CNB CORP /SC/
10-Q, 1995-11-13
NATIONAL COMMERCIAL BANKS
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                                   FORM 10-Q

                         SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C.  20549


   Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act 
                                    of 1934

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES      
    EXCHANGE ACT OF 1934


For the quarterly period ended     September 30, 1995                       
                  
                                        OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
    EXCHANGE ACT  OF 1934

For the transition period from                        to                    

                            ___________________

For Quarter Ended September 30, 1995    Commission file number:  2-96350    


                                  CNB Corporation                           
               (Exact name of registrant as specified in its charter)


South Carolina                                57-0792402                    
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification No.)

P.O. Box 320, Conway, South Carolina          29526                         
  (Address of principal executive offices)        (Zip Code)


(Registrant's telephone number, including area code):  (803) 248-5721       


      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    . 


The number of shares outstanding of the issuer's  $10.00 par value common
stock as of September 30, 1995 was 477,339.


<PAGE>                               

CNB Corporation
                                                                        Page

PART I.    FINANCIAL INFORMATION    


Item 1.    Financial Statements:

           Consolidated Balance Sheets as of September 30, 1995,           1 
           December 31, 1994 and September 30, 1994                         
     
           Consolidated Statement of Income for the Three Months           2
           and Nine Months Ended September 30, 1995 and 1994                
                   
           Consolidated Statement of Changes in Stockholders'              3
           Equity for the Nine Months Ended September 30, 1995    
           and 1994                                                         
 
           Consolidated Statement of Cash Flows for the Nine Months        4
           Ended September 30, 1995 and 1994                                
     
           Notes to Consolidated Financial Statements                   5-12 

Item 2.    Management's Discussion and Analysis of Financial           13-22
           Condition and Results of Operations                              

PART II.   OTHER INFORMATION          

Item 6.    Exhibits and Reports on Form 8-K                               22


SIGNATURE                                                                 23













<PAGE>
                         CNB Corporation and Subsidiary
                          Consolidated Balance Sheets
             (All Dollar Amounts, Except Per Share Data, in Thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                        Sept. 30,  December 31, Sept. 30,   
                                          1995        1994         1994
ASSETS:
<S>                                      <C>        <C>        <C>     
    Cash and due from banks              $ 13,304   $ 14,552   $  11,240
    Interest bearing deposits with banks        0          0           0
    Investment Securities                  80,429     83,094      83,211
      (Fair values of $80,363 at
       September 30, 1995, $79,429 at
       December 31, 1994, and $81,125      
       at September 30, 1994)                                               
    Securities Available for Sale          51,169     43,635      42,804
      (Amortized cost of $50,866 at                                         
       September 30, 1995, $44,615 at
       December 31, 1994, and $43,288
       at September 30, 1994)
    Federal Funds sold and securities 
       purchased under agreement 
       to resell                           24,400      3,125      14,375
    Loans:
       Gross Loans                        151,406    145,594     143,746
       Less unearned income                (1,093)    (1,231)     (1,199)
         Loans, net of unearned income    150,313    144,363     142,547 
       Less reserve for possible  
          loan losses                      (2,295)    (2,220)     (2,159)   
       Net loans                          148,018    142,143     140,388
    Bank premises and equipment             7,279      5,310       5,478
    Other assets                            5,608      5,261       5,495    
    Total assets                          330,207    297,120     302,991  
LIABILITIES AND STOCKHOLDERS' EQUITY:
    Deposits:
       Non-interest bearing                48,989     40,986      42,616    
    Interest-bearing                      202,628    193,207     195,019    
      Total deposits                      251,617    234,193     237,635 
    Federal funds purchased and 
       securities sold under agreement 
       to repurchase                       40,861     29,236      32,938
    Other short-term borrowings             3,195      2,494       1,325    
 Obligations under mortgages and 
       capital leases                          13         18          21
    Other liabilities                       2,052      2,302       1,558
    Minority interest in subsidiary            23         20          21    
      Total liabilities                   297,761    268,263     273,498    
 Stockholders' equity:
       Common stock, par value $10 per
       share:  Authorized 500,000;
       issued 479,093 shares                4,791      4,791       4,791
       Surplus                             15,666     15,659      15,658
       Undivided Profits                   11,938      9,107       9,468
       Net Unrealized Holding                 182       (588)       (290)
        Gains (Losses) on                          
        Available-For-Sale Securities               
         Less:  Treasury stock               (131)      (112)       (134)
            Total stockholders' equity     32,446     28,857      29,493    
         Total liabilities 
             and stockholders' equity     330,207    297,120     302,991 

</TABLE>                                     1 
<PAGE>
                        CNB Corporation and Subsidiary
                       Consolidated Statement of Income
         (All Dollar Amounts, Except Per Share Data, in Thousands)
                                 (Unaudited)
<TABLE>
<CAPTION>                                                                              
                                                 Three Months Ended  Nine Months Ended 
                                                     September 30,      September 30,
                                                 1995          1994  1995          1994
Interest Income:                                                             
<S>                                              <C>       <C>       <C>       <C> 
  Interest and fees on loans                     $  3,564   $ 3,263  $ 10,676  $  9,048
  Interest on investment securities:   
    Taxable investment securities                   1,710     1,545     4,942     4,628
    Tax-exempt investment securities                  220       235       670       739
    Other securities                                    0         0         3         3
  Interest on federal funds sold and securities 
    purchased under agreement to resell               286       171       624       406
      Total interest income                         5,780     5,214    16,915    14,824
Interest Expense:
  Interest on deposits                              2,091     1,665     5,910     4,613
  Interest on federal funds purchased and
    securities sold under agreement to 
    repurchase                                        500       300     1,482       909
  Interest on other short-term borrowings              28        12        65        32
  Interest on obligation under mortgages and 
    capital leases                                      0         0         0         1 
     
      Total interest expense                        2,619     1,977     7,457     5,555
Net interest income                                 3,161     3,237     9,458     9,269
Provision for possible loan losses                     25        60       105       160 
    
Net interest income after provision for 
  possible loan losses                              3,136     3,177     9,353     9,109
Other income: 
  Service charges on deposit accounts                 434       432     1,334     1,390
  Gains/(Losses) on securities                         (1)        0        25       (25)
  Other operating income                              311       278       669       692
      Total other income                              744       710     2,028     2,057
 
Other expenses:
  Minority interest in income of subsidiary             1         1         2         2
  Salaries and employee benefits                    1,364     1,284     4,128     3,874
  Occupancy expense                                   367       364     1,104     1,053
  Other operating expenses                            597       713     2,001     1,974
      Total operating expenses                      2,329     2,362     7,235     6,903
Income before income taxes                          1,551     1,525     4,146     4,263
  Income tax provision                                486       468     1,315     1,359
Net Income                                          1,065     1,057     2,831     2,904 
     
  Per share data: 
  Net income per weighted average shares
    outstanding                                  $   2.23  $   2.22  $   5.92  $   6.10
  Cash dividend paid per share                   $      0  $      0  $      0  $      0
  Book value per actual number of shares
    outstanding                                  $  67.97  $  61.83  $  67.97  $  61.83
  Weighted average number of shares outstanding   477,945   476,117   477,945   476,117 
              
  Actual number of shares outstanding             477,339   476,987   477,339   476,987
</TABLE>

