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 30, 2009

(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 2.02Results of Operations and Financial Condition.

(a)First Regional Bancorp issued a press release on April 30, 2009 announcing its financial results for the quarter ended March 31, 2009.  The press release is furnished as Exhibit 99 and is hereby incorporated by reference in its entirety.

Item 7.01Regulation FD Disclosure.

Executive management of First Regional Bancorp has provided the following information in response to questions received from securities analysts and others.

First Regional has stated that it meets all financial ratio requirements for “Well Capitalized” status.  What are those standards, and how do First Regional’s capital ratios compare to the standards?

Under the Prompt Corrective Action program, banking regulators have established different levels of capital adequacy based on the capital ratios of financial institutions.  The highest capital level under this program is “Well Capitalized.”  As First Regional has no material intangible assets, all of First Regional’s equity capital, and its equity capital ratios, are tangible.  The computation of the March 31, 2009 capital ratios of First Regional Bancorp and its subsidiary, First Regional Bank, along with the Well Capitalized ratio standards are as follows:

		Well		First		First
		Capitalized		Regional		Regional
		Standard		Bancorp		Bank
	Equity Capital			147,380,000		239,624,000
	Less: Unrealized Gains			-628,000		-628,000
	Plus: Trust Preferred Securities Qualifying as Tier I Capital			48,917,000		0
Line 1	Tier I Capital			195,669,000		238,996,000
	Plus: Trust Preferred Securities Qualifying as Tier II Capital			48,583,000		0
	Plus: Portion of Loan Loss Reserve Qualifying as Tier II Capital			30,784,000		30,770,000
Line 2	Total Capital			275,036,000		269,766,000
Line 3	Average Total Assets			2,470,065,000		2,490,199,000
Line 4	Average Risk-weighted Assets			2,425,003,000		2,423,083,000
	Tier I Leverage Ratio (Line 1 / Line 3)	5.00	%	7.92	%	9.60	%
	Tier I Capital Ratio (Line 1 / Line 4)	6.00	%	8.07	%	9.86	%
	Total Capital Ratio (Line 2 / Line 4)	10.00	%	11.34	%	11.13	%

2

First Regional has reported its total “non-performing assets” and loans past due 30 to 89 days.  Can you provide an update on the composition and status of these items?

Per banking industry convention, non-performing assets consist of loans past due 90 or more days and still accruing interest, loans on non-accrual status, and other real estate owned (“OREO”).  As of March 31, 2009 First Regional’s non-performing assets were as follows:

Amount	Status	Asset Type	Collateral
3,734,400		OREO	105 acres of residential land in Homeland (Riverside County), California
5,290,400		OREO	18 acres of residential land in Menifee (Riverside County), California
3,445,000	Nonaccrual	Land Loan	Residential land (for 34 units) in Glendale (Los Angeles County), California
20,744,204		OREO	Condominium project in Spring Valley (San Diego County) California
3,930,467	Nonaccrual	Construction Loan	Luxury residence in Tarzana (Los Angeles County) California
3,050,000		OREO	23 acres of residential land in Silverdale (Kitsap County), Washington
3,647,800		OREO	Apartment building in El Cajon (San Diego County), California
1,990,000	Nonaccrual	Loan to Individual	Unsecured
3,118,500	Nonaccrual	Construction Loan	Condominium project in Bakersfield (Kern County), California
832,780	Nonaccrual	CRE Loan	Retail center in Phoenix (Maricopa County), Arizona
1,006,877	Nonaccrual	CRE Loan	Retail center in Chandler (Maricopa County), Arizona
1,036,765	Nonaccrual	CRE Loan	Retail center in Chandler (Maricopa County), Arizona
1,016,190	Nonaccrual	CRE Loan	Retail center in Mesa (Maricopa County), Arizona
16,575,000	Nonaccrual	Land Loan	9 acres of residential land in Palos Verdes (Los Angeles County), California
1,500,000	Nonaccrual	Loan to Company	Unsecured
1,741,265	Nonaccrual	Land Loan	11.62 acres of residential land in San Bernardino (San Bernardino County), California
845,000	Nonaccrual	Land Loan	1.95 acres of residential land in Corona (Riverside County), California
1,100,000	Nonaccrual	CRE Loan	13.74 Acres of industrial land in Bellingham (Whatcom County), Washington
1,968,037	Nonaccrual	Loan to Individual	Unsecured
1,609,617	Nonaccrual	Loan to Company	Unsecured
1,284,636	Nonaccrual	CRE Loan	110,000 s.f. warehouse in Bellingham (Whatcom County), Washington
23,599,400	Nonaccrual	Construction Loan	Apartment building in Carpenteria (Santa Barbara County), California
2,233,572	Nonaccrual	Construction Loan	3 single family residences in Carpenteria (Santa Barbara County), California
898,363	Nonaccrual	CRE Loan	Retail center in Phoenix (Maricopa County), Arizona
9,180,000	Nonaccrual	CRE Loan	29 Acre Commercial Property in Murray (Salt Lake County), Utah

