8-K

                                  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):         April 28, 2005
                                                  ------------------------------

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


            DELAWARE                 0-11337                 95-3815805
- ------------------------------   ---------------     ---------------------------
 (State or other jurisdiction      (Commission              (IRS Employer
       of incorporation)           File Number)           Identification No.)


     510 S. Grand Avenue, Glendora, CA                         91741
    ------------------------------------               ---------------------
          (Address of principal                              (Zip Code)
           executive offices)

       Registrant's telephone number, including area code: (626) 963-8551
                               __________________


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


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13c-4(C) under the
     Exchange Act (17 CFR 240.13e-4(C))





Item 8.01  Other Events.


     On April 28, 2005, Foothill Independent Bancorp (Foothill) issued a press
release announcing a five-for-four stock split of Foothill's outstanding shares
that will be effectuated by means of a 25% stock dividend that will be
distributed on May 25, 2005 to Foothill's stockholders of record as of the close
of business on May 10, 2005.

     In that press release, Foothill also announced that its Board of Directors
had declared a quarterly cash dividend of $0.13 per share that will be payable
on June 10, 2005 to stockholders of record as of the close of business on May
26, 2005, which is one day after the record date for the 5-for-4 stock split.
The press releases stated that Foothill's Board of Directors selected May 26,
2005 as the record date for the cash dividend in order to effectuate a 25%
increase in the amount of the quarterly cash dividend, from the amount that had
been paid in previous quarters pursuant to its dividend policy.

     A copy of this press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by this reference.


Item 9.01  Financial Statements and Exhibits.

           (c)   Exhibits.
                 --------

                 The following Exhibit is filed as part of this Report:

                 Exhibit 99.1:   Press Release, issued April 28, 2005,
                                 Announcing 5-for 4 Stock Split and Declaration
                                 of Cash Dividend







                                   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.


                                                 FOOTHILL INDEPENDENT BANCORP



Date: April 28, 2005                             By: /s/ CAROL ANN GRAF
                                                     ---------------------------
                                                     Carol Ann Graf,
                                                     Chief Financial Officer







                                INDEX TO EXHIBITS



EXHIBIT NO.                      DESCRIPTION
- -----------        -------------------------------------------------------------

   99.1            Press Release, issued April 28, 2005, Announcing 5-for-4
                   Stock Split and Declaration of Cash Dividend.

EX-99.1

                                                                    Exhibit 99.1

    Foothill Independent Bancorp Announces 5-for-4 Stock Split and
      Declares Regular Quarterly Cash Dividend of $0.13 Per Share

    GLENDORA, Calif.--(BUSINESS WIRE)--April 28, 2005--

   Cash Dividend to Be Paid on Shares Outstanding After Stock Split,
            Effectively Increasing the Cash Dividend by 25%

    Foothill Independent Bancorp (NASDAQ:FOOT), the holding company
for Foothill Independent Bank, announced today that its Board of
Directors has approved a 5-for-4 stock split to be implemented by
means of 25% stock dividend and, pursuant to its dividend policy, has
declared the quarterly cash dividend of $0.13 per share, which will be
paid on all of the shares that will be outstanding after the stock
split, which effectively increases the amount of the quarterly cash
dividend that Foothill's shareholders will receive by 25%.
    The Stock Split. As a result of the 5-for-4 stock split,
Foothill's stockholders will receive one additional share of common
stock for every four shares of common stock that they own at the close
of business on the record date established for the stock split, which
is May 10, 2005. The additional shares will be distributed on May 25,
2005; however, in lieu of receiving any fractional shares that will
result from the stock split, stockholders will receive a cash payment
based on the closing price of Foothill's common stock on the record
date, as adjusted for the 5-for-4 stock split.
    The stock split will increase the number of Foothill's outstanding
shares by 25% to approximately 8,446,100. As of April 26,2005 a total
of 6,756,928 shares were outstanding.
    The Cash Dividend. The $0.13 quarterly cash dividend will be
payable on June 10, 2005 to all stockholders of record as of the close
of business on May 26, 2005, one day after the issuance of the
additional shares in the stock split. The Board of Directors chose May
26, 2005 as the record date in order to achieve a 25% increase in the
amount of the quarterly cash dividends that Foothill intends to pay to
stockholders hereafter, commencing with this quarterly cash dividend.
    George Langley, Foothill's President and Chief Executive Officer,
stated, "We continue to focus on measures that we believe will build
value for our stockholders. The combination of the stock split, which
should result in increased share liquidity by increasing the number of
shares in the public float, and the 25% increase in the amount of the
regular quarterly cash dividend that we pay to our stockholders, we
believe, are excellent ways to build wealth and increase value for
Foothill investors."
    "Foothill recently reported that it had achieved record first
quarter earnings, with net income increasing 18% in the quarter ended
March 31, 2005, over the same period last year, to $2.6 million, or
$0.31 per diluted share, which contributed to the Board's decision to
split the stock and increase the cash dividend," added Langley.

    About Foothill Independent Bancorp

    Foothill Independent Bancorp is a one-bank holding company that
operates Foothill Independent Bank. This wholly owned bank subsidiary
currently operates 12 commercial banking offices in Los Angeles, San
Bernardino and Riverside Counties. Foothill Independent Bank has
consistently earned the highest ratings for safety and soundness from
such bank rating firms as Findley Reports, Bauer Financial Services,
and Veribanc.

    Forward-Looking Information

    This Release contains forward-looking statements within the
meaning of the Securities Acts of 1933 and 1934, as amended.
Forward-looking statements can be identified by the fact that they do
not relate strictly to historical or current facts and often include
the words "believe," "intend," "expect," "anticipate," or words of
similar meaning, or future or conditional verbs such as "will,"
"would," "should," "could," or "may." Forward-looking statements set
forth our expectations or beliefs regarding our future financial
condition or future financial performance, which are based on current
information. Our financial performance in future periods could differ,
possibly significantly, from our current estimates, expectations or
beliefs due to a number of risks and uncertainties that could affect
our business or operating results in the future, including risks that
could lead us to reduce or even suspend the payment of cash dividends
in the future. Those risks and uncertainties are identified and
discussed in Section, entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Factors That Could
Affect Our Future Financial Performance" in Part II of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2004, as
filed with the U.S. Securities and Exchange Commission. We undertake
no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

    CONTACT: Foothill Independent Bancorp
             George Langley, 626-963-8551