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 (Date of earliest event reported):    June 3, 1998
                                                     -------------------
  
                       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)          (IRS Employer Identification No.)
  
  
          20 N.W. Third Street, Evansville, Indiana 47739
      ----------------------------------------------------------
  (Address of Principal Executive Offices)                 (Zip Code)
  
  
                                (812) 456-3400
                         ----------------------------
         Registrant's Telephone Number, Including Area Code
  
  
                              Not Applicable
                    ---------------------------------------
   (Former Name or Former Address, if Changed Since Last Report)
  
  ======================================================================
  
  
  Page
  
  
  ITEM 5.   OTHER EVENTS.
  ------    ------------
  
        On  April  17,  1998,  CNB  Bancshares,  Inc.,  an  Indiana
  corporation   (the  "Registrant"),  completed  its  merger   with
  Pinnacle   Financial  Services,  Inc.,  a  Michigan   corporation
  ("Pinnacle").   Each outstanding share of Pinnacle  common  stock
  was  converted  into  1.0365 shares of  the  Registrant's  common
  stock, resulting in the issuance of 13.1 million common shares to
  the  former Pinnacle shareholders.  The transaction was accounted
  for  as  a  pooling  of  interests for accounting  and  financial
  reporting purposes.
  
       Attached  to this Form 8-K as Exhibit 99(a) are supplemental
  audited consolidated financial statements of the Registrant,  and
  the  accompanying notes thereon, giving effect  to  the  Pinnacle
  merger to the beginning of the periods presented.
  
  Item 7.   Financial Statements and Exhibits.
  ------    ---------------------------------
  
  (c)  Exhibits:
       --------
  
  Exhibit 23(a)        Consent of KPMG Peat Marwick LLP.
  
  Exhibit 99(a)        Restated  Supplemental Consolidated  Balance
                       Sheets as of December 31, 1997 and 1996, the
                       related Supplemental Consolidated Statements
                       of Income, Changes  in Shareholders' Equity,
                       and Cash  Flows for each of the years in the
                       three-year period  ended  December 31, 1997,
                       and the notes to the Supplemental Consolidated
                       Financial Statements.
  
  
  Page
  
                             SIGNATURE
  
  
       Pursuant to the requirements of the Securities Exchange  Act
  of  1934, as amended, the Registrant has duly caused this  report
  to  be  signed  on its behalf by the undersigned  thereunto  duly
  authorized.
  
      Dated: June 3, 1998
  
                                      CNB BANCSHARES, INC.
                                  --------------------------------------
                                      (Registrant)
  
                             By:      /s/ John R. Spruill
                                  --------------------------------------
                                      John R. Spruill
                                      Executive Vice President
  
  
  Page
  
  
                           EXHIBIT INDEX
                           -------------
  
  Exhibit No.                   Description
  ----------                    -----------
  
  23(a)                    Consent of KPMG Peat Marwick LLP.
  
  99(a)                    Restated Supplemental Consolidated Balance
                           Sheets as of  December 31,  1997  and 1996,
                           the related Supplemental Consolidated Statements
                           of Income, Changes in Shareholders' Equity,
                           and Cash Flows for each of the years in the
                           three-year period ended December  31,  1997,
                           and the notes to the Supplemental Consolidated
                           Financial Statements.
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metadata_filer: {"company-data": {"conformed-name": "CNB BANCSHARES INC", "cik": "0000724198", "assigned-sic": "6021", "irs-number": "351568731", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11685", "film-number": "98641851"}, "business-address": {"street1": "20 N W THIRD ST", "city": "EVANSVILLE", "state": "IN", "zip": "47739", "phone": "8124563400"}, "mail-address": {"street1": "20 N W THIRD STREET", "city": "EVANSVILLE", "state": "IN", "zip": "47739"}}
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 (Date of earliest event reported):    June 3, 1998
                                                     -------------------
  
                       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)          (IRS Employer Identification No.)
  
          20 N.W. Third Street, Evansville, Indiana 47739
      ----------------------------------------------------------
  (Address of Principal Executive Offices)                 (Zip Code)
  
                                (812) 456-3400
                         ----------------------------
         Registrant's Telephone Number, Including Area Code
  
                              Not Applicable
                    ---------------------------------------
   (Former Name or Former Address, if Changed Since Last Report)
  
  ======================================================================
  
  Page
  
  ITEM 5.   OTHER EVENTS.
  ------    ------------
  
        On  April  17,  1998,  CNB  Bancshares,  Inc.,  an  Indiana
  corporation   (the  "Registrant"),  completed  its  merger   with
  Pinnacle   Financial  Services,  Inc.,  a  Michigan   corporation
  ("Pinnacle").   Each outstanding share of Pinnacle  common  stock
  was  converted  into  1.0365 shares of  the  Registrant's  common
  stock, resulting in the issuance of 13.1 million common shares to
  the  former Pinnacle shareholders.  The transaction was accounted
  for  as  a  pooling  of  interests for accounting  and  financial
  reporting purposes.
  
       Attached  to this Form 8-K as Exhibit 99(a) are supplemental
  audited consolidated financial statements of the Registrant,  and
  the  accompanying notes thereon, giving effect  to  the  Pinnacle
  merger to the beginning of the periods presented.
  
  Item 7.   Financial Statements and Exhibits.
  ------    ---------------------------------
  
  (c)  Exhibits:
       --------
  
  Exhibit 23(a)        Consent of KPMG Peat Marwick LLP.
  
  Exhibit 99(a)        Restated  Supplemental Consolidated  Balance
                       Sheets as of December 31, 1997 and 1996, the
                       related Supplemental Consolidated Statements
                       of Income, Changes  in Shareholders' Equity,
                       and Cash  Flows for each of the years in the
                       three-year period  ended  December 31, 1997,
                       and the notes to the Supplemental Consolidated
                       Financial Statements.
  
  Page
  
                             SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange  Act
  of  1934, as amended, the Registrant has duly caused this  report
  to  be  signed  on its behalf by the undersigned  thereunto  duly
  authorized.
  
      Dated: June 3, 1998
  
                                      CNB BANCSHARES, INC.
                                  --------------------------------------
                                      (Registrant)
  
                             By:      /s/ John R. Spruill
                                  --------------------------------------
                                      John R. Spruill
                                      Executive Vice President
  
  Page
  
                           EXHIBIT INDEX
                           -------------
  
  Exhibit No.                   Description
  ----------                    -----------
  
  23(a)                    Consent of KPMG Peat Marwick LLP.
  
  99(a)                    Restated Supplemental Consolidated Balance
                           Sheets as of  December 31,  1997  and 1996,
                           the related Supplemental Consolidated Statements
                           of Income, Changes in Shareholders' Equity,
                           and Cash Flows for each of the years in the
                           three-year period ended December  31,  1997,
                           and the notes to the Supplemental Consolidated
                           Financial Statements.