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: July 11, 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 July 10, 2003, F.N.B. Corporation ("The Corporation")
                      issued a press release announcing that its Board of
                      Directors had approved a plan to divide the Corporation
                      into two separate public companies.  In addition,
                      the Corporation held a conference call on the same day
                      to discuss the proposed reorganization plan.

                      The press release issued by the Corporation and the
                      conference call script are attached as exhibits and
                      incorporated by reference herein.


ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS


               EXHIBIT NO.            DESCRIPTION OF EXHIBIT
               ___________            ______________________

               99.1                   Press release dated July 10, 2003
                                      announcing the Board of Directors approval
                                      of a plan to divide the Corporation into
                                      two separate public companies.

               99.2                   Script from July 10, 2003 conference call
                                      discussing the proposed plan.











                                       -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)

                                         /s/Thomas E. Fahey

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


Dated: July 11, 2003


                                       -2-

EX-99

                                                            EXHIBIT 99.1




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


FOR IMMEDIATE RELEASE

DATE:             July 10, 2003
CONTACT:          Clay W. Cone
                  Vice President
                  Corporate Communications
                  239-436-1676

             F.N.B CORPORATION ANNOUNCES PLAN TO UNLOCK SHAREHOLDER
              VALUE BY ESTABLISHING SEPARATE BANK HOLDING COMPANIES
                      OPERATING IN FLORIDA AND PENNSYLVANIA

NAPLES, FL, July 10 - F.N.B. Corporation (Nasdaq: FBAN) today announced that its
Board of Directors has approved a plan to divide the corporation into two
separate public companies, serving two distinct markets in Florida and
Pennsylvania. This plan would be consummated by spinning off the operations
known principally as First National Bank of Florida to existing shareholders
through a tax-free dividend.

It is anticipated that the newly formed Florida holding company would be led by
Gary L. Tice, as Chief Executive Officer, and Kevin C. Hale, as Chief Operating
Officer. The company's lead subsidiary, First National Bank of Florida, would
continue to be led by President and Chief Executive Officer Garrett S. Richter.
The Pennsylvania holding company, which would continue to operate as F.N.B.
Corporation, would be led by Chairman Peter Mortensen and Stephen J. Gurgovits,
as President and Chief Executive Officer. It is further anticipated that
John Rose would join the transition team as a financial and investment advisor
and as a member of the F.N.B. Corporation Board.

"As a financial services holding company, there has been much confusion within
the investment community as to the two distinct markets in Florida and
Pennsylvania," said Tice, who is currently President and CEO of F.N.B. "This
plan will unlock shareholder value and enable our shareholders to participate in
the success of both a true growth company in Florida and a high-performing,
value-oriented company in Pennsylvania."




It is contemplated that shareholders will receive one share of common stock in
the newly formed Florida holding company for each share they own in F.N.B.
Corporation. Holders of F.N.B. Corporation common stock will continue to own
their proportional share of the company. It is anticipated that the Florida
company will file an application to have its stock traded on The Nasdaq Stock
Market or the New York Stock Exchange. It is further anticipated the combined
cash dividend would increase by approximately 25% in 2004.

Under the plan, a new bank holding company would be established with
headquarters located in Naples, Florida. The yet-to-be-named holding company
would own and operate First National Bank of Florida, with total assets of
approximately $3.6 billion and 61 full-service banking offices located
throughout Southwest and Central Florida. The company also would own the Florida
operations of the First National Trust Company subsidiary as well as F.N.B.'s
insurance agency business in Florida - Roger Bouchard Insurance Inc.

The remaining segments of the company would continue to operate as F.N.B.
Corporation with headquarters to be relocated to Hermitage, Pennsylvania. The
company's lead subsidiary, First National Bank of Pennsylvania, would have total
assets of approximately $4.5 billion and operate 130 offices in Western
Pennsylvania and Northeastern Ohio. It also would retain Regency Finance
Company, the Gelvin, Jackson & Starr Inc. insurance agency, and the Pennsylvania
operations of the First National Trust Company subsidiary.

F.N.B. intends to request a private letter ruling from the Internal Revenue
Service confirming that the distribution of the shares of the new Florida
holding company to F.N.B. shareholders will be tax-free to F.N.B. Corporation
and its shareholders. Subject to receipt of the private letter ruling and all
necessary regulatory approvals, F.N.B. expects the proposed spin-off to be
completed no later than January 2004. Current F.N.B. shareholders will not be
required to take any action in connection with this transaction.

