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
  _____________________________________________________________________________
  
  
                                                          October 20, 1997
  Date of Report (Date of earliest event reported):      (October 14, 1997)
                                                         __________________
  
                               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)
  
  
        Registrant's telephone number, including area code:  812-464-3400
  
                                  Not Applicable
          _____________________________________________________________
          (Former name or former address, if changed since last report)
  
  =============================================================================
  
  Page 1
  
  
  ITEMS 1-4.  Not applicable.
  
  ITEM 5.  OTHER EVENTS.
  
       (a)   CNB Bancshares, Inc., an Indiana corporation ("CNB"), and Pinnacle
  Financial  Services, Inc., a Michigan corporation ("Pinnacle"), have  entered
  into  an  Agreement  and Plan of Merger, dated as of October  14,  1997  (the
  "Merger Agreement"), which provides for the merger (the "Merger") of Pinnacle
  with  and  into  CNB.   The  Merger  is subject  to,  among  other  customary
  conditions, the requisite approvals of the shareholders of Pinnacle  and  CNB
  and various regulatory approvals.
  
       Pursuant to the Merger Agreement, (i) each issued and outstanding  share
  of common stock, without par value of Pinnacle (the "Pinnacle Common"), would
  be  exchanged  for  1.0365 shares (the "Conversion Ratio") of  common  stock,
  stated  value $1.00 per share of CNB (the "CNB Common"), and (ii) each issued
  and  outstanding share of CNB Common would remain outstanding, unaffected  by
  the Merger.
  
      The Merger Agreement may be terminated by Pinnacle if (i) the CNB Average
  Price  (defined in the Merger Agreement as the average of the  daily  closing
  prices of CNB Common for the twenty consecutive New York Stock Exchange, Inc.
  ("N.Y.S.E.")  trading  days preceding the fifth calendar  day  prior  to  the
  Closing  Date (the "Determination Date")) is less than $36.00, and  (ii)  (a)
  the  number  obtained by dividing the CNB Average Price by the  CNB  Starting
  Price  (defined in the Merger Agreement as the average of the  daily  closing
  prices of CNB Common for the ten consecutive N.Y.S.E. trading days commencing
  on the day five N.Y.S.E. trading days before the first public announcement of
  the  Merger)  is  less  than (b) the number obtained by  dividing  the  Index
  Average Price (defined in the Merger Agreement as the weighted average of the
  daily closing sale prices for all of the companies in the Index Group (listed
  on  Exhibit 7.09 of the Merger Agreement) for the twenty consecutive N.Y.S.E.
  trading  days  ending on the Determination Date) by the Index Starting  Price
  (defined in the Merger Agreement as the weighted average of the daily closing
  sale  prices for all of the companies comprising the Index Group for the  ten
  consecutive N.Y.S.E. trading days commencing on the day five N.Y.S.E. trading
  days before the first public announcement of the Merger) and multiplying  the
  quotient  in this clause (ii)(b) by 0.82.  CNB has the option, in  the  event
  that  Pinnacle determines to terminate the Merger Agreement pursuant  to  the
  preceding sentence, to increase the Conversion Ratio pursuant to the  formula
  set  forth in Section 7.09(b) of the Merger Agreement and, in such event, the
  Merger Agreement would remain in effect as so adjusted.
  
       The  foregoing description of the Merger Agreement is qualified  in  its
  entirety by reference to the Merger Agreement, which is attached as Exhibit 2
  to  the  Form  8-K  dated October 20, 1997, as filed  by  Pinnacle  with  the
  Securities and Exchange Commission and incorporated herein by reference.
  
       (b)   In connection with the execution of the Merger Agreement, CNB  and
  Pinnacle entered into a Stock Option Agreement, dated as of October 14,  1997
  (the "Option Agreement"), pursuant to which Pinnacle granted CNB the right to
  purchase from Pinnacle up to 2,000,000 shares of Pinnacle Common at  a  price
  of  $37.00 per share (subject to possible adjustment pursuant to Section 5 of
  the Option Agreement), upon the occurrence of certain events described in the
  Option Agreement relating generally to the acquisition of Pinnacle by a third
  party.
  
       The  foregoing description of the Option Agreement is qualified  in  its
  entirety  by  reference  to  the  Option  Agreement,  which  is  attached  as
  Exhibit  99.1  to  the Form 8-K dated as of October 20,  1997,  as  filed  by
  Pinnacle  with  the  Securities and Exchange Commission and  is  incorporated
  herein by reference.
  
  
  Page 2
  
  
      (c)  The joint press release of CNB and Pinnacle announcing the execution
  of   the  Merger  Agreement  is  attached  hereto  as  Exhibit  99.2  and  is
  incorporated herein by reference.
  
