UNITED STATES
                     SECURITIES 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 1934

                For the Quarterly Period Ended June 30, 1999
                                     OR

           [ ]  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 Street
          Griffin, Georgia                                30224
          ----------------                                -----
      (Address of principal executive offices)          (Zip Code)


                                 770-227-2251
                                 ------------
                              (Telephone Number)


   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  XX    NO
                                   -----     ----

            Common stock, par value $1 per share:  789,275 shares
                     outstanding as of  July 22, 1999.


<PAGE>
<PAGE>
                        FNB BANKING COMPANY AND SUBSIDIARY

                                       INDEX
<TABLE>
<CAPTION>
                                                                                                      Page No.
                                                                                                      --------
<S>  <C>          <S>                                                                                       <C>
PART I            FINANCIAL INFORMATION

     Item 1.      Financial Statements

                  Consolidated Balance Sheet (Unaudited) at June 30, 1999                                   3

                  Consolidated Statements of Earnings (Unaudited) for the Three
                    Months and the Six Months Ended June 30, 1999 and 1998                                  4

                  Consolidated Statements of Comprehensive Income (Unaudited)
                    for the Three Months and the Six Months Ended June 30, 1999 and 1998                    5

                  Consolidated Statements of Cash Flows (Unaudited) for the Six
                    Months Ended June 30, 1999 and 1998                                                     6

                  Notes to Consolidated Financial Statements (Unaudited)                                    7

     Item 2.      Management's Discussion and Analysis of Financial Condition and
                    Results of Operations                                                                   8-11

PART II.          OTHER INFORMATION

     Item 1.      Legal Proceedings                                                                         12

     Item 2.      Changes in Securities                                                                     12

     Item 3.      Defaults Upon Senior Securities                                                           12

     Item 4.      Submission of Matters to a Vote of Security Holders                                       12

     Item 5.      Other Information                                                                         12

     Item 6.      Exhibits and Reports on Form 8-K                                                          12
</TABLE>


                                      -2-

<PAGE>
<PAGE>
                                    PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                  FNB BANKING COMPANY AND SUBSIDIARY
                                     Consolidated Balance Sheet

                                             June 30, 1999
                                              (Unaudited)
<TABLE>
<CAPTION>
                                                Assets
                                                ------
<S>                                                                                           <C>
Cash and due from banks                                                                       $     10,021,481
Federal funds sold                                                                                   3,305,653
Interest-bearing deposits with other banks                                                             500,000
Investment securities available for sale                                                            32,221,441
Other investments                                                                                      721,600
Mortgage loans held for sale                                                                         1,357,770

Loans                                                                                              151,642,886
Less:  Unearned income                                                                                (352,095)
       Allowance for loan losses                                                                    (2,322,642)
                                                                                                 -------------

                Loans, net                                                                         148,968,149

Premises and equipment, net                                                                          8,254,228
Other assets                                                                                         1,625,922
                                                                                                 -------------

                                                                                              $    206,976,244
                                                                                                 =============
                                 Liabilities and Stockholders' Equity
                                 ------------------------------------
Liabilities:
    Deposits:
       Noninterest-bearing                                                                    $     28,900,781
       Interest-bearing                                                                            151,898,830
                                                                                                 -------------

                Total deposits                                                                     180,799,611

    FHLB advances                                                                                    1,473,214
    Notes payable                                                                                      361,113
    Other liabilities                                                                                1,167,928
                                                                                                 -------------

                Total liabilities                                                                  183,801,866
                                                                                                 -------------
Stockholders' equity:
    Common stock, $1 par value; authorized
       5,000,000 shares; issued and outstanding
       796,099 shares                                                                                  796,099
    Retained earnings                                                                               21,670,272
    Accumulated other comprehensive income                                                             708,007
                                                                                                 -------------

                Total stockholders' equity                                                          23,174,378
                                                                                                 -------------

                                                                                              $    206,976,244
                                                                                                 =============
See accompanying notes to consolidated financial statements.
</TABLE>

