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

                                  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 June 30, 2003

                                       OR

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

 For the transition period from ______________________ to ______________________
                        Commission File Number : 0-12499


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


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

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

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

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

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

                                                          [X] Yes         [ ] No

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

                                                          [ ] Yes         [X] No

     As of July 31, 2003 there were  1,629,711  shares of Common  Stock,  no par
value, outstanding.

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


<PAGE>

                             FIRST FINANCIAL BANCORP

                                    FORM 10-Q

                       FOR THE QUARTER ENDED JUNE 30, 2003
                                TABLE OF CONTENTS



                                                                            Page

                                                      PART I

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

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations ...........................................     8

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

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



                                             PART II

Item 1.  Legal Proceedings ...............................................    15

Item 2.  Changes in Securities and Use of Proceeds .......................    15

Item 3.  Defaults Upon Senior Securities .................................    15

Item 4.  Submission of Matters to a Vote of Security Holders..............    15

Item 5.  Other Information ...............................................    15

Item 6.  Exhibits and Reports on Form 8-K ................................    15


Signatures ...............................................................    16
Index to Exhibits ........................................................    17


<PAGE>

ITEM 1. FINANCIAL STATEMENTS

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (Unaudited)
                       (in thousands except share amounts)
<TABLE>
<CAPTION>
                                                                     June 30,      December 31,
Assets                                                                 2003            2002
------                                                               --------        --------
<S>                                                                  <C>             <C>
Cash and due from banks                                              $ 16,434        $ 14,988
Federal funds sold and securities purchased under resale
    agreements                                                         22,395          19,634
Investment securities available for sale, at fair value                47,971          33,125
Loans held for sale                                                     7,240           7,578


Loans, net of deferred loan fees                                      164,246         157,147
Less allowance for loan losses                                          3,260           3,057
                                                                     --------        --------

  Net loans                                                           160,986         154,090

Premises and equipment, net                                             6,394           6,745
Accrued interest receivable                                               937             772
Other assets                                                           18,155          18,314
                                                                     --------        --------

    Total Assets                                                     $280,512        $255,246
                                                                     ========        ========

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

Liabilities:
    Deposits:
       Noninterest bearing                                           $ 39,063        $ 34,673
       Interest bearing                                               207,476         176,006
                                                                     --------        --------

          Total deposits                                              246,539         210,679

    Accrued interest payable                                              166             144
    Short term borrowings                                               5,339          14,885
    Other liabilities                                                   3,651           5,268
    Obligated mandatorily redeemable capital
       Securities of subsidiary trust                                   5,000           5,000
                                                                     --------        --------

    Total liabilities                                                 260,695         235,976
                                                                     --------        --------

Stockholders' equity:
    Preferred stock - no par value; authorized 1,000,000
          shares; no shares issued and outstanding                         --              --
    Common stock - no par value; authorized 9,000,000 shares;
          issued and outstanding in 2003 and 2002, 1,629,711
          and 1,621,837, respectively                                  10,234          10,143
    Retained earnings                                                   9,373           8,672
     Accumulated other comprehensive income                               210             455
                                                                     --------        --------

          Total stockholders' equity                                   19,817          19,270
                                                                     --------        --------

                                                                     $280,512        $255,246
                                                                     ========        ========
</TABLE>

See accompanying notes.


                                       1
<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                        Consolidated Statements of Income
                                   (Unaudited)
                     (in thousands except per share amounts)
<TABLE>
<CAPTION>
                                                         Three Months Ended            Six Months Ended
                                                              June 30,                     June 30,
                                                       ---------------------         --------------------
                                                        2003           2002           2003          2002
                                                       ------        -------         ------        ------
<S>                                                    <C>           <C>             <C>           <C>
Interest income:
    Loans, including fees                              $3,298        $ 3,044         $6,252        $5,781
    Investment securities:
       Taxable                                            201            466            453           788
       Exempt from federal taxes                           26             45             63            89
    Federal funds sold                                     36             35             69            81
                                                       ------        -------         ------        ------
            Total interest income                       3,561          3,590          6,837         6,739

Interest expense:
    Deposit accounts                                      619            867          1,200         1,861
    Other borrowings                                       70             98            136           104
                                                       ------        -------         ------        ------
            Total interest expense                        689            965          1,336         1,965
                                                       ------        -------         ------        ------
            Net interest income                         2,872          2,625          5,501         4,774

Provision for loan losses                                  55            181            312           376
                                                       ------        -------         ------        ------
        Net interest income after provision for
           loan losses                                  2,817          2,444          5,189         4,398
Noninterest income:
     Gain on sale of investment securities                 --             --             88           262
     Gain on sale of other real estate                      5             --              5            22
     Gain on sale of loans                                320            145            626           374
     Service charges                                      412            413            809           777
     Premiums and fees from SBA and mortgage
         operations                                       112             85            241           182
     Increase in cash surrender value of life
         insurance                                        141            195            283           337
     Miscellaneous                                        102             77            218           186
                                                       ------        -------         ------        ------
        Total non-interest income                       1,092            915          2,270         2,140

Noninterest expense:
     Salaries and employee benefits                     1,868          1,597          3,520         3,076
     Occupancy                                            251            241            506           477
     Equipment                                            212            195            438           402
     Other                                              1,074          1,130          2,025         2,051
                                                       ------        -------         ------        ------
        Total non-interest expense                      3,405          3,163          6,489         6,006
                                                       ------        -------         ------        ------
Income before provision for income taxes                  504            196            970           532
Provision for income tax (benefit) expense                145             (1)           269            54
                                                       ------        -------         ------        ------
        Net income                                     $  359        $   197         $  701        $  478
                                                       ======        =======         ======        ======

Earnings per share:
         Basic                                         $ 0.22        $  0.12         $ 0.43        $ 0.29
                                                       ======        =======         ======        ======

         Diluted                                       $ 0.21        $  0.12         $ 0.41        $ 0.28
                                                       ======        =======         ======        ======
</TABLE>

See accompanying notes.


