PROSPECTUS                              File No. 033-59565


                          300,000 SHARES

                            FNB CORP.
                           COMMON STOCK
                   (par value $2.50 per share)


                            FNB CORP.
          DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

     The Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of FNB CORP. (the "Corporation") offers shareholders of
the Corporation a simple and convenient method of reinvesting
cash dividends to purchase additional shares of the Corporation's
common stock, par value $2.50 per share (the "Common Stock"). 
First National Bank and Trust Company, a wholly owned subsidiary
of the Corporation, has been appointed the administrator of the
Plan (the "Plan Administrator") to act as agent for shareholders
electing to participate in the Plan (the "Participants").  The
Plan Administrator may appoint an agent, such as another banking
institution, (the "Agent") to make purchases of the Common Stock
on behalf of the Participants.

     The dividends reinvested pursuant to the Plan will be used
to purchase newly issued shares of Common Stock from the
Corporation ("Original Issue Purchases") or to purchase shares of
Common Stock in open market or privately negotiated transactions
("Open Market Purchases").  The purchase price of shares of
Common Stock purchased pursuant to Original Issue Purchases shall
be an amount equal to 100% of the fair market value (as
determined pursuant to the Plan) of such shares on the dividend
payment date on which such shares are purchased.  The price at
which the Plan Administrator shall be deemed to have purchased
shares for a Participant's account pursuant to Open Market
Purchases shall be the price of such shares paid by the Plan
Administrator or, if the Plan Administrator has appointed an
Agent to make such purchases, paid by the Agent for the
Participant's allocable portion of shares purchased on a
particular date that Common Stock was purchased with the proceeds
of a particular dividend, plus such Participant's proportionate
share of the brokerage commission incurred thereon.  Each
Participant's share of brokerage commissions may be less than he
or she might incur individually because the Plan Administrator or
the Agent will buy shares in volume.  See "Description of the
Dividend Reinvestment and Stock Purchase Plan - Purchases." 
Dividends will be reinvested on a quarterly basis.

     Shareholders who elect to participate in the Plan may also
make optional cash payments ("Optional Cash Payments") to be used
to purchase additional shares of Common Stock.  Optional Cash
Payments must be received by the Plan Administrator not less than
5 business days nor more than 30 calendar days prior to any
dividend payment date and may not be less than $25 per payment
nor total more than $1,000 per quarter.  Optional Cash Payments
will be invested quarterly in connection with the dividend
reinvestment.

     Shareholders may enroll in the Plan by completing the
Authorization Form and returning it to First National Bank and
Trust Company, 101 Sunset Avenue (27203), Post Office Box 1328,
Asheboro, North Carolina 27204, Attention:  Dividend Reinvestment
Plan Administrator.  Shareholders who are Participants in the
Plan may terminate their participation at any time.  Shareholders
who do not wish to participate in the Plan will continue to
receive cash dividends, if and when paid, by check.

     This Prospectus relates to 300,000 shares of Common Stock of
the Corporation registered for sale and distribution under the
Plan.  It is suggested that this Prospectus be retained for
future reference.

                                                 

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
  COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
    ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
  ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
                       IS A CRIMINAL OFFENSE.

                                                  

            The date of this Prospectus is May 26, 1995.


NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED.  NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER AT ANY TIME SHALL
UNDER ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.  THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF THE COMMON STOCK TO ANY PERSON TO WHOM
SUCH OFFER WOULD BE UNLAWFUL OR ANY OFFER OF ANY SECURITIES OTHER
THAN THE SHARES OF COMMON STOCK DESCRIBED HEREIN.

                       AVAILABLE INFORMATION

         The Corporation has filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the Common Stock offered hereby.  For further
information pertaining to the shares of Common Stock to which
this Prospectus relates, reference is made to such Registration
Statement, including the exhibits and schedules filed as a part
thereof.  As permitted by the rules and regulations of the
Commission, certain information included in the Registration
Statement is omitted from this Prospectus.  In addition, the
Corporation is subject to certain of the informational
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Commission.  Such
reports, proxy statements and other information can be inspected
and copies made at the following public reference facilities
maintained by the Commission:  450 Fifth Street, N.W.,
Washington, D.C. 20549; 7 World Trade Center, 13th Floor, New York,
New York, 10048; and the Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511.  Copies of such material may
also be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington D.C.
20549, upon payment of prescribed rates.




