UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

 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
         September 30, 2000

                                       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.)

       Post Office Box 3239
       201 North Marion Street
       Lake City, Florida                                         32056
       ---------------------------------                    -----------------
       (Address of principal executive offices)                (Zip Code)


       Registrant's telephone number, including area code: (904) 755-3240


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
                                      ---   ---

The number of shares of the registrant's  common stock outstanding as of October
31, 2000 was 6,091,300 shares, $0.01 par value per share.


<PAGE>

                          CNB FLORIDA BANCSHARES, INC.
                          FINANCIAL REPORT ON FORM 10-Q

                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
         Item 1.  Financial Statements
                  (unaudited)

         Consolidated Statement of Financial Condition ........................3
         Consolidated Statement of Income......................................4
         Consolidated Statement of Cash Flows................................. 6
         Notes to Consolidated Financial Statements........................... 7
         Selected Financial Data.............................................. 8

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

         Overview..............................................................9
         Results of Operations.................................................9
         Liquidity and Interest Rate Sensitivity..............................12
         Earning Assets.......................................................15
         Funding Sources......................................................20
         Capital Resources....................................................20

         Item 3.  Quantitative and Qualitative Disclosure About Market Risk...21

PART II - OTHER INFORMATION
         Item 1.  Legal Proceedings.......................................... 22

         Item 2.  Changes in Securities ......................................22

         Item 3.  Defaults Upon Senior Securities ............................22

         Item 4.  Submission of Matters to a Vote of Security Holders ........22

         Item 5.  Other Information ..........................................22

         Item 6.  Exhibits and Reports on Form 8-K ...........................22




                                       2
<PAGE>
<TABLE>

                                     PART I
                              FINANCIAL INFORMATION

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                                   (Unaudited)

                                                                              September 30,      December 31,
                                                                                 2000               1999
                                                                              ----------         ------------
                               ASSETS                                                 (thousands)

<S>                                                                            <C>               <C>
Cash and cash equivalents:
    Cash and due from banks                                                   $   21,195         $   17,235
    Interest bearing deposits in other banks                                         359                285
                                                                              ----------          ---------
      Total cash and cash equivalents                                             21,554             17,520
Investment securities available for sale                                          32,685             35,111
Investment securities held to maturity                                             9,204             10,582
Loans:
    Commercial, financial and agricultural                                       183,924            136,937
    Real estate - mortgage                                                       106,590             86,275
    Real estate - construction                                                    25,217             18,926
    Installment and consumer                                                      30,726             23,946
                                                                              ----------          ---------
      Total loans, net of unearned income                                        346,457            266,084
Less: Allowance for loan losses                                                   (3,425)            (2,671)
                                                                              ----------          ---------
      Net loans                                                                  343,032            263,413

Premises and equipment, net                                                       21,696             14,395
Other assets                                                                       5,369              5,055
                                                                              ----------          ---------
           TOTAL ASSETS                                                       $  433,540         $  346,076
                                                                              ==========          =========

                                           LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Deposits:
    Non-interest bearing demand                                               $   51,932         $   42,110
    Savings, NOW and money market                                                130,974            112,103
    Time (under $100,000)                                                        103,494             89,141
    Time ($100,000 and over)                                                      53,097             44,849
                                                                              ----------         ----------
      Total deposits                                                             339,497            288,203

Securities sold under repurchase agreements and federal funds purchased           11,599             12,063
Short term borrowings                                                             35,000               -
Other liabilities                                                                  3,402              2,735
                                                                              ----------         ----------
      Total liabilities                                                          389,498            303,001
                                                                              ----------         ----------
SHAREHOLDERS' EQUITY
Preferred stock; $.01 par value; 500,000 shares authorized;
    no shares issued or outstanding                                                    -                  -
Common stock; $.01 par value, 10,000,000 shares authorized;
    6,091,300 and 6,116,070 shares issued and outstanding
    at September 30, 2000 and December 31, 1999, respectively                         61                 61
Additional paid-in capital                                                        30,543             30,805
Retained earnings                                                                 13,705             12,746
Accumulated other comprehensive income, net of tax                                  (267)              (537)
                                                                              ----------         ----------
      Total shareholders' equity                                                  44,042             43,075
                                                                              ----------         ----------
           TOTAL LIABILITIES AND SHAREHOLDERS'  EQUITY                        $  433,540         $  346,076
                                                                              ==========         ==========
</TABLE>

                                        3
<PAGE>
<TABLE>

                  CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME
                                  (Unaudited)
                                                                            Nine Months Ended September 30,
                                                                                 2000               1999
                                                                             ------------       ------------
                                                                                         (thousands)
<S>                                                                           <C>               <C>
Interest Income
  Interest and fees on loans                                                  $    20,610       $     13,956
  Interest on investment securities held to maturity                                  444                354
  Interest on investment securities available for sale                              1,593              2,100
  Interest on federal funds sold                                                      177                530
  Interest on interest bearing deposits                                                57                408
                                                                             ------------        -----------
    Total interest income                                                          22,881             17,348

Interest Expense
  Interest on deposits                                                              9,172              6,426
  Interest on repurchase agreements and federal funds purchased                       378                214
  Interest on short-term borrowings                                                   568                 -
                                                                             ------------        -----------
    Total interest expense                                                         10,118              6,640
                                                                             ------------        -----------
        Net interest income                                                        12,763             10,708

Provision for Loan Losses                                                             950                785
                                                                             ------------        -----------
  Net interest income after provision for loan losses                              11,813              9,923

Non-interest Income
  Service charges                                                                   1,634              1,556
  Other fees and charges                                                              765                613
                                                                             ------------        -----------
    Total non-interest income                                                       2,399              2,169
                                                                             ------------        -----------
Non-interest Expense
  Salaries and employee benefits                                                    6,337              4,599
  Occupancy and equipment expenses                                                  1,576              1,348
  Other operating expenses                                                          3,433              2,582
                                                                             ------------        -----------
    Total non-interest expense                                                     11,346              8,529
                                                                             ------------        -----------

Income before income taxes                                                          2,866              3,563
    Income taxes                                                                      990              1,241
                                                                             ------------        -----------

NET INCOME                                                                  $       1,876       $      2,322
                                                                             ============        ===========

Other comprehensive income (loss), net of tax                                         270              (666)
                                                                             ------------        -----------
Comprehensive income                                                        $       2,146       $      1,656
                                                                             ============        ===========
Earnings Per Share (Note 3):

    Basic earnings per share                                                $        0.31       $       0.39
                                                                             ============        ===========
    Weighted average shares outstanding                                         6,099,278          5,956,858
                                                                             ============        ===========

    Diluted earnings per share                                              $        0.31       $       0.39
                                                                             ============        ===========
    Diluted weighted average shares outstanding                                 6,141,743          6,030,671
                                                                             ============        ===========
</TABLE>

