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).
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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
20,079 shares
6) Shared Voting Power
61,198 shares
7) Sole Dispositive Power
20,079 shares
8) Shared Dispositive Power
61,198 shares
9) Aggregate Amount Beneficially Owned by Each Reporting Person
81,277 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
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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, 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:
81,277 shares, of which 20,079 shares are owned directly,
1,070 shares are owned by Mr. Neely's wife, 9,032 shares are
owned by Mr. Neely's children and of which 51,096 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 51,096 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:
4.5 percent
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
20,079 shares
(ii) shared power to vote or to direct the vote
61,198 shares
(iii) sole power to dispose or to direct the disposition of
20,079 shares
(iv) shared power to dispose or to direct the disposition of
61,198 shares
Item 5. Ownership of Five Percent or Less of a Class:
[ X ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Stella H. Neely has the right to the receipt of
<PAGE>
dividends payable on the 51,096 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.
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 10, 1997
