EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS


We have issued our report dated January 31, 2002, accompanying the consolidated
financial statements of FNB Bancorp and Subsidiary and included in the Annual
Report on Form 10-K for the year ended December 31, 2003. We hereby consent to
the incorporation by reference of said report in the Registration Statements of
FNB Bancorp and Subsidiary on Forms S-8 (File no. 333-91596, effective July 1,
2002, File no. 333-98293, effective August 16, 2002, and File no. 333-106363,
effective June 23, 2003).



/s/ Grant Thornton LLP
San Francisco, California
March 29, 2004

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