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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, 2002

                                       OR

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

                        For the transition period from to

                        Commission File Number : 0-12499

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

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

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

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

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

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

                           [ X ] Yes    [  ] No

     As of May 3, 2002  there  were  1,625,419  shares of Common  Stock,  no par
value, outstanding.

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<PAGE>

                             FIRST FINANCIAL BANCORP

                                    FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 2002
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     PART I

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

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations..............................................  7

Item 3.   Quantitative and Qualitative Disclosures about Market Risk......... 12

                                     PART II

Item 1.   Legal Proceedings.................................................. 12

Item 2.   Changes in Securities.............................................. 12

Item 3.   Defaults Upon Senior Securities.................................... 12

Item 4.   Submission of Matters to a Vote of Security Holders ............... 12

Item 5.   Other Information.................................................. 12

Item 6.   Exhibits and Reports on Form 8-K................................... 12

                                       i
<PAGE>

ITEM 1. FINANCIAL STATEMENTS

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (Unaudited)
                       (in thousands except share amounts)
<TABLE>
<CAPTION>
                                                                     March 31,     December 31,
Assets                                                                 2002            2001
                                                                     --------        --------
<S>                                                                  <C>             <C>
Cash and due from banks                                              $ 14,043        $ 13,328
Federal funds sold and securities purchased under resale
    agreements                                                         12,766           6,129
Investment securities available for sale, at fair value                32,657          41,015
Loans held for sale                                                     4,690           3,876
Loans, net of deferred loan fees                                      144,164         138,098
Less allowance for loan losses                                          2,866           2,668
                                                                     --------        --------
  Net loans                                                           141,298         135,430

Premises and equipment, net                                             7,185           7,185
Accrued interest receivable                                             1,022           1,265
Other assets                                                           17,482          17,947
                                                                     --------        --------
    Total Assets                                                     $231,143        $226,175
                                                                     ========        ========


Liabilities and Stockholders' Equity

Liabilities:
    Deposits:
       Noninterest bearing                                           $ 29,540        $ 29,758
       Interest bearing                                               176,506         171,813
                                                                     --------        --------
          Total deposits                                              206,046         201,571

    Accrued interest payable                                              261             307
    Short term borrowings                                                --             4,000
    Other liabilities                                                   1,866           2,434
                                                                     --------        --------
          Total liabilities                                           208,173         208,312
                                                                     --------        --------
 Obligated mandatorily redeemable capital
       securities of subsidiary trust                                   5,000            --
                                                                     --------        --------

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 2002 and 2001, 1,624,419
          and 1,622,300, respectively                                  10,204          10,191
    Retained earnings                                                   7,598           7,317
    Accumulated other comprehensive income                                168             355
                                                                     --------        --------
          Total stockholders' equity                                   17,970          17,863
                                                                     --------        --------
                                                                     $231,143        $226,175
                                                                     ========        ========
</TABLE>
See accompanying notes.

                                       1
<PAGE>


                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                        Consolidated Statements of Income
                                   (Unaudited)
                     (in thousands except per share amounts)
<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31,
                                                                        2002          2001
                                                                       ------        ------
<S>                                                                    <C>           <C>
Interest income:
   Loans, including fees                                               $2,737        $2,685
   Investment securities:
            Taxable                                                       322           373
            Exempt from Federal taxes                                      44            71
   Federal funds sold                                                      46           181
                                                                       ------        ------
            Total interest income                                       3,149         3,310

Interest expense:
   Deposit accounts                                                       994         1,103
   Other borrowings                                                         6             3
                                                                       ------        ------
            Total interest expense                                      1,000         1,106

            Net interest income                                         2,149         2,204

Provision for loan losses                                                 195           190
                                                                       ------        ------
            Net interest income after provision for loan losses         1,954         2,014

Noninterest income:
    Gain on sale of investment securities                                 262          --
    Gain on sale of other real estate                                      22           222
    Gain on sale of loans                                                 229           107
    Service charges                                                       364           333
    Premiums and fees from SBA and mortgage operations                     97           110
    Miscellaneous                                                         251           181
                                                                       ------        ------
            Total noninterest income                                    1,225           953

