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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, 2004

                                       OR

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

For the transition period from ____________________ to ______________________

                        Commission File Number : 0-12499

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


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

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

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

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

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

                                 [X] Yes [ ] No

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

                                 [ ] Yes [X] No

     As of May 5, 2004 there were 1,783,728 shares of Common Stock (adjusted for
the 10% stock dividend declared March 25, 2004) no par value, outstanding.


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<PAGE>
                             FIRST FINANCIAL BANCORP

                                    FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 2004
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>               <C>                                                                                              <C>
                                                         PART I

Item 1.           Financial Statements........................................................................      1

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

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

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



                                                         PART II

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

Item 2.           Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities............     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
</TABLE>

<PAGE>
ITEM 1. FINANCIAL STATEMENTS

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

                                                                              March 31,        December 31,
Assets                                                                          2004               2003
                                                                              --------           --------
<S>                                                                           <C>                <C>
Cash and due from banks                                                       $ 15,733           $ 17,497
Federal funds sold and securities purchased under resale agreements                585              8,034
Investment securities available for sale, at fair value                         81,682             90,270
Loans held for sale                                                              3,156              3,076
Loans, net of deferred loan fees                                               202,383            178,711
Less allowance for loan losses                                                   3,314              3,262
                                                                              --------           --------
  Net loans                                                                    199,069            175,449

Premises and equipment, net                                                      6,780              6,903
Accrued interest receivable                                                      1,223              1,322
Other assets                                                                    19,247             19,262
                                                                              --------           --------
    Total Assets                                                              $327,475           $321,813
                                                                              ========           ========

Liabilities and Stockholders' Equity

Liabilities:
    Deposits:
       Noninterest bearing                                                    $ 46,548           $ 47,765
       Interest bearing                                                        232,084            230,390
                                                                              --------           --------
          Total deposits                                                       278,632            278,155

    Accrued interest payable                                                       181                205
    Short term borrowings                                                       18,110             14,100
    Other liabilities                                                            4,435              4,231
    Junior subordinated debentures                                               5,155              5,155
                                                                              --------           --------

    Total liabilities                                                          306,513            301,846
                                                                              --------           --------
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 2004 and 2003, 1,783,728
          and 1,783,420, respectively                                           12,963             12,950
    Retained earnings                                                            7,571              7,004
     Accumulated other comprehensive income                                        428                 13
                                                                              --------           --------
          Total stockholders' equity                                            20,962             19,967
                                                                              --------           --------
                                                                              $327,475           $321,813
                                                                              ========           ========
<FN>
See accompanying notes.
</FN>
</TABLE>

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

<CAPTION>
                                                                 Three Months Ended March 31,
                                                                    2004             2003
                                                                   ------           ------
<S>                                                                <C>              <C>
Interest income:
   Loans, including fees                                           $3,124           $2,954
   Investment securities:
            Taxable                                                   712              252
            Exempt from Federal taxes                                  77               37
   Federal funds sold                                                  10               33
                                                                   ------           ------
            Total interest income                                   3,923            3,276

Interest expense:
   Deposit accounts                                                   640              581
   Other borrowings                                                   103               66
                                                                   ------           ------
            Total interest expense                                    743              647

            Net interest income                                     3,180            2,629

Provision for loan losses                                              70              257
                                                                   ------           ------
            Net interest income after provision for loan losses     3,110            2,372

Noninterest income:
    Gain on sale of investment securities                              65               88
    Gain on sale of loans                                             144              306
    Service charges                                                   422              397
    Premiums and fees from SBA and mortgage operations                110              129
    Increase in cash surrender value of life insurance                158              141
    Miscellaneous                                                      86              117
                                                                   ------           ------
            Total noninterest income                                  985            1,178

Noninterest expense:
    Salaries and employee benefits                                  1,796            1,652
    Occupancy                                                         318              263
    Equipment                                                         194              303
    Other                                                             998              866
                                                                   ------           ------
            Total noninterest expense                               3,306            3,084
                                                                   ------           ------
            Income before provision for income taxes                  789              466

Provision for income taxes                                            222              124
                                                                   ------           ------
            Net income                                             $  567           $  342
                                                                   ======           ======
            Net income per share:
            Basic                                                  $ 0.32           $ 0.19
                                                                   ======           ======
            Diluted                                                $ 0.30           $ 0.18
                                                                   ======           ======
<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>

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

<CAPTION>
Three Months Ended March 31, 2004

                                                                                                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, 2003           1,783,420    $  12,950                          7,004                13        19,967


