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, 2002
                                     ------------------

                                       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
                                                    ---    ---

The number of shares of the registrant's  common stock outstanding as of October
31, 2002 was 6,106,703 shares, $0.01 par value per share.


<PAGE>

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

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
         Item 1.  Financial Statements (unaudited)

<S>                                                                                                                              <C>
         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 ............................................................................................   11

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

         Overview ...........................................................................................................   12
         Results of Operations ..............................................................................................   12
         Liquidity and Interest Rate Sensitivity ............................................................................   15
         Earning Assets .....................................................................................................   18
         Funding Sources ....................................................................................................   22
         Capital Resources ..................................................................................................   22
         Critical Accounting Policies .......................................................................................   23

         Item 3.  Quantitative and Qualitative Disclosure About Market Risk .................................................   23

         Item 4.  Controls and Procedures ...................................................................................   24

PART II - OTHER INFORMATION
         Item 1.  Legal Proceedings .........................................................................................   25

         Item 2.  Changes in Securities .....................................................................................   25

         Item 3.  Defaults Upon Senior Securities ...........................................................................   25

         Item 4.  Submission of Matters to a Vote of Security Holders .......................................................   25

         Item 5.  Other Information .........................................................................................   25

         Item 6.  Exhibits and Reports on Form 8-K ..........................................................................   25

         SIGNATURES AND CERTIFICATIONS
</TABLE>

                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                                                                                        September 30,   December 31,
                                    ASSETS                                                                   2002            2001
                                                                                                        -------------   ------------
                                                                                                         (Unaudited)
Cash and cash equivalents:                                                                                        (thousands)
<S>                                                                                                       <C>            <C>
     Cash and due from banks                                                                              $  19,468      $  17,993
     Federal funds sold                                                                                       2,125          2,100
     Interest-bearing deposits in other banks                                                                   373            584
                                                                                                          ---------      ---------
       Total cash and cash equivalents                                                                       21,966         20,677

Investment securities available for sale                                                                     52,280         33,003
Investment securities held to maturity                                                                        1,129          4,060
Loans:
     Commercial, financial and agricultural                                                                 333,556        280,453
     Real estate - mortgage                                                                                 149,371        147,973
     Real estate - construction                                                                              51,434         41,064
     Installment and consumer                                                                                39,406         42,157
                                                                                                          ---------      ---------
       Total loans, net of unearned income                                                                  573,767        511,647
Less:  Allowance for loan losses                                                                             (6,045)        (5,205)
                                                                                                          ---------      ---------
       Net loans                                                                                            567,722        506,442

Loans held for sale                                                                                           6,423          9,908
Premises and equipment, net                                                                                  25,254         26,167
Intangible assets, net                                                                                        6,241          6,802
Other assets                                                                                                  5,845          4,962
                                                                                                          ---------      ---------
         TOTAL ASSETS                                                                                     $ 686,860      $ 612,021
                                                                                                          =========      =========
                      LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
     Non-interest bearing demand                                                                          $  80,572      $  72,859
     Savings, NOW and money market                                                                          221,224        191,495
     Time under $100,000                                                                                    163,187        152,986
     Time $100,000 and over                                                                                 148,047        115,551
                                                                                                          ---------      ---------
       Total deposits                                                                                       613,030        532,891
Securities sold under repurchase agreements and federal funds purchased                                       9,014         18,148
Other borrowings                                                                                             10,000         10,000
Other liabilities                                                                                             5,229          4,313
                                                                                                          ---------      ---------
       Total liabilities                                                                                    637,273        565,352
                                                                                                          ---------      ---------
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,
     6,106,703 shares issued and outstanding at September 30, 2002 and
     6,106,453 shares issued and outstanding at December 31, 2001                                                61             61
Additional paid-in capital                                                                                   30,644         30,533
Retained earnings                                                                                            18,638         15,749
Accumulated other comprehensive income, net of taxes                                                            244            326
                                                                                                          ---------      ---------
       Total shareholders' equity                                                                            49,587         46,669
                                                                                                          ---------      ---------
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                       $ 686,860      $ 612,021
                                                                                                          =========      =========
</TABLE>
      See accompanying notes to unaudited consolidated financial statements

                                       3

<PAGE>

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                        Three Months Ended
                                                                                                          September 30,
                                                                                                     2002                   2001
                                                                                                     ----                   ----
                                                                                                            (thousands)
Interest Income
<S>                                                                                              <C>                    <C>
    Interest and fees on loans                                                                   $   10,119             $    9,902
    Interest on investment securities available for sale                                                552                    460
    Interest on investment securities held to maturity                                                   24                     90
    Interest on federal funds sold                                                                       11                     66
    Interest on interest-bearing deposits                                                                10                      6
                                                                                                 ----------             ----------
      Total interest income                                                                          10,716                 10,524

Interest Expense
    Interest on deposits                                                                              3,733                  4,795
    Interest on repurchases and federal funds purchased                                                  50                    121
    Interest on other borrowings                                                                        165                    276
                                                                                                 ----------             ----------
      Total interest expense                                                                          3,948                  5,192
                                                                                                 ----------             ----------
        Net interest income                                                                           6,768                  5,332

Provision for Loan Losses                                                                               600                    550
                                                                                                 ----------             ----------
    Net interest income after provision for loan losses                                               6,168                  4,782

Non-Interest Income
    Service charges                                                                                     823                    743
    Secondary market mortgage sales                                                                     568                    491
    Other fees and charges                                                                              161                    138
                                                                                                 ----------             ----------
      Total non-interest income                                                                       1,552                  1,372

Non-Interest Expense
    Salaries and employee benefits                                                                    2,828                  2,530
    Occupancy and equipment expenses                                                                    882                    825
    Other operating expenses                                                                          1,645                  1,842
                                                                                                 ----------             ----------
      Total non-interest expense                                                                      5,355                  5,197
                                                                                                 ----------             ----------

Income before income taxes                                                                            2,365                    957
    Provision for income taxes                                                                          888                    333
                                                                                                 ----------             ----------

NET INCOME                                                                                       $    1,477             $      624
                                                                                                 ==========             ==========

Earnings Per Share (Note 3):

    Basic earnings per share                                                                     $     0.24             $     0.10
                                                                                                 ==========             ==========
    Weighted average shares outstanding                                                           6,104,021              6,097,248
                                                                                                 ==========             ==========

    Diluted earnings per share                                                                   $     0.24             $     0.10
                                                                                                 ==========             ==========
    Diluted weighted average shares outstanding                                                   6,213,422              6,210,072
                                                                                                 ==========             ==========

Dividends Per Share                                                                              $     0.05             $     0.05
                                                                                                 ==========             ==========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                           Nine Months Ended
                                                                                                             September 30,
                                                                                                     2002                   2001
                                                                                                 --------------      ---------------
                                                                                                              (thousands)
Interest Income
<S>                                                                                                <C>                    <C>
    Interest and fees on loans                                                                     $   29,019             $   28,349
    Interest on investment securities available for sale                                                1,399                  1,439
    Interest on investment securities held to maturity                                                     95                    305
    Interest on federal funds sold                                                                         54                     94
    Interest on interest-bearing deposits                                                                  15                      8
                                                                                                   ----------             ----------
      Total interest income                                                                            30,582                 30,195

Interest Expense
    Interest on deposits                                                                               10,910                 13,438
    Interest on repurchases and federal funds purchased                                                   158                    480
    Interest on other borrowings                                                                          489                  1,142
                                                                                                   ----------             ----------
      Total interest expense                                                                           11,557                 15,060
                                                                                                   ----------             ----------
        Net interest income                                                                            19,025                 15,135

Provision for Loan Losses                                                                               1,625                  1,450
                                                                                                   ----------             ----------
    Net interest income after provision for loan losses                                                17,400                 13,685

Non-Interest Income
    Service charges                                                                                     2,385                  2,138
    Secondary market mortgage sales                                                                     1,562                  1,237
    Other fees and charges                                                                                509                    453
                                                                                                   ----------             ----------
      Total non-interest income                                                                         4,456                  3,828

