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                                  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, 2003

                                       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

     Indicate by check mark whether the Registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

                                [   ] Yes  [ X ] No

     As of May 5, 2003  there  were  1,623,257  shares of Common  Stock,  no par
value, outstanding.

================================================================================
<PAGE>

                             FIRST FINANCIAL BANCORP

                                    FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 2003
                                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 ............................................   8

Item 3.   Quantitative and Qualitative Disclosures about Market Risk .......  14

Item 4.   Controls and Procedures ..........................................  14


                                     PART II

Item 1.   Legal Proceedings ................................................  14

Item 2.   Changes in Securities and Use of Proceeds ........................  14

Item 3.   Defaults Upon Senior Securities ..................................  14

Item 4.   Submission of Matters to a Vote of Security Holders...............  14

Item 5.   Other Information ................................................  14

Item 6.   Exhibits and Reports on Form 8-K .................................  14


Signatures .................................................................  15
Certifications .............................................................  16
Index to Exhibits ..........................................................  18

                                       i
<PAGE>

ITEM 1. FINANCIAL STATEMENTS

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (Unaudited)
                       (in thousands except share amounts)

<TABLE>
<CAPTION>
                                                               March 31,    December 31,
Assets                                                           2003          2002
------                                                         --------      --------
<S>                                                            <C>           <C>
Cash and due from banks                                        $ 13,897      $ 14,988
Federal funds sold and securities purchased under resale
    agreements                                                   25,044        19,634
Investment securities available for sale, at fair value          28,680        33,125
Loans held for sale                                               5,663         7,578


Loans, net of deferred loan fees                                163,625       157,147
Less allowance for loan losses                                    3,278         3,057
                                                               --------      --------

  Net loans                                                     160,347       154,090

Premises and equipment, net                                       6,598         6,745
Accrued interest receivable                                         848           772
Other assets                                                     18,445        18,314
                                                               --------      --------

    Total Assets                                               $259,522      $255,246
                                                               ========      ========

Liabilities and Stockholders' Equity

Liabilities:
    Deposits:
       Noninterest bearing                                     $ 35,534      $ 34,673
       Interest bearing                                         190,704       176,006
                                                               --------      --------

          Total deposits                                        226,238       210,679


    Accrued interest payable                                        158           144
    Short term borrowings                                         5,000        14,885
    Other liabilities                                             3,574         5,268
    Obligated mandatorily redeemable capital
       Securities of subsidiary trust                             5,000         5,000
                                                               --------      --------


    Total liabilities                                           239,970       235,976
                                                               --------      --------



Stockholders' equity:
    Preferred stock - no par value; authorized 1,000,000
          shares; no shares issued and outstanding                 --            --
    Common stock - no par value; authorized 9,000,000 shares;
          issued and outstanding in 2003 and 2002, 1,623,257
          and 1,621,837, respectively                            10,161        10,143
    Retained earnings                                             9,014         8,672
    Accumulated other comprehensive income                          377           455
                                                               --------      --------

          Total stockholders' equity                             19,552        19,270
                                                               --------      --------

                                                               $259,522      $255,246
                                                               ========      ========
</TABLE>

See accompanying notes.

                                       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,
                                                                  2003     2002
                                                                 ------   ------
<S>                                                              <C>      <C>
Interest income:

   Loans, including fees                                         $2,954   $2,737
   Investment securities:
            Taxable                                                 252      322
            Exempt from Federal taxes                                37       44
   Federal funds sold                                                33       46
                                                                 ------   ------

            Total interest income                                 3,276    3,149

Interest expense:
   Deposit accounts                                                 581      994
   Other borrowings                                                  66        6
                                                                 ------   ------
            Total interest expense                                  647    1,000

            Net interest income                                   2,629    2,149

Provision for loan losses                                           257      195
                                                                 ------   ------

            Net interest income after provision for loan          2,372    1,954
losses

Noninterest income:
    Gain on sale of investment securities                            88      262
    Gain on sale of other real estate                               --        22
    Gain on sale of loans                                           306      229
    Service charges                                                 397      364
    Premiums and fees from SBA and mortgage operations              129       97
    Increase in cash surrender value of life insurance              142      171
    Miscellaneous                                                   116       80
                                                                 ------   ------

            Total noninterest income                              1,178    1,225

Noninterest expense:
    Salaries and employee benefits                                1,652    1,479
    Occupancy                                                       263      242
    Equipment                                                       303      248
    Other                                                           866      874
                                                                 ------   ------

            Total noninterest expense                             3,084    2,843
                                                                 ------   ------

            Income before provision for income taxes                466      336

Provision for income taxes                                          124       55
                                                                 ------   ------

            Net income                                           $  342   $  281
                                                                 ======   ======

            Net income per share:
            Basic                                                $ 0.21   $ 0.17
                                                                 ======   ======

          Diluted                                                $ 0.20   $ 0.17
                                                                 ======   ======
</TABLE>
See accompanying notes.