  
  ITEM 7.  FINANCIAL STATEMENTS
           PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
  
      (a) - (b) Not applicable.
  
      (c)  Exhibits Required by Item 601 of Regulation S-K:
  
          2     Agreement  and  Plan of Merger,  by  and  between  CNB Bancshares,
                Inc. and Pinnacle Financial Services,  Inc.,  dated as  of October
                14, 1997 (incorporated by reference to Exhibit  2 of the Form 8-K 
                of Pinnacle dated as of October 20, 1997).
  
          99.1  Stock  Option  Agreement,  by  and  between  CNB Bancshares, Inc.
                and Pinnacle Financial Services, Inc. dated  as of  October 14,
                1997 (incorporated by reference to Exhibit  99.1 of the Form 8-K
                of Pinnacle dated as of October 20, 1997).
  
          99.2  Press release issued by CNB Bancshares, Inc.  and Pinnacle 
                Financial Services, Inc. on October 15, 1997.
  
  ITEM 8.  CHANGE IN FISCAL YEAR.
  
      Not applicable.
  
  
  
                                   SIGNATURES
  
  
       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:  October 20, 1997.
  
                        CNB BANCSHARES, INC.
  
  
                        By:  /s/ John R. Spruill
                             _______________________________________
                             John R. Spruill
                             Executive Vice President and Chief Financial Officer
  
  
  Page 3
  
  
  
                                  EXHIBIT INDEX
                                  _____________
  
  
  Exhibit No.           Description
  ___________           ___________
  
  2                     Agreement  and Plan of Merger, by and  between CNB
                        Bancshares, Inc. and Pinnacle Financial Services, Inc.,
                        dated as of October 14, 1997 (incorporated by reference to
                        Exhibit  2 of the Form 8-K of Pinnacle dated as of October
                        20, 1997).
  
  99.1                  Stock  Option Agreement, by and between CNB Bancshares,
                        Inc.  and Pinnacle Financial  Services,  Inc., dated as of
                        October 14, 1997 (incorporated by reference  to Exhibit
                        99.1  of  the  Form 8-K of Pinnacle  dated  as  of
                        October 20, 1997).
  
  99.2                  Joint  press release issued by CNB Bancshares, Inc. and
                        Pinnacle Financial Services, Inc. on October  15, 1997.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 8440}]
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": "97699285"}, "business-address": {"street1": "20 N W THIRD ST", "city": "EVANSVILLE", "state": "IN", "zip": "47739", "phone": "8124643400"}, "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
  _____________________________________________________________________________
  
                                                          October 20, 1997
  Date of Report (Date of earliest event reported):      (October 14, 1997)
                                                         __________________
  
                               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)
  
        Registrant's telephone number, including area code:  812-464-3400
  
                                  Not Applicable
          _____________________________________________________________
          (Former name or former address, if changed since last report)
  
  =============================================================================
  
  Page 1
  
  ITEMS 1-4.  Not applicable.
  
  ITEM 5.  OTHER EVENTS.
  
       (a)   CNB Bancshares, Inc., an Indiana corporation ("CNB"), and Pinnacle
  Financial  Services, Inc., a Michigan corporation ("Pinnacle"), have  entered
  into  an  Agreement  and Plan of Merger, dated as of October  14,  1997  (the
  "Merger Agreement"), which provides for the merger (the "Merger") of Pinnacle
  with  and  into  CNB.   The  Merger  is subject  to,  among  other  customary
  conditions, the requisite approvals of the shareholders of Pinnacle  and  CNB
  and various regulatory approvals.
  
       Pursuant to the Merger Agreement, (i) each issued and outstanding  share
  of common stock, without par value of Pinnacle (the "Pinnacle Common"), would
  be  exchanged  for  1.0365 shares (the "Conversion Ratio") of  common  stock,
  stated  value $1.00 per share of CNB (the "CNB Common"), and (ii) each issued
  and  outstanding share of CNB Common would remain outstanding, unaffected  by
  the Merger.
  
