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 29, 2008 (May 27, 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 8.01Other Events

On May 27, 2008, 1st Century Bancshares, Inc. (the “Company”) issued a press release regarding two proxy advisory firms’ recommendations with respect to the proposals to be voted on at the Company’s Annual Meeting of Shareholders. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits

Exhibit 99.1

Press release dated May 27, 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 29, 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	Press release dated May 27, 2008.

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EX-99.1

Exhibit 99.1

Contact Information:

Alan I. Rothenberg	Angie Yang/Eileen Rauchberg
Chairman/Chief Executive Officer	PondelWilkinson Inc.
Phone (310) 270-9501	Corporate and Investor Relations
	Phone: (310) 279-5980
Jason P. DiNapoli
President/Chief Operating Officer
Phone: (310) 270-9505

LEADING PROXY ADVISORY FIRMS REJECT DISSIDENT NOMINEE TO

1^st CENTURY BANCSHARES BOARD

Los Angeles, CA – May 27, 2008 - 1^st Century Bancshares, Inc. (OTCBB:FCTY), the holding company of 1^st Century Bank, N.A., today announced that two leading independent proxy advisory firms—RiskMetrics Group (formerly Institutional Shareholder Services) and Glass Lewis & Co.—have rejected a bid by a dissident shareholder.

Noting that “Mr. Cohen has neither banking experience nor public company board experience,” RiskMetrics said it was “not convinced that the dissident would enhance the level of discussion in the boardroom.”  It also noted that “several of Palisair’s allegations, particularly those involving the company’s culture and investor dissatisfaction, have not been substantiated.”

Glass Lewis noted that under 1^st Century’s current board and management leadership, “the Company appears to have performed in line with (or better than) its peers in many respects,” and concluded, “We see no reason to believe that the election of the dissident nominee would provide more meaningful returns to shareholders than management’s current strategy.”

Commenting on both recommendations, Alan Rothenberg, 1^st Century’s Chairman of the Board and Chief Executive Officer, said, “We believe that the recommendations of both RiskMetrics and Glass Lewis are in line with our efforts to promote steady and prudent growth and to build long-term shareholder value.”

The Company’s annual shareholder meeting is scheduled for Thursday, May 29, 2008 at 5:00 p.m., located at 1875 Century Park East, Suite 100, in Los Angeles, CA.

(more)

About 1^st Century Bancshares, Inc.

1^st Century Bancshares, Inc. is the bank holding company of 1^st Century Bank, N.A., a full service commercial bank headquartered in the Century City area of Los Angeles.  The Bank’s primary focus is relationship banking to family owned and closely held small and middle market businesses, professional service firms and high net worth individuals, real estate investors, medical professionals, and entrepreneurs.  Additional information is available at www.1stcenturybank.com.

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