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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)



| | þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2005

OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

For the transition period
from to

Commission File No.: 333-126401

FCB
BANCORP

(Exact Name of Registrant as Specified in its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|California                                                     |  | 20-3074387                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1100 Paseo Camarillo Camarillo, California                     |  | 93010                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(805) 484-0534

(Registrants telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the
Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes ̈No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes ̈No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer ̈Accelerated filer ̈Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈No þ

The aggregate market value of common stock, held by non-affiliates of the registrant as of June 30, 2005, was $17,396,014 based on a closing price of $20.07 for the common stock, as reported on the Over-The-Counter Bulletin Board.
For purposes of the foregoing computation, all executive officers, directors and 5 percent beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers,
directors or 5 percent beneficial owners are, in fact, affiliates of the registrant.

Common Stock  As of
January 2, 2007, there were 3,277,807 shares of the issuers common stock outstanding.

DOCUMENTS INCORPORATED BY
REFERENCE

None





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Explanatory Note

FCB Bancorp (the Company) is filing this amendment No. 1 to Form 10-K for the year ended December 31, 2005, to amend Item 10 to include disclosure required with respect to the Companys
audit committee financial expert.



|Item  9A. | Controls and Procedures
|--------- | -----------------------

(a) Evaluation of Disclosure Controls and Procedures: An evaluation of the Companys disclosure controls and procedures (as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934) was carried out
under the supervision and with the participation of the Companys Chief Executive Officer, Chief Financial Officer and several other members of the Companys senior management as of the end of the period covered by this report. The
Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in
the reports it files or submits under the Securities Exchange Act of 1934 is (i) accumulated and communicated to the Companys management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and
(ii) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.

(b) Changes in Internal Controls: There was no change in the Companys internal control over financial reporting during the Companys most recently completed fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Companys internal control over financial reporting.



|Item  10. | Directors and Executive Officers of the Registrant
|--------- | --------------------------------------------------

Executive Officers and Directors

The table below sets forth our executive officers and directors and their ages and
positions as of March 28, 2006. Each director will hold office until the next annual meeting of shareholders or until his or her successor is elected and qualified. Officers are appointed by the Board of Directors and serve at the Boards
discretion.



|                      |  |     |  |                                                     
|--------------------- |  | --- |  | ----------------------------------------------------
|Name                  |  | Age |  | Position                                            
|John W. Birchfield    |  | 54  |  | Chairman of the Board                               
|Richard D. Aldridge   |  | 58  |  | Vice Chairman                                       
|Tenisha M. Fitzgerald |  | 31  |  | Director                                            
|C. G. Kum             |  | 51  |  | Director, President and Chief Executive Officer     
|Syble R. Roberts      |  | 69  |  | Director                                            
|Thomas Tignino        |  | 58  |  | Director                                            
|Thomas E. Anthony     |  | 57  |  | Executive Vice President and Chief Credit Officer   
|Romolo Santarosa      |  | 49  |  | Executive Vice President and Chief Financial Officer

As used throughout this registration statement, the term executive officer means our
President and Chief Executive Officer, our Executive Vice President and Chief Credit Officer, and our Executive Vice President and Chief Financial Officer. Our Chairman of the Board, Corporate Secretary, and other vice presidents are not deemed to
be executive officers.

The Board has determined that Thomas Tignino qualifies as an audit committee financial expert within
the meaning of the SECs rules and regulations.

Biographical Information Regarding Our Executive Officers

C. G. Kum, President and Chief Executive Officer. Mr. Kum began his banking career in 1977 as a corporate banking trainee with Bank
of California in San Francisco, California. He served as Regional Vice President and Manager of Asset Quality Administration for United Banks of Colorado from 1984 until 1987. Mr. Kum then served as Vice President and Division Manager
of Special Projects Division for Colorado National Bank from 1987 until 1993. Mr. Kum moved to California in 1993 and served as Executive Vice President and Chief Credit Officer of City Commerce Bank, Santa Barbara, California from 1993
until 1999.



