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, 2000

                                       OR

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

                           Commission File No. 0-25988

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


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

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


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


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

The number of shares of the  registrant's  common stock  outstanding as of April
30, 2000 was 6,116,300 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. . . . . . . . . . . . . . . . . . . . . . .  7

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

         Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Results of Operations. . . . . . . . . . . . . . . . . . . . . . . .  8
         Liquidity and Interest Rate Sensitivity. . . . . . . . . . . . . . . 12
         Earning Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
         Funding Sources . . . . . . . . . . . . . . . . . . . . . . . . . . .18
         Capital Resources. . . . . . . . . . . . . . . . . . . . . . . . . . 19

         Item 3.  Quantitative and Qualitative Disclosure About Market Risk. .19

PART II - OTHER INFORMATION
         Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .20

         Item 2.  Changes in Securities. . . . . . . . . . . . . . . . . . . .20

         Item 3.  Defaults Upon Senior Securities. . . . . . . . . . . . . . .20

         Item 4.  Submission of Matters to a Vote of Security Holders . . . . 20

         Item 5.  Other Information. . . . . . . . . . . . . . . . . . . . . .20

         Item 6.  Exhibits and Reports on Form 8-K. . . . . .. . . . . . . . .20



                                        2


<PAGE>

<TABLE>


                                                          PART I
                                                   FINANCIAL INFORMATION

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

                                                       (Unaudited)
                                                                              March 31,          December 31,
                                                                                2000                 1999
                                                                            ------------          ---------
                                                    ASSETS                              (thousands)


<S>                                                                            <C>                <C>
Cash and cash equivalents:

    Cash and due from banks                                                    $   16,016         $   17,235
    Federal funds sold                                                              5,150                  -
    Interest bearing deposits in other banks                                          309                285
                                                                                ---------           --------
      Total cash and cash equivalents                                              21,475             17,520
Investment securities available for sale                                           33,429             35,111
Investment securities held to maturity                                             10,419             10,582
Loans:
    Commercial, financial and agricultural                                        149,677            136,937
    Real estate - mortgage                                                         91,630             86,275
    Real estate - construction                                                     20,769             18,926
    Installment and consumer                                                       28,001             23,946
                                                                                ---------           --------
      Total loans, net of unearned income                                         290,077            266,084
Less: Allowance for loan losses                                                    (2,936)            (2,671)
                                                                                ---------           --------
      Net loans                                                                   287,141            263,413

Premises and equipment, net                                                        16,082             14,395
Other assets                                                                        4,937              5,055
                                                                                ---------           --------
           TOTAL ASSETS                                                        $  373,483         $  346,076
                                                                                =========           ========

                                           LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Deposits:
    Non-interest bearing demand                                                $   48,391         $   42,110
    Savings, NOW and Money Market                                                 125,427            112,103
    Time (under $100,000)                                                          93,032             89,141
    Time ($100,000 and over)                                                       55,622             44,849
                                                                                ---------           --------
      Total deposits                                                              322,472            288,203

Securities sold under repurchase agreements                                         5,105              7,263
Federal funds purchased                                                                 -              4,800
Other liabilities                                                                   2,600              2,735
                                                                                ---------           --------
      Total liabilities                                                           330,177            303,001
                                                                                ---------           --------

SHAREHOLDERS' EQUITY
Preferred stock; $.01 par value; 500,000 shares authorized;
    no shares issued or outstanding                                                     -                  -
Common stock; $.01 par value, 10,000,000 shares authorized;
    6,107,070 and 6,116,070 shares issued and outstanding
    at March 31, 2000 and December 31, 1999, respectively                              61                 61
Additional paid-in capital                                                         30,725             30,805
Retained earnings                                                                  13,010             12,746
Accumulated other comprehensive income, net of tax                                   (490)              (537)
                                                                                ---------           --------
      Total shareholders' equity                                                   43,306             43,075
                                                                                ---------           --------
           TOTAL LIABILITIES AND SHAREHOLDERS'  EQUITY                         $  373,483         $  346,076
                                                                                =========           ========
</TABLE>

                                        3


<PAGE>
<TABLE>



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

                                                                                Three Months Ended March 31,
                                                                                   2000               1999
                                                                               ------------       ----------
                                                                                         (thousands)
<S>                                                                            <C>               <C>
Interest Income
  Interest and fees on loans                                                   $    6,179        $     4,398
  Interest on investment securities held to maturity                                  148                 47
  Interest on investment securities available for sale                                536                756
  Interest on federal funds sold                                                       76                255
  Interest on interest bearing deposits                                                 6                129
                                                                                ---------         ----------
    Total interest income                                                           6,945              5,585

Interest Expense
  Interest on deposits                                                              2,774              2,171
  Interest on short-term borrowings                                                    77                 69
                                                                                ---------         ----------
    Total interest expense                                                          2,851              2,240
                                                                                ---------         ----------
        Net interest income                                                         4,094              3,345

Provision for Loan Losses                                                             300                200
                                                                                ---------         ----------
  Net interest income after provision for loan losses                               3,794              3,145

Non-interest Income
  Service charges                                                                     515                461
  Other fees and charges                                                              256                226
                                                                                ---------         ----------
    Total non-interest income                                                         771                687
                                                                                ---------         ----------

