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

                                  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, 1998

                                       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 June, 1998 there were 1,345,442 shares of Common Stock, no par value,
outstanding.


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


<PAGE>


                             FIRST FINANCIAL BANCORP

                                    FORM 10-Q

                       FOR THE QUARTER ENDED JUNE 30, 1998
                                TABLE OF CONTENTS


                                                                            Page

                                     PART I

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

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

Item 3.    Quantitative and Qualitative Disclosures about Market Risk .....   13



                                     PART II

Item 1.    Legal Proceedings ..............................................   13

Item 2.    Changes in Securities ..........................................   14

Item 3.    Defaults Upon Senior Securities ................................   14

Item 4.    Submission of Matters to a Vote of Security Holders ............   14

Item 5.    Other Information ..............................................   14

Item 6.    Exhibits and Reports on Form 8-K ...............................   14


                                       i

<PAGE>


ITEM 1. FINANCIAL STATEMENTS
<TABLE>
                                      FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                             Consolidated Balance Sheets
                                         (in thousands except share amounts)
<CAPTION>
                                                                                      June 30              Dec. 31
Assets                                                                                  1998                1997
------                                                                                  ----                ----
<S>                                                                           <C>                  <C>             
Cash and due from banks                                                       $          8,167     $          7,183
Federal funds sold                                                                       3,500                4,900

Investment Securities:
     Held-to-maturity securities at amortized cost, market value of
         $1,759 and $1,785 at June 30, 1998 and Dec. 31, 1997,
         respectively                                                                    1,705                1,716
     Available-for-sale securities, at fair value                                       54,800               60,201
                                                                              ----------------     ----------------

     Total investments                                                                  56,505               61,917


Loans                                                                                   69,823               63,541
Less allowance for loan losses (Note 3)                                                  1,358                1,313
                                                                              ----------------     ----------------

  Net loans                                                                             68,465               62,228

Bank premises and equipment, net                                                         7,089                7,233
Accrued interest receivable                                                              1,454                1,473
Other assets (Note 4)                                                                    6,877                2,916
                                                                              ----------------     ----------------

                                                                              $        152,057     $        147,850
                                                                              ================     ================



Liabilities and Stockholders' Equity

Liabilities:
    Deposits
       Noninterest bearing                                                    $         15,674     $         14,928
       Interest bearing                                                                122,538              118,963
                                                                              ----------------     ----------------

          Total deposits                                                               138,212              133,891


    Accrued interest payable                                                               398                  429
    Other liabilities (Note 5)                                                             246                  669
                                                                             -----------------     ----------------

          Total liabilities                                                            138,856              134,989


Stockholders' equity:
    Commonstock - no par value; authorized 9,000,000 shares, issued and
          outstanding in 1998 and 1997, 1,345,442
          and 1,332,842 shares                                                           7,559                7,455
    Retained earnings                                                                    5,466                5,188
     Accumulated other comprehensive income (Note 1)                                       176                  218
                                                                              ----------------     ----------------

          Total stockholders' equity                                                    13,201               12,861
                                                                              ----------------     ----------------

                                                                              $        152,057     $        147,850
                                                                              ================     ================
</TABLE>

                                                          1

<PAGE>

<TABLE>
                                        FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                           Consolidated Statements of Income
                                         (in thousands except per share amounts)
<CAPTION>
                                                                Three months ended June 30          Six months ended June 30
                                                                 1998              1997               1998           1997
                                                                 ----              ----               ----           ----
                                                              (Dollar amounts in  thousands,       (Dollar amounts in thousands,

                                                                 except per share amounts)           except per share amounts)
<S>                                                            <C>           <C>                 <C>           <C>
Interest income:
   Loans, including fees                                       $     1,776   $     1,504         $     3,462   $     3,328
   Investment securities:
            Taxable                                                    825           900               1,725         1,499
            Exempt from Federal taxes                                   53            77                 117           146
   Federal funds sold                                                   85            67                 184           202
                                                               -----------   -----------         -----------   -----------

            Total interest income                                    2,739         2,548               5,488         5,175

Interest expense:
   Deposit accounts                                                  1,061           960               2,026         1,785

            Total interest expense                                   1,061           960               2,026         1,785
                                                               -----------   -----------         -----------   -----------

            Net interest income                                      1,678         1,588               3,462         3,390

Provision for loan losses                                               30            20                  60          (60)
                                                               -----------   -----------         -----------   -----------

            Net interest income after provision for loan             1,648         1,568               3,402         3,450
                 losses

Noninterest income:
    Service charges                                                    228           212                 444           382
    Premiums and fees from SBA and mortgage operations                 150           170                 344           285
    Miscellaneous (Note 4)                                              61            17                  67            27
                                                               -----------   -----------         -----------   -----------

            Total noninterest income                                   439           399                 855           694

Noninterest expense:
    Salaries and employee benefits                                     821           788               1,724         1,533
    Occupancy                                                          159           143                 312           266
    Equipment                                                          136           119                 271           212
    Other                                                              736           636               1,378         1,312
                                                               -----------   -----------         -----------   -----------

            Total noninterest expense                                1,851         1,686               3,685         3,323
                                                               -----------   -----------         -----------   -----------

            Income before provision for income taxes                   236           281                 572           821

Provision for income taxes                                              55            75                 161           275
                                                               -----------   -----------         -----------   -----------

            Net income                                         $       181   $       206         $       411   $       546
            Unrealized (loss) gain on available for sale
                 securities, net of tax                                (15)          183                 (42)          (25)
                                                               -----------   -----------         -----------   -----------
            Total comprehensive income                         $       166   $       391         $       369   $       521
                                                               ===========   ===========         ===========   ===========
Net income per share:
            Basic   (Note 2)                                   $      0.14   $      0.16         $      0.31   $      0.42
                                                               ===========   ===========         ===========   ===========
            Diluted (Note 2)                                   $      0.13   $      0.15         $      0.30   $      0.40
                                                               ===========   ===========         ===========   ===========