                                       2
<PAGE>


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


Six Months Ended June 30, 2003
<TABLE>
<CAPTION>
                                                                                                Accumulated
                                        Common       Common                                        Other
                                         Stock        Stock     Comprehensive     Retained     Comprehensive
            Description                 Shares       Amounts        Income        Earnings         Income           Total
------------------------------------- ------------ ------------ --------------- ------------- ----------------- ---------------
<S>                                    <C>          <C>           <C>                  <C>                 <C>        <C>
Balance at December 31, 2002           1,621,837    $  10,143                          8,672               455        19,270



Comprehensive income:

   Net income                                                     $       701            701                             701
                                                                ---------------
   Other comprehensive income:
      Unrealized holding loss arising
        during the current period, net of
        tax effect of $134                                               (193)
      Reclassification adjustment
        due to gains realized, net of
        tax effect of $36                                                                                  (52)
      Total other comprehensive
        income, net of                                          ---------------
        tax effect of $170                                               (245)                            (245)         (245)
                                                                ---------------
      Comprehensive income                                        $       456
                                                                ===============
Options exercised                          8,261           93                                                             93
Stock repurchase                            (387)          (2)                                                            (2)
                                      ------------ ------------                 ------------- ----------------- ---------------
Balance at June 30, 2003               1,629,711   $   10,234                          9,373               210        19,817
                                      ============ ============                 ============= ================= ===============
</TABLE>

See accompanying notes.


                                       3
<PAGE>


                                     FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                      Consolidated Statements of Cash Flows
                                                   (Unaudited)
                                                  (in thousands)
                                            Six Months Ended June 30,
<TABLE>
<CAPTION>
                                                                                2003             2002
                                                                              --------         --------
<S>                                                                           <C>              <C>
Cash flows from operating activities:
Net income                                                                    $    701         $    478
     Adjustments to reconcile net income to net cash
     used in operating activities:
          Increase (decrease) in deferred loan income                              (62)               1
          Depreciation and amortization                                          1,113              522
          Provision for loan losses                                                312              376
          Gain on sale of securities                                               (88)            (262)
          Loans held for sale:
              Loans originated                                                 (40,220)          (1,680)
              Proceeds from sale                                                41,184           (1,680)
              Gain on sale of loans                                               (626)            (374)
          Gain on sale of other real estate owned                                   (5)             (22)
          (Increase) decrease in accrued interest
          receivable                                                              (165)             (30)
          (Decrease) increase in accrued interest payable                           22             (120)
          Decrease in other liabilities                                         (1,617)             (15)
          Increase in cash surrender value of life insurance                      (283)            (337)
          Decrease in other assets                                                 270              400
                                                                              --------         --------
                  Net cash used in operating activities                            536           (1,063)


Cash flows from investing activities:
    Investment securities available-for-sale
       Purchases                                                               (25,112)         (25,608)
       Proceeds from prepayments                                                 8,400            6,707
       Proceeds from maturity                                                       --            3,500
       Proceeds from sale                                                        1,056            9,649
    Net increase in loans made to customers                                     (7,219)         (11,198)
    Proceeds from sale of other real estate                                        334               90
    Purchases of bank premises and equipment                                      (193)            (233)
                                                                              --------         --------
                  Net cash used in investing activities                        (22,734)         (17,093)


Cash flows from financing activities:
    Net increase in deposits                                                    35,860            1,149
    Proceeds from issuance of company obligated mandatorily redeemable
      securities of subsidiary trust                                                --            5,000
    Increase (decrease) in other borrowings                                     (9,546)           8,360
    Payments for repurchase of common stock                                         (2)            (128)
    Proceeds from issuance of common stock                                          93               25
                                                                              --------         --------
                  Net cash provided by financing activities                     26,405           14,406

                  Net (decrease) increase in cash and cash
                  equivalents                                                    4,207           (3,750)
Cash and cash equivalents at beginning of period                                34,622           19,457
                                                                              --------         --------

Cash and cash equivalents at end of period                                    $ 38,829         $ 15,707
                                                                              ========         ========

Supplemental Disclosures of Cash Flow Information:
    Cash paid for interest payments                                           $  1,314         $  2,085
    Cash paid for taxes                                                             50              707
    Loans transferred to other real estate owned                                    73               --

See accompanying notes.
</TABLE>

                                       4
<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                       June 30, 2003 and December 31, 2002
                                   (Unaudited)

(1) Summary of Significant Accounting Policies


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

     Basis of Presentation

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

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

     These   statements   should  be  read  in  conjunction   with  the  audited
     consolidated  financial  statements  and  related  notes  included  in  the
     Company's 2002 Annual Report on Form 10-K.  Operating results for the three
     and six month periods ended June 30, 2003 are not necessarily indicative of
     the results that may be expected for the year ending December 31, 2003.


