OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005

Estimated average burden
hours per response...0.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 Reporting
Person*

Issuer Name and Ticker or Trading
Symbol

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

Wallace, Archie O.

(Last) (First) (Middle)

F.N.B. Corporation (FBAN)

###-##-####

288 East Avenue

(Street)

Statement for Month/Day/Year

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

12/31/2002

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

Individual or Joint/Group Filing
(Check Applicable Line)

Greenville PA 16125

(City) (State) (Zip)

Director

10% Owner

Form Filed by One Reporting Person

Officer (give title below)

Form Filed by More than One Reporting Person

Other (specify below)

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 Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

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

Amount of Sec-
urities Beneficially
Owned Following
Reported Trans-
action(s)
(Instr. 3 and 4)

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

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

Amount

(A)
or
(D)

Price

COMMON

34135.938 (1)

Page 2


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

1.	Title of Derivative Security (Instr. 3)	2.	Conversion or Exercise Price of Derivative Security		3.	Transaction Date (Month/Day/Year)	3A.	Deemed Execution Date, if any (Month/Day/Year)	4.	Transaction Code (Instr. 8)		5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

										Code	V		(A)	(D)

	STOCK OPTIONS (GRANTED 01/24/1999)			21.03		(2)

	STOCK OPTIONS (GRANTED 04/29/1999)			19.80		(2)

	STOCK OPTIONS (GRANTED 01/23/2000)			20.22		(2)

	STOCK OPTIONS (GRANTED 01/22/2001)			20.66		(2)

	STOCK OPTIONS (GRANTED 01/20/2002)			26.90		01/20/2002				A			1417

				25.62		(2)

Page 3

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

Date Exercisable and
Expiration Date
(Month/Day/Year)

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

Price of Derivative
Security
(Instr. 5)

Number of Derivative Securities
Beneficially Owned Following
Reported Transaction(s)
(Instr. 4)

10.

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

11.

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

01/25/2000

01/24/2009

COMMON STOCK

1670

04/30/2000

04/29/2009

COMMON STOCK

408

01/24/2001

01/23/2010

COMMON STOCK

1419

01/23/2002

01/22/2011

COMMON STOCK

1804

01/21/2003

01/20/2012

COMMON STOCK

1417

SEE BELOW

01/21/2003

01/20/2012

COMMON STOCK

1487

Explanation of Responses:

(1) Includes 1589.331 shares acquired as a result of a 5% stock dividend on 05/31/2002 and 971.053 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

(2) Represents change in exercise price and number of shares obtainable upon exercise due to a 5% stock dividend on 05/31/2002.

/s/ Archie O. Wallace		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.

Page 4

FNB CORP/FL/ 4/A