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: July 31, 1998

                             First Financial Bancorp
             (Exact name of registrant as specified in its charter)



                        Commission File Number : 0-12499



          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 or if changed since last report.)

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ITEM 5. OTHER EVENTS

a) First Financial Bancorp Declares Fourteenth Consecutive Quarterly Dividend

         Based upon the  earnings  for the quarter  ended June 30,  1998,  First
Financial  Bancorp's  Board of  Directors  declared a cash  dividend of $.05 per
share,  payable  August 28, 1998 to  shareholders  of record on August 14, 1998.
This  is  the  fourteenth  consecutive  quarterly  dividend  declared  by  First
Financial Bancorp.

         "Cash" operating  earnings  increased by 9% over the prior year. "Cash"
operating  earnings (net income before  intangible  amortization and significant
items  unrelated to daily core  operations) for the quarter ended June 30, 1998,
were $301,000,  or $.21 per share,  compared to $276,000,  or $.20 per share, in
the  comparable  prior year  quarter.  Annualized  return on average  assets and
equity on this basis were .80% and 9.1%, respectively.  Including items excluded
from "Cash" operating earnings,  net income per share, was $181,000, or $.13 per
share,  compared to $206,000,  or $.15 per share,  in the comparable  prior year
quarter.

         Earnings  benefited from increased  average loan and deposit volumes of
18% and 10%,  respectively,  compared  to the  prior  year.  Noninterest  income
increased  by 10% over the  prior  year,  due in part to  record  mortgage  loan
volumes.   Noninterest  expenses  increased  by  3%  excluding  feasibility  and
exploratory  costs  associated  with a  strategic  growth  initiative  that  was
discontinued in May.  Noninterest  expenses  increased by 10% inclusive of those
costs.

         Total  consolidated  assets  at  June  30,  1998,  were  $152  million,
representing a 3% increase over December 31, 1997.  First Financial  Bancorp was
formed in 1982 and now provides a number of financial services to the California
communities of Lodi,  Woodbridge,  Lockeford,  Galt, Plymouth,  San Andreas, and
Folsom through its wholly owned subsidiary, Bank of Lodi.


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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.


                                            First Financial Bancorp
                                            -----------------------
                                            

Date July 31, 1998                          /s/ David M. Philipp
     -------------                          --------------------
                                            David M. Philipp
                                            Executive Vice-President & CFO
                                            Corporate Secretary



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