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Exhibit 31(b)

I, Roy D. Jones, certify that:

|1. | I have reviewed this
      quarterly report on Form 10-Q of CNB Florida Bancshares, Inc.                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge,
      this report does not contain any untrue statement of a material fact or
      omit to state a material fact necessary to make the statements made, in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;                          
|3. | Based on
      my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the registrant as of,
      and for, the periods presented in this report;                                             
|4. | The registrants
      other certifying officer and I are responsible for establishing and maintaining
      disclosure controls and procedures (as defined in exchange Act Rules 13a-15(e)
      and 15d-15(e)) and internal control over financial reporting (as defined
      in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;
|   | a)                                                                                                                                                                                                                                                                                                                                                          
|   | b)                                                                                                                                                                                                                                                                                                                                                          
|   | c)                                                                                                                                                                                                                                                                                                                                                          
|5. | The registrants
      other certifying officer and I have disclosed, based on our most recent
      evaluation of internal control over financial reporting, to the registrants
      auditors and the audit committee of registrants board of directors
      (or persons performing the equivalent function):                                          
|   | a)                                                                                                                                                                                                                                                                                                                                                          
|   | b)                                                                                                                                                                                                                                                                                                                                                          

Date: May 7, 2004

| | /s/ Roy D. Jones                                                           
| | ---------------------------------------------------------------------------
| |                                                                            
| | Roy D. Jones
      Senior Vice President and 
      Chief Financial Officer