                                       2
<PAGE>


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


Three Months Ended March 31, 2003

<TABLE>
<CAPTION>
                                                                                                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, 2002           1,621,837   $   10,143                          8,672               455        19,270


Comprehensive income:

   Net income                                                   $         342            342                             342
                                                                ---------------
   Other comprehensive income:

      Unrealized holding loss
          arising during the current
          period, net of tax effect
          of $18                                                          (26)
      Reclassification adjustment
          due to gains realized,
          net of tax effect of $36                                        (52)
      Total other comprehensive
          income, net of
          tax effect of $54
                                                                ---------------
                                                                          (78)                            (78)           (78)
                                                                ---------------
      Comprehensive income                                      $         264
                                                                ===============
Options exercised                          1,630           19                                                             19
Stock repurchase                            (210)          (1)                                                            (1)
                                      ------------ ------------                 ------------- ----------------- ---------------
Balance at March 31, 2003              1,623,257   $   10,161                          9,014               377        19,552
                                      ============ ============                 ============= ================= ===============
</TABLE>

See accompanying notes.

                                       3

<PAGE>


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


<TABLE>
<CAPTION>
                                                                2003       2002
                                                              --------   --------
<S>                                                           <C>        <C>
Cash flows from operating activities:
Net income                                                    $    342   $    281
     Adjustments  to  reconcile  net  income to net cash
     provided  by (used in) operating activities:
          (Decrease) Increase in deferred loan income              (21)        16
          Depreciation and amortization                            459        432
          Provision for loan losses                                257        195
          Gain on sale of available-for-sale securities            (88)      (262)
          Loan held for sale:
              Loans originated                                 (16,921)   (11,814)
              Proceeds from sale                                19,142     11,229
              Gain on sale of loans                               (306)      (229)
          Gain on sale of other real estate owned                 --          (22)
          (Increase) decrease in accrued interest
            receivable                                             (76)       243
          Increase (decrease) in accrued interest payable           14        (46)
          Decrease in other liabilities                         (1,690)      (568)
          Increase in cash surrender value of life insurance      (142)      (171)
          Decrease in other assets                                  96        591
                                                              --------   --------
                  Net cash provided by (used in)
                    operating activities                         1,066       (125)

Cash flows from investing activities:
    Investment securities available-for-sale:
       Purchases                                                  --       (8,580)
       Proceeds from prepayments                                 3,203      3,681
       Proceeds from maturity                                     --        3,500
       Proceeds from sale                                        1,056      9,649
    Increase in loans made to customers                         (6,566)    (6,079)
    Proceeds from sale of other real estate                       --           90
    Purchases of bank premises and equipment                      (128)      (272)
                                                              --------   --------
                  Net cash (used in) provided by
                    investing activities                        (2,435)     1,989

Cash flows from financing activities:
    Net increase in deposits                                    15,559      4,475
    Proceeds from company obligated mandatorily
       redeemable securities of subsidiary trust                  --        5,000
    Decrease in short term borrowings                           (9,885)    (4,000)
    Payments for repurchase of common stock                         (1)      --
    Proceeds from issuance of common stock                          15         13
                                                              --------   --------
                  Net cash provided by financing activities      5,688      5,488

                  Net increase in cash and cash equivalents      4,319      7,352

Cash and cash equivalents at beginning of period                34,622     19,457
                                                              --------   --------

Cash and cash equivalents at end of period                    $ 38,941   $ 26,809
                                                              ========   ========

Supplemental Disclosures of Cash Flow Information:
    Cash paid for interest payments                           $    633      1,046
    Cash paid for taxes                                           --          262
</TABLE>

See accompanying notes.

                                       4
<PAGE>


                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                      March 31, 2003 and December 31, 2002
                                   (Unaudited)

(1) Summary of Significant Accounting Policies


     First  Financial  Bancorp (the  "Company")  operates  principally as a bank
     holding  company for its wholly owned  subsidiary,  Bank of Lodi, N.A. (the
     "Bank").  The Bank is the principal  source of income for the Company.  The
     Company  also  holds all of the  capital  stock of its other  subsidiaries,
     Western  Auxiliary  Corporation and First Financial (CA) Statutory Trust I.
     All  references  herein  to the  "Company"  include  the Bank and all other
     subsidiaries, unless the context otherwise requires.

