UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
FNB CORP.
(Name of Issuer)
Common Stock, Par Value $2.50 Per Share
(Title of Class of Securities)
302520 10 1
(CUSIP Number)
Check the following box if a fee is being paid with this
statement ___. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP No. 302520 10 1 SCHEDULE 13G
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
R. Reynolds Neely, Jr.
###-##-####
2) Check the Appropriate Box if a Member of a Group
Not Applicable
3) SEC Use Only
4) Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With
5) Sole Voting Power
4,674 shares
6) Shared Voting Power
60,354 shares
7) Sole Dispositive Power
4,674 shares
8) Shared Dispositive Power
60,354 shares
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
65,028 shares
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
11) Percent of Class Represented by Amount in Row 9
5.4 percent
12) Type of Reporting Person
IN
<PAGE>
Item 1 (a) Name of Issuer:
FNB Corp.
(b) Address of Issuer's Principal Executive Offices:
101 Sunset Avenue
Asheboro, North Carolina 27203
Item 2 (a) Name of Person Filing:
R. Reynolds Neely, Jr.
(b) Address of Principal Business Office, or, if none,
Residence:
146 North Church Street
Asheboro, North Carolina 27203
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock, Par Value $2.50 Per Share
(e) CUSIP Number:
302520 10 1
Item 3 Type of Filing:
Not Applicable.
Item 4 Ownership (at December 31, 1994):
If the percent of the class owned, as of December 31
of the year covered by the statement, or as of the last day
of any month described in Rule 13d-1(b)(2), if applicable,
exceeds five percent, provide the following information
as of that date and identify those shares which there is
a right to acquire.
(a) Amount Beneficially Owned:
65,028 shares, of which 4,674 shares are owned
directly, 8 shares are owned by Mr. Neely's wife,
4,597 shares are owned by Mr. Neely's children and of
which 55,749 shares are owned by Mr. Neely's mother,
Stella H. Neely. Mr. Neely shares voting and
dispositive control with his sister, Melody Neely
Jackson, over the 55,749 shares held by his mother
<PAGE>
pursuant to a revocable power of attorney. Mr. Neely
denies beneficial ownership of the shares held by his
wife and children.
(b) Percent of Class:
5.4 percent
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
4,674 shares
(ii) shared power to vote or to direct the vote
60,354 shares
(iii) sole power to dispose or direct the disposition of
4,674 shares
(iv) shared power to dispose or direct the disposition of
60,354 shares
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Stella H. Neely has the right to the receipt of dividends
payable on the 55,749 shares over which Mr. Neely and his
sister have control as described in Item 4(a).
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not applicable.
Item 9 Notice of Dissolution of Group:
Not applicable.
<PAGE>
Item 10 Certification:
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement,
is true, complete and correct.
\S\ R. Reynolds Neely, Jr.
R. Reynolds Neely, Jr.
Date: February 13 , 1995