Noninterest expense:
    Salaries and employee benefits                                      1,479         1,405
    Occupancy                                                             242           221
    Equipment                                                             248           231
    Other                                                                 874           808
                                                                       ------        ------
            Total noninterest expense                                   2,843         2,665
                                                                       ------        ------
            Income before provision for income taxes                      336           302

Provision for income taxes                                                 55            47
                                                                       ------        ------
            Net income                                                 $  281        $  255
                                                                       ======        ======
            Net income per share:
            Basic                                                      $ 0.17        $ 0.16
                                                                       ======        ======
            Diluted                                                    $ 0.17        $ 0.16
                                                                       ======        ======
</TABLE>

See accompanying notes.

                                       2
<PAGE>

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

Three Months Ended March 31, 2002
<TABLE>
<CAPTION>
                                                                                                Accumulated
                                          Common       Common                                      Other
                                          Stock        Stock      Comprehensive     Retained   Comprehensive
            Description                   Shares       Amounts        Income        Earnings   Income(Loss), net     Total
------------------------------------- ------------ ------------ --------------- ------------- -----------------   -----------
<S>                                     <C>          <C>             <C>               <C>                 <C>        <C>
Balance at December 31, 2001            1,622,300    $  10,191                         7,317               355        17,863

Comprehensive income:

   Net income                                                        $     281           281                             281
                                                                    -----------
   Other comprehensive loss:
      Unrealized holding loss
          arising during the current
          period, net of tax benefit
          of $22                                                          (32)
      Reclassification adjustment
          due to gains realized,
          net of tax effect of $107                                      (155)
      Total other comprehensive
          loss, net of tax effect                                   -----------
          of $129                                                        (187)                            (187)         (187)
                                                                    -----------
      Comprehensive income                                            $     94
                                                                    ===========
Options exercised                           2,119           13                                                            13
                                       -----------  -----------                   -----------      ------------    ----------
Balance at March 31, 2002               1,624,419    $  10,204                         7,598               168        17,970
                                       ===========  ===========                   ===========      ============    ==========
</TABLE>

Three Months Ended March 31, 2001
<TABLE>
<CAPTION>
                                                                                                 Accumulated
                                         Common       Common                                        Other
                                          Stock       Stock       Comprehensive    Retained     Comprehensive
            Description                  Shares       Amounts        Income        Earnings         Income            Total
------------------------------------- ------------  ----------- --------------- ------------- -----------------    ------------
<S>                                     <C>          <C>             <C>               <C>                 <C>          <C>
Balance at December 31, 2000            1,526,063     $  9,338                         6,831               285          16,454

Comprehensive income:


   Net income                                                        $     255           255                               255
                                                                    -----------
   Other comprehensive income:
      Unrealized holding gain
          arising during the current
          period, net of tax effect
          of $137                                                          188
      Total other comprehensive
          income, net of                                            -----------
          tax effect of $137                                               188                             188             188
                                                                    -----------
   Comprehensive income                                              $     443
                                                                    ===========
Options exercised                             600            6
                                      ------------   ----------                   -----------      ------------     -----------
Balance at March 31, 2001               1,526,663     $  9,344                         7,086               473          16,903
                                      ============   ==========                   ===========      ============     ===========
</TABLE>

See accompanying notes.

                                       3
<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (in thousands)
                          Three Months Ended March 31,
<TABLE>
<CAPTION>
                                                                                     2002        2001
                                                                                   --------    --------
<S>                                                                                <C>         <C>
Cash flows from operating activities:
Net income                                                                         $    281    $    255
     Adjustments to reconcile net income to net cash
     (used in) provided by operating activities:
          Loans held for sale:
              Increase in loans held for sale                                          (585)       (293)
              Gain on sale of loans                                                    (229)       (107)
          Increase (decrease) in deferred loan income                                    16         (30)
          Depreciation and amortization                                                 432         387
          Provision for loan losses                                                     195         190
          Gain on sale of securities                                                   (262)       --
          Gain on sale of other real estate owned                                       (22)       (222)
          Decrease in accrued interest receivable                                       243         219
          (Decrease) increase in accrued interest payable                               (46)          3
          (Decrease) increase in other liabilities                                     (568)        297
          Increase in cash surrender value of life insurance                           (171)       (142)
          Decrease (increase) in other assets                                           591        (239)
                                                                                   --------    --------
                  Net cash (used in) provided by operating activities                  (125)        318


