content: SECURITIES AND EXCHANGE COMMISSION
                                          
                               Washington, D.C. 20549
                                          
                                          
                                          
                                      Form 8-K
                                          
                                          
                                   CURRENT REPORT
                                          
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
                                          
  Date of Report                                               September 11, 1996
  (Date of earliest event reported)
                                          
                                          
                                CNB BANCSHARES, INC.
               (Exact name of registrant as specified in its charter)
                                          
                                          
                                       Indiana
                   (State or other jurisdiction of incorporation)
  
  
        0-11510                                          35-1568731
  (Commission File Number)                (I.R.S. Employer Identification Number)
  
  
  20 N.W. Third Street, Evansville, Indiana                                47739
  (Address of principal executive offices)                              (Zip Code)
  
  
                                    812-464-3400
                (Registrant's telephone number, including area code)
  
                                        Page
  
  Item 4. Changes in Registrant's Certifying Accountant
  
  On Wednesday, September 11, 1996, CNB Bancshares, Inc., an Indiana Corporation
  (CNB) retained KPMG Peat Marwick LLP as its independent auditors for the fiscal
  year ending December 31, 1996, to replace Geo. S. Olive & Co. LLC, the current
  auditors of CNB.  The decision was recommended by management of CNB and approved
  by CNB's Audit Committee following receipt of proposals from various auditing
  firms at which time a determination was made to engage KPMG Peat Marwick LLP as
  CNB's independent auditors for the 1996 fiscal year.
  
  The reports of Geo. S. Olive & Co. LLC on CNB's consolidated financial
  statements for the years ended December 31, 1994 and December 31, 1995 did not
  contain an adverse opinion or a disclaimer of opinion, and the reports were not
  qualified or modified as to uncertainty, audit scope or accounting principles.
  
  In connection with the audits of CNB's financial statements for each of the two
  fiscal years ended December 31, 1994 and December 31, 1995, and in the
  subsequent interim period, there were no unresolved issues, scope restrictions,
  unanswered questions or disagreements with Geo. S. Olive & Co. LLC on any matter
  of accounting principles or practices, financial statement disclosure, or
  auditing scope or procedure which, if not resolved to the satisfaction of Geo.
  S. Olive & Co. LLC would have caused Geo. S. Olive & Co. LLC to make reference
  to the matter in their report.
  
  In connection with the audits of CNB's financial statements for each of the two
  fiscal years ended December 31, 1994 and December 31, 1995, and the subsequent
  interim period:
  
       a)   Geo. S. Olive & Co. LLC did not advise CNB that the internal controls
            necessary for CNB to develop reliable financial statements do not
            exist;
  
       b)   Geo. S. Olive & Co. LLC did not advise CNB that information had
            come to the attention of Geo. S. Olive & Co. LLC that had led it to
            no longer be able to rely on CNB's management representations, or
            that had made Geo. S. Olive & Co. LLC unwilling to be associated
            with the financial statements prepared by CNB's management;
  
       c)   Geo. S. Olive & Co. LLC did not advise CNB that Geo. S. Olive Co.
            LLC would need to expand significantly the scope of its audit, or
            that information had come to the attention of Geo. S. Olive Co. LLC
            during such time period that if further investigated may (i)
            materially impact the fairness or reliability of either a previously
            issued audit report or the underlying financial statements, or the
            financial statements issued or to be issued covering the fiscal
            periods subsequent to the date of the most recent financial statements
            covered by an audit report (including information that may   
       
                                       Page
       
            prevent it from rendering an unqualified audit report on those
            financial statements) or (ii) cause Geo. S. Olive Co. LLC to be
            unwilling to rely on CNB's management representations or be associated
            with CNB's consolidated financial statements; and
  
   d)       Geo. S. Olive Co. LLC did not advise CNB that information had come to
            the attention of Geo. S. Olive Co. LLC of the type described in
            Subparagraph (c) above, the issue not being resolved to the
            satisfaction of Geo. S. Olive Co. LLC prior to its dismissal.
  
  CNB requested Geo. S. Olive Co. LLC to furnish it a letter addressed to the
  Commission stating whether it agrees with the above statements, a copy of which
  letter is attached as an exhibit to this Form 8-K.
  
  During fiscal years ended December 31, 1994 and December 31, 1995 and the
  subsequent interim period prior to engaging KPMG Peat Marwick LLP, CNB (or
  anyone on CNB's behalf) did not consult KPMG Peat Marwick LLP regarding:
  
         (i)  either the application of accounting principles to a specified
         transaction, either completed or proposed; or the type of audit opinion
         that might be rendered on CNB's financial statements; and as such no
         written report was provided to CNB's and no oral advice was provided
         that the new accountant concluded was an important factor considered by
         CNB in reaching a decision as to any accounting, auditing or financial
         reporting issue, or;
  
    (ii) any matter that was either the subject of a disagreement or a reportable
         event.
  
  Item 7. Financial Statements and Exhibits
  
     (c) Exhibits:
  
         (16) Letter of Geo. S. Olive Co. LLC regarding change in certifying
              accountant
                                          
                                        Page
                                          
                                     SIGNATURES
  
  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 hereunto duly authorized.
  
