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)

July 27, 2007

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):

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

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

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

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

Item 2.02  Results of Operations and Financial Condition

          FNB Bancorp (Bulletin Board: FNBG), parent company of First National Bank of Northern California, today announced financial highlights of operating results for the quarter and six months ended June 30, 2007.

          A copy of the News Release issued by the registrant on July 27, 2007, is attached to this report as Exhibit 99.50 and is incorporated here by reference.

Item 9.01.  Financial Statements and Exhibits.

          (c)    Exhibits

99.50 News Release dated July 27, 2007, announcing financial highlights of operating results for the quarter and six months ended June 30, 2007 .

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 27, 2007.	By:	/s/  Dave A. Curtis
		Dave A. Curtis
		Senior Vice President and
		Chief Financial Officer

EX-99.50

Exhibit 99.50

NEWS RELEASE

For Immediate Release	Contacts:
	Tom McGraw, Chief Executive Officer (650) 875-4864
	Dave Curtis, Chief Financial Officer (650) 875-4862

Press Release
Available for Immediate Publication:  July 27, 2007

First National Bank of Northern California Reports Second Quarter 2007 Earnings of $0.60 Per Diluted Share

Source: FNB Bancorp (CA) (Bulletin Board: FNBG)
South San Francisco, California
Website: www.fnbnorcal.com

Contacts:
Tom McGraw, Chief Executive Officer (650) 875-4864
Dave Curtis, Chief Financial Officer (650) 875-4862

          FNB Bancorp (Bulletin Board: FNBG), parent company of First National Bank of Northern California, today announced operating earnings for the second quarter of 2007 of $1,727,000 or $0.60 per diluted share, compared to $2,109,000 or $0.73 per diluted share for the second quarter of 2006.  Results for the second quarter of 2006 included a non-recurring pretax gain on sale of Other Real Estate Owned of $756,000.  Total consolidated assets as of June 30, 2007 were $619,439,000 compared to $581,354,000 as of June 30, 2006. Certain amounts reported for 2006 have been reclassified to conform to the June 30, 2007 presentation. The reclassifications had no effect on Net earnings or  Stockholders’ equity.

          Financial Highlights: Second quarter, 2007
          Consolidated Statement of Earnings
          (in ‘000s except earnings per share amounts)

	Three months ended June 30,						Six months ended June 30,
	2007			2006			2007			2006
Interest income	$	10,654		$	8,928		$	20,558		$	17,765
Interest expense		3,429			2,168			6,515			4,119
Net interest income		7,225			6,760			14,043			13,646
Provision for loan losses		(180	)		(163	)		(330	)		(356	)
Non-interest income		1,142			1,827			2,146			4,143
Non-interest expense		5,808			5,303			11,566			10,789
Income before income taxes		2,379			3,121			4,293			6,644
Provision for income taxes		(652	)		(1,012	)		(1,107	)		(2,087	)
Net earnings	$	1,727		$	2,109		$	3,186		$	4,557
Basic earnings per share	$	0.60		$	0.74		$	1.12		$	1.60
Diluted earnings per share	$	0.60		$	0.73		$	1.10		$	1.57
Average assets	$	621,665		$	562,035		$	608,917		$	561,796
Average equity	$	63,685		$	57,885		$	63,141		$	57,238
Return on average assets		1.11	%		1.50	%		1.05	%		1.62	%
Return on average equity		10.85	%		14.57	%		10.09	%		15.92	%
Efficiency ratio		69	%		62	%		71	%		61	%
Net interest margin		5.13	%		5.35	%		5.12	%		5.43	%
Weighted average shares outstanding:
Basic		2,862			2,840			2,857			2,840
Diluted		2,892			2,904			2,891			2,907

Consolidated Balance Sheets
(In ‘000s)

	As of June 30, 2007		As of June 30, 2006
Assets
Cash and cash equivalents	$	24,317	$	32,478
Securities available for sale		87,371		126,154
Loans, net		463,523		383,816
Premises, equipment and leasehold improvements		13,763		12,979
Goodwill		1,841		1,841
Other assets		28,624		24,086
Total assets	$	619,439	$	581,354
Liabilities and stockholders’ equity:
Deposits:
Demand and NOW	$	185,031	$	187,971
Savings and money market		189,700		168,521
Time		142,765		129,069
Total deposits		517,496		485,561
Federal Home Loan Bank advances		30,000		30,000
Accrued expenses and other liabilities		8,334		7,407
Total liabilities		555,830		522,968
Stockholders’ equity		63,609		58,386
Total liabilities and stockholders’ equity	$	619,439	$	581,354

           “Our operating results during the second quarter of 2007 reflect the highly competitive environment in which we currently operate.  We have been able to grow our total deposits by  7% year over year, but our demand and NOW deposit balances slightly declined.  Net quarterly loans increased $79,707,000 year over year. The growth in loans occurred primarily within the commercial real estate segment of the portfolio. Our quarterly net interest income increased by $465,000 year over year, resulting in a net interest margin of 5.13% during the second quarter of 2007, compared to 5.12% during the first quarter of this year. Improvement in the net interest margin was attributable to higher loan volumes and an increase in yield obtained within the investment portfolio.  Our increased non-interest expenses year over year were primarily the result of increased marketing  and new product expenses designed to provide our customers with the latest deposit products, including remote capture capabilities,”  stated Tom McGraw, Chief Executive Officer.

          “We expect to be able to provide our customers innovative deposit products, such as our new remote capture product.  We plan to offer positive pay and lockbox products in the near future. In this extremely competitive environment, we are committed to providing our customers with the latest products and services.  Our challenge as we plan for the future is to deliver new products, while we control the growth in our noninterest expenses and provide a superior level of customer service.” noted Mr. McGraw.

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.