Exhibit #(3.1)
	                           ARTICLES OF INCORPORATION

                                       	OF

                                	FNB CORPORATION


                                   	I  Name

The name of the corporation is FNB Corporation.

                                 	II  Purpose

The purpose for which the Corporation is organized is to act as a bank
holding company and to transact any and all lawful business, not required to
be specifically stated in the Articles of Incorporation, for which
corporations may be incorporated under the Virginia Stock Corporation Act.

                               	III  Capital Stock

The Corporation shall have authority to issue five million  (5,000,000)
shares of Common Stock, par value $5.00 per share.

     (a)  Dividends.  Subject to the provisions of law and the rights of
holders of shares at the time outstanding of all classes of stock having prior
rights as to dividends, the holders of Common Stock at the time outstanding
shall be entitled to receive such dividends at such times and in such amounts
as the Board of Directors may deem advisable.
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     (b)  Liquidation.  In the event of any liquidation, dissolution or
winding up (whether voluntary or involuntary) of the Corporation, after
payment or provision for the payment of all the liabilities and obligations of
the Corporation and all preferential amounts to which the holders of shares at
the time outstanding of all classes of stock having prior rights thereto shall
be entitled, the remaining net assets of the Corporation shall be distributed
ratably among the holders of the shares at the time outstanding of Common
Stock.

     (c)  Voting.  Except to the extent to which the Board of Directors
shall have specified voting power with respect to any other class of stock and
except as otherwise provided by law, the exclusive voting power shall be
vested in the Common Stock, the holder thereof being entitled to one vote for
each share of Common Stock at all meetings of the shareholders of the
Corporation.

                       	IV  No Preemptive Rights

No holder of shares of the capital stock of the Corporation of any class
shall have any preemptive or preferential right to subscribe to or purchase
(i) any shares of capital stock of the Corporation, (ii) any securities
convertible into such shares or (iii) any options, warrants or rights to
purchase such shares or securities convertible into any such shares.

                             V  Directors

The business and affairs of the Corporation shall be managed by or under
the direction of a Board of Directors consisting of such number of directors
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as may be fixed from time to time in the bylaws or by resolution adopted by
the affirmative vote of a majority of the Directors then in office.  The
Directors shall be divided into three classes, designated as Class I, Class
II, and Class III.  Each class shall consist, as nearly as may be possible, of
one-third of the total number of Directors constituting the entire Board of
Directors, with one class to be originally elected for a term of one year,
another class to be originally elected for a term expiring in two years, and
another class to be originally elected for a term of three years.  At each
succeeding annual meeting of shareholders beginning in 1997, successors to the
class of Directors whose term expires at that annual meeting shall be elected
for a three-year term.  If the number of Directors has changed, any increase
or decrease shall be apportioned among the classes so as to maintain the
number of Directors in each class as nearly equal as possible, but in no case
will a decrease in the number of Directors shorten the term of any incumbent
Director.  A Director shall hold office until the annual meeting for the year
in which his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.

If the office of any Director shall become vacant, the Directors then in
office, whether or not a quorum, may by majority vote choose a successor who
shall hold office until the next annual meeting of shareholders.  In such
event, the successor elected by the Directors then in office shall hold office
for a term that shall coincide with the remaining term of the class of
Directors to which that person has been elected.  Vacancies resulting from the
increase in the number of Directors shall be filled in the same manner.
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Directors of the Corporation may be removed by shareholders of the
Corporation only for cause and with the affirmative vote of at least two-
thirds of the outstanding shares entitled to vote.

Advance notice of shareholder nominations for the election of Directors
shall be given in the manner provided in the Bylaws of the Corporation.

               	VI  Indemnification and Limit on Liability

     (a)  Mandatory Indemnification.  To the full extent permitted by the
Virginia Stock Corporation Act, as it exists on the date hereof or may
hereafter be amended, each Director and officer shall be indemnified by the
Corporation against liabilities, fines, penalties and claims imposed upon or
asserted against him (including amounts paid in settlement) by reason of
having been such Director or officer, whether or not then continuing so to
be, and against all expenses (including counsel fees) reasonably incurred by
him in connection therewith, except in relation to matters as to which he
shall have been finally adjudged liable by reason of his willful misconduct or
a knowing violation of criminal law in the performance of his duty as such
Director or officer.  The determination that the indemnification under this
subsection (a) is permissible shall be made as provided by law.  The right of
indemnification hereby provided shall not be exclusive of any other rights to
which any Director or officer may be entitled.