Non-interest Expense
  Salaries and employee benefits                                                    2,054              1,499
  Occupancy and equipment expenses                                                    500                410
  Other operating expenses                                                          1,143                775
                                                                                ---------        -----------
    Total non-interest expense                                                      3,697              2,684
                                                                                ---------        -----------

Income before income taxes                                                            868              1,148
    Provision for income taxes                                                        298                400
                                                                                ---------        -----------

NET INCOME                                                                     $      570       $        748
                                                                                =========        ===========


Earnings Per Share (Note 3):

    Basic earnings per share                                                   $     0.09       $       0.13
                                                                                =========        ===========
    Weighted average shares outstanding                                         6,107,357          5,648,450
                                                                                =========        ===========

    Diluted earnings per share                                                 $     0.09       $       0.13
                                                                                =========        ===========
    Diluted weighted average shares outstanding                                 6,168,143          5,710,424
                                                                                =========        ===========


</TABLE>


                                        4


<PAGE>
<TABLE>



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

                                                                          Three Months Ended March 31,
                                                                            2000                 1999
                                                                        ------------         ------------
                                                                                     (thousands)
<S>                                                                      <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                               $       570          $       748
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization                                               273                  229
     Provision for loan loss                                                     300                  200
     Investment securities amortization (accretion), net                          10                 (279)
     Non-cash compensation                                                        15                  -
     Changes in assets and liabilities:
      Other assets                                                                45                  542
      Other liabilities                                                         (135)                 269
                                                                          ----------          -----------

      Net cash provided by operating activities                                1,078                1,709
                                                                          ----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities available for sale                           -                 (20,391)
Purchases of investment securities held to maturity                             -                  (8,754)
Proceeds from maturities of securities available for sale                      1,287               19,387
Proceeds from maturities of securities held to maturity                          151                  314
Proceeds from called securities available for sale                               472                3,000
Net increase in loans                                                        (24,028)             (13,383)
Purchases of premises and equipment, net                                      (1,915)              (1,615)
                                                                          ----------          -----------

      Net cash used in investing activities                                  (24,033)             (21,442)
                                                                          ----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in deposits                                               34,269               (2,214)
Securities sold under repurchase agreements                                   (2,158)              (5,762)
Federal funds purchased                                                       (4,800)                -
Cash dividends paid                                                             (306)                (243)
Issuance of common stock                                                        -                  11,362
Repurchase of common stock                                                      (125)                -
Exercise of options                                                               30                    6
                                                                          ----------          -----------

      Net cash provided by financing activities                               26,910                3,149
                                                                          ----------          -----------


Increase (decrease) in cash and cash equivalents                               3,955              (16,584)

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

Cash and cash equivalents at end of period                              $     21,475         $     32,303
                                                                          ==========          ==========

SUPPLEMENTAL DISCLOSURES:
      Interest paid                                                     $      2,608         $      2,329
                                                                         ===========          ===========

      Taxes paid                                                        $        593         $         64
                                                                         ===========          ===========
</TABLE>

                                        5


<PAGE>





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

                                 March 31, 2000
                                   (Unaudited)


Note 1. Basis of Presentation

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

Note 2. Consolidation

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

Note 3.  Earnings Per Share

Basic  earnings  per share is  calculated  based on weighted  average  number of
shares  of  common  stock  during  the  period.  Diluted  earnings  per share is
calculated  based on the  weighted  average  number of  shares  of common  stock
outstanding  and common  stock  equivalents,  consisting  of  outstanding  stock
options.  Common stock  equivalents are determined using the treasury method for
diluted  shares  outstanding.  The difference  between  diluted and basic shares
outstanding is common stock  equivalents from stock options and restricted stock
outstanding during the periods ended March 31, 2000 and 1999.

Note 4.  Comprehensive Income

Comprehensive income is defined as the total of net income and all other changes
in equity.  The following table details the Company's  comprehensive  income for
March 31, 2000 and 1999.

                                                    Three Months Ended March 31,
                                                    2000                  1999
                                                    ----                  ----

Net Income                                          $   570             $   748
Other Comprehensive Income (Loss), Net of Tax
   Unrealized Gains (Losses) on Securities:
     Unrealized Gains (Losses) on Securities
     Arising During the Period                           53                (267)
  Less: Reclassification Adjustment                       6                (176)
                                                    -------              -------
Total Unrealized Gains (Losses), Net of Tax

  Recognized in Other Comprehensive Income               47                 (91)
                                                    -------              -------
Comprehensive Income, Net of Tax                    $   617              $  657
                                                    =======              =======

Note 5.  Initial Public Offering

During  February  1999,  the Company sold  1,250,000  shares of common stock and
received  proceeds  from the issuance of  approximately  $11.4  million,  net of
underwriting discount and expenses.

Note 6.  Company Name Change

On May 19, 1999,  the Company's  shareholders  approved a proposal to change the
name of CNB, Inc. to CNB Florida Bancshares,  Inc. The change was effective June
30, 1999.

