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 June 30, 2000

                                       OR

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

                           Commission File No. 0-25988

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


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

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


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








Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X  No___

The number of shares of the registrant's common stock outstanding as of July 31,
2000 was 6,101,100 shares, $0.01 par value per share.


<PAGE>



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




                                TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

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







                                        2


<PAGE>
<TABLE>
                                     PART I
                              FINANCIAL INFORMATION

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

                                   (Unaudited)
                                                                                 June 30,        December 31,
                                                                                  2000            1999
                                                                               ----------        -----------
                                      ASSETS                                             (thousands)

<S>                                                                            <C>                <C>
Cash and cash equivalents:
    Cash and due from banks                                                    $   19,381         $   17,235
    Federal funds sold                                                              1,575                -
    Interest bearing deposits in other banks                                          182                285
                                                                                  -------            -------
      Total cash and cash equivalents                                              21,138             17,520
Investment securities available for sale                                           33,174             35,111
Investment securities held to maturity                                             10,132             10,582
Loans:
    Commercial, financial and agricultural                                        161,246            136,937
    Real estate - mortgage                                                        101,656             86,275
    Real estate - construction                                                     22,067             18,926
    Installment and consumer                                                       28,158             23,946
                                                                                  -------            -------
      Total loans, net of unearned income                                         313,127            266,084
Less: Allowance for loan losses                                                    (3,201)            (2,671)
                                                                                  -------            -------
      Net loans                                                                   309,926            263,413

Premises and equipment, net                                                        18,699             14,395
Other assets                                                                        5,420              5,055
                                                                                  -------            -------
           TOTAL ASSETS                                                        $  398,489         $  346,076
                                                                                  =======            =======

                         LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Deposits:
    Non-interest bearing demand                                                $   50,367         $   42,110
    Savings, NOW and money market                                                 129,538            112,103
    Time (under $100,000)                                                          97,039             89,141
    Time ($100,000 and over)                                                       52,360             44,849
                                                                                  -------            -------
      Total deposits                                                              329,304            288,203

Securities sold under repurchase agreements                                         7,752              7,263
Federal funds purchased / short term borrowings                                    15,000              4,800
Other liabilities                                                                   2,867              2,735
                                                                                  -------            -------
      Total liabilities                                                           354,923            303,001
                                                                                  -------            -------

SHAREHOLDERS' EQUITY
Preferred stock; $.01 par value; 500,000 shares authorized;
    no shares issued or outstanding                                                     -                  -
Common stock; $.01 par value, 10,000,000 shares authorized;
    6,106,300 and 6,116,070 shares issued and outstanding
    at June 30, 2000 and December 31, 1999, respectively                               61                 61
Additional paid-in capital                                                         30,642             30,805
Retained earnings                                                                  13,378             12,746
Accumulated other comprehensive income, net of tax                                   (515)              (537)
                                                                                  -------            -------
      Total shareholders' equity                                                   43,566             43,075
                                                                                  -------            -------
           TOTAL LIABILITIES AND SHAREHOLDERS'  EQUITY                         $  398,489         $  346,076
                                                                                  =======            =======
</TABLE>
                                        3
<PAGE>

<TABLE>
                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME

                                   (Unaudited)
                                                                                  Six Months Ended June 30,
                                                                                   2000               1999
                                                                                -----------       -----------
                                                                                         (thousands)
Interest Income

<S>                                                                            <C>                <C>
  Interest and fees on loans                                                   $     13,042       $     9,027
  Interest on investment securities held to maturity                                    297               202
  Interest on investment securities available for sale                                1,061             1,479
  Interest on federal funds sold                                                        160               376
  Interest on interest bearing deposits                                                  40               267
                                                                                -----------         ---------
    Total interest income                                                            14,600            11,351

Interest Expense
  Interest on deposits                                                                5,836             4,290
  Interest on short-term borrowings                                                     359               127
                                                                                -----------         ---------
    Total interest expense                                                            6,195             4,417
                                                                                -----------         ---------
        Net interest income                                                           8,405             6,934

Provision for Loan Losses                                                               600               510
                                                                                -----------         ---------
  Net interest income after provision for loan losses                                 7,805             6,424

Non-interest Income
  Service charges                                                                      1,059              999
  Other fees and charges                                                                 492              431
                                                                                ------------        ---------
    Total non-interest income                                                          1,551            1,430
                                                                                ------------        ---------

Non-interest Expense
  Salaries and employee benefits                                                       4,159            2,979
  Occupancy and equipment expenses                                                     1,018              884
  Other operating expenses                                                             2,278            1,640
                                                                                ------------        ---------
    Total non-interest expense                                                         7,455            5,503
                                                                                ------------        ---------

Income before income taxes                                                             1,901            2,351
    Income taxes                                                                         657              818
                                                                                ------------        ---------

NET INCOME                                                                     $       1,244     $      1,533
                                                                                ============        =========

Earnings Per Share (Note 3):

    Basic earnings per share                                                   $        0.20      $      0.26
                                                                                ============        =========
    Average common shares outstanding                                              6,104,910        5,879,745
                                                                                ============        =========

    Diluted earnings per share                                                 $        0.20       $     0.26
                                                                                ============        =========
    Diluted average common shares and share equivalents                            6,148,794        5,953,273
                                                                                ============        =========
</TABLE>
                                        4
<PAGE>
<TABLE>
                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME

                                   (Unaudited)
                                                                                 Three Months Ended June 30,
                                                                                   2000               1999
                                                                                -----------         --------
                                                                                         (thousands)
Interest Income