Non-Interest Expense
    Salaries and employee benefits                                                                      8,354                  7,507
    Occupancy and equipment expenses                                                                    2,538                  2,221
    Other operating expenses                                                                            4,926                  4,590
                                                                                                   ----------             ----------
      Total non-interest expense                                                                       15,818                 14,318
                                                                                                   ----------             ----------

Income before income taxes                                                                              6,038                  3,195
    Provision for income taxes                                                                          2,233                  1,118
                                                                                                   ----------             ----------

NET INCOME                                                                                         $    3,805             $    2,077
                                                                                                   ==========             ==========

Earnings Per Share (Note 3):

    Basic earnings per share                                                                       $     0.62             $     0.34
                                                                                                   ==========             ==========
    Weighted average shares outstanding                                                             6,100,368              6,096,582
                                                                                                   ==========             ==========

    Diluted earnings per share                                                                     $     0.61             $     0.33
                                                                                                   ==========             ==========
    Diluted weighted average shares outstanding                                                     6,189,081              6,212,878
                                                                                                   ==========             ==========

Dividends Per Share                                                                                $     0.15             $     0.15
                                                                                                   ==========             ==========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       5
<PAGE>


                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                              Nine Months Ended
                                                                                                                 September 30,
                                                                                                            2002             2001
                                                                                                          ---------       ---------
                                                                                                                (thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                                       <C>             <C>
Net income                                                                                                $   3,805       $   2,077
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
    Depreciation and amortization                                                                             1,864           1,408
    Provision for loan loss                                                                                   1,625           1,450
    Investment securities amortization (accretion), net                                                         150              (5)
    Non-cash compensation                                                                                       -                17
    Net proceeds from (origination of) loans held for sale                                                    3,485          (9,613)
    Changes in assets and liabilities:
       Other assets                                                                                          (1,407)           (664)
       Other liabilities                                                                                        915             910
                                                                                                          ---------       ---------
          Net cash provided by (used in) operating activities                                                10,437          (4,420)
                                                                                                          ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities available for sale                                                       (32,483)        (30,876)
Proceeds from maturities of securities available for sale                                                     5,466          21,798
Proceeds from maturities of securities held to maturity                                                         -                 3
Proceeds from called securities available for sale                                                            8,140          10,000
Proceeds from called securities held to maturity                                                              2,930           1,998
Net increase in loans                                                                                       (62,905)       (106,486)
Purchases of premises and equipment                                                                            (390)         (3,065)
Branches acquired from Republic Bank                                                                            -            42,279
                                                                                                          ---------       ---------
          Net cash used in investing activities                                                             (79,242)        (64,349)
                                                                                                          ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits                                                                                     80,139          92,702
Net decrease in securities sold under repurchase agreements
   and federal funds purchased                                                                               (9,134)         (5,385)
Net decrease in FHLB advances                                                                                   -           (18,000)
Cash dividends                                                                                                 (915)           (915)
Repurchase of common stock                                                                                     (100)           (152)
Proceeds from exercise of stock options                                                                         104              10
                                                                                                          ---------       ---------
 Net cash provided by financing activities                                                                   70,094          68,260
                                                                                                          ---------       ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                          1,289            (509)

CASH AND CASH EQUIVALENTS, beginning of period                                                               20,677          20,898
                                                                                                          ---------       ---------

CASH AND CASH EQUIVALENTS, end of period                                                                  $  21,966       $  20,389
                                                                                                          =========       =========
SUPPLEMENTAL DISCLOSURES:
          Interest paid                                                                                   $  12,590       $  14,041
                                                                                                          =========       =========

          Income taxes paid                                                                               $   2,266       $   1,479
                                                                                                          =========       =========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       6
<PAGE>

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2002
                                   (Unaudited)

Note 1. Basis of Presentation and Accounting Policies
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 accounting  principles generally
accepted in the United  States of America.  In the opinion of  management,  such
financial  statements  reflect  all  adjustments   (consisting  only  of  normal
recurring adjustments) necessary for a fair statement of the financial position,
results  of  operations  and  cash  flows  for the  interim  periods  presented.
Operating  results  for  the  nine  months  ended  September  30,  2002  are not
necessarily  indicative  of the results that may be expected for the year ending
December  31,  2002.  Management's  discussion  and  analysis  should be read in
conjunction  with the  consolidated  financial  statements.  Certain amounts and
captions  relating  to 2001 have been  reclassified  to conform to current  year
presentation.

Accounting  policies  followed in the presentation of interim  financial results
are  presented  in Note 2 of CNB  Florida  Bancshares,  Inc.'s  (the  "Company")
audited  consolidated  financial  statements  included in Form 10-K for the year
ended December 31, 2001.

Note 2. Consolidation
The consolidated  financial  statements  include the accounts of the Company 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 the weighted  average number of
shares of common stock outstanding 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  that  have a  diluted  effect  on  earnings  per  share.  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 outstanding during the periods ended
September 30, 2002 and 2001.

The  following  table sets forth the  computation  of earnings per share for the
each of the three and nine month periods ended September 30, 2002 and 2001.

                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                                           Three Months Ended                Nine Months Ended
                                                                  September 30,      September 30,     September 30,   September 30,
                                                                      2002              2001              2002             2001
                                                                      ----              ----              ----             ----
Numerator:
<S>                                                                 <C>               <C>               <C>               <C>
   Net income                                                       $    1,477        $      624        $    3,805        $    2,077
   Preferred stock dividends                                               -                 -                 -                 -
                                                                    ----------        ----------        ----------        ----------
   Numerator for basic earnings per share
      Income to common shareholders                                      1,477               624             3,805             2,077
                                                                    ----------        ----------        ----------        ----------
   Effect of dilutive securities:
      Preferred stock dividends                                            -                 -                 -                 -
                                                                    ----------        ----------        ----------        ----------
   Numerator for diluted earnings per share
      Income available to common shareholders                       $    1,477        $      624        $    3,805        $    2,077
                                                                    ==========        ==========        ==========        ==========

Denominator:
   Denominator for basic earnings per share
      Weighted-average shares                                        6,104,021         6,097,248         6,100,368         6,096,582
   Effect of dilutive securities:
      Common stock options                                             109,401           112,824            88,713           116,296
                                                                    ----------        ----------        ----------        ----------
   Dilutive potential common shares                                    109,401           112,824            88,713           116,296
                                                                    ----------        ----------        ----------        ----------
   Denominator for diluted earnings per share
      Adjusted weighted average shares                               6,213,422         6,210,072         6,189,081         6,212,878
                                                                    ==========        ==========        ==========        ==========

Basic earnings per share                                            $     0.24        $     0.10        $     0.62        $     0.34
                                                                    ==========        ==========        ==========        ==========

Diluted earnings per share                                          $     0.24        $     0.10        $     0.61        $     0.33
                                                                    ==========        ==========        ==========        ==========
</TABLE>


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 months ended September 30, 2002 and 2001.

