Page 5 of 30

                             FORM 10-Q

                SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549-1004

            QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
              OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended              June 30, 2004

Commission file number:            33-66014


                     FNB Financial Corporation
      (Exact name of registrant as specified in its charter)

Commonwealth of Pennsylvania                      23-2466821
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                   Identification
                                                  No.)


  101 Lincoln Way West, McConnellsburg, PA        17233
  (Address of principal executive offices)        (Zip code)


Registrant's telephone number, including area code:  717/485-3123

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 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 X      NO

Indicate  the number of shares outstanding of each of the  issuer's
classes of common stock, as of the latest practicable date.

             Class                    Outstanding at June 30, 2004
(Common stock, $0.315 par value)                  800,000
                     FNB FINANCIAL CORPORATION

                              INDEX

                                                         Page
PART I  -  FINANCIAL INFORMATION

     Condensed consolidated balance sheets -
       June 30, 2004 and December 31, 2003                  4

     Condensed consolidated statements of income -
       Three months ended June 30, 2004 and 2003            5

     Condensed consolidated statements of income -
       Six months ended June 30, 2004 and 2003              6

     Condensed consolidated statements of comprehensive
       income - Six months ended June 30, 2004 and 2003     7

     Condensed consolidated statements of cash flows -
       Six months ended June 30, 2004 and 2003              8

     Notes to condensed consolidated financial
       statements                                        9-10

     Management's discussion and analysis of financial
       condition and results of operations              11-14


PART II  -  OTHER INFORMATION                              16

     Signatures                                            17

     Exhibits                                           18-24






































                   PART I - FINANCIAL INFORMATION





































            FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY
             CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<S>                                              <C>                   <C>
                                                       June 30,            December 31,
                                                         2004                  2003
                                                     (unaudited)            (audited*)
ASSETS:
Cash and Due from banks                              $     6,730,525         $     3,495,604
Interest-bearing deposits with banks                         775,499               1,518,766
Investment Securities
  Held-to-maturity (Market value - 2004
     $ 299,269; 2003 $ 325,957)                              299,970                 326,809
  Available-for-sale                                      35,888,340              32,039,636
  Federal Reserve, Atlantic Central Banker's
     Bank and Federal Home Loan Bank Stock                 1,721,000               1,136,500
Loans                                                    106,744,626             102,177,917
Less:  Allowance for loan losses                     (       984,879)        (       892,933)
                                                     ---------------         ---------------
Loans, net                                               105,759,747             101,284,984
 Bank building, equipment, furniture and
  fixtures, net                                            3,194,498               3,269,724
 Accrued interest receivable                                 587,622                 555,760
 Cash surrender value of life insurance                    2,784,495               2,747,474
 Other assets                                              1,181,983                 659,758
                                                     ---------------         ---------------
        Total Assets                                 $   158,923,679         $   147,035,015
                                                     ===============         ===============
LIABILITIES :
Deposits:
 Demand deposits                                     $    16,994,700         $    15,901,219
 Savings deposits                                         33,371,946              32,535,398
 Time certificates                                        66,017,086              68,000,625
 Other time deposits                                         505,836                 284,667
                                                     ---------------         ---------------
     Total deposits                                      116,889,568             116,721,909
Accrued interest payable & other liabilities                 751,259                 640,972
Liability for other borrowed funds                        26,708,445              14,680,992
Dividends payable                                            128,000                 272,000
                                                     ---------------         ---------------
     Total Liabilities

STOCKHOLDERS' EQUITY
Capital stock, common, par value $ 0.315;
  6,000,000 shares autorized;  800,000
  outstanding	                                           252,000                 252,000
Additional paid-in capital                                 1,789,833               1,789,833
Retained earnings                                         12,659,854              12,330,729
Accumulated other comprehensive income (loss)          (     255,280)                346,580
                                                     ---------------         ---------------
     Total Stockholders' Equity                           14,446,407              14,719,142
                                                     ---------------         ---------------
        Total Liabilities & Stockholders' Equity     $   158,923,679         $   147,035,015
                                                     ===============         ===============
</TABLE>


* Condensed from audited financial statements

        The accompanying notes are an integral part of these
                  condensed financial statements.


            FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    Three Months Ended June 30, 2004 and 2003
                                   (UNAUDITED)

<TABLE>
<S>                                                   <C>                <C>
                                                                2004                 2003
Interest & Dividend Income
   Interest & fees on loans                                  $1,737,700        $1,705,250
   Interest on investment securities:
      Obligations of other U.S. Government Agencies             186,917           251,055
      Obligations of State & Political Subdivisions             112,925            88,791
   Interest on deposits with banks                                2,258            10,765
   Dividends on Equity Securities                                 6,895             9,015
   Interest on federal funds sold                                   566             4,968
                                                             ----------        ----------
          Total Interest & Dividend Income                    2,047,261         2,069,844
                                                             ----------        ----------

Interest Expense
   Interest on deposits                                         628,126           741,750
   Interest on other borrowed money                             143,927            99,744
                                                             ----------        ----------
          Total Interest Expense                                772,053           841,494
                                                             ----------        ----------
          Net interest income                                 1,275,208         1,228,350
   Provision for loan losses                                     54,000            36,000
                                                             ----------        ----------
          Net interest income after
           provision for loan losses                          1,221,208         1,192,350
                                                             ----------        ----------
Other income
   Service charges on deposit accounts                          114,358            57,619
   Other service charges, collection & exchange
      charges, commissions and fees                              96,257            85,105
   Other income                                                  27,490            10,325
   Net securities gains/(losses)                                      0            45,859
                                                             ----------        ----------
          Total other income                                    238,105           198,908
                                                             ----------        ----------
Other expenses                                                1,055,671           941,906
                                                             ----------        ----------
   Income before income taxes                                   403,642           449,352
   Applicable income taxes                                      102,500           134,895
                                                             ----------        ----------
           Net income                                        $  301,142        $  314,457
                                                             ==========        ==========

Earnings per share of Common Stock:
   Net income per share                                      $     0.38        $     0.39
Cash dividend declared per share                             $     0.16        $     0.16
Weighted average number of shares outstanding                   800,000           800,000
</TABLE>

        The accompanying notes are an integral part of these
                  condensed financial statements.



            FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     Six Months Ended June 30, 2004 and 2003
                                   (UNAUDITED)

<TABLE>
<S>                                                      <C>              <C>
                                                               2004             2003
Interest & Dividend Income
   Interest & fees on loans                                 $   3,466,945     $   3,480,554
   Interest on investment securities:
      Obligations of other U.S. Government Agencies               382,414           403,583
      Obligations of State & Political Subdivisions               216,174           178,916
   Interest on deposits with banks                                  5,683            20,577
   Dividends on Equity Securities                                  16,387            18,322
   Interest on federal funds sold                                     603             4,968
                                                            -------------     -------------
          Total Interest & Dividend Income                      4,088,206         4,106,920
                                                            -------------     -------------
Interest Expense
   Interest on deposits                                         1,297,989         1,492,900
   Interest on other borrowed money                               267,003           190,258
                                                            -------------     -------------
          Total Interest Expense                                1,564,992         1,683,158
                                                            -------------     -------------
          Net interest income                                   2,523,214         2,423,762
   Provision for loan losses                                      152,000            72,000
                                                            -------------     -------------
          Net interest income after provision
             for loan losses                                    2,371,214         2,351,762
                                                            -------------     -------------
Other income
   Service charges on deposit accounts                            195,502           148,456
   Other service charges, collection & exchange
      charges, commissions and fees                               204,970           140,538
   Other income                                                    56,550            77,651
   Net securities gains/(losses)                                   79,417            48,057
                                                            -------------     -------------
          Total other income                                      536,439           414,702
                                                            -------------     -------------
Other expenses                                                  2,133,379         1,812,755
                                                            -------------     -------------
   Income before income taxes                                     774,274           953,709
   Applicable income taxes                                        205,149           240,968
                                                             ------------      ------------
           Net income                                        $    569,125      $    712,741
                                                             ============      ============
Earnings per share of Common Stock:
   Net income per share                                      $       0.71      $       0.89
Cash dividend declared per share                             $       0.30      $       0.29
Weighted average number of shares outstanding                     800,000           800,000
</TABLE>

        The accompanying notes are an integral part of these
                  condensed financial statements.



            FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                     Six Months Ended June 30, 2004 and 2003
                                   (UNAUDITED)

<TABLE>
<S>                                                    <C>              <C>
                                                             2004            2003
Net Income                                                  $  569,125      $  712,741
                                                            ----------      ----------
Other Comprehensive:
   Gross unrealized holding gains (losses)                  (  832,491)       196,024
   Reclassification adjustment for (gains) losses realized
      in net income                                        (    79,417)   (    48,057)
                                                            ----------      ----------
   Net unrealized holding gains (losses) before taxes      (   911,908)       147,967
   Tax effect                                                  310,048    (    50,309)
                                                            ----------      ----------
   Other comprehensive income (loss)                       (   601,860)        97,658
                                                            ----------      ----------
Comprehensive income (loss)                                ($   32,735)    $  810,399
                                                            ==========      ==========

</TABLE>




































              The accompanying notes are an integral part of these
                         condensed financial statements.

            FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Six Months Ended June 30, 2004 and 2003
                                   (UNAUDITED)

<TABLE>
<S>                                                     <C>                <C>
                                                              2004              2003
Cash flows from operating activities:
   Net income                                               $    569,125     $    712,741
   Adjustments to reconcile net income to
      net cash provided by operating activities:
         Depreciation & amortization                             160,161          157,388
         Provision for loan losses                               152,000           72,000
         Increase in Cash Surrender value
              of Life Insurance                             (     37,021)   (     48,082)
         Net (gain)/loss on sales of investments            (     79,417)   (     48,057)
         (Increase) decrease in accrued
            interest receivable                             (     31,862)   (      1,183)
         Increase (decrease) in accrued interest
            payable and other liabilities                        110,287    (    231,771)
         (Increase) decrease in other assets                (    212,177)         45,761
                                                             -----------      -----------
Net cash provided (used) by operating activities:                631,096          658,797
                                                             -----------      -----------
Cash flows from investing activities:
   Net (increase) decrease in interest-
      bearing deposits with banks                                743,267           64,142
   Purchases of Available-for-sale securities               ( 12,462,521)   (  7,004,394)
   Proceeds from maturities and calls of securities            1,822,137        4,634,317
   Proceeds sale of available-for-sale securities              5,986,028          179,094
   Net (increase) decrease in loans                         (  4,626,763)   (    900,723)
   Purchases of bank premises & equipment (net)             (     84,935)   (    783,974)
   Purchases of investment in insurance company                        0    (     33,568)
   (Purchase) sale of other bank stock                      (    584,500)   (    239,400)
                                                             -----------      -----------
Net cash provided (used) by investing activities            (  9,207,287)   (  4,084,506)
                                                             -----------      -----------
Cash flows from financing activities:
   Net increase (decrease) in deposits                           167,659        2,227,420
   Net increase (decrease) in other borrowings                12,027,453        2,662,474
   Cash dividends paid                                      (    384,000)   (     368,000)
                                                             -----------      -----------
Net cash provided (used) by financing activities              11,811,112        4,521,894
                                                             -----------      -----------
Net increase (decrease) in cash & cash equivalents             3,234,921        1,096,185
Cash & cash equivalents, beginning balance                     3,495,604        3,650,351
                                                             -----------      -----------
Cash & cash equivalents, ending balance                      $ 6,730,525      $ 4,746,536
                                                             ===========      ===========
</TABLE>
              The accompanying notes are an integral part of these
                         condensed financial statements.




                    FNB FINANCIAL CORPORATION

                           JUNE 30, 2004
                            (UNAUDITED)

        REVIEW OF INTERIM FINANCIAL STATEMENTS

        The condensed consolidated financial statements as of and
        for the three and six month periods ended June 30, 2004 and
        2003 have been reviewed by independent certified public
        accountants.  Their report on their review is attached as
        Exhibit 99 to this 10-Q.


