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: October 30, 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 Fifteenth Consecutive Quarterly Dividend

          Based upon the  earnings  for the quarter  ended  September  30, 1998,
First Financial  Bancorp's  Board of Directors  declared a cash dividend of $.05
per share,  payable  November 27, 1998 to shareholders of record on November 13,
1998. This is the fifteenth  consecutive  quarterly  dividend  declared by First
Financial Bancorp.

          "Cash" earnings  increased by 24% over the prior year. "Cash" earnings
(net income before intangible  amortization) for the quarter ended September 30,
1998, were $354,000, or $.25 per share, compared to $286,000, or $.20 per share,
in the comparable  prior year quarter.  Annualized  return on average assets and
equity on this basis were .92% and  10.6%,  respectively.  Net income per share,
was $300,000, or $.21 per share, compared to $216,000, or $.15 per share, in the
comparable prior year quarter.

         Earnings  benefited from increased  average loan and deposit volumes of
26% and 12%,  respectively,  compared  to the prior  year  quarter.  Noninterest
income increased by 26% over the prior year, due in part to record mortgage loan
volumes.  Noninterest  expenses increased by 11%, reflecting  increased business
development  efforts,  growing account  volumes,  and the operating costs of new
offices in Elk Grove and Folsom, California.

          Total  consolidated  assets at September 30, 1998,  were $157 million,
representing a 6% 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, Elk
Grove, and Folsom through its wholly owned subsidiary, Bank of Lodi, and Bank of
Lodi's affiliation with Investment Centers of America.

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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 October 30, 1998                           /s/ David M. Philipp
     ----------------                           --------------------
                                                David M. Philipp
                                                Executive Vice-President & CFO
                                                Corporate Secretary