<TABLE>
<CAPTION>
                                                                           Three Months Ended              Nine Months Ended
                                                                      September 30,  September 30,   September 30,  September 30,
                                                                          2002           2001            2002           2001
                                                                      -------------  -------------   -------------  -------------
Unrealized gain (loss) recognized in other
comprehensive income (net):
<S>                                                                     <C>             <C>             <C>             <C>
   Available for sale securities                                        $   385         $   241         $   545         $   908
   Interest rate swap designated as cash flow hedge                        (450)            -              (676)            -
                                                                        -------         -------         -------         -------
   Total unrealized gains (loss) before income taxes                        (65)            241            (131)            908
   Income taxes                                                             (24)             90             (49)            339
                                                                        -------         -------         -------         -------
       Net of tax                                                       $   (41)        $   151         $   (82)        $   569
                                                                        =======         =======         =======         =======

Amounts reported in net income:
   Gain on called securities                                            $     4         $   -           $     4         $   -
   Interest rate swap designated as cash flow hedge                         (74)            -              (214)            -
   Net amortization (accretion)                                              59             -               150              (5)
                                                                        -------         -------         -------         -------
   Reclassification adjustment                                              (11)            -               (60)             (5)
   Income taxes                                                               4             -                22               2
                                                                        -------         -------         -------         -------
       Reclassification adjustment, net of tax                          $    (7)        $   -           $   (38)        $    (3)
                                                                        =======         =======         =======         =======

Amounts reported in other comprehensive income:
   Net unrealized  gain (loss) arising during period,  net of tax       $   (48)        $   151         $  (120)        $   566
   Reclassification adjustment, net of tax                                    7             -                38               3
                                                                        -------         -------         -------         -------
   Unrealized  gain (loss) arising  during period,  net of tax              (41)            151             (82)            569
   Net income                                                             1,477             624           3,805           2,077
                                                                        -------         -------         -------         -------
      Total comprehensive income                                        $ 1,436         $   775         $ 3,723         $ 2,646
                                                                        =======         =======         =======         =======
</TABLE>

                                       8
<PAGE>

Note 5.  Recent Accounting Pronouncements
In June 2001, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 142 requires, among
other  things,  the   discontinuance  of  goodwill   amortization  and  includes
provisions for reassessment of the useful lives of existing  intangibles and the
identification  of reporting  units for purposes of assessing  potential  future
impairments  of  goodwill.  Consequently,  there  was no  goodwill  amortization
recorded during the nine months ended  September 30, 2002. The Company  recorded
goodwill amortization expense of $52,000 for the nine months ended September 30,
2001. The carrying value of goodwill was $646,000 at September 30, 2002.

The Company's only other intangible  assets consist of core deposit  intangibles
that  are  being  amortized  over  their  estimated  useful  life  of 10  years.
Amortization  expense  related to core  deposit  intangibles  was  $187,000  and
$561,000 for the three and nine months ended September 30, 2002 and $181,000 and
$287,000  for  the   corresponding   2001   periods,   respectively.   Estimated
amortization  expense on core deposit  intangibles  for the years ended December
31, 2002 through December 31, 2007 are as follows:

              December 31, 2002             $746,000
              December 31, 2003             $712,000
              December 31, 2004             $638,000
              December 31, 2005             $638,000
              December 31, 2006             $634,000
              December 31, 2007             $631,000

The gross carrying value and  accumulated  amortization  related to core deposit
intangibles   was  $7.6  million  and  $2.0  million  at  September   30,  2002,
respectively.

SFAS 142 also requires the Company to complete a two-step  transitional goodwill
impairment  test.  The first step of the  impairment  test must be completed six
months from the date of adoption  and the second step must be  completed as soon
as possible,  but no later than the end of the year of initial application.  The
Company  adopted the  provisions of SFAS 142 on January 1, 2002. The adoption of
this  standard  did not have a  material  impact on the  financial  position  or
results of operations  of the Company.  The Company  completed the  transitional
goodwill  impairment  test during the first quarter of 2002 and determined  that
goodwill at transition was not impaired. In addition,  the remaining useful life
of  the  core  deposit  intangible  asset  was  reviewed  and  considered  to be
appropriate.

In June  2001,  the FASB  issued  SFAS  143,  Accounting  for  Asset  Retirement
Obligations ("SFAS 143"). SFAS 143 addresses financial  accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the  associated  asset  retirement  costs.   Although  earlier   application  is
encouraged,  SFAS 143 is effective  for financial  statements  issued for fiscal
years beginning  after June 15, 2002. The Company  believes the adoption of SFAS
143 will not have a significant impact on the Company's  consolidated  financial
statements.

In August  2001,  the FASB issued SFAS 144,  Accounting  for the  Impairment  or
Disposal of  Long-Lived  Assets  ("SFAS  144").  SFAS 144  supersedes  SFAS 121,
Accounting for the Impairment of Long-Lived  Assets and for Long-Lived Assets to
Be Disposed  Of, and the  accounting  and  reporting  provisions  of  Accounting
Principles Board Opinion No. 30, Reporting the Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business  and  Extraordinary,  Unusual
and  Infrequently  Occurring  Events  and  Transactions.  SFAS 144  also  amends
Accounting  Research  Bulletin No. 51,  Consolidated  Financial  Statements,  to
eliminate the exception to  consolidation  for a subsidiary for which control is
likely to be  temporary.  The  provisions  of this  Statement  are effective for
financial  statements issued for fiscal years beginning after December 15, 2001,
and interim periods within those fiscal years.  The adoption of SFAS 144 did not
have a significant impact on the Company's consolidated financial statements.

In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4, 44
and 64,  Amendment of SFAS 13, and Technical  Corrections  as of May 2002 ("SFAS
145"). SFAS 145 rescinds SFAS 4, Reporting Gains and Losses from  Extinguishment
of Debt, and an amendment of that Statement,  SFAS 64,  Extinguishments  of Debt
Made to Satisfy  Sinking-Funds  Requirements.  SFAS 145 also  rescinds  SFAS 44,
Accounting  for  Intangible  Assets  of  Motor  Carriers  and  amends  SFAS  13,
Accounting  for Leases,  to  eliminate  an  inconsistency  between the  required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback  transactions.  SFAS 145 is  generally  effective  for  financial


                                       9
<PAGE>

statements  issued for fiscal years  beginning  after May 15, 2002.  The Company
believes  the  adoption  of SFAS 145 will not have a  significant  impact on the
Company's consolidated financial statements.

In June 2002,  the FASB issued SFAS 146,  Accounting for Costs  Associated  with
Exit  or  Disposal   Activities  ("SFAS  146").  SFAS  146  addresses  financial
accounting and reporting for costs  associated with exit or disposal  activities
and nullifies Emerging Issues Task Force Issue No. 94-3,  Liability  Recognition
for Certain  Employee  Termination  Benefits and Other Costs to Exit an Activity
(including  Certain Costs Incurred in a  Restructuring).  The provisions of this
Statement are effective for exit or disposal activities that are initiated after
December 31, 2002. The Company believes the adoption of SFAS 146 will not have a
significant impact on the Company's consolidated financial statements.

In October 2002,  the FASB issued SFAS 147,  Acquisitions  of Certain  Financial
Institutions  - an  amendment  of  FASB  Statements  No.  72 and  144  and  FASB
Interpretation  No. 9 ("SFAS 147").  SFAS 147 removes  acquisitions of financial
institutions  from  the  scope of both  Statement  72 and  Interpretation  9 and
requires  that those  transactions  be  accounted  for in  accordance  with FASB
Statements  No. 141,  Business  Combinations,  and No. 142,  Goodwill  and Other
Intangible Assets.  SFAS 147 also amends FASB Statement No. 144,  Accounting for
the  Impairment  or  Disposal  of  Long-Lived  Assets,  to  include in its scope
long-term customer-relationship intangible assets of financial institutions such
as depositor- and borrower-relationship  intangible assets and credit cardholder
intangible  assets.  The provisions of SFAS 147 relating to the  acquisitions of
certain financial institutions, is effective for acquisitions for which the date
of the  acquisition  is on or after October 1, 2002.  The provisions of SFAS 147
relating to  accounting  for the  impairment  or  disposal of certain  long-term
customer-relationship  intangible  assets  are  effective  on  October  1, 2002.
Transition provisions for previously recognized unidentifiable intangible assets
are  effective  on October 1, 2002,  with  earlier  application  permitted.  The
Company believes the adoption of SFAS 147 will not have a significant  impact on
the Company's consolidated financial statements.

