FIRST NATIONAL BANKSHARES OF FLORIDA INC

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COGHILL CC

(Last)

(First)

(Middle)

1905 PRINCESS COURT

(Street)

NAPLES

34100

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST NATIONAL BANKSHARES OF FLORIDA INC [ FLB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/21/2004		A		16,165	A	$11.2	68,392.42⁽¹⁾	D
Common Stock								15,595.143⁽²⁾	D
Common Stock								7,421.0962	I	By Trust (401K Plan)
Common Stock								2,031.798⁽³⁾	I	By Trust (Deferred Plan)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option⁽⁴⁾	$11.8457							⁽⁵⁾	01/18/2008	Common Stock	50,660		50,660	D
Stock Option⁽⁴⁾	$9.1331							⁽⁵⁾	01/24/2009	Common Stock	24,631		24,631	D
Stock Option⁽⁴⁾	$8.7809							⁽⁵⁾	01/23/2010	Common Stock	26,515		26,515	D
Stock Option⁽⁴⁾	$8.9737							⁽⁵⁾	01/22/2011	Common Stock	26,878		26,878	D
Stock Option⁽⁴⁾	$11.1259	12/21/2004		M			14,558	⁽⁵⁾	01/20/2012	Common Stock	36,399	⁽⁶⁾	21,841	D
Stock Option⁽⁴⁾	$11.8212	12/21/2004		M			1,607	⁽⁵⁾	01/20/2013	Common Stock	38,065	⁽⁶⁾	36,458	D
Stock Option⁽⁴⁾	$18.5825							⁽⁷⁾	04/19/2014	Common Stock	77,250		77,250	D

Explanation of Responses:

1. Includes 1349 shares acquired as a result of a 3% stock dividend on 07/15/2004.

2. Includes 451.661 shares acquired as a result of a 3% stock dividend on 07/15/2004 and 143.482 shares acquired under the First National Bankshares of Florida, Inc. Dividend Reinvestment Plan.

3. Includes 58.844 shares acquired as a result of a 3% stock dividend on 07/15/2004 and 18.693 shares acquired under the First National Bankshares of Florida, Inc. Dividend Reinvestment Plan.

4. Exercise price and number of shares have been adjusted for the 3% stock dividend on 07/15/2004.

5. Stock options vest over 5 year period, 20% on each anniversary of grant date

6. The price of the derivative security does not apply to this transaction.

7. Stock options vest over a 6 month period.

Remarks:

	/s/ C.C. Coghill	12/21/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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