Exhibit (3) (iii)

                                FNB CORPORATION


                             RESTATEMENT OF BYLAWS
                           (Approved June 29, 2000)

                                   ARTICLE I


Meetings of Shareholders

Section 1.1.  Annual Meeting.  The regular annual meeting of the shareholders
for the election of Directors and the transaction of whatever other business
that may properly come before the meeting, shall be held at such place as the
Board may designate on the second Tuesday of May of each year or at such other
time as the Board designates.  Notice of such meeting shall be mailed, postage
prepaid, at least ten days but not more than sixty days prior to the date
thereof, addressed to each shareholder at his address appearing on the books of
the holding company.  If for any cause, an election of Directors is not made on
the said day, the Board of Directors shall order the election to be held on some
subsequent day, as soon thereafter as practicable, according to the provision of
law; and notice thereof shall be given in the manner herein provided for the
annual meeting.

Section 1.2.  Special Meetings.  Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the Board of Directors, the Chairman of the Board or the President.
Every such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, not less than ten days nor more than sixty days prior
to the date fixed for such meeting, to each shareholder at his address appearing
on the books of the holding company, a notice stating the purpose of the
meeting.

Section 1.3.  Nominations for Director.  Nominations for election to the Board
of Directors may be made by the Board of Directors or by any stockholder of any
outstanding class of capital stock of the holding company entitled to vote for
the election of Directors.  Nominations, other than those made by or on behalf
of the existing management of the bank, shall be made in writing and shall be
delivered or mailed to the President of the holding company, not less than l4
days nor more than 50 days prior to any meeting of stockholders called for the
election of Directors; provided, however, if less than 21 days notice of the
meeting is given to shareholders, such nomination shall be mailed or delivered
to the President of the holding company not later than the close of business on
the seventh day following the day on which the notice of meeting was mailed.
Such notification shall contain the following information to the extent known to
the notifying shareholder:  (a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the holding company that will be voted for each
proposed nominee; (d) the name and address of the notifying shareholder; and (e)
the number of shares of capital stock of the holding company owned by the
notifying shareholder.  Nominations not made in accordance herewith shall not be
considered at the meeting.

Section 1.4   Eligibility for Nomination to Board.    No person shall be
eligible for nomination (and subsequent election) for Director if they have
attained or will attain age seventy (70) during the calendar year when they are
proposed to be nominated for election of Directors.  In the event the
Corporation acquires voting control of more than one chartered bank, any
Director of this Corporation who shall serve as a director of such chartered
bank controlled by the Corporation shall not be eligible for renomination as a
director of this Corporation unless such director resigns as a director of the
chartered bank or serves as President or is appointed by the Corporation to
serve as Chairman of the chartered bank.

Section 1.5.  Judges of Election.  Every election of Directors shall be managed
by three judges, who shall be appointed from among the shareholders by the Board
of Directors.  The judges of election shall hold and conduct the election at
which they are appointed to serve; and, after the election, they shall file with
the Secretary a certificate under their hands, certifying the result thereof and
the names of the Directors elected.  The judges of election, at the request of
the Chairman of the meeting, shall act as tellers of any other vote by ballot
taken at such meeting, and shall certify the result thereof.

Section 1.6.  Proxies.  Shareholders may vote at any meeting of the shareholders
by proxies duly authorized in writing.  Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting.  Proxies
shall be dated and shall be filed with the records of the meeting.

Section 1.7.  Quorum.  A majority of the outstanding capital stock, represented
in person or by proxy, shall constitute a quorum at any meeting of shareholders,
unless otherwise provided by law; but less than a quorum may adjourn any
meeting, from time to time, and the meeting may be held, as adjourned, without
further notice.  A majority of the votes cast shall decide every question or
matter submitted to the shareholders at any meeting, unless otherwise provided
by law or by the Articles of Incorporation.

                                 ARTICLE II
Directors

Section 2.1.  Board of Directors.  The Board of Directors (hereinafter referred
to as the "Board"), shall have power to manage and administer the business and
affairs of the holding company.  Except as expressly limited by law, all
corporate powers of the holding company shall be vested in and may be exercised
by said Board.

Section 2.2.  Number.  The Board shall consist of not less than three
shareholders nor more than fifteen, the exact number to be fixed and determined
from time to time by resolution of a majority of the full Board or by resolution
of the shareholders at any meeting thereof.

Section 2.3  Class of Directors.  Directors shall be divided into three classes
for the purpose of elections as set forth in the holding company's Articles of
Incorporation.

Section 2.4.  Organization Meeting.  The President or Executive Vice-President,
upon receiving the certificate of the judges, of the result of any election,
shall notify the directors-elect of their election and of the time at which they
are required to meet at the main office of the holding company for the purpose
of organizing the new Board and electing and appointing officers of the holding
company for the succeeding year.  Such meeting shall be appointed to be held on
the day of the election or as soon thereafter as practicable, and, in any event,
within thirty days thereof, and if, at the time fixed for such meeting, there
shall not be a quorum present, the Directors present may adjourn the meeting,
from time to time, until a quorum is obtained.