"Both the management and the Board of Directors of F.N.B. have been exploring
and evaluating various strategic alternatives for providing superior returns and
value to shareholders for some time, particularly in light of the elimination of
pooling-of-interests accounting for acquisitions and the current economic
environment," Tice said. "Based on comprehensive analyses, we concluded that
separating the principal subsidiaries along geographic lines was the preferred
way to fully unlock the true value of the company."

This action will allow each subsidiary to focus on its individual strengths -
stable, high-performance, value-driven operations in Pennsylvania and Ohio and
expansion-oriented, growth-driven operations in Florida. Concurrently, there
will be substantial expense reductions realized by eliminating certain positions
throughout the company.




It is projected that $12 million in after-tax savings will be achieved in 2004,
allowing each of the surviving companies to operate in a more efficient manner
than under the current structure. The data processing operations now under
F.N.B.'s Customer Service Center subsidiary will similarly be split with the
existing ITI system supporting the Pennsylvania back office and the latest
release of Jack Henry for the Florida operations.

As a direct result of this reorganization, it is estimated that the corporation
will incur an after-tax restructuring charge of approximately $20 million. Most
of these expenses will be related to employee severance. In addition, F.N.B.
expects to refinance Federal Home Loan Bank debt, incurring an after-tax
prepayment penalty of approximately $14 million.

Each company will have its own separate board of directors and senior management
team.  The boards will be comprised of the current board members, with
affiliations based on geographic origin. It is anticipated that both boards will
be expanded in the near future.

Due to the uncertainty of the timing of expenses that will be associated with
the spin-off, F.N.B. Corporation has decided to discontinue providing
quantitative earnings guidance, effective immediately. Because of this action,
the corporation can give no assurances the results will equal the earnings per
share guidance previously provided by the company. In the event that F.N.B.
resumes providing guidance, it will issue a press release to that fact.

F.N.B. Corporation will host a conference call to discuss the proposed
reorganization plan on July 10, 2003, at 2 p.m. (Eastern Time). The conference
call will be available by dialing 1-800-346-7359, with the entry code #1160.
For those who are unable to listen to the live conference call, a replay will be
made available from 4 p.m. on July 10, 2003, until 8 p.m. on July 17, 2003, by
dialing 1-800-332-6854, with the entry code #1160.

F.N.B. Corporation is currently an $8.1 billion diversified financial services
company headquartered in Naples, Florida. The company owns and operates
community banks, insurance agencies, a consumer finance company and First
National Trust Company. It has offices located in Florida, Pennsylvania, Ohio
and Tennessee. The company's common stock is traded on the Nasdaq National
Market under the symbol "FBAN."

F.N.B. has been honored as a Dividend Achiever by Mergent Inc., formerly the
Financial Information Services division of Moody's Investors Service. This
annual recognition is based on the corporation's consistently outstanding record
of increased dividend performance. The company has increased dividend payments
for 31 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 calling F.N.B.'s Corporate Communications
Department at 1-800-262-7600, ext. 1676.

           #         #         #         #         #

This document contains "forward-looking statements" relating to present or
future trends or factors affecting the banking industry and specifically the
financial operations, markets and products of F.N.B. Corporation. These forward-
looking statements involve certain risks and uncertainties. There are a number
of important factors that could cause future results to differ materially from
historical performance or those projected. These include, but are not limited
to: (1) competitive pressures among depository institutions increase
significantly; (2) changes in the interest rate environment reduce interest
margins; (3) prepayment speeds, loan sale volumes, charge-offs and loan loss
provisions; (4) general economic conditions are less favorable than expected;
(5) legislative or regulatory changes adversely affect the businesses in which
F.N.B. is engaged; or (6) changes in the securities markets. F.N.B. undertakes
no obligation to release revisions to these forward-looking statements or to
reflect events or circumstances after the date of this release.

EX-99

                                                                EXHIBIT 99.2



                                F.N.B CORPORATION
                                  July 10, 2003
                             Moderator: Gary L. Tice




Tice:   Good afternoon everyone and thank you for
joining us on our conference call. With me today are:

         Steve Gurgovits, Vice Chairman of F.N.B.
         Corporation and President and Chief Executive
         Officer of First National Bank of Pennsylvania.

         Kevin Hale, Chief Operating Officer of F.N.B.

