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

                                  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 September 30, 2000

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.
                        For the transition period from to

                        Commission File Number : 0-12499

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

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

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

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

                                       NA

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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                  [X] Yes         [ ] No

         As of November 3, 2000 there were 1,517,682  shares of Common Stock, no
par value, outstanding.

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<PAGE>


                             FIRST FINANCIAL BANCORP

                                    FORM 10-Q

         FOR THE QUARTER AND NINE MONTH PERIOD ENDED SEPTEMBER 30, 2000
                                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......... 17

                             PART II

Item 1.   Legal Proceedings.................................................. 17

Item 2.   Changes in Securities.............................................. 17

Item 3.   Defaults Upon Senior Securities.................................... 17

Item 4.   Submission of Matters to a Vote of Security Holders ............... 17

Item 5.   Other Information.................................................. 17

Item 6.   Exhibits and Reports on Form 8-K................................... 17


                                       i

<PAGE>

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
                                       FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                              Consolidated Balance Sheets
                                                      (Unaudited)
                                          (in thousands except share amounts)
<CAPTION>

                                                                    September 30,                   December 31,
 Assets                                                                 2000                            1999
----------------------------------------------------------------- ------------------             --------------------
<S>                                                                 <C>                            <C>
 Cash and due from banks                                            $         9,983                $          9,309
 Federal funds sold and securities purchased under resale
 agreements                                                                   1,715                             100

 Investment securities:
 Available-for-sale, at fair value                                           33,831                          36,096

 Loans                                                                      115,510                         112,174
 Less: allowance for loan losses                                             (2,565)                         (2,580)
                                                                  ------------------             --------------------
 Net loans                                                                  112,945                         109,594

 Bank premises and equipment, net                                             7,057                           7,096
 Accrued interest receivable                                                  1,524                           1,487
 Other assets                                                                13,706                          12,652
                                                                  ------------------             --------------------
 Total Assets                                                       $       180,761                $        176,334
                                                                  ==================             ====================

 Liabilities and Stockholders' Equity
-----------------------------------------------------------------

 Liabilities:
 Deposits:
 Noninterest bearing                                                $        21,710                $         21,054
 Interest bearing                                                           132,745                         135,107
                                                                  ------------------             --------------------
 Total deposits                                                             154,455                         156,161

 Accrued interest payable                                                       298                             304
 Short term borrowings                                                        9,767                           4,300
 Other liabilities                                                              627                           1,048
                                                                  ------------------             --------------------
 Total liabilities                                                          165,147                         161,813

 Stockholders' equity:
 Common stock - no par value; authorized 9,000,000
 shares, issued and outstanding at 2000 and 1999,
 1,517,682 and 1,433,734 shares, respectively                                 9,255                           8,433
 Retained earnings                                                            6,337                           6,354
 Accumulated other comprehensive income (loss)                                   22                            (266)
                                                                  ------------------             --------------------
 Total stockholders' equity                                                  15,614                          14,521

                                                                  ------------------             --------------------
 Total Liabilities and Stockholders' Equity                         $       180,761                $        176,334
                                                                  ==================             ====================
<FN>
See accompanying notes.
</FN>
</TABLE>
                                                         -1-

<PAGE>

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

                                                         Three Months Ended          Nine Months Ended
                                                           September 30,               September 30,
                                                    --------------------------- -------------------------
                                                        2000          1999          2000         1999
                                                    ------------- ------------- ------------- ------------
<S>                                                    <C>           <C>            <C>           <C>
Interest income:
    Loans, including fees                              $ 2,737       $ 2,619        $ 7,958       $ 7,182
    Investment securities:
        Taxable                                            417           516          1,287         1,651
        Exempt from federal taxes                          133            50            410           154
    Federal funds sold and securities
        purchased under resale agreements                   83            41            189           173
                                                       -------       -------        -------       -------
        Total interest income                            3,370         3,226          9,844         9,160

Interest expense:
    Deposit accounts                                     1,083           904          3,099         2,753
    Short term borrowings                                  142             0            316             0
                                                       -------       -------        -------       -------
        Total interest expense                           1,225           904          3,415         2,753
                                                       -------       -------        -------       -------
        Net interest income                              2,145         2,322          6,429         6,407

Provision for loan losses                                   35           200            135           401
                                                       -------       -------        -------       -------
        Net interest income after
          provision for loan losses                      2,110         2,122          6,294         6,006
Noninterest income:
    Service charges                                        313           307            957           754
    Premiums and fees from SBA and
        mortgage operations                                155           141            482           519
    Miscellaneous                                          170           115            490           255
                                                       -------       -------        -------       -------
        Total noninterest income                           638           563          1,929         1,528

Noninterest expense:

    Salaries and employee benefits                       1,119         1,010          3,356         2,922
    Occupancy                                              236           217            699           602
    Equipment                                              181           174            491           481
    Other                                                  935           873          2,783         2,446
                                                       -------       -------        -------       -------
        Total noninterest expense                        2,471         2,274          7,329         6,451

