<TABLE>
<CAPTION>
===========================================================================================
<S>                          <C>                                      <C>
                                        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, 2001

                                             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 7, 2001 there were 1,526,663 shares of Common Stock, no par value, outstanding.


===========================================================================================
</TABLE>


<PAGE>

                             FIRST FINANCIAL BANCORP

                                    FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 2001
                                TABLE OF CONTENTS



                                                                            Page

                                     PART I

Item 1.   Consolidated Financial Statements and Notes to Consolidated
          Financial Statements..............................................   1

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.............................................   7

Item 3.   Quantitative and Qualitative Disclosures about Market Risk........  12




                                     PART II

Item 1.   Legal Proceedings.................................................  12

Item 2.   Changes in Securities.............................................  12

Item 3.   Defaults Upon Senior Securities...................................  12

Item 4.   Submission of Matters to a Vote of Security Holders ..............  12

Item 5.   Other Information.................................................  12

Item 6.   Exhibits and Reports on Form 8-K..................................  12


                                       i

<PAGE>

ITEM 1. FINANCIAL STATEMENTS

                                      FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                            Consolidated Balance Sheets
                                                    (Unaudited)
                                        (in thousands except share amounts)
<TABLE>
<CAPTION>
                                                                                  Mar. 31,              Dec. 31,
Assets                                                                              2001                  2000
                                                                              ----------------     ----------------
<S>                                                                           <C>                  <C>
Cash and due from banks                                                       $         11,734     $         10,909
Federal funds sold and securities purchased under resale agreements                     15,437               10,115
Investment securities available for sale, at fair value                                 30,179               29,560
Loans held for sale                                                                      1,692                1,292


Loans, net of deferred loan fees                                                       112,782              113,292
Less allowance for loan losses                                                           2,684                2,499
                                                                              ----------------     ----------------

  Net loans                                                                            110,098              110,793

Premises and equipment, net                                                              6,944                7,002
Accrued interest receivable                                                              1,228                1,447
Other assets                                                                            15,070               13,946
                                                                              ----------------     ----------------

    Total Assets                                                              $        192,382     $        185,064
                                                                              ================     ================

Liabilities and Stockholders' Equity

Liabilities:
    Deposits
       Noninterest bearing                                                    $         22,810     $         24,223
       Interest bearing                                                                150,608              138,038
                                                                              ----------------     ----------------

          Total deposits                                                               173,418              162,261


    Accrued interest payable                                                               319                  316
    Short term borrowings                                                                    -                4,588
    Other liabilities                                                                    1,742                1,445
                                                                             -----------------     ----------------

          Total liabilities                                                            175,479              168,610


Stockholders' equity:
    Common stock - no par value; authorized 9,000,000
          shares, issued and outstanding in 2001 and 2000,
          1,526,663 and 1,526,063, respectively                                          9,344                9,338
    Retained earnings                                                                    7,086                6,831
     Accumulated other comprehensive income                                                473                  285
                                                                              ----------------     ----------------

          Total stockholders' equity                                                    16,903               16,454
                                                                              ----------------     ----------------


                                                                              $        192,382     $        185,064
                                                                              ================     ================
<FN>
See accompanying notes.
</FN>
</TABLE>
                                                         1

<PAGE>

                              FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                 Consolidated Statements of Income
                                            (Unaudited)
                              (in thousands except per share amounts)
<TABLE>
<CAPTION>

                                                                        Three Months   Ended March 31,
                                                                            2001            2000
                                                                           ------           ------
<S>                                                                        <C>              <C>
Interest income:

   Loans, including fees                                                   $2,685           $2,564
   Investment securities:
            Taxable                                                           373              453
            Exempt from Federal taxes                                          71              137
   Federal funds sold                                                         181               42
                                                                           ------           ------

            Total interest income                                           3,310            3,196

Interest expense:
   Deposit accounts                                                         1,103              955
   Other borrowings                                                             3               80
                                                                           ------           ------
            Total interest expense                                          1,106            1,035

            Net interest income                                             2,204            2,161