                                    - 3 -

<PAGE>
<PAGE>

                           FNB BANKING COMPANY AND SUBSIDIARY

                           Consolidated Statements of Earnings
           For the Three Months and the Six Months Ended June 30, 1999 and 1998
                                      (Unaudited)

<TABLE>
<CAPTION>
                                                                  Three Months                  Six Months
                                                                      Ended                       Ended
                                                                1999         1998            1999        1998
                                                                ----         ----            ----        -----
<S>                                                         <C>             <C>            <C>          <C>
Interest income:
    Loans                                                   $ 3,930,731     3,850,286      7,713,242    7,654,111
    Investment securities:
       Tax exempt                                               105,749        88,793        196,726      177,372
       Taxable                                                  368,323       328,170        719,560      595,877
    Federal funds sold                                           97,009       119,144        235,679      252,335
                                                             ----------    ----------     ----------   ----------

         Total interest income                                4,501,812     4,386,393      8,865,207    8,679,695
                                                             ----------    ----------     ----------   ----------
Interest expense:
    Deposits                                                  1,574,791     1,570,288      3,163,151    3,088,977
    Federal funds purchased and FHLB advances                    28,982        23,172         64,149       46,843
    Notes payable                                                 6,490        10,168         13,526       20,870
                                                             ----------    ----------     ----------   ----------

         Total interest expense                               1,610,263     1,603,628      3,240,826    3,156,690
                                                             ----------    ----------     ----------   ----------

         Net interest income                                  2,891,549     2,782,765      5,624,381    5,523,005

Provision for loan losses                                       675,268       129,625      1,094,868      273,575
                                                             ----------    ----------     ----------   ----------

Net interest income after provision for loan losses           2,216,281     2,653,140      4,529,513    5,249,430
                                                             ----------    ----------     ----------   ----------
Other operating income:
    Service charges on deposit accounts                         360,118       365,542        723,117      710,637
    Fees for trust services                                      30,000        30,000         60,000       60,000
    Securities gains, net                                             -             -              -        2,453
    Other operating income                                      119,577       167,017        356,923      308,766
                                                             ----------    ----------     ----------   ----------

         Total other operating income                           509,695       562,559      1,140,040    1,081,856
                                                             ----------    ----------     ----------   ----------
Other operating expense:
    Salaries and other personnel expense                      1,264,236     1,207,194      2,539,435    2,380,875
    Net occupancy and equipment expense                         391,056       346,940        783,586      710,064
    Other operating expense                                     579,383       629,903      1,164,483    1,173,333
                                                             ----------    ----------     ----------   ----------

         Total other operating expense                        2,234,675     2,184,037      4,487,504    4,264,272
                                                             ----------    ----------     ----------   ----------

         Earnings before income taxes                           491,301     1,031,662      1,182,049    2,067,014

Income taxes                                                    122,063       350,888        330,577      700,247
                                                             ----------    ----------     ----------   ----------

         Net earnings                                       $   369,238       680,774        851,472    1,366,767
                                                             ==========    ==========     ==========   ==========
Earnings per common share based on average outstanding
    shares of 798,028, 807,800,  802,887 and 807,800,
    respectively:
       Net earnings per share                               $       .46           .84           1.06         1.69
                                                                    ===           ===           ====         ====

       Dividends declared per common share                  $       .60           .60            .60          .60
                                                                    ===           ===           ====         ====

See accompanying notes to consolidated financial statements.
</TABLE>

                                    - 4 -

<PAGE>
<PAGE>
                          FNB BANKING COMPANY AND SUBSIDIARY

                    Consolidated Statements of Comprehensive Income
          For the Three Months and the Six Months Ended June 30, 1999 and 1998
                                     (Unaudited)

<TABLE>
<CAPTION>
                                                                         Three Months               Six Months
                                                                            Ended                     Ended
                                                                      1999         1998         1999        1998
                                                                      ----         ----         ----        ----
<S>                                                              <C>              <C>          <C>        <C>
Net earnings                                                     $   369,238      680,774      851,472    1,366,767