<S>                                                                            <C>                <C>
  Interest and fees on loans                                                   $     6,863        $     4,629
  Interest on investment securities held to maturity                                   149                155
  Interest on investment securities available for sale                                 525                723
  Interest on federal funds sold                                                        84                121
  Interest on interest bearing deposits                                                 34                138
                                                                                ------------       ----------
    Total interest income                                                            7,655              5,766

Interest Expense
  Interest on deposits                                                               3,062              2,119
  Interest on short-term borrowings                                                    282                 58
                                                                                ------------       ----------
    Total interest expense                                                           3,344              2,177
                                                                                ------------       ----------
        Net interest income                                                          4,311              3,589

Provision for Loan Losses                                                              300                310
                                                                                ------------       ----------
  Net interest income after provision for loan losses                                4,011              3,279

Non-interest Income
  Service charges                                                                      544                538
  Other fees and charges                                                               236                205
                                                                                ------------       ----------
    Total non-interest income                                                          780                743
                                                                                ------------       ----------

Non-interest Expense
  Salaries and employee benefits                                                     2,105              1,480
  Occupancy and equipment expenses                                                     518                474
  Other operating expenses                                                           1,135                865
                                                                                ------------       ----------
    Total non-interest expense                                                       3,758              2,819
                                                                                ------------       ----------

Income before income taxes                                                           1,033              1,203
    Income taxes                                                                       359                418
                                                                                ------------       ----------

NET INCOME                                                                     $       674       $        785
                                                                                ============       ==========


Earnings Per Share (Note 3):

    Basic earnings per share                                                   $      0.11       $       0.13
                                                                                ============       ==========
    Average common shares outstanding                                            6,102,462          6,108,497
                                                                                ============       ==========

    Diluted earnings per share                                                 $      0.11       $       0.13
                                                                                ============       ==========
    Diluted average common shares and share equivalents                          6,137,181          6,186,011
                                                                                ============       ==========
</TABLE>
                                        5
<PAGE>
<TABLE>

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

                                   (Unaudited)

                                                                           Six Months Ended June 30,
                                                                           2000                 1999
                                                                        ------------         --------
                                                                                   (thousands)

<S>                                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                             $       1,244        $       1,533
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization                                               546                  469
     Provision for loan loss                                                     600                  510
     Investment securities (accretion) amortization, net                          17                 (299)
     Non-cash compensation                                                        29                  -
     Changes in assets and liabilities:
      Other assets                                                              (469)                  31
      Other liabilities                                                          132                 (508)
                                                                           ----------         -----------

      Net cash provided by operating activities                                2,099                1,736
                                                                           ----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities available for sale                            -                (20,391)
Purchases of investment securities held to maturity                              -                 (8,754)
Proceeds from maturities of securities available for sale                      1,467               32,773
Proceeds from maturities of securities held to maturity                          309                  667
Proceeds from called securities available for sale                               512                3,000
Proceeds from called securities held to maturity                                 118                  -
Net increase in loans                                                        (47,113)             (30,056)
Purchases of premises and equipment, net                                      (4,760)              (2,062)
                                                                           ----------         -----------

      Net cash used in investing activities                                  (49,467)             (24,823)
                                                                           ----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in deposits                                               41,101               (1,701)
Increase (decrease) in securities sold under repurchase agreements               489               (6,358)
Increase in federal funds purchased / short term borrowings                   10,200                  -
Cash dividends paid                                                             (612)                (548)
Repurchase of common stock                                                      (281)                 -
Issuance of common stock                                                         -                 11,362
Exercise of options                                                               89                    6
                                                                          ----------          -----------

      Net cash provided by financing activities                               50,986                2,761
                                                                          ----------          -----------

Increase (decrease) in cash and cash equivalents                               3,618              (20,326)

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

Cash and cash equivalents at end of period                               $    21,138         $     28,561
                                                                          ==========          ===========

SUPPLEMENTAL DISCLOSURES:
      Interest paid                                                     $      5,684         $      4,675
                                                                          ==========          ===========

      Taxes paid                                                        $      1,044         $        755
                                                                          ==========          ===========

</TABLE>
                                        6
<PAGE>



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

                                  June 30, 2000
                                   (Unaudited)


Note 1. Basis of Presentation

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

Note 2. Consolidation

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

Note 3.  Earnings Per Share

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

Note 4.  Comprehensive Income

Comprehensive income is defined as the total of net income and all other changes
in equity.  The following table details the Company's  comprehensive  income for
the three and six months period ending June 30, 2000 and 1999.

<TABLE>

                                                             Six Months                      Three Months
                                                           Ended June 30,                   Ended June 30,
                                                          2000          1999              2000           1999
                                                       --------       -------           -------        ------

<S>                                                    <C>           <C>                <C>          <C>
Net Income                                             $  1,244      $ 1,533            $    674     $    785
Other Comprehensive Income (Loss), Net of Tax
   Unrealized (Losses) Gains on Securities:
     Unrealized (Losses) Gains on Securities
     Arising During the Period                               33         (731)                (20)        (465)
  Less: Reclassification Adjustment                          11         (188)                  4          (13)
                                                         ------      -------             -------      -------
Total Unrealized (Losses) Gains, Net of Tax
  Recognized in Other Comprehensive Income                   22         (543)                (24)        (452)
                                                         ------      -------             -------      -------
Comprehensive Income, Net of Tax                       $  1,266     $    990           $     650     $    333
                                                         ======      =======             =======      =======
</TABLE>

                                        7


<PAGE>

<TABLE>


                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                             Selected Financial Data

