SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

     (Mark One)
 [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
                   For the fiscal year ended DECEMBER 31, 1998
                                       OR
 [ ] Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
                  For the transition period from ______ to ______.

          CNB BANCSHARES, INC.                         0-11510
(Exact name of registrant as specified        (Commission file number)
in its charter)

                INDIANA                              35-1568731
(State or other jurisdiction of incorporation    (I.R.S. Employer
or organization)                                 Identification No.)

20 N.W. THIRD STREET, EVANSVILLE, INDIANA              47739
(Address of principal executive offices)             (Zip Code)

      Registrant's telephone number, including area code:  (812) 456-3400

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

                                            Name of Each Exchange
                Title of Each Class          on Which Registered
                -------------------          -------------------
            COMMON STOCK, NO PAR VALUE     NEW YORK STOCK EXCHANGE

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

                                      NONE

     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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant was $1,259,576,000 as of March 5, 1999.

     The number of shares outstanding of the registrant's common stock, without
par value, as of March 5, 1999 was 35,206,103 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

(1)     Portions of the Registrant's Annual Report to Shareholders for the year
        ended December 31, 1998.  (Part I, Part II and Part IV)

(2)     Portions of the Registrant's Proxy Statement for Annual Meeting of
        Shareholders to be held April 21, 1999.  (Part III)

     Exhibit index is on pages 20 and 21.

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                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

(A)  FINANCIAL STATEMENTS AND SCHEDULES

     (1)  The following consolidated financial statements of the Corporation,
          included on pages 38 through 62 of the Corporation's Annual Report
          to Shareholders for the year ended December 31, 1998, are hereby
          incorporated by reference herein:

          -  Consolidated Balance Sheet at December 31, 1998 and 1997.
          -  Consolidated Statement of Income, years ended December 31,
             1998, 1997 and 1996.
          -  Consolidated Statement of Changes in Shareholders' Equity,
             years ended December 31, 1998, 1997 and 1996.
          -  Consolidated Statement of Cash Flows, years ended December 31,
             1998, 1997 and 1996.
          -  Notes to Consolidated Financial Statements.
          -  Independent Auditors' Report.
     (2)  All schedules are omitted because they are not applicable or not
          required, or because the required information is included in the
          consolidated financial statements or related notes.

(B)  REPORTS ON FORM 8-K

     None.

(C)  EXHIBITS

     (1)  Exhibits required to be filed by Item 601(a) of Regulation S-K are
          included as exhibits to or incorporated by reference in this Report
          as follows:

          3(i)   - Restated Articles of Incorporation of the Corporation, filed
                   as Exhibit 3(a) to the Corporation's Registration Statement
                   on Form S-8 POS dated May 18, 1998, Registration Statement
                   No. 333-46837, is incorporated herein by reference.

          3(ii)  - Amended Bylaws of the Corporation as in effect prior to June
                   15, 1999.

          3(iii) - Amendment to Amended Bylaws of the Corporation adopted June
                   15, 1999.

          4      - No long-term debt instrument issued by the Corporation
                   exceeds 10% of the consolidated total assets of the
                   Corporation and its subsidiaries.  In accordance with
                   paragraph 4 (iii) of Item 601(b) of Regulation S-K, the
                   Corporation will furnish to the Securities and Exchange
                   Commission upon request copies of long-term debt instruments
                   and related agreements.

<PAGE>

          10*    - (1) The following Executive Compensation Plans and
                       Arrangements, filed as Exhibits 10(1)(c) and (d) to the
                       Corporation's 1992 Annual Report on Form 10-K, are
                       incorporated herein by reference:
                       (a) CNB Bancshares, Inc. 1992 Incentive Stock Option
                           Plan; and
                       (b) Citizens Incentive Savings Plan.