                                                       -------       -------        -------       -------
Income before provision for income taxes                   277           411            894         1,083
Provision for income taxes                                  30            76            105           297
                                                       -------       -------        -------       -------
        Net income                                     $   247       $   335        $   789       $   786
        Unrealized gain (loss) on available for
            sale securities, net of tax                    137           (60)           288          (338)
                                                       -------       -------        -------       -------
Total comprehensive income                             $   384       $   275        $ 1,077       $   448
                                                       =======       =======        =======       =======

Earnings per share:
        Basic                                          $  0.16       $  0.22        $  0.52       $  0.53
                                                       =======       =======        =======       =======

        Diluted                                        $  0.16       $  0.21        $  0.51       $  0.51
                                                       =======       =======        =======       =======

Dividends declared per share                           $  --         $  0.05        $  --         $  0.15
                                                       =======       =======        =======       =======
<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>
Nine Months Ended September  30, 1999

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

Comprehensive income:
   Net income                                                        $     786     786                          786
                                                                ---------------
   Other comprehensive loss:
      Unrealized holding losses on
      securities available for sale
      arising during the current period,
      net of tax  benefit of $244                                         (338)
                                                                ---------------
          Total other comprehensive loss                                  (338)               (338)            (338)
                                                                ---------------
   Comprehensive income                                              $     448
                                                                ===============
Options exercised                         35,365         243                                                    243
Stock dividend                            40,860                                    (7)                          (7)
Cash dividend                                                                     (216)                        (216)
                                      ------------ ------------                 -------- ---------------- ------------
Balance at September 30, 1999          1,425,517    $  7,827                     6,534         (36)          14,325
                                      ============ ============                 ======== ================ ============


Nine Months Ended September  30, 2000

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

Comprehensive income:

   Net income                                                        $     789     789                          789
                                                                ---------------
   Other comprehensive income:
      Unrealized holding gains on
      securities available for sale
      arising during the current period,
      net of tax of $208                                                   288
                                                                ---------------
          Total other comprehensive income                                 288                 288              288
                                                                ---------------
   Comprehensive income                                              $   1,077
                                                                ===============
Options exercised                         12,184          90                                                     90
Stock dividend                            71,764         732                      (732)
Cash dividend                                                                      (74)                         (74)
                                      ------------ ------------                 -------- ---------------- ------------
Balance at September 30, 2000          1,517,682    $  9,255                     6,337          22           15,614
                                      ============ ============                 ======== ================ ============
<FN>
See accompanying notes.
</FN>
</TABLE>
                                                                -3-


<PAGE>

<TABLE>
                                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                      Consolidated Statements of Cash Flows
                                                   (Unaudited)
                                                 (In thousands)
                                         Nine Months Ended September 30,
<CAPTION>
                                                                                   2000               1999
                                                                                   ----               ----
<S>                                                                            <C>               <C>
Cash flows from operating activities:
     Net income                                                                $         789     $          786
     Adjustments to reconcile net income to net cash
         provided by (used in) operating activities:
         Decrease (increase) in loans held for resale                                    269             (2,125)
         Increase in deferred loan income                                                 63                 34
         Depreciation & amortization                                                     605                820
         Provision for loan losses                                                       135                401
         Increase in accrued interest receivable                                         (37)               (45)
         Decrease in accrued interest payable                                             (6)               (89)
         Decrease in other liabilities                                                  (421)               (42)
         Increase in Cash Surrender Value Life Insurance                                (342)              (131)
         Increase in other assets                                                       (191)              (736)
                                                                              ---------------    ---------------
                 Net cash provided by (used in) operating activities                     864             (1,127)

Cash flows from investing activities:
         Proceeds from maturity of available-for-sale securities                       3,835              6,161
         Proceeds from sale of available-for-sale securities                               -             34,350
         Purchase of available-for-sale securities                                      (901)           (31,350)
         Increase in loans made to customers                                          (3,818)           (11,992)
         Proceeds from the sale of other real estate                                      10                  -
         Purchases of bank premises, equipment and intangible assets                    (578)              (274)
         Purchase of Life Insurance Policy                                              (900)            (1,450)
                                                                              ---------------    ---------------
                Net cash used in investing activities                                 (2,352)            (4,555)

Cash flows from financing activities:
         Net (decrease) increase in deposits                                          (1,706)               488
         Increase in other borrowings                                                  5,467                  -
         Proceeds from issuance of common stock                                           90                243
         Payment of dividends                                                            (74)              (216)
         Payment for fractional stock dividends                                            -                 (7)
                                                                              ---------------    ---------------
                Net cash provided by financing activities                              3,777                508

Net increase (decrease) in cash and cash equivalents                                   2,289             (5,174)
Cash and cash equivalents at beginning of period                                       9,409             12,129
                                                                              ---------------    ---------------
Cash and cash equivalents at end of period                                     $      11,698     $        6,955
                                                                              ===============    ===============



Supplemental Disclosures of Cash Flow Information
         Cash paid for interest payments                                       $       3,421              2,842
         Cash paid for taxes                                                   $         560                420
<FN>
See accompanying notes.
</FN>
</TABLE>
                                                                -4-

