FORM 10-Q/A
               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 March 31, 2002

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 March 31, 2002
(Common stock, $0.315 par value)	800,000



	FNB FINANCIAL CORPORATION

	INDEX


                            Page
PART I  -  FINANCIAL INFORMATION

           Condensed consolidated balance sheets -
	     March 31, 2002 and December 31, 2001              4

	   Condensed consolidated statements of income -
	     Three months ended March 31, 2002 and 2001        5

           Condensed consolidated statements of
             comprehensive income -
             Three months ended March 31, 2002 and 2001        6

 	   Condensed consolidated statements of cash flows -
	     Three months ended March 31, 2002 and 2001        7

 	   Notes to condensed consolidated financial
	     statements                                      8-9

	   Management's discussion and analysis of
             financial condition and results of operations 10-11


PART II  -  OTHER INFORMATION                                 13

	   Signatures                                         14

 	   Exhibits                                        15-17






















	      PART I - FINANCIAL INFORMATION


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

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

				  March 31,		 December 31,
				    2002		    2001
				(unaudited)	 	  (audited*)
ASSETS:


Cash and Due from 		$   3,948,414		$   5,400,929
Interest-bearing deposits
   with banks			    2,249,938		    2,572,574
Investment Securities
   Held-to-maturity (Market
      value - 2002 $ 1,027,510;
      2001 $ 1,088,459)		    1,073,983		    1,114,764
Available-for-sale	           18,310,210		   19,554,290
Federal Reserve, Atlantic
   Central Banker's Bank and
   Federal Home Loan Bank Stock       501,700                 833,700
Federal Funds Sold		    6,000,000               6,000,000
Loans 				   92,842,360		   91,050,008
Less:  Allowance for loan
   losses			(     884,400)		(     882,330)
Loans, net			   91,957,960		   90,167,678
Bank building, equipment,
   furniture and fixtures, net 	    2,848,115               2,914,416
Accrued interest receivable           672,045                 619,464
Deferred income tax charges	      254,110		      160,529
Other real estate owned		       83,318		      103,568
Cash surrender value of
   life insurance		    2,336,102		    2,313,129
Other assets			      489,296		      405,475
      Total Assets		$ 130,725,191		$ 132,160,516

LIABILITIES :
Deposits:
Demand deposits			$  13,385,572		$  13,343,930
Savings deposits		   30,999,098		   32,659,787
Time certificates		   65,755,610		   65,647,473
Other time deposits		      530,907		      311,190
Total deposits			  110,671,187		  111,962,380
Accrued interest payable
   & other liabilities		    1,099,865		    1,190,681
Liability for other
   borrowed funds		    5,402,040		    5,403,458
Dividends payable		       96,000	              216,000
Total Liabilities		  117,269,092		  118,772,519

STOCKHOLDERS' EQUITY:
Capital stock, Common, par
   value $ 0.315; 6,000,000
   shares authorized; 800,000
   outstanding			      252,000		      252,000
Additional paid-in capital	    1,789,833		    1,789,833
Retained earnings		   11,308,077		   11,124,857
Accumulated other comprehensive
   income		              106,189		      221,307
Total Stockholders' Equity	   13,456,099		   13,387,977
Total Liabilities & Stockholders'
   Equity			$ 130,725,191		$ 132,160,516
</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 March 31, 2002 and 2001
                                (UNAUDITED)
<TABLE>
<S>						<C>		<C>

						    2002	    2001
Interest & Dividend Income
Interest & fees on loans			$ 1,738,041	$ 1,781,087
   Interest on investment securities:
      Obligations of other U.S. Government
	Agencies				    140,650	    289,655
      Obligations of State & Political
        Subdivisions	  			    107,289	    100,166
   Interest on deposits with banks		     16,434	     19,258
   Dividends on Equity Securities		      8,955	     16,286
   Interest on federal funds sold		     24,290	     38,440
      Total Interest & Dividend Income		  2,035,659	  2,244,892

Interest Expense
   Interest on deposits				    898,188	  1,153,683
   Interest on Other Borrowed Money		     84,194	     81,781
      Total interest expense			    982,382	  1,235,464
      Net interest income			  1,053,277	  1,009,428
Provision for loan losses			     30,000	     36,000
Net interest income after provision for
   loan losses					  1,023,277	    973,428

Other income
   Service charges on deposit accounts		     71,200	     49,842
   Other service charges, collection &
      exchange charges, commissions and fees	     53,825	     62,404
   Gain/(loss) on Sale of Other Real Estate	          0	(    10,887)
   Other income 				     55,843	     41,809
   Net Securities gains/(losses)		      8,025	      6,235
      Total other income			    188,893	    149,403

