November 30. 2010

Mr. Mark Webb
Legal Branch Chief
Securities and Exchange Commission
Washington, D.C.  20549

Dear Mr. Webb:

I am in receipt of your letter dated November 23 2010
whereby you have requested clarification regarding
filing information contained in the Form 10K filing
for December 31, 2009 and the quarterly Form 10Q
filings that have been completed during 2010.

Where you have asked for us to include additional
information in future filings, we will do so.
This letter was created to provide you with the
additional information that you have requested
related to the filings under review.

Item 8.  Financial Statements and Supplementary
Data, page 54

You asked whether the 8.718 million dollar loan
discussed in our December 31, 2009 Form 10K
impacted total nonperforming loans since there
was no specific disclosure regarding this in the
three Form 10Qs filed in 2010.  You further have
requested that we:

Detail the specific loan modification terms and
compare and contrast to those in the original
agreement and whether the modifications were
considered customary both for your institution
and for any prior similar transactions;

Quantify the amount of interest waived and how it
was determined;

Discuss the circumstances in which loan
performance would constitute reclassification to
performing status; and

Discuss how you classified this loan throughout
2010, including commentary on loan performance by
the borrower, and if and when the loan was
returned to accrual status and why.

Response

The loan that you have referenced was modified at
the end of the first quarter.  The terms of the
modification were as follows

Interest rate was changed from 7.75% fixed to a
graduated interest rate of 5% for the first two
years, 5.5% for years 3 through 6; and 6% in year
seven;

Borrower was required to make a principal
reduction payment of $1.416 million dollars in
cash;

The maturity of the note was extended for seven
years, interest only for year one, amortized over
30 years for years two through seven;

Approximately $260,000 in accrued interest was
deferred and becomes due and payable at the
maturity date of the new loan;

The bank agreed to an A/B note split as outlined
in Policy Statement on Prudent Commercial Real
Estate Loan Workouts issued on October 30, 2009
FIL 61 2009 that was issued to all FDIC insured
banking institutions;

Accrued interest of $370,000 was forgiven;
48,000 thousand dollars in accrued interest was
added to the B note;

Late charges of $88,000 were forgiven;

The B Note was charged off and consisted of
principal of $1.048 million ($1.0 million in
principal and $0.048 million in capitalized
interest was charged off;


Interest only payments on the B Note, seven year
maturity;

Bank continues to pursue payments on the B note
that are recorded as recoveries to our Allowance
for Loan and Lease Losses as received.

The late charges that were forgiven included all
late charges accumulated but not yet paid.  The
amount of the accrued interest that was forgiven
was a negotiated amount between the total accrued
interest of 418,000 dollars that the bank wanted
and a total writeoff that the borrower wanted.

The Office of the Comptroller of the Currency,
our primary bank regulator, has mandated that any
commercial real estate restructuring such as
described above must remain on nonaccrual and
nonperforming status until the borrower has made
six consecutive payments under the modified terms
of the note.  In this case, the A note contains
terms and conditions similar to those we would
offer other customers in transaction of a similar
nature.  The sixth payment is scheduled to be
made in the fourth quarter of 2010.  If the
borrower complies with the modified terms of the
note, and makes their first six payments as
agreed under the modified note terms, this note
will be returned to performing status at the end
of the fourth quarter, 2010.

Throughout 2010, in accordance with guidance
provided by the OCC, this note was classified
nonaccrual and nonperforming for the first nine
months of 2010.  The OCC will not allow us to
return the note to performing status until after
six consecutive payments have been made and the
loan is well secured and in the process of
collection.  All these conditions are expected to
exist by the end of the fourth quarter of 2010.

Item 11.  Executive Compensation.  Page 96

You have asked us to advise you why we did not
provide disclosure pursuant to Item 402(s) of
Regulation S-K on compensation risk.

Response

Item 11 in our Form 10K referenced our Company
Proxy Statement for the 2010 Annual Meeting of
Shareholders, which was filed with the SEC as DEF
14A on April 7, 2010.  The information contained
in the Companys Proxy Statement contains all the
compensation risk disclosures required under
Regulation S K.

