UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
                                    OR
|_| TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 [NO FEE REQUIRED]
For the transition period from ______________________ to ______________________

Commission File Number 0-13823
                                    FNB CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         North Carolina                                        56-1456589
(STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

101 Sunset Avenue, Asheboro, North Carolina                     27203
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

Registrant's telephone number, including area code:    (910) 626-8300
Securities registered under Section 12(b) of the Act:  None
Securities registered under Section 12(g) of the Act:  Common Stock, par
                                                       value $2.50 per share
                                                       (TITLE OF CLASS)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
the Form 10-KSB. [ ]

The registrant's revenues for the year ended December 31, 1996 were $24,691,387.

As of March 10, 1997, the aggregate market value of voting stock held by
nonaffiliates of the registrant, assuming, without admission, that all directors
and officers of the registrant may be deemed affiliates, was $45,126,666.

The registrant had 1,811,104 shares of $2.50 par value common stock outstanding
at March 10, 1997.

Transitional Small Business Disclosure Format (Check One): Yes No X

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended December 31,
1996 are incorporated by reference into Part II.

Portions of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on May 13, 1997 are incorporated by reference into Part
III.


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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         FNB Corp. (the "Parent Company") is a bank holding company incorporated
under the laws of the State of North Carolina in 1984. On July 2, 1985, through
an exchange of stock, the Parent Company acquired its wholly-owned bank
subsidiary, First National Bank and Trust Company (the "Bank"), a national
banking association founded in 1907. The Parent Company and the Bank are
collectively referred to as the "Corporation".

         The Bank, a full-service commercial bank, currently conducts all of its
operations in Randolph, Montgomery and Chatham counties in North Carolina. Four
offices, including the main office, are located in Asheboro. Additional
community offices are located in Archdale (two offices), Biscoe, Ramseur,
Randleman, Seagrove and Siler City. Some of the major services offered include
checking accounts, NOW accounts (including package account versions that offer a
variety of products and services), money market accounts, savings accounts,
certificates of deposit, holiday club accounts, individual retirement accounts,
credit cards and loans, both secured and unsecured, for business, agricultural
and personal use. The Bank also has automated teller machines and is a member of
two national teller machine networks, Cirrus and Plus, and one regional network,
Honor.

         The Bank has a Trust and Investment Services Division that offers
traditional trust and estate settlement services, investment management
programs, brokerage services and tax-deferred annuities. In 1995, the Trust and
Investment Services Division began offering investment products and services
through "FNB Investors Services", a service provided by Liberty Securities.

         On December 30, 1993, the Corporation entered into definitive
agreements to acquire two mutual savings banks, Home Savings Bank of Siler City,
SSB of Siler City, North Carolina and Randleman Savings Bank, SSB of Randleman,
North Carolina, in merger/conversion transactions, pursuant to which the savings
banks would convert from mutual to stock form and the Corporation would
simultaneously acquire the shares issued in the conversions. Regulatory
applications for approval to consummate the proposed acquisitions were filed in
April 1994. Substantial changes in regulatory policy occurring shortly after the
applications were filed effectively resulted in a moratorium on federal approval
of merger/conversions, and the Corporation subsequently withdrew the
applications to the FDIC and the Federal Reserve and postponed the ultimate
decision to proceed with the acquisition until it was clear what the regulatory
obstacles might be. In 1995, the agreements expired without the acquisitions
having been completed due to changes in federal and state regulatory policies
which strictly limited the circumstances under which such transactions would be
permitted.

         The Corporation incurred certain costs in connection with the proposed
acquisitions. Those costs, which had been deferred, amounted to $186,350 and are
included in other expense in the consolidated statement of income for the year
ended December 31, 1995.

         During 1994, a new credit card operation was established in which the
Bank carries its own credit card receivables as opposed to the former fee-based
arrangement under which accounts were generated for and owned by a correspondent
bank. As part of the new credit card strategy, extensive

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marketing efforts were undertaken in 1995, primarily to Bank customers.
Credit card receivables amounted to $2,257,204 and $1,524,718 at
December 31, 1996 and 1995, respectively. Additionally, the merchant aspect
of credit card operations has been shifted to an in-house basis from the
prior correspondent arrangement.

