UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC 20549
                                  Form 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000     Commission File Number 0-17501

                              CNB BANCORP, INC.

                             NEW YORK                  14-1709485
                (State or other jurisdiction of      (IRS Employer
                 incorporation or organization)     Identification No.)

     10-24 NORTH MAIN STREET, P.O. BOX 873, GLOVERSVILLE, NEW YORK 12078
                   (Address of principal executive offices)

      Registrant's telephone number, including area code: (518) 773-7911

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

           Title of each class           Name of exchange on which registered
                  NONE                                   NONE

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

                        Common Stock, $2.50 Par Value
                               (Title of Class)

     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. [x]

     Indicate the number of shares outstanding of each of the issurer's
classes of common stock:

Class of Common Stock        Number of Shares Outstanding as of March 13, 2001

$2.50 Par Value                                 2,330,669

     The aggregate market value of the Registrant's common stock (based upon
the average bid and asked prices on March 13, 2000) held by non-affiliates
was approximately $69,300,000.

                     DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of the Registrant's Annual Report to stockholders for the fiscal
    year ended December 31, 2000.

(2) Portions of the Registrant's Proxy Statement for its Annual Meeting of
    stockholders.

<PAGE>

     ITEM 1.      Business

                  On January 3, 1989, the corporate structure of City
                  National Bank and Trust Company (the Bank) was revised by
                  the establishment of a one-bank holding company, CNB
                  Bancorp, Inc. (the Company). Stockholders of the Bank
                  retained their outstanding shares which automatically
                  became shares of the Company. The Company, in turn,
                  acquired all of the outstanding shares of the Bank.

                  Prior to the merger, the Bank was independently owned and
                  operated and organized in 1887. The Bank is headquartered
                  in Gloversville, New York, with five branches located in
                  the county of Fulton and one branch located in the county
                  of Saratoga.

                  The Bank is engaged in a general banking business with a
                  range of banking and fiduciary services including checking,
                  negotiable orders of withdrawal, savings and certificates
                  of deposit; the Bank offers a wide range of loan products
                  including commercial, real estate, and installment type
                  lending. Overdraft banking lines of credit are also provided.

                  On June 7, 2000, CNB Bancorp, Inc. received approval from
                  the Federal Reserve Bank of New York to change from a bank
                  holding company to a financial holding company. See
                  Supervision and Regulation section below.

                  On July 1, 2000, the Company acquired Hathaway Agency, Inc.
                  (Hathaway), a local insurance agency. At the date of the
                  acquisition, Hathaway had approximately $1,300,000 in
                  assets, $300,000 in liabilities and $1,000,000 in
                  shareholders' equity. Pursuant to the merger agreement,
                  Hathaway became a wholly owned subsidiary of CNB Bancorp,
                  Inc.

                  Upon consummation of the acquisition, each preferred share
                  of Hathaway was exchanged for $100 in cash which totaled
                  approximately $700,000 and each common share of Hathaway
                  was exchanged for $2,432 in cash which totaled
                  approximately $600,000. In addition, under a non-compete
                  agreement each preferred and common shareholder of Hathaway
                  will receive payments over a period of five years totaling,
                  in the aggregate, approximately $300,000. The acquisition
                  was accounted for using purchase accounting in accordance
                  with APB Opinion No. 16, "Business Combinations" (APB No.
                  16). Under purchase accounting, the purchase price is
                  allocated to the respective assets acquired and liabilities
                  assumed based on their estimated fair values. The
                  acquisition of Hathaway resulted in approximately $300,000
                  in excess of cost over net assets acquired ("goodwill").
                  Goodwill is being amortized to expense over a period of
                  fifteen years using the straight-line method. Covenant not
                  to compete payments are being expensed as paid over the
                  five year period of the covenant.

                  On June 1, 1999, the Company acquired Adirondack Financial
                  Services Bancorp, Inc. (Adirondack) and its wholly owned
                  subsidiary, Gloversville Federal Savings and Loan
                  Association. At the date of the merger, Adirondack had
                  approximately $68.5 million in assets, $56.4 million in
                  deposits and $9.5 million in shareholders' equity. Pursuant
                  to the merger agreement, Adirondack was merged into CNB
                  Bancorp, Inc. and Gloversville Federal Savings and Loan
                  Association was merged into City National Bank and Trust
                  Company. The combined bank now operates as one institution
                  under the name of City National Bank and Trust Company.

                  Upon consummation of the merger, each share of Adirondack
                  received $21.92 in cash which totaled approximately $14.6
                  million. In addition, under the merger agreement, the
                  Company agreed to issue 35,614 stock options to purchase
                  CNB Bancorp, Inc. stock at an exercise price of $15.22 per
                  share. The estimated fair value of these options as of the
                  acquisition date was $11.04 per share. The issuance of
                  these options was included in the computation of goodwill,
                  with the offsetting increase to surplus.

                  The acquisition was accounted for using purchase accounting
                  in accordance with APB Opinion No. 16. The acquisition of
                  Adirondack resulted in approximately $4.8 million in excess
                  of cost over net assets acquired ("goodwill"). Goodwill is
                  being amortized to expense over a period of fifteen years
                  using the straight-line method and is generally not
                  deductible for tax purposes. The results of operations of
                  Adirondack have been included in the Company's consolidated
                  statements of income for periods subsequent to the date of
                  acquisition.

                  Competition

                  Competition for banking business is experienced from
                  regional based commercial bank holding companies, as well
                  as from savings banks, and credit unions. The competition
                  is reflected in both lending efforts and deposit
                  solicitations.

                  The Bank has a relatively stable deposit base and no
                  material amount of deposits is obtained from a single
                  depositor or group of depositors. The Bank has not
                  experienced any significant seasonal fluctuations in the
                  amount of its deposits.

                  Competition for insurance services is experienced from
                  other locally based agencies and national insurance
                  companies with representatives in our service area.

                  The Insurance Agency has a good mix of commercial and
                  individual accounts and has had a relatively stable base of
                  customers for many years in the Fulton County area.

                  Employees

                  The Bank employs approximately 82 persons on a full time
                  basis. There are also 12 part time employees. The Insurance
                  agency employs approximately 9 persons on a full time
                  basis. The Bank and the Insurance Agency provide a variety
                  of employment benefits for their employees and considers
                  their relationship with their employees to be good.

                  Supervision and Regulation

                  The operations of the Bank are subject to federal and state
                  statutes applicable to banks chartered under the banking
                  laws of the United States, to members of the Federal
                  Reserve System, and to banks whose deposits are insured by
                  the Federal Deposit Insurance Corporation (the "FDIC").
                  Bank operations are also subject to regulations of the
                  Office of the Comptroller of the Currency(OCC), the Federal
                  Reserve Board, the FDIC, and the New York State Banking
                  Department.

                  The primary supervisory authority of the Bank is the OCC
                  which regularly examines the Bank and has authority to
                  prevent a national bank from engaging in unsafe or unsound
                  practice in conducting its business.

                  The primary supervisory authority of the Insurance Agency
                  is the New York State Insurance Department.

                                     -1-

<PAGE>

                  Federal and state banking laws and regulations govern,
                  among other things, the scope of a bank's business, the
                  investments a bank may make, the reserves against deposits
                  a bank must maintain, the loans a bank makes and collateral
                  it takes, the activities of a bank with respect to mergers
                  and consolidations, and the establishment of branches.
                  Branches may be established only after approval by the OCC.
                  The OCC is required to grant approval only if it finds that
                  there is a need for the banking services or facilities
                  contemplated by the proposed branch and may disapprove the
                  application if the bank does not have the capital and
                  surplus deemed necessary by the OCC, or if the application
                  relates to the establishment of a branch in a county
                  contiguous to the county in which the applicant's principal
                  place of business is located and another banking
                  institution that has its principal place of business in the
                  county in which the proposed branch would be located has,
                  in good faith, notified the OCC of its intention to
                  establish a branch in the same municipal location in which
                  the proposed branch would be located.

                  A subsidiary bank (which the Bank is) of a financial
                  holding company is subject to certain restrictions imposed
                  by the Federal Reserve Act on any extensions of credit to
                  the financial holding company or its subsidiaries, on
                  investments in the stock or other securities of the
                  financial holding company or its subsidiaries and on taking
                  such securities as collateral for loans. The Federal
                  Reserve Act and Federal Reserve Board regulations also
                  place certain limitations and reporting requirements on
                  extensions of credit by a bank to principal shareholders of
                  its parent holding company, among others, and to related
                  interest of such principal shareholders. In addition, such
                  legislation and regulations may affect the terms upon which
                  any person becoming a principal shareholder of a holding
                  company may obtain credit from banks with which the
                  subsidiary bank maintains a correspondent relationship.

                  Federal law also prohibits acquisitions of control of a
                  bank holding company without prior notice to certain
                  federal bank regulators. Control is defined for this
                  purpose as the power, directly or indirectly, to direct the
                  management or policies of the bank or financial holding
                  company or to vote 25% or more of any class of voting
                  securities of the financial holding company.

                  From time to time, various types of federal and state
                  legislation has been proposed that could result in
                  additional regulation of, and restrictions on, the business
                  of the Bank. It cannot be predicted whether any such
                  legislation will be adopted or how such legislation would
                  affect the business of the Bank. As a consequence of the
                  extensive regulation of commercial banking activities in
                  the United States, the Bank's business is particularly
                  susceptible to being affected by federal legislation and
                  regulations that may increase the costs of doing business.

                  Under the Federal Deposit Insurance Act, the OCC possesses
                  the power to prohibit institutions regulated by it (such as
                  the Bank) from engaging in any activity that would be an
                  unsafe and unsound banking practice or would otherwise be
                  in violation of law. Moreover, the Financial Institutions
                  and Interest Rate Control Act of 1978 ("FIRA") generally
                  expands the circumstances under which officers or directors
                  of a bank may be removed by the institution's federal
                  supervisory agency, restricts lending by a bank to its
                  executive officers, directors, principal shareholders, or
                  related interest thereof, restricts management personnel of
                  a bank from serving as directors or in other management
                  positions with certain depository institutions whose assets
                  exceed a specified amount or which have an office within a
                  specified geographic area, and restricts management
                  personnel from borrowing from another institution that has
                  a correspondent relationship with their bank. Additionally,
                  FIRA requires that no person may acquire control of a bank
                  unless the appropriate federal supervisory agency has been
                  given 60 days prior written notice and within that time has
                  not disapproved the acquisition or extended the period for
                  disapproval.

