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

                                  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, 2001

                                       OR

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

                        Commission File Number : 0-12499

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


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


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

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

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

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

                                          [ X ] Yes         [   ] No

     As of August 3, 2001 there were  1,608,350  shares of Common Stock,  no par
value, outstanding.

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

<PAGE>

<TABLE>

                                     FIRST FINANCIAL BANCORP

                                            FORM 10-Q

                     FOR THE QUARTER AND SIX MONTH PERIOD ENDED JUNE 30, 2001
                                        TABLE OF CONTENTS
<CAPTION>

                                                                                            Page
                                                                                            ----
                                              PART I

<S>        <C>                                                                               <C>
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.............           15


                                             PART II


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

Item 2.    Changes in 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

</TABLE>

                                                i

<PAGE>


ITEM 1. FINANCIAL STATEMENTS

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

                                                                              June 30,             Dec. 31,
Assets                                                                          2001                 2000
------                                                                    ---------------      ---------------
<S>                                                                       <C>                  <C>
Cash and due from banks                                                   $        13,741      $        10,909
Federal funds sold and securities purchased under resale agreements                11,841               10,115
Investment securities available for sale, at fair value                            41,886               29,560
Loans held for sale                                                                 3,606                1,292

Loans, net of deferred loan fees                                                  116,555              113,292
Less allowance for loan losses                                                      2,541                2,499
                                                                          ---------------      ---------------
  Net loans                                                                       114,014              110,793

Premises and equipment, net                                                         6,993                7,002
Accrued interest receivable                                                         1,418                1,447
Other assets                                                                       15,497               13,946
                                                                          ---------------      ---------------
    Total Assets                                                          $       208,996      $       185,064
                                                                          ===============      ===============
Liabilities and Stockholders' Equity
------------------------------------

Liabilities:
    Deposits
       Noninterest bearing                                                $        26,061      $        24,223
       Interest bearing                                                           164,235              138,038
                                                                          ---------------      ---------------
          Total deposits                                                          190,296              162,261

    Accrued interest payable                                                          336                  316
    Short term borrowings                                                               -                4,588
    Other liabilities                                                               1,348                1,445
                                                                          ---------------      ---------------
          Total liabilities                                                       191,980              168,610

Stockholders' equity:
    Common stock - no par value; authorized 9,000,000
          shares, issued and outstanding in 2001 and 2000,
          1,608,350 and 1,526,063, respectively                                    10,073                9,338
    Retained earnings                                                               6,518                6,831
     Accumulated other comprehensive income                                           425                  285
                                                                          ---------------      ---------------
          Total stockholders' equity                                               17,016               16,454
                                                                          ---------------      ---------------
                                                                          $       208,996      $       185,064
                                                                          ===============      ===============

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


                                                      -1-

<PAGE>



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


                                                         Three Months Ended                Six Months Ended
                                                              June 30,                         June 30,
                                                    -----------------------------    -----------------------------
                                                        2001            2000             2001            2000
                                                    -------------   -------------    -------------   -------------
<S>                                                    <C>             <C>               <C>            <C>
Interest income:
    Loans, including fees                              $   2,645       $   2,657         $  5,330       $   5,221
    Investment securities:
       Taxable                                               475             417              848             870
       Exempt from federal taxes                              67             140              138             277
    Federal funds sold                                       196              64              377             106
                                                    -------------   -------------    -------------   -------------
            Total interest income                          3,383           3,278            6,693           6,474

Interest expense:
    Deposit accounts                                       1,229           1,061            2,332           2,016
    Short term borrowings                                      1              94                4             174
                                                    -------------   -------------    -------------   -------------
            Total interest expense                         1,230           1,155            2,336           2,190
                                                    -------------   -------------    -------------   -------------
        Net interest income                                2,153           2,123            4,357           4,284

Provision for loan losses                                     --              65              190             100
                                                    -------------   -------------    -------------   -------------
        Net interest income after provision for
           loan losses                                     2,153           2,058            4,167           4,184
Non-interest income:
     Gain on sale of other real estate                        --              --              222              --
     Service charges                                         373             329              706             644
     Premiums and fees from SBA and mortgage
         operations                                          203             137              420             327
     Miscellaneous                                           182             163              363             320
                                                    -------------   -------------    -------------   -------------
        Total non-interest income                            758             629
                                                                                            1,711           1,291
Non-interest expense:
     Salaries and employee benefits                        1,396           1,119            2,801           2,237
     Occupancy                                               335             262              556             463
     Equipment                                               145             131              376             310
     Other                                                   906           1,007            1,714           1,848
                                                    -------------   -------------    -------------   -------------
        Total non-interest expense                         2,782           2,519
                                                                                            5,447           4,858

                                                    -------------   -------------    -------------   -------------
Income before provision for income taxes                     129             168              431             617
Provision for income tax (benefit) expense                   (24)            (28)              23              75
                                                    -------------   -------------    -------------   -------------
        Net income                                     $     153       $     196         $    408       $     542
                                                    =============   =============    =============   =============
Earnings per share:
         Basic                                         $    0.10       $    0.12         $   0.25       $    0.34
                                                    =============   =============    =============   =============
         Diluted                                       $    0.09       $    0.12         $   0.25       $    0.33
                                                    =============   =============    =============   =============
Dividends declared per share                           $       -       $       -         $      -       $       -
                                                    =============   =============    =============   =============