                                    2
<PAGE>
                  CNB Corporation and Subsidiary
     Consolidated Statement of Changes in Stockholders' Equity
                     (All Dollar Amounts in Thousands)
                               (Unaudited)
<TABLE>
<CAPTION>
                                                     Nine Months Ended      
                                                       September 30,        
                                                     
                                                      1995         1994     
<S>                                                 <C>          <C>
Common Stock:  
($10 par value; 500,000 shares authorized)                  
Balance, January 1                                   4,791        3,994    
Issuance of Common Stock                              None         None
Stock Dividend                                        None          797 
Balance at end of period                             4,791        4,791  


Surplus:
Balance, January 1                                  15,659       11,338
Issuance of Common Stock                              None         None
Stock Dividend                                        None        4,306 
Gain on sale of treasury stock                           7           14  
Balance at end of period                            15,666       15,658 


Undivided profits:
Balance, January 1                                   9,107       11,678
Net Income                                           2,831        2,904 
Stock Dividend                                        None       (5,114)
Cash dividends declared                               None         None  
Balance at end of period                            11,938        9,468 


Net unrealized holding gains/(losses) on
available-for-sale securities:
Balance, January 1                                    (588)           0     
Change in net unrealized gains/(Losses)                770         (290)
Balance at end of period                               182         (290)


Treasury stock:
Balance, January 1                                    (112)        (190)
Purchase of treasury stock                            (111)        (379) 
Reissue of treasury stock                               92          435  
Balance at end of period                              (131)        (134) 

                                                                        
Total stockholders' equity                          32,446       29,493  
</TABLE>

Note:  Columns may not add due to rounding.



                                     3
<PAGE>
                        CNB CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>   
                                 For the nine-month period ended Sept. 30,  
                                                      1995        1994  
<S>                                                 <C>         <C>
OPERATING ACTIVITIES                
  Net income                                        $ 2,831     $ 2,904
  Adjustments to reconcile net income to
    net cash provided by operating activities
    Depreciation                                        493         382
    Provision for loan losses                           105         160
    Provision for deferred income taxes                 511         159 
    Loss (gain) on sale of investment 
     securities                                          25         (25)
    (Increase) decrease in accrued interest 
     receivable                                        (285)       (277)
    (Increase) decrease in other assets                (257)       (330)
    (Decrease) increase in other liabilities           (191)       (770) 
    Increase in minority interest in 
     subsidiary                                           3           2  
        Net cash provided by operating
          activities                                  3,235       2,205 
INVESTING ACTIVITIES
  Proceeds from sale of investment securities
   available for sale                                 5,117       8,000
  Proceeds from maturities of investment 
   securities held to maturity                        2,230       1,365 
  Proceeds from maturities of investment
   securities available for sale                      5,000       9,525
  Purchase of investment securities held to                                 
   maturity                                            (470)    (10,594)
  Purchase of investment securities 
   available for sale                               (15,463)    (18,325)
  Decrease (increase) in interest-bearing
    deposits in banks                                     0           0
  (Increase) decrease in federal funds sold         (21,275)         25
  (Increase) decrease in loans                       (5,950)    (10,813)
  Premises and equipment expenditures                (2,462)       (843)
        Net cash provided by (used for)
          investing activities                      (33,273)    (21,660)
FINANCING ACTIVITIES
  Dividends paid                                       (955)       (794)
  Increase (Decrease) in deposits                    17,424      18,333
  (Decrease) increase in securities sold
    under repurchase agreement                       11,625       1,119
  (Decrease) increase in other 
    short-term borrowings                               701      (1,167)
  Increase (decrease)in obligation under 
   mortgages and capital leases                          (5)         (6)
        Net cash provided by (used for)
          financing activities                       28,790      17,485  
        Net increase (decrease) in cash
          and due from banks                         (1,248)     (1,970)
CASH AND DUE FROM BANKS, BEGINNING OF YEAR           14,552      13,210 
CASH AND DUE FROM BANKS, SEPT. 30, 1995 AND 1994    $13,304     $11,240  
CASH PAID (RECEIVED) FOR:
  Interest                                          $ 7,343     $ 5,781   
  Income taxes                                      $ 1,206     $ 1,265 
</TABLE>                            4 
<PAGE>
CNB CORPORATION AND SUBSIDIARY (The "Corporation")

CNB CORPORATION (The "Parent")

THE CONWAY NATIONAL BANK (The "Bank")


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All Dollar Amounts in Thousands)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                                                                  
  Net income per share - Net income per share is computed on the basis of the
  weighted average number of common shares outstanding, 477,945 for the nine- 
  month period ended September 30, 1995 and 476,117 for the nine-month period 
  ended September 30, 1994.
            

NOTE 2 - RESTRICTIONS ON CASH AND DUE FROM BANKS

  The Bank is required to maintain average reserve balances either at the   
  Bank or on deposit with the Federal Reserve Bank.  The average amount of  
  these reserve balances for the nine-month period ended September 30, 1995 
  and for the years ended December 31, 1994 and 1993 were approximately     
  $4,395, $3,988, and $3,592, respectively.

































                                     5
<PAGE>
NOTE 3 - INVESTMENT SECURITIES

Investment securities with a par value of approximately $68,288 at September
30, 1995 and $50,615 at December 31, 1994 were pledged to secure public
deposits and for other purposes required by law.

The following summaries reflect the book value, unrealized gains and losses, 
approximate market value, and tax-equivalent yields of investment securities
at September 30, 1995 and at December 31, 1994.     
<TABLE>     
<CAPTION>
                                            September 30, 1995                         
                             Book   Unrealized Holding     Fair    
                             Value  Gains       Losses     Value      Yield(1)
<S>                        <C>      <C>         <C>         <C>         <C>
AVAILABLE FOR SALE
  United States Treasury                                                        
   Within one year         $ 7,978  $   10      $   21      $ 7,967      6.02%
   One to five years        29,375     417          86       29,706      6.37          
                            37,353     427         107       37,673      6.30   
  Federal agencies
   Within one year             447       5           0          452      7.98
   One to five years        10,874       8          28       10,854      6.19
   Five to ten years           471       3           0          474      6.45
   After ten years             978       0          20          958      6.32          
                            12,770      16          48       12,738      6.27 
  State, county and      
  municipal                                                                
   Within one year             301       0           0          301     12.45
   One to five years           326      15           0          341      7.85 
                               627      15           0          642     10.05 
  Other Securities(Equity)     116       0           0          116       -     
  Total available for sale $50,866  $  458      $  155      $51,169      6.34%         
        
HELD TO MATURITY               
  United States Treasury                 
   Within one year          14,151      11          55       14,107      5.14%
   One to five years        44,229     231         564       43,896      5.57 
                            58,380     242         619       58,003      5.47 
  Federal agencies
   Within one year           2,998      41           0        3,039      8.09%
   One to five years         5,990      41          82        5,949      5.93 
                             8,988      82          82        8,988      6.65 
  State, county and        
  municipal
   Within one year           1,775      11           1        1,785     10.15%
   One to five years         6,696     295          18        6,973      8.91
   Six to ten years          4,343     106          80        4,369      7.57 
   After ten years             247       0           2          245      7.70 
                            13,061     412         101       13,372      8.61 
   Total held to maturity  $80,429  $  736      $  802      $80,363      6.11%         
</TABLE>      
(1) Tax equivalent adjustment based on a 34% tax rate.
          
