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, 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 April
30, 2002 was 6,095,953 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 ....................................................................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.................................................................12
         Earning Assets..........................................................................................15
         Funding Sources ........................................................................................19
         Capital Resources ......................................................................................19

         Item 3.  Quantitative and Qualitative Disclosure About Market Risk .....................................20

PART II - OTHER INFORMATION
         Item 1.  Legal Proceedings .............................................................................21

         Item 2.  Changes in Securities .........................................................................21

         Item 3.  Defaults Upon Senior Securities ...............................................................21

         Item 4.  Submission of Matters to a Vote of Security Holders ...........................................21

         Item 5.  Other Information .............................................................................21

         Item 6.  Exhibits and Reports on Form 8-K ..............................................................21

</TABLE>














                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)
<TABLE>
                                                                                             March 31,        December 31,
                                                                  ASSETS                       2002               2001
                                                                                          ---------------   ---------------
<S>                                                                                        <C>               <C>
Cash and cash equivalents:                                                                           (thousands)
     Cash and due from banks                                                               $    19,002       $    17,993
     Federal funds sold                                                                          7,775             2,100
     Interest-bearing deposits in other banks                                                      287               584
                                                                                                   ---               ---
       Total cash and cash equivalents                                                          27,064            20,677
Investment securities available for sale                                                        37,031            33,003
Investment securities held to maturity                                                           2,038             4,060
Loans:
     Commercial, financial and agricultural                                                    286,407           280,453
     Real estate - construction                                                                 43,982            41,064
     Real estate - mortgages held for sale                                                       5,218             9,908
     Real estate - mortgage                                                                    148,325           147,973
     Installment and consumer                                                                   41,187            42,157
                                                                                                ------            ------
       Total loans, net of unearned income                                                     525,119           521,555
Less:  Allowance for loan losses                                                                (5,371)           (5,205)
                                                                                                ------            ------
       Net loans                                                                               519,748           516,350

Premises and equipment, net                                                                     25,820            26,167
Intangible assets, net                                                                           6,615             6,802
Other assets                                                                                     6,024             4,962
                                                                                                 -----             -----
         TOTAL ASSETS                                                                      $   624,340       $   612,021
                                                                                           ===========       ===========
                      LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
     Non-interest bearing demand                                                           $    77,223       $    72,859
     Savings, NOW and money market                                                             200,365           191,495
     Time under $100,000                                                                       150,440           152,986
     Time $100,000 and over                                                                    121,620           115,551
                                                                                               -------           -------
       Total deposits                                                                          549,648           532,891
Securities sold under repurchase agreements and federal funds purchased                         12,009            18,148
Other borrowings                                                                                10,000            10,000
Other liabilities                                                                                5,421             4,313
                                                                                               -------           -------
       Total liabilities                                                                       577,078           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 March 31, 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                                                                               16,439            15,749
Accumulated other comprehensive income, net of taxes                                               222               326
                                                                                                   ---               ---
       Total shareholders' equity                                                               47,262            46,669
                                                                                                ------            ------
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                        $   624,340       $   612,021
                                                                                           ===========       ===========
</TABLE>



                                       3
<PAGE>

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
                                                                                                 Three Months Ended
                                                                                                       March 31,
                                                                                              2002                 2001
                                                                                           -------------     -------------
                                                                                                      (thousands)
<S>                                                                                        <C>               <C>
Interest Income
    Interest and fees on loans                                                             $     9,252       $     8,907
    Interest on investment securities available for sale                                           436               519
    Interest on investment securities held to maturity                                              41               111
    Interest on federal funds sold                                                                  13                15
    Interest on interest-bearing deposits                                                            2                 3
                                                                                                  ----              ----
      Total interest income                                                                      9,744             9,555

Interest Expense
    Interest on deposits                                                                         3,665             4,130
    Interest on repurchases and federal funds purchased                                             61               186
    Interest on other borrowings                                                                   161               537
                                                                                                   ---               ---
      Total interest expense                                                                     3,887             4,853
                                                                                                 -----             -----
        Net interest income                                                                      5,857             4,702

Provision for Loan Losses                                                                          500               400
                                                                                                   ---               ---
    Net interest income after provision for loan losses                                          5,357             4,302