</TABLE>
                                                             2


<PAGE>

<TABLE>
                                     FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                                       Consolidated Statements of Cash Flows
                                                  (in thousands)
                                             Six Months Ended June 30
<CAPTION>

                                                                                           1998              1997
                                                                                           ----              ----
<S>                                                                                <C>               <C>
Cash flows from operating activities:
Net income                                                                         $        411      $        546
     Adjustments  to  reconcile  net income to net cash  provided  by  operating
     activities:
          Decrease (increase) in loans held for sale                                        722              (630)
          Increase in deferred loan income                                                   19                67
          Provision for other real estate owned losses                                       16                50
          Depreciation and amortization                                                     528               520
          Provision for loan losses                                                          60               (60)
          Provision for deferred taxes                                                      (37)              (58)
          Decrease (increase) in accrued interest receivable                                 19              (598)
          (Decrease) Increase in accrued interest payable                                   (31)              122
          Decrease in other liabilities                                                    (423)             (202)
          Increase in Cash Surrender Value Life Insurance                                   (55)               -
          Decrease in other assets                                                           35               264
                                                                                   ------------      ------------
                  Net cash provided by operating activities                               1,264                21


Cash flows from investing activities:
    Proceeds from maturity of held-to-maturity securities                                    10                -
    Proceeds from maturity of available-for-sale securities                               9,329             7,860
    Proceeds from sale of available-for-sale securities                                    -               22,000
    Purchase of available-for-sale securities                                            (4,000)          (51,210)
    Increase in loans made to customers                                                  (7,038)           (3,478)
    Proceeds from the sale of other real estate                                              40                -
    Purchases of bank premises and equipment                                               (187)           (3,014)
    Purchase of cash surrender value life insurance                                      (4,125)               -
                                                                                   ------------      ------------
                  Net cash used in investing activities                                  (5,971)          (27,842)


Cash flows from financing activities:
    Net increase in deposits                                                              4,321            31,464
    Dividends paid                                                                         (134)             (132)
    Proceeds from issuance of common stock                                                  104               104
                                                                                   ------------      ------------
                  Net cash provided by financing activities                               4,291            31,436
                  Net (decrease) increase in cash and cash
                  equivalents                                                              (416)            3,615
                                                                                   ------------      ------------

Cash and cash equivalents at beginning of period                                         12,083             5,848
                                                                                   ------------      ------------

Cash and cash equivalents at end of period                                         $     11,667      $      9,463
                                                                                   ============      ============
</TABLE>

                                                        3

<PAGE>


                    FIRST FINANCIAL BANCORP AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                       June 30, 1998 and December 31, 1997

(1) Summary of Significant Accounting Policies

The accounting and reporting  policies of First Financial  Bancorp (the Company)
and its  subsidiaries,  Bank of Lodi,  N.A.,  (the Bank) and  Western  Auxiliary
Corporation  (WAC) conform with  generally  accepted  accounting  principles and
prevailing practices within the banking industry.  In preparing the consolidated
financial  statements,  Management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the date of the
balance  sheet and revenue and expense  for the  period.  Actual  results  could
differ  from those  estimates  applied in the  preparation  of the  consolidated
financial  statements.  The  following  is a  description  of a  new  accounting
standard adopted during the current period.


(a) Reporting Comprehensive Income

In June 1997, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial Accounting Standard (SFAS) No. 130, Reporting Comprehensive Income.
SFAS No. 130 is  effective  for  interim  and  annual  periods  beginning  after
December 15, 1997 and is to be applied  retroactively to all periods  presented.
SFAS No. 130  establishes  standards for reporting and display of  comprehensive
income and its components in a full set of general purpose financial statements.
It does not,  however,  specify when to  recognize or how to measure  items that
make up comprehensive  income.  SFAS No. 130 was issued to address concerns over
the practice of reporting  elements of comprehensive  income directly in equity.
This  statement  requires  all items that are  required to be  recognized  under
accounting  standards as  components  of  comprehensive  income be reported in a
financial  statement  that is  displayed  in equal  prominence  with  the  other
financial  statements.  It does not require a specific format for that financial
statement but requires that an enterprise  display an amount  representing total
comprehensive income for the period in that financial statement. Enterprises are
required to classify  items of "other  comprehensive  income" by their nature in
the financial  statement and display the balance of other  comprehensive  income
separately in the equity section of a statement of financial position.


                                       4


<PAGE>

<TABLE>
(2) Weighted Average Shares Outstanding

    Basic and diluted earnings per share for the three and six months ended June
    30, 1998 and 1997 were computed as follows:
<CAPTION>
                                                    Income              Shares        Per-Share
     Three months ended June 30, 1998             (numerator)       (denominator)       Amount
     ----------------------------------------- ------------------ ------------------- ----------
<S>                                                <C>                     <C>          <C>    
     Basic earnings per share                      $     181,000           1,338,186    $   .14
     Effect of dilutive securities                             -              87,291          -
                                               ------------------ -------------------
     Diluted earnings per share                    $     181,000           1,425,477    $   .13
                                               ================== ===================


                                                    Income              Shares        Per-Share
     Six months ended June 30, 1998               (numerator)       (denominator)       Amount
     ----------------------------------------- ------------------ ------------------- ----------
     Basic earnings per share                      $     411,000           1,335,514    $   .31
     Effect of dilutive securities                             -              87,900          -
                                               ------------------ -------------------
     Diluted earnings per share                    $     411,000           1,423,414    $   .30
                                               ================== ===================


                                                    Income              Shares        Per-Share
     Three months ended June 30, 1997             (numerator)       (denominator)       Amount
     ----------------------------------------- ------------------ ------------------- ----------
     Basic earnings per share                      $     206,000           1,320,621    $   .16
     Effect of dilutive securities                             -              57,483          -
                                               ------------------ -------------------
     Diluted earnings per share                    $     206,000           1,378,104    $   .15
                                               ================== ===================