(b)  Limitation of Liability.  To the full extent permitted by the
Virginia Stock Corporation Act, as it exists on the date hereof or may
hereafter be amended, in any proceeding brought by a shareholder of the
Corporation in the right of the Corporation or brought by or on behalf of
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shareholders of the Corporation, a director or officer of the Corporation
shall not be liable in any monetary amount for damages arising out of or
resulting from a single transaction, occurrence or course of conduct, provided
that the elimination of liability herein set forth shall not be applicable if
the Director or officer engaged in willful misconduct or a knowing violation
of the criminal law or of any federal or state securities law.

     (c)  Agents and Employees.  The Board of Directors is hereby empowered,
by a majority vote of a quorum of disinterested Directors, to indemnify or
contract in advance to indemnify any person not specified in subsection (a) of
this Article against liabilities, fines, penalties and claims imposed upon or
asserted against him (including amounts paid in settlement) by reason of
having been an employee, agent or consultant of the Corporation, whether or
not then continuing so to be, and against all expenses (including counsel
fees) reasonably incurred by him in connection therewith, to the same extent
as if such person were specified as one to whom indemnification is granted in
subsection (a) of this Article.

     (d)  References.  Every reference in this Article to Director, officer,
employee, agent or consultant shall include (i) every Director, officer,
employee, agent or consultant of the Corporation or any corporation the
majority of the voting stock of which is owned directly or indirectly by the
Corporation, (ii) every former Director, officer, employee, agent or
consultant of the Corporation, (iii) every person who may have served at the
request of or on behalf of the Corporation as a Director, officer, employee,
agent, consultant or trustee of another corporation, partnership, joint
venture, trust or other entity, and (iv) in all of such cases, his executors
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and administrators.

     (e)  Effective Date.  The provisions of this Article VI shall be
applicable from and after its adoption even though some or all of the
underlying conduct or events relating to such a proceeding may have occurred
before such adoption.  No amendment, modification or repeal of this Article VI
shall diminish the rights provided hereunder to any person arising from
conduct or events occurring before the adoption of such amendment,
modification or repeal.

     (f)  Change in Control.  In the event there has been a change in the
composition of a majority of the Board of Directors after the date of
the alleged act or omission with respect to which indemnification is
claimed, any determination as to indemnification and advancements of
expenses with respect to any claim for indemnification made pursuant
to subsection (a) of this Article VI shall be made by special legal
counsel agreed upon by the Board of Directors and the proposed
indemnitee.  If the Board of Directors and the proposed indemnitee
are unable to agree upon such special legal counsel, the Board of
Directors and the proposed indemnitee each shall select a nominee,
and the nominees shall select such special legal counsel.

           	VII Shareholder Approval of Certain Transactions

An amendment of the Corporation's Articles of Incorporation, a plan of
merger or share exchange, a transaction involving the sale of all or
substantially all the Corporation's assets other than in the regular course of
business and a plan of dissolution shall be approved by the vote of a majority
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of all the votes entitled to be cast on such transactions by each voting group
entitled to vote on the transaction at a meeting at which a quorum of the
voting group is present, provided that the transaction has been approved and
recommended by at least two-thirds of the Directors in office at the time of
such approval and recommendation.  If the transaction is not so approved and
recommended by at least two-thirds of the Directors in office, then the
transaction shall be approved by the vote of eighty percent (80%) or more of
all the votes entitled to be cast on such transactions by each voting group
entitled to vote on the transaction.

                      VIII Registered Office/Agent

The Corporation's registered office shall be 105 Arbor Drive, PO Box
600, Christiansburg, Virginia 24073 (Montgomery County).  The registered agent
shall be Peter A. Seitz, a resident of Montgomery County, Virginia, and a
member of the Virginia State Bar.

                        	Secretary's Certificate

I, Peter A. Seitz, the undersigned Secretary of FNB Corporation do
hereby certify that the above Articles of Incorporation are a true restatement
of the corporation's Articles through this 18th day of March, 1997.

                                      /s/ Peter A. Seitz
                                      Peter A. Seitz


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