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, 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 July 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>
<S>                                                                                             <C>
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 ..............................................................10

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

         Overview .............................................................................11
         Results of Operations ................................................................11
         Liquidity and Interest Rate Sensitivity...............................................14
         Earning Assets........................................................................17
         Funding Sources ......................................................................21
         Capital Resources ....................................................................21

         Item 3.  Quantitative and Qualitative Disclosure About Market Risk ...................22

PART II - OTHER INFORMATION
         Item 1.  Legal Proceedings ...........................................................23

         Item 2.  Changes in Securities .......................................................23

         Item 3.  Defaults Upon Senior Securities .............................................23

         Item 4.  Submission of Matters to a Vote of Security Holders .........................23

         Item 5.  Other Information ...........................................................23

         Item 6.  Exhibits and Reports on Form 8-K ............................................23
</TABLE>




                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                                   (Unaudited)
<TABLE>
                                                                                               June 30,     December 31,
                                       ASSETS                                                    2002          2001
                                                                                               ---------     ---------
<S>                                                                                            <C>           <C>
Cash and cash equivalents:                                                                           (thousands)
     Cash and due from banks                                                                   $  21,540     $  17,993
     Federal funds sold                                                                              950         2,100
     Interest-bearing deposits in other banks                                                        425           584
                                                                                               ---------     ---------
       Total cash and cash equivalents                                                            22,915        20,677

Investment securities available for sale                                                          41,943        33,003
Investment securities held to maturity                                                             1,738         4,060
Loans:
     Commercial, financial and agricultural                                                      316,645       280,453
     Real estate - mortgage                                                                      149,844       147,973
     Real estate - construction                                                                   47,559        41,064
     Installment and consumer                                                                     40,944        42,157
                                                                                               ---------     ---------
       Total loans, net of unearned income                                                       554,992       511,647
Less:  Allowance for loan losses                                                                 (5,750)       (5,205)
                                                                                               ---------     ---------
       Net loans                                                                                 549,242       506,442

Loans held for sale                                                                                7,105         9,908
Premises and equipment, net                                                                       25,484        26,167
Intangible assets, net                                                                             6,428         6,802
Other assets                                                                                       6,088         4,962
                                                                                               ---------     ---------
         TOTAL ASSETS                                                                          $ 660,943     $ 612,021
                                                                                               =========     =========
                                         LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
     Non-interest bearing demand                                                               $  83,662     $  72,859
     Savings, NOW and money market                                                               218,461       191,495
     Time under $100,000                                                                         151,670       152,986
     Time $100,000 and over                                                                      133,740       115,551
                                                                                               ---------     ---------
       Total deposits                                                                            587,533       532,891
Securities sold under repurchase agreements and federal funds purchased                           10,058        18,148
Other borrowings                                                                                  10,000        10,000
Other liabilities                                                                                  5,000         4,313
                                                                                               ---------     ---------
       Total liabilities                                                                         612,591       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,
     6,095,953 shares issued and outstanding at June 30, 2002 and
     6,106,453 shares issued and outstanding at December 31, 2001                                     61
                                                                                                                    61
Additional paid-in capital                                                                        30,540        30,533
Retained earnings                                                                                 17,466        15,749
Accumulated other comprehensive income, net of taxes                                                 285           326
                                                                                               ---------     ---------
       Total shareholders' equity                                                                 48,352        46,669
                                                                                               ---------     ---------
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                            $ 660,943     $ 612,021
                                                                                               =========     =========
</TABLE>

    See accompanying notes to unaudited consolidated finanicial statements.



                                       3
<PAGE>

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)
<TABLE>
                                                                                                 Six Months Ended
                                                                                                     June 30,
                                                                                               2002            2001
                                                                                            -----------    ----------
                                                                                                   (thousands)
<S>                                                                                         <C>            <C>
Interest Income
    Interest and fees on loans                                                              $    18,900    $   18,447
    Interest on investment securities available for sale                                            847           979
    Interest on investment securities held to maturity                                               71           215
    Interest on federal funds sold                                                                   43            28
    Interest on interest-bearing deposits                                                             5             2
                                                                                            -----------    ----------
      Total interest income                                                                      19,866        19,671

Interest Expense
    Interest on deposits                                                                          7,177         8,643
    Interest on repurchases and federal funds purchased                                             108           359
    Interest on other borrowings                                                                    324           866
                                                                                            -----------    ----------
      Total interest expense                                                                      7,609         9,868
                                                                                            -----------    ----------
        Net interest income                                                                      12,257         9,803

Provision for Loan Losses                                                                         1,025           900
                                                                                            -----------    ----------
    Net interest income after provision for loan losses                                          11,232         8,903

Non-Interest Income
    Service charges                                                                               1,562         1,395
    Secondary market mortgage sales                                                                 994          746
    Other fees and charges                                                                          344           315
    Gain on called investment securities                                                              4             -
                                                                                            -----------    ----------
      Total non-interest income                                                                   2,904         2,456

Non-Interest Expense
    Salaries and employee benefits                                                                5,526         4,977
    Occupancy and equipment expenses                                                              1,656         1,396
    Other operating expenses                                                                      3,281         2,748
                                                                                            -----------    ----------
      Total non-interest expense                                                                 10,463         9,121
                                                                                            -----------    ----------

