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
          March 31, 2001
          --------------
                                       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 April
30, 2001 was 6,099,376 shares, $0.01 par value per share.

<PAGE>


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




                                TABLE OF CONTENTS


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

         Consolidated Statement of Financial Condition ........................3
         Consolidated Statement of Income .....................................4
         Consolidated Statement of Cash Flows .................................5
         Notes to Consolidated Financial Statements ...........................6
         Selected Financial Data ..............................................8

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

         Overview .............................................................9
         Results of Operations ................................................9
         Liquidity and Interest Rate Sensitivity..............................13
         Earning Assets ......................................................15
         Funding Sources .....................................................20
         Capital Resources....................................................20

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

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

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

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

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

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

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



                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

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


<TABLE>
                                                                                   March 31,         December 31,
                                                                                     2001                2000
                                                                                   --------          -----------
                                                            ASSETS                        (thousands)

Cash and cash equivalents:

<S>                                                                              <C>                <C>
    Cash and due from banks                                                      $  20,855          $  20,769
    Federal funds sold                                                                 500                  -
    Interest bearing deposits in other banks                                            30                129
                                                                                 ---------          ---------
      Total cash and cash equivalents                                               21,385             20,898
Investment securities available for sale                                            33,717             33,236
Investment securities held to maturity                                               7,046              7,460
Loans:
    Commercial, financial and agricultural                                         207,868            192,540
    Real estate - mortgage                                                         129,655            120,663
    Real estate - construction                                                      41,591             33,648
    Installment and consumer                                                        35,811             33,970
                                                                                 ---------          ---------
      Total loans, net of unearned income                                          414,925            380,821
Less: Allowance for loan losses                                                     (3,978)            (3,670)
                                                                                 ---------          ---------
      Net loans                                                                    410,947            377,151

Premises and equipment, net                                                         23,106             22,433
Other assets                                                                         6,128              6,415
                                                                                 ---------          ---------
           TOTAL ASSETS                                                          $ 502,329          $ 467,593
                                                                                 =========          =========


                                           LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Deposits:
    Non-interest bearing demand                                                  $  59,411          $  52,082
    Savings, NOW and Money Market                                                  142,442            129,865
    Time (under $100,000)                                                          120,751            115,406
    Time ($100,000 and over)                                                        77,424             70,333
                                                                                 ---------          ---------
      Total deposits                                                               400,028            367,686

Securities sold under repurchase agreements
    and federal funds purchased                                                     12,091             21,142
Short term borrowings                                                               40,000             30,000
Other liabilities                                                                    4,902              4,129
                                                                                 ---------          ---------
      Total liabilities                                                            457,021            422,957
                                                                                 ---------          ---------

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;
    6,099,376 shares issued and outstanding at March 31, 2001
    and December 31, 2000                                                               61                 61
Additional paid-in capital                                                          30,591             30,581
Retained earnings                                                                   14,332             14,027
Accumulated other comprehensive income, net of tax                                     324                (33)
                                                                                 ---------          ---------
      Total shareholders' equity                                                    45,308             44,636
                                                                                 ---------          ---------
           TOTAL LIABILITIES AND SHAREHOLDERS'  EQUITY                           $ 502,329          $ 467,593
                                                                                 =========          =========
</TABLE>

                                       3
<PAGE>

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

                                                                               Three Months Ended March 31,
                                                                              2001                    2000
                                                                              ----                    ----
                                                                                      (thousands)
<S>                                                                     <C>                     <C>
Interest Income
  Interest and fees on loans                                            $    8,907              $    6,179
  Interest on investment securities held to maturity                           111                     148
  Interest on investment securities available for sale                         519                     536
  Interest on federal funds sold                                                15                      76
  Interest on interest bearing deposits                                          3                       6
                                                                        ----------              ----------
    Total interest income                                                    9,555                   6,945

Interest Expense
  Interest on deposits                                                       4,130                   2,774
  Interest on repurchases and federal funds purchased                          186                      77
  Interest on short-term borrowings                                            537                       -
                                                                        ----------              ----------
    Total interest expense                                                   4,853                   2,851
                                                                        ----------              ----------
        Net interest income                                                  4,702                   4,094

Provision for Loan Losses                                                      400                     300
                                                                        ----------              ----------
  Net interest income after provision for loan losses                        4,302                   3,794

Non-interest Income
  Service charges                                                              564                     515
  Other fees and charges                                                       455                     256
                                                                        ----------              ----------
    Total non-interest income                                                1,019                     771
                                                                        ----------              ----------

Non-interest Expense
  Salaries and employee benefits                                             2,413                   2,054
  Occupancy and equipment expenses                                             657                     500
  Other operating expenses                                                   1,318                   1,143
                                                                        ----------              ----------
    Total non-interest expense                                               4,388                   3,697
                                                                        ----------              ----------

Income before income taxes                                                     933                     868
    Provision for income taxes                                                 323                     298
                                                                        ----------              ----------

NET INCOME                                                              $      610              $      570
                                                                        ==========              ==========


Earnings Per Share (Note 3):

    Basic earnings per share                                            $     0.10              $     0.09
                                                                        ==========              ==========
    Weighted average shares outstanding                                  6,099,376               6,107,357
                                                                        ==========              ==========

    Diluted earnings per share                                          $     0.10              $     0.09
                                                                        ==========              ==========
    Diluted weighted average shares outstanding                          6,200,423               6,168,143
                                                                        ==========              ==========
</TABLE>

