**Exhibit 31.2**

#### **CERTIFICATE OF CHIEF FINANCIAL OFFICER**

 

I, Mark Flowers, the Chief Financial Officer of FNB Banking Company (the“small business issuer”), certify that:

-  I havereviewed this quarterly report on Form 10-QSB of the small business issuer;  
-  Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;  
-  Based on myknowledge, the financial statements, and other financial information included inthis report, fairly present in all material respects the financial condition,results of operations and cash flows of the small business issuer as of, andfor, the periods presented in this report;  
-  The smallbusiness issuer’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer andhave: 

> -  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during the period in which this report is beingprepared;  
-  Evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and  
-  Disclosed in this report any change in the small business issuer’s internal control over financial reportingthat occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscalquarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the smallbusiness issuer’s internal control over financial reporting; and 

-  The smallbusiness issuer’s other certifying officer and I have disclosed, based on ourmost recent evaluation of internal controls over financial reporting, to thesmall business issuer’s auditors and the audit committee of small businessissuer’s board of directors (or persons performing the equivalent functions): 

> -  All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarizeand report financial information; and  
-  Any fraud, whether or not material, that involves management or other employees who have a significant role in thesmall business issuer’s internal control over financial reporting. 

 

Dated this 14th day of November 2003.

 

|   | /s/ Mark FlowersMark Flowers, Assistant Treasurer    Chief Financial Officer |
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