FNB CORP/PA/ — Director's Dealing 2003

Jan 25, 2003

4 1 g80306se4.htm F.N.B. CORPORATION/EDWARD J. MACE e4 PAGEBREAK

OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response...0.5

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)
Mace, Edward J.		F.N.B. Corporation (FBAN)				###-##-####
720 Goodlette Road North Suite 202	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)
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).

1 of 3 PAGEBREAK

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						72248.000	I	RIBEK CORP
COMMON						509.6335	I	NOMINEE NAME
COMMON						586.008 (1)	I	BY TRUST (DEFERRED PLAN)
COMMON						134.9950	I	CUST. FOR NICHOLAS MACE
COMMON						134.9950	I	CUST. FOR SPENCER MACE
COMMON						134.9950	I	CUST. FOR TREVOR MACE

Page 2 PAGEBREAK

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 01/24/1999)	21.03	(2)
STOCK OPTIONS (GRANTED 04/29/1999)	19.80	(2)
STOCK OPTIONS (GRANTED 01/23/2000)	20.22	(2)
STOCK OPTIONS (GRANTED 01/22/2001)	20.66	(2)
STOCK OPTIONS (GRANTED 01/20/2002)	25.62	(2)
STOCK OPTIONS (GRANTED 01/20/2003)	27.22	01/20/2003	A		2596

Page 3 PAGEBREAK

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
01/25/2000	01/24/2009	COMMON STOCK	1541	1541	D
04/30/2000	04/29/2009	COMMON STOCK	408	408	D
01/24/2001	01/23/2010	COMMON STOCK	1355	1355	D
01/23/2002	01/22/2011	COMMON STOCK	1407	1407	D
01/21/2003	01/20/2012	COMMON STOCK	1378	1378	D
01/21/2004	01/20/2013	COMMON STOCK	2596	2596	D

Explanation of Responses:

(1) Shares held in trust and deferred under the F.N.B. Corporation Directors' Compensation Plan.

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

**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.

Page 4 PAGEBREAK

OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response...0.5

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)
Mace, Edward J.		F.N.B. Corporation (FBAN)				###-##-####
720 Goodlette Road North Suite 202	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)
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).

2 of 3 PAGEBREAK

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						32.7826	I	NOMINEE CUST FOR NICHOLAS MACE
COMMON						32.7826	I	NOMINEE CUST FOR SPENCER MACE
COMMON						32.7826	I	NOMINEE CUST FOR TREVOR MACE
COMMON						2227.414	I	TRUSTEE FOR JUDITH BECKLER
COMMON						2227.414	I	TRUSTEE FOR SARAH BECKLER
COMMON						2227.414	I	TRUSTEE FOR WILLIAM BECKLER
COMMON						25688.0000	I	TRUSTEE RIBEK CORP PENSION

Page 2 PAGEBREAK

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

Page 3 PAGEBREAK

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:

**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.

Page 4 PAGEBREAK

OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response...0.5

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)
Mace, Edward J.		F.N.B. Corporation (FBAN)				###-##-####
720 Goodlette Road North Suite 202	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)
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).

3 of 3 PAGEBREAK

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						12477.000	D
COMMON						286.000	D	JOINTLY W/ MOTHER
COMMON						422.000	D
COMMON						4302.751 (1)	D

Page 2 PAGEBREAK

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

Page 3 PAGEBREAK

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 acquired under the F.N.B. Corporation Directors' Compensation Plan.

/s/ Edward J. Mace	01/24/2003
**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.

Page 4