     Basis of Presentation

     The accompanying unaudited consolidated financial statements of the Company
     have been  prepared in  accordance  with  accounting  principles  generally
     accepted in the United States of America for interim financial  information
     and with the  instructions  to Form 10-Q and Rule 10-01 of Regulation  S-X.
     Accordingly,  they do not  include  all of the  information  and  footnotes
     required by accounting  principles  generally accepted in the United States
     of America for complete financial statements. In the opinion of management,
     the  consolidated   financial   statements  reflect  all  normal  recurring
     adjustments  necessary  for a fair  presentation  of the  results  for  the
     interim periods.

     Certain  amounts in the prior year have been  reclassified  to conform with
     the  current  presentation.  These  reclassifications  have  no  effect  on
     previously reported income.

     These   statements   should  be  read  in  conjunction   with  the  audited
     consolidated  financial  statements  and  related  notes  included  in  the
     Company's 2002 Annual Report on Form 10-K.  Operating results for the three
     months ended March 31, 2003 are not  necessarily  indicative of the results
     that may be expected for the year ending December 31, 2003.

     Stock Based Compensation

     In December  2002,  the FASB issued  Statement No. 148  ("Statement  148"),
     Accounting  for  Stock-Based   Compensation-Transition   and  Disclosure-an
     amendment of FASB Statement No. 123. This statement amends Statement 123 to
     provide alternative methods of transition to a voluntary change to the fair
     value based method of accounting for stock-based employee compensation.  In
     addition,  Statement  148 amends  the  disclosure  requirements  to require
     prominent disclosures in both annual and interim financial statements about
     the method of accounting  for  stock-based  employee  compensation  and the
     effect of the method used on reported  results.  Statement 148 is effective
     for fiscal years ending after  December 15, 2002,  and for interim  periods
     beginning after December 15, 2002.

     During  the first  quarter  of 2003,  the  Company  adopted  the fair value
     recognition   provisions  of  FASB   Statement  No.  123,   Accounting  for
     Stock-Based  Compensation  (SFAS No. 123),  for  stock-based  compensation,
     effective as of January 1, 2003. Under the provisions of Statement 148, the
     Company has adopted the  prospective  method whereby  stock-based  employee
     compensation costs are recognized as awards granted, modified or settled.

                                       5
<PAGE>

     The  following  table  presents  the effect on net income and  earnings per
     share as if the fair value based method had been applied to all outstanding
     and unvested awards in each period.

<TABLE>
<CAPTION>
                                                                            Three Month Period Ended
                                                                                   March 31,
                                                                             2003              2002

<S>                                                                    <C>               <C>
Net income, as reported (in thousands)                                 $        342,000  $        281,000
   Add: Stock based employee compensation expense included in
     reported net income, net of tax effects                                          -                 -
   Deduct: Stock based employee compensation determined under fair
     value based method for all awards, net of tax effects                      (13,000)          (10,000)
                                                                       -----------------------------------
   Pro forma net income                                                $        329,000  $        271,000
                                                                       ===================================

Earnings per share-basic
   As reported                                                         $           0.21  $           0.17
   Pro-forma                                                                       0.20              0.17

Earnings per share-assuming dilution
   As reported                                                         $           0.20  $           0.17
   Pro-forma                                                                       0.19              0.16

</TABLE>

(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. 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, 2003 and 2002:

<TABLE>
<CAPTION>
                                                                         Income              Shares        Per-Share
         Three months ended March 31, 2003                             (numerator)       (denominator)       Amount
         ---------------------------------------------------------- ------------------ ------------------- ----------
<S>                                                                         <C>                 <C>            <C>
         Basic earnings per share                                           $ 342,000           1,623,357      $ .21
         Effect of dilutive securities                                                             72,678          -
                                                                    ------------------ -------------------
         Diluted earnings per share                                         $ 342,000           1,696,035      $ .20
                                                                    ================== ===================

                                                                         Income              Shares        Per-Share
         Three months ended March 31, 2002                             (numerator)       (denominator)       Amount
         ---------------------------------------------------------- ------------------ ------------------- ----------
         Basic earnings per share                                           $ 281,000           1,623,281      $ .17
         Effect of dilutive securities                                                             46,698          -
                                                                    ------------------ -------------------
         Diluted earnings per share                                         $ 281,000           1,669,979      $ .17
                                                                    ================== ===================
</TABLE>