                                       4
<PAGE>


                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>

                                                                      Three Months Ended March 31,
                                                                      2001                    2000
                                                                      ----                    ----
                                                                                (thousands)
<S>                                                                     <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                           $    610             $    570
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization                                        406                  273
     Provision for loan loss                                              400                  300
     Investment securities (accretion) amortization, net                   (1)                  10
     Non-cash compensation                                                 10                   15
     Changes in assets and liabilities:
      Other assets                                                         30                   45
      Other liabilities                                                   773                 (135)
                                                                     --------             --------

      Net cash provided by operating activities                         2,228                1,078
                                                                     --------             --------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities available for sale                 (10,026)                 -
Purchases of investment securities held to maturity                       -                    -
Proceeds from maturities of securities available for sale                 116                1,287
Proceeds from maturities of securities held to maturity                     2                  151
Proceeds from called securities available for sale                     10,000                  472
Proceeds from called securities held to maturity                          410                  -
Net increase in loans                                                 (34,196)             (24,028)
Purchases of premises and equipment, net                               (1,033)              (1,915)
                                                                     --------             --------

      Net cash used in investing activities                           (34,727)             (24,033)
                                                                     --------             --------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in deposits                                                   32,342               34,269
Securities sold under repurchase agreements
 and federal funds purchased                                           (9,051)              (6,958)
Short-term borrowings                                                  10,000                  -
Cash dividends paid                                                      (305)                (306)
Repurchase of common stock                                                -                   (125)
Exercise of options                                                       -                     30
                                                                     --------             --------

      Net cash provided by financing activities                        32,986               26,910
                                                                     --------             --------

Increase (decrease) in cash and cash equivalents                          487                3,955

Cash and cash equivalents at beginning of period                       20,898               17,520
                                                                     --------             --------

Cash and cash equivalents at end of period                           $ 21,385             $ 21,475
                                                                     ========             ========

SUPPLEMENTAL DISCLOSURES:
      Interest paid                                                  $  4,402             $  2,608
                                                                     ========             ========

      Taxes paid                                                     $    -               $    593
                                                                     ========             ========
</TABLE>

                                       5
<PAGE>

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2001
                                   (Unaudited)


Note 1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with the  instructions  to Form 10-Q which do not  require all  information  and
footnotes necessary for a complete  presentation of financial position,  results
of operations and cash flows in conformity  with generally  accepted  accounting
principles. In the opinion of management,  such financial statements reflect all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  statement  of the  results for the interim  periods  presented.  Operating
results for the three months ended March 31, 2001 are not necessarily indicative
of the results  that may be  expected  for the year ending  December  31,  2001.
Management's  discussion  and analysis  should be read in  conjunction  with the
consolidated financial statements.

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

Note 3. Earnings Per Share
Basic  earnings  per share is  calculated  based on weighted  average  number of
shares  of  common  stock  during  the  period.  Diluted  earnings  per share is
calculated  based on the  weighted  average  number of  shares  of common  stock
outstanding  and common  stock  equivalents,  consisting  of  outstanding  stock
options.  Common stock  equivalents are determined using the treasury method for
diluted  shares  outstanding.  The difference  between  diluted and basic shares
outstanding is common stock  equivalents from stock options and restricted stock
outstanding during the periods ended March 31, 2001 and 2000.

Note 4. Branch Acquisitions
In December  2000,  the Bank entered into a definitive  agreement to acquire two
branch offices in existing  markets from Republic Bank and  regulatory  approval
was  received  in  April,  2001.  Under  terms of the  agreement,  the Bank will
purchase the banking facilities,  acquire  approximately $12 million in consumer
and residential loans and assume approximately $65 million in deposits. Existing
Republic employees of the branches will be offered employment with the Bank. The
transaction closed on May 11, 2001.

Note 5. 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
March 31, 2001 and 2000.
<TABLE>

                                                              Three Months Ended March 31,
                                                              2001                      2000
                                                              ----                      ----

<S>                                                          <C>                       <C>
Net Income                                                   $ 610                     $ 570
Other Comprehensive Income (Loss), Net of Tax
   Unrealized Gains (Losses) on Securities:
     Unrealized Gains (Losses) on Securities
     Arising During the Period                                 289                        53
  Less: Reclassification Adjustment                             (1)                        6
                                                             -----                     -----
Total Unrealized Gains (Losses), Net of Tax
  Recognized in Other Comprehensive Income                     290                        47
                                                             -----                     -----
Comprehensive Income, Net of Tax                             $ 900                     $ 617
                                                             =====                     =====
</TABLE>

                                       6
<PAGE>




Note 6. Subsequent Event
In April,  2001, the Company  entered into a 364 day, $10 million line of credit
with a Bank.  The  contractual  agreement  provides for interest at 90 day LIBOR
plus 145 basis points and is collateralized  by the Company's  investment in CNB
National Bank, the Company's banking subsidiary.















































