S-3MEF

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As filed with the Securities and Exchange Commission on July 12, 2002

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

FIRST COMMUNITY BANCORP
(Exact Name of Registrant as Specified in Its Charter)

CALIFORNIA	33-0885320
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6110 El Tordo
Rancho Santa Fe, California 92067
(858) 756-3023
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Lynn M. Hopkins
Chief Financial Officer
275 North Brea Boulevard
Brea, California 92821
(714) 671-6800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

Stanley F. Farrar, Esq.
Sullivan & Cromwell
1888 Century Park East
Los Angeles, California 90067
(310) 712-6600 Allen Z. Sussman, Esq.
Morrison & Foerster, LLP
555 West Fifth Street, Suite 3500
Los Angeles, California 90013
(213) 892-5200

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    o  _______

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ý  333-90198

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o  _______

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)(3)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Common Stock, no par value	345,000	$24.50	$8,452,500	$777.63

(1)

Includes 45,000 shares the underwriters have the option to purchase to cover over-allotments, if any.

(2)

Estimated solely for purposes of calculating the registration fee.

(3)

Pursuant to Rule 457(a).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

        This Registration Statement is being filed with respect to the common stock, no par value, of First Community Bancorp, a California corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective Registration Statement on Form S-3 (File No. 333-90198) originally filed by First Community Bancorp on June 11, 2002, and amended on June 27, 2002 and July 11, 2002, are incorporated into this Registration Statement by reference.

        The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

Item 16. Exhibits.

Exhibit No.	Description
5.1	Opinion of Sullivan & Cromwell.
23.1	Consent of KPMG LLP (with respect to First Community Bancorp).
23.2	Consent of KPMG LLP (with respect to First National Bank).
23.3	Consent of KPMG LLP (with respect to Professional Bancorp).
23.4	Consent of Moss Adams LLP (with respect to Professional Bancorp).
23.5	Consent of Vavrinek, Trine, Day & Co. LLP (with respect to Pacific Western National Bank).
23.6	Consent of Vavrinek, Trine, Day & Co. LLP (with respect to W.H.E.C., Inc.).
23.7	Consent of Sullivan & Cromwell (included within Exhibit 5.1).

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brea, state of California, on this 12th day of July, 2002.

FIRST COMMUNITY BANCORP
By:	/s/  LYNN M. HOPKINS Lynn M. Hopkins Executive Vice President and Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* John M. Eggemeyer, III	Director and Chairman of the Board	July 12, 2002
* Matthew P. Wagner	President, Chief Executive Officer and Director (Principal Executive Officer)	July 12, 2002
/s/  LYNN M. HOPKINS Lynn M. Hopkins	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 12, 2002
* Timothy B. Matz	Director	July 12, 2002
* Timothy L. Blixseth	Director	July 12, 2002
* Robert E. Herrmann	Director	July 12, 2002

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* Robert A. Schoellhorn	Director	July 12, 2002
* Robert A. Stine	Director	July 12, 2002
* David S. Williams	Director	July 12, 2002
* Harold W. Clark	Director	July 12, 2002
* Stephen M. Dunn	Director	July 12, 2002
* Barry C. Fitzpatrick	Director	July 12, 2002
/s/  LYNN M. HOPKINS Lynn M. Hopkins * Attorney-in-fact.		July 12, 2002

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Exhibit Index

Exhibit No.	Description
5.1	Opinion of Sullivan & Cromwell.
23.1	Consent of KPMG LLP (with respect to First Community Bancorp).
23.2	Consent of KPMG LLP (with respect to First National Bank).
23.3	Consent of KPMG LLP (with respect to Professional Bancorp).
23.4	Consent of Moss Adams LLP (with respect to Professional Bancorp).
23.5	Consent of Vavrinek, Trine, Day & Co. LLP (with respect to Pacific Western National Bank).
23.6	Consent of Vavrinek, Trine, Day & Co. LLP (with respect to W.H.E.C., Inc.).
23.7	Consent of Sullivan & Cromwell (included within Exhibit 5.1).

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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
SIGNATURES
Exhibit Index

EX-5.1

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Exhibit 5.1

July    , 2002

First Community Bancorp,
        6110 El Tordo,
                 Rancho Santa Fe, California 92067.

