SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Form 10-KSB/A
(Mark One)

X        Annual Report under Section 13 or 15(d) of the Securities Exchange Act
         of 1934 For the fiscal year ended December 31, 2002

         or

         Transition Report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

               For the transition period from ________ to ________

                          Commission file no. 000-22505

                              FNB BANCSHARES, INC.
                               -------------------
                 (Name of Small Business Issuer in Its Charter)

       South Carolina                                       57-1033165
  --------------------------                              --------------
 (State or Other Jurisdiction                            (I.R.S. Employer
 of Incorporation or Organization)                       Identification No.)

     217 North Granard Street
      Gaffney, South Carolina                                  29341
 ---------------------------------------                     ---------
 (Address of Principal Executive Offices)                    (Zip Code)

                                 (864) 488-2265
                             ----------------------
                 Issuer's Telephone Number, Including Area Code

        Securities registered pursuant to Section 12(b) of the Act: None

    Securities registered pursuant to Section 12(g) of the Act: Common Stock

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days. Yes X No

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X ]

         The issuer's income for its most recent fiscal year was $532,247. As of
March 4, 2003, 647,123 shares of Common Stock were issued and outstanding.

         The aggregate market value of the Common Stock held by non-affiliates
of the Company on March 4, 2003 was $4,979,807. This calculation is based upon
an estimate of the fair market value of the Common Stock by the Company's Board
of Directors of $10.90 per share. There is not an active trading market for the
Common Stock and it is not possible to identify precisely the market value of
the Common Stock.

 Transitional Small Business Disclosure Format. (Check one):  Yes      No   X
                                                                ------   -----

                       DOCUMENTS INCORPORATED BY REFERENCE

The Company's Annual Report to Shareholders for the year ended December 31, 2002
is incorporated by reference in this Form 10-KSB in Part II, Items 6 and 7. The
Company's Proxy Statement for the Annual Meeting of Shareholders to be held on
April 22, 2003 is incorporated by reference in this Form 10-KSB in Part III,
Items 9 through 12.

<PAGE>






                                EXPLANATORY NOTE

         This 10-KSB/A is being filed to add the Section 302 certifications
which were inadvertently edgarized as correspondence rather than as a part of
the original 10-KSB. No other changes have been made to the original 10-KSB.





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<PAGE>




                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          FNB BANCSHARES, INC.


Date:   March  28, 2003                   By: /s/ V. Stephen Moss
       --------------------               -------------------------------------
                                          V. Stephen Moss
                                          President and Chief Executive Officer

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


Signature                              Title                   Date

/s/ *                      .
----------------------------
Richard D. Gardner                     Director

/s/ *                      .
----------------------------
Barry Hamrick                          Director

/s/ *                      .
----------------------------
Haskell D. Mallory                     Director

/s/ *
----------------------------
Bill Mason                             Director

/s/ V. Stephen Moss                                            March 28, 2003
---------------------------                                    --------------
V. Stephen Moss                        Director;
                            President and Chief Executive Officer

/s/ *
---------------------------
Harold D. Pennington, Jr.              Director




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<PAGE>


/s/ *
---------------------------
Harold D. Pennington, Sr.              Director


/s/ *
---------------------------
Heyward W. Porter                      Director

/s/ *
---------------------------
Kimberly D. Barrs               Chief Financial Officer, Principal
                                Accounting and Financial Officer

/s/ *
---------------------------     As Attorney-In-Fact          March 28, 2003
V. Steven Moss                                               --------------

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                                  Certification

I, V. Stephen Moss, certify that:

1. I have reviewed this annual report on Form 10-KSB of FNB Bancshares, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 24, 2003

                                          /s/ V. Stephen Moss
                                          -----------------------------
                                          V. Stephen Moss
                                          President and Chief Executive Officer




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                                  Certification

I, Kimberly D. Barrs, certify that:

1.   I have reviewed this annual report on Form 10-KSB of FNB Bancshares, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness of
     the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officer and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: March 24, 2003
                                                        /s/ Kimberly D. Barrs
                                                        ---------------------
                                                        Kimberly D. Barrs
                                                        Chief Financial Officer



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                                INDEX TO EXHIBITS

Exhibit
Number            Description

3.1    Articles of Incorporation of the Company (incorporated by reference to
       Exhibit 3.1 of the Registration Statement on Form S-1, File No. 333-1546)

3.2    Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the
       Registration Statement on Form S-1, File No. 333-1546)

4.1    Provisions in the Company's Articles of Incorporation and Bylaws defining
       the rights of holders of the Company's Common Stock (incorporated by
       reference to Exhibit 4.1 of the Registration Statement on Form S-1,
       File No. 333-1546)

10.1   Option Agreement dated October 20, 1995, between James L. Moss, as
       seller, and FNB Bancshares, Inc., as purchaser, for the Blacksburg
       office property (incorporated by reference to Exhibit 10.1 of the
       Registration Statement on Form S-1, File No.333-1546)

10.2   Option Agreement dated December 31, 1995, between William K. Brumbach,
       Jr., Linwood B. Brumbach, Evelyn B. Sanles and Patricia Brumbach Clary,
       as sellers, and FNB Bancshares, Inc., as purchaser, for the secondary
       parcel for the Gaffney Office property (incorporated by reference to
       Exhibit 10.2 of the Registration Statement on Form S-1,
       File No. 333-1546)

10.3   Option Agreement dated January 10, 1996, between Wylie L. Hamrick and
       Catherine H. Beattie, as sellers, and FNB Bancshares, Inc., as purchaser,
       for the primary parcel for the Gaffney Office property (incorporated by
       reference to Exhibit 10.3 of the Registration Statement on
       Form S-1, File No. 333-1546)

10.4   Line of Credit Note dated September 27, 1995, by The Company to The
       Bankers Bank (incorporated by reference to Exhibit 10.4 of the
       Registration Statement on Form S-1, File No. 333-1546)

10.5.  Stephen Moss (incorporated by reference to Exhibit 10.5 of the
       Registration Statement on Form S-1, File No. 333-1546)

10.6.  Escrow Agreement dated March 8, 1996, between The Company and The Bankers
       Bank (incorporated by reference to Exhibit 10.6 of the Registration
       Statement on Form S-1, File No. 333-1546)

10.7   Commitment Letter dated March 27, 1996, from Spartanburg National Bank
       for a $150,000 line of credit (incorporated by reference to Exhibit 10.7
       of the Registration Statement on Form S-1, File No. 333-1546)

10.8   Stock Option Plan dated as of March 25, 1997 (incorporated by reference
       to Exhibit 10.7 of the Annual Report on Form 10-KSB filed by the
       Company for the year ended December 31, 1996)

13.1   Annual Report to Shareholders for the year ended December 31, 2002
      (incorporated to Exhibit 13.1 to the Company's Form 10-KSB for the period
       ended December 31, 2002).

21.1.  Subsidiaries of the Company (incorporated to Exhibit 21.1 to the
       Company's Form 10-KSB for the period ended  December 31,2002).

24     Power of Attorney (incorporated to Exhibit 24 to the Company's Form
       10-KSB for the period ended  December 31, 2002).