SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549


---------------


FORM
      S-8


REGISTRATION
      STATEMENT


UNDER


THE
      SECURITIES ACT OF 1933





FNB
      FINANCIAL SERVICES CORPORATION


(Exact
      name of registrant as specified in its charter)


**North
                Carolina**
            
            **56-1382275**(State
                of Incorporation)
            
            (I.R.S.
                Employer Identification No.)**1501
                Highwoods Blvd., Suite 400****Greensboro,
                North Carolina**
            
            **27410**(Address
                of principal executive offices)
            
            (Zip
                Code)








FNB
      FINANCIAL SERVICES CORPORATION


LONG-TERM
      STOCK INCENTIVE PLAN (the “Plan”)


(Full
      title of the plans)





Pressley
      A. Ridgill, President and Chief Executive Officer


1501
      Highwoods Blvd., Suite 400, Greensboro, North Carolina 27410


(Name
      and
      address of agent for service)





(336)
      369-0900


(Telephone
      number, including area code, of agent for service)





Copy
      to:


ROBERT
      A.
      SINGER


Brooks,
      Pierce, McLendon,


Humphrey
      & Leonard, L.L.P.


2000
      Renaissance Plaza


Post
      Office Box 26000


Greensboro,
      North Carolina 27420








CALCULATION
      OF REGISTRATION FEE





Title
                of
            Amount
            Proposed
                maximum
            Proposed
                maximum
            Amount
                ofsecurities
                to
            to
                be
            offering
                price
            aggregate
            registrationbe
                registered
            registered
                (1)
            per
                share(2)
            offering
                price (2)
            fee
                (2)Common
                Stock,
            500,000
            $14.40
            $7,200,000.00
            $771.00$1.00
                stated value


--------------------


(1)
      In
      addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
      registration statement also covers an indeterminate amount of interests to
      be
      offered or sold pursuant to the employee benefit plan(s) described
      herein.





(2)
      This
      price is estimated solely for the purpose of calculating the registration fee.
      Pursuant to Rules 457(c) and (h), shares that may be the subject of the Plans
      are deemed to be offered at $14.40 per share, being the average
      of the high and low prices for
      the
      Registrant's Common Stock reported on September 18, 2006 in the Nasdaq Global
      Market System .





PAGE
      2




INFORMATION
      REQUIRED IN THE REGISTRATION STATEMENT





ITEM
      3.
      INCORPORATION OF DOCUMENTS BY REFERENCE





The
      following documents have been filed by the Registrant with the Commission and
      are incorporated herein by reference:




(a)
            Annual
                Report on Form 10-K for the fiscal year ended December 31,
                2005.





(b)
            Quarterly
                Report on Form 10-Q for the fiscal quarter ended March 31,
                2006.





(c)
            Quarterly
                Report on Form 10-Q for the fiscal quarter ended June 30,
                2006.





(d)
            The
                description of the Registrant's common stock contained in its Registration
                Statement on Form S-14 (File No. 2-90095) filed with the
                Commission.





All
      documents filed by the Registrant subsequent to the date hereof pursuant to
      Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
      as
      amended, prior to the filing of a post-effective amendment which indicates
      that
      all securities offered under the Plan have been sold or which deregisters all
      securities then remaining unsold, shall be deemed to be incorporated by
      reference in this registration statement and to be a part hereof from the date
      of filing of such documents.





ITEM
      6.
      INDEMNIFICATION OF DIRECTORS AND OFFICERS.