         Tom Fahey, Chief Financial Officer;

         John Waters, Senior Vice President and Director of
         Investor Relations, Mergers and Acquisitions;

                                       -1-




         Garrett Richter, Executive Vice President of F.N.B.
         and President and Chief Executive Officer of First
         National Bank of Florida;

         C.C. Coghill, Executive Vice President and Chief
         Credit Officer;

         Bob Reichert, Senior Vice President and Treasurer;

         and Clay Cone, Vice President and Director of
         Corporate Communications.

I am extremely pleased to share with you our plan to
unlock shareholder value. As you know, the main
objective at F.N.B. Corporation has been and still is the
creation of shareholder value. We did this when the
corporation expanded into the fast-growing Florida

                                       -2-


market and when we combined our many diverse
operations under a common logo and brand identity.

Today, I will share with you some more exciting news
that we believe will result in a further increase in
shareholder value.

After extensive evaluation, the Board of Directors of
F.N.B. Corporation has voted to divide the corporation
into two distinct and separate public companies, serving
two distinct and separate markets some 1,200 miles apart.
This plan would be consummated by spinning off First
National Bank of Florida, Roger Bouchard Insurance, and
the Florida operations of First National Trust Company.

It is expected that existing shareholders of F.N.B.
Corporation will receive one share of stock in the newly
created holding company for each share of F.N.B. stock

                                       -3-



owned. Upon completion of this transaction, our
shareholders will own two successful financial services
companies. The Pennsylvania company will be a high-
performing and high dividend paying company, while the
Florida company will concentrate on high growth in one
of the country's most attractive and fastest growing areas.

This initiative will reestablish F.N.B. Corporation as a
Pennsylvania-based bank holding company, consisting of
the current banking franchise of First National Bank of
Pennsylvania, the entire operations of Regency Finance
Company, and the local geographic operations of First
National Trust Company and Gelvin, Jackson & Starr.

F.N.B. Corporation will operate under the proven
leadership of Pete Mortensen, Chairman, and Steve
Gurgovits, President and Chief Executive Officer. They
will be assisted by John Rose, who will serve as a

                                       -4-



financial and investment advisor to the transition team.
John will also join the F.N.B. Board of Directors.

This company will be a high-performing, full-service
financial institution with approximately $4.5 billion in
total assets and 130 banking offices located throughout
western Pennsylvania and northeastern Ohio.

The Return on Average Equity targets for this operation
are above industry averages. It is anticipated that these
results would benefit shareholders through high dividend
payouts typical of a value-oriented company. The
earnings potential will be supported by an extremely lean
operation, with an efficiency ratio in the low 50% range.

This franchise's strength lies in its current customer base,
its proven ability to realize value, and expansion by
gaining a larger share of the customers' banking,

                                       -5-



insurance and wealth management needs. And, it will
grow in line with the demographics of that region.

Because of these characteristics, the valuation of the
operation should be similar to that of other publicly
traded Pennsylvania and Ohio regional banks.

At the same time, a new Florida-based company will be
formed, with First National Bank of Florida as the lead
subsidiary, enhanced with the Florida operations of First
National Trust Company and Roger Bouchard Insurance.

The new holding company, headquartered in Naples,
Florida, will be led by me as Chief Executive Officer.
Kevin Hale will serve as Chief Operating Officer, and
Garrett Richter will continue in his role as President and
Chief Executive Officer of First National Bank of Florida.


                                       -6-



The new company will continue to recognize and take
advantage of opportunities for quality growth as its
geographic area expands. It will be a formidable
competitor in the Florida marketplace that it serves
through consistently superior customer service.

In this environment, we expect continued asset growth in
the 10-12% range from our present $3.6 billion in total
Florida assets.

In supporting the growth prospects of the new company,
capital generation and retention will be very important.
Therefore, the current trust preferred will remain with
F.N.B. allowing for more capital to expand the Florida
region through acquisitions. The dividend payout will
approximate 20-30% of net income, allowing the
reinvestment of the remaining 70-80% into growth
prospects, primarily through targeted de novo branching
and small to medium sized acquisitions exclusively in Florida.


                                       -7-




This plan is proposed to be a tax-free reorganization,
pending a favorable ruling from the IRS. We expect to
complete this transaction no later than January 2004.

This is a dramatic and exciting step for our company, and
I want to share with you the multiple factors that led us to
make in this decision. First, let me say that I firmly
believe that all great companies are proactive, and we
have made this strategic move in that light.