<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                    September 30, 2000 and December 31, 1999
                                   (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  generally  accepted  accounting
     principles  and  prevailing  practices  within  the  banking  industry.  In
     preparing the consolidated financial statements,  management is required to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities as of the date of the balance sheet and revenue and expense
     for the period. Actual results could differ from those estimates applied in
     the preparation of the consolidated financial statements. There were no new
     accountings 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- and nine-month  periods after
     giving  retroactive effect for the five percent stock dividend declared for
     shareholders  of record May 9, 2000,  payable May 23, 2000.  Basic earnings
     per  share  (EPS)  is  computed  by  dividing   net  income   available  to
     shareholders by the weighted average common shares  outstanding  during the
     period.  Diluted  earnings  per share is computed  by  dividing  net income
     available to shareholders by the weighted average common shares outstanding
     during  the  period  plus  potential  common  shares  outstanding.  Diluted
     earnings per share  reflects  the  potential  dilution  that could occur if
     securities  or other  contracts  to issue  common  stock were  exercised or
     converted  into common  stock or resulted in the  issuance of common  stock
     that then shared in the earnings of the Company.


                                      -5-

<PAGE>

(2) Weighted Average Shares Outstanding (continued)
<TABLE>
     The  following  table  provides  a  reconciliation  of  the  numerator  and
     denominator of the basic and diluted earnings per share  computation of the
     three and nine month periods ending September 30, 2000 and 1999:
<CAPTION>
                                                                        Income         Shares        Per-Share
         Three months ended September 30, 2000                       (numerator)    (denominator)      Amount
         -------------------------------------------------------------------------------------------------------
<S>                                                                     <C>            <C>        <C>
         Basic earnings per share                                       $ 247,000      1,516,798   $    0.16
         Effect of dilutive securities                                          -         36,918          -
                                                                   ------------------------------
         Diluted earnings per share                                     $ 247,000      1,553,716   $    0.16
                                                                   ==============================

                                                                        Income         Shares        Per-Share
         Three months ended September 30, 1999                       (numerator)    (denominator)      Amount
         -------------------------------------------------------------------------------------------------------
         Basic earnings per share                                       $ 335,000      1,496,793   $    0.22
         Effect of dilutive securities                                          -         70,382          -
                                                                   ------------------------------
         Diluted earnings per share                                     $ 335,000      1,567,175   $    0.21
                                                                   ==============================

                                                                        Income         Shares        Per-Share
         Nine months ended September 30, 2000                        (numerator)    (denominator)      Amount
         -------------------------------------------------------------------------------------------------------
         Basic earnings per share                                       $ 789,000      1,514,221   $    0.52
         Effect of dilutive securities                                          -         39,335          -
                                                                   ------------------------------
         Diluted earnings per share                                     $ 789,000      1,553,556   $    0.51
                                                                   ==============================

                                                                        Income         Shares        Per-Share
         Nine months ended September 30, 1999                        (numerator)    (denominator)      Amount
         -------------------------------------------------------------------------------------------------------
         Basic earnings per share                                       $ 786,000      1,487,034   $    0.53
         Effect of dilutive securities                                          -         67,979          -
                                                                   ------------------------------
         Diluted earnings per share                                     $ 786,000      1,555,013   $    0.51
                                                                   ==============================
</TABLE>

(3) Allowance for Loan Losses
<TABLE>
         The following  summarizes  changes in the allowance for loan losses for
         the nine month periods ended September 30, 2000 and 1999 and the twelve
         month period ended December 31, 1999:
<CAPTION>
                                                                       9/30/00          9/30/99          12/31/99
                                                                    --------------    -------------    -------------
<S>                                                              <C>                    <C>               <C>
         Balance at beginning of period                          $    2,580,000         1,564,000         1,564,000
           Loans charged off                                           (171,000)          (29,000)         (110,000)
           Recoveries                                                    21,000            53,000            75,000
           Provisions charged to operations                             135,000           401,000         1,051,000
                                                                    --------------    -------------    -------------
         Balance at end of period                                $    2,565,000         1,989,000         2,580,000
                                                                    ==============    =============    =============

</TABLE>
                                                               -6-


<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 and nine
         months ended September 30, 2000 are not  necessarily  indicative of the
         results which may be expected for the year ended December 31, 2000. The
         unaudited  consolidated financial statements presented herein should be
         read in  conjunction  with the  consolidated  financial  statements and
         notes included in the 1999 Annual Report to Shareholders.


                                      -7-

<PAGE>



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

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

Changes in Financial Condition

Consolidated  total assets at September 30, 2000  increased  approximately  $4.4
million or 2.5% as compared to December 31,  1999.  Gross loans  increased  $3.3
million  or 3.0%,  investment  securities  decreased  $2.3  million  or 6.3% and
federal funds sold and securities purchased under agreements to resell increased
$1.6 million or 1,615.0% at September 30, 2000 as compared to December 31, 1999.
Total  deposits  decreased  $1.7  million  or 1.1%  and  short  term  borrowings
increased  $5.4 million or 127.1% at September  30, 2000 as compared to December
31, 1999.