(3) Allowance for Loan Losses
                                                    Quarter              Year
                                                      Ended              Ended
         (in thousands)                             3/31/03            12/31/02
                                                   --------           ----------
         Balance at beginning of period            $  3,057              2,668

            Loans charged off                           (46)              (270)
            Recoveries                                   10                 34
            Provisions charged to operations            257                625
                                                       ----               ----

                                       6
<PAGE>

         Balance at end of period                  $  3,278              3,057
                                                      =====              =====


(4)  Impact Of Recently Issued Accounting Standards

     In  November  2002,  the  FASB  issued  FIN  45,  which  elaborates  on the
     disclosures  to be made by a guarantor in its interim and annual  financial
     statements  about its  obligations  under  certain  guarantees  that it has
     issued. It also clarifies that a guarantor is required to recognize, at the
     inception  of  the  guarantee,  a  liability  for  the  fair  value  of the
     obligation undertaken in issuing the guarantee. The initial recognition and
     initial   measurement   provisions  of  this   Interpretation  are  applied
     prospectively to guarantees issued or modified after December 31, 2002. The
     adoption  of  these   recognition   provisions  will  result  in  recording
     liabilities  associated  with certain  guarantees  provided by the Company.
     These currently include standby letters of credit and first-loss guarantees
     on securitizations.  The disclosure requirements of this Interpretation are
     effective for  financial  statements  of interim or annual  periods  ending
     after  December 15, 2002.  The Company has adopted the  provision of FIN 45
     and  management  does not  expect  this  Interpretation  to have a material
     impact to the consolidated financial statements.

     In January 2003, the FASB issued FIN 46, which clarifies the application of
     Accounting Research Bulletin ("ARB") 51, consolidated financial statements,
     to certain  entities (called  variable  interest  entities) in which equity
     investors  do not  have  the  characteristics  of a  controlling  financial
     interest or do not have sufficient equity at risk for the entity to finance
     its activities without additional subordinated financial support from other
     parties.  The disclosure  requirements of this Interpretation are effective
     for  all  financial   statements   issued  after  January  31,  2003.   The
     consolidation  requirements apply to all variable interest entities created
     after  January 31,  2003.  In  addition,  public  companies  must apply the
     consolidation requirements to variable interest entities that existed prior
     to February 1, 2003 and remain in existence  as of the  beginning of annual
     or interim  periods  beginning  after June 15,  2003.  Management  does not
     expect this  Interpretation  to have a material impact to the  consolidated
     financial statements.

                                       7

<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.

Certain statements in this Quarterly Report on Form 10-Q include forward-looking
information  within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and
are   subject  to  the  "safe   harbor"   created  by  those   sections.   These
forward-looking  statements  involve certain risks and uncertainties  that could
cause  actual  results to differ  materially  from those in the  forward-looking
statements.  Forward-looking statements,  which are based on certain assumptions
and  describe  future  plans,  strategies,   and  expectations,   are  generally
identifiable  by  the  use of  words  such  as  "believe",  "expect",  "intend",
"anticipate",  "estimate", "project", "assume," "plan," "predict," "forecast" or
similar  expressions.  These  forward-looking  statements relate to, among other
things,  expectations of the business environment in which the Company operates,
projections  of future  performance,  potential  future  performance,  potential
future credit experience,  perceived opportunities in the market, and statements
regarding the Company's mission and vision.

The  Company's  actual  results,   performance,   and  achievements  may  differ
materially from the results,  performance, and achievements expressed or implied
in  such   forward-looking   statements  due  to  a  wide  range  of  risks  and
uncertainties. 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; monetary and fiscal
policies of the U.S. Government;  changes in real estate valuations;  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;  civil  disturbances or terrorist  threats or acts or
apprehension  about the possible  future  occurrences  of acts of this type; and
changes in the securities markets. In addition,  other events have increased the
uncertainty  related to the national and California  economic  outlook and could
have an  effect  on the  future  operations  of the  Company  or its  customers,
including borrowers.

The Company does not undertake,  and specifically  disclaims any obligation,  to
update any  forward-looking  statements to reflect  occurrences or unanticipated
events or circumstances after the date of such statements.

Critical Accounting Policies and Estimates

The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States. The preparation of these financial statements requires the
Company to make  estimates  and  judgments  that affect the reported  amounts of
assets,  liabilities,  income and expenses, and related disclosure of contingent
assets  and  liabilities.  On an  on-going  basis,  the  Company  evaluates  its
estimates,  including those related to the allowance for loan losses, other real
estate owned,  investments and income taxes.  The Company bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions.

