EXHIBIT 3.1



                                                                         2333990
                                                                  ENDORSED-FILED
                                         in the Office of the Secretary of State
                                                      of the State of California
                                                                    FEB 28, 2001
                                                  BILL JONES, Secretary of State




                            ARTICLES OF INCORPORATION
                                       of
                                   FNB Bancorp

                                        I

                   The name of this corporation is FNB Bancorp


                                       II

         The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.


                                       III

         The name in the State of California of this corporation's initial agent
for service of process is:

                              Paracorp Incorporated


                                       IV

         This corporation is authorized to issue two classes of shares
designated "Common Stock" and "Preferred Stock," respectively. The number of
shares of Common Stock authorized to be issued is 10,000,000, and the number of
shares of Preferred Stock authorized to be issued is 5,000,000. The Preferred
Stock may be issued from time to time in one or more series. The Board of
Directors is authorized to fix the number of shares of any series of Preferred
Stock and to determine the designation of any such series. The Board of
Directors is also authorized to determine or alter the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock, and, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series, to increase or decrease (but not below the
number of shares of such series then outstanding) the number of shares of any
such series subsequent to the issue of shares of that series.


                                        V

         Section 1.  Limitation of Directors' Liability. The liability of the
directors of this corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.

         Section 2.  Indemnification of Directors and Officers. This corporation
is authorized to indemnify the directors and officers of the corporation to the
fullest extent permissible under California law.

         Section 3.  Repeal or Modification. Any repeal or modification of the
foregoing provisions of this Article V shall not adversely affect any right of
indemnification or limitation of liability of a director or officer of this
corporation relating to acts or omissions occurring prior to such repeal or
modification.

Dated: February 28, 2001.              MONICA CORBELLA


                                       /s/ MONICA CORBELLA
                                       ------------------------------
                                       Monica Corbella, Incorporator


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