Section 2.5.  Regular Meetings.  The Regular Meetings of the Board of Directors
shall be held, without notice, on the second Thursday of each month at 8:00 a.m.
in the Board of Directors? room at First National Bank or at such time, place
and with such frequency as the Board may establish at a regular meeting.  When
any regular meeting of the Board falls upon a holiday, the meeting shall be held
on the next banking business day, unless the Board shall designate some other
day.

Section 2.6.  Special Meetings.  Special Meetings of the Board of Directors may
be called by the President or Executive Vice President of the holding company,
or at the request of three (3) or more Directors.  Each member of the Board of
Directors shall be given notice stating the time and place, by facsimile,
letter, or in person, of each such special meeting.

Section 2.7.  Quorum.  A majority of the Directors shall constitute a quorum at
any meeting, except when otherwise provided by law; but a less number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.  If a quorum is present, the Board may take
action through the vote of a majority of directors who are in attendance.

Section 2.8.  Vacancies.  When any vacancy occurs among the Directors, the
remaining members of the Board, in accordance with the laws of the Commonwealth
of Virginia and the Articles of Incorporation of the Corporation, may appoint a
Director to fill such vacancy at any regular meeting of the Board, or at a
special meeting called for that purpose.


                              ARTICLE III

Committees of the Board

The Board of Directors has power over and is solely responsible for the
management, supervision and administration of the holding company.  The Board of
Directors may delegate its power, but not any of its responsibilities, to such
persons or committees as the Board may determine, including committees of the
Corporation's  wholly owned subsidiary, First National Bank.  The chief
executive officers of the Corporation shall serve as ex officio members of all
committees of the Board with voting rights; however, membership on the Audit
Committee shall not include voting rights.

The Board of Directors must formally ratify written policies authorized by
committees of the Board before such policies become effective.  Each committee
must have one or more member(s), who serve at the pleasure of the Board of
Directors.  Provisions of the articles and bylaws governing quorum and voting
requirements of the Board of Directors, apply to committees and their members as
well.  The creation of a committee and appointment of members to it must be
approved by the Board of Directors.

Section 3.1.  Administrative Committee.  There may be an Administrative
Committee composed of not less than two outside directors.  The Board may
appoint new members or replace members whenever it so chooses.  The
Administrative Committee shall have authority to exercise, when the Board is not
in session, all other powers of the Board that may lawfully be delegated. The
Administrative Committee shall keep minutes of its meetings, and such minutes
shall be submitted at the next regular meeting of the Board of Directors at
which a quorum is present, and any action taken by the Board with respect
thereto shall be entered in the minutes of the Board.

Section 3.2.  Asset Liability Management Committee.  There may be an Asset
Liability Management Committee composed of not less than two outside directors
and any designated officers of the bank subsidiaries, directors and designated
officers being appointed by the Board annually or more often.  The Asset
Liability Management Committee shall have the authority thereto, and to
exercise, when the Board is not in session, all powers of the Board regarding
the oversight of the holding company's assets and liabilities that may be
lawfully delegated.  The Asset Liability Management Committee shall keep minutes
of its meetings, and such minutes shall be submitted at the next regular meeting
of the Board of Directors at which a quorum is present, and any action taken by
the Board with respect thereto shall be entered in the minutes of the Board.

Section 3.3.  Audit Committee.  There may be an Audit Committee composed of not
less than two outside directors, exclusive of any active officers of the holding
company or its bank subsidiaries, appointed by the Board annually or more often.
The  duty of that committee shall be to examine at least once during each
calendar year and within l5 months of the last examination the affairs of the
holding company or its affiliates or cause suitable examinations to be made by
auditors responsible only to the Board of Directors and to report the result of
such examination in writing to the Board at the next regular meeting thereafter.
Such report shall state whether the holding company or its affiliates is in a
sound condition, and whether adequate internal controls and procedures are being
maintained and shall recommend to the Board such changes in the manner of
conducting the affairs of the holding company as shall be deemed advisable.

Section 3.4  Other Committees.  The Board of Directors may appoint, from time to
time, from its own members, compensation, special litigation and other
committees of one or more persons, for such purposes and with such powers as the
Board may determine.

However, a committee may not:

(1)   Authorize distributions of assets or dividends.
(2)   Approve action required to be approved by shareholders.
(3)   Fill vacancies on the Board of Directors or any of its committees.
(4)   Amend articles of incorporation.
(5)   Adopt, amend or repeal bylaws.
(6)   Authorize or approve issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences and limitations of a
class or series
of shares.

                              ARTICLE IV

Officers and Employees

Section 4.1.  Chairman of the Board.  The Board of Directors may appoint one of
its members to be Chairman of the Board to serve at the pleasure of the Board.
He shall preside at all meetings of the Board of Directors.  The Chairman of the
Board shall supervise the carrying out of the policies adopted or approved by
the Board.  He shall also have and may exercise such further powers and duties
as from time to time may be conferred upon, or assigned to him by the Board of
Directors.

