FORM 10-K-ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington D.C.  20549
                              FORM 10-K
(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, 1998                                   
                                     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:             333-2524                               
                               FNB Corporation                            
              (Exact name of registrant as specified in its charter)

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

105 Arbor Drive, Christiansburg, Virginia           24068                       
(Address of principal executive offices)         (Zip Code)

                              (540) 382-4951                                  
                 Registrant's telephone number, including area code)
                                                                              
     (Former name, former address and former fiscal year, if changed since 
      last report.)

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. [X]

The aggregate market value of voting stock held by non-affiliates of the 
registrant as of March 12, 1999, was $76,789,064.

             3,722,139 shares outstanding as of March 12, 1999
<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Corporation's Annual Report to Stockholders for the year ended 
December 31, 1998, are incorporated into Parts I and II hereof.  Portions of 
the Corporation's Notice of Annual Meeting and Proxy Statement for the Annual 
Meeting of May 11, 1999, are incorporated into Part III hereof.
<PAGE>

                             TABLE OF CONTENTS
PART I

Item 1.   Business
                General
                Competition
                Loan Commitments
                Deposit Concentrations
                Employees
                Securities Act Guide 3. Statistical
                    Disclosure by Bank Holding Companies
Item 2.   Properties                                         
Item 3.   Legal Proceedings
Item 4.   Submission of Matters to a Vote of
          Security Holders              
PART II

Item 5.   Market for the Bank's Common Stock and
          Related Security Holder Matters                         
Item 6.   Selected Financial Data                                 
Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations           
Item 8.   Financial Statements and Supplementary Data            
Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure               

PART III 

Item 10.  Directors and Executive Officers of the Bank         
Item 11.  Executive Compensation                               
Item 12.  Security Ownership of Certain Beneficial Owners
          and Management                                       
Item 13.  Certain Relationships and Related Transactions       

PART IV

Item 14.  Exhibits, Financial Statement Schedules, 
          and Reports on Form 8-K                        
          Signatures                                     
          Index to Consolidated Financial Statements    
          Index to Exhibits                              
<PAGE>

                                PART I

Item 1. Business

General.  Subsequent to December 31, 1995, The Board of Directors of First 
National Bank (the "Bank") approved a reorganization whereby a bank holding 
company (FNB Corporation) was incorporated under the laws of the Commonwealth 
of Virginia.  On June 11, 1996, the shareholders of the Bank approved a plan 
for the holding company to exchange one share of its stock for each share of 
stock of the Bank.  A registration statement was filed with the Securities and 
Exchange Commission (SEC) to register the stock of the holding company, and 
such registration statement was subsequently declared effective by the SEC.  
On July 11, 1996, the Office of the Comptroller of the Currency (OCC) approved 
the plan, and the exchange was subsequently consummated.  As a result, the 
Bank became a wholly owned subsidiary of the holding company during the third 
quarter of 1996, and the holding company began filing periodic reports under 
the Securities Exchange Act of 1934.  Prior to the consummation of the 
exchange, the Bank filed periodic reports with the OCC.

The financial statements included herein reflect the balances and activity of 
the Bank and its subsidiaries for periods ending prior to the consummation  of 
the reorganization and of the holding company and its subsidiaries 
(collectively, the "Corporation") for periods ending subsequent to the 
reorganization.  The exchange of stock was accounted for using the pooling of 
interests method.  That is, the bases of the assets and liabilities of the 
Bank prior to the reorganization were carried forward without adjustment.  
Because of this, and because the holding company's revenues, expenses and 
changes in financial position subsequent to the reorganization have been 
minimal, the consolidated financial statements for periods subsequent to the 
reorganization are comparable to those for periods prior to the 
reorganization.

First National Bank, which was organized in 1905, does a general banking 
business, serving the commercial, agricultural, and personal banking needs of 
its trade territory, commonly referred to as the New River Valley, which 
consists of Montgomery County, Virginia and portions of surrounding counties. 
The Bank engages in and offers a full range of banking services, including 
trust services; demand, savings, and time deposits used to fund the loan 
demand in our trade area; commercial, farm, consumer installment, mortgage, 
credit card, FHA and SBA guaranteed loans.

Under national banking law, nontraditional activities of a bank must be 
operated through a corporate subsidiary of the bank.  During 1992, FNB formed 
a wholly-owned subsidiary in order to expand its business operations.  FNB 
Financial Services, Inc. is a member of the Virginia Title Center, L.L.C. and 
acts as an agent in the issuance of title insurance policies.  Additionally, 
this subsidiary has been licensed by the Commonwealth of Virginia to offer 
annuity products through First National's Trust Department.  Any reference in 
this report to the operations of the Corporation shall include the activities 
of FNB Financial Services, Inc.

The local economy is tied primarily to the area's three largest employers - 
Virginia Polytechnic Institute and State University, with a student population 
in excess of 23,000; Radford University, with a student population in excess 
<PAGE>

of 9,000; and the Radford Arsenal, a large munitions plant operated under 
contract to the U.S. Army by the Hercules Corporation.  Other industries 
include a wide variety of manufacturing concerns and agriculture-related 
enterprises.  The Bank's main office is located in Christiansburg, the County 
Seat, with offices strategically located to take advantage of its trade area's 
population mix.  Of the Bank's twelve full service offices, nine are located 
in Montgomery County, one in the City of Radford, one in the Town of Dublin 
and one in Wythe County.  One paying and receiving office is located in 
Montgomery County.  

Refer to the Corporation's 1998 Annual Report to Stockholders under the 
heading "Selected Consolidated Financial Information" for a five year summary 
of selected consolidated financial information which is incorporated by 
reference into this Form 10-K.

Construction of a new corporate headquarters facility was completed during the 
first quarter of 1997.

Competition.  The Corporation is the largest bank in the area, with 
approximately 65 percent of those deposits held by independent banks.  It is 
estimated that the Corporation holds 37 percent of total deposits in its trade 
area including the offices of those state-wide and multi-state bank holding 
companies located in our trade area. Competition in the trade area consists of 
six state-wide and multi-state bank holding companies, one independent bank, 
two offices of a regional bank, and five credit unions.

Loan Commitments.  The portfolio is not concentrated within any single 
industry or group of related industries, nor is there any material risk other 
than that which is expected in the normal course of business of a bank in this 
location. Corporation policy establishes lending limits for each officer.  
Loan requests for amounts exceeding loan officer lending authority are 
referred to the officer loan committee which can approve loans up to 80% of 
the bank's legal lending limit. Loan requests exceeding this limit are 
referred to the Executive Committee of the Board of Directors.  The following 
table relates outstanding loans for the dates indicated (in thousands):
<TABLE>
<CAPTION>

                                    December 31,               
                                1998             1997
<S>                         <C>                <C>
Commercial                  $  85,536           64,247
Consumer                       66,526           66,059
Real estate - commercial       65,165           56,404
Real estate - construction     16,686            8,657
Real estate - mortgage         94,686           95,703
      Total loans           $ 328,599          291,070
</TABLE>

The Corporation is a party to financial instruments with off-balance-sheet 
risk in the normal course of business to meet the financing needs of its 
customers. These financial instruments include commitments to extend credit 
and standby letters of credit.  Those instruments involve, to varying degrees, 
elements of credit risk in excess of the amount recognized in the balance 
sheet.  The contract amounts of those instruments reflect the extent of 
involvement the Corporation has in particular classes of financial 
instruments.
<PAGE>

The Corporation's exposure to credit loss in the event of nonperformance by 
the other party to the financial instrument for commitments to extend credit 
and standby letters of credit is represented by the contractual amount of 
those instruments.  The Corporation uses the same credit policies in making 
commitments and conditional obligations as it does for on-balance-sheet 
instruments.

Except for unused home equity lines totaling $27,008 at December 31, 1998, and 
$14,526 at December 31, 1997, the Corporation may not require collateral or 
other security to support the following financial instruments with credit risk 
(in thousands):
<TABLE>
<CAPTION>
                                                    December 31,            
                                                1998            1997
                                                  Contract Amounts
Financial instruments whose contract amounts 
represent credit risk:                   
<S>                                         <C>              <C>    
Commitments to extend credit                 $  86,583        63,194
Standby letters of credit and
  financial guarantees written                   6,252         4,300
</TABLE>

Commitments to extend credit are agreements to lend to a customer as long as 
there is no violation of any condition established in the contract.  

Commitments generally have fixed expiration dates or other termination clauses 
and may require payment of a fee.  Since many of the commitments are expected 
to expire without being drawn upon, the total commitment amounts do not 
necessarily represent future cash requirements.  The Corporation evaluates 
each customer's credit worthiness on a case-by-case basis.  The amount of 
collateral obtained, if deemed necessary by the Corporation upon extension of 
credit, is based on management's credit evaluation of the customer.  
Collateral held varies but may include securities, accounts receivable, 
inventory, property, plant and equipment, and income-producing commercial 
properties.

Standby letters of credit are conditional commitments issued by the 
Corporation to guarantee the performance of a customer to a third party.  
Those guarantees are primarily issued to support public and private borrowing 
arrangements, including commercial paper, bond financing, and similar 
transactions.  The credit risk involved in issuing letters of credit is 
essentially the same as that involved in extending loans to customers.  
Collateral held varies but may include securities, accounts receivable, 
inventory, property, plant and equipment and income-producing commercial 
properties.

Deposit Concentrations.  The Corporation's deposits are obtained from a wide 
range of depositors.  There are no material concentrations of deposits from 
any individual or organization.

Employees.  The Corporation had 212 full-time equivalent employees as of 
December 31, 1998, of which 66 were officers.

Securities Act Guide 3. Statistical Disclosure by Bank Holding Companies.  The 
following schedules are included:
<PAGE>

Average Balance Sheets
Rate/Volume Variance
Securities Available-For-Sale at Fair Value
Securities Held-To-Maturity at Amortized Cost
Securities--Maturity/Yield Schedule
Types of Loans
Loan Maturities and Interest Sensitivity
Nonperforming Assets and Past Due Loans
Pro forma/Recorded Interest on Nonaccrual Loans
Analysis of Allowance for Loan Losses
Allocation of Allowance for Loan Losses
Deposit Maturities
Interest Sensitivity Analysis
<PAGE>
<TABLE>
<CAPTION>

AVERAGE BALANCE SHEET
                                                         1998
                                                                  Average
                                           Average     Income/    Yield/
(thousands)                                Balance     Expense    Rate
<S>                                      <C>          <C>        <C> 
ASSETS
Loans (Net of unearned income) (1)(2)    $ 312,369      29,980      9.60%
Securities:
   Taxable                                  49,206       3,082      6.26
   Nontaxable (2)                           46,425       3,452      7.44
     Total securities                       95,631       6,534      6.83
Federal funds sold                           9,518         507      5.33
     Total interest-earning assets         417,518      37,021      8.87
Allowance for loan losses                   (4,401)  
Cash and due from banks, noninterest-
   bearing                                  10,415
Bank premises and equipment, net            12,642
Other real estate owned                         37
Other assets                                 4,788
     Total assets                        $ 440,999

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing deposit:
   Demand and savings                    $ 105,744        2,958     2.80%
   Time                                    173,533        9,801     5.65
   Certificates of deposit of
     $100,000 and over                      49,607        2,870     5.79
     Total interest-bearing deposits       328,884       15,629     4.75
Federal funds purchased and securities
   sold under agreements to repurchase       6,496          261     4.02
Other borrowed funds                        22,612        1,283     5.67
ESOP debt                                      874           76     8.70
Subordinated capital notes                       0            0     0.00
     Total interest-bearing liabilities    358,866       17,249     4.81
Demand deposits, noninterest-bearing        36,239  
Other liabilities                            3,539
Stockholders' equity                        42,355
     Total liabilities and stockholders'
       equity                            $ 440,999

Interest income and rate earned                       $  37,021      8.87%
Interest expense and rate paid                           17,249      4.81
Interest rate spread                                                 4.06
NET INTEREST INCOME AND NET YIELD
   ON AVERAGE EARNING ASSETS                          $  19,772      4.74%
</TABLE>

(1) Interest on nonaccrual loans has been included only to the extent
reflected in the statements of income.  Nonaccrual loans are included in
average balances for yield computations.
(2) Income and rates on non-taxable loans and securities are computed on a tax 
equivalent basis using a federal tax rate of 34% for 1998.
<PAGE>
<TABLE>
<CAPTION>

AVERAGE BALANCE SHEET
                                                        1997
                                                                  Average
                                           Average     Income/    Yield/
(thousands)                                Balance     Expense    Rate
<S>                                     <C>           <C>         <C> 
ASSETS
Loans (Net of unearned income) (1)(2)    $ 278,824      26,959      9.67%
Securities:
   Taxable                                  55,721       3,641      6.53
   Nontaxable (2)                           46,581       3,596      7.72
     Total securities                      102,302       7,237      7.07
Federal funds sold                           6,376         344      5.40
     Total interest-earning assets         387,502      34,540      8.91
Allowance for loan losses                   (4,316) 
Cash and due from banks, noninterest-
   bearing                                  11.061
Bank premises and equipment, net            11,965
Other real estate owned                         77
Other assets                                 4,719
     Total assets                        $ 411,008

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing deposits:
   Demand and savings                    $  96,485       2,823       2.93%
   Time                                    174,225      10,071       5.78
   Certificates of deposit of  
      $100,000 and over                     36,724       2,148       5.85
     Total interest-bearing deposits       307,434      15,042       4.89
Federal funds purchased and securities
   sold under agreements to repurchase       5,849         250       4.27
Other borrowed funds                        24,469       1,385       5.66
ESOP debt                                      942          88       9.34
Subordinated capital notes                       0           0       0.00
     Total interest-bearing liabilities    338,694      16,765       4.95
Demand deposits, noninterest-bearing        31,358
Other liabilities                            2,941
Stockholders' equity                        38,015
     Total liabilities and stockholders'
     equity                              $ 411,008

Interest income and rate earned                      $  34,540       8.91%
Interest expense and rate paid                          16,765       4.95
Interest rate spread                                                 3.96
NET INTEREST INCOME AND NET YIELD
   ON AVERAGE EARNING ASSETS                         $  17,775       4.59%
</TABLE>

(1) Interest on nonaccrual loans has been included only to the extent
reflected in the statements of income.  Nonaccrual loans are included in
average balances for yield computations.
(2)  Income and rates on non-taxable loans and securities are computed on a tax 
equivalent basis using a federal tax rate of 34% for 1997.
<PAGE>
<TABLE>
<CAPTION>

AVERAGE BALANCE SHEET
                                                        1996
                                                                  Average
                                           Average     Income/    Yield/
(thousands)                                Balance     Expense    Rate
<S>                                     <C>          <C>         <C> 
ASSETS
Loans (net of unearned income)(1)(2)     $ 257,571     25,227       9.79%
Securities:
   Taxable                                  47,420      2,998       6.32
   Nontaxable(2)                            45,660      3,603       7.89
     Total securities                       93,080      6,601       7.09
Federal funds sold                           3,496        188       5.38
     Total interest-earning assets         354,147     32,016       9.04
Allowance for loan losses                   (4,116)  
Cash and due from banks, noninterest-
   bearing                                   8,524
Bank premises and equipment, net             6,772
Other real estate owned                        277
Other assets                                 4,363
     Total assets                        $ 369,967

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing deposits:
   Demand and savings                    $  91,380       2,675       2.93%
   Time                                    164,236       9,497       5.78
   Certificates of deposit of $100,000
     and over                               32,219       1,856       5.76
     Total interest-bearing deposits       287,835      14,028       4.87
Federal funds purchased and securities
  sold under agreements to repurchase        5,461        229        4.19
Other borrowed funds                         9,846        574        5.83
ESOP debt                                    1,469        118        8.03
Subordinated capital notes                     661         67       10.14
    Total interest-bearing liabilities     305,272     15,016        4.92
Demand deposits, noninterest-bearing        27,862   
Other liabilities                            2,583
Stockholders' equity                        34,250
     Total liabilities and
     stockholders' equity                $ 369,967

Interest income and rate earned                     $  32,016        9.04%
Interest expense and rate paid                         15,016        4.92
Interest rate spread                                                 4.12

NET INTEREST INCOME AND NET YIELD
   ON AVERAGE EARNING ASSETS                        $  17,000        4.80%
</TABLE>

(1) Interest on nonaccrual loans has been included only to the extent
reflected in the statements of income.  Nonaccrual loans are included in
average balances for yield computations.
(2) Income and rates on non-taxable loans and securities are computed on a tax 
equivalent basis using a federal tax rate of 34% for 1996.
<PAGE>
<TABLE>
<CAPTION>

RATE/VOLUME VARIANCE
                            1998 Compared to 1997     1997 Compared to 1996

                                   Due to  Due to            Due to  Due to
(thousands)                Change  Volume  Rate      Change  Volume  Rate
<S>                      <C>       <C>     <C>       <C>     <C>     <C>                   
INTEREST INCOME
Loans                     $ 3,021   3,231   (210)     1,732   2,068   (336) 
Securities:             
  Taxable                    (559)   (417)  (142)       643     534    109
  Nontaxable                 (144)    (12)  (132)        (7)     72    (79)
Federal funds sold            163     168     (5)       156     155      1
      Total                 2,481   2,970   (489)     2,524   2,829   (305)

INTEREST EXPENSE
Demand and savings            135     265   (130)       148     148      0
Time                         (270)    (40)  (230)       574     578     (4)
Certificates of deposit   
   of $100,0000 and over      722     749    (27)       292     262     30
Federal funds purchased
   and securities sold
   under agreements to
   repurchase                  11      27    (16)        21      16      5
Other borrowed funds         (102)   (105)     3        811     840    (29)
ESOP debt                     (12)     (6)    (6)       (30)    (47)    17
Subordinated capital notes      0       0      0        (67)    (33)   (34)
      Total                   484     890   (406)     1,749   1,764    (15)

Net interest income       $ 1,997   2,080    (83)       775   1,065   (290)
</TABLE>

Variances caused by changes in rate times the changes in volume are allocated 
equally.
<PAGE>
<TABLE>
<CAPTION>

SECURITIES AVAILABLE-FOR-SALE AT FAIR VALUE
                                                 December 31,
(thousands)                             1998        1997        1996
<S>                                <C>           <C>          <C>                       
U.S. Treasury                       $  7,164       8,162        5,647
U.S. Government agencies and 
  corporations                        19,624      47,020       37,989       
States and political subdivisions     11,648       3,070        4,047       
Other securities                      18,796       4,604        7,203       
   Totals                           $ 57,232      62,856       54,886       
</TABLE>
<TABLE>
<CAPTION>

SECURITIES HELD-TO-MATURITY AT AMORTIZED COST
                                                 December 31,
(thousands)                             1998        1997         1996
<S>                                <C>           <C>          <C>  
U.S. Treasury                       $    --          --           --
U.S. Government agencies and 
  corporations                           --           --          500
States and political subdivisions     38,322      42,360       42,394       
Other securities                          30          60          195
   Totals                           $ 38,352      42,420       43,089       
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

SECURITIES--MATURITY/YIELD SCHEDULE
                                         As of December 31, 1998
                                       Securities Available-for-Sale
                                                Approximate  Taxable
                                    Amortized   Fair         Equivalent
(thousands)                         Costs       Values       Yield(1) 
<S>                             <C>           <C>           <C>             
U.S. Treasury:                   
   Within 1 year                $   3,088       3,110         6.27
   1 through 5 years                2,001       2,047         6.00
   6 through 10 years               2,057       2,092         6.02
     Total                          7,146       7,249         6.12
U.S. Government 
   agencies and corporations:
   Within 1 year                      400         407         8.58
   1 through 5 years                4,600       4,619         5.75
   6 through 10 years              12,556      12,640         6.74
   Over 10 years                    1,870       1,873         6.27
     Total                         19,426      19,539         6.50
State and political 
   subdivisions:
   Within 1 year                      100         100         5.59
   1 through 5 years                2,729       2,785         7.48
   6 through 10 years               5,691       5,783         6.49
   Over 10 years                    2,917       2,980         6.60
     Total                         11,437      11,648         6.75
Other securities:
   Within 1 year                      499         509        10.00
   1 through 5 years               15,298      15,292         4.99
   6 through 10 years                 613         611         6.22
   Over 10 years                    2,384       2,384         7.05
     Total                         18,794      18,796         5.43

                                $  56,803      57,232         6.15
</TABLE>

(1) Yields on non-taxable investment securities are computed on a tax
equivalent basis using a federal tax rate of 34%.
<PAGE>
<TABLE>
<CAPTION>

SECURITIES--MATURITY/YIELD SCHEDULE
                                         As of December 31, 1998
                                       Securities Held-To-Maturity   
                                                Approximate  Taxable
                                    Amortized   Fair         Equivalent
(thousands)                         Costs       Values       Yield(1) 
<S>                             <C>            <C>          <C> 
U.S. Treasury:
   Within 1 year                $      0             0         0.00%
   1 through 5 years                   0             0         0.00
   6 through 10 years                  0             0         0.00
     Total                             0             0         0.00
U.S. Government 
   agencies and corporations:
   Within 1 year                       0             0         0.00
   1 through 5 years                   0             0         0.00
   6 through 10 years                  0             0         0.00
   Over 10 years                       0             0         0.00
     Total                             0             0         0.00
State and political subdivisions:
   Within 1 year                   3,330         3,357         7.10
   1 through 5 years              21,977        22,652         7.52
   6 through 10 years             12,736        13,316         7.55
   Over 10 years                     279           286         7.90
     Total                        38,322        39,611         7.49
Other securities:
   Within 1 year                      30            30         9.80
   1 through 5 years                   0             0         0.00
   6 through 10 years                  0             0         0.00
   Over 10 years                       0             0         0.00
      Total                           30            30         9.80
                                $ 38,352        39,641         7.49
</TABLE>

(1) Yields on non-taxable investment securities are computed on a tax
equivalent basis using a federal tax rate of 34%.
<PAGE>
<TABLE>
<CAPTION>

TYPES OF LOANS
                                               December 31,
                                  1998            1997            1996 
                                      % of            % of            % of       
(thousands)                   Amount  Total   Amount  Total   Amount  Total  
<S>                       <C>        <C>     <C>      <C>    <C>     <C>
Commercial                 $  85,536   26.0   64,247   22.0   56,461   20.7 
Consumer                      66,526   20.3   66,059   22.7   62,906   23.0 
Real estate - commercial      65,165   19.8   56,404   19.4   52,232   19.1 
Real estate - construction    16,686    5.1    8,657    3.0    4,926    1.8  
Real estate - mortgage        94,686   28.8   95,703   32.9   96,856   35.4 
                           $ 328,599  100.0  291,070  100.0  273,381  100.0
</TABLE>
<TABLE>
<CAPTION>

TYPES OF LOANS
                                         December 31,
                                      1995           1994
                                         % of            % of
(thousands)                      Amount  Total   Amount  Total
<S>                           <C>        <C>    <C>      <C>
Commercial                    $  52,374   20.7   42,237   19.4
Consumer                         61,888   24.5   54,155   24.8
Real estate - commercial         52,075   20.6   49,858   22.9 
Real estate - construction        9,600    3.8    7,936    3.6
Real estate - mortgage           76,505   30.3   63,831   29.3
                              $ 252,442  100.0  218,017  100.0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

LOAN MATURITIES AND INTEREST SENSITIVITY
                                           As of December 31, 1998
                                              One
                                   Within     Through     Over     
(thousands)                        One Year   Five Years  Five Years  Total
<S>                              <C>         <C>         <C>         <C>      
Commercial:                   
   Fixed interest rates          $  7,426      19,010      17,883     44,319
   Floating interest rates         40,898         319         ---     41,217
     Total                         48,324      19,329      17,883     85,536
Real estate-commercial: 
   Fixed interest rates             3,215       5,714      17,649     26,578
   Floating interest rates         35,243       2,783         561     38,587
     Total                         38,458       8,497      18,210     65,165
Real estate-construction:
   Fixed interest rates               499       2,213       4,158      6,870
   Floating interest rates          9,816         ---         ---      9,816
     Total                         10,315       2,213       4,158     16,686
                                 $ 97,097      30,039      40,251    167,387
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

NONPERFORMING ASSETS AND PAST DUE LOANS
                                                December 31,
(thousands)                      1998     1997     1996      1995      1994   
<S>                         <C>          <C>      <C>      <C>        <C>
Nonaccrual loans             $  1,109      893      573     1,769       857
Restructured loans                 --       --       --        --        --
Other real estate owned            30       98      185       387       444
 Total nonperforming assets     1,139      991      758     2,156     1,301   
                                   
Accruing loans past due 
   90 days                   $    161      196      595        43       365
</TABLE>
<TABLE>
<CAPTION>

PRO FORMA/RECORDED INTEREST ON NONACCRUAL LOANS

(thousands)                       1998     1997     1996     1995     1994
<S>                             <C>       <C>      <C>      <C>      <C>
Pro forma interest-nonaccrual
 loans                           $ 105       92       60      161       90
Recorded interest-nonaccrual
 loans                           $   1        3        3        1        1
</TABLE>

Interest related to nonaccrual loans is recognized on the cash basis.  Loans 
are generally placed on nonaccrual status when the collection of principal or 
interest is 90 days or more past due, unless the obligation is both well-
secured and in the process of collection.  Pro forma interest represents the 
amount of interest that would have been recorded if the loans had been current 
in accordance with their original terms.
<PAGE>
<TABLE>
<CAPTION>

ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
(thousands)                        1998     1997     1996     1995     1994
<S>                            <C>        <C>      <C>      <C>      <C>     
AVERAGE LOANS OUTSTANDING       $ 312,369  278,824  257,571  234,904  209,668 

ALLOWANCE FOR LOAN LOSSES         
Balance, beginning of period    $   4,291    4,179    3,988    3,815    3,471 
Provision for loan losses           1,135      550      595      300      360 
                                    5,426    4,729    4,583    4,115    3,831 

Loans charged off:
   Commercial                         507       42      122       27       80 
   Consumer                           441      402      402      326      317 
   Real estate - commercial            --       25       21       12       55 
   Real estate - construction          --       --       --       --       --
   Real estate - mortgage              22      159       15       --       64 
     Total loans charged off          970      628      560      365      516 
     
Recovery of loans previously 
  charged off:
   Commercial                          54       17       29       36       80 
   Consumer                           130      134      125      142      155 
   Real estate - commercial            --       37        2       24      210 
   Real estate - construction          --        2       --       --       -- 
   Real estate - mortgage              --       --       --       36       55 
     Total recoveries                 184      190      156      238      500 
Net loans charged off                 786      438      404      127       16 
Balance, end of period          $   4,640    4,291    4,179    3,988    3,815 

Net charge-offs to average 
  loans outstanding                  0.25%    0.16     0.16     0.05     0.01 
</TABLE>
<TABLE>
<CAPTION>

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
                                                     December 31,
(thousands)                          1998      1997     1996     1995     1994
<S>                               <C>        <C>      <C>     <C>      <C> 
Commercial                        $ 2,388     1,218      961      652      603 
Consumer                              841       792      487      391      208 
Real estate - commercial              418       649      738      412      242 
Real estate - construction             58       161       28       69       11 
Real estate - mortgage                621       688      743      612      248 
Unassigned portion of allowance       314       783    1,222    1,852    2,503 
                                  $ 4,640     4,291    4,179    3,988    3,815 
</TABLE>

Management continually reviews the loan portfolio for signs of deterioration. 
In making their evaluation of the portfolio, factors considered include the
individual strength of borrowers, the strength of the individual industries,
the value and marketability of collateral, specific market strengths and
weaknesses, and general economic conditions.  Management believes that the
allowance for loan losses at December 31, 1998 is adequate to cover potential
loan losses inherent in the loan portfolio.
<PAGE>
<TABLE>
<CAPTION>

DEPOSIT MATURITIES
                                As of December 31, 1998
                                   Mature Within
                                               Over Six
                       Three     Over Three    Months
                       Months    Months        Through     Over
                       or        Through       Twelve      Twelve
(thousands)            Less      Six Months    Months      Months    Total
<S>                 <C>          <C>          <C>        <C>        <C>
Certificates of
 deposit and other
 time deposits of
 $100M and over     $   8,481      5,727       18,399      15,937     48,544
All other deposits    102,158     54,392       54,877     126,286    337,713
   Total deposits   $ 110,639     60,119       73,276     142,223    386,257
</TABLE>
<TABLE>
<CAPTION>

INTEREST SENSITIVITY ANALYSIS
                                     As of December 31, 1998
                                     Mature or Reprice Within
                                       Over Three
                             Three     Months      Over One
                             Months    Through     Year To    Over
                             or        Twelve      Five       Five
(thousands)                  Less      Months      Years      Years    Total
<S>                       <C>         <C>         <C>       <C>      <C>
INTEREST-EARNING ASSETS   $ 121,188    91,028      75,996    40,924   329,136
Loans
Securities:               
 Available-for-sale,
   at fair value              4,923    14,913      26,963    10,433    57,232
 Held-to-maturity,
   at amortized cost          1,608     4,092      25,800     6,852    38,352
Other interest-earning
   assets                    10,689        --          --        --    10,689
     Total interest-
     earning assets       $ 138,408   110,033     128,759    58,209   435,409
INTEREST-BEARING LIABILITIES
Certificates of deposit
   and other time deposits
   of $100M and over      $  15,537    18,715      14,292       --     48,544
Time                         50,857    65,157      56,315       39    172,368
All other deposits           68,097    24,903      33,204       --    126,204
Securities sold under
   agreements to 
   repurchase                 6,650        --          --       --      6,650
Other borrowed funds         10,283        --       9,963    1,366     21,612
     Total interest-
     bearing
     liabilities          $ 151,424   108,775     113,774    1,405    375,378
Interest sensitivity
 gap per period           $ (13,016)    1,258      14,985   56,804     60,031
Cumulative interest
 sensitivity gap            (13,016)  (11,758)      3,227   60,031         --
</TABLE>

Refer to the Bank's 1998 Annual Report to Stockholders under the heading
"Selected Consolidated Financial Information" for a five year summary of
financial information which includes return on equity, return on assets and 
other ratios, which is incorporated by reference into this Form 
10-K.                   
<PAGE>

Item 2.  Properties

The Corporation has twelve full service offices and one paying and receiving 
office at the following locations:

                                 Full Service
    1.   Christiansburg Office, 50 North Franklin Street, Christiansburg, 
         Virginia, containing 9,000 square feet;
    2.   Blacksburg Office, 601 North Main Street, Blacksburg, Virginia,   
         containing 8,750 square feet;
    3.   Riner Office, Route 8, Riner, Virginia, containing 1,600 square 
         feet;
    4.   Hills Office, l340 Roanoke Street, Christiansburg, Virginia, 
         containing 1,200 square feet;
    5.   Radford Office, 50 First Street, Radford, Virginia, containing 
         8,000 square feet;
    6.   New River Valley Mall Office, 646 New River Road, Christiansburg, 
         Virginia, containing 917 square feet.
    7.   Corporate Research Center Office, 1872 Pratt Drive, Suite 1125, 
         Blacksburg, Virginia, containing 360 square feet.
    8.   Shawsville Office, 250 Alleghany Spring Road, Shawsville,         
         Virginia, containing 2,712 square feet.
    9.   Dublin Office, 2 Town Center Drive, Dublin, Virginia, containing  
         2,640 square feet.
   10.   FNB Center, 105 Arbor Drive, Christiansburg, Virginia, containing 
         72,816 square feet.
   11.   Wytheville Office, 280 West Main Street, Wytheville, Virginia,    
         containing 3,000 square feet.
   12.   South Main Blacksburg Office, 1206 South Main Street, Blacksburg, 
         Virginia, containing 1,100 square feet.

                             Paying and Receiving
   13.  Foothills Office, 1580 North Franklin Street, Christiansburg, 
        Virginia, containing 652 square feet.

All of such space is used by the Corporation in its operations.  The 
Corporation owns properties 1, 2, 3, 5, 8, 9 and 10 and leases properties 4, 
6, 7, 11, 12 and 13 from independent parties on terms which management 
believes are satisfactory.

Other Real Estate.

Other Real Estate is composed of one residential property.  There were no 
covered transactions.
<PAGE>

Item 3.  Legal Proceedings

From time to time, the Corporation is a party to lawsuits arising in the 
normal course of business in which claims for money damages are asserted.  
Management, after consulting with legal counsel handling the respective 
matters, is of the opinion that the ultimate outcome of such pending actions, 
whether or not adverse to the Corporation, will not have a material effect 
upon the Corporation's financial condition.

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

No matters were submitted to a vote of security holders during the fourth 
quarter of 1998.
                                   PART II

Item 5.  Market for the Corporation's Common Stock and Related Security      
Holder Matters

The Corporation has only one (1) class of Common Stock with a Par Value of $5 
per share.  There were approximately 1,062 stockholders of record as of 
December 31, 1998, holding 3,722,139 shares of the authorized 10,000,000 
shares. The Corporation's stock began appearing on the Nasdaq Stock Market 
under the symbol FNBP on July 7, 1998.  Previously, the stock appeared on the 
over-the-counter bulletin board under the same symbol.  The recent market 
prices and other related shareholder data is incorporated by reference into 
this Form 10-K from the section entitled, "Market Price and Dividend Data," in 
the Corporation's 1998 Annual Report to Stockholders which is filed as Exhibit 
13 to this Annual Report on Form 10-K.  The Corporation has consistently paid 
a semi-annual dividend on its common stock.  Beginning in the second quarter 
of 1997, the dividend payment was changed to a quarterly basis, which is 
currently anticipated to be the normal frequency for the foreseeable future.  
There are no known restrictions on the retained earnings that would affect the 
ability to pay further dividends other than those imposed by regulatory 
agencies.  See Note 13 of the notes to consolidated financial statements in 
the Corporation's 1998 Annual Report to Stockholders under the caption 
Dividend Restrictions and Capital Requirements, which is filed as Exhibit 13 
to this Form 10-K and is incorporated herein by reference.

Item 6. Selected Financial Data

Selected financial data is located in the Corporation's 1998 Annual Report to 
Stockholders, which is filed as Exhibit 13 to this Form 10-K, under the 
caption "Selected Consolidated Financial Information," which is incorporated 
herein by reference.
<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of 
Operations is located in the section of the Corporation's 1998 Annual Report 
to Stockholders, which is filed as Exhibit 13 to this Form 10-K, under the 
same heading, and is incorporated herein by reference.

Item 7(A) Quantitative and Qualitative Disclosures About Market Risk

Information regarding market risks is included in the section of the 1998 
Annual Report to Stockholders entitled "Market Risks Related to Financial 
Instruments," which is filed as Exhibit 13 to this Form 10-K and is 
incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

The following independent auditors' report, consolidated financial statements, 
and supplementary financial information included in the Corporation's 1998 
Annual Report to Stockholders, which is filed as Exhibit 13 to this Form 10-K, 
are incorporated herein by reference:

Independent Auditors' Report
Consolidated Balance Sheets - December 31, 1998 and 1997
Consolidated Statements of Income - Years ended December 31, 1998, 1997, 
            and 1996
Consolidated Statements of Comprehensive Income - Years ended December  
            31, 1998, 1997, and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1998,  
            1997, and 1996
Consolidated Statements of Changes in Stockholders' Equity - Years      
            ended December 31, 1998, 1997, and 1996
Notes to Consolidated Financial Statements

Item 9.  Changes in and Disagreements with Accountants on Accounting and      
Financial Disclosure

Not applicable.    

                           PART III

Item 10.  Directors and Executive Officers of the Corporation

Information on directors is incorporated by reference from the Corporation's 
Proxy Statement for the 1999 Annual Meeting of Stockholders under the heading 
"Election of Directors."
<PAGE>

Information on executive officers is incorporated by reference from the 
Corporation's Proxy Statement for the 1999 Annual Meeting of Stockholders 
under the heading "Executive Officers of the Corporation."

Election of Directors.  A total of 2,548,241 shares of a possible 3,384,015 
shares or 75.3 percent of eligible shares were voted at the May 12, 1998, 
stockholders meeting.  No class of voting stock withheld or cast against any 
nominee for Director in aggregate five percent or more of total shares cast by 
such class.

Item 11.  Executive Compensation  

Information on executive compensation is incorporated by reference from the 
Corporation's Proxy Statement for the 1999 Annual Meeting of Stockholders 
under the heading "Executive Compensation."

Employee Stock Ownership Plan.  The Corporation instituted a qualified 
employee stock ownership plan in 1983 which covers substantially all 
employees.  The Corporation makes periodic contributions to the plan that are 
used to purchase the Corporation's common stock from available sources.  The 
shares are then allocated among plan participants based upon compensation and 
years of service. Stock allocated to a particular participant (or its value) 
is generally distributed upon retirement, death, disability, termination, or 
(under certain circumstances) attaining a specified age.  The plan is 
administered by a committee appointed by the Corporation's Board of Directors. 
Information on the Corporation's leveraged ESOP is included in Note 11 of 
notes to consolidated financial statements, and is incorporated by reference 
from the Corporation's 1998 Annual Report to Stockholders which is included as 
Exhibit 13 to this Form 10-K.

Information on compensation of directors compensation committee and executive 
compensation matters is incorporated by reference from the Corporation's Proxy 
Statement for the 1999 Annual Meeting of Stockholders under the heading "Board 
of Directors and Committees of the Board."

The Corporation's performance graph is incorporated by reference from the 
Corporation's Proxy Statement under the heading "Performance Graph."

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Principal Security Holders.  The Corporation knows of no person or group that 
beneficially owned more than five percent of the outstanding shares of Common 
Stock as of March 5, 1999.

Executive Officers.  The persons currently serving as executive officers of 
the Corporation and their security ownership, are as follows:
<PAGE>
                             
                                                             Percent of
                                      Number Shares Owned    Outstanding
Name (Age)          Title             as of 3/5/99(A)(B)     Shares      

Samuel H.        Chairman & Chief             147,343           3.96
Tollison (66)    Executive Officer   
                 
Julian D.        President & Chief           42,174           1.13
Hardy, Jr. (49)  Administrative Officer


(A)   Includes shares that may be deemed beneficially owned due to sole or 
joint ownership, voting power or investment power; including shares owned by 
or held for the benefit of an executive officer's spouse or another immediate 
family member residing in the household of the executive officer that may be 
deemed beneficially owned.

(B)   Includes estimated 1998 Employee Stock Ownership Plan allocation.

Directors.  Information on security ownership of directors is incorporated by 
reference from the Corporation's Proxy Statement for the 1999 Annual Meeting 
of Stockholders under the heading "Election of Directors."

Item 13.  Certain Relationships and Related Transactions

Directors and officers of the Corporation and persons with whom they are 
associated have had and expect to have in the future, banking transactions 
with the Corporation in the ordinary course of their businesses.  In the 
opinion of management of the Corporation, all such loans and commitments for 
loans were made on substantially the same terms, including interest rates, 
collateral and repayment terms as those prevailing at the same time for 
comparable transactions with other persons, were made in the ordinary course 
of business, and do not involve more than a normal risk of collectibility or 
present other unfavorable features.  The aggregate amount of direct loans to 
any one director, officer or principal stockholder (and related persons), does 
not exceed 10 percent of the Corporation's equity capital accounts (nor 20 
percent of such accounts for all such persons as a group) and did not during 
the previous two fiscal years.

