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 and Exchange Act of 1934



Date of Report (Date of earliest event reported)       January 18, 2002
                                                --------------------------------



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



           Florida                        0-8144                 25-1255406
- -----------------------------    ------------------------   --------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
      of incorporation)                                      Identification No.)



F.N.B. Center, 2150 Goodlette Road North, Naples, Florida           34102
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(Address of principal executive offices)                          (Zip Code)



Registrant's telephone number, including area code        (941) 262-7600
                                                  ------------------------------




- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)








ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         On January 18, 2002, pursuant to the terms and conditions of the
Agreement and Plan of Merger, dated as of June 13, 2001 (the "Merger
Agreement"), between F.N.B. Corporation ("FNB") and Promistar Financial
Corporation ("Promistar"), Promistar merged with and into FNB (the "Merger"). As
a result of the Merger, each outstanding share of the Promistar common stock was
converted into 0.926 shares of FNB common stock. The Merger will be accounted
for as a pooling of interests under generally accepted accounting principles.

         The Joint Proxy Statement/Prospectus, dated September 7, 2001 (the
"Joint Proxy Statement/Prospectus"), included in FNB's Registration Statement on
Form S-4 (Registration No. 333-66548) (the "Registration Statement"), sets forth
certain additional information regarding the Merger, FNB and Promistar. In
connection with the Merger, three of the former directors of Promistar were
elected to the Board of Directors of FNB.

         A copy of the news release announcing the completion of the Merger is
attached hereto as Exhibit 99.1 and is incorporated into this Item 2 by
reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         Financial Statements and Pro Forma Financial Information

         Pursuant to instruction (a)(4) of Item 7, the financial statements and
pro forma financial information required to be filed in connection with this
Report will be filed no later than April 2, 2002.


         Exhibits

         The following exhibits are included in this Report:

         2.1      The Merger Agreement (incorporated by reference to Appendix A
                  to the Joint Proxy Statement/Prospectus contained in the
                  Registration Statement and to Exhibit 2.1 to FNB's Current
                  Report on Form 8-K filed June 14, 2001).

         99.1     Press release issued January 18, 2002 announcing completion of
                  the Merger.









                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.

                                 F.N.B. CORPORATION



                                 By: /s/ John D. Waters
                                     -------------------------------------------
                                     John D. Waters
                                     Vice President and Chief Financial Officer

Dated: February 28, 2002





                                  EXHIBIT INDEX








        Exhibit
        Number    Description of Exhibit
        -------   ----------------------
               

         2.1      The Merger Agreement (incorporated by reference to Appendix A
                  to the Joint Proxy Statement/Prospectus contained in the
                  Registration Statement and to Exhibit 2.1 to FNB's Current
                  Report on Form 8-K filed June 14, 2001).

         99.1     Press release issued January 18, 2002 announcing completion of
                  the Merger.

EX-99.1

                                                                    EXHIBIT 99.1



                                                              F.N.B. CORPORATION
                                                                  (NASDAQ: FBAN)
WWW.FNBCORPORATION.COM                                          NAPLES, FL 34102
- ----------------------


FOR IMMEDIATE RELEASE


DATE:             January 18, 2002
CONTACT:          Clay W. Cone
                  Vice President-Corporate Affairs
                  941-436-1676

             F.N.B. CORPORATION AND PROMISTAR FINANCIAL CORPORATION
                         FORMALLY COMPLETE THEIR MERGER

NAPLES, FL, January 18 - F.N.B. Corporation and Promistar Financial Corporation
today announced that they have completed their merger. The combined company,
which will operate as F.N.B. Corporation (Nasdaq: FBAN), will have $6.5 billion
in total assets, $5.2 billion in deposits, 166 offices, and a market
capitalization of more than $1.1 billion.

As a result of this merger, F.N.B.'s affiliate First National Bank of
Pennsylvania will rank as the eighth largest bank in the state of Pennsylvania
and will be the largest community bank operating in the western portion of the
state with more than $3.1 billion in total deposits and 117 full-service
financial centers serving customers in 19 counties.

