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,     1997 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 1, 1998
$2.50 Par Value              1,600,000

The aggregate market value of the Registrant's common stock (based upon the
average bid and asked prices on March 1, 1998) held by non-affiliates was
approximately $55,600,000.

DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of the Registrant's Annual Report to stockholders for the fiscal
    year ended December 31, 1997.

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

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 four branches located in the
                county of Fulton.

                The Bank is engaged in a general banking business with a range
                of banking and fiduciary services including checking,
                negotiable orders of withdrawal, savings, certificates of
                deposit and club deposit accounts; 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.

                There have been no significant developments or trends that have
                occurred during the last fiscal year.

                Competition
                Competition for banking business is experienced from regional
                based commercial bank holding companies, as well as from
                savings banks, savings and loan associations, 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.

                Employees
                The Bank employs approximately 65 persons on a full time basis.
                There are also 11 part time employees. The Bank provides a
                variety of employment benefits and considers its relationship
                with its 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 Comptroller of the Currency, the
                Federal Reserve Board, the FDIC, and the New York State Banking
                Department.

                The primary supervisory authority of the Bank is the
                Comptroller of the Currency, who regularly examines the Bank.
                The Comptroller of the Currency has the authority under the
                Financial Institutions Supervisory Act to prevent a national
                bank from engaging in unsafe or unsound practice in conducting
                its business.

                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 within the permitted area only after approval by
                the Comptroller of the Currency. The Comptroller of the
                Currency 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 Comptroller of the Currency, 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 Comptroller of the Currency 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 bank holding company
                is subject to certain restrictions imposed by the Federal
                Reserve Act on any extentions of credit to the bank holding
                company or its subsidiaries, on investments in the stock or
                other securities of the bank 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 bank holding company or to vote 25% or more of any
                class of voting securities of the bank 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.

                The Depository Institutions Deregulation and Monetary Control
                Act of 1980 became effective in March, 1980. The principal
                effects of this law are to: phase in the deregulation of the
                interest rates paid on personal deposits by gradually
                eliminating regulatory ceilings on interest rates and dividends
                paid on deposit accounts, as well as eliminating the interest
                rate differential allowed thrifts and savings institutions;
                enable all banks to offer personal interest bearing checking
                type accounts; phase in mandatory and uniform reserve
                requirements; and override certain usury limits on loan
                interest rates established by state laws. On October 1, 1983,
                the Depository Institutions' Deregulation Committee, acting
                under the provisions of the Act, removed all remaining interest
                rate ceilings and other regulations on time deposits, except
                for early withdrawal penalties.

                Under the Federal Deposit Insurance Act, the Comptroller of the
                Currency 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 Comptroller
                of the Currency 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.

                The Garn-St. Germain Depository Institutions Act of 1982 (the
                "1982 Act") removes certain restrictions on a bank's lending
                powers and liberalizes the depository capabilities. The 1982
                Act also amends FIRA (see above) by eliminating the statutory
                limits on lending by a bank to its executive officers,
                directors, principal shareholders, or related interest thereof
                and by relaxing certain reporting requirements. However, the
                1982 Act strengthened FIRA provisions with regard to managment
                interlocks and correspondent bank relationships involving
                management personnel.

                On December 19, 1991, President Bush signed the Federal Deposit
                Insurance Corporation Improvement Act ('FDIC Act") into law.
                The FDIC Act makes a number of far-reaching changes in the
                legal 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
                will require 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, extends the date for the
                required use of licensed or certified appraisers to December
                31, 1992 and sets limits on state bank powers.

                Deposit Insurance Premiums
                The FDIC's deposit insurance premiums are assessed through a
                risk-based system under which all insured depository
                institutions are placed into one of nine categories and
                assessed insurance premiums based upon their level of capital
                and supervisory evaluation. Under the system, institutions
                classified as well capitalized and considered healthy pay the
                lowest premium. The subsidiary Bank is in this category and
                currently pays negligible deposit insurance premiums. If the
                subsidiary Bank's capital ratios substantially deteriorate or
                if the subsidiary Bank is found to be otherwise unhealthy, the
                deposit insurance premiums payable by the subsidiary Bank could
                increase.

                In September 1996, The Economic Growth and Regulatory Paperwork
                Reduction Act of 1996 (the "1996 Act") became law. The 1996 Act
                imposed a one time assessment on all SAIF institutions and then
                equalized the insurance premiums for BIF and SAIF institutions.
                At the same time, the 1996 Act required BIF institutions to
                contribute to the costs of the "FICO" bonds sold in the late
                1980s to finance the savings and loan bailout. BIF institutions
                will pay 20% of the FICO bond assessment paid by SAIF
                institutions. It has been estimated that SAIF institutions will
                pay a FICO bond assessment of .065% of insured deposits, while
                BIF institutions, such as the subsidiary Bank, will pay
                approximately .013% of insured deposits. The FICO bond
                assessment will equalize no later than January 1, 2000. As a
                result of the 1996 Act, the competitive advantage which the
                subsidiary Bank may have enjoyed against SAIF institutions has
                been reduced, but not yet eliminated. This assessment is not
                expected to have a material effect on the consolidated
                financial statements of the Company.