The Company believes the following critical  accounting policies affect its more
significant  judgments and estimates used in the preparation of its consolidated
financial  statements.  The  Company  maintains  an  allowance  for loan  losses
resulting  from the inability to make required loan  payments.  If the financial
conditions  of the  Company's  customers  were to  deteriorate,  resulting in an
impairment  of their  ability to make  payments,  additional  allowances  may be
required.  The  Company  invests in debt and equity  securities.  If the Company
believes these securities have experienced a decline in value that is other than
temporary,  an investment impairment charge is recorded.  Future adverse changes
in market conditions or poor operating  results of underlying  investments could
result  in  losses  or an  inability  to  recover  the  carrying  value  of  the
investments that may not be reflected in an investment's carrying value, thereby
requiring an impairment charge in the future.

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 7, as well as other  information  presented  throughout
this report.

                                       8
<PAGE>

Changes in Financial Condition

As of March 31, 2003,  consolidated  total assets  totaled $260  million,  which
represents an increase of $4,276 thousand, or 1.7% above the comparable level at
December 31, 2002. The increase in total assets was attributable  primarily to a
$15,559  thousand,  or 7.4%  increase  in total  deposits  that was  offset by a
decrease totaling $9,885 thousand, or 66.4% in short term borrowings.

The increase in total assets included an increase  totaling $4,542 thousand,  or
2.7%, in gross loans,  a $5,410  thousand,  or 27.6%,  increase in federal funds
sold  combined  with  a  $4,445  thousand,  or  13.4%,  decrease  in  investment
securities as compared to December 31, 2002.  The net increase in gross loans is
primarily the result of increases of $3,674 thousand,  or 5.8%, $1,424 thousand,
or 10.0%, $1,251 thousand,  or 4.7%, and $715 thousand,  or 2.4%, in real estate
loans,  agricultural  loans,  commercial  loans  and  SBA  loans,  respectively,
combined with a decrease of $1,915 thousand, or 25.3%, in loans held for sale in
the secondary market and a decrease of $607 thousand, or 2.6% in other loans.

During the first quarter of 2003,  non-interest  bearing deposits increased $861
thousand,  or 2.5% and interest bearing deposits increased $14,698 thousand,  or
8.4%.  The first  quarter  deposit  growth  consists  of an  increase  of $7,097
thousand,  or 12.8%,  $2,826 thousand,  or 9.3%,  $2,553 thousand,  or 5.0%, and
$2,222 thousand, or 5.6%, in certificates of deposit, money market accounts, NOW
accounts and savings accounts, respectively.

Allowance for Loan Losses

The  allowance  for loan  losses  (the  "allowance")  is  established  through a
provision  for possible loan losses  charged to expense.  The allowance at March
31, 2003 was in excess of the December 31, 2002 allowance by $221  thousand,  or
7.2%, as a result of a provision for $257 thousand combined with net charge-offs
of $36 thousand. During the first quarter, nonperforming loans increased by $300
thousand,  to $2,709 thousand.  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,  2003 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,
2003 and December 31, 2002, respectively:

Analysis of the Allowance for Loan Losses

                                                        Quarter         Year
                                                         Ended         Ended
                                                        3/31/03       12/31/02
                                                        -------       -------
Balance at beginning of period                          $ 3,057         2,668
Charge-offs:
   Commercial                                               (38)         (178)
   Real estate                                             --             (62)
   Consumer                                                  (8)          (30)
                                                        -------       -------
   Total charge-offs                                        (46)         (270)
Recoveries:
   Commercial                                                 9            26
   Real estate                                             --            --
   Consumer                                                   1             8
                                                        -------       -------
   Total recoveries                                          10            34
                                                        -------       -------
Net charge-offs                                             (36)         (236)
Provision charged to operations                             257           625
                                                        -------       -------
Balance at end of period                                $ 3,278       $ 3,057
                                                        =======       =======

                                       9
<PAGE>

Allocation of the Allowance for Loan Losses

<TABLE>
<CAPTION>
                                        3/31/03          3/31/03        12/31/02         12/31/02
Loan Category                            Amount        % of Loans         Amount        % of Loans
-------------                          --------        ----------       --------        ----------
<S>                                    <C>                <C>           <C>                <C>
Commercial and other real estate       $  2,403           85.60%        $  2,182           85.77%
Real estate construction                    807           12.52%             807           12.38%
Installment and other                        68            1.88%              68            1.85%
                                       --------          ------         --------          ------
                                       $  3,278          100.00%        $  3,057          100.00%
                                       ========          ======         ========          ======
</TABLE>

Investments

Investment  securities  decreased $4,445 thousand,  or 13.4%,  from December 31,
2002 to March 31, 2003. This first quarter of 2003 decrease  resulted  primarily
from  prepayments of mortgage  backed  securities  totaling  $3,203 thousand and
sales of investment  securities  totaling $1,056 thousand.  The Company realized
gross gains  totaling $88 thousand on the sale of investment  securities  during
the first quarter of 2003.

