================================================================================

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                       For the period ended March 31, 2000

                                       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 Number : 0-12499

                             First Financial Bancorp
             (Exact name of registrant as specified in its charter)

               California                                        94-28222858
     (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                          Identification No.)

 701 South Ham Lane ,  Lodi,  California                            95242
(Address of principal executive offices)                         (Zip Code)

                                 (209)-367-2000
              (Registrant's telephone number, including area code)

                                       NA
              (Former name, former address and former fiscal year,
                         if changed since last report.)

     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.

                            [ X ] Yes         [   ] No

     As of May 8, 2000  there  were  1,445,034  shares of Common  Stock,  no par
value, outstanding.

================================================================================


<PAGE>
<TABLE>



                             FIRST FINANCIAL BANCORP

                                    FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 2000

                                TABLE OF CONTENTS

<CAPTION>
                                                                                            Page
                                                                                            ----
<S>               <C>                                                                       <C>
                                     PART I

Item 1.           Financial Statements ....................................................  1

Item 2.           Management's Discussion  and Analysis of Financial Condition and
                  Results of Operations ...................................................  6

Item 3.           Quantitative and Qualitative Disclosures about Market Risk............... 11



                                     PART II

Item 1.           Legal Proceedings ....................................................... 11

Item 2.           Changes in Securities ................................................... 11

Item 3.           Defaults Upon Senior Securities ......................................... 11

Item 4.           Submission of Matters to a Vote of Security Holders ..................... 11

Item 5.           Other Information ....................................................... 11

Item 6.           Exhibits and Reports on Form 8-K ........................................ 11

</TABLE>


<PAGE>

<TABLE>

ITEM 1. FINANCIAL STATEMENTS

                                              FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                                     Consolidated Balance Sheets
                                                 (in thousands except share amounts)
<CAPTION>

                                                                                                      Mar. 31              Dec. 31
                                                                                                         2000                1999
                                                                                                      ---------           ---------
<S>                                                                                                   <C>                 <C>
Assets

Cash and due from banks                                                                               $   9,654           $   9,309
Federal funds sold                                                                                        1,300                 100
Investment securities available for sale, at fair value                                                  35,019              36,096


Loans                                                                                                   111,221             112,174
Less allowance for loan losses (Note 3)                                                                   2,617               2,580
                                                                                                      ---------           ---------

  Net loans                                                                                             108,604             109,594

Bank premises and equipment, net                                                                          7,198               7,096
Accrued interest receivable                                                                               1,373               1,487
Other assets                                                                                             12,966              12,652
                                                                                                      ---------           ---------

                                                                                                      $ 176,114           $ 176,334
                                                                                                      =========           ==========
Liabilities and Stockholders' Equity

Liabilities:
    Deposits

       Noninterest bearing                                                                            $  19,471           $  21,054
       Interest bearing                                                                                 141,025             135,107
                                                                                                      ---------           ---------

          Total deposits                                                                                160,496             156,161


    Accrued interest payable                                                                                294                 304
    Short term borrowings                                                                                  --                 4,300
    Other liabilities                                                                                       556               1,048
                                                                                                      ---------           ---------

          Total liabilities                                                                             161,346
                                                                                                                            161,813

Stockholders' equity:

     Common stock - no par value; authorized 9,000,000 shares, issued and
          outstanding in 2000 and 1999, 1,445,034 and 1,433,734,
          respectively                                                                                    8,518               8,433
    Retained earnings                                                                                     6,627               6,354

     Accumulated other comprehensive loss                                                                  (377)               (266)
                                                                                                      ---------           ---------

          Total stockholders' equity                                                                     14,768              14,521
                                                                                                      ---------           ---------


                                                                                                      $ 176,114           $ 176,334
<FN>

See accompanying notes.
</FN>
</TABLE>

                                                                 1
<PAGE>



                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                        Consolidated Statements of Income
                     (in thousands except per share amounts)

                                                    Three Months Ended March 31,
                                                                 2000      1999
                                                                ------    ------

                                                   (Dollar amounts in thousands,
                                                       except per share amounts)

Interest income:

   Loans, including fees                                        $2,564    $2,246
   Investment securities:
            Taxable                                                453       580
            Exempt from Federal taxes                              137        52
   Federal funds sold                                               42        80
                                                                ------    ------

            Total interest income                                3,196     2,958

Interest expense:

   Deposit accounts                                              1,035       938
                                                                ------    ------

            Net interest income                                  2,161     2,020

Provision for loan losses                                           35       100
                                                                ------    ------

            Net interest income after provision for loan         2,126     1,920
losses

Noninterest income:

    Service charges                                                315       208
    Premiums and fees from SBA and mortgage operations             190       216
    Miscellaneous                                                  157        61
                                                                ------    ------

            Total noninterest income                               662       485

Noninterest expense:

    Salaries and employee benefits                               1,118       932
    Occupancy                                                      201       199
    Equipment                                                      179       156
    Other                                                          841       702
                                                                ------    ------

            Total noninterest expense                            2,339     1,989
                                                                ------    ------

            Income before provision for income taxes               449       416

Provision for income taxes                                         103       143
                                                                ------    ------

            Net income                                          $  346    $  273
                                                                ======    ======
            Net income per share:

            Basic (Note 2)                                      $ 0.23    $ 0.19
                                                                ======    ======
            Diluted (Note 2)                                    $ 0.22    $ 0.19
                                                                ======    ======

See accompanying notes.