                                       4
<PAGE>
<TABLE>


                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)


                                                                            Three Months Ended September 30,
                                                                                 2000               1999
                                                                             ------------       ------------
                                                                                        (thousands)
<S>                                                                         <C>                 <C>
Interest Income
  Interest and fees on loans                                                $       7,568       $      4,929
  Interest on investment securities held to maturity                                  147                152
  Interest on investment securities available for sale                                532                621
  Interest on federal funds sold                                                       17                154
  Interest on interest bearing deposits                                                17                141
                                                                             ------------       ------------
    Total interest income                                                           8,281              5,997

Interest Expense

  Interest on deposits                                                              3,336              2,136
  Interest on repurchase agreements and federal funds purchased                       188                 87
  Interest on short-term borrowings                                                   399                 -
                                                                             ------------       ------------
    Total interest expense                                                          3,923              2,223
                                                                             ------------       ------------
        Net interest income                                                         4,358              3,774

Provision for Loan Losses                                                             350                275
                                                                             ------------       ------------
  Net interest income after provision for loan losses                               4,008              3,499

Non-interest Income

  Service charges                                                                     575                557
  Other fees and charges                                                              273                182
                                                                             ------------       ------------
    Total non-interest income                                                         848                739
                                                                             ------------       ------------

Non-interest Expense

  Salaries and employee benefits                                                    2,178              1,620
  Occupancy and equipment expenses                                                    558                464
  Other operating expenses                                                          1,155                942
                                                                             ------------       ------------
    Total non-interest expense                                                      3,891              3,026
                                                                             ------------       ------------

Income before income taxes                                                            965              1,212
    Income taxes                                                                      333                423
                                                                             ------------       ------------

NET INCOME                                                                  $         632      $         789
                                                                             ============       ============

Other comprehensive income (loss), net of tax                                         248               (122)
                                                                             ------------       ------------
Comprehensive income                                                        $         880      $         667
                                                                             ============       ============

Earnings Per Share (Note 3):

    Basic earnings per share                                                $        0.10      $        0.13
                                                                             ============       ============
    Weighted average shares outstanding                                         6,088,137          6,108,570
                                                                             ============       ============

    Diluted earnings per share                                              $        0.10      $        0.13
                                                                             ============       ============
    Diluted weighted average shares outstanding                                 6,125,459          6,182,951
                                                                             ============       ============
</TABLE>

                                       5
<PAGE>
<TABLE>


                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                   (Unaudited)


                                                                         Nine Months Ended September 30,
                                                                             2000                1999
                                                                         ------------        ------------
                                                                                      (thousands)
<S>                                                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                               $      1,876       $       2,322
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization                                                832                 710
     Provision for loan loss                                                      950                 785
     Investment securities amortization (accretion), net                           14                (288)
     Non-cash compensation                                                         44                  -
     Changes in assets and liabilities:
       Other assets                                                              (610)                370
       Other liabilities                                                          667                (337)
                                                                         ------------        ------------

       Net cash provided by operating activities                                3,773               3,562
                                                                         ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities available for sale                            (858)            (20,405)
Purchases of investment securities held to maturity                                -               (8,754)
Proceeds from maturities of securities available for sale                       3,214              37,639
Proceeds from maturities of securities held to maturity                           562                 875
Proceeds from called securities available for sale                                489               3,000
Proceeds from called securities held to maturity                                  815                 -
Net increase in loans                                                         (80,569)            (41,710)
Purchases of premises and equipment, net                                       (7,998)             (2,953)
                                                                         ------------        ------------

       Net cash used in investing activities                                  (84,345)            (32,308)
                                                                         ------------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in deposits                                                           51,294               9,348
Decrease in securities sold under repurchase agreements and
       federal funds purchased                                                   (465)             (2,648)
Increase in short term borrowings                                              35,000                 -
Cash dividends paid                                                              (917)               (854)
Repurchase of common stock                                                       (395)                -
Issuance of common stock                                                           -               11,362
Exercise of options                                                                89                   6
                                                                         ------------        ------------
       Net cash provided by financing activities                               84,606              17,214
                                                                         ------------        ------------
Increase (decrease) in cash and cash equivalents                                4,034             (11,532)

Cash and cash equivalents at beginning of period                               17,520              48,887
                                                                         ------------        ------------

Cash and cash equivalents at end of period                               $     21,554        $     37,355
                                                                         ============        ============

SUPPLEMENTAL DISCLOSURES:
       Interest paid                                                     $      9,329        $      6,976
                                                                         ============        ============

       Taxes paid                                                        $      1,299        $      1,270
                                                                         =============       ============

</TABLE>

                                       6
<PAGE>

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000
                                   (Unaudited)


Note 1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with the  instructions  to Form 10-Q which do not  require all  information  and
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles. In the opinion of management,  such financial statements reflect all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  statement  of the  results for the interim  periods  presented.  Operating
results  for the  three  and  nine  months  ended  September  30,  2000  are not
necessarily  indicative  of the results that may be expected for the year ending
December  31,  2000.  Management's  discussion  and  analysis  should be read in
conjunction with the consolidated financial statements.

Note 2. Consolidation
The  consolidated  financial  statements  include  the  accounts  of CNB Florida
Bancshares,  Inc.  and its wholly  owned  subsidiary,  CNB  National  Bank.  All
significant intercompany accounts and transactions have been eliminated.

Note 3.  Earnings Per Share
Basic  earnings  per share is  calculated  based on weighted  average  number of
shares  of  common  stock  during  the  period.  Diluted  earnings  per share is
calculated  based on the  weighted  average  number of  shares  of common  stock
outstanding  and common  stock  equivalents,  consisting  of  outstanding  stock
options.  Common stock  equivalents are determined using the treasury method for
diluted  shares  outstanding.  The difference  between  diluted and basic shares
outstanding is common stock  equivalents from stock options and restricted stock
outstanding during the periods ended September 30, 2000 and 1999.

