UNITED
STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

x
      QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended June 30, 2004
ORo
      TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


For the Transition Period from __________ to __________

Commission
file number 2-94292

FNB Banking Company(Exact name of registrant as specified in its charter)




Georgia

58-1479370(State of Incorporation)

(I.R.S. Employer Identification No.)




318 South Hill StreetGriffin, Georgia  30224(Address of principal executive offices)




770-227-2251(Issuer’s Telephone Number, Including Area Code)


State the number of shares outstanding of each of theissuer’s
classes of common equity, as of the latest practicable
date:

Common stock, par value $1 per share: 714,676 sharesoutstanding as of July 23, 2004

---

FNB BANKING COMPANY AND SUBSIDIARY

INDEX

Page No.PART I
     
     
     FINANCIAL INFORMATIONItem 1.
     
     
     Consolidated Financial StatementsConsolidated Balance Sheet (Unaudited) at June 30, 2004
     
     
     
     3Consolidated Statements of Earnings (Unaudited) for the Three
         Months and the Six Months Ended June 30, 2004 and 2003
     
     
     
     4Consolidated Statements of Comprehensive Income (Unaudited)
        for the Three Months and the Six Months Ended June 30, 2004 and 2003
     
     
     
     5Consolidated Statements of Cash Flows (Unaudited) for the Six
        Months Ended June 30, 2004 and 2003
     
     
     
     6Notes to Consolidated Financial Statements (Unaudited)
     7Item 2.
     Managements Discussion and Analysis or Plan of Operation
     8Item 3.
     Controls and Procedures
     10PART II.
     OTHER INFORMATIONItem 1.
     Legal Proceedings
     11Item 2.
     Changes in Securities and Use of Proceeds
     11Item 3.
     Defaults Upon Senior Securities
     11Item 4.
     Submission of Matters to a Vote of Security Holders
     11Item 5.
     Other Information
     11Item 6.
     Exhibits and Reports on Form 8-K
     11SIGNATURES
     
     12


-2-

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PART I.
FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements

FNB BANKING COMPANY AND SUBSIDIARY

Consolidated Balance Sheet

June 30, 2004(Unaudited)

Assets

|Cash and due from banks                                       |  |  | $ | 15,821,493  |  
|------------------------------------------------------------- |  |  | - | ----------- | -
|Federal funds sold                                            |  |  |   | 10,935,782  |  
|                                                              |  | 
|Cash and cash equivalents                                     |  |  |   | 26,757,275  |  
|Investment securities available for sale                      |  |  |   | 40,231,794  |  
|Other investments                                             |  |  |   | 1,091,850   |  
|Mortgage loans held for sale                                  |  |  |   | 495,800     |  
|Loans                                                         |  |  |   | 232,265,133 |  
|Less: Unearned income                                         |  |  |   | (271,764    | )
|Allowance for loan losses                                     |  |  |   | (3,567,006  | )
|                                                              |  | 
|Loans, net                                                    |  |  |   | 228,426,363 |  
|Premises and equipment, net                                   |  |  |   | 7,686,486   |  
|Goodwill                                                      |  |  |   | 4,401,920   |  
|Other assets                                                  |  |  |   | 2,712,709   |  
|                                                              |  | 
|                                                              |  |  | $ | 311,804,197 |  
|                                                              |  | 
|Liabilities and Stockholders Equity                         
|Liabilities:                                                  |  |  |   |             |  
|Deposits:                                                     |  | 
|Noninterest-bearing                                           |  |  | $ | 42,363,402  |  
|Interest-bearing                                              |  |  |   | 209,951,533 |  
|                                                              |  | 
|Total deposits                                                |  |  |   | 252,314,935 |  
|Securities sold under retail repurchase agreements            |  |  |   | 14,385,210  |  
|FHLB advances                                                 |  |  |   | 6,562,500   |  
|Notes payable                                                 |  |  |   | 6,317,200   |  
|Other liabilities                                             |  |  |   | 1,886,416   |  
|                                                              |  | 
|Total liabilities                                             |  |  |   | 281,466,261 |  
|                                                              |  | 
|Stockholders' equity:  Common stock, $1 par value; authorized |  |  |   |             |  
|5,000,000 shares; 714,676 shares issued and outstanding       |  |  |   | 714,676     |  
|Retained earnings                                             |  |  |   | 29,104,483  |  
|Accumulated other comprehensive income                        |  |  |   | 518,777     |  
|                                                              |  | 
|Total stockholders equity                                    |  |  |   | 30,337,936  |  
|                                                              |  | 
|                                                              |  |  | $ | 311,804,197 |  
|                                                              |  | 