Equity

Consolidated  equity increased $282 thousand from December 31, 2002 to March 31,
2003.  Consolidated equity represented 7.53% and 7.55% of consolidated assets at
March 31, 2003 and  December  31,  2002,  respectively.  The  increase in equity
during the first quarter of 2003 resulted from earnings of $342 thousand for the
three months ended March 31, 2003 and a $19 thousand increase resulting from the
exercise of stock  options  combined  with a decrease of $78 thousand to reflect
the  after-tax  market  value  decrease  in  the  available-for-sale  investment
securities portfolio. The decrease in the investment security portfolio's market
value resulted from gains realized on the sale of investment securities combined
with the  effects of changes in  interest  rates at March 31,  2003  compared to
December 31, 2002.

The total risk-based  capital ratio for the Company's  wholly owned  subsidiary,
Bank of Lodi was 11.14% at March 31, 2003  compared  to 11.16% at  December  31,
2002.

                                       10
<PAGE>

Changes in Results of Operations - Three Months ended March 31, 2003

Summary of Earnings Performance

<TABLE>
<CAPTION>
----------------------------------------------------- --------------------------------------------------
                                                            For the three months ended March 31:
                                                      --------------------------------------------------
                                                                          2003                     2002
                                                                          ----                     ----
<S>                                                                      <C>                      <C>
Net income (in thousands)                                                $ 342                    $ 281
----------------------------------------------------- ------------------------- ------------------------
Basic net income per share                                               $ .21                    $ .17
Diluted net income per share                                               .20                      .17
Return on average assets                                                 0.53%                    0.51%
Return on average equity                                                 7.05%                    6.27%
----------------------------------------------------- ------------------------- ------------------------
Average equity to average assets                                         7.54%                    8.07%
----------------------------------------------------- ------------------------- ------------------------
</TABLE>


Net  income for the first  quarter of 2003  increased  $61  thousand,  or 21.7%,
compared  to the first  quarter of 2002.  Net  interest  income  increased  $480
thousand,  or 22.3% as a result of a $353 thousand  decrease in interest expense
combined with a $127  thousand  increase in interest  income.  The provision for
loan losses totaled $257 thousand  representing an increase of $62 thousand,  or
31.8%.  Noninterest  income decreased $47 thousand,  or 3.8%, while  noninterest
expense  increased  $241  thousand,  or 8.5%.  The  provision  for income  taxes
increased $69 thousand, or 125.5%.

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, 2003                  March 31, 2002
                                                         (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 (2)              $  31,274        289     3.75%   $ 30,074         366     4.94%

          Federal funds sold                        10,660         33     1.26%     10,742          46     1.74%

          Loans (3)                                167,259      2,954     7.16%    147,718       2,737     7.51%
                                                   -------      -----     -----    -------       -----     -----

                                                 $ 209,193      3,276     6.35%   $188,534       3,149     6.77%
                                                 =========      =====     =====   ========       =====     =====

          Liabilities:

          Noninterest bearing deposits           $  37,581         --        --   $ 29,232          --        --

          Savings, money market, & NOW deposits    121,832        240      .80%    102,431         337     1.33%

          Time deposits                             58,596        341     2.36%     70,210         657     3.80%

          Other borrowings                           5,760         66     4.65%        422           6     5.77%
                                                   -------      -----     -----    -------       -----     -----

          Total Liabilities                      $ 223,769        647     1.17%   $202,295       1,000     2.00%
                                                 =========      =====     =====   ========       =====     =====

          Net Interest Spread                                             5.18%                            4.77%
                                                                          =====                            =====
          -------------------------------------- ---------- ---------- --------- ---------- ----------- ---------

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

          Yield on average earning assets        $ 209,193      3,276     6.35%   $188,534       3,149     6.77%

          Cost of funding average earning        $ 209,193      (647)   (1.25%)   $188,534     (1,000)   (2.15%)
                                                                -----   -------                -------   -------
          assets

          Net Interest Margin                    $ 209,193      2,629     5.10%   $188,534       2,149     4.62%
                                                 =========      =====     =====   ========       =====     =====
          -------------------------------------- ---------- ---------- --------- ---------- ----------- ---------
</TABLE>

          (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.