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Mr. Kum was appointed to his current position as the President and the Chief Executive Officer of
First California Bank (formerly known as Camarillo Community Bank) on September 1, 1999. Under his leadership, the Bank has grown from total assets of $100 million and two branches in 1999, to total assets as of September 30, 2005 of
$467 million and eight branches. He is a graduate of University of California at Berkeley and received his Masters Degree in Business Administration from Pepperdine University. Mr. Kum also is a graduate of Stonier Graduate School of
Banking. He has served as a member of Board of Directors of Casa Pacifica, a non profit organization that serves high risk youths in Ventura County, California State University at Channel Islands Foundation, and the United Way of Ventura County. He
was elected to the position of the President of the Board of Directors of Community Bankers of California, an association of California community bank presidents, for the fiscal year of 2005-06. Mr. Kum lives in Camarillo, California with his
wife Vikki and their three children.

Thomas E. Anthony, Executive Vice President and Chief Credit Officer. Mr. Anthony moved
from Illinois and began his banking career in 1970 as a commercial loan trainee with the then United California Bank in Los Angeles. He served as Vice President  Commercial Lender at Independence Bank from 1988 to 1992. He then
served as Executive Vice President and Chief Credit Officer at Channel Islands National Bank from 1992 until 1998 when it was merged with American Commercial Bank, where he served in the same capacity from 1998 until 1999. Mr. Anthony joined
First California Bank in 1999 as Executive Vice President and Chief Credit Officer.

Mr. Anthony graduated from Northern Illinois
University with a degree in Management. He has held several commercial lending and credit administration positions with banks in California and has been active on several community boards/committees and with charitable and professional
organizations.

Romolo Santarosa, Executive Vice President and Chief Financial Officer. Mr. Santarosa began his banking
career in 1991 with Shawmut National Corporation as its Controller. In 1995, Mr. Santarosa joined Sanwa Bank California and served as Controller until 1997. He then served as Chief Financial Officer of Southern Pacific Bank from 1997 until
2000, of Eldorado Bancshares, Inc. from 2000 to 2001, and of Treasury Bank, N.A. from 2001 to 2002. Mr. Santarosa joined First California Bank in November 2002 as Executive Vice President and Chief Financial Officer.

Mr. Santarosa is a graduate (1978) of Ithaca College, Ithaca, New York. He began his career in public accounting with Price Waterhouse, an
international public accounting firm. He also is a certified public accountant in New York and Connecticut. Mr. Santarosa is active in several professional and community organizations.

Biographical Information Regarding Our Directors

Richard D. Aldridgehas served as the Vice Chairman of the Board since October 2005 and has been a director since 1993. After receiving an Honorable Discharge from the U.S. Air Force in 1971, Mr. Aldridge attended L.H.
Bates Technical Institute and graduated with a degree in communications electronics and a Federal Communications Commission license for broadcast engineering. He was then employed for 19 years by Weyerhaeuser Company in Longview, Washington,
where he began as a communications maintenance foreman for several years, then was appointed business manager for a new company profit center, quadrupling revenues in the first three years. He then served on the companys Top Safety Committee,
and represented Weyerhaeuser nationally serving on the Board of Directors of Forest Industries Telecommunications, an F.C.C. certified trade association. He also participated in frequent seminars and strategic planning meetings at the companys
corporate headquarters in Tacoma, Washington.

Mr. Aldridge began investing in real estate in 1988 and community banking in 1990,
acquiring his first shares in First California Bank (formerly Camarillo Community Bank). In 1991 he voluntarily left Washington to pursue further opportunities in real estate and banking in Ventura, California, while employed as President and



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CEO of B & R Supply, Inc., a long established industrial tool and supply company. Since 1990, he has held investments in Channel Islands Bank, City
Commerce Bank, American Commercial Bank, Mid-State Bank and Trust, and First California Bank. Since his appointment as a director, Mr. Aldridge has served on several committees including CRA, Audit, Loan, funds management, and executive
committees. Mr. Aldridge also served as interim Chairman of the Board from 1998 to 1999. First California Bank represents the largest single investment in his portfolio.

Mr. Aldridge is the father of Tenisha M. Fitzgerald, a director of First California Bank since 1997.

John W. Birchfieldhas served as the Chairman of the Board since October 2005 and has been a director since 1993. Mr. Birchfield was awarded
a Bachelor of Science degree in Business Finance in 1973 from the College of Business Administration at Northern Arizona University. Since 1995, Mr. Birchfield has served as the Chairman of the Board at B & R Supply Inc. He is also the
managing partner of Ralston Properties LP, a privately held real estate management company.