                                       6
<PAGE>
<TABLE>

                                    CNB FLORIDA BANCSHARES, INC. AND SUBSIDIARY

                                              Selected Financial Data

                                                                      March 31,
                                                           2000                     1999
                                                       ------------             --------
Dollars in thousands except per share information.
-------------------------------------------------------------------------------------------------------------------

SUMMARY OF OPERATIONS:
<S>                                                    <C>                      <C>
Total interest income                                  $      6,945             $      5,585
Total interest expense                                       (2,851)                  (2,240)
                                                        -----------               ----------
Net interest income                                           4,094                    3,345
Provision for loan losses                                      (300)                    (200)
                                                        -----------               ----------
Net interest income after
      provision for loan losses                               3,794                    3,145
Non-interest income                                             771                      687
Non-interest expense                                         (3,697)                  (2,684)
                                                        -----------               ----------
Income before taxes                                             868                    1,148
Income taxes                                                   (298)                    (400)
                                                        -----------               ----------
Net income                                             $        570             $        748
                                                        ============              ==========

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

PER COMMON SHARE:
Basic earnings                                         $       0.09             $       0.13
Diluted earnings                                               0.09                     0.13
Book value                                                     7.09                     6.99
Dividends                                                      0.05                     0.05
Actual shares outstanding                                 6,107,070                6,107,970
Weighted average shares outstanding                       6,107,357                5,648,450
Diluted weighted average shares outstanding               6,168,143                5,710,424

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

KEY RATIOS:
Return on average assets                                       0.63    %                0.98     %
Return on average shareholders' equity                         5.31                     7.84
Dividend payout                                               55.56                    38.46
Efficiency ratio                                              75.99                    66.57
Total risk-based capital ratio                                15.96                    21.71
Average shareholders' equity to
  average assets                                              11.92                    12.48
Tier 1 leverage                                               11.82                    13.29


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

FINANCIAL CONDITION AT PERIOD-END:
Assets                                                 $    373,483             $    315,653
Loans                                                       290,077                  200,326
Deposits                                                    322,472                  262,895
Shareholders' equity                                         43,306                   42,691

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

</TABLE>



                                        7


<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, 2000 and 1999.  This financial  information
should  be  read  in  conjunction  with  the  unaudited  consolidated  financial
statements of CNB Florida Bancshares,  Inc. ("the Company") and its wholly owned
subsidiary,  CNB  National  Bank,  ("the Bank")  included in "Item 1.  Financial
Statements" above and the audited consolidated  financial statements included in
Form  10-K  for  the  year  ended  December  31,  1999.  The  analysis  contains
forward-looking statements with respect to financial and business matters, which
are subject to risks and  uncertainties,  that may change over a period of time.
These risks and uncertainties  include but are not limited to change in interest
rates,  variances in actual versus projected growth in assets,  loan losses, the
ability to control  expenses,  costs of opening new  branches  and  entering the
Jacksonville  and Gainesville  markets,  competitive  factors,  general economic
conditions,  changes in government regulation, the ability to attract and retain
qualified  personnel  and the ability to attract new  deposits.  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.

          On January 29, 1999,  the Company's  common stock began trading on the
NASDAQ  National  Market under the symbol  "CNBB".  The Company  issued and sold
1,250,000  shares of common stock during its initial public  offering at $10.25.
Proceeds  from the offering net of  underwriting  discount and expenses  totaled
$11.4 million.  This increased  capital is supporting the Company's  growth into
the Jacksonville market and expansion in the Gainesville market.

RESULTS OF OPERATIONS

         The Company's  earnings for the three month period ended March 31, 2000
were $570,000 or $0.09 per diluted share. This compares to $748,000 or $0.13 per
diluted share for the same period in 1999.  These first quarter results continue
to reflect execution of the Company's  strategy to expand the CNB franchise into
new markets.  Weighted average shares outstanding  increased 8.1% from 5,648,450
in 1999 to 6,107,357 for the period ended March 31, 2000.  This increase was due
to the Company's Initial Public Offering completed January 29,1999.

Net Interest Income

         Net  interest  income is the single  largest  source of revenue for the
Bank and consists of interest and fee income  generated by earning assets,  less
interest expense paid on interest bearing  liabilities.  Net interest income was
$4.1 million for the first quarter of 2000,  an increase of $749,000,  or 22.4%,
from the first  quarter of 1999.  This  increase was the result of growth in the
loan  portfolio and the related  increase in interest  income from loans of $1.8
million,  or 40.5%. Total average earning assets increased by $43.2 million,  or
15.1% to $328.7 million in 2000, compared to $285.5 million in 1999.

         Net  interest  margin  increased  to 5.01%  from 4.75%  reflecting  the
increase in and mix of earning assets and the interest  income  attributable  to
the growth in loan volume and interest and fees on loans.  Total  earning  asset
yields  increased to 8.50% in 2000 from 7.93%,  while rates on  interest-bearing
liabilities  increased  to 4.24% in 2000 from  3.90% in 1999.  Interest  expense
increased  $611,000,  or 27.3% in the first  quarter of 2000 as  compared to the
same period in 1999.  This  reflects  the  Company's  increased  reliance on new
deposits  for  liquidity  in a rising  rate  environment  when  compared  to the
utilization of existing  liquidity for loan growth during 1999. The introduction
of the new product,  Preferred  NOW Checking,  and the  increased  rates paid on