NOTE 1 - BASIS OF PRESENTATION

        The financial information presented at and for the six
        months ended June 30, 2004 and June 30, 2003 is unaudited.
        Information presented at December 31, 2003, is condensed
        from audited year-end financial statements.  However, this
        unaudited information reflects all adjustments, consisting
        solely of normal recurring adjustments, that are, in the
        opinion of management, necessary for a fair presentation of
        the financial position, results of operations and cash
        flows for the interim period.

NOTE 2 - PRINCIPLES OF CONSOLIDATION

        The consolidated financial statements include the accounts
        of the corporation and its wholly-owned subsidiaries, The
        First National Bank of McConnellsburg and FNB Mortgage
        Brokers, Inc.  All significant intercompany transactions
        and accounts have been eliminated.

NOTE 3 - CASH FLOWS

        For purposes of the statements of cash flows, the
        Corporation has defined cash and cash equivalents as those
        amounts included in the balance sheet captions "cash and
        due from banks" and "federal funds sold".  As permitted by
        Statement of Financial Accounting Standards No. 104, the
        Corporation has elected to present the net increase or
        decrease in deposits in banks, loans and deposits in the
        statement of cash flows.

NOTE 4 - FEDERAL INCOME TAXES

        For financial reporting purposes the provision for loan
        losses charged to operating expense is based on
        management's judgment, whereas for federal income tax
        purposes, the amount allowable under present tax law is
        deducted.  Additionally, certain expenses are charged to
        operating expense in the period the liability is incurred
        for financial reporting purposes, whereas for federal
        income tax purposes, these expenses are deducted when paid.
        As a result of these timing differences, deferred taxes
        were computed after reducing pre-tax accounting income for
        nontaxable municipal and loan income.

NOTE 5 - OTHER COMMITMENTS

        In the normal course of business, the bank makes various
        commitments and incurs certain contingent liabilities which are
        not reflected in the accompanying financial statements. These
        commitments include various guarantees and commitments to extend
        credit.  The bank does not anticipate any losses as a result of
        these transactions.

NOTE 6 - SUBSEQUENT EVENTS

        On July 16, 2004 FNB Financial Corporation's wholly owned
        subsidiary, the First National Bank of McConnellsburg, acquired
        the deposits of the Hancock Branch of Farmers and Merchants Bank
        (F&M).  Total deposits acquired aggregated $ 10,016,872 which were
        acquired at a premium of 10.66%


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

SUMMARY

Net income for the first six months of 2004 was $ 569,125 compared to
$ 712,741, for the first six months of 2003.  This represents a decrease of
$ 143,616 or 20.15% from 2003.  Net income on an adjusted per share basis
for the first six months of 2004 was $ 0.71 which is a decrease of $ 0.18
from the $ 0.89 per share for the six months ended June 30, 2003.


NET INTEREST INCOME

Total interest and dividend income for the first six months of 2004 was
$ 4,088,206 compared to $ 4,106,920 for the first six months of 2003, a
decrease of $ 18,714.

This decrease was due primarily to a small decrease in income from
Investments and interest and fees on loans.  Loan growth has stabilized and
the banks loan portfolio increased 4.35% over average balances for the
first six months of 2003.  Effective yields on earning assets continue to
be below yields realized in the first six months of 2003.  The
stabilization in the growth of earning assets and the reduced interest
margins has resulted in a decrease in interest and fees on loans of
$ 13,609.

In order to sustain desired net interest margins, deposit rates were
lowered in the end of the first quarter to decrease funding costs of the
lower rates on loans.

Interest expense for the six months ended June 30, 2004, was $ 1,564,992, a
decrease of $ 118,166 from the $ 1,683,158 for the same period in 2003.
Total deposits increased $ 3,802,130 from totals at June 30, 2003.  This
increase of $ 5,796,000 in interest bearing accounts and a decrease in
demand deposit accounts by $1,994,000 further pressured our margins.  This
coupled with the aforementioned general reduction in loan rates and the
lack of growth in loans outstanding caused an increase in net interest
income by only 4.10% over the first six months of 2003.

