(Mark One)

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


For the quarterly period ended     June 30, 2003                            

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 June 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  .

State the number of shares outstanding of the issuers shares of common equity as of the latest practical date: 717,135 shares of common stock, par value $10 per share, July 31, 2003.

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

1

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)

5

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, 718,002 for the six-month period ended June 30, 2003 and 716,720 for the six-month period ended June 30, 2002.


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 six-month period ended June 30, 2003 and for the years ended December 31, 2002 and 2001 were approximately $10,907, $10,346, and $9,103, respectively.

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NOTE 3 - INVESTMENT SECURITIES

Investment securities with a par value of approximately $83,821 at June 30, 2003 and $79,880 at December 31, 2002 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 June 30, 2003 and at December 31, 2002.

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

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

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NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES

     The following is a summary of loans at June 30, 2003 and December 31, 2002 by major classification:

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NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES, continued

     Changes in the reserve for loan losses for the quarter ended and six-month period ended June 30, 2003 and 2002 and the year ended December 31, 2002 are summarized as follows:

The entire balance is available to absorb future loan losses.

At June 30, 2003 and December 31, 2002 loans on which no interest was being accrued totalled approximately $577 and $697, respectively and foreclosed real estate totalled $54 and $107, respectively; and loans 90 days past due and still accruing totalled $69 and $118, respectively.

As of June 30, 2003, 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 June 30, 2003 and December 31, 2002 is summarized as follows:

     Depreciation and amortization of bank premises and equipment charged to operating expense was $172 and $344 for the quarter ended and the six-month period ended June 30, 2003, respectively and $727 for the year ended December 31, 2002.

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

     At June 30, 2003 and December 31, 2002, certificates of deposit of $100,000 or more included in time deposits totaled approximately $92,735 and $84,729 respectively. Interest expense on these deposits was approximately $492 and $1,021 for the quarter ended and the six-month period ended June 30, 2003, respectively, and $2,448 for the year ended December 31, 2002.

NOTE 7 - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

     At June 30, 2003 and December 31, 2002, securities sold under repurchase agreements totaled $28,699 and $26,219. U.S. Government securities with a book value of $27,158 ($29,102 market value) and $28,235 ($30,123 market value), respectively, are used as collateral for the agreements. The weighted-average interest rate of these agreements was .99 percent and 1.41 percent at June 30, 2003 and December 31, 2002.

NOTE 8 - LINES OF CREDIT

     At June 30, 2003, the Bank had unused short-term lines of credit to purchase Federal Funds from unrelated banks totaling $27,000. 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 $6,429 at June 30, 2003. The amount outstanding under the note totaled $4,924 and $6,509 at June 30, 2003 and December 31, 2002, respectively.

     The Bank also has a line of credit from the Federal Home Loan Bank of Atlanta for $90,900 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 $0 and $0 at June 30, 2003 and December 31, 2002, respectively.

NOTE 9 - INCOME TAXES

     Income tax expense for the quarter ended June 30, 2003 and June 30, 2002 on pretax income of $2,912 and $2,890 totalled $914 and $889 respectively. Income tax expense for the six-month period ended June 30, 2003 and June 30, 2002 on pretax income of $5,674 and $5,584 totalled $1,768 and $1,727 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 June 30, 2003.

     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 June 30, 2003, commitments to extend credit totalled $36,566; financial standby letters of credit totalled $708; and performance standby letters of credit totalled $94. 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 retail 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 six-month periods ended June 30, 2003 and years ended December 31, 2002, 2001 and 2000, $137, $274, $510, $426, and $404, 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 June 30, 2003:

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NOTE 13 - CONDENSED FINANCIAL INFORMATION

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

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RESULTS OF OPERATION

CNB Corporation experienced earnings for the three-month period ended June 30, 2003 and 2002 of $1,998 and $2,001, respectively, resulting in a return on average assets of 1.38% and 1.46% and a return on average stockholders' equity of 12.46% and 14.14%.

CNB Corporation experienced earnings for the six-month period ended June 30, 2003 and 2002 of $3,906 and $3,857, respectively, resulting in a return on average assets of 1.37% and 1.45% and a return on average stockholders' equity of 12.35% and 13.79%.

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 $44,675 or 7.9% from $563,067 at June 30, 2002 to $607,742 at June 30, 2003. The following table sets forth the financial highlights for the three-month and six-month periods ending June 30, 2003 and June 30, 2002:

(1) For the three-month period ended June 30, 2003 and June 30, 2002, average total assets amounted to $579,362 and $546,582 with average stockholders' equity totaling $64,137 and $56,594, respectively. For the six-month period ended June 30, 2003 and June 30, 2002, average total assets amounted to $572,202 and $530,391 with average stockholders' equity totaling $63,249 and $55,922 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 2003 and 2002. 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 maintained net interest margins for the three-month and six-month periods ended June 30, 2003, of 4.40% and 4.38%, respectively, and 4.47% and 4.51%, respectively, for the same periods in 2002 as compared to management's long-term target of 4.50%. 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 widened in 2002 as liabilities were re-priced, but falling rates in the first half of 2003 have negatively impacted margins.