Comprehensive income:
   Net income                                                     $       567            567                             567
                                                                ---------------
   Other comprehensive income:
      Unrealized holding gain
          arising during the current
          period, net of
          tax effect of $316                                              453
      Reclassification adjustment
          due to gains realized,
          net of tax benefit of $27                                       (38)
      Total other comprehensive
          income, net of                                        ---------------
          tax effect of $289                                              415                              415           415
                                                                ---------------
      Comprehensive income                                        $       982
                                                                ===============
Options exercised, including
    tax benefits                             308            3                                                              3
Stock-based compensation and
    related tax benefits                                   10                                                             10
                                      ------------ ------------                 ------------- ----------------- ---------------
Balance at March 31, 2004              1,783,728   $   12,963                          7,571               428        20,962
                                      ============ ============                 ============= ================= ===============

<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>

<TABLE>
                                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                      Consolidated Statements of Cash Flows
                                                   (Unaudited)
                                                 (in thousands)
                                          Three Months Ended March 31,
<CAPTION>
                                                                                            2004                2003
                                                                                          --------            --------
<S>                                                                                       <C>                 <C>
Cash flows from operating activities:
Net income                                                                                $    567            $    342
     Adjustments to reconcile net income to net cash provided by (used in)
     operating activities:
          Increase (decrease) in deferred loan income                                          136                 (21)
          Depreciation and amortization                                                        540                 459
          Stock-based compensation                                                              10                --
          Provision for loan losses                                                             70                 257
          Gain on sale of available-for-sale securities                                        (65)                (88)
          Gain on sale of loans                                                               (144)               (306)
          Decrease (increase) in accrued interest receivable                                    99                 (76)
          (Decrease) increase in accrued interest payable                                      (24)                 14
          Increase (decrease) in other liabilities                                             757              (1,690)
          Increase in cash surrender value of life insurance                                  (158)               (141)
          (Increase) decrease in other assets                                                 (713)                 95
                                                                                          --------            --------
                  Net cash provided by (used in) operating activities                        1,075              (1,155)


Cash flows from investing activities:
    Investment securities available-for-sale:
       Purchases                                                                              (290)               --
       Proceeds from prepayments                                                             5,257               3,203
       Proceeds from sale                                                                    4,145               1,056
    Loan held for sale:
       Loans originated                                                                     (8,109)            (16,921)
       Proceeds from sale                                                                    8,173              19,142
    Increase in loans made to customers                                                    (23,826)             (6,566)
    Purchases of bank premises and equipment                                                  (128)               (128)
                                                                                          --------            --------
                  Net cash used in investing activities                                    (14,778)               (214)


Cash flows from financing activities:
    Net increase in deposits                                                                   477              15,559
    Increase (decrease) in short term borrowings                                             4,010              (9,885)
    Payments for repurchase of common stock                                                   --                    (1)
    Proceeds from issuance of common stock                                                       3                  15
                                                                                          --------            --------
                  Net cash provided by financing activities                                  4,490               5,688

                  Net (decrease) increase in cash and cash equivalents                      (9,213)              4,319

Cash and cash equivalents at beginning of period                                            25,531              34,622
                                                                                          --------            --------

Cash and cash equivalents at end of period                                                $ 16,318            $ 38,941


Supplemental Disclosures of Cash Flow Information:
    Cash paid for interest payments                                                       $    767                 586
    Cash paid for taxes                                                                        175                --
    Unrealized gain (loss) on available-for-sale securities, net of tax                        453                 (26)
    Loans transferred to other real estate owned                                              --                    73

<FN>
See accompanying notes.
</FN>
</TABLE>

<PAGE>


                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                      March 31, 2004 and December 31, 2003
                                   (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  subsidiary,
     Western  Auxiliary  Corporation.  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 2003 Annual Report on Form 10-K.  Operating results for the three
     months ended March 31, 2004 are not  necessarily  indicative of the results
     that may be expected for the year ending December 31, 2004.

(2)  Outstanding Shares and Earnings Per Share

     On March 25, 2004,  the Board of  Directors  of the Company  declared a 10%
     stock dividend  payable as of May 14, 2004. All share and per share amounts
     have been adjusted to reflect the effect of the stock dividend.

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

     The  following  table  provides  a  reconciliation  of  the  numerator  and
     denominator of the basic and diluted earnings per share  computation of the
     three month periods ended March 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                                                    Income              Shares       Per-Share
         Three months ended March 31, 2004                        (numerator)       (denominator)      Amount
         ------------------------------------------------------------------------ -----------------------------
<S>                                                                    <C>                 <C>           <C>
         Basic earnings per share                                      $ 567,000           1,783,538     $ .32
         Effect of dilutive securities                                                       124,743         -
                                                               ------------------ -------------------
         Diluted earnings per share                                    $ 567,000           1,908,281     $ .30
                                                               ================== ===================
</TABLE>

<TABLE>
<CAPTION>

                                                                    Income              Shares       Per-Share
         Three months ended March 31, 2003                        (numerator)       (denominator)      Amount
         ------------------------------------------------------------------------ -----------------------------
<S>                                                                    <C>                 <C>           <C>
         Basic earnings per share                                      $ 342,000           1,785,693     $ .19
         Effect of dilutive securities                                                        79,946         -
                                                               ------------------ -------------------
         Diluted earnings per share                                    $ 342,000           1,865,639     $ .18
                                                               ================== ===================
</TABLE>

All share  and per  share  data has been  adjusted  for the 10%  stock  dividend
declared on March 25, 2004.