North
      Carolina law permits a corporation to indemnify its directors, officers,
      employees or agents under either or both a statutory or non-statutory scheme
      of
      indemnification. Under the statutory scheme, a corporation may, with certain
      exceptions, indemnify a director, officer, employee or agent of the corporation
      who was or is threatened to be made a party to any threatened, pending or
      completed legal action, suit or proceeding, whether civil, criminal,
      administrative or investigative, because of the fact that such person was a
      director, officer, employee or agent of the corporation, or is or was serving
      at
      the request of such corporation as a director, officer, employee or agent of
      another corporation or enterprise. This indemnity may include the obligation
      to
      pay any judgment, settlement, penalty, fine (including an excise tax assessed
      with respect to an employee benefit plan) and reasonable expenses incurred
      in
      connection with the proceeding (including counsel fees), but no such
      indemnification may be granted unless such director, officer, agent or employee
      (1) conducted himself in good faith, (2) reasonably believed (a) that any action
      taken in his official capacity with the corporation was in the best interest
      of
      the corporation or (b) that in all other cases his conduct at least was not
      opposed to the corporation's best interest, and (3) in the case of any criminal
      proceeding, had no reasonable cause to believe his conduct was unlawful. Whether
      a director has met the requisite standard of conduct for the type of
      indemnification set forth above is determined by the corporation's board of
      directors, a committee of directors, special legal counsel or the stockholders
      in accordance with the statute. A corporation may not indemnify a director
      under
      the statutory scheme in connection with a proceeding by or in the right of
      the
      corporation in which the director was adjudged liable to the corporation or
      in
      connection with a proceeding in which a director was adjudged liable on the
      basis of having received an improper personal benefit.





In
      addition to, and separate and apart from the indemnification described above
      under the statutory scheme, North Carolina law permits a corporation to
      indemnify or agree to indemnify any of its directors, officers, employees or
      agents against liability and expenses (including attorneys fees) in any
      proceeding (including proceedings brought by or on behalf of the corporation)
      arising out of their status as such or their activities in such capacities,
      except for any liabilities or expenses incurred on account of activities that
      were, at the time taken, known or believed by the person to be clearly in
      conflict with the best interests of the corporation. The Registrant's bylaws
      provide for indemnification to the fullest extent permitted under North Carolina
      law for persons who serve as directors or officers of the Registrant or at
      the
      request of the Registrant serve as an officer, director, agent, partner,
      trustee, administrator or employee for any other foreign or domestic entity.
      Accordingly, the Registrant may indemnify its directors, officers, and employees
      in accordance with either the statutory or non-statutory standard.





In
      addition, North Carolina law requires a corporation, unless its articles of
      incorporation provide otherwise, to indemnify a director or officer who has
      been
      wholly successful, on the merits or otherwise, in the defense of any proceeding
      to which such director or officer was a party. Unless prohibited by the Articles
      of Incorporation, a director or officer also may make application and obtain
      court-ordered indemnification if the court determines that such director or
      officer is fairly and reasonably entitled to such
      indemnification.








PAGE
      3








Finally,
      North Carolina law provides that a corporation may purchase and maintain
      insurance on behalf of an individual who is or was a director, officer, employee
      or agent to the corporation against certain liabilities incurred by such
      persons, whether or not the corporation is otherwise authorized under North
      Carolina law to indemnify such party. The Registrant currently maintains
      directors' and officers' insurance policies covering its directors and
      officers.





As
      permitted by North Carolina law, the Registrant’s Articles limit the personal
      liability of directors for monetary damages for breaches of duty as a director
      whether by or in the right of the Registrant or otherwise, provided that such
      limitation will not apply to (1) acts or omissions that the director at the
      time
      of the breach knew or believed were clearly in conflict with the Registrant's
      best interests, (2) any liability for unlawful distributions under North
      Carolina law, (3) any transaction from which the director derived an improper
      personal benefit or (4) acts or omissions occurring prior to the date the
      provision became effective. In addition, the Registrant’s Articles also provide
      that the Registrant’s board of directors shall have the authority to adopt
      resolutions approving the indemnification, to the fullest extent provided under
      North Carolina law, of any person made a party to any action or proceeding,
      whether civil, criminal or administrative, by reason of the fact that such
      person was serving as a director, officer, employee or agent of the
      Registrant.





ITEM
      8.
      EXHIBITS





The
      exhibits required by Item 601 of Regulation S-K are listed below.





