FNB CORP/NC
SC 13G, 1997-02-13
NATIONAL COMMERCIAL BANKS
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                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           SCHEDULE 13G

            Under the Securities Exchange Act of 1934

                        (Amendment No. 7)


                            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

   Melody Neely Jackson
   ###-##-####

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

   19,705 shares

6) Shared Voting Power

   62,220 shares

7) Sole Dispositive Power

   19,705 shares

8) Shared Dispositive Power

   62,220 shares

9) Aggregate Amount Beneficially Owned by Each Reporting Person

   81,925 shares

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares

<PAGE>

11) Percent of Class Represented by Amount in Row 9

    4.5 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:

               Melody Neely Jackson

      (b).     Address of Principal Business Office, or, if none, Residence:

               929 Walton Court
               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, 1996):

               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:

               81,925 shares, of which 19,705 shares are owned directly, 
               1,064 shares are owned by Ms. Jackson's husband, 10,060 
               shares are owned by Ms. Jackson's children and of which 
               51,096 shares are owned by Ms. Jackson's mother, Stella H. 
               Neely.  Ms. Jackson shares voting and dispositive control 
               with her brother, R. Reynolds Neely, Jr., over the 51,096 
               shares held by her mother pursuant to a revocable power of 
               attorney.  Ms. Jackson denies beneficial ownership of the 
               shares held by her husband and children.


        (b)    Percent of Class:

               4.5 percent 

        (c)    Number of shares as to which such person has:

               (i)   sole power to vote or to direct the vote

                     19,705  shares

               (ii)  shared power to vote or to direct the vote

                     62,220  shares

               (iii) sole power to dispose or to direct the disposition of

                     19,705  shares

               (iv)  shared power to dispose or to direct the disposition of

                     62,220 shares

Item 5.        Ownership of Five Percent or Less of a Class:

               [ X ]

<PAGE>

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 51,096 shares over which Ms. Jackson and her 
               brother 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/ Melody Neely Jackson
                                                                 
                                  Melody Neely Jackson


Date: February 10, 1997

<PAGE>





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