          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, previously filed by the Corporation
with the Commission pursuant to Section 13 of the Exchange Act,
are incorporated by reference herein and made a part hereof:  (i) the
Corporation's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994; (ii) the Corporation's Quarterly Report
on Form 10-QSB for the quarter ended March 31, 1995; and (iii) the
description of the Corporation's Common Stock set forth under
"Item 5" of the Current Report on Form 8-K dated November 24, 1993.

         All reports and any definitive proxy or information
statements filed with the Commission pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of
this Prospectus and prior to the termination of the offering of
Common Stock made hereby, shall be deemed incorporated by reference
in this Prospectus and a part hereof from the date of the filing of
such documents.  Any statement containing a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.

         The Corporation will provide without charge, to each person
to whom this Prospectus is delivered, upon written or oral request,
a copy of any or all documents that have been incorporated herein
by reference (other than exhibits to such documents that are not
specifically incorporated by reference in such documents). 
Requests for copies of such information should be directed to the
Secretary of the Corporation, 101 Sunset Avenue (27203), Post
Office Box 1328, Asheboro, North Carolina 27204.
                                -2-


                          THE CORPORATION

         The Corporation, a North Carolina corporation, is a bank
holding company organized in 1984, the principal asset of which
is the capital stock of First National Bank and Trust Company, a
full service bank organized under the laws of the United States of
America.

         The Corporation's principal executive offices are
located at 101 Sunset Avenue, Asheboro, North Carolina 27203.  Its
telephone number is (910) 626-8300.

              DESCRIPTION OF THE DIVIDEND REINVESTMENT
                      AND STOCK PURCHASE PLAN

         The following, in question and answer form, are the
provisions of the Plan.  Those holders of Common Stock who do not
wish to participate in the Plan will continue to receive cash
dividends, if and when paid, by check.  The Plan will become
effective on May 26, 1995.

Purpose.

1.       What is the purpose of the Plan?

         The primary purpose of the Plan is to provide owners of
Common Stock with a simple and convenient way of reinvesting cash
dividends and optional cash payments in additional shares of
Common Stock.  The Corporation intends initially to purchase
shares of Common Stock in Open Market Purchases.  Such Open Market
Purchases may either be made by the Plan Administrator or an
independent, unaffiliated agent of the Corporation (the "Agent"). 
However, the Corporation may direct the Plan Administrator to
purchase newly issued shares of Common Stock directly from the
Corporation.  In such event, the Corporation will receive
additional funds for its general corporate purposes, including
investments in, or extensions of credit to, its subsidiary.

Advantages.

2.       What are the advantages of the Plan?

         Participants in the Plan may purchase shares of Common
Stock by (i) having all or part of the cash dividends on their shares
of Common Stock automatically reinvested, or (ii) by investing both
their cash dividends and Optional Cash Payments, which may not be
less than $25 per payment nor aggregate more than $1,000 per
calendar quarter.

         Each Participant's Plan account is charged with its pro
rata share of brokerage commissions incurred in Open Market Purchases
of Common Stock for Plan accounts.  However, each Participant's
share of brokerage commissions may be less than he or she might
individually incur since the Plan Administrator or Agent will buy
shares in volume and pass commission savings on to the
Participants.  No other fees or service charges are imposed on
Participants in connection with the purchase of shares of Common
Stock under the Plan.  The Plan Administrator assures safe
keeping of shares of Common Stock credited to a Participant's Plan
account and provides regular quarterly statements of such account. 
Therefore, Participants avoid the inconvenience and expense of
safe keeping certificates for shares of Common Stock credited to their
Plan accounts.

Participation.

3.       Who is eligible to participate?

         All owners of Common Stock are eligible to participate
in the Plan.  Beneficial owners of Common Stock whose shares are
held in registered names other than their own, such as trustees,
bank nominees or brokers, must arrange for the holder of record to
participate in the Plan or have the shares transferred to
                                -3-


their own names before enrolling in the Plan.  Owners may
participate with all or any part of shares of Common Stock
registered in their names.


4.       How does a shareholder become a Participant?

         A shareholder may join the Plan by completing and
signing the Authorization Form and returning it to the Plan
Administrator.  An Authorization Form is enclosed with this 
Prospectus and additional forms may be obtained by sending a
written request to First National Bank and Trust Company,
Post Office Box 1328, Asheboro, North Carolina 27204,
Attention:  Dividend Reinvestment Plan Administrator.