                                       7
<PAGE>


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

                                                                                    March 31,
                                                                            2001                2000
Dollars in thousands except per share information.                          ----                ----
-------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                 <C>
SUMMARY OF OPERATIONS:
Total interest income                                                 $     9,555         $     6,945
Total interest expense                                                     (4,853)             (2,851)
                                                                      -----------         -----------
Net interest income                                                         4,702               4,094
Provision for loan losses                                                    (400)               (300)
                                                                      -----------         -----------
Net interest income after
      provision for loan losses                                             4,302               3,794
Non-interest income                                                         1,019                 771
Non-interest expense                                                       (4,388)             (3,697)
                                                                      -----------         -----------
Income before taxes                                                           933                 868
Income taxes                                                                 (323)               (298)
                                                                      -----------         -----------
Net income                                                            $       610         $       570
                                                                      ===========         ===========

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

PER COMMON SHARE:
Basic earnings                                                       $       0.10         $      0.09
Diluted earnings                                                             0.10                0.09
Book value                                                                   7.43                7.09
Dividends                                                                    0.05                0.05
Actual shares outstanding                                               6,099,376           6,107,070
Weighted average shares outstanding                                     6,099,376           6,107,357
Diluted weighted average shares outstanding                             6,200,423           6,168,143

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

KEY RATIOS:
Return on average assets                                                     0.51%               0.63%
Return on average shareholders' equity                                       5.50                5.31
Dividend payout                                                             50.00               55.56
Efficiency ratio                                                            76.70               75.99
Total risk-based capital ratio                                              11.13               15.96
Average shareholders' equity to
  average assets                                                             9.31               11.92
Tier 1 leverage                                                              9.12               11.82

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

FINANCIAL CONDITION AT PERIOD-END:
Assets                                                                $   502,329         $   373,483
Loans                                                                     414,925             290,077
Deposits                                                                  400,028             322,472
Shareholders' equity                                                       45,308              43,306

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

                                       8
<PAGE>







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

OVERVIEW

     The following  analysis reviews  important  factors affecting the financial
condition  and results of  operations  of CNB  Florida  Bancshares,  Inc.  ("the
Company")  for the three  months ended March 31, 2001 and 2000.  This  financial
information  should  be read in  conjunction  with  the  unaudited  consolidated
financial  statements  of CNB  Florida  Bancshares,  Inc.  and its wholly  owned
subsidiary,  CNB  National  Bank,  ("the Bank")  included in "Item 1.  Financial
Statements" above and the audited consolidated  financial statements included in
Form  10-K  for  the  year  ended  December  31,  2000.  The  analysis  contains
forward-looking statements with respect to financial and business matters, which
are subject to risks and  uncertainties,  that may change over a period of time.
These risks and uncertainties  include but are not limited to change in interest
rates,  variances in actual versus projected growth in assets,  loan losses, the
ability to control  expenses,  costs of opening new  branches  and  entering the
Jacksonville  and Gainesville  markets,  competitive  factors,  general economic
conditions,  changes in government regulation, the ability to attract and retain
qualified   personnel   and  the   ability  to  attract  new  loan  and  deposit
relationships.   Actual  results  could  be  significantly  different  from  the
forward-looking   statements  contained  herein.  The  Company  has  no  foreign
operations;  accordingly,  there are no assets or  liabilities  attributable  to
foreign operations.


RESULTS OF OPERATIONS

     The Company's earnings for the three month period ended March 31, 2001 were
$610,000  or $0.10 per  diluted  share.  This  compares to $570,000 or $0.09 per
diluted share for the same period in 2000. These results reflected growth in net
interest income and in non-interest  income.  Non-interest  expenses continue to
reflect the Company's strategy to expand the CNB franchise into new markets.

Net Interest Income

     Net interest income is a major component of the Company's net income and is
the single  largest  source of revenue for the Bank and consists of interest and
fee income  generated by earning assets,  less interest expense paid on interest
bearing liabilities.  Net interest income was $4.7 million for the first quarter
of 2001, an increase of $608,000, or 14.9%, from the first quarter of 2000. This
increase  was the result of a 43% growth in the loan  portfolio  and the related
increase in interest  income from loans of $2.7 million,  or 44%.  Total average
earning assets increased by $110.5 million,  or 33.6% to $439.2 million in 2001,
compared to $328.7 million in 2000.

     The 4.34% net interest margin achieved in 2001 is a 67-basis point decrease
over the 5.01% reported for the same period in 2000. The decrease reflects a 70%
increase in interest  expense while interest  income  increased 38% for the 2001
quarter over comparable 2000 amounts.  The increased  interest  expense reflects
the Company's reliance on higher cost deposits and short-term borrowings to meet
loan demand and  mitigated  the  positive  impact of loan growth on net interest
income.  Table 1: "Average  Balances - Yields and Rates"  provides the Company's
average volume of interest earning assets and interest  bearing  liabilities for
the first quarter of 2001 and 2000.  Table 1a:  "Analysis of Changes in Interest
Income and Expense"  indicates that the change in interest income was due mainly
to volume  increases in the loan portfolio and the increase in interest  expense
was the volume and rate on time deposits and the increased  volume in short-term
borrowings.