                The 1996 Act contemplates a merger of the SAIF and BIF funds,
                with the elimination of the federal savings bank charter by
                January 1, 1999. The exact manner in which the elimination will
                be accomplished has not been established, but commentators have
                suggested that all federal thrift institutions will be required
                to convert either to a national bank, which the subsidiary Bank
                is, state commercial bank or state savings bank charter.

                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.

                On August 9, 1989, the Financial Institutions Reform, Recovery
                & Enforcement Act of 1989 (FIRREA) was signed into law. FIRREA
                was enacted to deal with the problems involving the savings and
                loan industry. The basic provision of FIRREA established a new
                regulatory structure for all financial institutions. However,
                the principal changes were with respect to the savings
                associations previously insured by the Federal Savings and Loan
                Insurance Corporation. FIRREA created a new deposit insurance
                system which consists of two funds; the Bank Insurance Fund
                (BIF) and the Savings Associations Insurance Fund (SAIF). The
                Company's subsidiary bank is insured under BIF. FIRREA also
                increased the insurance premiums and limited certain activities
                of savings associations. The majority of the provisions of
                FIRREA have little effect on the Company or its subsidiary.

STATISTICAL DISCLOSURE REQUIRED BY BANK HOLDING COMPANIES

The following are exhibits included herewith:

<TABLE>

<CAPTION>

Exhibit No.                  Exhibit
<S>                          <C>

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.                          Securities Portfolio

III.                         Loan Portfolio

IV.                          Summary of Loan Loss Experience

V.                           Deposits

VI.                          Return on Equity and Assets

</TABLE>


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

<CAPTION>
                                              1997                                1996                            1995
                                              Interest                            Interest                        Interest
                                 Average      Earned/                Average      Earned/              Average    Earned/
(thousands)                      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                     $ 63,741     $ 4,094      6.42%     $ 63,217     $ 3,992      6.31%   $ 54,787   $ 3,379    6.17%
  State & Political
    Subdivisions                   21,555       2,013      9.34        22,374       2,102      9.39      21,547     2,074    9.63
  Other                               877          55      6.27           755          47      6.23         448        31    6.92
    Total Securities               86,173       6,162      7.15        86,346       6,141      7.11      76,782     5,484    7.14

Interest Bearing Balances With
  Other Financial Institutions         59           3      5.08            60           3      5.19           0         0    0.00

Federal Funds Sold                  6,170         343      5.56         7,453         391      5.25       5,537       320    5.78

Loans:
  Loans,Less
    Unearned Incom <F3>           112,785       9,990      8.86       105,814       9,541      9.02     102,749     9,504    9.25
    Total Interest-
      Earning Assets              205,187     $16,498      8.04%      199,673     $16,076      8.05%    185,068   $15,308    8.27%


Cash and Due From Banks             6,175                               6,184                             5,846
Reserve for Loan Losses            (1,558)                             (1,545)                           (1,447)
Other Assets <F4>                   5,757                               5,478                             4,578
    Total Assets                 $215,561                            $209,790                          $194,045

LIABILITIES AND
  STOCKHOLDERS' EQUITY
Interest bearing Liabilities:
Deposits:
  Savings:
    Regular Savings              $ 40,834     $ 1,136      2.78%     $ 39,739     $ 1,189      2.99%   $ 40,220   $ 1,209    3.01%
    NOW                            21,457         322      1.50        19,504         336      1.72      19,194       336    1.75
    Money Market Accounts          14,630         469      3.21        15,873         547      3.45      13,749       511    3.72
  Certificates of Deposit
    $100,000 or More               33,311       1,887      5.66        35,530       1,961      5.52      26,543     1,610    6.07
  Other Time Interest-Bearing      57,324       3,096      5.40        53,743       2,881      5.36      52,486     2,786    5.31
    Total Int.-Bearing Deposits   167,556       6,910      4.12       164,389       6,914      4.21     152,192     6,452    4.24

  Other Short-Term Borrowings
    & Repurchase Agreements           592          32      5.41           278          10      3.77         527        22    4.17
    Total Interest-Bearing
      Liabilities                 168,148     $ 6,942      4.13%      164,667     $ 6,924      4.21%    152,719     6,474    4.24%

Demand Deposits                    17,900                              17,539                            16,040

Other Liabilities                     808                                 704                               678
    Total Liabilities             186,856                             182,910                           169,437

Stockholders' Equity               28,705                              26,880                            24,608
    Total Liabilities and
      Stockholders' Equity       $215,561                            $209,790                          $194,045

<FN>

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

<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% for 1997, 9.225%
     for 1996 and 9.675% for 1995.