  
  Date:  September 11, 1996
  
  CNB Bancshares, Inc.
  (Registrant)
  
  
  
  
  /s/ JOHN R. SPRUILL
  John R. Spruill
  Executive Vice President & Chief Financial Officer
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text: SECURITIES AND EXCHANGE COMMISSION
                                          
                               Washington, D.C. 20549
                                          
                                          
                                          
                                      Form 8-K
                                          
                                          
                                   CURRENT REPORT
                                          
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
                                          
  Date of Report                                               September 11, 1996
  (Date of earliest event reported)
                                          
                                          
                                CNB BANCSHARES, INC.
               (Exact name of registrant as specified in its charter)
                                          
                                          
                                       Indiana
                   (State or other jurisdiction of incorporation)
  
        0-11510                                          35-1568731
  (Commission File Number)                (I.R.S. Employer Identification Number)
  
  20 N.W. Third Street, Evansville, Indiana                                47739
  (Address of principal executive offices)                              (Zip Code)
  
                                    812-464-3400
                (Registrant's telephone number, including area code)
  
                                        Page
  
  Item 4. Changes in Registrant's Certifying Accountant
  
  On Wednesday, September 11, 1996, CNB Bancshares, Inc., an Indiana Corporation
  (CNB) retained KPMG Peat Marwick LLP as its independent auditors for the fiscal
  year ending December 31, 1996, to replace Geo. S. Olive & Co. LLC, the current
  auditors of CNB.  The decision was recommended by management of CNB and approved
  by CNB's Audit Committee following receipt of proposals from various auditing
  firms at which time a determination was made to engage KPMG Peat Marwick LLP as
  CNB's independent auditors for the 1996 fiscal year.
  
  The reports of Geo. S. Olive & Co. LLC on CNB's consolidated financial
  statements for the years ended December 31, 1994 and December 31, 1995 did not
  contain an adverse opinion or a disclaimer of opinion, and the reports were not
  qualified or modified as to uncertainty, audit scope or accounting principles.
  
  In connection with the audits of CNB's financial statements for each of the two
  fiscal years ended December 31, 1994 and December 31, 1995, and in the
  subsequent interim period, there were no unresolved issues, scope restrictions,
  unanswered questions or disagreements with Geo. S. Olive & Co. LLC on any matter
  of accounting principles or practices, financial statement disclosure, or
  auditing scope or procedure which, if not resolved to the satisfaction of Geo.
  S. Olive & Co. LLC would have caused Geo. S. Olive & Co. LLC to make reference
  to the matter in their report.
  
  In connection with the audits of CNB's financial statements for each of the two
  fiscal years ended December 31, 1994 and December 31, 1995, and the subsequent
  interim period:
  
       a)   Geo. S. Olive & Co. LLC did not advise CNB that the internal controls
            necessary for CNB to develop reliable financial statements do not
            exist;
  
       b)   Geo. S. Olive & Co. LLC did not advise CNB that information had
            come to the attention of Geo. S. Olive & Co. LLC that had led it to
            no longer be able to rely on CNB's management representations, or
            that had made Geo. S. Olive & Co. LLC unwilling to be associated
            with the financial statements prepared by CNB's management;
  
       c)   Geo. S. Olive & Co. LLC did not advise CNB that Geo. S. Olive Co.
            LLC would need to expand significantly the scope of its audit, or
            that information had come to the attention of Geo. S. Olive Co. LLC
            during such time period that if further investigated may (i)
            materially impact the fairness or reliability of either a previously
            issued audit report or the underlying financial statements, or the
            financial statements issued or to be issued covering the fiscal
            periods subsequent to the date of the most recent financial statements
            covered by an audit report (including information that may   
       
                                       Page
       
            prevent it from rendering an unqualified audit report on those
            financial statements) or (ii) cause Geo. S. Olive Co. LLC to be
            unwilling to rely on CNB's management representations or be associated
            with CNB's consolidated financial statements; and
  
   d)       Geo. S. Olive Co. LLC did not advise CNB that information had come to
            the attention of Geo. S. Olive Co. LLC of the type described in
            Subparagraph (c) above, the issue not being resolved to the
            satisfaction of Geo. S. Olive Co. LLC prior to its dismissal.
  
  CNB requested Geo. S. Olive Co. LLC to furnish it a letter addressed to the
  Commission stating whether it agrees with the above statements, a copy of which
  letter is attached as an exhibit to this Form 8-K.
  
  During fiscal years ended December 31, 1994 and December 31, 1995 and the
  subsequent interim period prior to engaging KPMG Peat Marwick LLP, CNB (or
  anyone on CNB's behalf) did not consult KPMG Peat Marwick LLP regarding:
  
         (i)  either the application of accounting principles to a specified
         transaction, either completed or proposed; or the type of audit opinion
         that might be rendered on CNB's financial statements; and as such no
         written report was provided to CNB's and no oral advice was provided
         that the new accountant concluded was an important factor considered by
         CNB in reaching a decision as to any accounting, auditing or financial
         reporting issue, or;
  
    (ii) any matter that was either the subject of a disagreement or a reportable
         event.
  
  Item 7. Financial Statements and Exhibits
  
     (c) Exhibits:
  
         (16) Letter of Geo. S. Olive Co. LLC regarding change in certifying
              accountant
                                          
                                        Page
                                          
                                     SIGNATURES
  
  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 hereunto duly authorized.
  
  Date:  September 11, 1996
  
  CNB Bancshares, Inc.
  (Registrant)
  
  /s/ JOHN R. SPRUILL
  John R. Spruill
  Executive Vice President & Chief Financial Officer