<PAGE>
(3)  Allowance for Loan Losses

                                                        Quarter          Year
                                                          Ended          Ended
         (in thousands)                                 3/31/04        12/31/03
                                                       --------        --------
         Balance at beginning of period                $  3,262          3,057

            Loans charged off                               (20)          (143)
            Recoveries                                        2             36
            Provisions charged to operations                 70            312
                                                       --------        --------

         Balance at end of period                      $  3,314          3,262
                                                       ========        =======

(4)  Stock Based Compensation

     Effective  as of  January  1,  2003,  the  Company  adopted  the fair value
     recognition   provisions  of  FASB   Statement  No.  148,   Accounting  for
     Stock-Based  Compensation  (SFAS No. 148). Under the prospective  method of
     adoption selected by the Company,  stock-based employee  compensation costs
     are recognized as awards are granted, modified or settled. Prior to January
     1, 2003, these plans were accounted for under the intrinsic value method as
     prescribed in APB Opinion No. 25, Accounting for Stock Issued to Employees.
     Under the intrinsic  value method,  compensation  expense was recognized on
     the date of grant only if the market price of the underlying stock exceeded
     the exercise price on that date.

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

                                                                       Three Month Period Ended
                                                                              March 31,
                                                                          2004         2003
                                                                        --------     --------
<S>                                                                     <C>          <C>
Net income, as reported (in thousands)                                  $   567      $    342
   Add: Stock based employee compensation expense included in
     reported net income, net of tax effects                                  6             2
   Deduct: Stock based employee compensation determined under fair
     value based method for all awards, net of tax effects                   (9)           (7)
                                                                        ---------------------
   Pro forma net income                                                 $   564      $    337
                                                                        =====================

Earnings per share-basic
   As reported                                                          $  0.32      $   0.19
   Pro-forma                                                               0.32          0.19

Earnings per share-assuming dilution
   As reported                                                          $  0.30      $   0.18
   Pro-forma                                                               0.30          0.18
</TABLE>

All share  and per  share  data has been  adjusted  for the 10%  stock  dividend
declared on March 25, 2004.

<PAGE>


(5)  Retirement Plans

     The  Company  has  a  supplemental  retirement  plan  for  directors  and a
     supplemental executive retirement plan covering key executives. These plans
     are non-qualified defined benefit plans and are unsecured and unfunded. The
     Company  has  purchased  insurance  on the  lives of the  participants  and
     intends  to use the cash  values of these  policies  to pay the  retirement
     obligations.

     The following table sets forth the net periodic benefit cost recognized for
     the plans:
<TABLE>
<CAPTION>
                                                             Three Months Ended March 31,
     (in thousands)                                               2004        2003
                                                             ---------------------------
<S>                                                            <C>          <C>
     Net pension cost included the following components:
     Service cost-benefits earned during the period            $   21       $   13
     Interest cost on projected benefit obligation                 25           16
     Amortization of prior service cost                            13            9
     Recognized net actuarial loss                                  2            -
                                                             ---------------------------
     Net periodic pension cost                                 $   61       $   38
                                                             ===========================
</TABLE>

     During the three months ended March 31, 2004, the Company  contributed  and
     paid out as benefits $5.6 thousand to participants under the plans. For the
     year ending  December 31, 2004,  the Company  expects to contribute and pay
     out as benefits $27.5 thousand to participants under the plans.

(6)  Impact Of Recently Issued Accounting Standards

     In December 2003, FASB issued Statement No. 132 (revised 2003),  Employers'
     Disclosures  about  Pensions  and  Other  Postretirement   Benefits.   This
     Statement prescribes  employers'  disclosures about pension plans and other
     postretirement  benefit  plans;  it does  not  change  the  measurement  or
     recognition  of  those  plans.  The  Statement   retains  and  revises  the
     disclosure  requirements  contained in the original  Statement 132. It also
     requires additional disclosures about the assets, obligations,  cash flows,
     and  net  periodic   benefit  cost  of  defined  benefit  plans  and  other
     postretirement  benefit  plans.  The  Statement  generally is effective for
     fiscal years ending after December 15, 2003. The Company currently does not
     have any  postretirement  benefit  plans  that are  within the scope of the
     Statement.