Cash flows from investing activities:
    Investment securities available-for-sale
       Purchases                                                                     (8,580)     (8,104)
       Proceeds from prepayments                                                      3,681         888
       Proceeds from maturity                                                         3,500       7,000
       Proceeds from sale                                                             9,649        --
    Net (increase) decrease in loans made to customers                               (6,079)        535
    Proceeds from sale of other real estate                                              90         627
    Purchase of cash surrender value life insurance                                    --        (1,500)
    Purchases of bank premises and equipment                                           (272)       (192)
                                                                                   --------    --------
                  Net cash provided by (used in) investing activities                 1,989        (746)


Cash flows from financing activities:
    Net increase in deposits                                                          4,475      11,157
    Proceeds from company obligated mandatorily  redeemable
      securities of subsidiary trust                                                  5,000        --
    Decrease in other borrowings                                                     (4,000)     (4,588)
    Proceeds from issuance of common stock                                               13           6
                                                                                   --------    --------
                  Net cash provided by financing activities                           5,488       6,575

                  Net increase in cash and cash equivalents                           7,352       6,147
Cash and cash equivalents at beginning of period                                     19,457      21,024
                                                                                   --------    --------

Cash and cash equivalents at end of period                                         $ 26,809    $ 27,171
                                                                                   ========    ========

Supplemental Disclosures of Cash Flow Information:
    Cash paid for interest payments                                                $  1,046       1,103
    Cash paid for taxes                                                                 262          10
</TABLE>

See accompanying notes.

                                       4
<PAGE>

                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001
                                   (Unaudited)

(1)  Summary of Significant Accounting Policies

     The  accounting  and  reporting  policies of First  Financial  Bancorp (the
     Company) and its  subsidiaries,  Bank of Lodi,  N.A.,  (the Bank),  Western
     Auxiliary  Corporation  (WAC) and First  Financial (CA)  Statutory  Trust I
     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.

(2)  Weighted Average Shares Outstanding

     Per share  information  is based on  weighted  average  number of shares of
     common  stock  outstanding  during each  three-month  period  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.

     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 ending March 31, 2002 and 2001:
<TABLE>
<CAPTION>
                                                       Income              Shares        Per-Share
         Three months ended March 31, 2002           (numerator)       (denominator)       Amount
         --------------------------------------   ------------------  ------------------ ----------
<S>                                                       <C>                 <C>            <C>
         Basic earnings per share                         $ 281,000           1,623,281      $ .17
         Effect of dilutive securities                            -              46,698          -
                                                  ------------------  ------------------
         Diluted earnings per share                       $ 281,000           1,669,979      $ .17
                                                  ==================  ==================

                                                       Income              Shares        Per-Share
         Three months ended March 31, 2001           (numerator)       (denominator)       Amount
         --------------------------------------   ------------------  ------------------ ----------
         Basic earnings per share                         $ 255,000           1,602,653      $ .16
         Effect of dilutive securities                            -              33,377          -
                                                  ------------------  ------------------
         Diluted earnings per share                       $ 255,000           1,636,030      $ .16
                                                  ==================  ==================
</TABLE>

(3)  Allowance for Loan Losses

                                                      Quarter      Year
                                                       Ended      Ended
(in thousands)                                        3/31/02    12/31/01
                                                      -------    -------
Balance at beginning of period                        $ 2,668      2,499

   Loans charged off                                       (8)      (283)
   Recoveries                                              11         61
   Provisions charged to operations                       195        391
                                                      -------    -------

Balance at end of period                              $ 2,866      2,668
                                                      =======    =======