Non-Interest Income
    Service charges                                                                                740               564
    Secondary market mortgage sales                                                                473               195
    Other fees and charges                                                                         191               260
                                                                                                   ---               ---
      Total non-interest income                                                                  1,404             1,019

Non-Interest Expense
    Salaries and employee benefits                                                               2,743             2,413
    Occupancy and equipment expenses                                                               822               657
    Other operating expenses                                                                     1,594             1,318
                                                                                                 -----             -----
      Total non-interest expense                                                                 5,159             4,388
                                                                                                 -----             -----

Income before income taxes                                                                       1,602               933
    Provision for income taxes                                                                     607               323
                                                                                                   ---               ---

NET INCOME                                                                                 $       995       $       610
                                                                                           ===========       ===========

Earnings Per Share (Note 3):

    Basic earnings per share                                                               $      0.16       $      0.10
                                                                                           ===========       ===========
    Weighted average shares outstanding                                                      6,101,099         6,099,376
                                                                                           ===========       ===========

    Diluted earnings per share                                                             $      0.16       $      0.10
                                                                                           ===========       ===========
    Diluted weighted average shares outstanding                                              6,152,808         6,200,423
                                                                                           ===========       ===========
</TABLE>




                                       4
<PAGE>


                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
                                                                                                 Three Months Ended
                                                                                                       March 31,
                                                                                              2002                 2001
                                                                                           -------------     -------------
                                                                                                     (thousands)
<S>                                                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                                 $       995       $       610
Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization                                                                  620               406
    Provision for loan loss                                                                        500               400
    Investment securities amortization (accretion), net                                             42                (1)
    Non-cash compensation                                                                            -                10
    Changes in assets and liabilities:
       Other assets                                                                               (796)               30
       Other liabilities                                                                         1,107               773
                                                                                                 -----               ---
          Net cash provided by operating activities                                              2,468             2,228
                                                                                                 -----             -----

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities available for sale                                          (11,253)          (10,026)
Purchases of investment securities held to maturity                                                  -                 -
Proceeds from maturities of securities available for sale                                        2,922               116
Proceeds from maturities of securities held to maturity                                              -                 2
Proceeds from called securities available for sale                                               4,000            10,000
Proceeds from called securities held to maturity                                                 2,021               410
Net increase in loans                                                                           (3,898)          (34,196)
Purchases of premises and equipment, net                                                           (86)           (1,033)
                                                                                                   ---            ------
          Net cash used in investing activities                                                 (6,294)          (34,727)
                                                                                                ------           -------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits                                                                        16,757            32,342
Net decrease in securities sold under repurchase agreements
   and federal funds purchased                                                                  (6,139)           (9,051)
Net increase in FHLB advances                                                                        -            10,000
Cash dividends                                                                                    (305)             (305)
Repurchase of common stock                                                                        (100)                -
                                                                                                  ----              ----
          Net cash provided by financing activities                                             10,213            32,986
                                                                                                ------            ------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                        6,387               487

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

CASH AND CASH EQUIVALENTS, end of period                                                   $    27,064       $    21,385
                                                                                           ===========       ===========

SUPPLEMENTAL DISCLOSURES:
          Interest paid                                                                    $     4,582       $     4,402
                                                                                           ===========       ===========

          Taxes paid                                                                       $       146       $         -
                                                                                           ===========       ===========
</TABLE>





                                       5
<PAGE>

                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (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, 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.

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.  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, 2002 and 2001.

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 months ending March 31, 2002 and 2001.

                                                            Three Months
                                                           Ended March 31,
                                                        2002             2001
                                                        ----             ----

Net income                                           $     995        $     610
Other comprehensive income, net of tax:
    Unrealized gains on securities and
    cash flow hedge arising during the period              205              289
Less:  reclassification adjustment, net of tax             (17)              (1)
                                                           ---              ---
Total unrealized gain recognized in other
    comprehensive income                                   222              290
                                                           ---              ---
Total comprehensive income, net of tax               $   1,217        $     900
                                                     =========        =========


Note 5.  Recent Accounting Pronouncements
In July 2001,  the FASB  issued  SFAS No. 142,  Goodwill  and Other  Intangibles
("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 three months ended March
31, 2002. The Company recorded goodwill  amortization expense of $17,000 for the
three months ended March 31, 2001.  The Company's  only other  intangible  asset
consists of a $6.0 million core deposit  intangible that is being amortized over
its estimated useful life of 10 years.