Provision for loan losses                                                     190               35
                                                                           ------           ------

            Net interest income after provision for loan losses             2,014            2,126

Noninterest income:
    Gain on sale of other real estate                                         222             --
    Service charges                                                           333              315
    Premiums and fees from SBA and mortgage operations                        217              190
    Miscellaneous                                                             181              157
                                                                           ------           ------

            Total noninterest income                                          953              662

Noninterest expense:
    Salaries and employee benefits                                          1,405            1,118
    Occupancy                                                                 221              201
    Equipment                                                                 231              179
    Other                                                                     808              841
                                                                           ------           ------

            Total noninterest expense                                       2,665            2,339
                                                                           ------           ------

            Income before provision for income taxes                          302              449

Provision for income taxes                                                     47              103
                                                                           ------           ------

            Net income                                                     $  255           $  346
                                                                           ======           ======
            Net income per share:
            Basic                                                          $ 0.16           $ 0.22
                                                                           ======           ======
          Diluted                                                          $ 0.16           $ 0.21
                                                                           ======           ======

Dividends declared per share                                               $ --             $ 0.05
                                                                           ======           ======
<FN>
See accompanying notes.
</FN>
</TABLE>
                                                 2

<PAGE>
<TABLE>

                                        FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                        Consolidated Statements of Stockholders' Equity and Comprehensive Income
                                                      (Unaudited)
                                          (in thousands except share amounts)

<CAPTION>

Three Months Ended March 31, 2001

                                                                                           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, 2000           1,526,063    $  9,338                     6,831          285          16,454

Comprehensive income:
   Net income                                                   $          255     255                          255
                                                                ---------------
   Other comprehensive loss:
      Unrealized holding gain arising
      during the current period, net of tax
      effect of $137                                                       188
                                                                ---------------
        Total other comprehensive income                                   188                  188             188
                                                                ---------------
   Comprehensive income                                         $          443
                                                                ===============
Options exercised                           600            6                                                      6
                                      ------------ ------------                 -------- ---------------- ------------
Balance at March 31, 2001             1,526,663     $  9,344                     7,086          473          16,903
                                      ============ ============                 ======== ================ ============


Three Months Ended March 31, 2000

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

Comprehensive income:

   Net income                                                   $          346     346                          346
                                                                ---------------
   Other comprehensive loss:
      Unrealized holding losses on
      securities available for sale
      arising during the current period,                                  (111)
      net of tax benefit of $81
                                                                ---------------
        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>

                                      FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                        Consolidated Statements of Cash Flows
                                                     (Unaudited)
                                                   (in thousands)
                                            Three Months Ended March 31,
<TABLE>
<CAPTION>

                                                                                       2001                2000
                                                                                   -------------       ------------
<S>                                                                                <C>                 <C>
Cash flows from operating activities:
Net income                                                                         $        255        $        346
     Adjustments  to  reconcile  net income to net cash  provided
     by  operating activities:
          Increase in loans held for sale                                                  (293)               (193)
          Gain on sale of loans                                                            (107)                (80)
          (Decrease) increase in deferred loan income                                       (30)                  8
          Depreciation and amortization                                                     387                 309
          Provision for loan losses                                                         190                  35
          Gain on sale of other real estate owned                                          (222)                  -
          Decrease in accrued interest receivable                                           219                 114
          Increase (decrease) in accrued interest payable                                     3                 (10)
          Increase (decrease) in other liabilities                                          297                (492)
          Increase in cash surrender value of life insurance                               (142)               (108)
          (Increase) decrease in other assets                                              (239)                711
                                                                                   -------------       ------------
          Net cash provided by operating activities                                         318                 640


Cash flows from investing activities:
    Proceeds from maturity of available-for-sale
       securities                                                                         7,888               1,733
    Proceeds from sale of available-for-sale securities                                  (8,104)               (899)
    Net decrease in loans made to customers                                                 535               1,220
    Proceeds from sale of other real estate                                                 627                  10
    Purchase of cash surrender value life insurance                                      (1,500)               (900)
    Purchases of bank premises and equipment                                               (192)               (306)
                                                                                   -------------       ------------

