UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended September 30, 2003       Commission File Number: 0-17501

                              CNB BANCORP, INC.
            (Exact Name of Registrant as Specified in its Charter)

           New York                                   14-1709485
(State or other jurisdiction of           (IRS Employer Identification Number)
 incorporation or organization)

    10-24 North Main Street, P.O. Box 873, Gloversville, New York, 12078
    (Address of principal executive offices)                    (Zip Code)

      Registrant's telephone number, including area code: (518) 773-7911


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

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes         No  X

Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date:

                                                  Number of Shares Outstanding
Class of Common Stock                               as of November 10, 2003
   $2.50 par value                                          2,207,140

<PAGE>

                              CNB BANCORP, INC.

                                    INDEX

                                                                     Page No.

PART I    FINANCIAL INFORMATION

Item 1    Consolidated interim financial statements (unaudited):

          Consolidated statements of income for the three months
          ended September 30, 2003 and 2002 and the nine months
          ended September 30, 2003 and 2002                              1

          Consolidated statements of financial condition as
          of September 30, 2003 and December 31, 2002                    2

          Consolidated statements of cash flows for the nine
          months ended September 30, 2003 and 2002                       3

          Notes to consolidated interim financial statements           4 - 7

Item 2    Management's discussion and analysis of financial
          condition and results of operations                          8 - 11

Item 3    Quantitative and qualitative disclosures about
          market risk                                                   12

Item 4    Controls and procedures                                       13


PART II   OTHER INFORMATION

Item 1    Legal proceedings - not applicable

Item 2    Changes in securities and use of proceeds - none

Item 3    Defaults upon senior securities - none

Item 4    Submission of matters to a vote of security holders - none

Item 5    Other information - none

Item 6    Exhibits and Reports on Form 8-K                              14

Signatures                                                              15

Exhibit Index                                                           16

<PAGE>

<TABLE>

                              CNB BANCORP, INC.

                CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                    (In thousands, except per share data)

<CAPTION>

                                                                           THREE MONTHS ENDED         NINE MONTHS ENDED
                                                                             SEPTEMBER 30,              SEPTEMBER 30,

                                                                          2003          2002          2003          2002
                                                                     ------------- ------------- ------------- -------------
<S>                                                                  <C>           <C>           <C>           <C>
INTEREST AND DIVIDEND INCOME
  Interest and fees on loans                                                $3,050        $3,652        $9,618       $11,110
  Interest on federal funds sold                                                33            57           113           165
  Interest on balances due from depository institutions                         23            51           120            79
  Interest on securities available for sale                                  1,511         1,619         4,562         4,890
  Interest on investment securities                                            118           130           385           406
  Dividends on FRB and FHLB stock                                               14            30           102            96
                                                                     ------------- ------------- ------------- -------------
    Total interest and dividend income                                       4,749         5,539        14,900        16,746

INTEREST EXPENSE
  Interest on deposits:
    Regular savings, NOW and money market accounts                             320           551         1,122         1,612
    Certificates and time deposits of $100,000 or more                         195           226           644           679
    Other time deposits                                                        648           829         2,053         2,621
  Interest on securities sold under agreements to repurchase                   148           150           445           449
  Interest on other borrowings                                                 301           337           925           959
                                                                     ------------- ------------- ------------- -------------
    Total interest expense                                                   1,612         2,093         5,189         6,320
NET INTEREST INCOME                                                          3,137         3,446         9,711        10,426
  Provision for loan losses                                                    135           355           655           890
                                                                     ------------- ------------- ------------- -------------
NET INTEREST INCOME AFTER PROVISION
   FOR LOAN LOSSES                                                           3,002         3,091         9,056         9,536

OTHER INCOME
  Income from fiduciary activities                                              41            40           143           142
  Service charges on deposit accounts                                          187           163           536           455
  Net gain on securities transactions                                           26            31            30            31
  Insurance commissions                                                        204           241           680           730
  Other income                                                                 157           159           463           458
                                                                     ------------- ------------- ------------- -------------
    Total other income                                                         615           634         1,852         1,816

OTHER EXPENSES
  Salaries and employee benefits                                             1,186         1,034         3,552         3,159
  Occupancy expense, net                                                       159           120           446           375
  Furniture and equipment expense                                              103           103           345           335
  External data processing expense                                             249           227           715           677
  Other expense                                                                597           523         1,737         1,673
                                                                     ------------- ------------- ------------- -------------
    Total other expenses                                                     2,294         2,007         6,795         6,219
                                                                     ------------- ------------- ------------- -------------
INCOME BEFORE INCOME TAXES                                                   1,323         1,718         4,113         5,133
  Provision for income taxes                                                   325           494         1,050         1,497
                                                                     ------------- ------------- ------------- -------------
NET INCOME                                                                    $998        $1,224        $3,063        $3,636
                                                                     ============= ============= ============= =============

  Earnings per share
    Basic                                                                    $0.45         $0.54         $1.38         $1.60
    Diluted                                                                   0.45          0.54          1.37          1.58

See accompanying notes to consolidated interim financial statements

</TABLE>

                                     -1-

<PAGE>

<TABLE>

                              CNB BANCORP, INC.

          CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
                      (In thousands, except share data)

<CAPTION>

                                                                             September 30, 2003          December 31, 2002
                                                                           ---------------------       ---------------------
<S>                                                                        <C>                         <C>
ASSETS
Cash and cash equivalents:
  Non-interest bearing                                                                   $11,136                     $11,252
  Interest bearing                                                                         3,832                      12,508
  Federal funds sold                                                                      15,300                      10,900
                                                                           ---------------------       ---------------------
       Total cash and cash equivalents                                                    30,268                      34,660

Securities available for sale, at fair value                                             163,245                     144,219

Investment securities, at cost
  (approximate fair value at September 30, 2003 -
  $10,153; at December 31, 2002 - $9,975)                                                  9,767                       9,569

Investments required by law, stock in Federal Home Loan
  Bank of New York and Federal Reserve Bank of New York,
  at cost                                                                                  3,095                       3,161

Loans                                                                                    184,955                     201,017
   Unearned income                                                                       (13,960)                    (14,753)
   Allowance for loan losses                                                              (2,412)                     (3,083)
                                                                           ---------------------       ---------------------
           Net loans                                                                     168,583                     183,181