                  Under the Community Reinvestment Act of 1977, the OCC is
                  required to assess the record of all financial institutions
                  regulated by it to determine if these institutions are
                  meeting the credit needs of the community (including low
                  and moderate neighborhoods) which they serve and to take
                  this record into account in its evaluation of any
                  applications made by any such institutions for, among other
                  things, approval of a branch or other deposit facility,
                  office relocation, a merger, or an acquisition of bank
                  shares.

                  On December 19, 1991, the Federal Deposit Insurance
                  Corporation Improvement Act ('FDIC Act") was signed into
                  law. The FDIC Act makes a number of far-reaching changes in
                  the regulatory environment for insured banks. The FDIC Act
                  provides for an increase in the borrowing authority of the
                  Bank Insurance Fund ("BIF") to $30 billion from $5 billion,
                  to be used to cover losses in failed banks. The banking
                  industry will repay BIF debt through deposit insurance
                  assessments. Statutory caps on deposit insurance
                  assessments were removed under the FDIC Act, therefore the
                  FDIC may levy deposit insurance assessments at any level in
                  its sole discretion. Under the FDIC Act, accepting brokered
                  deposits is limited to institutions that have capital in
                  excess of regulatory minimums. The FDIC Act requires banks
                  and thrifts to devote greater time and resources to
                  compliance and internal controls. The FDIC Act details
                  provisions and requires prompt regulatory action by
                  regulators in dealing with undercapitalized and poorly
                  performing institutions. The FDIC Act also contains
                  expanded disclosure of consumer provisions and sets limits
                  on state bank powers.

                  The Gramm-Leach-Bliley Act of 1999 (the "GLBA") was enacted
                  on November 12, 1999, providing for a range of new
                  activities for qualifying financial institutions. The GLBA
                  repeals significant provisions of the Glass Steagall Act to
                  permit commercial banks, among other things, to have
                  affiliates that underwrite and deal in securities and make
                  merchant banking investments provided certain conditions
                  are met. The GLBA modifies the BHCA to permit bank holding
                  companies that meet certain specified standards (known as
                  "financial holding companies") to engage in a broader range
                  of financial activities than previously permitted under the
                  BHCA, and allows subsidiaries of commercial banks which
                  meet certain specified standards (known as "financial
                  subsidiaries") to engage in a wide range of financial
                  activities that are prohibited to such banks themselves
                  under certain circumstances. On June 7, 2000, CNB Bancorp,
                  Inc. received approval from the Federal Reserve Bank of New
                  York to change from a bank holding company to a financial
                  holding company.

                  Deposit Insurance Premiums

                  To the extent allowable by law, the deposits of the
                  subsidiary Bank are insured by the Bank Insurance Fund
                  ("BIF") of the Federal Deposit Insurance Corporation
                  ("FDIC"). During 1995, BIF reached its statutory target of
                  1.25% of total insured deposits and the BIF assessment
                  rates were reduced from 0.23% to 0.04% for the highest
                  rated banks. For 1996, the highest rated banks were not
                  assessed on the level of their deposits but rather paid a
                  minimum fee of $2,000 to BIF. During 1997, 1998, 1999 and
                  2000, BIF-assessable deposits were subject to an assessment
                  schedule providing for an assessment range of 0% to 0.27%,
                  with banks in the lowest risk category paying no
                  assessments. The subsidiary Bank was in the lowest risk
                  category and paid no FDIC insurance assessments during
                  1997, 1998, 1999 and 2000. BIF assessment rates are subject
                  to semi-annual adjustment by the FDIC Board of Directors.
                  The FDIC Board of Directors has retained the 1997, 1998,
                  1999 and 2000 BIF assessment schedule through June 30,
                  2001.

                  In 1996, Congress enacted the Deposit Insurance Funds Act
                  which establishes a schedule to merge BIF with the Savings
                  Association Insurance Fund ("SAIF"). The act also provides
                  for funding Financing Corp ("FICO") bonds, to provide
                  funding for the Federal Savings and Loan Insurance
                  Corporation prior to 1991. BIF-assessable deposits are
                  subject to assessment for payment on the FICO bond
                  obligation at one-fifth the rate of SAIF-assessable
                  deposits through year-end 1999, or until the insurance
                  funds are merged, whichever occurs first. The FICO
                  assessment is adjusted quarterly based on call report
                  submissions to reflect changes in the assessment bases of
                  the respective funds. During 2000, BIF insured banks paid a
                  rate of 0.0203% for

                                     -2-

<PAGE>

                  purposes of funding FICO bond obligations, resulting in an
                  assessment of $51,237 for the subsidiary Bank. The
                  assessment rate for BIF member institutions has been set at
                  0.0196% on an annualized basis for the first half of 2001.

                  Monetary Policy

                  The earnings of the Bank are affected by the policies of
                  other regulatory authorities including the Federal Reserve
                  Board and the FDIC. An important function of the Federal
                  Reserve System is to regulate the money supply and
                  prevailing interest rates. Among the instruments used to
                  implement those objectives are open market operations in
                  United States government securities and changes in reserve
                  requirements against member bank deposits. These
                  instruments are used in varying combinations to influence
                  overall growth and distribution of bank loans, investments
                  and deposits, and their use may also affect interest rates
                  charged on loans or paid for deposits.

                  The Bank is a member of the Federal Reserve System and,
                  therefore, the policies and regulations of the Federal
                  Reserve Board have had and will probably continue to have a
                  significant effect on the Bank's reserve requirements,
                  deposits, loans, and investment growth, as well as the rate
                  of interest earned and paid thereon, and are expected to
                  affect the Bank's operation in the future. The effect of
                  such policies and regulations upon the future business and
                  earnings of the Bank cannot be predicted.

                  General

                  In addition to historical information, this Report includes
                  certain forward-looking statements with respect to the
                  financial condition, results of operations and business of
                  the Company and its subsidiary Bank based on current
                  management expectations. The Company's ability to predict
                  results or the effect of future plans and strategies is
                  inherently uncertain and actual results, performance or
                  achievements could differ materially from those management
                  expectations. Factors that could cause future results to
                  vary from current management expectations include, but are
                  not limited to, general economic conditions, legislative
                  and regulatory changes, monetary and fiscal policies of the
                  federal government, changes in tax policies, rates and
                  regulations of federal, state, and local tax authorities,
                  changes in interest rates, deposit flows, the cost of
                  funds, demand for loan products, demand for financial
                  services, competition, changes in the quality or
                  composition of the subsidiary Bank's loan and securities
                  portfolios, changes in accounting principles, polices or
                  guidelines, and other economic, competitive, governmental,
                  and technological factors affecting the Company's
                  operations, markets, products, services and prices.

          STATISTICAL DISCLOSURE REQUIRED BY BANK HOLDING COMPANIES

The following are exhibits included herewith:

Exhibit No.               Exhibit

I. A.B.            Distribution of Assets, Liabilities and Stockholders'
                    Equity; Interest Rates and Interest Differential

I. C.              Rate Volume Analysis and Interest Rate Sensitivity Analysis

II. A.B.           Securities Portfolio

III. A.B.C.        Loan Portfolio

IV.                Summary of Loan Loss Experience

V. A.B.C.D.        Deposits

VI.                Return on Equity and Assets

                                     -3-

<PAGE>

I. A.B. Distribution of Assets, Liabilities, and Stockholders' Equity;
Interest Rates and Interest Differential

<TABLE>

<CAPTION>

                                                2000                          1999                           1998
                                     -------------------------    ---------------------------     --------------------------
                                                Interest                      Interest                       Interest
(in thousands)                       Average    Earned/           Average     Earned/             Average    Earned/
                                     Balance    Paid<F2>  Rate    Balance     Paid<F2>   Rate     Balance    Paid<F2>   Rate
                                     --------   -------   ----    --------    -------    ----     --------   -------    ----
<S>                                  <C>        <C>       <C>     <C>         <C>        <C>      <C>        <C>        <C>
ASSETS

Interest Earning  Assets:
Securities<F1>:
  U.S Treasury & Government
    Agencies                          $87,302    $5,685   6.51%    $81,038     $5,066    6.25%     $68,002    $4,244    6.24%
  State & Political
    Subdivisions                       26,955     2,217   8.22      23,667      1,994    8.43       21,432     1,952    9.11
  Other                                11,412       869   7.61       4,116        274    6.66        1,589       113    7.11
                                     --------   -------           --------    -------             --------   -------
    Total Securities                  125,669     8,771   6.98     108,821      7,334    6.74       91,023     6,309    6.93
Interest Bearing Balances With
  Other Financial Institutions          1,128        64   5.67       1,655         80    4.83          206        15    7.28
Federal Funds Sold                      5,595       349   6.24       9,042        449    4.97       11,710       627    5.35
Loans:
  Loans,Less
    Unearned Income<F3>               181,186    15,367   8.48     152,974     12,816    8.38      121,252    10,598    8.74
                                     --------   -------           --------    -------             --------   -------
    Total Interest-Earning Assets     313,578   $24,551   7.84%    272,492    $20,679    7.59%     224,191   $17,549    7.83%
                                                =======                       =======                        =======
Cash and Due From Banks                 7,678                        9,068                           6,328
Allowance for Loan Losses              (2,742)                      (2,291)                         (1,541)
Other Assets<F4>                       13,114                       11,593                           8,237
                                     --------                     --------                        --------
    Total Assets                     $331,628                     $290,862                        $237,215
                                     ========                     ========                        ========
LIABILITIES AND
  STOCKHOLDERS' EQUITY
Interest bearing Liabilities:
Deposits:
  Savings:
    Regular Savings                   $47,653    $1,244   2.61%    $47,363     $1,189    2.51%     $38,862    $1,048    2.70%
    NOW                                28,740       361   1.26      27,158        333    1.23       21,721       319    1.47
    Money Market Accounts              31,564     1,178   3.73      22,812        749    3.28       13,555       427    3.15
  Certificates of Deposit
    $100,000 or More                   55,039     3,318   6.03      44,503      2,234    5.02       39,792     2,213    5.56
  Other Time Interest-Bearing          82,393     4,428   5.37      74,148      3,798    5.12       61,420     3,340    5.44
                                     --------   -------           --------    -------             --------   -------
    Total Int.-Bearing Deposits       245,389    10,529   4.29     215,984      8,303    3.84      175,350     7,347    4.19
  Other Short-Term Borrowings
    & Repurchase Agreements             7,538       435   5.77      11,547        611    5.29       10,229       544    5.32
   Notes Payable - FHLB                18,227     1,127   6.18       7,135        355    4.98          548        26    4.74
                                     --------   -------           --------    -------             --------   -------
    Total Interest-Bearing
      Liabilities                     271,154   $12,091   4.45%    234,666     $9,269    3.95%     186,127    $7,917    4.25%
                                                =======                       =======                        =======
Demand Deposits                        26,972                       23,375                          19,382
Other Liabilities                       1,485                        1,359                           1,037
                                     --------                     --------                        --------
    Total Liabilities                 299,611                      259,400                         206,546
Stockholders' Equity                   32,017                       31,462                          30,669
                                     --------                     --------                        --------
    Total Liabilities and
      Stockholders' Equity           $331,628                     $290,862                        $237,215
                                     ========                     ========                        ========