See
accompanying notes to unaudited consolidated financial statements.

-3-

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FNB BANKING COMPANY AND SUBSIDIARY

Consolidated Statements of Earnings

For the Three
Months and the Six Months Ended June 30, 2004 and 2003(Unaudited)

|                                                                                                                         | Three MonthsEnded |  | Six MonthsEnded |          
|------------------------------------------------------------------------------------------------------------------------ | ----------------- |  | --------------- | ---------
|
|Interest income:                                                                                                         |                   |  |                 |          
|Loans                                                                                                                    |                   |  | $               | 3,967,391
|Investment securities:                                                                                                   |                   |  |                 |          
|Tax exempt                                                                                                               |                   |  |                 | 156,441  
|Taxable                                                                                                                  |                   |  |                 | 311,600  
|Federal funds sold                                                                                                       |                   |  |                 | 16,294   
|                                                                                                                         |                   |  |                 |          
|Total interest income                                                                                                    |                   |  |                 | 4,451,726
|                                                                                                                         |                   |  |                 |          
|Interest expense:                                                                                                        |                   | 
|Deposits and retail purchase agreements                                                                                  |                   |  |                 | 892,943  
|Notes payable                                                                                                            |                   |  |                 | 81,379   
|Federal funds purchased and FHLB advances                                                                                |                   |  |                 | 51,548   
|                                                                                                                         |                   |  |                 |          
|Total interest expense                                                                                                   |                   |  |                 | 1,025,870
|                                                                                                                         |                   |  |                 |          
|Net interest income                                                                                                      |                   |  |                 | 3,425,856
|Provision for loan losses                                                                                                |                   |  |                 | 77,775   
|                                                                                                                         |                   |  |                 |          
|Net interest income after provision for loan losses                                                                      |                   |  |                 | 3,348,081
|                                                                                                                         |                   |  |                 |          
|Other operating income:                                                                                                  |                   | 
|Service charges on deposit accounts                                                                                      |                   |  |                 | 514,251  
|Fees for trust services                                                                                                  |                   |  |                 | 30,000   
|Securities gains                                                                                                         |                   |  |                 | 38,451   
|Gain on mortgage loan sales                                                                                              |                   |  |                 | 63,990   
|Other operating income                                                                                                   |                   |  |                 | 171,729  
|                                                                                                                         |                   |  |                 |          
|Total other operating income                                                                                             |                   |  |                 | 818,421  
|                                                                                                                         |                   |  |                 |          
|Other operating expense:                                                                                                 |                   |  |                 |          
|Salaries and other personnel expense                                                                                     |                   |  |                 | 1,627,026
|Net occupancy and equipment expense                                                                                      |                   |  |                 | 529,745  
|Other operating expense                                                                                                  |                   |  |                 | 741,957  
|                                                                                                                         |                   |  |                 |          
|Total other operating expense                                                                                            |                   |  |                 | 2,898,728
|                                                                                                                         |                   |  |                 |          
|Earnings before income taxes                                                                                             |                   |  |                 | 1,267,774
|Income taxes                                                                                                             |                   |  |                 | 392,961  
|                                                                                                                         |                   |  |                 |          
|Net earnings                                                                                                             |                   |  | $               | 874,813  
|                                                                                                                         |                   |  |                 |          
|Earnings  per common share based on average outstanding   shares of 714,704, 730,772, 714,781 and 730,742, respectively: |                   |  |                 |          
|Net earnings per share                                                                                                   |                   |  | $               | 1.22     
|                                                                                                                         |                   |  |                 |          
|Dividends declared per common share                                                                                      |                   |  | $               | .80      
|                                                                                                                         |                   |  |                 |          

See
accompanying notes to unaudited consolidated financial statements.