                                                    Income              Shares        Per-Share
     Six months ended June 30, 1997               (numerator)       (denominator)       Amount
     ----------------------------------------- ------------------ ------------------- ----------
     Basic earnings per share                      $     546,000           1,315,443    $   .42
     Effect of dilutive securities                             -              60,886          -
                                               ------------------ -------------------
     Diluted earnings per share                    $     546,000           1,376,329    $   .40
                                               ================== ===================
</TABLE>

(3) Allowance for Loan Losses
                                                    6/30/98          12/31/97
                                                    -------          --------
     Balance at beginning of period             $ 1,313,000          1,207,000

        Loans charged off                           (58,000)          (290,000)
        Recoveries                                   43,000            456,000
        Provisions charged to operations             60,000            (60,000)
                                                -----------          ---------

     Balance at end of period                   $ 1,358,000          1,313,000
                                                ===========          =========


(4) Other Assets

    Other  assets  include  the  cash  surrender  value  of  life  insurance  of
    $4,178,000  at June 30, 1998.  The cash  surrender  value of life  insurance
    consists  primarily of the Bank's  contractual  rights under  single-premium
    life  insurance  policies  written on the lives of certain  officers and the
    directors of the Company and the Bank.  The policies were purchased in order
    to indirectly offset  anticipated costs of certain benefits payable upon the
    retirement,  and the  death or  disability  of the  directors  and  officers
    pursuant to supplemental  compensation agreements.  The cash surrender value
    accumulates  tax-free  based  upon each  policy's  crediting  rate  which is
    adjusted by the insurance company on an annual basis.


                                       5


<PAGE>


(5) Supplemental Compensation Agreements

    Effective  as  of  April  3,  1998  the  Bank   entered  into   nonqualified
    supplemental  compensation  agreements with all of the directors and certain
    executive  officers for the  provision of differing  death,  disability  and
    post-employment/retirement  benefits. The agreements with directors includes
    elective provisions for service as a director emeritus following termination
    of service  as a member of the Board of  Directors.  Directors  who elect to
    serve as a director  emeritus receive certain benefits during such period of
    service in addition to benefits  applicable to all directors  which commence
    upon expiration of the three year emeritus period.  The Bank will accrue for
    the  compensation  based on  anticipated  years of service  and the  vesting
    schedule  provided in the  agreements.  The director  agreements are defined
    benefit  agreements  under which each director will receive $7,500  annually
    from retirement  until death. The executive  officer  agreements are defined
    contribution  agreements  whereby the benefit  accruals under the agreements
    are the amount by which, if any, the increase in cash surrender value of the
    related insurance policies exceeds a predetermined  profitability  index. At
    June 30,  1998,  accrued  compensation  under both the  director and officer
    agreements was $4,000.

(6) Western Auxiliary Corporation

    On June 9, 1998 the Company incorporated Western Auxiliary Corporation (WAC)
    as a California  corporation.  The Company  expects to capitalize WAC as its
    wholly-owned  subsidiary during the quarter ended September 30, 1998 with an
    initial  capitalization  of  $10,000.  WAC will earn fee income by acting as
    trustee on the Bank's real estate trust deed  transactions  and will receive
    the necessary operational resources under an intercompany services agreement
    between WAC, the Company, and the Bank.

(7) Prospective Accounting Pronouncements

    Accounting for Derivative Instruments and Hedging Activity

    In June 1998,  the FASB  issued  SFAS No.  133,  Accounting  for  Derivative
    Instruments and Hedging Activities.  SFAS No. 133 establishes accounting and
    reporting standards for derivative instruments, including certain derivative
    instruments  embedded in other  contracts,  and for hedging  activities.  It
    requires  recognition of all  derivatives as either assets or liabilities on
    the balance sheet and  measurement of those  instruments  at fair value.  If
    certain  conditions are met, a derivative may be designated  specifically as
    (a) a hedge of the  exposure  to changes  in the fair value of a  recognized
    asset or liability or an  unrecognized  firm commitment (a fair value hedge)
    or (b) a hedge of the  exposure  to  variable  cash  flows  of a  forecasted
    transaction  (a cash flow hedge).  SFAS No. 133 is effective  for all fiscal
    quarters of fiscal years  beginning after June 15, 1999. The Company expects
    to adopt the Statement beginning October 1, 1998. Management does not expect
    that  adoption of SFAS No. 133 will have a material  impact on the Company's
    consolidated financial statements.

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

    In March 1998, the American Society of Certified Public Accountants  (AICPA)
    issued  Statement  of  Position  (SOP)  98-1,  Accounting  for the  Costs of
    Computer Software  Developed or Obtained for Internal Use. SOP 98-1 provides
    guidance on  accounting  for the costs of  computer  software  developed  or
    obtained  for internal  use. It specifies  that  computer  software  meeting
    certain  characteristics  be  designated as  internal-use  software and sets
    forth criteria for  expensing,  capitalizing,  and amortizing  certain costs
    related to the development or acquisition of internal-use software. SOP 98-1
    is effective for fiscal years beginning after December 15, 1998. The Company
    expects to adopt the Statement  beginning  January 1, 1999.  Management does
    not expect  that  adoption  of SOP 98-1 will have a  material  impact on the
    Company's consolidated financial statements.

    Reporting on the Costs of Start-Up Activities

    In April 1998, the AICPA issued SOP 98-5, Reporting on the Costs of Start-Up
    Activities. SOP 98-5 provides guidance on the financial reporting of star-up
    costs and organization  costs. It requires costs of start-up  activities and
    organization  costs to be expensed as incurred.  SOP 98-5 is  effective  for
    fiscal years beginning after December 15, 1998. The Company expects to adopt
    the Statement  beginning  January 1, 1999.  Management  does not expect that
    adoption  of  SOP  98-5  will  have  a  material  impact  on  the  Company's
    consolidated financial statements.


