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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, 1999

                                       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 March 31, 1999 there were  1,379,817  shares of Common Stock,  no par
value, outstanding.


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<PAGE>


                             FIRST FINANCIAL BANCORP

                                    FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1999
                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

                                     PART I

Item 1.  Financial Statements .............................................   1
         
Item 2.  Management's Discussion  and Analysis of Financial Condition and
         Results of Operations ............................................   7
         
Item 3.  Quantitative and Qualitative Disclosures about Market Risk .......  14
         
         
         
                                     PART II
         
Item 1.  Legal Proceedings ................................................  14
         
Item 2.  Changes in Securities ............................................  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
         
         
                                        i
<PAGE>

                                                      
ITEM 1. FINANCIAL STATEMENTS

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



                                                              Mar. 31   Dec. 31
Assets                                                         1999       1998
                                                             --------   --------

Cash and due from banks                                      $  7,551   $  7,329
Federal funds sold                                              5,100      4,800
Investment securities, at fair value                           46,562     45,647

Loans                                                          90,563     92,642
Less allowance for loan losses (Note 3)                         1,666      1,564
                                                             --------   --------

  Net loans                                                    88,897     91,078

Bank premises and equipment, net                                7,229      7,261
Accrued interest receivable                                     1,064      1,353
Other assets                                                    6,970      6,932
                                                             --------   --------

                                                             $163,373   $164,400
                                                             ========   ========

Liabilities and Stockholders' Equity

Liabilities:
    Deposits
       Noninterest bearing                                   $ 18,858   $ 18,535
       Interest bearing                                       129,483    131,009
                                                             --------   --------

          Total deposits                                      148,341    149,544


    Accrued interest payable                                      335        389
    Other liabilities                                             527        610
                                                             --------   --------

          Total liabilities                                   149,203    150,543

Stockholders' equity:
    Common stock - no par value; authorized 9,000,000
          shares, issued and outstanding in 1999 and 1998,
          1,379,817 and 1,349,292 shares                        7,790      7,584
    Retained earnings                                           6,176      5,971
    Accumulated other comprehensive income                        204        302
                                                             --------   --------

          Total stockholders' equity                           14,170     13,857
                                                             --------   --------

                                                             $163,373   $164,400
                                                             ========   ========

                                       1
<PAGE>


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

                                                    Three Months Ended March 31,
                                                          1999        1998
                                                         ------      ------
                                                   (Dollar amounts in thousands,
                                                     except per share amounts)
Interest income:
   Loans, including fees                                 $2,246      $1,686 
   Investment securities:                                          
            Taxable                                         580         900
            Exempt from Federal taxes                        52          64
   Federal funds sold                                        80          99
                                                         ------      ------
                                                                   
            Total interest income                         2,958       2,749
                                                                   
Interest expense:                                                  
   Deposit accounts                                         938         965
                                                         ------      ------
                                                                   
            Net interest income                           2,020       1,784
                                                                   
Provision for loan losses                                   100          30
                                                         ------      ------
                                                                   
            Net interest income after provision                    
               for loan losses                            1,920       1,754
                                                                   
Noninterest income:                                                
    Service charges                                         208         216
    Premiums and fees from SBA and mortgage operations      216         194
    Miscellaneous                                            61           6
                                                         ------      ------
                                                                   
            Total noninterest income                        485         416
                                                                   
Noninterest expense:                                               
    Salaries and employee benefits                          932         903
    Occupancy                                               199         153
    Equipment                                               156         135
    Other                                                   702         643
                                                         ------      ------
            Total noninterest expense                     1,989       1,834
                                                         ------      ------
                                                                   
            Income before provision for income taxes        416         336
                                                                   
Provision for income taxes                                  143         106
                                                         ------      ------
                                                                   
            Net income                                   $  273      $  230
                                                         ======      ======
            Net income per share:                                  
            Basic (Note 2)                               $ 0.20      $ 0.17
                                                         ======      ======
            Diluted (Note 2)                             $ 0.19      $ 0.16
                                                         ======      ======
                                                                 

                                       2
<PAGE>

<TABLE>

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

<CAPTION>

                                                                                     1999         1998
                                                                                     ----         ----
<S>                                                                                <C>         <C>     
Cash flows from operating activities:
Net income                                                                         $    273    $    230
     Adjustments  to  reconcile  net  income to net cash (used in)  provided  by
     operating activities:
          Decrease in loans held for sale                                            (2,164)       (610)
          (Decrease) increase in deferred loan income                                   (11)         31
          Provision for other real estate owned losses                                 --             6
          Depreciation and amortization                                                 266         352
          Provision for loan losses                                                     100          30
          Provision for deferred taxes                                                 --           (14)
          Decrease in accrued interest receivable                                       289         431
          Decrease in accrued interest payable                                          (54)        (24)
          Decrease in other liabilities                                                 (83)       (231)
          Increase in cash surrender value of life insurance                            (29)       --
          (Increase) decrease in other assets                                           (10)        123
                                                                                   --------    --------
                  Net cash (used in) provided by operating activities                (1,423)        324