<FN>

<F1>  Includes available for sale securities, investment securities, Federal
      Home Loan Bank stock and Federal Reserve Bank stock at amortized cost.

<F2>  Portions of income earned on U.S. Government obligations and
      obligations of states and political subdivisions are exempt from
      federal and/or state taxation. Appropriate adjustments have been made
      to reflect the equivalent amount of taxable income that would have been
      necessary to generate an equal amount of after tax income. The taxable
      equivalent adjustment is based on a marginal Federal income tax rate of
      34% for all periods presented, and a marginal state income tax rate of
      9.00%(less Federal tax effect) for all periods presented.

<F3>  For the purposes of this analysis, non-accruing loans have been
      included in average balances; in accordance with Company policy on
      non-accruing assets, income on such assets is not recorded unless
      received.

<F4>  Other assets include all assets except those specifically
      identified above including the valuation adjustment related to the
      securities available for sale.

</FN>

</TABLE>

                                     -4-

<PAGE>

I. A.B. The following table represents the average yield on all
        interest-earning assets, the average effective rate paid on all
        interest-bearing liabilities; and the net yield on
        interest-earning assets for CNB Bancorp, Inc.

             (Cont'd)

                                            2000       1999       1998
                                            -------    -------    ------
Average yield on interest-
  earning assets*                              7.84%      7.59%     7.83%

Average effective rate paid
  on interest-bearing liabilities              4.45%      3.95%     4.25%

Spread between interest-earning
  assets and interest-bearing
  liabilities*                                 3.39%      3.64%     3.58%

Net interest income* (in thousands)         $12,460    $11,410    $9,632

Net interest margin*                           3.98%      4.19%     4.30%

*On a fully taxable equivalent basis.

1. C. Rate Volume Analysis

      The following tables set forth, for the periods indicated, a summary of
      changes in interest earned and interest paid resulting from changes in
      volume and changes in rates (in thousands):

<TABLE>

<CAPTION>

                                     2000 Compared to 1999            1999 Compared to 1998
                                 Increase (decrease) due to:<F1>  Increase (decrease) due to:<F1>
                                   Volume    Rate     Total        Volume    Rate      Total
                                   ------    -----    ------       ------    -----     ------
<S>                                <C>       <C>      <C>          <C>       <C>       <C>

Interest Earned on:
  Loans                            $2,396     $155    $2,551       $2,632    ($414)    $2,218
  Taxable Securities                  792      422     1,214          975        8        983
  Non-Taxable Securities<F2>          272      (49)      223          148     (106)        42
  Federal Funds Sold                 (305)     205      (100)        (136)     (42)      (178)
  Interest-Bearing Balances
    with Banks                        (36)      20       (16)          68       (3)        65
                                   ------    -----    ------       ------     ----     ------
    Total                           3,119      753     3,872        3,687     (557)     3,130
                                   ------    -----    ------       ------     ----     ------

Interest Paid on:
  Deposits                          1,202    1,024     2,226        1,485     (529)       956
  Short-Term Borrowings & Repos      (238)      62      (176)          70       (3)        67
  Notes Payable - FHLB                668      104       772          328        1        329
                                   ------    -----    ------       ------     ----     ------
    Total                           1,632    1,190     2,822        1,883     (531)     1,352
                                   ------    -----    ------       ------     ----     ------

Net Interest Differential<F2>      $1,487    ($437)   $1,050       $1,804     ($26)    $1,778
                                   ======    =====    ======       ======     ====     ======

Notes to Rate Volume Analysis

<FN>

<F1>   The changes in interest due to both rate and volume have been
       allocated to changes due to volume and changes due to rate in
       proportion to the relationship of the absolute dollar amounts of the
       changes in each.

<F2>   A "tax equivalent adjustment" has been included in the calculations to
       reflect this income as if it had been fully taxable. The "tax
       equivalent adjustment" is based upon the federal and state marginal
       income tax rates.

</FN>

</TABLE>

                                     -5-

<PAGE>

1. C. Interest Rate Sensitivity Analysis

<TABLE>

<CAPTION>

                                             Maturity/Repricing Period at December 31, 2000
                                       --------------------------------------------------------
                                                  After 3 Mo. After One
                                       Within     But Within  But Within   After
  (in thousands)                       3 Months   1 Year      Five Years   Five Years  Total
                                       --------   -------     -------      -------     --------
<S>                                    <C>        <C>         <C>          <C>         <C>

   Rate sensitive assets(RSA):
     Securities<F1>                     $44,739   $22,921     $28,094      $29,080     $124,834
     Loans, net of unearned discount     42,519    21,083      57,200       65,788      186,590
     Cash & Cash Equivalents              5,672         0           0            0        5,672
                                       --------   -------     -------      -------     --------
   Total rate sensitive assets          $92,930   $44,004     $85,294      $94,868     $317,096
                                       ========   =======     =======      =======     ========
   Rate sensitive liabilities(RSL):
     Savings, NOW & MMDA accounts       $43,022        $0          $0      $82,952     $125,974
     Time deposits                       40,425    61,448      16,288            0      118,161
     Borrowings                          18,697     5,265       9,119           47       33,128
                                       --------   -------     -------      -------     --------
   Total rate sensitive liabilities    $102,144   $66,713     $25,407      $82,999     $277,263
                                       ========   =======     =======      =======     ========

<FN>

<F1> Includes securities available for sale and investment securities at
     amortized cost and FHLB and FRB stock at cost.

</FN>

</TABLE>

   GAP (RSA - RSL)                         ($9,214) ($22,709) $59,887  $11,869
   CUMULATIVE GAP (RSA - RSL)               (9,214)  (31,923)  27,964   39,833

   RSA divided by RSL                         91.0%     66.0%   335.7%   114.3%
   RSA divided by RSL - Cumulative            91.0      81.1    114.4    114.4

   GAP divided by equity                     (27.1)    (66.8)   176.2     34.9
   GAP divided by equity - Cumulative        (27.1)    (93.9)    82.3    117.2

   RSA divided by total assets                27.4      13.0     25.1     28.0
   RSA divided by total assets - Cumulative   27.4      40.4     65.5     93.5

   RSL divided by total assets                30.1      19.7      7.5     24.5
   RSL divided by total assets - Cumulative   30.1      49.8     57.3     81.7

   GAP divided by total assets                (2.7)     (6.7)    17.6      3.5
   GAP divided by total assets - Cumulative   (2.7)     (9.4)     8.2     11.7

   CNB Bancorp, Inc., through its subsidiary Bank, actively manages its
   interest rate sensitivity position through the use of new products and
   repricing techniques. The objectives of interest rate risk management are
   to control exposure of net interest income to risks associated with
   interest rate movements and to achieve consistent growth in net interest
   income. The measurement of the interest rate sensitivity position at any
   specific point in time involves many assumptions and estimates.
   Nonetheless, the accompanying interest sensitivity analysis, broken into
   future repricing time frames, helps to illustrate the potential impact of
   future changes in interest rates on net interest income. The table above
   shows the interest rate sensitivity gap position. The table presents data
   at a single point in time. The under one year cumulative gap was (9.4)% of
   assets at December 31, 2000. Interest sensitivity, however, is only one
   measure of the extent to which changes in interest rates might affect net
   interest income; the mix within the interest earning asset and interest
   bearing liability portfolios is continually changing as well. To date, the
   Company has not used financial futures or interest rate swaps in the
   management of interest rate risk. The Asset Liability Management
   Committee, using policies and procedures set by the Board of Directors and
   senior management, is responsible for managing CNB Bancorp, Inc.'s rate
   sensitivity position.

   In evaluating the Company's exposure to interest rate risk, certain
   factors inherent in the method of analysis presented in the table above
   must be considered. For example, although certain assets and liabilities
   may have similar maturities or periods to repricing, they may react in
   different degrees to changes in market rates. Further, certain assets,
   such as adjustable rate mortgages, have features which restrict changes in
   interest rates on a short-term basis and over the life of the asset. The
   Company considers the anticipated effects of these various factors in
   implementing its interest rate risk management objectives. It should also
   be noted that the interest rate sensitivity level shown in the table above
   could be changed by external factors such as loan prepayments or by
   factors controllable by CNB Bancorp, Inc. such as sales of securities
   available for sale.

   The Company has identified a portion of its savings deposits as being rate
   sensitive based on prior years' historical experience, due mainly to the
   shift in dollar volume from certificates of deposit to savings accounts
   over and above the historical level of core deposits. In addition, the
   Asset/Liability Management Committee reviews, on a quarterly basis, the
   potential impact to the Company's net interest income based on an
   immediate and sustained shift in interest rates of +/- 200 bp. At December
   31, 2000 the net annualized interest income exposure, based on a +200bp
   rate change was a decrease of approximately $578,000.

