CNB BANCSHARES INC
SC 13G, 1999-02-12
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. 8) *

                          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 this 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
                                  2,184,403

  NUMBER OF               6    SHARED VOTING POWER
   SHARES                            56,543
BENEFICIALLY
  OWNED BY                7    SOLE DISPOSITIVE POWER
    EACH                          2,650,547
 REPORTING
   PERSON                 8    SHARED DISPOSITIVE POWER
                                    127,044

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                    3,095,472

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

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                    8.72%

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, Senior 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 8, 1999
                         --------------------------------------
                         Date


                         /s/  Douglas K. Wurmnest
                         --------------------------------------
                         Douglas K. Wurmnest, Senior 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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