Note 4.  Comprehensive Income
Comprehensive income is defined as the total of net income and all other changes
in equity.  The following table details the Company's  comprehensive  income for
the three and nine month periods ending September 30, 2000 and 1999.
<TABLE>

                                                             Nine Months                    Three Months
                                                       Ended September 30,              Ended September 30,
                                                          2000          1999              2000           1999
                                                        --------       ------           -------         -------

<S>                                                    <C>          <C>                <C>          <C>
Net Income                                             $  1,876     $  2,322            $  632       $    789
Other Comprehensive Income (Loss), Net of Tax
   Unrealized Gains (Losses) on Securities:
     Unrealized Gains (Losses) on Securities
     Arising During the Period                              279         (847)              246           (115)
  Less: Reclassification Adjustment                           9         (181)               (2)             7
                                                       --------       ------           -------        -------
Total Unrealized Gains (Losses), Net of Tax
  Recognized in Other Comprehensive Income                  270         (666)              248           (122)
                                                       --------       ------           -------        -------
Comprehensive Income, Net of Tax                       $  2,146     $  1,656            $  880       $    667
                                                       ========      =======           =======        =======

</TABLE>

                                       7
<PAGE>

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                             Selected Financial Data
<TABLE>

                                                           Nine Months Ended September 30,
                                                           2000                       1999
                                                       ------------               -------------
Dollars in thousands except per share information.
-------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                        <C>
SUMMARY OF OPERATIONS:
Total interest income                                  $     22,881               $     17,348
Total interest expense                                      (10,118)                    (6,640)
                                                       ------------               ------------
Net interest income                                          12,763                     10,708
Provision for loan losses                                      (950)                      (785)
                                                       ------------               ------------
Net interest income after
      provision for loan losses                              11,813                      9,923
Non-interest income                                           2,399                      2,169
Non-interest expense                                        (11,346)                    (8,529)
                                                       ------------               ------------
Income before taxes                                           2,866                      3,563
Income taxes                                                   (990)                    (1,241)
                                                       ------------               ------------
Net income                                             $      1,876              $       2,322
                                                       ============               ============
-------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE:
Basic earnings                                         $       0.31              $        0.39
Diluted earnings                                               0.31                       0.39
Book value                                                     7.23                       7.05
Dividends                                                      0.15                       0.15
Actual shares outstanding                                 6,091,300                  6,108,570
Weighted average shares outstanding                       6,099,278                  5,956,858
Diluted weighted average shares outstanding               6,141,743                  6,030,671

-------------------------------------------------------------------------------------------------------------------
KEY RATIOS:
Return on average assets                                       0.65%                      0.98%
Return on average shareholders' equity                         5.77                       7.50
Dividend payout                                               48.39                      38.46
Efficiency ratio                                              74.83                      66.23
Total risk-based capital ratio                                13.51                      19.63
Average shareholders' equity to
  average assets                                              11.18                      13.07
Tier 1 leverage                                               10.48                      13.05

-------------------------------------------------------------------------------------------------------------------
FINANCIAL CONDITION AT PERIOD-END:
Assets                                                 $    433,540               $    330,106
Loans                                                       346,457                    228,371
Deposits                                                    339,497                    274,456
Shareholders' equity                                         44,042                     43,075

-------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       8
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

OVERVIEW
         The  following   analysis  reviews   important  factors  affecting  the
financial  condition and results of operations of CNB Florida  Bancshares,  Inc.
("the Company") for the three and nine months ended September 30, 2000 and 1999.
This  financial  information  should be read in  conjunction  with the unaudited
consolidated financial statements of CNB Florida Bancshares, Inc. and its wholly
owned subsidiary, CNB National Bank ("the Bank"), included in "Item 1. Financial
Statements" above and the audited consolidated  financial statements included in
Form  10-K  for  the  year  ended  December  31,  1999.  The  analysis  contains
forward-looking statements with respect to financial and business matters, which
are subject to risks and  uncertainties,  that may change over a period of time.
These risks and uncertainties include but are not limited to changes in interest
rates,  variances in actual versus projected growth in assets,  loan losses, the
ability to control  expenses,  costs of opening new  branches  and  entering the
Jacksonville and Gainesville  markets,  competitive factors and general economic
conditions,  changes in government regulation, the ability to attract and retain
qualified   personnel   and  the   ability  to  attract  new  loan  and  deposit
relationships.   Actual  results  could  be  significantly  different  from  the
forward-looking   statements  contained  herein.  The  Company  has  no  foreign
operations;  accordingly,  there are no assets or  liabilities  attributable  to
foreign operations.

RESULTS OF OPERATIONS

         The Company's net income for the nine month period ended  September 30,
2000 was $1.9 million, or $0.31 per diluted share,  compared to $2.3 million, or
$0.39 per diluted  share,  for the nine month period in 1999. Net income for the
three month period ended  September 30, 2000 was $632,000,  or $0.10 per diluted
share,  compared to $789,000,  or $0.13 per diluted  share,  for the  comparable
period in 1999.  These results  reflected  growth in net interest  income and in
non-interest  income.  Non-interest  expenses  continue to reflect the Company's
expansion strategy in the Jacksonville and Gainesville  markets and the building
of production and operating  infrastructure,  including  people,  facilities and
technology  platform,  to support expansion.  During the 2000 third quarter, CNB
National Bank, the Company's  banking  subsidiary,  opened its new Deerwood Park
branch in Jacksonville. The Bank also acquired locations in the Mandarin area of
Jacksonville  and St.  Augustine  for branch  sites which will open in the first
half of 2001.

Net Interest Income

         Net  interest  income is the single  largest  source of revenue for the
Bank and consists of interest and fee income  generated by earning assets,  less
interest expense paid on interest bearing  liabilities.  Net interest income was
$12.8 million for the nine month period ending  September 30, 2000,  compared to
$10.7 million for the comparable period in 1999, an increase of 19.2%.  Interest
income for the three and nine month periods ended September 30, 1999,  increased
$2.3 million,  or 38.1%,  and $5.5  million,  or 31.9%,  respectively,  over the
comparable  prior year  periods.  Loan growth  continued  to  positively  impact
interest income.  Increases in interest income for 2000 were partially offset by
higher funding costs reflecting the Company's reliance on short-term  borrowings
to meet loan  demand.  Interest  expense  rose $1.7  million,  or 76.5% and $3.5
million,  or 52.4% for the three and nine  months  ending  September  30,  2000,
respectively, from the comparable 1999 periods.

          Loans,   which  represent  the  Company's   highest  yielding  assets,
increased  on  average  $95.1  million or 45.8% and  represented  86.1% of total
average earning assets for the nine months ended September 30, 2000 versus 71.6%
for 1999.  The Company's  loan to deposit ratio at September 30, 2000 was 102.0%
compared to 92.3% at December 31, 1999.

         The Company's net interest margin decreased  slightly to 4.85% in 2000,
compared  to 4.93% in 1999.  The  lower  yield in 2000  reflects  the  Company's
dependence on short-term  borrowings to fund loan demand and meeting competitive
rates on deposit accounts.