                                       10
<PAGE>

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                             Selected Financial Data

<TABLE>
<CAPTION>
                                                                                                      Nine Months Ended
                                                                                                         September 30,
                                                                                               2002                        2001
                                                                                            ------------               ------------
Dollars in thousands except per share information.
====================================================================================================================================
SUMMARY OF OPERATIONS:
<S>                                                                                          <C>                       <C>
Total interest income                                                                        $    30,582               $    30,195
Total interest expense                                                                           (11,557)                  (15,060)
                                                                                             -----------               -----------
Net interest income                                                                               19,025                    15,135
Provision for loan losses                                                                         (1,625)                   (1,450)
                                                                                             -----------               -----------
Net interest income after provision for loan losses                                               17,400                    13,685
Non-interest income                                                                                4,456                     3,828
Non-interest expense                                                                             (15,818)                  (14,318)
                                                                                             -----------               -----------
Income before taxes                                                                                6,038                     3,195
Income taxes                                                                                      (2,233)                   (1,118)
                                                                                             -----------               -----------
Net income                                                                                   $     3,805               $     2,077
                                                                                             ===========               ===========

====================================================================================================================================
PER COMMON SHARE:
Basic earnings                                                                               $      0.62               $      0.34
Diluted earnings                                                                                    0.61                      0.33
Book value                                                                                          8.12                      7.60
Dividends                                                                                           0.15                      0.15
Actual shares outstanding                                                                      6,106,703                 6,085,077
Weighted average shares outstanding                                                            6,100,368                 6,096,582
Diluted weighted average shares outstanding                                                    6,189,081                 6,212,878

====================================================================================================================================
KEY RATIOS:
Return on average assets                                                                            0.79%                     0.52%
Return on average shareholders' equity                                                             10.54                      6.10
Dividend payout                                                                                    24.19                     44.11
Efficiency ratio                                                                                   67.37                     75.50
Total risk-based capital ratio                                                                      8.69                      8.94
Average shareholders' equity to average assets                                                      7.49                      8.47
Tier 1 leverage                                                                                     6.42                      6.66

====================================================================================================================================
FINANCIAL CONDITION AT PERIOD-END:
Assets                                                                                       $   686,860               $   601,792
Loans                                                                                            573,767                   498,311
Deposits                                                                                         613,030                   522,754
Shareholders' equity                                                                              49,587                    46,242

====================================================================================================================================
</TABLE>

                                       11
<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 month  periods  ended  September 30, 2002 and
2001.  This  financial  information  should  be read  in  conjunction  with  the
unaudited  consolidated financial statements of the Company and its wholly owned
subsidiary,  CNB National  Bank ("the  Bank"),  included in Item 1. of this Form
10-Q and the audited consolidated financial statements included in Form 10-K for
the  year  ended  December  31,  2001.  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 the  interest  rate
environment that may reduce margins,  general economic or business conditions in
the Company's  markets that lead to a deterioration in credit quality or reduced
loan demand,  legislative or regulatory  changes and  competitors of the Company
that may have greater financial  resources and develop products or services that
enable such  competitors to compete more  successfully  than the Company.  Other
factors  that may  cause  actual  results  to  differ  from the  forward-looking
statements include customer acceptance of new products and services,  changes in
customer  spending and saving habits and the Company's success in managing costs
associated with expansion.  Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. 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  earnings for the three month period ended September 30, 2002
were $1.5 million,  or $0.24 per diluted share,  compared to $624,000,  or $0.10
per diluted  share,  in the third  quarter of 2001.  For the nine  months  ended
September  30,  2002,  net income was $3.8  million or $0.61 per diluted  share,
compared to $2.1  million,  or $0.33 per diluted share for the  comparable  2001
period.  Total assets increased to $686.9 million at September 30, 2002 compared
to $601.8 million at September 30, 2001, an increase of 14%.  Total  outstanding
loans  and  deposits  rose 15% and 17% to $573.8  million  and  $613.0  million,
respectively,  at  September  30, 2002 from $498.3  million and $522.8  million,
respectively, at the same period in 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.  The Company's  primary
objective  is to manage its  assets  and  liabilities  to  provide  the  largest
possible  amount  of income  while  balancing  interest  rate,  credit  quality,
liquidity and capital risks.  Net interest income was $19.0 million for the nine
month  period  ended  September  30,  2002,  compared  to $15.1  million for the
comparable period in 2001, an increase of 26%. The increase was primarily due to
loan and securities  growth,  improved rates and spreads and higher  transaction
account deposit  balances.  These  increases were partially  offset by growth in
time deposits.

     Total average earning assets  increased  $107.0  million,  or 22% to $590.5
million in 2002,  compared to $483.4 million in 2001. The primary driver of this
increase  was an  increase  in the  average  balance of loans of $99.5  million.
Increases in time, money market and other interest bearing  deposits,  including
those  accounts  acquired  from  Republic  Bank  in  May  2001,  were  the  main
contributors in the $88.1 million,  or 21%, growth in average  interest  bearing
liabilities.

     Net interest margin  increased to 4.31% for the nine months ended September
30, 2002  compared to 4.19% for the same period in 2001.  The increase is due to
loan growth and improved spreads on loans and time deposits.  These improvements
were partially offset by lower spreads on transaction  account deposit balances.
Total  earning  asset  yields  decreased to 6.92% in 2002 from 8.35% in 2001 and
rates on interest-bearing  liabilities  decreased to 3.01% in 2002 from 4.74% in
2001.  The decline in earning asset yields is reflective of a drop in the Bank's
prime  rate of 475  basis  points  during  2001  and a  stagnant  interest  rate
environment during 2002. The lower rates on interest bearing liabilities reflect
a change in funding mix away from  higher-cost  sources to lower cost  deposits,
coupled with the lower interest rate  environment.  During the first nine months
of 2002, the Company  benefited from a reduction in funding costs as higher-rate
certificates  of deposit  matured and rolled over at lower  rates.

                                       12
<PAGE>

     The  positive  impact of this  benefit  is  expected  to  decline  over the
remainder of 2002 as the spread between  maturing  deposits and current interest
rates is compressed. 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, 2002 and 2001.

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

                                                      Nine Months Ended                    Nine Months Ended
                                                      September 30, 2002                   September 30, 2001
                                              --------------------------------    ------------------------------------
                                                           Interest                             Interest
                                               Average     Income or   Average    Average       Income or     Average
                                               Balance     Expense      Rate      Balance       Expense        Rate
                                               -------     -------      ----      -------       -------        ----
                                                                        (dollars in thousands)
ASSETS:
<S>                                           <C>          <C>          <C>      <C>            <C>            <C>
  Federal funds sold                          $  4,337     $     54     1.66%    $  3,178       $     94       3.96%
  Investment securities
    available for sale                          42,500        1,399     4.40       32,248          1,439       5.97
  Investment securities
    held to maturity                             2,113           95     6.01        6,659            305       6.12
  Loans (1)                                    540,500       29,019     7.18      441,001         28,349       8.59
  Interest bearing deposits                      1,021           15     1.96          346              8       3.09
                                              --------     --------     ----     --------       --------       ----

TOTAL EARNING ASSETS                           590,471       30,582     6.92      483,432         30,195       8.35
  All other assets                              54,372                             54,284
                                              --------                           --------

TOTAL ASSETS                                  $644,843                           $537,716
                                              ========                           ========

LIABILITIES AND
  SHAREHOLDERS' EQUITY:
  NOW and money markets                       $186,829     $  2,504     1.79%    $140,193       $  3,018       2.88%
  Savings                                       21,795          122     0.75       18,218            158       1.16
  Time deposits                                280,672        8,284     3.95      224,638         10,262       6.11
  Repurchases and federal
     funds purchased                            13,964          158     1.51       14,725            480       4.36
 Short term borrowings                               -            -        -       27,344          1,142       5.58
 Other borrowings                               10,000          489     6.54            -              -          -
                                              --------     --------     ----     --------       --------       ----
TOTAL INTEREST BEARING
  LIABILITIES                                  513,260       11,557     3.01      425,118         15,060       4.74
  Demand deposits                               78,181                             60,654
  Other liabilities                              5,117                              6,400
  Shareholders' equity                          48,285                             45,544
                                              --------                           --------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                        $644,843                           $537,716
                                              ========                           ========
                                                                        ----                                   -----
INTEREST SPREAD (2)                                                     3.91%                                  3.61%
                                                                        ====                                   ====
                                                           --------                             --------
NET INTEREST INCOME                                        $ 19,025                             $ 15,135
                                                           ========                             ========

NET INTEREST MARGIN (3)                                                 4.31%                                  4.19%
                                                                        ====                                   ====