3

2,125,000	Nonaccrual	Land Loan	18,000 s.f. of residential land in Sherman Oaks (Los Angeles County), California
14,282,842	Nonaccrual	Construction Loan	Condominium Project in Sparks (Washoe County), Nevada
12,442,772	Nonaccrual	Construction Loan	Condominium project in Oceanside (San Diego County), California
2,377,750	Nonaccrual	Construction Loan	Luxury residence in Palm Springs (Riverside County), California
1,642,000	Nonaccrual	Land Loan	16,000 s.f. of residential land in Santa Monica (Los Angeles County), California
9,375,000	Nonaccrual	Land Loan	100,000 s.f. of residential land in Valley Village (Los Angeles County), California
7,068,259	Nonaccrual	Land Loan	62,000 s.f. of residential land in Valley Village (Los Angeles County), California
800,000	Nonaccrual	Land Loan	4.76 acres of residential land in Sunland (Los Angeles County), California
2,898,600	Nonaccrual	Land Loan	5.5 acres of residential land in Henderson (Clark County), California
3,450,000	Nonaccrual	Land Loan	29,000 s.f. of residential land in North Hollywood (Los Angeles County), California
4,852,852	Nonaccrual	Land Development	24 acres of commercial and residential land in Ontario (San Bernardino County), California
4,165,924	Nonaccrual	Construction Loan	22 unit condominium project in Los Angeles (Los Angeles County), California
735,000	Nonaccrual	Land Loan	30,000 s.f. residential land in Thousand Oaks, (Ventura County), California
8,521,286	Nonaccrual	Construction Loan	26 Unit condominium project in Sherman Oaks (Los Angeles County), California
528,124	Nonaccrual	Loan to Individual	Unsecured
9,193,419	Nonaccrual	CRE Loan	180 Unit Apartment in North Hollywood (Los Angeles County), California
33,725	Nonaccrual	CRE Loan	98 Unit Apartment in Las Vegas (Clark County), Nevada
530,225	Nonaccrual	CRE Loan	98 Unit Apartment in Las Vegas (Clark County), Nevada
1,217,250	Nonaccrual	Land Loan	6 Unit Apartment in Valley Village (Los Angeles County), California
1,217,250	Nonaccrual	Land Loan	6 Unit Apartment in Valley Village (Los Angeles County), California
1,217,250	Nonaccrual	Land Loan	6 Unit Apartment in Valley Village (Los Angeles County), California
1,565,000	Nonaccrual	Land Loan	14,000 s.f. of residential land in Los Angeles (Los Angeles County), California
1,086,950	Nonaccrual	CRE Loan	128 Unit Apartment in Daphne (Baldwin County), Alabama
3,508,093	Nonaccrual	CRE Loan	Restaurant in Summerland (Santa Barbara County), California
24,220,912	Nonaccrual	Loan to Company	Unsecured
8,512,500	Nonaccrual	Land Loan	82,000 s.f. of residential land in Valley Village (Los Angeles County), California
3,562,024	Nonaccrual	Land Loan	29,000 s.f. of residential land in Valley Village (Los Angeles County), California
14,476,201	90+ days past due	Construction Loan	29 Unit condominium project in Beverly Hills (Los Angeles County), California
199,829	90+ days past due	Loan to Individual	Unsecured
3,469,308	90+ days past due	Construction Loan	7 Unit condominium project in Los Angeles (Los Angeles County), California
264,653,618	Gross Non-performing Assets
23,790,271	Less: prior writedowns
25,000	Less: writedowns this period
240,838,347	Reported Non-performing Assets
41,946,213	Less: specific reserves
198,892,134	Net Book Value of Non-performing Assets