As of the quarter ended September 30, 1995, the Bank did not hold any
securities of an issuer that exceeded 10% of stockholders' equity. The net
unrealized holding gains/(losses) on available-for-sale securities component
of capital is $182 as of September 30, 1995.

                                     6
<PAGE>
NOTE 3 - INVESTMENT SECURITIES (Continued)


<TABLE>     
<CAPTION>
                                                     1994                              
                             Book      Unrealized Holding    Fair     
                             Value       Gains    Losses     Value   Yield(1)
  
<S>                         <C>        <C>      <C>         <C>         <C>
AVAILABLE FOR SALE
  United States Treasury                                                    
   Within one year          $ 4,985    $    -   $     9     $ 4,976      6.93%
   One to five years         31,304         -       944      30,360      6.34 
                             36,289         -       953      35,336      6.42 
  Federal agencies
   Within one year            4,006        11         2       4,015      7.31 
   One to five years          2,523        12         2       2,533      6.62
    After ten years           1,051         -        60         991      5.26 
                              7,580        23        64       7,539      6.80  
  State, county and      
  municipal                                                                
   Within one year              303         7         -         310     12.45
   One to five years            326         7         -         333      7.85 
                                629        14         -         643     10.05          
                                                                     
  Total available for sale  $44,498    $   37   $ 1,017     $43,518      6.53%         
        
HELD TO MATURITY               
  United States Treasury                 
   One to five years         58,668         6     3,131      55,543      5.46          
                         
  Federal agencies
   Six to ten years           8,995        12       359       8,648      6.65%         
                                                                    
                                                                               
  State, county and        
  municipal                                                                 
   Within one year            2,932        39         1       2,970     11.64
   One to five years          5,611       101        54       5,658      9.10
   Six to ten years           6,888        66       344       6,610      7.73 
                             15,431       206       399      15,238      8.97 
   Total held to maturity   $83,094    $  224   $ 3,889     $79,429      6.25%         
</TABLE>         
(1) Tax equivalent adjustment based on a 34% tax rate.
          
    As of the quarter ended December 31, 1994, the Bank did not hold any    
    securities of an issuer that exceeded 10% of stockholders' equity. The  
    net unrealized holding gains/(losses) on available-for-sale securities
    component of capital is $(588) as of December 31, 1994.










                                     7
<PAGE>
NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES

     The following is a summary of loans at September 30, 1995 and December
31, 1994 by major classification:
<TABLE>
<CAPTION>
                                          September 30,       December 31,
                                             1995                  1994     
<S>                                       <C>                   <C>
Real estate loans - mortgage              $   96,729            $  89,728
                  - construction               5,156                6,328
Commercial and industrial loans               20,912               17,472
Loans to individuals for household,      
  family and other consumer expenditures      27,078               30,700
Agriculture                                    1,251                1,180
All other loans, including overdrafts            280                  186  
     Gross loans                             151,406              145,594  
       Less unearned income                   (1,093)              (1,231) 
       Less reserve for loan losses           (2,295)              (2,220)
         Net loans                           148,018              142,143  
</TABLE>       





































                                    8 
<PAGE>
NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES, continued

     Changes in the reserve for loan losses for the quarter ended and nine-
month period ended September 30, 1995 and the year ended December 31, 1994
are summarized as follows:
<TABLE>
<CAPTION>
                                             Quarter Ended   Nine Months Ended  December 
                                             September 30,     September 30,       31,
                                            1995        1994  1995        1994    1994 
<S>                                         <C>      <C>      <C>      <C>      <C>
Balance, beginning of period                $ 2,327  $ 2,124  $ 2,220  $ 2,170  $ 2,170
Charge-offs:
   Commercial, financial, and agricultural       63       34      120       64      122
   Real Estate - construction and mortgage        0        0        3       42       57
   Loans to individuals                          57       76      201      117      277
       Total charge-offs                    $   120  $   110  $   324  $   223  $   456
Recoveries:
   Commercial, financial, and agricultural  $    31  $    24  $   145  $    28  $    58
   Real Estate - construction and mortgage       10       11       22       19       35
   Loans to individuals                          22       20      127       55      118
       Total recoveries                     $    63  $    55  $   294  $   102  $   211
Net charge-offs/(recoveries)                $    57  $    55  $    30  $   121  $   245
Additions charge to operations              $    25  $    80  $   105  $   100  $   295
Balance, end of period                      $ 2,295  $ 2,149  $ 2,295  $ 2,149  $ 2,220 
                

Ratio of net charge-offs during the period 
 to average loans outstanding during the                                               
 period                                         .04%     .04%     .02%     .07%     .17% 

</TABLE>
The entire balance is available to absorb future loan losses.

At September 30, 1995 and December 31, 1994 loans on which no interest was
being accrued totalled approximately $559 and $1,062, respectively and
foreclosed real estate totalled $0 and $0, respectively.


NOTE 5 - PREMISES AND EQUIPMENT

     Property at September 30, 1995 and December 31, 1994 is summarized as
follows:    

                                    September 30,      December 31, 
                                       1995                1994        

Land and buildings                   $  6,069           $  6,250
Furniture, fixtures and equipment       4,898              4,653
Construction in progress                2,602                316
                                     $ 13,569           $ 11,219
                               
Less accumulated depreciation and
   amortization                         6,290              5,909
                                     $  7,279           $  5,310

     Depreciation and amortization of bank premises and equipment charged to
operating expense was $173 and $493 for the quarter ended and the nine month
period ended September 30, 1995, respectively and $623 for the year ended
December 31, 1994.                                                          
                     

                                     9
<PAGE>
NOTE 6 - CERTIFICATES OF DEPOSIT IN EXCESS OF $100,000

     At September 30, 1995 and December 31, 1994, certificates of deposit of
$100,000 or more included in time deposits totaled approximately $23,795 and
$21,008 respectively.  Interest expense on these deposits was approximately
$318 and $834 for the quarter ended and the nine-month period ended September
30, 1995 and $750 for the year ended December 31, 1994. 

NOTE 7 - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

     At September 30, 1995 and December 31, 1994, securities sold under
repurchase agreements totaled approximately $40,861 and $29,236.  U.S.
Government securities with a book value of $52,273 ($52,139 market value) and
$35,875 ($34,249 market value), respectively, are used as collateral for the
agreements.  The weighted-average interest rate of these agreements was 5.15
percent and 4.29 percent at September 30, 1995 and December 31, 1994.   

NOTE 8 - LINES OF CREDIT 

     At September 30, 1995, the Bank had unused short-term lines of credit to
purchase Federal Funds from unrelated banks totaling $17,000.  These lines of
credit are available on a one to seven day basis for general corporate
purposes of the Bank.  All of the lenders have reserved the right to withdraw
these lines at their option. 

     The Bank has a demand note through the U.S. Treasury, Tax and Loan
system with the Federal Reserve Bank of Richmond.  The Bank may borrow up to
$5,000 under the arrangement at a variable interest rate.  The note is
secured by U.S. Treasury Notes with a market value of $5,959 at September 30,
1995.  The amount outstanding under the note totaled $3,195 and $2,494 at
September 30, 1995 and December 31, 1994, respectively.