                                       5
<PAGE>

(4)  Trust Preferred Securities

     On March 26,  2002,  First  Financial  (CA)  Statutory  Trust I (Trust),  a
     Connecticut  statutory  business trust and 100%-owned finance subsidiary of
     First  Financial  Bancorp,  issued $5 million in floating  rate  Cumulative
     Trust  Preferred  Securities  (Securities).  The securities have an initial
     interest rate of 5.59% and mature on March 26, 2032,  but prior  redemption
     is  permitted  under  certain  circumstances,  such  as  changes  in tax or
     regulatory  capital  rules.  The  principal  asset  of the  Trust is a $5.2
     million  floating  rate   subordinated   debenture  of  the  Company.   The
     subordinated  debenture bears an initial interest rate of 5.59% and matures
     March 26, 2032,  subject to prior redemption  under certain  circumstances.
     First Financial Bancorp owns all of the common securities of the Trust.

     The Securities,  the assets of the Trust, and the common  securities issued
     by the Trust are redeemable in whole or in part on or after March 26, 2007,
     or at any time in whole,  but not in part,  from the date of issuance  upon
     the  occurrence of certain  events.  The  Securities are included in Tier 1
     capital for regulatory capital adequacy determination purposes,  subject to
     certain  limitations.  The  obligations  of the Company with respect to the
     issuance of the Securities constitute a full and unconditional guarantee by
     the Company of the Trust's obligation with respect to the Securities.

     Subject to certain  exceptions and limitations,  the Company may, from time
     to time, defer subordinated debenture interest payments, which would result
     in a deferral of distribution  payments on the related Securities and, with
     certain  exceptions,  prevent the  Company  from  declaring  or paying cash
     distributions  on the Company's  common stock or debt  securities that rank
     junior to the subordinated debenture.

(5)  Basis of Presentation

     First  Financial  Bancorp is the holding  company  for Bank of Lodi,  N.A.,
     Western  Auxiliary  Corporation and First Financial (CA) Statutory Trust I.
     In the  opinion of  management,  the  accompanying  unaudited  consolidated
     financial   statements  reflect  all  adjustments   (consisting  of  normal
     recurring  accruals and other accruals as explained  above) necessary for a
     fair  presentation  of  financial  position as of the dates  indicated  and
     results of  operations  for the periods  shown.  All material  intercompany
     accounts  and  transactions  have  been  eliminated  in  consolidation.  In
     preparing  the  financial  statements,   management  is  required  to  make
     estimates and assumptions that affect the reported amounts. The results for
     the three months ended March 31, 2002 are not necessarily indicative of the
     results  which may be expected for the year ended  December  31, 2002.  The
     unaudited consolidated financial statements presented herein should be read
     in  conjunction  with  the  consolidated  financial  statements  and  notes
     included in the 2001 Annual Report to Shareholders.

(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 No. 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 No. 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 No. 142 requires 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  No. 142.  Statement  No. 142 also  requires  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  Statement No. 121,  Accounting
     for the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be
     Disposed Of.

     The Company  adopted the  provisions  of Statement No. 141 in July 2001 and
     adopted  Statement  No. 142 on January 1,  2002.  Goodwill  and  intangible
     assets  acquired in  business  combinations  completed  before July 1, 2001
     continued to be amortized  prior to the adoption of Statement  No. 142. The
     adoption of Statement No. 141 and No. 142 did not have a material impact on
     the  financial  condition  or operating  results of the  Company.  The only
     exception  to  Statement  No.  142  is the  amortization  of  goodwill  and
     intangible  assets  acquired  under the  provisions  of  Statement  No. 72,
     Accounting of Certain Acquisitions of Banking or Thrift  Institutions.  The
     Company will continue to amortize  goodwill and intangible  assets acquired
     in accordance with this statement.

                                       6
<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION

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

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

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

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

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

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 allowances 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 6, as well as other  information  presented  throughout
this report.

                                       7
<PAGE>

Changes in Financial Condition

Consolidated total assets at March 31, 2002 increased $4,968 thousand,  or 2.2%,
from December 31, 2001. During the first quarter,  non-interest bearing deposits
decreased  $218  thousand,  or 0.7% while interest  bearing  deposits  increased
$4,693  thousand,  or 2.7%  resulting in an increase in total deposits of $4,475
thousand,  or 2.2%.  The  increase  in total  deposits  is the direct  result of
management's  desire to  increase  market  share  for  deposits  and to  provide
liquidity to meet the projected  growth in earning  assets for 2002.  During the
first quarter of 2002, the Company experienced an increase of $643 thousand,  or
1.3%, $118 thousand,  or 0.6%, $3,172 thousand,  or 10.0%, and $760 thousand, or
1.1%, in NOW accounts, money market accounts,  savings accounts and certificates
of deposit, respectively.

