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 20, 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 5.  Other Events and Regulation FD Disclosure

         On March 20, 2002, the registrant announced its earnings for the year
2001. A copy of the March 20, 2002, news release reporting such earnings is
attached to this report as Exhibit 99.2 and is incorporated here by reference.


Item 7.  Exhibits

         99.2     News release dated March 20, 2002, announcing FNB Bancorp
                  earnings for the year 2001



                                   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 20, 2002                        By: /s/ James B. Ramsey
                                                  -----------------------
                                                  James B. Ramsey
                                                  Senior Vice President and
                                                  Chief Financial Officer

EX-99.2

                                                                    Exhibit 99.2



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



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

                    FNB Bancorp Reports Year-end 2001 Results


         South San Francisco, CA: March 20, 2002: FNB Bancorp, holding company
for First National Bank of Northern California, reports that net earnings for
the year 2001 were $5,237,000, a 26.5% decline from earnings of $7,128,000 in
2000. The year 2000 included a non-recurring gain on sale of bank premises of
$497,000, net of tax, or $0.21 per share. There was also a prior period
adjustment, to record as a tax receivable a tax refund that was received in
early 2001, amounting to $342,000, or $0.15 per share. As a result, earnings per
share for 2001 were $2.37, compared to $3.07 for 2000.

         Excluding these two non-recurring items and related tax effect,
earnings for 2001 were $5,237,000, and would have been $6,289,000 for 2000. This
represents a decline of 16.7%, which was primarily caused by a squeeze in
interest rates, in which interest on average loans decreased 125 basis points,
while interest on all interest-bearing liabilities dropped only 50 basis points.
On this proforma basis, basic earnings per share were $2.37 in 2001, and would
have been $2.71 in 2000.

         FNB Bancorp is a bank holding company with its head office in South San
Francisco, California, and its 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.


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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