8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



      Date of Report (Date of earliest event reported):    MAY 26, 1999



                          FOOTHILL INDEPENDENT BANCORP
               (Exact name of Registrant as specified in charter)



         CALIFORNIA                     0-11337                  95-3815805
(State or other jurisdiction          (Commission             (I.R.S. Employer
      of incorporation)              File Number)            Identification No.)



       510 SOUTH GRAND AVENUE, GLENDORA, CALIFORNIA              91741
         (Address of principal executive offices)             (Zip code)


               Registrant's telephone number, including area code:
                        (626) 963-8551 OR (909) 599-9351


                                 NOT APPLICABLE
         (Former name or former address, if changed, since last report)

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ITEM 5   OTHER EVENTS

         The 1999 Annual Meeting of Shareholders of Foothill Independent Bancorp
(the "Company") was held on May 25, 1999 (the "Annual Meeting"). The only matter
submitted to a vote of the Company's shareholders at the Annual Meeting was the
election of three Class II directors for a term of two years. At the Annual
Meeting the Company's Board of Directors nominated William V. Landecena, Richard
Galich and O.L. Mestad as its candidates for election as Class II directors.
Matthew Lindenbaum, a candidate representing Basswood Financial Partners, L.P.
("Basswood"), was nominated by Basswood for one of the three positions on the
Board.

         On May 26, 1999, CT Corporation System, the Inspector of Elections for
the Annual Meeting, issued its report regarding the results of the voting by
shareholders. The highest number of votes were received by William V. Landecena,
Richard Galich and O.L. Mestad and, accordingly, they were elected to the Board
of Directors of the Company as Class II directors for terms of office that will
expire at the Company's Annual Meeting of shareholders in 2001. The terms of
office as a director of George E. Langley, Max E. Williams, George Sellers and
Donna Miltenberger continued after the Annual Meeting.

         Holders of 4,930,931 shares of the Company's Common Stock, representing
approximately 83.4% of the number of shares of Common Stock entitled to vote,
were represented in person or by proxy at the Annual Meeting. Based on the
certified report of the Inspector of Election, holders of 3,793,269 shares of
Common Stock cast votes for the re-election of each of Messrs. Landecena and
Galich and holders of 3,792,890 shares of Common Stock cast votes for the
re-election of Mr. Mestad. Holders of 23,445 shares of Common Stock withheld
authority to vote for each of Messrs. Landecena and Galich and holders of 23,824
shares of Common Stock withheld authority to vote for Mr. Mestad.

         Mr. Lindenbaum received votes cast for his election from holders of
1,107,551 shares of Common Stock and holders of 6,666 shares withheld authority
to vote for Mr. Lindenbaum.

         The Company issued a press release on May 26, 1999 describing the
results of the election of directors at the Annual Meeting, a copy of which is
attached hereto as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)      Financial Statements.

                  Not Applicable

         (b)      Pro Forma Financial Statements.

                  Not Applicable

         (c)      Exhibits.

                     99.1          Press Release issued by the Company on
                                   May 26, 1999


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                                   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 hereunto duly authorized.



Dated:  June 2, 1999
                                    FOOTHILL INDEPENDENT BANCORP



                                    By:      /s/ Donna Miltenberger
                                         ---------------------------------------
                                         Donna Miltenberger,
                                         Executive Vice President and
                                         Chief Operating Officer


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                                 EXHIBIT INDEX



Exhibit
Number              Description
- ------              -----------
                 
 99.1               Press Release issued by the Company on May 26, 1999

EX-99.1

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Wednesday May 26, 6:03 pm Eastern Time

Company Press Release

Foothill Independent Bancorp Nominees
Overwhelmingly Re-elected to Board of Directors

GLENDORA, Calif.--(BUSINESS WIRE)--May 26, 1999--Foothill Independent Bancorp
(Nasdaq/NMS: FOOT - news) Wednesday announced that all three of its nominees
were re-elected to the board of directors of Foothill at its annual meeting of
shareholders, which was held on Tuesday, May 25, 1999, based upon the certified
report of the Inspector of Elections for the meeting.

William V. Landecena, O.L. Mestad and Richard Galich will serve as Class II
directors for two-year terms ending at Foothill's 2001 Annual Meeting of
Shareholders.

Management's nominees each received votes from holders of approximately 3.8
million shares, while Matthew Lindenbaum, nominee of Basswood Financial
Partners, received votes from holders of approximately 1.1 million shares,
including the 553,421 shares owned by Basswood and its affiliates.

George Langley, president and chief executive officer of Foothill Independent
Bank stated, "On behalf of the board of directors, management and staff of
Foothill, we want to thank our shareholders for their incredible show of
support. It is gratifying that our shareholders recognize the efforts of our
team and support our strategic plan. We're confident that we will continue to
deliver outstanding performance and enhance value for all of our shareholders."

Foothill Independent Bancorp is a one-bank holding company, which, through
Foothill Independent Bank, a wholly owned subsidiary, currently operates 11
commercial banking offices in Los Angeles, San Bernardino, and Riverside
Counties. At March 31, 1999 the company had total assets of $468,197,000 and
shareholders' equity of $47,152,000.