FNB CORP.
        Post Office Box 1328, Asheboro, North Carolina 27204 (919) 626-8300



                                                     February 2, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re: FNB Corp.
      Registration Statement on Form S-4
      Registration No. 333-34575

Ladies and Gentlemen:

Pursuant  to  Rule  477  of  the  Regulations  of the  Securities  and  Exchange
Commission,  FNB Corp., a North Carolina corporation (the "Registrant"),  hereby
makes  application  for the consent of the  Commission to the  withdrawal of the
Registrant's  Registration  Statement on Form S-4  (Registration  No. 333-34575)
filed with the Commission on November 10, 1997.

The Registration Statement related to common stock of the Registrant proposed to
be issued in  connection  with the merger of Home  Savings  Bank of Siler  City,
Inc.,  SSB (the  "Savings  Bank") with and into the  Registrant's  wholly  owned
banking  subsidiary   pursuant  to  the  terms  of  an  Agreement  and  Plan  of
Reorganization and Merger dated as of June 3, 1997 (the "Merger Agreement"). The
Savings Bank has  terminated  the Merger  Agreement  and the proposed  merger as
described  in the  Registration  Statement  will  not  occur.  Accordingly,  the
Registrant respectfully requests that the Registration Statement be withdrawn.

If you have any questions or need any additional information,  please call Doris
R. Bray or Dan T. Barker, Jr. of the Registrant's corporate counsel, Schell Bray
Aycock Abel & Livingston P.L.L.C. at 336/370-8800.

                                       Sincerely yours,

                                       FNB CORP.

                                      /s/Michael C. Miller

                                      Michael C. Miller
                                      President and Chief
                                      Executive Officer
MCM/sb