5.       When may a shareholder join the Plan?

         If an Authorization Form specifying reinvestment of
dividends is received by the Plan Administrator at least 5 
business days before the record date established for payment 
of a particular dividend, reinvestment will commence with that 
dividend payment.  If the Authorization Form is received after 
such date, the reinvestment of dividends through the Plan will 
begin with the next succeeding dividend.  Authorization Forms 
received on a Saturday, Sunday or holiday on which the main 
office of First National Bank and Trust Company in Asheboro,
North Carolina, is closed will be considered received on the
next succeeding business day.

6.       What does the Authorization Form provide?

         The Authorization Form allows a shareholder to elect to
participate in the Plan by reinvesting dividends on all, or any
specified number if less than all, of the shares of Common Stock
registered in that shareholder's name and also allows the
Participant to elect to invest Optional Cash Payments. 
Participants are not permitted to invest Optional Cash Payments
unless they are also participating in the dividend reinvestment
feature of the Plan as well.


7.       After enrollment, may a Participant change the number of
         participating shares?

         Yes.  A Participant who decides to change the number of
participating shares must sign and return a new Authorization
Form to the Plan Administrator.

Administration.

8.       Who administers the Plan for Participants?

         First National Bank and Trust Company, a wholly owned
subsidiary of the Corporation, administers the Plan for
Participants, keeps records, sends quarterly statements of
account to Participants and performs other duties relating to
the Plan.

Costs.

9.       Are there any expenses to Participants in connection
         with purchases under the Plan?

         Each Participant's Plan account is charged with its
pro rata share of brokerage commissions incurred in Open Market 
Purchases of Common Stock for Plan accounts.  However, Participants
will incur no brokerage commissions for Original Issue Purchases 
made under the Plan.  No other fees or service charges are imposed 
on Participants in connection with purchases under the Plan.  All
costs of administration of the Plan will be paid by the
Corporation.  (See Items 17 and 18 below concerning a Participant's
expenses for the liquidation of a fractional share.)
                                -4-


Purchases.

10.      When and at what price will shares of Common Stock be
         purchased under the Plan?

         Depending on availability of shares of the Common Stock,
Open Market Purchases will be made on the dividend payment date or as
soon thereafter as possible by the Plan Administrator or, if an
Agent has been appointed by the Plan Administrator, the Agent. 
Original Issue Purchases of newly issued shares directly from the
Corporation will be made on the dividend payment date.  The
Corporation currently intends to direct the Plan Administrator or
the Agent to purchase shares for the Plan in Open Market
Purchases.  However, depending on the availability of shares of 
Common Stock and the trading restrictions imposed on purchases of 
Common Stock by the Securities and Exchange Commission, the Plan 
Administrator may also purchase newly issued shares directly from the
Corporation for Plan accounts.  

         A Participant becomes the owner of the shares purchased
through the Plan pursuant to Original Issue Purchases on the
dividend payment date (the purchase date).  However, for federal
income tax purposes, the holding period for such shares commences
on the following day.  In the case of Open Market Purchases, an
allocable percentage of the shares credited to a Participant's
account is deemed to have been acquired by the Participant on
each date shares are purchased with respect to a particular dividend. 
For federal income tax purposes, the holding period for such
shares commences on the following day.

         Cash dividends credited to a Participant's account will
be commingled with the cash dividends credited to all accounts under
the Plan and will be applied to the purchase of shares of Common
Stock.  The Plan Administrator or, if an Agent has been appointed
by the Plan Administrator, the Agent may purchase shares of
unrestricted Common Stock on any securities exchange on which the
Common Stock is traded, in the over-the-counter market or in
negotiated transactions.  Open Market Purchases may be made on
such terms as to price, delivery or otherwise as the Plan
Administrator or, if an Agent has been appointed by the Plan 
Administrator, the Agent may determine.  The price at which the 
Plan Administrator or Agent shall be deemed to have purchased shares 
for a Participant's account pursuant to Open Market Purchases shall 
be the price of such shares paid by the Plan Administrator or Agent 
for the Participant's allocable portion of shares purchased on a
particular date that Common Stock was purchased with the proceeds of 
a particular dividend, plus such Participant's proportionate share
of the brokerage commission incurred thereon.  A Participant's
account will be credited with fractional shares computed to three 
decimal places.  In no event shall the purchase price for such shares 
be less than the par value of the Common Stock ($2.50 per share). 
The Plan Administrator or Agent will make every reasonable effort to
reinvest all dividends promptly after receipt and in no event
later than 30 days after such receipt, except where, in the opinion of
the Plan Administrator's counsel, such investments are restricted
by any applicable state or federal securities laws.

