SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
                                 AMENDMENT NO. 1

|X|    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the fiscal year ended December 31, 2003

                                       or

|_|    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the transition period from _______________ to _________________


                        Commission File Number : 0-12499
                             First Financial Bancorp
             (Exact name of registrant as specified in its charter)

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

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


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

           Securities registered pursuant to Section 12(b) of the Act:
                                      None
           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, no par value
                                (Title of Class)
                         Preferred Share Purchase Rights
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ X ] Yes [ ] No

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

     Indicate by check mark whether the Registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]

     The aggregate market value of the Common Stock held by non-affiliates of
the registrant was approximately $27,705,000 (based on the $17.00 average of bid
and ask prices per share on June 30, 2003).

     As of March 5, 2004, there were 1,783,420 shares of Common Stock (adjusted
for the 10% stock dividend declared March 25, 2004) no par value, outstanding.


<PAGE>


                                EXPLANATORY NOTE



This amendment is being filed solely to correct the date on the auditor's report
and the reference to that date in the consent of auditors filed as exhibit 23 to
this report. These documents also now reflect recently adopted terminology
requirements of the Public Company Accounting Oversight Board.


<PAGE>



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements and Schedules                          Page Reference


Report of Independent Registered Public Accounting Firm                 54
Consolidated Balance Sheets as of

 December 31, 2003 and 2002                                             55
Consolidated Statements of Income Years
 Ended 2003, 2002, and 2001                                             56
Consolidated  Statements of Stockholders'
 Equity and Comprehensive  Income
 Years Ended 2003, 2002, and 2001                                       57
Consolidated Statements of Cash Flows
 Years Ended 2003, 2002, and 2001                                       58
Notes to Consolidated financial statements                              60

(b) Reports on Form 8-K

     During the fourth  quarter of 2003,  the Company filed a Current  Report on
     8-K dated November 14, 2003 (Items 7 and 10).

     During the fourth  quarter of 2003,  the Company filed a Current  Report on
     8-K dated December 8, 2003 (Items 7 and 10).

(c) Exhibits

     The Exhibit List required by this Item is  incorporated by reference to the
     Exhibit Index which precedes the exhibits to this report.

(d) Financial Statement Schedules

     No financial  statement  schedules are included in this report on the basis
     that they are either  inapplicable  or the  information  required to be set
     forth  therein is contained in the  financial  statements  included in this
     report.


<PAGE>


             Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders
First Financial Bancorp:


We have audited the accompanying consolidated balance sheets of First Financial
Bancorp and subsidiaries (the Company) as of December 31, 2003 and 2002, and the
related consolidated statements of income, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 2003. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasfonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of First Financial
Bancorp and subsidiaries as of December 31, 2003 and 2002, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 2003, in conformity with U.S. generally accepted
accounting principles.


As discussed in Note 1 to the consolidated financial statements, the Company
adopted the provisions of Statement of Accounting Standards No. 148, Accounting
for Stock-Based Compensation, under the prospective method of adoption as of
January 1, 2003.
                                            /s/ KPMG LLP


Sacramento, California February 13, 2004 except for Note 25 which is as of March
25, 2004


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                                   SIGNATURES

Pursuant to the requirements of Section 13 of 15(d) 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

                                                    /s/ ALLEN R. CHRISTENSON
                                                  ----------------------------
                                                  Allen R. Christenson
                                                  Sr. Vice President and Chief
                                                  Financial Officer




<PAGE>


                                INDEX TO EXHIBITS

Exhibit No.  Description

  3(a)     Restated Articles of Incorporation, as amended

  3(b)     Bylaws, as amended through March 25, 2004

  4(a)     Specimen Common Stock Certificate, filed as Exhibit
           4.1 to the Company's General Form for Registration of
           Securities on Form 10, filed on September 21, 1983,
           is hereby incorporated by reference.

  4(b)     Rights Agreement between First Financial Bancorp and
           Mellon Investor Services LLC, dated as of June 15,
           2001, including Form of Right Certificate, filed as
           Exhibit 4 to the Company's Form 8-K filed on June 28,
           2001, is hereby incorporated by reference.

  4(c)     Amended and Restated Declaration of Trust dated as of
           March 26, 2002 by and Among State Street Bank and
           Trust Company of Connecticut, National Association,
           As institutional Trustee, First Financial Bancorp, As
           Sponsor, and Benjamin R. Goehring, Weldon D.
           Schumacher And Leon J. Zimmerman as Administrators

  4(d)     Guarantee Agreement dated as of March 26, 2002 by and
           between First Financial Bancorp and State Street Bank
           and Trust Company of Connecticut, National
           Association

  4(e)     Indenture of dated as of March 26, 2002 of First
           Financial Bancorp as Issuer and State Street Bank and
           Trust Company of Connecticut, National Association,
           as Trustee for the registrant's Floating Rate Junior
           Subordinated Deferrable Interest Debentures due 2032

  4(f)     Placement Agreement dated March 14, 2002 for the
           First Financial Bancorp 5,000 Floating Rate Capital
           Securities (Liquidation Amount $1,000.00 per Capital
           Security) (incorporated by reference to Exhibit 1 to
           Annual Report on form 10-K of the Company for the
           fiscal year ended December 31, 2002.

  10(a)*   First Financial Bancorp 1991 Director Stock Option
           Plan and form of Non-statutory Stock Option
           Agreement, filed as Exhibit 4.1 to the Company's Form
           S-8 Registration Statement (Registration No.
           33-40954), filed on May 31, 1991, is hereby
           incorporated by reference.