     Stock Based Compensation

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

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


                                       5
<PAGE>

     The  following  table  presents  the effect on net income and  earnings per
     share as if the fair value based method had been applied to all outstanding
     and unvested awards in each period.
<TABLE>
<CAPTION>
                                                                       Three Month Period               Six Month Period
                                                                          Ended June 30,                 Ended June 30,
                                                                       2003           2002           2003            2002
                                                                     -------         ------         ------         ------
<S>                                                                  <C>                <C>            <C>            <C>
Net income, as reported (in thousands)                               $   359            197            701            478
     Add: Stock based employee compensation expense included
     in reported net income, net of tax effects                            1             --              1             --
     Deduct: Stock based employee compensation determined under
     fair value based method for all awards, net of tax effects          (13)           (13)           (26)           (26)
                                                                     -------         ------         ------         ------
     Pro forma net income                                            $   347            184            676            452
                                                                     =======         ======         ======         ======

Earnings per share-basic
     As reported                                                     $  0.22           0.12           0.43           0.29
     Pro-forma                                                          0.21           0.11           0.41           0.28
Earnings per share-assuming dilution
     As reported                                                     $  0.21           0.12           0.41           0.28
     Pro-forma                                                          0.20           0.11           0.40           0.27
</TABLE>

(2) Weighted Average Shares Outstanding

     Per share  information  is based on  weighted  average  number of shares of
     common  stock  outstanding  during each three and six month  period.  Basic
     earnings  per share (EPS) is computed by dividing  net income  available to
     shareholders by the weighted average common shares  outstanding  during the
     period.  Diluted  earnings  per share is computed  by  dividing  net income
     available to shareholders by the weighted average common shares outstanding
     during  the  period  plus  potential  common  shares  outstanding.  Diluted
     earnings per share  reflects  the  potential  dilution  that could occur if
     securities  or other  contracts  to issue  common  stock were  exercised or
     converted  into common  stock or resulted in the  issuance of common  stock
     that then shared in the earnings of the Company.

     The  following  tables  provides  a  reconciliation  of the  numerator  and
     denominator of the basic and diluted earnings per share computation for the
     three and six month periods ending June 30, 2003 and 2002:

                                      Income          Shares         Per-Share
Three months ended June 30, 2003    (numerator)    (denominator)      Amount
--------------------------------     --------        ---------        ------
Basic earnings per share             $359,000        1,629,872        $  .22
Effect of dilutive securities              --           95,436            --
                                     --------        --------
Diluted earnings per share           $359,000        1,725,308        $  .21
                                     =========       ========

                                      Income          Shares         Per-Share
Three months ended June 30, 2002    (numerator)    (denominator)      Amount
--------------------------------     --------        ---------        ------
Basic earnings per share             $197,000        1,624,308        $  .12
Effect of dilutive securities              --           66,559            --
                                     --------        --------
Diluted earnings per share           $197,000        1,690,867        $  .12
                                     ========        ========


                                       6
<PAGE>

                                      Income          Shares         Per-Share
Six months ended June 30, 2003      (numerator)    (denominator)      Amount
----------------------------------------------------------------------------
Basic earnings per share             $701,000        1,629,930        $  .43
Effect of dilutive securities              --           79,540            --
                                     --------        --------
Diluted earnings per share           $701,000        1,709,470        $  .41
                                     ========        ========

                                      Income          Shares         Per-Share
Three months ended June 30, 2002    (numerator)    (denominator)      Amount
----------------------------------------------------------------------------
Basic earnings per share             $478,000        1,625,949        $  .29
Effect of dilutive securities              --           63,059            --
                                     --------        ---------
Diluted earnings per share           $478,000        1,689,008        $  .28
                                     ========        =========


(3) Allowance for Loan Losses

         The following  summarizes  changes in the allowance for loan losses for
         the six month periods ended June 30, 2003 and 2002 and the twelve month
         period ended December 31, 2002:


         (in thousands)                   6/30/03         6/30/02       12/31/02
                                          -------         ------         ------
Balance at beginning of period            $ 3,057          2,668          2,668
  Loans charged off                          (119)           (83)          (270)
  Recoveries                                   10             19             34
  Provisions charged to operations            312            376            625
                                          -------         ------         ------
Balance at end of period                  $ 3,260          2,980          3,057
                                          =======         ======         ======


 (4) Impact Of Recently Issued Accounting Standards

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

         In May of 2003,  the FASB  issued  Statement  No. 150,  Accounting  for
         Certain Financial  Instruments with Characteristics of both Liabilities
         and  Equity.  The  provisions  of  this  Statement  are  effective  for
         financial  instruments entered into or modified after May 31, 2003, and
         otherwise are  effective at the  beginning of the first interim  period
         beginning  after  June 15,  2003,  except  for  mandatorily  redeemable
         financial instruments of nonpublic entities. It is to be implemented by
         reporting the cumulative effect of a change in an accounting  principle
         for  financial  instruments  created  before  May 15,  2003  and  still
         existing  at  the   beginning  of  the  interim   period  of  adoption.
         Restatement is not permitted. Management does not expect this Statement
         to have a material impact to the consolidated financial statements upon
         adoption of the Statement on July 1, 2003.


