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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)

Bettinger, Cass

F.N.B. Corporation (FBAN)

###-##-####

Wallace, Archie O.

F.N.B. Corporation (FBAN)

###-##-####

880 Barcarmil Way

Statement for (Month/Day/Year)

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

288 East Avenue

Statement for (Month/Day/Year)

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

01/20/2003

(Street)

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

Individual or Joint/Group Filing(Check Applicable Line)

Naples, FL 34110 (City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

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

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

Executive Vice President & Chief Admin. 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

~~246~~34135.~~612~~938

COMMON

53.7025

BY TRUST (401K PLAN)

COMMON

445.6256

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		(1)
	STOCK OPTIONS (GRANTED 04/29/1999)			19.80		(1)
	STOCK OPTIONS (GRANTED 01/23/2000)			20.22		(1)
	STOCK OPTIONS (GRANTED 01/22/2001)			20.66		(1)
	STOCK OPTIONS (GRANTED 01/20/2002)			25.62		(1)
	STOCK OPTIONS (GRANTED 01/20/2003)			27.22		01/20/2003				A			~~22153~~2050
	COMMON STOCK EQUIVALENT (3)

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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

(2)

01/20/2012

COMMON STOCK

26250

01/25/2000

01/24/2009

COMMON STOCK

1670

(2)

01/20/2013

COMMON STOCK

22153

04/30/2000

04/29/2009

COMMON STOCK

408

(4)

COMMON STOCK

232

INTEREST IN PLAN

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

1487

01/21/2004

01/20/2013

COMMON STOCK

2050

Explanation of Responses:

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

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

/s/ Archie O. Wallace		01/24/2003
**Signature of Reporting Person		Date

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

(4) Upon entitlement to amounts under 401(k) plan.

/s/ Cass Bettinger		01/23/2003
**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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