                                        8


<PAGE>



Money Market accounts are the main  attributable  factors for the increase.  The
new product and rate increases have enabled the Company to enter its new markets
and be competitive  with other financial  institutions.  The increase in average
interest-bearing   liabilities  of  $37.0  million  ,  or  15.9%,   also  was  a
contributing factor. 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 2000 and 1999.  Table 1a:  "Analysis  of
Changes in Interest  Income and Expense"  indicates  that the change in interest
income was due mainly to volume increases in the loan portfolio.
<TABLE>

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

                                                     March 31, 2000                         March 31, 1999
                                      -------------------------------------   -----------------------------------
                                                     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                   $    5,449    $       76     5.61%     $  22,163    $      255       4.67%
  Investment securities
    available for sale                     33,954           536     6.35         55,038           756       5.57
  Investment securities
    held to maturity                       10,521           148     5.66          3,671            47       5.19
  Loans (1)                               278,512         6,179     8.92        193,593         4,398       9.21
  Interest bearing deposits                   294             6     8.20         11,055           129       4.73
                                       ----------    ----------     ----        -------         -----      -----

TOTAL EARNING ASSETS                      328,730         6,945     8.50        285,520         5,585       7.93
  All other assets                         33,284                                24,659
                                         --------                               -------

TOTAL ASSETS                           $  362,014                             $ 310,179
                                          =======                               =======

LIABILITIES AND
  SHAREHOLDERS' EQUITY:
  NOW and money markets                $  103,595    $      801     3.11%     $  76,616    $      379       2.01%
  Savings                                  17,461            60     1.38         17,012            63       1.50
  Time deposits                           143,051         1,913     5.38        133,026         1,729       5.27
  Short term borrowings                     5,694            72     5.09          6,531            69       4.28
  Federal funds purchased                     385             5     5.22             -             -          -
                                       ----------    ----------     ----        -------         -----      -----
TOTAL INTEREST BEARING
  LIABILITIES                             270,186         2,851     4.24        233,185         2,240       3.90
  Demand deposits                          45,354                                37,026
  Other liabilities                         3,326                                 1,262
  Shareholders' equity                     43,148                                38,706
                                         --------                               -------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                 $  362,014                             $ 310,179
                                          =======                               =======

                                                                    ----                                    ----
INTEREST SPREAD (2)                                                 4.26%                                   4.03%
                                                                    ====                                    ====
                                                       --------                                 -----
NET INTEREST INCOME                                  $    4,094                            $    3,345
                                                       ========                                 =====

NET INTEREST MARGIN (3)                                             5.01%                                   4.75%
                                                                    ====                                    ====

<FN>
(1) Interest  income on average loans includes loan fee  recognition of $201,000
    and $165,000 in 2000 and 1999,  respectively.
(2) Represents  the average rate earned minus average rate paid.
(3) Represents  net interest  income divided by total earning assets.
</FN>
</TABLE>


                                                         9
<PAGE>
<TABLE>



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

                                               NET CHANGE MARCH 31,                   NET CHANGE MARCH 31,
                                            1999-2000 ATTRIBUTABLE TO:             1998-1999 ATTRIBUTABLE TO:
                                            --------------------------             --------------------------
                                                                     Net                                    Net
                                            Volume (1)    Rate (2)  Change         Volume (1)   Rate (2)  Change
                                            ----------    --------  ------         ----------   --------  ------
                                                                       (thousands)

<S>                                          <C>        <C>       <C>              <C>           <C>     <C>
INTEREST INCOME:
   Federal funds sold                        $  (194)   $    15   $   (179)        $   (11)      $ (32)  $   (43)
   Investment securities available for sale     (292)        72       (220)              1         (77)      (76)
   Investment securities held to maturity         88         13        101             (56)         (1)      (57)
   Loans                                       1,945       (164)     1,781             782         (97)      685
   Interest bearing deposits                    (127)         4       (123)             73         (23)       50
                                              ------    -------    -------         -------      ------    ------
      Total                                    1,420        (60)     1,360             789        (230)      559
                                              ------    -------    -------         -------      ------    ------


INTEREST EXPENSE:
   NOW and money markets                         135        287       422               66        (102)      (36)
   Savings                                         2         (5)       (3)               5         (18)      (13)
   Time deposits                                 131         53       184              126         (61)       65
   Short term borrowings                         (11)        14         3                7         (12)       (5)
   Notes payable and debentures                    -          5         5               (7)          -        (7)
                                              ------    -------   -------          -------    --------    ------
      Total                                      257        354       611              197        (193)        4
                                              ------    -------   -------          -------    --------    ------
         Net interest income                 $ 1,163   $   (414)  $   749         $    592   $     (37)  $   555
                                              ======    =======   =======          =======    ========    ======


<FN>
(1) The volume variance  reflects the change in the average balance  outstanding
multiplied  by the actual  average  rate during the prior  period.