Total gross loans increased $6,896 thousand,  or 4.8%, from December 31, 2001 to
March 31,  2002.  The net  increase in gross loans is the result of increases of
$4,127 thousand, or 30.1% in construction loans, $1,554 thousand, or 5.2% in SBA
loans,  $898 thousand or 1.7% in real estate loans,  $814 thousand,  or 21.0% in
loans held for sale in the  secondary  market,  and $569  thousand,  or 3.5%, in
agricultural  loans,  combined  with  decreases  of  $690  thousand,  or 3.1% in
commercial loans and $376 thousand, or 10.2% in consumer loans.

Allowance for Loan Losses

The  allowance  for loan  losses  (the  "allowance")  is  established  through a
provision  for possible loan losses  charged to expense.  The allowance at March
31, 2002 was in excess of the December 31, 2001 allowance by $198  thousand,  or
7.4%, as a result of a provision for $195 thousand  combined with net recoveries
of $3  thousand.  Nonperforming  loans  increased  by $602  thousand,  to $3,848
thousand at March 31, 2002. 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, 2002 is adequate to absorb known and reasonably estimated
loan losses. However, there can be no assurances that future economic events may
negatively  impact the Bank's  borrowers,  thereby causing loan losses to exceed
the current allowance.

The  following  tables  depict  activity  in the  allowance  for loan losses and
allocation  of reserves  for and at the three and twelve  months ended March 31,
2002 and December 31, 2001, respectively:

Analysis of the Allowance for Loan Losses

                                               Quarter      Year
                                                Ended      Ended
                                               3/31/02    12/31/01
                                               -------    --------

Balance at beginning of period                 $ 2,668      2,499
Charge-offs:
   Commercial                                     --         (226)
   Real estate                                    --         --
   Consumer                                         (8)       (57)
                                               -------    -------
   Total charge-offs                                (8)      (283)
Recoveries:
   Commercial                                        9         21
   Real estate                                    --         --
   Consumer                                          2         40
                                               -------    -------
   Total recoveries                                 11         61
                                               -------    -------
Net recoveries (charge-offs)                         3       (222)
Provision charged to operations                    195        391
                                               -------    -------
Balance at end of period                       $ 2,866      2,668
                                               =======    =======

Allocation of the Allowance for Loan Losses

                                   3/31/02      3/31/02     12/31/01    12/31/01
Loan Category                       Amount   % of Loans       Amount  % of Loans
-------------                       ------    ---------       ------   ---------
Commercial and other real estate   $ 1,971       85.41%      $ 2,122      87.82%
Real estate construction               820       12.31%          466       9.61%
Installment and other                   75        2.28%           80       2.57%
                                   -------      -------      -------     ------
                                   $ 2,866      100.00%      $ 2,668     100.00%
                                   =======      =======      =======     =======

                                       8
<PAGE>
Investments

Investment  securities  decreased $8,358 thousand,  or 20.4%,  from December 31,
2001 to March 31, 2002. The decrease resulted primarily from sales of investment
securities  totaling $9,649 thousand,  prepayments of mortgage backed securities
totaling $3,681  thousand and maturities of securities  totaling $3,500 thousand
combined with purchases of securities  totaling $8,580 thousand during the first
quarter of 2002. The Company  realized gross gains totaling $262 thousand on the
sale of investment securities during the first quarter of 2002.