                                       6
<PAGE>

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.










































                                       7
<PAGE>


                   CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY
                             Selected Financial Data


<TABLE>
                                                                                  Three Months Ended
                                                                                       March 31,
                                                                                  2002          2001
                                                                                --------      --------
       Dollars in thousands except per share information.
       =================================================================================================
<S>                                                                             <C>           <C>
       SUMMARY OF OPERATIONS:
       Total interest income                                                    $    9,744    $    9,555
       Total interest expense                                                       (3,887)       (4,853)
                                                                                ----------    ----------
       Net interest income                                                           5,857         4,702
       Provision for loan losses                                                      (500)         (400)
                                                                                ----------    ----------
       Net interest income after provision for loan losses                           5,357         4,302
       Non-interest income                                                           1,404         1,019
       Non-interest expense                                                         (5,159)       (4,388)
                                                                                ----------    ----------
       Income before taxes                                                           1,602           933
       Income taxes                                                                   (607)         (323)
                                                                                ----------    ----------
       Net income                                                               $      995    $      610
                                                                                ==========    ==========

       =================================================================================================
       PER COMMON SHARE:
       Basic earnings                                                           $     0.16    $     0.10
       Diluted earnings                                                               0.16          0.10
       Book value                                                                     7.75          7.43
       Dividends                                                                      0.05          0.05
       Actual shares outstanding                                                 6,095,953     6,099,376
       Weighted average shares outstanding                                       6,101,099     6,099,376
       Diluted weighted average shares outstanding                               6,152,808     6,200,423

       =================================================================================================
       KEY RATIOS:
       Return on average assets                                                       0.66%         0.51%
       Return on average shareholders' equity                                         8.48          5.50
       Dividend payout                                                               31.25         50.00
       Efficiency ratio                                                              71.05         76.70
       Total risk-based capital ratio                                                 8.87         11.13
       Average shareholders' equity to average assets                                 7.73          9.31
       Tier 1 leverage                                                                6.65          9.12

       =================================================================================================
       FINANCIAL CONDITION AT PERIOD-END:
       Assets                                                                   $  624,340    $  502,329
       Loans                                                                       525,119       414,925
       Deposits                                                                    549,648       400,028
       Shareholders' equity                                                         47,262        45,308

       =================================================================================================

</TABLE>












                                       8
<PAGE>


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


OVERVIEW

     The following  analysis reviews  important  factors affecting the financial
condition  and results of  operations  of CNB Florida  Bancshares,  Inc. for the
three months ended March 31, 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 March 31, 2002 were
$995,000, or $0.16 per diluted share, compared to $610,000, or $0.10 per diluted
share,  in the  first  quarter  of 2001.  These  results  reflect  growth in net
interest income and in non-interest  income.  Non-interest  expenses reflect the
Company's  expansion into new markets and infrastructure  enhancements,  such as
completion of the Operations Center expansion,  technology upgrades and improved
employee  training  opportunities.  Total  assets  increased  to $624.3  million
compared to $612.0  million at December 31, 2001.  Included in the first quarter
results for 2002 is the impact of the  acquisition of the Lake City and Live Oak
branches of Republic Bank in May 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 quarter of 2002
was $5.9  million,  compared to $4.7 million for the first three months in 2001,
an increase of 25%. The increase was due to loan and deposit  growth,  partially
offset by the impact of lower spreads.

     Total average earning assets increased by $126.6 million,  or 29% to $565.8
million in 2002,  compared to $439.2 million in 2001.  Increases in time,  money
market and other interest bearing  deposits,  including those accounts  acquired
from Republic Bank, were the main  contributors  in the $107.5 million,  or 28%,
growth in average interest bearing liabilities.

     Net  interest  margin  declined  to 4.20%  in the  first  quarter  of 2002,
compared  to 4.34%  for the same  period in 2001.  Total  earning  asset  yields
decreased  to 6.98% in 2002  from  8.82% in 2001 and  rates on  interest-bearing
liabilities  decreased  to 3.23% in 2002  from  5.18% 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


                                       9
<PAGE>

environment.  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 2002 and 2001.