      The Merger Agreement may be terminated by Pinnacle if (i) the CNB Average
  Price  (defined in the Merger Agreement as the average of the  daily  closing
  prices of CNB Common for the twenty consecutive New York Stock Exchange, Inc.
  ("N.Y.S.E.")  trading  days preceding the fifth calendar  day  prior  to  the
  Closing  Date (the "Determination Date")) is less than $36.00, and  (ii)  (a)
  the  number  obtained by dividing the CNB Average Price by the  CNB  Starting
  Price  (defined in the Merger Agreement as the average of the  daily  closing
  prices of CNB Common for the ten consecutive N.Y.S.E. trading days commencing
  on the day five N.Y.S.E. trading days before the first public announcement of
  the  Merger)  is  less  than (b) the number obtained by  dividing  the  Index
  Average Price (defined in the Merger Agreement as the weighted average of the
  daily closing sale prices for all of the companies in the Index Group (listed
  on  Exhibit 7.09 of the Merger Agreement) for the twenty consecutive N.Y.S.E.
  trading  days  ending on the Determination Date) by the Index Starting  Price
  (defined in the Merger Agreement as the weighted average of the daily closing
  sale  prices for all of the companies comprising the Index Group for the  ten
  consecutive N.Y.S.E. trading days commencing on the day five N.Y.S.E. trading
  days before the first public announcement of the Merger) and multiplying  the
  quotient  in this clause (ii)(b) by 0.82.  CNB has the option, in  the  event
  that  Pinnacle determines to terminate the Merger Agreement pursuant  to  the
  preceding sentence, to increase the Conversion Ratio pursuant to the  formula
  set  forth in Section 7.09(b) of the Merger Agreement and, in such event, the
  Merger Agreement would remain in effect as so adjusted.
  
       The  foregoing description of the Merger Agreement is qualified  in  its
  entirety by reference to the Merger Agreement, which is attached as Exhibit 2
  to  the  Form  8-K  dated October 20, 1997, as filed  by  Pinnacle  with  the
  Securities and Exchange Commission and incorporated herein by reference.
  
       (b)   In connection with the execution of the Merger Agreement, CNB  and
  Pinnacle entered into a Stock Option Agreement, dated as of October 14,  1997
  (the "Option Agreement"), pursuant to which Pinnacle granted CNB the right to
  purchase from Pinnacle up to 2,000,000 shares of Pinnacle Common at  a  price
  of  $37.00 per share (subject to possible adjustment pursuant to Section 5 of
  the Option Agreement), upon the occurrence of certain events described in the
  Option Agreement relating generally to the acquisition of Pinnacle by a third
  party.
  
       The  foregoing description of the Option Agreement is qualified  in  its
  entirety  by  reference  to  the  Option  Agreement,  which  is  attached  as
  Exhibit  99.1  to  the Form 8-K dated as of October 20,  1997,  as  filed  by
  Pinnacle  with  the  Securities and Exchange Commission and  is  incorporated
  herein by reference.
  
  Page 2
  
      (c)  The joint press release of CNB and Pinnacle announcing the execution
  of   the  Merger  Agreement  is  attached  hereto  as  Exhibit  99.2  and  is
  incorporated herein by reference.
  
  ITEM 7.  FINANCIAL STATEMENTS
           PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
  
      (a) - (b) Not applicable.
  
      (c)  Exhibits Required by Item 601 of Regulation S-K:
  
          2     Agreement  and  Plan of Merger,  by  and  between  CNB Bancshares,
                Inc. and Pinnacle Financial Services,  Inc.,  dated as  of October
                14, 1997 (incorporated by reference to Exhibit  2 of the Form 8-K 
                of Pinnacle dated as of October 20, 1997).
  
          99.1  Stock  Option  Agreement,  by  and  between  CNB Bancshares, Inc.
                and Pinnacle Financial Services, Inc. dated  as of  October 14,
                1997 (incorporated by reference to Exhibit  99.1 of the Form 8-K
                of Pinnacle dated as of October 20, 1997).
  
          99.2  Press release issued by CNB Bancshares, Inc.  and Pinnacle 
                Financial Services, Inc. on October 15, 1997.
  
  ITEM 8.  CHANGE IN FISCAL YEAR.
  
      Not applicable.
  
                                   SIGNATURES
  
       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:  October 20, 1997.
  
                        CNB BANCSHARES, INC.
  
                        By:  /s/ John R. Spruill
                             _______________________________________
                             John R. Spruill
                             Executive Vice President and Chief Financial Officer
  
  Page 3
  
                                  EXHIBIT INDEX
                                  _____________
  
  Exhibit No.           Description
  ___________           ___________
  
  2                     Agreement  and Plan of Merger, by and  between CNB
                        Bancshares, Inc. and Pinnacle Financial Services, Inc.,
                        dated as of October 14, 1997 (incorporated by reference to
                        Exhibit  2 of the Form 8-K of Pinnacle dated as of October
                        20, 1997).
  
  99.1                  Stock  Option Agreement, by and between CNB Bancshares,
                        Inc.  and Pinnacle Financial  Services,  Inc., dated as of
                        October 14, 1997 (incorporated by reference  to Exhibit
                        99.1  of  the  Form 8-K of Pinnacle  dated  as  of
                        October 20, 1997).
  
  99.2                  Joint  press release issued by CNB Bancshares, Inc. and
                        Pinnacle Financial Services, Inc. on October  15, 1997.