(7)  Legal Proceedings

     On March 23, 2004, a lawsuit was filed naming First Financial Bancorp, Bank
     of Lodi, N.A. and certain named directors and officers of the Company.  The
     suit is filed as a derivative  action alleging various charges of breach of
     fiduciary duty and corporate  mismanagement  against the named officers and
     directors.  The lawsuit was commenced by two  shareholders on behalf of the
     Company.  The complaint also alleges  intentional  and negligent  breach of
     fiduciary  duty,  abuse of  control,  waste  of  corporate  assets,  unjust
     enrichment and imposition of constructive trust.

     The matter has been tendered to the Company's  carrier for its director and
     officer  liability  insurance  and the  insurance  company is  expected  to
     respond  to the  tender of defense in due  course.  If  coverage  under the
     policy is denied,  the Company may be obligated to provide  indemnification
     to the  named  officers  and  directors.  The  Company  is  evaluating  the
     allegations  of  the  Complaint  and  will   vigorously   defend  them,  as
     appropriate.  If the allegations are proven,  any recovery in the suit will
     benefit the Company.

     The bank is  involved  in various  legal  actions  arising in the  ordinary
     course of business.  In the opinion of management,  after  consulting  with
     legal  counsel,  the ultimate  disposition of these matters will not have a
     material effect on the Bank's financial  condition,  results of operations,
     or liquidity.

(8)  Stock Repurchase Program

     In April 2002, the Board of Directors authorized a stock repurchase program
     approving the  repurchase of up to $2 million of the Company's  stock.  The
     repurchase  program has been  extended to December 31,  2004.  No stock was
     repurchased during the first quarter of 2004.

<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;  impact of litigation;  the ability of management and
directors to work together cooperatively and efficiently;  civil disturbances or
terrorist threats or acts or apprehension  about the possible future occurrences
of acts of this type; and changes in the securities markets. In addition,  other
events have  increased the  uncertainty  related to the national and  California
economic  outlook  and  could  have an effect on the  future  operations  of the
Company or its customers, including borrowers.

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

Critical Accounting Policies and Estimates

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

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

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

Summary

The Company recorded net income of $567 thousand for the quarter ended March 31,
2004, representing an increase of $225 thousand or 65.8% over net income of $342
thousand for the same period in 2003.  The increase  resulted  primarily from an
increase in net interest income of $551 thousand which was partially offset by a
decrease in  noninterest  income of $193 thousand and an increase in noninterest
expenses of $222 thousand.

Included in net income  during the three month  period ended March 31, 2004 were
gains on the sale of investment  securities  totaling $65  thousand.  During the
same  period in 2003,  gains on the sale of  investment  securities  totaled $88
thousand, a reduction of $23 thousand from the prior year. Additionally,  during
the three month period ended March 31, 2004, the Company incurred  unanticipated
costs totaling $67 thousand in response to disruptive actions initiated by three
dissident directors.

On March 25, 2004,  the Board of  Directors of the Company  declared a 10% stock
dividend  payable as of May 14, 2004.  All share and per share amounts have been
adjusted to reflect the effect of the stock dividend.

Changes in Financial Condition

Consolidated  total  assets as of March 31, 2004  totaled  $327  million,  which
represents an increase of $5,662 thousand, or 1.8% above the comparable level at
December 31, 2003. The increase in total assets was attributable  primarily to a
$4,010 thousand, or 28.4%, increase in short term borrowings.  Total gross loans
increased $23,888 thousand,  or 13.1% during the first quarter of 2004. The loan
growth was funded by a reduction of federal  funds sold of $7,449  thousand,  or
92.7%,  a decrease  of  $8,588,  or 9.5%,  in the  investment  portfolio  due to
prepayments of  mortgage-backed  securities  (including CMOs) of $5,257 thousand
and proceeds from the sale of  securities of $4,145  thousand and an increase of
$4,010 thousand, or 28.4%, in short term borrowings.

The net increase in gross loans is primarily  the result of increases of $20,640
thousand,  or 25.5%, $3,782 thousand,  or 12.5%, and $676 thousand,  or 2.2%, in
real estate loans, commercial loans and SBA loans,  respectively,  combined with
decreases  of  $944  thousand,   or  5.0%,  and  $324  thousand,  or  14.2%,  in
agricultural and consumer loans, respectively.

During the first quarter of 2004, non-interest bearing deposits decreased $1,217
thousand, or 2.5% and interest bearing deposits increased $1,694 thousand, or
0.7%. The first quarter deposit growth consists of increases of $1,800 thousand,
or 4.0%, and $907 thousand, or 1.6% in savings and NOW accounts combined with
decreases of $1,217 thousand, or 2.5%, $909 thousand, or 1.2%, and $104
thousand, or 0.2%, in non-interest bearing, certificates of deposit and money
market accounts, respectively.