                                                              Six Months Ended June 30,
                                                             2000                     1999
                                                         ------------             --------
Dollars in thousands except per share information.
------------------------------------------------------------------------------------------------------

<S>                                                    <C>                        <C>
SUMMARY OF OPERATIONS:
Total interest income                                  $       14,600             $      11,351
Total interest expense                                         (6,195)                   (4,417)
                                                          -----------                ----------
Net interest income                                             8,405                     6,934
Provision for loan losses                                        (600)                     (510)
                                                          -----------                ----------
Net interest income after
      Provision for loan losses                                 7,805                     6,424
Non-interest income                                             1,551                     1,430
Non-interest expense                                           (7,455)                   (5,503)
                                                          -----------                ----------
Income before taxes                                             1,901                     2,351
Income taxes                                                     (657)                     (818)
                                                         ------------               -----------
Net income                                             $        1,244             $       1,533
                                                         ============               ===========


--------------------------------------------------------------------------------------------------------

PER COMMON SHARE:
Basic earnings                                         $         0.20             $        0.26
Diluted earnings                                                 0.20                      0.26
Book value                                                       7.13                      6.99
Dividends                                                        0.10                      0.10
Actual shares outstanding                                   6,106,300                 6,108,570
Weighted average shares outstanding                         6,104,910                 5,879,745
Diluted weighted average shares outstanding                 6,148,794                 5,953,273

---------------------------------------------------------------------------------------------------------

KEY RATIOS:
Return on average assets                                         0.67%                     0.98%
Return on average shareholders' equity                           5.78                      7.60
Dividend payout                                                 50.00                     38.46
Efficiency ratio                                                74.88                     65.79
Total risk-based capital ratio                                  14.89                     20.56
Average shareholders' equity to
  average assets                                                11.51                     12.87
Tier 1 leverage                                                 11.08                     13.19

----------------------------------------------------------------------------------------------------------

FINANCIAL CONDITION AT PERIOD-END:
Assets                                                 $      398,489             $     314,816
Loans                                                         313,127                   216,856
Deposits                                                      329,304                   263,408
Shareholders' equity                                           43,566                    42,715

-----------------------------------------------------------------------------------------------------------
</TABLE>

                                        8


<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

OVERVIEW

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

RESULTS OF OPERATIONS

         Net  income  for the six  month  period  ended  June 30,  2000 was $1.2
million,  or $0.20 per diluted  share,  compared to $1.5  million,  or $0.26 per
diluted share,  in the first half of 1999. Net income for the three month period
ended June 30,  2000 was  $674,000,  or $0.11 per  diluted  share,  compared  to
$785,000,  or $0.13 per diluted share, for the comparable  period in 1999. Total
assets  reached  $398.5  million at June 30, 2000 compared to $314.8  million at
June 30, 1999. Total outstanding loans and deposits increased 44.4% and 25.0% to
$313.1 million and $329.3  million,  respectively,  at June 30, 2000 from $216.9
million and $263.4  million,  respectively,  at the end of the  comparable  1999
quarter. The Company's loan to deposit ratio at June 30, 2000 was 95.1% compared
to 82.3% at June 30, 1999. These results reflected growth in net interest income
and in  non-interest  income,  as well as  planned  expense  growth  related  to
expansion in the Jacksonville and Gainesville markets.

Net Interest Income

         Net  interest  income is the single  largest  source of revenue for the
Bank and consists of interest and fee income  generated by earning assets,  less
interest expense paid on interest bearing  liabilities.  Net interest income for
the first half of 2000 was $8.4  million,  compared to $6.9 million in the first
half of 1999, an increase of 21.2%.  Loan growth continued to fuel the increases
in  interest  income  which rose  32.7%,  or $1.9  million,  and 28.6%,  or $3.2
million, for the three and six month periods in 2000, respectively,  compared to
the same periods in 1999. Partially offsetting these increases, interest expense
rose 53.6% and 40.3% in the 2000 second  quarter  and first half,  respectively,
from the comparable 1999 periods. This increase reflects the Company's increased
reliance on new deposits and short-term  borrowings in a rising rate environment
for  funding  loans in the first half of 2000  compared  to the  utilization  of
existing liquidity for 1999 loan growth.

         Net  interest  margin  improved  to 4.94%  from  4.86%  reflecting  the
increase in higher earning assets and interest income attributable to the growth
in loan  volume and  interest  and fees on loans.  Total  earning  asset  yields
increased  to 8.59% in 2000 from  7.96%,  while  being  offset by an increase in
rates on  interest-bearing  liabilities  to  4.42%  from  3.84%  in 1999.  These
increases are partially  attributed to the increase of the rising  interest rate
environment  in the  second  half of 1999 and the first  half of 2000.  Table 1:
"Average  Balances - Yields and Rates" provides the Company's  average volume of
interest earning assets and interest  bearing  liabilities for the first half of
2000 and 1999.  Table 1a:  "Analysis of Changes in Interest  Income and Expense"
indicates that the change in interest income was due mainly to volume  increases
in the loan portfolio.

