Page 28 of 28
                               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 March 31, 2003

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, 2003
--------------------------------   -----------------------------
(Common stock, $0.315 par value)             800,000

                            Page 1

                   FNB FINANCIAL CORPORATION

                             INDEX

                                                          Page
PART I  -  FINANCIAL INFORMATION

    Condensed consolidated balance sheets -
      March 31, 2003 and December 31, 2002                 4

    Condensed consolidated statements of income -
      Three months ended March 31, 2003 and 2002           5

     Condensed consolidated statements of comprehensive
       Income -
       Three months ended March 31, 2003 and 2002          6

    Condensed consolidated statements of cash flows -
      Three months ended March 31, 2003 and 2002           7

    Notes to condensed consolidated financial
      Statements                                         8 - 9

    Management's discussion and analysis of financial
      condition and results of operations               10 - 13


PART II  -  OTHER INFORMATION                              15

    Signatures                                             16

    Certifications of Principal Executive Officer
      And Principal Financial Officer                   17 - 20

    Exhibits                                            21 - 23

                           Page 2

                 PART I - FINANCIAL INFORMATION


                           Page 3

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

<TABLE>
<S>                                          <C>                 <C>
                                                  March 31,        December 31,
                                                    2003               2002
                                                 (unaudited)        (audited*)
ASSETS:
Cash and Due from                               $      5,282,995   $    3,650,351
Interest-bearing deposits with banks                   1,111,277          968,266
Investment Securities
  Held-to-maturity (Market value - 2003
    $ 542,730; 2002 $ 692,188)                           545,370          692,839
  Available-for-sale                                  22,689,048       20,583,684
  Federal Reserve, Atlantic Central Banker's
    Bank and Federal Home Loan Bank Stock                927,700          666,000
Federal Funds Sold                                       243,000                0
Loans                                                102,403,378      101,455,355
Less:  Allowance for loan losses                (        929,056)  (      928,488)
                                                 ---------------    -------------
Loans, net                                           101,474,322      100,526,867
  Bank building, equipment, furniture and              3,062,584        2,723,375
    fixtures, net
  Accrued interest receivable                            603,967          658,856
  Deferred income tax charges                             66,455           51,703
  Other real estate owned                                 66,512           66,512
  Cash surrender value of life insurance               2,429,061        2,405,020
  Other assets                                           307,983          371,932
                                                 ---------------    -------------
         Total Assets                           $    138,810,274   $  133,365,405
                                                 ===============    =============
LIABILITIES :
Deposits:
  Demand deposits                               $     16,936,285   $   13,930,687
  Savings deposits                                    27,401,807       30,520,623
  Time certificates                                   67,300,201       65,934,931
  Other time deposits                                    517,263          306,118
                                                 ---------------    -------------
      Total deposits                                 112,155,556      110,692,359
Accrued interest payable & other liabilities             796,589          999,564
Liability for other borrowed funds                    11,311,657        7,232,659
Dividends payable                                        104,000          264,000
                                                 ---------------    -------------
      Total Liabilities                              124,367,802      119,188,582
                                                 ---------------    -------------
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                                     12,040,454       11,746,170
Accumulated other comprehensive income                   360,185          388,820
                                                 ---------------    -------------
   Total Stockholders' Equity                         14,442,472       14,176,823
                                                 ---------------    -------------
      Total Liabilities & Stockholders' Equity  $    138,810,274   $  133,365,405
                                                 ===============    =============
</TABLE>


*Condensed from audited financial statements.







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

                                    Page 4


            FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                   Three Months Ended March 31, 2003 and 2002
                                   (UNAUDITED)


<TABLE>
<S>                                                      <C>               <C>
                                                               2003             2002
Interest & Dividend Income
Interest & fees on loans                                     $  1,775,304    $  1,738,041
   Interest on investment securities:
      Obligations of other U.S. Government Agencies               152,528         140,650
      Obligations of State & Political Subdivisions                90,125         107,289
   Interest on deposits with banks                                  9,812          16,434
   Dividends on Equity Securities                                   9,307           8,955
   Interest on federal funds sold                                       0          24,290
                                                             ------------    ------------
      Total Interest & Dividend Income                          2,037,076       2,035,659
                                                             ------------    ------------