(2) The rate variance  reflects the change in the actual average rate multiplied
by the average balance  outstanding  during the prior period.  Changes which are
not  solely  due to volume  changes  or  solely  due to rate  changes  have been
attributed to rate changes.
</FN>
</TABLE>

Non-Interest Income

         Non-interest  income for the quarter ended March 31, 2000 was $771,000,
an increase of $84,000 or 12.2% from the first quarter of 1999.  Service charges
on deposit accounts  increased  $54,000 or 11.7% in March 2000,  compared to the
same period in 1999.  Service  charge  revenues  are  dependent on the number of
accounts,  primarily  transaction  accounts and the level of activity subject to
service  charges.  The increase in service  charges in the first quarter of 2000
compared  with the  first  quarter  of 1999  reflects  the  increased  number of
transaction  accounts  along with a new fee  schedule  that went into  effect on
March 1, 1999.  Other fee income,  which includes credit card fees,  credit life
insurance  income,  safe  deposit  box fees,  net gains and losses  from sale of
securities and other  miscellaneous fees, had an increase of $30,000 or 13.3% in
March 2000 compared to March 1999.

Non-Interest Expense

        Non-interest  expense increased in the first quarter of 2000 by 37.7% to
$3.7 million  compared to $2.7 million for the first  quarter of 1999.  Salaries
expense  increased  $555,000 or 37.0%, over the first quarter of 1999 reflecting
the Company's  continued  execution of management's  strategy to expand CNB into
the  Jacksonville  and  Gainesville  markets.   Full-time  equivalent  employees
increased  by 37 from the first  quarter  of 1999 to the first  quarter of 2000.
This  increase  was  mainly  attributable  to  the  Company's  growth  strategy,
including the opening and staffing of a temporary  branch office in Jacksonville
on Beach Boulevard in June 1999.

                                       10


<PAGE>

         Occupancy  expense,  including  premises,  furniture  and  fixtures and
equipment  increased  $90,000,  or 22.0%  The most  significant  increases  have
occurred in building leases and depreciation of data processing equipment.

         Other operating expenses increased $368,000, or 47.5%, in 2000 compared
to  1999.  The  following  table  details  the  areas of  significance  in other
operating expenses.

                        Table 2: Other Operating Expenses

                                                    Three Months Ended March 31,
                                                       2000               1999
                                                    ------------      ----------
                                                              (thousands)
         Data processing                             $  161              $ 144
         Advertising and promotion                      161                 87
         Postage and delivery                           136                105
         Telephone                                      134                 78
         Legal and professional                         102                 55
         Supplies                                        90                 75
         Loan expenses                                   66                 36
         Administrative                                  64                 29
         Amortization of intangible assets               45                 45
         Regulatory fees                                 35                 35
         Other                                          149                 86
                                                     ------               ----
         Total other operating expenses              $1,143              $ 775
                                                     ======               ====



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 2000 is 34%.

                                       11


<PAGE>


LIQUIDITY AND INTEREST RATE SENSITIVITY

         Liquidity   management   addresses   CNB's   ability  to  meet  deposit
withdrawals either on demand or at contractual maturity, to repay borrowings and
to make new  loans  and  investments  as they  arise.  Management  measures  the
Company's liquidity position by giving consideration to both on- and off-balance
sheet sources of and demands for funds on a daily and weekly basis.  In addition
to core deposit  growth,  sources of funds  available to meet liquidity  demands
include  cash  received  through  ordinary  business   activities  such  as  the
collection  of  interest  and fees,  federal  funds  sold,  loan and  investment
maturities  and lines of credit for the purchase of federal funds by the Company
from its principal  correspondent banks. 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 $54.5 million and represented
17.6% of average total  deposits  during the first quarter of 2000,  compared to
$99.4 million and 37.7% for 1999.  Average loans were 90.0% and 73.4% of average
deposits for the three month period ended March 31, 2000 and 1999, respectively.

         The  Company  has  available  lines  of  credit  with  other  financial
institutions totaling $15.0 million. The Company is also a member of the Federal
Home Loan Bank and as such has access to both long and short term funds.

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

         The  Company's  gap and  liquidity  positions are reviewed on a regular
basis by  management  to  determine  whether  or not  changes  in  policies  and
procedures are necessary to achieve  financial goals.  Included in the review is
an 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, 2000, the estimated fair values would
necessarily  have been  achieved at that date,  since  market  values may differ
depending on various circumstances.

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

                                       12


<PAGE>
<TABLE>
                                        Table 3: Rate Sensitivity Analysis
                                                   March 31, 2000


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

Loans
     Fixed rate loans        $  16,398  $  11,720  $  14,384  $  23,336  $  32,468  $  60,064  $ 158,370  $ 155,976
       Average interest rate     8.35%      9.14%      9.01%      8.68%      8.43%      8.27%      8.50%

     Variable rate loans        30,539     15,489     11,087      5,234      5,681     63,677    131,707    131,707
       Average interest rate     9.34%      9.57%      8.74%      9.52%      9.52%      8.71%      9.03%

Investment securities (1)
     Fixed rate investments      5,278      5,591         90     20,000        237      9,914     41,110     40,190
       Average interest rate     6.00%      6.50%      4.10%      6.03%      4.52%      5.69%      6.00%

     Variable rate investments      -          -          -          -          -       1,665      1,665      1,660
       Average interest rate                                                            6.41%      6.41%

Federal funds sold               5,150         -          -          -          -          -       5,150      5,150
       Average interest rate     5.71%                                                             5.71%

Other earning assets (2)         2,164         -          -          -          -          -       2,164      2,210
       Average interest rate     6.32%                                                             6.32%
                               -------    -------    -------    -------    -------   --------    -------   --------