         In a significant 1994 development, the Bank elected to outsource all of
its data processing, item capture and statement rendering operations. The
conversion to a service bureau arrangement was completed in the 1994 fourth
quarter. The major items of data processing equipment that were no longer needed
by the Bank were acquired by the new processor. While the Bank does not
currently plan to resume any major data processing operations, the level of
computer equipment was significantly increased in 1995 through expanded use of
personal computer networks. The new networks allow for a more direct input of
basic loan and deposit account information to the data files maintained by the
service bureau. Capital expenditures in 1995, which totaled $1,302,230, related
primarily to the increase in computer equipment. Since most of this equipment
was not placed into service until late in 1995, the full effect on annual
depreciation expense was not recognized until 1996. Approximately one-third of
1996 capital expenditures, which totaled $1,019,109, also related to personal
computer networks.

         In 1995, management adopted a comprehensive restructuring project for
the purpose of reengineering Bank operations to become more competitive and
cost-effective in developing business and servicing customers and to improve
long-term profitability. In connection with this project, certain positions
within the Bank were either realigned or eliminated. Total restructuring
charges, all of which were incurred and paid in 1995, amounted to $460,457, of
which $301,116 related to personnel costs and $159,341 to professional fees. The
Bank also decided in March 1995 to recognize losses of $414,596 from the sales
of certain investment securities held in the available-for-sale portfolio in
order to gain favorable tax treatment for the losses and to take advantage of
reinvestment opportunities at higher coupon rates. While these actions had a
significant adverse impact on 1995 earnings, management believes these decisions
will enhance the long-term value of the Corporation and strengthen the
competitive position of its community banking operations.

         Management decided in March 1996 that the Bank would discontinue the
purchase of retail installment loan contracts from automobile and equipment
dealers, due largely to the declining yields being experienced in this loan
program. Contracts of this nature included in loans at December 31, 1996 and
1995 amounted to $20,355,367 and $33,525,143, respectively. While there will be
no purchases of new contracts, current plans call for the collection of
outstanding loans based on their contractual terms. It is expected that the
funds previously invested in this loan program will be redeployed, as loan
payments occur, to other loan programs or to the investment securities
portfolio.

COMPETITION

         The commercial banking industry within the Bank's marketing area is
extremely competitive. The Bank faces direct competition in Randolph, Montgomery
and Chatham counties from approximately nineteen different financial
institutions, including commercial banks, savings institutions and credit
unions. Although none of these entities is dominant, the Bank considers itself
one of the major financial institutions in the area in terms of total assets and
deposits. Further competition is provided by banks located in adjoining
counties, as well as other types of financial institutions such as insurance
companies, finance companies, pension funds and brokerage houses and other money
funds.


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SUPERVISION AND REGULATION

         The Parent Company is a bank holding company within the meaning of the
Bank Holding Company Act of 1956, as amended (the "BHC Act"), and is registered
as such with the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board"). A bank holding company is required to file with the Federal
Reserve Board annual reports and other information regarding its business
operations and those of its subsidiaries. It is also subject to examination by
the Federal Reserve Board and is required to obtain Federal Reserve Board
approval prior to acquiring, directly or indirectly, ownership or control of any
voting shares of any bank if, after such acquisition, it would own or control,
directly or indirectly, more than five percent of the voting stock of such bank,
unless it already owns a majority of the voting stock of such bank. Furthermore,
a bank holding company, with limited exceptions, is prohibited from acquiring
direct or indirect ownership or control of more than five percent of the voting
stock of any company which is not a bank or a bank holding company and must
engage only in the business of banking or managing or controlling banks or
furnishing services to or performing services for its subsidiary banks. One of
the exceptions to this prohibition is the ownership of shares in a company the
activities of which the Federal Reserve Board has determined to be so closely
related to banking or managing or controlling banks as to be a proper incident
thereto.

