8-K

                       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)

                                 March 15, 2002


                                   FNB BANCORP
             (Exact name of registrant as specified in its charter)


                                   California
                 (State or other jurisdiction of incorporation)


       000-49693                                           92-2115369
(Commission File Number)                       (IRS Employer Identification No.)

            975 El Camino Real, South San Francisco, California 94080
               (Address of principal executive offices)       (Zip Code)

       Registrant's telephone number, including area code: (650) 583-8450


Item 2.  Acquisition or Disposition of Assets

         On March 15, 2002, the registrant and First National Bank of Northern
California, a national banking association (the "Bank") consummated the
reorganization contemplated by the Agreement and Plan of Reorganization dated as
of November 1, 2001 (the "Plan of Reorganization"), executed between the
registrant and the Bank. The Office of the Comptroller of the Currency certified
the restructuring of the Bank pursuant to the provisions of 12 U.S.C. Section
215a-2 and 12 C.F.R. Section 7.2000(a), effective March 15, 2002. Pursuant to
the Plan of Reorganization, each one share of common stock of the Bank
outstanding on March 15, 2002 (except for any shares that are subject to
dissenting shareholder rights claimed under the National Bank Act), was
converted into the right to receive one share of the common stock of the
registrant. The registrant is now the sole shareholder of the Bank and shares of
Bank common stock are no longer quoted on the OTC Bulletin Board. Commencing
March 18, 2002, shares of the registrant's common stock are quoted on the OTC
Bulletin Board under the trading symbol "FNBG." In due course, the registrant
intends to file an application for listing of its common stock on The Nasdaq
National Market. Previously, the shareholders of the Bank approved the Plan of
Reorganization at a Special Meeting of Shareholders held on February 27, 2002.
The registrant has also received approval of the Board of Governors of the
Federal Reserve System to become a holding company for the Bank, registered
under the Bank Holding Company Act of 1956, as amended.

Item 5.  Other Events and Regulation FD Disclosure

         On March 18, 2002, the registrant announced the appointment of the
following officers for FNB Bancorp: Michael R. Wyman, Chairman; Thomas C.
McGraw, Chief Executive Officer and Secretary; Jim D. Black, President; Anthony
J. Clifford, Executive Vice President and Chief Operating Officer; and James B.
Ramsey, Senior Vice President and Chief Financial Officer. A copy of the March
18, 2002, news release announcing such appointments is attached to this report
as Exhibit 99.1 and is incorporated here by reference.

Item 7.  Exhibits

         99.1     News release dated March 18, 2002, announcing consummation of
                  the Plan of Reorganization with First National Bank of
                  Northern California

                                   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.

                                              FNB BANCORP (Registrant)

Dated:  March 19, 2002.                       By: /s/ James B. Ramsey
                                                 -------------------------------
                                                 James B. Ramsey
                                                 Senior Vice President and
                                                 Chief Financial Officer

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EX-99.1

                                                                    Exhibit 99.1

                                   FNB BANCORP
                               975 El Camino Real
                          South San Francisco, CA 94080



                                  NEWS RELEASE
                                  ------------

For Immediate Release                                     Contact: Sue D'Augusta
                                                                    650 875-4860

              First National Bank of Northern California Announces
                           Creation of Holding Company


         South San Francisco, CA: March 18, 2002: FIRST NATIONAL BANK of
NORTHERN CALIFORNIA completed its plan of reorganization with FNB BANCORP
effective as of the close of business on March 15, 2002. The Bank shareholders
approved the restructure by a 74.81% margin of all shares outstanding and a 98%
margin of votes cast at a special shareholders meeting held on February 27,
2002. The trading symbol for the common stock of FNB Bancorp is "FNBG." The
stock is traded over-the-counter and quoted on the OTC Bulletin Board.

         FNB Bancorp is a bank holding company with its head offices located at
975 El Camino Real, South San Francisco, CA 94080. The corporate officers are:
Michael R. Wyman, Chairman; Thomas C. McGraw, Chief Executive Officer and
Secretary; Jim D. Black, President; Anthony J. Clifford, Executive Vice
President and Chief Operating Officer: and James B. Ramsey, Senior Vice
President and Chief Financial Officer.

         FNB Bancorp's subsidiary, First National Bank of Northern California,
operates full-service commercial banking offices in the Northern California
cities of Colma, Daly City, South San Francisco, Millbrae, Pacifica, Half Moon
Bay, San Mateo, Redwood City and Pescadero, and at the Flower Mart in San
Francisco.

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CAUTIONARY STATEMENT: This release contains certain forward-looking statements
that are subject to risks and uncertainties that could cause actual results to
differ materially from those stated herein. Management's assumptions and
projections are based on their anticipation of future events and actual
performance may differ materially from those projected. Risks and uncertainties
which could impact future financial performance include, among others, (a)
competitive pressures in the banking industry; (b) changes in the interest rate
environment; (c) general economic conditions, either nationally or regionally or
locally, including fluctuations in real estate values; (d) changes in the
regulatory environment; (e) changes in business conditions or the securities
markets and inflation; (f) possible shortages of gas and electricity at utility
companies operating in the State of California, and (g) the effects of
terrorism, including the events of September 11, 2001, and thereafter, and the
conduct of war on terrorism by the United States and its allies. Therefore, the
information set forth herein, together with other information contained in the
periodic reports filed by FNB Bancorp with the Securities and Exchange
Commission, should be carefully considered when evaluating its business
prospects. FNB Bancorp undertakes no obligation to update any forward-looking
statements contained in this release.

For further information contact:

James B. Ramsey
Senior Vice President & Chief Financial
Officer
Tel: (650) 875-4862     Fax: (650) 588-9695


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