                                       9
<PAGE>


         Total  earning  asset  yields rose to 8.69% in 2000 from  7.99%,  while
being  offset by a increase in rates on  interest-bearing  liabilities  to 4.62%
from 3.81% in 1999. Table 1: "Average  Balances - Yields and Rates" provides the
Company's  average  volume of  interest  earning  assets  and  interest  bearing
liabilities  for the nine months  ended  September  30, 2000 and 1999.  Table 1a
presents an analysis of changes in interest income and expense.
<TABLE>

                  Table 1: Average Balances - Yields and Rates
                                   (Unaudited)

                                                   Nine Months Ended                      Nine Months Ended
                                                   September 30, 2000                     September 30, 1999
                                           ----------------------------------     ------------------------------------
                                                      Interest                                  Interest
                                         Average     Income or     Average         Average      Income or     Average
                                         Balance      Expense       Rate           Balance      Expense       Rate
                                        ---------   -----------    ----------     ---------    ---------     ---------
                                                                       (dollars in thousands)

<S>                                    <C>            <C>
ASSETS:
  Federal funds sold                   $    3,951    $      177     5.98%        $   14,864    $     530         4.77%
  Investment securities
    available for sale                     33,522         1,593     6.35             47,916        2,100         5.86
  Investment securities
    held to maturity                       10,212           444     5.81              8,632          354         5.48
  Loans (1)                               302,824        20,610     9.09            207,706       13,956         8.98
  Interest bearing deposits                 1,148            57     6.63             11,132          408         4.90
                                         --------   -----------    -----          ---------     --------       ------

TOTAL EARNING ASSETS                      351,657        22,881     8.69            290,250       17,348         7.99
  All other assets                         36,749                                    26,469
                                         --------                                 ---------

TOTAL ASSETS                           $  388,406                                $  316,719
                                         ========                                 =========

LIABILITIES AND
  SHAREHOLDERS' EQUITY:

  NOW and money markets                $  108,650    $    2,698     3.32%        $   78,001    $   1,212         2.08%
  Savings                                  17,346           180     1.39             17,496          185         1.41
  Time deposits                           146,272         6,294     5.75            131,226        5,029         5.12
  Repurchase agreements and
     federal funds purchased                8,830           378     5.72              6,433          214         4.45
  Short term borrowings                    11,277           568     6.73               -              -            -
                                         --------       -------    -----          ---------     --------       ------
TOTAL INTEREST BEARING
  LIABILITIES                             292,375        10,118     4.62            233,156        6,640         3.81
  Demand deposits                          48,759                                    39,663
  Other liabilities                         3,841                                     2,497
  Shareholders' equity                     43,431                                    41,403
                                         --------                                 ---------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                 $  388,406                                $  316,719
                                         ========                                 =========
                                                                   -----                                       ------
INTEREST SPREAD (2)                                                 4.07%                                        4.18%
                                                                   =====                                       ======

NET INTEREST INCOME                                  $   12,763                                $  10,708
                                                        =======                                 ========

NET INTEREST MARGIN (3)                                             4.85%                                        4.93%
                                                                   =====                                       ======



<FN>
(1) Interest  income on average loans includes loan fee  recognition of $644,000
    and $473,000 in 2000 and 1999,  respectively.
(2) Represents  the average rate earned minus average rate paid.
(3) Represents  net interest  income divided by total earning assets.
</FN>
</TABLE>
                                       10
<PAGE>
<TABLE>


          Table 1a: Analysis of Changes in Interest Income and Expense
                                   (Unaudited)

                                            NET CHANGE SEPTEMBER 30,               NET CHANGE SEPTEMBER 30,
                                            1999-2000 ATTRIBUTABLE TO:             1998-1999 ATTRIBUTABLE TO:
                                            --------------------------             --------------------------
                                                                     Net                                    Net
                                            Volume (1)    Rate (2)  Change         Volume (1)   Rate (2)  Change
                                            ----------    --------  ------         ----------   --------  ------
                                                                       (thousands)

<S>                                          <C>        <C>
INTEREST INCOME:
   Federal funds sold                        $   (389)  $     36   $   (353)         $ (588)   $   (71)    $(659)
   Investment securities available for sale      (630)       123       (507)            (64)       (89)     (153)
   Investment securities held to maturity          65         25         90              59         24        83
   Loans                                        6,409        245      6,654           2,784       (539)    2,245
   Interest bearing deposits                     (366)        15       (351)            220        (54)      166
                                            ---------    -------  ---------      ----------   --------    ------
      Total                                     5,089        444      5,533           2,411       (729)    1,682
                                            ---------    -------  ---------      ----------   --------    ------


INTEREST EXPENSE:
   NOW and money markets                          475      1,011      1,486             189       (253)      (64)
   Savings                                         (1)        (4)        (5)             18        (70)      (52)
   Time deposits                                  580        685      1,265             158       (340)     (182)
   Repurchase agreements and
     federal funds purchased                      103         61        164             (14)       (33)      (47)
   Short term borrowings                           -         568        568              (7)       -          (7)
                                            ---------    -------  ---------      ----------   --------    ------
      Total                                     1,157      2,321      3,478             344       (696)     (352)
                                            ---------    -------  ---------      ----------   --------    ------
         Net interest income                  $ 3,932   $ (1,877)  $  2,055         $ 2,067    $   (33)  $ 2,034
                                            =========    =======  =========      ==========   ========    ======

<FN>
(1) The volume variance  reflects the change in the average balance  outstanding
    multiplied  by the actual  average  rate during the prior  period.
(2) The rate variance  reflects  the  change in the actual  average  rate
    multiplied  by the average  balance  outstanding  during the prior  period.
    Changes  which are not solely due to volume changes or solely due to rate
    changes have been  attributed to rate changes.
</FN>
</TABLE>

Non-Interest Income
         Non-interest  income for the nine months ended  September  30, 2000 was
$2.4 million,  an increase of $230,000,  or 10.6% as compared to the same period
in 1999.  For the three months ended  September 30, 2000,  non- interest  income
increased  $109,000  or 14.8% to  $848,000  as  compared to $739,000 to the same
period in 1999.  Service  charges on deposit  accounts  had modest  increases of
$78,000 for the nine month period and $18,000 for the three month period  ending
September  30, 2000 as compared to the same  periods in 1999.  Other fee income,
which includes credit card fees, credit life insurance income,  safe deposit box
fees, fees from loans sold to secondary markets,  net gains and losses from sale
of securities  and other  miscellaneous  fees,  had an increase of 50.0% for the
third  quarter of 2000  compared to the third quarter of 1999 and an increase of
24.8% for the first nine months of 2000 versus the comparable period in 1999.

Non-Interest Expense
         Non-interest expense increased in the third quarter of 2000 compared to
the same period in 1999 by $865,000 or 28.6%, and $2.8 million, or 33.0% for the
2000 nine month  period  versus the  comparable  period in 1999.  Non-  interest
expense as a  percentage  of average  assets  for the nine month  period  ending
September  30,  2000 and 1999 was 3.90% and 3.60%,  respectively.  Salaries  and
employee  benefits  increased $1.7 million or 37.8% to $6.3 million for the 2000
nine month  period,  compared to $4.6 million for the same period in 1999.  This


                                       11
<PAGE>

increase reflects the continued implementation of the Company's business plan to
build an organization  structure  supporting  expansion in the  Jacksonville and
Gainesville markets.

