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, 2001       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 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 5, 2001
   $2.50 par value                                           2,280,064

<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            1
        ended September 30, 2001 and 2000 and the nine months
        ended September 30, 2001 and 2000

        Consolidated statements of financial condition as of
        September 30, 2001 and December 31, 2000                          2

        Consolidated statements of cash flows for the nine months
        ended September 30, 2001 and 2000                                 3

        Notes to consolidated interim financial statements (unaudited)  4 - 6

Item 2  Management's discussion and analysis of financial condition
        and results of operations                                       7 - 10

Item 3  Quantitative and qualitative disclosures about market risk        11



PART II OTHER INFORMATION

Item 1  Legal proceedings - none

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  (a) Exhibits - not applicable
        (b) Reports on Form 8-K - none

<PAGE>

<TABLE>

                              CNB BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share data)
                                 (UNAUDITED)

<CAPTION>

                                                                  3 MONTHS ENDED           9 MONTHS ENDED
                                                                   SEPTEMBER 30,            SEPTEMBER 30,

                                                                  2001     2000             2001     2000
                                                                 ------   ------          -------  -------
<S>                                                              <C>      <C>             <C>      <C>
INTEREST AND DIVIDEND INCOME
  Interest and fees on loans                                     $3,985   $3,901          $11,885  $11,400
  Interest on federal funds sold                                     73       67              190      248
  Interest on balances due from depository institutions              21        3               31       57
  Interest on securities available for sale                       1,796    1,782            5,489    5,213
  Interest on investment securities                                 153      240              573      625
  Dividends on FRB and FHLB stock                                    37       35              125      119
                                                                 ------   ------          -------  -------
    Total interest and dividend income                            6,065    6,028           18,293   17,662

INTEREST EXPENSE
  Interest on deposits:
    Regular savings, NOW and money market accounts                  599      682            2,011    2,066
    Certificates and time deposits of $100,000 or more              606      829            1,901    2,481
    Other time deposits                                           1,166    1,137            3,552    3,267
  Interest on securities sold under agreements to repurchase        146       94              438      337
  Interest on other borrowings                                      367      388            1,104      721
                                                                 ------   ------          -------  -------
    Total interest expense                                        2,884    3,130            9,006    8,872
NET INTEREST INCOME                                               3,181    2,898            9,287    8,790
  Provision for loan losses                                         185       60              395      159
                                                                 ------   ------          -------  -------
NET INTEREST INCOME AFTER PROVISION
   FOR LOAN LOSSES                                                2,996    2,838            8,892    8,631

OTHER INCOME
  Income from fiduciary activities                                   44       48              140      129
  Service charges on deposit accounts                               160      123              459      346
  Net gain on securities transactions                                 -        -               15        -
  Insurance commissions                                             138      103              617      103
  Other income                                                      189      293              455      705
                                                                 ------   ------          -------  -------
    Total other income                                              531      567            1,686    1,283

OTHER EXPENSES
  Salaries and employee benefits                                    969      954            2,944    2,700
  Occupancy expense, net                                            138      116              391      346
  Furniture and equipment expense                                   108      104              343      308
  External data processing expense                                  205      193              596      548
  Other expense                                                     596      638            1,889    1,883
                                                                 ------   ------          -------  -------
    Total other expenses                                          2,016    2,005            6,163    5,785
                                                                 ------   ------          -------  -------
INCOME BEFORE INCOME TAXES                                        1,511    1,400            4,415    4,129
  Provision for income taxes                                        477      456            1,375    1,272
                                                                 ------   ------          -------  -------
NET INCOME                                                       $1,034   $  944          $ 3,040  $ 2,857
                                                                 ======   ======          =======  =======

  Earnings per share
    Basic                                                        $ 0.46   $ 0.40          $  1.32  $  1.20
    Diluted                                                        0.45     0.39             1.30     1.18

</TABLE>

See accompanying notes to consolidated interim financial statements

                                     -1-

<PAGE>

<TABLE>

                              CNB BANCORP, INC.
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                      (In thousands, except share data)

<CAPTION>

                                                                                      (Unaudited)
                                                                                   September 30, 2001    December 31, 2000
                                                                                   ------------------    -----------------
<S>                                                                                      <C>                  <C>
ASSETS
Cash and cash equivalents:
  Non-interest bearing                                                                   $  8,480             $  9,166
  Interest bearing                                                                          5,363                  272
  Federal funds sold                                                                       11,700                5,400
                                                                                         --------             --------
       Total cash and cash equivalents                                                     25,543               14,838