4

As indicated above, most of First Regional’s nonperforming assets at March 31, 2009 were secured by or consisted of real property.  The value of that real property serves to mitigate potential losses that may otherwise result from a nonperforming asset.  In addition, applicable accounting standards require the Company to evaluate property values periodically relative to their carrying value on the Company’s books or the loans which that property secures.  Accordingly, based on current estimates of property values discounted for anticipated costs of sale and other qualitative factors, the loss potential associated with the Company’s nonperforming assets has already been recognized and is reserved for in the Company’s financial statements.

First Regional’s loans which were 30 to 89 days past due as of March 31, 2009 were as follows:

Amount	Status	Asset Type	Collateral
6,993,646	Past Due 30-89 days	Construction Loan	Condominium project in Los Angeles County, California
8,149,789	Past Due 30-89 days	Construction Loan	22 unit condominium project in Thousand Oaks (Ventura County), California
9,708,340	Past Due 30-89 days	Construction Loan	32 unit condominium project in Santa Monica (Los Angeles County), California
3,400,000	Past Due 30-89 days	Land Loan	31,000 s.f. residential lot in Brentwood (Los Angeles County) California
6,916,391	Past Due 30-89 days	Construction Loan	43,000 office project in Thousand Oaks (Ventura County), California
5,874,483	Past Due 30-89 days	Construction Loan	18 unit condominium project in South Pasadena (Los Angeles County), California
1,396,596	Past Due 30-89 days	Land Loan	13,000 lot in Hollywood (Los Angeles County) California
5,163,400	Past Due 30-89 days	CRE Loan	Office/self storage facility in Fallbrook (San Diego County) California
1,690,000	Past Due 30-89 days	Land Loan	2.7 acres of land in Simi Valley (Ventura County), California
1,265,841	Past Due 30-89 days	Land Loan	15,000 s.f. lot in Santa Monica (Los Angeles County) California
1,257,564	Past Due 30-89 days	Land Loan	16,000 s.f. lot in Santa Monica (Los Angeles County) California
7,540,000	Past Due 30-89 days	CRE Loan	89 unit apartment in Pasadena (Los Angeles County), California

