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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o 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* (Last, First, Middle)	2.	Issuer Name and Ticker or Trading Symbol				3.	I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
	Lindsay, James S.		F.N.B. Corporation (FBAN)					###-##-####
	723 21st Avenue South	4.	Statement for (Month/Day/Year)				5.	If Amendment, Date of Original (Month/Day/Year)
			01/20/2003
	(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)				7.	Individual or Joint/Group Filing (Check Applicable Line)
	Naples, FL 34102 (City)                (State)           (Zip)		x	Director	o	10% Owner		x	Form filed by One Reporting Person
			o	Officer (give title below)				o	Form filed by More than One Reporting Person
			o	Other (specify below)

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).

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 Transactions(s) (Instr. 3 and 4)

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

COMMON

4779.167

I

Custodian for J.C. Lindsay

COMMON

4640.167

I

Custodian for J.E. Lindsay

COMMON

1403.000

I

Custodian for Dorothy Lindsay

COMMON

9914.000

I

BY WIFE

COMMON

4025.345 (1)

I

BY TRUST (DEFERRED PLAN)

COMMON

89805.000

D

DOR J'S LLP

COMMON

37715.655

D

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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)
										Code	V		(A)	(D)
	STOCK OPTIONS (GRANTED 01/24/1999)			21.03		(2)
	STOCK OPTIONS (GRANTED 04/29/1999)			19.80		(2)
	STOCK OPTIONS (GRANTED 01/23/2000)			20.22		(2)
	STOCK OPTIONS (GRANTED 01/22/2001)			20.66		(2)
	STOCK OPTIONS (GRANTED 01/20/2002)			25.62		(2)
	STOCK OPTIONS (GRANTED 01/20/2003)			27.22		01/20/2003				A			2166

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities)

6.

Date Exercisable and Expiration Date (Month/Day/Year)

7.

Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11.

Nature of Indirect Beneficial Ownership (Instr. 4)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

01/25/2000

01/24/2009

COMMON STOCK

1819

1819

D

04/30/2000

04/24/2009

COMMON STOCK

408

408

D

01/24/2001

01/23/2010

COMMON STOCK

1597

1597

D

01/23/2002

01/22/2011

COMMON STOCK

1829

1829

D

01/21/2003

01/20/2012

COMMON STOCK

1594

1594

D

01/21/2004

01/20/2013

COMMON STOCK

2166

2166

D

Explanation of Responses:

(1) Shares held in Trust and deferred under the F.N.B. Corporation Directors' Compensation Plan.

(2) No activity since date of last report; included solely to represent current beneficial ownership.

/s/ James S. Lindsay	01/24/2003
**Signature of Reporting Person	Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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