8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT


    Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported) July 23, 2004
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                                       FNB Corp.
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             (Exact Name of Registrant as Specified in its Charter)


            North Carolina             0-13823             56-1456589
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      (State or Other Jurisdiction   (Commission File    (IRS Employer
          of Incorporation)             Number)         Identification No.)


                101 Sunset Avenue, Asheboro, North Carolina 27203
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               (Address of Principal Executive Offices) (Zip Code)


       Registrant's Telephone Number, Including Area Code (336) 626-8300
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                                       N/A
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          (Former Name or Former Address, if Changed Since Last Report)
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ITEM 5.  Other Events and Regulation FD Disclosure

         On July 23, 2004, FNB Corp. ("FNB") issued a press release, announcing
that Bruce D. Jones, Vice President and a member of the Board of Directors of
FNB and President and CEO of Rowan Savings Bank SSB, Inc., a wholly owned
subsidiary of FNB ("Rowan Bank"), had resigned his positions with FNB and Rowan
Bank to join Capitol Bancorp Limited. Janet D. Abernethy, Senior Vice President
of Rowan Bank, has been named interim CEO of Rowan Bank by its board of
directors.


ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         The exhibits listed in the Exhibit Index are filed herewith as part of
this Current Report on Form 8-K.

                                   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, thereunto duly authorized.



                                            FNB CORP.


Date: July 23, 2004                         By /s/Michael C. Miller
                                               Michael C. Miller
                                               Chairman and President

                                       2




                                INDEX TO EXHIBITS

         The following exhibits are filed as part of this report:

Exhibit No.   Description

99.1          Text of Press Release dated July 23, 2004 issued by FNB Corp.

                                       3

EX-99

                                                              Exhibit 99.1

[FNB LOGO]
FNB CORP.
Post Office Box 1328, Asheboro, NC 27204     Phone 336-626-8300


For Information Contact:                            For Immediate Release
Michael C. Miller                                    July 23, 2004
(336) 626-8300

         FNB CORP. ANNOUNCES MANAGEMENT CHANGES FOR ROWAN BANK


Asheboro, NC - FNB Corp. (Nasdaq: FNBN), the holding company for First National
Bank and Trust Company, Rowan Bank and Dover Mortgage Company, today announced
that Janet D. Abernethy, Senior Vice President of Rowan Bank, has been named as
the interim CEO by its Board of Directors. This action was taken following the
resignation of Bruce D. Jones, who had served as the President and CEO of Rowan
Bank and as a Vice President and member of the Board of Directors for FNB Corp.

FNB Chairman Michael C. Miller noted that "Janet Abernethy has been a valuable
member of the Rowan Bank and FNB Corp. team and we are pleased that she has
stepped up to fill this role following Bruce Jones's decision to join Capitol
Bancorp of Michigan. The Rowan Board and staff are solidly behind Janet, and at
the same time wish Bruce well in his new endeavors."

FNB Corp. is the central North Carolina-based bank holding company for First
National Bank and Trust Company, Rowan Bank and Dover Mortgage Company. First
National Bank and Trust (www.fnbnc.com) operates seventeen community offices in
Archdale, Asheboro, Biscoe, Ellerbe, Laurinburg, Pinehurst, Ramseur, Randleman,
Rockingham, Seagrove, Siler City, Southern Pines and Trinity and a loan
production office in Greensboro. Rowan Bank (www.rowanbank.com) operates three
community offices in China Grove, Kannapolis and Salisbury and a loan production
office in Concord. Dover Mortgage Company (www.dovermortgage.com) operates six
mortgage production offices in Charlotte, Goldsboro, Greenville, Lake Norman,
Raleigh and Wilmington. Through its subsidiaries, FNB offers a complete line of
consumer, mortgage and business banking services, including loan, deposit, cash
management, trust and wealth management and internet banking services. Deposits
are insured by the Federal Deposit Insurance Corporation.

This news release contains forward-looking statements. Such statements are
subject to certain factors which may cause the company's results to vary from
those expected, including the risks set forth from time to time in the company's
filings with the Securities and Exchange Commission. Readers are cautioned not
to place undue reliance on these forward-looking statements, which reflect
management's judgment only as of the date hereof. The company undertakes no
obligation to publicly revise these forward-looking statements to reflect events
and circumstances that arise after the date hereof.
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