SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                 --------------

      Date of Report (Date of earliest event reported): September 22, 2005

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

Pennsylvania                      33-66014                    23-2466821
-------------------------     -----------------------    ----------------------
(State or other               (Commission                (IRS Employer
jurisdiction of               File Number)               Identification No.)
incorporation)

101 Lincoln Way West, McConnellsburg, Pennsylvania           17233
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)
                                 (717)485-3123
              (Registrant's telephone number, including area code)

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))


|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

                            FNB FINANCIAL CORPORATION
                           CURRENT REPORT ON FORM 8-K

Item 1.01 Entry into a Material Definitive Agreement.

Amendment of Certain Executive Employment Agreement.

      On September 22, 2005, the Board of Directors (the "Board") of FNB
Financial Corporation ("FNB") and its wholly owned subsidiary, The First
National Bank of McConnellsburg, PA (the "Bank") extended the executive
employment agreement (the "Agreement") with John C. Duffey to render services as
Chief Executive Officer of FNB and Bank until December 31, 2005. The Board had
previously authorized this extension. The Agreement was previously filed as
Exhibit 10.3 to the FNB Form 10-K filed for year ended December 31, 2000.

      On the same day, the Board also took the following actions with respect to
the Agreement. The Board decided to further extend Mr. Duffey's employment until
July 31, 2010, to eliminate the right to receive incentive compensation by Mr.
Duffey, to provide the FNB board of directors the sole discretion to award
incentive compensation to Mr. Duffey and to impose a non-compete restrictive
covenant for a period of one year should Mr. Duffey resign for Good Reason or if
he is terminated Without Cause, as defined in the Agreement.

      Mr. Duffey shall continue to act as Chief Executive Officer of FNB and
Bank. The amendment to the Agreement also provides that in the event FNB merges
into Tower and the Bank is merged into First National Bank of Greencastle
("Greencastle"), Mr. Duffey will serve as Executive Vice-President of Tower and
Senior Vice President of Greencastle.

Item 9.01              Financial Statements and Exhibits.

         Exhibits:

                  10.1      Amendment to Employment Agreement between FNB
                            Financial Corporation, a Pennsylvania bank holding
                            company, the First National Bank of McConnellsburg,
                            PA, and John C.Duffey dated September 28, 2005.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                               FNB FINANCIAL CORPORATION




Date: September 28, 2005       By:   /s/     John C. Duffey
                                 -----------------------------------------------

                                     Title:  John C. Duffey, President and
                                     Director of FNB and President/CEO of The
                                     First National Bank of McConnellsburg
                                     (Duly Authorized Officer)
{"company-data": {"conformed-name": "FNB FINANCIAL CORP /PA/", "cik": "0000820222", "assigned-sic": "6021", "irs-number": "232466821", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-66014", "film-number": "051108408"}, "business-address": {"street1": "101 LINCOLN WAY WEST", "city": "MCCONNELLSBURG", "state": "PA", "zip": "17233", "phone": "7174853123"}, "mail-address": {"street1": "101 LINCOLN WAY WEST", "city": "MCCONNELLSBURN", "state": "PA", "zip": "17233"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                 --------------

      Date of Report (Date of earliest event reported): September 22, 2005

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

Pennsylvania                      33-66014                    23-2466821
-------------------------     -----------------------    ----------------------
(State or other               (Commission                (IRS Employer
jurisdiction of               File Number)               Identification No.)
incorporation)

101 Lincoln Way West, McConnellsburg, Pennsylvania           17233
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)
                                 (717)485-3123
              (Registrant's telephone number, including area code)

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
FNB FINANCIAL CORPORATION
                           CURRENT REPORT ON FORM 8-K

Item 1.01 Entry into a Material Definitive Agreement.

Amendment of Certain Executive Employment Agreement.

      On September 22, 2005, the Board of Directors (the "Board") of FNB
Financial Corporation ("FNB") and its wholly owned subsidiary, The First
National Bank of McConnellsburg, PA (the "Bank") extended the executive
employment agreement (the "Agreement") with John C. Duffey to render services as
Chief Executive Officer of FNB and Bank until December 31, 2005. The Board had
previously authorized this extension. The Agreement was previously filed as
Exhibit 10.3 to the FNB Form 10-K filed for year ended December 31, 2000.

      On the same day, the Board also took the following actions with respect to
the Agreement. The Board decided to further extend Mr. Duffey's employment until
July 31, 2010, to eliminate the right to receive incentive compensation by Mr.
Duffey, to provide the FNB board of directors the sole discretion to award
incentive compensation to Mr. Duffey and to impose a non-compete restrictive
covenant for a period of one year should Mr. Duffey resign for Good Reason or if
he is terminated Without Cause, as defined in the Agreement.

      Mr. Duffey shall continue to act as Chief Executive Officer of FNB and
Bank. The amendment to the Agreement also provides that in the event FNB merges
into Tower and the Bank is merged into First National Bank of Greencastle
("Greencastle"), Mr. Duffey will serve as Executive Vice-President of Tower and
Senior Vice President of Greencastle.

Item 9.01              Financial Statements and Exhibits.

         Exhibits:

                  10.1      Amendment to Employment Agreement between FNB
                            Financial Corporation, a Pennsylvania bank holding
                            company, the First National Bank of McConnellsburg,
                            PA, and John C.Duffey dated September 28, 2005.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                               FNB FINANCIAL CORPORATION

Date: September 28, 2005       By:   /s/     John C. Duffey
                                 -----------------------------------------------

                                     Title:  John C. Duffey, President and
                                     Director of FNB and President/CEO of The
                                     First National Bank of McConnellsburg
                                     (Duly Authorized Officer)