                                       9
<PAGE>






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

                                                     March 31, 2001                                   March 31, 2000
                                        ------------------------------------------       ---------------------------------------
                                                        Interest                                      Interest
                                        Average         Income or          Average       Average      Income or          Average
                                        Balance         Expense             Rate         Balance      Expense              Rate
                                        -------         ---------          -------       -------      ---------          -------
                                                                       (dollars in thousands)
<S>                                    <C>              <C>               <C>           <C>         <C>                    <C>
ASSETS:
  Federal funds sold                   $  1,239         $     15          4.91%         $  5,449    $        76            5.61%
  Investment securities
    available for sale                   33,277              519          6.33            33,954            536            6.35
  Investment securities
    held to maturity                      7,366              111          6.11            10,521            148            5.66
  Loans (1)                             397,185            8,907          9.09           278,512          6,179            8.92
  Interest bearing deposits                 182                3          6.68               294              6            8.20
                                        -------          -------       -------           -------        -------         -------

TOTAL EARNING ASSETS                    439,249            9,555          8.82           328,730          6,945            8.50
  All other assets                       44,202                                           33,284
                                        -------                                          -------

TOTAL ASSETS                           $483,451                                         $362,014
                                       ========                                         ========

LIABILITIES AND
  SHAREHOLDERS' EQUITY:
  NOW and money markets                $119,003         $    961          3.28%         $103,595    $       801            3.11%
  Savings                                16,743               57          1.38            17,461             60            1.38
  Time deposits                         192,755            3,112          6.55           143,051          1,913            5.38
  Federal funds purchased and
    repurchase agreements                13,727              186          5.50             6,079             77            5.09
  Short term borrowings                  37,833              537          5.76                 -              -               -
                                        -------          -------       -------           -------        -------         -------
TOTAL INTEREST BEARING
  LIABILITIES                           380,061            4,853          5.18           270,186          2,851            4.24
  Demand deposits                        53,446                                           45,354
  Other liabilities                       4,946                                            3,326
  Shareholders' equity                   44,998                                           43,148
                                        -------                                          -------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                 $483,451                                         $362,014
                                       ========                                         ========

                                                                         ------                                            -----
INTEREST SPREAD (2)                                                       3.64%                                            4.26%
                                                                         ======                                            =====
                                                        --------                                       --------
NET INTEREST INCOME                                     $  4,702                                       $  4,094
                                                        ========                                       ========

NET INTEREST MARGIN (3)                                                   4.34%                                            5.01%
                                                                         ======                                           ======
--------------------------------
<FN>
(1)  Interest  income on average loans includes loan fee recognition of $321,000
     and $201,000 in 2001 and 2000, respectively.
(2)  Represents the average rate earned minus average rate paid.
(3)  Represents net interest income divided by total earning assets.
</FN>
</TABLE>

                                       10
<PAGE>



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

                                                                  NET CHANGE MARCH 31,                   NET CHANGE MARCH 31,
                                                                2000-2001 ATTRIBUTABLE TO:             1999-2000 ATTRIBUTABLE TO:
                                                                -------------------------              -------------------------
                                                                                         Net                                Net
                                                            Volume (1)    Rate (2)     Change     Volume (1)   Rate (2)    Change
                                                            ---------     --------     ------     ----------   --------    ------
                                                                       (thousands)
<S>                                                        <C>          <C>          <C>          <C>          <C>       <C>
INTEREST INCOME:
   Federal funds sold                                      $   (58)     $    (3)     $   (61)     $  (194)     $    15   $  (179)
   Investment securities available for sale                    (11)          (6)         (17)        (292)          72      (220)
   Investment securities held to maturity                      (44)           7          (37)          88           13       101
   Loans                                                     2,611          117        2,728        1,945         (164)    1,781
   Interest bearing deposits                                    (2)          (1)          (3)        (127)           4      (123)
                                                            -------     -------      -------      -------      -------   -------
      Total                                                  2,496          114        2,610        1,420          (60)    1,360
                                                            -------     -------      -------      -------      -------   -------


INTEREST EXPENSE:
   NOW and money markets                                       118           42          160          135          287       422
   Savings                                                      (2)          (1)          (3)           2           (5)       (3)
   Time deposits                                               659          540        1,199          131           53       184
   Federal funds purchased and
     repurchase agreements                                     104            5          109          (11)          19         8
   Short term borrowings                                       537            -          537            -            -         -
                                                           -------      -------      -------      -------      -------   -------
      Total                                                  1,416          586        2,002          257          354       611
                                                           -------      -------      -------      -------      -------   -------
         Net interest income                               $ 1,080      $  (472)     $   608      $ 1,163      $  (414)  $   749
                                                           =======      =======      =======      =======      =======   =======

----------------------------
<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  increased  32% to $1.0  million  for the  2001  first
quarter from  $771,000  for the  comparable  2000  quarter.  Service  charges on
deposit accounts  increased  $49,000 or 10% in March 2001,  compared to the same
period in 2000. Service charge revenues are dependent on the number of accounts,
primarily  transaction  accounts  and the level of  activity  subject to service
charges.  Other fee  income,  which  includes  credit  card  fees,  credit  life
insurance  income,  safe deposit box fees and other  miscellaneous  fees, had an
increase of $199,000 or 78% in March 2001  compared to March 2000.  The increase
was primarily attributed to mortgage fees collected from the mortgage loans sold
to secondary markets.

     Non-interest  income as a  percentage  of average  assets was 0.85% for the
first 2001 quarter which was consistent with the first quarter of 2000.

Non-Interest Expense

     Non-interest  expense increased in the first quarter of 2001 by 19% to $4.4
million compared to $3.7 million for the first quarter of 2000. Salaries expense
increased  $359,000  or 17%,  over the  first  quarter  of 2000  reflecting  the
continued  execution of  management's  strategy to expand CNB National Bank into
new  markets.  Full-time  equivalent  employees  increased  by 29 from the first
quarter of 2000 to the first quarter of 2001.



