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

                                     FORM 15

      CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
                 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
            SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND
                  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

                         Commission File Number 33-37078


                                FNC BANCORP, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

         460 SOUTH MADISON AVENUE, DOUGLAS, GEORGIA 31533 (912) 384-2265
      --------------------------------------------------------------------
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                        COMMON STOCK, PAR VALUE $1.00 PER
                    SHARE (Title of each class of securities
                              covered by this Form)

                                      None
- -------------------------------------------------------------------------------
   (Titles of all other classes of securities for which a duty to file reports
                                     under
                        Section 13 (a) or 15(d) remains)


     Please  place  an X in  the  box(es)  to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

             Rule 12g-4(a)(1)(i)  |_|   Rule 12h-3(b)(1)(i)  |X|
             Rule 12g-4(a)(1)(ii) |_|   Rule 12h-3(b)(1)(ii) |_|
             Rule 12g-4(a)(2)(i)  |_|   Rule 12h-3(b)(2)(i)  |_|
             Rule 12g-4(a)(2)(ii) |_|   Rule 12h-3(b)(2)(ii) |_|
                                        Rule 15d-6           |X|


     Approximate  number of holders of record as of the  certification or notice
date: 0

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, FNC
Bancorp, Inc., has caused this  certification/notice  to be signed on its behalf
by the undersigned duly authorized person.


Date:  January 29, 2002                     By: /s/ Lyn G. Schroeder
                                               -------------------------------
                                               Lyn G. Schroeder
                                               Counsel to FNC Bancorp, Inc.