SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )
 
    Filed by the Registrant /X/
    Filed by a Party other than the Registrant / /
 
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    / /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
         240.14a-12
                         PROFESSIONAL BANCORP, INC.
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                (Name of Registrant as Specified In Its Charter)
 
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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    Last  week a  dissident group  of shareholders,  calling themselves the   A
Professional Bancorp Shareholders Protective Committee, asked  shareholders   D
not  to vote at the June  19, 1996 Annual Shareholders' Meeting. Subsequent   D
to our  printing  of the  attached  Supplement,  in a  sudden  reversal  of   E
tactics, these dissident shareholders now are staging a last minute attempt   N
to  take control of your Company by urging you to elect a group of nominees   D
who have little or no stake in your Company.                                  U
    THE  BOARD   UNANIMOUSLY  AND   VIGOROUSLY  OPPOSES   THE   COMMITTEE'S   M
SOLICITATION OF PROXIES AND URGES YOU NOT TO SIGN THE YELLOW PROXY CARD YOU
MAY  RECEIVE FROM  THE COMMITTEE.  A LATER  DATED PROXY  CARD SENT  TO THIS
GROUP, EVEN IF MARKED TO  "WITHHOLD AUTHORITY" FOR THE DISSIDENT  NOMINEES,
WILL REVOKE ANY VOTE YOU MAY HAVE PREVIOUSLY SENT TO THE COMPANY.
                          YOUR VOTE IS IMPORTANT
 
    IF  YOU HAVE NOT PREVIOUSLY  RETURNED A SIGNED AND  DATED PROXY CARD TO
THE COMPANY OR IF YOU HAVE EXECUTED  AND RETURNED A PROXY SOLICITED BY  THE
COMMITTEE,  THE BOARD URGES YOU TO  SUPPORT YOUR BOARD BY PROMPTLY SIGNING,
DATING AND MAILING THE  ENCLOSED WHITE PROXY CARD.  IF YOU HAVE  PREVIOUSLY
RETURNED  A SIGNED  AND DATED  PROXY CARD TO  THE COMPANY,  YOUR PROXY WILL
CONTINUE TO BE VALID UNLESS REVOKED.
June 7, 1996                                                  The Board  of
Directors