                                       7
<PAGE>

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

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

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

The  Company's  actual  results,   performance,   and  achievements  may  differ
materially from the results,  performance, and achievements expressed or implied
in  such   forward-looking   statements  due  to  a  wide  range  of  risks  and
uncertainties. Such risks and uncertainties include, but are not limited to, the
following factors:  competitive pressure in the banking industry; changes in the
interest rate  environment;  general economic  conditions,  either nationally or
regionally  becoming less  favorable than expected and resulting in, among other
things,  a deterioration  in credit quality and an increase in the provision for
possible loan losses; changes in the regulatory environment; monetary and fiscal
policies of the U.S. Government;  changes in real estate valuations;  changes in
business conditions;  volatility of rate sensitive deposits;  operational risks,
including data  processing  system failures or fraud;  asset/liability  matching
risks and liquidity risks;  civil  disturbances or terrorist  threats or acts or
apprehension  about the possible  future  occurrences  of acts of this type; and
changes in the securities markets. In addition,  other events have increased the
uncertainty  related to the national and California  economic  outlook and could
have an  effect  on the  future  operations  of the  Company  or its  customers,
including borrowers.

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

Critical Accounting Policies and Estimates

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

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

The  following  discussion  addresses  information  pertaining  to the financial
condition  and results of  operations  of the Company  that may not be otherwise
apparent  from a review of the  consolidated  financial  statements  and related
footnotes.  It should be read in  conjunction  with those  statements  and notes
found on pages 1 through 7, as well as other  information  presented  throughout
this report.


                                       8
<PAGE>

Changes in Financial Condition

As of June 30, 2003,  consolidated  total assets  totaled  $281  million,  which
represents an increase of $25,266  thousand,  or 9.9% above the comparable level
at December 31, 2002. The increase in total assets was attributable to a $35,860
thousand,  or 17.0% increase in total deposits net of a a decrease in short term
borrowings totaling $9,546 thousand, or 64.1%.

During the first six months of 2003, the growth in deposits  resulted  primarily
from an increase of $31,470  thousand,  or 17.9% in  interest  bearing  deposits
combined  with a $4,390  thousand  or 12.7%  increase  in  non-interest  bearing
deposits.  The  interest  bearing  deposit  growth  consisted  of an increase of
$19,963 thousand,  or 35.9%, $4,528 thousand, or 15.0%, $3,974 thousand, or 10.0
%, and  $3,005  thousand,  or 5.9% in  certificates  of  deposit,  money  market
accounts, savings accounts and NOW accounts, respectively.

The increase in total assets included an increase of $14,846 thousand, or 44.8%,
in investment  securities,  an increase  totaling $6,699  thousand,  or 4.0%, in
gross loans, and a $2,761 thousand,  or 14.1%, increase in federal funds sold as
compared to December 31, 2002.  The net increase in gross loans is primarily the
result of increases of $6,621 thousand, or 10.5%, $2,388 thousand, or 16.7%, and
$2,260  thousand,  or  8.5%,  in real  estate  loans,  agricultural  loans,  and
commercial loans, respectively,  combined with a decrease of $3,876 thousand, or
18.9%, in construction loans.


Allowance for Loan Losses

The  allowance  for loan  losses  (the  "allowance")  is  established  through a
provision for possible loan losses charged to expense. The allowance at June 30,
2003 was in excess of the December 31, 2002 allowance by $203 thousand, or 6.6%,
as a result of a provision of $312  thousand  combined with net  charge-offs  of
$109  thousand.  During  the  first  six  months  of 2003,  nonperforming  loans
decreased by $359 thousand, to $2,350 thousand. Management continues to actively
work to resolve the  nonperforming  loans,  the majority of which are secured by
real  estate  that,  in the  opinion  of  management,  are well  collateralized.
Management  believes  that the  allowance at June 30, 2003 is adequate to absorb
known and reasonably estimated loan losses.  However, there can be no assurances
that future  economic  events may not  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 six and twelve months ended June 30, 2003
and December 31, 2002, respectively:


                                       Six Months     Year Ended
                                     Ended June 30,  December 31,
                                         2003            2002
                                       -------         -------
Balance at beginning of period         $ 3,057         $ 2,668
   Charge-offs:
     Commercial                            (86)           (178)
     Real estate                            --             (62)
     Consumer                              (33)            (30)
                                       -------         -------
  Total charge-offs                       (119)           (270)
  Recoveries:
     Commercial                              9              26
     Real estate                            --              --
     Consumer                                1               8
                                       -------         -------
  Total recoveries                          10              34
                                       -------         -------
Net charge-offs                           (109)           (236)
Provision charged to operations            312             625
                                       -------         -------
Balance at end of period               $ 3,260         $ 3,057
                                       =======         =======





Allocation of the Allowance for Loan Losses
<TABLE>
<CAPTION>
                                        6/30/03       6/30/03        12/31/02      12/31/02
Loan Category                           Amount       % of Loans       Amount      % of Loans
-------------                           ------       ----------       ------      ----------
<S>                                     <C>             <C>           <C>            <C>
Commercial and other real estate        $2,380          88.30%        $2,182         85.77%
Real estate construction                   819          10.07%           807         12.38%
Installment and other                       61           1.63%           68           1.85%
                                        ------         ------         ------        ------
                                        $3,260         100.00%        $3,057        100.00%
                                        ======         ======         ======        ======
</TABLE>


                                       9
<PAGE>

Investments

Investment  securities  increased $14,486 thousand,  or 44.8%, from December 31,
2002 to June 30, 2003.  This  increase  resulted from the purchase of investment
securities  totaling  $25,112  thousand net of  prepayments  on  mortgage-backed
securities totaling $8,389 thousand and sales of investment  securities totaling
$1,056  thousand.  The Company realized gross gains totaling $88 thousand on the
sale of investment securities during the first quarter of 2003.


