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:  July 18, 2006

(Date of earliest event reported)

First Regional Bancorp

(Exact name of registrant as specified in its charter)

California	000-10232	95-3582843
(State of	(Commission File Number)	(IRS Employer
incorporation)		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:

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

(a)  First Regional Bancorp issued a press release on July 18, 2006 announcing its financial results for the quarter ended June 30, 2006.  The press release is furnished as Exhibit 99.1 and is hereby incorporated by reference in its entirety.

Item 7.01 Regulation FD Disclosure.

First Regional’s earnings during the second quarter of 2006 included two non-recurring gains totaling $443,000. This amount included a gain of $268,000 resulting from the redemption by MasterCard Worldwide of a portion of its Class B common stock.  First Regional had earlier acquired the stock pursuant to MasterCard Worldwide’s reorganization of its membership interests into classes of common stock.  The amount also included a $175,000 gain recognized by First Regional Bank’s Merchant Services division in connection with the sale of a small portfolio of credit card merchant accounts.

The following is a schedule of new loans booked (not including loan renewals) by First Regional’s subsidiary, First Regional Bank, during each month of the first half of 2006:

Month	New Loans Booked (000’s omitted)
January	$	91,784
February	116,550
March	132,926
First Quarter Total	$	341,260
April	$	84,667
May	120,392
June	134,887
Second Quarter Total	$	339,946

The following is a schedule describing the primary components of First Regional Bank’s loan portfolio as of March 31 and June 30, 2006:

	Disbursed Balance As of March 31, 2006 (000’s omitted)		Percentage of Total		Disbursed Balance As of June 30, 2006 (000’s omitted)		Percentage of Total
Commercial Real Estate Loans
Construction Loans	$	277,360	15.3	%	$	303,492	16.7	%
Mini-Perm Loans	308,279		17.0	%	266,735		14.7	%
Bridge Loans	1,040,592		57.3	%	1,035,804		57.1	%
Other	27,515		1.5	%	28,455		1.6	%
	1,653,746		91.1	%	1,634,486		90.1	%
Commercial Non-Real Estate Secured Loans	$	161,228	8.9	%	$	178,939	9.9	%
Total	$	1,814,974	100	%	$	1,813,425	100	%

Item 8.01  Other Events.

On July 20, 2006, First Regional Bancorp announced that it had declared a 3-for-1 stock split.  As a result of the stock split, First Regional shareholders will receive two additional shares for every share held at the close of business on the record date of July 31, 2006.  The additional shares will be mailed or delivered on or about August 21, 2006 by First Regional’s transfer agent, Mellon Investor Services.

First Regional currently has approximately 4.1 million shares outstanding, which will increase to approximately 12.3 million after the stock split.  In connection with the stock split, the authorized number of shares will likewise be increased from 50 million to 150 million shares.  A press release announcing the stock split is included as Exhibit 99.2 hereto.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

99.1Press Release of First Regional Bancorp, dated July 18, 2006, announcing financial results for the quarter ended June 30, 2006

99.2Press Release of First Regional Bancorp, dated July 20, 2006, announcing 3-for-1 stock split

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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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:  July 20, 2006

FIRST REGIONAL BANCORP
By:	/s/ THOMAS E. MCCULLOUGH
	Thomas E. McCullough
	Corporate Secretary

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Exhibit Index

99.1Press Release of First Regional Bancorp, dated July 18, 2006, announcing financial results for the quarter ended June 30, 2006

99.2Press Release of First Regional Bancorp, dated July 20, 2006, announcing 3-for-1 stock split

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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 POSTS SUBSTANTIAL GROWTH TO NEW HIGHS IN
SECOND QUARTER AND FIRST HALF FINANCIAL RESULTS

Quarterly Highlights Include:

·Second quarter net income highest quarterly profit in history

·First half net income advances 56% over same period in 2005

·Total assets climb 38% to their highest level ever

·Total deposits rise 27% to all time high

·Net loans increase 32% to a new record

CENTURY CITY, Calif. (July 18, 2006)—First Regional Bancorp (Nasdaq Global Market: FRGB) today reported continued profitable growth in the second quarter ended June 30, 2006, with net income for the quarter surging more than 50% for the company’s best quarterly earnings performance in history.

