,733
24,82838,132
 570,985
  41,276
$612,261
$399,589
31,1971,553
$432,339 109,948
4,27465,700
$612,261
$570,985                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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 total loans
Average earning assets as a percent of
 average total assets                                                                                                                                                                                                                                                                                                                                                                                                                                                               

17

---

|CNB Corporation and Subsidiary
Selected Financial Data                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Assets:
  Earning assets:
   Total 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
|$344,010
150,789
25,54025,618
 545,957
  39,598
$585,555
$387,589
28,5991,381
$417,569  99,198
4,72264,066
$585,555
$545,957                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|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 total loans
Average earning assets as a percent of
 average total assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

18

---



|Earning Assets:
Total loans
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
Volume2003 
347,292
160,733
24,82838,132
570,985399,589
31,1971,553
432,339
138,646570,985 | Average
Volume2002 
310,670
161,649
27,00328,018
527,340371,533
27,3363,867
402,736
124,604527,340 | Yield/Rate2003 (1) 
6.49%
4.01%
6.25%.90%
5.41%1.67%
..99%1.03%
1.62%
     
1.23%3.79%.39%
4.18% | Yield/Rate2002 (1) 
7.24%
4.96%
6.35%1.77%
6.21%2.31%
1.81%3.31%
2.29%
     
1.75%3.92%.54%
4.46% | Interest  
Earned/Paid 2003 (1)  
5,632
1,610
38886
7,716
1,669
774
1,750
     
1,750
     
5,966 | Interest  
Earned/Paid2002 (1)  
5,623
2,006
429124
8,182
2,147
12432
2,303
     
2,303
     
5,879 | Variance
9 
(396)
(41)(38)
  (466)
(478)
(47)(28)
  (553)
       
  (553) | Change
Due toRate 
(583)
(384)
(7)(61)
(1,035)
(594)
(56)(22)
  (672)
       
  (672) | Change
Due toVolume
663 
(12)
(35)45 
 661
162 
17 (19)
 160 
     
 160 | Change
Due to
Rate XVolume
(71)
0 
1 (22)
 (92)
(46)
(8)13 
 (41)
     
 (41)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | -----------------------------------------------------------------------------

(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

---

CNB Corporation and Subsidiary
Rate/Volume Variance Analysis
For the Nine Months Ended September 30, 2003 and 2002
(Dollars in Thousands)

|Earning Assets:
Total loans
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
Volume2003 
344,010
150,789
25,54025,618545,957387,589
28,5991,381
417,569
128,388545,957 | Average
Volume2002 
306,032
147,079
26,87125,784505,766358,091
29,0603,403
390,554
115,212505,766 | Yield/Rate2003 (1) 
6.58%
4.32%
6.19%1.03%5.68%1.83%
1.18%1.06%
1.78%
     
1.37%3.90%.41%
4.31% | Yield/Rate2002 (1) 
7.31%
5.10%
6.42%1.59%6.33%2.41%
1.84%3.80%
2.38%
     
1.84%3.95%.54%
4.49% | Interest  
Earned/Paid 2003 (1)  
16,980
4,885
1,18519723,247
5,323
25311
 5,587
      
 5,587
      
17,660 | Interest  
Earned/Paid2002 (1)  
16,774
5,621
1,29430723,996
6,465
40297
 6,964
      
 6,964
      
17,032 | Variance
206 
(736)
(109)(110)(749)
(1,142)
(149)(86)
(1,377)
       
(1,377) | Change
Due toRate 
(1,676)
(860)
(46)(108)(2,690)
(1,558)
(144)(70)
(1,772)
       
(1,772) | Change
Due toVolume
2,082 
142 
(63)(2)2,159
533 
(6)(58)
   469 
       
   469 | Change
Due to
Rate XVolume
(200)
 (18)
  0 0(218)
(117)
  1 42 
 (74)
     
 (74)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------

(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

---

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 $250 for the three-month period ended September 30, 2003 and $270 for the three-month period ended September 30, 2002. Net loan charge-offs/(recoveries) totaled $316 for the three-month period ended September 30, 2003 and $145 for the same period in 2002.

The provision for possible loan losses was $750 for the nine-month period ended September 30, 2003 and $760 for the nine-month period ended September 30, 2002. Net loan charge-offs/(recoveries) totaled $407 for the nine-month period ended September 30, 2003 and $414 for the same period in 2002.

The reserve for possible loan losses as a percentage of net loans was 1.33% at September 30, 2003 and 1.33% at September 30, 2002.

