EXHIBIT 23.2
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               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We have issued our report dated January 31, 2002, accompanying the consolidated
financial statements of FNB Bancorp and Subsidiary appearing in the Annual
Report on Form 10-K for the year ended December 31, 2002, which is incorporated
by reference in this Registration Statement on Form S-8. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report.


/s/ GRANT THORNTON LLP

San Francisco, California
June 16, 2003


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