Income before income taxes                                                                        3,673         2,238
    Provision for income taxes                                                                    1,345           785
                                                                                            -----------    ----------

NET INCOME                                                                                  $     2,328    $    1,453
                                                                                            ===========    ==========

Earnings Per Share (Note 3):

    Basic earnings per share                                                                $      0.38    $     0.24
                                                                                            ===========    ==========
    Weighted average shares outstanding                                                       6,098,512     6,096,244
                                                                                            ===========    ==========
    Diluted earnings per share                                                              $      0.38    $     0.23
                                                                                            ===========    ==========
    Diluted weighted average shares outstanding                                               6,176,294     6,216,274
                                                                                            ===========    ==========
Dividends Per Share                                                                         $      0.10    $     0.10
                                                                                            ===========    ==========
</TABLE>

    See accompanying notes to unaudited consolidated finanicial statements.

                                       4
<PAGE>


                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)
<TABLE>
                                                                                                Three Months Ended
                                                                                                     June 30,
                                                                                                2002            2001
                                                                                             ----------      ----------
                                                                                                   (thousands)
<S>                                                                                          <C>             <C>
Interest Income
    Interest and fees on loans                                                               $    9,648      $    9,540
    Interest on investment securities available for sale                                            411             460
    Interest on investment securities held to maturity                                               30             104
    Interest on federal funds sold                                                                   29              12
    Interest on interest-bearing deposits                                                             4               -
                                                                                             ----------      ----------
      Total interest income                                                                      10,122          10,116

Interest Expense
    Interest on deposits                                                                          3,512           4,513
    Interest on repurchases and federal funds purchased                                              47             173
    Interest on other borrowings                                                                    163             329
                                                                                             ----------      ----------
      Total interest expense                                                                      3,722           5,015
                                                                                             ----------      ----------
        Net interest income                                                                       6,400           5,101

Provision for Loan Losses                                                                           525             500
                                                                                             ----------      ----------
    Net interest income after provision for loan losses                                           5,875           4,601

Non-Interest Income
    Service charges                                                                                 822             750
    Secondary market mortgage sales                                                                 521             551
    Other fees and charges                                                                          153             136
    Gain on called investment securities                                                              4               -
                                                                                             ----------      ----------
      Total non-interest income                                                                   1,500           1,437

Non-Interest Expense
    Salaries and employee benefits                                                                2,783           2,564
    Occupancy and equipment expenses                                                                834             739
    Other operating expenses                                                                      1,687           1,430
                                                                                             ----------      ----------
      Total non-interest expense                                                                  5,304           4,733
                                                                                             ----------      ----------

Income before income taxes                                                                        2,071           1,305
    Provision for income taxes                                                                      738             462
                                                                                             ----------      ----------

NET INCOME                                                                                   $    1,333      $      843
                                                                                             ==========      ==========

Earnings Per Share (Note 3):

    Basic earnings per share                                                                 $     0.22      $     0.14
                                                                                             ==========      ==========
    Weighted average shares outstanding                                                       6,095,953       6,097,474
                                                                                             ==========      ==========

    Diluted earnings per share                                                               $     0.21      $     0.14
                                                                                             ==========      ==========
    Diluted weighted average shares outstanding                                               6,200,906       6,233,770
                                                                                             ==========      ==========

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

    See accompanying notes to unaudited consolidated finanicial statements.

                                       5
<PAGE>


                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
                                                                                                               Six Months Ended
                                                                                                                   June 30,
                                                                                                            2002              2001
                                                                                                         --------          --------
                                                                                                                 (thousands)
<S>                                                                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                                               $  2,328          $  1,453
Adjustments to reconcile net income to net cash provided by operating activities:
    Net gain on called investment securities                                                                   (4)                -
    Depreciation and amortization                                                                           1,236               819
    Provision for loan loss                                                                                 1,025               900
    Investment securities amortization (accretion), net                                                        91                (5)
    Non-cash compensation                                                                                       -                14
    Net proceeds from (origination of) loans held for sale                                                  2,803           (11,444)
    Changes in assets and liabilities:
       Other assets                                                                                        (1,220)              251
       Other liabilities                                                                                      686               942
                                                                                                         --------          --------
          Net cash provided by (used in) operating activities                                               6,945            (7,070)
                                                                                                         --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities available for sale                                                     (20,239)          (27,511)
Proceeds from maturities of securities available for sale                                                   3,234            18,358
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                                                            2,321             1,242
Net increase in loans                                                                                     (43,826)          (75,576)
Purchases of premises and equipment                                                                          (179)           (2,577)
Branches acquired from Republic Bank                                                                            -            43,211
                                                                                                         --------          --------
          Net cash used in investing activities                                                           (50,549)          (32,850)
                                                                                                         --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits                                                                                   54,642            59,424
Net decrease in securities sold under repurchase agreements                                                (8,090)           (9,641)
   and federal funds purchased
Net decrease in FHLB advances                                                                                   -            (5,000)
Cash dividends                                                                                               (610)             (610)
Repurchase of common stock                                                                                   (100)                -
                                                                                                         --------          --------
          Net cash provided by financing activities                                                        45,842            44,173
                                                                                                         --------          --------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                                   2,238             4,253

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

CASH AND CASH EQUIVALENTS, end of period                                                                 $ 22,915          $ 25,151
                                                                                                         ========          ========

SUPPLEMENTAL DISCLOSURES:
          Interest paid                                                                                  $  8,399          $  8,799
                                                                                                         ========          ========

          Income taxes paid                                                                              $  1,267          $    886
                                                                                                         ========          ========
</TABLE>

    See accompanying notes to unaudited consolidated finanicial statements.

