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 25, 2008

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 ended June 30, 2008.

          A copy of the News Release issued by the registrant on July 25, 2008, is attached to this report as Exhibit 99.61 and is incorporated here by reference.

Item 9.01.    Financial Statements and Exhibits.

          (c) Exhibits

99.61 News Release dated July 25, 2008, announcing financial highlights of operating results for the quarter ended June 30, 2008.

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 25, 2008.	By:	/s/ Dave A. Curtis
		Dave A. Curtis
		Senior Vice President and
		Chief Financial Officer

EX-99.61

Exhibit 99.61

Press Release
Available for Immediate Publication: July 25, 2008

First National Bank of Northern California Reports Second Quarter 2008 Earnings of $0.37 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 2008 of $1,090,000 or $0.37 per diluted share, compared to $1,727,000 or $0.57 per diluted share for the second quarter of 2007. Total consolidated assets as of June 30, 2008 were $659,150,000 compared to $619,439,000 as of June 30, 2007.

Financial Highlights: Second quarter, 2008
Consolidated Statement of Earnings
(in ‘000s except earnings per share amounts)

	Three months ended			Three months ended			Six months ended			Six months ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007
Interest income	$	9,657		$	10,654		$	20,028		$	20,558
Interest expense		2,841			3,429			6,163			6,515
Net Interest Income		6,816			7,225			13,865			14,043
Provision for loan losses		(300	)		(180	)		(1,290	)		(330	)
Non-interest income		1,137			1,142			2,398			2,146
Non-interest expense		6,286			5,808			12,463			11,566
Income before income taxes		1,367			2,379			2,510			4,293
Provision for income taxes		(277	)		(652	)		(533	)		(1,107	)
Net Earnings	$	1,090		$	1,727		$	1,977		$	3,186
Basic earnings per share	$	0.37		$	0.58		$	0.67		$	1.06
Diluted earnings per share	$	0.37		$	0.57		$	0.66		$	1.05
Average assets	$	651,661		$	621,665		$	652,069		$	608,917
Average equity	$	67,754		$	63,685		$	67,750		$	63,141
Return on average assets		0.67	%		1.11	%		0.61	%		1.05	%
Return on average equity		6.44	%		10.85	%		5.84	%		10.09	%
Efficiency ratio		79	%		69	%		77	%		71	%
Net interest margin		4.71	%		5.24	%		4.79	%		5.24	%
Average shares outstanding		2,966			2,994			2,967			2,999
Average diluted shares outstanding		2,977			3,029			2,977			3,043

Consolidated Balance Sheets
(In ‘000s)

	As of		Year ended		As of		Year ended
	June 30, 2008		December 31, 2007		June 30, 2007		December 31, 2006
Assets
Cash and cash equivalents	$	18,766	$	15,750	$	24,317	$	27,022
Securities available for sale		103,067		94,432		87,371		94,945
Loans, net		488,709		489,574		463,523		419,437
Premises, equipment and leasehold improvements		13,677		13,686		13,763		13,476
Other real estate owned		3,955		440		—		—
Goodwill		1,841		1,841		1,841		1,841
Other assets		29,135		28,742		28,624		24,549
Total assets	$	659,150	$	644,465	$	619,439	$	581,270
Liabilities and stockholders’ equity:
Deposits:
Demand and NOW	$	180,573	$	181,638	$	185,031	$	184,262
Savings and money market		193,071		181,276		189,700		162,915
Time		133,832		136,341		142,765		134,390
Total deposits		507,476		499,255		517,496		481,567
Federal Home Loan Bank advances		70,000		66,000		30,000		30,000
Federal funds purchased		7,330		5,595		—		—
Accrued expenses and other liabilities		7,423		7,070		8,334		7,640
Total liabilities		592,229		577,920		555,830		519,207
Stockholders’ equity		66,921		66,545		63,609		62,063
Total liabilities and stockholders’ equity	$	659,150	$	644,465	$	619,439	$	581,270
Other Financial Information:
Allowance for Loan Losses		5,800		5,638		5,310		5,002
Nonperforming Assets		16,567		11,905		2,344		2,628
Total Gross Loans		494,509		495,212		468,833		424,439

          “Our second quarter, 2008, financial results reflect the continued strength of our core earning assets and our commitment to maintain the allowance for loan losses at a prudent level.” stated Tom McGraw, Chief Executive Officer. During the second quarter of 2008, management recorded a provision for loan losses of $300,000 compared to $180,000 for the same period in 2007. For all of 2008, the provision for loan losses was $1,290,000, an increase of $960,000 when compared to 2007 levels. During 2008, our assets have grown by $14,685,000 or approximately 2% since December 31, 2007. Total deposits have increased by $8,221,000 or approximately 2% during 2008.

          “The increase in our deposit levels during 2008 reflects our ability to continue to attract and maintain new deposit accounts at realistic interest rates without placing an inappropriate reliance on outside borrowings or brokered deposits. The current economic downturn, problems in the mortgage and credit markets, rumors regarding the health of Fannie Mae and Freddie Mac coupled with increases in food and energy costs are constant reminders that we live in uncertain times. Management and the board of directors are committed to providing our customers a safe, friendly and convenient banking experience. We will continue to provide loans and credit to our customers in our local communities and develop deposit products and services that our customers need. Our latest not-for-profit deposit products are a good example of our innovative approach to banking.” added Tom McGraw. During 2008, the Company has had to grapple with a declining interest rate environment.

          “Between June 30, 2007 and 2008, the Federal Open Market Committee of the Federal Reserve Bank has driven down the intended federal funds rate from 5.25% to 2.00%. As a result, our taxable equivalent net interest margin has decreased to 4.79% during the first six months of 2008 from 5.24% for the same period in 2007. In addition, we have bolstered our allowance for loan losses to 1.17% of our gross loan portfolio as of June 30, 2008, compared to 1.14% as of December 31, 2007. We have not invested in sub-prime mortgage investments, and management believes the quality of our earning assets is good. We have experienced loan charge-offs during 2008 that are higher than we have become accustomed to, but these charge-offs were related to problems that were customer specific. As of June 30, 2008, the Bank owned two single family residences and one parcel of land that were acquired through foreclosure. We expect to be able to market and sell these properties in an orderly fashion at market rates within a reasonable period of time.” stated Tom McGraw.

          The Bank is well capitalized, with a seasoned management team and board of directors that has worked through difficult economic times before. For over forty-five years First National Bank of Northern California has been dedicated to providing our customers, our communities, and our shareholders the financial products and services they need.

          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.