SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

ANGELOT LISA

(Last)

(First)

(Middle)

C/O FNB BANCORP

975 EL CAMINO REAL

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FNB BANCORP/CA/ [ fnbg.ob ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	12/15/2004		P	447	A	⁽¹⁾	9,381	D
COMMON STOCK	12/15/2004		P	64	A	⁽¹⁾	1,338	I	TRUSTEE
COMMON STOCK	12/15/2004		P	15	A	⁽¹⁾	319	I	TRUSTEE
COMMON STOCK	12/15/2004		P	12,161	A	⁽¹⁾⁽²⁾	255,389	I	THE RICO LARGOMARSINO TR

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK OPTION PLAN	$20.8942	12/15/2004⁽¹⁾		P	10⁽¹⁾		04/28/1999	04/28/2009	COMMON STOCK	201	$20.8942	201	D
STOCK OPTION PLAN	$19.6897	12/15/2004⁽¹⁾		P	14⁽¹⁾		06/28/2000	06/28/2010	COMMON STOCK	286	$19.6897	286	D
STOCK OPTION PLAN	$20.6086	12/15/2004⁽¹⁾		P	14⁽¹⁾		06/29/2001	06/29/2011	COMMON STOCK	285	$20.6086	285	D
STOCK OPTION PLAN	$23.7554	12/15/2004⁽¹⁾		P	14⁽¹⁾		07/24/2002	07/24/2012	COMMON STOCK	289	$23.7554	289	D
STOCK OPTION PLAN	$22.6757	12/15/2004⁽¹⁾		P	16		05/23/2003	05/23/2013	COMMON STOCK	331	$22.6757	331	D
STOCK OPTION PLAN	$30.9524	12/15/2004⁽¹⁾		P	16⁽¹⁾		05/27/2004	05/27/2014	COMMON STOCK	341	$30.9524	341	D

Explanation of Responses:

1. NUMBER OF SHARES REFLECT STOCK DIVIDEND ON 12/15/04.

2. "THE REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP OF THES SECURITIES, AND THIS REPORT SHALL NOT BE DEEMED AN ADMISSION THAT THE REPORTING PERSON IS THE BENEFICIAL OWNER OF THE SECURITIES FOR PURPOSE OF SECTION 16 OR ANY OTHER PURPOSE".

	LISA ANGELOT	12/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.