The bank further shored up its allowance for loan losses during the first
six months by increasing the provision by $ 80,000 or 111% over the
$ 72,000 provision over the previous period in 2003.  The net interest
margin has decreased 27 basis points to 3.69% for the first six months of
2004 from that of the first six months of 2003 which was 3.96%.  Management
will continue to competitively price its loan and deposit products to
maintain desired net interest spreads.







PROVISION AND ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses is summarized as follows:

<TABLE>
<S>                                               <C>       <C>

                                                    2004     2003
                                                    (000 Omitted)

Allowance for loan losses beginning of the year      $ 893    $ 928
   Loans charged-off during the year
      Real estate mortgages                              0        0
      Installment loans                                 69       48
      Commercial and all other                          15        0
                                                     -----    -----
         Total charge offs                              84       48
                                                     -----    -----
   Recoveries of loans previously charged-off:
      Real estate mortgages                              0        0
      Installment loans                                 24       13
      Commercial and all other                           0        0
                                                     -----    -----
         Total recoveries                               24       13
                                                     -----    -----
   Net loans charged-off (recovered)                    60       35
   Provision for loan losses charged to                152       36
operations
                                                     -----    -----
         Allowance for loan losses, June 30          $ 985    $ 929
                                                     =====    =====
</TABLE>
We utilize a comprehensive systematic review of our loan portfolio on a
quarterly basis in order to determine the adequacy of the Allowance for
Loan losses.  Each quarter the loan portfolio is categorized into various
Pools as follows:

<TABLE>
<S>        <C>
POOL #1    Specific allowances for any individually identified
              trouble loans
POOL #2    Commercial and Industrial
POOL #3    Commercial and Industrial - Real Estate Secured
POOL #4    Consumer Demand and Installment
POOL #5    Consumer Mortgage and Home Equity
</TABLE>
Lines of credit and non-secured commercial loans with balances of $ 100,000
and over are individually reviewed.  Also, loans that are 90 days or more
past due or have been previously classified as substandard are individually
reviewed.  Allocations to the Allowance for Loan Losses are based upon
classifications assigned to those loans.

Loan classifications utilized are consistent with OCC regulatory guidelines
and are as follows:

<TABLE>
<S>                 <C>
                       Allowance Factors
Loss                      Charge-off
Doubtful                   20% - 50%
Substandard                10% - 20%
Special Mention             5% - 10%
Watch                       1% -  5%
</TABLE>
The remaining portion of the Pools are evaluated as groups with allocations
made to the Allowance based on historical loss experience, current and
anticipated trends in delinquencies, and general economic conditions within
the bank's trading area.
In addition to the aforementioned internal loan review, the Bank engaged an
outside Firm to conduct an independent loan review during the first quarter
of 2004 in order to validate the methodologies used internally and to
independently test the adequacy of the Allowance for Loan Losses.

Delinquencies are well below peer group averages and management is not
aware of any problem loans that are indicative of trends, events, or
uncertainties that would significantly impact operations, liquidity or
capital.

NON-INTEREST INCOME AND EXPENSES

Total noninterest income for the first six months of 2004 increased
$ 121,737 over totals for the first six months of 2003. This was due
primarily to $ 138,741 in loan origination revenue produced by FNB Mortgage
Brokers, Inc.  This company began operations in September 2003. Operating
expenses for the period ended June 30, 2004, were $ 2,133,379, a $ 320,624
increase from the operating expenses incurred for the same period in 2003
of $1,812,755.  This increase was mainly the result of increased personnel
costs and $ 143,000 in expenses associated with FNB Mortgage Brokers, Inc.

Our income tax provision for the first six months of 2004 was $ 205,149 as
compared to $ 240,968 for the first six months of 2003. We continue to
operate with a marginal tax rate of 34% during the first six months of
2004.  The effective income tax rate for the first six months of 2004 was
26.50% compared to 25.27% for the first six months of 2003.