                                       11
<PAGE>


     Occupancy expense (including premises,  furniture,  fixtures and equipment)
increased  $157,000,  or 31%.  This  increase is primarily  attributable  to the
increased   costs   resulting  from  the  opening  of  the  Mandarin  branch  in
Jacksonville  during the 2001 first quarter and the relocation  during 2000 into
new facilities for CNB in Jacksonville and Gainesville.

     Other operating  expenses increased  $175,000,  or 15%, in 2001 compared to
2000. The most  significant  increase was a full quarter  operating from our new
data  processing  platform  conversion in late 2000. The following table details
the areas of significance in other operating expenses.

                        Table 2: Other Operating Expenses

                                                    Three Months Ended March 31,
                                                     2001                   2000
                                                     ----                   ----
                                                             (thousands)

Data processing                                    $  264                $  161
Advertising and promotion                             160                   161
Postage and delivery                                  143                   136
Telephone                                             111                   134
Legal and professional                                104                   102
Supplies                                              134                    90
Loan expenses                                          65                    66
Administrative                                         61                    64
Amortization of intangible assets                      45                    45
Regulatory fees                                        43                    35
Insurance and bonding                                  39                    20
Education expense                                      16                    17
Directors fees                                         22                    20
Dues and subscriptions                                 21                    25
Other general operating                                10                    33
Other                                                  80                    34
                                                   ------                ------
Total other operating expenses                     $1,318                $1,143
                                                   ======                ======



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 rate to such interim pre-tax income.  The Company's  estimated tax rate
for the first quarter of 2001 is 35%.









                                       12
<PAGE>


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.  Average 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 $54.0
million and represented 14.1% of average total deposits during the first quarter
of 2001,  compared to $54.5 million and 17.6% for 2000.  Average loans were 104%
and 90% of average  deposits for the three month period ended March 31, 2001 and
2000, 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  Company is also a member of the
Federal Home Loan Bank and has access to short-term and long-term  funds.  There
was an  outstanding  balance of $40.0  million  at Federal  Home Loan Bank as of
March 31, 2001.

     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  which 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 risks 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.  Included  in the review is an internal
analysis of the possible impact on net interest income due to market changes and
interest rates.

     Table 3 , "Rate  Sensitivity  Analysis"  presents rate sensitive assets and
liabilities  by maturity,  separating  fixed and variable  interest  rates.  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 on March 31, 2001, the estimated fair values would
necessarily  have been  achieved at that date,  since  market  values may differ
depending on various circumstances.
















                                       13
<PAGE>



                       Table 3: Rate Sensitivity Analysis
                                 March 31, 2001
<TABLE>


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

Loans
     Fixed rate loans              $  22,663    $ 28,422    $  29,441    $   28,538    $ 23,705    $ 68,734    $201,503   $201,698
       Average interest rate            8.99%       9.01%        8.96%         8.69%       9.24%       8.54%       8.82%

     Variable rate loans              45,711      26,017       22,226        11,253      13,369      94,846     213,422    213,422
       Average interest rate            8.38%       8.46%        8.54%         8.57%       8.49%       8.42%       8.44%

Investment securities (1)
     Fixed rate investments           17,617           90      10,000           237       7,045         830      35,819     36,215
       Average interest rate            5.16%        4.10%       6.05%         4.52%       6.15%       5.41%       5.60%

     Variable rate investments            --           --          --           --          --        1,508       1,508      1,522
       Average interest rate                                                                           7.05%       7.05%

Federal funds sold                       500           --          --           --          --          --          500        500
       Average interest rate            5.13%                                                                      5.13%

Other earning assets (2)               2,953           --          --           --          --          --        2,953      3,056
       Average interest rate            6.79%                                                                      6.79%
                                   ----------   ----------   ----------  ----------    ----------  ----------  ---------- ----------

Total interest-earning assets      $  89,444    $  54,529    $  61,667   $   40,028    $ 44,119    $165,918    $455,705   $456,413
       Average interest rate            7.83%        8.80%        8.34%        8.63%       8.52%       8.44%       8.37%
                                   ==========   ==========   ==========  ==========    ==========  ==========  ========== ==========


INTEREST-BEARING LIABILITIES:

NOW                                $  22,168    $      --    $     --    $      --     $    --     $ 59,201    $ 81,369   $ 81,369
       Average interest rate            4.04%                                                          1.01        1.84%

Money market                          41,447           --          --            --         --        2,358      43,805     43,805
       Average interest rate            4.09%                                                          2.17%       3.99%

Savings                                   --           --          --            --         --       17,268      17,268     17,268
       Average interest rate                                                                           1.39%       1.39%

CD's $100,000 and over                 69,572       6,880          972           --         --          --       77,424     76,927
       Average interest rate            6.63%        6.57%        6.40%                                            6.62%

CD's under $100,000                  106,176       11,951        1,997          510         117         --      120,751    120,083
       Average interest rate            6.15%        6.22%        5.69%        5.41%       6.10%                   6.15%

Securities sold under
   repurchase agreements               12,091          --          --            --         --          --       12,091     12,091
       Average interest rate            4.70%                                                                      4.70%