                                       6


<PAGE>


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

Certain statements in this quarterly report on Form 10-Q include forward-looking
information  within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and
are   subject  to  the  "safe   harbor"   created  by  those   sections.   These
forward-looking  statements  involve certain risks and uncertainties  that could
cause  actual  results to differ  materially  from those in the  forward-looking
statements.  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.

Changes in Financial Condition

Consolidated  total  assets  at June  30,  1998  were  $4.2  million  above  the
comparable  level at  December  31,  1997.  The 3%  increase  in assets  was due
primarily to an increase in deposits of $4.3 million, or 3%. Noninterest bearing
deposits grew by 5%. Growth of 3% in interest bearing deposits  occurred in core
NOW account deposits and certificates of deposit.  The company  experienced a 1%
increase in deposits  during the first  quarter that ran contrary to  historical
trends which  reflect a seasonal  decline in deposits  during the first  quarter
that is  typically  associated  with the local  agricultural  industry.  Deposit
growth  in the  second  quarter  increased  over  the  first  quarter.  Although
management  cannot  determine with certainty why a seasonal  decline in deposits
has not occurred, the unseasonably wet weather during the first quarter impacted
local agriculture and may have impacted deposit flows. Nothwithstanding seasonal
trends,  monthly  deposit  account  growth has ranged between 5% and 12% through
June 30, 1998 and has impacted deposit growth favorably.

The loan portfolio increased by 10%, or $6.3 million,  from December 31, 1997 to
June 30, 1998. The increase reflects the success of officer calling  disciplines
within the Bank's business  development program as well as economic  improvement
in the Bank's market area.  The real estate,  construction,  SBA and  commercial
loan portfolios increased by 16%, 8%, 6%, and 4% respectively. From a geographic
perspective,  the fastest loan  portfolio  growth has occurred in the markets of
Galt,  Plymouth,  and San  Andreas,  California  that the Bank began to serve in
February,  1997 after acquiring the local branches from Wells Fargo Bank.  Since
December 31, 1997, the loan portfolios of these branches has increased by 44%.


The  allowance for loan losses at June 30, 1998 is in excess of the December 31,
1997 allowance by $45 thousand,  or 3%.  Nonperforming  loans  increased by $308
thousand,  to $713  thousand  from  December 31, 1997 to June 30, 1998,  and the
allowance for loan losses to nonperforming loan coverage ratio decreased to 1.90
times from 3.24 times.  The increase in  nonperforming  loans was related to one
borrowing  relationship  that has been brought  current  subsequent  to June 30,
1998. This borrowing  relationship  also impacted the delinquency  ratio.  Total
portfolio  delinquency at June 30, 1998 was 1.23%, compared to 1.09% at December
31, 1997.  Management  believes  that the  allowance for loan losses at June 30,
1998 is adequate. The following tables depict activity in the allowance for loan
losses and  allocation  of reserves  for and at the six and twelve  months ended
June 30, 1998 and December 31, 1997, respectively:


                                        7

<PAGE>
<TABLE>

Analysis of the Allowance for Loan Losses
<CAPTION>

                                                                       6/30/98           12/31/97
                                                                       -------           --------
<S>                                                                  <C>                    <C>  
Balance at beginning of period                                       $   1,313              1,207
Charge-offs:
   Commercial                                                               18                249
   Real estate                                                              25                 --
   Consumer                                                                 15                 41
                                                                     ---------           --------
   Total charge-offs                                                        58                290
Recoveries:
   Commercial                                                               30                434
   Real estate                                                              --                 --
   Consumer                                                                 13                 22
                                                                     ---------           --------
   Total recoveries                                                         43                456
                                                                     ---------           --------
Net charge-offs                                                             15              (166)
(reductions)/additions (credited to)/charged to operations                  60               (60)
                                                                     ---------           --------
Balance at end of period                                             $   1,358              1,313
                                                                     =========           ========
</TABLE>

Allocation of the Allowance for Loan Losses

                                 6/30/98     6/30/98      12/31/97    12/31/97
           Loan Category          Amount    % of Loans      Amount   % of Loans
           -------------          ------    ----------      ------   ----------
Commercial                     $     269      66.67%           309      60.95%
Real Estate                          119      29.70%           192      37.87%
Consumer                              20       3.63%             6       1.18%
Unallocated                          950         N/A           806         N/A
                               ---------     -------       -------     -------
                               $   1,358     100.00%         1,313     100.00%
                               =========     =======       =======     =======

Other Assets

Other assets  increased by $4 million,  or 136%,  from December 31, 1997 to June
30,  1998.  During the second  quarter of 1998,  the Bank's  Board of  Directors
authorized the execution of supplemental  compensation  agreements for directors
and certain  executive  officers.  Similar  programs  have been  endorsed by the
California  Bankers  Association and the American  Bankers  Association and have
been implemented at financial institutions  throughout California and the United
States.  The  nature  of these  programs  enable  the  Bank to fund the  related
financial  obligations in a  cost-effective  manner through  investments in life
insurance.  Accordingly,  the Bank invested $4.2 million in single-premium  life
insurance  contracts  written on the lives of the directors  and  officers.  The
contracts  provide for a cash  surrender  value to the Bank that  increases each
year based upon a crediting rate that is adjusted annually. The increase in cash
surrender  value is recognized on a tax-free  basis because the Bank's intent is
to  carry  the  policies  until  the  death  of  the  insured  individuals.  The
tax-equivalent  yield on the insurance  investment  provides for an  incremental
return over alternative  investment securities that both improves  profitability
and ultimately provides the funds necessary to settle the financial  obligations
under  the  supplemental   compensation   agreements.   Under  the  supplemental
compensation  agreements for certain  executive  officers,  benefits are accrued
annually  only after a  pre-determined  profitability  target for the  insurance
investment  is met.  Under the director  agreements,  each director will receive
$7,500 annually from retirement until death.

