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)

                                  July 15, 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 July 15, 2004, FNB Bancorp (the holding company for First National
Bank of Northern California), announced that its Board of Directors has declared
a quarterly cash dividend of twelve cents per share on the Company's Common
Stock totaling $300,078.00. The dividend is payable on August 16, 2004 to
shareholders of record as of July 30, 2004. A copy of the news release dated
July 15, 2004 announcing the declaration of the dividend is attached hereto as
Exhibit 99.21 and is incorporated here by reference.

Item 7.  Financial Statements and Exhibits.

         99.21    News release dated July 15, 2004 announcing the cash dividend
                  payable August 16, 2004.


                                   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:  July 15, 2004                   By: /s/ James B. Ramsey
                                        ----------------------------------
                                        James B. Ramsey
                                        Senior Vice President and
                                        Chief Financial Officer

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EX-99.21

                                                                   Exhibit 99.21
                                                                   -------------

                                  NEWS RELEASE

For Immediate Release                              Contact: Tom McGraw
                                                   650-875-4865

                   FNB Bancorp Declares Third Quarter Dividend

South San Francisco, CA: July 15, 2004: FNB Bancorp (Bulletin Board FNBG.OB),
the holding company for First National Bank of Northern California, announced
that its Board of Directors has declared a quarterly cash dividend of twelve
cents per share on the Company's Common Stock totaling $300,078.00. The dividend
is payable to shareholders of record as of July 30, 2004, payable on August 16,
2004.

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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