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) May 12, 2004
                                                          ------------


                                    FNB Corp.
          ------------------------------------------------------------
             (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
                                                  ------------------------------

                                       N/A
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          (Former Name or Former Address, if Changed Since Last Report)









ITEM 5.  Other Events

         On May 12, 2004, FNB Corp. ("FNB") issued a press release, reporting
the results of its annual meeting of shareholders held on May 11, 2004 in
Asheboro, North Carolina. A copy of the press release (the "Press Release") is
being filed as Exhibit 99.1 to this report and is incorporated herein by
reference. The Press Release contains forward-looking statements, including
estimates of future operating results and other forward-looking financial
information. These estimates constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. As such, the
estimates involve significant risks and uncertainties that could cause actual
results to differ from those estimates. A discussion of the various factors,
including factors beyond FNB's control, that could cause FNB's results to differ
materially from those expressed in such forward-looking statements is included
in FNB's filings with the Securities and Exchange Commission.


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: May 12, 2004                            By  /s/ Jerry A. Little
                                                  ------------------------------
                                                  Jerry A. Little
                                                  Treasurer and Secretary
                                                  (Principal Financial and
                                                  Accounting Officer)













                                INDEX TO EXHIBITS

         The following exhibits are filed as part of this report:

Exhibit No.     Description
- -----------     -----------

99.1            Text of Press Release dated May 12, 2004 issued by FNB Corp.

EX-99

                                                                    EXHIBIT 99.1

         FNB Corp. Reports on Annual Meeting of Shareholders

    ASHEBORO, N.C.--(BUSINESS WIRE)--May 12, 2004--FNB Corp. (NASDAQ:
FNBN), the holding company for First National Bank and Trust Company,
Rowan Bank and Dover Mortgage Company, reported on the results of its
Annual Meeting of Shareholders held on Tuesday, May 11, 2004 in
Asheboro, NC.
    Chairman and President Michael C. Miller presided at the meeting.
The following directors were elected for a three-year term, ending in
May 2007: James M. Campbell, Jr., R. Larry Campbell, Thomas A. Jordan,
and Michael C. Miller.
    At the conclusion of the formal business agenda, Mr. Miller made a
presentation in which he commented on the state of the economy both
nationally and in the Company's market area. He also reported on the
Company's achievements for 2003 and its plans for 2004.
    Miller also reviewed certain information contained in the
Company's most recent Form 10-Q, which was filed with the SEC on May
10, 2004. Miller stated: "When we filed our quarterly SEC 10-Q report
yesterday, we reported that FNB Corp., through both of its banking
subsidiaries, would make some special provisions to loan loss reserves
in the second quarter of 2004. Management has identified certain loans
that are expected to be either wholly or partially charged off in the
second quarter, resulting in charge-offs estimated to be in a range of
$1,800,000 to $2,500,000. Although a portion of these loans had
specific reserves included in the allowance for loan losses at March
31, 2004, it is expected that the provision for loan losses charged
against income in the second quarter of 2004 will be higher than in
the 2004 first quarter. Due to the utilization of specific reserves in
recording these charge-offs, however, the allowance for loan losses,
as a percentage of loans held for investment, may be at a lower level
at June 30, 2004 than at March 31, 2004. The level of non-performing
loans we have been reporting will decrease."
    He continued: "We also reported in Form 10-Q on a required
accounting change that will affect mortgage operations, including
ours, by delaying or postponing the recognition of income related to
service-release premiums. When we completed our purchase of Dover in
2003, accounting rules required expected income relating to the
service-release premium to be recognized at the time the related loan
commitment was first entered into. Effective April 1, 2004, the new
accounting rules require that income from the service-release premium
be delayed until the sale of the loan to a third-party investor is
complete and funded. The affect of that accounting change on our
financial statements is unknown at this time but could be material."
    Miller concluded the meeting, thanking the more than 250
shareholders in attendance for their support, and asking them to
participate in enhancing the company's performance by handling their
own banking and investment management business with FNB companies and
by encouraging friends, family members and business associates to do
likewise.
    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 seven mortgage production offices in
Charlotte, Carolina Beach, 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.
    FNB Corp. stock is traded on the Nasdaq National Market System
under the symbol "FNBN". Market makers for FNB Corp. stock are Scott &
Stringfellow, Keefe, Bruyette & Woods, Goldman Sachs, FIG Partners
LLC, Ferris Baker Watts, Knight Securities, Ryan, Beck & Company,
Trident Securities, Sandler O'Neill & Partners and Stern Agee and
Leach.
    This news release contains forward-looking statements, including
estimates of future results. 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.

    CONTACT: FNB Corp.
             Jerry A. Little, 336-626-8300