Investment Securities

The growth in the loan  portfolio  and other assets was funded by  maturities of
investment  securities  in  addition  to the  deposit  growth  discussed  above.
Investment securities declined by $5.4 million, or 9%, from December 31, 1997 to
June 30, 1998. The decline represents approximate maturities of $9.3 million net
of  investment  purchases  of $4.0  million.  Some of the  maturities  represent
callable agency securities that were called by the issuer. At June 30, 1998, the
bank held  approximately  $18.5 million in callable  agency  securities  with an
average maturity,  months to first call, and average yield of 8 years, 8 months,
and 6.98%, respectively.

                                       8

<PAGE>


Equity

Consolidated  equity  increased by $340  thousand from December 31, 1997 to June
30, 1998.  Consolidated  equity represented 8.7% of consolidated  assets at June
30, 1998 and  December 31, 1997.  Stock option  exercises  during the six months
ended June 30, 1998 increased  equity by $104  thousand.  The increase in equity
from  earnings of $411  thousand for the six months ended June 30, 1998 exceeded
reductions from dividend  payments of $134 thousand and a reduction to equity of
$42   thousand  to  reflect  the   after-tax   market   value   decline  of  the
available-for-sale  portion of the investment securities portfolio.  The decline
in the investment security  portfolio's market value reflects the impact of both
changing   interest   rates  and  the   underlying   cash   flow  and   maturity
characteristics  of the  investment  portfolio  at June  30,  1998  compared  to
December 31, 1997. The total  risk-based  capital ratio for the Company's wholly
owned subsidiary, Bank of Lodi was 12.92% at June 30, 1998 compared to 12.95% at
December 31, 1997. The Bank's leverage  capital ratio was 7.21% at June 30, 1998
versus  7.11% at December  31,  1997.  The  capital  ratios are in excess of the
regulatory minimums for a well-capitalized bank.
<TABLE>
Changes in Results of Operation - Three Months ended June 30, 1998
<CAPTION>
Summary of Earnings Performance

----------------------------------------------------- --------------------------------------------------

                                                             For the three months ended June 30:
                                                      --------------------------------------------------

                                                                          1998                     1997
                                                                          ----                     ----
<S>                                                                     <C>                         <C>
Earnings (in thousands)                                                 $  181                      206

 ---------------------------------------------------- ------------------------- ------------------------

Basic earnings per share                                                $  .14                      .16

Diluted earnings per share                                                 .13                      .15

Return on average assets                                                  0.48%                    0.60%

Return on average equity                                                  5.50%                    6.70%

Dividend payout ratio                                                    38.46%                   33.33%

 ---------------------------------------------------- ------------------------- ------------------------

"Cash" earnings (in thousands) (1)                                      $  235                      276

Diluted "cash" earnings per share                                          .16                      .20

"Cash" return on average assets                                           0.62%                     .80%

"Cash" return on average equity                                           7.20%                    9.00%
----------------------------------------------------- ------------------------- ------------------------

Operating "cash" earnings (in thousands) (2)                            $  301                      276

Diluted operating "cash" earnings per share                                .21                      .20

Operating "cash" return on average assets                                 0.80%                    0.80%

Operating "cash" return on average equity                                 9.10%                    9.10%
----------------------------------------------------- ------------------------- ------------------------
Average equity to average assets                                          8.73%                    8.96%
----------------------------------------------------- ------------------------- ------------------------
<FN>
(1)  "Cash" earnings represent earnings based upon generally accepted accounting
     principles  plus  the  after-tax,   non-cash  effect  on  earnings  of  the
     amortization of intangible assets.  Following the 1997 acquisition of three
     branches from Wells Fargo Bank, the "cash" earnings,  return on assets, and
     return on equity are the most  comparable to prior year  numbers.  They are
     also the more relevant  performance  measures for shareholders because they
     measure the Company's ability to support growth and pay dividends.
(2)  Operating  "Cash" earnings is computed by excluding the after-tax impact of
     significant elements of revenue or costs that obscure the operating results
     of core  operations.  Adjustments  for the second quarter of 1998 have been
     made to exclude from net income the preliminary costs of a strategic growth
     initiative for which the company ceased further pursuit in May, 1998.
</FN>
</TABLE>

Operating  "Cash"  earnings for the quarter  increased  by 9.1%  compared to the
prior year  quarter.  Net  interest  income  increased  by 6%, or $90  thousand.
Noninterest income increased by 10%, or $40 thousand, while noninterest expenses
increased by 3%, or $51 thousand, before the costs associated with the strategic
growth initiative  discussed in footnote two of the above table.  Based upon the
earnings  for the three  months  ended June 30,  1998,  the  Company's  board of
directors  declared a cash dividend of $.05 per share payable August 28, 1998 to
shareholders of record on August 14, 1998.


                                       9

<PAGE>

Net Interest Income

Net interest income increased by $90 thousand, or 6%, relative to the comparable
prior year  quarter.  Net  interest  margin  decreased  to 5.17% for the quarter
compared to 5.24% in the prior year quarter.  Interest income  increased by $191
thousand,  or 7%, while interest expense increased by $101 thousand, or 11%. The
yield on average  earning  assets for the three  months  ended June 30, 1998 was
8.44%  compared  to 8.40% in the prior year  period.  The  increase  in interest
income was the result of growth in average earning assets and an improved mix of
average earning assets. The yield on average deposits for the three months ended
June 30, 1998 was 3.10% compared to 3.09% in the prior year period. The increase
in interest  expense  reflects growth in average  deposits,  although  favorable
changes  in the mix of  deposits  offset a  portion  of the  gross  increase  in
interest expense related to the increase in deposits.

Average  earning  assets for the three months  ended June 30, 1998  increased by
$8.2 million, or 6.7%, compared to the prior year quarter.  Earning asset growth
would  have  been  $12.4  million,  or 10.2%,  without  the  investment  in life
insurance contracts discussed above under Changes in Financial  Condition--Other
Assets.  Although  the  insurance  contracts  have a cash  surrender  value that
increases based upon an annual earnings rate, the contracts are accounted for as
other assets,  and the earnings are recorded as a component of other noninterest
income.

Loan yields were stable,  while average  loans  increased by $10.2  million,  or
17.9%, over the prior year. The increase in average loans outstanding  increased
loans as a percentage of earning assets to 52% compared to 47% in the prior year
quarter.  The  increased  mix of loans in  earning  assets  offset the effect of
declines  in  investment  portfolio  yields.  The  growth  in  average  loans is
attributed to persistent business  development efforts on the part of the Bank's
officers and  employees in both  existing and  new-branch  markets and favorable
economic  conditions  that  have  stimulated  mortgage  demand  and real  estate
activity.

Average  deposits for the three  months  ended June 30, 1998  increased by $12.4
million,  or 9.9%,  compared  to the prior  year  quarter.  The mix of  deposits
shifted  away  from  higher  cost  certificates  of  deposit  to lower  yielding
noninterest  bearing and  interest  bearing  demand  deposit  accounts.  Average
certificates  of deposit  were 33% of average  deposits  compared  to 34% in the
prior year quarter.  The impact of the changed  deposit mix offset $109 thousand
of the gross  increase in interest  expense that  resulted  from the increase in
deposits.  In addition,  reductions  in the interest  rates paid on  transaction
accounts offset an additional $15 thousand in interest expense.

Provision for Loan Losses

The  provision for loan losses  increased by $10 thousand  compared to the prior
year  quarter.  General  increases  in the  provision  for loan losses have been
partially  offset by  improvements  in the credit quality of the loan portfolio.
The  allowance  for loan losses is  discussed  above under  Changes in Financial
Condition.

Noninterest Income

Noninterest  income  increased  by $40  thousand,  or 10%,  over the prior  year
quarter.  Increased  service  charge income  combined with income related to new
investment in insurance  contracts  offset a decline in income from the sale and
servicing of loans. Service charge income increased by $16 thousand, or 8%, as a
result of  increases  in  deposit  accounts.  Other  noninterest  income was $61
thousand  compared  to $17  thousand  in the prior year due to $55  thousand  in
income from the investment in insurance  contracts discussed above under Changes
in Financial Condition--Other Assets.

Income from the sale and servicing of loans  declined by $20  thousand,  or 12%,
compared to the prior year  quarter.  The decline  resulted  from a  significant
decline in the volume of SBA loan sales.  SBA loan sales  income for the quarter
was $4 thousand compared to $103 thousand in the prior year. The decline appears
to be a matter of timing as opposed to a real decline in volume. The pipeline of
SBA loans in process is  currently  larger than in the prior year,  and SBA loan
sales  volume for the third and fourth  quarter is expected to be  significantly
higher than the second quarter. Income from the origination and sale of mortgage
loans  increased by $60  thousand,  or 100%,  over the prior year  quarter.  The
increased mortgage income is attributable to declining interest rates, improving
economic  conditions,  and  business  development  efforts in the  mortgage  and
construction lending area.

Noninterest Expenses

Noninterest  expenses increased by $165 thousand,  or 10%, compared to the prior
year  quarter.  Approximately  $114 thousand of the increase  represented  costs
associated  with a strategic  growth  initiative  that was  discontinued  by the
Company in May, 1998.  Excluding those costs,  noninterest expenses increased by
3%. Salaries and benefit expenses increased by $33 thousand, or 4%. A portion of
the increase is related to a new loan  production  office in Folsom,  California
that was opened earlier in 1998.  Staffing was also increased by three full-time
equivalents  in  the  mortgage  department  as  a  result  of  the

                                       10

<PAGE>

increase in origination volume.  Occupancy expense increased by $16 thousand, or
11%.  The increase in occupancy  expenses is  principally  the result of the new
loan production office in Folsom, California.  These costs were partially offset
by increased rental income resulting from increased  occupancy at Bank of Lodi's
main office  building in Lodi.  Other  noninterest  expenses  increased  by $100
thousand, or 16%.  Approximately $60 thousand of the increase was related to the
strategic costs that were discussed  earlier in this paragraph.  Excluding those
costs, other noninterest  expense increased by 6.3% due to increased  processing
costs and other  costs  related to the growth in  deposits  as well as  business
development efforts.
<TABLE>

Changes in Results of Operation - Six Months ended June 30, 1998
<CAPTION>
Summary of Earnings Performance

----------------------------------------------------- --------------------------------------------------

                                                              For the six months ended June 30:
                                                      --------------------------------------------------

                                                                          1998                     1997
                                                                          ----                     ----
<S>                                                                     <C>                         <C>
Earnings (in thousands)                                                 $  411                      546

 ---------------------------------------------------- ------------------------- ------------------------

Basic earnings per share                                                $  .31                      .42

Diluted earnings per share                                              $  .30                      .41

Return on average assets                                                  0.55%                     .86%

Return on average equity                                                  6.31%                    9.12%

Dividend payout ratio                                                    33.33%                   24.39%

 ---------------------------------------------------- ------------------------- ------------------------

"Cash" earnings (in thousands) (1)                                      $  519                   $  687

Diluted "cash" earnings per share                                          .36                      .50

"Cash" return on average assets                                           0.69%                    1.08%

"Cash" return on average equity                                           7.97%                   11.50%
 ---------------------------------------------------- ------------------------- ------------------------

 Operating "cash" earnings (in thousands) (2)                           $  626                      687

 Diluted operating "cash" earnings per share                               .44                      .50

 Operating "cash" return on average assets                                0.83%                    1.08%