                                        9
<PAGE>

<TABLE>



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

                                          Six Months Ended June 30, 2000           Six Months Ended June 30, 1999
                                      -------------------------------------     --------------------------------
                                                       Interest                               Interest
                                          Average      Income or    Average      Average     Income or    Average
                                          Balance      Expense       Rate        Balance       Expense      Rate
                                        ---------   -----------    ---------    ---------    ----------   -------
                                                                       (dollars in thousands)
<S>                                    <C>           <C>
ASSETS:
  Federal funds sold                   $    5,417    $      160      5.92%      $  16,300    $     376       4.65%
  Investment securities
    available for sale                     33,549         1,061      6.34          51,748        1,479       5.76
  Investment securities
    held to maturity                       10,438           297      5.71           7,471          202       5.45
  Loans (1)                               290,303        13,042      9.01         200,977        9,027       9.06
  Interest bearing deposits                 1,276            40      6.29          11,075          267       4.86
                                        ---------    ----------  --------       ----------    --------    -------

TOTAL EARNING ASSETS                      340,983        14,600      8.59         287,571       11,351       7.96
  All other assets                         34,607                                  28,366
                                        ---------                               ---------

TOTAL ASSETS                           $  375,590                               $ 315,937
                                        =========                               =========

LIABILITIES AND
  SHAREHOLDERS' EQUITY:
  NOW and money markets                $  106,850    $    1,714     3.22%       $  76,654    $     774       2.04%
  Savings                                  17,594           122     1.39           17,297          124       1.45
  Time deposits                           144,489         4,000     5.55          131,827        3,392       5.19
  Short term borrowings                    11,712           344     5.89            5,919          127       4.33
  Federal funds purchased                     513            15     5.87              -            -           -
                                        ---------     --------- --------        ---------     --------    -------
TOTAL INTEREST BEARING
  LIABILITIES                             281,158         6,195     4.42          231,697        4,417       3.84
  Demand deposits                          47,744                                  38,673
  Other liabilities                         3,442                                   4,913
  Shareholders' equity                     43,246                                  40,654
                                        ---------                               ---------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                 $  375,590                               $ 315,937
                                        =========                               =========
                                                                --------                                  -------
INTEREST SPREAD (2)                                                 4.17%                                    4.12%
                                                                ========                                  =======
                                                      ---------                              ---------
NET INTEREST INCOME                                  $    8,405                            $     6,934
                                                      =========                              =========

NET INTEREST MARGIN (3)                                             4.94%                                    4.86%
                                                                ========                                  =========

<FN>
(1)  Interest  income on average loans includes loan fee recognition of $517,000
     and $326,000 in 2000 and 1999, respectively.
(2)  Represents the average rate earned minus average rate paid.
(3)  Represents net interest income divided by total earning assets.
</FN>
</TABLE>

                                       10


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

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

<S>                                          <C>          <C>      <C>
INTEREST INCOME:
   Federal funds sold                        $  (251)     $   35   $  (216)         $   (283)    $ (61)    $(344)
   Investment securities available for sale     (522)        104      (418)                -       (97)      (97)
   Investment securities held to maturity         80          15        95                (2)       10         8
   Loans                                       4,024          (9)    4,015             1,740      (351)    1,389
   Interest bearing deposits                    (237)         10      (227)              146       (39)      107
                                              -------      --------  -------           ------    -------  ------
      Total                                    3,094         155     3,249             1,601      (538)    1,063
                                              -------      --------  -------           ------    -------  ------

INTEREST EXPENSE:
   NOW and money markets                         307         633       940               116      (184)      (68)
   Savings                                         2          (4)       (2)               11       (43)      (32)
   Time deposits                                 327         281       608               175      (178)       (3)
   Short term borrowings                         125          92       217                (7)      (23)      (30)
   Federal funds purchased                         -          15        15                (7)       -         (7)
                                              -------      -------- --------           ------    ------  -------
      Total                                      761       1,017     1,778               288      (428)     (140)
                                              -------      -------- --------           ------    ------  -------
         Net interest income                 $ 2,333     $  (862)   $1,471           $ 1,313     $(110)  $ 1,203
                                              =======      ======== ========           ======    ======  =======
<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 six months  ended June 30,  2000
increased  $37,000,  or  5.0%  and  $121,000  and  8.5%,  respectively,  for the
comparable  periods  in 1999.  Service  charges on  deposit  accounts  increased
$60,000, or 6.0% for the first half of 2000 compared to the same period in 1999.
Other fee income, which includes credit card fees, credit life insurance income,
safe deposit box fees, fees from loans sold to secondary markets,  net gains and
losses from sale of securities and other  miscellaneous fees, had an increase of
$61,000,  or 14.2% for the first six months of 2000  compared to the  comparable
1999 period.

Non-Interest Expense

         Non-interest  expenses were $3.8 million and $7.5 million for the three
and six month  periods  ended June 30, 2000  compared  to $2.8  million and $5.5
million  for the  respective  1999  periods,  an  increase  of 33.3% and  35.5%,
respectively.  Non-interest expenses continue to reflect the Company's expansion
strategy  in the  Jacksonville  and  Gainesville  markets  and the  building  of
production and operating  infrastructure,  including  people,  facilities and an
improved technology  platform,  to support expansion.  Non-interest expense as a
percentage  of average  assets for the six month period ending June 30, 2000 and
1999 was 3.99% and 3.51%, respectively. Salaries and employee benefits increased
$1.2 million or 39.6% to $4.2 million for the 2000 six months  period,  compared
to  $3.0  million  for  the  same  period  in  1999.   This  increase   reflects
implementation of the Company's business plan to build an organization structure
supporting  expansion in the Jacksonville and Gainesville markets. The Company's
banking   subsidiary,   CNB  National  Bank,  moved  into  its  new  Gainesville
headquarter  located  in the Tower  Hill area  during  the  second  quarter.  As
planned,  CNB  National  Bank  closed  its branch  located  in  Alachua  outside
Gainesville in connection with the opening of the new branch.  The Bank occupied
its new Jacksonville branch in Deerwood Park effective July 31, 2000.