   Another function of asset/liability management is to assure adequate
   liquidity by maintaining an appropriate balance between interest sensitive
   assets and interest sensitive liabilities. Liquidity management involves
   the ability to meet the cash flow requirements of the Company's loan and
   deposit customers. Interest sensitivity is related to liquidity because
   each is affected by maturing assets and liabilities. Interest sensitivity
   analysis, however, also considers that certain assets and liabilities may
   be subject to rate adjustments prior to maturity. It is the Company's
   policy to manage its affairs so that liquidity needs are fully satisfied
   through normal bank operations. To maintain short-term liquidity, the
   Company strives to be a net seller of Federal Funds, to keep a significant
   amount of the available for sale portfolio in investments that are less
   than 18 months to maturity, and to maintain lines of credit with
   correspondent banks. Long-term liquidity involves the laddering of the
   investment portfolio to provide stable cash flow, and the matching of
   fixed rate mortgage loans with identified core deposits.

                                     -6-

<PAGE>

<TABLE>

<CAPTION>

II. Securities Portfolio

A. The carrying amounts of the Company's securities as of December 31 are summarized below:
   (in thousands)

       Securities Available for Sale:                        2000        1999       1998
                                                             --------    -------    -------
       <S>                                                   <C>         <C>        <C>

       Debt Securities:
       U.S. Treasury and other U.S. Government Agencies       $80,566    $77,966    $74,865
       State and Political Subdivisions                        16,516     12,863     10,897
       Corporate securities                                     9,606      2,970      3,395
                                                             --------    -------    -------
          Total Debt Securities Available for Sale            106,688     93,799     89,157
       Equity Securities:
       Corporate securities                                       157         50          0
                                                             --------    -------    -------
          Total Equity Securities Available for Sale              157         50          0
                                                             --------    -------    -------
             Total Securities Available for Sale             $106,845    $93,849    $89,157
                                                             ========    =======    =======
       Investment Securities:
          Obligations of U.S. Government Agencies              $1,693     $2,269     $6,105
          State and Political Subdivisions                     11,960     11,174     11,292
          Corporate securities                                  2,000          0          0
                                                             --------    -------    -------
             Total                                            $15,653    $13,443    $17,397
                                                             ========    =======    =======
       Investments Required By Law:
          Federal Reserve Bank stock                             $692       $692       $240
          Federal Home Loan Bank stock                          1,577      1,296        735
                                                             --------    -------    -------
             Total                                             $2,269     $1,988       $975
                                                             ========    =======    =======

</TABLE>

B. Maturity Distribution of the Company's securities as of December 31,
   2000: (in thousands)

<TABLE>

<CAPTION>

                                                                               Maturing
                                            --------------------------------------------------------------------------------
                                                Within           After One But        After Five But              After
                                               One Year          Within Five Years    Within Ten Years          Ten Years
                                            ---------------      -----------------    -----------------      ---------------
Debt Securities Available for Sale<F1>      Amount    Yield<F2>  Amount    Yield<F2>  Amount      Yield<F2>  Amount    Yield<F2>
--------------------------------------      -------   -----      -------   -----      -------     -----      ------    -----
<S>                                         <C>       <C>        <C>       <C>        <C>         <C>        <C>       <C>

U.S. Treasury and other U.S. Gov't Agencies $39,862   6.56%      $11,088   6.78%       $7,231     6.61%      $22,385   6.72%
State and Political Subdivisions                405   9.42         4,299   8.24        11,396     7.60           416   7.61
Corporate securities                          2,497   6.93         2,475   7.30         4,634     7.78             0   0.00
                                            -------              -------              -------                -------
    Total<F3>                               $42,764   6.61%      $17,862   7.19%      $23,261     7.33%      $22,801   6.74%
                                            =======              =======              =======                =======

<FN>

<F1>  Maturities are based on the earlier of the contractual maturity date or
      the call date.

<F2>  A "tax equivalent adjustment" has been included in the calculation of
      the yields to reflect this income as if it had been fully taxable. The
      "tax equivalent adjustment" is based on federal and state
      marginal(other than U.S. Government and U.S. Government Agencies)
      income tax rates. The yield on securities available for sale is
      calculated based upon the amortized cost of the securities.

<F3>  There are no securities of individual issuers that represent greater than
      10% of stockholders' equity at December 31, 2000.
</FN>

</TABLE>

<TABLE>

<CAPTION>

                                                                              Maturing
                                             ------------------------------------------------------------------------------
                                                Within            After One But       After Five But            After
                                               One Year           Within Five Years   Within Ten Years        Ten Years
                                             --------------       -----------------   ----------------      -------------
Investment Securities<F1>                    Amount   Yield<F2>   Amount   Yield<F2>  Amount     Yield<F2>  Amount  Yield<F2>
-------------------------                    ------   -----       ------   -----      ------     -----      ------  -----
<S>                                          <C>      <C>         <C>      <C>        <C>        <C>        <C>     <C>
U.S. Government Agencies                     $1,693   7.09%           $0   0.00%          $0     0.00%        $0    0.00%
State and Political Subdivisions              5,843   8.21         4,531   8.93        1,371     8.28        215    8.32
Corporate securities                              0   0.00         1,000   9.50        1,000     8.93          0    0.00
                                             ------               ------              ------                ----
    Total<F3>                                $7,536   7.96%       $5,531   9.04%      $2,371     8.55%      $215    8.32%
                                             ======               ======              ======                ====
<FN>

<F1>  Maturities are based on the earlier of the contractual maturity date or
      the call date.

<F2>  A "tax equivalent adjustment" has been included in the calculation of
      the yields to reflect this income as if it had been fully taxable. The
      "tax equivalent adjustment" is based on federal and state
      marginal(other than U.S. Government and U.S. Government Agencies)
      income tax rates. The yield on securities available for sale is
      calculated based upon the amortized cost of the securities.

<F3>  There are no securities of individual issuers that represent greater than
      10% of stockholders' equity at December 31, 2000.
</FN>

</TABLE>

Investments Required By Law

Federal Reserve Bank Stock and Federal Home Loan Bank Stock are nonmarketable
equity securities carried at cost with no stated maturity date. The dividend
yield on these stocks as of December 31, 2000 was 6.95%.

                                     -7-

<PAGE>

III. Loan Portfolio

<TABLE>

<CAPTION>

A. Types of Loans                        2000               1999               1998               1997               1996
                                   ----------------   ----------------   -----------------  ----------------   ----------------
December 31 (in thousands)         Balance    %<F1>   Balance    %<F1>   Balance    %<F1>   Balance    %<F1>   Balance    %<F1>
                                   --------   -----   --------   -----   --------   ------  --------   -----   --------   -----
<S>                                <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>
Residential Real Estate Loans<F2>   $88,517    44.0%   $90,780    49.4%   $46,423    35.1%   $46,750    36.4%   $44,583    38.8%
Commercial and Commercial
  Real Estate                        44,790    22.3     37,868    20.6     35,877    27.2     37,265    29.0     32,685    28.4
Consumer Loans                       67,756    33.7     55,137    30.0     49,727    37.7     44,537    34.6     37,780    32.8
                                   --------           --------           --------           --------           --------
    Total                           201,063   100.0%   183,785   100.0%   132,027   100.0%   128,552   100.0%   115,048   100.0%

Less: Allowance for loan losses       2,750              2,697              1,580              1,492              1,620
      Unearned Income                14,473             11,372             10,190              9,414              8,063
                                   --------           --------           --------           --------           --------
    Total                          $183,840           $169,716           $120,257           $117,646           $105,365
                                   ========           ========           ========           ========           ========

<FN>

<F1> % represents the percentage of loans in the category to total loans.

<F2> At December 31, 1996 through December 31, 2000, the subsidiary Bank did
     not have any construction loans in the loan portfolio.

</FN>

</TABLE>

B. Maturities and Sensitivity of Loans to Changes in Interest Rates

   Shown below are the amounts of loans outstanding (excluding certain
   mortgages and consumer loans) as of December 31, 2000, which, based on
   remaining scheduled repayments or repricing of principal, are due in the
   periods indicated and the relative sensitivity of such loans to changes in
   interest rates:

                                               After One
                                  One Year     But Within  After
(in thousands)                  or Less(a)(b)  Five Years  Five Years  Total
                                -------------  ----------  ----------  -------
    Commercial and Commercial
      Real Estate               $31,890        $11,315     $1,585      $44,790

(a)  Includes demand loans having no stated schedule of repayments and no
     stated maturity and overdrafts.

(b)  Includes floating rate loans of
     $20,227 that are repriceable at least quarterly.

C. Risk Elements

   1. Nonaccrual, Past Due, and Restructured Loans

   Non-Performing loans are composed of (1) loans on a non-accrual basis, (2)
   loans which are contractually past due 90 days or more as to interest or
   principal payments but have not been classified non-accrual, and (3) loans
   whose terms have been restructured to provide a reduction of interest or
   principal because of a deterioration in the financial position of the
   borrower.

     (in thousands)                         2000    1999    1998  1997  1996
                                            ------  ------  ----  ----  ------
   Loans on a non-accrual basis               $936  $1,507  $280  $283    $680
   Loans past due 90 days or more              210     108   249    88     557
   Restructured loans                            0       0     0     0       0
                                            ------  ------  ----  ----  ------
     Total non-performing loans             $1,146  $1,615  $529  $371  $1,237
                                            ======  ======  ====  ====  ======
   Total non-performing loans as a percent
     of total loans - net of unearned          0.6%    0.9%  0.4%  0.3%    1.2%
     income                                 ======  ======  ====  ====  ======

   For loans on a non-accrual basis, loans past due 90 days or more and
   restructured loans the difference between the interest collected and
   recognized as income and the amounts which would have been accrued was not
   significant for the years 1996 through 2000.