Cash flows from investing activities:
    Proceeds from maturity of available-for-sale securities                           6,313       9,138
    Proceeds from sale of available-for-sale securities                                 750        --
    Purchases of available-for-sale securities                                       (8,150)     (4,002)
    Net decrease in loans made to customers                                           4,256        (275)
    Purchases of bank premises and equipment                                           (159)       (221)
                                                                                   --------    --------

                  Net cash provided by investing
                  activities                                                          3,010       4,640


Cash flows from financing activities:
    Net (decrease) increase in deposits                                              (1,203)      1,670
    Dividends paid                                                                      (68)        (67)
    Proceeds from issuance of common stock                                              206        --
                                                                                   --------    --------
                  Net cash (used in) provided by financing activities                (1,065)      1,603
                  Net increase in cash and cash equivalents                             522       6,567

Cash and cash equivalents at beginning of period                                     12,129      12,083
                                                                                   --------    --------

Cash and cash equivalents at end of period                                         $ 12,651    $ 18,650
                                                                                   ========    ========
</TABLE>
                                                    3

<PAGE>


<TABLE>
                                     FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                  Consolidated Statements of Stockholders' Equity
                                        (in thousands except share amounts)

Three Months Ended March 31, 1998

<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, 1997          1,332,842   $    7,455                     5,188              218       12,861

Comprehensive income:

   Net income                                                    $       230      230                           230
                                                              ---------------

   Other comprehensive loss:

      Unrealized holding losses
      arising during the current
      period, net of tax
      effect of $20                                                      (27)
                                                              ---------------
          Total other          
          comprehensive loss                                             (27)                      (27)         (27)
                                                              ---------------
   Comprehensive income                                          $       203
                                                              ===============

Cash dividend declared                                                            (67)                          (67)
                                     ----------- ------------                 --------- ---------------- ------------
Balance at March 31, 1998             1,332,842   $    7,455                    5,351              191       12,997
                                     =========== ============                 ========= ================ ============


Three Months Ended March 31, 1999

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

Comprehensive income:

   Net income                                                    $       273       273                           273
                                                              ---------------

   Other comprehensive loss:

      Unrealized holding losses
      arising during the current
      period, net of tax
      effect of $48                                                      (98)
                                                              ---------------
          Total other          
          comprehensive loss                                             (98)                      (98)         (98)
                                                              ---------------
   Comprehensive income                                          $       175
                                                              ===============

Options exercised                        30,525          206                                                    206

Cash dividend declared                                                            (68)                          (68)
                                     ----------- ------------                 --------- ---------------- ------------
Balance at March 31, 1999             1,379,817   $    7,790                    6,176              204       14,170
                                     =========== ============                 ========= ================ ============

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                                    4

<PAGE>


                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                      March 31, 1999 and December 31, 1998

(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.  The following is
     a  description  of new  accounting  standards  adopted  during the  current
     period.

     Accounting for Mortgage-Backed Securities Retained after the Securitization
     of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise

     The Company adopted Statement of Financial  Accounting Standards (SFAS) No.
     134,   Accounting  for   Mortgage-Backed   Securities  Retained  after  the
     Securitization  of  Mortgage  Loans  Held  for Sale by a  Mortgage  Banking
     Enterprise  beginning January 1, 1999. SFAS No. 134 requires that after the
     securitization  of  mortgage  loans  held for sale,  an entity  engaged  in
     mortgage  banking   activities   classify  the  resulting   mortgage-backed
     securities or other retained  interests  based on its ability and intent to
     sell or hold those  investments.  Adoption of this  standard did not have a
     material impact on the financial statements of the company.

     Accounting  for the Costs of Computer  Software  Developed  or Obtained for
     Internal Use

     The Company  adopted  Statement of Position (SOP) 98-1,  Accounting for the
     Costs of Computer Software Developed or Obtained for Internal Use beginning
     January 1, 1999. SOP 98-1 provides  guidance on accounting for the costs of
     computer software developed or obtained for internal use. It specifies that
     computer  software  meeting  certain   characteristics   be  designated  as
     internal-use software and sets forth criteria for expensing,  capitalizing,
     and amortizing  certain costs related to the  development or acquisition of
     internal-use  software.  Adoption of this  standard did not have a material
     impact on the financial statements of the company.

