8-K

UNITED STATES

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): February 18, 2009

(Exact name of registrant as specified in its charter)

Florida 000-33351 65-1147861

 (State or other jurisdiction (Commission (IRS Employer

of incorporation) File Number) Identification No.)

1301 SE Port St. Lucie Boulevard,FL                     34952

 (Address of principal executive offices)                                                                                                                             (Zip Code)

Registrant’s telephone number, including area code: (772) 225-5930

N/A

___________________________________________________________________________________________________________________________________________

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

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 Instructions 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))

_____________________________________________________________________________________________________________________________________________

Item 2.02 Results of Operation and Financial Condition.

On February 18, 2009, FPB Bancorp, Inc. issued a press release announcing its financial results for the quarter and year ending December 31, 2008.  A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is being furnished with this Report.

99.1 Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FPB BANCORP, INC.

            (Registrant)

   Date: February 18, 2009

    /s/Nancy E. Aumack                                                      

  Nancy E. Aumack

                                        Chief Financial Officer

EX-99.1 CHARTER

Exhibit 99.1

FPB Bancorp, Inc. Reports Fourth Quarter Results

PORT ST. LUCIE, Florida, February 18th – FPB Bancorp, Inc. (NASDAQ symbol:  FPBI), a Florida bank holding company whose subsidiary is First Peoples Bank, announced today 2008 fourth quarter net losses of $1.7 million or ($.81) per basic and diluted common share, compared to net earnings of $22,000 or $.01 per basic and diluted common share for the fourth quarter of 2007.  The net loss for the year ending December 31, 2008 was  $2.98 million or ($1.45) per basic and diluted common share, compared to net earnings for the same period in 2007 of $177,000 or $.09 per basic and diluted common share.  The total consolidated assets of the company increased 21% in 2008, to $239 million at year-end.

President & CEO David W. Skiles stated, “As we all know, 2008 was a year of turbulent financial crisis, and the economic downturn has affected our bank’s earnings through the drop in interest rates, rising unemployment levels, weakened credit quality, depressed real estate values and the trickle-down effects of the recession in general.  Many of our borrowers’ ability to repay their loan commitments have been critically impacted, which in turn has required us to downgrade some loans, and to recognize future potential losses in our portfolio.  As a result, in the fourth quarter an aggressive increase of $2.3 million in loan loss reserves was recorded. As a local community bank, we are working with our customers who are experiencing economic difficulties and are trying to assist them through this financial crisis.  To mitigate the decline in earnings, aggressive and significant measures were taken in 2008 to reduce the bank’s overhead, including the elimination of salary increases and bonuses, a hiring freeze and a 20% reduction of staff.”

He continued by saying, “The Company continues to be well capitalized, with 10.88% total risk-based capital at December 31, 2008.  Nevertheless, we applied for and were among the first financial institutions to receive funds from the US Treasury’s TARP program.  These additional funds will allow us to continue to meet our customer’s lending needs, as well as support our future growth.”

Mr. Skiles concluded by saying, “Rest assured that our management and board of directors are working diligently for the success of our bank.  We will continue to strive to keep our bank safe and sound throughout this declining economic cycle, and we have confidence that we will overcome it.  First Peoples Bank will celebrate its 10th anniversary on April 26, 2009.  We remain proud of our heritage, serving our customers, protecting their deposits and assisting them in meeting their financial needs.”

FPB Bancorp, Inc. is a one bank holding company located in Port St. Lucie, Florida. FPB Bancorp, Inc.’s sole subsidiary is First Peoples Bank, which has six full-service branches located in Port St. Lucie, Fort Pierce, Stuart, Vero Beach and Palm City, Florida.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements in this press release may contain “forward-looking” statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “target,” “plan,” “project,” or “continue” or the negatives thereof or other variations thereon or similar terminology, and are made on the basis of management’s plans and current analyses of FPB Bancorp, Inc., its business and the industry as a whole. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, economic conditions, competition, interest rate sensitivity and exposure to regulatory and legislative changes. The above factors, in some cases, have affected, and in the future could affect FPB Bancorp, Inc.’s financial performance and could cause actual results for fiscal 2009 and beyond to differ materially from those expressed or implied in such forward-looking statements. FPB Bancorp, Inc. does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any project results expressed or implied therein will not be realized.

For further information regarding FPB Bancorp, Inc., please read the FPB Bancorp, Inc. reports filed with the Securities Exchange Commission and available at www.sec.gov or at its website at http://www.1stpeoplesbank.com.

For more information, contact:	Nancy E. Aumack
	Chief Financial Officer
	(772) 225-5930

FPB BANCORP, INC.

1301 South Port St. Lucie Blvd., Port St. Lucie, Florida 34952