While a primary goal of management  has been to increase the ratio of loans as a
percent  of total  deposits,  management  has also  strived  to  increase  total
noninterest  DDA thereby  lowering the overall cost of funds.  Accordingly,  the
ratio  of loans as a  percent  of total  deposit  has  increased  from  71.8% at
December  31,  1999 to  74.8%  at  September  30,  2000,  an  increase  of 4.2%.
Furthermore,  noninterest bearing deposits increased $656 thousand or 3.1% while
interest bearing deposits decreased $2.4 million or 1.7%.


                                      -8-

<PAGE>

The decrease in interest  bearing deposits is comprised of a $2.3 million (5.8%)
increase in interest bearing checking accounts, $3.2 million (19.0%) decrease in
money market accounts $101 thousand (0.3%) decrease in regular savings  accounts
and a $1.3  million  (2.7%)  decrease in  certificates  of deposit.  Managements
attributes  the  decrease in higher rate  deposits  (money  market  accounts and
certificates  of deposits) to the overall  increase in interest  rates which has
drawn some customers to other depository  institutions  offering higher interest
rates. While the philosophy of the Company has been to offer depositors interest
rates which are competitive with its competition, the Company has not elected to
offer the  highest  interest  rates in its market  area.  Instead,  the  Company
continues to remain  focused on  providing  customers  with quality  services at
competitive rates.

The increase in gross loans  consisted  of  increases of $2.4 million  (5.7%) in
real estate loans, $1.8 million (8.2%) in Small Business  Administration ("SBA")
loans, $783 thousand (5.6%) in construction  loans, and $530 thousand (16.1%) in
consumer  loans,  combined with decreases of $1.6 million (9.6%) in agricultural
loans,  $181 thousand  (1.3%) in commercial  loans and $269 thousand  (22.2%) in
loans held for sale to the secondary market.

Analysis of the Allowance for Loan Losses

The  allowance  for loan  losses  (the  "allowance")  is  established  through a
provision  for loan losses  charged to expense.  The  allowance at September 30,
2000 was less than the December 31, 1999 allowance by $15 thousand or 0.6%, as a
result of a provision of $135 thousand and net chargeoffs of $150 thousand. This
compares to a provision of $401  thousand for the first nine months of 1999.  At
September 30, 2000, nonperforming loans were $7.7 million or 6.7% of gross loans
outstanding. This compares to $2.7 million or 2.4% of gross loans outstanding at
December 31, 1999. The allowance to nonperforming  loan coverage ratio decreased
to 0.33 times at  September  30, 2000 as compared to 0.96 times at December  31,
1999.  Total portfolio  delinquency at September 30, 2000 was 7.8%,  compared to
3.3% at December 31, 1999.  Excluding the nonperforming  loans,  total portfolio
delinquency  at  September  30, 2000 was 1.1%,  compared to 0.9% at December 31,
1999.

Year-to-date  interest  forgone or reversed on nonaccrual loans during the first
nine months of 2000 totals  approximately  $554,000.  In addition,  the Bank has
expensed  approximately  $216,000 in legal and other  out-of-pocket  expenses in
actively pursuing a resolution to these nonaccrual loans.

Of the nonaccrual  loans at September 30, 2000,  $578,000  (7.5%) are commercial
loans,  $2.9  million  (38.2%) are SBA loans and $4.2  million  (54.3%) are real
estate loans.  The nonaccrual  loans are located in various  geographic areas in
which the Bank operates and are not  concentrated in any one type of business or
industry.  Each  of the  nonaccrual  loans  resulted  from  economic  conditions
specific to the borrower or other events and, in the opinion of management,  are
not attributable to the Bank's underwriting standards.

Management has obtained recent  independent  appraisals for substantially all of
the nonaccrual loans. Based upon the results of appraisals,  management believes
that  substantially  all of  those  loans  are  adequately  colaterialized.  The
majority of the loans placed on nonaccrual were internally identified as problem
assets as of December  31, 1999 and specific  reserves for possible  losses were
established within the allowance as of December 31, 1999.  Management  continues
to actively  monitor the status of the  nonperforming  loans and as of September
30, 2000 did not believe any material  increases  to the  specific  reserves for
these  nonperforming  loans as  compared to  December  31,  1999 was  necessary.
Management  believes the  allowance at September  30, 2000 is adequate to absorb
loan losses inherent in the portfolio.  However, there


                                      -9-

<PAGE>

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 nine and twelve months ended September 30,
2000 and December 31, 1999, respectively:

                                              September 30,         December 31,
                                                  2000                 1999
                                              -----------           -----------
 Balance at beginning of period              $    2,580            $    1,564
    Charge-offs:
      Commercial                                   (144)                  (90)
      Real estate                                     -                     -
      Consumer                                      (27)                  (20)
                                              -----------           -----------
   Total charge-offs                               (171)                 (110)
   Recoveries:
      Commercial                                      7                    68
      Real estate                                     -                     -
      Consumer                                       14                     7
                                              -----------           -----------
   Total recoveries                                  21                    75
                                              -----------           -----------
 Net charge-offs                                   (150)                  (35)
 Provision charged to operations                    135                 1,051
                                              -----------           -----------
 Balance at end of period                    $    2,565            $    2,580
                                              ===========           ===========