Securities available for sale, at fair value                                              111,911              106,845

Investment securities (approximate fair value at September 30, 2001 -
  $10,714; at December 31, 2000 - $15,969)                                                 10,321               15,653

Investments required by law, stock in Federal Home Loan
  Bank of New York and Federal Reserve Bank of New York,
  at cost                                                                                   2,810                2,269

Loans                                                                                     215,473              201,063
   Unearned income                                                                        (17,221)             (14,473)
   Allowance for loan losses                                                               (2,531)              (2,750)
                                                                                         --------             --------
       Net loans                                                                          195,721              183,840

Premises and equipment, net                                                                 3,391                3,432
Accrued interest receivable                                                                 2,034                2,214
Other assets                                                                                9,594               10,215
                                                                                         --------             --------
       Total assets                                                                      $361,325             $339,306
                                                                                         ========             ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
   Demand (non-interest bearing)                                                          $31,039              $26,339
   Regular savings, NOW and money market accounts                                         106,917              125,974
   Certificates and time deposits of $100,000 or more                                      55,588               37,386
   Other time deposits                                                                     87,552               80,775
                                                                                         --------             --------
       Total deposits                                                                     281,096              270,474

Securities sold under agreements to repurchase                                             10,667               11,788
Notes payable - Federal Home Loan Bank                                                     32,078               21,340
Other liabilities                                                                           2,238                1,711
                                                                                         --------             --------
       Total liabilities                                                                  326,079              305,313

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                                                                          27,033               25,199
Accumulated other comprehensive income/(loss)                                               1,446                  (41)
Treasury stock, at cost; 118,813 shares at September 30, 2001 and
  56,246 shares at December 31, 2000                                                       (3,655)              (1,587)
                                                                                         --------             --------
       Total stockholders' equity                                                          35,246               33,993
                                                                                         --------             --------
       Total liabilities and stockholders' equity                                        $361,325             $339,306
                                                                                         ========             ========


</TABLE>

See accompanying notes to consolidated interim financial statements

                                     -2-

<PAGE>

<TABLE>

                              CNB BANCORP, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                 (UNAUDITED)

<CAPTION>

                                                                                                          9 MONTHS ENDED
                                                                                                           SEPTEMBER 30,

                                                                                                     2001                 2000
                                                                                                   --------             --------
<S>                                                                                                <C>                  <C>
Cash flows from operating activities:
     Net income                                                                                    $  3,040             $  2,857
Adjustments to reconcile net income to net cash provided by operating activities:
     Decrease (increase) in interest receivable                                                         180                 (570)
     Increase in other assets                                                                          (166)                (292)
     Increase in other liabilities                                                                      190                1,149
     Deferred income tax expense                                                                         85                   47
     Goodwill amortization expense                                                                      256                  245
     Depreciation and other amortization expense                                                        381                  362
     Net increase in cash surrender value of bank-owned life insurance                                  (87)                 (85)
     (Accretion) amortization of discounts/premiums on securities, net                                  (31)                  46
     Net gain on securities transactions                                                                (15)                   -
     Provision for loan losses                                                                          395                  159
                                                                                                   --------             --------
     Total adjustments                                                                                1,188                1,061
                                                                                                   --------             --------
       Net cash provided by operating activities                                                      4,228                3,918
                                                                                                   --------             --------

  Cash flows from investing activities:
     Purchase of investment securities                                                               (1,626)              (4,523)
     Purchase of securities available for sale                                                      (56,291)             (29,030)
     Net purchase of Federal Reserve Bank and Federal Home Loan Bank stock                             (541)                (236)
     Proceeds from maturities, paydowns and calls of investment securities                            6,960                2,327
     Proceeds from maturities, paydowns and calls of securities available for sale                   53,705               15,140
     Proceeds from sale of securities available for sale                                                  -                1,043
     Net increase in loans                                                                          (12,371)             (12,583)
     Purchases of premises and equipment, net                                                          (220)                (153)
     Net cash paid in acquisition                                                                         -                 (456)
                                                                                                   --------             --------
       Net cash used by investing activities                                                        (10,384)             (28,471)
                                                                                                   --------             --------