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

                                             Three Months Ended March 31, 2002            Three Months Ended March 31, 2001
                                            ------------------------------------         ------------------------------------
                                                          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                        $   3,154    $       13        1.67%         $   1,239    $       15        4.91%
  Investment securities
    available for sale                         38,692           436        4.57             33,277           519        6.33
  Investment securities
    held to maturity                            2,832            41        5.87              7,366           111        6.11
  Loans (1)                                   520,724         9,252        7.21            397,185         8,907        9.09
  Interest bearing deposits                       439             2        1.85                182             3        6.68
                                                 ----          ----        ----               ----          ----        ----

TOTAL EARNING ASSETS                          565,841         9,744        6.98            439,249         9,555        8.82
  All other assets                             49,083                                       44,202
                                             --------                                     --------

TOTAL ASSETS                                $ 614,924                                    $ 483,451
                                            =========                                    =========

LIABILITIES AND
  SHAREHOLDERS' EQUITY:
  NOW and money markets                     $ 171,855    $      763        1.80%         $ 119,003    $      961        3.28%
  Savings                                      21,004            39        0.75             16,743            57        1.38
  Time deposits                               268,598         2,863        4.32            192,755         3,112        6.55
  Repurchases and federal
     funds purchased                           16,100            61        1.54             13,727           186        5.50
 Short term borrowings                              -             -           -             37,833           537        5.76
 Other borrowings                              10,000           161        6.53                  -             -           -
                                             --------     ---------     -------           --------     ---------     -------
TOTAL INTEREST BEARING
  LIABILITIES                                 487,557         3,887        3.23            380,061         4,853        5.18
  Demand deposits                              75,373                                       53,446
  Other liabilities                             4,435                                        4,946
  Shareholders' equity                         47,559                                       44,998
                                             --------                                     --------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                      $ 614,924                                    $ 483,451
                                            =========                                    =========
                                                                           ----                                         ----
INTEREST SPREAD (2)                                                        3.75%                                        3.64%
                                                                           ====                                         ====
                                                         ----------                                   ----------
NET INTEREST INCOME                                      $    5,857                                   $    4,702
                                                         ==========                                   ==========

NET INTEREST MARGIN (3)                                                    4.20%                                        4.34%
                                                                           ====                                         ====
----------------------------
<FN>
(1) Interest income on average loans includes loan fee recognition of $123,000
    and $321,000 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>





                                       10
<PAGE>

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

                                               NET CHANGE MARCH 31,                   NET CHANGE MARCH 31,
                                            2001-2002 ATTRIBUTABLE TO:             2000-2001 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                        $     23    $    (25)     $    (2)     $    (58)  $    (3)     $   (61)
   Investment securities available for sale        84        (167)         (83)          (11)       (6)         (17)
   Investment securities held to maturity         (68)         (2)         (70)          (44)        7          (37)
   Loans                                        2,770      (2,425)         345         2,611       117        2,728
   Interest bearing deposits                        4          (5)          (1)           (2)       (1)          (3)
                                                ------     -------         ----        ------      ----       ------
      Total                                     2,813      (2,624)         189         2,496       114       2 ,610
                                                ------     -------         ----        ------      ----       ------


INTEREST EXPENSE:
   NOW and money markets                          427        (625)        (198)          118        42          160
   Savings                                         15         (33)         (18)           (2)       (1)          (3)
   Time deposits                                1,224      (1,473)        (249)          659       540        1,199
   Repurchases and federal funds
     purchased                                      9        (134)        (125)          104         5          109
   Short term borrowings                         (537)          -         (537)          537         -          537
   Other borrowings                               161           -          161             -         -            -
                                                ------     -------         ----        ------      ----       ------
      Total                                     1,299      (2,265)        (966)        1,416       586        2,002
                                                ------     -------         ----        ------      ----       ------
         Net interest income                 $  1,514    $   (359)     $ 1,155      $  1,080   $  (472)     $   608
                                             =========   =========     ========     =========  ========     ========

