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)

                                January 23, 2004
                               ------------------


                                   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 January 23, 2004, the Board of Directors of the registrant authorized
an extension of the FNB Bancorp stock repurchase program previously adopted on
July 25, 2003. As of December 31, 2003, a total of 42,660 shares, or
approximately 1.69% of the shares outstanding on that date (adjusted for the
stock dividend paid by the registrant on December 15, 2003, to shareholders of
record on November 28, 2003), had been repurchased pursuant to the program. The
program (as extended) calls for the further purchase of 85,285 shares, subject
to an aggregate limit of five percent (5%) of the registrant's outstanding
shares of common stock. Purchases will be made by the registrant from time to
time in the open market as conditions allow. All such transactions, including
any block purchases, will be structured to comply with Commission Rule 10b-18
and all shares that are repurchased under this program will be retired. The
Board of Directors has reserved the right to suspend, terminate, modify or
cancel the program at any time for any reason. A copy of the registrant's
January 28, 2004, news release, announcing the stock repurchase program
extension, is attached to this report as Exhibit 99.19 and is incorporated here
by reference.

Item 7.  Exhibits

         99.19     News release dated January 28, 2004, announcing an extension
                   of the stock repurchase program.



                                   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:  January 29, 2004                     By: /s/ James B. Ramsey
                                                 -------------------------------
                                                 James B. Ramsey
                                                 Senior Vice President and
                                                 Chief Financial Officer


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EX-99.19

                                                                   Exhibit 99.19

                                  NEWS RELEASE

           FNB Bancorp Announces Extension of Stock Repurchase Program

        South San Francisco, California: January 28, 2004. FNB Bancorp (Bulletin
Board FNBG), the holding company for First National Bank of Northern California,
today announced that on January 23, 2004, its Board of Directors authorized an
extension of the FNB Bancorp stock repurchase program. The program, as first
adopted on July 25, 2003, called for the repurchase of up to 5% of the company's
outstanding shares of common stock. As of December 31, 2003, a total of 42,660
shares, or approximately 1.69% of the shares outstanding on that date (adjusted
for the stock dividend paid by the FNB Bancorp on December 15, 2003, to
shareholders of record on November 28, 2003), had been repurchased pursuant to
the stock repurchase program. The program (as extended) calls for the further
purchase of 85,285 shares, up to an aggregate limit of five percent (5%) of the
registrant's outstanding shares of common stock. The repurchases will be made
from time to time by the company in the open market as conditions allow. All
such transactions will be structured to comply with Securities and Exchange
Commission Rule 10b-18, and may include block purchases. All shares repurchased
under the program will be retired. The number, price and timing of the
repurchases (including any block purchases) will be at the company's sole
discretion and the program may be re-evaluated periodically, depending on market
conditions, liquidity needs and other factors. The Board of Directors, based on
such re-evaluations, may suspend, terminate, modify or cancel the program at any
time, without notice.


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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:

FNB BANCORP

Thomas C. McGraw, CEO, (650) 875-4864

James B. Ramsey, (650) 875-4862
Senior Vice President & Chief Financial Officer


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