Section 4.2.  President.  The Board of Directors shall appoint a President of
the holding company.  The President shall have general executive powers, and
shall have and may exercise any and all other powers and duties pertaining by
law, regulation, or practice, to the office of President, or imposed by these
Bylaws.  He shall also have and may exercise such further powers and duties as
from time to time may be conferred upon, or assigned to him by the Board of
Directors.

Section 4.3.  Executive Vice President.  The Board of Directors shall appoint an
Executive Vice President.  The Executive Vice President shall have such powers
and duties as may be assigned to him by the Board of Directors.  The Executive
Vice President shall be designated by the Board of Directors, in the absence of
the President, to perform all the duties of the President.

Section 4.4.  Secretary.  The Board of Directors shall appoint a Secretary of
the Board and of the holding company, and shall keep accurate minutes of all
meetings.  He shall give all notices required by these Bylaws. He shall be
custodian of the corporate seal, records, documents and papers of the holding
company.  He shall provide for the keeping of proper records of all transactions
of the holding company.  He shall have and may exercise any and all other powers
and duties pertaining by law, regulation or practice, or imposed by these
Bylaws.  He shall also perform such other duties as may be assigned to him, from
time to time, by the Board of Directors.

Section 4.5.  Other Officers.  The Board of Directors may appoint one or more
Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, and such other officers and
Attorneys-in-fact as from time to time may appear to the Board of Directors to
be required or desirable to transact the business of the holding company.  Such
officers shall respectively exercise such powers and perform such duties as
pertain to their several offices, or as may be conferred upon, or assigned to
them by the Board of Directors, the Chairman of the Board, the President or
Executive Vice President.

Section 4.6.  Tenure of Office.  Subject to any agreement to the contrary, the
President and Executive Vice President shall hold his office for the current
year for which the Board of which he shall be a member was elected, unless he
shall resign, become disqualified, or be removed, and any vacancy occurring in
the office of President and Executive Vice President shall be filled promptly by
the Board of Directors.

                                ARTICLE V


Stock and Stock Certificates

Section 5.l.  Transfers.  Shares of stock shall be transferable on the books of
the holding company or such other party as designated by the Board of Directors,
and a transfer book shall be kept in which all transfers of stock shall be
recorded.  Every person becoming a shareholder by such transfer shall, in
proportion to his shares, succeed to all rights of the prior holder of such
shares.  The Board of Directors may impose conditions upon the transfer of the
stock reasonably calculated to simplify the work of the holding company with
respect to stock transfers, voting at shareholder's meetings, and related
matters and to protect against fraudulent transfers.

Section 5.2.  Stock Certificates.  Certificates of Stock shall bear the
signature of any holding company officer and attested by any other holding
company officer.  Each certificate shall recite on its face that the stock
represented thereby is transferable only upon the books of the holding company
and properly endorsed.



                             ARTICLE VI

Corporate Seal

The President, the Executive Vice President, the Secretary, the Assistant
Secretary or any other officer, shall have authority to affix the corporate seal
to any document requiring such seal, and to attest the same.  Such seal shall be
substantially in the following form:

(            )
( Impression )
(   Of       )
(    Seal    )
(            )


                               ARTICLE VII

Miscellaneous Provisions

Section 7.l.  Fiscal Year.  The fiscal year of the holding company shall be the
calendar year.

Section 7.2.  Execution of Instruments.  All agreements, indentures, mortgages,
deeds, conveyances, transfers, certificates, declarations, receipts, discharges,
releases, satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, proxies and other instruments or documents may
be signed, executed, acknowledged, verified, delivered or accepted on behalf of
the bank by the President, the Executive Vice President, any Vice President, the
Secretary or Assistant Secretary or any other holding company officer.  The
provisions of this Section 7.2 are supplementary to any other provision of these
Bylaws.


Section 7.3.  Records.  The Articles of Incorporation, the Bylaws and the
proceedings of all meetings of the shareholders, the Board of Directors,
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose.  The minutes of each meeting shall be signed by the
Secretary or other officer appointed to act as Secretary of the meeting.  A
shareholder shall be entitled to inspect the records of the corporation provided
(1) he has been a shareholder of record for at least six months immediately
preceding his demand or is the holder of record of at least five percent of all
outstanding shares and (2) he gives the holding company written notice of his
demand at least five business days before the corporation wishes to inspect and
copy, as permitted by Virginia law, from time to time.


                              ARTICLE VIII

Bylaws

Section 8.l.  Inspection.  A copy of the Bylaws, with all amendments thereto,
shall at all times be kept in a convenient place within the holding company
offices, and shall be open for inspection to all shareholders, during banking
hours only, and according to the procedures outlined in Section 7.3.

Section 8.2.  Amendments.  The Bylaws may be amended, altered or repealed, at
any regular meeting of the Board of Directors, by a vote of a majority of the
whole number of the Directors.  The Bylaws may also be amended, altered or
replaced by shareholders either by unanimous action without a meeting or by a
majority vote of the outstanding shares at a duly called meeting.