Dear Sirs:

        In connection with the registration under the Securities Act of 1933 (the "Act") of            shares (the "Securities") of Common Stock, without par value, of First Community Bancorp, a California corporation (the "Company"), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, when the registration statement relating to the Securities (the "Registration Statement") has become effective under the Act, the terms of the sale of the Securities have been duly established in conformity with the Company's articles of incorporation, and the Securities have been duly issued and sold as contemplated by the Registration Statement, the Securities will be validly issued, fully paid and nonassessable.

        The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of California and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

        We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading "Validity of Common Stock" in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

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Exhibit 5.1

EX-23.1

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Exhibit 23.1

Independent Auditors' Consent

The Board of Directors
First Community Bancorp:

We consent to incorporation by reference in the registration statement on Form S-3 of First Community Bancorp of our report dated February 8, 2002, except as to Note 24 of the notes to the consolidated financial statements, which is as of March 7, 2002, relating to the consolidated balance sheets of First Community Bancorp and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of earnings, shareholders' equity and comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2001, which report appears in the December 31, 2001, annual report on Form 10-K of First Community Bancorp and to the reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP

San Diego, California
July 11, 2002

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Independent Auditors' Consent

EX-23.2

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'

Exhibit 23.2

Independent Auditors' Consent

The Board of Directors
First National Bank:

We consent to incorporation by reference in the registration statement on Form S-3 of First Community Bancorp of our report dated February 8, 2002, except for the date with respect to Notes 18 and 19 to the consolidated financial statements, which are as of June 6, 2002, relating to the consolidated balance sheets of First National Bank and subsidiary as of December 31, 2001 and 2000, and the related consolidated statements of operations, changes in shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2001, which report appears in the July 3, 2002 Form 8-K/A of First Community Bancorp and to the reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP

San Diego, California
July 11, 2002

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Independent Auditors' Consent

EX-23.3

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Exhibit 23.3

Independent Auditors' Consent

The Board of Directors
Professional Bancorp, Inc.:

We consent to incorporation by reference in the registration statement on Form S-3 of First Community Bancorp of our report dated August 8, 2001, relating to the consolidated balance sheet of Professional Bancorp, Inc. and subsidiary as of December 31, 2000, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders' equity and cash flows for the year ended December 31, 2000, which report appears in the registration statement (No. 333-65582) on Form S-4 of First Community Bancorp and to the reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP

San Diego, California
July 11, 2002

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Independent Auditors' Consent

EX-23.4

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Exhibit 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 (registration No. 333-          ) of our report dated January 28, 2000 (except for Note 8 as to which the date was February 1, 2000 and Note 11 as to which the date was March 22, 2000) on the consolidated balance sheet of Professional Bancorp, Inc. and Subsidiary as of December 31, 1999 and the related consolidated statements of operations comprehensive income (loss), changes in stockholders' equity, and cash flows for the year then ended, which report appears in the Registration Statement on Form S-4 (registration No. 333-65582) of First Community Bancorp. We also consent to the reference to our Firm under the heading "Experts" in this Registration Statement.

/s/  MOSS ADAMS LLP

Los Angeles, California
July 11, 2002

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CONSENT OF INDEPENDENT ACCOUNTANTS – Ex 23.4

EX-23.5

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Exhibit 23.5

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference of our Independent Auditors' Report dated January 23, 2002 regarding the statements of financial condition of Pacific Western National Bank as of December 31, 2001 and 2000, and the related statements of income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2001, incorporated by reference in the Registration Statement on Form S-3 of First Community Bancorp (Registration No. 333-          ), filed with the Securities and Exchange Commission, and the reference to our firm as experts.

/s/  VAVRINEK, TRINE, DAY & CO., LLP

Laguna Hills, California
July 11, 2002

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CONSENT OF INDEPENDENT ACCOUNTANTS – Ex 23.5

EX-23.6

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Exhibit 23.6

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference of our Independent Auditors' Report dated January 15, 2002 regarding the consolidated balance sheets of W.H.E.C., Inc. and Subsidiary as of December 31, 2001 and 2000, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years then ended, incorporated by reference in the Registration Statement on Form S-3 of First Community Bancorp (Registration No. 333-          ), filed with the Securities and Exchange Commission, and the reference to our firm as experts.

/s/  VAVRINEK, TRINE, DAY & CO., LLP

Laguna Hills, California
July 11, 2002

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CONSENT OF INDEPENDENT ACCOUNTANTS – Ex 23.6