Premises and equipment, net                                                                5,582                       3,996
Accrued interest receivable                                                                2,234                       1,801
Goodwill                                                                                   3,960                       3,960
Other assets                                                                               7,895                       7,257
                                                                           ---------------------       ---------------------
       Total assets                                                                     $394,629                    $391,804
                                                                           =====================       =====================

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
   Demand (non-interest bearing)                                                         $32,067                     $27,827
   Regular savings, NOW and money market accounts                                        155,396                     152,469
   Certificates and time deposits of $100,000 or more                                     28,031                      29,663
   Other time deposits                                                                    89,495                      90,657
                                                                           ---------------------       ---------------------
       Total deposits                                                                    304,989                     300,616

Securities sold under agreements to repurchase                                            12,012                      13,570
Notes payable - Federal Home Loan Bank                                                    37,828                      39,119
Other liabilities                                                                          2,031                       1,615
                                                                           ---------------------       ---------------------
       Total liabilities                                                                 356,860                     354,920

STOCKHOLDERS' EQUITY
Common stock, $2.50 par value, 5,000,000 shares authorized,
  2,401,695 shares issued                                                                  6,004                       6,004
Surplus                                                                                    4,418                       4,418
Undivided profits                                                                         32,194                      30,517
Accumulated other comprehensive income                                                       923                       1,299
Treasury stock, at cost; 194,482 shares at September 30, 2003 and
   176,491 shares at December 31, 2002                                                    (5,770)                     (5,354)
                                                                           ---------------------       ---------------------
       Total stockholders' equity                                                         37,769                      36,884
                                                                           ---------------------       ---------------------
       Total liabilities and stockholders' equity                                       $394,629                    $391,804
                                                                           =====================       =====================

See accompanying notes to consolidated interim financial statements

</TABLE>

                                     -2-

<PAGE>

<TABLE>

                              CNB BANCORP, INC.

              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                (In thousands)

<CAPTION>

                                                                                           NINE MONTHS ENDED
                                                                                             SEPTEMBER 30,

                                                                                    2003                        2002
                                                                           ---------------------       ---------------------
<S>                                                                        <C>                         <C>
Cash flows from operating activities:
     Net income                                                                           $3,063                      $3,636
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Increase  in interest receivable                                                       (433)                       (405)
     Increase in other assets                                                               (375)                       (246)
     Increase in other liabilities                                                           416                         578
     Deferred income tax expense/(benefit)                                                   150                        (274)
     Depreciation and other amortization expense                                             393                         406
     Net increase in cash surrender value of bank-owned life insurance                      (199)                       (136)
     Amortization of premiums/discounts on securities, net                                 1,105                         189
     Net gain on securities transactions                                                     (30)                        (31)
     Provision for loan losses                                                               655                         890
                                                                           ---------------------       ---------------------
       Total adjustments                                                                   1,682                         971
                                                                           ---------------------       ---------------------
           Net cash provided by operating activities                                       4,745                       4,607
                                                                           ---------------------       ---------------------

  Cash flows from investing activities:
     Purchase of investment securities                                                    (2,518)                     (1,303)
     Purchase of securities available for sale                                           (97,481)                    (57,159)
     Net redemption/(purchase) of FRB and FHLB stock                                          66                        (261)
     Proceeds from maturities, paydowns and
       calls of investment securities                                                      2,312                       2,015
     Proceeds from maturities, paydowns and
       calls of securities available for sale                                             76,188                      49,251
     Proceeds from sale of securities available for sale                                     586                           -
     Net decrease in loans                                                                13,863                       5,355
     Purchase of bank-owned life insurance                                                     -                      (2,850)
     Purchases of premises and equipment, net                                             (1,873)                       (463)
                                                                           ---------------------       ---------------------
           Net cash used by investing activities                                          (8,857)                     (5,415)
                                                                           ---------------------       ---------------------

  Cash flows from financing activities:
     Net increase in deposits                                                              4,373                      22,089
     (Decrease)/increase in securities sold under
       agreements to repurchase                                                           (1,558)                        627
     (Decrease)/increase in notes payable - FHLB                                          (1,291)                      5,224
     Treasury stock purchased                                                               (969)                     (1,760)
     Cash dividends paid on common stock                                                  (1,266)                     (1,178)
     Proceeds from the sale of treasury stock                                                431                         821
                                                                           ---------------------       ---------------------
           Net cash (used)/provided by financing activities                                 (280)                     25,823
                                                                           ---------------------       ---------------------

  Net (decrease)/increase in cash and cash equivalents                                    (4,392)                     25,015
  Cash and cash equivalents beginning of period                                           34,660                      19,729
                                                                           ---------------------       ---------------------

  Cash and cash equivalents end of period                                                $30,268                     $44,744
                                                                           =====================       =====================

  Supplemental disclosures of cash flow information:
   Cash paid during the period:
      Interest                                                                            $5,215                      $6,409
      Income taxes                                                                           889                       1,680
   Supplemental schedule of noncash investing activities:
      Net reduction in loans resulting from the
        transfer to real estate owned                                                        $20                         $80
      Decrease in taxes payable due to exercise
        of non-qualified stock options                                                        15                          48

See accompanying notes to consolidated interim financial statements

</TABLE>

                                     -3-

<PAGE>

                              CNB BANCORP, INC.

              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS


1. FINANCIAL STATEMENT PRESENTATION

The accounting and reporting policies of CNB Bancorp, Inc. (the Company),
City National Bank and Trust Company (subsidiary Bank) and Hathaway Agency,
Inc. (subsidiary Insurance Agency) conform to accounting principles generally
accepted in the United States of America in a consistent manner and are in
accordance with the general practices within the financial services industry.
Amounts in the prior periods' consolidated financial statements are
reclassified, whenever necessary, to conform to the presentation in the
current periods' consolidated financial statements.