Equity

Consolidated  equity  increased $547 thousand from December 31, 2002 to June 30,
2003.  Consolidated equity represented 7.06% and 7.55% of consolidated assets at
June 30, 2003 and December 31, 2002, respectively. The increase in equity during
2003  resulted  from earnings of $701 thousand for the six months ended June 30,
2003, $93 thousand in cash received on the exercise of stock options less a $245
thousand  decline  in the  after-tax  market  value  of  the  available-for-sale
investment  securities  portfolio.   The  decline  in  the  investment  security
portfolio's  market value resulted from gains realized on the sale of investment
securities  combined  with the effects of changes in interest  rates at June 30,
2003 compared to December 31, 2002.

The total risk-based  capital ratio for the Company's  wholly owned  subsidiary,
Bank of Lodi was 11.24% at June 30,  2003  compared  to 11.16% at  December  31,
2002.


Changes in Results of Operations - Three and Six Months ended June 30, 2003

Summary of Earnings Performance
<TABLE>
<CAPTION>
                                        -------------------     -------------------
                                         Three Months Ended       Six Months Ended
                                             June 30,                June 30,
                                        -------------------     -------------------
                                         2003        2002        2003        2002
                                        -------     -------     -------     -------
<S>                                     <C>         <C>         <C>         <C>
Earnings (in thousands)                 $  359      $  197      $  701      $  478
Basic earnings per share                $ 0.22      $ 0.12      $ 0.43      $ 0.29
Diluted earnings per share              $ 0.21      $ 0.12      $ 0.41      $ 0.28
Return on average assets                  0.53%       0.33%       0.52%       0.42%
Return on average equity                  7.29%       4.34%       7.17%       5.11%
Average equity to average assets          7.29%       7.70%       7.30%       8.14%
</TABLE>


                                       10
<PAGE>

Net Interest Income

The following tables provides a detailed analysis of the net interest spread and
net interest margin for the periods indicated:
<TABLE>
<CAPTION>
                                ---------------------------------------------------------------------------------------------
                                                            For the Three Months Ended June 30,
                                ---------------------------------------------------------------------------------------------
                                                    2003                                             2002
                                ----------------------------------------------    -------------------------------------------
                                  Average          Income/         Yield (1)       Average          Income/       Yield (1)
Dollars In Thousands              Balance          Expense                         Balance          Expense
                                ------------     -------------    ------------    -----------     ------------    -----------
<S>                          <C>              <C>                      <C>     <C>                      <C>           <C>
Earning Assets:
Investment securities (1)(2) $       42,185   $           227          2.16%   $      40,096              511         5.11%
Federal funds sold                   11,822                36          1.22%           7,584               35         1.85%
Loans (2) (3)                       171,216             3,298          7.73%         147,690            3,044         8.27%
                             --------------   ---------------    -----------   -------------     ------------    ----------
Total Earning Assets         $      225,223   $         3,561          6.34%   $     195,370            3,590         7.37%
                             ==============   ===============    ===========   =============     ============    ==========
Liabilities:
Non-interest bearing
deposits                     $       40,494   $                                $      35,515               --            --
Savings, money market, &
NOW deposits                        128,284               259          0.81%         108,664              346         1.28%
Time deposits                        65,276               360          2.21%          65,892              521         3.17%
Other borrowings                      7,395                70          3.80%          10,616               98         3.70%
                             --------------   ---------------    -----------   -------------     ------------    ----------
Total Liabilities            $      241,449   $           689          1.14%   $     220,687              965         1.75%
                             ==============   ===============    ===========   =============     ============    ==========
Net Interest Spread                                                    5.20%                                          5.62%
                                                                 ===========                                     ==========

                                ---------------------------------------------------------------------------------------------
                                  Earning           Income                         Earning          Income
                                  Assets          (Expense)          Yield          Assets         (Expense)        Yield
                                ------------     -------------    ------------    -----------     ------------    -----------
Yield on average earning     $      225,223   $        3,561           6.34%   $     195,370           3,590          7.37%
assets
Cost of funding average
earning assets               $      225,223              689          (1.23%)  $     195,370            (965)        (1.98)%
                                              --------------    ------------                    ------------    -----------
Net Interest Margin          $      225,223   $        2,872           5.11%   $     195,370           2,625          5.39%
                                              ==============    ============                    ============    ===========
</TABLE>

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

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

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

Net interest  income for the 2nd quarter of 2003  increased  $247  thousand,  or
9.4%, over the same quarter of 2002. The increase is attributable to the effects
of  increases in volumes of earning  assets and  liabilities  combined  with the
effects of decreases in the yield on average  earning  assets and in the cost of
funding  average  earning  assets.  The  increase in volumes of average  earning
assets and  liabilities  resulted in an increase in net interest income totaling
$502 thousand  while the decline in interest rates resulted in a decrease in net
interest income totaling $255 thousand when comparing the second quarter of 2003
to the same period last year.

