U.S. 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 MAY 22, 2002
                           ---------------------------
                        (Date of earliest event reported)


                          CNB FLORIDA BANCSHARES, INC.
                          ----------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                     FLORIDA
                                     -------
                 (State or other jurisdiction of incorporation)

        0-25988                                                 59-2958616
-----------------------                                     --------------------
(Commission File Number)                                      (IRS Employer
                                                             Identification No.)

 9715 Gate Parkway North
  Jacksonville, Florida                                           32246
------------------------                                    --------------------
 (Address of principal                                           (Zip Code)
  executive offices)


       Registrant's telephone number, including area code: (904) 997-8484






Item 4.  Changes in Registrant's Certifying Accountants.

     On May 22, 2002 CNB Florida Bancshares,  Inc. (the "Company") dismissed its
independent   accountants,   Arthur  Andersen  LLP  ("Andersen")  and  appointed
PricewaterhouseCoopers  LLP  as  its  new  independent  accountants,   effective
immediately. This termination followed the Company's decision to seek statements
of qualifications from independent  accountants to audit the Company's financial
statements for the fiscal year ending December 31, 2002. The decision to dismiss
Andersen and to retain  PricewaterhouseCoopers LLP was approved by the Company's
Board of  Directors  on May 22,  2002,  upon  the  recommendation  of its  Audit
Committee.

     During the Company's two most recent fiscal years ended  December 31, 2001,
and the subsequent  interim period through Andersen's  dismissal,  there were no
disagreements  between  the Company  and  Andersen  on any matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which disagreements if not resolved to Andersen's satisfaction would
have caused them to make reference to the subject matter of the  disagreement in
connection with their reports.

     None of the  reportable  events  described  under  Item  304 (a) (1) (v) of
Regulation  S-K occurred  within the  Company's two most recent fiscal years and
the subsequent interim period through March 31, 2002.

     The audit reports of Andersen on the consolidated  financial  statements of
the Company and its  subsidiary as of December 31, 2001 and 2000 did not contain
any  adverse  opinion or  disclaimer  of  opinion,  nor were they  qualified  or
modified as to uncertainty, audit scope, or accounting principles. A letter from
Andersen is attached as Exhibit 16.1.

     During the Company's  two most recent fiscal years ended  December 31, 2001
and the subsequent interim period through Andersen's dismissal,  the Company did
not consult  with  PricewaterhouseCoopers  LLP  regarding  any of the matters or
events set forth in Item 304 (a) (2) (i) and (ii) of Regulation S-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)      Exhibits

                  Exhibit No.                        Description
                  -----------                        -----------

                  16.1                               Letter  of  Arthur Andersen
                                                     LLP  regarding   change  in
                                                     certifying accountant

                                    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 hereunto duly authorized.

                                                   CNB FLORIDA BANCSHARES, INC.
                                                   ----------------------------
                                                   (Registrant)

Date:  May 22, 2002                                By: /s/ G. Thomas Frankland

                                                   (Signature)

                                                   G. Thomas Frankland
                                                   Executive Vice President and
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)