     Reporting on the Costs of Start-Up Activities

     The Company adopted SOP 98-5, Reporting on the Costs of Start-Up Activities
     beginning  January 1, 1999.  SOP 98-5  provides  guidance on the  financial
     reporting of start-up costs and  organization  costs.  It requires costs of
     start-up  activities  and  organization  costs to be expensed as  incurred.
     Adoption of this  standard did not have a material  impact on the financial
     statements of the company.

<TABLE>
 (2) Weighted Average Shares Outstanding

     Basic and diluted  earnings  per share for the three months ended March 31,
     1999 and 1998 were computed as follows:

<CAPTION>
                                                                         Income              Shares        Per-Share
           Three months ended March 31, 1999                           (numerator)       (denominator)       Amount
           -------------------------------------------------------- ------------------ ------------------- ----------
<S>                                                                     <C>                     <C>          <C>    
           Basic earnings per share                                     $     273,000           1,350,982    $   .20
           Effect of dilutive securities                                         --                61,449         --
                                                                    ------------------ -------------------
           Diluted earnings per share                                   $     273,000           1,412,432    $   .19
                                                                    ================== ===================

                                                                         Income              Shares        Per-Share

                                                    5

<PAGE>


                                       FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                         March 31, 1999 and December 31, 1998 (Cont.)


           Three months ended March 31, 1998                           (numerator)       (denominator)       Amount
           -------------------------------------------------------- ------------------ ------------------- ----------
           Basic earnings per share                                     $     230,000           1,332,842    $   .17
           Effect of dilutive securities                                         --                88,508         --
                                                                    ------------------ -------------------
           Diluted earnings per share                                   $     230,000           1,421,350    $   .16
                                                                    ================== ===================
</TABLE>

<TABLE>
(3) Allowance for Loan Losses
<CAPTION>
                                                                       3/31/99           12/31/98
                                                                   -----------          ---------
<S>                                                                <C>                  <C>      
         Balance at beginning of period                            $ 1,564,000          1,313,000

            Loans charged off                                           (8,000)          (132,000)
            Recoveries                                                  10,000            133,000
            Provisions charged to operations                           100,000            250,000
                                                                   -----------          ---------

         Balance at end of period                                  $ 1,666,000          1,564,000
                                                                   ===========          =========
</TABLE>
                                                    6

<PAGE>


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

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

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

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

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

In addition,  the dates on which the Company believes the Year 2000 project will
be  completed  are based on  management's  best  estimates,  which were  derived
utilizing  numerous  assumptions  of  future  events,  including  the  continued
availability  of certain  resources,  third-party  modification  plans and other
factors.  However,  there  can be no  guarantee  that  these  estimates  will be
achieved,  or that there will not be a delay in, or increased  costs  associated
with, the  implementation of the Year 2000 project.  Specific factors that might
cause differences between the estimates and actual results include,  but are not
limited to, the  availability and cost of trained  personnel,  ability to locate
and correct all computer related issues,  timely responses to and corrections by
third-parties and suppliers,  the availability to implement  interfaces  between
new systems and the systems not being replaced, and similar  uncertainties.  Due
to the general uncertainty inherent in the Year 2000 problem,  resulting in part
from the  uncertainty of the Year 2000 readiness of  third-parties,  the Company
cannot  ensure  its  ability  to timely and  cost-effectively  resolve  problems
associated  with  the Year  2000  issues  that may  affect  its  operations  and
business, or expose it to third-party liability.

The  following  discussion  addresses  information  pertaining  to the financial
condition  and results of  operations  of the Company  that may not be otherwise
apparent  from a review of the  consolidated  financial  statements  and related
footnotes.  It should be read in  conjunction  with those  statements  and notes
found on pages 1 through 6, as well as other  information  presented  throughout
this report.

Changes in Financial Condition

Consolidated  total assets at March 31, 1999 were down  approximately $1 million
from  December  31,  1998,  reflecting  a similar  decrease in  deposits.  While
non-interest  bearing  deposits grew by $323,000 or 2% during the first quarter,
interest  bearing  deposits  decreased  $1.5  million or 1%.  Such a decrease in
deposits is consistent with historical  trends which reflect a seasonal  decline
in deposits during the first quarter that is typically associated with the local
agricultural industry.