                   (2) The following Management Contract and Executive
                       Compensation Plans, filed as exhibits 10 (3)(b) and 10
                       (3)(c) to the Corporation's 1994 Annual Report on Form
                       10-K, are incorporated herein by reference.
                       (a) CNB Bancshares, Inc. Savings Equalization Plan, dated
                           May 1, 1994.
                       (b) CNB Bancshares, Inc. Pension Equalization Plan, dated
                           May 1, 1994.

                   (3) The CNB Bancshares Inc. 1995 Incentive Stock Option Plan
                       is incorporated herein by reference to the Corporation's
                       filing with the Securities and Exchange Commission as an
                       exhibit to a Registration Statement on Form S-8,
                       Registration No. 33-60431.

                   (4) The following Management Contracts are incorporated
                       herein by reference to the Corporation's filing with the
                       Securities and Exchange Commission as exhibits (10) (a)
                       through (10) (e) to a Registration Statement on Form S-4,
                       Registration No. 333-46837:
                       (a) Change of Control Agreement, effective August 8,
                           1997, between the Corporation and M. Lynn Cooper; and
                       (b) Change of Control Agreement, effective June 3, 1997,
                           between the Corporation and James J. Giancola; and
                       (c) Change of Control Agreement, effective June 3, 1997,
                           between the Corporation and Marvin Huff, Jr.; and
                       (d) Change of Control Agreement, effective May 28, 1997,
                           between the Corporation and David L. Knapp; and
                       (e) Change of Control Agreement, effective May 23, 1997
                           between the Corporation and John R. Spruill.

                   (5) The following Management Contracts filed as exhibits
                       10(5)(a) through 10(5)(d) to the Corporation's 1997
                       Annual Report on Form 10-K, are incorporated herein by
                       reference:
                       (a) Change of Control Agreement, effective May 23, 1997,
                           between the Corporation and John N. Daniel, Jr.; and
                       (b) Change of Control Agreement, effective June 9, 1997,
                           between the Corporation and James R. Dodd; and
                       (c) Change of Control Agreement, effective May 23, 1997,
                           between the Corporation and Douglas R. Hanks; and
                       (d) Change of Control Agreement, effective May 23, 1997,
                           between the Corporation and David M. Viar.



<PAGE>

                   (6) (a) Change of Control Agreement, effective February 16,
                           1998, between the Corporation and Roger Forystek; and
                       (b) Change of Control Agreement, effective January 12,
                           1998, between the Corporation and Thomas A. Galovic;
                           and
                       (c) Change of Control Agreement, effective January 1,
                           1998, between the Corporation and Anthony L.
                           Guerrerio; and
                       (d) Change of Control Agreement, effective January 1,
                           1998, between the Corporation and David A. Rolfe; and
                       (e) Employment and Non-Compete Agreement, effective
                           January 1, 1998, among the Corporation, Wedgewood and
                           Anthony L. Guerrerio; and
                       (f) Employment and Non-Compete Agreement, effective
                           January 1, 1998, among the Corporation, Wedgewood and
                           David A. Rolfe.

                   (7)  The CNB Bancshares, Inc.  1999 Stock Incentive Plan.

          13     - Portions of the Annual Report to Shareholders for the year
                   ended December 31, 1998.

          21     - Significant Subsidiaries of the Corporation.

          23     - Consent of KPMG LLP

          23(a)  - Consent of Olive LLP

          27     - Financial Data Schedule

          99     - Annual financial statements and independent auditor's report
                   thereon for Citizens Incentive Savings Plan for the year
                   ended December 31, 1998.

*    The documents identified herein as 10-(1)(a) and 10-(1)(b), 10-(2)(a) and
     10-(2)(b), 10-(3), 10-(4)(a) through 10-(4)(e), 10-(5)(a) through 10-(5)
     (d), 10-(6)(a) through 10-(6)(f) and 10-(7) constitute all management
     contracts and compensatory plans and arrangements required to be filed as
     an exhibit to this Form, pursuant to Item 14(c) of this Report.