Short term borrowings                 40,000           --          --            --         --          --       40,000     40,000
       Average interest rate            5.50%                                                                      5.50%
                                   ----------   ----------   ----------  ----------    ----------  ----------  ---------- ----------

Total interest-bearing liabilities $ 291,454    $  18,831    $   2,969   $      510    $    117    $ 78,827    $392,708   $391,543
       Average interest rate            5.66%        6.35%        5.92%        5.41%       6.10%       1.22%       4.80%
                                   ==========   ==========   ==========  ==========    ==========  ==========  ========== ==========
----------------------------------
<FN>
(1)  Securities  available for sale are shown at their amortized cost, excluding
     market value adjustment for unrealized gains of $513,000.
(2)  Represents  interest  bearing  deposits  with Banks,  Federal  Reserve Bank
     Stock, Federal Home Loan Bank Stock and other marketable equity securities.
</FN>
</TABLE>

                                       14
<PAGE>


     Core  deposits,  which  represent all deposits  other than time deposits in
excess of $100,000,  were 80.6% of total  deposits in the first  quarter of 2001
and 80.9% for the period ended December 31, 2000. The Bank closely  monitors its
reliance on time deposits in excess of $100,000,  which are generally considered
less stable and less reliable than core deposits. Table 4, below, sets forth the
amounts of time  deposits  with  balances of $100,000 or more that mature within
indicated  periods.  The  Bank  does  not  nor has it  ever  solicited  brokered
deposits.

             Table 4: Maturity of Time Deposits of $100,000 or More
                                 March 31, 2001
                             (dollars in thousands)
                                                                    Amount
                                                                    ------
             Three months or less                                 $ 17,452
             Three through six months                               16,667
             Six through twelve months                              35,453
             Over twelve months                                      7,852
                                                                  --------
             Total                                                $ 77,424
                                                                  ========



EARNING ASSETS

Loans

     During the first  quarter of 2001,  average  loans were $397.2  million and
were 104% of average  deposits,  compared  to $278.5  million  and 90% for 2000.
Total loans have increased by $34.0 million,  or 9.0%,  since December 31, 2000.
Loan growth has  occurred in all of the  portfolios,  with the most  significant
increase in Commercial,  financial and  agricultural  loans.  Average loans as a
percent of average  earning  assets  increased  to 90% for the first  quarter of
2001,  compared  to 85% for the  first  quarter  of 2000.  The  following  table
compares the  composition  of the Company's loan portfolio as of March 31, 2001,
to December 31, 2000.


                       Table 5: Loan Portfolio Composition
                                                      March 31,     December 31,
         Types of Loans                                2001             2000
                                                      --------      ------------
                                                           (thousands)
         Commercial, financial and agricultural    $    207,868    $    192,540
         Real estate - mortgage                         129,655         120,663
         Real estate - construction                      41,591          33,648
         Installment and consumer lines                  35,811          33,970
                                                   ------------    ------------

         Total loans, net of unearned discount          414,925         380,821
         Less: allowance for loan losses                 (3,978)         (3,670)
                                                   ------------    ------------

         Net loans                                 $    410,947    $    377,151
                                                   ============    ============


     The  following  table sets forth the  maturity  distribution  for  selected
components of the Company's loan  portfolio on March 31, 2001.  Demand loans and
overdrafts  are reported as due in one year or less,  and loan maturity is based
upon scheduled principal payments.



                                       15
<PAGE>




                  Table 6: Maturity Schedule of Selected Loans
                                 March 31, 2001
<TABLE>

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

<S>                                                                <C>          <C>           <C>            <C>
Commercial, financial and agricultural                             $ 39,295     $ 95,176      $ 73,397       $207,868
Real estate - construction                                           18,320       23,271          --           41,591
All other loans                                                      10,759       64,524        90,183        165,466
                                                                     ------       ------        ------        -------

Total                                                              $ 68,374     $182,971      $163,580       $414,925
                                                                   ========     ========      ========       ========

Fixed interest rate                                                $ 22,663     $110,106      $ 68,734       $201,503
Variable interest rate                                             $ 45,711     $ 72,865      $ 94,846       $213,422
</TABLE>

     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 exceed 25% of total capital. Due to the lack of diversified industry and
the relative  proximity of markets  served,  the Company has  concentrations  in
geographic  as well as in  types of  loans  funded.  The  Bank's  three  largest
concentration  categories  are:  Land  Development,  Commercial  Real Estate and
Professional.

Loan Quality

     The allowance for loan losses  represents a reserve for potential losses in
the loan  portfolio.  The adequacy of the allowance for loan losses is evaluated
periodically  based on a review  of all  significant  loans,  with a  particular
emphasis  on  past  dues  and  other  loans  that  management  believes  require
attention.  The provision for loan losses is a charge to earnings in the current
period to maintain the allowance for loan losses at an adequate level. Loans are
charged  against  the  allowance  when  management  believes  collection  of the
principal  is unlikely.  Management  considers  the  allowance  appropriate  and
adequate to cover  potential  losses  inherent in the loan  portfolio;  however,
management's judgment is based upon a number of assumptions about future events,
which are believed to be reasonable, but which may or may not prove to be valid.
Thus,  there can be no assurance  that  charge-offs  in future  periods will not
exceed  the  allowance  for loan  losses  or that  additional  increases  in the
allowance for loan losses will not be required. The allowance for loan losses on
March 31, 2001, was $4.0 million, or 0.96% of total loans outstanding,  compared
to $3.7  million,  or 0.96% at  December  31,  2000.  Table  7:  "Allocation  of
Allowance for Loan  Losses",  set forth below,  indicates the specific  reserves
allocated by loan type.