--------------------------
<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 totaled $1.4 million for the first quarter of 2002, an
increase of 38% from $1.0 million earned in the  comparable  period in 2001. The
increase  was  primarily  attributed  to growth in  mortgage  loan sales and the
increased deposit base. Service charges on deposit accounts increased  $176,000,
or 31% in 2002  compared  to the same period in 2001.  Other fee  income,  which
includes credit card fees, credit life insurance income,  safe deposit box fees,
fees from loans sold in the secondary market,  net gains and losses from sale of
securities and other miscellaneous fees, had an increase of $209,000, or 46% for
the first three months of 2002 compared to the comparable 2001 period.

     Non-interest  income,  annualized,  as a percentage  of average  assets was
0.93% for the first  quarter  ended  March 31,  2002,  compared to 0.85% for the
comparable period in 2001.

Non-Interest Expense

     Non-interest  expense  increased  18% to $5.2  million in the 2002  quarter
compared to $4.4 million in the 2001 first  quarter.  This increase is primarily
attributable  to the increased  costs resulting from two de novo branch openings
and the  Republic  Bank  branch  acquisitions  in  2001,  increased  commissions
resulting  from  mortgage  originations  and  amortization  of the core  deposit
intangible from the Republic Bank branch acquisitions.  Annualized, non-interest
expense as a  percentage  of average  assets was 3.40% for the first  quarter of
2002,  compared to 3.68% for the 2001 first quarter,  reflecting the realization


                                       11
<PAGE>

of  efficiencies  gained  through the  expansion  of our  operational  platform.
Salaries and employee benefits increased $330,000 or 14% to $2.7 million for the
first  three  months of 2002,  compared  to $2.4  million for the same period in
2001.  As a  percentage  of average  assets  annualized,  salaries  and employee
benefits  decreased to 1.81% from 2.02%, for the first quarter of 2002 and 2001,
respectively.  Average full-time equivalent employees increased by 27 during the
first quarter of 2002 as compared to the same period in 2001.

     Occupancy expense (including premises,  furniture,  fixtures and equipment)
increased $165,000, or 25% during the three months ended March 31, 2002 compared
to the same period in 2001.  The  increase is  primarily  attributable  to costs
associated with the two new de novo branches in the First Coast Division and the
purchase of the two branches from Republic Bank in May 2001.

     Other operating expenses increased  $276,000,  or 21%, in the first quarter
of 2002  compared to the same period in 2001.  The  following  table details the
areas of significance in other operating expenses.

                        Table 2: Other Operating Expenses

                                                  Three Months Ended March 31,
                                                      2002             2001
                                                ---------------  ---------------
                                                           (thousands)


         Data processing                          $    319        $    264
         Legal and professional                        196             104
         Amortization of intangible assets             187              45
         Telephone                                     179             111
         Postage and delivery                          157             143
         Supplies                                      116             134
         Advertising and promotion                     113             160
         Regulatory fees                                58              43
         Loan expenses                                  46              65
         Administrative                                 44              61
         Insurance and bonding                          24              39
         Dues and subscriptions                         24              21
         Education expense                              22              16
         Other general operating                        20              10
         Directors fees                                 19              22
         Other                                          70              80
                                                   -------         -------
         Total other operating expenses           $  1,594        $  1,318
                                                   =======         =======


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 $59.8
million and  represented  11% of average total deposits during the first quarter
of 2002,  compared to $54.0 million and 14% for 2001. Average loans were 97% and
104% of average  deposits  for the three month  period  ended March 31, 2002 and
2001, respectively.


                                       12
<PAGE>


     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 matures on June 30, 2002 with interest floating  quarterly at
3-month Libor plus 145 basis points.  There are no amounts outstanding on the $3
million  line of  credit.  The line of credit 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.  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 March 31, 2002, a gradual
increase in interest rates of 200 basis points would have increased net interest
income  over the ensuing  twelve-month  period by 3.42%.  A gradual  decrease in
interest  rates of 200 basis points over this same period  would have  decreased
net interest income by 3.01% 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 2.15% and  (2.04)%,  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.