         Occupancy  expense,   including  premises,   furniture,   fixtures  and
equipment,  increased $94,000, or 20.3% and $228,000, or 16.9%,  respectively in
2000, over the comparable  three and nine month periods in 1999. The increase is
primarily  attributable to occupancy expenses associated with the expansion into
Jacksonville and  Gainesville.  CNB National Bank moved into its new Gainesville
headquarters  located in the Tower  Hill area  during  the  second  quarter  and
occupied its new Jacksonville branch in Deerwood Park in the third quarter.

         Other operating  expenses  increased  $851,000,  or 33.0%, for the nine
months of 2000 compared to the same period in 1999. The following  table details
the areas of significance in other operating expenses.

                        Table 2: Other Operating Expenses

                                                 Nine Months Ended September 30,
                                                      2000              1999
                                                 -----------       ----------
                                                           (thousands)
         Data processing                               $ 486            $ 433
         Advertising and promotion                       474              300
         Telephone                                       436              281
         Postage and delivery                            405              339
         Legal and professional                          335              235
         Supplies                                        304              221
         Administrative                                  141              123
         Other general operating                         140               35
         Amortization of intangible assets               135              135
         Loan expenses                                   127              142
         Regulatory fees                                 110              107
         Insurance and bonding                            60               51
         Other                                           280              180
                                                     -------           ------
         Total other operating expenses               $3,433           $2,582
                                                     =======           ======


Income Taxes
         The  Company's  income  tax  expense in  interim  reporting  periods is
determined by estimating the combined  federal and state  effective tax rate for
the year and  applying  such  rate to  interim  pre-tax  income.  The  Company's
estimated  effective tax rate for the corresponding  quarter and current year is
approximately 35%.

LIQUIDITY AND INTEREST RATE SENSITIVITY

         Liquidity   management   addresses   CNB's   ability  to  meet  deposit
withdrawals either on demand or at contractual maturity, to repay borrowings and
to make new  loans  and  investments  as they  arise.  Management  measures  the
Company's liquidity position by giving consideration to both on- and off-balance
sheet sources of and demands for funds on a daily and weekly basis.  In addition
to core deposit  growth,  sources of funds  available to meet liquidity  demands
include  cash  received  through  ordinary  business   activities  such  as  the
collection  of  interest  and fees,  federal  funds  sold,  loan and  investment
maturities  and lines of credit for the purchase of federal funds by the Company
from its principal  correspondent banks. Average liquid assets (cash and amounts
due from banks, interest bearing deposits in other banks, federal funds sold and
investment  securities available for sale) totaled $54.8 million and represented
17.1% of average  total  deposits  during the nine  months of 2000,  compared to
$85.7 million and 32.2% for 1999.  Average loans were 94.3% and 78.0% of average
deposits  for  the  nine  month  period  ended  September  30,  2000  and  1999,
respectively.


                                       12
<PAGE>

         The Company has  available lines of credit for the purchase of federal
funds with other financial  institutions  totaling $15.0 million. The Company is
also a member of the Federal  Home Loan Bank and as such has access to both long
and short term funds. There were outstanding balances of $3.1 million in federal
funds  purchased  from  correspondent  banks and  $35.0  million  in short  term
borrowings with the Federal Home Loan Bank as of September 30, 2000.

         The asset mix of the balance sheet is continually evaluated in terms of
several  variables:  yield,  credit  quality,  appropriate  funding  sources and
liquidity.  Management  of the  liability  mix of the balance  sheet  focuses on
expanding the various funding sources.

          The Company's gap and liquidity  positions are formally  reviewed on a
regular basis by management to determine  whether or not changes in policies and
procedures are necessary to achieve  financial goals.  Included in the review is
an internal analysis of the possible impact on net interest income due to market
rate changes and interest rates.

         In Table 3, "Rate  Sensitivity  Analysis",  rate  sensitive  assets and
liabilities are shown by maturity, separating fixed and variable interest rates.
The estimated fair value of each instrument category is also shown in the table.
While these  estimates of fair value are based on  management's  judgment of the
most appropriate  factors,  there is no assurance that, were the Company to have
disposed of such  instruments  at September 30, 2000,  the estimated  fair value
would have been achieved at that date,  since market values may differ depending
on various circumstances.

         Sources of liquidity include cash and cash equivalents,  net of federal
requirements  to  maintain  reserves  against  deposit  liabilities;  investment
securities eligible for pledging to secure borrowings from dealers and customers
pursuant to securities sold under repurchase agreements;  loan repayments;  loan
sales;  deposits and certain interest rate- sensitive  deposits;  and borrowings
under  overnight  federal fund lines  available  from  correspondent  banks.  In
addition to interest  rate-sensitive  deposits, the Company's primary demand for
liquidity is anticipated fundings under credit commitments to customers.



                                       13
<PAGE>

<TABLE>

Table 3: Rate Sensitivity Analysis
September 30, 2000
(dollars in thousands)

                                                                                                                   Fair
                                     1 Year     2 Years    3 Years    4 Years    5 Years     Beyond     TOTAL      Value
                                     ------     -------    -------    -------    -------     ------     -----      -----
INTEREST-EARNING ASSETS:

<S>                                  <C>      <C>
Investment securities (1)
     Fixed rate investments         $  8,875  $      90  $       -  $  20,237  $       -  $   8,831  $  38,033  $  37,547
       Average interest rate            6.24%      4.10%                 6.01%                 6.08%      6.08%

     Variable rate investments             -          -          -          -          -      1,607      1,607      1,606
       Average interest rate                                                                   6.94%      6.94%

Loans
     Fixed rate loans                 16,651     13,164     21,529     28,226     35,242     62,043    176,855    174,683
       Average interest rate            8.90%      9.20%      8.92%      8.61%      8.90%      8.21%      8.64%

     Variable rate loans              49,705     15,270     11,857      3,645      9,977     79,148    169,602    169,602
       Average interest rate            9.74%      9.72%      9.15%     10.03%      9.75%      8.58%      9.16%

Other earning assets (2)               3,033          -          -          -          -          -      3,033      3,093
       Average interest rate            6.77%                                                             6.77%
                                     -------    -------    -------    -------    -------   --------   --------   --------

Total interest-earning assets      $  78,264   $ 28,524   $ 33,386   $ 52,108   $ 45,219  $ 151,629  $ 389,130  $ 386,531
       Average interest rate            9.05%      9.46%      9.00%      7.70%      9.09%      8.27%      8.60%
                                     =======    =======    =======    =======    =======    =======    =======   ========