Allowance for Loan Losses

The  allowance  for loan  losses  (the  "allowance")  is  established  through a
provision  for possible loan losses  charged to expense.  The allowance at March
31, 2004 was in excess of the December 31, 2003  allowance by $52  thousand,  or
1.6%, as a result of a provision for $70 thousand  combined with net charge-offs
of $18 thousand. During the first quarter, nonperforming loans decreased by $768
thousand,  to $3,112 thousand.  Management continues to actively work to resolve
the nonperforming  loans, the majority of which are secured by real estate that,
in the opinion of management, are well collateralized.  Management believes that
the  allowance  at March 31,  2004 is adequate  to absorb  known and  reasonably
estimated loan losses.  However, there can be no assurances that future economic
events will not negatively  impact the Bank's  borrowers,  thereby  causing loan
losses to exceed the current allowance.

<PAGE>
The  following  tables  depict  activity  in the  allowance  for loan losses and
allocation of reserves for and at the three months ended March 31, 2004 and year
ended December 31, 2003, respectively:

Analysis of the Allowance for Loan Losses
-----------------------------------------
                                                      Quarter             Year
                                                       Ended             Ended
                                                      3/31/04           12/31/03
                                                      -------           -------
Balance at beginning of period                        $ 3,262             3,057
Charge-offs:
   Commercial                                            --                 (88)
   Consumer                                               (20)              (55)
                                                      -------           -------
   Total charge-offs                                      (20)             (143)
Recoveries:
   Commercial                                               1                27
   Consumer                                                 1                 9
                                                      -------           -------
   Total recoveries                                         2                36
                                                      -------           -------
Net charge-offs                                           (18)             (107)
Provision charged to operations                            70               312
                                                      -------           -------
Balance at end of period                              $ 3,314           $ 3,262
                                                      =======           =======

Allocation of the Allowance for Loan Losses
-------------------------------------------
<TABLE>
<CAPTION>
                                        3/31/04          3/31/04        12/31/03         12/31/03
Loan Category                            Amount        % of Loans         Amount        % of Loans
-------------                            ------        ----------         ------        ----------
<S>                                    <C>                <C>           <C>                <C>
Commercial and other real estate       $  2,378           91.32%        $  2,381           89.99%
Real estate construction                    892            7.74%             828            8.76%
Installment and other                        44            0.94%              53            1.25%
                                       --------          -------        --------          -------
                                       $  3,314          100.00%        $  3,262          100.00%
                                       ========          =======        ========          =======
</TABLE>

Investments
-----------
Investment securities decreased $8,588 thousand, or 9.5%, from December 31, 2003
to March 31, 2004. This first quarter of 2004 decrease  resulted  primarily from
prepayments of  mortgage-backed  securities  (including  CMOs)  totaling  $5,257
thousand  and sales of  investment  securities  totaling  $4,145  thousand.  The
Company  realized  gross gains  totaling $65 thousand on the sale of  investment
securities  during the first quarter of 2004 which is a decrease of $23 thousand
when compared to the same period of 2003.

Equity
------
Consolidated  equity increased $995 thousand from December 31, 2003 to March 31,
2004.  Consolidated equity represented 6.40% and 6.20% of consolidated assets at
March 31, 2004 and  December  31,  2003,  respectively.  The  increase in equity
during the first  quarter  of 2004  resulted  primarily  from net income of $567
thousand for the three months ended March 31, 2004 and a $415 thousand  increase
resulting  from the after-tax  market value  increase in the  available-for-sale
investment securities portfolio.

In April 2002,  the Board of  Directors  authorized a stock  repurchase  program
approving  the  repurchase  of up to $2  million  of the  Company's  stock.  The
repurchase  program  has been  extended  to  December  31,  2004.  No stock  was
repurchased during the first quarter of 2004.

The total risk-based  capital ratio for the Company's  wholly owned  subsidiary,
Bank of Lodi was 10.01% at March 31, 2004  compared  to 10.68% at  December  31,
2003.
<PAGE>
Changes in Results of Operations - Three Months ended March 31, 2004

Summary of Earnings Performance
-------------------------------
--------------------------------------------------------------------------------
                                          For the three months ended March 31:
                                        ----------------------------------------
                                        ----------------------------------------
                                                    2004                   2003
                                                    ----                   ----
Net income (in thousands)                          $ 567                  $ 342
--------------------------------------------------------------------------------
Basic net income per share                          $.32                   $.19
Diluted net income per share                         .30                    .18
Return on average assets                           0.71%                  0.56%
Return on average equity                          11.10%                  7.02%
--------------------------------------------------------------------------------
Average equity to average assets                   6.38%                  7.95%
--------------------------------------------------------------------------------


Net income for the first  quarter of 2004  increased  $225  thousand,  or 65.8%,
compared  to the first  quarter of 2003.  Net  interest  income  increased  $551
thousand,  or 21.0% as a result of a $96 thousand  increase in interest  expense
combined with a $647  thousand  increase in interest  income.  The provision for
loan losses totaled $70 thousand  representing  a decrease of $187 thousand,  or
72.8% when compared to the first quarter of 2003.  Noninterest  income decreased
$193 thousand,  or 16.4%, while noninterest expense increased $222 thousand,  or
7.2%.  The provision for income taxes  increased  $98  thousand,  or 79.0%.  The
return on  average  equity at March 31,  2004 was  11.10%  compared  to 7.02% at
December 31, 2003.