     In Table 3, "Rate Sensitivity Analysis", presents rate sensitive assets and
liabilities,  separating  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 March 31, 2002, 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, 2002
(dollars in thousands)

<TABLE>
                                                                                                                      Fair
                                        1 Year     2 Years    3 Years    4 Years    5 Years    Beyond      TOTAL      Value
                                        ------     -------    -------    -------    -------    ------      -----      -----
INTEREST-EARNING ASSETS:

<S>                                   <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Gross Loans
     Fixed rate loans                 $  78,292  $  44,827  $  38,069  $  29,849  $  37,073  $  83,053  $ 311,163  $ 316,700
       Average interest rate               7.65%      8.06%      8.08%      8.30%      7.65%      7.43%      7.76%

     Variable rate loans                 59,129     32,826     11,892     19,548     10,277     80,284    213,956    218,756
       Average interest rate               5.76%      5.33%      6.17%      5.60%      6.26%      7.47%      6.37%

Investment securities (1)
     Fixed rate investments               5,662     14,141      5,631      3,519          -      6,222     35,175     35,415
       Average interest rate               2.72%      5.06%      4.86%      5.54%                 4.79%      4.65%

     Variable rate investments                -          -          -          -          -        666        666        674
       Average interest rate                                                                      5.31%      5.31%

Federal funds sold                        7,775          -          -          -          -          -      7,775      7,775
       Average interest rate               1.66%                                                             1.66%

Other earning assets (2)                  3,266          -          -          -          -          -      3,266      3,266
       Average interest rate               5.65%                                                             5.65%
                                        -------    -------    -------    -------    -------    -------    -------    -------


Total interest-earning assets         $ 154,124  $  91,794  $  55,592  $  52,916  $  47,350  $ 170,225  $ 572,001  $ 582,586
       Average interest rate               6.40%      6.62%      7.35%      7.12%      7.35%      7.34%      6.95%
                                      =========  =========  =========  =========  =========  =========  =========  =========


INTEREST-BEARING LIABILITIES:

NOW                                   $  57,420  $       -  $       -  $       -  $       -  $  57,954  $ 115,374  $ 115,374
       Average interest rate               2.21%                                                 0.50%      1.35%

Money market                             58,834          -          -          -          -      4,670     63,504     63,504
       Average interest rate               2.42%                                                  1.58%      2.36%

Savings                                       -          -          -          -          -     21,487     21,487     21,487
       Average interest rate                                                                      0.75%      0.75%

CD's under $100,000                     122,315      9,816     14,219      3,798        292          -    150,440    150,517
       Average interest rate               3.73%      4.33%      4.17%      4.28%      4.40%                3.83%

CD's $100,000 and over                  106,148      5,299      8,147      1,694        332          -    121,620    122,062
       Average interest rate               4.15%      4.73%      4.47%      4.81%      4.10%                 4.21%

Securities sold under
   repurchase agreements and
   federal funds purchased               12,009          -          -          -          -          -     12,009     12,009
       Average interest rate               1.43%                                                             1.43%

Other borrowings  (3)                         -          -          -          -     10,000          -     10,000     10,000
       Average interest rate                                                           3.58%                 3.58%
                                        -------    -------    -------    -------    -------    -------    -------    -------

Total interest-bearing liabilities    $ 356,726  $  15,115  $  22,366  $   5,492  $  10,624  $  84,111  $ 494,434  $ 494,953
       Average interest rate               3.32%      4.47%      4.28%      4.44%      3.62%      0.62%      2.96%
                                      =========  =========  =========  =========  =========  =========  =========  =========
-------------------------
<FN>
(1) Securities  available for sale are shown at their amortized cost,  excluding
    market value adjustment for net unrealized gains of $250,000.
(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>






                                       14
<PAGE>

     Core  deposits,  which  represent all deposits  other than time deposits in
excess of $100,000, were 78% of total deposits at March 31, 2002 consistent with
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
                                 March 31, 2002
                             (dollars in thousands)

                                                           Amount
                                                           ------

               Three months or less                       $ 36,114
               Three through six months                     30,058
               Six through twelve months                    39,976
                Over twelve months                          15,472
                                                           -------
               Total                                      $121,620
                                                           =======


EARNING ASSETS

Loans

     Lending  activities are CNB'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  quarter of 2002,  average  loans were $520.7  million and were 97% of
average  deposits,  compared  to $397.2  million and 104% for the same period in
2001.  The  following  table  reflects the  composition  of the  Company's  loan
portfolio as of March 31, 2002 compared to December 31, 2001.