  10(b)*   Amendment to First Financial Bancorp 1991 Director
           Stock Option Plan, filed as Exhibit 4.3 to the
           Company's Post-Effective Amendment No. 1 to Form S-8
           Registration Statement (Registration No. 33-40954),
           filed as Exhibit 10 to the Company's Quarterly Report
           on Form 10-Q for the period ended March 31, 1995, is
           hereby incorporated by reference.

  10(c)*   First Financial Bancorp 1991 Employee Stock Option
           Plan and forms of Incentive Stock Option Agreement
           and Non-statutory Stock Option Agreement, filed as
           Exhibit 4.2 to the Company's Form S-8 Registration
           Statement (Registration No. 33-40954), filed on May
           31, 1991, is hereby incorporated by reference.

  10(d)*   First Financial Bancorp 1997 Stock Option Plan, filed
           as Exhibit 10 to the Company's Quarterly Report on
           Form 10-Q for the period ended September 30, 1997, is
           hereby incorporated by reference.

  10(e)    First Financial Bancorp 401(k) Profit Sharing Plan,
           filed as Exhibit 10(g) to the Company's Annual Report
           on Form 10-K for the year ended December 31, 1997, is
           hereby incorporated by reference.

  10(f)*   Employment Agreement dated as of September 30, 1998,
           between First Financial Bancorp and Leon J.
           Zimmerman, filed as Exhibit 10(h) to the Company's
           Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1998, is hereby incorporated by
           reference.

  10(g)*   Executive Supplemental Compensation Agreement
           effective as of April 3, 1998, between Bank of Lodi,
           N.A. and Leon J. Zimmerman, filed as Exhibit 10(j) to
           the Company's Quarterly Report on Form 10-Q for the
           quarter ended September 30, 1998, is hereby
           incorporated by reference.

  10(h)*   Life Insurance Endorsement Method Split Dollar Plan
           Agreement effective as of April 3, 1998, between Bank
           of Lodi, N.A. and Leon J. Zimmerman, filed as Exhibit
           10(l) to the Company's Quarterly Report on Form 10-Q
           for the quarter ended September 30, 1998, is hereby
           incorporated by reference.

  10(i)*   Form of Director Supplemental Compensation Agreement,
           effective as of April 3, 1998, as executed between
           Bank of Lodi, N.A. and each of Benjamin R. Goehring,
           Michael D. Ramsey, Weldon D. Schumacher and Dennis R.
           Swanson, filed as Exhibit 10(n) to the Company's
           Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1998, is hereby incorporated by
           reference.

  10(j)*   Form of Life Insurance Endorsement Method Split
           Dollar Plan Agreement, effective as of April 3, 1998,
           as executed between Bank of Lodi, N.A. and each of
           Benjamin R. Goehring, Michael D. Ramsey, Weldon D.
           Schumacher and Dennis R. Swanson, filed as Exhibit
           10(o) to the Company's Quarterly Report on Form 10-Q
           for the quarter ended September 30, 1998, is hereby
           incorporated by reference.

  10(k)*   Form of Director Supplemental Compensation Agreement,
           effective as of April 3, 1998, as executed between
           Bank of Lodi, N.A. and each of Angelo J. Anagnos,
           Raymond H. Coldani, Bozant Katzakian and Frank M.
           Sasaki, filed as Exhibit 10(p) to the Company's
           Quarterly Report on Form 10-Q for the quarter ended
           September 30, 1998, is hereby incorporated by
           reference.

  10(l)*   Form of Life Insurance Endorsement Method Split
           Dollar Plan Agreement, effective as of April 3, 1998,
           as executed between Bank of Lodi, N.A. and each of
           Angelo J. Anagnos, Raymond H. Coldani, Bozant
           Katzakian and Frank M. Sasaki, filed as Exhibit 10(q)
           to the Company's Quarterly Report on Form 10-Q for
           the quarter ended September 30, 1998, is hereby
           incorporated by reference.

  10(m)*   Form of Long Term Care Agreement by and between Bank
           of Lodi, N.A. and certain directors and executive
           officers filed as Exhibit 10 to the Company's
           Quarterly Report on Form 10-Q for the quarter ended
           March 31, 2001, is hereby incorporated by reference.

  11       Statement re computation of earnings per share is  incorporated
           herein by reference to Notes 1(j) and 13 to
           the consolidated financial statements included in this report.

  21       Subsidiaries of the Company: The Company owns 100
           percent of the capital stock of Bank of Lodi,
           National Association, a national banking association,
           100 percent of the capital stock of Western Auxiliary
           Corporation and 100 percent of the capital stock of
           First Financial (CA) Statutory Trust I.


  23       Consent of KPMG LLP, independent registered public accounting firm**


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

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

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

*   Management contract or compensatory plan or arrangement
**  Filed herewith


<PAGE>



            Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
First Financial Bancorp:


We consent to incorporation by reference in the registration statements (Nos.
33-40954 and 333-29201) on Form S-8 of First Financial Bancorp of our report
dated February 13, 2004, except for Note 25 which is as of March 25, 2004,
relating to the consolidated balance sheets of First Financial Bancorp and
subsidiaries as of December 31, 2003 and 2002, and the related consolidated
statements of income, stockholders' equity and comprehensive income, and cash
flows for each of the years in the three-year period ended December 31, 2003,
which report appears in the December 31, 2003 annual report on Form 10-K of
First Financial Bancorp. Such report reflects the adoption of Statement of
Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation,
under the prospective method of adoption as of January 1, 2003.



                                                     /s/ KPMG LLP


Sacramento, California
April 12, 2004