                  Net cash (used in) provided by
                  investing activities                                                     (746)                858


Cash flows from financing activities:
    Net increase in deposits                                                             11,157               4,335
    Decrease in other borrowings                                                         (4,588)             (4,300)
    Dividends paid                                                                            -                 (73)
    Proceeds from issuance of common stock                                                    6                  85
                                                                                   ------------        ------------
                  Net cash provided by financing activities                               6,575                  47

                  Net increase in cash and cash equivalents                               6,147               1,545
Cash and cash equivalents at beginning of period                                         21,024               9,409
                                                                                   ------------        ------------

Cash and cash equivalents at end of period                                         $     27,171        $     10,954
                                                                                   ============        ============

Supplemental Discolsures of Cash Flow Information:
    Cash paid for interest payments                                                $      1,103               1,045
    Cash paid for taxes                                                            $         10                 120
<FN>
See accompanying notes.
</FN>
</TABLE>
                                                         4

<PAGE>


                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                      March 31, 2001 and December 31, 2000
                                   (Unaudited)

(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 accounting  principles  generally
     accepted in the United States of America 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 8, 2001,  payable May 22, 2001.  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.

     The  following  table  provides  a  reconciliation  of  the  numerator  and
     denominator of the basic and diluted earnings per share  computation of the
     three month periods ending March 31, 2001 and 2000:
<TABLE>
<CAPTION>
                                                        Income             Shares       Per-Share
         Three months ended March 31, 2001            (numerator)      (denominator)      Amount
         -----------------------------------------------------------------------------------------
<S>                                                       <C>               <C>           <C>
         Basic earnings per share                         $ 255,000         1,602,653     $ .16
         Effect of dilutive securities                            -            33,377         -
                                                  ------------------------------------
         Diluted earnings per share                       $ 255,000         1,636,030     $ .16
                                                  ====================================

                                                       Income              Shares       Per-Share
         Three months ended March 31, 2000           (numerator)       (denominator)      Amount
         -----------------------------------------------------------------------------------------
         Basic earnings per share                         $ 346,000         1,585,043     $ .22
         Effect of dilutive securities                            -            33,852         -
                                                  ------------------------------------
         Diluted earnings per share                       $ 346,000         1,618,895     $ .21
                                                  ====================================
</TABLE>

(3) Allowance for Loan Losses
                                                      Quarter             Year
                                                        Ended             Ended
         (in thousands)                               3/31/01           12/31/00
                                                     --------         ----------
         Balance at beginning of period              $  2,499             2,580

            Loans charged off                             (15)             (246)
            Recoveries                                     10                30
            Provisions charged to operations              190               135
                                                      -------             -----

         Balance at end of period                     $ 2,684             2,499
                                                      =======             =====


                                        5

<PAGE>

(4) 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,  2001 are not  necessarily  indicative  of the results
         which  may be  expected  for the year  ended  December  31,  2001.  The
         unaudited  consolidated financial statements presented herein should be
         read in  conjunction  with the  consolidated  financial  statements and
         notes included in the 2000 Annual Report to Shareholders.


                                       6

<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 6, as well as other  information  presented  throughout
this report.

Changes in Financial Condition

Consolidated total assets at March 31, 2001 increased $7,318 thousand,  or 4.0%,
from December 31, 2000. While non-interest  bearing deposits decreased by $1,413
thousand, or 5.8%, during the first quarter, interest bearing deposits increased
$12,570  thousand,  or 9.1%. 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  management's  desire to increase  market  share for deposits and to
provide  liquidity to meet the projected loan growth for 2001.  During the first
quarter of 2001,  the Company  experienced  an increase of $4,203  thousand,  or
9.5%, $1,385 thousand,  or 5.2%, and $8,419 thousand, or 16.3%, in NOW accounts,
savings  accounts and certificates of deposit,  respectively,  and a decrease of
$1,437 thousand, or 9.4%, in money market accounts. The increase in certificates
of deposit resulted from the Company offering deposit rates at or slightly above
the  rates  offered  in  its  immediate  market  area.  In  addition,   the  new
certificates  of deposit are from  depositors  in the local markets in which the
Company operates and does not consist of brokered deposits.