                       Table 5: Loan Portfolio Composition

                                                  March 31,        December 31,
                                                    2002               2001
                                               --------------     --------------
                                                          (thousands)
Commercial, financial and agricultural          $   286,407        $   280,453
Real estate - mortgage                              148,325            147,973
Real estate - mortgages held for sale                 5,218              9,908
Real estate - construction                           43,982             41,064
Installment and consumer                             41,187             42,157
                                                   --------           --------

Total loans, net of unearned income                 525,119            521,555
Less: allowance for loan losses                      (5,371)            (5,205)
                                                  ---------          ---------

Net loans                                       $   519,748        $   516,350
                                                ===========        ===========


     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 in
geographic  as well as in  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  may  become
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


                                       15
<PAGE>

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

     The allowance for loan losses on March 31, 2002,  was 1.02% of total loans,
compared to 1.00% at December  31,  2001 and 0.96% at March 31,  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

                                    March 31,                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           $ 3,864        54.6%      $ 3,669         53.8%
Real estate - mortgage            493        29.2%          484         30.3%
Real estate- construction          26         8.4%           25          7.9%
Consumer                          914         7.8%          932          8.0%
Unallocated                        74           -            95            -
                                 ----        ----          ----         ----
Total                         $ 5,371       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  3% from  December 31, 2001 to $3.0 million at
March 31, 2002.  Non-performing assets as a percentage of total assets increased
to 0.48% on March 31, 2002 from 0.47% on December 31, 2001.


                         Table 7: Non-Performing Assets

                                                   March 31,     December 31,
                                                     2002            2001
                                                  ----------      ----------
                                                    (dollars in thousands)
  Non-accrual loans                               $  2,059        $  1,377
  Past due loans 90 days or
     more and still accruing                           698           1,271
  Other real estate owned
     and repossessions                                 217             229
                                                    ------          ------
  Total non-performing assets                    $   2,974        $  2,877
                                                    ======          ======

  Percent of total assets                             0.48%           0.47%


                                       16
<PAGE>



<TABLE>
                 Table 8: Activity in Allowance for Loan Losses

                                                                           March 31,
                                                                  2002                  2001
                                                               ----------            ----------
                                                                     (dollars in thousands)
<S>                                                            <C>                   <C>
Balance at beginning of year                                   $    5,205            $    3,670
Loans charged-off:
   Commercial, financial and agricultural                             211                    46
   Real estate, mortgage                                               67                     5
   Real estate, construction                                            -                    -
   Consumer                                                           113                    91
                                                                 --------              --------
      Total loans charged-off                                        (391)                 (142)
Recoveries on loans previously charged-off:
   Commercial, financial and agricultural                               2                    16
   Real estate, mortgage                                               26                     -
   Real estate, construction                                            -                     -
   Consumer                                                            29                    34
                                                                ---------              --------
      Total loan recoveries                                            57                    50
                                                                ---------              --------
        Net loans charged-off                                        (334)                  (92)
                                                                ---------              --------

Provision for loan losses charged to expense                          500                   400
                                                                ---------              --------
Ending balance                                                 $    5,371            $    3,978
                                                                =========              ========

Total loans outstanding                                        $  525,119            $  414,925
Average loans outstanding                                      $  520,724            $  397,185

Allowance for loan losses to loans outstanding                       1.02%                 0.96%
Net charge-offs to average loans outstanding, annualized             0.26%                 0.09%

</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 $39.1  million at March 31,  2002,  an increase of 5% 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  95% of  the  total  investment
portfolio  at March 31,  2002 had a value of $37.0  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, 2002,
shareholders'  equity included a net unrealized gain of $222,000,  compared to a
$326,000 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.




