8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 8, 2008 (May 2, 2008)

1^ST CENTURY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-148302	26-1169687
(State or other jurisdiction of	Commission File Number	(IRS Employer
incorporation)	Identification No.)

1875 Century Park East, Suite 1400
Los Angeles, California 90067
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (310) 270-9500

(Former name or former address, if change since last report)

Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02               Results of Operations and Financial Condition.

                On May 2, 2008, 1^st Century Bancshares, Inc. (“Bancshares”), the holding company of 1^st Century Bank, N.A., announced in a letter to its shareholders certain summary financial information for the quarter ended March 31, 2008.  A copy of that letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

                The information in this Current Report on Form 8-K (including exhibit 99.1) is being furnished pursuant to Item 2.02 and Item 9.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  Furthermore, the information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be incorporated (or deemed incorporated) by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

                The letter furnished as Exhibit 99.1 to this Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions.  These forward-looking statements relate to Bancshares’ current expectations and are subject to the limitations and qualifications set forth in Bancshares’ other documents filed with the U.S. Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially form those projected in such forward-looking statements.

Item 9.01Financial Statements And Exhibits.

(a)           Not applicable

(b)           Not applicable

(c)           Not applicable

(d)           Exhibits

Exhibit 99.1

Letter to shareholders, dated May 2, 2008.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	1ST CENTURY BANCSHARES, INC.
Dated: May 8, 2008	By:	/s/ Jason P. DiNapoli
		Jason P. DiNapoli
		President and Chief Operating Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter to shareholders dated May 2, 2008.

4

EX-99.1

Exhibit 99.1

May 2, 2008

Dear Fellow Stockholder:

The Annual Meeting of Stockholders of 1^st Century Bancshares (the “Company”) is now scheduled for May 29, 2008.  As explained in the proxy materials that accompany this letter, this Annual Meeting will be particularly important because a self-styled hedge fund called Palisair Capital Partners, L.P., has said that it will try to elect its 28-year-old manager to your Board.  His nomination was considered and unanimously rejected by our Nominating Committee and the full Board of Directors, which found him unqualified to serve as a director.   You may be receiving proxy materials from Palisair, and it is very important that you DO NOT RETURN any Green proxy card you may receive.

Your Board of Directors strongly urges you to vote FOR your Board’s nominees, including our two proposed new directors, Eric George and Nadine Watt, on the enclosed WHITE proxy card in the envelope provided, or to follow the instructions on the card to cast your vote by telephone or via the Internet. Our nominees will continue the leadership that has seen us grow and succeed in our mission of becoming a preeminent bank serving high net worth individuals, professionals and closely held and family owned business.

We are proud of 1^st Century’s continued strong fundamental performance, especially in what has been an extraordinarily difficult period for the banking industry:

	At or for the years ended December 31						At or for the three months ended
(in thousands, except per share and share data)	2004		2005		2006	2007	March 31, 2008
Total assets	$86,147		$161,635		$200,752	$223,855	$258,655
Loans, net (1)	33,197		84,988		126,312	169,864	174,568
Total deposits	64,015		107,090		145,087	161,193	192,936
Total stockholders’ equity	21,563		53,116		54,109	58,612	59,317
Income (loss) before income taxes	(2,820	)	(2,218	)	145	792	350
Tangible book value per share (2)	$4.12		$5.47		$5.53	$5.91	$5.98

(1)Total gross loans less allowance for loan losses and net unearned fee income.

(2)Adjusted for 2-for-1 stock split that occurred on February 28, 2005.

We are dedicated to creating long-term value for all 1^st Century stockholders, and urge you to vote to elect your Board’s nominees.  Your vote is important, no matter how many or how few shares you may own.  Please vote TODAY by telephone, via the Internet, or by signing, dating and returning the enclosed WHITE proxy card in the envelope provided.

Very truly yours,

Alan I. Rothenberg	Jason P. DiNapoli
Chairman of the Board &	President, Chief Operating Officer
Chief Executive Officer	& Corporate Secretary

REMEMBER:

You can vote your shares by telephone, or via the Internet.
Please follow the easy instructions on the enclosed proxy card.

If you have any questions, or need assistance in voting
your shares, please call our proxy solicitor,

INNISFREE M&A INCORPORATED
Shareholders call Toll-Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833