                                       11
<PAGE>


         Occupancy  expense,   including  premises,   furniture,   fixtures  and
equipment, increased $44,000, or 9.3% and $134,000, or 15.2%, respectively, over
the  comparable  three and six month periods in 1999.  The increase is primarily
attributable   to  occupancy   expenses   associated  with  the  expansion  into
Jacksonville.

         Other operating  expenses  increased  $638,000,  or 38.9%, in the first
half of 2000 compared to the same period in 1999.  The  following  table details
the areas of significance in other operating expenses.

                              Table 2:  Other Operating Expenses

                                                      Six Months Ended June 30,
                                                      2000               1999
                                                  ----------         ----------
                                                             (thousands)
         Data processing                           $   322             $  289
         Advertising and promotion                     305                172
         Telephone                                     271                171
         Postage and delivery                          268                207
         Legal and professional                        228                136
         Supplies                                      205                151
         Administrative                                109                 70
         Amortization of intangible assets              90                 90
         Other general operating                        89                 18
         Loan expenses                                  85                102
         Regulatory fees                                71                 71
         Insurance and bonding                          39                 29
         Other                                         196                134
                                                    ------             ------
         Total other operating expenses             $2,278             $1,640
                                                    ======             ======


Income Taxes

         The  Company's  income  tax  expense in  interim  reporting  periods is
determined by estimating the combined  federal and state  effective tax rate for
the year and  applying  such  rate to  interim  pre-tax  income.  The  Company's
estimated effective tax rate for 2000 is approximately 35%.

LIQUIDITY AND INTEREST RATE SENSITIVITY

         Liquidity   management   addresses   CNB's   ability  to  meet  deposit
withdrawals either on demand or at contractual maturity, to repay borrowings and
to make new  loans  and  investments  as they  arise.  Management  measures  the
Company's liquidity position by giving consideration to both on- and off-balance
sheet sources of and demands for funds on a daily and weekly basis.  In addition
to core deposit  growth,  sources of funds  available to meet liquidity  demands
include  cash  received  through  ordinary  business   activities  such  as  the
collection  of  interest  and fees,  federal  funds  sold,  loan and  investment
maturities  and lines of credit for the purchase of federal funds by the Company
from  its  principal  correspondent  banks.  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 $55.7
million and represented 17.6% of average total deposits during the first half of
2000, compared to $90.5 million and 34.2% for 1999. Average loans were 91.7% and
76.0% of average deposits for the six month period ended June 30, 2000 and 1999,
respectively.

         The  Company  has  available  lines  of  credit  with  other  financial
institutions totaling $15.0 million. The Company is also a member of the Federal
Home Loan Bank and as such has access to both long and short term  funds.  There
was an outstanding  balance of $15.0 million with Federal Home Loan Bank at June
30, 2000.

                                       12


<PAGE>


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

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

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

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

















                                       13


<PAGE>
<TABLE>
Table 3: Rate Sensitivity Analysis
June 30, 2000

(dollars in thousands)                                                                                       Fair
                               1 Year     2 Years    3 Years    4 Years    5 Years    Beyond       TOTAL     Value
                               ------     -------    -------    -------    -------    ------       -----     -----
INTEREST-EARNING ASSETS:

<S>                          <C>        <C>
Loans
     Fixed rate loans        $  14,285  $  13,705  $  18,399  $  28,116  $  33,390  $  61,916  $ 169,811  $ 167,511
       Average interest rate     8.61%      9.15%      8.99%      8.56%      8.71%      8.21%      8.56%

     Variable rate loans        31,663     18,343     13,293      3,828      6,436     69,753    143,316    143,316
       Average interest rate     9.83%      9.86%      8.93%     10.04%     10.06%      8.47%      9.10%

Investment securities (1)
     Fixed rate investments      9,111      1,600         90     20,000        237      9,625     40,663     39,805
       Average interest rate     6.26%      6.23%      4.10%      6.03%      4.52%      6.06%      6.08%

     Variable rate investments       -          -          -          -          -      1,649      1,649      1,632
       Average interest rate                                                            6.77%      6.77%

Federal funds sold               1,575          -          -          -          -          -      1,575      1,575
       Average interest rate     6.51%                                                             6.51%

Other earning assets (2)         1,997          -          -          -          -          -      1,997      2,047
       Average interest rate     6.38%                                                             6.38%
                               -------    -------    -------    -------    -------    -------    -------  ----------

Total interest-earning assets$  58,631  $  33,648  $  31,782  $  51,944  $  40,063  $ 142,943  $ 359,011  $ 355,886
       Average interest rate     8.77%      9.40%      8.95%      7.69%      8.90%      8.18%      8.47%
                               =======    =======    =======    =======    =======    =======    =======  ==========

INTEREST-BEARING LIABILITIES:

NOW                          $  21,025  $       -  $       -  $       -  $       -  $  52,683  $  73,708  $  73,708
       Average interest rate     5.15%                                                  1.58%      2.60%

Money market (3)                36,197          -          -          -          -      2,238     38,435     38,435
       Average interest rate     5.16%                                                  2.80%      5.02%

Savings                              -          -          -          -          -     17,395     17,395     17,395
       Average interest rate                                                            1.39%      1.39%

CD's $100,000 and over          47,609      3,864        778        109          -          -     52,360     52,387
       Average interest rate     6.13%      6.04%      6.41%      5.10%                            6.13%

CD's under $100,000             82,949     11,448      2,042        478        122          -     97,039     97,127
       Average interest rate     5.66%      5.85%      5.49%      5.45%      5.55%                 5.68%