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

                                                                  March 31,             December 31,
                                                                    2001                   2000
                                                         ----------------------------------------------------
                                                                    Percent of                   Percent of
                                                                   Loans in Each                Loans in Each
                                                                    Category to                  Category to
                                                         Amount     Total Loans      Amount     Total Loans
                                                         ------     -----------      ------     -----------
                                                                         (dollars in thousands)

<S>                                                      <C>           <C>           <C>            <C>
Commercial, financial
   and agricultural                                      $2,596        50%           $2,607         50%
Real estate - mortgage                                      450        31%              293         32%
Real estate- construction                                    24        10%               15          9%
Consumer                                                    840         9%              734          9%
Unallocated                                                  68         -                21          -
                                                         ------       ----           ------        ----
Total                                                    $3,978       100%           $3,670        100%
                                                         ======       ====           ======        ====
</TABLE>


                                       16
<PAGE>


     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  remained  constant  at $1.5  million  at March 31,  2001
compared to December 31, 2000.  Non-performing  assets as a percentage  of total
assets decreased to 0.31% at March 31, 2001 from 0.32% on December 31, 2000.


                         Table 8: Non-Performing Assets

                                                March 31,           December 31,
                                                  2001                  2000
                                                --------            ------------
                                                     (dollars in thousands)
Non-accrual loans                                $1,107               $  579
Past due loans 90 days or
   more and still accruing                          402                  840
Other real estate owned
   and repossessions                                 31                   56
                                                 ------               ------
Total non-performing assets                      $1,540               $1,475
                                                 ======               ======

Percent of Total Assets                            0.31%                0.32%




                 Table 9: Activity in Allowance for Loan Losses
<TABLE>

                                                                     March 31,
                                                                2001          2000
                                                                ----          ----
                                                              (dollars in thousands)
<S>                                                        <C>           <C>
Allowance for loan loss balance applicable to:
Balance at beginning of quarter                            $   3,670     $   2,671
Loans charged-off:
   Commercial, financial and agricultural                         46            15
   Real estate, mortgage                                           5             -
   Consumer                                                       91           107
                                                           ---------     ---------
      Total loans charged-off                                   (142)         (122)
Recoveries on loans previously charged-off:
   Commercial, financial and agricultural                         16            23
   Real estate, mortgage                                           -             -
   Consumer                                                       34            64
                                                           ---------     ---------
      Total loan recoveries                                       50            87
                                                           ---------     ---------
        Net loans charged-off                                    (92)          (35)
                                                           ---------     ---------

Provision for loan losses charged to expense                     400           300
                                                           ---------     ---------
Ending balance                                             $   3,978     $   2,936
                                                           =========     =========

Total loans outstanding                                    $ 414,925     $ 290,077
Average loans outstanding                                  $ 397,185     $ 278,512

Allowance for loan losses to loans outstanding                  0.96%         1.01%
Net charge-offs to average loans outstanding, annualized        0.09%         0.05%
</TABLE>


                                       17
<PAGE>


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 $40.8  million on March 31, 2001 as compared to $40.7 million at
December 31, 2000.

     Securities are classified as either held-to-maturity or available-for-sale.
Securities  available-for-sale,  which  made  up  83% of  the  total  investment
portfolio  at March 31,  2001 had a value of $33.8  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 March 31, 2001,
shareholders'  equity included a net unrealized gain of $324,000,  compared to a
$33,000 unrealized loss at December 31, 2000.

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

     Tables 10 and 11 set  forth  the  maturity  distribution  and the  weighted
average yields of the Company's investment portfolio.
























                                       18
<PAGE>


          Table 10: Maturity Distribution of Investment Securities (1)
                                 March 31, 2001
<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                              $        -        $          -           $ 7,498           $ 7,523
   Over one through five years                            -                   -                 -                 -
                                                 ----------        ------------           -------           -------
Total U.S. Treasury                                       -                   -             7,498             7,523

 U.S. Government Agencies
 and Corporations:
   One year or less                                       -                   -            10,028            10,026
   Over one through five years                        7,045               7,027            10,000            10,331
   Over five through ten years                            -                   -                 -                 -
                                                 ----------             -------           -------           -------
Total U.S. Government Agencies                        7,045               7,027            20,028            20,357
 and Corporations

Obligations of State and Political
 Subdivisions:
   One year or less                                       -                   -                90                90
   Over one through five years                            -                   -               327               331
   Over five through ten years                            -                   -                 -                 -
   Over ten years                                         -                   -               608               644
                                                 ----------             -------           -------           -------
Total Obligations of State and                            -                   -             1,025             1,065
 Political Subdivisions

Mortgage-Backed Securities (2):
   One year or less                                       1                   1                 -                 -
   Over one through five years                            -                   -                 -                 -
   Over five through ten years                            -                   -               461               463
   Over ten years                                         -                   -             1,269             1,283
                                                 ----------             -------           -------           -------
Total Mortgage-Backed Securities                          1                   1             1,730             1,746

