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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BETTINGER CASS

(Last)

(First)

(Middle)

880 BARCARMIL WAY

(Street)

NAPLES

34110

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP & Chief Admin Off

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2003

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	12/29/2003		M		5,512	A	$24.3991	8,508.737	D
Common Stock	12/29/2003		F		4,294	D	$34.87	4,214.737⁽¹⁾	D
Common Stock								1,486⁽²⁾	I	By Wife
Common Stock								499.3281	I	By Trust (401k 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 01/20/2002)	$24.3991	12/29/2003		M			5,512	⁽³⁾	01/20/2012	Common Stock	5,512	⁽⁴⁾	22,050⁽⁵⁾	D
Stock Options (Granted 01/20/2003)	$25.9238							⁽³⁾	01/20/2013	Common Stock	23,260		23,260⁽⁵⁾	D
Common Stock Equivalent	⁽⁶⁾							⁽⁷⁾	⁽⁸⁾	Common Stock	251.6268		251.6268⁽⁹⁾	I	Interst in plan

Explanation of Responses:

1. Includes 142.428 shares acquired as a result of a 5% stock dividend on 05/30/2003 and 5.751 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

2. Includes 70 shares acquired as a result of a 5% stock dividend on 05/30/2003.

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

4. This field is not applicable for this transaction.

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

6. 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.

7. 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.

8. 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.

9. Includes 11.7263 shares acquired as a result of a 5% stock dividend on 05/30/2003 and 7.2228 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

Remarks:

	/s/ Cass Bettinger	12/30/2003
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.