8-K

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:  January 8, 2004

(Date of earliest event reported)

First Regional Bancorp

(Exact name of registrant as specified in its charter)

California	000-10232	95-3582843
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1801 Century Park East, Suite 800

Los Angeles, California  90067

(Address of principal executive offices, including zip code)

(310) 552-1776

(Registrant’s telephone number, including area code)

Item 7.  Financial Statements, Pro Forma Information and Exhibits

(c)           Exhibits

99.1         Press Release of First Regional Bancorp, dated January 8, 2004

Item 12.  Results of Operations and Financial Condition.

First Regional Bancorp issued a press release on January 8, 2004 announcing its financial results for the year and quarter ended December 31, 2003.  The press release is furnished as Exhibit 99.1 and is hereby incorporated by reference in its entirety.  First Regional does not intend for this report to be incorporated by reference into filings under the Securities Exchange Act of 1934.

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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.

Dated:  January 12, 2004

FIRST REGIONAL BANCORP
By:	/s/ H. Anthony Gartshore
	H. Anthony Gartshore
	President

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Exhibit Index

99.1         Press Release of First Regional Bancorp, dated January 8, 2004

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EX-99.1

Exhibit 99.1

News Release

First Regional	1801 Century Park East	Jack A. Sweeney
Bancorp	Century City, California  90067	Board Chairman
	Telephone  (310) 552-1776	Chief Executive Officer
	Facsimile  (310) 552-1772

IMMEDIATE RELEASE

FIRST REGIONAL BANCORP REPORTS INCREASED EARNINGS FOR 2003 WITH
SUBSTANTIAL GROWTH IN ASSETS, DEPOSITS, AND NET LOANS

CENTURY CITY, CALIFORNIA, JANUARY 8, 2004- First Regional Bancorp (Nasdaq: FRGB) today announced record earnings for 2003, driven by a strong increase in lending activity.  Assets, deposits, and net loans all rose dramatically from the levels of a year ago.

For the twelve months ended December 31, 2003, net income was $4,615,000, or $1.59 per share (diluted), compared to $3,037,000, or $1.14 per share (diluted), for 2002.  In the fourth quarter, also ended December 31, 2003, net income was $1,346,000, or $0.45 per share (diluted), versus $920,000, or 34 cents per share (diluted), for the same three months of 2002.

Jack A. Sweeney, chairman and chief executive officer, said “2003 was a year of great achievement for First Regional Bancorp.  Total assets rose by 65% during the year, deposits rose 57%, and loans rose by 76% in 2003.  This balance sheet growth led First Regional to achieve record earnings in 2003.  Our net income of $4,615,000 represented a 52% increase over the results of the prior year.  Also contributing to our increased profitability were our regional offices and business units.  Each of these profit centers increased its contribution to First Regional’s success in 2003, and we anticipate further improvement in the future as these units continue to penetrate these respective markets.”

Mr. Sweeney continued:  “During the year, we established new regional offices in Hollywood and Westlake Village, enabling us to bring our proven business banking expertise to a broader base of business clients.  In order to keep pace with our strong asset growth, First Regional Bancorp further strengthened its capital base during 2003.  Early in the year, we obtained approximately $3 million of equity capital through a private placement of common stock, and in October we generated additional capital through the private placement of $15 million in convertible subordinated debentures.  In each case, the majority of the new capital was contributed to First Regional Bank to support its future growth.

Mr. Sweeney concluded:  “While 2003 was a most successful year for First Regional, we are optimistic that further improvement can be achieved in 2004 and beyond.  Of course, unforeseen events such as an economic slowdown or further interest rate reductions by the Federal Reserve could impact future results, but nonetheless we believe that First Regional’s future is bright.  We further believe that our proven business model characterized by strong asset quality, capital strength, and prudent reserves is the most effective way to deal with the inevitable economic uncertainties and to maximize shareholder value over time.”