INTEREST-BEARING LIABILITIES:

Savings                             $      -  $       -  $       -  $       -  $       -  $  16,201  $  16,201  $  16,201
       Average interest rate                                                                   1.39%      1.39%

NOW                                   21,949          -          -          -          -     53,505     75,454     75,454
       Average interest rate            5.13%                                                  1.23%      2.36%

Money market (3)                      37,120          -          -          -          -      2,199     39,319     39,319
       Average interest rate            5.20%                                                  2.82%      5.07%

CD's under $100,000                   90,721     10,223      2,054        471         25          -    103,494    103,666
       Average interest rate            6.03%      6.08%      5.60%      5.52%      5.75%                 6.02%

CD's $100,000 and over                48,517      3,506      1,074          -          -          -     53,097     53,159
       Average interest rate            6.38%      6.17%      6.78%                                       6.38%

Securities sold under
   repurchase agreements and
   federal funds purchased            11,599          -          -          -          -          -     11,599     11,599
       Average interest rate            6.59%                                                             6.59%

Short term borrowings                 35,000          -          -          -          -          -     35,000     35,000
       Average interest rate            6.65%                                                             6.65%
                                     -------   --------    -------    -------    -------    -------    -------   --------

Total interest-bearing liabilities $ 244,906   $ 13,729   $  3,128   $    471   $     25   $ 71,905  $ 334,164  $ 334,398
       Average interest rate            6.01%      6.10%      6.01%      5.52%      5.75%      1.31%      5.00%
                                     =======    =======    =======    =======    =======    =======    =======   ========

<FN>
(1)  Securities  available for sale are shown at their amortized cost, excluding
     market value adjustment for unrealized losses of $425,000.
(2)  Represents interest bearing deposits with other banks, Federal Reserve Bank
     Stock, Federal Home Loan Bank Stock and other marketable equity securities.
(3)  All Money Market accounts $25,000 and over and 30% of Money Market accounts
     under $25,000 have been designated as maturing within one year.
</FN>
</TABLE>
                                       14

<PAGE>

        Core deposits,  which represent all deposits other than time deposits in
excess of $100,000, were 84.4% of total deposits at September 30, 2000 and 84.4%
at December 31, 1999. The Bank closely monitors its reliance on time deposits in
excess of $100,000, which are generally considered less stable and less reliable
than core deposits. Table 4, below, sets forth the amounts of time deposits with
balances of $100,000 or more that mature within indicated periods. The Bank does
not nor has it ever solicited brokered deposits.

             Table 4: Maturity of Time Deposits of $100,000 or More
                               September 30, 2000
                             (dollars in thousands)
                                     Amount

       Three months or less                                 $ 11,827
       Three through six months                               13,260
       Six through twelve months                              23,430
       Over twelve months                                      4,580
                                                             -------
       Total                                                $ 53,097
                                                             =======


EARNING ASSETS

Loans

         Loan growth  continued to fuel the  increases in interest  income which
increased  38.1% for the 2000 third  quarter and 31.9% for the first nine months
of 2000 compared to the respective 1999 periods.

         Average  loans during the nine month period  ending  September 30, 2000
were  $302.8  million  and were 94.3% of average  deposits,  compared  to $207.7
million and 78.0% for 1999.  Total loans have  increased  by $80.4  million,  or
30.2%,  since  December 31, 1999.  This growth is  reflective  of the  Company's
business  plan to  increase  its loan to  deposit  ratio.  The  following  table
reflects the  composition  of the Company's  loan  portfolio as of September 30,
2000 compared to December 31, 1999.

                       Table 5: Loan Portfolio Composition

                                                  September 30,   December 31,
                                                     2000                1999
                                                --------------    ------------
                                                           (thousands)
    Commercial, financial and agricultural     $     183,924     $     136,937
    Real estate - mortgage                           106,590            86,275
    Real estate - construction                        25,217            18,926
    Installment and consumer                          30,726            23,946
                                                    --------          --------

    Total loans, net of unearned income              346,457           266,084
    Less: allowance for loan losses                   (3,425)           (2,671)
                                                    --------           -------

    Net loans                                   $    343,032      $    263,413
                                                    ========           =======

         The following table sets forth the maturity  distribution  for selected
components of the Company's loan  portfolio on September 30, 2000.  Demand loans
and  overdrafts  are reported as due in one year or less,  and loan  maturity is
based upon scheduled principal payments.

                                       15


<PAGE>
<TABLE>

                  Table 6: Maturity Schedule of Selected Loans
                               September 30, 2000

                                             0-12       1-5          Over 5
                                            Months     Years         Years       Total
                                           --------  ---------     ----------   --------
                                                            (thousands)

<S>                                       <C>        <C>        <C>             <C>
Commercial, financial and agricultural    $  24,731  $ 92,594   $    66,599     $ 183,924
Real estate - construction                   25,217      -             -           25,217
All other loans                              16,408    46,316        74,592       137,316
                                            -------   -------       -------      --------

Total                                     $  66,356  $138,910     $  141,191   $  346,457
                                            =======   =======       ========     ========

Fixed interest rate                       $  16,651  $ 98,161     $   62,043   $  176,855
Variable interest rate                    $  49,705  $ 40,749     $   79,148   $  169,602

</TABLE>

Loan Quality

          The  allowance  for loan losses  represents  a reserve  for  potential
losses in the loan  portfolio.  On an  ongoing  basis,  management  attempts  to
maintain  the  allowance  for loan  losses at levels  sufficient  to provide for
losses  inherent  in the  loan  portfolio.  The  allowance  for loan  losses  is
established  through a provision charged to expense. In determining the adequacy
of the reserve for loan losses,  management considers those levels maintained by
other  peer  banks,  conditions  of  the  individual  borrowers,  the  Company's
historical loan loss experience and the general economic environment, as well as
the overall portfolio composition.  Loans are charged against the allowance when
it is recognized that collection of the principal is unlikely. The allowance for
loan losses on September 30, 2000,  was 0.99% of total loans,  compared to 1.00%
on December 31, 1999.  Table 7:  "Allocation of Allowance for Loan Losses",  set
forth below, indicates the specific reserves allocated by loan type.