In the opinion of CNB Bancorp, Inc. management, the accompanying unaudited
consolidated financial statements contain all adjustments necessary to
present fairly the Company's consolidated financial position as of September
30, 2003 and December 31, 2002 and the results of operations for the three
and nine months ended September 30, 2003 and 2002 and the changes in cash
flows for the nine months ended September 30, 2003 and 2002. All accounting
adjustments made for these periods were of a normal recurring nature. The
accompanying interim consolidated financial statements should be read in
conjunction with CNB Bancorp, Inc.'s consolidated year-end financial
statements including notes thereto, which are included in CNB Bancorp, Inc.'s
2002 Annual Report on Form 10-K.


2. EARNINGS PER COMMON SHARE

The following table presents a reconciliation of the numerator and
denominator used in the calculation of basic and diluted earnings per common
share (EPS) for the three month and nine month periods ended September 30,
2003 and 2002. (In thousands, except per share amounts)

<TABLE>

<CAPTION>

                                                                                    Weighted
                                                               Net                   Average
                                                              Income                 Shares                Per Share
                                                           (Numerator)            (Denominator)              Amount
                                                        ------------------     -------------------     ------------------
<S>                                                     <C>                    <C>                     <C>
For the Three Months Ended September 30, 2003:

Basic EPS                                                            $ 998                   2,212                  $0.45
                                                                                                       ==================
Dilutive Effect of Stock Options                                         -                      16
                                                        ------------------     -------------------
Diluted EPS                                                          $ 998                   2,228                  $0.45
                                                        ==================     ===================     ==================


For the Three Months Ended September 30, 2002:

Basic EPS                                                           $1,224                   2,256                  $0.54
                                                                                                       ==================
Dilutive Effect of Stock Options                                         -                      18
                                                        ------------------     -------------------
Diluted EPS                                                         $1,224                   2,274                  $0.54
                                                        ==================     ===================     ==================


For the Nine Months Ended September 30, 2003:

Basic EPS                                                           $3,063                   2,219                  $1.38
                                                                                                       ==================
Dilutive Effect of Stock Options                                         -                      10
                                                        ------------------     -------------------
Diluted EPS                                                         $3,063                   2,229                  $1.37
                                                        ==================     ===================     ==================


For the Nine Months Ended September 30, 2002:

Basic EPS                                                           $3,636                   2,266                  $1.60
                                                                                                       ==================
Dilutive Effect of Stock Options                                         -                      29
                                                        ------------------     -------------------
Diluted EPS                                                         $3,636                   2,295                  $1.58
                                                        ==================     ===================     ==================

</TABLE>


3. STOCK BASED COMPENSATION

The Company accounts for stock options in accordance with the provisions
of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock
Issued to Employees". Accordingly, compensation expense is recognized only if
the exercise price of the option is less than the fair value of the
underlying stock at the grant date. FASB Statement No. 123, "Accounting for
Stock-Based Compensation", encourages entities to recognize the fair value of
all stock-based awards on the date of grant as compensation expense over the
vesting period. Alternatively, Statement No. 123 allows entities to continue
to apply the provisions of APB Opinion No. 25 and provide pro forma
disclosures of net income and earnings per share as if the fair-value-based
method defined in Statement No. 123 had been applied. The Company has elected
to continue to apply the provisions of APB Opinion No. 25 and provide the pro
forma disclosures required by Statement No. 123 and FASB Statement No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure."

                                     -4-

<PAGE>

On October 20, 1998, the Company's shareholders approved the CNB Bancorp,
Inc. Stock Option Plan (Stock Option Plan) which permits the issuance of
options to selected employees. The primary objective of the Stock Option Plan
is to provide employees with a proprietary interest in the Company and as an
incentive to encourage such persons to remain with the Company. On April 16,
2002, the Company's shareholders approved the Long-Term Incentive
Compensation Plan which provided the Company's Compensation Committee with
the authority to grant stock options to employees, non-employee directors and
consultants of the Company and its subsidiaries. Under the Stock Option Plan,
240,000 shares of authorized but unissued common stock are reserved for
issuance upon option exercises. Under the Long-Term Incentive Compensation
Plan, 225,000 shares of authorized but unissued common stock are reserved for
issuance upon option exercises. The Company also has the alternative to fund
both plans with treasury stock. Options under the plans may be either
non-qualified stock options or incentive stock options. Each option entitles
the holder to purchase one share of common stock at an exercise price equal
to the fair market value on the date of the grant. Options expire no later
than ten years following the date of the grant.

On June 26, 2001, 35,850 options were awarded at an exercise price of $32.50
per share. These options have a ten-year term with fifty percent vesting one
year from the date of the grant and the remaining fifty percent vesting two
years from the date of the grant. On June 24, 2002, 40,550 options were
awarded at an exercise price of $29.43 per share. These options have a
ten-year term with twenty-five percent vesting each year starting one year
from the date of the grant. On June 30, 2003, 41,800 options were awarded at
an exercise price of $25.75 per share. These options have a ten-year term
with twenty-five percent vesting each year starting one year from the date of
the grant.

The fair value of each option grant is estimated on the date of the grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in fiscal 2003, 2002 and 2001:
dividend yield of 2.84%, 2.41% and 2.11%, respectively; expected volatility
of 15.7%, 15.8% and 18.8%, respectively; risk free interest rate of 2.27%,
4.19% and 4.81%, respectively; and an expected life of five years for grants
awarded in all three years. Based on the aforementioned assumptions, the
Company has estimated that the fair value of the options granted on June 30,
2003 was $2.84, June 24, 2002 was $4.71 and June 26, 2001 was $6.60.