Total gross loans decreased by $110 thousand, or 0.1%, from December 31, 2000 to
March 31,  2001.  The net  decrease  in gross loans is  primarily  the result of
increases  of  $1,545  thousand,  or 11.5%,  $536  thousand,  or 3.1%,  and $400
thousand,  or 31%, in commercial loans,  agricultural loans and loans which were
held for sale to the secondary market, respectively, combined with a decrease of
$2,305  thousand,  or 5.2%,  in real estate  loans.  During the first quarter of
2001, the Company opened a Small Business Administration ("SBA") loan production
office in Folsom  California,  moving its operations for SBA loans from its Lodi
office to the Folsom area.

The  allowance  for loan  losses  (the  "allowance")  is  established  through a
provision  for possible loan losses  charged to expense.  The allowance at March
31, 2001 was in excess of the December 31, 2000 allowance by $185  thousand,  or
7.4%, as a result of a provision for $190 thousand combined with net charge offs
of $5  thousand.  Nonperforming  loans  decreased  by $24  thousand,  to  $5,631
thousand at March 31, 2001. Management continues to actively work to resolve the
nonperforming  loans,  the majority of which are secured by real estate that, in
the opinion of management, are well collateralized. Management believes that the
allowance at March 31, 2001 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.


                                       7

<PAGE>

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,
2001 and December 31, 2000, respectively:

Analysis of the Allowance for Loan Losses

                                                           Quarter       Year
                                                            Ended       Ended
                                                           3/31/01    12/31/00
                                                           -------    --------
Balance at beginning of period                             $2,499       2,580
Charge-offs:
   Commercial                                                  --        (201)
   Real estate                                                 --          --
   Consumer                                                   (15)        (45)
                                                           ------       -----
   Total charge-offs                                          (15)       (246)
Recoveries:
   Commercial                                                   2          15
   Real estate                                                 --          --
   Consumer                                                     8          15
                                                           ------       -----
   Total recoveries                                            10          30
                                                           ------       -----
Net recoveries (charge-offs)                                   (5)       (216)
Provision charged to operations                               190         135
                                                           ------       -----
Balance at end of period                                   $2,684       2,499
                                                           ======       =====




Allocation of the Allowance for Loan Losses

                                      3/31/01    3/31/01    12/31/00   12/31/00
Loan Category                          Amount  % of Loans     Amount  % of Loans
-------------                       ---------  ----------  ---------  ----------
Commercial and other real estate    $   1,038      86.55%        879      86.46%
Real estate construction                  552      10.45%        594      10.41%
Installment and other                      --       3.00%          1       3.13%
Unallocated                             1,094        N/A       1,025         N/A
                                    ---------  ---------   ---------  ----------
                                    $   2,684    100.00%       2,499     100.00%
                                    =========  =========   =========  ==========

Investments

Investment  securities  increased by $619 thousand,  or 2.1%,  from December 31,
2000 to March 31, 2001.  The  increase is  primarily  the result of purchases of
$8,104 thousand combined with matured bonds and securities  contractually called
by issuers totaling $7,888 thousand.


                                       8

<PAGE>

Equity

Consolidated  equity  increased by $449 thousand from December 31, 2000 to March
31, 2001. Consolidated equity represented 8.79% and 8.89% of consolidated assets
at March 31, 2001 and December 31,  2000,  respectively.  The increase in equity
during the first quarter of 2001 resulted from earnings of $255 thousand for the
three months ended March 31, 2001  combined with an increase of $188 thousand to
reflect the after-tax market value increase of the available-for-sale investment
securities  portfolio and a $6 thousand increase  resulting from the exercise of
stock options.  The increase in the investment security portfolio's market value
reflects  the decrease in the level of market  interest  rates at March 31, 2001
compared to December 31, 2000.