Equity

Consolidated  equity increased $107 thousand from December 31, 2001 to March 31,
2002.  Consolidated equity represented 7.77% and 7.90% of consolidated assets at
March 31, 2002 and  December  31,  2001,  respectively.  The  increase in equity
during the first quarter of 2002 resulted from earnings of $281 thousand for the
three months ended March 31, 2002 and a $13 thousand increase resulting from the
exercise of stock  options  combined with a decrease of $187 thousand to reflect
the  after-tax  market  value  decrease  in  the  available-for-sale  investment
securities portfolio. The decrease in the investment security portfolio's market
value  reflects the increase in the level of market  interest rates at March 31,
2002 compared to December 31, 2001.

The total risk-based  capital ratio for the Company's  wholly owned  subsidiary,
Bank of Lodi was 10.93% at March 31, 2002  compared  to 10.24% at  December  31,
2001.  The total  risk-based  capital ratio changed  during the first quarter of
2002 largely as a result of a $2 million capital  contribution  from the holding
company combined with the capital requirements resulting from increases in total
risk-weighted assets.

The funds for the capital contribution by the holding company were provided as a
result of a $5 million floating rate pooled trust preferred  securities offering
which closed March 26, 2002.  Subsequent to the issuance of the trust  preferred
securities the Company  announced a stock repurchase  program  effective through
December 31, 2002 whereby the Company,  as authorized by the Board of Directors,
intends  to  purchase  up to $2  million  of the  Company's  stock in  privately
negotiated transactions or on the open market. The Board allocated $2 million of
the proceeds from the trust preferred securities offering to be used to fund the
stock repurchase program.

Changes in Results of Operations - Three Months ended March 31, 2002

Summary of Earnings Performance

-------------------------------------- ------------------------------------
                                       For the three months ended March 31:
                                       ------------------------------------
                                                2002           2001
                                                ----           ----
Net income (in thousands)                      $ 281          $ 255
-------------------------------------- --------------- --------------
Basic net income per share                     $ .17          $ .16
Diluted net income per share                     .17            .16
Return on average assets                        0.51%          0.55%
Return on average equity                        6.27%          6.26%
-------------------------------------- --------------- --------------
Average equity to average assets                8.07%          8.74%
-------------------------------------- --------------- --------------

Net income for the quarter  increased  $26 thousand,  or 10.2%,  compared to the
first quarter of 2001. Net interest income decreased $55 thousand,  or 2.5% as a
result of a $161  thousand  decrease in  interest  income  combined  with a $106
thousand  decrease in interest  expense.  The provision for loan losses  totaled
$195  thousand  representing  an increase of $5 thousand,  or 2.6%.  Noninterest
income increased $272 thousand,  or 28.5%,  while noninterest  expense increased
$178 thousand, or 6.7%.

During  2001,  the  Company's  Board of Directors  declared a 5% stock  dividend
payable May 22, 2001 to  shareholders of record on May 8, 2001. All earnings per
share  amounts  have been  adjusted  to give  retroactive  effect  for the stock
dividend.


                                       9
<PAGE>
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, 2001                  March 31, 2001
                                                    (in thousands)                    (in thousands)
----------------------------------------------------------------------------------------------------------------

                                           Average      Income/                 Average     Income/
                                           Balance      Expenses    Yield(1)    Balance     Expenses     Yield(1)
                                          ---------    ---------    -----      ---------   ---------     -----
<S>                                       <C>              <C>      <C>     <C>               <C>         <C>
Earning Assets:
Investment securities (2)                 $  30,074          366    4.94%   $   25,318          444       7.11%
Federal funds sold                           10,742           46    1.74%       13,031          181       5.63%
Loans (3)                                   147,718        2,737    7.51%      114,875        2,685       9.48%
                                          ---------    ---------    -----   ----------        -----       -----
                                          $ 188,534        3,149    6.77%   $  153,224        3,310       8.76%
                                          =========    =========    =====   ==========        =====       =====
Liabilities:
Noninterest bearing deposits              $  29,232          --             $   22,344          --         --
Savings, money market, & NOW deposits       102,431          337    1.33%       86,709          342       1.38%
Time deposits                                70,210          657    3.80%       55,518          761       5.56%
Other borrowings                                422            6    5.77%          204            3       5.97%
                                          ---------    ---------    -----   ----------        -----       -----
Total Liabilities                         $ 202,295        1,000    2.00%   $  164,775        1,106       2.72%
                                          =========    =========    =====   ==========        =====       =====
Net Interest Spread                                                 4.77%                                 6.04%
                                                                    =====                                 =====

