CNB BANCSHARES INC
SC 13G, 1998-02-17
NATIONAL COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        
                                        
                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No.7)*
                                        
                              CNB Bancshares, Inc.                         
                                (Name of Issuer)
                                        
                                  Common Stock
                         (Title of Class of Securities)
                                        
                                    126126101
                                 (CUSIP Number)
                                        
                                        
Check  the following box if a fee is being paid with his statement [ ].  (A  fee
is  not required only if the filing person: (1) has a previous statement on file
reporting  beneficial  ownership of more than  five  percent  of  the  class  of
securities  described  in  Item  1; and (2) has filed  no  amendment  subsequent
thereto  reporting beneficial ownership of five percent or  less of such class.)
(See Rule 13d-7).

*  The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment containing information  which  would  alter  the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to  be  "filed" for the purpose of Section 18 of the Securities Exchange Act  of
1934 ("Act") or otherwise subject to the liabilities of that section of the  Act
but  shall  be  subject  to all other provisions of the Act  (however,  see  the
Notes).
                                        
                                  Page 1 of  5


CUSIP No. 126126101                  13G                           Page 2 of 5

   1   NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
            CNB Bancshares, Inc.
            35-1568731

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                     (a) [ ]
                                     (b) [ ]

   3   SEC USE ONLY

   4   CITIZENSHIP OR PLACE OF ORGANIZATION
            Incorporated in the State of Indiana


                    5  SOLE VOTING POWER
                        1,743,726

        NUMBER OF   6  SHARED VOTING POWER
         SHARES         104,400
       BENEFICIALLY
        OWNED BY
          EACH      7  SOLE DISPOSITIVE POWER
        REPORTING       2,197,230
         PERSON

                    8  SHARED DISPOSITIVE POWER
                        200,000
                        
                        
   9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                 2,619,822


   10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                    [ ]


   11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                 12.84%


   12  TYPE OF REPORTING PERSON*
                 HC (Parent Holding Company)


                * SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                                   Page 3 of 5

          Item 1(a).  Name of Issuer:

                         See Item 1 on page 2

          Item 1(b).  Address of Issuer's Principal Executive Offices:

                         20 N.W. Third Street
                         Evansville, IN 47739-0001

          Item 2(a).  Name of Person Filing:

                         See Item 1 on page 2

          Item 2(b).  Address of Principal Business Office, or if none, 
                      Residence:

                         See Item 1(b) above

          Item 2(c).  Citizenship:

                         An Indiana Corporation

          Item 2 (d)  Title of Class of Securities:

                         Common Stock

          Item 2(e).  CUSIP Number:

                         126126101

          Item 3.     If this statement is filed pursuant to Rules 13d1-(b),
                      or 13d2-(b), check whether the person filing is a ....
            
                         (g) [x]    Parent Holding Company

          Item 4.     Ownership:
                      (a)  Amount Beneficially Owned:
                                 See Item 9 on page 2
                      (b) Percent of Class:
                                 See Item 11 on page 2
                      (c) Number of shares as to which such person has:
                         (1) sole power to vote or to direct the vote:
                                 See Item 5 on page 2
                         (2) shared power to vote or to direct the vote:
                                 See Item 6 on page 2



                                                                   Page 4 of 5


                         (3) sole power to dispose or to direct the disposition
                             of:
                                 See Item 7 on page 2
                         (4)  shared power to dispose or to direct the
                              disposition of:
                                 See Item 8 on page 2
                         
          Item 5.   Ownership of Five Percent or Less of a Class:
                         Not applicable

          Item 6.   Ownership of More than Five Percent on Behalf of Another
                    Person:

                         Not applicable

          Item 7.   Identification and Classification of the Subsidiary Which
                    Acquired the Security Being Reported on By the Parent
                    Holding Company.
            
                           CNB Bancshares, Inc. itself holds no shares as record
                    owner.  However, subsidiaries of CNB Bancshares, Inc. hold
                    shares in various fiduciary capacities and, by virtue of
                    sole or shared voting or investment power in respect of such
                    shares, are deemed to own them beneficially.  As parent
                    of its subsidiary, CNB Bancshares, Inc. may be deemed to
                    share voting power or investment power, or both, as to all
                    shares beneficially owned by those subsidiaries and
                    therefore may be deemed a beneficial owner of all such
                    shares. All subsidiaries of CNB Bancshares, Inc. that are
                    being reported on by the holding company are classified as
                    "Banks (BK)".
            
          Item 8.   Identification and Classification of Members of the Group:
                         Not applicable

          Item 9.   Notice of Dissolution of Group:

                         Not applicable


                                                                   Page 5 of 5

Item 10. Certification:

                   By signing below I certify that, to the best of my knowledge
            and belief, the securities referred to above were acquired in the
            ordinary course of business and were not acquired for the purpose
            of and do not have the effect of changing or influencing the
            control of the issuer of such securities and were not acquired in
            connection with or as a participant in any transaction having such
            purposes or effect.
            
           
            /s/  DOUGLAS K. WURMNEST
            ____________________________
            Douglas K. Wurmnest, Vice President
            CNB Bancshares, Inc.
            

                 After the reasonable inquiry and to the best of my knowledge
            and belief, I certify that the information set forth in this
            statement is true, complete and correct.
            
            February 13, 1998
            ____________________________
            Date


            /s/  DOUGLAS K. WURMNEST
            ____________________________
            Douglas K. Wurmnest, Vice President
            CNB Bancshares, Inc.
            
            
     NOTE:  Six copies of this statement, including all exhibits, should be
            filed with the Commission.

     Attention:  Intentional misstatement or omissions of fact constitute
                 Federal criminal violations (See 18 U.S.C. 1001).



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