NOTE 9 - INCOME TAXES 

     Income tax expense for the quarter ended September 30, 1995 and
September 30, 1994 on pretax income of $1,551 and $1,525 totalled $486 and
$468 respectively.  Income tax expense for the nine-month period ended
September 30, 1995 and September 30, 1994 on pretax income of $4,146 and
$4,263 totalled $1,315 and $1,359 respectively.  The provision for federal
income taxes is calculated by applying the 34% statutory federal income tax
rate and increasing or reducing this amount due to any tax-exempt interest,
state bank tax (net of federal benefit), business credits, surtax exemption,
tax preferences, alternative minimum tax calculations, or other factor.  A
summary of income tax components and a reconciliation of income taxes to the
federal statutory rate is included in fiscal year-end reports.

     Effective January 1, 1992, the Company adopted the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes".  SFAS 109 replaces SFAS 96 beginning in 1993, with early
implementation permitted.  The impact of the adoption of SFAS 109 is not
considered to be material.
                  
                    





   




                                    10
<PAGE>
NOTE 10 - COMMITMENTS AND CONTINGENT LIABILITIES  
 
     From time to time the bank subsidiary is a party to various litigation,
both as plaintiff and as defendant, arising from its normal operations.  No
material losses are anticipated in connection with any of these matters at
September 30, 1995.                                                         
                                                       
     Also, in the normal course of business, the bank subsidiary has
outstanding commitments to extend credit and other contingent liabilities,
which are not reflected in the accompanying financial statements.  At
September 30, 1995, commitments to extend credit totalled $13,290; financial
standby letters of credit totalled $772; and performance standby letters of
credit totalled $700.  In the opinion of management, no material losses or
liabilities are expected as a result of these transactions. 
                                        
NOTE 11 - EMPLOYEE BENEFIT PLAN                                             
                                                                            
     The Bank has a defined contribution pension plan covering all employees
who have attained age twenty-one and have a minimum of one year of service. 
Upon ongoing approval of the Board of Directors, the Bank matches one-hundred
percent of employee contributions up to one percent of employee salary
deferred and fifty percent of employee contributions in excess of one percent
and up to six percent of salary deferred.  The Board of Directors may also
make discretionary contributions to the Plan.  For the three-month and nine
month period ended September 30, 1995 and years ended December 31, 1994, 1993
and 1992, $33, $186, $295, $273, and $218, respectively, was charged to
operations under the plan.

NOTE 12 - REGULATORY MATTERS

     The Bank is subject to various regulatory capital requirements
administered by the federal banking agencies.  Failure to meet minimum
capital requirements can initiate certain mandatory -and possibly additional
discretionary - actions by regulators that, if undertaken, could have a
direct material effect on the financial statements.  The regulations require
the Bank to meet specific capital adequacy guidelines that involve
quantitative measures of assets, liabilities, and certain off-balance-sheet
items as calculated under regulatory accounting practices.  The capital
classification is also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.

     Quantitative measures established by regulation to ensure capital
adequacy require the maintenance of minimum amounts and ratios (set forth in
the table below) of Tier I capital to adjusted total assets (Leverage Capital
ratio) and minimum ratios of Tier I and total capital to risk-weighted
assets.  To be considered adequately capitalized under the regulatory
framework, the Bank must maintain minimum Tier I leverage, Tier I risk-based
and total risked-based ratios as set forth in the table.  The Bank's actual
capital ratios are presented in the table below as of September 30, 1995:

                                          Conway National Bank          
                                                  Ratios           
                                       Required                    
                                       Minimum             Actual   

    Tier I Leverage Capital             4.0%                 9.3%

    Tier I Risk-based Capital           4.0%                19.1%

    Total Risk-based Capital            8.0%                20.4%

                                    11 
<PAGE>
NOTE 13 - CONDENSED FINANCIAL INFORMATION

     Following is condensed financial  information of CNB Corporation (parent
company only):
                               CONDENSED BALANCE SHEET
                                  SEPTEMBER 30, 1995
                                      (Unaudited)
ASSETS
   Cash                                                          $  1,375
   Investment in subsidiary                                        30,789
   Fixed assets                                                       245
   Other assets                                                        37 
                                                                 $ 32,446

LIABILITIES AND STOCKHOLDERS' EQUITY
   Other liability                                               $      0
   Stockholders' equity                                            32,446 
                                                                 $ 32,446

                           CONDENSED STATEMENT OF INCOME
              For the nine-month period ended September 30, 1995            
                                     (Unaudited)

EQUITY IN NET INCOME OF SUBSIDIARY                               $  2,848
OTHER INCOME                                                            2
OTHER EXPENSES                                                        (19)
   Net Income                                                    $  2,831




































                                    12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Management's Discussion and Analysis is provided to afford  a  clearer 
understanding of the major elements of the corporation's results of
operations, financial condition, liquidity,and capital resources. The
following discussion should be read in conjunction with the corporation's
financial statements and notes thereto and other detailed information
appearing elsewhere in this report.  In addition,  the  results of operations
for the interim periods shown in this report are not necessarily indicative
of results to be expected for the fiscal year.  In the opinion of management,
the information contained herein reflects all adjustments necessary to make
the results of operations for the interim periods a fair statement of such
operations.  All such adjustments are of a normal recurring nature.

DISTRIBUTION OF ASSETS AND LIABILITIES

The Company maintains a conservative  approach in determining the
distribution of assets and liabilities.  Loans, net of unearned income, have 
increased 5.4% from $142,547 at September 30, 1994 to $150,313 at September
30, 1995 and have decreased as a percentage of total assets from 47.1% to
45.5% over the same period as moderate loan demand has not kept pace with
asset growth in our market. Correspondingly, securities and federal funds
sold have increased as a percentage of total assets from 46.3% at September
30, 1994 to 47.3% at September 30, 1995.  This  level of investments and
federal funds sold provides for a more than  adequate supply of secondary
liquidity.  Management has sought to build the deposit  base  with  stable,
relatively non-interest-sensitive deposits  by  offering  the  small to
medium deposit account holders a wide  array of deposit instruments at
competitive rates. Non-interest-bearing demand deposits increased as  a 
percentage  of  total assets from 14.1% at September 30, 1994 to 14.8% at
September 30, 1995.  However, as more customers, both  business and personal,
are attracted to interest-bearing deposit accounts, we expect a decline in
the percentage of demand deposits over the long-term.  Interest-bearing
deposits have decreased from 64.4% of total assets at September 30, 1994 to
61.4% at September 30, 1995 while securities sold under agreement to
repurchase have increased from 10.9% to 12.4% over the same period.         
                              
The following table sets forth the percentage relationship to total assets of
significant component's of the corporation's balance sheet as of September
30, 1995 and 1994:
<TABLE>
<CAPTION>          
                                                         September 30,      
<S>                                                 <C>               <C> 
Assets:                                              1995              1994 
  Earning assets:                                    
   Loans, net of unearned income                     45.5%            47.1% 
   Investment securities                             24.4             27.5
   Securities Available for Sale                     15.5             14.1  
   Federal funds sold and securities purchased        
     under agreement to resell                        7.4              4.7  
   Other earning assets                                -                -   
      Total earning assets                           92.8             93.4  
   Other assets                                       7.2              6.6  
      Total assets                                  100.0%           100.0%
   