----------
<FN>
(1)  Interest  income on average loans includes loan fee recognition of $380,000
     and $804,000 in 2002 and 2001, respectively.
(2)  Represents the average rate earned minus average rate paid.
(3)  Represents net interest income divided by total earning assets.
</FN>
</TABLE>

                                       13
<PAGE>


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

                                                         NET CHANGE SEPTEMBER 30,               NET CHANGE SEPTEMBER 30,
                                                        2001-2002 ATTRIBUTABLE TO:             2000-2001 ATTRIBUTABLE TO:
                                                        --------------------------             --------------------------
                                                                                   Net                                    Net
                                                    Volume (1)     Rate (2)      Change       Volume (1)     Rate (2)      Change
                                                    ----------     --------      ------       ----------     --------      ------
                                                                                     (thousands)
INTEREST INCOME:
<S>                                                   <C>          <C>          <C>             <C>          <C>          <C>
   Federal funds sold                                 $    34      $   (74)     $   (40)        $   (35)     $   (48)     $   (83)
   Investment securities available for sale               457         (497)         (40)            (62)         (92)        (154)
   Investment securities held to maturity                (208)          (2)        (210)           (155)          16         (139)
   Loans                                                6,378       (5,708)         670           9,377       (1,638)       7,739
   Interest bearing deposits                               16           (9)           7             (40)          (9)         (49)
                                                      -------      -------      -------         -------      -------      -------
      Total                                             6,677       (6,290)         387           9,085       (1,771)       7,314
                                                      -------      -------      -------         -------      -------      -------



INTEREST EXPENSE:
   NOW and money markets                                1,004       (1,518)        (514)            781         (461)         320
   Savings                                                 31          (67)         (36)              8          (30)         (22)
   Time deposits                                        2,560       (4,538)      (1,978)          3,363          605        3,968
   Repurchases and federal funds
     purchased                                             (9)        (313)        (322)            192          (90)         102
   Short term borrowings                                    -            -            -             811         (237)         574
   Other borrowings                                      (726)          73         (653)              -            -
                                                      -------      -------      -------         -------      -------      -------
      Total                                             2,860       (6,363)      (3,503)          5,155         (213)       4,942
                                                      -------      -------      -------         -------      -------      -------
         Net interest income                          $ 3,817      $    73      $ 3,890         $ 3,930      $(1,558)     $ 2,372
                                                      =======      =======      =======         =======      =======      =======

----------
<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 three and nine months ended September 30, 2002
increased  $180,000,  or 13%,  and  $628,000,  or 16%,  respectively,  from  the
comparable  periods  in 2001.  The  increases  in both the three and nine  month
periods were primarily  attributed to fees associated with the increased deposit
base and secondary  market  mortgage loan sales.  Income from  secondary  market
mortgage loan sales is highly dependent on mortgage loan origination volumes and
the overall level of mortgage loan activity. Service charges on deposit accounts
increased  $247,000,  or 12%,  for the nine  months  ended  September  30,  2002
compared  to the same  period in 2001.  Secondary  market  mortgage  loan  sales
increased  $325,000,  or 26%,  for the nine  months  ended  September  30,  2002
compared to the same period in 2001.  Other fee income,  which  includes  credit
card fees,  credit life insurance  income,  safe deposit box fees, net gains and
losses from sale of securities and other miscellaneous fees,  increased $56,000,
or 12%,  for the nine month  period  ended  September  30, 2002  compared to the
comparable 2001 period.

     Non-interest  income,  annualized,  as a percentage  of average  assets was
0.92% for the nine months ended  September  30, 2002,  compared to 0.95% for the
comparable period in 2001.

Non-Interest Expense

     Non-interest  expense was $5.4 million and $15.8  million for the three and
nine month periods  ended  September 30, 2002 compared to $5.2 million and $14.3
million  for  the  respective   2001  periods,   an  increase  of  3%  and  10%,
respectively.  This increase is primarily attributable to higher personnel costs
resulting from investments in the Company's  production and operational platform


                                       14
<PAGE>

during the last three years. Annualized, non-interest expense as a percentage of
average  assets was 3.28% for the nine month  period ended  September  30, 2002,
compared to 3.56% for the 2001 comparable period,  reflecting the realization of
efficiencies  gained  through the expansion of our  production  and  operational
platform.  Salaries  and  employee  benefits  increased  $847,000 or 11% to $8.4
million for the 2002 nine month  period,  compared to $7.5  million for the same
period in 2001.  As a  percentage  of average  assets  annualized,  salaries and
employee benefits decreased to 1.73% from 1.87%, for the nine month period ended
September  30,  2002  and  2001,  respectively.   Average  full-time  equivalent
employees  increased by eight to 257 from  September  30, 2001 to September  30,
2002.

     Occupancy expense (including premises,  furniture,  fixtures and equipment)
increased  in the three and nine month  periods of 2002 by  $57,000,  or 7%, and
$317,000,  or 14%,  respectively,  over the  comparable  periods  in  2001.  The
increase is primarily  attributable to costs associated with the two new de novo
branches in the First Coast  Division and the purchase of the two branches  from
Republic Bank in May 2001.

     Other operating expenses increased $336,000,  or 7%, in the 2002 nine month
period  compared to the same period in 2001.  The  following  table  details the
areas of significance in other operating expenses.

                        Table 2: Other Operating Expenses

                                        Nine Months Ended September 30,
                                            2002           2001
                                            ----           ----

                                                (thousands)
Data processing                           $  990         $  810
Telephone                                    572            430
Amortization of intangible assets            561            339
Legal and professional                       544            324
Postage and delivery                         532            495
Advertising and promotion                    361            437
Supplies                                     320            427
Regulatory fees                              177            167
Loan expenses                                130            191
Administrative                               124            155
Education expense                             96             78
Other general operating                       79             50
Dues and subscriptions                        70             66
Directors fees                                65             56
Insurance and bonding                         56             80
Other                                        249            485
                                          ------         ------
Total other operating expenses            $4,926         $4,590
                                          ======         ======

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  annual
effective tax rate for 2002 is approximately 35%.

LIQUIDITY AND INTEREST RATE SENSITIVITY

     Liquidity  is defined as the  ability  of the  Company to meet  anticipated
demands  for  funds  under  credit  commitments  and  deposit  withdrawals  at a
reasonable cost on a timely basis.  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.  These funds can be obtained by
converting  assets to cash or by attracting new deposits.  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 $65.1
million and  represented 11% of average total deposits during the nine months of
2002, compared to $55.1 million and 12% for 2001. Average loans were 95% and 99%


                                       15
<PAGE>

of average deposits for the nine month period ended September 30, 2002 and 2001,
respectively.

     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 for the purchase of federal funds by the Company
from its principal correspondent banks. The Bank is also a member of the Federal
Home Loan Bank and has access to short-term  and long-term  funds.  In addition,
the Company has a $3 million line of credit with one of its correspondent banks.
The line of credit matures on June 30, 2003 with interest floating  quarterly at
3-month Libor plus 145 basis points.  There are no amounts outstanding on the $3
million line of credit.  The line of credit and the  Company's  $10 million term
loan are collateralized by 100% of the common stock of the Bank.

     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  instruments  and  instruments  that  are  approaching  maturity.
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 risk to the Company.

     The Company's  gap and liquidity  positions are reviewed on a regular basis
by management to determine whether or not changes in policies and procedures are
necessary to achieve financial goals.  This analysis includes  assumptions about
balance  sheet growth and related mix as well as pricing and  maturity  profile.
Included in the review is an internal  analysis  of the  possible  impact on net
interest income due to market changes in interest rates.  Based on this internal
analysis,  at September  30, 2002, a gradual  increase in interest  rates of 200
basis  points  would  have  increased  net  interest  income  over  the  ensuing
twelve-month  period by 3.12% as compared to a projection  under stable rates. A
gradual  decrease  in interest  rates of 200 basis  points over this same period
would have  decreased net interest  income by 3.56% as compared to a stable rate
environment.  A similar 200 basis point increase (decrease) would have decreased
(increased)   the  Bank's   market   value  of  equity  by  1.69%  and  (0.22)%,
respectively.  Market value of equity is defined as the  difference  between the
estimated  fair value of the Company's  assets less the estimated  fair value of
liabilities.  The computations of interest rate risk do not necessarily  include
certain actions that management may undertake to manage this risk in response to
anticipated changes in interest rates.