The Company applies APB Opinion No. 25 in accounting for its stock options
and, accordingly, no compensation cost has been recognized for its stock
options in the consolidated financial statements. Had the Company determined
compensation cost based on the estimated fair value at the grant date for its
stock options under Statement No. 123, the Company's net income and earnings
per share would have been reduced to the pro forma amounts indicated below
for the three and nine month periods ended September 30, 2003 and 2002 (in
thousands, except per share data):

<TABLE>

<CAPTION>

                                                                  Three Months Ending                  Nine Months Ending
                                                             -----------------------------       -----------------------------
                                                                      September 30                        September 30
                                                             -----------------------------       -----------------------------
                                                                2003              2002              2003              2002
                                                             -----------       -----------       -----------       -----------
<S>                                                          <C>               <C>               <C>               <C>
Net income:
     As reported                                                    $998            $1,224            $3,063            $3,636
Deduct: Total stock-based compensation expense
determined under fair value based method for all
awards, net of related tax effects                                   (28)              (38)             (104)             (122)
                                                             -----------       -----------       -----------       -----------
Pro forma net income                                                $970            $1,186            $2,959            $3,514
                                                             ===========       ===========       ===========       ===========

Earnings per share:
     Basic - as reported                                           $0.45             $0.54             $1.38             $1.60
     Basic - pro forma                                              0.44              0.53              1.33              1.55

     Diluted - as reported                                          0.45              0.54              1.37              1.58
     Diluted - pro forma                                            0.44              0.52              1.33              1.53

</TABLE>

Because the Company's employee stock options have characteristics
significantly different from those of traded options for which the
Black-Scholes model was developed, and because changes in the subjective
input assumptions can materially affect the fair value estimate, the existing
models, in management's opinion, do not necessarily provide a reliable single
measure of the fair value of its employee stock options.


4. COMPREHENSIVE INCOME

The Company recorded total comprehensive income of $307,000 for the three
months ended September 30, 2003 as compared to total comprehensive income of
$1,800,000 for the three months ended September 30, 2002. For the nine month
periods ended September 30, 2003 and 2002 the Company recorded total
comprehensive income of $2,687,000 and $5,133,000, respectively. At the
Company, comprehensive income represents net income plus other comprehensive
income/(loss), which consists of the after tax net change in unrealized gains
and losses on securities available for sale for the period and minimum
pension liability adjustment.

                                     -5-

<PAGE>

5. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections". Statement No. 145 rescinds Statement No. 4,
"Reporting Gains and Losses from Extinguishment of Debt", which required
gains and losses from extinguishment of debt to be aggregated and, if
material, classified as an extraordinary item, net of related income tax
effect. Upon adoption of Statement No. 145, companies will be required to
apply the criteria in APB Opinion No. 30 in determining the classification of
gains and losses resulting from the extinguishment of debt. Additionally,
Statement No. 145 amends Statement No. 13, "Accounting for Leases", to
require that certain lease modifications that have economic effects similar
to sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. The provisions of Statement No. 145 related to
the rescission of Statement No. 4 are effective for fiscal years beginning
after May 15, 2002 and were adopted effective January 1, 2003. All other
provisions of Statement No. 145 are effective for transactions occurring
and/or financial statements issued on or after May 15, 2002. The adoption of
Statement No. 145 did not have any effect on the Company's consolidated
financial statements.

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", which addresses financial
accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)". This statement is effective for exit or disposal activities
initiated after December 31, 2002. The Company will review the impact of
applying this standard to any exit or disposal activities initiated after
December 31, 2002.

In October 2002, the FASB issued Statement No. 147, "Acquisitions of
Certain Financial Institutions". This statement amends Statement No. 72,
"Accounting for Certain Acquisitions of Banking or Thrift Institutions",
Statement No. 144, and FASB Interpretation No. 9. Except for transactions
between two or more mutual enterprises, this statement removes acquisitions
of financial institutions from the scope of both Statement No. 72 and FASB
Interpretation No. 9 and requires that those transactions be accounted for in
accordance with Statement No. 141 and Statement No. 142. In addition, this
statement amends Statement No. 144 to include in its scope long-term
customer-relationship intangible assets of financial institutions. The
provisions of this statement are to be applied retroactively to January 1,
2002 and are effective after September 30, 2002. The adoption of this
pronouncement did not have any effect on the Company's consolidated financial
statements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities." This interpretation provides guidance on how to identify
variable interest entities and how to determine whether or not those entities
should be consolidated. The interpretation requires the primary beneficiaries
of variable interest entities to consolidate the variable interest entities
if they are subject to a majority of the risk of loss or are entitled to
receive a majority of the residual returns. It also requires that both the
primary beneficiary and all other enterprises with a significant variable
interest in a variable interest entity make certain disclosures. FIN No. 46
applies immediately to variable interest entities created after January 31,
2003, and to variable interest entities in which an enterprise obtains an
interest after that date. It applies in the first fiscal year or interim
period beginning after June 15, 2003, to variable interest entities in which
an enterprise holds a variable interest that it acquired before February 1,
2003. The provisions of FIN No. 46 are not expected to have a material effect
on the Company's consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." This statement amends and
clarifies financial accounting and reporting for derivative instruments and
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This statement is effective for contracts entered
into or modified after June 30, 2003 and hedging relationships designated
after June 30, 2003. The Company does not expect the adoption of this
pronouncement to have a material effect on its consolidated financial
statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This
statement establishes standards for how an issuer clarifies and measures
certain financial instruments with characteristics of both liabilities and
equity. This statement is effective for financial instruments entered into or
modified after May 31, 2003 and is otherwise effective at the beginning of
the first interim period after June 15, 2003. The Company does not expect the
adoption of this pronouncement to have a material effect on its consolidated
financial statements.


6. CRITICAL ACCOUNTING POLICIES

Pursuant to recent SEC guidance, management of public companies are
encouraged to evaluate and disclose those accounting policies that are judged
to be critical policies, that is, those most important to the portrayal of
the Company's financial condition and results, and that require management's
most difficult subjective or complex judgments. Management of the Company
considers the accounting policy relating to the allowance for loan losses to
be a critical accounting policy given the inherent subjectivity and
uncertainty in estimating the levels of the allowance required to cover
credit losses in the portfolio and the material effect that such judgments
can have on the consolidated financial statements. Included in Note 1 to the
consolidated financial statements contained in the Company's 2002 Annual
Report is a description of this critical policy and the other significant
accounting policies that are utilized by the Company in the preparation of
the consolidated financial statements.