<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>


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)

<TABLE>

<CAPTION>

                                                1997                               1996                               1995
<S>                                             <C>                                <C>                                <C>

Average yield on interest-
  earning assets <F1>                            8.04%                              8.05%                              8.27%

Average effective rate paid
  on interest-bearing liabilities                4.13%                              4.21%                              4.24%

Spread between interest-earning
  assets and interest-bearing
  liabilities <F1>                               3.91%                              3.84%                              4.03%

Net interest income <F1>  (thousands)           $   0                              $   0                              $   0

Net interest margin <F1>                         4.66%                              4.58%                              4.77%

<FN>

<F1> On a fully taxable equivalent basis.

</FN>
</TABLE>


<TABLE>

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 (thousands)

<CAPTION>
                                            1997 Compared to 1996                            1996 Compared to 1995
                                      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: <F2>
  Loans                             $614           ($165)         $449               $219           ($182)        $ 37
  Taxable Securities <F3>             36              74           110                554              75          629
  Non-Taxable Securities <F3>        (78)            (11)          (89)                80             (52)          28
  Federal Funds Sold                 (73)             25           (48)                96             (25)          71
  Interest-Bearing Balances
    with Banks                         0               0             0                  3               0            3
    Total                            499             (77)          422                952            (184)         768

Interest Paid on:
  Deposits                           266            (270)           (4)               513             (51)         462
  Short-Term Borrowings & Repos       16               6            22                (10)             (2)         (12)
    Total                            282            (264)           18                503             (53)         450

Net Interest Differential <F2>      $217            $187          $404               $449           ($131)        $318

Notes to Rate Volume Analysis

<FN>

<F1> The change 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 income tax rates.

<F3> Includes securities available for sale, investment securities, FHLB and FRB
     stock.

</FN>
</TABLE>


<TABLE>

1. C. Interest Rate Sensitivity Analysis

<CAPTION>

                                                        Maturity/Repricing Period at December 31, 1996
                                                             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:
     Securities <F1>                        $18,999          $23,854         $29,801           $14,983           $ 87,637
     Loans, net of unearned discount         40,483           18,260          36,673            23,722            119,138
     Cash & Cash Equivalents                  2,822                0               0                 0              2,822

  Total rate sensitive assets               $62,304          $42,114         $66,474           $38,705           $209,597


  Rate sensitive liabilities:
    Savings, NOW & MMDA accounts            $23,305           $5,948          $5,665           $47,062            $81,980
    Time deposits                            21,813           43,710          18,760                 0             84,283
    All other rate sensitive liabilities      2,142                0               0             2,200              4,342
  Total rate sensitive liabilities          $47,260          $49,658         $24,425           $49,262           $170,605

<FN>

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

</FN>

  GAP (RSA - RSL)                           $15,044         ($ 7,544)        $42,049          ($10,557)
  CUMULATIVE GAP (RSA - RSL)                 15,044            7,500          49,549            38,992

  RSA divided by RSL                          131.8%            84.8%          272.2%             78.6%
  RSA divided by RSL - Cumulative             131.8            107.7           140.8             122.9

  GAP divided by equity                        50.7            (25.4)          141.7             (35.6)
  GAP divided by equity - Cumulative           50.7             25.3           166.9             131.4

  RSA divided by total assets                  28.0             18.9             29.9             17.4
  RSA divided by total assets - Cumulative     28.0             47.0             76.9             94.3

  RSL divided by total assets                  21.3             22.3             11.0             22.2
  RSL divided by total assets - Cumulative     21.3             43.6             54.6             76.7

  GAP divided by total assets                   6.8             (3.4)            18.9             (4.7)
  GAP divided by total assets - Cumulative      6.8              3.4             22.3             17.5

</TABLE>


  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 3.4% of assets at December 31,
  1997. 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 asset sales.

  The Company has identified a portion of it's 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 margin based on a shift of +/- 200 bp change in
  interest rates. At December 31, 1997 the net interest margin exposure,
  expressed in dollars, for the one year cumulative gap based on a +200bp
  change was an increase of approximately $168,000.

  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 investments
  available for sale portfolio in unpledged assets 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.