The total risk-based  capital ratio for the Company's  wholly owned  subsidiary,
Bank of Lodi was 11.27% at March 31, 2001  compared  to 11.27% at  December  31,
2000. The total risk-based capital ratio did not change during the first quarter
of 2001 largely as a result of capital requirements  resulting from increases in
total  risk-weighted  assets being offset by 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 7.99% at March 31,  2001  versus  7.99% at
December 31, 2000. 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, 2001

Summary of Earnings Performance

--------------------------------------------------------------------------------
                                          For the three months ended March 31:
                                       -----------------------------------------
                                                     2001                   2000
                                                     ----                   ----
Net income (in thousands)                           $ 255                  $ 346
--------------------------------------------------------------------------------
Basic net income per share                          $ .16                  $ .22

Diluted net income per share                          .16                    .21

Return on average assets                            0.55%                  0.79%

Return on average equity                            6.26%                  9.46%

Dividend payout ratio                                  --                 20.58%
--------------------------------------------------------------------------------
Average quity to average assets                    8.74%                  8.34%
--------------------------------------------------------------------------------


Net income for the quarter decreased $91 thousand, or 26%, compared to the first
quarter of 2000. Net interest income  increased by 2% as a result of an increase
in interest  income,  which increase  resulted from an increase in total average
loans combined with an overall  increase in the yield on earning assets,  offset
by an increase in interest expense,  which increase resulted from an increase in
total average interest bearing deposits  combined with an increase in rates paid
on those  deposits.  The provision for loan losses  increased $155 thousand,  or
443%.  Noninterest  income  increased $291 thousand,  or 44%, while  noninterest
expense increased $326 thousand, or 14%.

Based  upon the net  income  for the three  months  ended  March 31,  2001,  the
Company's Board of Directors  declared a 5% stock dividend  payable May 22, 2001
to  shareholders  of record on May 8, 2001.  All earnings per share amounts have
been adjusted to give retroactive effect for the stock dividend.


                                       9

<PAGE>

Net Interest Income

The following table provides a detailed  analysis of the net interest spread and
net interest margin for the periods indicated:
<TABLE>
<CAPTION>
          -----------------------------------------------------------------------------------------------------

                                                    For the Quarter Ended           For the Quarter Ended
                                                        March 31, 2001                 March 31, 2000
                                                        (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)              $ 25,318        444     7.11%  $ 45,150         590     5.18%

          Federal funds sold                       13,031        181     5.63%     2,880          42     5.76%

          Loans (2)                               114,875      2,685     9.48%   111,250       2,564     9.14%
                                                  -------      -----     -----   -------       -----     -----

                                                 $153,224      3,310     8.76%  $159,280       3,196     7.96%
                                                  =======      =====     =====   =======       =====     =====

          Liabilities:

          Noninterest bearing deposits           $ 22,344         --        --  $ 19,320          --       --

          Savings, money market, & NOW deposits    86,709        342     1.38%    83,820         335     1.59%

          Time deposits                            55,518        761     5.56%    51,890         620     4.74%

          Other borrowings                            204          3     5.97%     5,336          80     6.00%
                                                  -------      -----     -----   -------       -----     -----

          Total Liabilities                      $164,775      1,106     2.72%  $160,336       1,035     2.56%
                                                  -------      -----     -----   -------       -----     -----

          Net Interest Spread                                            6.04%                           5.40%
                                                                         =====                           =====
          ----------------------------------------------------------------------------------------------------

                                                Earning     Income             Earning      Income
                                                 Assets    (Expense)   Yield    Assets    (Expense)    Yield
                                                 -------   --------   --------   -------    --------   --------
          Yield on average earning assets        $153,224      3,310     8.76%  $159,280       3,196     8.14%

          Cost of funding average earning        $153,224     (1,106)   (2.56%) $159,280      (1,035)   (2.56%)
                                                             -------   -------               -------   -------
          assets

