(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, 2002                            

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, 2002    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             29528                     
(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    .


     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Exchange Act).
Yes    .  No  X .

The number of shares outstanding of the issuer's $10.00 par value common stock as of September 30, 2002 was 716,794.

CNB Corporation

CNB Corporation and Subsidiary
Consolidated Balance Sheets
(All Dollar Amounts, Except Per Share Data, in Thousands)
(Unaudited)

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CNB Corporation and Subsidiary
Consolidated Statement of Income
(All Dollar Amounts, Except Per Share Data, in Thousands)
(Unaudited)

2

CNB Corporation and Subsidiary
Consolidated Statement of Comprehensive Income
(All Dollar Amounts, Except Per Share Data, in Thousands)
(Unaudited)

3

CNB Corporation and Subsidiary
Consolidated Statement of Changes in Stockholders' Equity
(All Dollar Amounts in Thousands)
(Unaudited)

Note:  Columns may not add due to rounding.

4

CNB CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

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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, 716,746 for the nine-month period ended September 30, 2002 and 714,626 for the nine-month period ended September 30, 2001.

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, 2002 and for the year ended December 31, 2001 were approximately $10,821, and $9,103, respectively.

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NOTE 3 - INVESTMENT SECURITIES

Investment securities with a par value of approximately $87,000 at September 30, 2002 and $76,640 at December 31, 2001 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, 2002 and at December 31, 2001.

(1) Tax equivalent adjustment based on a 34% tax rate.

As of the quarter ended September 30, 2002, 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 $4,101 as of September 30, 2002.

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(1) Tax equivalent adjustment based on a 34% tax rate

As of the quarter ended December 31, 2001, 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 $1,435 as of December 31, 2001.

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NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES


     The following is a summary of loans at September 30, 2002 and December 31, 2001 by major classification:

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NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES, continued

     Changes in the allowance for loan losses for the quarter ended and nine-month period ended September 30, 2002 and 2001 and the year ended December 31, 2001 are summarized as follows:

The entire balance is available to absorb future loan losses.

At September 30, 2002 and December 31, 2001 loans on which no interest was being accrued totalled approximately $547 and $633, respectively and foreclosed real estate totalled $87 and $64, respectively; and loans 90 days past due and still accruing totalled $92 and $138, respectively.

As of September 30, 2002, the Company does not have any interest-bearing assets that would be required to be disclosed under Item III.C.1. or 2. if such assets were loans.

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NOTE 5 - PREMISES AND EQUIPMENT

     Property at September 30, 2002 and December 31, 2001 is summarized as follows:

     Depreciation and amortization of bank premises and equipment charged to operating expense was $160 and $479 for the quarter ended and the nine-month period ended September 30, 2002, respectively and $650 for the year ended December 31, 2001.

NOTE 6 - CERTIFICATES OF DEPOSIT IN EXCESS OF $100,000

     At September 30, 2002 and December 31, 2001, certificates of deposit of $100,000 or more included in time deposits totaled approximately $83,179 and $68,608 respectively. Interest expense on these deposits was approximately $628 and $1,898 for the quarter ended and the nine-month period ended September 30, 2002, respectively, and $4,627 for the year ended December 31, 2001.

NOTE 7 - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

     At September 30, 2002 and December 31, 2001, securities sold under repurchase agreements totaled $24,007 and $32,821. U.S. Government securities with a book value of $30,474 ($32,211 market value) and $37,599 ($38,631 market value), respectively, are used as collateral for the agreements. The weighted-average interest rate of these agreements was 1.67 percent and 1.91 percent at September 30, 2002 and December 31, 2001.

NOTE 8 - LINES OF CREDIT

     At September 30, 2002, the Bank had unused short-term lines of credit to purchase Federal Funds from unrelated banks totaling $23,000. 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 $7,000 under the arrangement at a variable interest rate. The note is secured by U.S. Treasury and Agency Notes with a market value of $6,420 at September 30, 2002. The amount outstanding under the note totaled $5,650 and $653 at September 30, 2002 and December 31, 2001, respectively.

     The Bank also has a line of credit from the Federal Home Loan Bank of Atlanta for $84,712 secured by a lien on the Bank's 1-4 family mortgages. Allowable terms range from overnight to twenty years at varying rates set daily by the FHLB. The amount outstanding under the agreement totalled $1,403 and $1,485 at September 30, 2002 and December 31, 2001, respectively.

NOTE 9 - INCOME TAXES

     Income tax expense for the quarter ended September 30, 2002 and September 30, 2001 on pretax income of $3,005 and $2,694 totalled $976 and $800 respectively. Income tax expense for the nine-month period ended September 30, 2002 and September 30, 2001 on pretax income of $8,589 and $6,998 totalled $2,703 and $2,129 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 are included in fiscal year-end reports.