Liabilities and stockholders' equity:
  Interest-bearing liabilities:  
   Interest-bearing deposits                         61.4%            64.4%
   Federal funds purchased and securities sold 
    under agreement to repurchase                    12.4             10.9
   Other short-term borrowings                        1.0               .4
   Obligations under mortgages and capital leases      -                -  
       Total interest-bearing liabilities            74.8             75.7  
         Noninterest-bearing deposits                14.8             14.1  
   Other liabilities                                   .6               .5  
   Stockholders' equity                               9.8              9.7  
       Total liabilities and stockholders' equity   100.0%           100.0% 
</TABLE>
                                    13
<PAGE>                               
RESULTS OF OPERATION

CNB Corporation experienced  earnings  for  the  three-month period  ended 
September 30, 1995 and 1994 of $1,065 and $1,057, respectively, resulting in
a return  on average assets of 1.32% and 1.41% and a return on average
stockholders' equity of 13.45% and 14.72%.

CNB Corporation experienced earnings for the nine-month period ended
September 30, 1995 and 1994 of $2,831 and $2,904, respectively, resulting in
a return on average assets of 1.21% and 1.31% and a return on average
stockholders' equity of 12.34% and 13.75%.  

The earnings were  primarily   attributable  to  net  interest  margins  in 
each period (see Net Income-Net Interest Income).  Other factors include
management's ongoing effort to maintain other income at adequate levels (see
Net Income - Other Income) and to control other expenses (see Net Income -
Other Expenses).  This level of earnings, coupled with a conservative
dividend policy, have supplied the necessary capital funds to support the
growth in total assets. Total  assets  have increased  $27,216 or 9.0% from 
$302,991 at September 30, 1994 to $330,207 at September 30, 1995.  The
following table sets forth the financial highlights for the three-month and
nine-month periods ending September 30, 1995 and September 30, 1994:        
                                                                            
                           CNB Corporation                                  
                   CNB Corporation and Subsidiary
                          FINANCIAL HIGHLIGHTS
        (All Dollar Amounts, Except Per Share Data, in Thousands)
<TABLE>
<CAPTION>
                                       Three-Month Period         Nine-Month Period
                                       Ended September 30,       Ended September 30,   
                                                  Percent                    Percent
                                                  Increase                   Increase  
                                  1995     1994   (Decrease)   1995     1994  (Decrease)
<S>                              <C>      <C>      <C>       <C>       <C>      <C>
Net interest income after
    provision for loan losses      3,136    3,177   (1.3)%     9,353     9,109   2.7%
Income before income taxes         1,551    1,525    1.7       4,146     4,263  (2.7)
Net Income                         1,065    1,057     .8       2,831     2,904  (2.5)
Per Share                           2.23     2.22     .5        5.93      6.10  (2.8)
Cash dividends declared                0        0      -           0         0     -
   Per Share                           0        0      -           0         0     -
Total assets                     330,207  302,991    9.0%    330,207   302,991   9.0%
Total deposits                   251,617  237,635    5.9     251,617   237,635   5.9
Loans, net of unearned income    150,313  142,547    5.4     150,313   142,547   5.4
Investment securities and 
    securities available for
    sale                         131,598  126,015    4.4     131,598   126,015   4.4 
Stockholders' equity              32,446   29,493   10.0      32,446    29,493  10.0
    Book value per share           67.97    61.83    9.9       67.97     61.83   9.9
Ratios (1):
Annualized return on average
    total assets                    1.32%    1.41%  (6.4)%      1.21%     1.31% (7.6)%
Annualized return on average
    stockholders' equity           13.45%   14.72%  (8.6)%     12.34%    13.75%(10.3)%

</TABLE>

(1) For the three-month period  ended September 30, 1995 and September 30,  
    1994, average total assets amounted to $323,895  and  $300,914 with     
    average stockholders' equity totaling $31,674 and $28,728, respectively. 
    For the nine-month period ended September 30, 1995 and September 30,    
    1994, average total assets amounted to $311,769 and $296,324 with average 
    stockholders' equity totaling $30,592 and $28,152, respectively.
                                                    
                                    14 
<PAGE>
NET INCOME

Net Interest Income - Earnings are dependent to a large degree on net
interest income, defined as the difference between gross interest and fees
earned on earning assets, primarily loans and securities, and interest paid
on deposits and borrowed funds.  Net interest income is effected by the
interest rates earned or paid and by volume changes in loans, securities,
deposits, and borrowed funds.

Interest rates paid on deposits and borrowed funds and earned on loans and
investments have generally followed the fluctuations in market interest rates
in 1995 and 1994.  However, fluctuations in market interest rates do not
necessarily have a significant impact on net interest income, depending on
the bank's rate sensitivity position.  A rate sensitive asset (RSA) is any
loan or investment that can be repriced either up or down in interest rate 
within a certain time interval.  A rate sensitive liability (RSL) is an
interest paying deposit or other liability that can be repriced either up or
down in interest rate within a certain time interval.  When a proper balance
between RSA and RSL  exists, market interest rate fluctuations should not
have a significant impact on earnings. The larger the imbalance, the greater
the interest rate risk assumed by the bank and the greater the positive or
negative impact of interest rate fluctuations on earnings.  The bank seeks to
manage its assets and liabilities in a manner that will limit interest rate
risk and thus stabilize longrun earning power.  Management believes that a
rise or fall in interest rates will not materially effect earnings.

The Bank has maintained adequate net interest margins for the three-month and
nine-month periods ended September 30, 1995 and 1994 by earning  satisfactory
yields on loans and securities and funding these assets with a favorable
deposit mix containing a significant level of  noninterest-bearing demand
deposits.  
    
Fully-tax-equivalent net interest income showed a 2.5% decrease from $3,358
for the three-month  period  ended September 30, 1994 to $3,274 for the 
three-month period  ended September 30, 1995.  During the same period,  total
fully-tax-equivalent  interest income increased by 10.5% from $5,335 to
$5,893 and total interest expense increased by 32.5% from $1,977 to $2,619. 
Fully-tax-equivalent  net interest  income  as  a  percentage  of total
earning assets has shown a decrease of .42% from 4.77% for the three-month
period ended September 30, 1994 to 4.35% for the three-month period ended
September 30, 1995.                                                         
              
Fully-tax-equivalent net interest income showed a 1.6% increase from $9,650
for the nine-month period ended September 30, 1994 to $9,803 for the nine-
month period ended September 30, 1995.  During the same period, total fully-
tax-equivalent interest income increased by 13.5% from $15,205 to $17,260 and
total interest expense increased by 34.2% from $5,555 to $7,457. Fully-tax-
equivalent net interest income as a percentage of total earning assets has
shown a decrease of .14% from 4.64% for the nine-month period ended September
30, 1994 to 4.50% for the nine-month period ended September 30, 1995.

The tables on the following four pages present selected financial data  and 
an analysis of net interest income.









