FNB CORP/PA/ — Director's Dealing 2002

Oct 21, 2002

4 1 g78760m1e4.htm JAMES S. LINDSAY e4 PAGEBREAK

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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).

1.	2.	Issuer Name and Ticker or Trading Symbol				I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
Lindsay, James S		F.N.B. Corporation (FBAN)				###-##-####
723 21st Avenue South	4.	Statement for Month/Day/Year			5.	If Amendment, Date of Original (Month/Day/Year)
		10/17/2002
(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check Applicable Line)
Naples, FL 34102 (City) (State) (Zip)		x	Director	o	10% Owner	x	Form filed by One Reporting Person
		o	Officer (give title below)			o	Form filed by More than One Reporting Person
		o	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).

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Title of Security (Instr. 3)	Transaction Date (Month/Day/Year)	Transaction Code (Instr. 8)	4.	Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		5.	Amount of Securities Beneficially Owned Following Reported Transactions(s) (Instr. 3 and 4)	Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	Nature of Indirect Beneficial Ownership (Instr. 4)
		Code	V	Amount	(A) or (D)	Price
COMMON							4752.772	I	Cust for J.C. Lindsay
COMMON							4613.772	I	Custodian for J.E. Lindsay
COMMON							1403.000	I	Cust for Dorothy Lindsay
COMMON							9914.000	I	BY WIFE
COMMON							3993.875 (1)	I	BY TRUST (DEFERRED PLAN)
COMMON							89805.000	D	DOR J'S LLP
COMMON	10/17/2002	A		71.457	A	27.990	37403.262	D

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Transaction Code (Instr. 8)	5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Code	V	(A)	(D)

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Date Exercisable and Expiration Date (Month/Day/Year)	7.	Title and Amount of Underlying Securities (Instr. 3 and 4)	8.
Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

(1) Shares held in Trust and deferred under the FNB Corporation Directors' Compensation Plan.

/s/ James S. Lindsay	10/18/2002
**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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