<TABLE>
Allocation of the Allowance for Loan Losses
<CAPTION>
                                 -------------------------------------     -------------------------------------
                                          September 30, 2000                           December 31, 1999
                                 -------------------------------------     -------------------------------------
                                        Amount                                   Amount
Loan Category                          (000's)            % of Loans             (000's)           % of Loans
-------------------------         ----------------    ----------------     ----------------     ----------------
<S>                                    <C>                 <C>                 <C>                 <C>
Commercial                             $   729               45.7%              $   538               79.0%
Real Estate                                516               51.0%                  366               18.1%
Consumer                                     9                3.3%                    1                2.9%
Unallocated                              1,311                 N/A                1,675                  NA
                                         -----              ------               ------              ------
                                       $ 2,565              100.0%              $ 2,580              100.0%
                                        ======              ======               ======              ======
</TABLE>

Investments

Investments  consist  of  federal  funds  sold and  securities  purchased  under
agreements  to resell,  money  market  mutual funds and  investment  securities.
Federal funds sold and securities purchased under agreements to resell increased
$1.6 million or 1615.0% and investment  securities  decreased by $2.3 million or
6.3% resulting in a net decrease in  investments  totaling $651 thousand or 1.8%
from  December  31,  1999 to  September  30,  2000.  The net  decline  primarily
represents matured bonds and securities  contractually  called by issuers.  As a
result of the Bank's  projections  for the  funding of loans,  the  matured  and
called bonds during the first nine months of 2000 were  reinvested  primarily in
federal  funds sold to avoid  market  risk over the  short-term  before  funding
loans.


                                      -10-

<PAGE>

Equity

Consolidated  equity  increased  $1.1 million or 7.5% from  December 31, 1999 to
September  30,  2000.   Consolidated   equity   represented  8.7%  and  8.2%  of
consolidated  assets at September 30, 2000 and December 31, 1999,  respectively.
In addition to the earnings of $789  thousand,  equity  capital was increased by
$90  thousand  from the  exercise of stock  options  over the nine months  ended
September  30, 2000 and $288  thousand to reflect the increase in the  after-tax
market value of the  available-for-sale  investment  securities  portfolio.  The
increase in the  investment  security  portfolio's  market  value  reflects  the
decrease in the level of market interest rates at September 30, 2000 compared to
December  31, 1999.  Year-to-date  capital  reductions  include $73 thousand for
dividend  payments,  $1 thousand for the cash payout for fractional  shares as a
result of the 5% stock dividend declared in May 2000.

The total risk-based  capital ratio for the Company's  wholly owned  subsidiary,
Bank of Lodi ("the Bank") was 10.88% at September 30, 2000 compared to 10.51% at
December 31, 1999. The Bank's leverage  capital ratio was 7.75% at September 30,
2000 versus 7.73% at December 31, 1999.  The capital ratios are in excess of the
regulatory minimums for a well-capitalized bank.

Changes in Results of Operations

Three and Nine Months Ended September 30, 2000 and 1999
<TABLE>
Summary of Earnings Performance
<CAPTION>
                                           ------------------------------------    ----------------------------------
                                             Three Months Ended September 30,        Nine Months Ended September 30,
                                           ------------------------------------    ----------------------------------
                                                2000                  1999              2000                1999
                                           ----------------       -------------    ---------------      -------------
<S>                                        <C>                    <C>               <C>                        <C>
Earnings (in thousands)                    $        247           $        335      $       789                786
Basic earnings per share                   $       0.16           $       0.22      $      0.52               0.53
Diluted earnings per share                 $       0.16           $       0.21      $      0.51               0.51
Return on average assets                           0.54%                  0.80%            0.59%              0.63%
Return on average equity                           6.65%                  9.52%            7.30%              7.58%
Dividend payout ratio                                 --                 22.73%            9.62%             28.30%
Average equity to average assets                   8.09%                  8.37%            8.02%              8.32%
</TABLE>

The Company  reported net income of $247,000 ($0.16 per share,  diluted) for the
three months ended  September 30, 2000,  compared to $335,000  ($0.21 per share,
diluted)  for the same  period in 1999.  Net  income for the nine  months  ended
September 30, 2000 was $789,000 ($0.51 per share,  diluted) compared to $786,000
($0.51 per share,  diluted). The decrease in net income for the third quarter in
2000 when compared to the same period one year ago is due to an decrease of $177
thousand (7.6%) in net interest  income,  a decrease of $165 thousand (82.5%) in
the  provision  for  loan  losses,  an  increase  of  $75  thousand  (13.3%)  in
noninterest  income  and an  increase  of $197  thousand  (8.7%) in  noninterest
expense.  The  increase in net income  during the first nine months of 2000 when
compared to the same period in 1999 is due to an increase of $22 thousand (0.3%)
in net interest income, a decrease of $266 thousand (66.3%) in the provision for
loan losses,  an increase of $401 thousand  (26.2%) in  noninterest  income,  an
increase of $878 thousand (13.6%) in noninterest  expense and a decrease of $192
thousand (64.6%) in the provision for income taxes.