Exhibit
                No.
            Description4.01
                (1)
            Specimen
                Common Stock Certificate.4.02
                (2)
            Amended
                and Restated Declaration of Trust, regarding Trust Preferred Securities,
                dated August 26, 2005.4.03
                (2)
            Guarantee
                Agreement, regarding Trust Preferred Securities, dated August 26,
                2005.4.04
                (2)
            Indenture,
                regarding Trust Preferred Securities, dated August 26,
                2005.5.01
            Opinion
                of Brooks, Pierce, McLendon, Humphrey & Leonard,
                L.L.P.23.01
            Consent
                of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. (included in
                Exhibit 5.01)23.02
            Consent
                of PricewaterhouseCoopers LLP.23.03
            Consent
                of Dixon Hughes PLLC.24.01
            Power
                of Attorney (included as part of the signature page
                hereof)





Exhibit
      references:





(1)
            Incorporated
                herein by reference to the Registrant’s Quarterly Report on Form 10-Q for
                the fiscal quarter ended March 31, 1998, filed with the Securities
                and
                Exchange Commission.


(2)
            Incorporated
                herein by reference to the Registrant’s Quarterly Report on Form 10-Q for
                the fiscal quarter ended September 30, 2005, filed with the Securities
                and
                Exchange Commission.





The
      following exhibits are filed as a part of this Registration
      Statement:




Exhibit
                No.
            Description
                of Exhibit5.01
            Opinion
                of Brooks, Pierce, McLendon, Humphrey & Leonard,
                L.L.P.23.01
            Consent
                of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. (included in
                Exhibit 5.01)23.02
            Consent
                of PricewaterhouseCoopers LLP.23.03
            Consent
                of Dixon Hughes PLLC.24.01
            Power
                of Attorney (included as part of the signature page
                hereof)





ITEM
      9.
      UNDERTAKINGS





The
      undersigned Registrant hereby undertakes:





(1) 
To
      file,
      during any period in which offers or sales are being made, a post-effective
      amendment to this registration statement to include any material information
      with respect to the plan of distribution not previously disclosed in the
      registration statement or any material change to such information in the
      registration statement.








PAGE
      4








(2) 
That,
      for
      the purpose of determining any liability under the Securities Act of 1933,
      each
      such post-effective amendment shall be deemed to be a new registration statement
      relating to the securities offered therein, and the offering of such securities
      at that time shall be deemed to be the initial *bona
      fide* offering
      thereof; and





(3) 
To
      remove
      from registration by means of a post-effective amendment any of the securities
      being registered which remain unsold at the termination of the
      offering.





The
      undersigned Registrant hereby undertakes that, for purposes of determining
      any
      liability under the Securities Act of 1933, each filing of the Registrant's
      annual report pursuant to section 13(a) or section 15(d) of the Securities
      Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
      plan's annual report pursuant to section 15(d) of the Securities Exchange Act
      of
      1934) that is incorporated by reference in the registration statement shall
      be
      deemed to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed to
      be
      the initial *bona
      fide* offering
      thereof.





Insofar
      as indemnification for liabilities arising under the Securities Act of 1933
      may
      be permitted to directors, officers and controlling persons of the Registrant
      pursuant to the foregoing provisions, or otherwise, the Registrant has been
      advised that in the opinion of the Securities and Exchange Commission such
      indemnification is against public policy as expressed in the Act and is,
      therefore, unenforceable. In the event that a claim for indemnification against
      such liabilities (other than the payment by the Registrant of expenses incurred
      or paid by a director, officer or controlling person of the Registrant in the
      successful defense of any action, suit or proceeding) is asserted by such
      director, officer or controlling person in connection with the securities being
      registered, the Registrant will, unless in the opinion of its counsel the matter
      has been settled by controlling precedent, submit to a court of appropriate
      jurisdiction the question whether such indemnification by it is against public
      policy as expressed in the Act and will be governed by the final adjudication
      of
      such issue.











PAGE
      5





SIGNATURES








Pursuant
      to the requirements of the Securities Act of 1933, the Registrant certifies
      that
      it has reasonable grounds to believe that it meets all of the requirements
      for
      filing on Form S-8 and has duly caused this Registration Statement to be signed
      on its behalf by the undersigned, thereunto duly authorized, in the City of
      Greensboro, state of North Carolina, on September 21, 2006.