 Operating "cash" return on average equity                                9.61%                   11.50%
----------------------------------------------------- ------------------------- ------------------------
Average equity to average assets                                          8.69%                    9.52%
----------------------------------------------------- ------------------------- ------------------------
<FN>
(1)  "Cash" earnings represent earnings based upon generally accepted accounting
     principles  plus  the  after-tax,   non-cash  effect  on  earnings  of  the
     amortization of intangible assets.  Following the 1997 acquisition of three
     branches from Wells Fargo Bank, the "cash" earnings,  return on assets, and
     return on equity are the most  comparable to prior year  numbers.  They are
     also the more relevant  performance  measures for shareholders because they
     measure the Company's ability to support growth and pay dividends.
(2)  Operating  "Cash" earnings is computed by excluding the after-tax impact of
     significant elements of revenue or costs that obscure the operating results
     of core operations. Adjustments for the six months ended June 30, 1998 have
     been made to exclude from net income the  preliminary  costs of a strategic
     growth  initiative  for which the company  ceased  further  pursuit in May,
     1998.
</FN>
</TABLE>
Operating "Cash" earnings for the six months ended June 30, 1998 declined by $61
thousand,  or 8.9% compared to the prior year period.  Operating "Cash" earnings
for the prior year period  included a significant  contribution  to  performance
that was realized  when several loans that had been charged off in prior periods
were paid in full. The repayment of these loans  resulted in the  recognition of
$445  thousand in recovered  interest  income and a negative  provision for loan
losses of $80 thousand. Excluding the after-tax impact of the recovered interest
from operating "cash" earnings for the prior year, current year operating "cash"
earnings  were  $197  thousand,  or 46%  higher,  than the  prior  year  period.
Excluding the prior year recovery of interest  income,  net interest  income for
the  current  period  increased  by 18%, or $518  thousand,  over the prior year
period. Noninterest income increased by 23%, or $161 thousand, while noninterest
expenses increased by 5%, or $179 thousand, before the costs associated with the
strategic growth initiative discussed in footnote two of the above table.

                                       11

<PAGE>


Net Interest Income

Excluding the prior year recovery of interest,  net interest income increased by
$518 thousand,  or 18%,  relative to the prior year period.  Net interest margin
increased  to 5.33% for the quarter  compared to 5.23% in the prior year period,
exclusive of the prior year recovery of interest.  Interest income  increased by
$761  thousand,  or 16%,  excluding the prior year  recovery of interest,  while
interest  expense  increased  by $241  thousand,  or 13%.  The yield on  average
earning  assets for the six months  ended June 30,  1998 was 8.45%  compared  to
8.39% in the  prior  year  period,  exclusive  of the  prior  year  recovery  of
interest.  The  increase in interest  income was the result of growth in average
earning  assets  combined  with the six basis point  increase  in earning  asset
yields. The yield on average deposits for the six months ended June 30, 1998 was
3.00%  compared  to 3.14% in the prior year  period.  The  increase  in interest
expense reflects growth in average deposits,  although  favorable changes in the
mix of  deposits  offset a portion of the gross  increase  in  interest  expense
related to the increase in deposits.

Average earning assets for the six months ended June 30, 1998 increased by $17.5
million, or 15.4%,  compared to the prior year period. A portion of the increase
in average  earning assets  relative to the prior year period is attributable to
the  acquisition  of three  branches from Wells Fargo Bank on February 22, 1997.
Deposits  totaling $34 million were  acquired  with these  branches and are only
reflected in four out of the six months used to compute the average in the prior
year.  Excluding the impact of the initial acquisition of the branches,  average
earning assets would have increased by $6.2 million,  or 5.2%. The gross earning
asset growth would have been $19.6 million, or 17.3%,  without the investment in
life   insurance   contracts   discussed   above  under   Changes  in  Financial
Condition--Other  Assets. Although the insurance contracts have a cash surrender
value that  increases  based upon an annual  earnings  rate,  the  contracts are
accounted for as other  assets,  and the earnings are recorded as a component of
other noninterest income.

Loan yields increased by 8 basis points,  while average loans increased by $10.6
million,  or 19.2%,  over the prior year period.  The increase in average  loans
outstanding increased loans as a percentage of earning assets to 50% compared to
49% in the prior year period.  The  increased  mix of earning  assets offset the
effect of declines in investment  portfolio yields.  The growth in average loans
was the result of  persistent  business  development  efforts on the part of the
banks  officers  and  employees  in both  existing  and  new-branch  markets and
favorable  economic  conditions  that have  stimulated  mortgage demand and real
estate activity.

Average  deposits  for the six months  ended June 30,  1998  increased  by $21.6
million, or 18.8%,  compared to the prior year period. A portion of the increase
in average  deposits  relative to the prior year period is  attributable  to the
acquisition  of three  branches  from Wells  Fargo Bank on  February  22,  1997.
Deposits  totaling $34 million were  acquired  with these  branches and are only
reflected in four out of the six months used to compute the average in the prior
year.  Excluding the impact of the initial acquisition of the branches,  average
deposits  would have  increased by $10.3  million,  or 8.2%. The mix of deposits
shifted away from higher cost certificates of deposit to noninterest bearing and
lower yielding interest bearing demand deposit accounts. Average certificates of
deposit were 33% of average deposits  compared to 35% in the prior year quarter.
The impact of the changed  deposit mix offset $57 thousand of the gross increase
in interest  expense that resulted  from the increase in deposits.  In addition,
reductions  in the  interest  rates  paid  on  transaction  accounts  offset  an
additional $41 thousand in interest expense.

Provision for Loan Losses

The  provision  for loan  losses  increased  by $120  thousand  compared  to the
negative $60 thousand  recorded in the prior year period.  The principal  reason
for the increase is the significant recoveries in the prior year period that led
to the negative provision for that period. Total recoveries of loans charged off
in previous  years added $456  thousand to the  allowance for loan losses during
the prior year period compared to $43 thousand in the current year. Management's
analysis of the  allowance  for loan losses as of March 31,  1997  indicated  an
overfunded  condition,  and $80  thousand  of the  reserve  was  credited to the
provision for loan losses.