                                      -11-

<PAGE>

Net Interest Income
<TABLE>
The following tables provides a detailed analysis of the net interest spread and
net interest margin for the periods indicated:
<CAPTION>
                              -----------------------------------------------------------------------------------
                                                   For the Three Months Ended September 30,
                              -----------------------------------------------------------------------------------
                                                 2000                                   1999
                              ------------------------------------------   --------------------------------------
                                  Average       Income/         Yield        Average       Income/        Yield
   Dollars In Thousands           Balance       Expense          (1)         Balance       Expense         (1)
                              ------------   -------------   -----------   -----------   ------------  ----------
<S>                          <C>            <C>             <C>           <C>           <C>           <C>
Earning Assets:
Investment securities        $     34,414   $         550         6.34%  $     38,156   $        566        5.87%
(1)(2)
Federal funds sold and
securities purchased under
agreements to resell         $      5,383              83         6.12%         3,353             41        4.97%

Loans (2)(3)                      116,590           2,737         9.31%       104,627          2,619        9.93%
                              ------------   -------------   -----------  -----------   ------------  -----------
                                  156,387           3,370         8.55%   $   146,136   $      3,226        8.76%
                              ============   =============   ===========  ===========   ============  ===========
Liabilities:

Noninterest bearing
deposits                     $     21,810   $          --           --    $    20,171   $         --          --

Interest bearing
transaction accounts               83,480             341         1.62%        82,531            343        1.65%

Time deposits                      54,020             742         5.45%        50,096            561        4.44%

Other borrowings                    8,318             142         6.77%            --             --          --
                              ------------   -------------   -----------  -----------   ------------  -----------
Total Liabilities            $    167,628   $       1,225         2.90%   $   152,798   $        904        2.35%
                              ============   =============   ===========  ===========   ============  ===========
Net Interest Spread                                               5.65%                                     6.41%
                                                             ===========                              ===========

                              ------------   -------------   -----------  -----------   -----------   -----------
                                Earning         Income                      Earning        Income
                                Assets        (Expense)         Yield       Assets        (Expense)      Yield
                              ------------   -------------   -----------  -----------   ------------  -----------
Yield on average
earning assets               $    156,387   $       3,370         8.55%   $   146,136   $      3,226        8.76%

Cost of funding average
earning assets               $    156,387          (1,225)       (3.11)%  $   146,136           (904)      (2.46)%
                                             -------------   -----------                ------------  -----------
Net Interest Margin          $    156,387   $       2,145         5.44%   $   146,136   $      2,322        6.30%
                                             =============   ===========                ============  ===========
<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>


                                      -12-

<PAGE>

<TABLE>
<CAPTION>
                              ------------------------------------------------------------------------------------
                                                    For the Nine Months Ended September 30,
                              ------------------------------------------------------------------------------------
                                                 2000                                     1999
                              ------------------------------------------    --------------------------------------
                                  Average        Income/         Yield        Average       Income/        Yield
   Dollars In Thousands           Balance        Expense          (1)         Balance       Expense         (1)
                              ------------   -------------    ----------    -----------   -----------   ----------
<S>                          <C>            <C>              <C>           <C>           <C>           <C>
Earning Assets:
Investment securities
(1)(2)                       $      38,321  $        1,697          5.90%  $    40,580   $      1,805        5.95%

Federal funds sold and
securities purchased under
agreements to resell                 3,950             189          6.37%        4,823            173        4.80%

Loans (2)(3)                       114,300           7,958          9.27%       98,178          7,182        9.78%
                              ------------   -------------    ----------    -----------   -----------   ----------
                             $     156,571  $        9,844          8.38%  $   143,581   $      9,160        8.53%
                              ============   =============    ==========    ===========   ===========   ==========
Liabilities:

Noninterest bearing
deposits                     $      20,330  $           --            --   $    19,250   $         --           --

Interest bearing
transaction accounts                83,570           1,008          1.61%       81,159          1,002        1.65%

Time deposits                       53,820           2,091          5.18%       50,363          1,751        4.65%

Other borrowings                     6,500             316          6.48%          --              --           --
                              ------------   -------------    ----------    -----------   -----------   ----------
Total Liabilities            $     164,220  $        3,415          2.77%  $   150,772   $      2,753        2.44%
                              ============   =============    ==========    ===========   ===========   ==========
Net Interest Spread                                                 5.61%                                    6.09%
                                                              ==========                                ==========

                              ------------   -------------    ----------    -----------   -----------   ----------
                                Earning         Income                        Earning       Income
                                Assets        (Expense)          Yield        Assets      (Expense)        Yield
                              ------------   -------------    ----------    -----------   -----------   ----------
Yield on average
earning assets               $     156,571  $        9,844         8.38%   $   143,581   $      9,160        8.53%