Average earning assets  increased  $29,853 thousand during the second quarter of
2003 as compared to the second quarter of 2002.  Average loans increased $23,526
thousand,   federal  funds  sold  increased  $4,238  thousand,   and  investment
securities  increased  $2,089  thousand.  The  increase in the volume of average
earning  assets  during the second  quarter  of 2003 as  compared  to the second
quarter of 2002  resulted  in an  increase  in  interest  income  totaling  $531
thousand.  However,  interest rates on average earning assets declined 103 basis
points (from 7.37% to 6.34%) when compared to the same period in 2002, resulting
in a decrease in interest  income  totaling $560 thousand,  for a net decline in
interest income totaling $29 thousand.


                                       11
<PAGE>

Average liabilities increased $20,762 thousand during the second quarter of 2003
as compared to the same period last year. Of that increase,  average noninterest
bearing  deposits  increased  $4,979  thousand,  NOW and money  market  accounts
increased  $11,590  thousand,  savings accounts  increased $8,030 thousand while
other  borrowings  decreased  $3,221  thousand,   and  certificates  of  deposit
decreased  $616  thousand.  The increase in average  liabilities  resulted in an
increase in interest expense totaling $29 thousand. As a result of the declining
interest rate environment, the cost of interest bearing liabilities decreased 61
basis points (from 1.75% to 1.14%)  resulting in a reduction in interest expense
totaling $305 thousand.

<TABLE>
<CAPTION>
                                -------------------------------------------------------------------------------------------
                                                            For the Six Months Ended June 30,
                                -------------------------------------------------------------------------------------------

                                                   2003                                            2002
                                --------------------------------------------    -------------------------------------------
                                 Average          Income/        Yield (1)      Average           Income/       Yield (1)
Dollars In Thousands             Balance          Expense                       Balance          Expense
                             -------------    --------------     ---------   ------------      -----------     -----------
<S>                          <C>              <C>                    <C>     <C>                        <C>         <C>
Earning Assets:
Investment securities (1)(2) $       36,774   $           516        2.83%   $      35,114              877         5.04%
Federal funds sold                   11,208                69        1.24%           9,145               81         1.79%
Loans (2) (3)                       169,254             6,252        7.45%         150,484            5,781         7.75%
                             --------------   ---------------    ----------  -------------     ------------    -----------
Total Earning Assets         $      217,236   $         6,837        6.35%   $     194,743            6,739         6.98%
                             ==============   ===============    ==========  =============     ============    ===========
Liabilities:
Non-interest bearing
deposits                     $       39,041   $                              $      32,388               --            --
Savings, money market, &
NOW deposits                        125,072               498        0.80%         105,563              682         1.30%
Time deposits                        61,950               702        2.29%          68,040            1,179         3.49%
Other borrowings                      6,579               136        4.17%           5,519              104         3.80%
                             --------------   ---------------    ----------  -------------     ------------    -----------
Total Liabilities            $      232,642   $         1,336        1.16%   $     211,510            1,965         1.87%
                             ==============   ===============    ==========  =============     ============    ===========
Net Interest Spread                                                  5.19%                                          5.11%
                                                                 ==========                                    ===========

                                -------------------------------------------------------------------------------------------
                                  Earning           Income                      Earning           Income
                                  Assets          (Expense)         Yield         Assets         (Expense)        Yield
                                ------------  -- -------------  ------------    -----------   -------------    -----------
Yield on average earning     $      217,236   $        6,837         6.35%   $     194,743           6,739          6.98%
assets
Cost of funding average
earning assets               $      217,236   $       (1,336)       (1.24)%  $     194,743          (1,965)        (2.04)%
                                              --------------    ----------                    -------------    -----------

Net Interest Margin          $      217,236   $        5,501         5.11%   $     194,743           4,774          4.94%
                                              ==============    ==========                    =============    ===========
</TABLE>

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

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

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

Net interest income for the first six months of 2003 increased $727 thousand, or
15.2%, over the same period of 2002. The increase is attributable to the effects
of  increases in volumes of earning  assets and  liabilities  combined  with the
effects of decreases in the yield on average  earning  assets and in the cost of
funding  average  earning  assets.  The  increase in volumes of average  earning
assets and  liabilities  resulted in an increase in net interest income totaling
$738 thousand  while the decline in interest rates resulted in a decrease in net
interest  income  totaling $11 thousand  when  comparing the first six months of
2003 to the same period last year.


                                       12
<PAGE>

Average earning assets increased $22,493 thousand during the first six months of
2003 as compared to the 2002. Average loans increased $18,770 thousand,  federal
funds sold increased $2,063 thousand, and investment securities increased $1,660
thousand.  The increase in the volume of average earning assets during the first
six months of 2003 as compared  to the same  period of last year  resulted in an
increase in interest income totaling $781 thousand.  However,  interest rates on
average  earning  assets  declined  63 basis  points  (from 6.98% to 6.35%) when
compared to the same period in 2002,  resulting in a decrease in interest income
totaling $683 thousand.

