SECURITIES
AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM
10-K/A

(Amendment
No. 1)

|x | Annual
                                         report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the
                                         fiscal year ended December 31, 2013,
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | or                                                                                                                                                                                                                  
|  |                                                                                                                                                                                                                     
|o | Transition
report pursuant to Section 13 or 15 (d) of Securities Exchange Act of 1934                                                                                                                               

Commission File
No. 000-49693

FNB
BANCORP

(Exact name of
registrant as specified in its charter)



|California                                                     |                          | 91-2115369
|-------------------------------------------------------------- | ------------------------ | ----------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer ID Number)

|                                                    |  |            | 
|--------------------------------------------------- |  | ---------- | 
|975 El Camino Real, South San Francisco, California |  | 94080     
|(Address of principal executive offices)            |  | (Zip code)

|(650) 588-6800                                      
|----------------------------------------------------
|(Registrant’s telephone number, including area code)
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    

Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x

Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 
Yes o No x

Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether
the registrant has submitted electronically and posted on its Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure
of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in this
Form 10-K/A or any amendment to this 10-K/A o

Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company ”
in Rule 12b-2 of the Exchange Act. (Check one):



|Large accelerated filer o  |  | Accelerated filer o |  | Non-accelerated filerx | 
|-------------------------- |  | ------------------- |  | ---------------------- | 
|Smaller reporting companyo |  |                     |  |                        | 

Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No
x

Aggregate market
value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter:  $59,600,975

Page 1 of 7
pages

Number
of shares outstanding of each of the registrant’s classes of common stock, as of March 10, 2014

No par value
Common Stock – 3,978,505 shares outstanding.











EXPLANATORY NOTE



The sole
purpose of this Amendment (the "Amendment") to FNB Bancorp’s Annual Report on Form 10-K (the "Form 10-K") for the
Period Ended December 31, 2013, as filed with the Securities and Exchange Commission on March 28, 2014, is to revise a
paragraph in Item 9A. Controls and Procedures, as well as adding a management report on internal control over
financial reporting. This Amendment contains only the cover page to this Form 10-K/A, this Explanatory Note, the revised
paragraph in Item 9A, the management report on internal control over financial reporting, the Signature Page, and the
Sarbanes-Oxley Exhibits. No other changes have been made to the Form 10-K. This Amendment to the Form 10-K does not reflect
events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures
made in the original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Form 10-K and our other
filings with the SEC.



ITEM 9A. CONTROLS AND PROCEDURES





Based on our
evaluation, the principal executive officer and principal financial officer have concluded that our internal control over
financial reporting, based on criteria established in "Internal Control-Integrated Framework" issued in 1992 by COSO, including
disclosure controls and procedures, are effective to ensure that material information required to be disclosed by the Company
in the reports that it files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required
and that such information is communicated to the Company's management, including the principal executive officer and the principal
financial officer, to allow timely decisions regarding required disclosures. The evaluation did not identify any change in the
Company's internal control over financial reporting that occurred during the quarter ended December 31, 2013 that has materially
affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.



Date: August 14, 2014



|/s/
    Thomas C. McGraw |  | /s/
David A. Curtis         | 
|------------------------ |  | --------------------------- | 
|Thomas C. McGraw         |  | David
    A. Curtis         | 
|Chief Executive Officer  |  | Chief
    Financial Officer | 



2





MANAGEMENT'S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



Management
of FNB Bancorp (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting,
and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2013. Internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Company's system of internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of Management and Directors of the Company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have
a material effect on the financial statements.



Management
performed an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2013
based upon criteria in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"). Based on this assessment, Management determined that the Company's internal control over financial
reporting was effective as of December 31, 2013 based on the criteria in Internal Control - Integrated Framework (1992) issued
by COSO.



This annual
report does not include an attestation report of the company's independent registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public
accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's
report in this annual report.



Dated: August 14, 2014



|ExhibitNumber |  | Document Description                  
|------------- |  | --------------------------------------
|              |  |                                       
|31.1          |  | Rule 13a-14(a)/15d-14(a) Certification
|              |  | (principal executive officer)         
|              |  |                                       
|31.2          |  | Rule 13a-14(a)/15d-14(a) Certification
|              |  | (principal financial officer)         
|              |  |                                       
|32.0          |  | Section 1350 Certifications           
|              |  |                                       

3







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                       |     |                              
|---------------------- | --- | -----------------------------
|                       |     | FNB BANCORP                  
|                       |     |                              
|Dated: August 14, 2014 | By: | /s/ Thomas C. McGraw         
|                       |     | Thomas C. McGraw             
|                       |     | Chief Executive Officer      
|                       |     | (Principal Executive Officer)





Pursuant
to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.





|Signature                 |  | Title                        |  | Date           
|------------------------- |  | ---------------------------- |  | ---------------
|                          |  |                              |  |                
|/s/ Lisa Angelot          |  | Chairwoman of the Board      |  | August 14, 2014
|Lisa Angelot              |  | of Directors                 |  |                
|                          |  |                              |  |                
|/s/ Thomas C. McGraw      |  | Director, Chief Executive    |  | August 14, 2014
|Thomas C. McGraw          |  | Officer                      |  |                
|                          |  |                              |  |                
|/s/ David A. Curtis       |  | Senior Vice President        |  | August 14, 2014
|David A. Curtis           |  | and Chief Financial Officer  |  |                
|                          |  | (Principal Financial Officer |  |                
|                          |  | and Principal Accounting     |  |                
|                          |  | Officer)                     |  |                
|                          |  |                              |  |                
|/s/ Thomas G. Atwood      |  | Director                     |  | August 14, 2014
|Thomas G. Atwood, D.D. S. |  |                              |  |                
|                          |  |                              |  |                

|/s/
    Ronald R. Barels       |  | Director                 |  | August 14, 2014
|------------------------------ |  | ------------------------ |  | ---------------
|Ronald R. Barels, D.D.S.       |  |                          |  |                
|                               |  |                          |  |                
|/s/ Merrie
    Turner Lightner |  | Director                 |  | August 14, 2014
|Merrie Turner Lightner         |  |                          |  |                
|                               |  |                          |  |                
|/s/ Michael Pacelli            |  | Director                 |  | August 14, 2014
|Michael Pacelli                |  |                          |  |                
|                               |  |                          |  |                
|/s/ Edward J. Watson           |  | Director and Secretary   |  | August 14, 2014
|Edward J. Watson               |  |                          |  |                
|                               |  |                          |  |                
|/s/ Jim D. Black               |  | Director and President   |  | August 14, 2014
|Jim D. Black                   |  |                          |  |                
|                               |  |                          |  |                
|/s/ Anthony J. Clifford        |  | Director and Executive   |  | August 14, 2014
|Anthony J. Clifford            |  | Vice President and Chief |  |                
|                               |  | Operating Officer        |  |                

4