          Net Interest Margin                    $153,224      2,204     5.83%  $159,280       2,161     5.40%
                                                               =====     =====                 =====     =====
          ----------------------------------------------------------------------------------------------------
<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 2001 increased by $43 thousand,  or
2%,  over the same  quarter  of 2000.  The net  interest  margin of 5.83% was an
increase from the 5.40% for the first quarter of 2000,  primarily as a result of
an increase of $3,625  thousand,  or 3.25%, in average loans which was offset by
an  increase of $3,628  thousand,  or 6.99%,  in  certificates  of  deposit.  In
addition,  the yield on loans and certificates of deposit  increased as a result
of the existing  rate  environments  at the time the loans and  certificates  of
deposit were originated.  The average yield on the loans increased from 9.14% to
9.48% and the rate paid for  certificates  of  deposit  increased  from 4.74% to
5.56% at March 31, 2000 to March 31, 2001, respectively.

Nonaccrual  loans at March 31, 2001 and March 31, 2000 totaled  $5,631  thousand
and $4,655 thousand, respectively.  Interest forgone on nonaccrual loans totaled
approximately  $153  thousand and $71 thousand for the three months ending March
31, 2001 and 2000, respectively.


                                       10

<PAGE>

Average  deposits for the three months ended March 31, 2001  increased by $9,541
thousand,  or 6.15%,  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 to make up 13% and 12% of average  total  deposits  at March
31,  2001 and  2000,  respectively.  This has  helped  to keep  down the cost of
funding  earning  assets.  Average  certificates  of deposit were 32% of average
deposits  for the three  months  ended March 31, 2001 and for the same period in
the prior year quarter.

Provision for Loan Losses

The Bank  provided  $190  thousand to the allowance in the first quarter of 2001
which is  attributable  to general loss reserves that have been  established  in
connection with loan portfolio growth combined with  management's  assessment of
the risks  associated with the current economic  environment.  The allowance for
loan losses is discussed above under Changes in Financial Condition.

Noninterest Income

Noninterest income for the first quarter of 2001 increased by $291 thousand,  or
44.0%,  over the same  period  last year.  Of the  increase,  $222  thousand  is
attributable to gains  resulting from the sale of real estate  acquired  through
foreclosure.

Income from the sale and  servicing of loans  totaled $107  thousand  during the
first quarter of 2001,  which increased by $27 thousand,  or 14.2%,  compared to
the prior year  quarter.  The  increased  income from the sale and  servicing of
loans is primarily the result of increased  refinancing  activity of residential
mortgage loans which resulted from the recent decline in mortgage rates.

Noninterest Expenses

Noninterest expenses increased by $326 thousand, or 13.9%, compared to the prior
year quarter.  Personnel expense increased $287 thousand,  or 25.7%, as a result
of additions to staff during the year combined with general merit  increases for
existing personnel.  Occupancy expense increased $20 thousand or 10.0% primarily
as a result of the Company's relocation of its SBA office to Folsom, California.
Equipment expense increased $52 thousand,  or 29.1%, as a result of depreciation
of new equipment.  Other noninterest  expense  decreased $33 thousand,  or 3.9%,
primarily  as a result of  decreases in  marketing  expenses.  The  reduction in
marketing expenses is the result of one time marketing programs initiated during
the first quarter of 2000.

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, 2001 are not necessarily indicative of the results which may be expected for
the  year  ended  December  31,  2001.  The  unaudited   consolidated  financial
statements  presented herein should be read in conjunction with the consolidated
financial   statements   and  notes  included  in  the  2000  Annual  Report  to
Shareholders.


                                       11

<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, 2001, 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

              10   Form of Long Term Care Agreement by and between Bank of Lodi,
                   N.A. and certain directors and executive officers.


  (b)     Reports on Form 8-K

              Form 8-K dated April 24, 2001 announcing first quarter 2001
              financial results and five percent stock dividend.


                                       12

<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 11, 2001                                      /s/ Allen R. Christenson
      ------------                                      ------------------------
                                                        Allen R. Christenson
                                                        Senior Vice President
                                                        Chief Financial Officer


                                       13