II. Securities Portfolio

<TABLE>

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

<CAPTION>

Securities Available for Sale:                             1997                     1996                1995
<S>                                                        <C>                      <C>                 <C>

  U.S. Treasury and other U.S. Government Agencies         $44,548                  $45,641             $40,296
  State and Political Subdivisions                           9,810                   10,479              10,168
  Privately-issued collateralized mortgage obligations           0                        0                 286
    Total                                                  $54,358                  $56,120             $50,750

Investment Securities:                                     1997                     1996                1995
  Obligations of U.S. Government Agencies                  $20,732                  $18,811             $15,198
  State and Political Subdivisions                          12,315                   12,120              11,565
    Total                                                  $33,047                  $30,931             $26,763

Investments Required By Law:                               1997                     1996                1995
  Federal Reserve Bank stock                               $   240                  $   240             $   150
  Federal Home Loan Bank stock                                 644                      595                   0
    Total                                                  $   884                  $   835             $   150

</TABLE>

B.   Maturity Distribution of the Company's securities as of December 31, 1997:
     (in thousands)


<TABLE>

<CAPTION>
                                                                               Maturing
                                            Within               After One But          After Five But              After
                                            One Year           Within Five Years       Within Ten Years            Ten Years
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>

US Treasury and other
U.S. Gov't Agencies                    $15,423   6.09%         $15,365   6.44%         $7,653   7.09%          $ 6,107  5.93%

State and Political Subdivisions         1,877  10.08            5,039  10.07           2,672   8.67               222  7.86

    Total <F3>                         $17,300   6.52%         $20,404   7.30%        $10,325   7.48%          $ 6,329  6.10%

                                                                               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               $14,200  6.59%          $ 6,085  6.78%          $  447   6.42%          $  0     0.00%

State and Political Subdivisions         1,998  7.91             6,396  9.62            3,517   8.77            404     7.92
  Total <F3>                           $16,198  6.75%          $12,481  8.24%          $3,964   8.51%          $404     7.92%

<FN>

<F1> Maturities are based on the earlier of the 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 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, 1997.

</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 fully tax
effected yield on these stocks as of December 31, 1997 was 6.53%.

III. Loan Portfolio

<TABLE>

<CAPTION>

A. Types of Loans                              1997                           1996                           1995
December 31 (thousands)                Balance       % <F1>          Balance        % <F1>          Balance        % <F1>
<S>                                    <C>           <C>             <C>            <C>             <C>            <C>

Real Estate Loans <F2>                 $ 46,750       36.4%          $ 44,583        38.8%          $ 43,010        38.6%
Commercial and Commercial
  Real Estate                            37,265       29.0             32,685        28.4             34,815        31.2
Consumer Loans                           44,537       34.6             37,780        32.8             33,632        30.2
    Total                               128,552      100.0%           115,048       100.0%           111,457       100.0%

Less: Reserve for loan losses             1,492                         1,620                          1,505
      Unearned Income                     9,414                         8,063                          6,983
    Total                              $117,646                      $105,365                       $102,969

<FN>

<F1> % represents the percentage of loans in the category to total loans (gross of reserves and unearned).
<F2> Real Estate Loans consists of only regular residential mortgage loans.  At December 31, 1997, 1996 and
     1995 the subsidiary Bank did not have any construction loans in the loan portfolio.

</FN>

</TABLE>


B. Maturities and Sensitivity to changes in Interest Rates

Shown below are the amounts of loans outstanding (excluding certain mortgages
and consumer loans) as of December 31, 1997, which, based on remaining scheduled
repayments of principal, are due in the periods indicated and the relative
sensitivity of such loans to changes in interest rates:

<TABLE>

<CAPTION>
                                                       After One
                                    One Year           But Within            After
(thousands)                         or Less <F1>       Five Years            Five Years           Total
<S>                                 <C>                <C>                   <C>                  <C>
Commercial and Commercial
  Real Estate                       $25,009            $10,918               $1,338               $37,265

<FN>

<F1> Includes demand loans having no stated schedule of repayments and no
     stated maturity and overdrafts.

</FN>
</TABLE>


The following table reflects the total of commercial, financial, and
agricultural loans at December 31, 1997 that will be maturing after one year
which have predetermined fixed interest rates or floating interest rates.

<TABLE>

<CAPTION>

(thousands)
<S>                                                                     <C>

Predetermined interest rates                                            $5,611
Floating interest rates                                                  6,645

</TABLE>


C. Risk Elements
   1. Nonaccrual, Past Due, and Restructured Loans
      Risk elements consist of nonaccrual, past due, and restructured loans.

<TABLE>

<CAPTION>

(thousands)                                          1997                1996                1995
<S>                                                  <C>                 <C>                 <C>

Loans on a non-accrual basis                         $283                $  680              $  681

Loans past due 90 days or more                         88                   557                 353

Restructured loans                                      0                     0                   0
  Total non-performing loans                         $371                $1,237              $1,034
Total non-performing loans as a percent
    of total loans - net of unearned income          0.3%                  1.2%                1.0%

</TABLE>

   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 is not
   significant.