                                     -6-

<PAGE>

7. GUARANTEES

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN No. 45), "
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others; an Interpretation of FASB
Statements No. 5, 57, and 107 and rescission of FASB Interpretation No.34".
FIN No. 45 requires certain new disclosures and potential liability
recognition for the fair value at issuance of guarantees that fall within its
scope. The Company does not issue any guarantees that would require
liability-recognition or disclosure, other than its standby letters of
credit. Standby and other letters of credit are conditional commitments
issued by the Company to guarantee the performance of a customer to a third
party. Standby letters of credit generally arise in connection with lending
relationships. The credit risk involved in issuing these instruments is
essentially the same as that involved in extending loans to customers.
Contingent obligations under standby letters of credit totaled approximately
$231,000 at September 30, 2003 and represent the maximum potential future
payments the Company could be required to make. Typically, these instruments
have terms of twelve months or less and expire unused; therefore, the total
amounts do not necessarily represent future cash requirements. Each customer
is evaluated individually for creditworthiness under the same underwriting
standards used for commitments to extend credit and on-balance sheet
instruments. Company policies governing loan collateral apply to standby
letters of credit at the time of credit extension. Loan-to- value ratios are
generally consistent with loan-to-value requirements for other commercial
loans secured by similar types of collateral. The fair value of the Company's
standby letters of credit at September 30, 2003 was insignificant.

                                     -7-

<PAGE>

                              CNB BANCORP, INC.

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


GENERAL:

CNB Bancorp, Inc. (the Company), a New York corporation, organized in 1988,
is a registered financial holding company headquartered in Gloversville, New
York. Its wholly-owned subsidiaries, City National Bank and Trust Company
(the subsidiary Bank) and Hathaway Agency, Inc. (the subsidiary Insurance
Agency), were organized in 1887 and 1915, respectively, and are also
headquartered in Gloversville, New York. The subsidiary Bank has five
branches located in the county of Fulton and one branch located in the county
of Saratoga. The subsidiary Insurance Agency has one office located in the
county of Fulton. The subsidiary Bank is a full service commercial bank that
offers a broad range of demand and time deposits; consumer, mortgage, and
commercial loans; and trust and investment services. The subsidiary Bank is a
member of the Federal Deposit Insurance Corporation and the Federal Reserve
System and is subject to regulation and supervision of the Federal Reserve
and the Comptroller of the Currency. The subsidiary Insurance Agency offers a
broad range of general insurance products and is under the supervision of the
State Insurance Department.

Except for historical information contained herein, the matters contained in
this review are "forward-looking statements" that involve risks and
uncertainties, including statements concerning future events or performance
and assumptions and other statements which are other than statements of
historical facts. The Company wishes to caution readers that the following
important factors, among others, could in the future affect the Company's
actual results and could cause the Company's actual results for subsequent
periods to differ materially from those expressed in any forward-looking
statement made by or on behalf of the Company herein:

*    the effect of changes in laws and regulations, including federal and
     state banking laws and regulations, with which the Company and its
     banking subsidiary must comply, the cost of such compliance and the
     potentially material adverse effects if the Company or its banking
     subsidiary were not in substantial compliance either currently or in the
     future as applicable;

*    the effect of changes in accounting policies and practices, as may be
     adopted by the regulatory agencies as well as by the Financial
     Accounting Standards Board, or changes in the Company's organization,
     compensation and benefit plans;

*    the effect on the Company's competitive position within its market area
     of increasing consolidation within the banking industry and increasing
     competition from larger "super regional" and other banking organizations
     as well as non-bank providers of various financial services;

*    the effect of unforeseen changes in interest rates and;

*    the effects of changes in the business cycle and downturns in the local,
     regional or national economies.

The Company wishes to caution readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, and to
advise readers that various factors, including those described above, could
cause the Company's actual results or circumstances for future periods to
differ materially from those anticipated or projected.

The Company does not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.


FINANCIAL REVIEW:

Financial Condition:

Total assets at September 30, 2003 were $394.6 million, an increase of $2.8
million, or 0.7%, over the December 31, 2002 amount of $391.8 million. The
increase was primarily related to an increase in securities available for
sale of $19.0 million and an increase in net premises and equipment of $1.6
million. These increases were partially offset by a decrease in loans, net of
unearned discount, of $15.3 million and a decrease in cash and cash
equivalents of $4.4 million. The asset growth was primarily financed by
deposit growth of $4.4 million and the retention of earnings less dividends
paid of $1.8 million. A reduction in securities sold under agreements to
repurchase and notes payable with the Federal Home Loan Bank of $2.8 million
offset some of the deposit growth supporting the growth in total assets.

Securities available for sale increased by $19.0 million, or 13.2%, from
$144.2 million at December 31, 2002, to $163.2 million at September 30, 2003
primarily as a result of the investment of available funds from cash and cash
equivalents, deposit growth and the decline in consumer lending.

                                     -8-

<PAGE>

Loans receivable, net of unearned income, decreased $15.3 million, or 8.2%
from $186.3 million at December 31, 2002 to $171.0 million at September 30,
2003. All segments of the loan portfolio were down from December 31, 2002. The
commercial portfolio declined $1.9 million while the consumer installment and
residential mortgage portfolios were down $3.7 million and $9.7 million,
respectively. The decrease in the commercial loan portfolio is primarily due
to seasonal fluctuations and the charge off taken in June 2003 of $1.0
million on one commercial loan credit. The decreases in the consumer lending
area are due to a decline in auto lending and paydowns and refinancings more
than offsetting new mortgages being booked in the loan portfolio.

Cash and cash equivalents decreased by $4.4 million, or 12.7%, from $34.7
million at December 31, 2002, to $30.3 million at September 30, 2003
primarily as a result of the investment of excess funds accumulated from the
accelerated principal paydowns on mortgage backed securities due to the low
interest rate environment and the overall deposit growth during the first
nine months of 2003.

Premises and equipment, net increased by $1.6 million, or 39.7% from $4.0
million at December 31, 2002 to $5.6 million at September 30, 2003 primarily
related to the new branch office in Saratoga Springs, New York. The new
office opened in September 2003.

Deposits at September 30, 2003 were $305.0 million, an increase of $4.4
million, or 1.5%, over the balance of $300.6 million at December 31, 2002.
This increase is primarily attributed to the increase in demand deposits,
regular savings accounts and cash management accounts, partially offset by
the decrease in money market accounts, certificates of deposit and mortgage
escrow accounts.

Stockholders' equity increased to $37.8 million at September 30, 2003 from
$36.9 million at December 31, 2002, an increase of 2.4%. This increase was
primarily due to the retention of earnings, less dividends paid, during the
first nine months of 2003, partially offset by the decrease in the
accumulated other comprehensive income.

