Exhibit 31.2

                     Rule 13a-14(a)/15d-14(a) Certification


         I, James B. Ramsey, Senior Vice President and Chief Financial Officer
(Principal Financial Officer) of the registrant, FNB Bancorp, certify that:

1.       I have reviewed this annual report on Form 10-K of FNB Bancorp;

2.       Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.       The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we have:

      a) designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiary, is made known to us
         by others within that entity, particularly during the period in which
         this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

      c) disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         fourth fiscal quarter that has materially affected, or is reasonably
         likely to materially affect, the registrant's internal control over
         financial reporting; and

5.       The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

         a) all significant deficiencies and material weaknesses in the design
         or operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and in the
         design or operation of internal controls which could adversely affect
         the registrant's ability to record, process, summarize and report
         financial data and have identified for the registrant's auditors any
         material weaknesses in internal controls; and

      b) any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.



Date: March 25, 2005.



/s/ JAMES B. RAMSEY
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James B. Ramsey
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

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