Securities sold under
   repurchase agreements         7,752          -          -          -          -          -      7,752      7,752
       Average interest rate     6.06%                                                             6.06%

Short term borrowings           15,000          -          -          -          -          -     15,000     15,000
       Average interest rate     6.61%                                                             6.61%
                               -------    -------    -------    -------    -------    -------    -------   ---------
Total interest-bearing
   liabilities              $  210,532 $   15,312   $  2,820   $   587    $    122   $ 72,316  $  301,689  $301,804
       Average interest rate     5.71%      5.90%      5.74%      5.39%      5.55%      1.57%       4.73%
                               =======    =======    =======    =======    =======    =======    =======   =========
<FN>
(1)  Securities  available for sale are shown at their amortized cost, excluding
     market value adjustment for unrealized losses of $821,000.
(2)  Represents interest bearing deposits with other banks, Federal Reserve Bank
     Stock, Federal Home Loan Bank Stock and other marketable equity securities.
(3)  All Money Market accounts $25,000 and over and 30% of Money Market accounts
     under $25,000 have been designated as maturing within one year.
</FN>
                                       14
</TABLE>
<PAGE>

       Core deposits,  which  represent all deposits other than time deposits in
excess of $100,000,  were 84.1% of total  deposits at June 30, 2000 and 84.4% at
December 31, 1999.  The Bank closely  monitors its reliance on time  deposits in
excess of $100,000, which are generally considered less stable and less reliable
than core  deposits.  Table 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
                                  June 30, 2000
                             (dollars in thousands)
                                                                   Amount

            Three months or less                                 $ 14,780
            Three through six months                               10,146
            Six through twelve months                              22,683
            Over twelve months                                      4,751
                                                                  -------
            Total                                                $ 52,360
                                                                  =======


EARNING ASSETS

Loans

         During the first half of 2000,  average  loans were $290.3  million and
were 91.7% of average  deposits,  compared to $201.0 million and 76.0% for 1999.
Total loans have increased by $47.0 million,  or 17.7%, since December 31, 1999.
Maturities  in the  investment  portfolio and the shifting of Federal Funds Sold
into higher  yielding loans have added greatly to the improvement of the Company
interest  margins  and  spreads.  This  growth is  reflective  of the  Company's
business  plan to  increase  its loan to  deposit  ratio.  The  following  table
reflects the  composition  of the Company's  loan  portfolio as of June 30, 2000
compared to December 31, 1999.

                       Table 5: Loan Portfolio Composition

                                                    June 30,       December 31,
                                                      2000             1999
                                                 --------------    -----------
                                                           (thousands)
     Commercial, financial and agricultural     $    161,246     $     136,937
     Real estate - mortgage                          101,656            86,275
     Real estate - construction                       22,067            18,926
     Installment and consumer                         28,158            23,946
                                                    --------          --------

     Total loans, net of unearned income             313,127           266,084
     Less: allowance for loan losses                  (3,201)           (2,671)
                                                    ---------         --------

     Net loans                                   $   309,926      $    263,413
                                                    ========          ========


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

                                       15


<PAGE>
<TABLE>

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

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

<S>                                         <C>        <C>           <C>            <C>
Commercial, financial and agricultural      $  13,197  $  97,504     $     50,545   $  161,246
Real estate - construction                     22,067         -                -        22,067
All other loans                                10,684     38,006           81,124      129,814
                                             --------    --------      ----------     --------

Total                                       $  45,948  $ 135,510     $    131,669   $  313,127
                                              =======    ========      ==========     ========

Fixed interest rate                         $  14,285  $  93,610     $     61,916   $  169,811
Variable interest rate                      $  31,663  $  41,900     $     69,753   $  143,316

</TABLE>

Loan Quality

          The  allowance  for loan losses  represents  a reserve  for  potential
losses in the loan  portfolio.  On an  ongoing  basis,  management  attempts  to
maintain  the  allowance  for loan  losses at levels  sufficient  to provide for
losses  inherent  in the  loan  portfolio.  The  allowance  for loan  losses  is
established  through a provision charged to expense. In determining the adequacy
of the reserve for loan losses,  management considers those levels maintained by
other  peer  banks,  conditions  of  the  individual  borrowers,  the  Company's
historical loan loss experience and the general economic environment, as well as
the overall portfolio composition.  Loans are charged against the allowance when
it is recognized that collection of the principal is unlikely. The allowance for
loan losses on June 30, 2000,  was 1.02% of total  loans,  compared to 1.00% one
year earlier.  Table 7:  "Allocation  of Allowance  for Loan Losses",  set forth
below, indicates the specific reserves allocated by loan type.

<TABLE>
                Table 7: Allocation of Allowance for Loan Losses

                                                 June 30,                  December 31,
                                                   2000                        1999
                                        --------------------------   --------------------------
                                                     Percent of                   Percent of
                                                    Loans in Each                Loans in Each
                                                      Category to                 Category to
                                          Amount     Total Loans      Amount     Total Loans
                                         ---------   -------------   ---------   -------------
                                                              (dollars in thousands)
         <S>                              <C>             <C>
         Commercial, financial
            and agricultural              $ 2,141         52%       $  1,670           52%
         Real estate - mortgage               245         32%            220           32%
         Real estate- construction             13          7%             12            7%
         Consumer                             767          9%            769            9%
         Unallocated                           35          -               -            -
                                            -----        ----        -------          ----
         Total                           $  3,201        100%        $ 2,671          100%
                                            =====        ====        =======          ====
</TABLE>

         Total non-performing  assets declined to $787,000 at June 30, 2000 from
$831,000 as of December 31, 1999. Non-performing assets as a percentage of total
assets  decreased  to 0.20% on June 30,  2000 from 0.24% on December  31,  1999.
Non-accrual loans have decreased  $126,000 since December 31, 1999 primarily due
to the  pay-off  of a large  residential  loan.  Other  real  estate  owned  and
repossessions  decreased  by  $52,000,  which  is  largely  due to the sale of a
commercial property.

