SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TICE GARY L

(Last)

(First)

(Middle)

2150 GOODLETTE ROAD NORTH

(Street)

NAPLES

34102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FNB CORP/FL/ [ FBAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/05/2003		F		1,186	D	$33.58	97,788.1997	D
Common Stock	11/05/2003		M		4,796	A	$8.31	102,584.1997	D
Common Stock								720.491⁽¹⁾	I	By Wife
Common Stock								4,094.331⁽²⁾	I	By Trust (Deferred Plan)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Granted 11/15/1993)	$8.31	11/05/2003		M			4,796.038	⁽³⁾	11/15/2003	Common Stock	4,796.038⁽⁴⁾	⁽⁵⁾	0	D
Stock Options (Granted 01/18/1998)	$25.98							⁽⁶⁾	01/18/2008	Common Stock	43,544		43,544⁽⁴⁾	D
Stock Options (Granted 01/24/1999)	$20.03							⁽⁶⁾	01/24/2009	Common Stock	44,114		44,114⁽⁴⁾	D
Stock Options (Granted 04/29/1999)	$18.85							04/30/2000	04/29/2009	Common Stock	428.831		428.831⁽⁴⁾	D
Stock Options (Granted 01/23/2000)	$19.26							⁽⁶⁾	01/23/2010	Common Stock	46,994		46,994⁽⁴⁾	D
Stock Options (Granted 01/23/2000)	$19.26							01/24/2001	01/23/2010	Common Stock	1,401.479		1,401.479⁽⁴⁾	D
Stock Options (Granted 01/22/2001)	$19.68							⁽⁶⁾	01/22/2011	Common Stock	81,810		81,810⁽⁴⁾	D
Stock Options (Granted 01/22/2001)	$19.68							01/23/2002	01/22/2011	Common Stock	1,546.587		1,546.587⁽⁴⁾	D
Stock Options (Granted 01/20/2002)	$24.4							⁽⁶⁾	01/20/2012	Common Stock	61,477		61,477⁽⁴⁾	D
Stock Options (Granted 01/20/2002)	$24.4							01/21/2003	01/20/2012	Common Stock	1,332.923		1,332.923⁽⁴⁾	D
Stock Options (Granted 01/20/2003)	$25.92							⁽⁶⁾	01/20/2013	Common Stock	62,683		62,683⁽⁴⁾	D
Stock Options (Granted 01/20/2003)	$25.92							01/21/2004	01/20/2013	Common Stock	2,299.5		2,299.5⁽⁴⁾	D
Common Stock Equivalent	⁽⁷⁾							⁽⁸⁾	⁽⁹⁾	Common Stock	3,171.3364		3,171.3364⁽¹⁰⁾	I	Interest in Plan

Explanation of Responses:

1. Includes 33.808 shares acquired as a result of a 5% stock dividend on 05/30/2003 and 15.812 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

2. Includes 192.122 shares acquired as a result of a 5% stock dividend on 05/30/2003 and 89.85 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

3. Options vest 10% on grant date and an additional 10% as of each successive anniversary of grant date until fully vested.

4. Represents change in exercise price and number of shares obtainable upon exercise due to a 5% stock dividend on 05/30/2003.

5. The price of the derivative security does not apply to this transaction.

6. Options vest over a five year period, 20% each year on anniversary of grant date.

7. The price is to be determined at retirement when the reporting person receives these shares. The price will be based on the average of the bid and ask prices at the time of the individual???s retirement.

8. There is no exercisable date on these shares. These shares represent credit under supplemental retirement plan for employer matching contributions which reporting person was prevented from receiving under exempt 401(k) Plan. These shares are received at retirement.

9. There is no expiration date on these shares. These shares represent credit under supplemental retirement plan for employer matching contributions which reporting person was prevented from receiving under exempt 401(k) Plan. These shares are received at retirement.

10. Includes 148.8114 shares acquired as a result of a 5% stock dividend on 05/30/2003 and 69.7617 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

Remarks:

	/s/ Gary L. Tice	11/06/2003
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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