Other comprehensive income, net of tax:
    Unrealized gains on securities available for sale:
       Holding gains (loss) arising during period, net of tax
         of $45,699, $29,997, $177,451 and $203,588                  (74,562)     (48,943)    (289,525)     332,170
       Reclassification adjustment for (gains) losses included
         in net earnings, net of tax of $932                               -            -            -       (1,521)
                                                                  ----------     --------    ---------   ----------

       Total other comprehensive income (loss)                       (74,562)     (48,943)    (289,525)     330,649
                                                                  ----------     --------    ---------   ----------

       Comprehensive income                                      $   294,676      631,831      561,947    1,697,416
                                                                  ==========     ========    =========   ==========
</TABLE>


See accompanying notes to consolidated financial statements.

                                    - 5 -


<PAGE>
<PAGE>

FNB BANKING COMPANY AND SUBSIDIARY

                                Consolidated Statements of Cash Flows
                          For the Six Months Ended June 30, 1999 and 1998
                                              (Unaudited)
<TABLE>
<CAPTION>
                                                                                  Six Months Ended June 30,
                                                                              1999                       1998
                                                                              ----                       ----
<S>                                                                    <C>                             <C>
Cash flows from operating activities:
    Net earnings                                                       $      851,472                  1,366,767
       Adjustments to reconcile net earnings to net
          cash provided by operating activities:
            Provision for loan losses                                       1,094,868                    273,575
            Gain on sale of repossessed collateral                            (87,596)                         -
            Depreciation, amortization and accretion                          318,684                    233,340
            Gains on sales of investment securities                                 -                     (2,453)
            Change in assets and liabilities:
               Interest receivable                                            (26,640)                   (95,468)
               Interest payable                                               (34,592)                   (34,122)
               Other, net                                                    (137,807)                    58,626
               Mortgage loans held for sale                                 1,191,655                    146,530
                                                                          -----------                -----------

                     Net cash provided by operating activities              3,170,044                  1,946,795
                                                                          -----------                -----------
Cash flows from investing activities:
    Proceeds from maturities and paydowns of
       investment securities held to maturity                                 548,795                  1,553,466
    Proceeds from maturities and paydowns of
       investment securities available for sale                             4,562,972                  1,155,685
    Proceeds from sales of investment securities available for sale                 -                  1,051,333
    Purchases of investment securities available for sale                  (9,151,194)               (10,020,581)
    Net change in loans                                                    (3,102,849)                (3,282,974)
    Proceeds from sale of other investments                                   104,100                          -
    Purchases of premises and equipment                                      (300,125)                (1,019,875)
    Proceeds from sale of repossessed collateral                               19,633                     23,477
                                                                          -----------                -----------

                     Net cash used by investing activities                 (7,318,668)               (10,539,469)
                                                                          -----------                -----------
Cash flows from financing activities:

    Net change in deposits                                                  6,255,210                  2,283,478
    Repayments of long-term debt                                              (83,333)                   (83,333)
    Repayments of FHLB Advances                                              (919,643)                  (142,857)
    Purchase and retirement of common stock                                  (468,040)                         -
    Dividends paid                                                           (525,070)                  (484,680)
                                                                          -----------                -----------

                     Net cash provided by financing activities              4,259,124                  1,572,608
                                                                          -----------                -----------

Net change in cash and cash equivalents                                       110,500                 (7,020,066)

Cash and cash equivalents at beginning of period                           13,216,634                 21,775,498
                                                                          -----------                -----------

Cash and cash equivalents at end of period                             $   13,327,134                 14,755,432
                                                                          ===========                ===========
Supplemental cash flow information:
    Cash paid for income taxes                                         $      415,000                    689,500
    Cash paid for interest                                             $    3,275,418                  3,190,812
Noncash investing and financing activities:

    Change in net unrealized (gains) losses on investment securities
       available for sale, net of tax                                  $      289,525                   (330,649)
    Transfers of loans to other real estate                            $      236,583                     67,375
    Financed sales of other real estate                                $      332,662                     33,983
</TABLE>


See accompanying notes to consolidated financial statements.