-4-

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FNB BANKING COMPANY AND SUBSIDIARY

Consolidated
Statements of Comprehensive Income

For the Three Months and the Six Months Ended June 30, 2004 and 2003
(Unaudited)

|                                                                                                                                    | Three MonthsEnded |  | Six MonthsEnded |           
|----------------------------------------------------------------------------------------------------------------------------------- | ----------------- |  | --------------- | ----------
|
|Net earnings                                                                                                                        |                   |  | $               | 874,813   
|Other comprehensive income (loss), net of tax:                                                                                      |                   | 
|Unrealized holding gains (losses) on investment     securities available for sale arising during the  period                        |                   |  |                 | (1,618,528
|Unrealized holding gains (losses) on derivative financial                                                                           |                   | 
|instruments classified as cash flow hedges, arising during the period                                                               |                   |  |                 | 229,025   
|Reclassification adjustment for (gains) losses on investment     securities available for sale                                      |                   |  |                 | (38,451   
|                                                                                                                                    |                   |  |                 |           
|Total other comprehensive income (loss), before tax                                                                                 |                   |  |                 | (1,427,954
|                                                                                                                                    |                   |  |                 |           
|Income taxes related to other comprehensive income:                                                                                 |                   |  |                 |           
|Unrealized holding gains (losses) on investment securities available     for sale arising during the period                         |                   |  |                 | 615,041   
|Unrealized holding gains (losses) on derivative financial instruments     classified as cash flow hedges, arising during the period |                   |  |                 | (87,030   
|Reclassification adjustment for
     (gains) losses on investment                                                                   |                   | 
|securities available for sale                                                                                                       |                   |  |                 | 14,611    
|                                                                                                                                    |                   |  |                 |           
|Total income taxes related to other comprehensive income (loss)                                                                     |                   |  |                 | 542,622   
|                                                                                                                                    |                   |  |                 |           
|Total other comprehensive income, net of tax                                                                                        |                   |  |                 | (885,332  
|                                                                                                                                    |                   |  |                 |           
|Total comprehensive income                                                                                                          |                   |  | $               | (10,519   
|                                                                                                                                    |                   |  |                 |           

See
accompanying notes to unaudited consolidated financial statements.

-5-

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FNB BANKING COMPANY AND SUBSIDIARY

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2004 and 2003(Unaudited)

|                                                                                         | Six Months EndedJune 30, | 
|---------------------------------------------------------------------------------------- | ------------------------ | 
|
|Cash  flows from operating activities:                                                   |                          | 
|Net earnings                                                                             |                          | 
|Adjustments to reconcile net earnings to net cash provided by operating activities:      |                          | 
|Provision for loan losses                                                                |                          | 
|Gain on sale of investment securities                                                    |                          | 
|Depreciation, amortization and accretion                                                 |                          | 
|Change  in assets and liabilities:                                                       |                          | 
|Other, net                                                                               |                          | 
|Mortgage loans held for sale                                                             |                          | 
|                                                                                         |                          | 
|Net  cash provided by operating activities                                               |                          | 
|                                                                                         |                          | 
|Cash flows from  investing activities:                                                   |                          | 
|Payment for purchase of subsidiary                                                       |                          | 
|Proceeds from sale of other investments                                                  |                          | 
|Change in interest bearing deposits with other banks                                     |                          | 
|Proceeds from sales of investment securities                                             |                          | 
|Proceeds from maturities, calls and paydowns of investment securities available for sale |                          | 
|Purchases of investment securities available for sale                                    |                          | 
|Net change in loans                                                                      |                          | 
|Purchases of premises and equipment                                                      |                          | 
|                                                                                         |                          | 
|Net  cash (used) provided by investing activities                                        |                          | 
|                                                                                         |                          | 
|Cash flows from financing activities:                                                    |                          | 
|Net change in federal funds purchased                                                    |                          | 
|Net change in deposits                                                                   |                          | 
|Net change in securities sold under retail repurchase agreements                         |                          | 
|Repayments of note payable, net of advances of $3,874 in 2003                            |                          | 
|Repayments of FHLB advances                                                              |                          | 
|Proceeds from FHLB advances                                                              |                          | 
|Purchase and retirement of common stock                                                  |                          | 
|Proceeds from stock option exercise                                                      |                          | 
|Dividends paid                                                                           |                          | 
|                                                                                         |                          | 
|Net cash provided  by financing activities                                               |                          | 
|                                                                                         |                          | 
|Net change in cash and cash equivalents                                                  |                          | 
|Cash and cash equivalents at beginning of period                                         |                          | 
|                                                                                         |                          | 
|Cash and cash equivalents at end of period                                               |                          | 
|                                                                                         |                          | 
|Supplemental cash flow information:                                                      |                          | 
|Cash paid for income taxes                                                               |                          | 
|Cash paid for interest                                                                   |                          | 
|Noncash investing and financing activities:                                              |                          | 
|Change in components of comprehensive income                                             |                          | 

