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 30, 2002
                                  -------------



                                   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



Item 5.  Other Events and Regulation FD Disclosure

         On July 30, 2002, the Board of Directors of the registrant declared a
cash dividend of twelve cents ($0.12) per share on shares of common stock held
of record on July 31, 2002, which dividend will be payable on August 15, 2002. A
copy of the July 30, 2002, news release reporting the dividend declaration is
attached to this report as Exhibit 99.5 and is incorporated here by reference.


Item 7.  Exhibits

         99.5         News release dated July 30, 2002, announcing declaration
                      of dividend on shares of common stock held of record on
                      July 31, 2002.



                                   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:  August 5, 2002.                     By: /s/ JAMES B. RAMSEY
                                                --------------------------------
                                                James B. Ramsey
                                                Senior Vice President and
                                                Chief Financial Officer


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