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)

October 24, 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, announced financial highlights of operating results for the quarter ended September 30, 2008.

           A copy of the News Release issued by the registrant on October 24, 2008, is attached to this report as Exhibit 99.63 and is incorporated here by reference.

Item 8.01. Other Events.

           FNB Bancorp announced that it has declared a stock dividend payable December 15, 2008.

           A copy of the News Release issued by the registrant on October 24, 2008, is attached to this report as Exhibit 99.64 and is incorporated here by reference.

Item 9.01. Financial Statements and Exhibits.

          (c) Exhibits

                    99.63    News Release dated October 24, 2008, announcing financial highlights of operating results for the quarter ended September 30, 2008.

                    99.64    News Release dated October 24, 2008, announcing a stock dividend payable on December 15, 2008 to shareholders of record November 28, 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: October 27, 2008.	By:	/s/ Dave A. Curtis
		Dave A. Curtis
		Senior Vice President and
		Chief Financial Officer

EX-99.63

Exhibit 99.63

Press Release
Available for Immediate Publication: October 24, 2008

First National Bank of Northern California Reports Third Quarter 2008 Earnings of $0.36 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 third quarter of 2008 of $1,047,000 or $0.36 per diluted share, compared to $1,795,000 or $0.59 per diluted share for the third quarter of 2007. Total consolidated assets as of September 30, 2008 were $660,296,000 compared to $638,528,000 as of September 30, 2007.

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

	Three months ended September 30, 2008			Three Months ended September 30, 2007			Nine months ended September 30, 2008			Nine months ended September 30, 2007
Interest income	$	9,787		$	10,881		$	29,815		$	31,439
Interest expense		2,725			3,531			8,888			10,046
Net Interest Income		7,062			7,350			20,927			21,393
Provision for loan losses		(300	)		(180	)		(1,590	)		(510	)
Non-interest income		769			1,093			3,167			3,239
Non-interest expense		6,481			5,761			18,944			17,327
Income before income taxes		1,050			2,502			3,560			6,795
Provision for income taxes		(3	)		(707	)		(536	)		(1,814	)
Net Earnings	$	1,047		$	1,795		$	3,024		$	4,981
Basic earnings per share	$	0.36		$	0.60		$	1.03		$	1.66
Diluted earnings per share	$	0.36		$	0.59		$	1.02		$	1.64
Average assets	$	661,328		$	627,520		$	655,178		$	615,185
Average equity	$	67,189		$	64,940		$	67,562		$	63,745
Return on average assets		0.63	%		1.14	%		0.62	%		1.08	%
Return on average equity		6.23	%		11.06	%		5.97	%		10.41	%
Efficiency ratio		83	%		68	%		79	%		70	%
Net interest margin		4.75	%		5.10	%		4.78	%		5.12	%
Average shares outstanding		2,909			3,002			2,947			3,000
Average diluted shares outstanding		2,919			3,022			2,973			3,035

Consolidated Balance Sheets
(In ‘000s)

	As of September 30, 2008		Year ended December 31, 2007		As of September 30, 2007		Year ended December 31, 2006
Assets:
Cash and cash equivalents	$	17,873	$	15,750	$	17,264	$	27,022
Securities available for sale		104,489		94,432		91,127		94,945
Loans, net		489,644		489,574		486,127		419,437
Premises, equipment and
Leasehold improvements		13,378		13,686		13,604		13,476
Other real estate owned		3,819		440		—		—
Goodwill		1,841		1,841		1,841		1,841
Other assets		29,252		28,742		28,565		24,549
Total assets	$	660,296	$	644,465	$	638,528	$	581,270
Liabilities and stockholders’ equity:
Deposits:
Demand and NOW	$	184,014	$	181,638	$	179,627	$	184,262
Savings and money market		181,426		181,276		189,232		162,915
Time		155,030		136,341		138,154		134,390
Total deposits		520,470		499,255		507,013		481,567
Federal Home Loan Bank advances		66,000		66,000		45,000		30,000
Federal funds purchased		—		5,595		12,620		—
Accrued expenses and other liabilities		7,275		7,070		8,859		7,640
Total liabilities		593,745		577,920		573,492		519,207
Stockholders’ equity		66,551		66,545		65,036		62,063
Total liab. and stockholders’ equity	$	660,296	$	644,465	$	638,528	$	581,270
Other Financial Information:
Allowance for Loan Losses		6,031		5,638		5,502		5,002
Nonperforming Assets		15,694		11,905		11,253		2,628
Total Gross Loans		495,675		495,212		491,629		424,439

          “Our third quarter, 2008, financial performance reflects management’s efforts to maintain our net interest margin while we continue to increase our allowance for loan losses,” stated Tom McGraw, Chief Executive Officer. During the third 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 $1,590,000, an increase of $1,080,000 when compared to 2007 levels. During 2008, our assets have grown by $15,831,000 or approximately 2% since December 31, 2007. Total deposits have increased by $21,215,000 or approximately 4% during 2008.

          “Net charge-offs during the third quarter of 2008 totaled $69,000 compared to a net recovery of $13,000 during the same period in 2007. Management is committed to maintaining our allowance for loan losses at prudent levels. Our allowance for loan losses totaled 1.22% and 1.14% as of September 30, 2008 and December 31, 2007, respectively. While it is true we operate in a difficult credit environment and there are almost daily news reports detailing the economic problems we all face, First National Bank of Northern California has continued to stay profitable, paid consistent stockholder dividends and continued to lend and gather deposits locally. Management and the board of directors have demonstrated a commitment to providing our customers a safe, local banking experience for 45 years. We are the family bank, offering deposit and loan products for individuals, businesses large and small, and local non-profit organizations that serve our community,” added Tom McGraw. During 2008, the Company has dealt with a declining interest rate environment, yet was successful in increasing net interest margin by 4 basis points during the third quarter of 2008 when compared with the second.

           “During the third quarter of 2008, the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Federal National Mortgage Association (“Fannie Mae”) were placed into a government conservatorship. Prior to this action, First National Bank had a $500,000 investment in Freddie Mac equity securities and no investment in similar Fannie Mae securities. As a result of the government’s actions, we recorded an other than temporary impairment charge of $470,000 related to our Freddie Mac investment during the third quarter of 2008. Following the filing of the 2007 income tax return and the resulting reconciliation with our financial statements, we were able to record a $200,000 reduction in our third quarter 2008 income tax expense,” stated Tom McGraw.

          The Bank is well capitalized and is guided by a seasoned board of directors and management team that has worked through difficult economic times in the past. For forty-five years, First National Bank of Northern California, the family bank, has been dedicated to providing our customers and their families, our communities, and our shareholders a safe and sound local banking institution they can rely upon.

          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.

EX-99.64

Exhibit 99.64

NEWS RELEASE

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

FNB Bancorp Declares Stock Dividend

South San Francisco, CA: October 24, 2008: FNB Bancorp (Bulletin Board FNBG.OB), the holding company for First National Bank of Northern California, announced that its Board of Directors has declared a stock dividend of approximately 148,155 shares, payable at the rate of one share of Common Stock for every twenty (20) shares of Common Stock owned. The stock dividend will be payable December 15, 2008, to shareholders of record on November 28, 2008.

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:

David A. Curtis
Senior Vice President & Chief Financial Officer
Tel: (650) 875-4862   Fax: (650) 588-9695