BALANCE SHEET AND EQUITY CHANGES

Total assets as of June 30, 2004, were $ 158,923,679, an increase of
$ 11,388,664 from the period ended June 30, 2003, representing an increase
of 7.75%.  This increase was primarily due to the increased borrowings from
the Federal Home Loan Bank.  Borrowings as of June 30, 2004, were
$ 26,708,445 compared to $ 14,680,992 as of June 30, 2003.

Total equity as of June 30, 2004, was $ 14,446,407, 9.09% of total assets,
as compared to $ 14,755,222, 10.66% of total assets as of June 30, 2003.
The decline was due to unrealized losses from the decline in market value
of investments available for sale.  At the end of the reporting period
there was a significant increase in U. S. Treasury yield rates which
resulted in a reduction in market values of our investment portfolio.  We
believe this movement to be temporary.

The Company's risk based capital ratios continue to exceed regulatory
minimum requirements.

CONTROLS AND PROCEDURES

The company's Chief Executive Officer and Chief Financial Officer
have evaluated the effectiveness of the company's disclosure
controls and procedures (as such term is defined in Rules 13a-14(c)
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) as of June 30, 2004.  Based on such evaluation,
such officers have concluded that, as of June 30, 2004, the
company's disclosure controls and procedures are effective in
alerting them on a timely basis to material information relating to
the company (including its consolidated subsidiaries) required to
be included in the company's periodic filings under the Exchange
Act.

CHANGES IN INTERNAL CONTROLS

There have not been any significant changes in the company's
internal control over financial reporting or in other factors that
could significantly affect such control during the second quarter
of 2004.















                  PART II - OTHER INFORMATION






















                  PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

          None

Item 2 - Changes in Securities

          None

Item 3 - Defaults Upon Senior Securities

          Not Applicable

Item 4 - Submission of Matters to a Vote of Security Holders

          None

Item 5 - Other Information

          None

Item 6 - Exhibits and Reports on Form 8-K

          a.   Exhibits:

     Exhibit Number Referred to
     Item 601 of Regulation S-K:         Description of Exhibit:

            31.1                  Certification of Chief Executive Officer
                                   pursuant to Section 302 of the
                                   Sarbanes-Oxley Act of 2002.

            31.2                  Certification of Chief Financial Officer
                                   pursuant to Section 302 of the
                                   Sarbanes-Oxley Act of 2002.

            32.1                  Certification of Chief Executive Officer
                                   pursuant to 18 U.S.C. Section 1350.

            32.2                  Certification of Chief Financial Officer
                                   pursuant to 18 U.S.C. Section 1350.

            99                    Report of Independent
                                   Accountant's on interim
                                   financial statements.

          b.   Reports on Form 8-K  - None

                           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.




Date  August 9, 2004           /s/John C. Duffey
                               ------------------------------------
                               John C. Duffey, President
                               and Director of the Company and
                               President/CEO of the Bank
                               (Duly Authorized Officer)



Date  August 9, 2004           /s/Dale M. Fleck
                               ------------------------------------
                               Dale M. Fleck
                               Controller of the Bank
                               (Principal Financial &
                                Accounting Officer)


                                                               Exhibit 31.1
                               CERTIFICATION

I, John C. Duffey, President/CEO, certify, that:

     1.   I have reviewed this quarterly report on Form 10-Q of FNB
          Financial Corporation.

     2.   Based on my knowledge, the quarterly 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 quarterly
          report.

     3.   Based on my knowledge, the financial statements, and other
          financial information included in this quarterly 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 quarterly 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-15(e) and
          15d-15(e)) for the registrant and we have:

          (a)  designed such disclosure controls and procedures, or caused
               such disclosure controls and procedures to be designed under
               our supervision, 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
               quarterly report is being prepared;

          (b)  evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this quarterly
               report our conclusions about the effectiveness of the
               disclosure controls and procedures, as of the end of the
               period covered by this quarterly report based on such
               evaluation; and

          (c) disclosed in this quarterly report any change in the
               registrant's internal control over financial reporting that
               occurred during the registrant's most recent fiscal quarter
               that has materially affected, or is reasonably likely to
               materially affect, the registrant's internal control over
               financial reporting.