Other expenses					    853,134	    844,473
      Income before income taxes		    359,036	    278,358
      Applicable income taxes			     79,816	     41,103
   Net income					$   279,220	$   237,255
   Earnings per share of Common Stock:

   Net income per share				     $ 0.35	     $ 0.30

Cash dividend declared per share		     $ 0.12	     $ 0.11

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

            Three Months Ended March 31, 2002 and 2001
                              (UNAUDITED)


<TABLE>
<S>						<C>		<C>
						    2002	    2001

Net income					$  279,220	$  237,258
Other Comprehensive income:
   Gross unrealized holding gains (losses)	(  166,396)	   406,296
   Reclassification adjustment for (gains)
     losses realized in net income		(    8,025)	(    6,235)
   Net unrealized holding gains (losses)
     before taxes				(  174,421)	   400,061
   Tax effect					    59,303	(  136,021)
   Other comprehensive income (loss)		(  115,118)	   264,040

Comprehensive Income				$  164,102	$  501,928
</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
	          Three Months Ended March 31, 2002 and 2001
<TABLE>
<S>						<C>		<C>
							(UNAUDITED)
						    2002	   2001
Cash flows from operating activities:
   Net income					$   279,220	$   237,255
   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Depreciation & amortization		     60,596	     72,103
      Provision for loan losses			     30,000	     36,000
      Net (gain)/loss on sales of investments	(     8,025)	(     6,235)
      (Increase) decrease in accrued interest
         receivable				(    52,581)	     91,233
      (Gain)/Loss on Disposal of Other Real
	 Estate  					  0	     10,887
      Deferred Income Taxes 			(     2,675)	(    17,781)
      Increase (decrease) in accrued interest
 	 payable and other liabilities		(    90,816)	    105,132
      Increase in cash value of insurance	(    22,973)	(    26,444)
      Increase in other assets			(   115,423)	(   167,594)
Net cash provided (used)by operating activities	     77,323	    334,556
Cash flows from investing activities:
   Net (increase) decrease in interest-bearing
      deposits with banks			    322,636	( 1,072,946)
   Purchases of Available-for-sale securities	(   119,560)	(   635,000)
   Proceeds from maturities and calls of
      securities				   1,189,875	  3,372,170
   Proceeds from sale of available for sale
      securities				      48,150 	     22,970
   Net (increase) decrease in loans	        (  1,820,282)	( 1,430,050)
   Proceeds from sale of Other real estate
      owned					      20,250	     34,463
   Purchases of bank premises & equipment (net)	(      6,365)	(    54,144)
   Proceeds from Sale of Furniture & Fixtures	      12,069	          0
   Sale of other bank stock		             332,000	          0
Net cash provided (used) by investing activities(     21,227)	    237,463
Cash flows from financing activities:
   Net increase (decrease) in deposits		(  1,291,193)	  3,017,735
   Net increase (decrease) in Other borrowings  (      1,418)	(   769,327)
   Cash dividends paid				(    216,000)	(   192,000)
Net cash provided (used) by financing activities(  1,508,611)	  2,056,408
Net increase (decrease) in cash & cash
   equivalents					(  1,452,515)	  2,628,427
Cash & cash equivalents, beginning balance	  11,400,929	  4,020,479
Cash & cash equivalents, ending balance 	$  9,948,414	$ 6,648,906
</TABLE>



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



                 FNB FINANCIAL CORPORATION
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     MARCH 31, 2001
                       (UNAUDITED)

REVIEW OF INTERIM FINANCIAL STATEMENTS

The condensed consolidated financial statements as of and for
the three month periods ended March 31, 2002 and 2001 have
been reviewed by independent certified public accountants.
The 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 three
	months ended March 31, 2002 and March 31, 2001 is
	unaudited.  Information presented at December 31, 2001, 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 subsidiary, The First
	National Bank of McConnellsburg.  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 time 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.




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

Net income for the first three months of 2002 was $ 279,220,
compared to $ 237,255 for the first three months of 2001.  This
represents an increase of $ 41,965 or 17.7% from 2001.  Net
income on an adjusted per share basis for the first three months
of 2002 was $ 0.35 which is an increase of $ 0.05 from the $ 0.30
per share for the three months ended March 31, 2001.

Total interest and dividend income for the first three months of
2002 was $ 2,035,659 compared to $ 2,244,892 for the first three
months of 2001, a decrease of $ 209,233.