   The Company's policy with regard to non-accrual loans varies by the type
   of loan involved. Generally, commercial, financial, and agricultural loans
   are placed on a non-accrual status when they are 90 days past due unless
   they are well secured and in the process of collection. In some instances,
   consumer loans are classified non-accrual when payments are past due 90
   days; but as a matter of general policy, these loans are charged off after
   they become 120 days past due unless they are well secured and in the
   process of collection. Mortgage loans are generally not placed on a
   non-accrual basis unless it is determined that the value or marketability
   of real estate securing the loans has deteriorated to the point that a
   potential loss of principal or interest exists. Once a loan is on
   non-accrual basis, interest is recorded only as received or until such
   time as the borrower demonstrates the ability to make scheduled payments
   of interest and principal. Interest previously accrued on non-accrual
   loans which has not been paid is reversed and charged against income
   during the period in which the loan is placed on non-accrual status.
   Interest on restructured loans is only recognized in current income at the
   renegotiated rate and then only to the extent that such interest is deemed
   collectible.

                                     -8-

<PAGE>

III. Loan Portfolio

(cont'd)

C. Risk Elements
   2. Potential Problem Loans

   In addition to the total non-performing loans set forth above, loans in
   the amount of $1.2 million at December 31, 2000 were classified as
   potential problem loans. These are loans for which management has
   information which indicates that the borrower may not be able to comply
   with the present payment terms. Although there is some doubt about the
   ability of these borrowers to comply with payment terms, minimal losses,
   if any, are anticipated in 2001.

   3. Foreign Outstandings - None

   4. Loan Concentrations

   Loan concentrations, as defined by the Securities and Exchange Commission,
   are considered to exist when there are amounts loaned to a multiple number
   of borrowers engaged in similar activities which would cause them to be
   similarly impacted by economic or other conditions. CNB Bancorp, Inc.'s
   business area consists of the Counties of Fulton and Saratoga and,
   therefore, there are substantial concentrations of loans within this
   geographic area. The subsidiary Bank strives to maintain a diverse loan
   portfolio and accomplishes this through prudent underwriting standards and
   by offering a wide variety of business and consumer loans. At December 31,
   2000, the only concentration of loans that existed within the Bank's
   portfolio, other than the geographic concentration referred to above, were
   loans to the leather and leather related industries. Loans to this
   customer segment were $5.9 million, which represented 2.9% of the gross
   loans outstanding at December 31, 2000. Commitments to this segment were
   $4.7 million, which represented 17.9% of the total commitments outstanding
   at December 31, 2000.

                                     -9-

<PAGE>

IV. Summary of Loan Loss Experience

The following table summarizes year end loan balances, average loans
outstanding and changes in the allowance for loan losses due to loan losses,
recoveries and additions charged to expense.

<TABLE>

<CAPTION>

Years Ended December 31,                            2000       1999       1998       1997       1996
(in thousands)                                      --------   --------   --------   --------   --------
<S>                                                 <C>        <C>        <C>        <C>        <C>

Amount of loans outstanding at end
  of year (less unearned income)                    $186,590   $172,413   $121,837   $119,138   $106,985

Average loans outstanding during the year
  (less average unearned income)                    $181,186   $152,974   $121,252   $112,785   $105,814

Balance of allowance at beginning of year             $2,697     $1,580     $1,492     $1,620     $1,505

Loans charged off:
  Commercial and Commercial Real Estate                  (40)       (30)       (17)      (230)         0
  Real Estate                                              0       (105)        (8)       (41)       (24)
  Consumer                                              (199)      (146)      (124)      (133)      (103)
                                                    --------   --------   --------   --------   --------
    Total loans charged off                             (239)      (281)      (149)      (404)      (127)
                                                    --------   --------   --------   --------   --------
Recoveries of loans previously charged off:
  Commercial and Commercial Real Estate                   12          1          0          1          0
  Real Estate                                             26         28          0          0          0
  Consumer                                                35         22         17         20         22
                                                    --------   --------   --------   --------   --------
    Total Recoveries                                      73         51         17         21         22
                                                    --------   --------   --------   --------   --------
Net loans charged off                                   (166)      (230)      (132)      (383)      (105)

Acquisition-related allowance                              0      1,167          0          0          0

Additions to allowance charged to operating expense      219        180        220        255        220
                                                    --------   --------   --------   --------   --------
    Balance of allowance at end of year               $2,750     $2,697     $1,580     $1,492     $1,620
                                                    ========   ========   ========   ========   ========
Net charge-offs as percent of average
  loans outstanding during year
  (less average unearned income)                        0.09%      0.15%      0.11%      0.34%      0.10%

Net charge-offs as percent of allowance at
  beginning of year.                                    6.15%     14.56%      8.85%     23.64%      6.98%

Allowance as percent of loans outstanding
  at end of year (less unearned income)                 1.47%      1.56%      1.30%      1.25%      1.51%

</TABLE>

The provision for loan losses charged to expense, as well as the amount of
the allowance for loan losses, are determined by management as a result of
its evaluation of the loan portfolio. Management considers general economic
conditions, changes in the volume of loans and changes in the nature of the
collateral and other relevant factors, including risk elements. The primary
risk element considered by management with respect to consumer and real
estate mortgage loans is lack of current payments. The primary risk elements
considered with respect to commercial, financial and agricultural loans are
the financial condition of the borrower, the sufficiency of collateral and
the record of payment. A subjective review of all non-performing loans, other
problem loans, and overall delinquency is made prior to the end of each
calendar quarter to determine current adequacy of the allowance.

During 2000, the subsidiary Bank made a provision to its allowance for loan
losses in the amount of $219,000. The subsidiary Bank's allowance for loan
losses at December 31, 2000 totaled $2,750,000 or 1.47% of total loans, net
of unearned income. Net charge offs for 2000 totaled $166,000. Certain other
commercial, financial, and agricultural loans known to have problems are not
expected to increase the subsidiary Bank's losses during 2001. At year-end
2000, there were $936,000 of loans in a non-accrual status. At December 31,
2000, $186,000 of the allowance for loan losses was allocated to the
non-accrual loans outstanding. Although management of the Company believes
that the allowance is adequate to provide for inherent risk of loss, there
can be no assurance that the Company will not sustain losses in any given
period which could be substantial.

                                     -10-

<PAGE>

V. Deposits

A. The following table presents the average amount of deposits and rates paid
   by major category for the year ended December 31:

                                 2000            1999            1998
                            --------------  --------------  --------------
                            Average         Average         Average
(in thousands)              Balance   Rate  Balance   Rate  Balance   Rate
                            --------  ----  --------  ----  --------  ----
Demand Deposits              $26,972         $23,375         $19,382

Regular Savings, NOW, and
  Money Market               107,957  2.58%   97,333  2.33%   74,138  2.42%

Certificates of Deposit and
  Other Time Deposits        137,432  5.64%  118,651  5.08%  101,212  5.49%
                            --------        --------        --------
    Total                   $272,361        $239,359        $194,732
                            ========        ========        ========

B. There were no foreign deposits in domestic offices at December 31, 2000,
   1999 and 1998.

C. The following table indicates the maturities of time certificates of
   deposit in amounts of $100,000 or more at December 31, 2000.
   (in thousands)

   Maturing in:
    Three months or less                                       $24,939
    Over three months through six months                         2,272
    Over six months through twelve months                        6,704
    Over twelve months                                           3,471

D. There are no time certificates of deposit and other time deposits in the
   amount of $100,000 or more issued by foreign offices.

VI. Return on Equity and Assets

The following table shows the ratio of net income to average stockholders'
equity and average total assets, and certain other ratios for the years
ended December 31:

                                                  2000   1999   1998
                                                  -----  -----  -----
Percentage of net income to:
  Average total assets                             1.12%  1.13%  1.36%
  Average total stockholders' equity              11.57  10.49  10.52

Percentage of cash dividends paid
  to net income                                   39.84  42.92  41.71

Percentage of average stockholders' equity
  to average total assets                          9.65  10.82  12.93

                                     -11-

<PAGE>

     ITEM 2.      Properties

                  The Bank's main office building is owned by the Company. In
                  addition, the Company owns property located at 52 N. Main
                  Street and 185 Fifth Avenue, Gloversville, New York, 231
                  Bridge Street, Northville, New York, 142 North Comrie
                  Avenue, Johnstown, New York, 4178 State Highway 30,
                  Amsterdam, New York and 295 Broadway, Saratoga Springs, New
                  York. All properties are currently used for branch offices
                  and are considered to be adequate in meeting current and
                  projected customer and subsidiary Bank needs.The Insurance
                  Agency leases property at 7 Church Street, Gloversville,
                  New York.

     ITEM 3.      Legal Proceedings

                  The nature of the Company's business generates a certain
                  amount of litigation involving matters arising in the
                  ordinary course of business. However, in the opinion of
                  management of the Company, after consultation with counsel,
                  there are no proceedings pending to which the Company is a
                  party to or which its property is subject which are
                  material in relation to the Company's consolidated
                  financial condition, nor are there any proceedings pending
                  other than ordinary routine litigation incident to the
                  business of the Company. In addition, no material
                  proceedings are pending or are known to be threatened or
                  contemplated against the Company by governmental
                  authorities or others.

     ITEM 4.      Submission of Matters to a Vote of Security Holders

                  None

     PART II

     ITEM 5.      Market for Registrant's Common Equity and Related
                  Stockholders Matters

                  The information set forth under the heading "Market and
                  Dividend Information" on page 32 of the registrant's 2000
                  Annual Report is incorporated herein by reference.
                  Over-the-counter quotations reflect inter-dealer prices and
                  may not necessarily represent actual transactions. The
                  Company increased its dividend in 2000 for the
                  thirty-fourth consecutive year and anticipates paying
                  comparable dividends in the future. Information regarding
                  restrictions on dividend payments can be found on page 18
                  of the registrant's 2000 Annual Report under "Notes to
                  Consolidated Financial Statements - Dividend Restrictions".

     ITEM 6.      Selected Financial Data

                  The information set forth under the heading "Five Year
                  Financial Summary" on page 12 of the registrant's 2000
                  Annual Report is incorporated herein by reference.

     ITEM 7.      Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

                  The information set forth under the heading "Financial
                  Review" on pages 5 through 11 of the registrant's 2000
                  Annual Report is incorporated herein by reference.