  Cash flows from financing activities:
     Net increase in deposits                                                                        10,622               11,220
     Decrease in securities sold under agreements to repurchase                                      (1,121)              (3,152)
     Increase in notes payable - Federal Home Loan Bank                                              10,738               18,252
     Treasury stock purchased                                                                        (2,985)              (1,163)
     Cash dividends paid on common stock                                                             (1,132)              (1,097)
     Proceeds from the exercise of stock options                                                        739                   35
                                                                                                   --------             --------
       Net cash provided by financing activities                                                     16,861               24,095
                                                                                                   --------             --------

  Net increase (decrease) in cash and cash equivalents                                               10,705                 (458)
  Cash and cash equivalents beginning of period                                                      14,838               19,830
                                                                                                   --------             --------

  Cash and cash equivalents end of period                                                          $ 25,543             $ 19,372
                                                                                                   ========             ========

  Supplemental disclosures of cash flow information:
    Cash paid during the period:
      Interest                                                                                     $  8,979             $  8,210
      Income taxes                                                                                    1,071                1,093
  Supplemental schedule of noncash activities:
      Net reduction in loans resulting from the transfer to real estate owned                            24                  209
      Decrease in taxes payable due to exercise of non-qualified stock options                          104                    -

  Fair value of non-cash assets acquired in acquisition                                                   -                 $376
  Fair value of liabilities assumed in acquisition                                                        -                  269

</TABLE>

See accompanying notes to consolidated interim financial statements

                                     -3-

<PAGE>

                              CNB BANCORP, INC.

              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 (UNAUDITED)

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 generally accepted
   accounting principles 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 period's
   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 consolidated financial position as of September 30,
   2001 and December 31, 2000, and the results of operations for the three
   and nine months ended September 30, 2001 and 2000 and the changes in cash
   flows for the nine months ended September 30, 2001 and 2000. 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 2000 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, 2001 and 2000. (In thousands, except per share amounts)

<TABLE>

<CAPTION>

                                                                                        Weighted
                                                                                         Average
                                                                Income                   Shares                   Per Share
                                                             (Numerator)              (Denominator)                 Amount
                                                          ------------------       -------------------       ------------------
<S>                                                       <C>                      <C>                       <C>
   For the Three Months Ended September 30, 2001:

   Basic EPS                                                          $1,034                     2,272                    $0.46
                                                                                                             ==================
   Dilutive Effect of Stock Options                                        -                        48
                                                          ------------------       -------------------
   Diluted EPS                                                        $1,034                     2,320                    $0.45
                                                          ==================       ===================       ==================

   For the Three Months Ended September 30, 2000:

   Basic EPS                                                            $944                     2,367                    $0.40
                                                                                                             ==================
   Dilutive Effect of Stock Options                                        -                        31
                                                          ------------------       -------------------
   Diluted EPS                                                          $944                     2,398                    $0.39
                                                          ==================       ===================       ==================

   For the Nine Months Ended September 30, 2001:

   Basic EPS                                                          $3,040                     2,311                    $1.32
                                                                                                             ==================
   Dilutive Effect of Stock Options                                        -                        36
                                                          ------------------       -------------------
   Diluted EPS                                                        $3,040                     2,347                    $1.30
                                                          ==================       ===================       ==================

   For the Nine Months Ended September 30, 2000:

   Basic EPS                                                          $2,857                     2,384                    $1.20
                                                                                                             ==================
   Dilutive Effect of Stock Options                                        -                        27
                                                          ------------------       -------------------
   Diluted EPS                                                        $2,857                     2,411                    $1.18
                                                          ==================       ===================       ==================

</TABLE>

3. COMPREHENSIVE INCOME

   The Company recorded total comprehensive income of $2,017,000 for the
   three months ended September 30, 2001 as compared to total comprehensive
   income of $1,712,000 for the three months ended September 30, 2000. For
   the nine month periods ended September 30, 2001 and 2000 the Company
   recorded total comprehensive income of $4,527,000 and $3,828,000,
   respectively. At the Company, comprehensive income represents net income
   plus other comprehensive income, which consists of the after tax net
   change in unrealized gains and losses on securities available for sale for
   the period.

4. ACQUISITION

   On July 1, 2000, the Company acquired Hathaway Agency, Inc. (Hathaway), a
   local insurance agency. At the date of the acquisition, Hathaway had
   approximately $1,300,000 in assets, $300,000 in liabilities and
   $1,000,000 in shareholders' equity. Pursuant to the merger agreement,
   Hathaway became a wholly owned subsidiary of CNB Bancorp, Inc.