                Table 7: Allocation of Allowance for Loan Losses

                                       September 30,            December, 31
                                           2000                     1999
                               -------------------------   ---------------------
                                           Percent of               Percent of
                                          Loans in Each            Loans in Each
                                            Category to              Category to
                                Amount     Total Loans      Amount  Total Loans
                               ---------   -------------   ------- -------------
                                                 (dollars in thousands)
  Commercial, financial

     and agricultural          $  2,367         53%       $ 1,670            52%
  Real estate - mortgage            262         31%           220            32%
  Real estate- construction          14          7%            12             7%
  Consumer                          772          9%           769             9%
  Unallocated                        10          -              -              -
                                  -----        ----        ------           ----
  Total                        $  3,425        100%       $ 2,671           100%
                                  =====        ====        ======           ====


         Total non-performing  assets increased by $127,000 or 15.3% to $958,000
on September 30, 2000, compared to $831,000 on December 31, 1999. Non-performing
assets as a percentage of total assets  decreased to 0.22% on September 30, 2000
from 0.24% on December 31, 1999.  Non-accrual loans have decreased $84,000 since
December 31,  1999.  This  decrease is  primarily  due to the pay-off of a large
residential loan.

                                       16


<PAGE>

                         Table 8: Non-Performing Assets

                                       September 30,       December 31,
                                           2000                1999
                                        ----------          ----------
                                           (dollars in thousands)
  Non-accrual loans                    $        465        $       549
  Past due loans 90 days or
     more and still accruing                    465                180
  Other real estate owned
     and repossessions                           28                102
                                             ------             ------
  Total non-performing assets           $       958        $       831
                                             ======             ======

  Percent of total assets                     0.22%              0.24%

         The determination of the reserve level rests upon management's judgment
about  factors  affecting  loan  quality  and  assumptions  about  the  economy.
Management considers the period-end allowance  appropriate and adequate to cover
inherent losses in the loan portfolio;  however,  management's judgment is based
upon a number of  assumptions  about  future  events,  which are  believed to be
reasonable,  but which may or may not prove to be valid.  Thus,  there can be no
assurance  that  charge-offs in future periods will not exceed the allowance for
loan losses or that  additional  increases in the allowance for loan losses will
not be  required.  Table 9:  "Activity  in Allowance  for Loan  Losses",  below,
indicates  activity in the  allowance  for loan losses for the nine month period
ending September 30, 2000 as compared to 1999.

                 Table 9: Activity in Allowance for Loan Losses

                                                              September 30,
                                                        2000               1999
                                                        ----               ----
                                                         (dollars in thousands)

   Balance at beginning of year                     $    2,671       $    1,875
   Loans charged-off:
      Commercial, financial and agricultural                64              291
      Real estate, mortgage                                 40               13
      Real estate, construction                              -                -
      Consumer                                             239              195
                                                      --------         --------
         Total loans charged-off                          (343)            (499)
   Recoveries on loans previously charged-off:
      Commercial, financial and agricultural                25              113
      Real estate, mortgage                                  -                -
      Real estate, construction                              -                -
      Consumer                                             122               32
                                                      --------         --------
         Total loan recoveries                             147              145
                                                      --------         --------
           Net loans charged-off                          (196)            (354)
                                                      --------         --------

   Provision for loan losses charged to expense            950              785
                                                      --------         --------
   Ending balance                                   $    3,425       $    2,306
                                                      ========         ========

   Total loans outstanding                          $  346,457       $  228,371
   Average loans outstanding                        $  302,824       $  207,706

   Allowance for loan losses to loans outstanding         0.99%            1.01%
   Net charge-offs to average loans outstanding,
    annualized                                            0.09%            0.23%


                                       17


<PAGE>



Investment Portfolio

         The Company  uses its  securities  portfolio  primarily  as a source of
liquidity and a base from which to pledge assets for  repurchase  agreements and
public  deposits.  The total  recorded  value of securities was $41.9 million at
September  30, 2000,  a decrease of 8.3% from $45.7  million at the end of 1999.
Securities are classified as either held-to-maturity or available-for-sale which
are recorded at fair market value. Securities available-for- sale, which made up
78.0% of the total investment  portfolio as of September 30, 2000 had a value of
$41.9  million.  With  most of the  portfolio  being  in the  available-for-sale
category,  the  Company  has  the  flexibility  in case an  immediate  need  for
liquidity arises.  The unrealized gains or losses, net of tax, do not impact net
income or regulatory  capital but are recorded as adjustments  to  shareholders'
equity.  At September 30, 2000,  shareholders'  equity included a net unrealized
loss of $267,000  compared to a net unrealized  loss of $537,000 at December 31,
1999.

         As a percent of total  earning  assets,  the  investment  portfolio has
decreased to a level of 10.8% at September  30, 2000  compared to 14.6% for year
ended 1999. The decrease in the size of the portfolio  relative to total earning
assets is  attributable to the increase in loan growth which improved the mix of
earning assets.

         The  Company  invests  primarily  in direct  obligations  of the United
States,  obligations  guaranteed  as to the principal and interest by the United
States and  obligations  of  agencies of the United  States.  In  addition,  the
Company enters into federal funds transactions with its principal  correspondent
banks.  The Federal  Reserve Bank and Federal Home Loan Bank also require equity
investments to be maintained by the Company.

         The  following  tables  set forth  the  maturity  distribution  and the
weighted  average  yields  of  the  Company's   investment  portfolio  by  those
securities held to maturity and available for sale.











                                       18


<PAGE>

<TABLE>


          Table 10: Maturity Distribution of Investment Securities (1)
                               September 30, 2000

(dollars in thousands)                         Held to Maturity                       Available for Sale
-------------------------------------------------------------------------------------------------------------------

                                           Amortized       Estimated              Amortized       Estimated
                                                Cost       Market Value             Cost          Market Value

<S>                                      <C>            <C>
U.S. Treasury:
   One year or less                      $          -   $            -          $        7,492   $      7,501
                                          -------------    -------------             ---------       --------
  Total U.S. Treasury                               -                -                   7,492          7,501

 U.S. Government Agencies
 and Corporations:
   Over one through five years                  7,911            7,909                  20,000         19,494
                                           ----------      -----------                 -------        -------
Total U.S. Government Agencies                  7,911            7,909                  20,000         19,494
 and Corporations

Obligations of State and Political
 Subdivisions:
   One year or less                                 -                -                      90             89
   Over one through five years                      -                -                     327            325
   Over ten years                                   -                -                     608            625
                                         -------------    -------------             ----------       ----------
Total Obligations of State and                      -                -                   1,025          1,039
 Political Subdivisions

Mortgage-Backed Securities (2):
   One year or less                             1,293            1,293                       -              -
   Over five through ten years                      -                -                     566            565
   Over ten years                                   -                -                   1,353          1,352
                                         -------------    -------------              ---------     ----------
Total Mortgage-Backed Securities                1,293            1,293                   1,919          1,917

Other Securities:
   Over ten years (3)                               -                -                   2,674          2,734
                                         -------------    -------------              ---------     ----------
Total Other Securities                              -                -                   2,674          2,734

Total Securities                         $      9,204     $      9,202            $     33,110   $     32,685
                                           ==========       ==========                ========       ========