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

          -------------------------------------------------------------------------------------------------------
                                                     For the Quarter Ended            For the Quarter Ended
                                                         March 31, 2004                  March 31, 2003
                                                         (in thousands)                  (in thousands)
          -------------------------------------------------------------------------------------------------------
                                                 Average     Income/             Average     Income/
                                                  Balance    Expense   Yield(1)   Balance    Expense    Yield(1)
                                                  -------    -------   --------   -------    -------    --------
<S>                                                <C>          <C>       <C>      <C>           <C>       <C>
          Earning Assets:

          Investment securities (2)               $ 86,914        789     3.64%   $ 31,274         289     3.75%

          Federal funds sold                         3,292         10     1.22%     10,660          33     1.26%

          Loans (3)                                186,008      3,124     6.74%    167,259       2,954     7.16%
                                                 ---------      -----     ----   ---------       -----     ----

                                                 $ 276,214      3,923     5.70%  $ 209,193       3,276     6.35%
                                                 =========      =====     =====  =========       =====     =====
          Liabilities:

          Noninterest bearing deposits            $ 45,684         --        --   $ 34,817          --        --

          Savings, money market, & NOW deposits    158,825        342      .86%    121,832         240      .79%

          Time deposits                             71,035        298     1.68%     58,596         341     2.36%

          Other borrowings                          20,258        103     2.04%      5,915          66     4.53%
                                                 ---------      -----     ----   ---------       -----     ----

          Total Liabilities                       $295,802        743     1.01%   $221,160         647     1.19%
                                                 =========      =====     =====  =========       =====     =====

          Net Interest Spread                                             4.69%                            5.16%
                                                                          =====                            =====
          -------------------------------------------------------------------------------------------------------

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

          Yield on average earning assets         $276,214      3,923     5.70%   $209,193       3,276     6.35%

          Cost of funding average earning assets  $276,214      (743)   (1.08%)   $209,193       (647)   (1.25%)
                                                                -----   ------                   -----   ------

          Net Interest Margin                     $276,214      3,180     4.62%   $209,193       2,629     5.10%
                                                                =====   =======                  =====   =======
          -------------------------------------------------------------------------------------------------------
</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.
<PAGE>
Net interest  income for the first quarter of 2004 increased  $551 thousand,  or
21.0%, when compared to the same period of 2003. The increase is attributable to
the effects of increases in volumes of earning assets and  liabilities  combined
with the  effects of changes  in  interest  rates.  The  increase  in volumes of
average earning assets and  liabilities  resulted in an increase in net interest
income  totaling $497 thousand  while  interest rates resulted in an increase in
net interest  income  totaling $54 thousand when  comparing the first quarter of
2004 to the same period last year.

Average earning assets  increased  $67,021  thousand during the first quarter of
2004 as compared to the first quarter of 2003.  Average loans increased  $18,749
thousand and  investment  securities  increased  $55,640  thousand while federal
funds sold  decreased  $7,368  thousand.  The  increase in the volume of average
earning assets during the first quarter of 2004 as compared to the first quarter
of 2003  resulted  in an increase in interest  income  totaling  $832  thousand.
However, interest rates on average earning assets declined 65 basis points (from
6.35% to  5.70%)  when  compared  to the same  period  in 2003,  resulting  in a
decrease in interest income totaling $185 thousand.

Average liabilities  increased $74,642 thousand during the first quarter of 2004
as  compared  to the same period  last year.  The  increase  consists of $25,447
thousand,  $12,439  thousand,  $10,867  thousand,  $6,003  thousand  and  $5,543
thousand in money market accounts, certificates of deposit, non-interest bearing
deposits,  NOW and savings accounts.  Other borrowings  increased  $14,343.  The
increase in average  liabilities  resulted  in an  increase in interest  expense
totaling $335 thousand.  As a result of the declining interest rate environment,
the cost of interest bearing  liabilities  decreased 18 basis points (from 1.19%
to 1.01%) resulting in a reduction in interest expense totaling $239 thousand.

Interest income is also affected by nonaccrual loan activity.  Nonaccrual  loans
at March  31,  2004 and  March 31,  2003  totaled  $3,112  thousand  and  $2,709
thousand,   respectively.   Interest   forgone  on   nonaccrual   loans  totaled
approximately $92 thousand and $69 thousand for the three months ended March 31,
2004 and 2003, respectively.