         The purchase price of shares of Common Stock purchased
hereunder pursuant to Original Issue Purchases shall be an amount
equal to 100% of the fair market value of such shares on the
dividend payment date on which such shares are purchased.  "Fair
market value" shall mean the average of the closing bid and ask
price of the Common Stock as reported by the quotation
information regularly disseminated by the National Association of 
Securities Dealers Automated Quotation ("NASDAQ") market or the 
NASDAQ National Market on the dividend payment date (or the most 
recent preceding day on which bid and ask prices were reported). 
If the Common Stock is not listed on a national securities exchange, 
the fair market value of the shares shall be determined in good faith
by the Board of Directors of the Corporation.  If the Board of
Directors is required to make a determination as to fair market
value, the Board of Directors shall consider the financial
condition of the Corporation and its recent operating results,
values of publicly traded securities of other financial
institutions giving effect to the relative book values and
earnings of such institutions and the level of liquidity of the
institution's shares, and such other factors as the Board of
Directors in its discretion deems relevant.  In no event shall
the Plan Administrator issue shares of Common Stock pursuant to the
Plan at a price that is less than par value.

         Currently, the Common Stock is traded on the NASDAQ
National Market, but there can be no assurance that the Common 
Stock will continue to be so traded.
                                -5-


11.      How many shares of Common Stock will be purchased for
         Participants?

         The number of shares of Common Stock to be purchased for
a Participant's Plan account depends on the amount of that
Participant's reinvested dividends and Optional Cash Payments and
the purchase price of the shares purchased pursuant to the Plan
with respect to a single dividend payment.  Each Participant's
account will be credited with that number of shares, including
fractions computed to three decimal places, equal to the total
amount to be invested, divided by the purchase price per share. 
(See Item 10 with respect to purchase price.)

12.      Will certificates be issued for shares of Common Stock
         purchased under the Plan?

         Unless requested, certificates for shares of Common
Stock purchased under the Plan will not be issued as a matter of
course.  The Plan Administrator will hold all shares purchased in 
the name of one of its nominees.  The number of shares purchased 
for a Participant's account under the Plan will be shown on the
Participant's quarterly statement of account.  This feature
protects against loss, theft or destruction of stock
certificates.  However, certificates for any number of whole shares 
credited to a Participant's account under the Plan will be issued 
without charge upon the Participant's written request.  Any 
remaining whole shares and fractional shares will continue to be 
held in the Participant's  account.  (See Items 17 and 18 below 
with respect to the liquidation of fractional shares.)

Optional Cash Payments.

13.      Who will be eligible to make Optional Cash Payments and
         when may payments be made?

         Only shareholders who are reinvesting their dividends
are eligible to make Optional Cash Payments.  The Plan Administrator
will apply any Optional Cash Payment received from a Participant
not less than 5 business days nor more than 30 calendar days
before a dividend payment date to the purchase of shares of Common 
Stock for the account of the Participant with respect to that dividend
payment date.  Any Optional Cash Payment received by the Plan
Administrator less than 5 business days or more than 30 calendar
days prior to a dividend payment date will be promptly returned.

         Prior to the first dividend payment date after a
Participant enrolls in the Plan, an initial Optional Cash Payment 
may be made by a shareholder within the specified time limits by 
enclosing a check or money order with a completed Authorization Form.  
Checks or money orders should be made payable to "First National Bank
and Trust Company - Plan Administrator" and returned along with an
Authorization Form.  Additional Authorization Forms may be
obtained by sending a written request to First National Bank and Trust
Company, 101 Sunset Avenue (27203), Post Office Box 1328,
Asheboro, North Carolina 27204, Attention: Dividend Reinvestment Plan
Administrator. After the first dividend payment date following a
Participant's enrollment in the Plan, Optional Cash Payments may
be made within the specified time limits during any quarter by
sending such payments to First National Bank and Trust Company, 101
Sunset Avenue (27203), Post Office Box 1328, Asheboro, North Carolina
27204, Attention: Dividend Reinvestment Plan Administrator,
together with the Stock Purchase Form attached to the detailed
quarterly statement received by Participants after their initial
dividend payment has been invested.  The Participant's Plan
account number must be included on the check (or other instrument) 
and in any other correspondence with respect to the Plan.  A 
Participant by written request to the Plan Administrator may obtain 
the return of any Optional Cash Payment up to 48 hours prior to the 
dividend payment date.

