Sec Form 4 Filing - BETTINGER CASS @ FNB CORP/FL/ - 2003-12-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BETTINGER CASS 2. Issuer Name and Ticker or Trading Symbol FNB CORP/FL/ [ FBAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP & Chief Admin Off (Last) (First) (Middle) 880 BARCARMIL WAY 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2003 (Street) NAPLES, FL34110 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/29/2003 M 5,512 A $ 24.3991 8,508.737 D Common Stock 12/29/2003 F 4,294 D $ 34.87 4,214.737( 1 ) D Common Stock 1,486( 2 ) I By Wife Common Stock 499.3281 I By Trust (401k plan)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Granted 01/20/2002) $ 24.3991 12/29/2003 M 5,512 ( 3 ) 01/20/2012 Common Stock 5,512 ( 4 ) 22,050( 5 ) D Stock Options (Granted 01/20/2003) $ 25.9238 ( 3 ) 01/20/2013 Common Stock 23,260 23,260( 5 ) D Common Stock Equivalent ( 6 ) ( 7 ) ( 8 ) Common Stock 251.6268 251.6268( 9 ) I Interst in plan

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BETTINGER CASS 880 BARCARMIL WAY NAPLES, FL34110 Executive VP & Chief Admin Off Signatures /s/ Cass Bettinger 12/30/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 142.428 shares acquired as a result of a 5% stock dividend on 05/30/2003 and 5.751 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan. ( 2 )Includes 70 shares acquired as a result of a 5% stock dividend on 05/30/2003. ( 3 )Options vest over a five year period, 20% each year on anniversary of grant date. ( 4 )This field is not applicable for this transaction. ( 5 )Represents change in exercise price and number of shares obtainable upon exercise due to a 5% stock dividend on 05/30/2003. ( 6 )The price is to be determined at retirement when the reporting person receives these shares. The price will be based on the average of the bid and ask prices at the time of the individual???s retirement. ( 7 )There is no exercisable date on these shares. These shares represent credit under supplemental retirement plan for employer matching contributions which reporting person was prevented from receiving under exempt 401(k) Plan. These shares are received at retirement. ( 8 )There is no expiration date on these shares. These shares represent credit under supplemental retirement plan for employer matching contributions which reporting person was prevented from receiving under exempt 401(k) Plan. These shares are received at retirement. ( 9 )Includes 11.7263 shares acquired as a result of a 5% stock dividend on 05/30/2003 and 7.2228 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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