                                       6
<PAGE>

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 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 results for the
interim periods  presented.  Operating results for the six months ended June 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's")
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 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 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
June 30, 2002 and 2001.

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










                                       7
<PAGE>

<TABLE>
                                                                        Three Months Ended                    Six Months Ended
                                                                     June 30,          June 30,          June 30,          June 30,
                                                                       2002              2001              2002              2001
                                                                    ----------        ----------        ----------        ----------
<S>                                                                 <C>               <C>               <C>               <C>
Numerator:
   Net income                                                       $    1,333        $      843        $    2,328        $    1,453
   Preferred stock dividends                                                 -                 -                 -                 -
                                                                    ----------        ----------        ----------        ----------
   Numerator for basic earnings per share
                                                                         1,333               843             2,328             1,453
                                                                    ----------        ----------        ----------        ----------
      Income to common shareholders
   Effect of dilutive securities:
      Preferred stock dividends                                              -                 -                 -                 -
                                                                    ----------        ----------        ----------        ----------
   Numerator for diluted earnings per share
      Income available to common shareholders                       $    1,333        $      843        $    2,328        $    1,453
                                                                    ==========        ==========        ==========        ==========
Denominator:
   Denominator for basic earnings per share
      Weighted-average shares                                        6,095,953         6,097,474         6,098,512         6,096,244
   Effect of dilutive securities:
      Common stock options                                             104,953           136,296            77,782           120,030
                                                                    ----------        ----------        ----------        ----------
   Dilutive potential common shares                                    104,953           136,296            77,782           120,030
                                                                    ----------        ----------        ----------        ----------
   Denominator for diluted earnings per share
      Adjusted weighted average shares                               6,200,906         6,233,770         6,176,294         6,216,274
                                                                    ==========        ==========        ==========        ==========

Basic earnings per share                                            $     0.22        $     0.14        $     0.38        $     0.24
                                                                    ==========        ==========        ==========        ==========


Diluted earnings per share                                          $     0.21        $     0.14        $     0.38        $     0.23
                                                                    ==========        ==========        ==========        ==========
</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 six months ending June 30, 2002 and 2001.

<TABLE>
                                                                                   Three Months Ended           Six Months Ended
                                                                                 June 30,      June 30,       June 30,      June 30,
                                                                                   2002          2001          2002           2001
                                                                                 -------       -------       --------      ---------


<S>                                                                              <C>           <C>           <C>           <C>
  Unrealized gain (loss) recognized in other comprehensive
  income (net):
   Available for sale securities                                                 $   421       $    99       $   160       $   668
   Interest rate swap designated as cash flow hedge                                 (321)            -          (226)            -
                                                                                 -------       -------       -------       -------
   Total unrealized gains (loss) before income taxes                                 100            99           (66)          668
   Income taxes                                                                       37            37           (24)          249
                                                                                 -------       -------       -------       -------
       Net of tax                                                                $    63       $    62       $   (42)      $   419
                                                                                 =======       =======       =======       =======
Amounts reported in net income:
   Gain on sale of securities                                                    $     4        $    -       $     4        $    -
   Interest rate swap designated as cash flow hedge                                  (69)            -          (140)            -
   Net amortization (accretion)                                                       49            (1)           91            (5)
                                                                                 -------       -------       -------       -------
   Reclassification adjustment                                                       (16)           (1)          (45)           (5)
   Income taxes                                                                        6             -            17             2
                                                                                 -------       -------       -------       -------
       Reclassification adjustment, net of tax                                   $   (10)      $    (1)      $   (28)      $    (3)
                                                                                 =======       =======       =======       =======

Amounts reported in other comprehensive income:
   Net unrealized  gain (loss)  arising during period,  net of tax               $    53       $    61       $   (70)      $   416
   Reclassification adjustment, net of tax                                            10             1            28             3
                                                                                 -------       -------       -------       -------
   Unrealized gain (loss) arising during period, net of tax                           63            62           (42)          419
   Net income                                                                      1,333           843         2,328         1,453
                                                                                 -------       -------       -------       -------
      Total comprehensive income                                                 $ 1,396       $   905       $ 2,286       $ 1,872
                                                                                 =======       =======       =======       =======
</TABLE>


                                       8
<PAGE>


Note 5.  Recent Accounting Pronouncements
In June 2001, the 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 six months ended June 30,
2002. The Company recorded goodwill  amortization expense of $35,000 for the six
months ended June 30, 2001.  The carrying value of goodwill was $646,000 at June
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
$374,000  for the three and six  months  ended  June 30,  2002 and  $27,000  and
$106,000  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 $1.8 million at June 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  FAS  143,  Accounting  for  Asset  Retirement
Obligations.   FAS  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,
FAS 143 is effective for financial  statements issued for fiscal years beginning
after June 15, 2002. The Company  believes the adoption of FAS 143 will not have
a significant impact on the Company's consolidated financial statements.

