UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington D.C.  20549
                                FORM 10-K/A

                              Amendment No. 1

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT of 1934.

For the fiscal year ended December 31, 2004

                                     or

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from                    to

                     Commission File Number:  000-24141

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

            Virginia                            54-1791618
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)             Identification No.)

105 Arbor Drive, Christiansburg, Virginia           24073
(Address of principal executive offices)         (Zip Code)

                              (540)382-4951
              Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:  None

        Securities registered pursuant to Section 12(g) of the Act:
                        Common stock, $5 par value

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 such 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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  YES   X   NO

The aggregate market value of voting and non-voting stock held by non-
affiliates of the registrant as of June 30, 2004, was $202,853,115.

There were 7,283,433 shares outstanding as of March 10, 2005.
<PAGE>

Explanatory Note

FNB Corporation is filing this amendment on Form 10-K/A to its Form 10-K for
the year ended December 31, 2004 to:

     (i) include the conformed signature of Brown Edwards & Company, L.L.P.,
the Corporation's independent registered public accountants, on its Report of
Independent Registered Public Accounting Firm, such signature having been
inadvertently omitted in the original Form 10-K;

    (ii) include Management's Report on Internal Control Over Financial
Reporting and the Report of Independent Registered Public Accounting Firm on
Management's Report on Internal Control Over Financial Reporting, which were
excluded from its Form 10-K in reliance on a 45 day extension of time allowed
by the SEC for companies of a certain size to file these reports; and

   (iii) to amend the Exhibit Index in Item 15, Part IV of the Form 10-K to
reflect the inclusion of updated certifications of certain executive officers
and a consent letter from Brown, Edwards & Company, L.L.P. with respect to
both its audit report and its report on management's report on internal
control over financial reporting.

Except as described above, no other changes were made to the original Form
10-K.  No changes were made within Item 8 or Exhibit 13, other than the
inclusion of the conformed signature of Brown Edwards & Company, L.L.P., the
Corporation's independent registered public accountants, on its Report of
Independent Registered Public Accounting Firm, as noted above.

Item 8. Financial Statements and Supplementary Data

The following independent registered public accountant's report, consolidated
financial statements, and supplementary financial information included in the
Corporation's 2004 Annual Report to Shareholders, which is filed as Exhibit
13 to this Form 10-K/A, are incorporated herein by reference:

           Independent Registered Public Accountant's Report
           Consolidated Balance Sheets - December 31, 2004 and 2003
           Consolidated Statements of Income and Comprehensive Income - Years
                  ended December 31, 2004, 2003,and 2002
           Consolidated Statements of Cash Flows - Years ended December 31,
                  2004, 2003, and 2002
           Consolidated Statements of Changes in Stockholders' Equity - Years
                  ended December 31, 2004, 2003, and 2002
           Notes to Consolidated Financial Statements

Item 9A. Controls and Procedures

Disclosure Controls and Procedures.

We have carried out an evaluation, under the supervision and the
participation of our management, including our President and Chief Executive
Officer (our "CEO") and our Executive Vice President and Chief Financial
Officer (our "CFO"), of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-
15(e) under the Securities Exchange Act of 1934, as amended (the "Act")) as
of the end of the fiscal year covered by this report.  Based upon that
evaluation, our CEO and CFO concluded that our disclosure controls and
procedures are effective in providing reasonable assurance that (a) the
information required to be disclosed by us in the reports that we file or
<PAGE>
submit under the Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules
and forms, and (b) such information is accumulated and communicated to our
management, including our CEO and CFO, as appropriate to allow timely
decisions regarding required disclosure.

Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that our disclosure controls and
procedures will detect or uncover every situation involving the failure of
persons within FNB to disclose material information otherwise required to be
set forth in our periodic reports.

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as such term is defined in Rule
13a-15(f) under the Exchange Act).  Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of our assets that could
have a material effect on the financial statements.

Because of the inherent limitations in any internal control, no matter how
well designed, misstatements may occur and not be prevented or detected.
Accordingly, even effective internal control over financial reporting can
provide only reasonable assurance with respect to financial statement
preparation.  Further, the evaluation of the effectiveness of internal
control over financial reporting was made as of a specific date, and
continued effectiveness in future periods is subject to the risks that
controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies and procedures may decline.