                  Liquidity

                  Liquidity represents a banking enterprise's capacity to
                  meet its daily obligations, such as loan demand and the
                  maturity or withdrawal of deposits and other financial
                  obligations. In addition to maintaining liquid assets,
                  factors such as capital position, profitability, asset
                  quality, and availability of funding affect a bank's
                  ability to meet its liquidity needs. The Company's primary
                  sources of liquidity continue to be federal funds sold and
                  interest bearing time deposits. Other sources of liquidity
                  include repayment of loans and the federal funds market,
                  which is a vehicle banks use to trade surplus funds. When
                  the Company experiences a net outflow of funds, maturing
                  long term investments are not reinvested until sufficient
                  excess funds are available. See Financial Review" section
                  page 9 of Company's 2000 Annual Report for additional
                  discussion on liquidity.

                  The Company, on average, during 2000 had $5.6 million of
                  its assets invested in federal funds sold.

                  Capital

                  At December 31, 2000, stockholders' equity was $34.0
                  million, which represents an increase of $2.7 million, or
                  8.7% over 1999. This follows a decrease of $0.2 million, or
                  0.6% over 1998. The increase from 1999 to 2000 was
                  primarily due to a combination of net retained earnings and
                  net unrealized gains in market value of the available for
                  sale securities, less net treasury stock purchases. The
                  decrease from 1998 to 1999 was primarily due to the
                  increase in the net unrealized loss in market value of the
                  available for sale securities more than offsetting net
                  retained earnings.

                  The adequacy of the Company's capital is reviewed by
                  management on an ongoing basis in relation to the size,
                  composition and quality of the Company's resources and in
                  conjunction with regulatory guidelines.

                  The currently required risk-based capital ratio, as
                  established by the Federal Reserve Board, is 8.00% as of
                  December 31, 2000. The Company's risk- based capital ratio
                  was 16.8% and 18.7% at December 31, 2000 and 1999,
                  respectively. Dividends per share declared in 2000 were
                  $0.62 as compared to $0.59 in 1999 and $0.56 in 1998 after
                  adjusting for the 3 for 2 stock split declared in July
                  1999.

                  See "Financial Review" section page 9 of Company's 2000
                  Annual Report for additional discussion on capital.

                  Recently Issued Accounting Standards

                  In June 1998, the Financial Accounting Standards Board
                  (FASB) issued SFAS No. 133, "Accounting for Derivative
                  Instruments and Hedging Activities," which establishes
                  accounting and reporting standards for derivative
                  instruments, including certain derivative instruments
                  embedded in other contracts, and for hedging activities.
                  During the second quarter of 1999, the FASB issued SFAS No.
                  137, which deferred the effective date of SFAS No. 133 by
                  one year to fiscal years beginning after June 15, 2000. In
                  June 2000, the FASB issued SFAS No. 138, which amends the
                  accounting and reporting standards of SFAS No. 133 for
                  certain derivative instruments and certain hedging
                  activities. Adoption of SFAS No. 133, as amended, did not
                  have a material effect on the Company's consolidated
                  financial statements.

    ITEM 7a.      Quantitative and Qualitative Disclosures About Market Risk

                  The information set forth under the heading "Financial
                  Review - Market Risk" pages 10 and 11 of the registrant's
                  2000 Annual Report is incorporated herein by reference.
                  Also, the information reported on page 6 of this report is
                  incorporated by reference.

     ITEM 8.      Financial Statements and Supplementary Data

                  The information set forth on pages 13 through 31 of the
                  registrant's 2000 Annual Report is incorporated herein
                  by reference.

                                     -12-

<PAGE>

                  Additional supplementary data not found in registrant's
                  annual report.

                  UNAUDITED INTERIM FINANCIAL INFORMATION (In thousands,
                  except per share data). The following is a summary of
                  unaudited quarterly financial information for each quarter
                  of 2000 and 1999.

<TABLE>

<CAPTION>

                                      2000 Quarters ended              1999 Quarters ended
                                 ------------------------------  ------------------------------
                                 3/31    6/30    9/30    12/31   3/31    6/30    9/30    12/31
                                 ------  ------  ------  ------  ------  ------  ------  ------
<S>                              <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>

Interest and Dividend Income     $5,673  $5,961  $6,028  $6,098  $4,315  $4,754  $5,455  $5,444
Net Interest and Dividend Income  2,898   2,994   2,898   2,879   2,398   2,558   2,899   2,844

Provision for Loan Losses            37      62      60      60      60      60      60       0

Income Before Income Taxes        1,349   1,380   1,400   1,151   1,178   1,114   1,205   1,190
Net Income                          940     973     944     848     831     802     829     837
Per Share: Basic Earnings          0.39    0.41    0.40    0.36    0.35    0.33    0.35    0.34
Per Share: Diluted Earnings        0.39    0.40    0.39    0.36    0.35    0.33    0.34    0.34

</TABLE>

                  Per share figures and shares outstanding have been adjusted
                  to reflect the 3 for 2 stock split effected through the 50%
                  stock dividend declared in July 1999.

     ITEM 9.      Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure

                  None

    PART III

    ITEM 10.      Directors and Executive Officers of the Registrant
                  Election of Directors

                  The by-laws of the Company provide that the Board of
                  Directors shall consist of not less than five nor more than
                  25 members, and that the total number of directors may be
                  fixed by action of the Board of Directors or the
                  shareholders. The by-laws further provide that the
                  directors shall be divided into three (3) classes as nearly
                  equal in number as possible, known as Class 1, consisting
                  of not more than eight (8) directors; Class 2, consisiting
                  of not more than eight (8) directors; and Class 3,
                  consisting of not more than nine (9) directors. Such
                  classes became effective after the first annual meeting of
                  shareholders in 1989. Each class holds office for a term of
                  three years, but only one class comes up for election each
                  year. Each director shall serve until his successor shall
                  have been elected and shall qualify, even though his term
                  of office as herein provided has otherwise expired, except
                  in the event of his earlier resignation, removal, or
                  disqualification.

                  The twelve persons listed below are currently directors of
                  the Company. Except as noted below, all of the directors
                  have held the same or another executive position with the
                  same employer during the past five years.

<TABLE>

<CAPTION>

                           Principal Occupation                                   Director of the
Name, Age                  for Past Five Years                             Class  Company Since
---------                  --------------------                            -----  ---------------
<S>                        <C>                                             <C>    <C>

John C. Miller, 70         President, John C. Miller, Inc.                 2      1988
                           Automobile Dealer

Frank E. Perrella, 73      President, Sira Corp.                           2      1988
                           Consultant

Robert L. Maider, 69       Attorney-at-Law, Maider & Smith                 2      1988

William N. Smith, 60       Chairman of the Board, President                1      1988
                           and Chief Executive Officer
                           of the Company and the Bank

George A. Morgan, 58       Vice President & Secretary                      3      1991
                           of the Company and Executive Vice President,
                           Cashier & Trust Officer of the Bank

Clark Easterly, Sr., 73    Chairman of the Board                           1      1992
                           The Johnstown Knitting Mill Company
                           Manufacturer of Knitwear

Brian K. Hanaburgh, 51     Owner                                           1      1994
                           D/B/A McDonald's Restaurants
                           Fast Food Restaurants

Clark D. Subik, 46         President, Superb Leather, Inc.                 3      1995
                           Leather Merchandiser

Deborah H. Rose, 50        Retired Vice President, Hathaway Agency, Inc.   3      1996
                           General Insurance

Theodore E. Hoye, III, 52  President, First Credit Corporation             3      1998
                           Financing and Insuring of Manufactured Housing

Timothy E. Delaney, 38     President, Delaney Construction Corporation     2      1999
                           Heavy/Highway Construction

Richard D. Ruby, 52        President, Ruby & Quiri, Inc.                   1      1999
                           Home Furnishings Retailer

</TABLE>

                                     -13-

<PAGE>

                  Management is not aware of any family relationships between
                  the above named directors.

                  The Board of Directors of the Company does not have a
                  standing nominating committee. This function is performed
                  by the Company's Executive Executive Committee which met
                  four times during 2000. Its members are Messrs. Smith,
                  Chairman; Hannaburgh, Morgan and Ms. Rose, and in addition,
                  up to two other members of the Board may serve as rotating
                  members on a monthly basis. The Executive Committee reviews
                  and recommends to the full Board of Directors, nominees for
                  election or re-election as directors. The Executive
                  Committee will consider the names of individuals
                  recommended by shareholders for nomination to be directors
                  of the Company. Persons wishing to recommend individuals
                  for consideration should send such recommendations to the
                  Secretary of the Company.

                  The Board of Directors of the Company met eight times
                  during 2000. All members attended at least 75% of the
                  aggregate number of meetings of the Board of Directors and
                  committees of the Board of which they are menbers, except
                  for Mr. Subik.

                  The subsidiary Bank does not have a standing nomininating
                  committee. This function is performed by the Executive and
                  Discount Committee. The Executive and Discount Committee,
                  in addition to matters pertaining to loans and discounts,
                  exercises, when the Board is not in session, all other
                  powers of the Board which may be delegated. The Committee
                  met 44 times during 2000 and these functions were discussed
                  at various times during these meetings. Its permanent
                  members are Messrs. Hannaburgh, Morgan and Smith and Mme.
                  Rose, in addition up to two other members of the subsidiary
                  Bank Board may serve as rotating members on a monthly
                  basis.

                  The Board of Directors of the subsidiary Bank had 14
                  meetings during 2000. All members attended at least 75% of
                  the aggregate number of meetings of the Board of Directors
                  and committees of the Board of which they are members,
                  except for Mr. Subik.

                  The Compensation Committee of the Board of Directors of the
                  subsidiary Bank functions as the Standing compensation
                  committee of the Board of Directors of the Company. The
                  Committee met twice in 2000. Its members are Messrs.
                  Perrella, Chairman; Easterly and Miller. The Committee
                  reviews the salaries and other forms of compensation of the
                  key executive officers of the Company and the subsidiary
                  Bank, reviews salary policies and general salary
                  administration throughout the subsidiary Bank and
                  recommends to the Board of Directors profit sharing
                  contributions to be made to the employee profit sharing
                  plan.