     Table 3, "Rate  Sensitivity  Analysis",  presents rate sensitive assets and
liabilities,  separating  the assets  and  liabilities  into fixed and  variable
interest rate categories.  The estimated fair value of each instrument  category
is also shown in the table.  While these fair  values 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,  2002,  the
estimated fair values would  necessarily  have been achieved at that date, since
market values may differ depending on various circumstances.





                                       16
<PAGE>



Table 3: Rate Sensitivity Analysis
 September 30, 2002
(dollars in thousands)

<TABLE>
                                                                                                                   Fair
                                     1 Year     2 Years    3 Years    4 Years    5 Years     Beyond     TOTAL      Value
INTEREST-EARNING ASSETS:
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Gross Loans
     Fixed rate loans               $ 90,935   $ 49,958   $ 40,382   $ 34,543   $ 46,513   $ 89,850   $352,181   $368,394
       Average interest rate            7.34%      7.60%      7.86%      7.78%      7.43%      7.24%      7.47%

     Variable rate loans              65,897     25,467     20,867     15,697     10,257     83,401    221,586    234,340
       Average interest rate            5.47%      5.61%      5.67%      5.91%      6.90%      7.60%      6.40%

Investment securities (1)
     Fixed rate investments            8,119     11,496      5,472     16,129          -      7,617     48,833     49,881
       Average interest rate            2.39%      5.79%      4.38%      4.42%                 4.77%      4.46%

     Variable rate investments             -          -          -          -          -        524        524        531
       Average interest rate                                                                   4.17%      4.17%

Federal funds sold                     2,125          -          -          -          -          -      2,125      2,125
       Average interest rate            1.77%                                                             1.77%

Other earning assets (2)               3,370          -          -          -          -          -      3,370      3,370
       Average interest rate            5.06%                                                             5.06%
                                    --------   --------   --------   --------   --------   --------   --------   --------

Total interest-earning assets       $170,446   $ 86,921     66,721   $ 66,369   $ 56,770   $181,392   $628,619   $658,641
       Average interest rate           6.27%       6.78%      6.89%      6.52%      7.33%      7.29%      6.82%
                                    ========   ========   ========   ========   ========   ========   ========   ========

INTEREST-BEARING LIABILITIES:

NOW                                 $ 64,188   $      -   $      -   $      -   $      -   $ 52,196   $ 116,384  $116,384
       Average interest rate            2.13%                                                  0.50%      1.40%

Money market                          78,312          -          -          -          -      4,468     82,780     82,780
       Average interest rate            2.51%                                                  1.57%      2.46%

Savings                                    -          -          -          -          -     22,060     22,060     22,060
       Average interest rate                                                                   0.75%      0.75%

CD's under $100,000                  112,004     21,101     22,771      6,919        392          -    163,187    165,164
       Average interest rate            3.09%      4.00%      4.14%      4.63%      4.99%                3.42%

CD's $100,000 and over               115,518     15,438     11,953      3,636      1,502          -    148,047    150,282
       Average interest rate            3.69%      4.22%      4.39%      4.95%      5.37%                 3.85%

Securities sold under
   repurchase agreements and
   federal funds purchased             9,014          -          -          -          -          -      9,014      9,014
       Average interest rate            1.45%                                                             1.45%

Other borrowings  (3)                      -          -          -          -     10,000          -     10,000     10,000
       Average interest rate                                                        3.56%                 3.56%
                                    --------   --------   --------   --------   --------   --------   --------   --------
Total interest-bearing liabilities  $379,036   $ 36,539   $ 34,724   $ 10,555   $ 11,894   $ 78,724   $551,472   $555,684
       Average interest rate            2.95%      4.09%      4.23%      4.74%      3.84%      0.63%      2.83%
                                    ========   ========   ========   ========   ========   ========   ========   ========

----------
<FN>
(1)  Securities  available for sale are shown at their amortized cost, excluding
     market value adjustment for net unrealized gains of $1,055,000.
(2)  Represents  interest  bearing  deposits  with Banks,  Federal  Reserve Bank
     Stock, Federal Home Loan Bank Stock and other marketable equity securities.
(3)  Other  borrowings  consists  of a term loan  maturing  October 3, 2006 that
     bears interest at 3-month Libor plus 170 basis points. The variable rate is
     reset quarterly.  The variable interest payments on the term loan are being
     hedged  through an interest rate swap.  Under the interest  rate swap,  the
     Company pays a fixed rate of interest of 6.45% and receives a floating rate
     of interest of 3-month Libor plus 170 basis points. Other terms of the swap
     mirror those of the term debt.  At September 30, 2002 the fair market value
     of the interest rate swap was approximately ($667,000).

</FN>
</TABLE>


                                       17
<PAGE>


     Core  deposits,  which  represent all deposits  other than time deposits in
excess of  $100,000,  were 76% of total  deposits at September  30,  2002,  down
slightly from 78% at December 31, 2001.  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 11, 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, 2002
                             (dollars in thousands)

                                                                          Amount
                                                                          ------
Three months or less                                                    $ 37,840
Three through six months                                                  27,313
Six through twelve months                                                 50,365
Over twelve months                                                        32,529
                                                                        --------
      Total                                                             $148,047
                                                                        ========

EARNING ASSETS

Loans

     Lending  activities  are the Company's  single  largest  source of revenue.
Although  management is continually  evaluating  alternative sources of revenue,
lending  is  the  major  segment  of  the  Company's  business  and  is  key  to
profitability.  During the nine month period ended  September 30, 2002,  average
loans were $540.5 million and were 95% of average  deposits,  compared to $441.0
million and 99% for the same period in 2001.  The following  table  reflects the
composition of the Company's loan portfolio as of September 30, 2002 compared to
December 31, 2001.

                       Table 5: Loan Portfolio Composition

                                             September 30,       December 31,
                                                 2002               2001
                                             -------------       ------------
                                                       (thousands)
Commercial, financial and agricultural       $ 333,556           $ 280,453
Real estate - mortgage                         149,371             147,973
Real estate - construction                      51,434              41,064
Installment and consumer                        39,406              42,157
                                             ---------           ---------
Total loans, net of unearned income            573,767             511,647
Less: allowance for loan losses                 (6,045)             (5,205)
                                             ---------           ---------
Net loans                                    $ 567,722           $ 506,442
                                             =========           =========


     Loan  concentrations are considered to exist where there are amounts loaned
to multiple  borrowers engaged in similar activities which collectively would be
similarly  impacted by economic or other  conditions  and when the total of such
amounts  exceeds 25% of total capital.  Due to the lack of diversified  industry
and the relative  proximity of markets served, the Company has concentrations of
loans from the North Florida region and also has  concentrations in the types of
loans  funded.  The Bank's  four  largest  concentration  categories  are:  Land
Subdivision and Land Development, Lessors of Nonresidential Buildings, Office of
Physicians and Commercial Building Construction.

Loan Quality

     The allowance for loan loss is an amount that  management  believes will be
adequate  to absorb  inherent  losses on  existing  loans that are  probable  of
becoming  uncollectible based on evaluations of the collectibility of the loans.