See
accompanying notes to unaudited consolidated financial statements.

-6-

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FNB BANKING COMPANY AND SUBSIDIARY

Notes to Consolidated Financial Statements(Unaudited)

| | (1) | Basis of Presentation The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-QSB. Accordingly, they
do not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring adjustments) considered necessary for
a fair presentation have been included. Operating results for the three-month
     and six-month periods ended June 30, 2004 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2004. For further information, refer to
the consolidated financial statements and footnotes included in FNB Banking Company's
annual report on Form 10-KSB for the year ended December 31, 2003.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Reclassifications
of  certain  amounts in the 2003  consolidated  financial  statements  have been made to
conform  with the  financial  statement  presentation for 2004.  The  reclassifications
have no effect on net earnings or shareholders' equity as previously  reported.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-7-

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Item 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

For the Six Months in the Periods Ended
June 30, 2004 and 2003

Forward-Looking Statements

This
discussion may contain forward-looking statements under the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties. Although the
Company believes the assumptions underlying the forward-looking statements
contained in the discussion are reasonable, any of the assumptions could be
inaccurate, and therefore, no assurance can be made that any of the
forward-looking statements included in this discussion will be accurate. Factors
that could cause actual results to differ from results discussed in
forward-looking statements include, but are not limited to: economic conditions
(both generally and in the markets where the Company operates); competition from
other providers of financial services offered by the Company; government
regulation and legislation; changes in interest rates; and material unforeseen
changes in the financial stability and liquidity of the Companys credit
customers; all of which are difficult to predict and which may be beyond the
control of the Company. The Company undertakes no obligation to revise
forward-looking statements to reflect events or changes after the date of this
discussion or to reflect the occurrence of unanticipated events.

Financial
Condition

Total
assets at June 30, 2004, were $311.8 million representing a $9.8 million (3.2%)
increase from December 31, 2003. Deposits, including retail repurchase
agreements, increased $16 million (6.4%) from December 31, 2003. Gross loans
decreased approximately $291,000 (0.1%). The allowance for loan losses at June
30, 2004, totaled $3.6 million, representing 1.54% of total loans compared to
the December 31, 2003, total of $3.5 million representing 1.50% of total loans.
Cash and cash equivalents increased $9.9 million from December 31, 2003.