                                    - 6 -

<PAGE>
<PAGE>
                  FNB BANKING COMPANY AND SUBSIDIARY

              Notes to Consolidated Financial Statements
                              (Unaudited)


(1)   Basis of Presentation
      ---------------------
      The consolidated financial statements include the accounts of FNB
      Banking Company (the Company) and its wholly-owned subsidiary, the
      First National Bank of Griffin (Griffin). All significant
      intercompany accounts and transactions have been eliminated in
      consolidation.

      The consolidated financial information furnished herein reflects
      all adjustments which are, in the opinion of management, necessary
      to present a fair statement of the results of operations and
      financial position for the periods covered herein. All such
      adjustments are of a normal recurring nature.

(2)   Cash and Cash Equivalents
      -------------------------
      For presentation purposes in the consolidated statements, cash and
      cash equivalents include cash on hand, amounts due from banks and
      federal funds sold.

      Stock Repurchase and Retirement
      -------------------------------
      In May 1999 the Company redeemed and retired 11,701 shares of its
      $1 par value common stock for a total purchase price of $468,040.
      Additionally, on July 1, 1999, the Company redeemed and retired
      6,824 shares of its common stock.

(4)   Implementation of Recent Accounting Pronouncements
      --------------------------------------------------
      The Company adopted Statement of Financial Standards No. 133,
      "Accounting for Derivative Instruments and Hedging Activities",
      ("SFAS No. 133") during the second quarter of 1999.  As allowed by
      SFAS No. 133, an entity may transfer any held to maturity security
      into the available for sale or trading category without calling
      into question the entity's intent to hold other securities to
      maturity in the future.  The result of the transfer of held to
      maturity securities to the available for sale category was to
      increase stockholders' equity approximately $4,000.  There were no
      other financial statement effects associated with the implementation
      of SFAS No. 133.



                                    - 7 -

<PAGE>
<PAGE>

Item 2.

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

                For the Six Months in the Periods Ended
                        June 30, 1999 and 1998

FORWARD-LOOKING STATEMENT

    This discussion contains forward-looking statements under the
Private Securities Litigation Reform Act of 1995 that involve risks
and uncertainties.  Although the Company believes that 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; material unforeseen changes in the financial
stability and liquidity of the Company's credit customers; material
unforeseen complications related to the Year 2000 issues for the
Company, its suppliers, customers and governmental agencies, 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, 1999, were $206,976,244 representing a
$4,194,329 (2.07%) increase from December 31, 1998. Deposits increased
$6,255,210 (3.58%) from December 31, 1998. Loans increased $2,709,897
(1.82%). The allowance for loan losses at June 30, 1999, totaled
$2,322,642, representing 1.53% of total loans compared to December 31,
1998, total of  $1,707,913 representing 1.15% of total loans. Cash and
cash equivalents increased $110,500 from December 31, 1998.

    The total of nonperforming assets which includes nonaccruing
loans, repossessed collateral and loans for which payments are more
than 90 days past due decreased 51.17% or $524,000 from $1,548,000 at
December 31, 1998, to $1,024,000 at June 30, 1999. The decrease is due
to a reduction of past due loans less than 90 days and still accruing
interest by approximately $207,000 and the charge-off of a commercial
loan of $218,000 during the first six months of 1999.  There were no
related party loans which were considered nonperforming at June 30,
1999.

    The Company's subsidiary bank was most recently examined by its
primary regulatory authority in July 1999. There were no
recommendations by the regulatory authority that in management's
opinion will have material effects on the Company's liquidity, capital
resources or operations.

RESULTS OF OPERATIONS

    For the six months ended June 30, 1999, the Company reported net
income of $851,472, or $1.06 per share, compared to $1,366,767, or
$1.69 per share, for the same period in 1998.  Net income for the six
months ended June 30, 1999, decreased $515,295 or 37.70%, compared to
the same period in 1998.  The decrease was the primary result of the
increase in the provision of loan losses of $821,293, compared to the
same period in 1998.