In August  2001,  the FASB  issued FAS 144,  Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets.  FAS 144 supersedes FAS 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 APB 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.  FAS  144  also  amends  Accounting  Research  Bulletins  No.  51,
Consolidated  Financial Statements,  to eliminate the exception to consolidation
for a  subsidiary  for which  control  is likely to be  temporary.  The  Company
believes  the  adoption  of FAS 144 will not have a  significant  impact  on the
Company's consolidated financial statements.

In May 2001,  the FASB issued FAS 145,  Rescission of FASB  Statements No. 4, 44
and 64, Amendment of FAS 13, and Technical Corrections as of April 2002. FAS 145
rescinds FAS 4, Reporting Gains and Losses from  Extinguishment  of Debt, and an
amendment of that  Statement,  FAS 64,  Extinguishments  of Debt Made to Satisfy
Sinking-Funds  Requirements.  FAS  145  also  rescinds  FAS 44,  Accounting  for
Intangible Assets of Motor Carriers and amends FAS 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.  The
Company  believes the adoption of FAS 145 will not have a significant  impact on
the Company's consolidated financial statements.

In June 2002, the FASB issued FAS 146, Accounting for Costs Associated with Exit
or Disposal Activities. FAS 146 addresses financial accounting and reporting for


                                       9
<PAGE>



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 Company believes the adoption of FAS 146
will not have a  significant  impact  on the  Company's  consolidated  financial
statements.






                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                             Selected Financial Data




<TABLE>

                                                                        Six Months Ended June 30,
                                                                          2002             2001
                                                                        --------         -------
Dollars in thousands except per share information
=================================================================================================
SUMMARY OF OPERATIONS:
<S>                                                                  <C>           <C>


Total interest income                                                $    19,866   $     19,671
Total interest expense                                                    (7,609)        (9,868)
                                                                     -----------   ------------
Net interest income                                                       12,257          9,803
Provision for loan losses                                                 (1,025)          (900)
                                                                     -----------   ------------
Net interest income after provision for loan losses                       11,232          8,903
Non-interest income                                                        2,904          2,456
Non-interest expense                                                     (10,463)        (9,121)
                                                                     -----------   ------------
Income before taxes                                                        3,673          2,238
Income taxes                                                              (1,345)          (785)
                                                                     -----------   ------------
Net income                                                           $     2,328   $      1,453
                                                                     ===========   ============

===============================================================================================
PER COMMON SHARE:
Basic earnings                                                       $      0.38   $       0.24
Diluted earnings                                                            0.38           0.23
Book value                                                                  7.93           7.53
Dividends                                                                   0.10           0.10
Actual shares outstanding                                              6,095,953      6,099,376
Weighted average shares outstanding                                    6,098,512      6,096,244
Diluted weighted average shares outstanding                            6,176,294      6,216,274

===============================================================================================
KEY RATIOS:
Return on average assets                                                    0.75%          0.57%
Return on average shareholders' equity                                      9.83           6.47
Dividend payout                                                            26.32          41.67
Efficiency ratio                                                           69.01          74.40
Total risk-based capital ratio                                              8.66           9.24
Average shareholders' equity to average assets                              7.61           8.89
Tier 1 leverage                                                             6.56           7.31

===============================================================================================
FINANCIAL CONDITION AT PERIOD-END:
Assets                                                                  $660,943       $576,959
Loans                                                                    554,992        467,659
Deposits                                                                 587,533        489,476
Shareholders' equity                                                      48,352         45,911

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



                                       10
<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
three and six months ended June 30, 2002 and 2001.  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,  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 June 30, 2002 were
$1.3 million,  or $0.21 per diluted  share,  compared to $843,000,  or $0.14 per
diluted share,  in the second quarter of 2001. For the six months ended June 30,
2002, net income was $2.3 million or $0.38 per diluted  share,  compared to $1.5
million, or $0.23 per diluted share for the comparable 2001 period. Total assets
increased to $660.9  million at June 30, 2002 compared to $577.0 million at June
30, 2001, an increase of 15%. Total  outstanding loans and deposits rose 19% and
20% to $555.0 million and $587.5  million,  respectively,  at June 30, 2002 from
$467.7 million and $489.5 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 for the first half of 2002 was
$12.3  million,  compared to $9.8  million for the first six months in 2001,  an
increase of 25%. The increase was primarily  due to loan and deposit  growth and
improved rates and spreads, partially offset by lower loan fees.

     Total average earning assets  increased  $113.7  million,  or 25% to $573.6
million in 2002,  compared to $460.0 million in 2001. The primary driver of this
increase  was an  increase  in the  average  balance  of loans of $110  million.
Increases in interest bearing  deposits,  including those accounts acquired from
Republic Bank in May 2001, were the main  contributors in the $96.9 million,  or
24%, growth in average interest bearing liabilities.