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


                                                      -2-

<PAGE>


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


Six Months Ended June 30, 2001


                                                                                           Accumulated
                                        Common       Common                                   Other
                                         Stock        Stock     Comprehensive   Retained  Comprehensive
            Description                 Shares       Amounts        Income      Earnings     Income          Total
----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>           <C>                         <C>                <C>       <C>
Balance at December 31, 2000            1,526,063     $  9,338                    6,831              285       16,454

Comprehensive income:

   Net income                                                        $     408      408                           408
                                                                ---------------
   Other comprehensive income:

      Unrealized holding gains arising
      during the current period, net of tax                                140
      effect of $102                                            ---------------

          Total other comprehensive income                                 140                       140          140
                                                                ---------------
   Comprehensive income                                              $     548
                                                                ===============
Options exercised                           6,442           18                                                     18

Stock dividend                             75,845          717                     (717)

Cash in lieu of stock dividend                                                       (4)                           (4)
                                      -------------------------                 --------------------------------------
Balance at June 30, 2001                1,608,350     $ 10,073                    6,518              425       17,016
                                      =========================                 ======================================


Six Months Ended June 30, 2000


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

Comprehensive income:

   Net income                                                        $     542      542                           542
                                                                ---------------
   Other comprehensive income:
      Unrealized holding gains arising
      during the current period, net of tax                                151
      effect of $109                                            ---------------

          Total other comprehensive income                                 151                       151          151
                                                                ---------------
   Comprehensive income                                              $     693
                                                                ===============
Options exercised                          11,300           85                                                     85

Stock dividend                             71,764          732                     (732)

Cash dividend                                                                       (74)                          (74)
                                      -------------------------                 --------------------------------------
Balance at June 30, 2000                1,516,798     $  9,250                    6,090             (115)      15,225
                                      =========================                 ======================================

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

                                                      -3-

<PAGE>


<TABLE>
                                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                     Consolidated Statements of Cash Flows
                                                  (Unaudited)
                                                 (in thousands)
                                           Six Months Ended March 31,
<CAPTION>


                                                                                       2001                2000
                                                                                    -----------        ------------
<S>                                                                                 <C>                <C>
Cash flows from operating activities:
Net income                                                                          $       408        $        542
     Adjustments to reconcile net income to net cash
     used in operating activities:
          Increase in loans held for sale                                                (2,098)             (1,142)
          Gain on sale of loans                                                            (216)               (128)
          (Decrease) increase in deferred loan income                                        (4)                 20
          Depreciation and amortization                                                     584                 629
          Provision for loan losses                                                         190                 100
          Gain on sale of other real estate owned                                          (222)                 --
          Decrease (increase) in accrued interest
          receivable                                                                         29                (222)
          Increase (decrease) in accrued interest payable                                    20                   3
          Increase (decrease) in other liabilities                                          (97)               (485)
          Increase in cash surrender value of life insurance                               (285)               (225)
          (Increase) decrease in other assets                                              (269)                443
                                                                                   -------------      -------------
                  Net cash used in operating activities                                  (1,960)               (465)


Cash flows from investing activities:
    Proceeds from maturity of available-for-sale
       securities                                                                        10,300               1,954
    Purchases of available-for-sale securities                                          (22,366)               (899)
    Net increase in loans made to customers                                              (3,497)             (3,465)
    Proceeds from sale of other real estate                                                 627                  10
    Purchase of cash surrender value life insurance                                      (1,500)               (900)
    Purchases of bank premises and equipment                                               (507)               (417)
                                                                                   -------------      -------------
                  Net cash used in investing activities                                 (16,943)             (3,717)


Cash flows from financing activities:
    Net increase in deposits                                                             28,035               5,606
    (Decrease) increase in other borrowings                                              (4,588)              4,047
    Dividends paid                                                                           --                 (73)
    Payment for fractional stock dividends                                                   (4)                 (1)
    Proceeds from issuance of common stock                                                   18                  85
                                                                                   -------------      -------------
                  Net cash provided by financing activities                              23,461               9,664

                  Net increase in cash and cash equivalents                               4,558               5,482
Cash and cash equivalents at beginning of period                                         21,024               9,409
                                                                                   -------------      -------------
Cash and cash equivalents at end of period                                          $    25,582        $     14,891
                                                                                   =============      =============
Supplemental Disclosures of Cash Flow Information:
    Cash paid for interest payments                                                $      2,316               2,187
    Cash paid for taxes                                                            $        285                 491
    Loans transferred to other real estate owned                                   $         90                  --

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

                                                      -4-


<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                       June 30, 2001 and December 31, 2000

(1) Summary of Significant Accounting Policies

     The  accounting  and  reporting  policies of First  Financial  Bancorp (the
     Company) and its  subsidiaries,  Bank of Lodi, N.A., (the Bank) and Western
     Auxiliary  Corporation (WAC) conform with accounting  principles  generally
     accepted in the United States of America and  prevailing  practices  within
     the banking industry.  In preparing the consolidated  financial statements,
     management is required to make  estimates and  assumptions  that affect the
     reported  amounts of assets and  liabilities  as of the date of the balance
     sheet and revenue and expense for the period.  Actual  results could differ
     from  those  estimates  applied  in the  preparation  of  the  consolidated
     financial  statements.  There  were no new  accountings  standards  adopted
     during the current period.

