**Exhibit 31.2**

I, Mark A. Flowers, certify that:

- I have reviewed this annual report on Form 10-KSB of FNB Banking Company;

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

- Based on my knowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financial condition, results of operations and cash flows of the smallbusiness issuer as of, and for, the periods presented in this report;

- The small business issuer’s other certifying officer(s) and I have been responsiblefor establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) forthe small business issuer and have:

> -  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the small business issuer, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this reportis being prepared; 
-  Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periodcovered by this report based on such evaluation; and 
-  Disclosed in this report any change in the small business issuer’s internal control over financialreporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’sfourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the small business issuer’s internal control over financial reporting; and 

- The small business issuer’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s auditors and the audit committee of the small businessissuer’s board of directors: 

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

| Date: March 23, 2004 | /s/ Mark A. Flowers                    Mark A. Flowers Principal Accounting and Financial Officer |
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