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NOTE 9 - INCOME TAXES (Continued)

     The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes".

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, 2002.

     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, 2002, commitments to extend credit totalled $33,868; financial standby letters of credit totalled $631; and performance standby letters of credit totalled $237. In the opinion of management, no material losses or liabilities are expected as a result of these transactions.

     Additionally, the bank subsidiary has an outstanding commitment for the construction of a new main banking office in Conway, S.C. in the amount of $5,093.


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 three percent of employee salary deferred and fifty percent of employee contributions in excess of three percent and up to five percent of salary deferred. The Board of Directors may also make discretionary contributions to the Plan. For the three-month and nine-month periods ended September 30, 2002 and year ended December 31, 2001, $127, $379, and $426, 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 for prompt corrective action, 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, 2002:

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NOTE 13 - CONDENSED FINANCIAL INFORMATION

     Following is condensed financial information of CNB Corporation (parent company only):

DISCUSSION OF FORWARD-LOOKING STATEMENTS

Information in the enclosed report, other than historical information, may contain forward-looking statements that involve risks and uncertainties, including, but not limited to, timing of certain business initiatives of the Company, the Company's interest rate risk condition, and future regulatory actions of the Comptroller of the Currency and Federal Reserve System. It is important to note that the Company's actual results may differ materially and adversely from those discussed in forward-looking statements.

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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. The accompanying consolidated financial statements include all accounts of the Company and the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements at September 30, 2002 and for the nine-month periods ending September 30, 2002 and 2001 have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial i nformation and with the instructions to Form 10-Q for the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

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 7.5% from $292,194 at September 30, 2001 to $314,031 at September 30, 2002 and have decreased as a percentage of total assets from 57.0% to 55.5% over the same period as loan demand has been moderate in our market. Securities and federal funds sold have increased as a percentage of total assets from 36.1% at September 30, 2001 to 37.5% at September 30, 2002 as lending has slowed. 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 16.0% at September 30, 2001 to 17.2% at September 30, 2002. As more customers, both business and personal, are attracted to interest-bearing deposit accounts, we expect the percentage of demand deposits to decline over the long-ter m. Interest-bearing deposits have increased from 63.8% of total assets at September 30, 2001 to 65.4% at September 30, 2002 while securities sold under agreement to repurchase have decreased from 7.2% to 4.2% over the same period.

The following table sets forth the percentage relationship to total assets of significant components of the corporation's balance sheet as of September 30, 2002 and 2001:

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RESULTS OF OPERATION

CNB Corporation experienced earnings for the three-month period ended September 30, 2002 and 2001 of $2,029 and $1,894, respectively, resulting in a return on average assets of 1.44% and 1.48% and a return on average stockholders' equity of 13.34% and 14.18%.

CNB Corporation experienced earnings for the nine-month period ended September 30, 2002 and 2001 of $5,886 and $4,869, respectively, resulting in a return on average assets of 1.45% and 1.30% and a return on average stockholders' equity of 13.63% and 12.65%.

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 $52,734 or 10.3% from $513,055 at September 30, 2001 to $565,789 at September 30, 2002. The following table sets forth the financial highlights for the three-month and nine-month periods ending September 30, 2002 and September 30, 2001:

(1) For the three-month period ended September 30, 2002 and September 30, 2001, average total assets amounted to $564,936 and $511,450 with average stockholders' equity totaling $60,848 and $53,419, respectively. For the nine-month period ended September 30, 2002 and September 30, 2001, average total assets amounted to $541,906 and $501,138 with average stockholders' equity totaling $57,564 and $51,339 respectively.

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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 2002 and 2001. 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 mann er that will limit interest rate risk and thus stabilize long-run earning power. Management believes that a rise or fall in interest rates will not materially effect earnings.

The Bank has maintained net interest margins for the three-month and nine-month periods ended September 30, 2002, of 4.5% and 4.5%, respectively, and 4.2% and 4.1% for the same periods in 2001, as compared to management's long-term target of 4.5%. Net interest margins fell in 2001 due to an unusually rapid decline in market interest rates lowering returns available on loans and investments while interest costs on liabilities did not decline as quickly due to competitive pressure. Margins have widened in 2002 as liabilities have been re-priced, but falling rates may again negatively impact margins in late 2002 and fiscal 2003.

Fully-tax-equivalent net interest income showed a 15.6% increase from $5,084 for the three-month period ended September 30, 2001 to $5,879 for the three-month period ended September 30, 2002. During the same period, total fully-tax-equivalent interest income decreased by 4.2% from $8,539 to $8,182 and total interest expense decreased by 33.3% from $3,455 to $2,303. Fully-tax-equivalent net interest income as a percentage of total earning assets has shown an increase of .22% from 4.24% for the three-month period ended September 30, 2001 to 4.46% for the three-month period ended September 30, 2002.