                                       2
<PAGE>

<TABLE>

                                   FIRST FINANCIAL BANCORP AND SUBSIDIARIES

                   Consolidated Statements of Stockholders' Equity and Comprehensive Income
                                      (in thousands except share amounts)

<CAPTION>
Three Months Ended March 31, 1999

                                                                                           Accumulated
                                        Common       Common                                   Other
                                         Stock        Stock     Comprehensive   Retained  Comprehensive
            Description                 Shares       Amounts        Income      Earnings     Income          Total
------------------------------------- ------------ ------------ --------------- -------- ---------------- ------------
<S>                                     <C>           <C>            <C>          <C>                <C>       <C>
Balance at December 31, 1998            1,349,292     $  7,584                    5,971              302       13,857


Comprehensive income:

   Net income                                                        $     273      273                           273
                                                                ---------------
   Other comprehensive loss:
      Unrealized holding losses on
      securities available for sale
      arising during the current period,
      net of tax benefit of $48                                            (98)
                                                                ---------------
          Total other comprehensive loss                                   (98)                      (98)         (98)
                                                                ===============
   Comprehensive income                                              $     175
                                                                ===============
Options exercised                          30,525          206                                                    206
Cash dividend declared                                                              (68)                          (68)
                                      ============ ============                 ======== ================ ============
Balance at March 31, 1999               1,379,817     $  7,790                    6,176              204       14,170
                                      ============ ============                 ======== ================ ============



Three Months Ended March 31, 2000

                                                                                           Accumulated
                                        Common       Common                                   Other
                                         Stock        Stock     Comprehensive   Retained  Comprehensive
            Description                 Shares       Amounts        Income      Earnings      Loss           Total
------------------------------------- ------------ ------------ --------------- -------- ---------------- ------------
                                        1,433,734     $  8,433                    6,354             (266)      14,521
Balance at December 31, 1999

Comprehensive income:

   Net income                                                   $          346      346                           346
                                                                ---------------
   Other comprehensive loss:
      Unrealized holding losses on
      securities available for sale
      arising during the current period,
      net of tax benefit of $81                                           (111)
                                                                ---------------
          Total other comprehensive loss                                  (111)                     (111)        (111)
                                                                ===============
   Comprehensive income                                         $          235
                                                                ===============
Options exercised                          11,300           85                                                     85
Cash dividend                                                                       (73)                          (73)
                                      ============ ============                 ======== ================ ============
Balance at March 31, 2000               1,445,034     $  8,518                    6,627             (377)      14,768
                                      ============ ============                 ======== ================ ============

<FN>
See accompanying notes.
</FN>
</TABLE>


                                                           3
<PAGE>

<TABLE>
                                              FIRST FINANCIAL BANCORP AND SUBSIDIARIES

                                                Consolidated Statements of Cash Flows
                                                           (in thousands)
                                                    Three Months Ended March 31,

<CAPTION>
                                                                                                            2000              1999
                                                                                                         --------          --------
<S>                                                                                                      <C>               <C>
Cash flows from operating activities:

Net income

     Adjustments  to  reconcile  net  income to net cash  provided  by (used in)
     operating activities:                                                                               $    346          $    273

          Decrease in loans held for sale                                                                    (193)           (2,164)
          Increase (decrease) in deferred loan income                                                           8               (11)
          Depreciation and amortization                                                                       309               266
          Provision for loan losses                                                                            35               100
          Decrease in accrued interest receivable                                                             114               289
          Decrease in accrued interest payable                                                                (10)              (54)
          Decrease in other liabilities                                                                      (492)              (83)
          Increase in cash surrender value of life insurance                                                 (108)              (29)
          Decrease (increase) in other assets                                                                 711               (10)
                                                                                                         --------          --------
          Net cash provided by (used in) operating activities                                                 720            (1,423)


Cash flows from investing activities:

    Proceeds from maturity of available-for-sale securities                                                 1,733             6,313
    Proceeds from sale of available-for-sale securities                                                      --                 750
    Purchases of available-for-sale securities                                                               (899)           (8,150)
    Net decrease in loans made to customers                                                                 1,140             4,256
    Proceeds from sale of other real estate                                                                    10              --
    Purchase of cash surrender value life insurance                                                          (900)             --
    Purchases of bank premises and equipment                                                                 (306)             (159)
                                                                                                         --------          --------

                  Net cash provided by investing activities                                                   778             3,010


Cash flows from financing activities:

    Net increase (decrease) in deposits                                                                     4,335            (1,203)
    Decrease in other borrowings                                                                           (4,300)             --
    Dividends paid                                                                                            (73)              (68)
    Proceeds from issuance of common stock                                                                     85               206
                                                                                                         --------          --------
                  Net cash provided by (used in) financing activities                                          47            (1,065)
                  Net increase in cash and cash equivalents                                                 1,545               522

Cash and cash equivalents at beginning of period                                                            9,409            12,129
                                                                                                         --------          --------

Cash and cash equivalents at end of period                                                               $ 10,954          $ 12,651
                                                                                                         ========          ========
Supplemental Discolsures of Cash Flow Information:

    Cash paid for interest payments                                                                      $  1,045               992
    Cash paid for taxes                                                                                  $    120                50


<FN>
See accompanying notes.
</FN>
</TABLE>

                                                                 4
<PAGE>


                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999

(1) Summary of Significant Accounting Policies

     The  accounting  and  reporting  policies of First  Financial  Bancorp (the
     Company) and its  subsidiaries,  Bank of Lodi, N.A., (the Bank) and Western
     Auxiliary  Corporation  (WAC) conform with  generally  accepted  accounting
     principles  and  prevailing  practices  within  the  banking  industry.  In
     preparing the consolidated financial statements,  Management is required to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities as of the date of the balance sheet and revenue and expense
     for the period. Actual results could differ from those estimates applied in
     the preparation of the consolidated financial statements. There were no new
     accounting standards adopted during the current period.

(2) Weighted Average Shares Outstanding

     Per share  information  is based on  weighted  average  number of shares of
     common  stock  outstanding  during each  three-month  period  after  giving
     retroactive  effect  for the  five  percent  stock  dividend  declared  for
     shareholders  of record May 9, 2000,  payable May 23, 2000.  Basic earnings
     per  share  (EPS)  is  computed  by  dividing   net  income   available  to
     shareholders by the weighted average common shares  outstanding  during the
     period.  Diluted  earnings  per share is computed  by  dividing  net income
     available to shareholders by the weighted average common shares outstanding
     during  the  period  plus  potential  common  shares  outstanding.  Diluted
     earnings per share  reflects  the  potential  dilution  that could occur if
     securities  or other  contracts  to issue  common  stock were  exercised or
     converted  into common  stock or resulted in the  issuance of common  stock
     that then shared in the earnings of the Company.

<TABLE>

     Basic and diluted  earnings  per share for the three months ended March 31,
     2000 and 1999 were computed as follows:

<CAPTION>
                                                                         Income              Shares        Per-Share
         Three months ended March 31, 2000                             (numerator)       (denominator)       Amount
         ---------------------------------------------------------- ------------------ ------------------- ----------
<S>                                                                         <C>                 <C>            <C>
         Basic earnings per share                                           $ 346,000           1,509,565      $ .23
         Effect of dilutive securities                                              -              32,240          -
                                                                    ------------------ -------------------
         Diluted earnings per share                                         $ 346,000           1,541,805      $ .22
                                                                    ================== ===================

                                                                         Income              Shares        Per-Share
         Three months ended March 31, 1999                             (numerator)       (denominator)       Amount
         ---------------------------------------------------------- ------------------ ------------------- ----------
         Basic earnings per share                                           $ 273,000           1,423,873      $ .19
         Effect of dilutive securities                                              -              48,769          -
                                                                    ------------------ -------------------
         Diluted earnings per share                                         $ 273,000           1,472,642      $ .19
                                                                    ================== ===================
</TABLE>


(3) Allowance for Loan Losses

                                                     Quarter            Year
                                                       Ended            Ended
                                                     3/31/00          12/31/99
                                                    ----------      ---------

         Balance at beginning of period             $ 2,580,000     1,564,000
            Loans charged off                            (4,000)     (110,000)
            Recoveries                                    6,000        75,000
            Provisions charged to operations             35,000     1,051,000
                                                    ----------      ---------
         Balance at end of period                   $ 2,617,000     2,580,000
                                                    ===========     =========



                                        5
<PAGE>


Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

Cautionary  Statement  for the  Purposes  of the Safe Harbor  Provisions  of the
Private Securities Litigation Reform Act of 1995.

The Company is including the following cautionary statement to take advantage of
the "Safe Harbor" provisions of the Private Securities  Litigation Reform Act of
1995 for any  forward-looking  statement  made by, or on behalf of, the Company.
The factors  identified in this cautionary  statement are important factors (but
not necessarily all important factors) that could cause actual results to differ
materially from those expressed in any forward-looking  statement made by, or on
behalf of, the Company.

Where any such forward-looking statement includes a statement of the assumptions
of bases underlying such forward-looking  statement,  the Company cautions that,
while it believes such  assumptions  or bases to be reasonable and makes them in
good faith,  assumed facts or bases almost always vary from actual results,  and
the  differences  between  assumed  facts or bases  and  actual  results  can be
material,  depending  on  the  circumstances.   Where,  in  any  forward-looking
statement,  the Company expresses an expectation or belief as to future results,
such  expectation  or belief is  expressed  in good faith and believed to have a
reasonable  basis,  but  there  can  be  no  assurance  that  the  statement  of
expectation or belief will result, or be achieved or accomplished.

