Exhibit 31(b)

I, Roy D. Jones, certify that:

          1.   I have  reviewed  this annual  report on Form 10-K of CNB Florida
               Bancshares, Inc.

          2.   Based on my  knowledge,  this annual  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  annual
               report;

          3.   Based  on my  knowledge,  the  financial  statements,  and  other
               financial  information included in this 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 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
                    subsidiary,  is made  known  to us by  others  within  those
                    entities,  particularly  during  the  period  in which  this
                    report is being prepared;

               b)   evaluated the  effectiveness of the registrant's  disclosure
                    controls  and  procedures  and  presented in this 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

               c)   disclosed  in this  report  any  change in the  registrant's
                    internal  control over  financial  reporting  that  occurred
                    during the  registrant's  most recent  fiscal  quarter  (the
                    registrant's  fourth fiscal quarter in the case of an annual
                    report)  that  has  materially  affected,  or is  reasonable
                    likely  to  materially  affect,  the  registrant's  internal
                    control over financial reporting; and

               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  control  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: March 10, 2004

                                                   /s/ Roy D. Jones
                                                   -----------------------------
                                                   Roy D. Jones
                                                   Senior Vice President and
                                                   Chief Financial Officer