Total interest-earning
  assets                     $  59,529  $  32,800  $  25,561  $  48,570  $  38,386  $ 135,320  $ 340,166  $ 336,893
       Average interest rate     8.35%      8.89%      8.88%      7.68%      8.57%      8.27%      8.34%
                               =======    =======    =======    =======    =======    =======    =======   ========


INTEREST-BEARING LIABILITIES:

NOW                          $  16,904  $       -  $       -  $       -  $       -  $  52,395  $  69,299  $  69,299
       Average interest rate     4.71%                                                  1.44%      2.24%

Money market                    36,376          -          -          -          -      2,154     38,530     38,530
       Average interest rate     4.68%                                                  2.78%      4.57%

Savings                              -          -          -          -          -     17,598     17,598     17,598
       Average interest rate                                                            1.39%      1.39%

CD's $100,000 and over          48,734      5,318      1,461        109          -          -     55,622     55,706
       Average interest rate     5.79%      5.97%      5.93%      4.84%                            5.81%

CD's under $100,000             77,668     11,929      2,405        817        213          -     93,032     93,155
       Average interest rate     5.29%      5.66%      5.42%      5.34%      5.57%                 5.34%

Securities sold under
   repurchase agreements         5,105          -          -          -          -          -      5,105      5,105
       Average interest rate     5.33%                                                             5.33%
                               -------    -------    -------    -------    -------   --------  ---------    -------

Total interest-bearing
  liabilities              $   184,787  $  17,247  $   3,866  $     926   $    213  $  72,147  $ 279,186  $ 279,393
       Average interest rate     5.25%      5.76%      5.61%      5.28%      5.57%      1.47%      4.31%
                               =======    =======    =======    =======    =======    =======    =======    =======

<FN>
(1) Securities  available for sale are shown at their amortized cost,  excluding
market  value  adjustment  for  unrealized  gains of  $782,000.
(2) Represents interest bearing deposits with Banks, Federal Reserve Bank Stock,
Federal Home Loan Bank Stock and other marketable equity securities.
</FN>
</TABLE>
                                       13


<PAGE>



             Core  deposits,  which  represent  all  deposits  other  than  time
deposits  in excess  of  $100,000,  were  82.8% of total  deposits  in the first
quarter of 2000 and 84.4% for the  period  ended  December  31,  1999.  The Bank
closely monitors its reliance on time deposits in excess of $100,000,  which are
generally considered less stable and less reliable than core deposits.  Table 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, 2000
                               (dollars in thousands)
                                                                   Amount
                                                                   ------
            Three months or less                                 $ 17,951
            Three through six months                               12,870
            Six through twelve months                              17,913
            Over twelve months                                      6,888
                                                                 --------
            Total                                                $ 55,622
                                                                  =======



EARNING ASSETS

Loans

         During the first quarter of 2000, average loans were $278.5 million and
were 90.0% of average  deposits,  compared to $193.6 million and 73.4% for 1999.
Total loans have increased by $24.0 million,  or 9.0%,  since December 31, 1999.
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 84.7% for the first quarter of
2000,  compared  to 67.8% for the first  quarter of 1999.  The  following  table
compares the  composition  of the Company's loan portfolio as of March 31, 2000,
to December 31, 1999.

                       Table 5: Loan Portfolio Composition

                                                     March 31,      December 31,
         Types of Loans                                 2000            1999
                                                   --------------   ------------
                                                             (thousands)
         Commercial, financial and agricultural  $     149,677     $    136,937
         Real estate - mortgage                         91,630           86,275
         Real estate - construction                     20,769           18,926
         Installment and consumer lines                 28,001           23,946
                                                      --------         --------

         Total loans, net of unearned discount         290,077          266,084
         Less: allowance for loan losses                (2,936)          (2,671)
                                                      --------         --------

         Net loans                                 $   287,141      $   263,413
                                                      ========         ========


         The following table sets forth the maturity  distribution  for selected
components of the Company's loan  portfolio on March 31, 2000.  Demand loans and
overdrafts  are reported as due in one year or less,  and loan maturity is based
upon scheduled principal payments.

                                       14


<PAGE>

<TABLE>


                  Table 6: Maturity Schedule of Selected Loans
                                 March 31, 2000

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

<S>                                         <C>        <C>           <C>         <C>
Commercial, financial and agricultural      $  16,386  $   79,083    $  54,208   $   149,677
Real estate - construction                     20,769         -            -          20,769
All other loans                                 9,782      40,316       69,533       119,631
                                              -------     -------      -------       -------

Total                                       $  46,937   $ 119,399    $ 123,741   $   290,077
                                              =======     =======      ========      =======

Fixed interest rate                         $  16,398   $  81,908    $  60,064   $   158,370
Variable interest rate                      $  30,539   $  37,491    $  63,677   $   131,707
</TABLE>


Loan Quality

          The  allowance  for loan losses  represents  a reserve  for  potential
losses in the loan  portfolio.  On an  ongoing  basis,  management  attempts  to
maintain  the  allowance  for loan  losses at levels  sufficient  to provide for
losses  inherent  in the  loan  portfolio.  The  allowance  for loan  losses  is
established  through a provision  charged to expense.  Loans are charged against
the  allowance  when  it is  recognized  that  collection  of the  principal  is
unlikely.  The allowance  for loan losses on March 31, 2000,  was 1.01% of total
loans, compared to 1.00% one year earlier. Table 7: "Allocation of Allowance for
Loan Losses", set forth below, indicates the specific reserves allocated by loan
type.
<TABLE>

