CNB BANCSHARES INC
8-A12B, 1996-04-01
STATE COMMERCIAL BANKS
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                                   FORM 8-A

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                         _____________________________

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                         _____________________________

                             CNB BANCSHARES, INC.
            (Exact name of registrant as specified in its charter)
 
 
                Indiana                                        35-1568731
- ----------------------------------------                 -----------------------
(State of incorporation or organization)                 (IRS Employer I.D. No.)
 
   20 N.W. Third Street, Evansville, Indiana                      47739
- --------------------------------------------------------------------------------
   (Address of principal executive officers)                    (Zip Code)
 
     If this Form relates to the registration of a class of debt securities and
     is effective upon filing pursuant to General Instruction A(c)(1) please
     check the following box.   [ ]

     If this Form relates to the registration of a class of debt securities and
     is to become effective simultaneously with the effectiveness of a
     concurrent registration statement under the Securities Act of 1993 pursuant
     to General Instruction A(c)(2) please check the following box.   [ ]

                        _______________________________

       Securities to be registered pursuant to Section 12(b) of the Act:

                                             Name of each Exchange on
               Title of each class               which registered
               -------------------               ----------------

                  Common Stock                 New York Stock Exchange
               -------------------             -----------------------

       Securities to be registered pursuant to Section 12(g) of the Act:

                                     None
                                --------------
                               (Title of Class)

- --------------------------------------------------------------------------------
<PAGE>
 
                INFORMATION REQUIRED IN REGISTRATION STATEMENT



ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

The information set forth under the caption "DESCRIPTION OF CNB's CAPITAL STOCK"
and "COMPARISON OF SHAREHOLDER RIGHTS" (but only the portions thereof under the
sub-caption "CNB") included in the Prospectus/Proxy Statement which forms part
of the Form S-4 Registration Statement No. 333-01543 originally filed with the
Securities and Exchange Commission on March 7, 1996, is incorporated herein by
reference.

ITEM 2.  EXHIBITS

In accordance with Part II under "Instructions as to Exhibits" for the Form 8-A,
the exhibits described therein shall be filed with each copy of this
Registration Statement filed with New York Stock Exchange and, accordingly, such
exhibits are neither filed herewith nor incorporated herein by reference.


                                   SIGNATURE

       Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                           CNB BANCSHARES, INC.

                                                 /s/ John R. Spruill
                                           By:_________________________________
                                                John R. Spruill
                                                Executive Vice President and
                                                Chief Financial Officer


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