8-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2006

CATHAY GENERAL BANCORP
(Exact name of registrant as specified in its charter)

Delaware	0-18630	95-4274680
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 North Broadway, Los Angeles, California 90012
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:     (213) 625-4700

Not Applicable

(Former name or former address, if changed since last report)

        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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02    Unregistered Sales of Equity Securities

         Cathay General Bancorp complete its tender offer for all of the shares of common stock of Great Eastern Bank at midnight, New York City time, on April 6, 2006.  Pursuant to the tender offer and in exchange for 765,214 shares of Great Eastern Bank that had been tendered by Great Eastern Bank shareholders who were accredited investors, Cathay General Bancorp issued 1,181,164 shares of its common stock, par value $.01 per share, to such Great Eastern Bank shareholders.

Item 8.01    Other Events

        On April 7, 2006, Cathay General Bancorp announced in a press release that its tender to offer for all of the shares of common stock of Great Eastern Bank was successfully competed at midnight, New York City time, on April 6, 2006.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

        99.1    Press Release of Cathay General Bancorp dated April 7, 2006.

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 thereunto duly authorized.

Date: April 11, 2006

                                                                                            CATHAY GENERAL BANCORP

                                                                                            By:  /s/ Heng W. Chen                            

                                                                                                   Heng W. Chen

                                                                                                   Executive Vice President and Chief

                                                                                                   Financial Officer

EXHIBIT INDEX

Number        Exhibit

99.1             Press Release of Cathay General Bancorp dated April 7, 2006.

EX-99.1

Exhibit 99.1

Cathay General Bancorp Completes Tender Offer for Great Eastern Bank

LOS ANGELES, April 7 /PRNewswire-FirstCall/ -- Cathay General Bancorp ("Cathay") (Nasdaq: CATY), the holding company for Cathay Bank, announced today that its tender offer for all of the shares of common stock of Great Eastern Bank was successfully completed at midnight, New York City time, on April 6, 2006. Based on a preliminary report from the exchange agent, Cathay accepted for purchase 1,445,142 Great Eastern Bank shares that had been tendered and not withdrawn as of the expiration of the offer, representing approximately 83.6% of the shares outstanding. 

Under the terms of the offer and subject to certain proration provisions, holders who receive Cathay common stock will receive 1.5436 shares of Cathay common stock for each share of Great Eastern Bank common stock owned by them and holders who receive cash will receive $58.44 in cash. 

When all regulatory approvals are obtained and following the expiration of any applicable waiting periods, Great Eastern Bank will be merged with and into Cathay Bank. 

ABOUT CATHAY GENERAL BANCORP 

Cathay General Bancorp is the holding company for Cathay Bank, a California state-chartered bank. Founded in 1962, Cathay Bank offers a wide range of financial services. Cathay Bank currently operates twenty-nine branches in California, four branches in New York State, one in Massachusetts, one in Houston, Texas, two in Washington State, and representative offices in Taipei, Hong Kong, and Shanghai. Cathay Bank's website is found at http://www.cathaybank.com/. 

FORWARD-LOOKING STATEMENTS AND OTHER NOTICES 

Statements made in this news release, other than statements of historical fact, are forward-looking statements within the meaning of the applicable provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this news release are forward-looking statements. Forward-looking statements are not guarantees. They involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements, of Cathay General Bancorp to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties and other factors include, but are not limited to, adverse developments or conditions related to or arising from: the company's ability to successfully obtain regulatory approval to consummate the merger of Great Eastern Bank and or realize the benefits of such a transaction if consummated. These and other factors are further described in Cathay General Bancorp's Annual Report on Form 10-K for the year ended December 31, 2005, its reports and registration statements filed with the Securities and Exchange Commission ("SEC") and other filings it makes in the future with the SEC from time to time. All forward-looking statements speak only as of the date of this news release. Cathay General Bancorp has no intention and undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise or to publicly announce the results of any revision of any forward-looking statement to reflect future developments or events. This release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Cathay General Bancorp. 

Cathay General Bancorp's filings with the SEC are available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov, or by request directed to Cathay General Bancorp, 777 N. Broadway, Los Angeles, CA 90012, Attention: Investor Relations (213) 625-4749.