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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A

(AMENDMENT NO. 1)



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(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
|- | -------------------------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number 0-11337



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FOOTHILL INDEPENDENT BANCORP

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 95-3815805                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|510 South Grand Avenue, Glendora, California                   |  | 91741                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(626) 963-8551)

(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, par value $.001 per share
|                                                                                                                | 
|                                                                                                                |  | Rights to Purchase Common Stock
|                                                                                                                |  | (Title of Class)               



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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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.    YES  x    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 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 Securities Exchange Act Rule 12b-2).    Yes  x    No ̈.



The aggregate market value of voting shares held by non-affiliates of Registrant as of June 30, 2004, which was determined
on the basis of the closing price of Registrants shares on that date, was approximately $140,968,000.



As of April 21, 2005, there were 6,755,428 shares of Common Stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



None

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FOOTHILL INDEPENDENT BANCORP



AMENDMENT NO. 1 ON FORM 10-K/A

TO

ANNUAL REPORT ON FORM 10-K



FOR THE YEAR ENDED DECEMBER 31, 2004



EXPLANATORY NOTE



Foothill Independent Bancorp (we, us, our, or Foothill Independent Bancorp) filed its Annual Report on
Form 10-K for the fiscal year ended December 31, 2004 (the 2004 10-K) with the Securities and Exchange Commission (the Commission) on March 15, 2005.



At the time of that filing, we elected to rely on an exemptive order of the Securities and Exchange Commission, made
available to companies with fiscal years ending between November 15, 2004 and February 28, 2005, to defer the inclusion in our 2004 10-K, for up to 45 days, of our managements report, and the report of our independent registered public
accounting firm, on the effectiveness of our internal control over financial reporting. Those reports are being included in Item 9A of our 2004 10-K by the filing of this Amendment No. 1 on Form 10-K/A.



This Amendment on Form 10-K/A also includes, as Exhibit 23.2, a new Consent
of our Independent Registered Public Accounting Firm that includes that Firms consent to the incorporation by reference in our registration statements identified in that Consent, of its reports, dated March 31, 2005, with respect to
managements assessment of, and its opinion on, the effectiveness of our internal control over financial reporting.



Except for the matters disclosed in this Form 10-K/A, our 2004 10-K continues to speak as of March 15, 2005, which was the date of its original filing
with the Securities and Exchange Commission, and we have not updated the disclosures contained therein to reflect events that have occurred since the date of that original filing.



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TABLE OF CONTENTS



|                  |  |                         |  |         
|----------------- |  | ----------------------- |  | --------
|                  |  |                         |  | Page No.
|Item 9A           |  | Controls and Procedures |  | 1       
|Signature Page    |  | S-1                    
|Index to Exhibits |  | E-1                    



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ITEM 9A. CONTROLS AND PROCEDURES



Disclosure Controls and Procedures



Our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to provide reasonable assurance that information required to be disclosed in our reports filed under
that Act (the Exchange Act), such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. Our disclosure controls and procedures
also are designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.



Our management, under the supervision and with the participation of our Chief
Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures in effect as of December 31, 2004. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that, as of December 31, 2004, our disclosure controls and procedures were effective to provide reasonable assurance that material information, relating to the Company and its consolidated subsidiaries, required to be included in our Exchange Act
reports, including this Annual Report on Form 10K, is made known to management, including the Chief Executive Officer and Chief Financial Officer, on a timely basis.



There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31,
2004, that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Managements Report on Internal Control Over Financial Reporting



Management of Foothill Independent Bancorp is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those written policies and
procedures that:



| |  |  | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in
the United States of America;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our consolidated
financial statements.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Internal control over
financial reporting includes the controls themselves, monitoring and internal auditing practices and actions taken to correct deficiencies as identified.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changed conditions or because the degree of compliance with the policies or procedures may deteriorate.



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Managements Assessment and Determination



Our management assessed the effectiveness of Foothill Independent
Bancorps internal control over financial reporting as of December 31, 2004, based on criteria for effective internal control over financial reporting described in Internal Control  Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Managements assessment included an evaluation of the design and the testing of the operational effectiveness of Foothill Independent Bancorps internal control over financial
reporting. Management reviewed the results of its assessment with the Audit Committee of our Board of Directors.



Based on this assessment, management determined that, as of December 31, 2004, Foothill Independent Bancorp and Subsidiaries maintained effective internal
control over financial reporting.



Vavrinek, Trine, Day &
Co. LLP, independent registered public accounting firm, which audited and reported on our consolidated financial statements included in this Annual Report on Form 10-K, has issued the following reports regarding that assessment by management and its
own opinion on the effectiveness of our internal control over financial reporting.



Report Of Independent Registered Public Accounting Firm



Board of Directors and Stockholders

Foothill Independent Bancorp and Subsidiary

Glendora, California



We have audited managements assessment, included in the accompanying Report of Management, that Foothill Independent Bancorp and Subsidiary (the
Company) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility
is to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over financial reporting based on our audit.



We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.