Taking into account the foregoing, such risks and uncertainties include, but are
not  limited  to, the  following  factors:  competitive  pressure in the banking
industry; changes in the interest rate environment; general economic conditions,
either  nationally  or  regionally  becoming  less  favorable  than expected and
resulting  in, among other  things,  a  deterioration  in credit  quality and an
increase in the provision for possible  loan losses;  changes in the  regulatory
environment;  changes  in  business  conditions;  volatility  of rate  sensitive
deposits; operational risks, including data processing system failures or fraud;
asset/liability   matching  risks  and  liquidity  risks;  and  changes  in  the
securities markets.

The  following  discussion  addresses  information  pertaining  to the financial
condition  and results of  operations  of the Company  that may not be otherwise
apparent  from a review of the  consolidated  financial  statements  and related
footnotes.  It should be read in  conjunction  with those  statements  and notes
found on pages 1 through 5, as well as other  information  presented  throughout
this report.

Changes in Financial Condition

Consolidated  total  assets  at March  31,  2000  were  decreased  approximately
$200,000 from December 31, 1999. While  non-interest  bearing deposits decreased
by $1.6  million or 7.5% during the first  quarter,  interest  bearing  deposits
increased $5.9 million or 4.4%. The decrease in non-interest bearing deposits is
consistent with historical  trends which reflect a seasonal  decline in deposits
during  the  first  quarter  that  is  typically   associated   with  the  local
agricultural  industry.  The increase in interest bearing deposits is the direct
result of a certificate of deposit campaign  initiated by the company during the
month  of  February,  2000.  During  that  time,  the  Company  increased  total
certificates of deposit by  approximately  $6.3 million.  The primary purpose of
the  Certificate of Deposit  campaign was not to generate new deposits.  Rather,
the  purpose  was to  bring  new  account  relationships  to the  Company  while
introducing  a sales type  culture to the  company's  employees.  As part of the
campaign,  the Company  initiated  an employee  referral and  incentive  program
designed to promote individual sales activity.

The loan  portfolio  decreased by 1%, or $1 million,  from  December 31, 1999 to
March 31, 2000. The decrease reflects the sale of approximately  $1.2 million in
Small  Business  Administration  ("SBA") and mortgage  loans which were held for
sale to the secondary  market at December 31, 1999. At March 31, 2000,  the Bank
did not have any loans held for sale to the secondary market. The portion of the
commercial  loan portfolio  consisting of agriculture  loans started to increase
towards the end of 1999 and decreased by approximately $750,000 during the first
quarter  of  2000.  Agriculture  lines of  credit  are  cyclical  in  nature  as
historically  borrowers  draw on their  lines of  credit  in the  Spring.  It is
anticipated  that the  agriculture  loans will peak to $21 million in the Summer
before payoffs occur in the Fall. At March 31, 2000,  agricultural loans totaled
approximately  $17.1 million.  Real estate and construction  loans increased 3%,
and 4%, respectively,  from the end of 1999. Commercial  (excluding  agriculture
loans),  mortgage and SBA loans decreased 9%, 12%, and 2%, respectively,  during
the first quarter.

The  allowance  for loan  losses  (the  "allowance")  is  established  through a
provision  for possible loan losses  charged to expense.  The allowance at March
31, 2000 was in excess of the December 31, 1999  allowance by $37  thousand,  or
1.4%,  as a result of a provision  for $35  thousand  and net  recoveries  of $2
thousand.  Nonperforming  loans increased by $2.3 million,  to $4.6 million from
December  31,  1999 to March 31,  2000,  and the  allowance  for loan  losses to
nonperforming  loan coverage ratio decreased to 0.57 times from 2.74 times.  The
increase in nonaccrual loans was primarily  attributable to three



                                       6
<PAGE>

loans  totaling  approximately  $1.8  million.   Management  believes  that  the
allowance at March 31, 2000 is adequate to absorb known and reasonably estimated
loan losses. However, there can be no assurances that future economic events may
negatively  impact the Bank's  borrowers,  thereby causing loan losses to exceed
the current allowance. The following tables depict activity in the allowance for
loan losses and  allocation  of reserves for and at the three and twelve  months
ended March 31, 2000 and December 31, 1999, respectively:

Analysis of the Allowance for Loan

Losses

                                                       Quarter            Year
                                                        Ended            Ended
                                                       3/31/00          12/31/99
                                                       -------          -------

