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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b)

Name and Address of ReportingPerson* (Last, First, Middle)

Issuer Name and Ticker orTrading Symbol

I.R.S. Identification Number of ReportingPerson, if an entity (Voluntary)

Strimbu, William J.

F.N.B. Corporation (FBAN)

###-##-####

Waters, John D.

F.N.B. Corporation (FBAN)

###-##-####

3500 Parkway Road

Statement for (Month/Day/Year)

If Amendment, Date of Original (Month/Day/Year)

1130 Rodeo Drive

Statement for (Month/Day/Year)

If Amendment, Date of Original (Month/Day/Year)

12/31/2002

(Street)

Relationship of Reporting Person(s) to Issuer (Check All Applicable)

Individual or Joint/Group Filing(Check Applicable Line)

Brookfield, OH 44403 (City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Hermitage, PA 16148 (City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

Vice President & Director of Investor Relations

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.

*		If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security(Instr. 3)

Transaction Date(Month/Day/Year)

2a.

Deemed ExecutionDate, if any.(Month/Day/Year)

Transaction Code(Instr. 8)

Securities Acquired (A)or Disposed of (D)(Instr. 3, 4 and 5)

Amount of SecuritiesBeneficially OwnedFollowing Reported Transactions(s)(Instr. 3 and 4)

OwnershipForm:Direct (D) orIndirect (I)(Instr. 4)

Nature ofIndirectBeneficialOwnership(Instr. 4)

Code

Amount

(A)or(D)

Price

COMMON

~~51717~~1466.~~000~~357 (1)

COMMON

~~192~~5365.~~667 (2)~~0000

~~BY TRUST (DEFERRED PLAN)~~

COMMON

510.0000

COMMON

(2)

115.0065

28.3997

1511.8669

BY TRUST (401K PLAN)

COMMON

(2)

326.8247

(3)

1765.3693

BY TRUST (401K PLAN)

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1.	Title of DerivativeSecurity(Instr. 3)	2.	Conversion or ExercisePrice of DerivativeSecurity		3.	TransactionDate(Month/Day/Year)	3a.	Deemed ExecutionDate, if any(Month/Day/Year)	4.	TransactionCode(Instr. 8)		5.	Number of Derivative SecuritiesAcquired (A) or Disposed of (D)(Instr. 3, 4 and 5)
										Code	V		(A)	(D)
	STOCK OPTIONS (GRANTED 01/24/1999)			21.03		(3)
	STOCK OPTIONS (GRANTED 01/26/1997)			17.72		(4)
	STOCK OPTIONS (GRANTED 04/29/1999)			19.80		(3)
	STOCK OPTIONS (GRANTED 01/18/1998)			27.28		(4)
	STOCK OPTIONS (GRANTED 01/23/2000)			20.22		(3)
	STOCK OPTIONS (GRANTED 01/24/1999)			21.03		(4)
	STOCK OPTIONS (GRANTED 01/22/2001)			20.66		(3)
	STOCK OPTIONS (GRANTED 01/23/2000)			20.22		(4)
	STOCK OPTIONS (GRANTED 01/20/2002)			26.90		01/20/2002				A			1417
	STOCK OPTIONS (GRANTED 01/22/2001)			20.66		(4)
				25.62		(3)
	STOCK OPTIONS (GRANTED 01/20/2002)			25.62		(4)
	COMMON STOCK EQUIVALENT (6)

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable andExpiration Date(Month/Day/Year)

Title and Amount of Underlying Securities(Instr. 3 and 4)

Price of DerivativeSecurity(Instr. 5)

Number of DerivativeSecurities Beneficially OwnedFollowing Reported Transaction(s) (Instr. 4)

10.

Ownership Form of Derivative Security:Direct (D) or Indirect (I)(Instr. 4)

11.

Nature ofIndirectBeneficialOwnership(Instr. 4)

DateExercisable

ExpirationDate

Title

Amount orNumber ofShares

01/25/2000

01/24/2009

COMMON STOCK

1318

IMMED

01/26/2007

COMMON STOCK

14666

04/30/2000

04/29/2009

COMMON STOCK

388

(5)

01/18/2008

COMMON STOCK

10446

01/24/2001

01/23/2010

COMMON STOCK

1314

(5)

01/24/2009

COMMON STOCK

19494

01/23/2002

01/22/2011

COMMON STOCK

1589

(5)

01/23/2010

COMMON STOCK

21413

01/21/2003

01/20/2012

COMMON STOCK

1417

SEE BELOW

(5)

01/22/2011

COMMON STOCK

21971

01/21/2003

01/20/2012

COMMON STOCK

1487

(5)

01/20/2012

COMMON STOCK

12841

(7)

COMMON STOCK

954

954 (8)

INTEREST IN PLAN

Explanation of Responses:

(1) Includes ~~2462~~11.464 shares acquired asunder athe ~~result~~F.N.B. ofCorporation aDividend 5%Reinvestment ~~stock dividend on 05/31/2002~~Plan.

(2) ~~Shares~~Transactions ~~held in trust and deferred~~ under ~~the~~exempt ~~F.N.B.~~401(k) ~~Corporation Directors' Compensation~~ Plan~~. Includes~~ ~~8.970~~during ~~shares deferred as a result of a 5% stock dividend on 05/31/~~2002 ~~and 5~~.~~480 shares deferred under the F.N.B. Corporation Dividend Reinvestment Plan.~~

(3) Represents ~~change~~employer inmatching ~~exercise~~contributions ~~price~~pursuant ~~and number of shares obtainable upon exercise due~~ to aexempt 5%401(k) ~~stock dividend on 05/31/2002~~Plan.

/s/ William J. Strimbu		12/31/2002
**Signature of Reporting Person		Date

(4) No activity since date of last report; included solely to represent current beneficial ownership.

(5) Options vest over a five year period, 20% each year on anniversary of grant date.

(6) Represents credit under supplemental retirement plan for employer matching contributions which reporting person was prevented from receiving under exempt 401(k) Plan.

(7) Upon entitlement to amounts under 401(k) plan

(8) Includes 7.5598 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

/s/ John D. Waters		12/31/2002
**Signature of Reporting Person		Date

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:		File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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