Interest Expense
   Interest on deposits                                           751,150         898,188
   Interest on Other Borrowed Money                                90,514          84,194
                                                             ------------    ------------
      Total interest expense                                      841,664         982,382
                                                             ------------    ------------
      Net interest income                                       1,195,412       1,053,277
   Provision for loan losses                                       36,000          30,000
                                                             ------------    ------------
         Net interest income after provision for loan
           losses                                               1,159,412       1,023,277
                                                             ------------    ------------

Other income
      Service charges on deposit accounts                          90,837          71,200
Other service charges, collection & exchange charges,
  commissions and fees                                             55,433          53,825
      Other income                                                 67,326          55,843
      Net Securities gains/(losses)                                 2,198           8,025
                                                             ------------    ------------
      Total other income                                          215,794         188,893
                                                             ------------    ------------

Other expenses                                                    870,849         853,134
                                                             ------------    ------------
Income before income taxes                                        504,357         359,036
Applicable income taxes                                           106,073          79,816
                                                             ------------    ------------
   Net income                                                $    398,284    $    279,220
                                                             ============    ============
   Earnings per share of Common Stock:
   Net income per share                                      $       0.50    $       0.35
   Cash dividend declared per share                          $       0.13    $       0.12
   Weighted average number of shares outstanding                  800,000         800,000
</TABLE>















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

                                    Page 5

            FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                   Three Months Ended March 31, 2003 and 2002
                                   (UNAUDITED)


<TABLE>
<S>                                                   <C>            <C>
                                                             2003           2002

Net income                                               $  398,284      $  279,220
                                                         ----------      ----------
Other Comprehensive income:
Gross unrealized holding gains (losses)                 (    41,189)    (   166,396)
Reclassification adjustment for (gains)
   losses realized in net income                        (     2,198)    (     8,025)
                                                         ----------      ----------
Net unrealized holding gains (losses) before taxes      (    43,387)    (   174,421)
Tax effect                                                   14,752          59,303
                                                         ----------      ----------
Other comprehensive income (loss)                       (    28,635)    (   115,118)
                                                         ----------      ----------

Comprehensive Income                                     $  369,649      $  164,102
                                                         ==========      ==========
</TABLE>
































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

                                    Page 6

        FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                Three Months Ended March 31, 2003 and 2002

<TABLE>
<S>                                                   <C>               <C>
                                                                 (UNAUDITED)
                                                            2003              2002
Cash flows from operating activities:
  Net income                                            $    398,284      $    279,220
  Adjustments to reconcile net income to net cash
   provided by operating activities:
  Depreciation & amortization                                 81,527            60,596
  Provision for loan losses                                   36,000            30,000
  Net (gain)/loss on sales of investments               (      2,198)     (      8,025)
  (Increase) decrease in accrued interest receivable          54,889      (     52,581)
  Deferred Income Taxes                                            0      (      2,675)
  Increase (decrease) in accrued interest payable and
    other liabilities                                   (    202,975)     (     90,816)
  Increase in cash value of insurance                   (     24,041)     (     22,973)
  (Increase) decrease in other assets                         63,949      (    115,423)
                                                         -----------       -----------
Net cash provided (used)by operating activities              405,435            77,323
                                                         -----------       -----------
Cash flows from investing activities:
  Net (increase) decrease in interest-bearing
    deposits with banks                                 (    143,011)          322,636
  Purchases of Available-for-sale securities            (  3,904,356)     (    119,560)
  Proceeds from maturities and calls of securities         1,905,272         1,189,875
  Proceeds from sale of available for sale securities              0            48,150
  Net (increase) decrease in loans                      (    983,455)     (  1,820,282)
  Proceeds from sale of Other real estate owned                    0            20,250
  Purchases of bank premises & equipment (net)          (    420,736)     (      6,365)
  Proceeds from Sale of Furniture & Fixtures                       0            12,069
  Sale (purchase) of other bank stock                   (    261,700)          332,000
                                                         -----------       -----------
Net cash provided (used) by investing activities        (  3,807,986)     (     21,227)
                                                         -----------       -----------
Cash flows from financing activities:
  Net increase (decrease) in deposits                      1,463,197      (  1,291,193)
  Net increase (decrease) in Other borrowings              4,078,998      (      1,418)
  Cash dividends paid                                   (    264,000)     (    216,000)
                                                         -----------       -----------
Net cash provided (used) by financing activities           5,278,195      (  1,508,611)
                                                         -----------       -----------
Net increase (decrease) in cash & cash equivalents         1,875,644      (  1,452,515)
Cash & cash equivalents, beginning balance                 3,650,351        11,400,929
                                                         -----------       -----------
Cash & cash equivalents, ending balance                 $  5,525,995      $  9,948,414
                                                         ===========       ===========
</TABLE>