     Net interest margin remained consistent in 2002 compared to the same period
in 2001.  Total  earning  asset yields  decreased to 6.98% in 2002 from 8.63% in
2001 and rates on interest-bearing  liabilities  decreased to 3.08% in 2002 from
4.96% 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.  The lower  rates on
interest  bearing  liabilities  reflects  a change  in  funding  mix  away  from
higher-cost sources to lower cost deposits, coupled with the lower interest rate
environment.  The Company continues to benefit from a reduction in funding costs
as  higher-rate  certificates  of deposit  mature and are rolled over in today's
lower rate environment. However, 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


                                       11
<PAGE>

and Rates" provides the Company's  average volume of interest earning assets and
interest bearing liabilities for the first half of 2002 and 2001.

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

                                          Six Months Ended June 30, 2002        Six Months Ended June 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                   $    5,234    $       43     1.66%     $   1,154    $       28       4.89%
  Investment securities
    available for sale                     37,982           847     4.50         33,128           979       5.96
  Investment securities
    held to maturity                        2,364            71     6.06          7,039           215       6.16
  Loans (1)                               527,419        18,900     7.23        418,321        18,447       8.89
  Interest bearing deposits                   553             5     1.82            213             2       1.90
                                       ----------    ----------     ----      ---------    ----------       ----

TOTAL EARNING ASSETS                      573,552        19,866     6.98        459,855        19,671       8.63
  All other assets                         54,643                                49,775
                                       ----------                             ---------

TOTAL ASSETS                           $  628,195                             $ 509,630
                                       ==========                             =========

LIABILITIES AND
  SHAREHOLDERS' EQUITY:
  NOW and money markets                $  179,827    $    1,580     1.77%     $ 128,930    $    1,940       3.03%
  Savings                                  21,526            80     0.75         17,535           109       1.25
  Time deposits                           272,248         5,517     4.09        208,841         6,594       6.37
  Repurchases and federal
     funds purchased                       14,555           108     1.50         14,918           359       4.85
 Short term borrowings                          -             -        -         31,077           866       5.62
 Other borrowings                          10,000           324     6.53              -             -          -
                                       ----------    ----------     ----      ---------    ----------       ----
TOTAL INTEREST BEARING
  LIABILITIES                             498,156         7,609     3.08        401,301         9,868       4.96
  Demand deposits                          77,613                                57,351
  Other liabilities                         4,651                                 5,676
  Shareholders' equity                     47,775                                45,302
                                       ----------                             ---------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                 $  628,195                             $ 509,630
                                       ==========                             =========
                                                                    ----                                    ----
INTEREST SPREAD (2)                                                 3.90%                                   3.67%
                                                                    ====                                    ====

                                                     ----------                            ----------
NET INTEREST INCOME                                  $   12,257                            $    9,803
                                                     ==========                            ==========

NET INTEREST MARGIN (3)                                             4.31%                                   4.30 %
                                                                    ====                                    ====


----------
<FN>
(1)  Interest  income on average loans includes loan fee recognition of $234,000
     and $726,000 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>



                                       12
<PAGE>



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

<TABLE>
                                                                 NET CHANGE JUNE 30,                    NET CHANGE JUNE 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                                      $    99      $   (84)     $    15      $  (125)     $    (7)     $  (132)
   Investment securities available for sale                    143         (275)        (132)         (13)         (69)         (82)
   Investment securities held to maturity                     (142)          (2)        (144)         (96)          14          (82)
   Loans                                                     4,810       (4,357)         453        5,720         (315)       5,405
   Interest bearing deposits                                     3            -            3          (33)          (5)         (38)
                                                           -------      -------      -------      -------      -------      -------
      Total                                                  4,913       (4,718)         195        5,453         (382)       5,071
                                                           -------      -------      -------      -------      -------      -------


INTEREST EXPENSE:
   NOW and money markets                                       766       (1,126)        (360)         346         (120)         226
   Savings                                                      25          (54)         (29)           -          (13)         (13)
   Time deposits                                             2,002       (3,079)      (1,077)       1,771          823        2,594
   Repurchases and federal funds
     purchased                                                  (9)        (242)        (251)         217          (48)         169
   Short term borrowings                                      (866)           -         (866)         823         (126)         697
   Other borrowings                                            324            -          324            -            -            -
                                                           -------      -------      -------      -------      -------      -------
      Total                                                  2,242       (4,501)      (2,259)       3,157          516        3,673
                                                           -------      -------      -------      -------      -------      -------
         Net interest income                               $ 2,671      $  (217)     $ 2,454      $ 2,296      $  (898)     $ 1,398
                                                           =======      =======      =======      =======      =======      =======

----------
<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,  2002
increased $63,000, or 4% and $448,000, or 18%, respectively,  for the comparable
periods in 2001. The increase in the three month period was primarily attributed
to fees  associated  with the increased  deposit  base.  The increase in the six
month  period was mainly  attributable  to mortgage  loan  originations  and the
increased  deposit base.  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 $167,000,
or 12% in the first half of 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 $33,000, or 10% for the first six months of 2002
compared to the comparable 2001 period.

     Non-interest  income,  annualized,  as a percentage  of average  assets was
0.93%  for the six  months  ended  June 30,  2002,  compared  to  0.97%  for the
comparable period in 2001.

