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)

June 26, 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 5.02 Election of Directors.

          On June 26, 2009, the registrant announced that by resolution of its Board of Directors, the number of Directors has been fixed at nine.

          On the same day, the registrant announced that Mr. Ronald R. Barels, DDS has been appointed Director of the Company and First National Bank of Northern California.

          In addition, Mr. Jim Black, president of the Company and the Bank (and currently a Director of the Bank), has been re-appointed Director of the Company.

          A copy of the News Release issued by the registrant on June 30, 2009 is attached as Exhibit 99.76

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits
	99.76	News Release dated June 30, 2009, announcing the appointment of new Director, Ronald R. Barels, DDS

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: June 30, 2009.	By:	/s/ Dave A. Curtis
		Dave A. Curtis
		Senior Vice President and
		Chief Financial Officer

EX-99.76

Exhibit 99.76

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

FNB Bancorp Appoints New Director, Ronald R. Barels, DDS

South San Francisco, CA: June 30, 2009: FNB Bancorp (Bulletin Board FNBG.OB), the holding company for First National Bank of Northern California, is pleased to announce the appointment of Ronald R. Barels, DDS to the Board of Directors of FNB Bancorp and First National Bank of Northern California, effective June 26, 2009.

Mr. Barels is currently the owner and manager of Cypress Golf Course in Colma, California. Mr. Barels has a strong background in business as a dental practice owner and has served as a Director of the Colma-Daly City Chamber of Commerce and as a Director of the San Mateo County Community Colleges Foundation.

“Ron brings significant business and community experience to FNB Bancorp and First National Bank of Northern California,” said Chairman of the Board Mike Wyman. “Ron’s unique combination of professional business experience, combined with his dedicated community service and involvement make him an ideal board candidate for a bank like First National Bank of Northern California. Our legacy, under the direction of our Board of Directors, has been meeting the credit and depository needs of our communities for 46 years and in doing so, enhancing the quality of life for our communities.”

First National Bank of Northern California was established in 1963 in Daly City, California. Today, the Bank has 11 branches in San Mateo County and two branches in San Francisco with total assets of approximately $681,000,000 (six hundred eighty one million dollars).

For further information contact:

Dave A. Curtis

SVP/CFO

Tel: (650) 875-4862 Fax: (650) 588-9695