                                     -4-

<PAGE>

   Upon consummation of the acquisition, each preferred share of Hathaway was
   exchanged for $100 in cash which totaled approximately $700,000 and each
   common share of Hathaway was exchanged for $2,432 in cash which totaled
   approximately $600,000. In addition, under a non-compete agreement each
   preferred and common shareholder of Hathaway will receive payments over a
   period of five years totaling, in the aggregate, approximately $300,000.

   The acquisition was accounted for using purchase accounting in accordance
   with Accounting Principles Board Opinion No. 16, "Business Combinations"
   (APB No. 16). Under purchase accounting, the purchase price is allocated
   to the respective assets acquired and liabilities assumed based on their
   estimated fair values. The acquisition of Hathaway resulted in
   approximately $300,000 in excess of cost over net assets acquired
   ("goodwill"). Goodwill is currently being amortized to expense over a
   period of fifteen years using the straight-line method. Non-compete
   payments are being expensed as paid over the five year period of the
   covenant.

5. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

   In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
   No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
   which establishes accounting and reporting standards for derivative
   instruments, including certain derivative instruments embedded in other
   contracts, and for hedging activities. During the second quarter of 1999,
   the FASB issued SFAS No. 137, which deferred the effective date of SFAS
   No. 133 by one year to fiscal years beginning after June 15, 2000. In June
   2000, the FASB issued SFAS No. 138, which amended certain provisions of
   SFAS No. 133. As of January 1, 2001 and during the first nine months of
   2001, the Company did not have any derivative instruments or derivative
   instruments embedded in other contracts. Therefore, the adoption of SFAS
   No. 133, as amended, did not have any effect on the Company's consolidated
   financial statements.

   In July 2001, the FASB issued Statement No. 141, "Business Combinations,"
   and Statement No. 142, "Goodwill and Other Intangible Assets." Statement
   141 requires that the purchase method of accounting be used for all
   business combinations initiated after June 30, 2001 as well as all
   purchase method business combinations completed after June 30, 2001.
   Statement 141 also specifies criteria that intangible assets acquired in a
   purchase method business combination must meet to be recognized and
   reported apart from goodwill. Statement 142 will require that goodwill and
   intangible assets with indefinite useful lives no longer be amortized, but
   instead be tested for impairment at least annually in accordance with the
   provisions of Statement 142. Statement 142 will also require that
   intangible assets with definite useful lives be amortized over their
   respective estimated useful lives to their estimated residual values, and
   reviewed for impairment in accordance with SFAS No. 121, "Accounting for
   the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
   Disposed Of."

   The Company is required to adopt the provisions of Statement 141
   immediately and Statement 142 effective January 1, 2002. Furthermore, any
   goodwill and any intangible asset determined to have an indefinite useful
   life that are acquired in a purchase business combination completed after
   June 30, 2001 will not be amortized, but will continue to be evaluated for
   impairment in accordance with the appropriate per-Statement 142 accounting
   literature. Goodwill and intangible assets acquired in business
   combinations completed before July 1, 2001 will continue to be amortized
   prior to the adoption of Statement 142.

   Statement 141 will require, upon adoption of Statement 142, that the
   Company evaluate its existing intangible assets and goodwill that were
   acquired in a prior purchase business combination, and to make any
   necessary reclassifications in order to conform with the new criteria in
   Statement 141 for recognition apart from goodwill. Upon adoption of
   Statement 142, the Company will be required to reassess the useful lives
   and residual values of all intangible assets acquired in purchase business
   combinations, and make any necessary amortization period adjustments by
   the end of the first interim period after adoption. In addition, to the
   extent an intangible asset is identified as having an indefinite useful
   life, the Company will be required to test the intangible asset for
   impairment in accordance with the provisions of Statement 142 within the
   first interim period. Any impairment loss will be measured as of the date
   of adoption and recognized as the cumulative effect of a change in
   accounting principle in the first interim period.

