December 3, 2002


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


                                         RE: Filing of Prospectus Supplement
                                             Pursuant to Rule 424;
                                             Registration #333-38370

Gentlemen:

Pursuant to the provisions of Rule 424(b)2 of the Rules and Regulations under
the Securities Act of 1933, as amended, we enclose for filing the following copy
of the Prospectus Supplement dated December 4, 2002, with respect to the above
Registration Statement.

In accordance with Rule 424(c), only the Prospectus Supplement is being filed
because it will be attached to a form of Prospectus that previously has been
filed. The Prospectus Supplement includes a cross reference on the cover thereof
to the date of the related Prospectus.


                                         Very truly yours,

                                         F.N.B. Corporation

                                         /s/Thomas E. Fahey

                                         Thomas E. Fahey
                                         Executive Vice President and
                                         Chief Financial Officer


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Enclosures






PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 13, 2000)

                               F.N.B. CORPORATION

                                  $250,000,000
                                       OF
                     SUBORDINATED TERM NOTES AND DAILY NOTES

       The following interest rates are applicable effective December 4, 2002:


                                                          ANNUAL
                                                       INTEREST RATE
                                                       -------------
  Subordinated Daily Notes                                     3.00%

  Subordinated Special Daily Notes (1):                         n/a

  Subordinated Term Notes
         3 Month                                               3.25%
         6 Month                                               3.40%
         9 Month                                               3.50%
        12 Month                                               3.60%
        15 Month                                                n/a
        18 Month                                               3.70%
        21 Month                                                n/a
        24 Month                                               3.80%
        27 Month                                                n/a
        30 Month                                               4.00%
        36 Month                                               4.14%
        48 Month                                               4.23%
        60 Month                                               4.57%
        84 Month                                               4.67%
       120 Month                                               4.76%

   (1) FNB has discontinued the offer and sale of Special Daily Notes.


   The Company intends to use the net proceeds from the sale of notes as
   advances to its consumer finance subsidiary, Regency Finance Company, to
   fund Regency's lending and purchasing activities and for general corporate
   purposes of the Company, including mergers and acquisitions.

                This Prospectus Supplement is dated December 4, 2002


          CH\RATES\SECDRA4            djs/ch               03-Dec-02