(2) Weighted Average Shares Outstanding

     Per share  information  is based on  weighted  average  number of shares of
     common stock  outstanding  during each three- and  six-month  periods after
     giving  retroactive effect for the five percent stock dividend declared for
     shareholders  of record May 8, 2001,  payable May 22, 2001.  Basic earnings
     per  share  (EPS)  is  computed  by  dividing   net  income   available  to
     shareholders by the weighted average common shares  outstanding  during the
     period.  Diluted  earnings  per share is computed  by  dividing  net income
     available to shareholders by the weighted average common shares outstanding
     during  the  period  plus  potential  common  shares  outstanding.  Diluted
     earnings per share  reflects  the  potential  dilution  that could occur if
     securities  or other  contracts  to issue  common  stock were  exercised or
     converted  into common  stock or resulted in the  issuance of common  stock
     that then shared in the earnings of the Company.


                                      -5-

<PAGE>

                                 FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                Notes to Consolidated Financial Statements
                                    June 30, 2001 and December 31, 2000


<TABLE>
(2) Weighted Average Shares Outstanding (continued)

    The following  table  provides a  reconciliation  of the numerator and  denominator  of the basic and
    diluted  earnings per share  computation of the three- and six-month  period ending June 30, 2001 and
    2000:
<CAPTION>


                                                            Income             Shares        Per-Share
         Three months ended June 30, 2001                (numerator)       (denominator)       Amount
         ------------------------------------------------------------------------------------------------
<S>                                                          <C>                <C>                <C>
         Basic earnings per share                            $ 153,000          1,604,056          $ .10
         Effect of dilutive securities                               -             34,825              -
                                                         --------------    ---------------
         Diluted earnings per share                          $ 153,000          1,638,881          $ .09
                                                         ==============    ===============


                                                            Income             Shares        Per-Share
         Three months ended June 30, 2000                (numerator)       (denominator)       Amount
         ------------------------------------------------------------------------------------------------
         Basic earnings per share                            $ 196,000          1,592,638          $ .12
         Effect of dilutive securities                               -             39,923              -
                                                         --------------    ---------------
         Diluted earnings per share                          $ 196,000          1,632,561          $ .12
                                                         ==============    ===============


                                                            Income             Shares        Per-Share
         Six months ended June 30, 2001                  (numerator)       (denominator)       Amount
         ------------------------------------------------------------------------------------------------
         Basic earnings per share                            $ 408,000          1,603,130          $ .25
         Effect of dilutive securities                               -             36,003              -
                                                         --------------    ---------------
         Diluted earnings per share                          $ 408,000          1,639,133          $ .25
                                                         ==============    ===============


                                                            Income             Shares        Per-Share
         Six months ended June 30, 2000                  (numerator)        (denominator)      Amount
         ------------------------------------------------------------------------------------------------
         Basic earnings per share                            $ 542,000          1,588,564          $ .34
         Effect of dilutive securities                               -             41,029              -
                                                         --------------    ----------------
         Diluted earnings per share                          $ 542,000          1,629,593          $ .33
                                                         ==============    ================
</TABLE>

<TABLE>
(3) Allowance for Loan Losses
<CAPTION>

    The  following  summarizes  changes in the  allowance for loan losses for the six month periods ended
    June 30, 2001 and 2000 and the twelve month period ended December 31, 2000:

         (in thousands)                                         6/30/01          6/30/00         12/31/00
                                                           --------------    -------------    --------------
<S>                                                          <C>                    <C>            <C>
         Balance at beginning of period                      $   2,499              2,580          2,580
           Loans charged off                                      (163)               (23)          (246)
           Recoveries                                               15                 11             30
           Provisions charged to operations                        190                100            135
                                                           --------------    -------------    --------------
         Balance at end of period                            $   2,541              2,668          2,499
                                                           ==============    =============    ==============
</TABLE>



                                                   -6-


<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                       June 30, 2001 and December 31, 2000

(4) Basis of Presentation

         First  Financial  Bancorp is the holding company for Bank of Lodi, N.A.
         and Western Auxiliary  Corporation.  In the opinion of management,  the
         accompanying  unaudited  consolidated  financial statements reflect all
         adjustments (consisting of normal recurring accruals and other accruals
         as explained  above)  necessary  for a fair  presentation  of financial
         position as of the dates  indicated and results of  operations  for the
         periods shown. All material intercompany accounts and transactions have
         been   eliminated   in   consolidation.   In  preparing  the  financial
         statements,  management is required to make  estimates and  assumptions
         that  affect the  reported  amounts.  The results for the three and six
         months  ended  June 30,  2001  are not  necessarily  indicative  of the
         results which may be expected for the year ended December 31, 2001. The
         unaudited  consolidated financial statements presented herein should be
         read in  conjunction  with the  consolidated  financial  statements and
         notes included in the 2000 Annual Report to Shareholders.