   Non-Performing 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.

   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. 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.

C. Risk Elements

   2. Potential Problem Loans

   In addition to the total non-performing loans set forth above, loans in the
   amount of $3.6 million at December 31, 1997 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 1998.

   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 County of Fulton and, therefore, there are
   certain concentrations of loans within this geographic area. The subsidiary
   Bank strives to maintain a diverse loan portfolio and accomplishes this
   through rigid underwriting standards and by offering a wide variety of
   business and consumer loans. At December 31, 1997, the only concentration of
   loans that existed within the Bank's portfolio were loans to the leather and
   leather related industries. Loans to this segment were $5.5 million, which
   represented 4.3% of the gross loans outstanding at December 31, 1997.


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,                                   1997                          1996                          1995
(in thousands)
<S>                                                        <C>                           <C>                           <C>

Amount of loans outstanding at end
  of year (less unearned income)                           $119,138                      $106,985                      $104,474

Average loans outstanding during the year
  (less average unearned income)                           $112,785                      $105,814                      $102,749

Balance of allowance at beginning of year                  $  1,620                      $  1,505                      $  1,339

Loans charged off:
  Commercial and Commercial Real Estate                        (230)                            0                            (5)
  Real Estate                                                   (41)                          (24)                           (7)
  Consumer                                                     (133)                         (103)                          (87)
    Total loans charged off                                    (404)                         (127)                          (99)

Recoveries of loans previously charged off:
  Commercial and Commercial Real Estate                           1                             0                             0
  Real Estate                                                     0                             0                             0
  Consumer                                                       20                            22                            35
    Total Recoveries                                             21                            22                            35

Net loans charged off                                          (383)                         (105)                          (64)

Additions to allowance charged to operating expense             255                           220                           230

    Balance of allowance at end of year                    $  1,492                      $  1,620                      $  1,505

Net charge-offs as percent of average
  loans outstanding during year
  (less average unearned income)                               0.34%                         0.10%                         0.06%

Net charge-offs as percent of allowance
  beginning of year.                                          23.64%                         6.98%                         4.78%

Allowance as percent of loans outstanding
  at end of year
  (less unearned income)                                       1.25%                         1.51%                         1.44%

</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 1997, the subsidiary Bank made a provision to its reserve for loan
losses in the amount of $255,000. The subsidiary Bank's allowance for loan
losses at December 31, 1997 totaled $1,491,736 or 1.25% of total loans, net
of unearned income. Net charge offs for 1997 totaled $383,342 of which $189,941
was due to one commercial relationship. Certain other commercial, financial,
and agricultural loans known to have problems are not expected to increase the
subsidiary Bank's losses during 1998. At year-end 1997, there were $282,605 of
loans in a non-accrual status. At December 31, 1997, $56,000 of the allowance
for loan losses was allocated to the nonaccrual loans outstanding. Losses
during 1998 in the real estate and consumer categories are expected to
approximate the average of the past three years. Although management of the
Company believes that the allowance is adequate to absorb anticipated losses,
there can be no assurance that the Company will not sustain losses in any given
period which could be substantial to the size of the allowance.

V. Deposits

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

<TABLE>

<CAPTION>

                                                1997                              1996                                1995
                                       Average                            Average                            Average
(thousands)                            Balance        Rate                Balance        Rate                Balance         Rate
<S>                                    <C>            <C>                 <C>            <C>                 <C>             <C>

Demand Deposits                        $ 17,900                           $ 17,539                           $ 16,040

Regular Savings, NOW, and
  Money Market                           76,921       2.51%                 75,116       2.76%                 73,163        2.81%

Certificates of Deposit and
  Other Time Deposits                    90,635       5.50%                 89,273       5.42%                 79,029        5.56%
    Total                              $185,456                           $181,928                           $168,232

</TABLE>

B. There were no foreign deposits in domestic offices at the end of any year in
   the three year period ended December 31, 1997.

C. The following table indicates the maturities of time certificates of
   deposit in amounts of $100,000 or more at December 31, 1997. (thousands)
   Maturing in:
       Three months or less                                            $11,520
       Over three months through six months                             5,990
       Over six months through twelve months                            4,037
       Over twelve months                                               3,955

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:

<TABLE>

<CAPTION>
                                                           1997                          1996                          1995
<S>                                                        <C>                           <C>                           <C>

Percentage of net income to:
  Average total assets                                      1.44%                         1.45%                         1.55%
  Average total stockholders' equity                       10.81                         11.34                         12.21

Percentage of cash dividends paid
  to net income                                            41.28                         38.88                         36.23

Percentage of average stockholders' equity
  to average total assets                                  13.32                         12.81                         12.68

</TABLE>


ITEM 2.      Properties
             The Bank's main office building is owned by the Company. In
             addition, the Company owns property located at 185 Fifth
             Avenue, Gloversville, New York, 231 Bridge Street, Northville,
             New York, 142 North Comrie Avenue, Johnstown, New York and
             4178 State Highway 30, Amsterdam, 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 net worth or 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 Matter 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 28 of the registrant's 1997
             Annual Report is incorporated herein by reference.