     5.   The registrant's other certifying officer and I have disclosed,
          based on our most recent evaluation of internal control over
          financial reporting, 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 and material weaknesses in the
               design or operation of internal control over financial
               reporting which are reasonably likely to adversely affect
               the registrant's ability to record, process, summarize and
               report financial information; and

          (b)  any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal control over financial reporting.



Date: August 9, 2004                    By:  /s/John C. Duffey
     ------------------------------          --------------------
                                        John C. Duffey,
                                        President/CEO
                                        (Principal Executive
                                        Officer)



                                                               Exhibit 31.2
                               CERTIFICATION


I, Dale M. Fleck, Controller, certify, that:

     1.   I have reviewed this quarterly report on Form 10-Q of FNB
          Financial Corporation.

     2.   Based on my knowledge, the quarterly 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 quarterly
          report.

     3.   Based on my knowledge, the financial statements, and other
          financial information included in this quarterly 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 quarterly 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-15(e) and
          15d-15(e)) for the registrant and we have:

          (a)  designed such disclosure controls and procedures, or caused
               such disclosure controls and procedures to be designed under
               our supervision, 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
               quarterly report is being prepared;

          (b)  evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this quarterly
               report our conclusions about the effectiveness of the
               disclosure controls and procedures, as of the end of the
               period covered by this quarterly report based on such
               evaluation; and

          (c) disclosed in this quarterly report any change in the
               registrant's internal control over financial reporting that
               occurred during the registrant's most recent fiscal quarter
               that has materially affected, or is reasonably likely to
               materially affect, the registrant's internal control over
               financial reporting.

     5.   The registrant's other certifying officer and I have disclosed,
          based on our most recent evaluation of internal control over
          financial reporting, 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 and material weaknesses in the
               design or operation of internal control over financial
               reporting which are reasonably likely to adversely affect
               the registrant's ability to record, process, summarize and
               report financial information; and

          (b)  any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal control over financial reporting.


Date: August 9, 2004                    By:  /s/Dale M. Fleck
     ------------------------------          --------------------
                                        Dale M. Fleck
                                        Controller
                                        (Principal Financial
                                        Officer)



                                                               Exhibit 32.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of FNB Financial Corporation
(the "Company") on Form 10-Q for the period ending June 30, 2004 as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"), I, John C. Duffey, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section
906 of the Sarbanes-Oxley Act of 2002, that:

     1)  The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



                                    /s/  John C. Duffey
                                    ---------------------------
                                    Chief Executive Officer
                                    August 9, 2004



                                                               Exhibit 32.2


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of FNB Financial Corporation
(the "Company") on Form 10-Q for the period ending June 30, 2004 as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Dale M. Fleck, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section
906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



                                   /s/  Dale M. Fleck
                                   -----------------------------
                                   Chief Financial Officer
                                   August 9, 2004



                                                                 Exhibit 99

          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of DirectorsFNB Financial Corporation
McConnellsburg, Pennsylvania


     We have reviewed the accompanying consolidated balance sheet of FNB
Financial Corporation and Subsidiaries as of June 30, 2004 and the related
consolidated statements of income for the three and six months ended June
30, 2004 and 2003 and consolidated statements of comprehensive income for
the six months ended June 30, 2004 and 2003 and consolidated statements of
cash flows for the six months ended June 30, 2004 and 2003.  These
financial statements are the responsibility of the corporation's
management.

     We conducted our reviews in accordance with standards of the Public
Company Accounting Oversight Board (United States).  A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters.  It is substantially less in scope
than an audit conducted in accordance with the standards of the Public
Company Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the consolidated financial statements
taken as a whole.  Accordingly, we do not express such an opinion.

     Based on our reviews, we are not aware of any material modifications
that should be made to the accompanying consolidated financial statements
for them to be in conformity with generally accepted accounting principles.



                         /s/ Smith Elliott Kearns & Company, LLC
                         ---------------------------------------
                         SMITH ELLIOTT KEARNS & COMPANY, LLC




Chambersburg, Pennsylvania
August 9, 2004