Cost of funding average
earning assets               $     156,571  $       (3,415)       (2.91)%  $   143,581   $     (2,753)      (2.56)%
                                             -------------    ----------    -----------   -----------   ----------
Net Interest Margin          $     156,571  $        6,429          5.47%  $   143,581   $      6,407        5.97%
                                             =============    ==========                  ===========   ==========
<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>
Interest  income for the third quarter of 2000  increased  $144 thousand or 4.5%
over the same quarter of 1999.  The net  interest  margin of 5.44% for the third
quarter  of 2000  decreased  from 6.30% for the third  quarter of 1999.  For the
first nine months of 2000,  interest income increased $684 thousand or 7.5% over
the same  period one year ago.  The net  interest  margin of 5.47% for the first
nine  months of 2000  decreased  from 5.97%  over the same  period one year ago.
Improvement in interest  income and the decrease in the net interest  margin was
the result of the


                                      -13-

<PAGE>

higher volume of earning assets,  a more  profitable mix of earning  assets,  an
increase  in the prime  lending  rate and the  continued  growth in  noninterest
bearing  deposits  to help lower the cost of funding  earning  assets.  Interest
income was  negatively  impacted by the  nonaccrual  loans.  For the first three
months and nine months,  interest  forgone on nonaccrual  loans totaled $258,000
and  $554,000,   respectively.  While  management  is  aggressively  pursuing  a
resolution of the nonaccrual  loans,  it is uncertain  whether or not any of the
forgone interest will ultimately be collected.

Average  loans for the three months ended  September  30, 2000  increased  $12.0
million or 11.4%  compared to the prior year quarter.  For the first nine months
of 2000,  average loans  increased  $16.1 million or 16.4% compared to the first
nine months of 2000.  This increase has been the result of the Bank's efforts to
increase total loans.  It is the intent of management to increase the total loan
to deposit ratio to 75-80%, which at September 30, 2000 was 74.8%.

Average deposits for the three months ended September 30, 2000 increased by $6.5
million or 4.3%  compared to the prior year  quarter.  The average  rate paid on
interest bearing transaction  accounts decreased from 1.65% in the third quarter
of 1999 to 1.62%  for the  third  quarter  of 2000.  The  average  rate  paid on
certificates of deposits increased,  from 4.44% for the third quarter of 1999 to
5.45% for the same quarter of 2000.

For the first nine months of 2000,  average  deposits  increased $6.9 million or
4.6%  compared  to the first  nine  months  of 1999.  The  average  rate paid on
interest bearing transaction  accounts was 1.61% compared to 1.65% for 1999. The
average  rate paid on  certificates  of deposit was 5.18%  compared to 4.65% for
1999. The increase in rates paid on certificates of deposit is reflective of the
overall increase in interest rates.

Average  noninterest bearing deposits have kept pace with the growth in interest
bearing deposits from a year ago and make up approximately  13% of average total
deposits both for the third quarter and for the first nine months of 2000.  This
has helped to keep down the cost of funding earning assets. Average certificates
of  deposit  for the  third  quarter  and the  first  nine  months  of 2000 were
approximately  34% of average  deposits  compared to 33% for the same periods of
1999.

Average other borrowings during the three and nine month periods ended September
30, 2000 totaled $8.3  million and $6.5 million  respectively.  During the three
and nine month periods ended  September 30, 1999 the Bank did not have any other
borrowings.   The  increase  in  other  borrowings   occurred  as  a  result  of
management's  desire to rely on short term  borrowings  as a source of liquidity
versus other liquidity  options  (including the sale of investment  securities).
Additionally,  other borrowings increased as a result of the State of California
withdrawing  $7 million in  certificates  of  deposit.  The State of  California
withdrew  the  certificates  of deposit as a result of  concerns  regarding  the
Bank's  level of  nonperforming  loans.  Management  anticipates  regaining  the
certificates  of  deposit  once  the  nonperforming  loans  decrease  to a level
acceptable  to the State of  Californa.  For further  information  regarding the
nonperforming loans, see "Allowance for Loan Losses" contained herein.

Provision for Loan Losses

The provision for loan losses for the three and nine months ended  September 30,
2000 was $35,000 and $135,000  compared with $200,000 and $401,000 for the three
and nine months ended  September  30,  1999.  The  decrease is  attributable  to
general  loss  reserves  that  have been  established  based  upon  management's
evaluation of the risks associated with the loan portfolio.  Also see "Allowance
for Loan Losses" contained herein.


                                      -14-

<PAGE>

Noninterest Income

Noninterest income for the third quarter of 2000 increased $75 thousand or 13.3%
over the same period last year.  For the first nine months of 2000,  noninterest
income  increased  $401  thousand or 26.2%  compared to the first nine months of
1999.  The most  significant  cause for this  increase is the excess in the cash
surrender  value of insurance  contracts  over the  predetermined  profitability
index that is recognized as income.

Service  charge  income for the third  quarter  increased  $6  thousand  or 2.0%
compared to the same quarter of 1999. For the first nine months of 2000, service
charge income increased $203 thousand or 26.9% compared to the first nine months
of 1999. The increases in service charges are attributable to certain  increases
to service charges which were implemented in August, 1999.