"With our acquisition of Promistar, we will nearly triple the number of First
National Bank of Pennsylvania offices, adding a potential customer base of 1.4
million households to which we can market our diversified financial services
including insurance, investment and wealth management," said Gary L. Tice,
President and Chief Executive Officer of F.N.B. Corporation. "This merger
combines two companies with similar cultures and heritages and represents a
natural market extension of F.N.B. in western Pennsylvania."

F.N.B. will exchange 0.926 shares of its common stock for each share of
Promistar common stock. Based upon F.N.B.'s January 17, 2002, closing price of
$27.28 per share, the transaction, which is accounted for as a pooling of
interests, is valued at $436 million.




"This partnership benefits our customers, our employees and our shareholders"
said John H. Anderson, Chairman and Chief Executive Officer of Promistar
Financial. "Since the announcement of our merger in June, teams of employees
from both companies have been working diligently on systems integration and
processes to bring our companies together."

Promistar Bank operates a total of 82 full-service banking offices located
throughout southwestern Pennsylvania. At least eight offices have been
identified for consolidation.

"We welcome Promistar Bank customers to our brand of traditional community
banking," said Steve Gurgovits, President and Chief Executive Officer of First
National Bank of Pennsylvania. "F.N.B. has proven its ability to assimilate
acquisitions successfully, and we are working aggressively to ensure a seamless
integration for our customers and our employees. We expect the conversion to
occur by the end of the first quarter of 2002."

Once the conversion is completed, all Promistar offices will carry the flag of
First National Bank of Pennsylvania, headquartered in Hermitage, Pennsylvania.
This will enable customers to conduct their banking business at any one of the
bank's convenient locations from Erie, Pennsylvania, in the north to Johnstown,
Pennsylvania, in the south.

"We are combining two superior performing banks with contiguous and similar
markets," said Steven C. Ackmann, President and Chief Operating Officer of
Promistar. "Our customers will enjoy an extensive array of financial products
and services, and because of F.N.B.'s decentralized approach, our customers will
consult with local decision makers."

Among those joining First National Bank of Pennsylvania from Promistar are:
Ackmann, who will serve as Senior Executive Vice President and Chief Operating
Officer; William McKinney, Senior Vice President, Retail Banking; Gary
Guerrieri, Senior Vice President, Credit Administration; Sandy Mackel, Senior
Vice President and Credit Officer; and Kevin Mildren, Senior Vice President and
Regional Commercial Banking Manager.

In conjunction with the merger, three members of the Promistar Financial
Corporation board of directors will be appointed to serve on the F.N.B.
Corporation board of directors.

F.N.B. Corporation is a diversified financial services company headquartered in
Naples, Florida. The company owns and operates traditional community banks,
insurance



agencies, a consumer finance company and First National Trust Company. It has
full-service offices located in Florida, Pennsylvania, Ohio and Tennessee. The
company's common stock is traded on the Nasdaq National Market under the symbol
"FBAN."

On November 7, 2001, F.N.B. Corporation announced the signing of a definitive
agreement to purchase all of the outstanding shares of stock of Central Bank
Shares Inc. Headquartered in Orlando, Florida, Central Bank Shares is the parent
company of Bank of Central Florida, a commercial bank with $246 million in total
assets and six offices. This acquisition is scheduled to close within the next
two weeks. When this acquisition is completed, F.N.B. Corporation will have more
than $6.7 billion in assets, $5.4 billion in deposits and 172 full-service
financial centers located in Florida, Pennsylvania and Ohio.

F.N.B. has been honored as a Dividend Achiever by Mergent FIS, 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 29 consecutive years.

Copies of this 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.

                                    # # # # #

This release contains certain "forward-looking statements" relating to present
or future trends or factors affecting the financial services industry and
specifically the operations, markets and products of F.N.B. Corporation. These
statements identified by words such as "believes," "expects," "projects,"
"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. Actual results could differ materially from those projected.
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.