5

8,241,522	Past Due 30-89 days	Construction Loan	Restaurant/retail facility in Las Vegas (Clark County) Nevada
5,068,000	Past Due 30-89 days	Land Loan	5.2 acres of commercial land in Las Vegas (Clark County) Nevada
5,689,216	Past Due 30-89 days	Construction Loan	32 unit condominium project in Santa Monica (Los Angeles County), California
5,399,685	Past Due 30-89 days	Construction Loan	Luxury residence in Irvine (Orange County) California
2,204,541	Past Due 30-89 days	CRE Loan	21 unit apartment in Anaheim (Los Angeles County), California
7,280,000	Past Due 30-89 days	CRE Loan	54 unit apartment in Los Angeles (Los Angeles County), California
1,520,000	Past Due 30-89 days	CRE Loan	4 unit apartment in Los Angeles (Los Angeles County), California
2,065,148	Past Due 30-89 days	CRE Loan	385,000 s.f. industrial building in Hastings (Barry County) Michigan
2,080,000	Past Due 30-89 days	CRE Loan	62,000 s.f. industrial building in Carter Lake (Pottawattamie County), Iowa
9,000,000	Past Due 30-89 days	CRE Loan	47 room hotel in Santa Barbara (Santa Barbara County), California
4,065,000	Past Due 30-89 days	CRE Loan	Medical office building in Mission Viego (Orange County) California
2,160,000	Past Due 30-89 days	CRE Loan	Retail building in Santa Barbara (Santa Barbara County) California
4,251,115	Past Due 30-89 days	CRE Loan	Medical office building in Newport Beach (Orange County) California
3,975,000	Past Due 30-89 days	CRE Loan	56 room hotel in Santa Barbara (Santa Barbara County) California
1,889,995	Past Due 30-89 days	Loan to Company	Unsecured
435,900	Past Due 30-89 days	Loan to Individual	Unsecured
51,900	Past Due 30-89 days	Loan to Company	Unsecured
424,994	Past Due 30-89 days	Loan to Individual	Unsecured
497,000	Past Due 30-89 days	Loan to Company	Unsecured
362,933	Past Due 30-89 days	Loan to Company	Unsecured
500,000	Past Due 30-89 days	Loan to Individual	Unsecured
4,425	Past Due 30-89 days	Loan to Individual	Unsecured
126,522,423	Gross Other Delinquent Loans
0	Less: prior writedowns
126,522,423	Reported Other Delinquent Loans

6

What is the status of First Regional’s regulatory agreements?

First Regional’s wholly-owned subsidiary, First Regional Bank, consented to a written agreement with the FDIC and the California Department of Financial Institutions (the “CDFI”) which become effective on February 23, 2009.

The Bank is currently in full compliance with the agreement, and expects to remain so.  The principle components of the agreement, and the status of the Bank’s compliance efforts, are as follows:

·Retain qualified management, and continue the active involvement of the board of directors in managing the Bank’s activities.

The Bank’s existing management remains in place; no changes in management were suggested or required, and none have been made.  The board of directors is maintaining its active involvement in the management of the Bank.

·Increase capital by $12 million, increase capital ratios based on a pre-determined schedule, and develop a comprehensive capital plan to assure compliance with that schedule.  No dividends may be declared without prior regulatory approval.

The $12 million capital increase called for in the agreement, as well as a subsequent $5 million contribution, was made by First Regional Bancorp in the first quarter of 2009 using its existing cash reserves.  Accordingly, no additional outside capital was required to be raised in connection with these capital contributions.  The schedule referred to in the agreement calls for the Bank to increase its Tier 1 leverage ratio to 9.5% immediately, and to further increase it to 10% by September 30.  For the first quarter of 2009 the Bank’s Tier 1 leverage ratio was 9.60%, in excess of the initial goal.  A comprehensive capital plan was developed and adopted, which includes plans to meet the September 30 goal, and at this time that objective is expected to be met without the need to raise additional outside capital.  No dividends have been declared by the Bank.

·Eliminate from the books any assets classified loss and a portion of any assets classified doubtful that have not already been charged-off or collected, and develop a comprehensive plan to reduce classified assets based on a pre-determined schedule.

The assets classified loss and the portion of the assets classified doubtful referred to in the agreement were eliminated from the Bank’s books by the end of 2008.  The Bank developed a written plan to reduce the remaining classified assets, and has implemented it.  The schedule referred to in the agreement calls for the Bank to reduce the classified assets from their original level of $218 million to $130 million by June 30, and to $110 million by September 30.  As of March 31 the balance of the classified assets had been reduced to $129.6 million, meaning that the Bank has met the June 30 goal, and plans are in place to meet the September 30 goal.  Naturally, even after the Bank has met the goals contained in the agreement, it will continue its efforts to collect all of the classified assets.

·Create and implement a plan to increase the diversification of the Bank’s lending activities.