For the three months ended June 30, 2006, net income totaled $9.6 million, up from $6.4 million in the corresponding quarter of 2005, and easily surpassed the previous all-time profit record achieved in this year’s first quarter.  Diluted earnings per share advanced to $2.22, an increase of 49% from the $1.49 per diluted share recorded in the year-earlier period. Net income for the first half of 2006 rose 56% to $18.1 million from $11.6 million in the prior year, while earnings per diluted share advanced 54% to $4.18 from $2.72 in the first six months of 2005.

Jack A. Sweeney, Chairman and Chief Executive Officer, stated:  “First Regional’s continued outstanding performance is truly gratifying. We are successfully managing a period of sustained growth without parallel in our 27-year history. Quarterly earnings once again exceeded those of the corresponding prior year period, marking a period of exceptional consistency.  Moreover, earnings have again risen on a sequential basis from the preceding quarter, and set new quarterly earnings high marks for our company.  Fueling our progress in the most recent quarter, assets at June 30, 2006 rose 38% to a record $1.999 billion from $1.452 billion a year ago, while deposits grew 27% to $1.537 billion from $1.211 billion in 2005.  Net loans climbed 32% to $1.755 billion from $1.328 billion.”

Mr. Sweeney continued:  “First Regional’s strong second quarter results reflected our continued successful implementation of the solid strategic plan that has served us well.  We are adding quality earning assets at a steady pace.  Average earning assets grew to $1.824 billion from $1.319 billion at this point last year, while our average yield on those assets was 8.76%, in the second quarter of 2006 compared with 7.38% a year ago.  Second-quarter revenues from earnings assets grew 64%, to $39.8 million from $24.3 million in the prior year.  We also continue to work diligently to keep operating costs in check while increasing our operating efficiency.  In key measures of

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productivity, assets per employee were 13 percent higher than one year ago, and our efficiency ratio improved to 37.60% in the second quarter from 40.90% in the same period a year earlier.

“We have benefited from the strength and resiliency of the Southern California economy, and from the Federal Reserve’s current policy of raising interest rates, which has resulted in increased interest income for First Regional.  However, we are mindful of the challenges in the current situation, including pressure on our interest costs due to rising rates and the possible softening of the industries we serve.  Moreover, no one can predict the impact of national and global challenges, such as soaring fuel prices and a troubling international scene.   Therefore we continue our traditional conservative posture with respect to growth, placing prime emphasis on asset quality.  At June 30, 2006, nonperforming assets amounted to only $62,000, enabling us to moderate our loan loss provisions while maintaining our loan loss reserves at levels that we regard as conservative and ample.  Such reserves amounted to $20.3 million at the close of the quarter.”

Mr. Sweeney concluded:  “We have growing financial strength, a proven and flexible business plan, and the experienced and talented managers and employees required to execute it effectively.  Through our successful financings and the retention of earnings, we have expanded total capital to $125.5 million at June 30, 2006, a 40% increase from $89.7 million a year ago.  We believe that First Regional is solidly positioned for further success, and we will continue to carefully manage our business in order to further maximize long-term values for our shareholders.”

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.