Securities Transactions - Security gains of $154 were taken during the first quarter of 2003 and $183 during the first quarter of 2002 to take advantage of a steeply-sloping yield curve.  At September 30, 2003, December 31, 2002, and September 30, 2002 market value appreciation/(depreciation) in the securities portfolio totaled $5,604, $7,170, and $6,840.  As indicated, market values have remained strong due to lower market interest rates.

Other Income - Other income, net of any gains/losses on security transactions, increased by 14.1% from $1,456 for the three-month period ended September 30, 2002 to $1,662 for the three-month period ended September 30, 2003.

Other income, net of any gains/losses on security transactions, increased by 13.9% from $3,925 for the nine-month period ended September 30, 2002 to $4,471 for the nine-month period ended September 30, 2003.

This increase in the three-month and nine-month period ended September 30, 2003 other income was due to an increase in deposit account volumes, higher merchant discount income, and an increase in volume in the mortgage loan department.

Other Expenses - Other expenses increased by 4.8% from $3,914 for the three-month period ended September 30, 2002 to $4,102 for the three-month period ended September 30, 2003.  The major components of other expenses are salaries and employee benefits which increased 4.9% from $2,394 to $2,512; occupancy expense which increased 6.1% from $510 to $541; and other operating expenses which increased by 3.9% from $1,010 to $1,049.

Other expenses increased by 8.5% from $11,351 for the nine-month period ended September 30, 2002 to $12,314 for the nine-month period ended September 30, 2003.  The major components of other expenses are salaries and employee benefits which increased 8.5% from $7,114 to $7,718; occupancy expense which increased 7.8% from $1,479 to $1,594; and other operating expense which increased by 8.8% from $2,758 to $3,002.

21

---

NET INCOME (continued)

The increase in the three-month and nine-month period ended September 30, 2003 salaries and employee benefits was due to normal pay increments and the increased costs of providing employee benefits, particularly health insurance coverage, and the addition of the North Myrtle Beach Office.  Looking ahead, occupancy expense will grow in late 2003 due to the construction of a new Main Office Banking Center.

Income Taxes - Provisions for income taxes increased 2.7% from $976 for the three-month period ended September 30, 2002 to $1,002 for the three-month period ended September 30, 2003.  Income before income taxes less interest on tax-exempt investment securities increased by 5.2% from $2,722 for the three-month period ended September 30, 2002 to $2,864 for the same period in 2003.  State tax liability increased as income before income taxes increased 3.8% from $3,005 to $3,120 during the same period.

Provisions for income taxes increased 2.5% from $2,703 for the nine-month period ended September 30, 2002 to $2,770 for the nine-month period ended September 30, 2003. Income before income taxes less interest on tax-exempt investment securities increased by 3.6% from $7,735 for the nine-month period ended September 30, 2002 to $8,012 for the same period in 2003 and state tax liability increased as income before income taxes increased 2.9% from $8,589 to $8,794 during the same period.

LIQUIDITY

The bank's liquidity position is primarily dependent on short-term demands for funds caused by customer credit needs and deposit withdrawals and upon the liquidity of bank assets to meet these needs.  The bank's liquidity sources include cash and due from banks, federal funds sold and short-term investments.  In addition, the bank has established federal funds lines of credit from correspondent banks and has the ability to borrow funds from the Federal Reserve System and the Federal Home Loan Bank of Atlanta. Management feels that short-term and long-term liquidity sources are more than adequate to meet funding needs.

CAPITAL RESOURCES

Total stockholders' equity was $66,228, $61,125, $53,996 and $48,606 at September 30, 2003, December 31, 2002, December 31, 2001, and December 31, 2000, representing 10.74%, 10.73%, 10.68%, and 10.32% of total assets, respectively. At September 30, 2003, 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.



22

---

EFFECTS OF REGULATORY ACTION

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 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

Accounting standards that have been issued or proposed by the Financial Accounting Standards Board and 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.

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.

CONTROLS AND PROCEDURES

(a) Based on their evaluation of the Company's disclosure controls and procedures as of October 14, 2003, the Company's chief executive officer  and chief financial officer concluded that the effectiveness of such controls and procedures was adequate.

(b) There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

23

---

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 exhibits, the filing of which are required with this Form, are listed below

Exhibit 31.1     Certification of Principal Executive Officer required by Rule 13a-
     14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant
     to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)(page 25).

Exhibit 31.2     Certification of Principal Financial Officer required by Rule 13a-
     14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant
     to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)(page 26).