Fully-tax-equivalent net interest income showed an 18.4% increase from $14,389 for the nine-month period ended September 30, 2001 to $17,032 for the nine-month period ended September 30, 2002. During the same period, total fully-tax-equivalent interest income decreased by 8.9% from $26,328 to $23,996 and total interest expense decreased by 41.7% from $11,939 to $6,964. Fully-tax-equivalent net interest income as a percentage of total earning assets has shown an increase of .39% from 4.10% for the nine-month period ended September 30, 2001 to 4.49% for the nine-month period ended September 30, 2002.

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

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CNB Corporation and Subsidiary
Rate/Volume Variance Analysis
For the Three Months Ended September 30, 2002 and 2001
(Dollars in Thousands)

(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.

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CNB Corporation and Subsidiary
Rate/Volume Variance Analysis
For the Nine Months Ended September 30, 2002 and 2001
(Dollars in Thousands)

(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.

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NET INCOME (continued)

The increase in the three-month and nine-month period ended September 30, 2002 salaries and employee benefits was due to normal pay increments, the increased costs of providing employee benefits, particularly health insurance coverage, and an increase of full-time-equivalent employees from 207 at September 30, 2001 to 225 at September 30, 2002. Looking ahead, occupancy expense will grow in the fourth quarter of 2002 due to the addition of the North Myrtle Beach Office, and in 2003 due to the construction of a new $5.3 million dollar Main Banking Office.

Income Taxes - Provisions for income taxes increased 22.0% from $800 for the three-month period ended September 30, 2001 to $976 for the three-month period ended September 30, 2002. Income before income taxes less interest on tax-exempt investment securities increased by 10.2% from $2,469 for the three-month period ended September 30, 2001 to $2,722 for the same period in 2002. State tax liability increased as income before income taxes increased 11.5% from $2,694 to $3,005 during the same period.

Provisions for income taxes increased 27.0% from $2,129 for the nine-month period ended September 30, 2001 to $2,703 for the nine-month period ended September 30, 2002. Income before income taxes less interest on tax-exempt investment securities increased by 22.5% from $6,316 for the nine-month period ended September 30, 2001 to $7,735 for the same period in 2002 and state tax liability increased as income before income taxes increased 22.7% from $6,998 to $8,589 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 to borrow funds from the Federal Reserve System and the Federal Home Loan Bank of Atlanta. Management feels that short-term and long-term liquidity sources are more than adequate to meet funding needs.

CAPITAL RESOURCES

Total stockholders' equity was $62,621 and $53,996 at September 30, 2002 and December 31, 2001, representing 11.1% and 10.7% of total assets, respectively. At September 30, 2002, the Bank exceeds quantitative measures established by regulation to ensure capital adequacy (see NOTE 12 - REGULATORY MATTERS). Capital is considered sufficient by management to meet current and prospective capital requirements and to support anticipated growth in bank operations.

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EFFECTS OF REGULATORY ACTION

Effective March 11, 2000, the Gramm-Leach-Bliley Act of 1999 allows bank holding companies to elect to be treated as financial holding companies which may engage in a broad range of securities, insurance, and other financial activities. At this time, neither the Company nor the Bank plan to enter these new lines of business. 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.

ACCOUNTING ISSUES

Accounting standards that have been issued or proposed by the Financial Accounting Standards Board and do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

RISKS AND UNCERTAINTIES

In the normal course of its business the Company encounters two significant types of risks: economic and regulatory. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice at different speeds, or on different basis, than its interest-earning assets. Credit risk is the risk of default on the Company's loan portfolio that results from borrower's inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of collateral underlying loans receivable and the valuation of real estate held by the Company.

The Company is subject to the regulations of various governmental agencies. These regulations can and do change significantly from period to period. The Company also undergoes periodic examinations by the regulatory agencies, which may subject it to further changes with respect to asset valuations, amounts of required loss allowances and operating restrictions from the regulators' judgments based on information available to them at the time of their examination.

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QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises principally from interest rate risk inherent in its lending, deposit and borrowing activities. Management actively monitors and manages its interest rate risk exposure. In addition to other risks which the Company manages in the normal course of business, such as credit quality and liquidity risk, management considers interest rate risk to be a significant market risk that could potentially have a material effect on the Company's financial condition and results of operations (See Net Income - Net Interest Income). Other types of market risks, such as foreign currency risk and commodity price risk, do not arise in the normal course of the Company's business activities.

CONTROLS AND PROCEDURES

(a) Based on their evaluation of the Company's disclosure controls and procedures as of October 8, 2002, the Company's chief executive officer and chief financial officer concluded that the effectiveness of such controls and procedures was adequate.

(b) There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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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

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




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 14, 2002

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