                                       11
<PAGE>

Net interest  income for the first quarter of 2003 increased  $480 thousand,  or
22.3%,  over the same  quarter of 2002.  The  increase  is  attributable  to the
effects of increases in volumes of earning assets and liabilities  combined with
the effects of changes in  interest  rates.  The  increase in volumes of average
earning assets and  liabilities  resulted in an increase in net interest  income
totaling  $332  thousand  while the  decline in  interest  rates  resulted  in a
decrease in net interest  income totaling $148 thousand when comparing the first
quarter of 2003 to the same period last year.

Average earning assets  increased  $20,659  thousand during the first quarter of
2003 as compared to the first quarter of 2002.  Average loans increased  $19,541
thousand and investment securities increased $1,200 thousand while federal funds
sold  decreased  $82  thousand.  The  increase in the volume of average  earning
assets during the first quarter of 2003 as compared to the first quarter of 2002
resulted in an increase in interest  income  totaling  $376  thousand.  However,
interest rates on average earning assets declined 42 basis points (from 6.77% to
6.35%)  when  compared to the same  period in 2002,  resulting  in a decrease in
interest income totaling $249 thousand.

Average liabilities  increased $21,474 thousand during the first quarter of 2003
as compared to the same period last year. Of that increase,  average noninterest
bearing  deposits  increased  $8,349  thousand,  NOW and money  market  accounts
increased $12,332 thousand,  savings accounts  increased $7,069 thousand,  other
borrowings  increased $5,338 thousand,  while  certificates of deposit decreased
$11,614 thousand. The increase in average liabilities resulted in an increase in
interest  expense totaling $44 thousand.  As a result of the declining  interest
rate environment,  the cost of interest bearing  liabilities  decreased 83 basis
points  (from  2.00% to 1.17%)  resulting  in a reduction  in  interest  expense
totaling $397 thousand.

Interest income is also affected by nonaccrual loan activity.  Nonaccrual  loans
at March  31,  2003 and  March 31,  2002  totaled  $2,709  thousand  and  $3,848
thousand,   respectively.   Interest   forgone  on   nonaccrual   loans  totaled
approximately  $69 thousand  and $77 thousand for the three months  ending March
31, 2003 and 2002, respectively.

Provision for Loan Losses

The provision for loan losses for the three months ended March 31, 2003 was $257
thousand  compared with $195 thousand for the three months ended March 31, 2002,
an increase of $62  thousand or 31.8%.  As of March 31, 2003 the  allowance  for
loan losses was $3,278  thousand or 1.9% of total loans,  which  compares to the
allowance  for loan  losses  of  $3,057  thousand  or 1.8% of total  loans as of
December 31, 2002. See "Allowance for Loan Losses" contained herein. As of March
31, 2003,  nonperforming  loans totaled  $2,709  thousand or 1.6% of total loans
compared to $2,409  thousand or 1.5% at December 31, 2002.  No assurance  can be
given that nonperforming  loans will not increase or that the allowance for loan
losses will be adequate to cover losses inherent in the loan portfolio.

Noninterest Income

Noninterest  income for the first quarter of 2003  decreased  $47  thousand,  or
3.8%,  compared to the same period last year.  Included in noninterest income is
$88 thousand and $262 thousand  attributable to gains resulting from the sale of
securities during the first quarter of 2003 and 2002, respectively.  While there
were no other real estate  sales during the first  quarter of 2003,  the Company
realized gains from the sale of other real estate  totaling $22 thousand  during
the first quarter of 2002.

Income from the sale and  servicing of loans  totaled $435  thousand  during the
first quarter of 2003, which increased by $109 thousand,  or 33.4%,  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 declines in mortgage loan rates.

The  increase  in the cash  surrender  value  of life  insurance  decreased  $29
thousand,  or 17.0%,  during the first quarter of 2003 when compared to the same
quarter in 2002. The decrease was the result of an overall  decline in interests
rates in 2003 as compared to the same period in 2002.  The  increase in the cash
surrender value of life insurance is exempt from income taxes. The tax effective
yield of the increase in the cash surrender value of the life insurance  totaled
7.2%  during the first  quarter  of 2003 as  compared  to 9.1%  during the first
quarter of 2002.