Management conducted an evaluation of the effectiveness of our system of
internal control over financial reporting as of December 31, 2004 based on
the framework set forth in "Internal Control - Integrated Framework" issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on its evaluation, management concluded that, as of December 31, 2004,
FNB's internal control over financial reporting is effective.

Our management's assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2004 has been audited by Brown,
Edwards & Company, L.L.P., an independent registered public accounting firm,
as stated in its report which is included herein.

Changes in Internal Control Over Financial Reporting.

There has been no change in our internal control over financial reporting
during the fourth quarter of the year covered by this report that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm.
<PAGE>


   ATTESTATION REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



     We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that FNB
Corporation maintained effective internal control over financial reporting as
of December 31, 2004, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the COSO criteria).  FNB Corporation's management is
responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control
over financial reporting.  Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the company's
internal control over financial reporting based on our audit.

     We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in
all material respects.  Our audit included obtaining an understanding of
internal control over financial reporting, evaluating management's
assessment, testing and evaluating the design and operating effectiveness of
internal control, and performing such other procedures as we considered
necessary in the circumstances.  We believe that our audit provides a
reasonable basis for our opinion.

     A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.  A
company's internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
<PAGE>


     In our opinion, management's assessment that FNB Corporation maintained
effective internal control over financial reporting as of December 31, 2004,
is fairly stated, in all material respects, based on the COSO criteria.
Also, in our opinion, FNB Corporation maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2004,
based on the COSO criteria.

     We have also audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance
sheets of FNB Corporation and Subsidiaries as of December 31, 2004 and 2003,
and the related consolidated statements of income and comprehensive income,
changes in stockholders' equity, and cash flows for each of the three years
in the period ended December 31, 2004 and our report dated February 18, 2005,
expressed an unqualified opinion thereon.

                                         s/Brown, Edwards & Company, L.L.P.
                                         CERTIFIED PUBLIC ACCOUNTANTS



Bluefield, West Virginia
March 30, 2005
<PAGE>

PART IV

Item 15.  Exhibits, Financial Statement Schedules

      (a)(1).  Consolidated Financial Statements.  The following independent
               registered public accountant's report and consolidated
               financial statements of FNB are incorporated by reference from
               FNB's 2004 Annual Report to Shareholders included within this
               document as Exhibit 13:

          Independent Registered Public Accountant's Report
          Consolidated Balance Sheets -- December 31, 2004 and 2003
          Consolidated Statements of Income and Comprehensive Income --
                Years Ended December 31, 2004, 2003, and 2002
          Consolidated Statements of Cash Flows --
                Years Ended December 31, 2004, 2003, and 2002
          Consolidated Statements of Changes in Stockholders' Equity --
                Years Ended December 31, 2004, 2003, and 2002
          Notes to Consolidated Financial Statements

         (2).  Financial Statement Schedules.  The financial statement
               schedules are omitted as the required information is
               inapplicable or the information is presented in the
               consolidated financial statements or related notes.

         (3).  Exhibits.
               See Index to Exhibits

      (b).     Exhibits.
               Included in item 15(a)(3) above

      (c).     Financial Statement Schedules.
               Included in item 15(a)(2) above
<PAGE>

                              SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                   FNB Corporation



                                   By: s/William P. Heath, Jr.
                                       William P. Heath, Jr.
                                       President & Chief Executive Officer

                                   Date: April 15, 2005


                                   By: s/Daniel A. Becker
                                       Daniel A. Becker
                                       Executive Vice President &
                                       Chief Financial Officer

                                   Date: April 15, 2005
<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following directors on behalf of the
registrant and in that capacity and on the dates indicated.



