UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A


 X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---      EXCHANGE ACT OF 1934 (no fee required)
         For the quarterly period ended   March 31, 2003
                                        -----------------

                                       OR

         TRANSITION  REPORT  PURSUANT TO SECTION 13 or 15(d) OF THE  SECURITIES
---      EXCHANGE ACT OF 1934 (no fee required) For the transition  period from
         ________ to ________




                           Commission File No. 0-25988

                          CNB Florida Bancshares, Inc.
                          ----------------------------
             (Exact Name of Registrant as Specified in Its Charter)


          FLORIDA                                                 59-2958616
------------------------------                                -----------------
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)


9715 Gate Parkway North
Jacksonville, Florida                                               32246
------------------------------                                -----------------
(Address of principal executive offices)                         (Zip Code)


       Registrant's telephone number, including area code: (904) 997-8484


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes  X     No
                                       ---       ---


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act) Yes    No  X
                                              ---    ---


The number of shares of the  registrant's  common stock  outstanding as of April
30, 2003 was 6,211,750 shares, $0.01 par value per share.

<PAGE>
                          CNB FLORIDA BANCSHARES, INC.
                         FINANCIAL REPORT ON FORM 10-Q/A


                                     PART I

Item 4.  Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. As required by Rule 13a-15
under the Securities  Exchange Act of 1934 (the "Exchange  Act"),  within the 90
days  prior to the  filing  date of this  report,  the  Company  carried  out an
evaluation  of the  effectiveness  of the design and  operation of the Company's
disclosure  controls and  procedures.  This evaluation was carried out under the
supervision and with the  participation of the Company's Chief Financial Officer
and Chief Executive  Officer.  Based upon that  evaluation,  the Company's Chief
Financial  Officer and Chief Executive Officer have concluded that the Company's
disclosure  controls and  procedures  are effective in alerting them to material
information   regarding  the  Company's   financial   statement  and  disclosure
obligation  in order to allow the  Company  to meet its  reporting  requirements
under the Exchange Act in a timely manner.

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


                                     PART II

Item 6. Exhibits and Reports on Form 8-K.

     (a)  Exhibits:

          3i   Articles  of  Incorporation  of  CNB  Florida  Bancshares,   Inc.
               (Exhibit 3(i) to the  Company's  Annual Report on Form 10-K filed
               with the Commission on March 27, 2003 is hereby  incorporated  by
               reference.)

          3ii  By-Laws of CNB Florida  Bancshares,  Inc.  (Exhibit  3(ii) to the
               Company's Annual Report on Form 10-K filed with the Commission on
               March 27, 2003 is hereby incorporated by reference.)

          99.1 Chief Executive Officer certification  pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.

          99.2 Chief Financial Officer certification  pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.

     (b)  Reports on Form 8-K:

          On January 28, 2003,  the Company  filed a Form 8-K to report its 2002
          fourth quarter and full year results.

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<PAGE>
                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                         CNB Florida Bancshares, Inc.
                                         ----------------------------
                                                 (Registrant)


                                         By:      /s/ G. Thomas Frankland
                                                 -------------------------------
                                                 G. Thomas Frankland
                                                 Executive Vice President
                                                 and Chief Financial Officer

                                         Date:   May 20, 2003


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<PAGE>



                                 CERTIFICATIONS


I, K. C. Trowell, certify that:

     1.   I have  reviewed this  quarterly  report on Form 10-Q/A of CNB Florida
          Bancshares, Inc.

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

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

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have;

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

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

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

          a)   All  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date:  May 20, 2003
                                         /s/ K. C. Trowell
                                         ---------------------------------------
                                         K. C. Trowell
                                         Chairman of the Board, President and
                                         Chief Executive Officer


                                       4

<PAGE>



                                 CERTIFICATIONS


I, G. Thomas Frankland, certify that:

     1.   I have  reviewed this  quarterly  report on Form 10-Q/A of CNB Florida
          Bancshares, Inc.

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

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

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have;

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

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

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

          a)   All  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date:  May 20, 2003
                                         /s/ G. Thomas Frankland
                                         ---------------------------------------
                                         G. Thomas Frankland
                                         Executive Vice President and
                                         Chief Financial Officer

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