         The Federal Reserve Board has determined that certain activities are
closely related to banking, and that bank holding companies may apply to the
Federal Reserve Board for permission to form, retain or acquire an interest in a
company engaging or proposing to engage in these activities. The permitted
nonbanking activities include, without limitation: (1) making, acquiring or
servicing loans or other extensions of credit such as consumer finance, credit
card, mortgage, commercial finance and factoring companies would make; (2)
acting as an investment or financial advisor; (3) leasing real or personal
property or acting as agent, broker, or advisor in leasing such property if the
lease is to serve as the functional equivalent of an extension of credit to the
lessee of the property and certain other conditions are met; (4) providing
bookkeeping or data processing services under certain circumstances; (5) acting
as an insurance agent or broker with respect to insurance that is directly
related to the extension of credit with other financial services; (6) acting as
an underwriter for credit life insurance and credit accident and health
insurance directly related to extensions of credit by the holding company
system; and (7) providing securities brokerage services and related securities
credit activities.

         As a national banking association, the Bank is subject to regulatory
supervision, of which regular bank examinations by the Comptroller of the
Currency are a part. The Bank is a member of the Federal Deposit Insurance
Corporation (the "FDIC") which currently insures the deposits of each member
bank to a maximum of $100,000 per depositor. For this protection, each bank pays
a quarterly statutory assessment and is subject to the rules and regulations of
the FDIC. The Bank is also a member of the Federal Reserve System and is
therefore subject to the applicable provisions of the Federal Reserve Act, which
imposes restrictions on loans by subsidiary banks to a holding company and its
other subsidiaries and on the use of stock or securities as collateral security
for loans by subsidiary banks to any borrower.

         The ability of the Parent Company to pay dividends depends to a large
extent upon the amount of dividends the Bank pays to the Parent Company.
Approval of the Comptroller of the Currency, or his designate, will be required
for any dividend to the Parent Company by the Bank if the total of all
dividends, including any proposed dividend, declared by the Bank in any calendar
year exceeds the total of its net profits for that year combined with its
retained net profits for the preceding two years, less any required transfers to
surplus or a fund for the retirement of any preferred stock.


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EFFECT OF GOVERNMENTAL POLICIES

         The operations and earnings of the Bank and, therefore, of the Parent
Company are affected by legislative changes and by the policies of various
regulatory agencies. In particular, the Bank is affected by the monetary and
fiscal policies of the Federal Reserve Board. The instruments of monetary policy
used by the Federal Reserve Board include its open market operations in U.S.
Government securities, changes in the discount rate on member bank borrowings,
and changes in reserve requirements on member bank deposits. The actions of the
Federal Reserve Board influence the growth of bank loans, investments and
deposits and also affect interest rates charged on loans or paid on deposits.

EMPLOYEES

         As of December 31, 1996, the Parent Company had three officers, all of
whom were also officers of the Bank. On that same date, the Bank had 121
full-time employees and 22 part-time employees. The Bank considers its
relationship with its employees to be excellent. The Bank provides employee
benefit programs, including a noncontributory defined benefit pension plan,
matching retirement/savings plan, group life, health and dental insurance, paid
vacations, sick leave, and health care and life insurance benefits for retired
employees.

ITEM 2.  DESCRIPTION OF PROPERTY

         The main offices of the Bank and the principal executive offices of the
Parent Company are located in an office building at 101 Sunset Avenue, Asheboro,
North Carolina. The premises contain approximately 36,500 square feet of office
space. The Bank also has other community offices in Asheboro, Archdale, Biscoe,
Ramseur, Randleman, Seagrove and Siler City, North Carolina. Except as noted
below, all premises are owned by the Bank in fee. The Randolph Mall office in
Asheboro is under a lease expiring December 31, 1999. The Bush Hill office in
Archdale is under a lease expiring January 31, 2002, with lease renewal options
for up to an additional 20-year term. The land on which the Seagrove Office is
situated is under a lease expiring June 30, 2016. At that time, the land is
subject to a purchase option at a fixed price or lease renewal options for up to
an additional 30-year term.

ITEM 3.  LEGAL PROCEEDINGS

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.