                                       7

<PAGE>

The loan portfolio  decreased by 2%, or $2.1 million,  from December 31, 1998 to
March 31, 1999. The decrease reflects the sale of approximately  $2.6 million in
mortgage loans which were held for sale to the secondary  market at December 31,
1998. At March 31, 1999,  the Bank had $455,000 in mortgage  loans held for sale
to the secondary market. The portion of the commercial loan portfolio consisting
of agriculture  lines of credit started to increase  towards the end of 1998 and
continued throughout the first quarter of 1999.  Agriculture lines of credit are
cyclical in nature as  historically  borrowers  draw on their lines of credit in
the Spring.  It is anticipated that the agriculture lines of credit will peak to
$12 million in the Spring  before  payoffs occur in the Fall. At March 31, 1999,
agricultural lines of credit were  approximately  $7.8 million.  Real estate and
Small Business  Administration  ("SBA") loans increased 3% and 1%, respectively,
from the end of 1998.  Commercial  (excluding  agriculture loans)  construction,
mortgage and consumer loans decreased 6%, 5%, 13% and 7%,  respectively,  during
the first quarter.

The  allowance  for loan  losses  (the  "allowance")  is  established  through a
provision  for possible loan losses  charged to expense.  The allowance at March
31, 1999 was in excess of the December 31, 1998 allowance by $102  thousand,  or
0.77%,  as a result of a provision  for $100  thousand and net  recoveries of $2
thousand.  Nonperforming loans decreased by $132 thousand, to $305 thousand from
December  31,  1998 to March 31,  1999,  and the  allowance  for loan  losses to
nonperforming loan coverage ratio increased to 5.46 times from 3.56 times. Total
portfolio delinquency at March 31, 1999 was 1.46%, compared to 1.40% at December
31, 1998.  Management  believes that the allowance at March 31, 1999 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, 1999 and
December 31, 1998, respectively:

Analysis of the Allowance for Loan
Losses


                                                          3/31/99       12/31/98
                                                        ---------       --------
Balance at beginning of period                          $   1,564      $   1,313
Charge-offs:
   Commercial                                                --             (67)
   Real estate                                               --             (25)
   Consumer                                                   (8)           (40)
                                                        ---------      ---------
   Total charge-offs                                          (8)          (132)
Recoveries:
   Commercial                                                   8            112
   Real estate                                               --             --
   Consumer                                                     2             21
                                                        ---------      ---------
   Total recoveries                                            10            133
                                                        ---------      ---------
Net recoveries                                                  2              1
Provision charged to operations                               100            250
                                                        ---------      ---------
Balance at end of period                                $   1,666      $   1,564
                                                        =========      =========
  



Allocation of the Allowance for Loan Losses

                             3/31/99        3/31/99      12/31/98      12/31/98
Loan Category                 Amount       % of Loans      Amount     % of Loans
-------------                 ------       ----------      ------     ----------
Commercial                  $    235         62.33%           240        63.16%
Real Estate                      140         37.14%           129        33.95%
Consumer                           2          0.53%            11         2.89%
Unallocated                    1,289            N/A         1,184           N/A
                            --------        -------       -------       -------
                            $  1,666        100.00%         1,564       100.00%
                            ========        =======       =======       =======

                                       8

<PAGE>

Investments

Investment in bonds decreased by $6.5 million, or 24%, from December 31, 1998 to
March  31,  1999.   The  decline   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 over the first  quarter of 1999
were  reinvested  primarily  money market  mutual funds in order to avoid market
risk over the short-term before funding loans. As a result, the balance in money
market mutual funds  represents an increase of $7.6 million or 43% from December
31,  1998.  At March 31,  1999,  the Bank held  approximately  $4.5  million  in
callable U.S. Agency securities with an average maturity,  months to first call,
and average yield of 9 years, 6 months, and 6.99%, respectively.

Equity

Consolidated  equity  increased by $313 thousand from December 31, 1998 to March
31, 1999. Consolidated equity represented 8.67% and 8.43% of consolidated assets
at March 31, 1999 and December 31, 1998,  respectively.  Stock option  exercises
during the three months ended March 31, 1999 increased  equity by $206 thousand.
The increase in equity from earnings of $273 thousand for the three months ended
March 31, 1999 exceeded  reductions from dividend payments of $68 thousand and a
reduction  to equity of $98  thousand  to reflect  the  after-tax  market  value
decline of the available-for-sale  investment securities portfolio. The decrease
in the investment security portfolio's market value reflects the increase in the
level market interest rates at March 31, 1999 compared to December 31, 1998.