(5) Gain Or Loss On Sale Of Loans And Servicing Rights

         Effective  April 1, 2001,  the Company  adopted FASB Statement No. 140,
         Accounting  for  Transfers  and  Servicing  of  Financial   Assets  and
         Extinguishments  of  Liabilities,  a replacement  of FASB Statement No.
         125,  which  supersedes and replaces the guidance in FASB Statement No.
         125,  Accounting  for Transfers  and Servicing of Financial  Assets and
         Extinguishments of Liabilities. Statement No. 140 revises the standards
         for accounting  for  securitizations  and other  transfers of financial
         assets and collateral and requires certain disclosures,  but it carries
         over  most  of  the   provisions   of   Statement   No.   125   without
         reconsideration.  Statement  No.  140 is  effective  for  transfers  of
         financial  assets  occurring  after  March  31,  2001;  it  is  applied
         prospectively.  The Company does not expect  adoption of Statement  No.
         140 to have a material  impact on the financial  condition or operating
         results of the Company

(6) Impact Of Recently Issued Accounting Standards

         In July 2001, the FASB issued Statement No. 141, Business Combinations,
         and Statement No. 142, Goodwill and Other Intangible Assets.  Statement
         141 requires  that the purchase  method of  accounting  be used for all
         business  combinations  initiated  after  June 30,  2001 as well as all
         purchase  method business  combinations  completed after June 30, 2001.
         Statement 141 also specifies  criteria  intangible assets acquired in a
         purchase  method  business  combination  must meet to be recognized and
         reported apart from goodwill,  noting that any purchase price allocable
         to  an  assembled  workforce  may  not  be  accounted  for  separately.
         Statement  142 will require that  goodwill and  intangible  assets with
         indefinite useful lives no longer be amortized,  but instead tested for
         impairment  at least  annually in  accordance  with the  provisions  of
         Statement 142.  Statement 142 will also require that intangible  assets
         with definite useful lives be amortized over their respective estimated
         useful  lives to their  estimated  residual  values,  and  reviewed for
         impairment  in  accordance  with  SFAS  No.  121,  Accounting  for  the
         Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to Be
         Disposed Of.

         The  Company is  required  to adopt the  provisions  of  Statement  141
         immediately and Statement 142 effective  January 1, 2002.  Furthermore,
         any goodwill and any intangible  asset determined to have an indefinite
         useful  life  that are  acquired  in a  purchase  business  combination
         completed after June 30, 2001 will not be amortized,  but will continue
         to be evaluated  for  impairment  in  accordance  with the  appropriate
         pre-Statement 142 accounting literature. Goodwill and intangible assets
         acquired in business  combinations  completed  before July 1, 2001 will
         continue to be amortized  prior to the  adoption of Statement  142. The
         Company does not have any goodwill and  intangible  assets  acquired in
         business  combinations  completed before July 1, 2001. The Company does
         not expect  adoption of  Statements  No. 141 and 142 to have a material
         impact on the financial condition or operating results of the Company.


                                       -7-

<PAGE>

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

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

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

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

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

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

Changes in Financial Condition

Consolidated  total  assets at June 30, 2001 were  approximately  $209  million,
which represents an increase of $23,932 thousand, or 12.9%, above the comparable
level  at  December  31,  2000.  The  increase  in  total  assets  was  directly
attributable  to a  $28,035  thousand,  or  17.3%,  increase  in total  deposits
combined with a $4,588 thousand, or 100.0%, decrease in short term borrowings as
compared to December 31, 2000. The growth in deposits is primarily the result of
a  $6,644  thousand,  or 7.9%,  increase  in  demand  deposit  accounts,  $2,416
thousand,  or 9.1% increase in savings accounts and a $18,975 thousand, or 36.7%
increase in  Certificates  of Deposit  from  December 31, 2000 to June 30, 2001,
respectively.  The increase in certificates of deposit resulted from the Company
offering  deposit rates at or slightly  above the rates offered in its immediate
market area,  the intent of which was to attract new customers  while  providing
funding for projected loan growth. In addition,  the new certificates of deposit
are from depositors in the local markets in which the Company  operates and does
not consist of brokered deposits.

Total gross loans increased $5,573 thousand,  or 4.8%, from December 31, 2000 to
June 30,  2001.  The net  increase  in gross  loans is  primarily  the result of
increases of $4,495 thousand,  or 33.6%,  $2,314 thousand,  or 179.1%,  and $880
thousand,  or 7.3%, in commercial  loans,  loans held for sale and  construction
loans, respectively,  combined with a decrease of $1,142 thousand, or 2.6%, $880
thousand,  or 5.2% in real estate loans and  agricultural  loans,  respectively.
During  the  first  quarter  of  2001,  the  Company  opened  a  Small  Business
Administration  ("SBA") loan production office in Folsom California,  moving its
operations for SBA loans from its Lodi office to the Folsom area.

                                      -8-

<PAGE>


The  allowance  for loan  losses  (the  "allowance")  is  established  through a
provision for loan losses charged to expense. The allowance at June 30, 2001 was
in excess of the December  31, 2000  allowance by $42  thousand,  or 1.7%,  as a
result of a  provision  for $190  thousand  and net charge  offs  totaling  $148
thousand. This compares to a provision of $100 thousand for the first six months
of 2000.  The increased  provision is a result of the general growth of the loan
portfolio during the first six months of 2001 ($5.6 million,  or 4.8%) exceeding
the rate that  occurred  during  the first six months of 2000  ($4.7million,  or
4.2%).  In  addition,  during  the  first  six  months  of 2001,  as a result of
shortages of electrical power in California,  the Company  established a general
reserve for possible loan losses that might occur as a result of the shortage of
electrical power in California.