Liquidity:

Liquidity is defined as the ability to generate sufficient cash flow to meet
all present and future funding commitments, depositor withdrawals and
operating expenses. Management monitors the Company's liquidity position on a
daily basis and evaluates its ability to meet depositor withdrawals and make
new loans or investments.

There have been no trends or demands that have negatively affected the
Company's or the subsidiary Bank's liquidity position in any material way
during the first nine months of 2003. The timing of cash inflows and outflows
is closely monitored by management although changes in interest rates,
economic conditions, and competitive forces strongly impact the
predictability of these cash flows. Funds from repayment of loans, maturing
investment securities and securities available for sale, and additional
borrowings from the Federal Home Loan Bank are available to satisfy liquidity
needs that may arise.

Management believes that the level of the Company's liquid assets combined
with daily monitoring of cash inflows and outflows provide adequate liquidity
to fund outstanding loan commitments, meet daily withdrawal requirements of
depositors, and meet all other daily obligations of the Company.

Capital Resources:

Stockholders' equity to total assets increased from 9.4% at December 31, 2002
to 9.6% at September 30, 2003. The excess of earnings during the first nine
months of 2003 over dividends paid, net treasury stock transactions and the
decrease in accumulated other comprehensive income caused this ratio to
increase from December 31, 2002.

The table below shows the Company's September 30, 2003 ratios, December 31,
2002 ratios and the current regulatory guideline ratios for classification as
well capitalized as established by the Federal Reserve Board.

<TABLE>

<CAPTION>

                                                                                                               Regulatory
                                                             September 30, 2003       December 31, 2002        Guidelines
                                                             ------------------       -----------------        ----------
<S>                                                                 <C>                      <C>                  <C>
Tier 1 risk based capital to net risk weighted assets               15.9%                    14.9%                 6.0%
Total risk based capital to net risk weighted assets                17.2                     16.2                 10.0

Leverage ratio (Tier 1/adjusted total assets)                        8.2                      7.9                  5.0

</TABLE>

These ratios are well in excess of regulatory minimums.

                                     -9-

<PAGE>

Results of Operations:

Most Recent Quarter and Same Quarter in Preceding Year:

Total interest and dividend income for the third quarter of 2003 decreased
$790,000 or 14.3% from the corresponding period in 2002, while total interest
expense decreased $481,000 or 23.0% from the corresponding period in 2002.
Net interest income decreased $309,000 or 9.0% from the corresponding period
of 2002. This decrease is primarily due to the decrease in average loans
outstanding of $18.0 million from the corresponding period in 2002 with the
funds being reinvested in lower yielding assets. As a result, the net
interest margin declined from 4.11% for the third quarter of 2002 to 3.66%
for the corresponding period of 2003.

The decrease in interest and fees on loans of $602,000 or 16.5% from the
corresponding period of 2002 is primarily due to the decrease of $18.0
million in the average volume outstanding compared to the same period of
2002. The decrease in interest rates on the total loan portfolio of 59 basis
points from 7.62% for the third quarter of 2002 to 7.03% for the same period
of 2003 also contributed to the reduction in the loan portfolio income.

The decrease in interest on the securities portfolio of $120,000 from the
corresponding period of 2002 is primarily due to the lower rates on the
overall securities portfolio as compared to the same period of 2002. The
fully tax effected yield declined 133 basis points from 5.74% for the third
quarter of 2002 to 4.41% for the third quarter of 2003.

The decrease in interest expense of $481,000 for the third quarter of 2003 as
compared to the same period of 2002 is primarily related to the overall
decrease in the average rates being paid in the third quarter of 2003 on all
deposit and borrowed fund categories as compared to the same period of 2002.
The average rate paid on interest-bearing liabilities for the third quarter
of 2003 was 1.95% as compared to 2.65% for the same period of 2002.

The provision for loan losses decreased $220,000 from the corresponding
period in 2002 to $135,000. Net charge-offs remained virtually unchanged from
the prior year period increasing from $110,000 in the third quarter of 2002
to $119,000 in the third quarter of 2003. Nonperforming loans increased from
$1,687,000 at December 31, 2002 to $2,121,000 at September 30, 2003, an
increase of $434,000. This increase primarily relates to the addition of one
commercial loan relationship less a write-down taken on another commercial
loan relationship in the second quarter of 2003. Based on our most recent
analysis of collateral and cash flow, we believe that the allowance for loan
losses allocated to this relationship is adequate. The provision in both
quarters was deemed to be adequate based on the overall evaluation of the
allowance for loan losses as of September 30, 2003 and 2002. The allowance
for loan losses as a percent of net loans outstanding was 1.41% at September
30, 2003 as compared to 1.66% at December 31, 2002 and 1.61% at September 30,
2002.

Non-interest income decreased $19,000 or 3.0% from the corresponding period
of 2002. This decrease was primarily due to a decrease in insurance
commissions, partially offset by an increase in service charges on deposit
accounts.

Non-interest expense increased $287,000 or 14.3% from the corresponding
period of 2002. Increases in salaries and employee benefits, occupancy
expense, data processing and other expense were responsible for this
increase. The higher salaries and employee benefits were due to normal salary
adjustments and increases in medical insurance expense and pension expense.
The higher occupancy expenses were due to higher real estate taxes, utilities
and insurance on bank premises. The higher data processing expense is
primarily due to the new document imaging system put in place during the
second quarter of 2003. The higher other expense is primarily related to
stationery and supplies for the new document imaging system put in place
during the second quarter of 2003 and marketing expense related to the
opening of our new branch building in Saratoga Springs, New York.

Net income decreased $226,000 or 18.5% as compared to the same period of
2002. This decrease was primarily due to the decrease in the net interest
income, the decrease in the other income and the increase in other expenses
more than offsetting the decrease in the provision for loan losses and the
decrease in the provision for income taxes.

Most Recent Year to Date and Corresponding Year to Date Period:

Total interest and dividend income for the first nine months of 2003
decreased $1,846,000 or 11.0% from the corresponding period in 2002, while
total interest expense decreased $1,131,000 or 17.9% from the corresponding
period in 2002. Net interest income decreased $715,000 or 6.9% from the
corresponding period of 2002. This decrease is primarily due to the decrease
in average loans outstanding of $14.5 million from the corresponding period
in 2002 with the funds being reinvested in lower yielding assets. As a
result, the net interest margin declined from 4.21% for the first nine months
of 2002 to 3.75% for the corresponding period of 2003.

