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)

May 4, 2009

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 March 31, 2009.

          A copy of the News Release issued by the registrant on May 4, 2009, is attached to this report as Exhibit 99.73 and is incorporated here by reference.

Item 9.01.   Financial Statements and Exhibits.

          (c)     Exhibits

99.73 News Release dated May 4, 2009, announcing financial highlights of operating results for the quarter ended March 31, 2009.

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: May 4, 2009.	By:	/s/ Dave A. Curtis
		Dave A. Curtis
		Senior Vice President and
		Chief Financial Officer

EX-99.73

Exhibit 99.73

Press Release
Available for Immediate Publication: May 4, 2009

First National Bank of Northern California Reports a First Quarter 2009 Loss of $0.40 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 a loss for the first quarter of 2009 of $1,189,000 or $0.40 per diluted share, compared to operating earnings of $887,000 or $0.28 per diluted share for the first quarter of 2008. Total consolidated assets as of March 31, 2009 were $661,191,000 compared to $649,544,000 as of March 31, 2008.

Financial Highlights: First quarter, 2009
Consolidated Statement of Earnings
(in ‘000s except earnings per share amounts)

	Three months ended March 31, 2009			Three months ended March 31, 2008
Interest income	$	8,911		$	10,371
Interest expense		2,319			3,322
Net Interest Income		6,592			7,049
Provision for loan losses		(2,140	)		(990	)
Non-interest income		149			1,261
Non-interest expense		6,220			6,177
Income before income taxes		(1,619	)		1,143
Tax benefit (provision) for income taxes		430			(256	)
Net Earnings	$	(1,189	)	$	887
Basis earnings per share	$	(0.40	)	$	0.29
Diluted earnings per share	$	(0.40	)	$	0.28
Average assets	$	658,199		$	652,476
Average equity	$	73,098		$	67,747
Return on average assets		(0.72%	)		0.54	%
Return on average equity		(6.51%	)		5.24	%
Efficiency ratio		92	%		74	%
Net interest margin (taxable equivalent)		4.52	%		4.86	%
Average number of shares outstanding		3,030			3,111
Average diluted shares outstanding		3,030			3,120

Consolidated Balance Sheets
(In ‘000s)

	As of March 31, 2009		As of March 31, 2008
Assets
Cash and cash equivalents	$	29,471	$	22,099
Securities available for sale		91,711		87,107
Loans, net		490,910		491,400
Premises, equipment and leasehold improvements		12,737		13,880
Other real estate owned		5,655		3,955
Goodwill		1,841		1,841
Other assets		28,866		29,262
Total assets	$	661,191	$	649,544
Liabilities and stockholders’ equity:
Deposits:
Demand and NOW	$	171,697	$	183,157
Savings and money market		206,390		183,460
Time		137,983		133,062
Total deposits		516,070		499,679
Federal Home Loan Bank advances		60,000		75,000
Accrued expenses and other liabilities		6,680		7,794
Total liabilities		582,750		582,473
Stockholders’ equity		78,441		67,071
Total liabilities and stockholders’ equity	$	661,191	$	649,544

          “Our first quarter 2009 earnings were negatively affected by a $1,200,000 valuation impairment charge on one land development foreclosure property and an additional provision for loan losses of $2,140,000 made during the quarter that management felt was necessary due to the level of nonperforming loans within the Bank’s loan portfolio and the continued problems in the national and local economy. Net charge-offs for the quarter were $489,000, down significantly from the same period during 2008, but still representing charge-off levels that were significantly higher than our historical experience. Throughout the first quarter of 2009, management met with customers that were having problems making their loan payments. These meetings were conducted in order to identify financial solutions and alternatives that would help our customers while still allowing the Bank to maintain prudent lending standards. In February 2009, the Bank received a $12,000,000 investment in preferred stock from the U.S. Treasury’s Capital Purchase Program. The Board of Directors approved this investment in order to help facilitate our ability to lend to those creditworthy borrowers that need funds,” stated Tom McGraw, Chief Executive Officer.

          During the first quarter of 2009, assets grew by $11,647,000 or less than 2% above March 31, 2008 levels. Total deposits increased by $16,391,000 or approximately 3% year over year. Over the last twelve months we have decreased our use of FHLB borrowings by $15,000,000 in an effort to place increased emphasis on developing long-term deposit relationships. The Federal Open Market Committee of the Federal Reserve Bank has continued to aggressively hold down short-term interest rates. This low rate environment has negatively affected our taxable equivalent net interest margin, which has decreased to 4.52% during the first quarter of 2009, compared with 4.86% for the same period in 2008. Our quarterly net interest income decreased by $457,000 year over year.

          “We believe that many of the factors that contributed to the increase in the level of bank owned foreclosed property and an increase in the reserve attributable to the loan portfolio during the first quarter continue to persist. These factors include a national recession, budgetary problems and expenditure reductions within state and local government, continued job losses, and weak consumer spending. Until these factors improve, we will most likely continue to experience a relatively high provision for loan loss and loan charge-off rates. We are doing everything possible to continue to lend to credit worthy borrowers and control the expense side of our operations during these financially difficult times,” continued Tom McGraw.

          “Our deposit activity during the first quarter of 2009 picked up, despite the low level of market interest rates. We are committed to pursuing long-term depository relationships and providing our customers a safe and convenient place to borrow prudently and make investment in depository products. The Company and the Bank are well capitalized and positioned to navigate these difficult economic times and perform well when the economy begins to improve again. For over forty-five years we have faithfully served our customers, our communities, and our shareholders. We continue to demonstrate, on a daily basis, our ability to deliver products and services that provide the financial solutions our customers seek as well as explore new products and services designed to increase our customers’ satisfaction in their banking relationship with us. While our short-term results are disappointing, our responsibility as management is to protect the long-term safety and soundness of our bank and our strategies reflect that objective,” 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.