Balance at beginning of period                         $ 2,580            1,564
Charge-offs:
   Commercial                                             --                (90)
   Real estate                                            --               --
   Consumer                                                 (4)             (20)
                                                       -------          -------
   Total charge-offs                                        (4)            (110)
Recoveries:
   Commercial                                             --                 68
   Real estate                                            --               --
   Consumer                                                  6                7
                                                       -------          -------
   Total recoveries                                          6               75
                                                       -------          -------
Net recoveries (charge-offs)                                 2              (35)
Provision charged to operations                             35            1,051
                                                       -------          -------
Balance at end of period                               $ 2,617            2,580
                                                       =======          =======




Allocation of the Allowance for Loan Losses

                      3/31/00        3/31/00           12/31/99         12/31/99
Loan Category        Amount        % of Loans           Amount        % of Loans
-------------       ------         ----------           ------        ----------
Commercial                647         78.69%              538           79.03%
Real Estate               301         18.34%              366           18.04%
Consumer                    2          2.97%                1            2.93%
Unallocated             1,667            N/A            1,675              N/A
                    ---------        ------             -----          ------
                    $   2,617        100.00%            2,580          100.00%
                    =========        ======             =====          ======

Investments

Investment in bonds decreased by $1.1 million,  or 3%, from December 31, 1999 to
March  31,  2000.   The  decline   represents   matured  bonds  and   securities
contractually  called by issuers.  The  matured and called  bonds over the first
quarter of 2000 were  reinvested  primarily  in Federal  funds in order to avoid
market risk over the short-term before funding loans.


                                       7
<PAGE>


Equity

Consolidated  equity  increased by $247 thousand from December 31, 1999 to March
31, 2000. Consolidated equity represented 8.39% and 8.23% of consolidated assets
at March 31, 2000 and December 31, 1999,  respectively.  Stock option  exercises
during the three months ended March 31, 2000  increased  equity by $85 thousand.
The increase in equity from earnings of $346 thousand for the three months ended
March 31, 2000 exceeded  reductions from dividend payments of $73 thousand and a
reduction  to equity of $111  thousand to reflect  the  after-tax  market  value
decline of the available-for-sale  investment securities portfolio. The decrease
in the investment security portfolio's market value reflects the increase in the
level market interest rates at March 31, 2000 compared to December 31, 1999.

The total risk-based  capital ratio for the Company's  wholly owned  subsidiary,
Bank of Lodi was 10.79% at March 31, 2000  compared  to 10.51% at  December  31,
1999. The increase in the total  risk-based  capital ratio is largely a function
of the  increased  earnings  of the  Company.  For  each  dollar  in new  loans,
risk-weighted assets increase by eighty cents. The Bank's leverage capital ratio
was 7.73% at March 31,  2000  versus  7.82% at December  31,  1999.  The capital
ratios are in excess of the regulatory minimums for a well-capitalized bank.

Changes in Results of Operations- Three Months ended March 31, 2000

Summary of Earnings Performance

-------------------------------------------------------------------------------
                                   For the three months ended March 31:

                                   --------------------------------------------
                                                 2000                     1999
                                                 ----                     ----
Net income (in thousands)                       $ 346                      273
------------------------------------------------------ ------------------------
Basic net income per share                      $ .23                      .19
Diluted net income per share                      .22                      .19
Return on average assets                        0.79%                    0.68%
Return on average equity                        9.46%                    7.90%
Dividend payout ratio                          20.58%                   24.91%
------------------------------------------------------ ------------------------
------------------------------------------------------ ------------------------
Average equity to average assets                8.34%                    8.55%
------------------------------------------------------ ------------------------


Net income for the quarter  increased 27% compared to the first quarter of 1999.
Net interest income  increased by 7% as a result of an increase in total average
loans combined with an overall  increase in interest rates.  Noninterest  income
increased by 37%, while noninterest expense increased by 18%. Based upon the net
income  for the three  months  ended  March 31,  2000,  the  Company's  board of
directors  declared a 5% stock dividend  payable May 23, 2000 to shareholders of
record on May 9, 2000.


                                       8
<PAGE>

<TABLE>
Net Interest Income

The following table provides a detailed  analysis of the net interest spread and
net interest margin for the periods indicated:

<CAPTION>
          -------------------------------------- ------------------------------- --------------------------------

                                                     For the Quarter Ended            For the Quarter Ended
                                                         March 31, 2000                  March 31, 1999
                                                         (in thousands)                  (in thousands)

          -------------------------------------- ------------------------------- --------------------------------

                                                 Average     Income/             Average     Income/
                                                  Balance   Expenses   Yield(1)   Balance    Expenses   Yield(1)
                                                  -------   --------   --------   -------    --------   --------
<S>                                               <C>             <C>     <C>     <C>              <C>     <C>

          Earning Assets:

          Investment securities (1)               $ 45,150        590     5.18%   $ 48,425         632     5.29%

          Federal funds sold                         2,880         42     5.76%      6,796          80     4.77%

          Loans (2)                                111,250      2,564     9.14%     92,137       2,246     9.89%
                                                   -------      -----     -----     ------       -----     -----

                                                  $159,280      3,196     7.96%   $147,358       2,958     8.14%
                                                 =========      =====     ====    ========        ===      ====