The following summarizes non-performing assets:

|                                        | June 30,2004 |  | March 31,2004 |           | December 31,2003 | 
|--------------------------------------- | ------------ |  | ------------- | --------- | ---------------- | 
|
|Accruing loans 90 days or more past due |              |  | $             | 29,000    |                  | 
|Non-accrual loans                       |              |  |               | 2,530,519 |                  | 
|                                        |              |  |               |           |                  | 
|                                        |              |  | $             | 2,559,519 |                  | 
|                                        |              |  |               |           |                  | 

Non-accrual
loans increased $23,395 (1.0%) from March 31, 2004 to June 30, 2004. The
increase is the net result of several transactions outlined as follows:

|                                                                  | 
|----------------------------------------------------------------- | 
|
|Balance at March 31, 2004                                         | 
|Loans reclassified as non-accrual                                 | 
|Loans with improved performance and placed back on accrual status | 
|Payments on non-accrual loans                                     | 
|Non-accrual loans that were charged off                           | 
|                                                                  | 
|                                                                  | 
|                                                                  | 

A
total of $737,436 of valuation allocation was maintained in the allowance for
loan losses at June 30, 2004, for non-performing loans.

-8-

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MANAGEMENTS
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, continued

For the Six
Months in the Periods EndedJune 30, 2004  and 2003

The
Companys subsidiary bank was most recently examined by its primary
regulatory authority in September 2003. There were no recommendations by the
regulatory authority that, in managements opinion would have a material
effect on the Companys liquidity, capital resources or operations.

Results of
Operations

For
the six months ended June 30, 2004, the Company reported net earnings of $1.7
million or $2.41 per share, compared to $1.9 million, or $2.63 per share, for
the same period in 2003. Net earnings for the three months ended June 30, 2004,
decreased $89,000 or 9.2%, compared to the same period in 2003.

Net
interest income decreased approximately $677,000 (9%) in the first six months of
2004 compared to the same period for 2003. Interest income for the first six
months of 2004 was $8.9 million, representing a decrease of approximately
$675,000 (7.1%) over the same period in 2003. Interest expense for the first six
months of 2004 increased approximately $2,000 (0.1%) compared to the same period
in 2003. The primary reason for the decrease in net interest income for the
six-month period ended June 30, 2004, versus the same period of 2003 is
primarily attributable to the decline in interest income due to continual
downward repricing of loans ($382,000). Secondarily, it is due to the reduced
loan fees ($331,000), principally reduced mortgage loan fees ($380,000). At June
30, 2004, the net interest margin (for the six month period) was 4.89% versus
5.41% at June 30, 2003. Since December 31, 2003, the net interest margin (for
the month) has increased 6 basis points as an increase in loan fees offset a
further decline in loan rates.

The
provision for loan losses for the six months of 2004 decreased approximately
$98,000 compared to the same period for 2003. The decrease in the provision for
loan losses was attributable to a decrease in the level of expected charge-offs.
Net loan charge-offs for the six months ended June 30, 2004, were $138,000,
compared to $211,000, for the same period in 2003. It is managements
belief that the allowance for loan losses is adequate to absorb probable losses
in the portfolio, but there is no assurance that this will be the case.

Total
other operating income decreased for the six months ended June 30, 2004, by
approximately $31,000 or 2.0%, compared to the same period in 2003, primarily
due to a decrease in gains on mortgage loan sales of approximately $160,000.
This was offset by an increase in debit card income of approximately $73,000,
and by an increase in securities gains of approximately $45,000.

Total
other operating expense for the six months of 2004 decreased approximately
$206,000 (3.5%) compared to the first six months in 2003. Salaries and personnel
expense decreased by approximately $148,000 due to some reduction in personnel.
Occupancy expense increased by approximately $55,000 due to small increases in
depreciation ($21,000) and equipment/software maintenance ($28,000). General
operating expenses decreased by approximately $112,000 primarily due to a
reduction in data processing expense ($77,000) and postage expense ($25,000).

Income
tax expense expressed as a percentage of pretax earnings declined from 34% to
31%, as tax exempt income expressed as a percentage of pre-tax earnings
increased in 2004.