A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in conformity with U.S. generally accepted accounting principles. Because managements assessment and our audit were conducted to also meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation
Improvement Act (FDICIA), managements assessment and our audit of the Companys internal control over financial reporting included controls over the preparation of financial statements in accordance with instructions to the Consolidated
Financial Statements for Bank Holding Companies (Form FR Y-9 C).



A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and the receipts and expenditures
of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.



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Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.



In our opinion, managements assessment that
Foothill Independent Bancorp and Subsidiary maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal Control  Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004,
based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets as of December 31, 2004 and 2003, and the related consolidated statements of income, stockholders equity and cash flows for each of the three years in the period ended December 31, 2004 and our report dated January 21,
2005 expressed an unqualified opinion.



/s/ Vavrinek, Trine, Day & Co., LLP

Rancho Cucamonga, California

March 31, 2005



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SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.



FOOTHILL INDEPENDENT BANCORPBy:

/s/ GEORGE E. LANGLEYGeorge E. Langley, President and Chief Executive Officer




Pursuant to the
requirements of the Securities Exchange Act of 1934, this Amendment on Form 10-K/A has been signed below by the following officers and directors of registrant in the capacities indicated on April 26, 2005.



|     |  |                                                    |  |                                                                                                          |  |               
|---- |  | -------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | --------------
|     |  | SIGNATURE                                          |  | TITLE                                                                                                    |  | DATE          
|     |  |                                                    | 
|     |  | /s/ GEORGE E. LANGLEYGeorge E. Langley             |  | President, Chief Executive Officer and Director                                                          |  | April 26, 2005
|     |  |                                                    | 
|     |  | /s/ CAROL ANN GRAFCarol Ann Graf                   |  | Senior Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer) |  | April 26, 2005
|     |  |                                                    | 
|     |  | /s/ WILLIAM V. LANDECENA*William V. Landecena      |  | Chairman of the Board of Directors                                                                       |  | April 26, 2005
|     |  |                                                    | 
|     |  | /s/ RICHARD GALICH*Richard Galich                  |  | Director                                                                                                 |  | April 26, 2005
|     |  |                                                    | 
|     |  | /s/ O. L. MESTAD *O. L. Mestad                     |  | Director                                                                                                 |  | April 26, 2005
|     |  |                                                    | 
|     |  | /s/ GEORGE SELLERS*George Sellers                  |  | Director                                                                                                 |  | April 26, 2005
|     |  |                                                    | 
|     |  | /s/ DOUGLAS F. TESSITOR*Douglas F. Tessitor        |  | Director                                                                                                 |  | April 26, 2005
|     |  |                                                    | 
|     |  | /s/ MAX E. WILLIAMS*Max E. Williams                |  | Director                                                                                                 |  | April 26, 2005
|     |  |                                                    | 
|*By: |  | /s/ CAROL ANN GRAFCarol Ann Graf, Attorney-in-Fact |  |                                                                                                          |  | April 26, 2005





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INDEX TO EXHIBITS



|           |  |                                                                                                                                                                                                                                                                        
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No |  | Description of Exhibit                                                                                                                                                                                                                                                 
|2.1*       |  | Agreement and Plan of Merger dated May 4, 2000 between Foothill Independent Bancorp, Inc (Foothill Delaware) and Foothill Independent Bancorp (Foothill California)
pursuant to which the Companys state of incorporation was changed from California to Delaware.
|           | 
|2.28*      |  | Certificate of Merger filed with the Delaware Secretary of State on July 18, 2000 effectuating the reincorporation of the Company in Delaware.                                                                                                                         
|           | 
|3.1*       |  | Certificate of Incorporation of the Company as filed in Delaware.                                                                                                                                                                                                      
|           | 
|3.2*       |  | Bylaws of the Company, as in effect under Delaware Law.                                                                                                                                                                                                                
|           | 
|4.1*       |  | Rights Agreement between the Company and ChaseMellon Shareholder Services LLC setting forth the rights of the holders of Rights to Purchase Common Stock of the Company.                                                                                               
|           | 
|4.2**      |  | Amendment dated February 13, 2002 to Rights Agreement to appoint Registrar and Transfer Company as the successor Rights Agent to ChaseMellon Shareholder Services LLC                                                                                                  
|           | 
|21         |  | Subsidiaries of the Company.                                                                                                                                                                                                                                           
|           | 
|23.1       |  | Consent of Independent Registered Public Accounting Firm dated March 14, 2005                                                                                                                                                                                          
|           | 
|23.2       |  | Consent of Independent Registered Public Accounting Firm dated April 26, 2005                                                                                                                                                                                          
|           | 
|31.1       |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                     
|           | 
|31.2       |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                     
|           | 
|32.1       |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                     
|           | 
|32.2       |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                     

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|* | Incorporated by reference from the Companys Current Report on Form 8-K dated July 18, 2000.
|- | --------------------------------------------------------------------------------------------

|** | Incorporated by reference from the Companys Annual Report on Form 10-K for its fiscal year ended December 31, 2001.
|-- | --------------------------------------------------------------------------------------------------------------------





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