425

                                  UNITED STATES
                       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


        Date of Report (Date of earliest event reported): April 25, 2005
                                                          ---------------


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


                                     FLORIDA
          -------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

               001-31940                             25-1255406
        ------------------------         ---------------------------------
        (Commission File Number)         (IRS Employer Identification No.)


         One F.N.B. Boulevard, Hermitage, PA                     16148
      --------------------------------------------------------------------
       (Address of Principal Executive Offices)               (Zip Code)


                                 (724) 981-6000
             -------------------------------------------------------
              (Registrant's telephone number, including area code)


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


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):

[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))








                    INFORMATION TO BE INCLUDED IN THE REPORT


ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On April 25, 2005, F.N.B. Corporation (the Corporation) announced the
signing of a definitive agreement to acquire North East Bancshares, Inc., a bank
holding company located in North East, Pennsylvania. The merger is valued at
approximately $15.5 million with North East shareholders receiving $107.00 of
F.N.B. Corporation common stock for each share of North East common stock.

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

     The acquisition, subject to regulatory approval, is expected to close
during the fourth quarter of 2005.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

99.1    Press release dated April 25, 2005 announcing the signing of a
        definitive agreement to acquire North East Bancshares, Inc., a
        bank holding company based in North East, Pennsylvania.













                                   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/Brian F. Lilly
                                                  -----------------------------
                                           Name:  Brian F. Lilly
                                           Title: Chief Financial Officer
                                                  (Principal Financial Officer)



Dated: April 25, 2005

EX-99.1

                                                                 EXHIBIT 99.1


               F.N.B. CORPORATION AND NORTH EAST BANCSHARES, INC.
                      ANNOUNCE DEFINITIVE MERGER AGREEMENT


HERMITAGE, PA - (APRIL 25, 2005) After expanding its franchise south in 2004
with acquisitions in the Pittsburgh and Butler County areas, today F.N.B.
Corporation [NYSE: FNB] moves north to the attractive Erie market with the
signing of a definitive agreement to acquire North East Bancshares, Inc. (North
East) [Pink Sheet: NEBI] of North East, PA in Erie County. The stock transaction
is valued at $15.5 million.


Under the terms of the merger agreement, shareholders of North East will be
entitled to receive $107.00 in common stock of F.N.B. It is anticipated that the
transaction will be completed during the fourth quarter of 2005, pending
regulatory approvals and the approval of shareholders of North East.


"Our team has done a tremendous job building the F.N.B. presence in Erie. And
now, instead of building new branches, we are able to improve our opportunities
for future growth by merging with a respected, established community-focused
organization," said Stephen J. Gurgovits, President and Chief Executive Officer
of F.N.B. Corporation. "Our customers in Erie will benefit from additional
convenient locations combined with the talent and experience of the North East
staff and management team."


"North East's offices in Harborcreek and North East will help solve F.N.B.'s
east Erie County strategic issue by giving us a presence that we were missing in
that part of the market," added Tom Wedzik, President and CEO of the Erie
Region. "This transaction also strengthens our west side presence with the
addition of a new modern full-service branch on West 8th Street."


"We could not have found a better organization with which to merge," noted David
B. Hartman, President and Chief Executive Officer of North East. "Our
shareholders will acquire shares of a New York Stock Exchange-traded company
recognized for its generous dividend payout. Our staff will have more
opportunities for advancement as part of a larger organization, and our
customers will now enjoy added convenience with more branches and a wider array
of financial services from which to choose. In addition, F.N.B.
shares North East's focus on the community."


Based upon a $107.00 per share value, the transaction price represents 229% of
North East's book value per share. It is anticipated that the merger will be
immediately accretive to F.N.B. earnings per share.


ABOUT NORTH EAST BANCSHARES, INC.


North East Bancshares, Inc., parent company of National Bank of North East, is a
$69 million financial services company founded in 1908. The company operates
four banking and lending offices in Erie County, Pennsylvania. Investor
information may be requested on North East's Web site at http://www.nbne.com.


ABOUT F.N.B. CORPORATION


F.N.B. Corporation, headquartered in Hermitage, PA has total assets of $5.6
billion. F.N.B. is a leading provider of banking, wealth management, insurance,
and consumer finance services in Western Pennsylvania and Eastern Ohio, where it
owns and operates First National Bank of Pennsylvania, First National Trust
Company, First National Investment Services Company, F.N.B. Investment Advisors,
Inc., First National Insurance Agency, Inc., and Regency Finance Company. It
also operates consumer finance offices in Tennessee.


Mergent Inc., a leading provider of business and financial information on
publicly traded companies, has recognized F.N.B. as a Dividend Achiever. This
annual recognition is based on the Corporation's outstanding record of increased
dividend performance. The Corporation has consistently increased dividend
payments for over 32 consecutive years.


The common stock of F.N.B. Corporation trades on the New York Stock Exchange
under the symbol FNB. Investor information is available on F.N.B.'s website at
http://fnbcorporation.com.




This press release contains "forward-looking" statements as defined in the
Private Securities Litigation Reform Act of 1995, which are based on F.N.B.'s
and North East's current expectations, estimates and projections about future
events. This may include statements regarding the timing of the closing of the
transaction, the timing and success of integration efforts once the transaction
is complete, F.N.B.'s expectations or ability to realize growth and efficiencies
through the acquisition of North East and the impact of the transaction on
F.N.B.'s business. These statements are not historical facts or guarantees of
future performance, events or results. Such statements involve potential risks
and uncertainties, such as whether the merger will be approved by the
shareholders of North East or by regulatory authorities, whether each of the
other conditions to closing set forth in the merger agreement will be met and
the general effects of financial, economic, regulatory and political conditions
affecting the banking and financial services industries. Accordingly, actual
results may differ materially. F.N.B. undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.


WHERE TO FIND ADDITIONAL INFORMATION ABOUT THE MERGER


F.N.B. Corporation intends to file a proxy statement/prospectus and other
relevant materials with the SEC in connection with the merger. The proxy
statement/prospectus will be mailed to shareholders of North East Bancshares,
Inc. Investors and security holders of North East are urged to read the proxy
statement/prospectus and the other relevant materials when they become available
because they will contain important information about North East, F.N.B. and the
merger.


The proxy statement/prospectus and other relevant materials (when they become
available), and any other documents filed by F.N.B. with the SEC, may be
obtained free of charge at the SEC's Web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents filed
with the SEC by F.N.B. Corporation by contacting James Orie, F.N.B. Corporation,
One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317.


Investors and security holders are urged to read the proxy statement/prospectus
and the other relevant materials when they become available before making any
voting or investment decision with respect to the merger.


                                      # # #


                                                    MEDIA CONTACT: KATHRYN LIMA


                                      724-981-4318 (OFFICE)/724-301-6984 (CELL)


                        ANALYSTS & INSTITUTIONAL INVESTORS CONTACT: JOHN WATERS


                                      239-514-2643 (OFFICE)/239-272-6495 (CELL)