                                     -10-

<PAGE>

The decrease in interest and fees on loans of $1,492,000 or 13.4% from the
corresponding period of 2002 is primarily due to the decrease of $14.5
million in the average volume outstanding compared to the same period of
2002. The decrease in interest rates on the total loan portfolio of 50 basis
points from 7.69% for the first nine months of 2002 to 7.19% for the same
period of 2003 also contributed to the reduction in the loan portfolio
income.

The decrease in interest on the securities portfolio of $349,000 from the
corresponding period of 2002 is primarily due to the lower rates on the
overall securities portfolio as compared to the same period of 2002. The
fully tax effected yield declined 111 basis points from 5.85% for the first
nine months of 2002 to 4.74% for the first nine months of 2003. An increase
of approximately $24.1 million in the average volume in 2003 over the
comparable period of 2002 helped to defray some of the decline in interest
income on the securities portfolio.

The decrease in interest expense of $1,131,000 for the first nine months of
2003 as compared to the same period of 2002 is primarily related to the
overall decrease in the average rates being paid in the first nine months of
2003 on all deposit and borrowed fund categories as compared to the same
period of 2002. The average rate paid on interest-bearing liabilities for the
first nine months of 2003 was 2.10% as compared to 2.78% for the same period
of 2002.

The provision for loan losses decreased $235,000 from the corresponding
period in 2002 to $655,000. Net charge-offs increased to $1,326,000 in the
current nine month period compared to $358,000 in the prior year period. The
increase in the net charge-offs primarily relates to one commercial loan
relationship which was written down in the first nine months of 2003. Based
on our most recent analysis of collateral and cash flow, we believe the
charge-off taken to date on this relationship represents our best estimate of
loss on this relationship. Non-performing loans increased from $1,687,000 at
December 31, 2002 to $2,121,000 at September 30, 2003, an increase of
$434,000. This increase primarily relates to the addition of one commercial
loan relationship less the write-down noted above. Based on our most recent
analysis of collateral and cash flow, we believe that the allowance for loan
losses allocated to this relationship is adequate. The provision for both
periods was deemed to be adequate based on the overall evaluation of the
allowance for loan losses as of September 30, 2003 and 2002. The allowance
for loan losses as a percent of net loans outstanding was 1.41% at September
30, 2003 as compared to 1.66% at December 31, 2002 and 1.61% at September 30,
2002.

Non-interest income increased $36,000 or 2.0% from the corresponding period
of 2002. This increase was primarily due to an increase in service charges on
deposit accounts, partially offset by a decrease in insurance commissions.

Non-interest expense increased $576,000 or 9.3% from the corresponding period
of 2002. Increases in salaries and employee benefits, occupancy expense,
external data processing expense and other expense were primarily responsible
for this increase. The higher salaries and employee benefits were due to
normal salary adjustments and increases in medical insurance expense and
pension expense. The higher occupancy expense is primarily related to real
estate taxes, utilities and building insurance. The higher data processing
expense is primarily due to the new document imaging system put in place
during the second quarter of 2003. The higher other expense is primarily
related to stationery and supplies for the new document imaging system put in
place during the second quarter of 2003 and marketing expense related to the
opening of our new branch building in Saratoga Springs, New York in the third
quarter of 2003.

Net income decreased $573,000 or 15.8% as compared to the same period of
2002. This decrease was primarily due to the decrease in the net interest
income and the increase in the other expenses more than offsetting the
increase in other income and the decline in the provision for loan losses and
the provision for income taxes income taxes.

                                     -11-

<PAGE>

                              CNB BANCORP, INC.

          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from adverse changes in market prices and
interest rates. The subsidiary Bank's market risk arises primarily from
interest rate risk inherent in its lending and deposit taking activities.
Although the subsidiary Bank manages other risks, such as credit and
liquidity risk, in the normal course of its business, management considers
interest rate risk to be its most significant market risk and could
potentially have the largest material effect on the subsidiary Bank's
financial condition and results of operation. The subsidiary Bank does not
currently have a trading portfolio or use derivatives to manage market and
interest rate risk.

The subsidiary Bank's interest rate risk management is the responsibility of
the Asset/Liability Management Committee (ALCO), which reports to the Board
of Directors. The ALCO, comprised of senior management, has developed
policies to measure, manage and monitor interest rate risk. Interest rate
risk arises from a variety of factors, including differences in the timing
between the contractual maturity or repricing of the subsidiary Bank's assets
and liabilities. For example, the subsidiary Bank's net interest income is
affected by changes in the level of market interest rates as the repricing
characteristics of its loans and other assets do not necessarily match those
of its deposits, other borrowings and capital.

In managing exposure, the subsidiary Bank uses interest rate sensitivity
models that measure both net gap exposure and earnings at risk. The ALCO
monitors the volatility of its net interest income by managing the
relationship of interest rate sensitive assets to interest rate sensitive
liabilities. The ALCO utilizes a simulation model to analyze net income
sensitivity to movements in interest rates. The simulation model projects net
interest income based on both an immediate 200 basis point rise or fall in
interest rates over a twelve month period. The model is based on the actual
maturity and repricing characteristics of interest rate assets and
liabilities. The model incorporates assumptions regarding the impact of
changing interest rates on the prepayment rate of certain assets and
liabilities.

The following table shows the approximate effect on the subsidiary Bank's
annualized net interest income, on a tax equivalent basis, as of September
30, 2003 assuming the immediate increases or decreases in interest rates
shown below:

    Change in          Estimated Net          Change in
  Interest Rate       Interest Income        Net Interest
  (basis points)       ($000 omitted)           Income
  --------------      ---------------        ------------
       +200               12,496                 (1.8)%
       +100               12,752                  0.2
          0               12,722                  0.0
       -100               12,125                 (4.7)
       -200               12,012                 (5.6)

Another tool used to measure interest rate sensitivity is the cumulative gap
analysis. The cumulative gap represents the net position of assets and
liabilities subject to repricing in specified time periods. Deposit accounts
without specified maturity dates are modeled based on historical run-off
characteristics of these products in periods of rising rates. As of September
30, 2003, the subsidiary Bank was in a liability sensitive or "negative gap"
position which means that more liabilities are scheduled to mature or reprice
within the next year than assets. The cumulative interest rate sensitivity
gap as of September 30, 2003 was 7.36% of total assets.