Noninterest Expenses

Noninterest  expenses  increased $241 thousand,  or 8.5%,  compared to the prior
year quarter.  Personnel expense increased $173 thousand,  or 11.7%, as a result
of additions to staff during the year combined with general merit  increases for
existing  personnel.  Occupancy  expense  increased  $21  thousand or 8.7%,  and
equipment expense increased $55 thousand,  or 22.2%, as a result of depreciation
of new  equipment  and other  investments  in  technology.  The  investments  in
technology include projects designed to improve information security,  operating
efficiencies  and  regulatory  compliance  in addition to product  research  and
development. Other noninterest expense decreased $8 thousand, or 0.9%.

                                       12
<PAGE>

Liquidity

The  Company's  primary  sources of liquidity  are the  proceeds  from the trust
preferred  securities  combined  with  dividends  from the Bank.  The  Company's
primary uses of liquidity are  associated  with  interest  payments on the trust
preferred  securities,  dividend  payments  made to  shareholders  and operating
expenses.

The Bank's  liquidity is managed on a daily basis by maintaining  cash,  federal
funds sold, and short-term investments at levels commensurate with the estimated
requirements  for loan  demand and  fluctuations  in  deposits.  Loan demand and
deposit  fluctuations  are affected by a number of factors,  including  economic
conditions,  seasonality  of the  borrowing and deposit  bases,  and the general
level  of  interest  rates.   The  Bank  maintains  two  lines  of  credit  with
correspondent  banks as a  supplemental  source of  short-term  liquidity in the
event that saleable  investment  securities  and loans or available new deposits
are not adequate to meet liquidity needs. The Bank has also established  reverse
repurchase  agreements  with two  brokerage  firms,  which allow for  short-term
borrowings that are secured by the Bank's  investment  securities.  Furthermore,
the Bank may also borrow on a short-term  basis from the Federal  Reserve in the
event that other liquidity sources are not adequate.

At March 31, 2003 liquidity was considered adequate,  and funds available in the
local deposit  market and scheduled  maturities of  investments  are  considered
sufficient  to meet  long-term  liquidity  needs.  Compared  to  2002  liquidity
increased in 2003 as a result of the growth in deposit  portfolio  and sales and
maturities of available-for-sale investment securities.

                                       13

<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, 2003, there were no material changes in the market risk profile of the
Company or the Bank as described in the Company's 2002 Form 10-K.


ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Within the 90 days prior to the filing  date of this  report,  we carried out an
evaluation,  under the supervision and with the participation of our management,
including  our  President and Chief  Executive  Officer and our Chief  Financial
Officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange
Act of 1934.  Based on their review of our disclosure  controls and  procedures,
the  President  and Chief  Executive  Officer and Chief  Financial  Officer have
concluded  that our  disclosure  controls and procedures are effective in timely
alerting  them to  material  information  relating  to us that is required to be
included in our periodic SEC filings.

Internal Controls and Procedures

There were no significant  changes in internal controls or in other factors that
could  significantly  affect  these  controls  subsequent  to  the  date  of our
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.


PART II -- OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  Not Applicable.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

                  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.

                  99.1     Certification of Registrant's Chief Executive Officer
                           Pursuant To 18 U.S.C. Section 1350

                  99.2     Certification of Registrant's Chief Financial Officer
                           Pursuant To 18 U.S.C. Section 1350

   (b)            Reports on Form 8-K

                  A report on Form 8-K,  dated April 30,  2003,  was filed under
                  report  item  numbers  7 and  9,  concerning  First  Financial
                  Bancorp's results of operations for the first quarter of 2003.

                                       14
<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

                                  By:


Date: May 12, 2003                /s/ Allen R. Christenson
      ------------                ------------------------
                                  Allen R. Christenson
                                  Senior Vice President
                                  Chief Financial Officer
                                  (Principal Accounting and Financial Officer)

                                       15
<PAGE>

                                  CERTIFICATION


I, Leon Zimmerman, certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-Q of First  Financial
     Bancorp;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 12, 2003

                                           /s/Leon Zimmerman
                                           -----------------
                                           Chief Executive Officer

                                       16
<PAGE>

                                  CERTIFICATION


I, Allen R. Christenson, certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-Q of First  Financial
     Bancorp;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 12, 2003

                                           /s/Allen R. Christenson
                                           -----------------------
                                           Chief Financial Officer

                                       17
<PAGE>


                                INDEX TO EXHIBITS


Exhibit                            Description
-------                            -----------

99.1     Certification  of Registrant's  Chief Executive  Officer Pursuant to 18
         U.S.C. Section 1350

99.2     Certification  of Registrant's  Chief Financial  Officer Pursuant to 18
         U.S.C. Section 1350

                                       18