This decrease was due primarily to the downward trend of
effective yields on earning assets as rates continue to be well
below yields realized in the first quarter of 2001.  Although the
loan portfolio has grown by $ 7,500,372 or 8.8% over totals at
the end of the first quarter of 2001, the decreasing interest
rate environment along with a shift of earning assets from
investments to Federal funds has resulted in a 9.3% decrease in
total interest income from first quarter of 2001.

Due to the depressed interest rate environment, investment
securities with call features have been exercised by the issuer
resulting in excess funds being invested in lower yielding
federal funds until such time as they can be invested in loans or
other securities.

In order to sustain desired net interest margins, deposit rates
were lowered to decrease our funding costs.

Interest expense for the three months ended March 31, 2002, was
$ 982,382, a decrease of $ 253,082 from the $ 1,235,464 for the
same period in 2001.  Total deposits increased $ 4,020,964 from
totals at March 31, 2001.  This increase was concentrated in
demand deposit accounts which represent our lowest cost of funds.
This coupled with the aforementioned general reduction in deposit
rates decreased the cost of funds enough to more than compensate
for the decrease in interest income and allowed us to produce a
slightly higher net interest income over first quarter 2001.

The tax-adjusted net interest margin has decreased 27 basis
points to 3.40% for the first three months of 2002 from that of
the first three months of 2001 which was 3.67%.  Management will
continue to competitively price its loan and deposit products
while maintaining desired net interest spreads.

Total noninterest income for the first three months of 2002
increased $ 39,490 over totals for the first quarter of 2001 due
to security gains, trust referral income and net earnings from
the Company's investment in CBIA, which is a joint venture with
several other community banks to provide property and casualty


insurance products.  Operating expenses for the period ended
March 31, 2002, were $ 853,134, a $ 8,661 increase from the
operating expenses incurred for the same period in 2001 of
$ 844,473.  This increase was mainly the result of a increases in
wages and benefits.

Our income tax provision for the first three months of 2002 was
$ 79,816 as compared to $ 41,103 for the first three months of
2001.  We continue to operate with a marginal tax rate of 34%
during the first quarter of 2002.  The effective income tax rate
for the first three months of 2002 was 22.23% a 7.46% increase
compared to 14.77% for the first three months of 2001.

Total assets as of March 31, 2002, were $ 130,725,191, a decrease
of $ 1,435,325 from the period ending December 31, 2001,
representing a decrease of 1.1%.  This decrease was primarily due
to a 1.3 million decrease in deposits during the first quarter of
2002 which was anticipated as a result of adjusting rates
downward.  Loans as of March 31, 2002, were $ 92,842,360 compared
to $ 91,050,008 as of December 31, 2001, an increase of
$ 1,792,352 or 2.0%, a result of commercial loan settlements.
The allowance for loan losses at the end of the three months was
$ 884,400 compared to $ 882,330 at year end 2001.  The provision
for loan losses for the first three months of 2002 was $ 30,000
compared to $ 36,000 for the first three months of 2001.

Total equity as of March 31, 2002, was $ 13,456,099, 10.29% of
total assets, as compared to $ 13,387,997, 10.13% of total assets
as of December 31, 2001.

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


	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

                    27	                    Financial data schedule
                    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.




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



Date July 26, 2002		        	/s/Dale M. Fleck
						(Dale M. Fleck
	                                        Controller of the Bank
                                                Principal Financial &
                                                Accounting Officer)




EX-27
ARTICLE 9 FDS FOR 10-Q

9
1,000

3-MOS
DEC-31-2002
MAR-31-2002
3,948
2,250
6,000
0
18,310
1,074
1,028
92,842
884
130,725
110,671
0
1,196
5,402
252
0
0
13,204
130,725
1,738
257
41
2,036
898
982
1,054
30
8
853
359
359
0
0
279
..35
..35
3.40
594
1,079
0



860
882
36
8
884
884
0
0






                            EXHIBIT 99
                   INDEPENDENT ACCOUNTANT'S REPORT




Board of Directors
FNB Financial Corporation
McConnellsburg, Pennsylvania


	We have reviewed the accompanying consolidated balance sheet
of FNB Financial Corporation and Subsidiary as of March 31, 2002
and the related consolidated statements of income for the three
month periods ended March 31, 2002 and 2001 and consolidated
statements of comprehensive income for the three months ended
March 31, 2002 and 2001 and consolidated statements of cash flows
for the three months ended March 31, 2002 and 2001.  These
financial statements are the responsibility of the corporation's
management.

	We conducted our reviews in accordance with standards
established by the American Institute of Certified Public
Accountants.  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 generally accepted auditing
standards, 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.



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




Chambersburg, Pennsylvania
May 7, 2002