          Liabilities:

          Noninterest bearing deposits            $ 19,320         --        --   $ 18,098          --        --

          Savings, money market, & NOW deposits     83,820        335     1.59%     80,748         330     1.66%

          Time deposits                             51,890        620     4.74%     50,071         608     4.92%

          Other borrowings                           5,336         80
                                                 ---------      -----

          Total Liabilities                      $ 160,366      1,035     2.56%   $148,917        938      2.55%
                                                 =========      =====     ====    ========        ===      ====

          Net Interest Spread                                             5.40%                            5.59%
                                                                          =====                            =====
          -------------------------------------- ---------- ---------- --------- ---------- ----------- ---------

                                                 Earning     Income              Earning      Income
                                                  Assets    (Expense)   Yield     Assets    (Expense)    Yield
                                                  ------    ---------   -----     ------    ---------    -----

          Yield on average  earning assets        $159,280      3,196     8.14%   $147,358       2,958     8.14%

          Cost of funding average earning         $159,280    (1,035)   (2.56%)   $147,358       (938)   (2.58%)
                                                              -------   -------                  -----   -------
          assets

          Net Interest Margin                     $159,280      2,161     5.40%   $147,358       2,020     5.56%
                                                                =====     =====                  =====     =====
          -------------------------------------- ---------- ---------- --------- ---------- ----------- ---------

<FN>
         (1) Yield for period annualized on actual number of days in period and based on a 365-day year.

         (2) Income on tax-exempt securities has not been adjusted to a tax equivalent basis.

         (3) Nonaccrual loans are included in the loan totals for each period; however, only collected interest on such
             loans is included in interest income.
</FN>
</TABLE>

Net interest income for the first quarter of 2000 increased by $141 thousand, or
7%,  over the same  quarter  of 1999.  The net  interest  margin  of 5.40% was a
decrease from the 5.56% for the first quarter of 1999,  primarily as a result of
interest forgone on nonaccrual loans. During the first quarter of 2000, interest
income of $71  thousand  was forgone as a result of loans  placed on  nonaccrual
during the quarter. The Company increased it tax exempt investment portfolio and
experienced  corresponding  reductions in money market funds. While the increase
in municipal  securities reduced the pretax investment yield, it has reduced the
Company's  overall effective tax rate. The Company's cost of funds have remained
relatively unchanged.

Loan yields for the first quarter of 2000 were 75 basis points lower from a year
ago,  while average  loans  increased by $19.1  million,  or 21%, over the prior
year. As a percentage of total earning assets,  average loans  outstanding  were
70% compared to 63% at the end of the first  quarter of 1999 and 69% at year-end
1999.  The increased mix of loans in earning  assets helped to offset the effect
of declining  market yields in investments.  The growth in average loans was the
result  of  persistent  business  development  efforts  on the part of the banks
officers and  employees in both  existing and  new-branch  markets and favorable
economic  conditions  that  have  stimulated  mortgage  demand  and real  estate
activity.  The decline in loan yields was negatively impacted as a result of the
$2.3 million in loans placed on nonaccrual during the period.




                                        9
<PAGE>

Average  deposits  for the three  months  ended March 31, 2000  increased  by $6
million, or 4%, compared to the prior year quarter.  Average noninterest bearing
deposits have kept pace with the growth in interest bearing deposits from a year
ago and continue to make up 12% of average  total  deposits.  This has helped to
keep down the cost of funding  earning assets.  Average  certificates of deposit
were 33% of average  deposits  for the three months ended March 31, 2000 and for
the same period in the prior year quarter.

Provision for Loan Losses

The Bank  provided  $35 thousand to the  allowance in the first  quarter of 2000
which is  attributable  to general loss reserves that have been  established  in
connection  with  loan  portfolio  growth.  The  allowance  for loan  losses  is
discussed above under Changes in Financial Condition.

Noninterest Income

Noninterest income for the first quarter of 2000 increased by $177 thousand,  or
37%,  over  the same  period  last  year.  Of the  increase,  $107  thousand  is
attributable to increases on service charges on deposit  accounts.  The increase
in service  charge  income comes as a result of a 4% increase in average  demand
and savings accounts combined with general increases in deposit product pricing.

Income from the sale and servicing of loans  decreased by $26 thousand,  or 12%,
compared  to the prior year  quarter.  The  decreased  income  from the sale and
servicing of loans is due to a general  decline in these  markets as compared to
the same quarter of 1999.

Noninterest Expenses

Noninterest  expenses increased by $350 thousand,  or 18%, compared to the prior
year quarter.  Personnel expense increased $186 thousand, or 20%, as a result of
additions to staff during the year  combined  with general  merit  increases for
existing  personnel.  Occupancy  expense  increased $2 thousand or 1%. Equipment
expense  increased  $23  thousand,  or 15%, as a result of  depreciation  of new
equipment.  Other noninterest expense increased $139 thousand, or 20%, primarily
as a result of an increase of $82 thousand in marketing  expense and an increase
of $44 thousand in consulting  fees. The increase in marketing  expense resulted
from efforts  initiated to promote the Bank,  its  products  and  services.  The
increase  in  consulting  fees  resulted  from the Bank's  strategic  efforts to
increase revenue sources and the utilization of technology.