   In connection with the transitional goodwill impairment evaluation,
   Statement 142 will require the Company to perform an assessment of whether
   there is an indication that goodwill is impaired as of the date of
   adoption. To accomplish this, the Company must identify its reporting
   units and determine the carrying value of each reporting unit by assigning
   the assets and liabilities, including the existing goodwill and intangible
   assets, to those reporting units as of the date of adoption. The Company
   will then have up to six months from the date of adoption to determine the
   fair value of each reporting unit and compare it to the reporting unit's
   carrying amount. To the extent a reporting unit's carrying amount exceeds
   its fair value, an indication exists that the reporting unit's goodwill
   may be impaired and the Company must perform the second step of the
   transitional impairment test. In the second step, the Company must compare
   the implied fair value of the reporting unit's goodwill, determined by
   allocating the reporting unit's fair value to all of its assets
   (recognized and unrecognized) and liabilities in a manner similar to a
   purchase price allocation in accordance with Statement 141, to its
   carrying amount, both of which would be measured as of the date of
   adoption. This second step is required to be completed as soon as
   possible, but no later than the end of the year of adoption. Any
   transitional impairment loss will be recognized as the
   cumulative effect of a change in accounting principle in the Company's
   statement of earnings.

                                     -5-

<PAGE>


   And finally, any unamortized negative goodwill existing at the date
   Statement 142 is adopted must be written off as the cumulative effect of a
   change in accounting principle.

   As of the date of adoption, the Company expects to have unamortized
   goodwill in the amount of $4,275,000 which will be subject to the
   transition provisions of Statements 141 and 142. Amortization expense
   related to goodwill was $358,000 and $256,000 for the year ended December
   31, 2000 and the nine months ended September 30, 2001, respectively. Based
   on management's initial evaluation of these Statements, the Company does
   not anticipate that any transitional impairment losses will be required to
   be recognized as a cumulative effect of a change in accounting principle.

                                     -6-

<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, 2001 were $361.3 million, an increase of
$22.0 million, or 6.5%, over the December 31, 2000 amount of $339.3 million.
The increase was primarily related to loan growth of $11.7 million, an
increase in securities available for sale of $5.1 million and an increase in
cash and cash equivalents of $10.7 million, partially offset by a reduction
in investment securities of $5.3 million. The asset growth was primarily
financed by deposit growth of $10.6 million and increased Federal Home Loan
Bank borrowings of $10.7 million.

     Securities available for sale increased by $5.1 million, or 4.7%, from
$106.8 million at December 31, 2000, to $111.9 million at September 30, 2001
primarily as a result of the investment of available funds from deposit
growth and increased borrowings from the Federal Home Loan Bank.

     Loans receivable, net of unearned income, increased $11.7 million, or
6.3%, from $186.6 million at December 31, 2000, to $198.3 million at
September 30, 2001, due primarily to the increase of $5.7 million in the
commercial loan portfolio and the increase of $7.2 million in the consumer
installment loan portfolio coupled with the decrease of $1.2 million in the
residential mortgage portfolio.

                                     -7-

<PAGE>

     Cash and cash equivalents increased by $10.7 million, or 72.1%, from
$14.8 million at December 31, 2000, to $25.5 million at September 30, 2001
primarily as a result of available for sale securities being called in the
third quarter of 2001 due to the decline in interest rates on investments.

     Deposits at September 30, 2001 were $281.1 million, an increase of $10.6
million, or 3.9%, over the balance of $270.5 million at December 31, 2000.
This increase is primarily attributed to the increase in large municipal
certificates of deposit and other time deposits, partially offset by the
decrease in money market accounts and NOW accounts.

     Stockholders' equity increased to $35.2 million at September 30, 2001
from $34.0 million at December 31, 2000, an increase of 3.7%. This increase
was primarily due to the retention of earnings, less dividends paid, during
the first nine months of 2001 coupled with the improvement in the accumulated
other comprehensive income/(loss) related to the securities available for
sale portfolio, less the cost of the purchase of 93,865 shares of stock which
were placed into treasury.

Liquidity:

   There have been no trends or demands that have affected the Company's or
the subsidiary Bank's liquidity position in any material way during the first
nine months of 2001. Funds from repayment of loans, maturing investment
securities and securities available for sale, and additional borrowings are
available to satisfy liquidity needs that may arise.

Capital Resources:

   Stockholders' equity to total assets decreased slightly during the first
nine months of 2001 from 10.0% at December 31, 2000 to 9.8% at September 30,
2001. This decrease was primarily due to the growth in assets of $22.0
million or 6.5% during the first nine months of 2001 while stockholders'
equity increased $1.3 million or 3.7% during the same period.

   The table below shows the Company's September 30, 2001 ratios, December
31, 2000 ratios and the current regulatory guideline ratios for
classification as well capitalized as established by the Federal Reserve
Board.

