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)

                                January 16, 2007
                                ----------------


                                   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):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))


Item 8.01.  Other Events.

         On January 16, 2007, the registrant announced that its Board of
Directors has declared a quarterly cash dividend of fifteen cents per share on
the Company's Common Stock totaling approximately $423,889.65. The dividend is
payable to shareholders of record as of January 31, 2007, payable on February
16, 2007.

         A copy of the News Release issued by the registrant on January 16,
2007, is attached to this report as Exhibit 99.44 and is incorporated here by
reference.

Item 9.01.  Financial Statements and Exhibits.

         (c)      Exhibits

                  99.44    News Release dated January 16, 2007, announcing a
                           cash dividend payable on February 16, 2007



                                   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:  January 16, 2007.              By: /s/ DAVE A. CURTIS
                                           -------------------------------------
                                           Dave A. Curtis
                                           Senior Vice President and
                                           Chief Financial Officer