                                       16
<PAGE>

                         Table 8: Non-Performing Assets

                                                     June 30,       December 31,
                                                      2000            1999
                                                   ----------      ------------
                                                       (dollars in thousands)

                  Non-accrual loans                   $    423        $    549
                  Past due loans 90 days or
                     more and still accruing               314             180
                  Other real estate owned
                     and repossessions                      50             102
                                                        ------          ------
                  Total non-performing assets          $   787        $    831
                                                        ======          ======

                  Percent of total assets                0.20%           0.24%

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

<TABLE>

                 Table 9: Activity in Allowance for Loan Losses

                                                                                     June 30,
                                                                           2000                  1999
                                                                        ---------              --------
                                                                                 (dollars in thousands)
         Allowance for loan loss balance applicable to:

<S>                                                                    <C>                   <C>
         Balance at beginning of year                                  $    2,671            $    1,875
         Loans charged-off:
            Commercial, financial and agricultural                             15                   182
            Real estate, mortgage                                              11                     8
            Real estate, construction                                           -                     -
            Consumer                                                          159                   108
                                                                          -------               -------
               Total loans charged-off                                       (185)                 (298)
         Recoveries on loans previously charged-off:
            Commercial, financial and agricultural                             24                    68
            Real estate, mortgage                                               -                     -
            Real estate, construction                                           -                     -
            Consumer                                                           91                    15
                                                                          -------               -------
               Total loan recoveries                                          115                    83
                                                                          -------               -------
                 Net loans charged-off                                        (70)                 (215)
                                                                          -------               -------

         Provision for loan losses charged to expense                         600                   510
                                                                          -------               -------
         Ending balance                                                $    3,201            $    2,170
                                                                          =======               =======

         Total loans outstanding                                       $  313,127            $  216,856
         Average loans outstanding                                     $  290,303            $  200,977

         Allowance for loan losses to loans outstanding                     1.02%                 1.00%
         Net charge-offs to average loans outstanding, annualized           0.05%                 0.21%

</TABLE>
                                       17
<PAGE>




Investment Portfolio

         The Company  uses its  securities  portfolio  primarily  as a source of
liquidity and a base from which to pledge assets for  repurchase  agreements and
public  deposits.  The total  recorded  value of securities was $43.3 million at
June  30,  2000,  a  decrease  of 5% from  $45.7  million  at the  end of  1999.
Securities  are  classified as either  held-to-  maturity or  available-for-sale
which are recorded at fair market value.  Securities  available-for-sale,  which
made up 77% of the total investment portfolio as of June 30, 2000 had a value of
$33.2  million.  With  most of the  portfolio  being  in the  available-for-sale
category,  the  Company  has  the  flexibility  in case an  immediate  need  for
liquidity arises.  The unrealized gains or losses, net of tax, do not impact net
income or regulatory  capital but are recorded as adjustments  to  shareholders'
equity. At June 30, 2000, shareholders' equity included a net unrealized loss of
$515,000 compared to a net unrealized loss of $537,000 at December 31, 1999.

         As a percent of total  earning  assets,  the  investment  portfolio has
decreased  to a level of 12% at June 30,  2000  compared  to 15% for year  ended
1999. The decrease in the size of the portfolio relative to total earning assets
is attributable to the increase in loan growth which improved the mix of earning
assets.

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

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








                                       18


<PAGE>

<TABLE>
          Table 10: Maturity Distribution of Investment Securities (1)
                                  June 30, 2000

(dollars in thousands)                         Held to Maturity                               Available for Sale
-------------------------------------------------------------------------------------------------------------------
                                           Amortized       Estimated                 Amortized       Estimated
                                              Cost        Market Value                  Cost        Market Value
                                          -----------     ------------              ----------     -------------
<S>                                      <C>              <C>
U.S. Treasury:
   One year or less                      $          -     $          -            $      7,488   $      7,485
   Over one through five years                      -                -                   1,500          1,495
                                           ----------      -----------               ---------      ---------
Total U.S. Treasury                                 -                -                   8,988          8,980

 U.S. Government Agencies
 and Corporations:
   Over one through five years                  8,584            8,582                  20,000         19,159
   Over five through ten years                      -                -                       -              -
                                           ----------      -----------               ---------      ---------
Total U.S. Government Agencies                  8,584            8,582                  20,000         19,159
 and Corporations

Obligations of State and Political
 Subdivisions:

   One year or less                                 -                -                      85             85
   Over one through five years                      -                -                     417            412
   Over ten years                                   -                -                     608            611
                                           ----------      -----------               ---------      ---------
Total Obligations of State and                      -                -                   1,110          1,108
 Political Subdivisions

Mortgage-Backed Securities (2):
   One year or less                             1,538            1,536                       -              -
   Over one through five years                     10               10                      51             51
   Over five through ten years                      -                -                     613            610
   Over ten years                                   -                -                   1,417          1,400
                                           ----------      -----------               ---------      ---------
Total Mortgage-Backed Securities                1,548            1,546                   2,081          2,061