Non-Interest Expense

     Non-interest  expense was $5.3 million and $10.5  million for the three and
six month  periods ended June 30, 2002 compared to $4.7 million and $9.1 million
for the respective 2001 periods, an increase of 12% and 15%, respectively.  This
increase is primarily  attributable to higher personnel costs resulting from the
build-out of the Company's  production and operational  platform during the last
two  years.  Non-interest  expense  also  increased  as a result of higher  data


                                       13
<PAGE>

processing costs resulting from a larger customer base and increased transaction
activity  and the  amortization  of the  core  deposit  intangible  recorded  in
connection  with  the  2001  Republic  Bank  branch  acquisitions.   Annualized,
non-interest  expense as a percentage of average  assets was 3.36% for the first
half of 2002,  compared to 3.61% 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 $549,000 or 11%
to $5.5  million for the first half of 2002,  compared  to $5.0  million for the
same period in 2001. As a percentage of average assets annualized,  salaries and
employee benefits  decreased to 1.77% from 1.97%, for the first half of 2002 and
2001, respectively.  Average full-time equivalent employees increased by 10 from
June 30, 2001 to June 30, 2002.

     Occupancy expense (including premises,  furniture,  fixtures and equipment)
increased  in the three and six month  periods  of 2002 by  $95,000,  or 13% and
$260,000,  or 19%,  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.  Costs  associated with the branches include property
taxes and  depreciation  on  equipment of $63,000 and $118,000 for the three and
six months ended June 30, 2002, respectively.

     Other operating expenses increased  $533,000,  or 19%, in the first half of
2002 compared to the same period in 2001. The following  table details the areas
of significance in other operating expenses.

<TABLE>
                              Table 2:  Other Operating Expenses
                                                                                      Six Months Ended June 30,
                                                                                        2002             2001
                                                                                     ----------      -----------
                                                                                              (thousands)
<S>                                                                                  <C>             <C>
         Data processing                                                             $    662        $    492
         Legal and professional                                                           408             220
         Amortization of intangible assets                                                374             141
         Telephone                                                                        362             269
         Postage and delivery                                                             354             290
         Advertising and promotion                                                        218             281
         Supplies                                                                         217             289
         Regulatory fees                                                                  117              86
         Administrative                                                                    86              99
         Loan expenses                                                                     71             131
         Education expense                                                                 64              41
         Dues and subscriptions                                                            49              45
         Other general operating                                                           49              28
         Directors fees                                                                    42              38
         Insurance and bonding                                                             39              70
         Other                                                                            169             228
                                                                                     --------        --------
         Total other operating expenses                                              $  3,281        $  2,748
                                                                                     ========        ========
</TABLE>

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 $61.1


                                       14
<PAGE>

million and  represented  11% of average total deposits during the first half of
2002,  compared to $54.4  million and 13% for 2001.  Average  loans were 96% and
101% of average  deposits for the six month period ended June 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,  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  originally  matured on June 30, 2002 with interest  floating
quarterly at 3-month Libor plus 145 basis points. During July 2002, the line was
renewed under the same terms,  with a maturity date of June 30, 2003.  There are
no amounts  outstanding on the $3 million line of credit.  The line of credit is
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 June 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 2.92% 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 2.66% 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 2.27% and (1.60)%,  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 June 30, 2002,  the estimated
fair values  would  necessarily  have been  achieved at that date,  since market
values may differ depending on various circumstances.











                                       15
<PAGE>

<TABLE>
Table 3: Rate Sensitivity Analysis
 June 30, 2002
(dollars in thousands)                                                                                                    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                   $  87,623   $ 46,689   $ 39,508   $ 30,471   $ 45,311   $ 87,600  $ 337,202  $ 346,722
       Average interest rate                 7.34%      7.87%      7.93%      8.03%      7.57%      7.33%      7.57%

     Variable rate loans                   66,367     24,746     12,583     20,112     10,739     83,243    217,790    225,383
       Average interest rate                 5.43%      5.54%      6.34%      5.63%      6.33%      7.40%      6.31%

Investment securities (1)
     Fixed rate investments                 9,759     10,000      5,483      8,220          -      5,964     39,426     40,038
       Average interest rate                 2.44%      6.05%      4.18%      4.94%                 4.84%      4.48%

     Variable rate investments                  -          -          -          -         39        566        605        617
       Average interest rate                                                             2.50%      5.35%      5.17%

Federal funds sold                            950          -          -          -          -          -        950        950
       Average interest rate                 1.68%                                                             1.68%

Other earning assets (2)                    3,404          -          -          -          -          -      3,404      3,403
       Average interest rate                 5.49%                                                             5.49%
                                        ---------   --------   --------   --------   --------   --------  ---------  ---------

Total interest-earning assets           $ 168,103   $ 81,435   $ 57,574   $ 58,803   $ 56,089   $177,373  $ 599,377  $ 617,113
       Average interest rate                 6.23%      6.94%      7.23%      6.78%      7.33%      7.27%      6.89%
                                        =========   ========   ========   ========   ========   ========  =========  =========


INTEREST-BEARING LIABILITIES:
-----------------------------

NOW                                     $  61,930   $      -   $      -   $      -   $      -   $ 55,587  $ 117,517  $ 117,517
       Average interest rate                 2.13%                                                  0.50%      1.36%

