FNB CORP/PA/ — Director's Dealing 2003

Feb 3, 2003

4/A 1 g80443ce4za.htm HARRY F. RADCLIFFE e4za 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)
Radcliffe, Harry F.		F.N.B. Corporation (FBAN)				###-##-####
40 Wiggins Lane	4.	Statement for (Month/Day/Year)			5.	If Amendment, Date of Original (Month/Day/Year)
						01/20/2003
(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check Applicable Line)
Uniontown, PA 15401 (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 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						53618.000	D
COMMON						41862.000	D
COMMON						2835.000	I	BY WIFE
COMMON						1724.000	I	BY CHILD
COMMON						1724.000	I	BY CHILD
COMMON						1724.000	I	BY CHILD

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Title of Derivative Security (Instr. 3)	Conversion or Exercise Price of Derivative Security	Transaction Date (Month/Day/Year)	Transaction Code (Instr. 8)	5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
			Code	V	(A)	(D)
STOCK OPTIONS (GRANTED 12/29/2000)	17.90	(1)
STOCK OPTIONS (GRANTED 01/20/2003)	27.22	01/20/2003	A		1998

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Date Exercisable and Expiration Date (Month/Day/Year)	7.	Title and Amount of Underlying Securities (Instr. 3 and 4)	8.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
Date Exercisable	Expiration Date	Title	Amount or Number of Shares
12/30/2000	12/29/2010	COMMON STOCK	972	972	D
01/21/2004	01/20/2013	COMMON STOCK	1998	1998	D

Explanation of Responses:

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

/s/ Harry F. Radcliffe	01/31/2003
**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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