Noninterest Income

Noninterest  income  increased  by $161  thousand,  or 23%,  over the prior year
period.  Service charge income increased by $62 thousand, or 16%, as a result of
both the  acquisition  of three  branches  from Wells Fargo Bank on February 22,
1997 and increases in deposit accounts  bankwide.  Other noninterest  income was
$67  thousand  compared to $27 thousand in the prior year due to $55 thousand in
income from the investment in insurance  contracts  discussed  above under Other
Assets.


                                       12


<PAGE>


Income from the sale and servicing of loans  increased by $59 thousand,  or 21%,
compared to the prior year period. The increase was dampened by a decline in SBA
loan  sales  income.  SBA loan  sales  income  for the  period  declined  by $68
thousand, or 57%, compared to the prior year period. The decline appears to be a
matter of timing as opposed to a real  decline in volume.  The  pipeline  of SBA
loans in process is currently  larger than in the prior year, and SBA loan sales
volume for the third and fourth quarter is expected to be  significantly  higher
than  the  first  half of the  year.  Income  from the  origination  and sale of
mortgage loans  increased by $91 thousand,  or 350%, over the prior year period.
The increased  mortgage  income is  attributable  to declining  interest  rates,
improving economic conditions,  and business development efforts in the mortgage
and construction lending area.

Noninterest Expenses

Noninterest  expenses increased by $362 thousand,  or 11%, compared to the prior
year  quarter.  Approximately  $184  thousand of the increase  represents  costs
associated  with a strategic  growth  initiative  that was  discontinued  by the
Company in May, 1998.  Excluding those costs,  noninterest expenses increased by
5.4%.  Salaries  and benefit  expenses  increased  by $191  thousand,  or 12%. A
significant  portion of the increase is attributable to the acquisition of three
branches  from Wells Fargo Bank on February 22,  1997.  Some of the increase was
also  related to a new loan  production  office in Folsom,  California  that was
opened earlier in 1998. Mortgage department staffing was also increased by three
full-time  equivalents relative to the prior year as a result of the increase in
volumes.  Occupancy expense  increased by $46 thousand,  or 17%. The increase in
occupancy  expenses  is  principally  the  result  of  three  additional  branch
locations and the new loan production office in Folsom, California.  These costs
were  partially  offset by increased  rental  income  resulting  from  increased
occupancy  at Bank of Lodi's main office  building  in Lodi.  Other  noninterest
expenses  increased by $66 thousand,  or 5%.  Approximately $72 thousand of this
increase was related to the strategic costs that were discussed  earlier in this
paragraph.  Excluding  those costs,  other  noninterest  expense  declined by $5
thousand as reductions in intangible  amortization  offset increases  related to
the expanded branch network and account transaction volumes.


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,  1998 are not  necessarily  indicative  of the  results  which  may be
expected  for the year ended  December  31,  1998.  The  unaudited  consolidated
financial  statements  presented  herein should be read in conjunction  with the
consolidated  financial  statements and notes included in the 1997 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.  At and for the three and six months
ended June 30, 1998,  there were no material  changes in the market risk profile
of the Company or the Bank as described in the Company's 1997 Form 10-K.


PART II -- OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

                  Not Applicable.


                                       13


<PAGE>


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

                  Investment Services

                  On April 17, 1998,  the Bank  entered  into an agreement  with
                  Investment  Centers of America,  Inc.  (ICA) whereby ICA would
                  provide  stock,  bond,  mutual fund,  annuity,  and  insurance
                  services   on-site  at  certain  Bank   branches.   Under  the
                  agreement, ICA provides an investment representative and rents
                  office  space from the Bank,  while the Bank pays for  certain
                  marketing  and   administrative   costs  related.   The  lease
                  agreement is for a five year period,  and the lease payment is
                  based  upon the  transaction  volume  of the ICA  office.  ICA
                  opened a sales office at the Bank's Lodi branch in May 1998.

                  Elk Grove Branch

                  On June 15, 1998,  the Bank  received  approval from Office of
                  the Comptroller of the Currency for a new branch in Elk Grove,
                  California.  The Bank has leased  approximately  4,800 feet in
                  the Elk Park  Village  shopping  center  in Elk  Grove  and is
                  improving  the  space  for  use  as  a  full  service  branch,
                  including an ICA financial  services  sales  office.  The Bank
                  expects to open the branch during the quarter ended  September
                  30, 1998.

                  Western Auxiliary Corporation

                  On June 9, 1998 the  Company  incorporated  Western  Auxiliary
                  Corporation  (WAC). The Company expects to capitalize WAC as a
                  wholly-owned subsidiary during the quarter ended September 30,
                  1998 with an initial  capitalization of $10,000. WAC will earn
                  fee  income by acting as  trustee  on the  Bank's  trust  deed
                  transactions  and  will  receive  the  necessary   operational
                  resources under an intercompany services agreement between the
                  WAC, the Company, and the Bank.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)         Exhibits

 Exhibit
 Number

   11            Statement re computation of earnings per share is  incorporated
                 herein by reference to footnote 2 to the consolidated financial
                 statements included in this report.

   27            Financial Data Schedule.


   (b)           Reports on Form 8-K

                 On July 31, 1998 the Company filed a Current Report on Form 8-K
                 regarding  earnings for the quarter ended June 30, 1998 and the
                 declaration of a cash dividend of $.05 per share payable August
                 28, 1998 to shareholders of record on August 14, 1998.


                                       14


<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 7, 1998                             /s/     David M. Philipp
     --------------                             ----------------------------
                                                David M. Philipp
                                                Executive Vice-President
                                                Chief Financial Officer
                                                Corporate Secretary