Money market                               74,168          -          -          -          -      4,471     78,639     78,639
       Average interest rate                 2.48%                                                  1.59%      2.43%

Savings                                         -          -          -          -          -     22,305     22,305     22,305
       Average interest rate                                                                        0.75%      0.75%

CD's under $100,000                       115,194     12,105     20,071      4,083        217          -    151,670    152,459
       Average interest rate                 3.34%      4.04%      4.14%      4.58%      4.77%                 3.54%

CD's $100,000 and over                    114,830      6,578      9,811      1,920        601          -    133,740    134,736
       Average interest rate                 3.88%      4.31%      4.40%      5.20%      5.33%                 3.96%

Securities sold under
   repurchase agreements and
   federal funds purchased                 10,058          -          -          -          -          -     10,058     10,058
       Average interest rate                 1.45%                                                             1.45%

Other borrowings  (3)                           -          -          -          -     10,000          -     10,000     10,000
       Average interest rate                                                             3.73%                 3.73%
                                        ---------   --------   --------   --------   --------   --------  ---------  ---------

Total interest-bearing liabilities      $ 376,180   $ 18,683   $ 29,882   $  6,003   $ 10,818   $ 82,363  $ 523,929  $ 525,714
       Average interest rate                 3.09%      4.14%      4.23%      4.78%      3.84%      0.63%      2.84%
                                        =========   ========   ========   ========   ========   ========  =========  =========

----------
<FN>
(1)  Securities  available for sale are shown at their amortized cost, excluding
     market value adjustment for net unrealized gains of $671,000.
(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.
</FN>
</TABLE>




                                       16
<PAGE>

     Core  deposits,  which  represent all deposits  other than time deposits in
excess of $100,000,  were 77% of total deposits at June 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
                                  June 30, 2002
                             (dollars in thousands)

                                                       Amount
                                                       ------
Three months or less                                 $  39,398
Three through six months                                30,700
Six through twelve months                               44,732
Over twelve months                                      18,910
                                                     ---------
      Total                                          $ 133,740
                                                     =========

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 first half of 2002, average loans were $527.4 million
and were 96% of average  deposits,  compared to $418.3  million and 101% for the
same  period in 2001.  The  following  table  reflects  the  composition  of the
Company's loan portfolio as of June 30, 2002 compared to December 31, 2001.

                       Table 5: Loan Portfolio Composition
                                                   June 30,       December 31,
                                                     2002            2001
                                                --------------  ---------------
                                                          (thousands)
Commercial, financial and agricultural          $  316,645          $   280,453
Real estate - mortgage                             149,844              147,973
Real estate - construction                          47,559               41,064
Installment and consumer                            40,944               42,157
                                                ----------          -----------
Total loans, net of unearned income                554,992              511,647
Less: allowance for loan losses                     (5,750)              (5,205)
                                                ----------          -----------
Net loans                                       $  549,242          $   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 as well as the types of loans  funded.  The
Bank's four largest concentration  categories are: Land Development,  Commercial
Real Estate, Professional and Residential Real Estate.

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.
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


                                       17
<PAGE>

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 June 30, 2002,  was 1.04% of total loans,
compared to 1.02% at  December  31,  2001 and 0.97% at June 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

                                     June 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            $  4,012      57.0%       $   3,669     53.8%
Real estate - mortgage              613      27.0%             484     30.3%
Real estate- construction            32       8.6%              25      7.9%
Consumer                          1,046       7.4%             932      8.0%
Unallocated                          47         -               95        -
                               --------     -----        ---------    -----
Total                          $  5,750     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  22% from December 31, 2001 to $3.5 million at
June 30, 2002.  Non-performing  assets as a percentage of total assets increased
to 0.53% on June 30, 2002 from 0.47% on December 31, 2001.


                         Table 7: Non-Performing Assets

                                                     June 30,      December 31,
                                                       2002            2001
                                                       ----            ----
                                                        (dollars in thousands)
 Non-accrual loans                                   $ 2,357        $  1,377
 Past due loans 90 days or
    more and still accruing                              941           1,271
 Other real estate owned
    and repossessions                                    202             229
                                                     -------        --------
 Total non-performing assets                         $ 3,500        $  2,877
                                                     =======        ========

 Percent of total assets                                0.53%           0.47%



                                       18
<PAGE>


                 Table 8: Activity in Allowance for Loan Losses
<TABLE>
                                                                           June 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                            284                    50
   Real estate, mortgage                                              68                    34
   Real estate, construction                                           -                    -
   Consumer                                                          212                   174
                                                              ----------            ----------
      Total loans charged-off                                      (564)                 (258)
Recoveries on loans previously charged-off:
   Commercial, financial and agricultural                              9                    48
   Real estate, mortgage                                              29                    21
   Real estate, construction                                           -                     -
   Consumer                                                           46                    67
                                                              ----------            ----------
      Total loan recoveries                                           84                   136
                                                              ----------            ----------
        Net loans charged-off                                      (480)                 (122)
                                                              ----------            ----------

Provision for loan losses charged to expense                       1,025                   900
                                                              ----------            ----------
Ending balance                                                $    5,750            $    4,558
                                                              ==========            ==========

Total loans outstanding                                       $  554,992            $  467,659
Average loans outstanding                                     $  527,419            $  418,321

Allowance for loan losses to loans outstanding                      1.04%                 0.97%
Net charge-offs to average loans outstanding, annualized            0.18%                 0.06%
</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 $43.7  million at June 30,  2002,  an increase of 18% 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  96% of  the  total  investment
portfolio  at June 30,  2002 had a value of  $41.9  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 June 30,  2002,
shareholders'  equity included a net unrealized gain of $421,000,  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 FHLB 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.