                  The subsidiary Bank has a trust investment committee that
                  met twelve times during 2000. Its members are Messrs.
                  Morgan, Chairman; Smith, Ruby, Miller, Maider and Easterly.
                  The committee reviews the investments made by the trust
                  department and other actions taken on a monthly basis.

                  The Company and the subsidiary Bank have a standing audit
                  committee. Their members are Company and subsidiary Bank
                  directors; Rose, Chairwoman; Hoye, Delaney and Subik. The
                  Committee met six times in 2000. The responsibilities of
                  the Audit Committee include recommending the appointment of
                  and overseeing a firm of independent auditors whose duty it
                  is to audit the books and records of the Company and its
                  subsidiaries for the fiscal year for which they are
                  appointed, monitoring and analyzing the results of internal
                  and regulatory examinations, and monitoring the Company's
                  and its subsidiaries' financial and accounting organization
                  and financial reporting.

                  Principal Officers

                  The following table sets forth, as of December 31, 2000,
                  selected information about the principal officers of the
                  subsidiary Bank, each of whom is elected by the Board of
                  Directors and each of whom holds offices at the discretion
                  of the Board of Directors:

<TABLE>

<CAPTION>

                                                               Bank
                        Office and Position                    Employee  Shares of Hldg. Co.
Name, Age               with the Bank              Held Since  Since     Common Stock Owned<F1>
---------               -------------------        ----------  --------  ----------------------
<S>                     <C>                        <C>         <C>       <C>

Bill Argotsinger, 49    Vice President             1999        1998         915

Robert W. Bisset, 64    Senior Vice President      1999        1968       9,000

Ronald J. Bradt, 57     Senior Vice President      1999        1966       7,386

Deborah A. Brandis, 41  Vice President             1999        1979       2,755

Denise L. Cerasia, 28   Vice President             1999        1996         815

George E. Doherty, 44   Vice President             1988        1983       3,645

Michael J. Frank, 54    Vice President and         1994        1990       8,000
                        Comptroller

Donald R. Houghton, 63  Vice President             1989        1955       2,940

Michael G. Lisky, 53    Vice President             2000        2000           0

David W. McGrattan, 60  Senior Vice President      1993        1988       5,700

George A. Morgan, 58    Executive Vice President,  1988        1967      44,574
                        Cashier and Trust Officer

Lawrence D. Peck, 59    Vice President             1999        1993       7,515

Michael J. Pepe, 42     Vice President             1999        1999           0

William N. Smith, 60    Chairman of the Board,     1984        1974      67,950
                        President and Chief
                        Executive Officer

<FN>

<F1> The number of shares owned includes exercisable stock options held as of
     December 31, 2000.

</FN>

</TABLE>

                                     -14-

<PAGE>

                  With the exceptions of Mr. Argotsinger, Ms. Cerasia, Mr.
                  Pepe and Mr. Lisky, each of the principal officers of the
                  subsidiary Bank, as listed above, have been principally
                  employed as an officer or employee of the subsidiary Bank
                  for more than the past five years. Prior to joining the
                  subsidiary Bank in 1998, Mr. Argotsinger was employed by
                  the State Employee's Federal Credit Union as a mortgage
                  loan officer. Prior to joining the subsidiary Bank in 1996,
                  Ms. Cerasia was employed by the Cohoes Savings Bank as a
                  policy and procedure analyst . Prior to joining the
                  subsidiary Bank in 1999, Mr. Pepe was employed by
                  Gloversville Federal Savings and Loan as Vice President in
                  charge of commercial lending. Prior to joining the
                  subsidiary Bank in 2000, Mr. Lisky was employed by Saratoga
                  Search, Inc. as the operations manager.

    ITEM 11.      Executive Compensation

                  Remuneration of Directors and Officers

                  At present, directors of the Company are not compensated in
                  any way for their services. The Board of Directors of the
                  subsidiary Bank are the same individuals who are directors
                  of the Company. Directors of the subsidiary Bank are
                  compensated for all services as directors as follows:

                     For attending regular and special meetings of the Board;
                  $600 for each meeting. For service as regular members of
                  the Executive and Discount Committee, except salaried
                  officers; $11,700 per annum, payable quarterly. For service
                  as special members of the Executive and Discount Committee;
                  $900 for the month of service. For service as members of
                  the Trust Investment Committee, except salaried officers,
                  $2,700 per annum, payable quarterly. For service as members
                  of the Examining Committee; $225 for each meeting attended.
                  In addition to the foregoing, the Chairman of the Examining
                  Committee received an annual fee of $600, payable
                  quarterly. For service as members of the Compensation
                  Committee, except for salaried officers; $225 for each
                  meeting attended. Total directors' fees during 2000
                  amounted to $215,793. At present, officers of the Company
                  are not compensated in any way for their services. The
                  following summary compensation table shows the annual and
                  long-term compensation for the last three years for the
                  subsidiary Bank's chief executive officer and executive
                  vice president, the only officers whose total salary and
                  bonus exceeded $100,000 in 2000.

<TABLE>

<CAPTION>

                                     Summary Compensation Table
                                                                 Long Term
                                       Annual Compensation       Compensation
                                     -----------------------     ------------  All Other
Name and Principal Position          Year  Salary    Bonus       Options#      Compensation<F1>
---------------------------          ----  --------  -------     -------       ----------------
<S>                                  <C>   <C>       <C>         <C>           <C>
William N. Smith, Chief
  Executive Officer,                 2000  $202,520  $22,765          0        $14,151
  Chairman of the Board              1999   193,350   17,360     39,900         13,121
  and President of both              1998   184,250    7,040     45,000         11,973
  the Company and the
  subsidiary Bank<F2>

George A. Morgan, Vice               2000  $138,165  $16,191          0         $9,738
  President and Secretary            1999   132,350   12,420     26,700          9,206
  of the Company and Executive       1998   125,250    4,680     30,000          8,207
  Vice President, Cashier
  and Trust Officer of the Bank<F2>

<FN>

<F1> The amounts shown in this column are for contributions by the subsidiary
     Bank to its profit sharing plan.

<F2> The aggregate amount of personal benefits, on an individual basis, for
     these officers did not exceed $10,000  in 2000.

</FN>

</TABLE>

                     Aggregated Option Exercises in 2000
                          and Year-end Option Values

                  The following table sets forth the options exercised in
                  2000 and the December 31, 2000 unexercised value of both
                  vested and unvested options for the named executives.

                                                           Value of
                                           Number of       unexercised
                                           unexercised     in-the-money
                                           options         options
                                           at year end(#)  at year end($)
                  Shares                   --------------  ----------------
                  acquired on  Value       Exercisable/    Exercisable/
                  exercise (#) realized($) Unexercisable   Unexercisable(1)
                  -----------  ----------  --------------  ----------------
William N. Smith            0           0   64,950/19,950  $149,850/$29,925
George A. Morgan            0           0   43,350/13,350  $99,900/$20,025

                  None of the named executive officers elected to exercise
                  any options during the fiscal year ended December 31, 2000.

(1)  Value is based on the difference between the fair market value and the
     exercise price of the securities underlying the options at December 31,
     2000. The actual amount, if any, realized upon the exercise of stock
     options will depend upon the market value of the Company's common
     stock relative to the exercise price per share of the optioned stock at
     the time the stock option is exercised.

                                     -15-
<PAGE>

                           Employment Arrangements

                  The Company and the subsidiary Bank have entered into
                  agreements with William N. Smith and George A. Morgan which
                  provide that if a "change of control" of the Company or the
                  subsidiary Bank should occur, Mr. Smith and Mr. Morgan will
                  be entitled to continued employment by the Company and the
                  subsidiary Bank for a minimum of five years following the
                  "change of control" with the same position and duties held
                  at the time of a "change of control" and at salaries which
                  are no less than those in effect at the time the "change of
                  control" occurs. If, within five years of a "change of
                  control", the Company or the subsidiary Bank should
                  terminate Mr. Smith's or Mr. Morgan's employment for
                  reasons other than "cause" or disability or if Mr. Smith or
                  Mr. Morgan should resign for "good reason" he would be
                  entitled to a lump sum termination payment equal to three
                  times his annual compensation plus, if applicable, a
                  grossed up amount so that the after tax amount is equal to
                  any excise tax imposed on such termination payment pursuant
                  to Internal Revenue Code Section 4999.

                  Employee Benefit Plans

                  The subsidiary Bank has a non-contributory defined benefit
                  Retirement Plan by participation in the New York State
                  Bankers Retirement System. This Plan covers all employees
                  of the Bank age 21 years, and less than 65 years, with more
                  than one year of service who complete 1,000 or more hours
                  of service during the year. An employee becomes fully
                  vested in the Plan after five years of service. The amount
                  of contributions, payment, or accrual in respect to a
                  specified person, is not and cannot readily be separately
                  or individually calculated by the actuaries of the Plan.
                  During 2000, the aggregate amount expensed for retirement
                  contributions to the Plan equaled approximately 2.92% of
                  the total covered remuneration paid to participants in the
                  Plan. In addition, the subsidiary Bank has entered into an
                  agreement with William N. Smith whereby the subsidiary Bank
                  has agreed to pay Mr. Smith a supplemental retirement
                  benefit equivalent to the excess of the benefit he would
                  receive under the Plan if the compensation limitations
                  provided by Section 401(a) (17) of the Internal Revenue
                  Code did not exist over his Plan benefit. The agreement
                  also provides that, for purposes of computing the
                  supplemental benefit payable to Mr. Smith, he will receive
                  credit for an additional ten years of service beyond his
                  actual service with the subsidiary Bank and the Company.
                  Mr. Smith's supplemental retirement benefit under this
                  Agreement is only payable on his termination of employment
                  on or after his normal retirement date, his earlier death
                  or disability or if his employment terminates within four
                  years of a change in control of the Company or the
                  subsidiary Bank. The subsidiary Bank has purchased a life
                  insurance policy on Mr. Smith's life so that it will have
                  funds available to satisify its obligations under this
                  Agreement. This life insurance is held in a so-called
                  "Rabbi" trust but is available to the creditors of the
                  subsidiary Bank. Amounts expensed for retirement
                  contributions are not included in the above cash
                  compensation table. Under the Plan, as supplemented by the
                  Agreement, each participant who retires at age 65 is
                  entitled to receive an annual retirement income for life
                  equal to 1.75% of the average of the highest consecutive
                  five years of compensation during his or her career
                  (average compensation) times creditable service up to 35
                  years, plus 1.25% of the average compensation times
                  creditable service in excess of 35 years (up to five such
                  years), less .49% of the final three year average
                  compensation (limited to covered compensation, which is
                  defined as the average of the individual's last 35 years of
                  taxable social security wage base) times creditable service
                  up to 35 years. The following are examples of estimated
                  annual benefits to individual employees for the years of
                  service indicated, exclusive of social security benefits.
                  (The Plan and the Agreement contain provisions for optional
                  benefits of equivalent actuarial value which may be elected
                  by the employee). As of December 31, 2000, William N. Smith
                  had 25 years of credited service with the subsidiary Bank
                  and George A. Morgan had 33 years.

