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)

                                February 3, 2006
                                ----------------


                                   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 2.01.  Completion of Acquisition or Disposition of Assets.

Item 7.01.  Regulation FD Disclosure.

Item 8.01.  Other Events.

         The following information is furnished pursuant to Item 2.01,
"Completion of Acquisition or Disposition of Assets," Item 7.01, "Regulation FD
Disclosure," and Item 8.01, "Other Events":

         On February 3, 2006, the registrant (FNB Bancorp) announced the sale of
3,950 shares of its holdings of common stock in Pacific Coast Bankers'
Bancshares ("PCBB"). The registrant continues to hold 1,450 shares of PCBB
common stock.

         A copy of the News Release issued by the registrant on February 3,
2006, is attached to this report as Exhibit 99.33 and is incorporated here by
reference.

Item 9.01.  Financial Statements and Exhibits.

         (c)      Exhibits

                  99.33    News Release dated February 3, 2006, announcing the
                           sale of 3,950 shares held in Pacific Coast Bankers'
                           Bancshares



                                   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:  February 3, 2006               By: /s/ JAMES B. RAMSEY
                                           -------------------------------------
                                           James B. Ramsey
                                           Senior Vice President and
                                           Chief Financial Officer


                                       2

EX-99.33

                                                                   EXHIBIT 99.33


                                  NEWS RELEASE

  FNB Bancorp Sells A Portion Of Holdings In Pacific Coast Bankers' Bancshares

South San Francisco, CA: February 3, 2006: FNB Bancorp (Bulletin Board FNBG.OB),
the holding company for First National Bank of Northern California, has sold
3,950 shares of its holdings of common stock in Pacific Coast Bankers'
Bancshares (PCBB), the parent company of Pacific Coast Bankers' Bank, a bankers'
bank based in San Francisco, California. Sale of these shares was arranged by
Pacific Coast Bankers' Bancshares as part of its desire to expand the number of
PCBB shareholders. The sale proceeds total $1,876,250 (before fees and taxes).

         Tom McGraw, CEO of First National Bank of Northern California and
member of the Board of Directors of PCBB stated, "This was a great opportunity
to see a cash return on First National Bank's investment in PCBB and at the same
time to facilitate a distribution of PCBB shares to a broader ownership base of
banks who utilize the outstanding services of PCBB. This is a win/win situation
for First National Bank, Pacific Coast Banker's Bancshares and new stockholders
of PCBB. We continue to hold the remaining balance of PCBB shares in our
investment portfolio and look forward to continued collaboration with PCBB."

         FNB Bancorp continues to hold 1,450 shares of PCBB common stock. This
transaction was completed on January 31, 2006.

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.

Contact:

Tom McGraw, 650-875-4865
James B. Ramsey, 650-875-4862, Fax 650-588-9695