                                       18
<PAGE>

The  allowance  for loan loss is  established  through a provision for loan loss
charged to expense.  Loans are charged  against the allowance for loan loss when
management  believes that the  collectibility of the principal is unlikely.  The
evaluation of collectibility  takes into consideration such objective factors as
changes in the nature and volume of the loan  portfolio,  levels  maintained  by
other peer banks and historical loss  experience.  The evaluation also considers
certain subjective factors such as overall portfolio quality, review of specific
problem loans and current  economic  conditions  that may affect the  borrowers'
ability to pay. The  determination  of the allowance  for loan losses  considers
both specifically identified impaired loans, as well as expected losses on large
groups of smaller-balance  homogeneous loans that are collectively evaluated for
impairment.  The  level of the  allowance  for  loan  loss is also  impacted  by
increases  and  decreases  in  loans  outstanding,  since  either  more  or less
allowance is required as the amount of the Company's credit exposure changes. To
the extent actual loan losses differ  materially from  management's  estimate of
these subjective  factors,  loan  growth/run-off  accelerates or the mix of loan
types changes,  the level of the provision for loan loss, and related allowance,
can and will fluctuate.

     The  allowance  for loan losses on September  30, 2002,  was 1.05% of total
loans,  compared to 1.02% at December 31, 2001 and 0.97% at September  30, 2001.
Table 6: "Allocation of Allowance for Loan Losses",  set forth below,  indicates
the specific reserves allocated by loan type.

                Table 6: Allocation of Allowance for Loan Losses

                                    September 30,              December 31,
                                        2002                      2001
                                ----------------------    ----------------------
                                         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             $4,514      58.1%         $3,669       53.8%
Real estate - mortgage             534      26.0%            484       30.3%
Real estate - construction          28       9.0%             25        7.9%
Consumer                           956       6.9%            932        8.0%
Unallocated                         13       -                95        -
                                ------     -----          ------      -----
Total                           $6,045     100.0%         $5,205      100.0%
                                ======     =====          ======      =====


     Non-performing  assets consist of non-accrual loans, loans past due 90 days
or more and still accruing interest,  other real estate owned and repossessions.
Non-performing  assets  increased  70% from December 31, 2001 to $4.9 million at
September  30,  2002.  Non-performing  assets as a  percentage  of total  assets
increased  to 0.71% on September  30, 2002 from 0.47% on December 31, 2001.  The
increase in  non-performing  assets is  primarily  due to four  individual  loan
relationships  consisting  of  commercial,  commercial  real estate and mortgage
loans.  The remaining  increase is attributed to a greater  number of delinquent
smaller-balance consumer loans.

                         Table 7: Non-Performing Assets

                                                 September 30,   December 31,
                                                     2002           2001
                                                 -------------   ------------
                                                    (dollars in thousands)
Non-accrual loans                                  $3,257           $1,377
Past due loans 90 days or
   more and still accruing                          1,601            1,271
Other real estate owned
   and repossessions                                   31              229
                                                   ------           ------
Total non-performing assets                        $4,889           $2,877
                                                   ======           ======

Percent of total assets                              0.71%            0.47%



                                       19
<PAGE>


                 Table 8: Activity in Allowance for Loan Losses

<TABLE>
                                                                        September 30,
                                                                 2002                   2001
                                                                 ----                   ----
                                                                    (dollars in thousands)

<S>                                                           <C>                   <C>
Balance at beginning of year                                  $    5,205            $    3,670
Allowance acquired by acquisition                                      -                   110
Loans charged-off:
   Commercial, financial and agricultural                            578                   272
   Real estate - mortgage                                             68                    46
   Real estate - construction                                          -                     -
   Consumer                                                          314                   288
                                                              ----------            ----------
      Total loans charged-off                                      (960)                 (606)
Recoveries on loans previously charged-off:
   Commercial, financial and agricultural                             62                   107
   Real estate - mortgage                                             33                    21
   Real estate - construction                                          -                     -
   Consumer                                                           80                    98
                                                              ----------            ----------
      Total loan recoveries                                          175                   226
                                                              ----------            ----------
        Net loans charged-off                                      (785)                 (380)
                                                              ----------            ----------

Provision for loan losses charged to expense                       1,625                 1,450
                                                              ----------            ----------
Ending balance                                                $    6,045            $    4,850
                                                              ==========            ==========

Total loans outstanding                                       $  573,767            $  498,311
Average loans outstanding                                     $  540,500            $  441,001

Allowance for loan losses to loans outstanding                      1.05%                 0.97%
Net charge-offs to average loans outstanding, annualized            0.19%                 0.12%
</TABLE>

Investment Portfolio

     The Company uses its securities  portfolio to assist in maintaining  proper
interest rate sensitivity in the balance sheet, to provide  securities to pledge
as  collateral  for public  funds and  repurchase  agreements  and to provide an
alternative  investment  for  available  funds.  The  total  recorded  value  of
securities  was $53.4  million at September  30,  2002,  an increase of 44% from
$37.1 million at the end of 2001.

     Securities are classified as either held-to-maturity or available-for-sale.
Securities  available-for-sale,  which  made  up  98% of  the  total  investment
portfolio at September 30, 2002 had a value of $52.3 million.  Securities in the
available-for-sale portfolio are recorded at fair value on the balance sheet and
unrealized gains and losses  associated with these securities are recorded,  net
of tax, as a separate component of shareholders'  equity. At September 30, 2002,
shareholders'  equity included a net unrealized gain of $662,000,  compared to a
$320,000 net unrealized gain at December 31, 2001.

     The Company invests  primarily in direct  obligations of the United States,
obligations  guaranteed  as to principal  and interest by the United  States and
obligations  of agencies  of the United  States  government.  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.



                                       20
<PAGE>

     The following  tables set forth the maturity  distribution and the weighted
average  yields  of  the  Company's  investment  portfolio.

           Table 9: Maturity Distribution of Investment Securities (1)
                               September 30, 2002

<TABLE>
(dollars in thousands)                          Held to Maturity                  Available for Sale
---------------------------------------------------------------------------------------------------------
                                           Amortized       Estimated          Amortized       Estimated
                                             Cost         Market Value          Cost         Market Value
                                           ---------      ------------        ---------      ------------
<S>                                        <C>             <C>                <C>               <C>
U.S. Treasury:
   One year or less                        $     -         $      -           $ 4,034           $ 4,044
                                           -------          -------           -------           -------
Total U.S. Treasury                              -                -             4,034             4,044

 U.S. Government Agencies
 and Corporations:
   One year or less                              -                -             4,084             4,117
   Over one through five years               1,129            1,129            31,969            32,883
                                           -------          -------           -------           -------
Total U.S. Government Agencies               1,129            1,129            36,053            37,000
 and Corporations

Obligations of State and Political
 Subdivisions:
   Over ten years                                -                -               609               640
                                           -------          -------           -------           -------
Total Obligations of State and                   -                -               609               640
 Political Subdivisions

Mortgage-Backed Securities (2):
   Over one through five years                   -                -                33                33
   Over five through ten years                   -                -             4,078             4,116
   Over ten years                                -                -             3,421             3,450
                                           -------          -------           -------           -------
Total Mortgage-Backed Securities                 -                -             7,532             7,599

Other Securities:
   Over ten years (3)                            -                -             2,997             2,997
                                           -------          -------           -------           -------
Total Other Securities                           -                -             2,997             2,997

                                           -------          -------           -------           -------
Total Securities                           $ 1,129          $ 1,129           $51,225           $52,280
                                           =======          =======           =======           =======

----------
<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 10: Weighted Average Yield by Range of Maturities

<TABLE>
<CAPTION>
                                                 September 30, 2002     December 31, 2001      September 30, 2001
                                                 ------------------     -----------------      ------------------
<S>                                                     <C>                   <C>                     <C>
One Year or Less                                        2.44%                 2.56%                   2.56%
More than One through Five Years                        5.23%                 5.72%                   5.39%
More than Five through Ten Years                        4.99%                 4.95%                   6.06%
More than Ten Years (1)                                 4.58%                 4.96%                   6.34%

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



                                       21
<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, 2002 and December 31, 2001.

