Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective May 19, 2009, First Regional Bancorp revised its Code of Business Conduct and Ethics. The changes relate to the Company's insider trading policy. Specifically, the trading window for buying, selling or otherwise effecting transactions in securities of the Company has been revised to begin at the open of market on the second trading day following the date of public disclosure of the Company's financial results for a particular fiscal quarter or year and ending at the close of market on the last trading day occurring on or before the fifteenth calendar day of the third calendar month of the following quarter. The revised policy also provides that, due to the risk of forced selling during a blackout period, securities of the Company should not be held in margined brokerage accounts. The Company's Code of Business Conduct and Ethics is available on the Company's website at www.firstregional.com.

# # #

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.

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.

---