                Table 7: Allocation of Allowance for Loan Losses

                                                                 March 31,                 December 31,
                                                                  2000                        1999
                                                      ---------------------------   -------------------------
                                                                    Percent of                   Percent of
                                                                   Loans in Each                Loans in Each
                                                                     Category to                 Category to
                                                         Amount     Total Loans      Amount     Total Loans
                                                        ---------   -------------   -------     -------------
                                                                             (dollars in thousands)
         <S>                                           <C>               <C>      <C>                 <C>
         Commercial, financial
            and agricultural                           $   1,900         52%      $  1,670            52%
         Real estate - mortgage                              288         31%           220            32%
         Real estate- construction                            15          7%            12             7%
         Consumer                                            733         10%           769             9%
         Unallocated                                         -           -              -              -
                                                           -----        ----        ------           ----
         Total                                          $  2,936        100%       $ 2,671           100%
                                                           =====        ====        ======           ====

</TABLE>

         Total  Non-Performing  Assets  increased  by  $225,000 or 27.1% to $1.1
million  on  March  31,  2000,  compared  to  $831,000  on  December  31,  1999.
Non-performing  assets as a  percentage  of total  assets  increased to 0.28% on
March 31, 2000 from 0.24% on December 31, 1999. Non-accrual loans have increased
$63,000  since  December 31, 1999. An increase in past due loans 90 days or more
of $178,000  from  December 31, 1999 also  contributed  to the increase in total
Non-Performing  Assets.  Other real estate owned and repossessions  decreased by
$16,000 or 15.7% to $86,000 as compared to year end 1999.

                                       15


<PAGE>



                         Table 8: Non-Performing Assets

                                             March 31,     December 31,
                                               2000            1999
                                            ----------     -----------
                                               (dollars in thousands)
   Non-accrual loans                       $    612        $    549
   Past due loans 90 days or
      more and still accruing                   358             180
   Other real estate owned
      and repossessions                          86             102
                                             ------          ------
   Total non-performing assets             $  1,056        $    831
                                             ======          ======

   Percent of Total Assets                     0.28%           0.24%



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

           Table 9: Activity in Allowance for Loan Losses

                                                                March 31,
                                                          2000            1999
                                                       --------         -------
                                                          (dollars in thousands)
   Allowance for loan loss balance applicable to:

   Balance at beginning of quarter                    $    2,671    $    1,875
   Loans charged-off:
      Commercial, financial and agricultural                  15            73
      Real estate, mortgage                                    -             -
      Consumer                                               107            74
                                                        --------      --------
         Total loans charged-off                            (122)         (147)
   Recoveries on loans previously charged-off:
      Commercial, financial and agricultural                  23            67
      Real estate, mortgage                                    -             -
      Consumer                                                64             8
                                                        --------     ---------
         Total loan recoveries                                87            75
                                                        --------     ---------
           Net loans charged-off                             (35)          (72)
                                                        --------     ---------

   Provision for loan losses charged to expense              300           200
                                                         -------      --------
   Ending balance                                     $    2,936    $    2,003
                                                          ======        ======

   Total loans outstanding                            $  290,077    $  200,326
   Average loans outstanding                          $  278,512    $  193,593

   Allowance for loan losses to loans outstanding          1.01%         1.00%
   Net charge-offs to average loans outstanding,
     annualized                                            0.05%         0.15%


                                       16


<PAGE>

<TABLE>
                           Table 10: Maturity Distribution of Investment Securities (1)
                                                  March 31, 2000

(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                      $          -     $          -            $      3,497   $      3,498
   Over one through five years                      -                -                   5,488          5,486
                                           ----------      -----------               ---------       --------
Total U.S. Treasury                                 -                -                   8,985          8,984

 U.S. Government Agencies
 and Corporations:
   Over one through five years                      -                -                  20,000         19,184
   Over five through ten years                  8,710            8,700                       -              -
                                           ----------      -----------               ---------       --------
Total U.S. Government Agencies                  8,710            8,700                  20,000         19,184
 and Corporations

Obligations of State and Political
 Subdivisions:
   One year or less                                 -                -                      85             85
   Over one through five years                      -                -                     417            411
   Over ten years                                   -                -                     608            612
                                           ----------      -----------               ---------       --------
Total Obligations of State and                      -                -                   1,110          1,108
 Political Subdivisions

Mortgage-Backed Securities (2):
   One year or less                             1,696            1,609                       -              -
   Over one through five years                     13               13                       -              -
   Over five through ten years                      -                -                     763            759
   Over ten years                                   -                -                   1,498          1,493
                                           ----------      -----------               ---------       --------
Total Mortgage-Backed Securities                1,709            1,622                   2,261          2,252

Other Securities:
   Over ten years (3)                               -                -                   1,855          1,901
                                           ----------      -----------               ---------       --------
Total Other Securities                              -                -                   1,855          1,901
                                           ----------      -----------               ---------       --------
Total Securities                         $     10,419     $     10,322            $     34,211   $     33,429
                                           ==========      ===========               =========       ========

<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

                               March 31, 2000  December 31,1999   March 31, 1999
                               --------------  ----------------   --------------
One Year or Less                   6.00%             5.81%             5.44%
Over One through Five Years        6.11%             6.15%             6.07%
Over Five through Ten Years        5.76%             5.78%             5.68%
Over Ten Years (1)                 5.96%             5.65%             5.62%

           (1) Represents  adjustable rate mortgage-backed  securities which are
repriceable within one year.