First Regional Bancorp is a bank holding company headquartered in Century City.  Its subsidiary, First Regional Bank, specializes in providing businesses and professionals with the management expertise of a major bank and the personalized service of an independent.

(over)

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CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)

	(000’s omitted)
As of December 31	2003		2002
ASSETS:
Cash and due from banks	$	43,006	$	28,014
Investment securities	7,456		2,739
Funds sold	0		21,960
Federally guaranteed loans	9,398		16,260
Other loans, net	695,788		383,593
Premises and equipment	1,866		1,558
Other assets	15,725		13,130
Total assets	$	773,239	$	467,254
LIABILITIES AND CAPITAL:
Demand deposits	$	251,976	$	173,192
Savings deposits	33,072		24,207
Money market deposits	251,380		178,563
Time deposits	127,518		46,168
Total deposits	663,946		422,130
Funds purchased	0		161
Federal Home Loan Bank advances	42,000		0
Subordinated debentures	27,500		12,500
Other liabilities	4,761		4,633
Total liabilities	738,207		439,424
Stated capital	15,877		12,908
Retained earnings	19,155		14,921
Net unrealized gains (losses) on available for sale securities	0		1
Total capital	35,032		27,830
Total liabilities and capital	$	773,239	$	467,254
Book value per share outstanding	$	12.29	$	10.57
Total shares outstanding	2,850,736		2,633,996

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	(000’s omitted)
	Three Months Ended December 31				Twelve Months Ended December 31
	2003		2002		2003		2002
Interest and fees on loans	$	9,188	$	5,937	$	31,350	$	21,800
Interest on funds sold	46		151		237		484
Interest on securities	14		11		67		56
Revenue from earning assets	9,248		6,099		31,654		22,340
Interest on deposits	792		596		2,687		2,535
Interest on subordinated debentures	316		171		766		383
Interest on FHLB advances	22		0		59		0
Interest on funds purchased	2		1		8		8
Cost of funds	1,132		768		3,520		2,926
	8,116		5,331		28,134		19,414
Provision for loan losses	1,308		150		3,058		500
Net revenue from earning assets	6,808		5,181		25,076		18,914
Other revenue	1,433		1,010		4,696		3,544
Salaries and related benefits	3,659		2,971		13,781		10,831
Occupancy expense	419		343		1,490		1,318
Other operating expenses	1,862		1,655		6,636		5,487
Total operating expenses	5,940		4,969		21,907		17,636
Income before provision for taxes	2,301		1,222		7,865		4,822
Provision for income taxes	955		302		3,250		1,785
Net income	1,346		920		4,615		3,037

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	(000’s omitted)
	Three Months Ended December 31				Twelve Months Ended December 31
	2003		2002		2003		2002
Net income per share
Basic	$	0.47	$	0.35	$	1.65	$	1.15
Diluted	$	0.45	$	0.34	$	1.59	$	1.14
Average shares outstanding	2,848,757		2,632,017		2,790,980		2,630,312
Diluted average shares	3,006,014		2,674,584		2,901,349		2,662,086
RATIO ANALYSIS
Return on Average Equity (%)	16.11		13.78		14.66		11.52
Return on Average Assets (%)	0.76		0.80		0.78		0.75
Efficiency Ratio (%)	62.21		78.36		66.73		76.82
Assets per Employee ($000s)	4,925		3,513
Nonperforming Assets ($000s)	826		91
Reserve for Loan Losses ($000s)	7,800		5,500
Nonperforming Assets / Gross Loans (%)	0.12		0.02
Reserve for Loan Losses / Nonperforming Assets (%)	944.31		6043.96
Reserve for Loan Losses / Gross Loans (%)	1.09		1.36

“This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements, other than statements of historical fact, included herein may constitute forward-looking statements.  Although First Regional believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Important factors that could cause actual results to differ materially from First Regional’s expectations include fluctuations in interest rates, inflation, government regulations, and economic conditions and competition in the geographic and business areas in which First Regional conducts its operations”.

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