                            Table 11: Total Deposits

                                                 September 30,    December 31,
                                                     2002             2001
                                                 -------------    ------------
                                                          (thousands)
Non-interest bearing:
        Demand checking                           $ 80,572         $ 72,859
Interest bearing:
        NOW checking                               116,384          105,157
        Money market checking                       82,780           66,088
        Savings                                     22,060           20,250
        Certificates of deposit                    311,234          268,537
                                                  --------         --------
Total deposits                                    $613,030         $532,891
                                                  ========         ========



CAPITAL RESOURCES

     Shareholders'  equity at September 30, 2002 was $49.6 million,  as compared
to $46.7  million at December  31,  2001.  During each of the first,  second and
third quarters of 2002, the Board of Directors declared  quarterly  dividends of
$0.05 per share,  consistent  with 2001.  At September  30, 2002,  the Company's
common stock had a book value of $8.12 per share  compared to $7.64 per share at
December 31, 2001.

     The  Company  is  subject  to  various  regulatory   capital   requirements
administered by the federal banking agencies. Under capital adequacy guidelines,
the Company must meet  specific  capital  guidelines  that involve  quantitative
measures of its assets,  liabilities,  and  certain  off-balance  sheet items as
calculated  under   regulatory   accounting   practices.   Capital  amounts  and
classification are also subject to qualitative judgments by the regulators about
component, risk weightings and other factors.

     Quantitative  measures as defined by regulation  and  established to ensure
capital  adequacy  require  the Bank to maintain  minimum  amounts and ratios of
Total and Tier 1 capital to  risk-weighted  assets and Tier 1 capital to average
assets.  If such  minimum  amounts  and ratios are met,  the Bank is  considered
"adequately  capitalized."  If a bank exceeds the  requirements  of  "adequately
capitalized" and meets even more stringent minimum  standards,  it is considered
to be "well  capitalized."  As of September  30, 2002,  the Bank was  considered
"well capitalized."


                                       22
<PAGE>


     At  September  30,  2002 and 2001,  the  Company's  Tier 1  capital,  Total
risk-based capital and Tier 1 leverage ratios were are as follows:

<TABLE>
                            Table 12: Capital Ratios
                                                                                Adequately-
                                         September 30,      Well-Capitalized    Capitalized
                                      2002          2001      Requirements      Requirements
                                      ----          ----      ------------      ------------
<S>                                   <C>           <C>           <C>               <C>
Risk Based Capital Ratios:
     Tier 1 Capital Ratio             7.6%          8.0%          6.0%              4.0%

     Total Capital to
       Risk-Weighted Assets           8.7%          8.9%         10.0%              8.0%

Tier 1 Leverage Ratio                 6.4%          6.7%          5.0%              4.0%
</TABLE>


CRITICAL ACCOUNTING POLICIES

     A  critical  accounting  policy is one that is both very  important  to the
portrayal of the Company's  financial  condition and requires  management's most
difficult,  subjective or complex  judgments.  The circumstances that make these
judgments  difficult,  subjective  or  complex  have to do with the need to make
estimates  about the  effect  of  matters  that are  inherently  uncertain.  The
Company's  considers the establishment and maintenance of the allowance for loan
loss and the  accounting  for its core deposit  intangible  asset to be critical
accounting policies.

     The  allowance  for loan loss is  established  through a provision for loan
loss charged to expense.  Loans are charged  against the allowance for loan loss
when management  believes that the  collectibility of the principal is unlikely.
The allowance is an amount that  management  believes will be adequate to absorb
inherent  losses  on  existing  loans  that may  become  uncollectible  based on
evaluations  of the  collectibility  of the  loans.  The  evaluations  take into
consideration  such objective factors as changes in the nature and volume of the
loan  portfolio,  levels  maintained  by other  peer banks and  historical  loss
experience.  The evaluation also considers  certain  subjective  factors such as
overall portfolio quality, review of specific problem loans and current economic
conditions  that may affect  the  borrowers'  ability  to pay.  The level of the
allowance  for loan loss is also  impacted by increases  and  decreases in loans
outstanding,  since  either more or less  allowance is required as the amount of
the Company's credit exposure  changes.  To the extent actual loan losses differ
materially  from  management's   estimate  of  these  subjective  factors,  loan
growth/run-off  accelerates or the mix of loan types  changes,  the level of the
provision for loan loss, and related allowance, can and will fluctuate.

     The  accounting  for the Company's  core deposit  intangible  asset is also
subject to significant  estimates about future  results.  In connection with the
acquisition of the Lake City and Live Oak branches of Republic Bank, the Company
recorded a core deposit intangible of approximately $6,000,000.  This intangible
asset is being amortized on a straight-line basis over its estimated useful life
of 10 years.  The life of this asset was based on the estimated future period of
benefit to the Company of the depositor  relationships  acquired.  To the extent
that the deposit  relationships  acquired diminish faster than anticipated,  the
amount of the core  deposit  intangible  that is  amortized  each  period  could
increase  significantly,  thus shortening its useful life. Through September 30,
2002, the performance of the depositor  relationships  did not differ materially
from expectations.

            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     On January  28,  1997,  the  Securities  and  Exchange  Commission  adopted
amendments to Regulation S-K,  Regulation S-X, and various forms (Securities Act
Release No. 7386) to clarify and expand  existing  requirements  for disclosures
about  derivatives  and market risks inherent in derivatives and other financial
instruments. As noted below, at September 30, 2002, the Company was a party to a
single interest rate derivative contract. The Company also holds other financial
instruments,  which  include  investments,  loans and deposit  liabilities.  The
release requires quantitative and qualitative disclosures about market risk. See

                                       23
<PAGE>

the  section  titled  "Liquidity  and  Interest  Rate  Sensitivity"  for further
discussion on the Company's management of interest rate risk.

     The Company's sole derivative  contract is a $10 million notional  interest
rate swap that was entered into as a hedge of interest rate risk inherent in the
Company's $10 million term loan.  Under the terms of the swap,  the Company will
receive a variable rate of interest equal to 90-day Libor plus 170 basis points,
reset  quarterly.  The Company will pay a fixed rate of interest  equal to 6.45%
for the life of the  contract.  All cash  flows  are  computed  based on the $10
million  notional amount and are settled  quarterly on a net basis. The contract
matures October 3, 2006 and the notional amount will be reduced by $714,286 on a
semi-annual  basis beginning April 2004. The fair value of the swap at September
30, 2002, including interest accruals, was approximately ($667,000). The swap is
being accounted for as a cash flow hedge of the variable interest payments under
the $10 million term debt.  Changes in the fair value of the swap, net of taxes,
are  recorded  as a separate  component  of  shareholders'  equity.  Amounts are
transferred from equity to earnings as the hedged  transactions are reflected in
income.

     Non-derivative  financial instruments that have market risk are included in
Table 3: "Rate Sensitivity  Analysis".  These instruments are shown by maturity,
separated by 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,  2002,  the  estimated  fair values would  necessarily  have been
achieved  at that date,  since  market  values may differ  depending  on various
circumstances.  The  estimated  fair  values at  September  30,  2002  would not
necessarily be considered to apply at subsequent dates.

                             CONTROLS AND PROCEDURES

     Within  ninety  days prior to the filing of this  Report on Form 10-Q,  the
Company,  under the  supervision and with the  participation  of its management,
including its Chief Executive Officer and Chief Financial Officer,  performed an
evaluation of the Company's  disclosure  controls and procedures.  Based on that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that such  disclosure  controls  and  procedures  are  effective  to ensure that
material information relating to the Company is made known to them, particularly
during the period in which this Report is being prepared.



                                       24
<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:

          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 July 25,  2002,  the  Company  filed a Form 8-K to report  its 2002
          second quarter earnings.




                                       25
<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 13, 2002










                                       26
<PAGE>

                                 CERTIFICATIONS


I, K. C. Trowell, certify that:

     1.   I have  reviewed  this  quarterly  report on Form 10-Q 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:  November 13, 2002
                                            /s/  K. C. Trowell
                                            ------------------------------------
                                            K. C. Trowell
                                            Chairman of the Board, President and
                                            Chief Executive Officer



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<PAGE>


I, G. Thomas Frankland, certify that:

     1.   I have  reviewed  this  quarterly  report on Form 10-Q 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:  November 13, 2002
                                                    /s/ G. Thomas Frankland
                                                    ----------------------------
                                                    G. Thomas Frankland
                                                    Executive Vice President and
                                                    Chief Financial Officer


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