         The Plan Administrator will commingle the funds credited
to a Participant's account with Optional Cash Payments credited to all
accounts under the Plan and will apply such funds to the purchase
of shares of Common Stock.  Open Market Purchases may be made on
such terms as to price, delivery or otherwise as the Plan
Administrator or, if an Agent has been appointed by the Plan
Administrator, the Agent may determine and the price per share
shall include a pro rata share of brokerage commissions to be
paid by the Participant.  The purchase price of shares of Common Stock 
purchased hereunder pursuant to Original Issue Purchases shall be
an amount equal to 100% of the fair market value of such shares
on the dividend payment date on which such shares
                                -6-


are purchased.  Optional Cash Payments will be invested at least
once quarterly (in conjunction with the dividend reinvestment).

         Pending investment, all Optional Cash Payments will be
held in a non-interest-bearing account maintained by the Plan
Administrator.  Accordingly, Participants may wish to delay
transmittal of Optional Cash Payments until shortly before the
dividend payment date while still allowing enough time for the
Plan Administrator to receive the funds 5 business days prior to 
such date.

14.      What are the limitations on a Participant making
         Optional Cash payments?

         The option to make cash payments is available to a
Participant at any time not less than 5 business days nor more 
than 30 calendar days prior to any dividend payment date in any 
quarter, provided the payment is received by the Plan Administrator 
during such period.  Payments that are received less than 5 business 
days or more than 30 calendar days prior to any dividend payment date
will be promptly returned to the Participant.  The same amount of
money need not be invested each quarter, and there is no obligation to
make an Optional Cash Payment in any quarter.  An Optional Cash
Payment must not be in an amount less than $25, and all Optional
Cash Payments by or on behalf of any Participant in any calendar
quarter must not aggregate more than $1,000.

Reports to Participants.

15.      What kind of reports will be sent to Participants?

         Each Participant will receive a statement of account at
the end of each quarter in which there has been a transaction that
has affected the Participant's account.  The statement of account
will include information describing each transaction. 
Specifically, it will include information as to dividends
credited to the Participant, Optional Cash Payments received from the
Participant, amounts invested for the Participant, costs of
purchases, number of shares purchased (including fractional
shares), total shares held for the Participant and other
information for the year to date.  All Participants will receive
a December statement, which will, in addition to serving as that
quarter's activity report, serve as that year's annual statement
of account.  The December statement of account will provide records
that can be used for the Participant's reporting purposes.

Dividends.

16.      Will Participants be credited with dividends on shares
         held in their accounts under the Plan (the "Plan Shares")?

         Yes.  The Plan Administrator will receive dividends for
all Plan Shares held on the dividend record date and will credit such
dividends to Participants' accounts on the basis of whole shares
and fractional shares credited to those accounts.  Such dividends
will be automatically reinvested in additional shares of Common
Stock.

Discontinuation of Dividend Reinvestment.

17.      How does a Participant discontinue the reinvestment of
         dividends under the Plan?

         A Participant may discontinue the reinvestment of
dividends under the Plan by notifying the Plan Administrator in 
writing at First National Bank and Trust Company, 101 Sunset Avenue 
(27203), Post Office Box 1328, Asheboro, North Carolina 27204, 
Attention: Dividend Reinvestment Plan Administrator.  Any termination 
notice received at least 5 business days prior to a dividend record 
date will be effective as to dividends paid for such record date.  Any
termination notice received less than 5 business days prior to a
dividend record date will not be effective until dividends paid
for such record date have been reinvested.  Upon discontinuation, a
Participant will receive a stock certificate for all whole Plan
Shares credited to the Participant's account.  Any fractional
Plan Shares will be liquidated and a check for the proceeds, less
brokerage commissions and transfer taxes, if any, incurred in
such transactions will be mailed directly to the discontinuing
Participant by the Plan
                                -7-



Administrator.  The liquidation value of any fractional shares
shall be at "fair market value" as that term is defined in Item
10 above.

18.      What happens to a Participant's Plan account if all
         shares in the Participant's name are transferred or sold?