The total risk-based  capital ratio for the Company's  wholly owned  subsidiary,
Bank of Lodi was 11.40% at March 31, 1999  compared  to 11.10% at  December  31,
1998. The increase in the total  risk-based  capital ratio is largely a function
of the decrease in loan volume. Loans carry a risk weight of 100% compared to an
average  risk-weight of 20% for the funds used to make loans. For each dollar in
new loans,  risk-weighted  assets increases by eighty cents. The Bank's leverage
capital ratio was 7.48% at March 31, 1999 versus 7.35% at December 31, 1998. The
capital ratios are in excess of the regulatory  minimums for a  well-capitalized
bank.

Year 2000 Preparedness

Preparedness  for the Year 2000 date change with respect to computer  systems is
recognized as a serious issue throughout the banking industry.  Progress reports
prepared by  management  are  provided  monthly to the Board of Directors at its
regularly scheduled meetings and to the audit committee. The potential impact of
the Year 2000  compliance  issue on the  financial  services  industry  could be
material,   as  virtually  every  aspect  of  the  industry  and  processing  of
transactions will be affected.  Due to the size of the task facing the financial
services industry and the interdependent nature of its transactions, the Company
may be  adversely  affected  by this  problem,  depending  on whether it and the
entities with which it does business address this issue successfully. The impact
of Year 2000 issues on the Company  will depend not only on  corrective  actions
that the  Company  takes,  but also on the way in which  Year  2000  issues  are
addressed by  governmental  agencies,  businesses  and other third  parties that
provide services or data to, or receive  services or data from, the Company,  or
whose financial condition or operational capability is important to the Company.

The Company's State of Readiness

The Company  engages the services of  third-party  software  vendors and service
providers for  substantially  all of its electronic data  processing.  Thus, the
focus  of the  Company  is to  monitor  the  progress  of its  primary  software
providers toward Year 2000 compliance and prepare to test future-date  sensitive
data of the Company in simulated processing.

The Company's Year 2000 compliance  program has been divided into phases, all of
them common to all  sections of the  process:  (1)  inventorying  date-sensitive
information  technology and other business systems;  (2) assigning priorities to
identified  items and assessing the efforts required for Year 2000 compliance of
those  determined  to be material to the  Company;  (3)  upgrading  or replacing
material  items that are  determined  not to be Year 2000  compliant and testing
material items; (4) assessing the status of third party risks; and (5) designing
and implementing contingency and business resumption plans.

                                       9

<PAGE>

As part of the on-going  supervision of the banking  industry,  bank  regulatory
agencies are  continuously  surveying the Company's  progression  and results of
each one of these  phases.  Progress  reports are provided  monthly at regularly
scheduled Board meetings.

In the first  phase,  the  Company  conducted a thorough  evaluation  of current
information technology systems, software and embedded technologies, resulting in
the identification of 21 Mission Critical Systems that could be affected by Year
2000 issues. Non-information technology systems such as climate control systems,
elevators and vault security  equipment,  were also surveyed.  This stage of the
Year 2000 process is complete.

The  Bank's  lending  department  made  its  own  initial  inquiries   regarding
commercial  borrower's  Year 2000  compliance in 1998. As new loans are made (or
existing loans renewed),  responses to inquiries are documented in the loan file
and updated as necessary.  This is done in order to properly assess the state of
readiness and evaluate any potential  impact to commercial  borrowers  which may
affect their ability to repay their loans.

In phase  two of the  process,  results  from the  inventory  were  assessed  to
determine  the Year 2000 impact and what  actions  were  required to obtain Year
2000  compliance.  For the Company's  mission-critical  systems,  actions needed
consist principally of upgrades to application versions that vendors have tested
for Year 2000  compliance.  The Bank's  core  information  system is The Phoenix
Banking System (PBS) from Phoenix International Ltd., which was developed in the
early  1990's.  The Bank  converted  to PBS in 1996.  PBS was  developed  with a
four-digit  year field.  Phoenix  International  Ltd.  has  completed  Year 2000
testing  on  version  2.01 of PBS.  No code  changes  to PBS were  necessary  to
complete those tests.

The third  phase  includes  the  upgrading,  replacement  and/or  retirement  of
systems, and testing. This stage of the Year 2000 process has been substantially
completed  for mission  critical  systems.  The Company and the Bank upgraded to
version  2.01 of PBS and  completed  all  on-site  testing of  mission  critical
systems.  Each of the  upgrades,  to the extent  economically  feasible,  is run
through a test  environment  before it is implemented.  It is also tested to see
how well it integrates with the Company's  overall data processing  environment.
Validation  of testing by a third  party is  scheduled  to be  completed  in the
Spring of 1999.