    Net interest income increased $101,376 (1.84%) in the first six
months of 1999 compared to the same period for 1998. Interest income
for the first six months of 1999 was $8,865,207, representing an
increase of $185,512 (2.14%) over the same period in 1998. Interest
expense for the first six months of 1999 increased $84,136 (2.67%)
compared to the same period in 1998. The increase in interest income
and interest expense during the first six months of 1999 compared to
the same period in 1998 is primarily attributable to the increase in
the volume of both loans and deposits.

    The provision for loan losses for the six months of 1999 increased
$821,293 compared to the same period for 1998.  The increase is
primarily attributable to one commercial loan relationship of
approximately $1,120,000 that has been downgraded to substandard and a
possible substantial loss could be realized on this relationship
throughout the remainder of the year. Net loan charge-offs for the six
months ended June 30, 1999, were $408,000, compared to $744,000, for
the same period in 1998. It is management's belief that the allowance
for loan losses is adequate to absorb probable losses in the
portfolio.

    Other operating income increased for the six months ended June 30,
1999, by $58,184 or 5.38%, compared to the same period in 1998,
primarily due to two other real estate properties that were sold and
gains of $87,596 were recognized on those sales during 1999.

                                    - 8 -

<PAGE>
<PAGE>

    Other operating expenses for the six months of 1999 increased
$223,232 (5.23%) compared to the first six months in 1997.  The net
increase is primarily attributable to an increase in employee costs of
$172,000, due to a combination of additional employees and salary
increases of the existing workforce, and an increase in depreciation
expense of $123,000 related to Year 2000 purchases and capital
improvements.


                                    - 9 -

<PAGE>
<PAGE>

Item 2.
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS, continued

                For the Six Months in the Periods Ended
                        June 30, 1999 and 1998


CAPITAL

The following tables present FNB Banking Company's regulatory capital
position at June 30, 1999:

    Risk-Based Capital Ratios
    -------------------------

    Tier 1 Tangible Capital, Actual                      14.7%
    Tier 1 Tangible Capital minimum requirement           4.0%
                                                       ------

    Excess                                               10.7%
                                                       ------

    Total Capital, Actual                                16.2%
    Total Capital minimum requirement                     8.0%
                                                       ------

    Excess                                                8.2%
                                                       ======

    Leverage Ratio
    --------------
    Tier 1 Tangible Capital to adjusted total assets
      ("Leverage Ratio")                                10.8%

    Minimum leverage requirement                         4.0%
                                                       -----

   Excess                                                6.8%
                                                       =====


YEAR 2000 PREPAREDNESS

The use of computer software that relies on a two digit number to
define the applicable year may cause processing problems for computer
controlled systems when the Year 2000 arrives.  Malfunction could occur
at several other noted dates as well, such as September 9, 1999.  In
view of the potential adverse impact of the Year 2000 problem on the
Company and its subsidiary bank, its customers and its ability to
continue to operate as a business, careful planning must be undertaken
to ensure minimal disruption.  The Company has established a
centralized function to implement a process to this end.

The Company's subsidiary, FNB Griffin, performs most of its data
processing in-house using purchased banking software and hardware for
its main applications, such as loans and deposits.  Included in these
in-house operations are a teller processing system, a check sorter
system, a check imaging system, and a trust processing system.  Besides
its main applications, the bank has a number of ancillary systems
connected to various vendors to process specific work, such as
automated teller machines, credit cards, accounts receivable and
accounts payable, mortgage loans, payroll and the like.  In addition,
the Bank uses several non-information systems that are vital to its
operation.  These include vault and alarm systems, communications,
postal services, utilities and such.

The Bank is also aware of the potential exposure it has to its
viability as a business based on the Year 2000 preparedness of third
parties such as its customers and correspondent banking relationships
including the Federal Reserve Bank.