                                    15 
<PAGE>
                                 CNB Corporation and Subsidiary
                                     Selected Financial Data
<TABLE>
<CAPTION>
                                       Three Months Ended 9/30/95     Three Months Ended 9/30/94 
                                       Avg.    Interest   Avg. Ann.    Avg.   Interest  Avg.Ann.
                                     Balance   Income/    Yield or   Balance  Income/   Yield or 
                                               Expense(1)  Rate              Expense(1)  Rate
<S>                                 <C>         <C>         <C>      <C>       <C>        <C>
Assets:
  Earning assets:
   Loans, net of unearned income    $150,845    $ 3,564     9.45%    $142,882  $ 3,263    9.13%
     Securities:            
     Taxable                         116,145      1,710     5.89      107,319    1,545    5.76
     Tax-exempt                       14,143        333     9.42       15,727      356    9.05
   Federal funds sold and                           
     securities purchased under
     agreement to resell              19,702        286     5.81       15,880      171    4.31
   Other earning assets                    0          0      -              0        0     -
      Total earning assets           300,835      5,893     7.84      281,808    5,335    7.57
    Other assets                      23,060                           19,106
      Total assets                  $323,895                         $300,914            

Liabilities and stockholders' equity:
   Interest-bearing liabilities:     
   Interest-bearing deposits        $199,264      2,091     4.20     $192,661  $ 1,665    3.46
   Federal funds purchased and                       
    securities sold under
    agreement to repurchase           38,880        500     5.14       30,819      300    3.89
   Other short-term borrowings         2,022         28     5.54          943       12    5.09
   Obligations under mortgages
     and capitalized leases               13          0     8.00           22        0    8.00
       Total interest-bearing                                                               
         liabilities                $240,179    $ 2,619     4.36     $224,445  $ 1,977    3.52
   Noninterest-bearing deposits       49,956                           44,074
   Other liabilities                   2,086                            3,667                
   Stockholders' equity               31,674                           28,728   
         Total liabilities and                                            
           stockholders' equity     $323,895                         $300,914          
   Net interest income as a percent                        
     of total earning assets        $300,835    $ 3,274     4.35     $281,808  $ 3,358    4.77
  
(1)  Tax-equivalent adjustment         
     based on a 34% tax rate                    $   113                        $   121

Ratios:
Annualized return on average total assets                   1.32                          1.41
Annualized return on average stockholders' equity          13.45                         14.72
Cash dividends declared as a percent of net income             0                             0
Average stockholders' equity as a percent of:
  Average total assets                                      9.78                          9.55
  Average total deposits                                   12.71                         12.14
  Average loans, net of unearned income                    21.00                         20.11
Average earning assets as a percent of   
average total assets                                       92.88                         93.65
</TABLE>







                                               16
<PAGE>
                                 CNB Corporation and Subsidiary
                                     Selected Financial Data
<TABLE>
<CAPTION>
                                      Nine Months Ended 9/30/95      Nine Months Ended 9/30/94 
                                       Avg.    Interest   Avg. Ann.    Avg.   Interest  Avg.Ann.
                                     Balance   Income/    Yield or   Balance  Income/   Yield or 
                                               Expense(1)  Rate              Expense(1)  Rate
<S>                                 <C>         <C>         <C>      <C>       <C>        <C>
Assets:
  Earning assets:
   Loans, net of unearned income    $149,789    $10,676     9.50%    $139,166  $ 9,048    8.67%
     Securities:            
     Taxable                         111,301      4,945     5.92      107,183    4,631    5.76
     Tax-exempt                       14,889      1,015     9.09       16,215    1,120    9.21
   Federal funds sold and                           
     securities purchased under
     agreement to resell              14,462        624     5.75       14,720      406    3.68
   Other earning assets                    0          0      -              0        0     -
      Total earning assets           290,441     17,260     7.92      277,284   15,205    7.31
    Other assets                      21,328                           19,040
      Total assets                  $311,769                         $296,324            

Liabilities and stockholders' equity:
   Interest-bearing liabilities:     
   Interest-bearing deposits        $193,248      5,910     4.08     $188,585  $ 4,613    3.26
   Federal funds purchased and                       
    securities sold under
    agreement to repurchase           38,848      1,482     5.09       36,039      909    3.36
   Other short-term borrowings         1,544         65     5.61        1,145       32    3.73
   Obligations under mortgages
     and capitalized leases               15          0     8.00           24        1    8.00
       Total interest-bearing                                                               
         liabilities                $233,655    $ 7,457     4.26     $225,793  $ 5,555    3.28
   Noninterest-bearing deposits       45,502                           40,090
   Other liabilities                   2,020                            2,289                
   Stockholders' equity               30,592                           28,152   
         Total liabilities and                                            
           stockholders' equity     $311,769                         $296,324          
   Net interest income as a percent                        
     of total earning assets        $290,441    $ 9,803     4.50     $277,284  $ 9,650    4.64
  
(1)  Tax-equivalent adjustment         
     based on a 34% tax rate                    $   345                        $   381

Ratios:
Annualized return on average total assets                   1.21                          1.31
Annualized return on average stockholders' equity          12.34                         13.75
Cash dividends declared as a percent of net income             0                             0
Average stockholders' equity as a percent of:
  Average total assets                                      9.81                          9.50
  Average total deposits                                   12.81                         12.31
  Average loans, net of unearned income                    20.42                         20.23
Average earning assets as a percent of   
average total assets                                       93.16                         93.57
</TABLE>








                                               17
<PAGE>
<TABLE>
<CAPTION>
                                                       CNB Corporation and Subsidiary
                                                        Rate/Volume Variance Analysis
                                          For the Three Months Ended September 30, 1995 and 1994                       
                                                           (Dollars in Thousands)
<S>                           <C>      <C>      <C>         <C>         <C>          <C>          <C>       <C>     <C>     <C>
                                                                                                                            Change
                              Average  Average                           Interest     Interest              Change  Change  Due To
                               Volume   Volume  Yield/Rate  Yield/Rate  Earned/Paid  Earned/Paid            Due to  Due To  Rate X
                                1995     1994    1995 (1)    1994 (1)    1995 (1)     1994 (1)    Variance   Rate   Volume  Volume
Earning Assets:                                                                                    

Loans, Net of unearned 
 income (2)                   150,845   142,882     9.45%       9.13%     3,564       3,263         301      114      182        5 
Investment securities:  
 Taxable                      116,145   107,319     5.89%       5.76%     1,710       1,545         165       35      127        3 
 Tax-exempt                    14,143    15,727     9.42%       9.05%       333         356         (23)      14      (36)      (1)
Federal funds sold and
 securities purchased under
 agreement to resell           19,702    15,880     5.81%       4.31%       286         171         115       60       41       14 
Other earning assets                0         0      -           -            0           0           0        -        -        - 

Total Earning Assets          300,835   281,808     7.84%       7.57%     5,893       5,335         558      223      314       21 

Interest-bearing Liabilities:
 
Interest-bearing deposits     199,264   192,661     4.20%       3.46%     2,091       1,665         426      356       57       13 
Federal funds purchased and
 securities sold under       
 agreement to repurchase       38,880    30,819     5.14%       3.89%       500         300         200       96       78       26 
Other short-term borrowings     2,022       943     5.54%       5.09%        28          12          16        1       14       1 
Mortgage indebtedness and
 obligations under capital-
 ized leases                       13        22     8.00%       8.00%         0           0           0        -        -        - 

Total Interest-bearing       
 Liabilities                  240,179   224,445     4.36%       3.52%     2,619       1,977         642      453      149       40 
Interest-free Funds
 Supporting Earning Assets     60,656    57,363

Total Funds Supporting                                                                                                       
      
Earning Assets                300,835   281,808     3.48%       2.81%     2,619       1,977         642      453      149       40 

Interest Rate Spread                                3.48%       4.05%
Impact of Non-interest-bearing
 Funds on Net Yield on Earning
 Assets                                              .87%        .72%                           

Net Yield on Earning Assets                         4.35%       4.77%     3,274       3,358
</TABLE>
(1)  Tax-equivalent adjustment based on a 34% tax rate.
(2)  Includes non-accruing loans which does not have a material effect on the
     Net Yield on Earning Assets.

