8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                   SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                          Date of Report: March 4, 2003



                               F.N.B. CORPORATION
             (Exact name of registrant as specified in its charter)


     Florida                       0-8144                 25-1255406
(State of Incorporation)          (Commission           (IRS Employer
                                   File Number)          Identification No.)





               2150 Goodlette Road North, Naples, Florida 34102
               (Address of principal executive offices)   (Zip code)


                                 (239) 262-7600
              (Registrant's telephone number, including area code)




                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.        OTHER EVENTS


   On March 4, 2003, F.N.B. Corporation (the "Corporation") announced plans to
redeem its Preferred Series A and Preferred Series B stock.  The preferred stock
is expected to be converted into the Corporation's common stock.  The
Corporation intends to repurchase common stock to reissue in connection with the
conversion of the preferred shares.

   On February 24, 2003, the Corporation's Board of Directors approved a plan to
repurchase approximately 288,000 shares of the Corporation's common stock to be
issued for the conversion of the preferred shares.

   The press release issued by the Corporation announcing the plan is attached
hereto as Exhibit 99.1 and incorporated by reference herein.


ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS


               EXHIBIT NO.            DESCRIPTION OF EXHIBIT
               ___________            ______________________

               99.1                   Press release dated March 4, 2003
                                      announcing the Corporation's plan to
                                      redeem its Preferred Series A
                                      and Preferred Series B shares of stock.



                                       -1-



                                   Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        F.N.B. CORPORATION
                                        (Registrant)


                                        By:    /s/Thomas E. Fahey
                                        Name: Thomas E. Fahey
                                        Title: Executive Vice President,
                                               Chief Financial Officer
                                               (Principal Financial Officer)


Dated: March 4, 2003


                                       -2-

EX-99

                                                         EXHIBIT 99.1



                                                         F.N.B. CORPORATION
                                                         (Nasdaq: FBAN)
www.fnbcorporation.com                                   NAPLES, FL 34102


FOR IMMEDIATE RELEASE

DATE:             March 4, 2003
CONTACT:          Clay W. Cone
                  Vice President
                  Corporate Communications
                  239-436-1676

             F.N.B. CORPORATION ANNOUNCES PREFERRED STOCK REDEMPTION

NAPLES, FL, March 4 - F.N.B. Corporation (Nasdaq: FBAN), a diversified financial
services company, today announced plans to redeem its Preferred Series A and
Preferred Series B shares of stock. The shares will be converted into F.N.B.
Corporation common stock. The redemption is scheduled to occur by the end of the
second quarter of 2003.

The Preferred Series A consists of 19,174 shares held by 67 entities or
individuals. The shares were issued in 1985 for the acquisition of bank branches
in Beaver and Allegheny County, Pennsylvania. These shares pay a quarterly cash
dividend of $0.42 per share and are convertible into F.N.B. Corporation common
shares at a market rate of $25 per share.

The Preferred Series B consists of 98,851 shares held by 42 entities or
individuals. The shares were issued in 1992 for the acquisition of branches
in Erie County, Pennsylvania.  These shares are listed and traded on The Nasdaq
Small Cap Market and pay a quarterly cash dividend of $0.46875 per share. The
Preferred Series B shares are convertible at a rate of 2.7409 shares of common
stock for each outstanding share of preferred stock.

"The conversion of these preferred shares into common shares has three main
benefits," said Gary L. Tice, President and Chief Executive Officer of F.N.B.
Corporation. "It will simplify the equity and share ownership of our company;
reduce the listing costs of our common shares on Nasdaq; and have a slightly
favorable effect on earnings per share."





F.N.B. Corporation will repurchase 288,000 common shares in the open market,
which is equivalent to the number of shares to be issued in the conversion of
the preferred shares.

F.N.B. Corporation is a diversified financial services company headquartered
in Naples, Florida. The company currently has $7.1 billion in total assets.
F.N.B. owns and operates community banks, insurance agencies, a consumer finance
company and First National Trust Company with offices located in Florida,
Pennsylvania, Ohio and Tennessee. The company's stock is traded on The Nasdaq
Stock Market under the symbol "FBAN."

On February 3, 2003, F.N.B. Corporation announced the acquisition of Charter
Banking Corp., the holding company for Southern Exchange Bank based in Tampa,
Florida. The transaction, subject to normal regulatory approvals, is expected
close at the end of March 2003. Once the acquisition is completed, F.N.B.
Corporation will have approximately $7.8 billion in total assets and 191 banking
offices in Florida, Pennsylvania and Ohio.

F.N.B. has been honored as a Dividend Achiever by Mergent Inc., a leading
provider of business and financial information on publicly traded companies.
This annual recognition is based on the corporation's consistently outstanding
record of increased dividend performance. The company has increased dividend
payments for 30 consecutive years.

F.N.B. also has been recognized in the 2003 edition of America's Finest
Companies by the Staton Institute Inc. The annual investment directory
identifies U.S.-based companies with at least 10 consecutive years of higher
dividends or earnings per share. Fewer than 2% of the nation's 19,000 publicly
traded companies qualified for listing in the directory.

Copies of this news release are available over the Internet at
www.fnbcorporation.com or by contacting F.N.B.'s Corporate Affairs Department
at 1-800-262-7600, extension 1676.

                                    # # # # #

Except for the historical and present factual information contained herein,
the matters set forth in this release, including statements as to the expected
date of the closing of the acquisition of Charter Banking Corp. by F.N.B.,
financial and operating results, benefits and synergies of the merger, future
opportunities and any other effect, result or aspect of the transaction, and
other statements identified by words such as "believes," "expects,"
"projects," "plans," "anticipates," and similar expressions, are forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Such statements involve risks and
uncertainties including, but not limited to, costs, delays, and any other
difficulties related to the merger, failure of the parties to satisfy closing
conditions, risks and effects of legal and administrative proceedings and
governmental regulations, future financial and operating results,
competition, general economic conditions, ability to manage and continue growth,
and other risk industry factors as detailed from time to time in F.N.B.' s
reports filed with the SEC. F.N.B. disclaims any responsibility to update these
forward-looking statements.