Average  liabilities  increased  $21,132 thousand during the first six months of
2003  as  compared  to the  same  period  of  2002.  Of that  increase,  average
noninterest  bearing deposits  increased  $6,653 thousand,  NOW and money market
accounts increased $11,955 thousand, savings accounts increased $7,554 thousand,
other  borrowings  increased  $1,060  thousand  while  certificates  of  deposit
decreased $6,090 thousand.  The increase in average  liabilities  resulted in an
increase in interest expense totaling $43 thousand. As a result of the declining
interest rate environment, the cost of interest bearing liabilities decreased 72
basis points (from 1.87% to 1.16%)  resulting in a reduction in interest expense
totaling $672 thousand.

Interest income is also affected by nonaccrual loan activity.  Interest  forgone
or  reversed  on  non-accrual  loans  during  the first  six  months of 2003 was
approximately $175 thousand. For the second quarter of 2003, interest forgone on
non-accrual  loans  totaled  $106  thousand.  $23  thousand  and $26 thousand of
interest was collected on  non-accrual  loans for the second quarter of 2003 and
for the first six months of 2003, respectively.

Provision for Loan Losses

The  provision  for loan losses for the three and six months ended June 30, 2003
was $55 and $312 thousand compared with $181 and $376 thousand for the three and
six months ended June 30, 2002.  Though the Company  reduced the  provision  for
loan loss (when  compared  to the prior year  three and six month  periods)  the
allowance  for loan losses has remained  consistent  as a  percentage  of totals
loans.  As of June 30, 2003 the allowance for loan losses was $3,260 thousand or
1.9% of total loans,  which  compares to the allowance for loan losses of $3,057
thousand or 1.8% of total loans as of December  31,  2002.  As of June 30, 2003,
nonperforming  loans totaled $2,350  thousand or 1.4% of total loans compared to
$2,409  thousand or 1.5% at December  31, 2002.  No assurance  can be given that
nonperforming loans will not increase or that the allowance for loan losses will
be adequate to cover losses inherent in the loan portfolio.  Also see "Allowance
for Loan Losses" contained herein.

Noninterest Income

Noninterest income for the second quarter of 2003 increased by $177 thousand, or
19.3%,  over the same  period  last  year.  For the  first  six  months of 2003,
non-interest income increased $130 thousand,  or 6.1%, compared to the first six
months of 2002.  During the first quarter of 2003 the Company  realized gains on
the sale of investment  securities  totaling $88 thousand.  The Company realized
gains from the sale of other real estate  totaling $5 thousand during the second
quarter of 2003 and $22 thousand during the first quarter of 2002.

Income from the sale and  servicing of loans  totaled $432  thousand  during the
second quarter of 2003, which increased by $202 thousand,  or 87.8%, compared to
the prior year  quarter.  The  increased  income from the sale and  servicing of
loans is primarily the result of increased  refinancing  activity of residential
mortgage loans which resulted from declines in mortgage loan rates.

The income  recognized on the cash surrender  value of life insurance  decreased
$54 thousand  during the second  quarter and year to date for 2003 when compared
to the same periods in 2002.  The decrease was the result of an overall  decline
in interest  rates in 2003 as  compared  to the same period in 2002.  The income
recognized  from the increase in the cash  surrender  value of life insurance is
exempt from income taxes.  The tax  effective  yield of the increase in the cash
surrender value of the life insurance  totaled 7.1% during the second quarter of
2003 as compared to 8.2%  during the second  quarter of 2002.  For the first six
months of 2003, the tax effective  yield totaled 7.2% as compared to 8.7% during
the same period in 2002.

Noninterest Expenses

Noninterest expenses increased $483 thousand, or 8.0%, compared to the first six
months of 2002.  Personnel  expense  increased  $444  thousand,  or 14.4%.  This
increase  is  primarily  due to an  increase  in number of full time  equivalent
employees,  from 116 at June  30,  2002 to 133 at June 30,  2003  combined  with
general merit  increases for existing  personnel.  The increase in the Company's
mortgage  origination  activities has also lead to increased sales  commissions.
Occupancy expense increased $29 thousand or 6.1% of which $21 thousand is due to
increased rental expense.  Equipment expense increased $36 thousand, or 9.0% due
to a $20 thousand  increase in depreciation  expense and a $15 thousand increase
in equipment  maintenance  expense.  Other  noninterest  expense  decreased  $26
thousand, or 1.3%.

Included  in other  noninterest  expense  during the second  quarter of 2003 are
costs totaling  $94,000  associated  with  responding to the disruptive  actions
initiated by three dissident directors.  Without this unanticipated expense, the
increase  in  noninterest  expense  would have been 4.7% and 6.5% for the second
quarter and six month period  during 2003,  respectively,  when  compared to the
same period in 2002.


                                       13
<PAGE>

Income Taxes

As a result of  increases  in taxable  income  combined  with a reduction in tax
exempt  income,  the  Company's  provision  for income  taxes  during the second
quarter of 2003  totaled  $145,000  compared  to a benefit of $1,000  during the
second  quarter of 2002.  For the first six months of 2003,  the  provision  for
income taxes totaled $269,000 as compared to $54,000 during the same period last
year.  The effective tax rate for the Company  during the second quarter of 2003
was 28.8% as compared  to a benefit of 0.5%  during the second  quarter of 2002.
For the first six months of 2003, the Company's  effective tax rate was 27.7% as
compared to 10.2% for the same period in 2002.