           ESTIMATED ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED

                              Years of Service
                              ----------------
Highest 5-Year Average
Base Compensation         20      30       40
----------------------    ------  -------  -------
$ 25,000                  $6,300   $9,450  $12,588
  50,000                  14,060   21,090   27,730
  75,000                  22,810   34,215   44,605
 100,000                  31,560   47,340   61,480
 125,000                  40,310   60,465   78,355
 150,000                  49,060   73,590   95,230
 175,000                  57,810   86,715  112,105
 200,000                  66,560   99,840  128,980
 250,000                  84,060  126,090  162,730

                  The subsidiary Bank has a non-contributory deferred profit
                  sharing plan. At present, the profit sharing plan provides
                  for annual contributions, if any, by the subsidiary Bank at
                  the discretion of the Board of Directors. Employees are
                  eligible to participate in the profit sharing plan after
                  completing one year of service with the subsidiary Bank and
                  having reached age 21 years. Contributions on behalf of
                  participating employees are allocated to participants'
                  shares in proportion to their annual compensation. Amounts
                  expensed for deferred profit sharing plan contributions are
                  included in the above summary compensation table.
                  Participants are fully vested over a six year period.
                  Contributions are invested and administered by the
                  subsidiary Bank as sole trustee and administrator. In
                  addition, the Agreement between William N. Smith and the
                  subsidiary Bank provides that Mr. Smith will receive credit
                  in an account maintained on the books of the subsidiary
                  Bank for an amount equal to the difference between the
                  amount actually credited to Mr. Smith's account under the
                  profit sharing plan and the contribution he would have
                  received without regard to the compensation limitations of
                  Section 401 (a)(17) of the Internal Revenue Code. The
                  balance in Mr. Smith's supplemental profit sharing account
                  is payable on his termination of employment on or after his
                  normal retirement date, his earlier death or disability or
                  if his employment terminates within four years of a change
                  in control of the Company or the subsidiary Bank. The
                  subsidiary Bank is contributing money to the "Rabbi" trust
                  previously referred to so that it will have funds available
                  to satisfy its obligation under the Agreement to pay Mr.
                  Smith supplemental profit sharing benefits.

    ITEM 12.      Security Ownership of Certain Beneficial Owners and
                  Management

                  Principal Beneficial Owners Common Stock

                  As of December 31, 2000, the Trust Department of the Bank
                  held, in various fiduciary capacities, 13,920 shares of the
                  Company's common stock as co-trustee and 20,550 shares of
                  the Company's common stock as sole trustee. Management does
                  not exercise voting power over these shares. These holdings
                  represent 1.47% of the total shares outstanding as of
                  December 31, 2000.

                  The following table sets forth, as of December 31, 2000,
                  the amount and percentage of the common stock of the
                  Company beneficially owned by each director and by all
                  directors and principal officers as a group.

                                     -16-

<PAGE>

Name of Individual or                  Shares of Company Common  Percent of
  Identity of Group                    Stock Owned(1)            Class
---------------------                  ------------------------  ----------
Robert L. Maider                        20,268(2)                 0.84

John C. Miller                          75,000                    3.12

George A. Morgan                        44,574(3)                 1.82

Frank E. Perrella                       52,076(4)                 2.17

William N. Smith                        67,950(5)                 2.75

Clark Easterly, Sr.                      5,448(6)                 0.23

Brian K. Hanaburgh                       2,100(7)                 0.09

Clark D. Subik                           7,100(8)                 0.30

Deborah H. Rose                          7,025(9)                 0.29

Theodore E. Hoye, III                   11,415(10)                0.48

Timothy E. Delaney                       7,688(11)                0.32

Richard D. Ruby                          4,252(12)                0.18

All Directors and Principal Officers
of the Company as a Group (13 persons) 312,896(13)               12.43

(1)   The securities "benefically owned" by an individual are determined
      in accordance with the definition of "beneficial ownership" as set forth
      in the regulations of the Securities and Exchange Commission. Accordingly,
      they may include securities owned by or for the individual's spouse and
      minor children and any other relative who has the same home, as well as
      other securities as to which the individual has or shares voting or
      investment power. Beneficial ownership may be disclaimed as to certain of
      the securities.

(2)   Includes 1,077 shares owned individually by his spouse.

(3)   Includes 43,350 shares issuable upon the exercise of exercisable stock
      options.

(4)   Includes 51,000 shares owned individually by his spouse.

(5)   Includes 64,950 shares issuable upon the exercise of exercisable stock
      options.

(6)   Includes 2,100 shares owned individually by his spouse.

(7)   Includes 600 shares owned individually by his spouse.

(8)   Includes 500 shares owned jointly with his spouse.

(9)   Includes 500 shares owned jointly with his spouse.

(10)  Includes 6,600 shares in the name of First Credit Corporation and 4,140
      shares in a Money Purchase and Profit Sharing Plan.

(11)  Includes 1,140 shares issuable upon the exercise of exercisable stock
      options.

(12)  Includes 1,140 shares issuable upon the exercise of exercisable stock
      options.

(13)  Includes 4,500 shares issuable upon the exercise of exercisable stock
      options.

    ITEM 13.      Certain Relationships and Related Transactions

                  The subsidiary Bank has had, and expects to have in the
                  future, banking transactions in the ordinary course of
                  business with many of its directors, executive officers and
                  the businesses in which they are associated. During the
                  calendar year 2000, loans to directors and executive
                  officers, together with their business interests, reached
                  maximum aggregate totals of $6,944,000, or 20.43% of the
                  December 31, 2000 equity capital accounts. At year-end,
                  2000, loans to directors and executive officers, together
                  with their business interests, were $4,809,000, or 14.15%
                  of the December 31, 2000 equity capital accounts. All
                  extensions of credit to such persons have been made in the
                  ordinary course of business on substantially the same
                  terms, including interest rates and collateral, as those
                  prevailing at the time for comparable transactions with
                  other persons, and in the opinion of the management of the
                  subsidiary Bank, do not involve more than a normal risk of
                  collectibility or present other unfavorable features.

                                     -17-

<PAGE>

    PART IV.

    ITEM 14.      Exhibits, Financial Statement Schedules, and Reports on
                  Form 8-K

                  The following consolidated financial statements of the
                  registrant and its subsidiary and the independent auditors'
                  report thereon included in the registrant's Annual Report
                  to Shareholders for the fiscal year ended December 31,
                  2000, are incorporated herein by reference:

                  Independent Auditors' Report
                  Financial Statements (Consolidated)

                  Statements of Condition - Decmeber 31, 2000 and 1999
                  Statements of Income - Years ended December 31, 2000, 1999
                  and 1998

                  Statements of Changes in Stockholders' Equity - Years ended
                  December 31, 2000, 1999, and 1998 Statements of Cash Flows
                  - Years ended December 31, 2000, 1999, and 1998 Notes to
                  Consolidated Financial Statements

                  (All financial statement schedules for the registrant and
                  its subsidiaries have been omitted as the required
                  information is included in the consolidated financial
                  statements or the related notes thereto.)

The following are the exhibits:

Exhibit No.       Exhibit

     3.           Articles of Incorporation and Bylaws (incorporated by
                    reference)

    10.           Material contracts:
                    Contract with data processing servicer (incorporated by
                    reference)
                    Supplemental Executive Retirement Plan (incorporated by
                    reference)

    13.           Annual Report to Security Holders (included herewith)

    21.           Subsidiaries of the Registrant (incorporated by reference)

    22.           Published report regarding matters submitted to a vote of
                    security holders
                    April 18, 2000 proxy materials (incorporated by
                    reference)

    23.           Consent of Independent Certified Public Accountants

EXHIBIT INDEX

Reg. S - K
Exhibit Number    Description

     3.           Articles of Incorporation and Bylaws

    10.           Material contracts:
                    Contract with data processing servicer
                    Supplemental Executive Retirement Plan

    13.           Annual Report to Security Holders

    21.           Subsidiaries of the Registrant

    22.           Published report regarding matters submitted
                    to vote of security holders April 18, 2000 proxy
                    materials

    23.           Consent of Independent Certified Public Accountants

                                     -18-

<PAGE>

Pursuant to the requirements of Section 13 or 15(d) 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 Bancorp, Inc.

                       By: /s/ William N. Smith
                       ------------------------------------------------------
                       William N. Smith, Chairman of the Board, President and
                         Chief Executive Officer

                       By: /s/ George A. Morgan
                       ------------------------------------------------------
                       George A. Morgan, Vice President and Secretary
                         (principal financial officer)

Dated: March 16, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

                              CNB Bancorp, Inc.

         By /s/ John C. Miller            By /s/ Brian K. Hanaburgh
         --------------------------       ---------------------------

         By /s/ Frank E. Perrella         By /s/ Clark D. Subik
         --------------------------       ---------------------------

         By /s/ Robert L. Maider          By /s/ Deborah H. Rose
         --------------------------       ---------------------------

         By /s/ William N. Smith          By /s/ Theodore E. Hoye III
         --------------------------       ---------------------------

         By /s/ George A. Morgan          By /s/ Timothy E. Delaney
         --------------------------       ---------------------------

         By /s/ Clark Easterly, Sr.       By /s/ Richard D. Ruby
         --------------------------       ---------------------------