The  fourth  phase,  assessing  third  party  risks,  includes  the  process  of
identifying  and  prioritizing  critical  suppliers  and customers at the direct
interface  level,  as well as other  material  relationship  with third parties,
including various  exchanges,  clearing houses,  other banks,  telecommunication
companies and public utilities.  This evaluation includes communicating with the
third  parties  about their plans and progress in  addressing  Year 2000 issues.
Detailed  evaluations  of the most critical  third parties have been  initiated.
These evaluations will be followed with a validation process,  which are ongoing
and  scheduled  to be completed  in the second  quarter of 1999,  with follow up
reviews scheduled through the remainder of 1999.

Business Resumption and Contingency Plan

The  final  phase of the  Company's  Year 2000  compliance  program  relates  to
business  resumption and contingency  plans. The Company  maintains  contingency
plans in the normal  course of business  designed to be deployed in the event of
various  potential  business  interruptions.  These plans have been expanded and
will be tested, to address Year  2000-specific  interruptions  such as power and
telecommunication  infrastructure failures, and will continue to be supplemented
if and when the  results  of systems  integration  testing  identify  additional
business functions at risk. The Company is defining core business processes that
are dependent upon mission-critical systems and reviewing the business impact on
those processes from the failure of mission critical systems in order to develop
specific business  resumption  contingency  plans.  Management  anticipates that
these tests and reviews will be completed in the Fall of 1999.

Costs

As the Company relies upon third-party  software  vendors and service  providers
for substantially all of its electronic data processing, the primary cost of the
Year 2000 Project has been and will continue to be the  reallocation of internal
resources and, therefore, does not represent incremental expense to the Company.
Management  estimates that the incremental cost of mitigating Year 2000 risk and
third-party  reviews of results will be $135 thousand ("cash  budget"),  and the
cost of  management's  time invested in this project will be  approximately  $30
thousand.

                                       10

<PAGE>

Management  warns  that the paid  expenses  associated  with this  project  as a
percentage  of the total budget or the cash budget  should not be construed as a
percentage  of  completion.  In addition to the budget,  the Bank has  allocated
approximately  $30  thousand  within the  allowance  for  potential  loan losses
stemming  from the Year 2000 problem.  Borrowers are  continuing to be evaluated
for Year  2000  compliance  and,  as a  result  of such  evaluation,  additional
allocations within the allowance or specific  provisions to the allowance may be
taken in the  future.  While an amount of $25  thousand  is included in the cash
budget for the costs of  contingencies  for the Year 2000,  the  Company did not
provide this amount in the first quarter.

Risks

Failure to correct a material Year 2000 problem could result in an  interruption
in, or a failure of,  certain  normal  business  activities or  operations.  The
Company believes that, with the  implementation of upgraded business systems and
completion of the Year 2000 Project as scheduled, the possibility of significant
interruptions  of normal  operations due to the failure of those systems will be
reduced.   However,   the  Company  is  also   dependent   upon  the  power  and
telecommunications  infrastructure within the United States, and processes large
volumes of transactions through various clearing houses and correspondent banks.
The most  reasonably  likely worst case  scenario  would be that the Company may
experience  disruption in its operations if any of these  third-party  suppliers
reported a system failure.  Although the Company's Year 2000 Project will reduce
the level of  uncertainty  about the  compliance  and  readiness of its material
third-party  providers,  due to the general uncertainty over Year 2000 readiness
of these third-party suppliers,  the Company is unable to determine at this time
whether the consequences of Year 2000 failures will have a material impact.

Changes in Results of Operation - Three Months ended March 31, 1999

Summary of Earnings Performance

----------------------------------------- --------------------------------------
                                            For the three months ended March 31:
                                          --------------------------------------
                                                          1999             1998
                                                          ----             ----
Net income (in thousands)                                $ 273              230
----------------------------------------- --------------------- ----------------
Basic net income per share                             $   .20              .17
Diluted net income per share                               .19              .16
Return on average assets                                 0.68%            0.64%
Return on average equity                                 7.90%            7.10%
Dividend payout ratio                                   24.91%           29.41%
----------------------------------------- --------------------- ----------------
"Cash" net income (in thousands) (1)                    $  314              284
Diluted "cash" net income per share                        .22              .20
"Cash" return on average assets                          0.77%             .76%
"Cash" return on average equity                          9.09%            8.80%
----------------------------------------- --------------------- ----------------
Average equity to average assets                         8.55%            8.70%
----------------------------------------- --------------------- ----------------

(1)  "Cash"  net  income  represent   earnings  based  upon  generally  accepted
     accounting  principles  plus the after-tax,  non-cash effect on earnings of
     the  amortization of intangible  assets.  Following the 1997 acquisition of
     three  branches  from Wells  Fargo Bank,  the "cash" net income,  return on
     assets, and return on equity are the most comparable to prior year numbers.
     They are  also the more  relevant  performance  measures  for  shareholders
     because  they  measure  the  Company's  ability to  support  growth and pay
     dividends.