Liquidity

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

Loan demand, deposit fluctuations,  and investment leveraging  opportunities are
affected by a number of factors,  including economic conditions,  seasonality of
the  borrowing  and  deposit  bases,  and the general  level of interest  rates;
therefore,  the Bank's  liquidity is actively managed on a daily basis. The sale
of loans, sale of investment  securities and use of borrowing facilities are all
employed to maintain cash,  federal funds sold,  and  short-term  investments at
levels commensurate with estimated liquidity needs. The Bank maintains two lines
of credit with correspondent  banks and has reverse  repurchase  agreements with
two brokerage firms,  which allow for short-term  borrowings that are secured by
investment  securities.  Finally, the Bank may also borrow on a short-term basis
from the Federal Reserve in the event that the aforementioned  liquidity sources
are not adequate.

At June 30, 2003 liquidity was considered  adequate given the funds available in
the local deposit market, scheduled maturities of loans and investments, and the
available  capacity  on  borrowing  facilities..   Compared  to  2002  liquidity
increased in 2003 as a result of the growth in deposit  portfolio  and sales and
maturities of available-for-sale investment securities.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

While there are several  varieties of market risk,  the market risk  material to
the Company and the Bank is interest  rate risk.  Within the context of interest
rate risk,  market  risk is the risk of loss due to  changes in market  interest
rates that have an adverse effect on net interest income,  earnings,  capital or
the fair  value of  financial  instruments.  Exposure  to this type of risk is a
regular part of a financial institution's operations. The fundamental activities
of making  loans,  purchasing  investment  securities,  and  accepting  deposits
inherently  involve  exposure to interest  rate risk.  The Company  monitors the
repricing  differences  between  assets and  liabilities  on a regular basis and
estimates  exposure to net interest income,  net income,  and capital based upon
assumed  changes in the market yield curve. As of and for the three months ended
March 31, 2003, there were no material changes in the market risk profile of the
Company or the Bank as described in the Company's 2002 Form 10-K.


ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Internal Controls and Procedures

There  were  no  changes  in our  internal  controls  over  financial  reporting
identified in connection  with the  evaluation  of our  disclosure  controls and
procedures described above that occurred during our last fiscal quarter that has
materially affected,  or is reasonably likely to materially effect, our internal
controls over financial reporting.


                                       14
<PAGE>

PART II -- OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  Not Applicable.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

                  Not Applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  The Company's Annual Meeting of Stockholders was held on April
                  22, 2003.  At this  meeting  982,215  shares of the  Company's
                  common stock were represented in person or by proxy.

                  Stockholders  voted in favor of the  election of ten  nominees
                  for  director.  The voting  results for each  nominee  were as
                  follows:
<TABLE>
<CAPTION>
                  -------------------------------- -------------------------------- --------------------------------
                  Nominee                            Votes in Favor of Election              Votes Witheld
                  -------------------------------- -------------------------------- --------------------------------
<S>                                                                        <C>                                <C>
                  Angelo J. Anagnos                                        974,760                            7,455
                  -------------------------------- -------------------------------- --------------------------------
                  Steven M. Coldani                                        966,125                           16,090
                  -------------------------------- -------------------------------- --------------------------------
                  Robert H. Daneke                                         974,760                            7,455
                  -------------------------------- -------------------------------- --------------------------------
                  Benjamin R. Goehring                                     963,627                           18,588
                  -------------------------------- -------------------------------- --------------------------------
                  Daniel M. Lewis                                          974,760                            7,455
                  -------------------------------- -------------------------------- --------------------------------
                  Robert H. Miller III                                     966,276                           15,939
                  -------------------------------- -------------------------------- --------------------------------
                  David M. Philipp                                         966,276                           15,939
                  -------------------------------- -------------------------------- --------------------------------
                  Weldon D. Schumacher                                     966,756                           15,459
                  -------------------------------- -------------------------------- --------------------------------
                  Kevin Van Steenberge                                     966,308                           15,907
                  -------------------------------- -------------------------------- --------------------------------
                  Leon Zimmerman                                           966,458                           15,757
                  -------------------------------- -------------------------------- --------------------------------
</TABLE>


ITEM 5.           OTHER INFORMATION

                  Not Applicable

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

                           The   exhibit   list   required   by  this   item  is
                           incorporated  by  reference  to the Index to Exhibits
                           filed as part of this report.

                  (b)      Reports on Form 8-K

                           A report on Form 8-K,  dated July 8, 2003,  was filed
                           under report item numbers 7 and 9,  concerning  First
                           Financial   Bancorp's   letter  to   shareholders  in
                           response  to  a  June  23,  2003  dissident  director
                           letter.

                           A report on Form 8-K,  dated July 25, 2003, was filed
                           under report item numbers 7 and 9,  concerning  First
                           Financial  Bancorp's  results of  operations  for the
                           three and six month periods ending June 30, 3003.

                           A report on Form 8-K dated July 25,  2003,  was filed
                           under  report item  numbers 5 and 7,  concerning  the
                           adoption of a Code of Conduct  Policy by the Board of
                           Directors  of  First  Financial  Bancorp  and Bank of
                           Lodi, N.A.


                                       15
<PAGE>

                                   SIGNATURES

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



                                    FIRST FINANCIAL BANCORP

                                    By:


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


<PAGE>


                                INDEX TO EXHIBITS


Exhibit   Description

31.1      Certification  of  Registrant's  Chief Executive  Officer  Pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2003

31.2      Certification  of  Registrant's  Chief Financial  Officer  Pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2003

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

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


                                       17