FNB CORP/PA/ — Director's Dealing 2002

Dec 9, 2002

3/A 1 g79657be3za.htm G. SCOTT BATON, II e3za PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 3

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

1.	2.	Date of Event Requiring Statement (Month/Day/Year)	3.	I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
Baton, II, G. Scott				###-##-####
R. R. 1, Box 122B Ross Mountain Club (Street)	4.	Issuer Name and Ticker or Trading Symbol	5.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)
		FNB Corporation (FBAN)		x Director o 10% Owner	o Officer (give title below) o Other (specify below)
New Florance, PA 15944-9602 (City) (State) (Zip)	6.	If Amendment, Date of Original (Month/Day/Year)
		01/21/2002	7.	Individual or Joint/Group Filing (Check Applicable Line)
				x Form filed by One Reporting Person o Form filed by More than One Reporting Person

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.

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Title of Security (Instr. 4)	Amount of Securities Beneficially Owned (Instr. 4)	Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON	33456.380	I	BY TRUST ACCOUNT

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Title of Derivative Security (Instr. 4)	Date Exercisable and Expiration Date (Month/Day/Year)	3.	Title and Amount of Securities Underlying Derivative Security (Instr. 4)	4.	Conversion or Exercise Price of Derivative Security	Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)
	Date Exer- cisable	Expi- ration Date	Title	Amount or Number of Shares
STOCK OPTIONS (GRANTED 05/12/1998)	IMMED	05/12/2008	COMMON STOCK	3889	28.55	D
STOCK OPTIONS (GRANTED 01/04/1999)	IMMED	01/04/2009	COMMON STOCK	972	27.13	D
STOCK OPTIONS (GRANTED 01/05/2000)	IMMED	01/05/2010	COMMON STOCK	926	21.60	D
STOCK OPTIONS (GRANTED 12/29/2000)	IMMED	12/29/2010	COMMON STOCK	926	18.79	D

Explanation of Responses:

/s/ G. Scott Baton	12/06/2002
**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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