<TABLE>

<CAPTION>

                                                                                                                       Regulatory
                                                                                    09/30/01         12/31/00          Guidelines

<S>                                                                                 <C>              <C>               <C>
   Tier 1 risk based capital to net risk weighted assets                            14.2%            15.5%              6.0%
   Total risk based capital to net risk weighted assets                             15.5             16.8              10.0

   Leverage ratio (Tier 1/adjusted total assets)                                     8.3              8.9               5.0

</TABLE>

     These strong ratios are well in excess of regulatory minimums.

Acquisition:

     On July 1, 2000, the Company acquired Hathaway Agency, Inc. (Hathaway),
a local insurance agency. At the date of the acquisition, Hathaway had
approximately $1,300,000 in assets, $300,000 in liabilities and $1,000,000 in
shareholders' equity. Pursuant to the merger agreement, Hathaway became a
wholly owned subsidiary of CNB Bancorp, Inc. As described in Note 4 to the
consolidated interim financial statements, the acquisition was accounted for
using purchase accounting in accordance with APB Opinion No. 16, "Business
Combinations."

Results of Operations:

Most Recent Quarter and Same Quarter in Preceding Year:

     Total interest and dividend income for the third quarter of 2001
increased $37,000 or 0.6% from the corresponding period in 2000, while total
interest expense decreased $246,000 or 7.9% from the corresponding period in
2000. Net interest income increased $283,000 or 9.8% from the corresponding
period of 2000. This increase is due to overall growth in loans, money market
instruments and investments, partially offset by deposit growth and a small
increase in the net interest margin to 4.00% in the current quarter from
3.92% a year ago.

     The increase in interest and fees on loans of $84,000 or 2.2% from the
corresponding period of 2000 is primarily due to the growth in commercial
loans and consumer loans over the same period of 2000.

                                     -8-

<PAGE>

     The decrease in interest on investment securities of $87,000 is
primarily due to a decrease of $4.9 million in the average outstanding
balance of investment securities compared to the third quarter of 2000. The
decrease is largely attributed to the maturity of municipal investment
securities with the proceeds beung reinvested in securities available for
sale.

     The increase in interest income on federal funds sold and balances due
from depository institutions of $24,000 is primarily attributed to the
increase in the average outstanding balance of $6.6 million from the third
quarter of 2000 to the third quarter of 2001. Lower rates in 2001 partially
offset the additional income related to volume increases.

     The decrease in interest expense of $246,000 for the third quarter of
2001 as compared to the same period of 2000 is primarily related to the
overall decrease in the average rates being paid in the third quarter of 2001
on all deposit and borrowed fund catergories as compared to the same period
of 2000.

     The provision for loan losses increased $125,000 from the corresponding
period in 2000 to $185,000. Net charge-offs increased to $227,000 in the
current quarter compared to $84,000 in the prior year period. Non-performing
loans decreased from $1,146,000 at December 31, 2000 to $677,000 at September
30, 2001, a decrease of $469,000 primarily reflecting the one large
commercial loan charge-off of $300,000 in the first nine months of 2001. 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, 2001 and
2000. The allowance for loan losses as a percent of net loans outstanding was
1.28% at September 30, 2001 as compared to 1.47% at December 31, 2000 and
1.49% at September 30, 2000.

     Non-interest income decreased $36,000 or 6.3% from the corresponding
period of 2000. This decrease was primarily due to the lower merchant credit
card sales fees and lower fiduciary fees. These decreases were partially
offset by an increase in insurance commission income and service charges on
deposit accounts.

     Non-interest expense increased $11,000 or 0.5% from the corresponding
period of 2000 due primarily to increases in salaries and employee benefits,
occupancy expense, furniture and equipment expense and external data
processing expense. This was partially offset by a decrease in other
expense.The higher salaries and employee benefits were due to normal salary
adjustments and increased medical insurance expense. Occupancy expense
increased over the prior year period due to higher utility costs and
maintenance and repairs of real estate. Higher furniture and equipment
expense is due to increased depreciation expense on new equipment purchases.
The higher external data processing expense is primarily due to more accounts
and additional ATM usage. The offsetting decrease in other expense is
primarily related to lower credit card expenses.

     Net income increased $90,000 or 9.5% as compared to the same period of
2000. This increase was primarily due to the increase in the net interest
income and the non-interest income more than offsetting the increase in the
provision for loan losses and the increase in non-interest expense.