                                                              18
<PAGE>
<TABLE>
<CAPTION>
                                                       CNB Corporation and Subsidiary
                                                        Rate/Volume Variance Analysis
                                           For the Nine Months Ended September 30, 1995 and 1994                      
                                                           (Dollars in Thousands)
<S>                           <C>      <C>      <C>         <C>         <C>          <C>          <C>       <C>     <C>     <C>
                                                                                                                            Change
                              Average  Average                           Interest     Interest              Change  Change  Due To
                               Volume   Volume  Yield/Rate  Yield/Rate  Earned/Paid  Earned/Paid            Due to  Due To  Rate X
                                1995     1994    1995 (1)    1994 (1)    1995 (1)     1994 (1)    Variance   Rate   Volume  Volume
Earning Assets:                                                                                    

Loans, Net of unearned 
 income (2)                   149,789   139,166     9.50%       8.67%    10,676       9,048       1,628      866      690       72 
Investment securities:  
 Taxable                      111,301   107,183     5.92%       5.76%     4,945       4,631         314      129      177        8 
 Tax-exempt                    14,889    16,215     9.09%       9.21%     1,015       1,120        (105)     (15)     (92)       2 
Federal funds sold and
 securities purchased under
 agreement to resell           14,462    14,720     5.75%       3.68%       624         406         218      229       (7)      (4)
Other earning assets                0         0      -           -            0           0           0        -        -        - 

Total Earning Assets          290,441   277,284     7.92%       7.31%    17,260      15,205       2,055    1,209      768       78 

Interest-bearing Liabilities:
 
Interest-bearing deposits     193,248   188,585     4.08%       3.26%     5,910       4,613       1,297    1,160      114       23 
Federal funds purchased and
 securities sold under       
 agreement to repurchase       38,848    36,039     5.09%       3.36%     1,482         909         573      468       71       34 
Other short-term borrowings     1,544     1,145     5.61%       3.73%        65          32          33       16       11        6
Mortgage indebtedness and
 obligations under capital-
 ized leases                       15        24     8.00%       8.00%         0           1          (1)       -       (1)       - 

Total Interest-bearing       
 Liabilities                  233,655   225,793     4.26%       3.28%     7,457       5,555       1,902    1,644      195       63 
Interest-free Funds
 Supporting Earning Assets     56,786    51,491

Total Funds Supporting                                                                                                       
      
Earning Assets                290,441   277,284     3.42%       2.67%     7,457       5,555       1,902    1,644      195       63 

Interest Rate Spread                                3.66%       4.03%
Impact of Non-interest-bearing
 Funds on Net Yield on Earning
 Assets                                              .84%        .61%                           

Net Yield on Earning Assets                         4.50%       4.64%     9,803       9,650
</TABLE>
(1)  Tax-equivalent adjustment based on a 34% tax rate.
(2)  Includes non-accruing loans which does not have a material effect on the
     Net Yield on Earning Assets.

                                                              19
<PAGE>
NET INCOME (continued)

Provision for Possible Loan Losses - It is the policy of the bank to maintain
the reserve for possible loan losses at the greater of 1.20% of net loans or
the percentage based on the actual loan loss experience over the previous
five years.  In addition, management may increase the reserve to a level
above these guidelines to cover potential losses identified in the portfolio. 

The provision for possible loan losses was $25 for the three-month period 
ended September 30, 1995 and $60  for the three-month period ended September
30, 1994.  Net loan charge-offs/(recoveries) totaled $57 for the three-month
period ended September 30, 1995 and $50 for the same period in 1994.

The provision for possible loan losses was $105 for the nine-month period
ended September 30, 1995 and $160 for the nine-month period ended September
30, 1994.  Net loan charge-offs/(recoveries) totaled $30 for the nine-month
period ended September 30, 1995 and $171 for the same period in 1994.

The reserve for possible loan losses as a percentage of net loans was 1.55% 
at September 30, 1995 and 1.54% at September 30, 1994.  The decreased 
provision  during  the  three-month and nine-month period ended September 30,
1995 was due to the decreased level of net loan charge-offs and to the
expectation of continued low net charge-offs through the fourth quarter of
1995.                   

Securities Transactions - The bank recognized a loss on security transactions
for the three-month and nine-month period ended September 30, 1994 of $25. 
During the second quarter of 1994, management sold approximately $8 million
in treasury bonds at a net loss and reinvested in longer maturities to take
advantage of the steeply-sloped treasury curve.  The bank recognized a net
gain on security transactions for the nine-month period ended September 30,
1995 of $25.  During the first quarter of 1995, management sold at a $26 gain
approximately $3 million in treasury bonds to fund loan growth and to adjust
the Bank's interest rate sensitivity position. During the third quarter of
1995, management sold at a $1 loss approximately $2 million in variable-rate
agencies in anticipation of falling interest rates.  At September 30, 1995,
December 31, 1994, and September 30, 1994 market value appreciation/
(depreciation) in the securities portfolio totaled $237, $(4,645), and
$(2,570).  As indicated, market value was sharply reduced due to rising
market interest rates in 1994 but has recovered in 1995.

Other Income - Other income, net of any gains/losses on security
transactions, increased by 4.9% from $710 for the three-month period ended
September 30, 1994 to $745 for the three-month period ended September 30,
1995.

Other income, net of any gains/losses on security transactions, decreased by
3.8% from $2,082 for the nine-month period ended September 30, 1994 to $2,003
for the nine-month period ended September 30, 1995. 

The decrease in the nine-month period ended September 30, 1995 was primarily
due to flat deposit-related service charge rates and also an increase in the
earnings allowance rate used to offset service charges on commercial
accounts.  The increase in the three-month period ended September 30, 1995
was due to increased merchant discount income due to a higher revised rate
structure. 

Other Expenses - Other expenses decreased by 1.4% from $2,362 for the three-
month period ended September 30, 1994 to $2,329 for the three-month period
ended September 30, 1995.   The major components of other expenses are
salaries and employee benefits which increased 6.2% from $1,284 to $1,364;
occupancy expense which increased slightly from $364 to $367; and other
operating expenses which decreased by 16.3% from $713 to $597.              
                                                                            


                                 20
<PAGE>

Other Expenses (continued) - Other expenses increased by 4.8% from $6,903 for
the nine-month period ended September 30, 1994 to $7,235 for the nine-month
period ended September 30, 1995. The major components of other expenses are
salaries and employee benefits which increased 6.6% from $3,874 to $4,128;
occupancy expense which increased 4.8% from $1,053 to $1,104; and other
operating expense which increased by 1.4% from $1,974 to $2,001.