Other Securities:
   Over ten years (3)                                     -                   -             2,923             3,026
                                                 ----------             -------           -------           -------
Total Other Securities                                    -                   -             2,923             3,026
                                                 ----------             -------           -------           -------
Total Securities                                 $    7,046             $ 7,028           $33,204           $33,717
                                                 ==========             =======           =======           =======
-----------------------------
<FN>
(1)  All securities,  excluding Obligations of State and Political Subdivisions,
     are taxable.
(2)  Represents  investments in mortgage-backed  securities which are subject to
     early repayment.
(3)  Represents  investment  in Federal  Reserve Bank and Federal Home Loan Bank
     stock and other marketable equity securities.
</FN>
</TABLE>

             Table 11: Weighted Average Yield by Range of Maturities

<TABLE>
                                       March 31, 2001      December 31, 2000     March 31, 2000
                                       --------------      -----------------     --------------
<S>                                       <C>                   <C>                  <C>
One Year or Less                          5.16%                 6.49%                6.00%
Over One through Five Years               6.06%                 6.00%                6.11%
Over Five through Ten Years               5.80%                 6.18%                5.76%
Over Ten Years (1)                        6.63%                 6.45%                5.96%
---------------------------
<FN>
(1)  Represents adjustable rate mortgage-backed securities which are repriceable
     within one year.
</FN>
</TABLE>

                                       19
<PAGE>


Other Earning Assets

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

FUNDING SOURCES

Deposits

     The Bank does not rely on  purchased  or  brokered  deposits as a source of
funds.  Instead,  competing  for  deposits  within its market area serves as the
Bank's  fundamental tool in providing a source of funds to be invested primarily
in loans.  The following  table sets forth certain  deposit  categories  for the
periods ended March 31, 2001 and December 31, 2000.


                            Table 12: Total Deposits

                                                 March 31,       December 31,
                                                   2001              2000
                                                   ----              ----
                                                         (thousands)
Non-interest bearing:
        Demand checking                          $ 59,411         $ 52,082
Interest bearing:
        NOW checking                               81,369           74,589
        Money market checking                      43,805           38,797
        Savings                                    17,268           16,479
        Certificates of deposit                   198,175          185,739
                                                  -------          -------

Total deposits                                   $400,028         $367,686
                                                 ========         ========


CAPITAL RESOURCES

     Shareholders'  equity at March 31, 2001 was $45.3  million,  as compared to
$44.6  million at December 31, 2000.  In the first  quarter of 2001 the Board of
Directors declared dividends totaling $0.05 per share,  consistent with 2000. At
March 31, 2001,  the Company's  common stock had a book value of $7.43 per share
compared to $7.09 for the same period in 2000.

     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  judgements  by the  regulators
about components, 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 of 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 March 31,  2001,  the Bank met all
capital adequacy requirements to which it is subject.




                                       20
<PAGE>

     At March 31, 2001, the Company's Tier 1 capital,  total risk-based  capital
and Tier 1 leverage ratios were 10.2%,  11.1% and 9.1%,  respectively.  Selected
capital ratios for March 31, 2001 and 2000 are shown in Table 13.


                            Table 13: Capital Ratios
<TABLE>

                                            March 31,          Well Capitalized       Regulatory
                                        2001         2000       Requirements           Minimums
                                        ----         ----       ------------           --------
<S>       <C>                           <C>        <C>              <C>                  <C>
Risk Based Capital Ratios:
     Tier 1 Capital Ratio               10.2%      14.9%            6.0%                 4.0%

     Total Capital to
       Risk-Weighted Assets             11.1%      16.0%           10.0%                 8.0%

Tier 1 Leverage Ratio                    9.1%      11.8%            5.0%                 4.0%
</TABLE>



            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


     On January  28,  1997,  the  Securities  and  Exchange  Commission  adopted
amendments to Regulation S-K,  Regulation S-X, and various forms (Securities Act
Release No. 7386) to clarify and expand  existing  requirements  for disclosures
about  derivatives  and market risks inherent in derivatives and other financial
instruments.  No derivative  financial  instruments are held by the Company, but
other  financial  instruments,  which  include  investments,  loans and  deposit
liabilities are included in the Company's  balance sheet.  The release  requires
quantitative and qualitative  disclosures  about market risk. See section titled
"Liquidity  and  Interest  Rate  Sensitivity"  for  further  discussion  on  the
Company's management of interest rate risk.

     Financial  instruments that have market risk are included in Table 3: "Rate
Sensitivity  Analysis."  These  instruments are shown by maturity,  separated by
fixed and variable  interest rates.  The estimated fair value of each instrument
category  is also shown in the table.  While these  estimates  of fair value are
based on  management's  judgment of the most  appropriate  factors,  there is no
assurance that,  were the Company to have disposed of such  instruments at March
31, 2001, 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 March 31, 2001 would not  necessarily be considered to
apply at subsequent dates.

















                                       21
<PAGE>


                                     PART II
                                OTHER INFORMATION

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

Item 2.  Changes in Securities -

(a)      Not applicable.

(b)      Not applicable.

(c)      Not applicable.

Item 3.  Defaults Upon Senior Securities - Not applicable.

Item 4.  Submission  of Matters  to  a Vote of Security Holders -  There were no
         matters submitted to a vote of security holders during the three months
         ended March 31, 2001.

Item 5.  Other Information - Not applicable.

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

(a)      Exhibits:

         None

(b)      Reports on Form 8-K:

         None













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<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:   May 14, 2001






























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