<FN>
(1) All securities, excluding Obligations of State and Political Subdivisions,
    are taxable.
(2) Represents investments in mortgage-backed securities which are subject to
    early repayment.
(3) Represents investment in Federal Reserve Bank and Federal Home Loan Bank
    stock and other marketable equity securities.
</FN>
</TABLE>
<TABLE>

             Table 11: Weighted Average Yield by Range of Maturities

                                               September 30, 2000     December 31, 1999       September 30, 1999
                                               ------------------     -----------------       ------------------
           <S>                                       <C>                   <C>                    <C>
           One Year or Less                          6.24%                 5.81%                  6.01%
           Over One through Five Years               6.00%                 6.15%                  6.09%
           Over Five through Ten Years               6.18%                 5.78%                  5.74%
           Over Ten Years (1)                        6.36%                 5.65%                  5.61%

<FN>
           (1) Represents  adjustable rate mortgage-backed  securities which are
               repriceable within one year.
</FN>
</TABLE>
                                       19
<PAGE>

Other Earning Assets

         Temporary  investment  needs are  created in the  day-to-day  liquidity
movement of the Bank and are satisfied by selling  excess funds  overnight  (Fed
Funds Sold) to larger,  well capitalized  banking  institutions.  If these funds
become excessive,  management  determines what portion, if any, of the liquidity
may be rolled into longer term investments as securities.

FUNDING SOURCES

Deposits

         The Bank does not rely on purchased or brokered deposits as a source of
funds.  Instead,  competing  for  deposits  within its market area serves as the
Bank's  fundamental tool in providing a source of funds to be invested primarily
in loans.  The following  table sets forth certain  deposit  categories  for the
periods ended September 30, 2000 and December 31, 1999.

                            Table 12: Total Deposits

                                                September 30,      December 31,
                                                     2000              1999
                                                 -----------       ------------
                                                           (thousands)
         Non-interest bearing:
                 Demand checking                 $   51,932          $   42,110
         Interest bearing:
                 NOW checking                        75,454              61,977
                 Money market checking               39,319              33,589
                 Savings                             16,201              16,537
                 Certificates of deposit            156,591             133,990
                                                   --------            --------

         Total deposits                          $  339,497          $  288,203
                                                   ========            ========

CAPITAL RESOURCES

         Shareholders'  equity  at  September  30,  2000 was $44.0  million,  as
compared to $43.1  million at December 31,  1999.  At  September  30, 2000,  the
Company's common stock had a book value of $7.23 per share compared to $7.04 per
share at December 31, 1999.

         The  Comptroller  regulates risk based capital  guidelines for national
banks.  These  guidelines  are  intended to provide an  additional  measure of a
bank's  capital  adequacy  by  assigning   weighted  levels  of  risk  to  asset
categories.  Banks are also required to systematically hold capital against such
"off balance sheet"  activities as loans sold with recourse,  loan  commitments,
guarantees  and standby  letters of credit.  These  guidelines  are  intended to
strengthen  the quality of capital by  increasing  the emphasis on common equity
and  restricting  the amount of loss  reserves and other forms of equity such as
preferred stock that may be included in capital.

         Under the terms of the  guidelines,  banks  must meet  minimum  capital
adequacy ratios based upon both total assets and risk adjusted assets. All banks
are  required to  maintain a minimum  ratio of total  capital to risk-  weighted
assets of 8% and a minimum  ratio of Tier 1 capital to  risk-weighted  assets of
4%. Tier 1 Capital includes common shareholders' equity and qualifying preferred
stock, less goodwill and other adjustments. Tier 2 Capital consists of preferred
stock not  qualifying as Tier 1 Capital,  mandatory  convertible  debt,  limited
amounts of subordinated  debt,  other qualifying term debt and the allowance for
credit losses up to 1.25% of  risk-weighted  assets.  Total Capital  consists of
Tier 1 Capital and Tier 2 Capital. The regulatory agencies have also established

                                       20
<PAGE>

an  additional  capital  adequacy  guideline  referred to as the Tier 1 leverage
ratio that  measures  the ratio of Tier 1 capital to average  quarterly  assets.
Adherence to these  guidelines  has not had an adverse  impact on the Company or
the Bank. Selected capital ratios at September 30, 2000 compared to December 31,
1999 and regulatory requirements are as follows:
<TABLE>

                            Table 12: Capital Ratios

                                September 30,  December 31,   Well Capitalized     Regulatory
                                   2000            1999         Requirements       Minimums
                               ------------    ------------     ------------       --------
<S>                                   <C>         <C>
Risk Based Capital Ratios:
     Tier 1 Capital Ratio             12.5%       16.2%           6.0%              4.0%

     Total Capital to
       Risk-Weighted Assets           13.5%       17.3%          10.0%              8.0%

Tier 1 Leverage Ratio                 10.5%       12.7%           5.0%              4.0%

</TABLE>


            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         Interest   rate   sensitivity   refers   to   the   responsiveness   of
interest-earning  assets and  interest-bearing  liabilities to changes in market
interest rates.  The rate sensitive  position,  or gap, is the difference in the
volume of rate-  sensitive  assets and  liabilities,  at a given time  interval,
including both floating rate and instruments which are approaching maturity. The
measurement of the Company's  interest rate  sensitivity,  or gap, is one of the
principal  techniques  used  in  asset  and  liability  management.   Management
generally  attempts  to  maintain a balance  between  rate-sensitive  assets and
liabilities  as the  exposure  period is  lengthened  to  minimize  the  overall
interest  rate  risks  to the  Company.  The  Company  attempts  to  maintain  a
cumulative gap position equaling plus, or minus 20% of total assets.

         In the Company's  analysis,  current average rates within the repricing
periods of affected  balance  sheet  categories  are  adjusted  to a  historical
percentage of market change according to each rate shock scenario.  The adjusted
rates are then  substituted  in  interest  computations  and  compared to actual
results.  These  efforts  will  continue to provide the tools  necessary  in the
Company's attempt to maximize its primary earnings  factor-net  interest income.

          The estimated fair values at September 30, 2000 should not necessarily
be considered to apply at subsequent dates.

                                       21


<PAGE>



                                     PART II
                                OTHER INFORMATION

     Item 1.   Legal  Proceedings  - There are no material  pending  legal
               proceedings to which the Company or any of its subsidiaries is
               a party or of which any of their property is the subject.

     Item 2.   Changes in Securities - Not applicable.

     Item 3.   Defaults Upon Senior Securities - Not applicable.

     Item 4.   Submission of Matters to a Vote of Security Holders - Not
               applicable.

     Item 5.   Other Information - Not applicable.

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

     (a)       Exhibits:

               27 - Financial Data Schedule

     b.        Form 8-K:

               Not applicable.
















                                       22


<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:   November 10, 2000









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