At June 30, 2001,  nonperforming  loans were $5,410  thousand,  or 4.5% of gross
loans  outstanding.  This  compares  to $5,655  thousand  or 4.9% of gross loans
outstanding at December 31, 2000. The allowance to  nonperforming  loan coverage
ratio  increased  to 0.47 times at June 30, 2001 from 0.44 times at December 31,
2000. Total portfolio delinquency at June 30, 2001 was 5.2%, compared to 5.1% at
December  31,  2000.   Excluding  the  nonperforming   loans,   total  portfolio
delinquency at June 30, 2001 was $847 thousand, or 0.7% of gross loans, compared
to $259 thousand, or 0.2% of gross loans at December 31, 2000.

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, 2001
is adequate to absorb known and reasonably estimated loan losses. However, there
can be no  assurances  that future  economic  events may  negatively  impact the
Bank's borrowers, thereby causing loan losses to exceed the current allowance.

Interest forgone or reversed on non-accrual loans during the first six months of
2001  totals  approximately  $332  thousand.  For the  second  quarter  of 2001,
interest forgone on non-accrual loans totaled $179 thousand. The majority of the
loans placed on nonaccrual were internally identified as classified assets as of
December 31, 1999 and specific  reserves  for possible  losses were  established
within the allowance as of December 31, 1999.  Management  continues to actively
monitor the status of these  nonperforming loans and as of June 30, 2001 did not
believe any material increases to the specific reserves for these  nonperforming
loans as compared to December 31, 2000 was  necessary.  Management  believes the
allowance  at June 30, 2001 is  adequate  to absorb loan losses  inherent in the
portfolio.  However,  there can be no assurances that future economic events may
negatively  impact the Bank's  borrowers,  thereby causing loan losses to exceed
the current allowance.

The  following  tables  depict  activity  in the  allowance  for loan losses and
allocation of reserves as of and for the six months and year ended June 30, 2001
and December 31, 2000, respectively:

                                                   June 30,       December 31,
                                                    2001              2000
                                                 -----------      -----------
      Balance at beginning of period             $   2,499        $   2,580
         Charge-offs:
           Commercial                                 (140)            (201)
           Real estate                                   -               --
           Consumer                                    (23)             (45)
                                                 -----------      -----------
        Total charge-offs                             (163)            (246)
        Recoveries:
           Commercial                                    4               15
           Real estate                                   -               --
           Consumer                                     11               15
                                                 -----------      -----------
        Total recoveries                                15               30
                                                 -----------      -----------
      Net charge-offs                                 (148)            (216)
      Provision charged to operations                  190              135
                                                 -----------      -----------
      Balance at end of period                   $   2,541        $   2,499
                                                 ===========      ===========


                                      -9-

<PAGE>


Allocation of the Allowance for Loan Losses

                    -----------------------------  -----------------------------
                           June 30, 2001                 December 31, 2000
                    -----------------------------  -----------------------------
                        Amount                         Amount
Loan Category          (000's)       % of Loans       (000's)       % of Loans
------------------  -------------   -------------  -------------   -------------
Commercial              $  821           86.07%        $  879           86.46%
Real Estate                572           10.99%           594           10.41%
Consumer                     0            2.94%             1            3.13%
Unallocated              1,148              N/A         1,025              N/A
                        ------          -------        ------          -------
                        $2,541          100.00%        $2,499          100.00%
                        ======          =======        ======          =======


Investments

Investments  consist of federal  funds  sold,  investment  securities  and money
market mutual funds. Investment securities increased $12,326 thousand, or 41.7%,
from  December  31,  2000 to June 30,  2001.  In  addition  federal  funds  sold
increased $1,726 thousand, or 17.1% from December 31, 2000 to June 30, 2001. The
increase in investment securities and federal funds sold occurred as a result of
increases  in deposits  outpacing  the  increase  in loans  during the first six
months of 2001.

Equity

Consolidated  equity  increased $562 thousand from December 31, 2000 to June 30,
2001.  Consolidated equity represented 8.14% and 8.89% of consolidated assets at
June 30, 2001 and December 31, 2000,  respectively.  In addition to the earnings
of $408 thousand,  equity capital increased by $18 thousand from the exercise of
stock  options  over the six months  ended June 30,  2001 and $140  thousand  to
reflect the increase in the  after-tax  market  value of the  available-for-sale
investment  securities  portfolio.  The  increase  in  the  investment  security
portfolio's  market value reflects the decrease in the level of market  interest
rates at June 30, 2001  compared  to December  31,  2000.  Year-to-date  capital
reductions  totaled $4 thousand  resulting  from the cash payout for  fractional
shares  as a result of the 5% stock  dividend  declared  in May 2001.  The total
risk-based capital ratio for the Company's wholly owned subsidiary, Bank of Lodi
was 11.30% at June 30, 2001 compared to 11.27% at December 31, 2000.  The Bank's
leverage  capital  ratio was 7.77% at June 30, 2001 versus 7.99% at December 31,
2000.  The  capital  ratios  are in  excess  of the  regulatory  minimums  for a
well-capitalized bank.