                                       17


<PAGE>



Investment Portfolio

           When the Company's  liquidity  position exceeds expected loan demand,
other  investments  are  considered  by  management  as  a  secondary   earnings
alternative.  Typically,  management  remains  short-term (under 5 years) in its
decision to invest in certain  securities and always strives to ensure a portion
of its  investment  portfolio  to be  maturing  in the  next  quarter.  As these
investments  mature,  they will be used to meet cash needs or will be reinvested
to maintain a desired liquidity  position.  Most of the investment  portfolio is
designated as available for sale to provide the Company flexibility, and in case
an immediate need for liquidity arises.  The composition of the portfolio offers
management full flexibility in managing its liquidity position and interest rate
sensitivity,  without  adversely  impacting its regulatory  capital levels.  The
Federal  Reserve  Bank and the  Federal  Home  Loan  Bank  also  require  equity
investments  to be  maintained  by the Bank as a member of their  services.  The
investment  securities  available  for sale are carried at fair market value and
had an unrealized  loss, net of taxes,  of  approximately  $490,000 on March 31,
2000 as compared to an unrealized  loss , net of taxes,  of $537,000 on December
31,  1999.   Unrealized   gains  or  losses  are  recorded  as   adjustments  to
shareholders' equity but are not included in the Company's net income;  however,
they are included in comprehensive income.

           Tables 10 and 11 set forth the maturity distribution and the weighted
average yields of the Company's investment portfolio by those securities held to
maturity and available for sale.

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, 2000 and December 31, 1999.

                            Table 12: Total Deposits

                                                      March 31,     December 31,
                                                         2000           1999
                                                     -----------    ------------
                                                              (thousands)
         Non-interest bearing:
                 Demand checking                    $   48,391        $   42,110
         Interest bearing:
                 NOW checking                           69,299            61,977
                 Money market checking                  38,530            33,589
                 Savings                                17,598            16,537
                 Certificates of deposit               148,654           133,990
                                                      --------          --------

         Total deposits                             $  322,472        $  288,203
                                                      ========          ========




                                       18


<PAGE>



CAPITAL RESOURCES

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

         Under the terms of the  guidelines,  banks  must meet  minimum  capital
adequacy  based upon both total assets and risk adjusted  assets.  All banks are
required to maintain a minimum ratio of total capital to risk-  weighted  assets
of 8% and a minimum ratio of Tier 1 capital to risk-weighted  assets of 4%. Tier
1 Capital includes common  shareholders'  equity and qualifying preferred stock,
less goodwill and other adjustments.  Tier 2 Capital consists of preferred stock
not qualifying as Tier 1 Capital, mandatory convertible debt, limited amounts of
subordinated  debt,  other  qualifying  term debt and the  allowance  for credit
losses up to 1.25% or  risk-weighted  assets.  Total Capital  consists of Tier 1
Capital and Tier 2 Capital.  The  regulatory  agencies have also  established an
additional  capital adequacy  guideline referred to as the Tier 1 leverage ratio
that measures the ratio of Tier 1 capital to average quarterly assets. Adherence
to these  guidelines  has not had an adverse  impact on the Company or the Bank.
Selected capital ratios at March 31, 2000 compared to 1999 are as follows:
<TABLE>

                            Table 13: Capital Ratios

                                             March 31,                Well Capitalized     Regulatory
                                        2000           1999              Requirements       Minimums
                                    ------------   ------------       ----------------     ----------
Risk Based Capital Ratios:
<S>       <C>                              <C>           <C>                <C>               <C>
     Tier 1 Capital Ratio                  14.9%         20.7%              6.0%              4.0%

     Total Capital to
       Risk-Weighted Assets                16.0%         21.7%             10.0%              8.0%

Tier 1 Leverage Ratio                      11.8%         13.3%              5.0%              4.0%
</TABLE>


            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

         Financial  instruments  that have market risk are  included in Table 3:
"Rate Sensitivity Analysis". These instruments are shown by maturity,  separated
by  fixed  and  variable  interest  rates.  The  estimated  fair  value  of each
instrument  category is also shown in the table.  While these  estimates of fair
value are based on management's judgement of the most appropriate factors, there
is no assurance that,  were the Company to have disposed of such  instruments at
March 31, 2000, the estimated fair values would  necessarily  have been achieved
at that date, since market values may differ depending on various circumstances.
The estimated fair values at March 31, 2000 would not  necessarily be considered
to apply at subsequent dates.

                                       19


<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, 2000.

         Item 5.  Other Information - Not applicable.

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

         (a)      Exhibits:

                  27 - Financial Data Schedule

         (b)      Reports on Form 8-K:

                  None

                                       20


<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 5, 2000

























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