                                       19
<PAGE>

           Table 9: Maturity Distribution of Investment Securities (1)
                                  June 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                                                $      -          $      -             $ 4,061           $ 4,070
                                                                   --------          --------             -------           -------
Total U.S. Treasury                                                       -                 -               4,061             4,070

 U.S. Government Agencies
 and Corporations:
   One year or less                                                       -                 -               5,609             5,627
   Over one through five years                                        1,738             1,691              21,965            22,564
                                                                   --------          --------             -------           -------
Total U.S. Government Agencies                                        1,738             1,691              27,574            28,191
 and Corporations

Obligations of State and Political
 Subdivisions:
   One year or less                                                       -                 -                  90                90
   Over ten years                                                         -                 -                 608               647
                                                                   --------          --------             -------           -------
Total Obligations of State and                                            -                 -                 698               737
 Political Subdivisions

Mortgage-Backed Securities (2):
   Over one through five years                                            -                 -                  38                39
   Over five through ten years                                            -                 -               4,472             4,469
   Over ten years                                                         -                 -               1,450             1,458
                                                                   --------          --------             -------           -------
Total Mortgage-Backed Securities                                          -                 -               5,960             5,966

Other Securities:
   Over ten years (3)                                                     -                 -               2,979             2,979
                                                                   --------          --------             -------           -------
Total Other Securities                                                    -                 -               2,979             2,979
                                                                   --------          --------             -------           -------

Total Securities                                                    $ 1,738           $ 1,691             $41,272           $41,943
                                                                    =======           =======             =======           =======
----------
<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>
                                      June 30, 2002       December 31, 2001        June 30, 2001
                                      -------------       -----------------        -------------
<S>                                       <C>                   <C>                    <C>
One Year or Less                          2.44%                 2.56%                  5.16%
More than One through Five Years          5.23%                 5.72%                  6.06%
More than Five through Ten Years          4.99%                 4.95%                  5.80%
More than Ten Years (1)                   4.58%                 4.96%                  6.63%

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



                                       20
<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, 2002 and December 31, 2001.

                            Table 11: Total Deposits

                                                     June 30,      December 31,
                                                       2002            2001
                                                       ----            ----
                                                           (thousands)
Non-interest bearing:
        Demand checking                           $   83,662        $   72,859
Interest bearing:
        NOW checking                                 117,517           105,157
        Money market checking                         78,639            66,088
        Savings                                       22,305            20,250
        Certificates of deposit                      285,410           268,537
                                                  ----------        ----------

Total deposits                                    $  587,533        $  532,891
                                                  ==========        ==========



CAPITAL RESOURCES

     Shareholders'  equity at June 30,  2002 was $48.4  million,  as compared to
$46.7 million at December 31, 2001. During the first and second quarter of 2002,
the Board of Directors  declared  quarterly  dividends totaling $0.05 per share,
consistent  with 2001. At June 30, 2002,  the Company's  common stock had a book
value of $7.93 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 June 30, 2002, the Bank met all capital adequacy
requirements to which it is subject.


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



                                       21
<PAGE>

<TABLE>
                            Table 12: Capital Ratios

                                                   June 30,           Well-Capitalized      Regulatory
                                             2002            2001       Requirements         Minimums
                                             ----            ----       ------------         --------
<S>                                         <C>              <C>            <C>               <C>
Risk Based Capital Ratios:
     Tier 1 Capital Ratio                   7.6%             8.3%           6.0%              4.0%

     Total Capital to
       Risk-Weighted Assets                 8.7%             9.2%          10.0%              8.0%

Tier 1 Leverage Ratio                       6.6%             7.3%           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.  As noted  below,  at June 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
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 June 30,
2002,  including interest accruals,  was approximately  ($217,000).  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
June 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 June 30, 2002 would not  necessarily be considered
to apply at subsequent dates.


                                       22
<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 22,  2002,
         the Company held its Annual Meeting of Shareholders,  whereby the Board
         of  Directors  (Thomas R.  Andrews,  Audrey S.  Bullard,  Raymon  Land,
         Sr., Jon W. Pritchett, 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       4,902,736        15,828               0
         Audrey S. Bullard       4,902,736        15,828               0
         Raymon Land, Sr.        4,869,542        49,022               0
         Jon W. Pritchett        4,902,636        15,928               0
         Marvin H. Pritchett     4,902,736        15,828               0
         Halcyon E. Skinner      4,902,736        15,828               0
         William Streicher       4,902,736        15,828               0
         K. C. Trowell           4,868,542        50,022               0

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 May 22,  2002,  the  Company  filed a Form 8-K to report a change in
         accountants.  The Company  dismissed  Arthur Andersen LLP and appointed
         PricewaterhouseCoopers LLP as its new independent accountants.




                                       23
<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 14, 2002













                                       24