SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) ~~August~~September 123, 2004

FIRST NATIONAL BANKSHARES OF FLORIDA, INC.

(Exact name of registrant as specified in its charter)

Florida

001-31883

20-0175526

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2150 Goodlette Road North, Naples, Florida 34102


2150 Goodlette Road North, Naples, Florida		34102
(Address of principal executive offices)		(Zip Code)

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (239) 262-7600

N/A

(Former name or former address, if changed since last report)

~~Item~~Check 5.the appropriate ~~Other~~box ~~Events~~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):

As¨ ~~previously~~Written ~~reported,~~communications ~~First~~pursuant National Bankshares of Florida, Inc. (the “Company”) has entered into an Agreement and Plan of Merger by and between the Company and Southern Community Bancorp (“Southern Community”) dated as of March 19, 2004. On August 13, 2004, First National and Southern Community executed a First Amendment to ~~the~~Rule ~~merger~~425 ~~agreement. Under this amendment, First National has agreed that~~ under ~~certain circumstances it would issue additional shares of its common stock after completion of~~ the ~~First~~Securities ~~National/Southern~~Act ~~Community merger to those persons who were the holders of Southern Community common stock on the effective date of the merger. The additional shares would be issued if~~ (i)17 ~~the~~CFR ~~First National/Southern Community merger is completed at an exchange ratio below 1~~230.~~6686, and (ii~~425) either the merger agreement between Fifth Third Bancorp (“Fifth Third”) and First National is terminated prior to August 1, 2005 or the Fifth Third/First National merger has not closed for any reason by that date. If these contingencies occur, then the holders of Southern Community common stock on the effective date of the First National/Southern Community merger will be entitled to receive the difference between the number of shares of First National common stock that such holder would have received if the exchange ratio had been 1.6686 and the number of shares of First National common stock actually issued to such holder based upon the lower exchange ratio in effect at the time of the First National/Southern Community merger.

~~First~~¨ ~~National~~Soliciting ~~and~~material ~~Southern~~pursuant ~~Community filed a supplement~~ to ~~the~~Rule ~~joint~~14a-12 ~~proxy~~under ~~statement/prospectus relating to~~ the ~~proposed First National/Southern Community merger with the Securities and~~ Exchange ~~Commission.~~Act ~~The~~(17 ~~supplement,~~CFR which was mailed to shareholders of First National and Southern Community on or about August 18, 2004, describes the amendment to the First National/Southern Community merger agreement and provides certain information regarding the proposed Fifth Third/First National merger240. In order to give First National and Southern Community shareholders an opportunity to review the information contained in the supplement before voting on the First National/Southern Community merger, First National and Southern Community postponed the special meetings of shareholders that were scheduled for August 26, 2004 and August 23, 2004, respectively. The special meetings of shareholders, which are described in more detail in the supplement to the joint proxy statement/prospectus, will now be held on September 1, 2004. 14a-12)

~~The~~¨ ~~preceding~~Pre-commencement ~~description~~communications ofpursuant ~~certain terms of the First Amendment~~ to ~~the~~Rule ~~merger~~14d-2(b) ~~agreement,~~under ~~which is included as an exhibit to this report and incorporated into this Item 5 by reference, is qualified in its entirety by reference to~~ the ~~merger~~Exchange ~~agreement~~Act ~~and~~(17 ~~the~~CFR ~~First Amendment thereto~~240. 14d-2(b))

~~Item~~¨ 7.Pre-commencement ~~Financial~~communications ~~Statements~~pursuant ~~and~~to ~~Exhibits~~Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(c)~~Item ~~Exhibits:~~2.01 Acquisition or Disposition of Assets.

~~2.1~~On ~~First~~September ~~Amendment~~3, 2004, pursuant to ~~Agreement~~the terms and conditions of the Agreement and Plan of Merger, dated as of ~~August~~March 1219, 2004, byas ~~and~~amended as of August 12, 2004, between First National Bankshares of Florida, Inc. (“FLB”) and Southern Community Bancorp (“SCB”), SCB was merged with and into FLB (the “Merger”). As a result of the Merger, each outstanding share of SCB common stock was converted into 1.5047 shares of FLB common stock.

The proxy statement/prospectus, dated July 16, 2004, included in FLB’s Registration Statement on Form S-4 (Registration No. 333-116168), sets forth certain additional information regarding the Merger, FLB and SCB.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

Financial Statements and Pro Forma Financial Information

Pursuant to instruction (a)(4) of Item 7, the financial statements and pro forma financial information required to be filed in connection with this Report will be filed no later than November 20, 2004.

Exhibits

The following exhibits are incorporated by reference in this Report:


2.1		The Agreement and Plan of Merger by and between FLB and SCB dated as of March 12, 2004 (incorporated by reference to Exhibit 2.1 to FLB’s Current Report on Form 8-K filed March 26, 2004).

2.2		First Amendment to the Agreement and Plan of Merger by and between FLB and SCB, dated as of August 12, 2004 (incorporated by reference to Exhibit 2.1 to FLB’s Current Report on Form 8-K filed August 19, 2004).

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 hereunto duly authorized.


FIRST NATIONAL BANKSHARES OF FLORIDA, INC.
By:		/s/ Robert T. Reichert
		Robert T. Reichert, Chief Financial Officer

Dated: ~~August~~September 199, 2004

EXHIBIT INDEX

ExhibitNumber		Description of Exhibit
2.1		First Amendment to Agreement and Plan of Merger, dated as of August 12, 2004, by and between First National Bankshares of Florida, Inc. and Southern Community Bancorp

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