Changes in Results of Operations - Three and Six Months ended June 30, 2001

Summary of Earnings Performance

                                   ----------------------  ---------------------
                                      Three Months Ended      Six Months Ended
                                           June 30,                June 30,
                                   ----------------------  ---------------------
                                     2001         2000        2001        2000
                                   ----------  ----------  ----------  ---------
Earnings (in thousands)             $  153      $  196       $  408     $  542
Basic earnings per share            $ 0.10      $ 0.12       $ 0.25     $ 0.34
Diluted earnings per share          $ 0.09      $ 0.12       $ 0.25     $ 0.33
Return on average assets              0.30%       0.44%        0.42%      0.61%
Return on average equity              3.74%       5.48%        4.87%      7.69%
Dividend payout ratio                   --          --           --         --
Average equity to average assets      8.13%       7.96%        8.68%      7.92%


The Company  reported net income of $153 thousand ($.09 per share,  diluted) for
the three months ended June 30, 2001, compared to $196 thousand ($.12 per share,
diluted)  for the same period in 2000.  Net income for the six months ended June
30, 2001 was $408 thousand ($.25 per share,  diluted)  compared to $542 thousand
($.33 per

                                      -10-

<PAGE>


share,  diluted). The decrease in net income for the second quarter in 2001 when
compared to the same  period one year ago is due to an increase of $30  thousand
in net interest  income,  a decrease of $65 thousand in the  provision  for loan
losses, an increase of $129 thousand in non-interest income, an increase of $263
thousand in non-interest  expense and a decrease of $4 thousand in the provision
for income tax benefit.  The increase in net income  during the first six months
of 2001 when  compared  to the same  period in 2000 is due to an increase of $73
thousand in net interest  income,  an increase of $90 thousand in the  provision
for loan  losses,  an  increase  of $420  thousand in  non-interest  income,  an
increase of $589 thousand in non-interest expense and a decrease of $52 thousand
in the provision for income tax.

Net Interest Income

<TABLE>
The following tables provides a detailed analysis of the net interest spread and
net interest margin for the periods indicated:
<CAPTION>

                              -------------------------------------------------------------------------------------------
                                                         For the Three Months Ended June 30,
                              -------------------------------------------------------------------------------------------
                                                 2001                                            2000
                              --------------------------------------------    -------------------------------------------
                                Average        Income/           Yield          Average           Income/          Yield
   Dollars In Thousands         Balance        Expense            (1)           Balance          Expense           (1)
                              ------------   -------------    ----------      -----------     ------------    -----------
Earning Assets:
<S>                          <C>            <C>                  <C>         <C>           <C>                    <C>
Investment securities
(1)(2)                       $     45,077   $         542        4.82%       $    34,988     $        557         6.39%

Federal funds sold                 18,089             196        4.35%             3,587               64         7.16%

Loans (2)(3)                      117,868           2,645        9.00%           115,062            2,657         9.26%
                              ------------   -------------    ----------      -----------     ------------    -----------
                             $    181,034   $       3,383        7.50%       $   153,637     $      3,278         8.56%
                              ============   =============    ==========      ===========     ============    ===========
Liabilities:

Non-interest bearing
deposits                     $     24,572   $          --           --       $    19,869     $         --           --

Savings, money market, &
NOW deposits                       90,391             325        1.44%            83,404              332         1.60%

Time deposits                      67,643             904        5.36%            55,538              729         5.26%

Other borrowings                       78               1        5.14%             5,583               94         6.78%
                              ------------   -------------    ----------      -----------     ------------    -----------
Total Liabilities            $    182,684   $       1,230        2.70%       $   164,394     $      1,155         2.82%
                              ============   =============    ==========      ===========     ============    ===========
Net Interest Spread                                              4.79%                                            5.74%
                                                              ==========                                      ===========

                              -------------------------------------------------------------------------------------------
                                 Earning         Income                         Earning         Income
                                 Assets        (Expense)         Yield          Assets         (Expense)         Yield
                              ------------   -------------    ----------      -----------     ------------    -----------
Yield on average             $    181,034   $       3,383        7.50%       $   153,637     $      3,278         8.56%
earning assets

Cost of funding average
earning assets               $    181,034          (1,230)      (2.73)%      $   153,637          ( 1,155)       (3.02)%
                                             -------------    ----------                      ------------    -----------
Net Interest Margin          $    181,034   $       2,153        4.77%       $   153,637     $      2,123         5.54%
                                             =============    ==========                      ============    ===========
<FN>
          (1)  Held for period annualized on actual number of days in period and based on a 365-day year.
          (2)  Income on tax-exempt securities has not been adjusted to a tax equivalent basis.
          (3)  Nonaccrual loans are included in the loan totals for each period;  however,  only collected interest
               on such loans is included in interest income.
</FN>
</TABLE>

                                                           -11-

<PAGE>

<TABLE>
<CAPTION>

                              -------------------------------------------------------------------------------------------
                                                            For the Six Months Ended June 30,
                              -------------------------------------------------------------------------------------------
                                                   2001                                            2000
                              --------------------------------------------    -------------------------------------------
                                 Average        Income/         Yield           Average          Income/          Yield
   Dollars In Thousands          Balance        Expense          (1)            Balance         Expense            (1)
                              ------------   -------------    ----------      -----------     ------------    -----------
<S>                          <C>            <C>                  <C>         <C>             <C>                  <C>
Earning Assets:

Investment securities
(1)(2)                       $     29,355   $         986        6.77%       $    35,547     $      1,147         6.47%
Federal funds sold                 15,569             377        4.88%             3,232              106         6.58%
Loans (2)(3)                     116,371           5,330        9.24%           113,153            5,221         9.25%
                              ------------   -------------    ----------      -----------     ------------    -----------
                             $    161,295   $       6,693        8.37%       $   151,932     $      6,474         8.55%
                              ============   =============    ==========      ===========     ============    ===========
Liabilities:

Non-interest bearing
deposits                     $     23,464   $          --          --        $    19,597     $         --            --

Savings, money market, &
NOW deposits                       88,552             667        1.52%            83,612              667         1.60%

Time deposits                      61,617           1,665        5.45%            53,713            1,349         5.03%

Other borrowings                      140               4        5.76%             5,583              174         6.25%
                              ------------   -------------    ----------      -----------     ------------    -----------
Total Liabilities            $    173,773   $       2,336        2.71%       $   162,505     $      2,190         2.70%
                              ============   =============    ==========      ===========     ============    ===========
Net Interest Spread                                              5.66%                                            5.84%
                                                              ==========                                      ===========

                              -------------------------------------------------------------------------------------------
                                  Earning           Income                        Earning         Income
                                  Assets          (Expense)         Yield         Assets         (Expense)        Yield
                              ------------   -------------    ----------      -----------     ------------    -----------
Yield on average earning     $    161,295   $       6,693        8.37%       $   151,932     $      6,474         8.55%
assets

Cost of funding average
earning assets               $    161,295   $      (2,336)      (2.92)%      $   151,932     $     (2,190)       (2.89)%
                                             -------------    ----------                      ------------    -----------
Net Interest Margin          $    161,295   $       4,357        5.45%       $   151,932     $      4,284         5.66%
                                             =============    ==========                      ============    ===========

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

Interest  income for the second quarter of 2001  increased by $105 thousand,  or
3.2%,  over the same quarter of 2000.  The net interest  margin of 4.77% for the
second  quarter of 2001 decreased from 5.54% for the second quarter of 2000. For
the first six months of 2001,  interest  income  increased by $219 thousand,  or
3.4%,  over the same period one year ago. The net  interest  margin of 5.45% for
the first six months of 2001  decreased from 5.66% over the same period one year
ago. Improvement in interest income was the result of the higher volume of loans
combined with an increase in total earning  assets.  Conversely,  the decline in
the net  interest  margin  resulted  primarily  from the impact of  increases in
deposits  being  invested in  securities  and federal  funds sold during a lower
interest rate  environment


                                      -12-


<PAGE>


that  existed  during the second  quarter  and first half of 2001 as compared to
that which existed during the second quarter and first half of 2000.

Average  loans for the three  months  ended June 30,  2001  increased  by $2,806
thousand,  or 2.4% compared to the prior year quarter.  For the first six months
of 2001, average loans increased $3,218 thousand, or 2.8%, compared to the first
six months of 2001.  This increase has been the result of the Bank's  efforts to
increase total loans.  Average deposits for the three months ended June 30, 2001
increased by $23,795 thousand, or 15.0%, compared to the prior year quarter. The
average rate paid on savings, money market and NOW accounts decreased from 1.60%
in the  second  quarter of 2000 to 1.44% for the  second  quarter  of 2001.  The
average  rate paid on  certificates  of deposits  increased,  from 5.26% for the
second  quarter of 2000 to 5.36% for the same quarter of 2001. For the first six
months of 2001, average deposits increased $16,711 thousand,  or 10.6%, compared
to the first six months of 2001. The average rate paid on savings,  money market
and NOW accounts was 1.52%  compared to 1.60% for 2000. The average rate paid on
certificates of deposit was 5.76% compared to 6.25% for 2000.

Average non-interest bearing deposits have kept pace with the growth in interest
bearing  deposits from a year ago and make up 14% of average total deposits both
for the second quarter and for the first six months of 2001.  This has helped to
keep down the cost of funding  earning assets.  Average  certificates of deposit
for the  second  quarter  and the first  six  months of 2001 were 37% and 36% of
average deposits, respectively,  compared to 35% and 34% for the same periods of
2000.

Provision for Loan Losses

The  provision  for loan losses for the three and six months ended June 30, 2001
was $0 and $190  thousand  compared  with $65 thousand and $100 thousand for the
three  and six  months  ended  June  30,  2000.  The  year-to-date  increase  is
consistent  with the increase in the growth rate of gross loans during the first
six  months  of 2001 as  compared  to the first  six  months  of 2000.  Also see
"Allowance for Loan Losses" contained herein.

Non-interest Income

Non-interest  income for the second  quarter of 2001 increased by $129 thousand,
or 20.5%,  over the same  period  last  year.  For the first six months of 2001,
non-interest income increased $420 thousand, or 32.5%, compared to the first six
months of 2000.

Service  charge  income for the second  quarter  increased by $44  thousand,  or
13.4%,  compared to the same quarter of 2000.  For the first six months of 2001,
service charge income increased $62 thousand, or 9.6%, compared to the first six
months of 2000. The increases are consistent with the growth in average interest
bearing demand deposits and savings accounts combined with strategic initiatives
regarding pricing and improved services which were implemented during the second
half of 2000.