Other Securities:
   Over ten years (3)                               -                -                   1,816          1,866
                                           ----------      -----------               ---------      ---------
Total Other Securities                              -                -                   1,816          1,866
                                           ----------      -----------               ---------      ---------
Total Securities                         $     10,132     $     10,128            $     33,995   $     33,174
                                           ==========      ===========               =========      =========
<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 11: Weighted Average Yield by Range of Maturities
<TABLE>
                                          June 30, 2000   December 31, 1999   June 30, 1999
                                          -------------   -----------------   -------------
<S>                                           <C>               <C>                <C>
    One Year or Less                          6.26%             5.81%              5.87%
    More than One through Five Years          6.02%             6.15%              6.08%
    More than Five through Ten Years          6.17%             5.78%              5.69%
    More than Ten Years (1)                   6.18%             5.65%              5.61%

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


Other Earning Assets

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

FUNDING SOURCES

Deposits

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

                            Table 12: Total Deposits

                                                      June 30,      December 31,
                                                        2000           1999
                                                     -----------    -----------
                                                              (thousands)
         Non-interest bearing:
                 Demand checking                    $   50,367       $   42,110
         Interest bearing:
                 NOW checking                           73,708           61,977
                 Money market checking                  38,435           33,589
                 Savings                                17,395           16,537
                 Certificates of deposit               149,399          133,990
                                                      --------         --------

         Total deposits                             $  329,304       $  288,203
                                                      ========         ========

CAPITAL RESOURCES

         Shareholders' equity at June 30, 2000 was $43.6 million, as compared to
$43.1 million at December 31, 1999. At June 30, 2000, the Company's common stock
had a book value of $7.13 per share  compared to $7.04 per share at December 31,
1999.

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

         Under the terms of the guidelines, banks must meet minimum capital
adequacy  based upon both total assets and risk adjusted  assets.  All banks are
required to maintain a minimum ratio of total capital to risk-  weighted  assets
of 8% and a minimum ratio of Tier 1 capital to risk-weighted  assets of 4%. Tier
1 Capital includes common  shareholders'  equity and qualifying preferred stock,
less goodwill and other adjustments.  Tier 2 Capital consists of preferred stock


                                       20
<PAGE>

not qualifying as Tier 1 Capital, mandatory convertible debt, limited amounts of
subordinated  debt,  other  qualifying  term debt and the  allowance  for credit
losses up to 1.25% of  risk-weighted  assets.  Total Capital  consists of Tier 1
Capital and Tier 2 Capital.  The  regulatory  agencies have also  established an
additional  capital adequacy  guideline referred to as the Tier 1 leverage ratio
that measures the ratio of Tier 1 capital to average quarterly assets. Adherence
to these  guidelines  has not had an adverse  impact on the Company or the Bank.
Selected  capital  ratios  at June 30,  2000  compared  to 1999  and  regulatory
requirements are as follows:

<TABLE>

                                             Table 13:  Capital Ratios

                                             June 30,              Well-Capitalized     Regulatory
                                        2000         1999              Requirements        Minimums
                                    ------------ ------------          ------------        --------

<S>                                      <C>          <C>
Risk Based Capital Ratios:
     Tier 1 Capital Ratio                13.9%        19.5%               6.0%              4.0%

     Total Capital to

       Risk-Weighted Assets              14.9%         20.6%             10.0%              8.0%

Tier 1 Leverage Ratio                    11.1%         13.2%              5.0%              4.0%

</TABLE>


            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.  No derivative  financial  instruments are held by the Company, but
other  financial  instruments,  which  include  investments,  loans and  deposit
liabilities are included in the Company's  balance sheet.  The release  requires
quantitative and qualitative  disclosures  about market risk. See section titled
"Liquidity  and  Interest  Rate  Sensitivity"  for  further  discussion  on  the
Company's management of interest rate risk.

         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 judgement of the most appropriate factors, there
is no assurance that,  were the Company to have disposed of such  instruments at
June 30, 2000, 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 June 30, 2000 would not  necessarily  be considered to
apply at subsequent dates.

                                       21


<PAGE>




                                     PART II
                                OTHER INFORMATION

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

Item 2.  Changes in Securities - Not applicable.

Item 3.  Defaults Upon Senior Securities - Not applicable.

Item 4.  Submission of Matters to a Vote of Security  Holders - On May 17,2000,
         the Company held its Annual Meeting of Shareholders, whereby the Board
         of Directors (Thomas R. Andrews,  Audrey S. Bullard, Raymon Land, Sr.,
         Marvin H. Pritchett,  Halcyon E. Skinner,  William Streicher and K. C.
         Trowell) all were  re-elected.  The following  summarizes  all matters
         submitted and voted upon at this annual meeting:

a.       The  following  directors  were  elected  to  serve  on the  Board  of
         Directors. These individuals served on the Board of Directors prior to
         the Annual Meeting. The number of votes cast were as follows:

                                                   Against/        Abstentions/
                                       For        Withheld     Broker Non-Votes

         Thomas R. Andrews        5,183,417         12,550                 0
         Audrey S. Bullard        5,183,417         12,550                 0
         Raymon Land, Sr.         5,182,217         13,750                 0
         Marvin H. Pritchett      5,183,417         12,550                 0
         Halcyon E. Skinner       4,957,817        238,150                 0
         William Streicher        5,183,417         12,550                 0
         K. C. Trowell            4,912,081        283,886                 0

Item 5.           Other Information - Not applicable.

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

(a)      Exhibits:

         27 - Financial Data Schedule

(b)      Reports on Form 8-K:

         None

                                       22


<PAGE>


                                   SIGNATURES

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

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


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

                                       Date:   August 9, 2000



















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