FNB
                FINANCIAL SERVICES CORPORATIONBY:
            /s/
                Pressley A. RidgillNAME:
            Pressley
                A. RidgillTITLE:
            President
                and Chief Executive Officer








KNOW
      ALL
      MEN BY THESE PRESENTS, that each person whose signature appears below
      constitutes and appoints Pressley A. Ridgill and Michael W. Shelton and either
      of them, with full power to act without the other, his true and lawful
      attorneys-in-fact and agents, with full powers of substitution and
      resubstitution, for him and in his name, place and stead, in any and all
      capacities, to sign any or all amendments (including post-effective amendments)
      to this registration statement and to file the same, with all exhibits thereto,
      and other documents in connection therewith, with the Securities and Exchange
      Commission, granting unto said attorneys-in-fact and agents full power and
      authority to do and perform each and every act and thing requisite and necessary
      to be done in and about the premises, as fully for all intents and purposes
      as
      he might or could do in person, hereby ratifying and confirming all that said
      attorneys-in-fact and agents, or their substitutes, may lawfully do or cause
      to
      be done by virtue hereof.








Pursuant
      to the requirements of the Securities Act of 1933, this Registration Statement
      has been signed by the following persons on September 21, 2006 in the capacities
      indicated.





Signature
              
              Capacity*/s/**PRESSLEY
                  A. RIDGILL*
              
              President,
                  Chief Executive Officer, and DirectorPressley
                  A. Ridgill
              
              (Principal
                  Executive Officer)*/s/**MICHAEL
                  W. SHELTON*
              
              Executive
                  Vice President, Chief Financial Officer,
                Secretary,
                  and TreasurerMichael
                  W. Shelton
              
              (Principal
                  Financial Officer)Senior
                  Vice President, Chief Accounting Officer,*/s/**K.
                  DWIGHT WILLOUGHBY*
              
              and
                  ControllerK.
                  Dwight Willoughby
              
              (Principal
                  Accounting Officer)*/s/**BARRY
                  Z. DODSON*
              
              Chairman
                  of the BoardBarry
                  Z. Dodson*/s/**GARY
                  G. BLOSSER*
              
              DirectorGary
                  G. Blosser*/s/**CHARLES
                  A. BRITT*
              
              DirectorCharles
                  A. Britt*/s/**ALEX
                  A. DIFFEY, JR**.*
              
              DirectorAlex
                  A. Diffey, JrDirectorJoseph
                  H. Kinnarney*/s/**ROBERT
                  V. PERKINS*
              
              DirectorRobert
                  V. Perkins*/s/**E.
                  REID TEAGUE*
              
              DirectorE.
                  Reid Teague*/s/**KENAN
                  C. WRIGHT***
              
              DirectorKenan
                  C. Wright










PAGE
      7








EXHIBIT
                INDEXExhibit
                No.
            Description4.01
                (1)
            Specimen
                Common Stock Certificate.4.02
                (2)
            Amended
                and Restated Declaration of Trust, regarding Trust Preferred Securities,
                dated August 26, 2005.4.03
                (2)
            Guarantee
                Agreement, regarding Trust Preferred Securities, dated August 26,
                2005.4.04
                (2)
            Indenture,
                regarding Trust Preferred Securities, dated August 26,
                2005.5.01
            Opinion
                of Brooks, Pierce, McLendon, Humphrey & Leonard,
                L.L.P.23.01
            Consent
                of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. (included in
                Exhibit 5.01)23.02
            Consent
                of PricewaterhouseCoopers LLP.23.03
            Consent
                of Dixon Hughes PLLC.24.01
            Power
                of Attorney (included as part of the signature page
                hereof)





Exhibit
      references:





(1)
            Incorporated
                herein by reference to the Registrant’s Quarterly Report on Form 10-Q for
                the fiscal quarter ended March 31, 1998, filed with the Securities
                and
                Exchange Commission.


(2)
            Incorporated
                herein by reference to the Registrant’s Quarterly Report, on Form 10-Qfor
                the fiscal quarter ended September 30, 2005, filed with the Securities
                and
                Exchange Commission.