10-K/A

    
    
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C.  20549-1004
    
    FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required]
For the fiscal year ended December 31, 1996.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee required]
For the transition period from _______ to _______.

Commission file number 33-66014

                              FNB FINANCIAL CORPORATION
     
    (Exact name of registrant as specified in its charter)

       COMMONWEALTH  OF PENNSYLVANIA                               23-2466821
(State or other jurisdiction of incorporation                   (I.R.S. Employer
  or organization)                                               Identification
No.)

  101 Lincoln Way West, McConnellsburg, PA                         17233
(Address of
principal executive offices)                               (Zip Code)

Registrant's telephone number, including area code:    717-485-3123

Securities Registered Pursuant to Section 12(b) of the Act:  None
Securities Registered Pursuant to Section 12(g) of the Act:  None

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the
latest practicable date.

                   Class                   Outstanding as of March 15, 1997
      Common Stock, $0.63 Par Value                   400,000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such
shorter period that the registrant was required to file such reports), and (2)
 has been subject to such
filing requirements for the past 90 days. Yes X No  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
 of Regulation S-K (
229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
 reference in Part III of this
Form 10-K or any amendment to this Form 10-K [ ].
- -1-


The aggregate market value of the voting stock held by non-affiliates of the
 registrants as of March 15,
1997:

Common Stock, $0.63 Par Value - $18,000,000.00

DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the annual shareholders report for the year ended December 31,
 1996 are
 incorporated by reference into Parts I, II and IV.

 Portions of the proxy statement for the annual shareholders meeting to be held
 April 29, 1997 are incorporated by reference into Part III.

 Portions of Form SB-2 Registration Statement No. 33-66014 as filed with the  
 Securities and Exchange Commission on September 8, 1993 are incorporated by
 reference into Part IV.
































- -2-


Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities
 Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly
authorized.

                             
                                  FNB FINANCIAL CORPORATION 
                                         (Registrant)

                                                                               
  
                                John C. Duffey         Date
                                Director and Vice President
                                of the Corporation
                                President & CEO of the Bank
                                (Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this
 report has been signed
below by the following persons on behalf of the registrant and in the
 capacities and on the dates
indicated.


                                                                            
H. Lyle Duffey          Date      Henry W. Daniels       Date
Director, Chairman      Director, Vice Chairman


                                                                               

John C. Duffey          Date      Harry D. Johnston, D. O. Date
Director, President                    Director, Vice President


                                                                               

George S. Grissinger    Date           Patricia A. Carbaugh   Date
Director, Secretary                    Director


                                                                               

Harvey J. Culler        Date           Paul C. Mellott, Sr.   Date
Director                                    Director



- -3-


                                                                               

Paul T. Ott             Date           D. A. Washabaugh, III  Date
Director                                    Director 
                
         
                                 
Daniel E. Waltz         Date
Director, Treasurer                            
(Principal Financial and
Accounting Officer)





































- -4-

EX-27

 

<ARTICLE> 9
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                           2,473
<INT-BEARING-DEPOSITS>                             327
<FED-FUNDS-SOLD>                                 1,239
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     28,871
<INVESTMENTS-CARRYING>                           4,560
<INVESTMENTS-MARKET>                             5,403
<LOANS>                                         56,665
<ALLOWANCE>                                        405
<TOTAL-ASSETS>                                  98,644
<DEPOSITS>                                      87,134
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                808
<LONG-TERM>                                          0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           252
<OTHER-SE>                                      10,450
<TOTAL-LIABILITIES-AND-EQUITY>                  98,644
<INTEREST-LOAN>                                  4,850
<INTEREST-INVEST>                                1,908
<INTEREST-OTHER>                                   207
<INTEREST-TOTAL>                                 6,965
<INTEREST-DEPOSIT>                               3,694
<INTEREST-EXPENSE>                               3,694
<INTEREST-INCOME-NET>                            3,271
<LOAN-LOSSES>                                       95
<SECURITIES-GAINS>                                 (4)
<EXPENSE-OTHER>                                  2,270
<INCOME-PRETAX>                                  1,175
<INCOME-PRE-EXTRAORDINARY>                       1,175
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       957
<EPS-PRIMARY>                                     2.39
<EPS-DILUTED>                                     2.39
<YIELD-ACTUAL>                                    3.65
<LOANS-NON>                                        974
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<LOANS-TROUBLED>                                     5
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<RECOVERIES>                                        13
<ALLOWANCE-CLOSE>                                  405
<ALLOWANCE-DOMESTIC>                               405
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0