UNITED STATES

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: November 29, 2007

(Date of earliest event reported)

FNB CORPORATION

(Exact name of registrant as specified in its charter)

Virginia

(State or other jurisdiction of

incorporation)

000-24141

(Commission

File Number)

54-1791618

(I.R.S. Employer

Identification No.)

105 Arbor Drive

Christiansburg, Virginia 24068

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 540-382-4951

n/a

(Former name or former address, if changed since last report)

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At a meeting held on November 29, 2007, the Board of Directors of FNB Corporation (the “Company”) adopted amended and restated bylaws (the “Restated Bylaws”) for the Company, effective as of November 29, 2007. Below is a brief description of the substantive amendments that were made to the Company’s bylaws.

Recent rule changes promulgated by The NASDAQ Stock Market LLC (“NASDAQ”) require NASDAQ-listed companies to be eligible for a direct registration system (“DRS”) by January 1, 2008. DRS refers to a system by which shares may be held in book-entry form without a certificate. In order to ensure that the Company’s securities are DRS-eligible, certain changes were made to Article IV of the bylaws. The Restated Bylaws permit the Company to issue certificated or uncertificated shares, and provisions regarding the registration and transfer of shares have been updated accordingly. Previously, the Company’s bylaws provided for the issuance of certificated shares only.

·	Certain additional nonsubstantive amendments were also made to standardize certain defined terms used throughout the Company’s bylaws.

This summary should be read in conjunction with, and is qualified in its entirety by reference to, the Restated Bylaws, which are attached as Exhibit 3(ii) to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

3(ii)

Bylaws of FNB Corporation (as restated November 29, 2007).

SIGNATURES

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.

FNB CORPORATION

(Registrant)

/s/ William P. Heath, Jr.

William P. Heath, Jr.

President and Chief Executive Officer

Date: December 4, 2007

EXHIBIT INDEX

3(ii)

FNB Corporation’s Restatement of Bylaws (as restated November 29, 2007).

FNB CORP \VA\ 8-K