Since first being elected to the Board of
Directors of First California Bank in 1993, he has actively participated in guiding the Bank through various business cycles, a management change and a name change as well as the development and execution of a long-term strategic plan. In 1998-99 he
chaired the Boards Y2K compliance committee.

Currently he serves as the Chairman of the Board as well as the Chairman of the Audit
Committee at First California Bank. He is also an active member of the Loan Committee, the Funds Management Committee and Personnel Committee.

Tenisha M. Fitzgeraldhas been a director since 1997. Ms. Fitzgerald graduated in 1997 from California Lutheran University with a degree in music education and a teaching certificate. Ms. Fitzgerald then taught at
several elementary schools for approximately 6 years in the Port Hueneme, California school district. For the last two years, Ms. Fitzgerald has been serving as the accounts receivable manager for B & R Supply, Inc. Since her
appointment to the Board of Directors in 1997, she has served on the Banks Loan and CRA Committees.

Ms. Fitzgerald is the
daughter of Richard D. Aldridge, the current Vice Chairman of the Board and a director of First California Bank since 1993.

Syble R.
Robertshas been a director of First California Bank since 1989 and is the personnel committee chairman. Ms. Roberts was also a Founding Director of City Commerce Bank, Santa Barbara, opened in 1978 and now owned by Mid-State Bank.

Ms. Roberts background is in the legal, title insurance and escrow, and real estate investment fields. Ms. Roberts
attended Ventura Junior College and studied first year law through LaSalle Extension University, as well as continuing studies of business management, taxation and real estate. Ms. Roberts became a specialist in the escrow field of multiple
tax-deferred exchanges and long order leasehold estates and was involved in the start-ups of a title insurance company and several escrow and mortgage banking companies. Ms. Roberts has served on numerous community organizations including See
International, Hospice, and Recordings for the Blind, and Womens Council of NAREB.

Thomas Tigninohas been a director since
January 2006. Mr. Tignino is the founder and president of Thomas Tignino & Associates, a multi-service accountancy firm established in 1980 and located in Westlake Village, California. His firm specializes in tax planning and
compliance, estate planning and investment review.

Mr. Tignino is an active member of the community. He has served on the Board of
Directors of the YMCA, the Chamber of Commerce of Thousand Oaks, and has been the Treasurer of the Conejo Valley Rotary Club. Currently, Mr. Tignino is on the Board of Directors for Many Mansions, serving as the Director of the Finance
Committee. Until 2001, Mr. Tignino was a member of the board of directors of a Thousand Oaks, California based community bank.



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PART IV

Item 15.Exhibits



|              |  |                                                                                                   
|------------- |  | --------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Title                                                                                     
|31.1          |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|31.2          |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



FCB BANCORP(Registrant)/S/    C.G. KUMC.G. Kum(President and Chief Executive Officer)


Date: January 10, 2007

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                         |  |                                                                                                                     |  |                 
|------------------------ |  | ------------------------------------------------------------------------------------------------------------------- |  | ----------------
|Signature                |  | Title                                                                                                               |  | Date            
|                         |  |                                                                                                                    
|* Richard D. Aldridge    |  | Vice Chairman                                                                                                       |  | January 10, 2007
|                         |  |                                                                                                                    
|* John
W. Birchfield     |  | Chairman of the Board                                                                                               |  | January 10, 2007
|                         |  |                                                                                                                    
|* Tenisha M. Fitzgerald  |  | Director                                                                                                            |  | January 10, 2007
|                         |  |                                                                                                                    
|/S/    C.G.
KUM C.G. Kum |  | Director, President and Chief Executive Officer (Principal Executive Officer)                                       |  | January 10, 2007
|                         |  |                                                                                                                    
|* Syble R. Roberts       |  | Director                                                                                                            |  | January 10, 2007
|                         |  |                                                                                                                    
|* Romolo Santarosa       |  | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |  | January 10, 2007
|                         |  |                                                                                                                    
|* Thomas Tignino         |  | Director                                                                                                            |  | January 10, 2007

|     |  |                          
|---- |  | -------------------------
|     | 
|*By: |  | /S/    C.G. KUM          
|     |  | C.G. Kum Attorney-in-fact



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