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)

                                November 28, 2003
                               ------------------


                                   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) 588-6800




Item 5.  Other Events and Regulation FD Disclosure.

         On November 28, 2003, the registrant announced that its Board of
Directors had declared a stock dividend of approximately 120,688 shares of FNB
Bancorp common stock, payable at the rate of one (1) share of common stock for
each twenty (20) shares of common stock owned. The stock dividend will be
payable on December 15, 2003, to shareholders of record on November 28, 2003.

         On November 28, 2003, the registrant also announced that its Board of
Directors had declared a special cash dividend of twelve cents ($0.12) per share
on shares of common stock held of record on December 15, 2003 (after giving
effect to the stock dividend payable on such date), and the cash dividend will
be payable on January 5, 2004.

         A copy of the November 28, 2003 news release reporting the declaration
of these dividends is attached to this report as Exhibit 99.15 and is
incorporated here by reference.

Item 7.  Financial Statements and Exhibits.

 99.15   News release dated November 28, 2003, announcing stock and cash
         dividends on shares of FNB Bancorp common stock.

                                   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:  December 1, 2003           By: /s/ JAMES B. RAMSEY
                                           -------------------------------------
                                           James B. Ramsey
                                           Senior Vice President and
                                           Chief Financial Officer


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EX-99.15

                                                                   Exhibit 99.15
                                                                   -------------

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

         FNB Bancorp Declares Stock Dividend and Special Cash Dividends

         South San Francisco, California--November 28, 2003: FNB Bancorp
(Bulletin Board FNBG), the holding company for First National Bank of Northern
California, announced that its Board of Directors has declared a stock dividend
of approximately 120,688 shares, payable at the rate of one share of Common
Stock for every twenty (20) shares of Common Stock owned. The stock dividend
will be payable December 15, 2003, to shareholders of record on November 28,
2003.

First National Bank of Northern California also announced that its Board of
Directors, on October 31, 2003, has declared a special cash dividend on common
stock payable to the shareholders of record as of December 15, 2003, after the
execution of the stock dividend, payable January 5, 2004, at the rate of 12
cents per share.

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.

Contacts:

FNB Bancorp

Tom McGraw, 650-875-4865

James B. Ramsey, 650-875-4862  (Senior VP & CFO)


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