The cumulative gap analysis is merely a snapshot at a particular date and
does not fully reflect that certain assets and liabilities may have similar
repricing periods but may in fact reprice at different times within that
period and at differing rate levels. Management, therefore, uses the interest
rate sensitivity gap only as a general indicator of the potential effects of
interest rate changes on net interest income. Management believes that the
gap analysis is a useful tool only when used in conjunction with its
simulation model and other tools for analyzing and managing interest rate
risk.

                                     -12-

<PAGE>

                              CNB BANCORP, INC.

        DISCLOSURE OF EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as
of September 30, 2003, pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures were effective as of
September 30, 2003, in timely alerting them to material information relating
to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic SEC filings.

There was no change in the Company's internal control over financial
reporting that occurred during the Company's fiscal quarter ended September
30, 2003, that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.

                                     -13-

<PAGE>

                              CNB BANCORP, INC.

                                   PART II

Item 6.          Exhibits and Reports on Form 8-K

(a) Exhibits - The following exhibits are filed as a part of this report:

Exhibit No.      Exhibit
-----------      -------

    3.1          Restated Certificate of Incorporation of CNB Bancorp, Inc.
                 (Incorporated by reference to the current report on
                 Form 8-K filed on August 10, 2001.)

    3.2          Bylaws of CNB Bancorp, Inc.
                 (Incorporated by reference to the annual report on Form
                 10-K filed on March 31, 1996.)

    4.           Instruments Defining the Rights of Security Holders.
                 (See Exhibits 3.1 and 3.2)

   31.1          Certification pursuant to section 302 of the Sarbanes-Oxley
                 Act of 2002.

   31.2          Certification pursuant to section 302 of the Sarbanes-Oxley
                 Act of 2002.

   32.1          Certification pursuant to 18 U.S.C. section 1350, as enacted
                 pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

   32.2          Certification pursuant to 18 U.S.C. section 1350, as enacted
                 pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

(b) - Reports on Form 8-K - Filed July 29, 2003 - The company reported
      financial information and accompanying discussion for the quarter ended
      June 30, 2003

                                     -14-

<PAGE>

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 BANCORP, INC.


                               By /s/ William N. Smith
                               ----------------------------------------------
                               William N. Smith, Chairman of the Board,
                               President and Chief Executive Officer
                               (chief executive officer)


                               By /s/ George A. Morgan
                               ----------------------------------------------
                               George A. Morgan, Vice President and Secretary
                               (principal financial and accounting officer)

Dated: November 10, 2003

                                     -15-

<PAGE>

                              CNB BANCORP, INC.

                                EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------

    3.1          Restated Certificate of Incorporation of CNB Bancorp, Inc.
                 (Incorporated by reference to the current report on
                 Form 8-K filed on August 10, 2001.)

    3.2          Bylaws of CNB Bancorp, Inc.
                 (Incorporated by reference to the annual report on Form
                 10-K filed on March 31, 1996.)

    4.           Instruments Defining the Rights of Security Holders.
                 (See Exhibits 3.1 and 3.2)

   31.1          Certification pursuant to section 302 of the Sarbanes-Oxley
                 Act of 2002.

   31.2          Certification pursuant to section 302 of the Sarbanes-Oxley
                 Act of 2002.

   32.1          Certification pursuant to 18 U.S.C. section 1350, as enacted
                 pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

   32.2          Certification pursuant to 18 U.S.C. section 1350, as enacted
                 pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

                                    -16-

<PAGE>

                                                                 Exhibit 31.1

                              CNB BANCORP, INC.

                          CERTIFICATIONS PURSUANT TO
                                SECTION 302 OF
                        THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

     I, William N. Smith, Chairman, President and Chief Executive Officer of
CNB Bancorp, Inc., certify that:

     1. I have reviewed this quarterly report on Form 10-Q of CNB Bancorp,
Inc.;

     2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

     4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
have:

     a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

     b) [This paragraph intentionally left blank.]

     c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluations; and

     d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

     a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.


Date: November 10, 2003                  By /s/ William N. Smith
                                         -------------------------------------
                                         William N. Smith, Chairman,
                                         President and Chief Executive Officer

<PAGE>

                                                                 Exhibit 31.2

                              CNB BANCORP, INC.

                          CERTIFICATIONS PURSUANT TO
                                SECTION 302 OF
                        THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

     I, George A. Morgan, Vice President, Secretary and Chief Financial
Officer of CNB Bancorp, Inc., certify that:

     1. I have reviewed this quarterly report on Form 10-Q of CNB Bancorp,
Inc.;

     2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

     4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
have:

     a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

     b) [This paragraph intentionally left blank.]

     c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluations; and

     d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

     a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.


Date: November 10, 2003                  By /s/ George A. Morgan
                                         -------------------------------------
                                         George A. Morgan, Vice President,
                                         Secretary and Chief Financial Officer

<PAGE>

                                                                 Exhibit 32.1

                              CNB BANCORP, INC.

                          CERTIFICATION PURSUANT TO
                           18 U.S.C. SECTION 1350,
                            AS ENACTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CNB Bancorp, Inc. (the "Company")
on Form 10-Q for the period ending September 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
William N. Smith, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. section 1350, as enacted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


By /s/ William N. Smith
-----------------------------------------
William N. Smith, Chief Executive Officer
November 10, 2003

<PAGE>

                                                                 Exhibit 32.2

                              CNB BANCORP, INC.

                          CERTIFICATION PURSUANT TO
                           18 U.S.C. SECTION 1350,
                            AS ENACTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CNB Bancorp, Inc. (the "Company")
on Form 10-Q for the period ending September 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
George A. Morgan, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. section 1350, as enacted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


By /s/ George A. Morgan
-----------------------------------------
George A. Morgan, Chief Financial Officer
November 10, 2003