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:  April 7, 2005

(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)

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

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

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

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

oPre-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.

(a)First Regional Bancorp issued a press release on April 7, 2005 announcing its financial results for the quarter ended March 31, 2005.  The press release is furnished as Exhibit 99 and is hereby incorporated by reference in its entirety.  First Regional does not intend for this Item 2.02 or Exhibit 99 to be incorporated by reference into filings under the Securities Exchange Act of 1934.

Item 9.01  Financial Statements and Exhibits.

(c)Exhibits

99Press Release of First Regional Bancorp, dated April 7, 2005

2

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:  April 11, 2005
	FIRST REGIONAL BANCORP
	By:	/s/ Thomas E. McCullough
		Thomas E. McCullough
		Corporate Secretary

3

Exhibit Index

99Press Release of First Regional Bancorp, dated April 7, 2005

4

EX-99

Exhibit 99

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 REPORTS MAJOR FIRST QUARTER INCREASES

•First quarter net income increases 215% from the comparable 2004 quarter

•Total assets register a 59% increase to a new high

•Total deposits advance by 51%

•Net loans rise by 56%

CENTURY CITY, CALIFORNIA, APRIL 7, 2005 – First Regional Bancorp (Nasdaq: FRGB) posted major increases in operating results during the first quarter of 2005.

For the three months ended March 31, 2005, First Regional’s net income totaled $5,242,000 or $1.12 per share (diluted) compared to $1,662,000 or $0.50 per share (diluted) for the corresponding quarter a year ago.  Total assets rose to $1,366,564,000 at March 31, 2005 from $857,797,000 on the same date in 2004.  Over the same period, deposits grew to $1,099,046,000 from $728,502,000, while net loans advanced to $1,237,975,000 from $791,629,000.

In commenting on the results, Jack A. Sweeney, chairman and chief executive officer, said:  “First Regional’s first quarter results represent an excellent start to the new year.  Our first quarter net income more than tripled from that of the same period in 2004.The efforts of the entire First Regional team allowed us to maintain our exceptional growth in all areas of our operations during the first quarter.

“First Regional has continued to benefit from the growing strength of the California economy, and we have profited by continuously improving our operational efficiency and economies of scale.  In addition, the actions of the Federal Reserve Board to gradually increase interest rates over the past several months have had a positive effect on First Regional’s operating margins.

“While the immediate situation appears stable, as always there remains a great deal of uncertainty regarding future economic conditions.  Fortunately, we believe First Regional is well equipped to deal with any challenges which may emerge.  We will continue to implement our proven business plan, and prudently pursue the expansion of our client base, which has been the foundation of our current success.

First Regional Bancorp is a bank holding company headquartered in Century City, California.  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)

1

CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)

	(000’s omitted)
As of March 31	2005			2004
ASSETS:
Cash and due from banks	$	61,184		$	39,327
Investment securities	18,328			4,870
Funds sold	12,450			0
Federally guaranteed loans	5,464			8,642
Other loans, net	1,232,511			782,987
Premises and equipment	3,632			1,965
Other real estate owned	0			0
Other assets	32,995			20,006
Total assets	$	1,366,564		$	857,797
LIABILITIES AND CAPITAL:
Demand deposits	$	428,534		$	254,515
Savings deposits	35,513			35,608
Money market deposits	463,816			295,391
Time deposits	171,183			142,988
Total deposits	1,099,046			728,502
Funds purchased	0			0
Federal Home Loan Bank advances	130,000			32,500
Subordinated debentures	41,238			35,619
Other liabilities	13,222			8,227
Total liabilities	1,283,506			804,848
Stated capital	47,809			32,343
Retained earnings	35,251			20,606
Net unrealized gains (losses) on available-for-sale securities	(2		)	0
Total capital	83,058			52,949
Total liabilities and capital	$	1,366,564		$	857,797
Book value per share outstanding	$	20.72		$	15.44
Total shares outstanding	4,008,339			3,429,559

2

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	(000’s omitted)
	Three Months Ended
	March 31
	2005		2004
Interest and fees on loans	$	20,454	$	10,663
Interest on funds sold	102		33
Interest on securities	37		16
Revenue from earning assets	20,593		10,712
Interest on deposits	2,231		992
Interest on subordinated debentures	525		375
Interest on FHLB advances	694		145
Interest on funds purchased	0		1
Cost of funds	3,450		1,513
	17,143		9,199
Provision for loan losses	1,200		887
Net revenue from earning assets	15,943		8,312
Other revenue	1,481		1,319
Salaries and related benefits	5,317		4,534
Occupancy expense	796		425
Other operating expenses	2,209		1,882
Total operating expenses	8,322		6,841
Income before provision for taxes	9,102		2,790
Provision for income taxes	3,860		1,128
Net income	5,242		$	1,662

3

	(000’s omitted)
	Three Months Ended
	March 31
	2005		2004
Net income per share
Basic	$	1.31	$	0.59
Diluted	$	1.12	$	0.50
Average shares outstanding	4,001,010		2,828,975
Diluted average shares	4,666,451		3,573,958
Average Equity	$	80,528	$	37,170
Average Assets	$	1,283,563	$	819,845
Return on Average Equity (%)	26.40		17.93
Return on Average Assets (%)	1.66		0.81
Efficiency Ratio (%)	44.68		65.04
Number of Employees	188		166
Assets per Employee (000s)	$	7,269	$	5,167
CREDIT QUALITY
Beginning Reserve for Loan Losses (000s)	$	11,825	$	7,660
Loan Loss Provisions	1,200		887
Loan Recoveries	130		113
Loan Chargeoffs	0		0
Net Change in Allowance for Unfunded Loan Commitments	200		-1
Ending Reserve for Loan Losses (000s)	$	13,355	$	8,659
Nonperforming Assets (000s)	$	603	$	651
Nonperforming Assets / Gross Loans (%)	0.05		0.08
Reserve for Loan Losses / Nonperforming Assets (%)	2214.76		1330.11
Reserve for Loan Losses / Gross Loans (%)	1.07		1.08

4

	(000’s Omitted) For the Three Months Ended March 31,
	2005					2004
	Average				Average	Average				Average
	Balance		Interest		Yield/Cost (%)	Balance		Interest		Yield/Cost (%)
Gross Loans	$	1,181,306	$	20,454	7.02	$	746,457	$	10,663	5.73
Funds Sold	17,572		102		2.35	13,898		33		0.95
Investment Securities	7,671		37		1.96	6,580		16		0.98
Total Earning Assets	$	1,206,549	$	20,593	6.92	$	766,935	$	10,712	5.66
Deposits	$	1,044,486	$	2,231	0.87	$	694,903	$	992	0.57
Federal Home Loan Bank Advances	111,821		694		2.52	53,489		145		1.09
Subordinated Debentures	41,238		525		5.16	29,204		375		5.15
Funds Purchased	91		0		0.00	397		1		1.01
Total Bearing Liabilities	$	1,197,636	$	3,450	1.17	$	777,993	$	1,513	0.79
Net Interest Spread (1)					5.75					4.88
Net Interest Margin (2)					5.70					4.81

(1) Net interest spread represents the average yield earned on Earning Assets less the average cost of Bearing Liabilities.

(2) Net interest margin represents Net Interest Income divided by average Earning Assets.

5

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.

6