Income from the sale and  servicing  of loans  during the third  quarter of 2000
increased $14 thousand or 9.9% compared to the prior year third quarter. For the
first nine months of 2000, income resulting from the sale and servicing of loans
decreased  $37 thousand or 7.1%  compared to the first nine months of 1999.  The
increases in income resulted  primarily from the increased  servicing  volume of
loans.  During the first nine months of 2000, income for the sales and servicing
of loans  has  declined  as a result  of higher  interest  rates  and  increased
competition. As interest rates have increased, the production of new residential
family and SBA loans has declined. Additionally, with increased competition, the
Company has experienced general declines in premiums received for SBA loans.

Noninterest Expenses

Noninterest  expenses increased $197 thousand or 8.7% compared to the prior year
quarter.  For the first nine months of 2000,  noninterest expense increased $878
thousand or 13.6%  compared  to the first nine months of 1999.  During the third
quarter and nine months of 2000, the Company incurred expenses totaling $124,000
and $216,000,  respectively,  relating to activities involving the nonperforming
loans.  Exclusive of these one time  expenses,  noninterest  expenses  increased
$73,000 (3.2%) and $662,000 (10.3%), respectively for the third quarter and nine
months of 2000.

For the third  quarter,  salary and employee  benefits  expense  increased  $109
thousand  or 10.8% legal  expenses  decreased  $5  thousand  or 7.8%  consulting
expenses increased $9 thousand or 17.6% marketing expenses decreased $9 thousand
or 9.8% and problem loan resolution expenses increased $115 thousand or 1,277.8%
compared to the prior year.

Year to date,  salary and employee  benefits expense  increased $434 thousand or
14.9%  legal  expenses  increased  $33  thousand  or 30.6%  consulting  expenses
increased $91 thousand or 67.9%  marketing  expenses  increased $127 thousand or
62.6% and problem loan  resolution  expenses  increased  $196 thousand or 980.0%
compared to the prior year.

Salary and employee  benefits  expense  increased as a result of the addition of
certain staffing positions combined with general merit increases in salaries and
increased employee benefit costs. The legal expense relates primarily to ongoing
corporate  matters  combined  with  costs  associated  with  the  resolution  of
classified  loans.  The  consulting  expenses have related  primarily to matters
regarding enhancement of noninterest income, personnel and employee benefits and
continued improvements to technology. The marketing expenses relate to increased
efforts to expand the Bank's  market  share  through the use of  television  and
radio.  During the first half of 2000,  the bank entered into an agreement  with
Mr. Stan Atkinson, a well known local television  personality,  to represent the
Bank as its spokesman.  Management  believes this  arrangement with Mr. Atkinson
will greatly improve the Bank's ability to increase  market share,  particularly
in the greater Sacramento area.


                                      -15-

<PAGE>

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 and nine months
ended September 30, 2000 are not necessarily indicative of the results which may
be expected for the year ended  December 31, 2000.  The  unaudited  consolidated
financial  statements  presented  herein should be read in conjunction  with the
consolidated  financial  statements and notes included in the 1999 Annual Report
to Shareholders.


                                      -16-

<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 nine months ended
September 30, 2000, there were no material changes in the market risk profile of
the Company or the Bank as described in the Company's 2000 Form 10-K.

PART II -- OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  Not Applicable.

ITEM 2.           CHANGES IN SECURITIES

                  Not Applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable.

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

                  Not Applicable

ITEM 5.           OTHER INFORMATION

                  Not Applicable

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

      (a)         Exhibits

                  Exhibit No.       Description

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

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

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

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

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


                                      -17-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                     10(n)          Form of Director  Supplemental  Compensation
                                    Agreement, effective as of April 3, 1998, as
                                    executed between Bank of Lodi, N.A. and each
                                    of Benjamin R. Goehring,  Michael D. Ramsey,
                                    Weldon D.  Schumacher and Dennis R. Swanson,
                                    filed  as  Exhibit  10(n)  to the  Company's
                                    Quarterly   Report  on  Form  10-Q  for  the
                                    quarter ended  September 30, 1998, is hereby
                                    incorporated by reference.
                                      -18-
<PAGE>


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

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

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

                     11             Statement  re  computation  of earnings  per
                                    share is incorporated herein by reference to
                                    Footnote  2 to  the  consolidated  financial
                                    statements included in this report.

                     21             Subsidiaries  of the  Company:  The  Company
                                    owns 100  percent  of the  capital  stock of
                                    Bank  of  Lodi,  National   Association,   a
                                    national   banking   association,   and  100
                                    percent  of the  capital  stock  of  Western
                                    Auxiliary Corporation.

                     27             Financial    Data    Schedule    (electronic
                                    submission only).

   (b)           Reports on Form 8-K

                     Form 8-K dated  November 1, 2000  announcing  third quarter
2000 financial results.


                                      -19-

<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: November 13, 2000                                 /s/ Allen R. Christenson
      -----------------                                 ------------------------
                                                        Allen R. Christenson
                                                        Senior Vice President
                                                        Chief Financial Officer


                                      -20-