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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)

Radcliffe, Harry F.

F.N.B. Corporation (FBAN)

###-##-####

Fahey, Thomas E.

F.N.B. Corporation (FBAN)

###-##-####

40 Wiggins Lane

Statement for (Month/Day/Year)

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

812 Tallow Tree Court

Statement for (Month/Day/Year)

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

12/31/2002

01/20/2003

(Street)

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

Individual or Joint/Group Filing(Check Applicable Line)

Uniontown, PA 15401 (City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Naples, FL 34108 (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)

Executive Vice President & Chief Financial Officer

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

~~52650~~1000.000 ~~(1)~~

COMMON

~~41864~~288.~~000 (2)~~5225

BY TRUST (401K PLAN)

COMMON

2835.000 (3)

BY WIFE

COMMON

1724.000 (4)

BY CHILD

COMMON

1724.000 (4)

BY CHILD

COMMON

1724.000 (4)

BY CHILD

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

Title of DerivativeSecurity(Instr. 3)

Conversion or ExercisePrice of DerivativeSecurity

TransactionDate(Month/Day/Year)

3a.

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

TransactionCode(Instr. 8)

Number of Derivative SecuritiesAcquired (A) or Disposed of (D)(Instr. 3, 4 and 5)

Code

(A)

(D)

STOCK OPTIONS (GRANTED 12/29/2000)

17.90

(5)

STOCK OPTIONS (GRANTED 07/29/2002)

28.83

(1)

STOCK OPTIONS (GRANTED 01/20/2003)

27.22

01/20/2003

18516

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued(e.g., puts, calls, warrants, options, convertible securities)
6.	Date Exercisable andExpiration Date(Month/Day/Year)		7.	Title and Amount of Underlying Securities(Instr. 3 and 4)		8.	Price of DerivativeSecurity(Instr. 5)	9.	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
	12/30/2000	12/29/2010		COMMON STOCK	972					972		D
	(2)	07/29/2012		COMMON STOCK	14000					14000		D
	(2)	01/20/2013		COMMON STOCK	18516					18516		D

Explanation of Responses:

(1) ~~Includes~~No ~~2507.100~~activity ~~shares~~since ~~acquired~~date asof alast ~~result~~report; ofincluded asolely 5%to ~~stock~~represent ~~dividend~~current onbeneficial ~~05/31/2002~~ownership.

(2) ~~Includes~~Options ~~1993.218~~vest ~~shares~~over ~~acquired as~~ a ~~result~~five ofyear aperiod, 520% ~~stock~~each ~~dividend~~year on ~~05/31/2002~~anniversary of grant date.

(3) Includes 134.784 shares acquired as a result of a 5% stock dividend on 05/31/2002.

/s/ Thomas E. Fahey		01/23/2003
**Signature of Reporting Person		Date

(4) Includes 81.276 shares acquired as a result of a 5% stock dividend on 05/31/2002.

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

/s/ Harry F. Radcliffe		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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