Exhibit 32.1     Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
     1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
     herewith)(page 27).

Exhibit 32.2     Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
     1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
     herewith)(page 28).

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
                                  /s/Paul
R.
Dusenbury
                                  Paul R. Dusenbury
                                  Treasurer
                                 (Chief Financial and Accounting Officer)
Date:  November 14, 2003

24

---

Exhibit 31.1

I, W. Jennings Duncan, Chief Executive Officer, certify that;

1.    I have reviewed this quarterly report on Form 10-Q of CNB Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements were
      made, not misleading with respect to the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information
      included in this quarterly report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the registrant as of,
      and for, the periods presented in this quarterly report;

4.    The registrant's other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
      defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure
          controls and procedures to be designed under our supervision, to ensure that
          material information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities,
          particularly during the period in which this quarterly report is being
          prepared;

b)  Designed such internal control over financial reporting, or caused such
          internal control over financial reporting to be designed under our
          supervision, to provide reasonable assurance regarding the reliability of
          financial reporting and the preparation of financial statements for external
          purpose in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant's disclosure controls and
          procedures and presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end of the
          period covered by this report based on such evaluation; and

d)  Disclosed in this quarterly report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's most
          recent fiscal quarter that has materially affected, or is reasonably likely to
          materially affect, the registrant's internal control over financial reporting;

5.    The registrant's other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant's auditors and the audit committee of registrant's board of directors
      (or persons performing the equivalent function):

a)  All significant deficiencies and material weaknesses in the design or
          operation of internal controls over financial reporting which are reasonably
          likely to adversely affect the registrant's ability to record, process,
          summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal controls
          over financial reporting.

Date:  November 14, 2003                         /s/W.
Jennings
Duncan
                                                 W. Jennings Duncan
                                                 President and Chief Executive Officer

25

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Exhibit 31.2

CERTIFICATION

I, Paul R Dusenbury, Chief Financial Officer, certify that;

1.    I have reviewed this quarterly report on Form 10-Q of CNB Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements were
      made, not misleading with respect to the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information
      included in this quarterly report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the registrant as of,
      and for, the periods presented in this quarterly report;

4.    The registrant's other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
      defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure
          controls and procedures to be designed under our supervision, to ensure that
          material information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities,
          particularly during the period in which this quarterly report is being
          prepared;

b)  Designed such internal control over financial reporting, or caused such
          internal control over financial reporting to be designed under our
          supervision, to provide reasonable assurance regarding the reliability of
          financial reporting and the preparation of financial statements for external
          purpose in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant's disclosure controls and
          procedures and presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end of the
          period covered by this report based on such evaluation; and

d)  Disclosed in this quarterly report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's most
          recent fiscal quarter that has materially affected, or is reasonably likely to
          materially affect, the registrant's internal control over financial reporting;

5.    The registrant's other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant's auditors and the audit committee of registrant's board of directors
      (or persons performing the equivalent function):

a)  All significant deficiencies and material weaknesses in the design or
          operation of internal controls over financial reporting which are reasonably
          likely to adversely affect the registrant's ability to record, process,
          summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal controls
          over financial reporting.

Date:  November 14, 2003                         /s/Paul
R.
Dusenbury
                                                 Paul R. Dusenbury
                                                 Treasurer and Chief Financial Officer

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EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

In connection with the quarterly report of CNB Corporation on Form 10-Q for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof, I, W. Jennings Duncan, President and Chief Executive Officer of the CNB Corporation, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

|1. |  | The above-listed Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------

|2. |  | The information contained in the above-listed Form 10-Q fairly presents, in all material respects, the financial condition and result of operations of the Company.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Date:  November 14, 2003 |  |  |  | /s/W. Jennings Duncan
W. Jennings Duncan
President and Chief Executive Officer
|------------------------ |  |  |  | ------------------------------------------------------------------------------

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EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED 
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of CNB Corporation on Form 10-Q for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof, I, Paul R. Dusenbury, Treasurer and Chief Financial Officer of CNB Corporation, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

|1. |  | The above-listed Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------

|2. |  | The information contained in the above-listed Form 10-Q fairly presents, in all material respects, the financial condition and result of operations of the Company.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Date:  November 14, 2003 |  |  |  | /s/Paul R. DusenburyPaul R. Dusenbury
Treasurer and Chief Financial Officer
|------------------------ |  |  |  | ---------------------------------------------------------------------------

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