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                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Information with respect to FNB Corp. common stock, appearing under the
headings "Common Stock" and "Market Makers" of the section entitled "General
Information" and under the heading "Table 10 - Quarterly Financial Data" of the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the 1996 Annual Report to Shareholders, is
incorporated herein by reference.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The sections entitled "Five Year Financial History" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
1996 Annual Report to Shareholders are incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS

         The consolidated financial statements of FNB Corp. and subsidiary and
the opinion of KPMG Peat Marwick LLP, independent certified public accountants,
with respect thereto, are incorporated herein by reference, as identified below,
from the 1996 Annual Report to Shareholders.


         Independent Auditors' Report

         Consolidated Balance Sheets, December 31, 1996 and 1995

         Consolidated Statements of Income, years ended
         December 31, 1996, 1995 and 1994

         Consolidated Statements of Shareholders' Equity, years ended
         December 31, 1996, 1995 and 1994

         Consolidated Statements of Cash Flows, years ended
         December 31, 1996, 1995 and 1994

         Notes to Consolidated Financial Statements

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         Not Applicable.


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                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Information with respect to directors, appearing under the heading
"Election of Directors" in the Registrant's definitive proxy statement for the
Annual Meeting of Shareholders to be held on May 13, 1997, is incorporated
herein by reference. Information with respect to executive officers, appearing
under the heading "Executive Officers" in the Registrant's definitive proxy
statement for the Annual Meeting of Shareholders to be held on May 13, 1997, is
incorporated herein by reference. Information with respect to compliance with
Section 16(a) of the Exchange Act, appearing under the heading "Security
Ownership of Management" in the Registrant's definitive proxy statement for the
Annual Meeting of Shareholders to be held on May 13, 1997, is incorporated
herein by reference.

ITEM 10.  EXECUTIVE COMPENSATION

         Information with respect to executive compensation, appearing under the
heading "Executive Compensation" in the Registrant's definitive proxy statement
for the Annual Meeting of Shareholders to be held on May 13, 1997, is
incorporated herein by reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information with respect to security ownership of certain beneficial
owners and management, appearing under the headings "Voting Securities
Outstanding and Principal Shareholders" and "Security Ownership of Management"
in the Registrant's definitive proxy statement for the Annual Meeting of
Shareholders to be held on May 13, 1997, is incorporated herein by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information with respect to certain relationships and related
transactions, appearing under the heading "Indebtedness of Officers and
Directors" in the Registrant's definitive proxy statement for the Annual Meeting
of Shareholders to be held on May 13, 1997, is incorporated herein by reference.



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                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits to this report are listed in the index to exhibits
                  on pages 10 and 11 of this report.

         (b)      Reports on Form 8-K.

                  No reports on Form 8-K were filed during the last quarter of
                  the period covered by this report.






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                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                 FNB Corp.
                                                 (Registrant)


Date:    March 26, 1997                 By:      /s/ Michael C. Miller
                                                 ---------------------
                                                 Michael C. Miller
                                                 President and Chief Executive
                                                 Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities indicated on
March 26, 1997.

Signature                                              Title


/s/ Michael C. Miller                         President, Chief Executive
Michael C. Miller                             Officer and Director


/s/ Jerry A. Little                           Treasurer and Secretary
Jerry A. Little                               (Principal Financial and
Accounting Officer)

/s/ James M. Culberson, Jr.                   Chairman of the Board
James M. Culberson, Jr.


/s/ James M. Campbell, Jr.                    Director
James M. Campbell, Jr.


/s/ Wilbert L. Hancock                        Director
Wilbert L. Hancock


/s/ Thomas A. Jordan                          Director
Thomas A. Jordan


/s/ R. Reynolds Neely, Jr.                    Director
R. Reynolds Neely, Jr.



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Signature                                              Title


/s/ Richard K. Pugh                           Director
Richard K. Pugh


/s/ J. M. Ramsay III                          Director
J. M. Ramsay III


/s/ Charles W. Stout, M.D.                    Director
Charles W. Stout, M.D.


/s/ Earlene V. Ward                           Director
Earlene V. Ward













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                                    FNB CORP.