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

                                  Page 7

                    FNB FINANCIAL CORPORATION
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         MARCH 31, 2003
                           (UNAUDITED)

REVIEW OF INTERIM FINANCIAL STATEMENTS

     The condensed consolidated financial statements as of and
     for the three month periods ended March 31, 2003 and 2002
     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, 2003 and March 31, 2002 is unaudited.
     Information presented at December 31, 2002, 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 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.

                                  Page 8

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.



                                  Page 9



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

SUMMARY

Net income for the first three months of 2003 was $ 398,284,
compared to $ 279,220 for the first three months of 2002.  This
represents an increase of $ 119,064 or 42.6% from 2002.  Net
income on an adjusted per share basis for the first three months
of 2003 was $ 0.50 which is an increase of $ 0.15 from the $ 0.35
per share for the three months ended March 31, 2002.

NET INTEREST INCOME

Total interest and dividend income for the first three months of
2003 was $ 2,037,076 compared to $ 2,035,659 for the first three
months of 2002, an increase of $ 1,417.

This increase was due primarily to growth in the loan portfolio.
This growth was concentrated in commercial loans and real estate
mortgages which increased 1% and 14.8%, respectively, over
average balances for the first quarter of 2002.  Effective yields
on earning assets continue to be below yields realized in the
first quarter of 2002.  The increases in the volume of earning
assets and the shift in the growth of earning assets more toward
higher yielding loans has offset the decreases in average yields
to allow for a slight increase in interest income over totals for
the first three months of 2002.

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

Interest expense for the three months ended March 31, 2003, was
$ 841,664, a decrease of $ 140,718 from the $ 982,382 for the
same period in 2002.  Total deposits increased $ 1,484,369 from
totals at March 31, 2002.  This increase was concentrated in
demand deposit accounts which represent the lowest cost of funds.
This coupled with the aforementioned general reduction in deposit
rates and the increase in volume of earning assets allowed us to
produce a 13.5% increase in net interest income over first
quarter 2002.

The net interest margin has increased 56 basis points to 3.96%
for the first three months of 2003 from that of the first three
months of 2002 which was 3.40%.  Management will continue to
competitively price its loan and deposit products to maintain
desired net interest spreads.

                                  Page 10

PROVISION AND ALLOWANCE FOR LOAN LOSSES

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

<TABLE>
<S>                                                <C>     <C>
                                                    2003    2002
                                                    (000 Omitted)

Allowance for loan losses beginning of the year      $ 928   $ 884
   Loans charged-off during the year
      Real estate mortgages                              0       9
      Installment loans                                 48      27
      Commercial and all other                           0       0
                                                     -----   -----
         Total charge offs                              48      36
                                                     -----   -----

   Recoveries of loans previously charged-off:
      Real estate mortgages                              0       0
      Installment loans                                 13       6
      Commercial and all other                           0       0
                                                     -----   -----
         Total recoveries                               13       6
                                                     -----   -----
   Net loans charged-off (recovered)                    35      30
   Provision for loan losses charged to
     operations                                         36      30
                                                     -----   -----
         Allowance for loan losses, March 31         $ 929   $ 884
                                                     =====   =====
</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  Guaranteed Loans and Farmers and Commercial
POOL #6  Consumer Mortgage and Home Equity
POOL #7  Real Estate Secured - Farmland
</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.

