EXHIBIT 31



CERTIFICATIONS



I, Gary L. Tice, certify that:



1. I have reviewed this quarterly report on Form 10-Q of First National Bankshares of
Florida, Inc. (the Company) for the quarter ended March 31, 2004;



2. Based on my knowledge, this 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 report;



3. Based on my
knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented
in this report;



4. The Company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 Company 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 Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238
and 34-47986];



c) evaluated the effectiveness of the
Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d) disclosed in this report any change in the Companys
internal control over financial reporting that occurred during the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting;
and



5. The Companys other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



a) all significant deficiencies in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the Company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
Companys internal control over financial reporting.



Date: May 10, 2004



/s/ Gary L. TiceGary L. TiceChairman and Chief Executive Officer (Principal Executive Officer)




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I, Robert T. Reichert, certify that:



1. I have reviewed this quarterly report on Form 10-Q of First National Bankshares of Florida, Inc. (the Company) for the
quarter ended March 31, 2004;



2. Based on my knowledge, this 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
report;



3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;



4. The Company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 Company 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 Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];



c) evaluated the effectiveness of the Companys
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d) disclosed in this report any change in the Companys internal
control over financial reporting that occurred during the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and



5. The Companys other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



a) all significant deficiencies in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the Company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
Companys internal control over financial reporting.



Date: May 10, 2004



/s/ Robert T. ReichertRobert T. ReichertSenior Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer)