Exhibit # (13)


                             FNB CORPORATION

                     ANNUAL REPORT TO STOCKHOLDERS

                                  2000




INDEX TO ANNUAL REPORT TO STOCKHOLDERS


Selected Consolidated Financial Information


Management's Discussion and Analysis of Financial Condition and Results of
Operations


Market Price and Dividend Data


Market Risks Related to Financial Instruments


Management's Statement of Financial Responsibility


Independent Auditors' Report on Consolidated Financial Statements


Consolidated Balance Sheets


Consolidated Statements of Income


Consolidated Statements of Comprehensive Income


Consolidated Statements of Cash Flows


Consolidated Statements of Changes in Stockholders' Equity


Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>


SELECTED CONSOLIDATED FINANCIAL INFORMATION           Years Ended December 31,

                                      2000     1999     1998     1997     1996
<S>                              <C>         <C>      <C>      <C>      <C>
Selected income statement data
   (in thousands):
     Interest income             $  42,017   37,563   34,931   32,402   29,935
     Interest expense               20,102   17,610   17,249   16,764   15,016

     Net interest income            21,915   19,953   17,682   15,638   14,919
     Provision for loan              1,082    1,445    1,135      550      595
        losses
     Noninterest income              3,528    3,729    3,437    2,707    2,460
     Noninterest expense            15,073   13,964   12,396   11,306   10,089
     Income tax expense              2,454    1,946    1,657    1,324    1,491

     Net income                  $   6,834    6,327    5,931    5,165    5,204


Per share data:
     Basic and diluted
        earnings                 $    1.71     1.59     1.50     1.32     1.34
     Cash dividends declared           .70      .63      .57      .35      .50
     Book value                      13.11    11.93    11.20    10.26     9.21
</TABLE>
<TABLE>
<CAPTION>

Average shares outstanding:
     <S>                     <C>       <C>       <C>       <C>       <C>
     Basic                   3,993,288 3,982,147 3,959,084 3,917,654 3,878,209
     Diluted                 3,993,358 3,982,147 3,959,084 3,917,654 3,878,209
</TABLE>
<TABLE>
<CAPTION>
<S>                              <C>        <C>      <C>      <C>      <C>
Selected balance sheet data at year end
      (in thousands):
     Total securities            $  97,167  101,375   95,584  105,276   97,975
     Loans, net of unearned
      Income                       409,586  382,272  328,599  291,058  273,324
     Allowance for loan
        losses                       5,670    5,173    4,640    4,291    4,179
     Total assets                  539,231  516,906  461,916  428,174  395,324
     Deposits                      431,659  398,871  386,257  352,545  335,402
     Stockholders' equity           51,942   47,579   44,401   40,213   35,828

Selected ratios (in percentages):
   Return on average assets           1.32     1.30     1.34     1.26     1.41
   Return on average equity          13.77    13.75    14.00    13.59    15.20
   Dividend pay-out ratio            40.94    39.89    38.44    26.08    36.99
   Average equity to
       average assets                 9.58     9.44     9.60     9.31     9.26
</TABLE>


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

The following is a discussion of factors that significantly
affected the financial condition and results of operations of FNB
Corporation, a bank holding company, and its wholly owned
subsidiaries (collectively, the "Corporation").  The primary
subsidiary of FNB Corporation is First National Bank (the
"Bank").  This discussion should be read in connection with the
consolidated financial statements, statistical disclosures and
other financial information presented herein.  All amounts
presented are denoted in thousands except per share and percentage
data.

Net Income
Net income for 2000 was $6,834 compared to $6,327 for 1999 and
$5,931 for 1998.  This amounted to an increase of 8.0% for 2000
compared to an increase of 6.7% for 1999.  Earnings per share for
2000 were $1.71 compared to $1.59 for 1999 and $1.50 for 1998.  The
increase in earnings for 2000 and 1999 was primarily the result of
higher net interest income due to growth.

Net Interest Income
The principal source of earnings for the Corporation is net
interest income.  Net interest income is the amount of interest
earned on loans and investments (Fed funds sold, securities and
mortgage loans held for sale) less the amount of interest paid on
deposits and other interest-bearing liabilities.  Net interest
income before provision for loan losses for 2000 was $21,915, up
9.8% from $19,953 for 1999, which was up 12.8% from $17,682 for
1998.  The increases in net interest income in both 2000 and 1999
were primarily the result of growth in loans and deposits.  Average
loans grew $38,600 or 10.8% in 2000 and $47,800 or 15.4% in 1999.
Growth was strong in both the commercial and consumer sectors.
Average investments declined in both years in order to partially
fund the increased loan demand.  Average investments dropped $7,800
in 2000 and $3,500 in 1999.

The increase in loan demand was funded primarily by an increase in
deposits.  Total average deposits increased $21,400 or 5.5% in 2000
and $26,400 or 7.2% in 1999.  Average deposit growth occurred
primarily in all deposit categories in 2000; whereas in 1999,
growth was concentrated in lower-cost transaction account balances.
Higher cost certificate of deposit/individual retirement account
balances declined in 1999.  Average other borrowed funds increased
$4,700 in 2000 and $16,000 in 1999 to fund the excess of loan
growth over deposit growth.  These borrowings primarily represented
an increase in advances from the Federal Home Loan Bank of Atlanta.

The net interest margin increased to 4.70% in 2000 from 4.63% in
1999.  This follows an increase from 4.57% to 4.63% from 1998 to
1999.  These increases were largely attributable to loan growth.
Loans, with their higher yields relative to investments, expanded
as a percent of earning assets from 74.4% in 1998 to 77.6% in 1999
to 80.6% in 2000.

Management attempts to match the maturities and repricing intervals
of its earning assets and liabilities in order to avoid material
fluctuations in earnings if interest rates change.  This is covered
under the heading of  "Market Risks Related to Financial
Instruments".

In 2000, the yield on earning assets rose 34 basis points and cost
of funds rose only 27 basis points resulting in an enhanced margin
of 7 basis points.  In 1999, the yield on earning assets fell 26
basis points, but cost of funds dropped 32 basis points for an
enhanced margin of 6 basis points.

Provision for Loan Losses
The provision for loan losses was $1,082 for 2000, $1,445 for 1999
and $1,135 for 1998.  Net charge-offs amounted to $584, $913 and
$786 for 2000, 1999 and 1998, respectively.  The provision for loan
losses declined in 2000 due to lower net charge-offs and reduced
reserves required on lower new loan volume.  Loans grew at an
annual rate of 7.2% in 2000 and 16.3% in 1999.

The allowance for loan losses increased $497 to $5,670 or 1.38% of
outstanding loans, net of unearned income at December 31, 2000,
from $5,173 or 1.35% of outstanding loans, net of unearned income
at December 31, 1999.  The allowance is calculated based on a very
structured commercial credit risk grading system, which is
continuously monitored.  All commercial and commercial real estate
loans over $25,000 are risk rated.  Loans identified as "Watch"
and "Special Mention" are grouped into pools of risk with loss
factors consistent with identified risk.  Credits with
"Classified" ratings are assigned allocated reserves based on the
risk exposure in each individual credit.  "Pass" credits have
reserve factors applied consistent with migration analysis and ten
year forward moving historic loss experience.  The allowance for
other loan categories (consumer, credit card, equity line, real
estate mortgage) is based on historic loss experience.  Reserve
assumptions are monitored and validated quarterly.

Noninterest Income
Noninterest income, which includes service charges on deposit
accounts, loan origination and service release fees on mortgage
loans sold, other service charges, sundry income and net securities
gains (losses) was $3,528, $3,729 and $3,437 for 2000, 1999 and
1998, respectively.  The decrease in noninterest income for 2000
was primarily due to lower mortgage origination and service release
fees due to significantly lower mortgage volume, no appraisal
income due to the outsourcing of this function and securities
losses.  These unfavorable items were partially offset by higher
service charge revenue due to volume and higher BankCard revenue.
The increase in noninterest income in 1999 over 1998 resulted
primarily from new mortgage loan volume and fees, service charges
due to volume and pricing, insurance revenue on consumer loans due
to volume and penetration and revenue from the sale of investment
products.

Noninterest Expense
Noninterest expense, consisting of salaries and employee benefits,
occupancy costs, credit card processing, supplies and other expense
was $15,073 for 2000, $13,964 for 1999 and $12,396 for 1998.  The
2000 increase in noninterest expense was due primarily to higher
salary and benefit costs resulting from merit increases, higher
insurance costs and a new incentive plan designed to be self
funding from increased revenues and expense containment
attributable to the plan.  In addition, building maintenance
expense was up, and depreciation and software amortization
increased due largely to investment in new technology.  The growth
in expenses in 1999 over 1998 was largely due to the opening of two
new full-service branches, offering online banking and investment
in technology to streamline operations.

Income Taxes
Income tax expense as a percentage of pre-tax income was 26.4%,
23.5%, and 21.8% in 2000, 1999 and 1998, respectively.  The
percentage has increased from 1998 to 2000 due to continued
declines in nontaxable interest on investment securities.  In
addition, the income tax percentage in 1998 was lower because of a
higher dividends paid deduction related to the employee stock
ownership plan loans.

Decisions on which securities to purchase are based on their
taxable equivalent yields.  The Corporation has increased its
investment in certain taxable securities which had higher yields
than nontaxable securities when measured on a taxable equivalent
basis.

Balance Sheet
Total assets of the Corporation at December 31, 2000, were $539,231
compared to $516,906 at December 31, 1999.  Loans grew 7.1%;
however, total asset growth was only 4.3% because investment
balances (Fed funds sold, securities and mortgage loans held for
sale) were flat, and because cash balances built up on December 31,
1999 to compensate for any potential Y2K problems were subsequently
reduced.  Total loans were $409,586 at December 31, 2000, an
increase of $27,314 over December 31, 1999.  Loan growth was
concentrated in the consumer and real estate-mortgage portfolios.

Total deposits at December 31, 2000, were $431,659, an increase of
$32,788 or 8.2% over December 31, 1999.  This growth occurred
primarily in noninterest-bearing demand and certificate of
deposit/individual retirement account categories.  Much of this
growth is attributable to the two new branches opened in 1999.  In
addition, the Corporation strongly promoted deposits to achieve its
goal of funding loan growth with internally generated funds.  The
Bank will be acquiring two branches from First Union on March 23,
2001 with approximately $17,000 in loans and $85,000 in deposits.
This will expand our presence in the Wytheville market and provide
entry into the Pearisburg market.   In addition, this will provide
the Corporation additional liquidity for expansion.

Borrowed funds at December 31, 2000 were down by $15,194 compared
to December 31, 1999 primarily due to strong deposit growth and a
reduction in cash balances built up due to Y2K.  These borrowings
consist of advances from the Federal Home Loan Bank of Atlanta,
purchases of Fed funds and securities sold under agreements to
repurchase.

Stockholders' Equity
Stockholders' equity was $51,942 at December 31, 2000, compared to
$47,579 at December 31, 1999.  This increase of $4,363 was the
result of earnings retention net of dividends paid to shareholders;
an increase of $758 in net unrealized gains net of tax on
securities available-for-sale; principal repayments on ESOP debt;
stock awards and a decrease due to stock repurchases.

All financial institutions are required to maintain minimum levels
of regulatory capital.  The Federal Reserve and the Office of the
Comptroller of the Currency (OCC) have established substantially
similar risk-based and leveraged capital standards for financial
institutions they regulate.  Under the risk-based capital
requirements of these regulatory agencies, the Corporation is
required to maintain a minimum ratio of total capital to risk-
weighted assets of at least 8%.  At least half of the total capital
is required to be "Tier 1 capital", which consists principally of
common and certain qualifying preferred shareholders' equity, less
certain intangibles and other adjustments. The remainder, "Tier 2
capital", consists of a limited amount of subordinated and other
qualifying debt and a limited amount of the general loan loss
reserve.  Tier 1 and total capital to risk-weighted assets ratios
on a consolidated basis at December 31, 2000, were 11.9% and 13.2%
respectively, exceeding the minimums required.

In addition, the federal regulatory agencies have established a
minimum leveraged capital ratio (Tier 1 capital to tangible
assets).  These guidelines provide for a minimum leveraged capital
ratio of 3% for banks and their respective holding companies that
meet certain specified criteria, including that they have the
highest regulatory examination rating and are not contemplating
significant growth or expansion.  All other institutions are
expected to maintain a leverage ratio of at least 100 to 200 basis
points above that minimum.  The guidelines also provide that
banking organizations experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels, without
significant reliance on intangible assets.  The leverage ratio of
the Corporation on a consolidated basis at December 31, 2000 was
10.0% as compared to a minimum requirement of 4.0%.

As of December 31, 2000, the most recent notification from the OCC
categorized the Bank as "well capitalized" under the regulatory
framework for prompt corrective action.  To be categorized as well
capitalized, minimum total risk-based capital, Tier 1 risk-based
capital, and Tier 1 leverage ratios of 10.0%, 6.0% and 5.0%,
respectively, must be maintained.  The Bank exceeded all three of
these minimums as of December 31, 2000.  There are no conditions or
events that management believes have changed the institution's
category.

Past Due Loans and Nonperforming Assets
Loans past due 90 days and over at December 31, 2000 totaled $410
compared to $25 at December 31, 1999.  Most of this was secured by
real estate and no loss is anticipated.  Nonaccrual loans and other
real estate owned totaled $2,672 at December 31, 2000, compared to
$4,646 at December 1998.  The decrease can be largely attributed to
a regional health care provider which is in the final process of
restructure.  The remaining balance of approximately $1,300 is
expected to clear early first quarter 2001 and return to accrual
status.

Liquidity and Capital Resources
Liquidity is the ability to provide sufficient cash flow to meet
financial commitments and to fund additional loan demand or
withdrawal of existing deposits.  Liquidity remains adequate as
assets are maintained on a short-term basis to meet the liquidity
demands anticipated by management.  Funding sources primarily
include customer-based core deposits and cash generated by
operations.  Liquidity will be enhanced with the purchase of the
two First Union branches and SWVA Bancshares, Inc.  Another source
of liquidity is additional borrowings from the Federal Home Loan
Bank of Atlanta.  The Corporation has additional borrowing capacity
of $40,430 under an existing agreement with the FHLB as of December
31, 2000, based on the level of qualifying portfolio mortgage loans
available for securitization.  Secondary sources of liquidity are
available should the need arise, including $30,500 in unused
Federal Funds lines of credit and the ability to liquidate assets
held for sale, especially investment securities.

The only significant source of cash for the holding company is
transfers from its bank subsidiary in the form of dividends, loans,
or advances.  The most restrictive regulatory limitation placed on
the amount of funds that may be transferred from the Bank to the
holding company is that placed on dividends.  Specifically, the
maximum amount of dividends that may be paid by the Bank in any
calendar year without prior regulatory approval is the net profits
of that year, as defined, combined with the retained net profits
for the two preceding years.  In effect, this limits 2001 dividends
(unless prior regulatory approval is obtained) to $7,410 plus year-
to-date 2001 net profits as of the declaration date.  This
limitation had no effect on the liquidity of the holding company in
2000 and it is not expected to have any material impact in 2001.
During 2000, the Bank paid $3,257 in dividends to the holding
company.

Effects of Inflation
The income statement generally reflects the effects of inflation.
Since interest rates, loan activities and deposit levels are
related to inflation, the resulting changes are included in net
income.  The most significant item that does not reflect the
effects of inflation is depreciation expense because historically
presented dollar values used to determine this expense do not
reflect the effect of inflation on the market value of depreciable
assets.

Proposed Mergers and Acquisitions
During the third quarter of 2000, FNB Corporation entered into
separate agreements to merge into FNB two bank holding companies:
SWVA Bancshares, Inc. ("SWVA"), parent company of Southwest
Virginia Savings Bank of Roanoke, Virginia and CNB Holdings, Inc.
("CNB"), parent company of Community National Bank of Pulaski,
Virginia.  Under the terms of the proposed transactions,
shareholders of SWVA and CNB will receive consideration valued at
$20.25 and $10.60, respectively, for each share of SWVA and CNB
common stock surrendered in the form of cash, common stock of FNB,
or a combination of cash and common stock, at the election of each
SWVA and CNB shareholder.  However, the cash portion of the
consideration for the SWVA merger will be limited to 20 percent of
the total consideration paid.  For the CNB merger, the cash and FNB
stock portions of the consideration, will each be limited to 50
percent of the total consideration paid.    Subject to approval by
the SWVA shareholders, the SWVA merger is expected to close in the
first quarter of 2001.

During the fourth quarter of 2000, a suit was filed against
Community National Bank by another bank and is now pending.  The
suit seeks to recover alleged damages in the total amount of
approximately $3.4 million arising from an apparent check-kiting
scheme engaged in by a customer of both banks.  Community National
denies any liability to the plaintiff, intends to contest the suit
vigorously, and believes that it has substantial defenses to
liability as well as a potential claim for indemnity against a
third party.  In view of the amount of damages claimed and the
inherent uncertainty of litigation, submission of the pending
merger to the stockholders of CNB has been delayed, and the merger
could be adversely affected.  The merger is subject to approval by
the CNB shareholders and regulatory agencies and other standard
conditions for transactions of this nature, including a requirement
that no material adverse change in the financial condition or
business of CNB shall have occurred.

For tax purposes, the above transactions will be structured as tax-
free reorganizations to the extent of the shares exchanged.  For
financial reporting purposes, the mergers will be accounted for
under the purchase method of accounting, under which the purchase
price will be allocated to assets acquired and liabilities assumed
based on their fair values at the date of the acquisition.  Any
excess of purchase price over the net fair values of assets
acquired and liabilities assumed will be recorded as goodwill.

During the third quarter of 2000, FNB Corporation entered into an
agreement to purchase two First Union National Bank branches
located in Southwest Virginia.  Under the terms of the agreement,
FNB will purchase the real estate, loans, equipment and fixtures,
and cash on hand related to the branches and will assume the
deposits of the branches, estimated at an aggregate $85 million at
the time of the agreement.  The transaction will be accounted for
under the purchase method of accounting.  The agreement is subject
to approval by bank regulators and other standard conditions for
transactions of this nature, and it is expected to close at or near
the end of the first quarter of 2001.

The accompanying audited financial statements do not include the
assets, liabilities, or operations of SWVA, CNB, or the two
branches to be acquired.  The income statement of the combined
company will only include the operating results of the acquired
banks and branches from the effective dates of each respective
transaction.  Note 21 to the accompanying consolidated financial
statements contains additional details regarding these proposed
transactions.

Based on preliminary estimates as of September 30, 2000 it is
anticipated that the CNB merger (if consummated under its current
terms) and the purchase of the two branches will result in
significant amounts of recorded goodwill.  Goodwill will be
amortized to expense over the estimated future periods to be
benefited.  However, it is not possible to determine with any
reasonable degree of certainty what overall impact the transactions
will have on future earnings or earnings per share.

The deposits to be assumed from the two branch acquisitions are
considerably larger than assets to be purchased, which will result
in substantial net proceeds to FNB.  Additionally, recent ratios of
loans to deposits for both SWVA and CNB have been considerably
lower than that of FNB.  Because of these factors, the three
transactions, to the extent consummated, are expected to result in
substantial additional liquidity for FNB.  The additional funds are
currently expected to be used to reduce borrowings, purchase
securities, fund additional loans, or a combination of the three.

Market Price and Dividend Data
The following information reflects per share data for the periods
indicated relative to Common Stock trading values and dividends.
Both the trading values and per share dividends in the tables below
have been adjusted to retroactively reflect the effects of a 10%
stock dividend in August 1999.  As of December 31, there were 1,044
holders of record of FNB Corporation Common Stock.
<TABLE>
<CAPTION>

                            Trading Value        Dividends
2000                       High       Low        Per Share
<S>                    <C>          <C>          <C>
First Quarter          $  21.00     16.50             0.17
Second Quarter            18.13     15.50             0.17
Third Quarter             17.50     15.75             0.18
Fourth Quarter            17.00     15.75             0.18
</TABLE>
<TABLE>
<CAPTION>

                           Trading Value         Dividends
1999                       High      Low         Per Share
<S>                    <C>          <C>          <C>
First Quarter          $  22.27     19.35             0.15
Second Quarter            21.82     18.18             0.15
Third Quarter             23.00     20.46             0.16
Fourth Quarter            22.50     17.00             0.17
</TABLE>

Market Risks Related to Financial Instruments
The Corporation is not a party to any derivative financial
instruments such as futures, forward interest rate agreements,
swaps or option contracts.  Commitments to lend are entered into in
the ordinary course of business as discussed more fully in the
notes to the financial statements, but the majority of these
commitments reflect interest rates that vary with certain indexes
such as the prime rate.  As a result, those commitments normally do
not expose the Corporation to market interest rate risks prior to
funding the loan.

In general, the Corporation does not enter into financial
instruments for trading purposes.  That is, obtaining short-term
profits by buying and selling instruments is not an objective
pursued by management.  The turnover frequency associated with
financial instruments is, in general, greater when trading is a
short-term objective, and market risks can be enhanced or reduced
by such trading.

The Corporation is a party to a variety of financial instruments in
the ordinary course of business, including loans, investments and
deposits.  Most financial instruments by their nature carry
associated market risks.  The only substantial market risk
associated with the Corporation's financial instruments is interest
rate risk; that is, the risk that the fair values or future cash
flows from an instrument could change as a result of changes in
market interest rates.  For example, a decline in market interest
rates will generally have the effect of reducing the expected
future interest to be received on a loan with a variable
contractual interest rate.  However, such a decline will normally
have the effect of increasing the fair value of a fixed contractual
rate investment security.  Management does not expect significant
changes in its market risk exposure positions in the near term.

The Corporation seeks to manage its interest rate risk by
establishing asset/liability management policies and by continually
monitoring the characteristics of its asset and liability
portfolios that bear on interest rate risk.  Interest rate
management is conducted in coordination with management of
liquidity and capital adequacy.  The monitoring of interest rate
risk is supervised by an Asset Liability Management Committee
comprised of certain senior officers and certain members of the
board of directors.  Management seeks to minimize the risks to
earnings and equity associated with movements in market interest
rates.  To achieve this objective management monitors such factors
as:

      Relative volumes of fixed-rate vs. variable-rate loans and deposits
      Average interest rate spreads between interest bearing assets and
            liabilities
      Maturity and repricing schedules of loans, investment securities and
            deposits, including the extent to which expected maturities of
            interest sensitive assets align with that of interest sensitive
            liabilities ("sensitivity gap")

Techniques used by management to adjust exposure to interest rate
risk include but are not limited to selling certain types of loans
(especially fixed rate loans); periodically changing stated
interest rates charged on loans and offered on deposits in
conjunction with market trends; promoting, changing the pricing of
or developing new products to emphasize/de-emphasize different
maturities and/or fixed vs. variable loans and deposits;
redirecting funds upon maturities of investment securities and loan
repayments and careful selection among choices of sources of
borrowed funds other than deposits.  The Corporation has not
entered into derivative financial instruments such as futures,
forward interest rate agreements, swaps or option contracts in
order to manage interest rate risk.

A key analytical technique used by management in its efforts to
manage interest rate risk is interest rate shock simulation.  This
method seeks first to estimate the current market value of the
Corporation's assets and liabilities by applying present value
techniques (discounting) to the Corporation's assets and
liabilities at current market interest rates.  The difference
between the market value of assets and liabilities is the market
value of the Corporation's equity.  The current market value of
assets and liabilities is then recalculated assuming a
hypothetical, immediate (shock) increase or decrease in market
interest rates of 200 basis points.  The table below reflects the
outcome of this analysis.  This information is presented at
December 31, 2000 and December 31, 1999.  Market value of equity
would decline 6.26% if market rates were to immediately rise by 200
basis points and decline 1.32% if market rates were to immediately
drop by 200 basis points at December 31, 2000.  A decline is
occurring under both scenarios because of the callable securities
in the portfolio.  If market rates increase, they are not called
and decline in value.  If rates decline, they are called and have
to be replaced with lower-yielding securities.  The 2000
percentages are lower than last year, indicating a reduced
sensitivity to changes in interest rates.  Additionally, the
decline in market value of equity is less than 10%.  In
management's opinion, this is acceptable, given the unlikely
occurrence of this scenario.
<TABLE>
<CAPTION>

             Percentage Increase (Decrease) in Market Value of Equity
           200 Basis Point Increase       200 Basis Point Decrease
<S>                  <C>                           <C>
December 31, 2000    -6.26%                        -1.32%
December 31, 1999    -8.48%                         9.58%
</TABLE>

The outcome reflects management estimates on loan prepayments,
which vary depending on the relationship between the change in
rates scenarios and current book yields.  Investment securities are
assumed to remain in the Corporation's portfolio until maturity
unless called by the issuer.  Non-maturity deposits such as
checking and savings are assumed to mature over a 60-month period.

Rates on accounts that are interest bearing are increased or
decreased, according to the bank's pricing expectations, before the
cash flows are discounted.  As a result, while the rates on these
accounts change, they do not change to the same degree as market
rates.  This captures the value of the optionality in the pricing
of these deposits.  Discount rates for loans are based upon the
bank's loan pricing spreads and discount rates for term deposits
are based upon the cost of wholesale funding.


           MANAGEMENT'S STATEMENT OF FINANCIAL RESPONSIBILITY



The management of FNB Corporation is responsible for the content of
the financial information contained herein.  In order to meet this
responsibility, the financial statements have been prepared in
conformity with generally accepted accounting principles
appropriate in the circumstances to reflect, in all material
respects, the substance of events and transactions that should be
included.

The accounting systems and related internal accounting controls of
FNB Corporation and its subsidiaries are designed to provide
reasonable assurance that the financial records are reliable for
preparing financial statements and maintaining accountability for
assets, including safeguarding assets against loss from
unauthorized use or disposition.  The system of internal controls
is augmented by written policies, internal audits and staff
training programs.

The Audit Committee of FNB Corporation, composed solely of outside
directors, reviews the internal audit function and meets
periodically with representatives of McLeod & Company, independent
public accountants, whose selection to express an independent
professional opinion as to the fairness of the presentation of FNB
Corporation's consolidated financial statements has been ratified
by the shareholders.






J. Daniel Hardy, Jr.                     Daniel A. Becker
President and                            Senior Vice President and
   Chief Executive Officer                  Chief Financial Officer
FNB Corporation                          FNB Corporation




INDEPENDENT AUDITORS' REPORT





The Board of Directors and Stockholders
FNB Corporation


We have audited the accompanying consolidated balance sheets of FNB
Corporation and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of income, comprehensive income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2000.  These consolidated financial statements are
the responsibility of the Corporation's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of FNB
Corporation and subsidiaries as of December 31, 2000 and 1999, and the results
of their operations and their cash flows for each of the years in the three-
year period ended December 31, 2000, in conformity with generally accepted
accounting principles.




                                                 McLEOD & COMPANY




Roanoke, Virginia
February 2, 2001



<TABLE>
<CAPTION>

                                                   December 31, 2000 and 1999
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

ASSETS                                                  2000            1999
<S>                                                <C>               <C>
Cash and due from banks                            $  12,325          18,363
Federal funds sold                                     3,450               -
Securities available-for-sale, at fair value          68,974          68,154
Securities held-to-maturity, at amortized cost        28,193          33,221
Mortgage loans held for sale                             725              73
Loans:
   Commercial                                        113,645         113,321
   Consumer                                           77,433          69,312
   Real estate- commercial                            77,341          74,113
   Real estate - construction                         19,637          18,772
   Real estate - mortgage                            121,530         106,754

          Total loans                                409,586         382,272

          Loans, net of unearned income              409,586         382,272
Less allowance for loan losses                         5,670           5,173

          Loans, net                                 403,916         377,099
Bank premises and equipment, net                      14,580          13,480
Other real estate owned                                  281             129
Other assets                                           6,787           6,387

          Total assets                             $ 539,231         516,906
LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
   Noninterest-bearing demand deposits             $  50,107          43,365
   Interest-bearing demand and savings deposits      134,574         141,831
   Time deposits                                     187,849         167,162
   Certificates of deposit of $100,000 and over       59,129          46,513

          Total deposits                             431,659         398,871
   Federal funds purchased                                 -          13,635
   Securities sold under agreements to repurchase     10,634           7,031
   Other borrowed funds                               41,100          46,262
   Other liabilities                                   3,896           3,528

          Total liabilities                          487,289         469,327

Stockholders' equity:
   Common stock, $5.00 par value. Authorized
      10,000,000 shares; issued and outstanding
      4,049,887 shares in 2000 and 4,093,996
      in 1999                                         20,249          20,470
   Surplus                                            25,090          25,595
   Unearned compensation                                (78)               -
   Unearned ESOP shares (82,601 and 106,013
       shares in 2000 and 1999, respectively)        (1,374)          (1,747)
   Retained earnings                                  8,004            3,968
   Accumulated other comprehensive income (loss)         51             (707)

            Total stockholders' equity               51,942           47,579

            Total liabilities and stockholders'
                equity                            $ 539,231          516,906
</TABLE>

                  See accompanying notes to consolidated financial statements.
<TABLE>
<CAPTION>

                                 Years Ended December 31, 2000, 1999 and 1998
CONSOLIDATED STATEMENTS OF INCOME        (in thousands, except per share data)

                                             2000          1999      1998
<S>                                     <C>              <C>       <C>
Interest income:
   Interest and fees on loans           $  36,632        31,970    29,064
   Interest on securities:
      Taxable                               3,186         3,157     3,082
      Nontaxable                            2,100         2,253     2,278
Interest on federal funds sold                 99           183       507

            Total interest income          42,017        37,563    34,931

Interest expense:
   Interest on interest-bearing
      demand and savings deposits           3,966         3,400     2,958
   Interest on time deposits                9,915         8,905     9,801
   Interest on certificates
      of deposit of $100,000 and over       3,348         2,931     2,870
   Interest on federal funds
    purchased and securities
      sold under agreements to repurchase     437           380       261
   Interest on other borrowed
      funds                                 2,436         1,994     1,283
   Interest on ESOP debt                        -             -        76

            Total interest expense         20,102        17,610    17,249

         Net interest income               21,915        19,953    17,682
Provision for loan losses                   1,082         1,445     1,135

         Net interest income
            after provision for
            loan losses                    20,833        18,508    16,547
Noninterest income:
   Service charges on deposit
      accounts                              1,362         1,263     1,156
   Loan origination fees                      197           359       393
   Other service charges and fees           1,411         1,226       917
   Other income                               610           877       813
   Securities gains (losses), net             (52)            4       158

         Total noninterest income           3,528         3,729     3,437
Noninterest expense:
   Salaries and employee
     benefits                               7,924         7,309     6,570
   Occupancy and equipment
     expense, net                           2,628         2,497     2,166
   Cardholder/merchant processing             417           405       327
   Supplies expense                           440           448       503
   Other expenses                           3,664         3,305     2,830

            Total noninterest expense      15,073        13,964    12,396
Income before income tax
   expense                                  9,288         8,273     7,588
Income tax expense                          2,454         1,946     1,657

            Net income                  $   6,834         6,327     5,931

            Basic and diluted
                  earnings per share    $    1.71          1.59      1.50
</TABLE>

               See accompanying notes to consolidated financial statements.
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                Years Ended December 31, 2000, 1999 and 1998
                                                              (in thousands)

                                           2000          1999      1998
<S>                                     <C>             <C>       <C>
Net income                              $ 6,834         6,327     5,931


Other comprehensive income,
   before tax:
   Unrealized holding gains
     (losses) arising during
       period on securities               1,095        (1,453)      227
   Less:  reclassification
     adjustment for (gains)
     losses included in
      net income                             54             -      (142)
Other comprehensive income (loss)
   before tax                             1,149        (1,453)       85

Income tax effect of items of other
   comprehensive income                    (391)          463       (29)

Other comprehensive income (loss),
   net of tax                               758          (990)       56


Comprehensive income                    $ 7,592         5,337     5,987
</TABLE>

                 See accompanying notes to consolidated financial statements.
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF        Years Ended December 31, 2000, 1999 and 1998
CASH FLOWS                                                      (in thousands)

                                              2000            1999       1998
<S>                                      <C>               <C>        <C>
Cash flows from operating activities:
   Net income                            $   6,834           6,327      5,931
   Adjustments to reconcile
     net income to net cash
     provided by operating
     activities:
         Provision for loan losses           1,082           1,445      1,135
         Depreciation and
           amortization of
           bank premises and equipment       1,339           1,259      1,098
         ESOP compensation                     373             373        488
         Stock awards compensation              38               -          -
         Deferred income tax expense
           (benefit)                          (147)           (378)       132
         Loss (gain) on sales of
           securities available-
           for-sale, net                        54               -       (142)
         Amortization of premiums
           and accretion of discounts, net     260             537        230
         Gain on calls of securities
           held-to-maturity, net                (2)             (4)       (16)
         Loss (gain) on sale of
           other real estate and fixed
           assets                              (61)              1        (34)
         Proceeds from sales of
           mortgage loans held for sale     11,532          22,035     33,298
         Origination of mortgage
           loans held for sale             (12,184)        (20,462)   (33,785)
         Increase in other assets             (658)         (1,142)      (795)
         Increase in other liabilities         232             532         34

                Net cash provided by
                     operating activities    8,692          10,523      7,574

Cash flows from investing activities:
     Net decrease (increase) in
       federal funds sold                   (3,450)         10,600     (7,100)
     Proceeds from sales of
       securities
       available-for-sale                    5,094               -        617
     Proceeds from calls and
       maturities of securities
       available-for-sale                   26,870          14,400     39,232
     Proceeds from calls and
       maturities of securities
       held to maturity                      5,020           5,141      4,066
     Purchases of securities
       available-for-sale                  (31,935)        (27,297)   (34,196)
     Purchases of securities
       held-to-maturity                          -             (17)       (15)
     Net increase in loans                 (27,966)        (54,056)   (40,535)
     Proceeds from sale of fixed
       assets and other real estate
       owned                                   795             139        228
     Recoveries on loans previously
       charged off                             286             221        184
     Bank premises and equipment
       expenditures                         (2,934)         (1,479)    (1,561)

             Net cash used in
             investing activities          (28,220)        (52,348)   (39,080)

Cash flows from financing activities:
    Net (decrease) increase in demand
      deposits                                (515)         19,851     30,343
    Net (decrease) increase in time
      deposits and certificates of
      deposit                                3,303          (7,237)     3,369
    Net (decrease) increase in federal
      funds purchased                      (13,635)         13,635          -
    Net increase in securities sold
      under agreements to repurchase         3,603             381      1,190
    Net increase (decrease) in other
       borrowed funds                       (5,162)         24,650     (4,481)
    Principal payments on ESOP debt           (373)           (373)      (488)
    Sale of stock to ESOP                        -               -      1,400
    Repurchase of FNB Corporation stock       (871)              -          -
    Dividends paid                          (2,798)         (2,524)    (2,280)
    Dividends on unallocated ESOP shares       (62)            (70)       (78)

             Net cash provided by
                financing activities        13,490          48,313     28,975

Net increase (decrease) in cash and due
    from banks                              (6,038)          6,488     (2,531)
Cash and due from banks at
    beginning of year                       18,363          11,875     14,406

Cash and due from banks at end of year   $  12,325          18,363     11,875
</TABLE>


                   See accompanying notes to consolidated financial statements
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF       Years Ended December 31, 2000, 1999 and 1998
CHANGES IN STOCKHOLDERS' EQUITY(in thousands, except share and per share data)

                                                               Accum-
                                                               ulated
                                    Un-      Un-               Other
                                    earned   earned            Compre-
                   Common           Compen-  ESOP    Retained  hensive
                   Stock   Surplus  sation   Shares  Earnings  Income   Total
<S>               <C>     <C>      <C>      <C>      <C>       <C>     <C>
Balances at
December 31,
 1997             $16,619   10,782       -   (1,208)   13,793     227  40,213

Net income              -        -       -        -     5,931       -   5,931
Cash dividends,
 $0.57 per share        -        -       -        -    (2,280)      -  (2,280)
ESOP shares
  allocated
  upon loan
  repayment             -        -       -      488         -       -     488
10% stock
  dividend          1,691    7,439       -        -    (9,137)      -      (7)
Change in net
  unrealized
  gains losses)
  on securities
  available
  for sale,
  net of tax
  effect of
  $29                   -        -       -        -         -     56       56
Sale of
  60,215
  shares of
  stock to
  ESOP                301    1,099       -    1,400)        -      -        -

Balances at
December 31,
 1998              18,611   19,320       -   (2,120)    8,307    283   44,401

Net income              -        -       -        -     6,327      -    6,327
Cash dividends,
 $0.63 per
  share                 -        -       -        -    (2,524)     -   (2,524)
ESOP shares
  allocated
  upon loan
repayment               -        -       -      373         -      -      373
10%  stock
  dividend          1,859    6,275       -        -    (8,142)     -       (8)
Change in net
  Unrealized
  Gains
 (losses) on
  securities
  available
  for sale,
  net of tax
  effect
  of $463               -        -       -       -          -   (990)    (990)



Balances at
December 31,
 1999              20,470   25,595       -  (1,747)     3,968   (707)   7,579

Net income              -        -       -       -      6,834      -    6,834
Cash dividends,
 $0.70 per share        -        -       -       -     (2,798)     -   (2,798)
ESOP shares
  allocated
  upon loan
  repayment             -        -       -     373          -      -      373
Stock awards
  issued, net
  of unearned
  compensation         44      101     (78)      -          -      -       67
Repurchase
  and retirement
  of common
  stock              (265)    (606)      -       -          -      -     (871)
Change in net
  unrealized
  gains
 (losses) on
  securities
  available
  for sale,
  net of tax
  effect of
  $391                   -        -      -       -         -     758      758

Balances at
December 31,
 2000              $20,249   25,090    (78) (1,374)    8,004      51   51,942
</TABLE>

                  See accompanying notes to consolidated financial statements.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS      December 31, 2000
                                  (in thousands, except share data)


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The reporting entity is comprised of FNB Corporation, a bank
holding company, and its wholly owned subsidiaries (collectively
the "Corporation").  The primary subsidiary of FNB Corporation is
First National Bank (the "Bank").  The accounting and reporting
policies of the Corporation conform to generally accepted
accounting principles and general practices within the banking
industry.  In preparing the financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities as of the date of the balance
sheet and revenues and expenses for the year.  Actual results could
differ significantly from those estimates.

Material estimates that are particularly susceptible to significant
changes in the near term relate to the determination of the
allowance for loan losses and the valuation of other real estate
owned acquired in connection with foreclosures or in satisfaction
of loans.  In connection with the determination of the allowance
for loan losses and the valuation of other real estate owned,
management obtains independent appraisals for significant
properties.

Management believes that the allowance for loan losses and the
valuation of other real estate owned are adequate.  While
management uses available information to recognize loan losses and
write-downs of other real estate owned, future additions to the
allowance and write-downs of other real estate owned might be
necessary based on changes in economic conditions.  In addition,
various regulatory agencies, as an integral part of their
examination process, periodically review the allowance for loan
losses and valuation of other real estate owned.  Such agencies may
require the Bank to recognize additions to the allowance for loan
losses and additional write-downs of other real estate owned based
on their judgments of information available to them at the time of
their examination.

The following is a summary of the more significant accounting
policies.

(a)  Consolidation
     The consolidated financial statements include the
     accounts of FNB Corporation, a bank holding company, and
     its wholly owned subsidiaries.

(b)  Cash and Cash Equivalents
     For purposes of reporting cash flows, cash and cash
     equivalents include those amounts in the balance sheet
     caption, cash and due from banks.  Generally, cash and
     cash equivalents are considered to have maturities of
     three months or less.  The Bank maintains amounts due
     from banks, which, at times, may exceed federally insured
     limits.  No losses have been experienced in such
     accounts.

(c)  Securities
     The Corporation follows the provisions of Statement of
     Financial Accounting Standards No. 115, "Accounting
     for Certain Investments in Debt and Equity
     Securities."   Under Statement 115, investments in
     debt and equity securities are required to be
     classified in three categories and accounted for as
     follows:

          Debt securities which the Corporation has the positive intent and
          ability to hold to maturity are classified as held-to-maturity
          securities and reported at amortized cost, computed by the level
          yield method.

      Debt and equity securities that are bought and held principally for the
      purpose of selling them in the near term are classified as trading
      securities and reported at fair value, with unrealized gains and losses
      included in income.  The Corporation has no trading securities.

      Debt and equity securities not classified as either held-
      to-maturity or trading securities are classified as
      available-for-sale securities and reported at fair value,
      with unrealized gains and losses excluded from income and
      reported as a separate component of stockholders' equity,
      net of the related income tax effect.

      Gains and losses on sales of securities are based on the net
      proceeds and adjusted carrying amount of the security sold
      using the specific identification method.  Declines in fair
      values of individual securities below their cost that are
      other  than temporary are charged to income resulting in a
      new cost basis for the security.

(d)  Loans
     Loans are stated at the amount of funds disbursed plus the
     applicable amount, if any, of unearned interest and deferred
     fees and costs less payments received.  Interest on commercial
     and real estate mortgage loans is accrued based on the average
     loans outstanding times the applicable interest rates.
     Interest on installment loans is recognized on methods which
     approximate the level yield method.  Loan origination and
     commitment fees and certain costs are deferred, and the net
     amount is amortized over the contractual life of the related
     loans as an adjustment of the yield.

     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.

     Mortgage loans held for sale are carried at the lower of
     aggregate cost or market value.  Loans sold are removed from
     the accounts and any realized gain or loss is recorded.

(e)  Bank Premises and Equipment, Net
     Bank premises and equipment are stated at cost less
     accumulated depreciation and amortization.  Depreciation and
     amortization is charged to expense over the estimated useful
     lives of the assets, principally on the straight-line method.
     Costs of maintenance and repairs are charged to expense as
     incurred and improvements are capitalized.

(f)  Other Real Estate Owned
     Other real estate owned represents properties acquired through
     foreclosure or deed taken in lieu of foreclosure.  At the time
     of acquisition, these properties are recorded at the lower of
     the recorded investment in the loan or fair value less
     estimated costs to sell.  Expenses incurred in connection with
     operating these properties and subsequent write-downs, if any,
     are charged to expense.  Gains and losses on the sales of
     these properties are credited or charged to income in the year
     of the sale.

(g)  Income Taxes
     Deferred tax assets and liabilities are recognized for the
     future tax consequences attributable to differences between
     the financial statement carrying amounts of existing assets
     and liabilities and their respective tax bases and operating
     loss and tax credit carryforwards.  Deferred tax assets and
     liabilities are measured using enacted tax rates expected to
     apply to taxable income in the years in which those temporary
     differences are expected to be recovered or settled. The
     effect on deferred tax assets and liabilities of a change in
     tax rates is recognized in income in the period that includes
     the enactment date.

(h)  Net Income Per Share
     Net income per share computations are based on the weighted
     average number of shares outstanding during each year
     (3,993,288, 3,982,147, and 3,959,084 in 2000, 1999 and 1998,
     respectively, as restated). The weighted average shares
     outstanding do not include average unearned shares held by the
     Employee Stock Ownership Plan  (ESOP) totaling 88,998, 112,433
     and 126,466 shares for 2000, 1999 and 1998, respectively.  The
     shares held by the ESOP are not considered outstanding for net
     income per share calculations until the shares are released.

     During the third quarter of 1998 and 1999, the Corporation
     declared 10% stock dividends.  Earnings per share, dividends
     per share and weighted average shares for periods prior to the
     stock dividends have been restated to reflect the change in
     shares outstanding as though the stock dividends had occurred
     at the beginning of the earliest period presented.

(i)  Trust Assets
     Assets held by the Bank's trust department in a fiduciary or
     agency capacity are not included in the consolidated financial
     statements as they are not assets of the Corporation.

(j)  Reclassifications
     Certain reclassifications have been made to prior year amounts
     to conform to the 2000 presentation.

(2)  RESTRICTIONS ON CASH
     Federal reserve regulations require the Bank to maintain
     certain average balances as cash reserves.  The reserve
     requirements approximated $2,194 and $2,121 at December 31,
     2000 and 1999, respectively.

(3)  SECURITIES AVAILABLE-FOR-SALE
     The following sets forth the composition of securities
     available-for-sale, which are reported at fair value, at
     December 31, 2000 and 1999:
<TABLE>
<CAPTION>

                                        Gross        Gross        Approximate
                            Amortized   Unrealized   Unrealized   Fair
December 31, 2000           Costs       Gains        Losses       Values
<S>                         <C>         <C>          <C>          <C>
U.S. Treasury               $     500            3            -           503
U.S. Government agencies
   and corporations            16,217           49         (114)       16,152
States and political
   subdivisions                17,043          155         (106)       17,092
Other securities               35,137          317         (227)       35,227

Totals                      $  68,897          524         (447)       68,974
</TABLE>
<TABLE>
<CAPTION>

                                        Gross        Gross        Approximate
                            Amortized   Unrealized   Unrealized   Fair
December 31, 1999           Costs       Gains        Losses       Values
<S>                         <C>         <C>          <C>          <C>
U.S. Treasury               $   4,018            8            -         4,026
U.S. Government agencies
   and corporations            15,035           10         (221)       14,824
States and political
   subdivisions                15,173           40         (460)       14,753
Other securities               34,952            1         (402)       34,551

Totals                      $  69,178           59       (1,083)       68,154
</TABLE>

The amortized costs and approximate fair values of securities
available-for-sale by contractual maturity are shown below.
Expected maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
<TABLE>
<CAPTION>
                                                        Approximate
                                            Amortized   Fair
December 31, 2000                           Costs       Values
<S>                                         <C>         <C>
Due in one year or less                     $   4,581         4,569
Due after one year through five years          44,155        44,400
Due after five years through ten years         12,448        12,299
Due after ten years                             7,713         7,706

Totals                                      $  68,897        68,974
</TABLE>

Realized gains on securities available-for-sale were not material
in 2000 or 1999 and totaled $147 in 1998.  Realized losses on
securities available-for-sale were $54 and $5 in 2000 and 1998,
respectively and were not material in 1999.

The carrying value of securities available-for-sale pledged to
secure public and trust deposits and securities sold under
agreements to repurchase, and for other purposes as required or
permitted by law, was $13,532 at December 31, 2000 and $49,033 at
December 31, 1999.

(4)  SECURITIES HELD-TO-MATURITY
The amortized costs, gross unrealized gains and losses, and
approximate fair values of securities held-to-maturity at December
31, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>

                                        Gross        Gross        Approximate
                            Amortized   Unrealized   Unrealized   Fair
December 31, 2000           Costs       Gains        Losses       Values
<S>                         <C>         <C>          <C>          <C>
States and political
   subdivisions             $  28,193          402           (6)       28,589

Totals                      $  28,193          402           (6)       28,589
</TABLE>
<TABLE>
<CAPTION>

                                        Gross        Gross        Approximate
                            Amortized   Unrealized   Unrealized   Fair
December 31, 1999           Costs       Gains        Losses       Values
<S>                         <C>         <C>          <C>          <C>
States and political
   subdivisions             $  33,221          367          (96)       33,492

Totals                      $  33,221          367          (96)       33,492
</TABLE>

The amortized costs and approximate fair values of securities held-
to-maturity at December 31, 2000 by contractual maturity are shown
below.  Expected maturities may differ from contractual maturities
because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties.
<TABLE>
<CAPTION>

                                                        Approximate
                                            Amortized   Fair
December 31, 2000                           Costs       Values
<S>                                         <C>         <C>
Due in one year or less                     $   3,423         3,437
Due after one year through five years          19,913        20,205
Due after five years through ten years          4,857         4,947
Due after ten years                                 -             -

Totals                                      $  28,193        28,589
</TABLE>

Realized gains and losses on calls and maturities of securities
held-to-maturity were not material in 2000, 1999 or 1998. The
carrying value of securities held-to-maturity pledged to secure
public and trust deposits and securities sold under agreements to
repurchase, and for other purposes as required or permitted by law,
was $12,626 and $18,073 at December 31, 2000 and 1999,
respectively.

(5)  LOANS
At December 31, 2000 and 1999, there were direct loans to officers
and directors of $3,427 and $3,672, respectively.  During 2000, new
direct loans to officers and directors amounted to $518 and
repayments amounted to $763.  In addition, there were loans of
$1,873 and $3,423 at December 31, 2000 and 1999, respectively,
which were endorsed by directors or had been made to companies in
which directors had an equity interest.

At December 31, 2000 and 1999, the Corporation had sold without
recourse to financial institutions and other customers of the
Corporation participations in various loans in the amount of
$41,151 and $39,969 respectively.

(6)   ALLOWANCE FOR LOAN LOSSES AND IMPAIRED LOANS
Impaired loans are measured based on the present value of expected
future cash flows discounted at the loan's effective interest rate
or, as a practical expedient, at the loan's observable market price
or the fair value of the collateral if the loan is collateral
dependent.  A loan is considered impaired when, based on
management's judgment, it is probable that the Corporation will not
be able to collect on all amounts due according to the contractual
terms of the loan.  In making such assessment, management considers
the individual strength of borrowers, the strength of particular
industries, the payment history of individual loans, the value and
marketability of collateral and general economic conditions.
Management's methodology for evaluating the collectibility of a
loan after it is deemed to be impaired does not differ from the
methodology used for nonimpaired loans.

As of December 31, 2000 and 1999, the investment in impaired loans
approximated $2,521 and $4,575, respectively.  The December 31,
2000 and 1999 allowances for loan losses includes allowances of
$519 and $539, respectively, for these loans.  Impaired loans
averaged $3,548, $3,414 and $1,754 during 2000, 1999 and 1998,
respectively.  Interest on impaired loans is recognized in the same
manner as loans that are not considered impaired; that is, interest
is generally recognized on the cash basis once the collection of
principal or interest is 90 days or more past due.

A summary of the changes in the allowance for loan losses
(including allowances for impaired loans) follows:
<TABLE>
<CAPTION>

Years Ended December 31,           2000        1999        1998
<S>                             <C>           <C>         <C>
Balance at beginning of year    $ 5,173       4,640       4,291
Provisions for loan losses        1,082       1,445       1,135
Loan recoveries                     286         221         184
Loan charge-offs                   (871)     (1,133)       (970)
Balance at end of year          $ 5,670       5,173       4,640
</TABLE>

Nonperforming assets consist of the following:
<TABLE>
<CAPTION>

December 31,                      2000        1999        1998
<S>                            <C>           <C>         <C>
Nonaccrual loans               $ 2,391       4,517       1,109
Other real estate owned            281         129          30

Total nonperforming assets     $ 2,672       4,646       1,139
</TABLE>

There were no material commitments to lend additional funds to
customers whose loans were classified as nonperforming at December
31, 2000.

The following table shows the pro forma interest that would have
been earned on impaired loans if interest had been recorded using
the cash basis and the recorded interest that was included in
income on these loans:
<TABLE>
<CAPTION>

Years Ended December 31,         2000        1999        1998
<S>                           <C>            <C>         <C>
Cash basis interest -
   impaired loans             $    17         134          50

Recorded interest -
   impaired loans             $     9         120          48
</TABLE>

(7)   BANK PREMISES AND EQUIPMENT, NET
Bank premises and equipment are stated at cost less accumulated
depreciation and amortization as follows:
<TABLE>
<CAPTION>

December 31,                      2000        1999
<S>                           <C>           <C>
Land                          $  1,565       1,515
Buildings                       11,347      10,450
Furniture and equipment          9,842       8,354
Leasehold improvements             423         507
                                23,177      20,826

Less accumulated depreciation
   and amortization             (8,597)     (7,346)

Totals                        $ 14,580      13,480
</TABLE>

(8)  DEPOSITS
At December 31, 2000 and 1999, there were deposits from officers
and directors of $2,999 and $1,872, respectively.  Time deposits
and certificates of deposit of $100,000 and over as of December 31,
2000 mature as follows:

         2001       $ 160,362
         2002          49,514
         2003          20,286
         2004           8,516
         2005           8,277
         Thereafter        23
                    $ 246,978

(9)   SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER BORROWED FUNDS
Advances from the Federal Home Loan Bank of Atlanta were $41,100
and $46,262 on December 31, 2000 and 1999, respectively.  The fixed
interest rates on the advances as of December 31, 2000 range from
5.3 to 6.7 percent.  The advances are collateralized under a
blanket floating lien agreement whereby the Corporation gives a
blanket pledge of residential first mortgage loans for 1-4 units.
Of the total balance at December 31, 2000, $5,000 matures in 2001,
$100 matures in 2003, and $10,000 matures in 2004.  The remainder
matures after 2005.

Securities sold under agreements to repurchase (repurchase
agreements) at December 31, 2000 were collateralized by investment
securities controlled by the Corporation with a book value of
$12,702.  The maximum amount of repurchase agreements outstanding
during 2000 was $10,634, and the average amount outstanding during
2000 was $7,379.

(10)  EMPLOYEE BENEFIT PLAN
The Corporation sponsors a leveraged Employee Stock Ownership Plan
(ESOP), which covers all employees following the completion of one
year of service and attainment of age 21.  The ESOP invests
substantially in stock of the Corporation.  The purchase of some of
the shares held by the ESOP has been financed  by borrowings by the
ESOP.  In February 1998, the Corporation sold 60,215 shares to the
ESOP for $23.25 per share.  The ESOP borrowed $1,400 from another
financial institution to finance the purchase.  The ESOP's
obligation to repay these and  prior  borrowings  is  guaranteed
by  the  Corporation  and  secured  by  the  stock acquired.
During the third quarter of 1998, First National Bank purchased all
ESOP loans from the outside financial institution, which had
originally financed them.  Consequently, in the December 31, 2000
and 1999 consolidated balance sheets, the loans and the related
liability have been eliminated.

The amounts representing unearned employee benefits have been
recorded as reductions in stockholders' equity as unearned ESOP
shares.  These amounts are reduced and compensation expense is
recorded as the ESOP debt is curtailed and shares are released from
collateral.  Shares released are allocated to plan participants as
of the end of the Plan's year based on an allocation formula
specified in the Plan.  The ESOP is repaying the loans (plus
interest) using employer contributions and dividends received on
the shares of common stock held by the ESOP.  Dividends on
allocated ESOP shares are recorded as a reduction of retained
earnings.  Dividends on unallocated shares are recorded as a
reduction of ESOP debt to the extent used for debt service, and as
compensation expense to the extent expected to be allocated to
participants' accounts as additional compensation.  ESOP
compensation expense of $373, $373 and $488 was recorded for 2000,
1999 and 1998, respectively.

ESOP shares as of December 31, 2000 consisted of 684,917 allocated
shares and 82,601   unreleased and unearned shares.  Based on
quoted trading and bid prices, the fair value of the unreleased and
unearned shares at December 31, 2000 was $16.37 per share.

In 1997, the Corporation instituted a 401(k) plan that covers
substantially all employees who work at least 1,000 hours per year.
 Participants have the option to have up to 12% of their salary
withheld on a pre-tax basis to be contributed to the plan.  The
Corporation matches 100% of the first 3% of the participants'
contributions.  Participants may choose among several investment
options comprised primarily of mutual funds, but there is no stock
of the Corporation in the plan.  Matching contributions totaled
$151, $147 and $121 for 2000, 1999 and 1998, respectively.

(11)  INCOME TAXES
Total income taxes are allocated as follows:
<TABLE>
<CAPTION>

Years Ended December 31,             2000        1999        1998
<S>                              <C>            <C>         <C>
Income                           $  2,454       1,946       1,657
Stockholders' equity, for net
   unrealized gains and losses
   on securities available-for-
   sale recognized for financial
   reporting purposes                 391        (463)         30

Totals                           $  2,845       1,483       1,687
</TABLE>

The components of federal income tax expense (benefit) are as
follows:
<TABLE>
<CAPTION>

Years Ended December 31,              2000        1999      1998
<S>                               <C>            <C>       <C>
Current                           $  2,601       2,324     1,525
Deferred                              (147)       (378)      132

Total                             $  2,454       1,946     1,657
</TABLE>


The reconciliation of expected income tax expense at the statutory
federal rate with the reported tax expense at the effective rate is
as follows:
<TABLE>
<CAPTION>

Years Ended December 31,                2000          1999           1998

                                     Percent         Percent         Percent
                                     of              of              of
                                     Pretax          Pretax          Pretax
                             Amount  Income  Amount  Income  Amount  Income
<S>                         <C>      <C>     <C>     <C>     <C>     <C>
Expected tax expense at
   statutory rate           $ 3,158   34.0%   2,813   34.0%   2,580   34.0%
Increase (decrease) in
   taxes resulting from:
     Tax-exempt interest       (863)  (9.3)  (1,007) (12.2)    (979) (12.9)
     Nondeductible interest
       Expense                  113    1.2      124    1.5      135    1.8
       Other, net                46    0.5       16    0.2      (79)  (1.1)

Reported tax expense at
         effective rate     $ 2,454   26.4%   1,946   23.5%   1,657   21.8%
</TABLE>

The tax effects of temporary differences that give rise to
significant portions of deferred tax assets and deferred tax
liabilities are as follows:
<TABLE>
<CAPTION>

December  31,                                   2000          1999
<S>                                         <C>             <C>
Deferred tax assets:
  Loans, principally due to allowance
    for loan losses and unearned fees       $  1,689         1,535
  Securities, due principally to
    valuation allowance                            -           316
Accrued employee benefits due to accrual
    for financial
    reporting purposes in excess of actual
    contributions                                238           237
    Other                                         61            16

    Total gross deferred tax assets            1,988         2,104

Less valuation allowance                           -             -

Net deferred tax assets                        1,988         2,104

Deferred tax liabilities:
  Bank premises and equipment,
    due to differences in depreciation           351           359
  Securities, due principally to valuation
    allowance                                     26             -
  Investment securities, due to differences
    in discount accretion                        102            85
  Prepaids, due to advance payments               71            27

          Total gross deferred tax
            liabilities                          550           471

          Net deferred tax asset,
            included in other assets        $  1,438         1,633
</TABLE>

The Corporation has determined that a valuation allowance for gross
deferred tax assets is not necessary at December 31, 2000 or 1999
since deferred tax assets can be recognized during the carryback
period available under current tax laws.

(12) DIVIDEND RESTRICTIONS AND CAPITAL REQUIREMENTS
The holding company's principal asset is its investment in the
Bank, a wholly owned consolidated subsidiary.  The primary source
to date of income for the holding company has been dividends from
the Bank.  Regulatory agencies limit the amount of funds that may
be transferred from the Bank to the holding company in the form of
dividends, loans, or advances.

Under applicable federal laws, the Comptroller of the Currency
restricts, without prior approval, the total dividend payments of
the Bank in any calendar year to the net profits of that year, as
defined, combined with the retained net profits for the two
preceding years.  The total dividends that may be declared in 2001
without the approval of the Comptroller totals $7,410 plus year-to-
date 2001 net profits as of the declaration date.

The Corporation is subject to various regulatory capital
requirements administered by the federal banking agencies.  Failure
to meet minimum capital requirements can initiate certain
mandatory--and possibly additional discretionary--actions by
regulators that, if undertaken, could have a direct material effect
on the Corporation's financial statements.  Under capital adequacy
guidelines and the regulatory framework for prompt corrective
action, established by Section 38 of the Federal Deposit Insurance
Act (FDI ACT), the Corporation must meet specific capital
guidelines that involve quantitative measures of assets,
liabilities, and certain off-balance-sheet items as calculated
under regulatory accounting practices.  The Corporation's capital
amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings, and
other factors.

Quantitative measures established by regulation to ensure capital
adequacy require the Corporation to maintain minimum amounts and
ratios of total and Tier 1 capital (as defined in the regulations)
to risk-weighted assets (as defined), and of Tier 1 capital to
average assets (as defined).  Management believes, as of December
31, 2000, that the Corporation meets all capital adequacy
requirements to which it is subject.  The table below sets forth
the ratios for the Bank and on a consolidated basis for December
31, 2000 and 1999.

     As of December 31, 2000, the most recent notification from the
Office of the Comptroller of the Currency categorized the Bank as
well capitalized under the regulatory framework for prompt
corrective action (Section 38 of the FDI Act).  To be categorized
as well capitalized, minimum total risk-based capital, Tier 1 risk-
based capital, and Tier 1 leverage ratios as set forth in the table
below must be maintained.  There are no conditions or events since
that notification that management believes have changed the
institution's category.
<TABLE>
<CAPTION>

As of December 31, 2000:
                                 Minimum Requirements
                                                    Section 38 of
                                    For Capital    Federal Deposit
                        Actual      Adequacy        Insurance Act
                    Amount Ratio   Amount  Ratio   Amount    Ratio
<S>               <C>      <C>     <C>     <C>     <C>       <C>
Total Capital
  (to Risk
  Weighted Assets)
    Consolidated  $ 57,328  13.2%  34,783   8.0%     N/A
    Bank            51,567  11.9%  34,719   8.0%   43,399    10.0%
Tier 1 Capital
  (to Risk
  Weighted Assets)
    Consolidated    51,891  11.9%  17,391   4.0%     N/A
    Bank            46,135  10.6%  17,360   4.0%   26,040     6.0%
Tier 1 Capital
  (to Average
  Assets)
    Consolidated    51,891  10.0%  20,831   4.0%     N/A
    Bank            46,135   8.9%  20,656   4.0%   25,820     5.0%
</TABLE>
<TABLE>
<CAPTION>

As of December 31, 1999:
                                 Minimum Requirements
                                                    Section 38 of
                                     For Capital   Federal Deposit
                        Actual         Adequacy     Insurance Act
                     Amount  Ratio   Amount Ratio   Amount  Ratio
<S>                <C>       <C>     <C>    <C>     <C>     <C>
Total Capital
  (to Risk
  Weighted Assets)
    Consolidated   $ 53,459   12.9%  33,192   8.0%    N/A
    Bank             47,646   11.5%  33,160   8.0%  41,450   10.0%
Tier 1 Capital
  (to Risk
  Weighted Assets)
    Consolidated     48,286   11.6%  16,596   4.0%    N/A
    Bank             42,473   10.3%  16,580   4.0%  24,870    6.0%
Tier 1 Capital
  (to Average
  Assets)
    Consolidated     48,286   9.5%   20,270   4.0%    N/A
    Bank             42,473   8.5%   20,107   4.0%  25,134    5.0%
</TABLE>

(13) SUPPLEMENTAL CASH FLOW INFORMATION
The Corporation paid $19,785, $17,652 and $17,090 for interest and
$2,790, $1,999, and $1,604 for income taxes in 2000, 1999 and 1998,
respectively.  Noncash investing activities included $252, $190,
and $30 of loans transferred to other real estate owned in 2000,
1999 and 1998, respectively.

(14) COMMITMENTS AND CONTINGENCIES
The Corporation is involved from time to time in litigation arising
in the normal course of business.  Management believes that any
resulting settlements and disposition of these matters will not
have a material effect on the Corporation's consolidated results of
operations or financial position.

(15) FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
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.  The 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 sheets.  The
contract amounts of those instruments reflect the extent of
involvement the Corporation has in particular classes of financial
instruments.  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 these 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 $25,951 at December
31, 2000, and $26,872 at December 31, 1999 (included in amounts
below), the Corporation may not require collateral or other
security to support the following financial instruments with credit
risk:
<TABLE>
<CAPTION>

                                             Contract Amounts

December 31,                                      2000           1999
<S>                                          <C>               <C>
Financial instruments whose contract
  Amounts represent credit risk:
  Commitments to extend credit               $  79,310         88,046
  Standby letters of credit                      5,045          5,905
</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 creditworthiness 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 properties.

Commitments to extend credit, standby letters of credit and
financial guarantees written are not reflected in the financial
statements except to the extent of fees collected, which are
generally reflected in income.  The fulfillment of these
commitments would normally result in the recording of a loan at the
time the funds are disbursed.

The Corporation originates mortgage loans for sale to secondary
market investors subject to contractually specified and limited
recourse provisions.  In 2000, the Corporation originated $12,184
and sold $11,532 to investors, compared to $20,462 originated and
$22,035 sold in 1999. Every contract with each investor contains
certain recourse language.  In general, the Corporation may be
required to repurchase a previously sold mortgage loan if there is
major noncompliance with defined loan origination or documentation
standards, including fraud, negligence or material misstatement in
the loan documents.  Repurchase may also be required if necessary
governmental loan guarantees are canceled or never issued, or if an
investor is forced to buy back a loan after it has been resold as a
part of a loan pool.  In addition, the Corporation may have an
obligation to repurchase a loan if the mortgagor has defaulted
early in the loan term.  This potential default period ranges from
six to twelve months after sale of a loan to the investor.
Historically, repurchases under these recourse provisions have been
minimal.


(16)  CONCENTRATIONS OF CREDIT RISK
The Corporation does a general banking business, serving the
commercial, agricultural and personal banking needs of its
customers in its trade territory, commonly referred to as the New
River Valley, which consists of Montgomery County, Virginia and
portions of adjacent counties.   Operating results are closely
correlated with the economic trends within this area, which are, in
turn, influenced by the area's three largest employers - Virginia
Polytechnic Institute and State University, Radford University and
the Radford Arsenal.  Other industries include a wide variety of
manufacturing concerns and agriculture-related enterprises.  The
ultimate collectibility of the loan portfolios and the recovery of
the carrying amounts of repossessed property are susceptible to
changes in the market conditions of this area.  The commercial
portfolio is diversified with no significant concentrations of
credit within a single industry.  The consumer loan portfolio
included $53,273 and $50,477 of loans to individuals for household,
family and other personal expenditures at December 31, 2000 and
1999, respectively.  The real estate mortgage portfolio consists
primarily of loans secured by 1-4 family residential properties.

(17) DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments," requires the
Corporation to disclose estimated fair values of its financial
instruments.  The following methods and assumptions were used to
estimate the approximate fair value of each class of financial
instrument for which it is practicable to estimate that value:

(a)  Cash and Due from Banks and Federal Funds Sold
     The carrying amounts in the consolidated balance sheets are
     reasonable estimates of fair values.

(b)  Securities
     The fair value of securities, except certain state and
     municipal securities, is estimated based on bid prices
     published in financial newspapers or bid quotations received
     from securities dealers.  The fair value of certain state and
     municipal securities is not readily available through market
     sources other than dealer quotations, so fair value estimates
     are based on quoted market prices of similar instruments,
     adjusted for differences between the quoted instruments and
     the instruments being valued.

(c)  Loans
     Fair values are estimated for portfolios of loans with similar
     financial characteristics.  Loans are segregated by type
     (commercial, mortgage, consumer, etc.), by interest rate terms
     (fixed and adjustable rate) and by performing and
     nonperforming categories.  The fair value of performing loans
     is calculated by discounting scheduled cash flows through the
     estimated maturity using estimated market discount rates that
     reflect the credit and interest rate risk inherent in the loan
     as well as estimates for operating expenses and prepayments.
     The estimate of maturity is based on the Corporation's
     historical experience with repayments for each loan
     classification, modified, as required, by an estimate of the
     effect of current economic and lending conditions.

     Fair value for significant nonperforming loans is based on
     estimated cash flows that are discounted using a rate
     commensurate with the risk associated with the estimated cash
     flows.  Assumptions regarding credit risk, cash flows and
     discount rates are judgmentally determined using available
     market information and specific borrower information.

(d)  Deposits
     The fair value of demand and savings deposits is the amount
     payable on demand.  The fair value of fixed maturity time
     deposits and certificates of deposit is estimated using the
     rates currently offered for deposits of similar remaining
     maturities.

(e)  Federal Funds Purchased, Securities Sold Under Agreements to
     Repurchase and Other Borrowed Funds
     Rates currently available  for debt with similar terms and
     remaining maturities are used to estimate fair value of
     existing debt.

(f)  Commitments to Extend Credit and Standby Letters of Credit
     The only amounts recorded for commitments to extend credit and
     standby letters of credit are the deferred fees arising from
     these unrecognized financial instruments.  These deferred fees
     are not deemed significant at December 31, 2000 and 1999, and
     as such, the related fair values have not been estimated.

The carrying amounts and approximate fair values of the
Corporation's financial instruments are as follows:
<TABLE>
<CAPTION>

December 31,                           2000                    1999

                                          Approximate              Approximate
                               Carrying   Fair          Carrying   Fair
                               Amounts    Values        Amounts    Values
<S>                           <C>         <C>          <C>         <C>
Financial assets:
   Cash and due from banks    $  12,325     12,325        18,363     18,363
   Federal funds sold             3,450      3,450             -          -
   Securities available-
      for-sale                    8,974     68,974        68,154     68,154
   Securities held-
      to-maturity                28,193     28,589        33,221     33,492
   Loans, net of unearned
      income                    409,586    415,292       382,272    378,825

        Total financial
           assets             $ 522,528    528,630       502,010    498,834


Financial liabilities:
   Deposits                   $ 431,659    422,202       398,871    381,072
   Federal funds
      purchased, securities
      sold under agreements
      to repurchase and
      other borrowed
      funds                      51,734     52,053        66,928     66,507

         Total financial
         liabilities          $ 483,393    474,255       465,799    447,579
</TABLE>

Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial
instrument.  These estimates do not reflect any premium or discount
that could result from offering for sale at one time the
Corporation's entire holdings of a particular financial instrument.
Because no market exists for a significant portion of the
Corporation's financial instruments, fair value estimates are based
on judgments regarding future expected loss experience, current
economic conditions, risk characteristics of various financial
instruments and other factors.  These estimates are subjective in
nature and involve uncertainties and matters of significant
judgment and therefore cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet
financial instruments without attempting to estimate the value of
anticipated future business and the value of assets and liabilities
that are not considered financial instruments.  In addition, the
tax ramifications related to the realization of the unrealized
gains and losses can have a significant effect on fair value
estimates and have not been considered in the estimates.

(18)  PARENT COMPANY FINANCIAL INFORMATION

Condensed financial information of FNB Corporation (the parent or
holding company) is presented below:
<TABLE>
<CAPTION>

                    Condensed Balance Sheets

Assets                           December 31, 2000    December 31, 1999
<S>                              <C>                  <C>
Securities available for sale,
   at fair value                          $  5,816                5,279
Investment in bank subsidiary               46,231               41,921
Receivable from bank subsidiary                908                1,703
Other assets                                   109                  114
    Total  Assets                         $ 53,064               49,017

Liabilities

ESOP debt                                 $  1,122                1,438

    Total  Liabilities                       1,122                1,438

Stockholders' Equity
Common stock and surplus                     5,339               46,065
Retained earnings                            8,004                3,968
Other                                       (1,401)              (2,454)
    Total Stockholders' Equity              51,942               47,579
    Total Liabilities & Stockholders'
        Equity                            $ 53,064               49,017
</TABLE>
<TABLE>
<CAPTION>

                  Condensed Statements of Income

                          2000        1999        1998
<S>                         <C>             <C>           <C>
Net interest income         $   233           228            24
Non interest income             327            92           465
Non interest expense           (646)         (432)         (489)
Equity in earnings of
   bank subsidiary            6,920         6,439         5,931
Income before income taxes    6,834         6,327         5,931
Income tax expense                -             -             -
Net income                  $ 6,834         6,327         5,931
</TABLE>


<TABLE>
<CAPTION>
                        Condensed Statements of Cash Flows

                                   2000             1999             1998
<S>                            <C>                <C>              <C>
Dividends paid                 $ (2,798)          (2,524)          (2,280)
Dividends received from
   subsidiary bank                3,257            2,692            7,578
Issuance of new ESOP debt             -                -            1,400
Principal repayments on
   ESOP debt                       (373)            (373)            (488)
Purchase of securities
   available for sale              (564)            (233)          (5,380)
Proceeds from sales and
   maturities of securities         100              100                -
Net change in receivable
   from subsidiary bank             795              (21)          (1,168)
Other, net                         (417)             359              338

   Cash at beginning of year          -                -                -
   Cash at end of year         $      -                -                -
</TABLE>

NOTES:
    (1)  The ESOP loan is held by the Bank and as such is eliminated in
consolidation.

(19)  INTERIM FINANCIAL INFORMATION (Unaudited)

      Consolidated quarterly results of operations were as follows:
<TABLE>
<CAPTION>

                                        2000
                                 Three Months Ended
                    March 31  June 30  September 30   December 31
<S>                 <C>       <C>      <C>            <C>
Interest income     $  9,982   10,396        10,664        10,975
Interest expense       4,735    4,946         5,158         5,263
Provision for loan
   losses                293      292           293           204
Noninterest income       829      877           894           928
Noninterest expense    3,562    3,762         3,760         3,989
Income before income
   tax expense         2,221    2,273         2,347         2,447
Income tax expense       575      593           622           664
Net income          $  1,646    1,680         1,725         1,783

Basic and fully
   diluted earnings
   per share        $   0.41     0.42          0.43          0.45
</TABLE>
<TABLE>
<CAPTION>




                                         1999
                                  Three Months Ended
                    March 31  June 30  September 30   December 31
<S>                 <C>       <C>      <C>            <C>
Interest income     $  8,844    9,167         9,599         9,953
Interest expense       4,199    4,283         4,529         4,599
Provision for loan
   losses                289      300           300           556
Noninterest income     1,029      891           867           942
Noninterest expense    3,310    3,476         3,527         3,651
Income before income
   tax expense         2,075    1,999         2,110         2,089
Income tax expense       484      465           503           494
Net income          $  1,591    1,534         1,607         1,595

Basic and fully
   diluted earnings
   per share        $   0.40     0.39          0.40          0.40
</TABLE>

Net income per share in the above tables has been restated to
reflect retroactively a 10% stock dividend declared in the third
quarter of 1999.

(20) Stock Compensation Plans

In 2000 the Corporation's stockholders approved the FNB Corporation
2000 Incentive Stock Plan (the "Plan"), as previously adopted by
the Board of Directors.  The Plan makes available up to 400,000
shares of common stock for awards to key employees and non-employee
directors of the Corporation and its subsidiaries in the form of
stock options, stock appreciation rights, and stock awards.  The
Plan will expire in 2010, unless sooner terminated by the Board.
Any option terms not specified in the Plan such as exercise prices,
expiration dates, and vesting provisions are set forth in an
agreement governing each grant.  A stock option may be either an
incentive stock option within the meaning of Section 422 of the
Internal Revenue Code or a non-qualified stock option.

In order to reflect such events as stock dividends, stock splits,
recapitalizations, mergers, consolidations, or reorganizations by
the Corporation, the number of shares subject to each outstanding
grant, the exercise price, and the aggregate number of shares from
which grants or awards may be made may be adjusted.

Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," sets forth
compensation recognition principles that are based on a fair value
model.  The Corporation has elected another alternative provided
for under SFAS No. 123, which is to account for the activity under
the Plan using the accounting prescribed by Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees."
Under Opinion No. 25, compensation cost is not recognized in the
financial statements except to the extent of the excess, if any, of
the market price of the underlying stock over the exercise price of
the stock option at the date of grant.  The Corporation has not
issued any options requiring compensation cost to be recognized.
No options were exercised in 2000, and none were exercisable at
December 31, 2000.

Compensation cost for awards of stock requiring no payment by the
grantee is recorded at the effective date of the award and is
measured by the market price of the stock awarded as of that date.
 Such cost is amortized to expense over the period of service to
which the award relates.

In 2000, the Corporation issued 35,000 nonqualified stock options
to non-employee directors and 29,800 nonqualified stock options to
employees, all with an exercise price of $16.50 per share.
Additionally, 7,500 incentive stock options were issued to an
executive officer at an exercise price of $15.875.  Since the
exercise prices approximated the market value on the respective
grant dates, no compensation cost was recorded.  The options expire
in 10 years, and they vest in terms of exercisability at a rate of
25% per year on each of the first four anniversary dates from
grant.  The total fair value (as defined by SFAS No. 123 above) at
grant date for the options was $314 (pre-tax).  The weighted
average fair value for all options granted in 2000 was $4.35 per
option.  Had the fair value method of accounting prescribed by SFAS
No. 123 been followed, the effect on earnings per share and net
income for 2000 would have been negligible.

Significant assumptions based to estimate the fair values of the
options under the SFAS No. 123 methodology are as follows:

     Risk-free interest rate   6.0%
     Expected life             9.8 years
     Expected dividends        4.1%
     Expected volatility      20.0%

In 2000, certain officers were awarded a total of 5,000 shares of
restricted common stock at a fair value of $16.50 per share.  The
awards vest (that is, the restrictions attached to the awards
lapse) at the rate of 20% annually over a five year period.  The
value of unvested awards is shown in the stockholders' equity
section of the balance sheet as unearned compensation.  The total
fair value of $83 is being amortized to expense over that five year
service period.  Also during 2000, a total of 3,800 shares of
common stock were awarded to non-employee directors at a fair value
of $16.50 per share.  The fair value of $63 is attributable to a
12-month service period and, accordingly, is being amortized to
expense over that period.  The total compensation expense recorded
in 2000 related to awards of stock was $38.

(21) Mergers and Acquisitions

During the third quarter of 2000, FNB Corporation and SWVA
Bancshares, Inc. ("SWVA"), parent company of Southwest Virginia
Savings Bank of Roanoke, Virginia, entered into an Agreement and
Plan of Merger to merge SWVA into FNB.  Under the terms of the
proposed transaction shareholders of SWVA will receive
consideration valued at $20.25 for each share of SWVA common stock
surrendered, in the form of cash, common stock of FNB, or a
combination of cash and common stock, at each SWVA shareholder's
election.  The cash portion of the consideration, however, will be
limited to 20 percent of the total consideration paid.  A
registration statement has been filed with the Securities and
Exchange Commission ("SEC") to register the FNB stock to be
issued in conjunction with the merger.  Subject to approval by the
SWVA shareholders, the merger is expected to close in the first
quarter of 2001.

Also during the third quarter of 2000, FNB Corporation and CNB
Holdings, Inc. ("CNB"), parent company of Community National Bank
of Pulaski, Virginia, entered into an Agreement and Plan of Merger
to merge CNB into FNB.  Under the terms of the proposed transaction
shareholders of CNB will receive consideration valued at $10.60 for
each share of CNB common stock surrendered, in the form of cash,
common stock of FNB, or a combination of cash and common stock, at
each CNB shareholder's election.  The cash and FNB stock portions
of the consideration, however, will each be limited to 50 percent
of the total consideration paid.  A registration statement has been
filed with the SEC to register the FNB stock to be issued in
conjunction with the merger, however it has not yet been declared
effective.

During the fourth quarter of 2000, a suit was filed against
Community National Bank by another bank and is now pending.  The
suit seeks to recover alleged damages in the total amount of
approximately $3.4 million (including $1 million of consequential
damages) arising from an apparent check-kiting scheme engaged in by
a customer of both banks.  Community National has denied any
liability to the plaintiff and intends to contest the suit
vigorously.  Community National believes that it has substantial
defenses to liability as well as a potential claim for indemnity
against a third party.  In view of the amount of damages claimed
and the inherent uncertainty of litigation, submission of the
pending merger to the stockholders of CNB has been delayed, and the
merger could be adversely affected.  The merger is subject to
approval by the CNB shareholders and regulatory agencies and other
standard conditions for transactions of this nature, including a
requirement that no material adverse change in the financial
condition or business of CNB shall have occurred.
For tax purposes, the above transactions will be structured as tax-
free reorganizations to the extent of the shares exchanged.  For
financial reporting purposes, the mergers will be accounted for
under the purchase method of accounting in accordance with
Accounting Principles Board Opinion No. 16, "Business
Combinations," as amended.  Under this method of accounting, the
purchase price will be allocated to assets acquired and liabilities
assumed based on their fair values at the date of the acquisition.
 Any excess of purchase price over the net fair values of assets
acquired and liabilities assumed will be recorded as goodwill.

During the third quarter of 2000, FNB Corporation entered into an
agreement to purchase the two First Union National Bank branches
located in Pearisburg and Wytheville, Virginia.  Under the terms of
the agreement, FNB will pay $1.7 million for the owned real estate,
and will pay book value for loans, equipment and fixtures, and cash
on hand related to the branches.  Additionally, FNB will assume the
deposits of the branches, estimated at an aggregate $85 million at
the time of the agreement.  The net acquisition price will reflect
deposit premiums of 8% and 5% for the Pearisburg and Wytheville
deposits, respectively.  The transaction will be accounted for
under the purchase method of accounting; any excess of purchase
price over the net fair values assigned to assets acquired and
liabilities assumed will be recorded as goodwill.  The agreement is
subject to approval by bank regulators and other standard
conditions for transactions of this nature.  The transaction is
expected to close at or near the end of the first quarter of 2001.

The accompanying audited financial statements do not include the
assets, liabilities, or operations of SWVA, CNB, or the two
branches to be acquired.  The income statement of the combined
company will only include the operating results of the acquired
banks and branches from the effective dates of each respective
transaction.