# # #

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CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)

	(000’s omitted)
As of June 30	2006			2005
ASSETS:
Cash and due from banks	$	167,224		$	63,006
Federal funds sold	0			0
Cash and cash equivalents	167,224			63,006
Investment securities	17,646			18,560
Federal Home Loan Bank stock - at cost	12,581			9,017
Federally guaranteed loans	6,174			4,651
Other loans, net	1,754,757			1,327,935
Premises and equipment - net	3,821			3,674
Other real estate owned	0			0
Accrued interest receivable and other assets	37,741			25,211
Total assets	$	1,999,944		$	1,452,054
LIABILITIES AND CAPITAL:
Demand deposits	$	482,458		$	420,282
Savings deposits	50,160			38,817
Money market deposits	816,585			581,584
Time deposits	188,170			170,129
Total deposits	1,537,373			1,210,812
Funds purchased	0			0
Federal Home Loan Bank advances	230,000			100,000
Subordinated debentures	92,785			41,238
Accrued interest payable and other liabilities	14,317			10,261
Total liabilities	1,874,475			1,362,311
Stated capital	50,974			48,108
Retained earnings	74,611			41,626
Net unrealized gains (losses) on available-for-sale securities	(116		)	9
Total capital	125,469			89,743
Total liabilities and capital	$	1,999,944		$	1,452,054
Book value per share outstanding	$	30.94		$	22.32
Total shares outstanding	4,055,390			4,020,146

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	(000’s omitted)				(000’s omitted)
	Three Months Ended				Six Months Ended
	June 30				June 30
	2006		2005		2006		2005
Interest on loans	$	39,669	$	24,130	$	76,176	$	44,584
Interest on federal funds sold	43		27		75		129
Interest on investment securities	129		114		197		151
Total interest income	39,841		24,271		76,448		44,864
Interest on deposits	8,839		2,927		16,212		5,158
Interest on subordinated debentures	1,641		595		2,684		1,120
Interest on FHLB advances	2,459		1,022		4,895		1,716
Interest on other borrowings	1		1		4		1
Total interest expense	12,940		4,545		23,795		7,995
Net interest income	26,901		19,726		52,653		36,869
Provision for loan losses	1,500		1,500		3,891		2,700
Net interest income after provision for loan losses	25,401		18,226		48,762		34,169
Other operating income	2,498		1,575		4,450		3,056
	.		.
Salaries and related benefits	6,983		5,573		13,779		10,890
Occupancy expenses	682		598		1,304		1,394
Other expenses	3,389		2,542		6,372		4,751
Total other operating expenses	11,054		8,713		21,455		17,035
Income before provision for income taxes	16,845		11,088		31,757		20,190
Provision for income taxes	7,252		4,713		13,680		8,573
Net income	$	9,593	$	6,375	$	18,077	$	11,617

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	(000’s omitted)						(000’s omitted)
	Three Months Ended						Six Months Ended
	June 30						June 30
	2006			2005			2006			2005
Net income per share
Basic	$	2.37		$	1.59		$	4.47		$	2.90
Diluted	$	2.22		$	1.49		$	4.18		$	2.72
Average shares outstanding	4,052,311			4,015,855			4,047,018			4,008,446
Diluted average shares	4,331,094			4,285,387			4,322,628			4,277,036
Average equity	$	119,992		$	86,723		$	115,267		$	83,517
Average assets	$	1,926,284		$	1,398,707		$	1,897,332		$	1,341,453
Return on average equity (%)	32.07			29.48			31.63			28.05
Return on average assets (%)	2.00			1.83			1.92			1.75
Efficiency ratio (%)	37.60			40.90			37.57			42.67
Number of employees	243			199
Assets per employee (000s)	$	8,230		$	7,297
CREDIT QUALITY
Beginning reserve for loan losses (000s)	$	18,975		$	13,355		$	17,577		$	11,825
Loan loss provisions	1,500			1,500			3,891			2,700
Loan recoveries	0			0			0			130
Loan chargeoffs	0			35			941			35
Net change in allowance for unfunded loan commitments	(162		)	(3		)	(214		)	197
Ending reserve for loan losses (000s)	$	20,313		$	14,817		$	20,313		$	14,817
Nonperforming assets (000s)	$	62		$	853
Nonperforming assets / gross loans (%)	0.00			0.06
Reserve for loan losses / nonperforming assets (%)	32762.90			1737.05
Reserve for loan losses / gross loans (%)	1.14			1.10

