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 5.02 (b)             Resignation of a Director.

          On July 27, 2007, the registrant announced that Mr. Neil J. Vannucci has resigned from the Board of Directors (including subcommittees of the Board of Directors) of FNB Bancorp and First National Bank of Northern California.

Item 9.01.	Financial Statements and Exhibits.
(c)	Exhibits
	99.52	News Release dated July 31, 2007, announcing the resignation of a Director.

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 31, 2007.	By:	/s/  Dave A. Curtis
		Dave A. Curtis
		Senior Vice President and
		Chief Financial Officer

EX-99.52

Exhibit 99.52

Press Release
Available for Immediate Publication: July 31, 2007

Neil J. Vannucci resigns as Director of FNB Bancorp

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

                    South San Francisco, California: July 31, 2007. Michael R. Wyman, Chairman of FNB Bancorp (Bulletin Board FNBG) and its subsidiary, First National Bank of Northern California, announced today that Director Neil J. Vannucci has submitted his resignation from the Board of Directors (including subcommittees of the Board of Directors) of FNB Bancorp and First National Bank of Northern California, effective August 24, 2007.

                    In his letter to the Board, Mr. Vannucci stated “I have been privileged to serve as a director of this wonderful Bank for almost twenty years and I am very grateful for that opportunity. I’m confident that the board and management will continue the tradition of providing a great working environment for our employees, offering outstanding service to our valued customers and rewarding the investment of our shareholders. It’s simply time for me to enjoy full-time retirement.”

                    “Neil has been an outstanding director over the past nineteen years. His guidance, independence and numerous contributions have played a very important role in the Bank’s success,” said Wyman. Lawrence Vannucci, Mr. Vannucci’s uncle, was one of the six original founders of the Bank in 1963. Wyman added “While we understand Neil’s desire to enjoy retirement, his leadership and active participation as a board member will be missed. For all his efforts on behalf of the Bank, we wish Neil and his family the best.”

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 o f 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