-9-

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MANAGEMENTS
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, continued

For the Six
Months in the Periods EndedJune 30, 2004  and 2003

Capital

The
following tables present the Companys and the Banks regulatory capital position
at June 30, 2004:

|Risk-Based Capital Ratios                                   |  |  |  | Consolidated |   |  | Bank only |  
|----------------------------------------------------------- |  |  |  | ------------ | - |  | --------- | -
|                                                           
|Tier 1  Capital, Actual                                     |  |  |  | 9.84         | % |  | 12.16     | %
|Tier 1  Capital minimum requirement                         |  |  |  | 4.00         | % |  | 4.00      | %
|                                                            |  |  |  |             
|Excess                                                      |  |  |  | 5.84         | % |  | 8.16      | %
|                                                            |  |  |  |             
|Total Capital, Actual                                       |  |  |  | 11.09        | % |  | 13.41     | %
|Total Capital minimum requirement                           |  |  |  | 8.00         | % |  | 8.00      | %
|                                                            |  |  |  |             
|Excess                                                      |  |  |  | 3.09         | % |  | 5.41      | %
|                                                            |  |  |  |             
|Leverage Ratio                                              |  | 
|Tier 1  Capital to adjusted total assets (Leverage Ratio) |  |  |  | 8.40         | % |  | 10.35     | %
|Minimum leverage requirement                                |  |  |  | 3.00         | % |  | 3.00      | %
|                                                            |  |  |  |             
|Excess                                                      |  |  |  | 5.40         | % |  | 7.35      | %
|                                                            |  |  |  |             

Item 3.

Controls and
Procedures

Our
management, including our principal executive officer and principal financial
officer,
supervised and participated in an evaluation of our disclosure controls and
procedures (as defined in federal securities rules) and pursuant to such evaluation concluded that
our disclosure controls and procedures are effective as of June 30, 2004. 
Disclosure controls and procedures are those controls and procedures which
ensure that information required to be disclosed this filing is accumulated and
communicated to management and is recorded, processed, summarized and reported
in a timely manner and in accordance with Securities and Exchange Commission
rules and regulations.

There
were no significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.

-10-

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PART II.   OTHER INFORMATION

FNB BANKING COMPANY AND SUBSIDIARY

|Item 1. | Legal Proceedings
|------- | -----------------

| | None
| | ----

|Item 2. | Changes in Securities and Use of Proceeds
|------- | -----------------------------------------

| | None
| | ----

|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

| | None
| | ----

|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

| | (a)  FNB Banking Company's annual meeting of stockholders was held on April 15, 2004.
| | -------------------------------------------------------------------------------------

| | (b)  The following is a summary of matters submitted to a vote of security holders:
| | -----------------------------------------------------------------------------------

| | 1.   The election * of the following directors to serve the current year term:
| | ------------------------------------------------------------------------------

| | C.A. Knowles John T. Newton, Jr. David G. Newton J. Henry Cheatham, III J. Gilliam Cheatham J. Charles Copeland
| | ---------------------------------------------------------------------------------------------------------------

| | A
tabulation of votes concerning the above issues is as follows:
| | ----------------------------------------------------------------

|                                | DirectorElection
|------------------------------- | ----------------
|
|Shares voted by proxy in favor  |                 
|Shares voted in person in favor |                 
|Shares voted in person against  |                 
|Shares withheld from voting     |                 
|                                |                 
|Total shares represented        |                 
|                                |                 
|Total shares outstanding        |                 
|                                |                 

| | *
 Directors were elected by slate, not individually. Vote tabulation is therefore
by slate.
| | ---------------------------------------------------------------------------------------------

|Item 5. | Other Information
|------- | -----------------

| | None
| | ----

|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------

| | a)  
Exhibits - The following exhibits are filed with this report.       31.1  Certification of
Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002        31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002        32    Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley               Act of 2002
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b)  Reports on Form 8-K - none
| | ------------------------------

-11-

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FNB BANKING COMPANY AND SUBSIDIARY

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 BANKING COMPANY                
| |  |  | -----------------------------------
|
|
| |  |  | By:   
     /s/ J. Charles Copeland
| |  |  | J. Charles Copeland, President     
| |  |  | (Principal Executive Officer)      
|
| |  |  | Date: 
     August 10, 2004        
|
|
| |  |  | By:   /s/ Mark Flowers             
| |  |  | Mark Flowers, Assistant Treasurer  
| |  |  | (Principal Accounting Officer)     
|
| |  |  | Date: 
     August 10, 2004        

-12-