One of the key realities faced by the Board is the fact that
while our Pennsylvania/Ohio franchise benefits from an
abundance of loyal, profitable customer relationships,
most of these markets have only modest organic growth
opportunities.

                                       -8-



The Board also recognizes that the northern franchise,
with its consistently strong earnings, superior asset
quality and asset reallocation opportunities, should really
be considered a "value" stock, and not a "growth" stock.

We anticipate that dividend yield may be in the top 5% of
all publicly traded banks in the United States and it
should have greater appeal to value-oriented investors.
We expect the combined cash dividend for the companies
will increase by approximately 25% for 2004.

Conversely, the Florida franchise operates in some of the
most exciting and fastest growing markets in the country
and is well-positioned to not only expand in those
markets, but to enter new Florida markets that are equally
attractive. This franchise should be extremely appealing
to growth-oriented investors. We expect double-digit
growth from the Florida operations.

                                       -9-



The Board considered a variety of opportunities to unlock
shareholder value and determined that the interests of
shareholders were best served by dividing the corporation
into two separate and distinct companies.

Let me outline some of the benefits of this strategy:

         First, it provides for a sizeable reduction or
         elimination of overhead expenses.

         Second, it gives value-oriented shareholders a stake
         in the established franchise in western Pennsylvania
         and northeastern Ohio. This area can be characterized
         as stable with slower growth prospects, but strong
         earnings potential, particularly without the added
         burden of operating overhead.


                                      -10-



         Third, those shareholders and investors who are more
         focused on growth should be pleased to own stock in
         the new company with the prospects and
         opportunities of continued growth in the vibrant
         Florida market.

Underlying the realization and support for these
projections is the ability of each entity to operate more
efficiently. As a result of this strategy, expenses will be
eliminated in 2004 approximating $12 million after-tax.
Most of these savings will be in staffing and benefit
expenses, with the elimination of many redundant
positions throughout the company. Many of these
positions will be eliminated through retirements and
normal attrition.

As a direct result of the reorganization, it is estimated that
the corporation will incur an after-tax restructuring charge
of approximately $20 million. The majority of these

                                      -11-



expense reductions will be related to employee severance.
In addition, the corporation expects to refinance some
Federal Home Loan Bank debt, incurring an after-tax
prepayment penalty of approximately $14 million.

Data processing operations will be maintained by each
entity individually. The northern operations will continue
to operate under the ITI system that currently exists.
Florida will not convert to ITI as originally planned, but
will retain its current Jack Henry operating systems. This
will ensure that each bank has the most appropriate and
cost-effective technology platform going forward.

Each company will also have its own separate board of
directors. The boards will be comprised of the current
board members, with affiliations based on geographic
origin. It is anticipated that both boards will be expanded.


                                      -12-



In summary, we believe that this creative and proactive
approach to changing realities is clearly in the best
interests of shareholders. Both companies will reflect our
extraordinary sound credit culture and non-performing
asset ratios with favorable loan loss allowance coverage.

Shareholders will benefit from the highly effective
programs we have jointly implemented in recent years to
develop non-interest income streams, and we will
continue our focus on superior customer service, which
has been a hallmark of F.N.B. both in Florida,
Pennsylvania and Ohio.

Both companies will continue to maintain an adequate
capital position with all capital ratios exceeding the
minimum guidelines for well-capitalized institutions.


                                      -13-


We believe that this transaction will allow the investment
community to better recognize the potential value of each
company. This action should truly unlock shareholder
value.

Due to the uncertainty of the timing of expenses that will
be associated with the spin-off, F.N.B. has decided to
discontinue providing quantitative earnings guidance,
effective immediately. Because of this action, we can give
you no assurances that the results will equal the EPS
guidance previously provided by the company. In the
event that F.N.B. resumes providing guidance, it will
issue a press release announcing that fact. Therefore, the
quarterly earnings conference call scheduled for
Wednesday, July 16th will not be held. A press release
announcing the second quarter earnings will be released,
as scheduled, on Tuesday, July 15th, after market close.


                                      -14-


Once again, I would like to thank everyone for
participating in today's conference call, and remind you
that this call will be available for replay until July 17th.
For those who are interested, a copy of the presentation
will also be available on our web site.

I am now going to turn the presentation over to the
operator and ask if he/she would poll the audience for
questions. Thank you.










                                      -15-