Provision for Loan Losses
-------------------------
The  provision for loan losses for the three months ended March 31, 2004 was $70
thousand  compared with $257 thousand for the three months ended March 31, 2003,
a decrease of $187  thousand or 72.8%.  As of March 31, 2004 the  allowance  for
loan losses was $3,314  thousand or 1.6% of total loans,  which  compares to the
allowance  for loan  losses  of  $3,262  thousand  or 1.8% of total  loans as of
December 31, 2003. See "Allowance for Loan Losses" contained herein. As of March
31, 2004,  nonperforming  loans totaled  $3,112  thousand or 1.5% of total loans
compared to $3,880  thousand or 2.1% at December 31, 2003.  No assurance  can be
given that nonperforming  loans will not increase or that the allowance for loan
losses will be adequate to cover losses inherent in the loan portfolio.

Noninterest Income
------------------
Noninterest  income for the first quarter of 2004 decreased  $193  thousand,  or
16.4%,  compared to the same period last year. Included in noninterest income is
$65 thousand and $88 thousand  attributable  to gains resulting from the sale of
securities during the first quarter of 2004 and 2003, respectively.  Income from
the sale and servicing of loans  totaled $254 thousand  during the first quarter
of 2004, which decreased by $181 thousand,  or 41.6%, compared to the prior year
quarter. As a result of an overall increase in mortgage lending rates in 2004 as
compared to the prior year, the Company experienced a decline in its residential
mortgage lending activity during the first quarter of 2004.

The cash  surrender  value of life insurance  increased $17 thousand,  or 12.1%,
during the first quarter of 2004 when compared to the same quarter in 2003.  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 7.7% during the first quarter of 2004 as compared to
7.3% during the first quarter of 2003.

Noninterest Expense
-------------------
Noninterest expense increased $222 thousand, or 7.2%, compared to the prior year
quarter. The leading factors contributing to the increase in noninterest expense
were reflected in increases of $144  thousand,  or 8.7% in salaries and employee
benefits  combined  with  expenses  totaling  $67,000  associated  with  actions
initiated by three dissident directors.  The actions initiated by the dissidents
represent  30.2% of the total increase in  noninterest  expense during 2004. The
opening of the new branch in Sacramento  in late 2003  accounted for over 90% of
the increase in salaries and employee benefits expense.

<PAGE>

Income Taxes
-------------
In the three months ended March 31, 2004,  taxes  increased $98 thousand to $222
thousand  from $124 thousand for the same period in 2003.  The Bank's  effective
tax rate for the three months ended March 31, 2004 was 28.1%,  compared to 26.6%
for the same period in 2003.

Off-Balance Sheet Commitments
------------------------------
The following  table shows the  distribution of the Company's  undisbursed  loan
commitments at the dates indicated.

(in thousands)                             March 31, 2004      December 31, 2003
--------------------------------------------------------------------------------
      Commitments to extend credit          $   52,684             49,643
================================================================================
      Standby letters of credit             $      355                488
================================================================================

Liquidity

The  Company's  primary  sources of liquidity  are the proceeds  from the junior
subordinated  debentures  combined with  dividends  from the Bank. The Company's
primary uses of liquidity are  associated  with interest  payments on the junior
subordinated   debentures,   dividend  payments  made  to  shareholders,   stock
repurchases and operating expenses.  The Company also has liquidity available to
provide  capital  to the Bank as needed in order to support  the Bank's  capital
plan and growth objectives.

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

At March 31, 2004, liquidity was considered adequate, and funds available in the
local deposit  market and scheduled  maturities of  investments  are  considered
sufficient  to meet  long-term  liquidity  needs.  Compared  to  2003  liquidity
decreased in 2004 as a result of the growth in the loan  portfolio and purchases
of available-for-sale investment securities.

<PAGE>
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

While there are several  varieties of market risk,  the market risk  material to
the Company and the Bank is interest  rate risk.  Within the context of interest
rate risk,  market  risk is the risk of loss due to  changes in market  interest
rates that have an adverse effect on net interest income,  earnings,  capital or
the fair  value of  financial  instruments.  Exposure  to this type of risk is a
regular part of a financial institution's operations. The fundamental activities
of making  loans,  purchasing  investment  securities,  and  accepting  deposits
inherently  involve  exposure to interest  rate risk.  The Company  monitors the
repricing  differences  between  assets and  liabilities  on a regular basis and
estimates  exposure to net interest income,  net income,  and capital based upon
assumed  changes in the market yield curve. As of and for the three months ended
March 31, 2004, there were no material changes in the market risk profile of the
Company or the Bank as described in the Company's 2003 Form 10-K.

