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^*

MORTENSEN PETER

(Last)

(First)

(Middle)

426 ROBERTSON ROAD

(Street)

HERMITAGE

16148

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2005

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	01/19/2005		A		1,000⁽¹⁾	A	⁽²⁾	82,241	D
Common Stock								444.7606	I⁽³⁾	By Wife
Common Stock								27,298.4388	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 01/18/1998)	$13.78							⁽⁴⁾	01/18/2008	Common Stock	5,700		5,700	D
Stock Options (Granted 01/23/2000)	$10.21							⁽⁴⁾	01/23/2010	Common Stock	95,960		95,960	D
Stock Options (Granted 01/23/2000)	$10.21							01/24/2001	01/23/2010	Common Stock	1,319		1,319	D
Stock Options (Granted 01/22/2001)	$10.44							⁽⁴⁾	01/22/2011	Common Stock	93,899		93,899	D
Stock Options (Granted 01/22/2001)	$10.44							01/23/2002	01/22/2011	Common Stock	1,457		1,457	D
Stock Options (Granted 01/20/2002)	$12.94							⁽⁴⁾	01/20/2012	Common Stock	162,986		162,986	D
Stock Options (Granted 01/20/2002)	$12.94							01/21/2003	01/20/2012	Common Stock	1,418		1,418	D
Stock Options (Granted 01/20/2003)	$13.75							01/21/2004	01/20/2013	Common Stock	2,372		2,372	D
Common Stock Equivalent⁽⁵⁾	$20.48							⁽⁶⁾	⁽⁷⁾	Common Stock	15,632.7877		15,632.7877	I	Interest In Plan

Explanation of Responses:

1. Award of stock pursuant to the F.N.B. Corporation 2001 Incentive Plan.

2. Not applicable; award of stock pursuant to the F.N.B. Corporation 2001 Incentive Plan.

3. Beneficial ownership of these shares are disclaimed.

4. Options are fully vested and are available for immediate exercise.

5. Represents credit under a supplemental retirement plan for employer matching stock contributions which reporting person receives upon retirement.

6. Upon entitlement to amounts under exempt 401(k) Plan.

7. Not applicable; represents credit under supplemental retirement plan for employer matching stock contribution which reporting person was prevented from receiving under exempt 401(k) plan.

Remarks:

	/s/ Peter Mortensen	01/21/2005
	** 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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