During 2009, no management bonuses were accrued
or paid.  In addition, no salary increases were
implemented for senior executive officers during
2009.  The Compensation Committee of the Board of
Directors reviewed the Banks performance, and
given the lack of earnings at FNB Bancorp made
the decision that no bonus payments were
warranted for the Company officers, including the
Company senior executive officers (CEO,
President, COO, and CFO).  In the opinion of the
Board of Directors and executive management, the
Company compensation policies and practices do
not create risks that are reasonably likely to
have a material adverse effect on the Company.

Form 10-Q filed November 12, 2010
Nonperforming Assets, page 27

You stated We note your disclosures regarding the
specifics of our nonperforming assets at
September 30, 2010 compared to December 31, 2009,
respectively.  Please tell us whether or not you
had any troubled debt restructuring at both these
dates.  Please also explain what would constitute
a troubled debt restructuring for reporting
purposes and whether or not you had any during
2010, but not at a reportable date.  In future
filings, please also specifically disclose the
balances of any troubled debt restructurings or
an affirmative statement that you did not have
any at the reporting date.

Response

Under GAAP codification section 310 40 20 the
definition of a troubled debt restructuring is a
restructuring of a debt constitutes a troubled
debt restructuring if the creditor, for economic
or legal reasons related to the debtors financial
difficulties grants a concession to the debtor
that it would not otherwise consider.  FNB
Bancorp and First National Bank primary lending
focus is in commercial real estate lending
segment CRE.  CRE loans often require personal
guarantees from borrowers that encumber them
beyond just the real estate collateral involved
in the loan transaction.  For these types of
borrowers, when payment is not made under the
terms of the loan, we will pursue a judicial
foreclosure and deficiency judgments if the
liquidation of collateral is not sufficient to
extinguish the debt.  This usually is helpful in
motivating borrowers to negotiate in good faith
with us when problems arise, as these borrowers
generally have significant other real estate and
liquid assets.  As in the loan transaction
detailed previously, we follow the regulatory
guidance in Policy Statement on Prudent
Commercial Real Estate Loan Workouts issued on
October 30, 2009 FIL 61 2009 that was issued to
all FDIC insured banking institutions when
classifying these renegotiated loans.  We split
the original note into an A category note and
then create a leftover B category note.  The A
category note stays on the books and exhibits
rates, terms and other features that we would
offer any similar borrower in a similar
transaction that is not distressed.  The B note
contains principal and interest that has
preferential terms and conditions and would not
be considered a bankable note under OCC
regulatory guidance.  The B note is then charged
off against the Allowance for Loan and Lease
Losses ALLL, but we still continue collection
efforts on the B note.  Any monies received on
the B note are treated as a recovery of the ALLL
in the period the funds are received.  Since the
B notes are charged off, we do not have on our
books any Troubled Debt Restructurings at
December 31, 2009 or September 30, 2010 because
the portion of the debt that is causing the
trouble is charged off.  The A note is carried as
nonperforming until six monthly payments have
been made, then the A note is returned to
performing status.

Conclusion

The directors, management and employees of FNB
Bancorp accept our responsibility to insure that
all our SEC filings are accurate and include an
adequacy of the required disclosures in the
filings to be certain the filings include the
information the Securities and Exchange Act of
1934 and all applicable Exchange Act rules
require.  Since the directors, management and
employees of FNB Bancorp are in possession of the
facts relating to our companys disclosure, we
all are responsible for the accuracy and adequacy
of the disclosures made.

We acknowledge that

The company is responsible for the adequacy and
accuracy of the disclosures in the filing;

Staff comments or changes to disclosures in
response to staff comments do not foreclose the
Commission from taking any action with respect to
the filing; and

The company may not assert staff comments as a
defense in any proceeding initiated by the
Commission or any persons under the federal
securities laws of the United States.

If you have any questions regarding the
information contained in this letter, please do
not hesitate to contact the Chief Financial
Officer at (650) 875-4862.

Respectfully Submitted,



Tom McGraw, CEO		David Curtis, CFO