8-K

                                  United States
                       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 21, 2005
                                ----------------


                                   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


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


Item 8.01  Other Events.

         On January 21, 2005, the registrant announced that its Board of
Directors has declared a cash dividend of fifteen cents per share on the common
stock of the registrant, payable on February 15, 2005, to shareholders of record
on January 31, 2005.

         A copy of the News Release issued by the registrant on January 21,
2005, is attached to this report as Exhibit 99.24 and is incorporated here by
reference.

Item 9.01.  Financial Statements and Exhibits.

        (c) Exhibits

              99.24        News Release dated January 21, 2005, announcing a
                           cash dividend payable on February 15, 2005



                                   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 24, 2005.                  By: /s/ JAMES B. RAMSEY
                                               ---------------------------------
                                               James B. Ramsey
                                               Senior Vice President and
                                               Chief Financial Officer

                                       2

EX-99.24

                                                                   Exhibit 99.24
                                                                   -------------


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



                   FNB Bancorp Declares First Quarter Dividend

South San Francisco, CA: January 21, 2005: 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 fifteen
cents per share on the Company's Common Stock totaling $394,509.45. The dividend
is payable to shareholders of record as of January 31, 2005, payable on February
15, 2005.


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