                                    - 10 -

<PAGE>
<PAGE>


THE BANK'S STATE OF READINESS

The Bank is under the authority of the Office of the Comptroller of
the Currency (the "OCC") who working together with the other bank
regulatory agencies have released an Interagency Statement under which
guidance the Bank is managing the Year 2000 project. This Statement
describes five phases: Awareness, Assessment, Renovation, Validation
and Implementation, and established timelines for completion of each
phase. The Bank believes its mission critical applications are within
those guidelines. The Bank believes that all necessary remediations
were completed prior to December 31, 1998.

The Bank established a credit risk management program and a liquidity
risk program to review its business relationships for Year 2000
readiness and determine any potential risks or exposure. This program
includes letters and questionnaires to major deposit and loan
customers, certain suppliers and vendors. The Bank believes that any
issues that may arise due to customer or vendor risk will be
manageable.

COSTS ASSOCIATED WITH THE BANK'S YEAR 2000 ISSUES

To date, the Bank has spent approximately $500 thousand on upgrading
hardware and software. It has spent at least $100 thousand on testing,
including costs for outside reviews and consultants. Soft costs
including employee time and other resources are estimated to reach
$150 thousand.  Many of the upgrades would have occurred in the normal
course of business over the next several years, but were accelerated
due to the Year 2000 issue.

RISK OF THE BANK'S YEAR 2000 ISSUES

All the bank's major systems have been remediated and tested.  Testing
is complete for all other systems and review of the testing
documentation is also complete.  While the Bank believes it will be
adequately prepared, no assurances can be given that it will not be
exposed to potential losses resulting from problems with its internal
systems associated with the century date change.

Further, the impact of non-compliance by outside parties cannot be
accurately determined. The Year 2000 issue may have a material impact
on the financial condition of the Bank if borrowers of the Bank become
insolvent and are unable to repay loans.

This Bank and others are reliant on the Federal Reserve Bank of
Atlanta to process much of its work. While some functions, such as
wire transfers, could continue by telephone if the Federal Reserve's
automated system does not perform as expected, certain applications,
such as check processing and automated clearing house transactions are
critical to the operation of the Bank, and if disrupted, would
seriously impact the Bank's ability to serve its customers.  The Bank
believes the Federal Reserve Bank of Atlanta is aggressively pursuing
a Year 2000 compliance strategy and that the risk of their non-
compliance is slight, but it is beyond the control of the Bank and
must be considered.

Other outsiders whose non-compliance could severely impact the Bank
include the local power provider and telephone companies.

THE BANK'S CONTINGENCY PLANS

The Bank has a Business Disruption Contingency Plan that would be
implemented in the event of any internal or external system failure.
The Plan calls for switching to PC or manual processing, depending on
the system and the nature of the failure.  The Bank is continually
reviewing and refining its plan.  The Bank believes it could continue
to operate regardless of the failure.  It has plans to make loans and
process deposits, receive and disperse cash and update account
balances.

                                    - 11 -


<PAGE>
<PAGE>

PART II.  OTHER INFORMATION

                  FNB BANKING COMPANY AND SUBSIDIARY


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

          None

Item 2.   Changes in Securities
          ---------------------

          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, 1999.

          (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
                      James A. Mankin
                      Ernest F. Carlisle, III
                      John T. Newton, Jr.
                      David G. Newton
                      J. Henry Cheatham, III
                      Gilliam Cheatham

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

                                               Director
                                               Election
                                               --------

          Shares voted by proxy in favor        565,245
          Shares voted in person in favor       131,275
          Shares voted in person against              -
          Shares abstained from voting                -
                                               --------

          Total shares represented              696,520
                                               ========

          Total shares outstanding              807,800
                                               ========

          * - 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
          --------------------------------

          None

                                    - 12 -

<PAGE>
<PAGE>

                  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/ C.A. Knowles
                                        -----------------------------------
                                        C.A. Knowles, President and
                                        Treasurer (Principal Executive
                                        Officer)


                                     Date:    8/10/99
                                          ---------------------------------



                                     By:  /s/ William K. Holmes
                                        -----------------------------------
                                        William K. Holmes
                                        Assistant Treasurer
                                        (Principal Accounting Officer)


                                     Date:    8/10/99
                                          ---------------------------------



                                    - 13 -