----------------------------------------------------------------------------------------------------------------
                                           Earning      Income               Earning        Income
                                            Assets     (Expense)    Yield     Assets       (Expense)     Yield
                                          ---------    ---------    -----    --------      ---------     ------
Yield on average earning assets            $188,534        3,149    6.77%   $  153,224        3,310       8.76%
Cost of funding average earning assets     $188,534       (1,000)  (2.15%)  $  153,224       (1,106)     (2.93%)
                                          ---------    ---------    -----   ----------        -----       -----
Net Interest Margin                        $188,534        2,149    4.62%   $  153,224        2,204       5.83%
                                          =========    =========    =====   ==========        =====       =====
----------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Yield for period annualized on actual number of days in period and based on
     a 365-day year.

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

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

Net interest  income for the first quarter of 2002  decreased  $55 thousand,  or
2.5%, over the same quarter of 2001. The decrease 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
$553 thousand  while the decline in interest rates resulted in a decrease in net
interest  income totaling $608 thousand when comparing the first quarter of 2002
to the same period last year.

Average earning assets  increased  $35,310  thousand during the first quarter of
2002 as compared to the first quarter of 2001. Of that  increase,  average loans
increased  $32,843  thousand,  investment  securities  increased $4,756 thousand
while federal funds sold decreased $2,289  thousand.  The increase in the volume
of average  earning  assets  during the first quarter of 2002 as compared to the
first quarter of 2001 resulted in an increase in interest  income  totaling $819
thousand.  However,  interest rates on average earning assets declined 199 basis
points  during 2002 (from  8.76% to 6.77%)  when  compared to the same period in
2001 resulting in a decrease in interest income totaling $980 thousand.

Average liabilities  increased $37,520 thousand during the first quarter of 2002
as compared to the same period last year. Of that increase,  average noninterest
bearing  deposits  increased  $6,888  thousand,  NOW and money  market  accounts
increased   $9,745  thousand,   savings  accounts   increased  $5,977  thousand,
certificates  of  deposit   increased  $14,692  thousand  and  other  borrowings
increased  $218  thousand.  The increase in average  liabilities  resulted in an
increase  in  interest  expense  totaling  $266  thousand.  As a  result  of the
declining interest rates environment,  the cost of interest bearing  liabilities
decreased  72 basis  points  (from 2.72% to 2.00%)  resulting  in a reduction in
interest expense totaling $372 thousand.

Interest income is also affected by nonaccrual loan activity.  Nonaccrual  loans
at March  31,  2002 and  March 31,  2001  totaled  $3,848  thousand  and  $5,631
thousand,   respectively.   Interest   forgone  on   nonaccrual   loans  totaled
approximately  $77 thousand and $153  thousand for the three months ending March
31, 2002 and 2001, respectively.

                                       10
<PAGE>

Provision for Loan Losses

The  provision  for loan  losses for the three  months  ended March 31, 2002 was
$195,000  compared  with  $190,000 for the three months ended March 31, 2001, an
increase of $5,000 or 2.6%. See "Allowance for Loan Losses" contained herein. As
of March 31, 2002 the allowance  for loan losses was $2,866  thousand or 1.9% of
total loans which  compares to the allowance for loan losses of $2,668  thousand
or 1.9% as of December 31, 2001. At March 31, 2002,  nonperforming loans totaled
$3,848 thousand or 2.6% of total loans and the allowance for loan losses totaled
74% of nonperforming  loans. At December 31, 2001,  nonperforming  loans totaled
$3,246 thousand or 2.3% of total loans and the allowance for loan losses totaled
82% of nonperforming  loans. 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 2002 increased  $272  thousand,  or
28.5%,  over the same period last year.  Included  in other  noninterest  income
during  the  first  quarter  of 2002  is $262  thousand  attributable  to  gains
resulting from the sale of securities.  In addition, during the first quarter of
2002, the Company realized gains from the sale of other real estate totaling $22
thousand.  During the first quarter of 2001, the Company  realized gains for the
sale of other real estate totaling $222 thousand.