The Bank has adopted and implemented the diversification plan called for in the agreement.  Under the plan, over time the Bank will reduce the amount of real estate lending it does, and increase its other types of lending.  The Bank has also adopted revised policies reducing the permissible amount of credit that may be extended to individual borrowers and their related interests.

·Create and implement a comprehensive profit plan to improve the Bank’s earnings performance.

The profit plan called for in the agreement has been drafted but is not yet finalized.  The draft plan draws from a high-level strategic concept developed by the board of directors early in 2009.  While operating results are expected to remain under pressure for a time as the Bank deals with its problem assets, improvement is anticipated in the future.

·Update or revise the Bank’s written policies in the areas of credit administration and liquidity management.

Updated policies have been adopted by the board of directors for both of these functional areas.

7

As described above, the Bank has made considerable progress thus far in complying with its agreement with the FDIC and the CDFI, and expects to remain in full compliance.

In addition, First Regional Bancorp has entered into a written agreement with the Federal Reserve Bank of San Francisco (the “Federal Reserve”) which became effective on April 21, 2009.  The Company is currently in full compliance with its agreement with the Federal Reserve, and expects to remain so.  The principle components of this agreement, and the status of the Company’s compliance efforts, are as follows:

·The Company shall not declare or pay dividends without prior regulatory approval

The Company has never declared or paid dividends in its history, and no dividends are anticipated at this time.

·The Company shall not take dividends or other forms of payment from First Regional Bank without prior regulatory approval.

No such payments are being sought at this time, and dividend payments by the Bank are already restricted under the terms of the Bank’s regulatory agreement with the FDIC and the CDFI, as noted above.

·The Company and its non-bank subsidiaries shall not make any distributions of principal, interest, or other sums on subordinated debentures or trust preferred securities without prior regulatory approval.

As permitted and in accordance with their terms, the Company has deferred payments on its outstanding trust preferred securities and the associated subordinated debentures.  First Regional has the right to defer interest payments for up to five years under the terms of the indentures governing its various trust preferred securities.

·The Company and its non-bank subsidiaries shall not incur, increase, or guarantee any debt without prior regulatory approval.

No such debt transactions have occurred since the effective date of the agreement, and none are contemplated at this time.

·The Company shall not purchase or redeem stock without prior regulatory approval.

No shares of the Company’s common stock have been purchased or redeemed for over one year, and no further purchases or redemptions are contemplated at this time.

·The Company shall develop and submit a revised written capital plan to maintain sufficient capital on a consolidated and a bank-only basis.

The revised plan has not yet been finalized, but is expected to be substantially similar to the comprehensive capital plan already developed by the Bank, as described above.  First Regional does not expect that it will need to raise additional outside capital at this time.

As just described, the Company expects to achieve and maintain full compliance with its written agreement with the Federal Reserve.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

99Press Release of First Regional Bancorp, dated April 30, 2009, announcing financial results for the quarter ended March 31, 2009.

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

8

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.

Statements made herein are made as of the date hereof only.  The Company shall have no obligation to update information and forward-looking statements presented herein.

9

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:  May 4, 2009

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

10

Exhibit Index

99            Press Release of First Regional Bancorp, dated April 30, 2009, announcing financial results for the quarter ended March 31, 2009.

11

EX-99

Exhibit 99

News Release

First Regional	1801 Century Park East
Bancorp	Century City, California 90067
	Telephone (310) 552-1776
	Facsimile (310) 552-1772

IMMEDIATE RELEASE

FIRST REGIONAL BANCORP REPORTS

FIRST QUARTER OPERATING LOSS

·Loss reduced substantially from immediately preceding fourth quarter

·Further progress in addressing credit problems associated with current economic recession

·Loan loss reserves further strengthened

·Bank exceeds all financial ratio requirements for “Well Capitalized” status

·Total assets, deposits and net loans surpass year ago levels

CENTURY CITY, CALIFORNIA (April 30, 2009)—First Regional Bancorp (Nasdaq-GSM: FRGB) reported an operating loss for the first quarter of 2009, which was substantially reduced from the immediately preceding fourth quarter of 2008, reflecting the company’s progress in mitigating the credit problems arising from the current deep economic recession.