Fully-tax-equivalent net interest income showed a 4.1% increase from $5,704 for the three-month period ended June 30, 2002 to $5,937 for the three-month period ended June 30, 2003. During the same period, total fully-tax-equivalent interest income decreased by 2.7% from $8,019 to $7,805 and total interest expense decreased by 19.3% from $2,315 to $1,868. Fully-tax-equivalent net interest income as a percentage of total earning assets has shown a decrease of .07% from 4.47% for the three-month period ended June 30, 2002 to 4.40% for the three-month period ended June 30, 2003.

Fully-tax-equivalent net interest income showed a 4.9% increase from $11,153 for the six-month period ended June 30, 2002 to $11,694 for the six-month period ended June 30, 2003. During the same period, total fully-tax-equivalent interest income decreased by 1.8% from $15,814 to $15,531 and total interest expense decreased by 17.7% from $4,661 to $3,837. Fully-tax-equivalent net interest income as a percentage of total earning assets has shown a decrease of .13% from 4.51% for the six-month period ended June 30, 2002 to 4.38% for the six-month period ended June 30, 2003.

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

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17

18

(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

CNB Corporation and Subsidiary
Rate/Volume Variance Analysis
For the Six Months Ended June 30, 2003 and 2002
(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 six-month period ended June 30, 2003 salaries and employee benefits was due to normal pay increments and the increased costs of providing employee benefits, particularly health insurance coverage, and the addition of the North Myrtle Beach Office. Looking ahead, occupancy expense will grow in late 2003 due to the construction of a new Main Office Banking Center.

Income Taxes - Provisions for income taxes increased 2.8% from $889 for the three-month period ended June 30, 2002 to $914 for the three-month period ended June 30, 2003. Income before income taxes less interest on tax-exempt investment securities increased by 2.0% from $2,604 for the three-month period ended June 30, 2002 to $2,657 for the same period in 2003. State tax liability increased as income before income taxes increased .8% from $2,890 to $2,912 during the same period.

Provisions for income taxes increased 2.4% from $1,727 for the six-month period ended June 30, 2002 to $1,768 for the six-month period ended June 30, 2003. Income before income taxes less interest on tax-exempt investment securities increased by 2.7% from $5,013 for the six-month period ended June 30, 2002 to $5,148 for the same period in 2003 and state tax liability increased as income before income taxes increased 1.6% from $5,584 to $5,674 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 $65,545, $61,125, $53,996 and $48,606 at June 30, 2003, December 31, 2002, December 31, 2001, and December 31, 2000, representing 10.79%, 10.73%, 10.68%, and 10.32% of total assets, respectively. At June 30, 2003, 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 other 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 that 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.

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 August 12, 2003, 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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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

An Annual Meeting of shareholders of CNB Corporation was held in the main office building of The Conway National Bank at 1400 Third Avenue, Conway, South Carolina, at 4:15 p.m., Conway, South Carolina time, on May 13, 2003.

The purpose of the Annual Meeting was to: (1) elect three Directors; and (2) ratify the appointment of Elliott Davis, LLC as the Company's independent public accountant for the fiscal year ending December 31, 2003.

Proxies for the meeting were solicited pursuant to Regulation 14 under the Act; there was no solicitation in opposition to the management's nominees as listed in the proxy statement; and all of such nominees were elected.

There were 502,504 of the 718,143 shares issued present or represented by proxy and the majority of shares were voted for the election of the three Directors listed as management's nominees in the proxy statement; and for the ratification of Elliott Davis, LLC as the Company's 2003 independent public accountant.











































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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)

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


Date:  August 13, 2003

25

CERTIFICATION

              I, W. Jennings Duncan, Chief Executive Officer, certify that;

              1.     I have reviewed this annual report on Form 10-Q of CNB Corporation;

              2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

              3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

              4.     The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

              a)     designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

              b)     evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

              c)     presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

              5.     The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

              a)     all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

              b)     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

              6.     The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  August 13,2003                                                                                                            

                                             /s/W. Jennings Duncan                
                                             W. Jennings Duncan
                                             President and Chief Executive Officer

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CERTIFICATION

              I, Paul R. Dusenbury, Chief Financial Officer, certify that;

              1.     I have reviewed this annual report on Form 10-Q of CNB Corporation;

              2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

              3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

              4.     The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

              a)     designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

              b)     evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

              c)     presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

              5.     The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

              a)     all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

              b)     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

              6.     The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  August 13,2003                                                                                                                      

                                             /s/Paul R. Dusenbury                 
                                             Paul R. Dusenbury
                                             Treasurer and Chief Financial Officer

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