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

     Total interest and dividend income for the first nine months of 2001
increased $631,000 or 3.6% from the corresponding period in 2000, while total
interest expense increased $134,000 or 1.5% from the corresponding period in
2000. Net interest income increased $497,000 or 5.7% from the corresponding
period of 2000. This increase is due to overall growth in loans and
investments, partially offset by deposit growth and a small decrease in the
net interest margin to 3.97% for the first nine months of 2001 compared to
4.01% for the same period of 2000.

     The increase in interest and fees on loans of $485,000 or 4.3% from the
corresponding period of 2000 is primarily due to the growth in average
outstandings of commercial and consumer loans totaling approximately $14.8
million over the same period of 2000. This was partially offset by a
reduction in the average outstandings of residential mortgage loans of $2.6
million.

     The increase in interest on securities available for sale of $276,000 is
largely due to an increase of $6.6 million in the average outstanding balance
of available for sale securities compared to the first nine months of 2000.
The increase is attributed to the Company's strategy of deploying excess cash
from deposit growth and borrowed funds into the securities available for sale
portfolio.

     The decrease in interest income on federal funds sold of $58,000 is
primarily attributed to the decrease in the average rate earned during the
first nine months of 2001 to 4.35% as compared to 6.11% for the same period
of 2000. Increased volume of $0.4 million partially offset the effect of
lower rates in 2001.

     The increase in interest expense of $134,000 for the first nine months
of 2001 as compared to the same period of 2000 is primarily related to the
increase in the average balance of borrowings from the Federal Home Loan Bank
($16.8 million) in 2001. Average interest bearing deposits also increased
$4.0 million as compared to the first nine months of 2000. These increases
were partially offset by a decline of 24 basis points in the average rate
paid on total interest bearing liabilities.

                                     -9-

<PAGE>

     The provision for loan losses increased $236,000 from the corresponding
period in 2000 to $395,000. Net charge-offs increased to $614,000 in the
current nine month period as compared to $107,000 in the prior year period.
The increase in the net charge-offs was primarily due to one commercial loan
customer totaling $300,000. Non-performing loans decreased from $1,146,000 at
December 31, 2000 to $677,000 at September 30, 2001, a decrease of $469,000
primarily reflecting one large commercial loan charge-off of $300,000 in the
first nine months of 2001. 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, 2001 and 2000. The allowance for loan losses as a percent of
net loans outstanding was 1.28% at September 30, 2001 as compared to 1.47% at
December 31, 2000 and 1.49% at September 30, 2000.

     Non-interest income increased $403,000 or 31.4% from the corresponding
period of 2000. This increase was primarily due to the acquisition of
Hathaway Agency, Inc. as of July 1, 2000 and the recording of $617,000 in
insurance commission income for the first nine months of 2001 compared to
$103,000 for the same period of 2000. Increases were also recorded in deposit
account service charges and fiduciary fees. These increases were partially
offset by lower merchant credit card sales fees.

     Non-interest expense increased $378,000 or 6.5% from the corresponding
period of 2000 due primarily to increases in salaries and employee benefits,
occupancy expense, furniture and equipment expense and external data
processing expense. The higher salaries and employee benefits were due to the
acquisition of Hathaway Agency, Inc. during the third quarter of 2000 and
normal salary adjustments. Occupancy expense also increased over the prior
year period due to the Hathaway addition, utility costs and maintenance and
repairs of real estate. Higher furniture and equipment expense is due to
increased maintenance costs. The higher external data processing expense is
due to more accounts and additional ATM usage.

     Net income increased $183,000 or 6.4% as compared to the same period of
2000. This increase was primarily due to the increase in the net interest
income and the non-interest income more than offsetting the increase in the
provision for loan losses and the increase in non-interest expense.

                                     -10-

<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, 2001 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                14,792                 3.4%
     +100                14,591                 2.0
        0                14,306                 0.0
     -100                13,879                (3.0)
     -200                12,990                (9.2)

     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, 2001, 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, 2001 was 5.63% 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.

                                     -11-

<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 duly authorized.

                                   CNB BANCORP, INC.



November 5, 2001                   By /s/ William N. Smith
----------------                   --------------------------------
      Date                         William N. Smith
                                   Chairman of the Board, President
                                   and Chief Executive Officer



November 5, 2001                   By /s/ George A. Morgan
----------------                   --------------------------------
      Date                         George A. Morgan
                                   Vice President and Secretary
                                   (Principal Financial Officer)





























                                     -12-