For the three months ended March 31, 2009, the net loss was $3.2 million, equal to 27 cents per diluted share, versus net income of $4.7 million, or 37 cents per diluted share, in last year’s first quarter. Results for the first quarter of 2008 benefited from certain nonrecurring items:  a $2.8 million gain (included in other income) and a $2.2 million reserve reversal (which reduced operating expense), in conjunction with the successful public offering of Visa International. The two Visa-related transactions increased after-tax net income by $2.9 million, equal to 23 cents per diluted share.  Current quarter results reflected substantial progress from the net loss of $11.0 million, or 93 cents per diluted share, recorded in the fourth quarter of 2008.

At March 31, 2009, total assets were $2.481 billion, versus $2.321 billion one year earlier. Total deposits at the end of the quarter were $2.207 billion, up from $1.696 billion in the prior year.  Net loans grew to $2.235 billion at the first quarter’s close, compared to $2.166 billion at March 31, 2008.  Reflecting the impact of operating losses over the past year in an extraordinarily difficult environment, total capital at the end of the first quarter of 2009 amounted to $147.4 million, as against $177.8 million a year ago.  First Regional continues to exceed all financial ratio requirements for Well Capitalized status under applicable regulations.  As First Regional holds no material intangible assets, all of First Regional’s equity capital is tangible.

Reflecting the continued difficult economic climate, in the first quarter, First Regional made provisions of $7.5 million to its reserve for loan losses, compared to provisions of $10.8 million and $27.4 million, respectively, to reserves in the first quarter and fourth quarter of 2008.  First Regional’s loan loss reserve totaled $68.3 million, or 2.96% of gross loans at March 31, 2009, compared to a reserve of $33.6 million, or 1.53% of gross loans at the close of 2008’s first quarter.

Operating results were also adversely impacted by historic lows in interest rates resulting from the Federal Reserve’s aggressive actions directed at reviving the economy during the past twelve months.  These actions—including a combined 175 basis point reduction in the federal funds rate through a series of cuts during

1

the fourth quarter of 2008 alone—significantly impacted the yield on First Regional’s loan portfolio, comprised almost entirely of variable-rate notes that adjust immediately.  In contrast, money market and time deposit yields remain locked in and will require a longer period until maturity and to re-price accordingly.  As a result, first quarter of 2009 net interest income amounted to $15.952 million, down sharply from $26.396 million in the corresponding quarter of 2008.

H. Anthony Gartshore, President and Chief Executive Officer, commented:  “While times certainly remain extremely difficult for First Regional and for financial institutions in general, the key point is that we are making steady progress in confronting our challenges.  Our highest priority today is to resolve our problem assets spawned by the current economic recession.  We are dealing firmly and pragmatically with delinquent borrowers, and we do not hesitate to take forceful action, such as foreclosure, if borrowers do not perform.  Although these measures have led to a spike in nonperforming assets, we expect those totals to decline as we complete the asset disposal transactions which we have in progress.

“Most of our nonperforming assets are secured by real estate, and thus our risk of loss is mitigated by the value of the underlying collateral even in the present soft market.  As required by applicable accounting standards, we have already made loan loss provisions to reflect our updated estimates of such potential losses, and we will continue to make loan loss provisions as necessary based on our ongoing analysis of First Regional’s loan portfolio performance and economic conditions in general.”

Mr. Gartshore continued:  “As previously announced, First Regional and its subsidiary, First Regional Bank, recently entered into agreements with their respective regulators designed to ensure that we maintain our financial strength and reduce our problem assets in the face of the current uncertain economic conditions.  We remain in full compliance with the provisions of those agreements, and are ahead of schedule in completing many of the goals contained in those agreements.