ITEM 4.  CONTROLS AND PROCEDURES

The Company's  management  evaluated,  with the  participation  of the Company's
principal executive and principal  financial officers,  the effectiveness of the
Company's  disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e)  under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), as of March 31, 2004. Based on their evaluation,  the Company's principal
executive  and  principal   financial  officers  concluded  that  the  Company's
disclosure controls and procedures were effective as of March 31, 2004.

There  has been no change  in the  Company's  internal  control  over  financial
reporting (as defined in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act)
that occurred during the Company's fiscal quarter ended March 31, 2004, that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


PART II -- OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  On March 23, 2004, a lawsuit was filed naming First  Financial
                  Bancorp,  Bank of Lodi,  N.A. and certain named  directors and
                  officers  of the  Company.  The suit is filed as a  derivative
                  action  alleging  various  charges of breach of fiduciary duty
                  and  corporate  mismanagement  against the named  officers and
                  directors.  The lawsuit was commenced by two  shareholders  on
                  behalf of the Company.  The complaint also alleges intentional
                  and  negligent  breach of  fiduciary  duty,  abuse of control,
                  waste of corporate assets, unjust enrichment and imposition of
                  constructive trust.

                  The matter has been tendered to the Company's  carrier for its
                  director and officer  liability  insurance  and the  insurance
                  company is expected to respond to the tender of defense in due
                  course.  If coverage  under the policy is denied,  the Company
                  may be  obligated  to  provide  indemnification  to the  named
                  officers  and   directors.   The  Company  is  evaluating  the
                  allegations of the Complaint and will vigorously  defend them,
                  as appropriate. If the allegations are proven, any recovery in
                  the suit will benefit the Company.

                  The bank is involved in various legal  actions  arising in the
                  ordinary  course of  business.  In the opinion of  management,
                  after consulting with legal counsel,  the ultimate disposition
                  of these matters will not have a material effect on the Bank's
                  financial condition, results of operations, or liquidity.

<PAGE>
ITEM 2.           CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF
                  EQUITY SECURITIES

                  The table  below sets forth the  information  with  respect to
                  purchases made by or on behalf of First  Financial  Bancorp or
                  any  "affiliated  purchaser" (as defined in Rule  10b-18(a)(3)
                  under the Securities  Exchange Act of 1934),  of the Company's
                  common stock during the three months ended March 31, 2004.
<TABLE>
<CAPTION>

                                                                                  Total           Approximate Dollar
                                                                                  Number           Value of Shares
                                                                                of Shares               That
                                                                                Purchased            May Yet Be
                                                                               as Part of          Purchased Under
                                              Total Number     Average      Publicly Announced      the Plans or
                                                of Shares     Price Paid        Plans or             Programs(1)
                          Period                Purchased      Per Share      Programs (1)          (in thousands)
                  ---------------------------------------------------------------------------------------------------
<S>                                             <C>             <C>           <C>                  <C>
                  Month #1                               --             --                  --                $1,453
                  (January 1, 2004 to
                  January 31, 2004)
                  Month #2                               --             --                  --                $1,453
                  (February 1, 2004 to
                  February 29, 2004)
                  Month #3                               --             --                  --                $1,453
                  (March 1, 2004 to
                  March 31, 2004)
                                              -------------------------------------------------
                                              -------------------------------------------------
                  Total                                  --             --                  --
                                              =================================================
<FN>
                  (1) On April 4,  2002,  the  Company  announced  that the  Board of  Directors  had  approved  a share
                  repurchase  program,  pursuant to which up to $2 million of its common stock may be  repurchased.  The
                  repurchase  program is being  effected  from time to time,  depending on market  conditions  and other
                  factors,  through open market  purchases and privately  negotiated  transactions.  The total remaining
                  authorization  under the repurchase  program was $1,453  thousand as of April 30, 2004. The repurchase
                  program expires December 31, 2004.
</FN>
</TABLE>

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

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

<PAGE>
                  (b)      Reports on Form 8-K

                           During  the  first  quarter  of  2004,   the  Company
                           furnished a Current Report on 8-K dated March 5, 2004
                           (Items 7 and 9).

                           During  the  second  quarter  of  2004,  the  Company
                           furnished a Current Report on 8-K dated April 9, 2004
                           (Items 7 and 9).

                           During  the  second  quarter  of  2004,  the  Company
                           furnished  a Current  Report  on 8-K dated  April 13,
                           2004 (Items 7 and 9).

                                   SIGNATURES

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



                                    FIRST FINANCIAL BANCORP

                                    By:


Date: May 12, 2004                  /s/ Allen R. Christenson
      ------------                  --------------------------------------------
                                    Allen R. Christenson
                                    Executive 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 2002

31.2              Certification of Registrant's Chief Financial Officer Pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002

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