FORM 10-Q/A

(AMENDMENT NO. 1)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

Quarter Ended March 31, 2003

Commission File Number 0-10232

FIRST REGIONAL BANCORP

(Exact name of registrant as specified in its charter)

California		95-3582843
State or other jurisdiction of incorporation or organization	IRS Employer Identification Number

1801 Century Park East, Los Angeles, California		90067
Address of principal executive offices	Zip Code

(310) 552-1776
Registrant’s telephone number, including area code

Not applicable
Former name, former address, and former fiscal year, if changed since last report

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 ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding in each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, No Par Value		2,925,930
Class		Outstanding on August 8, 2003

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A is being filed to supplement the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2003 by adding certain information relating to the Company’s private placement of common stock during the period. While the number of shares issued and proceeds are disclosed under Part I, Item 2 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”), no disclosure was provided under Part II, Item 2 (“Changes in Securities and Use of Proceeds”), which disclosure is provided herein.

PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2003, the Company sold 236,510 shares of the Company’s common stock, no par value, all of which shares were sold to accredited investors. Such sales were completed as of March 31, 2003. The shares sold were not registered under the Securities Act in reliance on an exemption provided pursuant to Regulation D under the Securities Act. The sale was underwritten by Stern Fisher Edwards Inc, the Vice Chairman of which is Fred Edwards, a director of the Company. The aggregate offering price for the 236,510 shares was $2,956,375 and the aggregate underwriting discount was $118,255, representing four percent (4%) of the aggregate offering price. Proceeds from the issuance were invested in the Company’s subsidiary, First Regional Bank, for general corporate purposes and to promote future growth.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits:

Exhibit Number		Description

31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

31.2		Certification of the Chief Operating Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

31.3		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

32.1		Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

32.2		Certification of the Chief Operating Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

32.3		Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

Reports on Form 8-K

No reports on Form 8-K were filed during the first quarter of 2003.

SIGNATURES

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 thereunto duly authorized.

	FIRST REGIONAL BANCORP


Date: August 8, 2003
		By:	/s/ Jack A. Sweeney
		Jack A. Sweeney, Chairman of the Board and Chief Executive Officer


Date: August 8, 2003
		By:	/s/ Thomas McCullough
		Thomas McCullough, Chief Operating Officer


Date: August 8, 2003
		By:	/s/ Elizabeth Thompson
		Elizabeth Thompson, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description

31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

31.2		Certification of the Chief Operating Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

31.3		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

32.1		Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

32.2		Certification of the Chief Operating Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

32.3		Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act