         If a Participant disposes of all shares registered in
the Participant's name on the books of the Corporation, participation
in the Plan will be deemed discontinued and certificates for all
whole Plan Shares credited to the Participant's account, together
with the proceeds from the liquidation of any fractional shares
as determined herein (see Item 17), will be mailed to the
Participant.

Withdrawal of Shares in Plan Accounts.

19.      How may a Participant withdraw shares purchased under
         the Plan?

         A Participant who has purchased shares of Common Stock
under the Plan may withdraw all or a portion of such Plan Shares 
from the Plan account by notifying the Plan Administrator in writing to
that effect and specifying in the notice the number of Plan Shares to
be withdrawn.  This notice should be mailed to First National Bank
and Trust Company, 101 Sunset Avenue (27203), Post Office Box 1328,
Asheboro, North Carolina 27204, Attention: Dividend Reinvestment
Plan Administrator.  Certificates for whole shares of Common
Stock so withdrawn will be registered in the name of and issued to the
Participant.  In no case will certificates representing fractional
shares be issued. (See Item 17 and 18 above with respect to the
liquidation of a fractional share.)  Any notice of withdrawal
received less than 5 business days before a dividend record date
will not be effective until dividends paid for such record date
have been reinvested and the shares credited to the Participant's
Plan account.

Other Information.

20.      How will stock dividends and stock splits on Plan Shares
         be handled?

         Whole shares and fractional shares resulting from stock
dividends or stock splits on Plan Shares will be added to
Participants' accounts.  In addition, the maximum number of shares 
of Common Stock available for issuance under the Plan shall be
proportionately adjusted following a stock dividend or stock
split.

21.      What happens if the Corporation has a Common Stock rights
         offering?

         In the event that the Corporation makes available to its
shareholders rights to purchase additional shares or other
securities, the Plan Administrator will sell all rights accruing to
Plan Shares if a purchaser can be located.  The proceeds will be
combined with any other Participant's account funds for
reinvestment in connection with the dividend payment date on which
shares of Common Stock are to be purchased.  These proceeds will be
treated as if they were Optional Cash Payments.  Any Participant
who wishes to exercise any such rights must send a written request
to the Plan Administrator that certificates for the whole shares
held under the Plan be sent to the Participant.  This request must
be received at least 5 business days in advance of the record date
for the rights offering.

22.      How will a Participant's Plan Shares be voted at a meeting of
         shareholders?

         Each Participant who votes shares of Common Stock registered
in his or her name on any matter submitted to a meeting of the
Corporation's shareholders will have all shares credited to his or
her account under the Plan automatically added to that number and
voted in the same manner.  If a Participant elects not to vote the
Plan Shares in person at the shareholders' meeting, a proxy for
those shares will be furnished upon written request received by the
Plan Administrator at least 10 business days prior to the
shareholders' meeting date.
                                -8-


23.      What are the federal income tax consequences of participation
         in the Plan?

         Participants receiving cash dividends will be treated as
having received such dividends on all their shares of Common Stock,
including dividends on Plan Shares held for a Participant's
account, even though these dividends are automatically reinvested
pursuant to the Plan.  All such dividends are generally taxable as
ordinary income, regardless of whether they are paid directly to
the Participant or reinvested pursuant to the terms of the Plan. 
In addition, Participants may recognize gain or loss upon the sale
of shares acquired pursuant to the Plan based upon the gross
proceeds of such sale, transaction costs and the tax basis of such
shares.  IT IS IMPORTANT THAT PARTICIPANTS RETAIN ALL YEAR-END
STATEMENTS IN ORDER TO HAVE A RECORD OF THE TAX BASIS ATTRIBUTABLE
TO SHARES ACQUIRED PURSUANT TO THE PLAN.

         The Plan Administrator will comply with all applicable
Internal Revenue Service requirements concerning the filing of
information returns for dividends credited to each account under
the Plan and such information will be provided to the Participant
by a duplicate of that form or in a final statement of account for
each calendar year.  With respect to Participants whose dividends
or other form of distributions are subject to United States
domestic or foreign tax withholding, the Plan Administrator will
comply with all applicable Internal Revenue Service requirements
concerning the amounts of tax to be withheld, which will be
deducted from the dividends credited to the Participant's account
prior to investment or from distributions due to the Participant.

         The foregoing is only a general outline of some of the
applicable federal tax requirements.  Each Participant should
consult his or her own tax adviser for additional information
regarding specific tax consequences of his or her participation in
the Plan.

