UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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
7,645 shares
6) Shared Voting Power
87,368 shares
7) Sole Dispositive Power
7,645 shares
8) Shared Dispositive Power
87,368 shares
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
95,013 shares
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
11) Percent of Class Represented by Amount in Row 9
5.3 percent
12) Type of Reporting Person
IN
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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, 1995):
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.
<PAGE>
(a) Amount Beneficially Owned:
95,013 shares, or which 7,645 shares are owned
directly, 636 shares are owned by Mr. Neely's
wife, 8,164 shares are owned by Mr. Neely's
children and of which 78,568 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 78,568 shares held by his mother
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:
5.3 percent
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
7,645 shares
(ii) shared power to vote or to direct the vote
87,368 shares
(iii) sole power to dispose or to direct the
disposition of
7,645 shares
(iv) shared power to dispose or to direct the
disposition of
87,368 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 78,568 shares over which
<PAGE>
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.
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 9, 1996