“As we move through the balance of 2009, we expect to accelerate the pace of our progress in important respects.  Our stepped-up loan collection efforts combined with normal loan repayments are anticipated to result in a reduction of total assets.  This asset shrinkage, along with the historically low interest rate environment currently prevailing, will place continued pressure on our 2009 operating results.  However, and importantly, that compression will also allow us to establish a solid, high quality foundation for future growth.  In the interim, our talented team of experienced bankers continues to provide customers and prospects with creative solutions to their loan and deposit needs, and the unmatched level of personal service which our clients enjoy continues uninterrupted.”

Mr. Gartshore concluded:  “Despite the many remaining challenges, we are confident that economic recovery will bring many attractive opportunities, and we look to the future with confidence and determination.  While we expect our actions in the present environment will limit growth and profitability for the near-term, these important measures will contribute to our fundamental goal of enhancing value for our shareholders 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.

# # #

2

CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)

	(000’s omitted)
As of March 31,	2009		2008
ASSETS:
Cash and due from banks	$	24,721	$	36,301
Federal funds sold	67,375		1,280
Cash and cash equivalents	92,096		37,581
Investment securities, available for sale	29,170		32,178
Federal Home Loan Bank stock - at cost	6,557		15,322
Loans, net of allowance	2,234,844		2,166,153
Premises and equipment, net of depreciation	4,644		5,374
Other real estate owned	12,652		0
Accrued interest receivable and other assets	101,382		64,493
Total assets	$	2,481,345	$	2,321,101
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand deposits	$	413,413	$	400,099
Savings deposits	55,499		61,746
Money market deposits	533,892		920,613
Time deposits	1,204,399		313,450
Total deposits	2,207,203		1,695,908
Funds purchased	0		0
Federal Home Loan Bank advances	0		326,000
Subordinated debentures	100,517		100,517
Accrued interest payable and other liabilities	26,232		20,865
Total liabilities	2,333,952		2,143,290
Stated capital	45,166		44,373
Retained earnings	101,599		133,212
Net unrealized gains on available-for-sale securities, net of taxes	628		226
Total shareholders’ equity	147,393		177,811
Total liabilities and shareholders’ equity	$	2,481,345	$	2,321,101
Book value per share outstanding	$	12.45	$	15.08
Total shares outstanding	11,836,016		11,790,967

3

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	(000’s omitted)
	Three Months Ended
	March 31,
	2009			2008
Interest on loans	$	27,847		$	40,296
Interest on federal funds sold	43			68
Interest on deposits in financial institutions	12			72
Interest on investment securities	311			359
Total interest income	28,213			40,795
Interest on deposits	11,275			11,067
Interest on subordinated debentures	964			1,616
Interest on FHLB advances	22			1,708
Interest on other borrowings	0			8
Total interest expense	12,261			14,399
Net interest income	15,952			26,396
Provision for loan losses	7,500			10,790
Net interest income after provision for loan losses	8,452			15,606
Other operating income	2,101			5,171
.	.
Salaries and related benefits	8,816			9,486
Occupancy expenses	991			969
Other operating expenses	6,683			2,087
Total other operating expenses	16,490			12,542
Income (loss) before provision (benefit) for income taxes	(5,937		)	8,235
Provision for income taxes (benefit)	(2,700		)	3,500
Net income (loss)	$	(3,237	)	$	4,735