The increase in the three-month and nine-month period ended September 30,
1995 salaries and employee benefits expense is attributed to normal salary
adjustments, an increase in the cost of providing health care insurance, and
increased staffing for the new Myrtle Beach office.  The increase in
occupancy expense is primarily due to the costs of upgrading EDP facilities. 
The increase in other operating costs for the nine-month period ended
September 30, 1995 is due to increased account volumes, slight inflationary
pressure, and an increase in the cost of providing credit card and merchant
discount services but has been offset somewhat by reduced FDIC insurance
premium costs.  Other expenses declined during the third quarter due to a
$145 FDIC insurance premium rebate (see - EFFECTS OF REGULATORY ACTION). 

Income Taxes - Provisions for income taxes increased 3.8% from $468 for the
three-month period ended September 30, 1994 to $486 for the three-month
period ended September 30, 1995.  Income before income taxes less interest on
tax-exempt investment securities increased by 3.2% from $1,290 for the
three-month period ended September 30, 1994 to $1,331 for the  same period in
1995.  State tax liability increased as income before income taxes increased
1.7% from $1,525 to $1,551 during the same period.

Provisions for income taxes decreased 3.2% from $1,359 for the nine-month
period ended September 30, 1994 to $1,315 for the nine-month period ended
September 30, 1995. Income before income taxes less interest on tax-exempt
investment securities decreased by 1.4% from $3,524 for the nine-month period
ended September 30, 1994 to $3,476 for the same period in 1995 and state tax
liability decreased as income before income taxes decreased 2.7% from $4,263
to $4,146 during the same period. 

LIQUIDITY

The bank's liquidity position is primarily dependent on short-term demands
for funds caused by customer credit needs and deposit withdrawals and upon
the liquidity of bank assets to meet these needs.  The bank's liquidity
sources include cash and due from banks, federal funds sold, and short-term
investments.  In addition, the bank has established federal funds lines of
credit from correspondent banks and has the ability, on a short-term basis,
to borrow funds from the Federal Reserve System.  Management feels that
liquidity sources are more than adequate to meet funding needs.

CAPITAL RESOURCES

Total stockholders' equity was $32,446, $28,857, $26,820, and $23,443 at
September 30, 1995, December 31, 1994, December 31, 1993, and December 31,
1992, representing 9.83%, 9.71%, 9.46%, and 9.12% of total assets,
respectively.  At September 30, 1995, the Bank exceeds quantitative measures
established by regulation to ensure capital adequacy (see NOTE 12 -REGULATION
MATTERS).  Capital is considered sufficient by management to meet current and
prospective capital requirements and to support anticipated growth in bank
operations.










                                 21
<PAGE>
EFFECTS OF REGULATORY ACTION

During the third quarter of 1995, the Federal Deposit Insurance Corporation
(FDIC) announced that the bank insurance fund was fully capitalized and banks
were due a rebate of excessive paid-in insurance premiums.  The Bank received
a $145 FDIC insurance premium rebate and will experience significantly lower
rates going forward.  For the remainder of 1995, monthly FDIC insurance costs
have declined from $43 to $8m, which indicates an annual cost reduction of
approximately $420.

The management of the Company and the Bank is not aware of any current  
recommendations by the regulatory authorities which, if they were to be
implemented,  would   have  a  material effect on liquidity, capital
resources, or operations.                                                   

Effective January 1, 1994, the Company adopted the provisions of SFAS No.
114, "Accounting by Creditors for Impairment of a Loan."  SFAS No. 114, as
amended by SFAS No. 118, requires that impaired loans be measured based on
the present value of expected future cash flows or the underlying collateral
values as defined in the pronouncement.  The adoption of SFAS No. 114 had no
effect on the balance sheet or income statement of the Company.  The Company
includes the provisions of SFAS No. 114 in the allowance for loan losses.

EFFECTS OF PLANNED EXPANSION

During the third quarter of 1995, the Bank completed construction of a ninth
banking office on 21st Avenue North in Myrtle Beach, South Carolina. The
"Myrtle Beach Office" opened on August 7, 1995 and is approximately 12,000
square feet with long-term expansion capabilities of up to 18,000 square
feet.  Serving as a regional office in the Myrtle Beach market, the cost to
build and equip the office at approximately $2.6 million is considerably
higher than our other branch offices.  Depreciation, staffing, and additional
overhead costs will impact earnings over the short term.  But, as the office
develops, additional revenue streams should offset costs and provide an
adequate return on investment. 

                         EXHIBITS AND REPORTS ON FORM 8-K

See Exhibit Index appearing below.

(b)  Reports on Form 8-K - No reports on Form 8-K were filed during the
      quarter covered by this report.


                               EXHIBIT INDEX

Exhibit
Number

  27        Financial Data Schedule - Article 9 Financial Data Schedule for
            10-Q for electronic filers (pages 24 and 25).


All other exhibits, the filing of which are required with this Form, are not
applicable.








                                    22
<PAGE>
CNB Corporation




SIGNATURE


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 thereunto duly authorized.




                                    CNB Corporation
                                     (Registrant)




                                    Paul R. Dusenbury
                                    _________________________________________
                                    Paul R. Dusenbury
                                    Treasurer
                                    (Chief Financial and Accounting Officer)



Date:  November 10, 1995 
































                                    23
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MORE
DETAILED FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARY AND NOTES THERETO
INCLUDED ELSEWHERE IN THIS REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIALS.
</LEGEND>
<CIK> 0000764581
<NAME> CNB CORP
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                          13,304
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                24,400
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     51,169
<INVESTMENTS-CARRYING>                          80,429
<INVESTMENTS-MARKET>                            80,363
<LOANS>                                        150,313
<ALLOWANCE>                                      2,295
<TOTAL-ASSETS>                                 330,207
<DEPOSITS>                                     251,617
<SHORT-TERM>                                    44,056
<LIABILITIES-OTHER>                              2,088
<LONG-TERM>                                          0
<COMMON>                                         4,791
                                0
                                          0
<OTHER-SE>                                      27,655
<TOTAL-LIABILITIES-AND-EQUITY>                 330,207
<INTEREST-LOAN>                                 10,676
<INTEREST-INVEST>                                5,615
<INTEREST-OTHER>                                   624
<INTEREST-TOTAL>                                16,915
<INTEREST-DEPOSIT>                               5,910
<INTEREST-EXPENSE>                               7,457
<INTEREST-INCOME-NET>                            9,458
<LOAN-LOSSES>                                      105
<SECURITIES-GAINS>                                  25
<EXPENSE-OTHER>                                  7,235
<INCOME-PRETAX>                                  4,146
<INCOME-PRE-EXTRAORDINARY>                       2,831
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,831
<EPS-PRIMARY>                                     5.92
<EPS-DILUTED>                                     5.92
<YIELD-ACTUAL>                                    4.50
<LOANS-NON>                                        559
<LOANS-PAST>                                       165
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                  2,659
<ALLOWANCE-OPEN>                                 2,220
<CHARGE-OFFS>                                      324
<RECOVERIES>                                       294
<ALLOWANCE-CLOSE>                                2,295
<ALLOWANCE-DOMESTIC>                             2,295
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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