ITEM 6.      Selected Financial Data
             The information set forth under the heading "Five Year Summary
             of Operations" on page 9 of the registrant's 1997 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 page 5 of the registrant's 1997 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 abilitiy 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.

             The Company, on average, during 1997 sold $6.2 million of
             federal funds.

             Capital
             At December 31, 1997, stockholders' equity was $29.7 million,
             which represents an increase of $2.0 million, or 7.2% over
             1996. This follows an increase of $1.8 million, or 6.8% over
             1995. The increases from 1996 to 1997 and 1995 to 1996 were due
             to the retention of 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, 1997.
             The Company's risk- based capital ratio was 25.3% and 26.2% at
             December 31, 1997 and 1996 respectively. Dividends per share
             declared in 1997 were $.80 as compared to $.74 in 1996 and $.68
             in 1995 after adjusting for the 2 for 1 stock dividend declared
             in January 1997.

             Recently Issued Accounting Standards
             In June 1997, the Financial Accounting Standards Board ("FASB")
             issued SFAS No. 130, "Reporting Comprehensive Income." SFAS No.
             130 is effective for years beginning after December 15, 1997
             and requires reclassification of consolidated financial
             statements for earlier periods provided for comparative
             purposes. SFAS No. 130 establishes standards for reporting and
             display of comprehensive income and its components.
             Comprehensive income is defined as all changes in equity during
             a period except those resulting from investments by owners and
             distributions to owners. The Company will provide the
             disclosures required by SFAS No. 130.

             In June 1997, the FASB issued SFAS No. 131, "Disclosures about
             Segments of an Enterprise and Related Information." SFAS No.
             131 is effective for consolidated financial statements for
             fiscal periods beginning after December 15, 1997. In the
             initial year of application, comparative information for
             earlier years is to be restated. SFAS No. 131 requires that a
             public business enterprise report financial and descriptive
             information about its reportable operating segments. The
             Company does not believe the adoption will have a significant
             effect on its financial reporting.

ITEM 7a.     Quantitative and Qualitative Disclosures About Market Risk
             The information set forth under the heading "Financial Review -
             Market Risk" pages 6 and 7 of the registrant's 1997 Annual
             Report is incorporated herein by reference.

ITEM 8.      Financial Statements and Supplementary Data
             The information set forth on pages 10 through 27 of the
             registrant's 1997 Annual Report is incorporated by references.

             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 1997 and 1996.

<TABLE>

<CAPTION>

                                           1997 Quarters ended                               1996 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 Income                 $3,874      $3,967      $3,931      $3,991          $3,749      $3,818      $3,868      $3,870
Net Interest Income              2,221       2,197       2,198       2,206           2,065       2,091       2,090       2,135
Provision for Loan Losses           60          45          45         105              30          30          80          80
Income Before Income Taxes       1,107       1,089       1,158       1,098           1,098       1,177       1,151         890
Net Income                         775         763         803         760             771         823         810         641
Per Share: Net Income,<F1>        0.48        0.48        0.50        0.48            0.48        0.51        0.51        0.40

<FN>

<F1> Per share figures have been adjusted to reflect the 2 for 1 stock split effected through the 100% stock dividend
     declared in January 1997.

</FN>
</TABLE>

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


<TABLE>

<CAPTION>

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

Theodore E. Hoye, Jr., 72              Attorney-at-Law, Hoye & Hoye                     3          1988

John C. Miller, 67                     President, John C. Miller, Inc.
                                       Automobile Dealer                                2          1988

Frank E. Perrella, 70                  President, Sira Corp.
                                       Consultant                                       2          1988

Robert L. Maider, 66                   Attorney-at-Law, Maider & Smith                  2          1988

William N. Smith, 57                   Chairman of the Board, President
                                       and Chief Executive Officer                      1          1988
                                       of the Company and the Bank

Leon Finkle, 73                        Chairman of the Board,
                                       Finkle Distributors, Inc.
                                       Candy and Tobacco Distribution                   1          1988

George A. Morgan, 55                   Vice President & Secretary
                                       of the Company and Executive Vice President,
                                       Cashier & Trust Officer of the Bank              3          1991