                                       11

<PAGE>

Net income for the quarter  increased 19% compared to the first quarter of 1998.
Net  interest  income  increased  by 13% as a result of the  better  pricing  on
certain interest bearing deposit products.  Noninterest income increased by 17%,
while  noninterest  expense  increased  by 8%. Based upon the net income for the
three months ended March 31, 1999, the Company's  board of directors  declared a
cash dividend of $.05 per share payable May 28, 1999 to  shareholders  of record
on May 14, 1999. This is the seventeenth  consecutive quarterly dividend paid by
the Company.

Net Interest Income

<TABLE>
The following table provides a detailed  analysis of the net interest spread and
net interest margin for the periods indicated:
<CAPTION>
            ------------------------------------ ------------------------------- --------------------------------
                                                     For the Quarter Ended            For the Quarter Ended
                                                         March 31, 1999                  March 31, 1998
                                                         (in thousands)                  (in thousands)
            ------------------------------------ ------------------------------- ------------------------------
                                                  Average    Income/             Average     Income/
                                                  Balance   Expenses   Yield(1)  Balance    Expenses   Yield(1)
                                                  -------   --------   -------   -------    --------   --------
<S>                                              <C>            <C>       <C>    <C>             <C>      <C>  
            Earning Assets:

            Investment securities (1)            $  48,425        632     5.29%  $  59,825         964     6.53%

            Federal funds sold                       6,796         80     4.77%      7,900          99     5.08%

            Loans (2)                               92,137      2,246     9.89%     64,741       1,686    10.56%
                                                 ---------      -----     ----   ---------       -----    ----- 
                                                 $ 147,358      2,958     8.14%  $ 132,466       2,749     8.42%
                                                 =========      =====     ====   =========       =====    ===== 

            Liabilities:

            Noninterest bearing deposits         $  18,098         --        --  $  15,692          --        --

            Savings, money market, & NOW
            deposits                                80,748        330     1.66%     74,437         429     2.34%

            Time deposits                           50,071        608     4.92%     44,819         535     4.84%
                                                 ---------      -----     ----   ---------       -----    ----- 
            Total Liabilities                    $ 148,917        938     2.55%  $ 134,948         964     2.90%
                                                 =========      =====     ====   =========       =====    ===== 

            Net Interest Spread                                           5.59%                            5.52%
                                                                          ====                            =====
            ------------------------------------ ---------- ---------- --------- ---------- ----------- ---------
                                                 Earning     Income              Earning      Income
                                                  Assets    (Expense)   Yield     Assets    (Expense)    Yield
                                                  ------    ---------   -----     ------    ---------    -----
            Yield on average  earning assets      $147,358      2,958     8.14%   $132,466       2,749     8.42%

            Cost of funding average earning
            assets                                $147,358      (938)   (2.58%)   $132,466       (965)   (2.95%)
                                                                -----    -----                   -----    ----- 

            Net Interest Margin                   $147,358      2,020     5.56%   $132,466       1,784     5.47%
                                                                =====     ====                   =====    =====
            ------------------------------------ ---------- ---------- --------- ---------- ----------- ---------
<FN>
           (1) Yield for period  annualized  on actual  number of days in period
               and based on a 365-day year.
           (2) Income on  tax-exempt  securities  has not been adjusted to a tax
               equivalent basis.
           (3) Nonaccrual loans are included in the loan totals for each period;
               however,  only  collected  interest  on such loans is included in
               interest income.
</FN>
</TABLE>

Net interest income for the first quarter of 1999 increased by $236 thousand, or
13%,  over the same  quarter  of 1998.  The net  interest  margin of 5.56% was a
slight increase from the 5.47% for the first quarter of 1998. Improvement in the
net  interest  margin  over the same period of 1998 was the result of the higher
volume of earning  assets,  a more  profitable  mix of earning  assets,  and the
continued  growth in  non-interest  bearing  deposits  to help lower the cost of
funding earning assets.