Basis of Presentation

First  Financial  Bancorp is the  holding  company  for Bank of Lodi,  N.A.  and
Western Auxiliary  Corporation.  In the opinion of management,  the accompanying
unaudited consolidated financial statements reflect all adjustments  (consisting
of normal  recurring  accruals and other accruals as explained  above) necessary
for a fair  presentation  of financial  position as of the dates  indicated  and
results of operations for the periods shown. All material  intercompany accounts
and  transactions  have been  eliminated  in  consolidation.  In  preparing  the
financial  statements,  management is required to make estimates and assumptions
that affect the reported  amounts.  The results for the three months ended March
31, 2000 are not necessarily indicative of the results which may be expected for
the  year  ended  December  31,  1999.  The  unaudited   consolidated  financial
statements  presented herein should be read in conjunction with the consolidated
financial   statements   and  notes  included  in  the  1999  Annual  Report  to
Shareholders.


                                       10
<PAGE>

ITEM 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

While there are several  varieties of market risk,  the market risk  material to
the Company and the Bank is interest  rate risk.  Within the context of interest
rate risk,  market  risk is the risk of loss due to  changes in market  interest
rates that have an adverse effect on net interest income,  earnings,  capital or
the fair  value of  financial  instruments.  Exposure  to this type of risk is a
regular part of a financial institution's operations. The fundamental activities
of making  loans,  purchasing  investment  securities,  and  accepting  deposits
inherently  involve  exposure to interest  rate risk.  The Company  monitors the
repricing  differences  between  assets and  liabilities  on a regular basis and
estimates  exposure to net interest income,  net income,  and capital based upon
assumed  changes in the market yield curve. As of and for the three months ended
March 31, 2000, there were no material changes in the market risk profile of the
Company or the Bank as described in the Company's 2000 Form 10-K.

PART II -- OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  Not Applicable.

ITEM 2.           CHANGES IN SECURITIES

                  Not Applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not Applicable

ITEM 5.           OTHER INFORMATION

                  Not Applicable

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

      (a)         Exhibits

                  Exhibit No.       Description

                     3(a)           Articles of Incorporation, as amended, filed
                                    as Exhibit 3.1 to the Company's General Form
                                    for  Registration  of Securities on Form 10,
                                    filed  on  September  21,  1983,  is  hereby
                                    incorporated by reference.

                     3(b)           Bylaws, as amended, filed as Exhibit 3(b) to
                                    the  Company's  Form 10K for the year  ended
                                    December 31, 1998 are hereby incorporated by
                                    reference.

                     4              Specimen Common Stock Certificate,  filed as
                                    Exhibit 4.1 to the  Company's  General  Form
                                    for  Registration  of Securities on Form 10,
                                    filed  on  September  21,  1983,  is  hereby
                                    incorporated by reference.

                     10(a)          First Financial  Bancorp 1991 Director Stock
                                    Option Plan and form of  Nonstatutory  Stock
                                    Option  Agreement,  filed as Exhibit  4.1 to
                                    the   Company's   Form   S-8    Registration
                                    Statement (Registration No. 33-40954), filed
                                    on May 31, 1991, is hereby  incorporated  by
                                    reference.

                     10(b)          Amendment  to First  Financial  Bancorp 1991
                                    Director Stock Option Plan, filed as Exhibit
                                    4.3   to   the   Company's    Post-Effective
                                    Amendment  No.  1 to Form  S-8  Registration
                                    Statement (Registration No. 33-40954), filed
                                    as  Exhibit  10 to the  Company's  Quarterly
                                    Report  on Form  10-Q for the  period  ended
                                    March 31, 1995,  is hereby  incorporated  by
                                    reference.

                     10(c)          First Financial  Bancorp 1991 Employee Stock
                                    Option  Plan and  forms of  Incentive  Stock
                                    Option  Agreement  and  Nonstatutory   Stock
                                    Option  Agreement,  filed as Exhibit  4.2 to
                                    the   Company's   Form   S-8    Registration
                                    Statement (Registration No. 33-40954), filed
                                    on May 31, 1991, is hereby  incorporated  by
                                    reference.

                                       11
<PAGE>

                     10(d)          Bank of Lodi Employee Stock  Ownership Plan,
                                    filed as Exhibit 10 to the Company's  Annual
                                    Report  on  Form  10-K  for the  year  ended
                                    December 31, 1992, is hereby incorporated by
                                    reference.

                     10(e)          First  Financial  Bancorp  1997 Stock Option
                                    Plan,  filed as Exhibit 10 to the  Company's
                                    Quarterly Report on Form 10-Q for the period
                                    ended   September   30,   1997,   is  hereby
                                    incorporated by reference.