      Signature                                       Date

    s/Kendall O. Clay                            April 15, 2005
      Kendall O. Clay

    s/Hugh H. Bond                               April 15, 2005
      Hugh H. Bond

    s/Douglas Covington                          April 15, 2005
      Douglas Covington

    s/Beverley E. Dalton                         April 15, 2005
      Beverley E. Dalton

    s/Daniel D. Hamrick                          April 15, 2005
      Daniel D. Hamrick

    s/William P. Heath, Jr.                      April 15, 2005
      William P. Heath, Jr.

    s/F. Courtney Hoge                           April 15, 2005
      F. Courtney Hoge

    s/Steven D. Irvin                            April 15, 2005
      Steven D. Irvin

    s/Harold K. Neal                             April 15, 2005
      Harold K. Neal

    s/Raymond D. Smoot, Jr.                      April 15, 2005
      Raymond D. Smoot, Jr.

    s/Charles W. Steger                          April 15, 2005
      Charles W. Steger

    s/Carl E. Tarpley, Jr.                       April 15, 2005
      Carl E. Tarpley, Jr.

    s/Jon T. Wyatt                               April 15, 2005
      Jon T. Wyatt
<PAGE>

                                  INDEX TO EXHIBITS

Exhibit #   Description

            Plan of Merger

(2)(a)      Merger Agreement dated March 20, 2003 between FNB Corporation
            and Bedford Bancshares, Inc., incorporated by reference to
            Exhibit (2)C to Form 10-Q for the quarter ended March 31, 2003.

            Articles of Incorporation & Bylaws

(3)(i)(a)   Registrant's Articles of Incorporation, incorporated by
            reference to Exhibit 3.1 to Form 10-K for the year ended
            December 31, 1996.

(3)(i)(b)   Articles of Amendment to Articles of Incorporation, incorporated
            by reference to Exhibit 3.3 to Registration Statement on Form
            S-4 dated September 13, 2000.

(3)(i)(c)   Articles of Amendment to Articles of Incorporation, incorporated
            by reference to Exhibit (3)(i)(c) to Form 10-Q for the quarter
            ended June 30, 2002.

(3)(ii)     Registrant's Restatement of Bylaws (as amended through January
            27, 2005).

            Material Contracts

(10)A*      FNB Corporation 2000 Incentive Stock Plan, incorporated by
            reference to Appendix to Proxy Statement on Schedule 14A filed
            April 3, 2000.

(10)B*      Form of FNB Corporation Non-Qualified Stock Option Agreement for
            Non-Employee Director, incorporated by reference to Exhibit (10)B
            to Form 10-Q for the quarter ended September 30, 2004.

(10)C*      Form of FNB Corporation Restricted Stock Agreement for Employee,
            incorporated by reference to Exhibit (10)C to Form 10-Q for the
            quarter ended September 30, 2004.

(10)D*      Form of FNB Corporation Incentive Stock Option Agreement for
            Employee, incorporated by reference to Exhibit (10)D to Form
            10-Q for the quarter ended September 30, 2004.

(10)E*      Employment Agreement dated June 2, 2003 between FNB Corporation
            and William P. Heath, Jr., incorporated by reference to Exhibit
            (10)E to Form 10-Q for the quarter ended June 30, 2003.

(10)F*      First Amendment, dated December 16, 2004, to the Employment
            Agreement dated June 2, 2003 between FNB Corporation and William
            P. Heath, Jr.

(10)G*      Base Salaries for Named Executive Officers.

(10)H*      Non-exempt Directors Annual Compensation.

(10)I*      Director Retirement Plan.
<PAGE>

(10)J*      FNB Corporation Severance Pay Plan.

(13)#       2004 Annual Report to Shareholders.

(14)        Code of Conduct, incorporated by reference to Exhibit (14) to
            Form 10-K for the year ended December 31, 2003.

(21)        Subsidiaries of the Registrant.

(23)#       Consent of Brown, Edwards & Company, L.L.P.

(31)A#      Certification by Chief Executive Officer pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002.

(31)B#      Certification by Chief Financial Officer pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002.

(32)#       Certification by Chief Executive Officer and Chief Financial
            Officer, as required by Section 906 of the Sarbanes-Oxley Act
            of 2002.

______________________________________________
*Denotes management contract.
#Denotes filed herewith.