Clark Easterly, Sr., 71                Chairman of the Board
                                       The Johnstown Knitting Mill Company
                                       Manufacturer of Knitwear                         1          1992

Brian K. Hanaburgh, 48                 Owner
                                       D/B/A McDonald's Restaurants
                                       Fast Food Restaurants                            1          1994

Clark D. Subik, 43                     President, Superb Leather, Inc.
                                       Leather Merchandiser                             3          1995

Deborah H. Rose, 47                    Vice President, Hathaway Agency, Inc.
                                       General Insurance                                3          1996

</TABLE>

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

             The Board of Directors of the Company does not have a standing
             nominating committee or compensation committee. These functions
             are performed by the Company's Executive Committee which met
             four times during 1997. Its members are Messrs. Smith,
             Chairman, Miller, Morgan and Perrella, 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 five times during
             1997. All members, except for Mr. Subik, 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.

             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 47 times
             during 1997 and these functions were discussed at various times
             during these meetings. Its permanent members are Messrs. Hoye,
             Perrella, Morgan and Smith, 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 1997. All members, except for Mr. Finkle 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.

             The subsidiary Bank has a compensation committee that met twice
             during 1997. Its members are Messrs. Hoye, Chairman; Easterly
             and Miller. The committee reviews the salaries and other forms
             of compensation of the key executive officers of 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 Company and the subsidiary Bank have standing audit
             committees. Their members are Company and subsidiary Bank
             directors; Perrella, Chairman; Easterly,Miller, Rose and Subik.
             These Committees met seven times in 1997. The Committees each
             year verify certain assets of the subsidiary Bank. KPMG Peat
             Marwick LLP, certified public accountants, are engaged to
             perform an audit of the full consolidated financial statements
             of the Company, in accordance with generally accepted auditing
             standards. The committees meet with representatives of KPMG
             Peat Marwick LLP to discuss the results of their audit, and
             these results are then reported to the full Board of Directors.
             The Chairman of the Committees, from time to time during the
             year, held informal meetings with the Company and subsidiary
             Bank's internal auditor.

             Principal Officers
             The Following table sets forth, as of December 31, 1997,
             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>

Robert W. Bisset, 61                    Vice President                   1972             1968              -
Ronald J. Bradt, 54                     Vice President                   1992             1966             420

George E. Doherty, 41                   Vice President                   1988             1983             180

Michael J. Frank, 51                    Vice President and
                                        Comptroller                      1994             1990           2,000

Donald R. Houghton, 60                  Vice President                   1989             1955             150

David W. McGrattan, 57                  Senior Vice President            1993             1988             200

George A. Morgan, 55                    Executive Vice President,
                                        Cashier and Trust Officer        1988             1967             816

William N. Smith, 57                    Chairman of the Board,
                                        President and Chief
                                        Executive Officer                1984             1974           2,000

<FN>

<F1> The number of shares owned has been adjusted to reflect the 2 for 1 stock
     split effected through the 100% stock dividend declared in January 1997.

</FN>
</TABLE>

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.

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;
             $550 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 1997 amounted to $125,525. At present,
             officers of the Company are not compensated in any way for
             their services. The following summary compensation table shows
             the annual 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 1997.

<TABLE>

<CAPTION>

                                                                    Summary Compensation Table
                                                                                                              All Other
Name and Principal Position                  Year                   Salary                Bonus               Compensation <F1>
<S>                                          <C>                    <C>                   <C>                 <C>

William N. Smith, Chief
  Executive Officer,                         1997                   $169,000              $6,760              $16,567
  Chairman of the Board                      1996                    159,000               6,360               14,918
  and President of both                      1995                    150,000               6,000               14,590
  the Company and the
  subsidiary Bank <F2>

 George A. Morgan, Vice                      1997                   $113,000              $4,520              $14,764
  President and Secretary                    1996                    106,000               4,240               13,054
  of the Company and Executive               1995                    100,000               4,000               12,053
  Vice President, Cashier
  and Trust Officer of the Bank <F2>

<FN>

<F1> Includes contributions to Mr. Smith's profit sharing plan
     account of $9,167, $9,068 and $8,740 and Board of
     Directors fees of $7,400, $5,850 and $5,850 for the years
     1997, 1996 and 1995, respectively and contributions to
     Mr. Morgan's profit sharing account of $7,364, $7,204 and
     $6,203 and Board of Directors fees of $7,400, $5,850 and
     $5,850 for the same periods.
<F2> The aggregate amount of personal benefits, on an individual
     basis, for these officers did not exceed $10,000 in 1997.

</FN>
</TABLE>

             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 1997, the aggregate amount
             expensed for retirement contributions to the Plan equaled
             approximately 3.75% 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, 1997, William N. Smith had 22
             years of credited service with the subsidiary Bank and George
             A. Morgan had 30 years.

<TABLE>

<CAPTION>
                                      ESTIMATED ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED
                                                         Years of Service
Highest 5-Year Average
Base Compensation             20                                       30                                       40
<S>                           <C>                                      <C>                                      <C>

$ 25,000                      $ 6,300                                  $  9,450                                 $ 12,588
  50,000                       14,628                                    21,942                                   28,724
  75,000                       23,378                                    35,067                                   45,599
 100,000                       32,128                                    48,192                                   62,474
 125,000                       40,878                                    61,317                                   79,349
 150,000                       49,628                                    74,442                                   96,224
 175,000                       58,378                                    87,567                                  113,099
 200,000                       67,128                                   100,692                                  129,974

</TABLE>

             The subsidiary Bank has a 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, 1997, the Trust Department of the Bank held,
             in various fiduciary capacities, 10,120 shares of the Company's
             common stock as co-trustee and 10,000 shares of the Company's
             common stock as sole trustee. Management does not exercise
             voting power over these shares. These holdings represent 1.26%
             of the total shares outstanding.

             The following table sets forth, as of December 31, 1997, 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.


<TABLE>

<CAPTION>
Name of Individual or                      Shares of Company Common                                Percent of
Identity of Group                          Stock Owned <F1>                                        Class
<S>                                        <C>                                                     <C>

Leon Finkle                                  2,400 <F2>                                            0.15

Theodore E. Hoye, Jr.                        4,200 <F3>                                            0.26

Robert L. Maider                            17,544                                                 1.10

John C. Miller                              48,000                                                 3.00

George A. Morgan                               816                                                 0.05

Frank E. Perrella                           34,800 <F4>                                            2.18

William N. Smith                             2,000                                                 0.13

Clark Easterly, Sr.                          3,632 <F5>                                            0.23

Brian K. Hanaburgh                             800 <F6>                                            0.05

Clark D. Subik                               1,000                                                 0.06


Deborah H. Rose                              3,420 <F7>                                            0.21

All Directors and Principal Officers
of the Company as a Group (12 persons)     120,612                                                 7.54

<FN>

<F1> 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.
<F2> Includes 800 shares owned individually by his spouse.
<F3> Includes 1,000 shares owned individually by his spouse.
<F4> Includes 34,000 shares owned individually by his spouse.
<F5> Includes 1,400 shares owned individually by his spouse.
<F6> Includes 300 shares owned individually by his spouse.
<F7> Includes 1,220 shares owned as custodian.

</FN>
</TABLE>

*The number of shares owned has been adjusted to reflect the 2
for 1 stock split effected through the 100% stock dividend declared
in January 1997.

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 1997, loans
             to directors and executive officers, together with their
             business interests, reached maximum aggregate totals of
             $3,312,973, 11.16% of the December 31, 1997 equity capital
             accounts. At year-end, 1997, loans to directors and executive
             officers, together with their business interests, were
             $2,193,639, 7.39% of the December 31, 1997 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.

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, 1997, are
             incorporated herein by reference:

             Financial Statements (Consolidated)
             Independent Auditors' Report
             Statements of Condition - Decmeber 31, 1997 and 1996 Statements
             of Income - Years ended December 31, 1997, 1996 and 1995
             Statements of Changes in Stockholders' Equity - Years ended
             December 31, 1997, 1996, and 1995 Statements of Cash flows -
             Years ended December 31, 1997, 1996, and 1995 Notes to
             Consolidated Financial Statements

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

             The following are the exhibits:

<TABLE>

<CAPTION>

Exhibit No.                                    Exhibit
<S>                                            <C>

 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)

22.                                            Subsidiaries of the Registrant(incorporated by reference)

23.                                            Published report regarding matters submitted to a vote of
                                                 security holders
                                                 April 15, 1997 proxy materials(incorporated by reference)

</TABLE>


<TABLE>

EXHIBIT INDEX

<CAPTION>

Reg. S - K
Exhibit Number                                 Description
<S>                                            <C>

 3.                                            Articles of Incorporation and Bylaws

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

13.                                            Annual Report to Security Holders

22.                                            Subsidiaries of the Registrant

23.                                            Published report regarding matters submitted
                                                 to vote of security holders
                                                 April 15, 1997 proxy materials

</TABLE>

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 13, 1998

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/ Clark Easterly, Sr.
By /s/ Frank E. Perrella                   By /s/ Brian K. Hanaburgh
By /s/ Robert L. Maider                    By /s/ Clark D. Subik
By /s/ William N. Smith                    By /s/ Deborah H. Rose
By /s/ Leon Finkle                         By /s/ Theodore E. Hoye III
By /s/ George A. Morgan