Income from the sale and  servicing of loans  totaled $326  thousand  during the
first quarter of 2002, which increased by $109 thousand,  or 50.2%,  compared to
the prior year  quarter.  The  increased  income from the sale and  servicing of
loans is primarily the result of increased  refinancing  activity of residential
mortgage loans which resulted from declines in mortgage loan rates combined with
the increased activity of the Company's Small Business Administration (SBA) Loan
department.  The SBA department  expanded its operations and  established a loan
production office in Folsom, California during the first quarter of 2001.

Noninterest Expenses

Noninterest  expenses  increased $178 thousand,  or 6.7%,  compared to the prior
year quarter.  Personnel expense increased $74 thousand, or 5.3%, as a result of
additions to staff during the year  combined  with general  merit  increases for
existing  personnel.  Occupancy expense increased $21 thousand or 9.5% primarily
as a result of the Company's  relocation of its Folsom Branch to a new location.
Equipment expense  increased $17 thousand,  or 7.4%, as a result of depreciation
of new equipment.  Other noninterest  expense  increased $66 thousand,  or 8.2%,
primarily as a result of general  increases in costs  associated with supporting
the Company's continued growth.

Liquidity

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

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, 2002 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  2001  liquidity
increased in 2002 as a result of the issuance of the trust preferred securities,
growth in  deposit  portfolio  and sales and  maturities  of  available-for-sale
investment securities.

                                       11
<PAGE>

Basis of Presentation

First Financial  Bancorp is the holding company for Bank of Lodi, N.A.,  Western
Auxiliary Corporation and First Financial (CA) Statutory Trust I. In the opinion
of management,  the accompanying  unaudited  consolidated  financial  statements
reflect all  adjustments  (consisting  of normal  recurring  accruals  and other
accruals as explained  above)  necessary  for a fair  presentation  of financial
position as of the dates  indicated  and results of  operations  for the periods
shown. All material  intercompany accounts and transactions have been eliminated
in consolidation. In preparing the financial statements,  management is required
to make estimates and assumptions that affect the reported amounts.  The results
for the three months ended March 31, 2002 are not necessarily  indicative of the
results  which  may be  expected  for the year  ended  December  31,  2002.  The
unaudited  consolidated  financial statements presented herein should be read in
conjunction with the consolidated financial statements and notes included in the
2001 Annual Report to Shareholders.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

While there are several  varieties of market risk,  the market risk  material to
the Company and the Bank is interest  rate risk.  Within the context of interest
rate risk,  market  risk is the risk of loss due to  changes in market  interest
rates that have an adverse effect on net interest income,  earnings,  capital or
the fair  value of  financial  instruments.  Exposure  to this type of risk is a
regular part of a financial institution's operations. The fundamental activities
of making  loans,  purchasing  investment  securities,  and  accepting  deposits
inherently  involve  exposure to interest  rate risk.  The Company  monitors the
repricing  differences  between  assets and  liabilities  on a regular basis and
estimates  exposure to net interest income,  net income,  and capital based upon
assumed  changes in the market yield curve. As of and for the three months ended
March 31, 2002, there were no material changes in the market risk profile of the
Company or the Bank as described in the Company's 2001 Form 10-K.

PART II -- OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

              Not Applicable.

ITEM 2.       CHANGES IN SECURITIES

              Not Applicable.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

              Not Applicable.

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

              Not Applicable

ITEM 5.       OTHER INFORMATION

              Not Applicable

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

      (a)     Exhibits

              Exhibit No.       Description

              Not Applicable

      (b)     Reports on Form 8-K

                  Form 8-K dated  March 28,  2002  announcing  completion  of $5
                  million Trust Preferred Security Transaction

                  Form 8-K  dated  April 4,  2002  announcing  Stock  Repurchase
                  Program

                                       12
<PAGE>

                                   SIGNATURES

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

                                               FIRST FINANCIAL BANCORP


Date: May 10, 2002                             /s/ Allen R. Christenson
      ------------                             ------------------------
                                               Allen R. Christenson
                                               Senior Vice President
                                               Chief Financial Officer

                                       13