                            Page 11

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 2003 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 three months of 2003
increased $ 26,901 over totals for the first quarter of 2002 due
primarily to service charges on deposit accounts 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, 2003, were $ 870,849, a $ 17,715 increase from
the operating expenses incurred for the same period in 2002 of
$ 853,134.  This increase was mainly the result of increases in
data processing costs as the bank was completing a core system
conversion in March 2003.

Our income tax provision for the first three months of 2003 was
$ 106,073 as compared to $ 79,816 for the first three months of
2002. We continue to operate with a marginal tax rate of 34%
during the first quarter of 2003.  The effective income tax rate
for the first three months of 2003 was 21.03% compared to 22.23%
for the first three months of 2002.

BALANCE SHEET AND EQUITY CHANGES

Total assets as of March 31, 2003, were $ 138,810,274, an
increase of $ 8,085,083 from the period ended March 31, 2002,
representing an increase of 6.2%.  This increase was primarily
due to the aforementioned growth in the loan portfolio.  Loans as
of March 31, 2003, were $ 102,403,378 compared to $ 92,842,360 as
of March 31, 2002.

Total equity as of March 31, 2003, was $ 14,442,472, 10.40% of
total assets, as compared to $ 13,456,099, 10.29% of total assets
as of March 31, 2002.

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

                            Page 12

CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures.  The
     company maintains controls and procedures designed to ensure
     that information required to be disclosed in the reports
     that the company files or submits under the Securities
     Exchange Act of 1934 is recorded, processed, summarized, and
     reported within the time periods specified in the rules and
     forms of the Securities and Exchange Commission.  Based upon
     their evaluation of those controls and procedures performed
     within 90 days of the filing date of this report, the chief
     executive and chief financial officers of the company
     concluded that the company's disclosure controls and
     procedures were adequate.

(b)  Changes in internal controls.  The Company made no
     significant changes in its internal controls or in other
     factors that could significantly affect these controls
     subsequent to the date of the evaluation of the controls by
     the Chief Executive or Chief Financial officers.


                            Page 13

                   PART II - OTHER INFORMATION

                            Page 14


                  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

          99                       Report of independent
                                   Accountant's on interim
                                   financial statements

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

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

          b.  Reports on Form 8-K  - None

                            Page 15

                           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 May 9, 2002              /s/Dale M. Fleck
                              (Dale M. Fleck
                              Controller of the Bank
                              Principal Financial &
                              Accounting Officer)

                            Page 16

                          CERTIFICATION


I, John C. Duffey, President and 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-14 and 15d-
14) for the registrant and we have:

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

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

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

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

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


                            Page 17


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

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


Date:     May 9, 2003              By:/s/John C. Duffey
                                 John C. Duffey
                                 President & CEO
                                 (Principal Executive
                                 Officer)



                            Page 18


                          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-14 and 15d-
14) for the registrant and we have:

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

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

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

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

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



                            Page 19


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

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



Date:     May 9, 2002              By:/s/Dale M. Fleck
                                 Dale M. Fleck
                                 Controller
                                 (Principal Financial
                                 Officer)

                            Page 20
                                                       Exhibit 99

                 INDEPENDENT ACCOUNTANT'S REPORT
Board of DirectorsFNB Financial Corporation
McConnellsburg, Pennsylvania


     We have reviewed the accompanying consolidated balance sheet
of FNB Financial Corporation and Subsidiary as of March 31, 2003
and the related consolidated statements of income for the three
months ended March 31, 2003 and 2002 and consolidated statements
of comprehensive income for the three months ended March 31, 2003
and 2002 and consolidated statements of cash flows for the three
months ended March 31, 2003 and 2002.  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 9, 2003

                            Page 21


                                                     EXHIBIT 99.1


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
March 31, 2003 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 final condition and
results of operations of the Company.










                              /s/  John C. Duffey
                              John C. Duffey
                              Chief Executive Officer
                              May 9, 2003







                            Page 22


                                                     EXHIBIT 99.2



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
March 31, 2003 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 final condition and
results of operations of the Company.










                              /s/  Dale M. Fleck
                              Dale M. Fleck
                              Chief Financial Officer
                              May 9, 2003



                            Page 23