The stronger mix of earning assets is a direct result of the Company's continued
efforts to more profitably employ funds through the generation of quality loans.
Significant progress has been made at the three branches acquired in February of
1997 and the Elk Grove branch which opened in August of 1998. At the time of the
acquisition  from

                                       12
<PAGE>

Wells  Fargo,  there  were no loans  associated  with the three  branches  while
deposits totaled  approximately  $34 million.  At March 31, 1999, after slightly
more than two years of operations,  gross loans at these branches  totaled $13.5
million  against  deposits of $39.5 million while the Elk Grove branch had gross
loans of $627 thousand and total  deposits of $526  thousand.  In addition,  the
loan production  office in Folsom,  California,  which opened in January of 1998
had gross loans of $5 million.

Loan yields for the first quarter of 1999 were 67 basis points lower from a year
ago,  while average  loans  increased by $27.4  million,  or 42%, over the prior
year. As a percentage of total earning assets,  average loans  outstanding  were
63% compared to 49% at the end of the first  quarter of 1998 and 55% at year-end
1998.  The increased mix of loans in earning  assets helped to offset the effect
of declining  market yields in investments.  The growth in average loans was the
result  of  persistent  business  development  efforts  on the part of the banks
officers and  employees in both  existing and  new-branch  markets and favorable
economic  conditions  that  have  stimulated  mortgage  demand  and real  estate
activity.

Average  deposits  for the three  months  ended March 31, 1999  increased by $14
million, or 10%, compared to the prior year quarter. Average noninterest bearing
deposits have kept pace with the growth in interest bearing deposits from a year
ago and continue to make up 12% of average  total  deposits.  This has helped to
keep down the cost of funding  earning assets.  Average  certificates of deposit
were 34% of average deposits compared to 33% in the prior year quarter.

Provision for Loan Losses

The Bank  provided  $100  thousand to the allowance in the first quarter of 1999
which is  attributable  to general loss reserves that have been  established  in
connection  with  loan  portfolio  growth.  The  allowance  for loan  losses  is
discussed above under Changes in Financial Condition.

Noninterest Income

Noninterest  income for the first quarter of 1999 increased by $69 thousand,  or
17%,  over the same  period  last  year.  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 decreased by $8 thousand,  or 4%, primarily as a result of
higher average balances  maintained in certain deposit accounts thereby avoiding
monthly service  charges.  Income from the sale and servicing of loans increased
by $22  thousand,  or 11%,  compared to the prior year  quarter.  The  increased
income  from the sale and  servicing  of loans is due to a larger  portfolio  of
mortgage  loans being serviced and a higher volume of SBA loans sold than in the
same quarter of 1998.

Noninterest Expenses

Noninterest  expenses  increased by $155 thousand,  or 8%, compared to the prior
year  quarter.  The  increase in  noninterest  expense is  primarily  due to the
expenses  associated  with the Folsom  loan  production  office  which were only
partially  incurred in the first  quarter of 1998 and the  exclusion  of the Elk
Grove  branch  which did not open until the third  quarter of 1998.  Included in
other   noninterest   expense  are  expenses   associated  with  the  Year  2000
preparedness.  The  Company  has a total  budget for the Year 2000  preparedness
project of $165  thousand,  of which $110 thousand is for actual  expenses,  $25
thousand  as a  provision  for  contingencies  and the  remaining  $30  thousand
represents the  opportunity  cost of  management's  time needed to focus on this
issue.  Approximately  $15 thousand was spent in the first quarter of 1999,  the
majority of which was for system testing and  validation.  This brings the total
expenses  associated with this project at $42 thousand or 38% of the cash budget
for actual  expenses.  Management  estimates  that the Year 2000  project is 80%
completed and it is  anticipated  that the project will be complete in the third
quarter of 1999.  While the Company  believes  that the budget for the Year 2000
preparedness  project  is  adequate  to  mitigate  the risks  with the Year 2000
problem,  there can be no  assurances  that the  Company  will not  incur  costs
exceeding such budget.

                                       13

<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 months ended March
31, 1999 are not necessarily indicative of the results which may be expected for
the  year  ended  December  31,  1999.  The  unaudited   consolidated  financial
statements  presented herein should be read in conjunction with the consolidated
financial   statements   and  notes  included  in  the  1998  Annual  Report  to
Shareholders.

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, 1999, there were no material changes in the market risk profile of the
Company or the Bank as described in the Company's 1998 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.

                                       14

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

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

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

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

                     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.

                                       15

<PAGE>

                     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.

                     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
                                    Footnotes  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

                  Not Applicable.

                                       16

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                            FIRST FINANCIAL BANCORP




Date: May 14, 1999                          /s/ Leon J. Zimmerman
      ------------                          ---------------------
                                            Leon J. Zimmerman
                                            President & CEO

                                       17