4

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	(000’s omitted)
	Three Months Ended
	March 31,
	2009			2008
Net income per share
Basic	$	(0.27	)	$	0.40
Diluted	$	(0.27	)	$	0.37
Average shares outstanding	11,835,416			11,811,829
Diluted average shares	11,835,416			12,710,929
Average equity	$	150,158		$	175,487
Average assets	$	2,490,199		$	2,241,357
Return on average equity (%)	(8.74		)	10.85
Return on average assets (%)	(0.53		)	0.85
Efficiency ratio (%)	91.34			39.73
Number of employees	287			299
Assets per employee (000s)	$	8,646		$	7,763
CREDIT QUALITY
Beginning reserve for loan losses (000s)	$	61,336		$	22,771
Loan loss provisions	7,500			10,790
Loan recoveries	4			0
Loan chargeoffs	672			0
Net change in allowance for unfunded loan commitments and lines of credit	96			19
Ending reserve for loan losses (000s)	$	68,264		$	33,580
Loans Past Due 30-89 days	$	126,522		$	26,165
Loans Past Due 90 days or More	$	18,145		$	12,087
Nonaccrual Loans	210,041			5,687
Other Real Estate Owned	12,652			0
Nonperforming Assets	$	240,838		$	17,774
Nonperforming assets / gross loans + OREO (%)	10.72			0.82
Reserve for loan losses / nonperforming assets (%)	28.34			188.93
Reserve for loan losses / gross loans (%)	2.96			1.53

5

	(000s omitted)
	For the Three Months Ended March 31,
	2009					2008
	Average				Average	Average				Average
	Balance		Interest		Yield/Cost (%)	Balance		Interest		Yield/Cost (%)
Gross loans	$	2,327,465	$	27,847	4.85	$	2,129,698	$	40,296	7.61
Federal funds sold	71,962		43		0.24	8,827		68		3.10
Interest bearing deposits in financial institutions	2,003		12		2.43	7,036		72		4.12
Investment securities	24,604		311		5.13	24,814		359		5.82
Total earning assets	$	2,426,034	$	28,213	4.72	$	2,170,375	$	40,795	7.56
Deposits	$	2,225,067	$	11,275	2.06	$	1,739,710	$	11,067	2.56
Federal Home Loan Bank advances	24,206		22		0.37	221,780		1,708		3.10
Subordinated debentures	100,517		964		3.89	100,517		1,616		6.47
Funds purchased	37		0		0.00	734		8		4.38
Total bearing liabilities	$	2,349,827	$	12,261	2.12	$	2,062,741	$	14,399	2.81
Net interest spread (1)					2.60					4.75
Net interest margin (2)					2.67					4.89

(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.

6

The following is a schedule describing the primary components of First Regional Bank’s loan portfolio as of March 31, 2009:

	Disbursed Balance as of March 31, 2009		Percentage of Total
Commercial Real Estate Loans
Construction
Condominium	$	333,614,000	14.46	%
Apartment	55,370,000		2.40	%
Single Family Residence	60,817,000		2.64	%
Office	14,493,000		0.63	%
Retail	72,493,000		3.14	%
Commercial/Industrial	0		0.00	%
Mixed Use	58,203,000		2.52	%
Other (Hotel/Motel)	39,806,000		1.73	%
Total	634,796,000		27.52	%
Mini Perm/Bridge
Condo	37,775,000		1.64	%
Apartment	535,685,000		23.22	%
Single Family Residence	44,166,000		1.91	%
Office	80,378,000		3.48	%
Retail	153,375,000		6.65	%
Commercial/Industrial	32,624,000		1.41	%
Mixed Use	110,932,000		4.81	%
Other (Hotel/Motel)	161,253,000		6.99	%
Total	1,156,188,000		50.11	%
Land Loans by County
California Counties
Los Angeles	156,259,000		6.77	%
Orange	27,977,000		1.21	%
Riverside	8,901,000		0.39	%
San Bernardino	11,903,000		0.52	%
San Diego	6,413,000		0.28	%
Other	8,621,000		0.37	%
California Total	220,074,000		9.54	%

7

Other States	23,125,000		1.00	%
Total Land Loans	243,199,000		10.54	%
Government Guaranteed Loans	1,107,000		0.05	%
Total Real Estate Loans	2,035,290,000		88.22	%
Commercial Non-Real Estate Secured Loans	271,832,000		11.78	%
Total Loans	2,307,122,000		100.00	%
Less - Allowance for loan losses	68,264,000
– Deferred loan fees	4,014,000
Net loans	$	2,234,844,000

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.

8