                     10(f)          Bank of Lodi  Incentive  Compensation  Plan,
                                    filed  as  Exhibit  10(f)  to the  Company's
                                    Annual  Report  on Form  10-K  for the  year
                                    ended   December   31,   1997,   is   hereby
                                    incorporated by reference.

                     10(g)          First   Financial   Bancorp   401(k)  Profit
                                    Sharing Plan,  filed as Exhibit 10(g) to the
                                    Company's Annual Report on Form 10-K for the
                                    year  ended  December  31,  1997,  is hereby
                                    incorporated by reference.

                     10(h)          Employment  Agreement  dated as of September
                                    30, 1998,  between First  Financial  Bancorp
                                    and Leon J.  Zimmerman.,  filed  as  Exhibit
                                    10(h) to the Company's  Quarterly  Report on
                                    Form 10-Q for the  quarter  ended  September
                                    30,   1998,   is  hereby   incorporated   by
                                    reference.

                     10(i)          Executive     Supplemental      Compensation
                                    Agreement  effective  as of April  3,  1998,
                                    between  Bank  of  Lodi,  N.A.  and  Leon J.
                                    Zimmerman,  filed  as  Exhibit  10(j) to the
                                    Company's  Quarterly Report on Form 10-Q for
                                    the quarter  ended  September  30, 1998,  is
                                    hereby incorporated by reference.

                     10(j)          Life  Insurance   Endorsement  Method  Split
                                    Dollar Plan Agreement  effective as of April
                                    3, 1998, between Bank of Lodi, N.A. and Leon
                                    J. Zimmerman,  filed as Exhibit 10(l) to the
                                    Company's  Quarterly Report on Form 10-Q for
                                    the quarter  ended  September  30, 1998,  is
                                    hereby incorporated by reference.

                     10(k)          Life  Insurance   Endorsement  Method  Split
                                    Dollar Plan Agreement  effective as of April
                                    3,  1998,  between  Bank of Lodi,  N.A.  and
                                    David M. Philipp,  filed as Exhibit 10(m) to
                                    the Company's  Quarterly Report on Form 10-Q
                                    for the quarter ended September 30, 1998, is
                                    hereby incorporated by reference.

                     10(l)          Form of Director  Supplemental  Compensation
                                    Agreement, effective as of April 3, 1998, as
                                    executed between Bank of Lodi, N.A. and each
                                    of Benjamin R. Goehring,  Michael D. Ramsey,
                                    Weldon D.  Schumacher and Dennis R. Swanson,
                                    filed  as  Exhibit  10(n)  to the  Company's
                                    Quarterly   Report  on  Form  10-Q  for  the
                                    quarter ended  September 30, 1998, is hereby
                                    incorporated by reference.

                     10(m)          Form of Life  Insurance  Endorsement  Method
                                    Split Dollar Plan Agreement, effective as of
                                    April 3, 1998,  as executed  between Bank of
                                    Lodi, N.A. and each of Benjamin R. Goehring,
                                    Michael D. Ramsey,  Weldon D. Schumacher and
                                    Dennis R. Swanson, filed as Exhibit 10(o) to
                                    the Company's  Quarterly Report on Form 10-Q
                                    for the quarter ended September 30, 1998, is
                                    hereby incorporated by reference.

                     10(n)          Form of Director  Supplemental  Compensation
                                    Agreement, effective as of April 3, 1998, as
                                    executed between Bank of Lodi, N.A. and each
                                    of Angelo J.  Anagnos,  Raymond H.  Coldani,
                                    Bozant Katzakian and Frank M. Sasaki,  filed
                                    as Exhibit 10(p) to the Company's  Quarterly
                                    Report  on Form 10-Q for the  quarter  ended
                                    September 30, 1998,  is hereby  incorporated
                                    by reference.

                     10(o)          Form of Life  Insurance  Endorsement  Method
                                    Split Dollar Plan Agreement, effective as of
                                    April 3, 1998,  as executed  between Bank of
                                    Lodi,  N.A.  and each of Angelo J.  Anagnos,
                                    Raymond H.  Coldani,  Bozant  Katzakian  and
                                    Frank M. Sasaki,  filed as Exhibit  10(q) to
                                    the Company's  Quarterly Report on Form 10-Q
                                    for the quarter ended September 30, 1998, is
                                    hereby incorporated by reference.

                     27             Financial    Data    Schedule    (electronic
                                    submission only).


                                       12
<PAGE>


   (b)           Reports on Form 8-K

                     Form 8-K dated March 28, 2000 announcing fourth quarter and
                     full year 1999 financial results and cash dividend.


                     Form 8-K dated April 25, 2000 announcing first quarter 2000
                     financial results and five percent stock dividend.



                                       13
<PAGE>

                                   SIGNATURES

     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.

                                            FIRST FINANCIAL BANCORP

Date: May 8, 2000                           /s/ Leon J. Zimmerman
                                            --------------------------
                                            Leon J. Zimmerman
                                            President & CEO