                                       17
<PAGE>

<TABLE>
           Table 9: Maturity Distribution of Investment Securities (1)
                                 March 31, 2002

(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                        $        -      $        -             $    4,086      $    4,071
                                           ----------      ----------             ----------      ----------
Total U.S. Treasury                                 -               -                  4,086           4,071

 U.S. Government Agencies
 and Corporations:
   One year or less                                 -               -                  1,486           1,488
   Over one through five years                  2,038           2,037                 21,017          21,358
                                           ----------      ----------             ----------        --------
Total U.S. Government Agencies                  2,038           2,037                 22,503          22,846
 and Corporations

Obligations of State and Political
 Subdivisions:
   One year or less                                 -               -                     90              90
   Over one through five years                      -               -                    236             245
   Over ten years                                   -               -                    609             637
                                           ----------      ----------             ----------      ----------
Total Obligations of State and                      -               -                    935             972
 Political Subdivisions

Mortgage-Backed Securities (2):
   Over five through ten years                      -               -                  4,583           4,479
   Over ten years                                   -               -                  1,695           1,684
                                           ----------      ----------             ----------      ----------
Total Mortgage-Backed Securities                    -               -                  6,278           6,163

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

                                           ----------      ----------             ----------      ----------
Total Securities                           $    2,038      $    2,037             $   36,781      $   37,031
                                           ==========      ==========             ==========      ==========

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

                                      March 31, 2002      December 31, 2001       March 31, 2001
                                      --------------      -----------------       --------------
<S>                                       <C>                   <C>                    <C>
One Year or Less                          2.27%                 2.56%                  5.16%
More than One through Five Years          5.08%                 5.72%                  6.06%
More than Five through Ten Years          4.99%                 4.95%                  5.80%
More than Ten Years (1)                   4.56%                 4.96%                  6.63%

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





                                       18
<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, 2002 and December 31, 2001.


                            Table 11: Total Deposits

                                            March 31,      December 31,
                                              2002            2001
                                           -----------     ------------
                                                   (thousands)
   Non-interest bearing:
           Demand checking                 $  77,223       $   72,859
   Interest bearing:
           NOW checking                      115,374          105,157
           Money market checking              63,504           66,088
           Savings                            21,487           20,250
           Certificates of deposit           272,060          268,537
                                            --------         --------

   Total deposits                          $ 549,648       $  532,891
                                            ========         ========


CAPITAL RESOURCES

     Shareholders'  equity at March 31, 2002 was $47.3  million,  as compared to
$46.7 million at December 31, 2001.  During the first quarter of 2002, the Board
of Directors declared dividends totaling $0.05 per share,  consistent with 2001.
At March 31,  2002,  the  Company's  common  stock had a book value of $7.75 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 March  31,  2002,  the  Bank met all  capital
adequacy requirements to which it is subject.

     At March 31, 2002 and 2001, the Company's Tier 1 capital,  Total risk-based
capital and Tier 1 leverage ratios were are as follows:




                                       19
<PAGE>


<TABLE>
                            Table 12: Capital Ratios

                                            March 31,               Well-Capitalized        Regulatory
                                        2002         2001              Requirements           Minimums
                                    ------------ ------------          ------------           --------
<S>                                     <C>          <C>                   <C>                  <C>
Risk Based Capital Ratios:
     Tier 1 Capital Ratio               7.8%         10.2%                 6.0%                 4.0%

     Total Capital to
      Risk-Weighted Assets              8.9%         11.1%                10.0%                 8.0%

Tier 1 Leverage Ratio                   6.6%          9.1%                 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 March 31,  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 March 31,
2002 was approximately  $104,000. The swap is being accounted for as a cash flow
hedge of the variable interest payments under the $10 million term debt.

     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
March 31, 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 March 31, 2002 would not  necessarily be considered
to apply at subsequent dates.



























                                       20
<PAGE>


                                     PART II
                                OTHER INFORMATION

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

Item 2. Changes in Securities - Not applicable.

Item 3. Defaults Upon Senior Securities - Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders - Not applicable.

Item 5. Other Information - Not applicable.

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

(a)     Exhibits:

        None

(b)     Reports on Form 8-K:

        On March 4, 2002, the Company filed a Form 8-K to report the resignation
        of  Bennett  Brown as  President  and  Chief  Operating  Officer  of CNB
        National Bank and as Executive Vice President of CNB Florida Bancshares,
        Inc.




























                                       21
<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 10, 2002

































                                       22