---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-K/A

(AMENDMENT NO. 1)



---



Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934



For
the fiscal year ended December 31, 2004



Commission File
Number 0-13823



---



FNB CORP.

(Exact name of Registrant
as specified in its charter)



---



|                         |  |                                     
|------------------------ |  | ------------------------------------
|North Carolina           |  | 56-1456589                          
|(State of incorporation) |  | (I.R.S. Employer Identification No.)



101 Sunset Avenue,
Asheboro, North Carolina 27203

(Address of principal executive offices)



(336) 626-8300

(Registrants telephone number, including area code)



---



Securities pursuant to 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-K 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-K or any amendment to
this Form 10-K. ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No ̈



The aggregate market value of common stock held by nonaffiliates of the Registrant, assuming, without admission, that all directors and
officers of the Registrant may be deemed affiliates, was $99,239,000 as of June 30, 2004, the last business day of the Registrants most recently completed second fiscal quarter.



As of March 1, 2005, the Registrant had 5,609,252 shares of $2.50 par value common stock outstanding.



---



---

EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A to the FNB Corp. (the Corporation) Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 (the Original Filing), which was filed with the Securities and Exchange Commission on March 16, 2005, is being filed to:



| |  |  | Amend Item 9A to include Managements Report on Internal Control Over Financial Reporting and the related Report of Independent Registered Public Accounting Firm, and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Include the consent of the independent registered public accounting firm as a result of amending Item 9A.
| | - |  | ---------------------------------------------------------------------------------------------------------



In addition, certain certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed as exhibits to the
Original Filing, have been re-executed and re-filed in this Form 10-K/A.



This Amendment No. 1 on Form 10-K/A is filed pursuant to Securities and Exchange Commission Release No. 34-50754, which provides up to 45 additional days beyond the due date of the Original Filing for the filing of
the internal control reports. It does not reflect events occurring after the Original Filing on March 16, 2005, nor does it modify or update the disclosures made in the Original Filing, except with regard to the specific modifications described in
this Explanatory Note.



---

ITEM 9A. CONTROLS AND PROCEDURES



As of December 31, 2004, the end of the period covered by this report, FNB Corp. carried out an evaluation under the
supervision and with the participation of the companys management, including FNB Corp.s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of FNB Corp.s disclosure controls and
procedures. In designing and evaluating the companys disclosure controls and procedures, FNB Corp. and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and FNB Corp.s management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon the evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the companys disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by FNB Corp. in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. No significant change in the companys internal control over financial reporting occurred
during the period ended December 31, 2004 that has materially affected, or is reasonably likely to materially affect, FNB Corp.s internal control over financial reporting. FNB Corp. reviews its disclosure controls and procedures, which may
include its internal controls over financial reporting, on an ongoing basis and may from time to time make changes aimed at enhancing their effectiveness. The internal controls at Dover Mortgage Company, which FNB Corp. acquired on April 1, 2003 and
was not previously a public reporting company, continue to be an area of particular focus and FNB Corp. engaged a third-party consultant to review those controls with the aim of identifying any necessary or appropriate changes. Dover is in the
process of implementing changes.



The annual report of
management on the effectiveness of internal control over financial and the attestation report thereon issued by the Corporations independent registered public accounting firm are set forth below under Managements Report on Internal
Control Over Financial Reporting and Report of Independent Registered Public Accounting Firm.



---

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



Management of FNB Corp. and subsidiaries (the Corporation) is
responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.



Under the supervision and with the participation of management, including the
principal executive officer and principal financial officer, the Corporation conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal ControlIntegrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal ControlIntegrated Framework, management of the Corporation has concluded the Corporation maintained
effective internal control over financial reporting as of December 31, 2004.



Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that
involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of
such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.



Management is also responsible for compliance with laws and regulations relating to safety and soundness which are designated by the FDIC and the
appropriate federal banking agency. Management assessed its compliance with these designated laws and regulations relating to safety and soundness and believes that the Corporation complied, in all significant respects, with such laws and during the
year ended December 31, 2004.



Dixon Hughes PLLC, an
independent, registered public accounting firm, has audited the Corporations consolidated financial statements as of and for the year ended December 31, 2004, and has issued an attestation report on the Corporations assessment of the
effectiveness of the Corporations internal control over financial reporting as of December 31, 2004, which is included herein.



FNB Corp.

April 19, 2005



|                        |  |                        
|----------------------- |  | -----------------------
|/s/ Michael C. Miller   |  | /s/ Jerry A. Little    
|Michael C. Miller       |  | Jerry A. Little        
|Chief Executive Officer |  | Chief Financial Officer



---

LOGO



REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholders

FNB Corp.

Asheboro, North Carolina



We have audited managements assessment, included in the accompanying
Managements Report on Internal Control Over Financial Reporting, that FNB Corp. (the Corporation) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established inInternal
ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Corporations management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Corporations internal control over financial
reporting based on our audit.



We conducted our audit in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of
internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.



A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because managements assessment and our audit were conducted to also meet the
reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), managements assessment and our audit of the Corporations internal control over financial reporting included controls over the
preparation of financial statements in accordance with the instructions to the Consolidated Financial Statements for Bank Holding Companies (form FR Y-9C). A companys internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



---

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.



In our opinion, managements assessment that
FNB Corp. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal ControlIntegrated Frameworkissued by the Committee
of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in
Internal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.



We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of
the Corporation as of December 31, 2004 and the related consolidated statements of income, changes in shareholders equity and cash flows for the year then ended December 31, 2004, and our report dated February 25, 2005, expressed an
unqualified opinion on those consolidated financial statements.



We do not express an opinion or any other form of assurance on managements statement referring to compliance with designated laws and regulations related to safety and soundness.



LOGO



Sanford, North Carolina

April 19, 2005



---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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.   
|                     |  | (Registrant)
|                     |  |             
|Date: April 29, 2005 |  | By:          |  | /s/ Michael C. Miller        
|                     |  |              |  | Michael C. Miller            
|                     |  |              |  | Chairman and President       
|                     |  |              |  | (Principal Executive Officer)



---

INDEX TO EXHIBITS



|            |  |                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                             
|23          |  | Consent of Independent Registered Public Accounting Firm  Dixon Hughes PLLC                       
|            | 
|31.10       |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            | 
|31.11       |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.