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	(000s omitted)
	For the Three Months Ended June 30,
	2006					2005
	Average				Average	Average				Average
	Balance		Interest		Yield/Cost (%)	Balance		Interest		Yield/Cost (%)
Gross loans	$	1,806,214	$	39,669	8.81	$	1,297,410	$	24,130	7.46
Funds sold	3,620		43		4.76	3,561		27		3.04
Investment securities	13,762		129		3.76	18,390		114		2.49
Total earning assets	$	1,823,596	$	39,841	8.76	$	1,319,361	$	24,271	7.38
Deposits	$	1,507,316	$	8,839	2.35	$	1,128,476	$	2,927	1.04
Federal Home Loan Bank advances	197,341		2,459		5.00	135,275		1,022		3.03
Subordinated debentures	92,785		1,641		7.09	41,238		595		5.79
Funds purchased	99		1		4.05	272		1		1.47
Total bearing liabilities	$	1,797,541	$	12,940	2.89	$	1,305,261	$	4,545	1.40
Net interest spread (1)					5.88					5.98
Net interest margin (2)					5.92					5.93

(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.

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	(000s omitted)
	For the Six Months Ended June 30,
	2006					2005
	Average				Average	Average				Average
	Balance		Interest		Yield/Cost (%)	Balance		Interest		Yield/Cost (%)
Gross Loans	$	1,780,873	$	76,176	8.63	$	1,243,090	$	44,584	7.23
Funds Sold	3,483		75		4.34	10,528		129		2.47
Investment Securities	11,367		197		3.49	13,060		151		2.33
Total Earning Assets	$	1,795,723	$	76,448	8.59	$	1,266,678	$	44,864	7.14
Deposits	$	1,486,307	$	16,212	2.20	$	1,086,713	$	5,158	0.96
Federal Home Loan Bank Advances	207,746		4,895		4.75	123,612		1,716		2.80
Subordinated Debentures	77,577		2,684		6.98	41,238		1,120		5.48
Other Borrowings	90		4		8.96	182		1		1.11
Total Bearing Liabilities	$	1,771,720	$	23,795	2.71	$	1,251,745	$	7,995	1.29
Net Interest Spread (1)					5.88					5.85
Net Interest Margin (2)					5.91					5.87

(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.

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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EX-99.2

Exhibit 99.2

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 ANNOUNCES 3-FOR-1 STOCK SPLIT

CENTURY CITY, Calif. (July 20, 2006)—First Regional Bancorp (Nasdaq Global Market: FRBG) today declared a 3-for-1 stock split. Shareholders will receive two additional shares for every share held at the close of business on the record date of July 31, 2006. The additional shares will be mailed or delivered on or about August 21, 2006 by First Regional’s transfer agent, Mellon Investor Services.

First Regional currently has approximately 4.1 million shares outstanding, which will increase to approximately 12.3 million after the stock split. In connection with the stock split, the authorized number of shares will likewise be increased from 50 million to 150 million shares.

Jack A. Sweeney, Chairman and Chief Executive Officer, noted, “First Regional recently announced record earnings of $9.6 million, or $2.22 per diluted share, for the three months ended June 30, 2006. The strength of our second quarter earnings, which represents a 49% increase over the results from the same period in 2005, is a direct result of the continued strength of our prudent lending and deposit gathering efforts, as well as the continued contributions of our Trust and Investment Division, Merchant Services and Trust Administration Services business units.”

Mr. Sweeney continued, “We are pleased to see the market recognize our performance by causing the stock to trade over $100 for the first time in our history, which occurred yesterday, July 19, 2006. The closing sales price of $99.50 on the same day represents a gain of more than 300% over the past three years.”

Mr. Sweeney further noted, “The stock split, which had been suggested by a number of our shareholders over the past two years, is expected to bring our stock into a range we believe will be desirable to a wider range of investors. We believe this action will help to increase our stock’s liquidity, which ultimately should help to further increase shareholder value.”

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.

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.