24.      May a Participant sell, assign, transfer or pledge Plan
         Shares?

         No.  A Participant cannot sell, assign, transfer or pledge
shares credited to the Participant's account for any purpose unless
the Participant has first requested certificates for such shares in
accordance with Item 19 above.

25.      May the Plan be changed or discontinued?

         Yes.  Although the Corporation intends to continue the Plan,
the Corporation reserves the right to suspend, modify or terminate
the Plan at any time.  Participants will be notified of any such
suspension, modification or termination.

26.      What is the responsibility of the Plan Administrator?

         The Plan Administrator receives the Participant's dividend
payments and Optional Cash Payments, invests such amounts in shares
of Common Stock, maintains continuing records of each Participant's
account and advises Participants as to all transactions in and the
status of their Plan accounts.  The Plan Administrator acts in the
capacity of agent for the Participants.  The Plan Administrator may
also appoint a third party agent, such as another banking
institution, to make purchases on behalf of the Participants.

         All notices from the Plan Administrator to a Participant
will be addressed to the Participant at the last address of record
with the Plan Administrator.  The mailing of a notice to a
Participant's last address of record will satisfy the Plan 
Administrator's duty of giving notice to such Participant.  Therefore,
a Participant must notify the Plan Administrator promptly of any 
change of address.

         Neither the Plan Administrator nor the Corporation shall have
any responsibility beyond the exercise of ordinary care for any
reasonable and prudent actions taken or omitted pursuant to the
Plan, including, without limitation, any claim for liability
arising out of failure to terminate a Participant's account upon
such Participant's death or adjudicated incompetency prior to
receipt of written notice of death or adjudicated incompetency, nor
shall they have any duties, responsibilities or liabilities except
as expressly set forth in the Plan.
                                -9-


         Plan Participants should recognize that the Corporation
cannot assure the Participant of a profit or protection from a loss on
Common Stock purchased under the Plan.

                          USE OF PROCEEDS

         The net proceeds from the sale of newly issued shares of
Common Stock offered pursuant to the Plan will be used for general
corporate purposes of the Corporation, including investments in, or
extensions of credit to, the Corporation's subsidiary, First
National Bank and Trust Company.  No proceeds from Open Market
Purchases of shares of Common Stock will be received by the
Corporation.  The Corporation may engage, in the future, in
additional financings to increase the capital of the Corporation
and for other general corporate purposes.

                           LEGAL OPINION

         Certain legal matters with respect to the Plan and in
connection with the Common Stock being offered hereby will be
passed upon for the Corporation by Schell Bray Aycock Abel &
Livingston L.L.P., 230 North Elm Street, 1500 Renaissance Plaza,
Greensboro, North Carolina  27401.

                              EXPERTS

         The consolidated financial statements of FNB Corp. and
subsidiaries as of December 31, 1994 and 1993, and for each of the
years in the three-year period ended December 31, 1994, have been
incorporated by reference herein and in the Registration Statement
in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and
auditing.  The report of KPMG Peat Marwick LLP covering the
consolidated financial statements as of December 31, 1994 and 1993
and for each of the years in the three-year period ended December
31, 1994, refers to the fact that on December 31, 1993, FNB Corp.
adopted the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities",
and the fact that on January 1, 1993, FNB Corp. adopted the
provisions of the Financial Accounting Standards Board's SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other than
Pensions."

                          INDEMNIFICATION

         Sections 55-8-50 through 55-8-58 of the General Statutes of
North Carolina permit or require indemnification of directors and
officers for expenses and liabilities under certain circumstances. 
The Corporation's Bylaws generally provide that the Corporation
shall indemnify and hold harmless its directors and officers to the
extent permitted by North Carolina law.  Pursuant to the Bylaws,
directors and officers generally are indemnified against liability
and litigation expense, including reasonable attorneys' fees,
arising out of their status as directors or officers or their
activities in any of such capacities or in any capacity in which
any of them serves at the Corporation's request.  In addition, the
Bylaws permit the Corporation to advance litigation expenses in
certain circumstances.  Any indemnification under the Bylaws may be
paid by the Corporation in any specific case only after a
determination that the director or officer did not act in a manner,
at the time the activities were taken, that was known or reasonably
should have been known by him to be clearly in conflict with the
best interests of the Corporation.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Corporation pursuant to the foregoing
provisions, or otherwise, the Corporation has been informed that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
                                -10-