Information on transactions with management is incorporated herein by 
reference from the Corporation's Proxy Statement for the 1999 Annual Meeting 
of Stockholders under the heading "Transactions with Management."
<PAGE>
                             PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

 a(1). Consolidated Financial Statements.  See Index to Consolidated Financial 
       Statements.

 a(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.

 a(3). Exhibits.
       See Index to Exhibits

 b.    Reports on Form 8-K.
       The Corporation did not file any reports on Form 8-K during the fourth  
       quarter of 1998.

 c.    Exhibits. 
       Included in item 14a(3) above 

 d.    Financial Statement Schedules.
       Included in item 14a(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/Julian D. Hardy, Jr.              
                                  Julian D. Hardy, Jr.
                                  President & Chief Administrative Officer


                              By: s/Daniel A. Becker                  
                                  Daniel A. Becker
                                  Chief Financial Officer

                              Date: March 29, 1999                  
<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                           March 29, 1999
  Kendall O. Clay


s/Daniel D. Hamrick                         March 29, 1999
  Daniel D. Hamrick


s/Julian D. Hardy, Jr.                      March 29, 1999
  Julian D. Hardy, Jr.


s/Joan H. Munford                           March 29, 1999
  Joan H. Munford


s/Samuel H. Tollison                        March 29, 1999
  Samuel H. Tollison
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The following independent auditors' report and consolidated financial 
statements of the Corporation are incorporated by reference from the 
Corporation's 1998 Annual Report to Stockholders included within this document 
as an Exhibit:

      Independent Auditors' Report                        

      Consolidated Balance Sheets --    
            December 31, 1998 and 1997     

      Consolidated Statements of Income -- Years 
            Ended December 31, 1998, 1997, and 1996        

      Consolidated Statements of Comprehensive Income -- Years 
            Ended December 31, 1998, 1997, and 1996

      Consolidated Statements of Cash Flows - 
            Years Ended December 31, 1998, 1997, and 1996
                              
      Consolidated Statements of Changes in 
            Stockholders' Equity -- Years Ended 
            December 31, 1998, 1997, and 1996                

      Notes to Consolidated Financial Statements     

All schedules are omitted as the required information is inapplicable or the 
information is presented in the consolidated financial statements or related 
notes.
<PAGE>

                           INDEX TO EXHIBITS

Exhibit #                     Description

(2)          Plan of Reorganization
           
            Agreement and Plan of Reorganization dated as of February 1, 1996, 
            between the Registrant, First National Bank, and FNB Bank, filed  
            as Exhibit 2 to the Registration Statement on Form S-4 filed by   
            FNB Corporation with the Securities and Exchange Commission May 3, 
            1996 (Registration number 333-2524) is incorporated herein by     
            reference.

(3)(i)      Articles of Incorporation     

            Registrant's Articles of Incorporation, filed with the Commission 
            as Exhibit 3.1 to the Annual Report on Form 10-K for the year     
            ended December 31, 1996, is incorporated herein by reference.

(3)(ii)     Registrant's Bylaws                         
            Registrant's Bylaws, filed with the Commission as Exhibit 3.2 to  
            the Annual Report on Form 10-K for the year ended December 31,    
            1997, is incorporated herein by reference.

(10)        Material Contracts

(10)A       Employment agreement dated September 11, 1997 between Samuel H.   
            Tollison, First National Bank, and Registrant, filed with the     
            Commission as Exhibit (10)A on Form 10-Q for the quarter ended    
            September 30, 1997, is incorporated herein by reference.  This    
            agreement was terminated under the terms of the Consulting and    
            Noncompetition Agreement referred to in Exhibit (10)D below.

(10)B       Employment agreement dated September 11, 1997 between Julian D.   
            Hardy, Jr., First National Bank, and Registrant, filed with the   
            Commission as Exhibit (10)B on Form 10-Q for the quarter ended    
            September 30, 1997, is incorporated herein by reference.

(10)C       Change in control agreements with eight senior officers of First  
            National Bank.  All agreements have identical terms and, as such, 
            only a sample copy of the agreements was filed with the Commission 
            as Exhibit (10)C on Form 10-Q for the quarter ended September 30, 
            1997, and is incorporated herein by reference. The officers       
            covered by the agreements are as follows:
<PAGE>
      
           (1)   Carol H. Brockmeyer, Senior Vice President, Director,       
                 Relationship Banking, dated July 1, 1998
           (2)   Darlene S. Lancaster, Senior Vice President, Manager, 
                 Mortgage Loan Department, dated August 25, 1997
           (3)   R. Bruce Munro, Senior Vice President, Chief Credit         
                 Administration Officer, dated August 25, 1997
           (4)   Woody B. Nester, Senior Vice President, Cashier, dated
                 August 25, 1997
           (5)   Fred L. Newhouse, Jr., Senior Vice President, Branch        
                 Administrator, dated August 25, 1997
           (6)   Peter A. Seitz, Executive Vice President, dated August 25,  
                 1997
           (7)   Perry D. Taylor, Senior Vice President, Comptroller, dated  
                 August 25, 1997
           (8)   Litz H. Van Dyke, Executive Vice President, dated August 25, 
                 1997

(10)D       Consulting and Noncompetition Agreement With Put Option dated     
            January 15, 1999, between Samuel H. Tollison and Registrant.

(13)        1998 Annual Report to Stockholders     

(21)        Subsidiaries of the Registrant     

(27)        Financial Data Schedule