Income from the premiums and fees from SBA and mortgage operations increased $66
thousand, or 48.2%, compared to the prior year second quarter. For the first six
months of 2001, premiums and fees from SBA and mortgage operations increased $93
thousand,  or 28.4%,  compared to the first six months of 2000.  The increase in
income is a result of increases in total  volumes of loans  generated  and sold,
particularly  in the area of mortgage  loans.  The  increase  in  mortgage  loan
activity is attributable to the decline in mortgage  lending interest rates that
has  resulted  in an  increase  in the  origination  of new loans in addition to
increased refinancing activity of existing loans.

Non-interest Expenses

Non-interest  expenses  increased by $263  thousand,  or 10.4%,  compared to the
prior  year  quarter.  For the first six  months of 2001,  non-interest  expense
increased $589 thousand, or 12.1%, compared to the first six months of 2000. The
increase in non-interest  expense results primarily from increases in salary and
benefits,  occupancy  and  equipment  combined  with  decreases  in  consulting,
marketing and problem loan resolution.

For the second  quarter,  salary and employee  benefits  expense  increased $277
thousand,  or  24.8%,  occupancy  expense  increased  $73  thousand,  or  27.9%,
equipment  expense  increased $14 thousand,  or 10.7% while consulting  expenses
decreased $63 thousand, or 74.1%,  marketing expenses decreased $14 thousand, or
12.2%, and problem loan resolution  expenses  decreased $78 thousand,  or 88.6%,
compared to the prior year.

                                      -13-

<PAGE>

Year to date, salary and employee  benefits expense increased $564 thousand,  or
25.2%,  occupancy  expense  increased 93 thousand,  or 20.1%,  equipment expense
increased  $66  thousand,  or 21.3%  while  consulting  expenses  decreased  $83
thousand,  or 50.3%,  marketing expenses  decreased $72 thousand,  or 29.1%, and
problem loan resolution expenses decreased $61 thousand,  or 66.3%,  compared to
the prior year.

Salary and employee  benefits  expense  increased as a result of the addition of
certain staffing positions combined with general merit increases in salaries and
increased  employee  benefit  costs.  The  increase in occupancy  and  equipment
expenses  occurred  primarily  as a result of the  addition  of the  Folsom  SBA
lending office and the  relocation of the branch in Folsom,  combined with other
general  upgrades in equipment  and  technology.  The  consulting  expenses have
related  primarily to matters  engaged and completed  during 2000  regarding the
enhancement  of  noninterest   income,   personnel  and  employee  benefits  and
improvements in technology.  The marketing  expenses relate to increased efforts
during 2000 to expand the Bank's market share through the use of television  and
radio. While the Bank continues an active marketing  campaign,  the frequency of
television  and radio  advertising  was  decreased  during  2001.  Problem  loan
resolution  costs  declined  during  2001 as  compared  to 2000 as a  result  of
specific collection and collateral maintenance requirements incurred during 2000
which were not incurred during 2001.

Liquidity

The  Company's  primary  source of  liquidity is  dividends  from the Bank.  The
Company's  primary uses of liquidity are associated with dividend  payments made
to the shareholders, and operating expenses.

The Bank's  liquidity is managed on a daily basis by maintaining  cash,  federal
funds sold, and short-term investments at levels commensurate with the estimated
requirements  for loan  demand and  fluctuations  in  deposits.  Loan demand and
deposit  fluctuations  are affected by a number of factors,  including  economic
conditions,  seasonality  of the  borrowing and deposit  bases,  and the general
level of  interest  rates.  The  Bank  maintains  three  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 June 30, 2001 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  2000  liquidity
increased  in 2001 as a result of the growth in deposit  portfolio  combined the
sales and maturities of available-for-sale investment securities.

Basis of Presentation

First  Financial  Bancorp is the  holding  company  for Bank of Lodi,  N.A.  and
Western Auxiliary  Corporation.  In the opinion of management,  the accompanying
unaudited consolidated financial statements reflect all adjustments  (consisting
of normal  recurring  accruals and other accruals as explained  above) necessary
for a fair  presentation  of financial  position as of the dates  indicated  and
results of operations for the periods shown. All material  intercompany accounts
and  transactions  have been  eliminated  in  consolidation.  In  preparing  the
financial  statements,  management is required to make estimates and assumptions
that affect the reported amounts. The results for the three and six months ended
June  30,  2001 are not  necessarily  indicative  of the  results  which  may be
expected  for the year ended  December  31,  2001.  The  unaudited  consolidated
financial  statements  presented  herein should be read in conjunction  with the
consolidated  financial  statements and notes included in the 2000 Annual Report
to Shareholders.


                                      -14-

<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 six months ended
June 30, 2001,  there were no material changes in the market risk profile of the
Company or the Bank as described in the Company's 2000 Form 10-K.

PART II -- OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

             Not Applicable.

ITEM 2.      CHANGES IN SECURITIES

             Not Applicable.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

             Not Applicable.

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

             Not Applicable

ITEM 5.      OTHER INFORMATION

             Not Applicable

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

       (a)   Exhibits

       (b)   Reports on Form 8-K

               Form 8-K dated June 27, 2001 announcing Shareholder's Rights Plan


                                      -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




Date: August 13, 2001                           /s/ Allen R. Christenson
                                                ------------------------
                                                Allen R. Christenson
                                                Senior Vice President
                                                Chief Financial Officer





                                      -16-