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)

                                 April 13, 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 4.01  Change in Registrant's Certifying Accountant.

         The firm of KPMG LLP served the registrant, FNB Bancorp (the
"Company"), as principal accountants for the 2004 fiscal year. On April 8, 2005,
the Board of Directors of the Company approved the recommendation of the Audit
Committee of the Board of Directors to change the Company's certifying
accountant. On April 13, 2005, the Company notified KPMG LLP of their dismissal
and termination as independent public accountants for the Company, effective
April 13, 2005.

         The audit reports of KPMG LLP on the consolidated financial statements
of the Company and its subsidiary, First National Bank of Northern California,
as of and for the fiscal years ending December 31, 2004 and 2003 did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.

         In connection with the audits of the two most recent fiscal years ended
December 31, 2004, and subsequent interim period through April 13, 2005, there
were no disagreements between the Company and KPMG LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
KPMG LLP, would have caused it to make reference to the subject matter of the
disagreement in connection with its reports.

         None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the Company's two most recent fiscal years ending
December 31, 2004, and the subsequent period through April 13, 2005.

         A letter from KPMG LLP dated April 18, 2005, addressed to the
Securities and Exchange Commission, in compliance with Item 304(a)(3) of
Regulation S-K, is attached to this report as Exhibit 16.

         On April 19, 2005, the Company announced that it had engaged Moss Adams
LLP as the Company's principal accountants for the 2005 fiscal year, effective
as of April 13, 2005 per the Board of Directors approval of the Audit
Committee's recommendation in compliance with Item 304(a)(1)(iii). A copy of the
April 19, 2005 press release of the Company, reporting the engagement of Moss
Adams LLP, is attached to this report as Exhibit 99.26 and is incorporated here
by reference.

         During the fiscal years ending December 31, 2004 and 2003, and the
interim period between December 31, 2004 and April 13, 2005, the Company did not
consult with Moss Adams LLP regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 9.01.  Financial Statements and Exhibits.

         (c)      Exhibits

                  16      Letter of KPMG LLP Regarding Change in Certifying
                          Accountant
                  99.26   Press Release Announcing New Certifying Accountant

                                       2


                                   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:  April  18, 2005.               By: /s/ JAMES B. RAMSEY
                                           -------------------------------------
                                           James B. Ramsey
                                           Senior Vice President and
                                           Chief Financial Officer


                                       3

EX-16

[LOGO OMITTED]
   KPMG

                        KPMG LLP
                        55 Second Street
                        San Francisco, CA  94101

April 18, 2005

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for FNB Bancorp and, under the date of
March 3, 2005, we reported on the consolidated financial statements of FNB
Bancorp as of and for the years ended December 3l, 2004 and 2003. On April 13,
2005, our appointnent as principal accountants was terminated. We have read FNB
Bancorp's statements included under Item 4.01 of its Form 8-K dated April 18,
2005, and we agree with such statements, except that we are not in a position to
agree or disagree with FNB Bancorp's statement that the decision to appoint Moss
Adams, LLP was approved by the Board of Directors or that Moss Adams, LLP was
not engaged regarding the application of accounting principles to a specified
transaction or the type of audit opinion that might be rendered on FNB Bancorp's
financial statements.

Very truly yours,

                                        /s/ KPMG LLP

EX-99.26

                                                                   Exhibit 99.26

                                  NEWS RELEASE

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

         FNB Bancorp Announces Engagement of Moss Adams as New Accountants South
San Francisco, CA: April 19, 2005: FNB Bancorp (Bulletin Board FNBG.OB), the
holding company for First National Bank of Northern California, announced that
its Audit Committee and Board of Directors has terminated KPMG LLP as the Bank's
independent public accountants and has retained Moss Adams LLP, as the Company's
principal accountants for 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