                                INDEX TO EXHIBITS


Exhibit No.                                          Description of Exhibit

    3.10                            Articles of Incorporation of the
                                    Registrant,incorporated herein by reference
                                    to Exhibit 3.1 to the Registrant's Form S-14
                                    Registration Statement (No. 2-96498) filed
                                    March 16, 1985.

    3.11                            Articles of Amendment to Articles of
                                    Incorporation of the Registrant, adopted May
                                    10, 1988, incorporated herein by reference
                                    to Exhibit 19.10 to the Registrant's Form
                                    10-Q Quarterly Report for the quarter ended
                                    June 30, 1988.

    3.20                            Amended and Restated Bylaws of the
                                    Registrant, adopted May 9, 1995,
                                    incorporated herein by reference to Exhibit
                                    3.20 to the Registrant's Form 10-QSB
                                    Quarterly Report for the quarter ended June
                                    30, 1995.

    4                               Specimen of Registrant's Common Stock
                                    Certificate, incorporated herein by
                                    reference to Exhibit 4 to Amendment No. 1 to
                                    the Registrant's Form S-14 Registration
                                    Statement (No. 2-96498) filed April 19,
                                    1985.

   10.10                            Form of Split Dollar Insurance Agreement
                                    dated as of November 1, 1987 between First
                                    National Bank and Trust Company and certain
                                    of its key employees and directors,
                                    incorporated herein by reference to Exhibit
                                    19.20 to the Registrant's Form 10-Q
                                    Quarterly Report for the Quarter ended June
                                    30, 1988.

    10.11                           Form of Amendment to Split Dollar Insurance
                                    Agreement dated as of November 1, 1994
                                    between First National Bank and Trust
                                    Company and certain of its key employees and
                                    directors, incorporated herein by reference
                                    to Exhibit 10.11 to the Registrant's Form
                                    10-KSB Annual Report for the fiscal year
                                    ended December 31, 1994.

    10.20                           Copy of Split Dollar Insurance Agreement
                                    dated as of May 28, 1989 between First
                                    National Bank and Trust Company and James M.
                                    Culberson, Jr., incorporated herein by
                                    reference to Exhibit 10.30 to the
                                    Registrant's Form 10-K Annual Report for the
                                    fiscal year ended December 31, 1989.

    10.30                           Copy of Stock Compensation Plan adopted May
                                    11, 1993, incorporated herein by reference
                                    to Exhibit 10.40 to the Registrant's Form
                                    10-QSB Quarterly Report for the quarter
                                    ended June 30, 1993.




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Exhibit No.                                          Description of Exhibit


   10.31                            Form of Incentive Stock Option Agreement
                                    between FNB Corp. and certain of its key
                                    employees, pursuant to the Registrant's
                                    Stock Compensation Plan, incorporated herein
                                    by reference to Exhibit 10.31 to the
                                    Registrant's Form 10-KSB Annual Report for
                                    the fiscal year ended December 31, 1994.

   10.32                            Form of Nonqualified Stock Option Agreement
                                    between FNB Corp. and certain of its
                                    directors, pursuant to the Registrant's
                                    Stock Compensation Plan, incorporated herein
                                    by reference to Exhibit 10.32 to the
                                    Registrant's Form 10-KSB Annual Report for
                                    the fiscal year ended December 31, 1994.

   10.40                            Copy of FNB Corp. Savings Institutions
                                    Management Stock Compensation Plan adopted
                                    May 10, 1994, incorporated herein by
                                    reference to Exhibit 10.40 to the
                                    Registrant's Form 10-QSB Quarterly Report
                                    for the quarter ended June 30, 1994.

   10.50                            Copy of Employment Agreement dated as of
                                    December 27, 1995 between First National
                                    Bank and Trust Company and Michael C.
                                    Miller.

   13                               Portions of the Registrant's 1996 Annual
                                    Report to Shareholders, which are
                                    incorporated into this report at the items
                                    so designated.

   21                               Subsidiaries of the Registrant.

   23                               Consent of Independent Auditors.

   27                               Financial Data Schedule.



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