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: January 29, 1999

                             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 Reports 1998 Earnings and Declares Dividend

First Financial Bancorp reports consolidated earnings of $1,052,000,  or $.78 in
basic  earnings per share for the year ended  December  31,  1998.  The earnings
represent an increase of 4% over the  $1,015,000,  or $.77 in basic earnings per
share, for the year ended December 31, 1997. Earnings for the three months ended
December 31, 1998 were $341,000,  or $.25 per share in basic earnings per share.
Earnings for the quarter increased by 35% over the comparable prior year quarter
and by 14% over the quarter ended September 30, 1998.

Based upon  earnings  for the three months  ended  December 31, 1998,  the First
Financial Bancorp Board of Directors declared a cash dividend of $.05 per share,
payable  February 26, 1999 to  shareholders of record on February 12, 1999. This
is the sixteenth  consecutive  quarterly  dividend  declared by First  Financial
Bancorp,  and with its payment,  the consecutive  quarterly  dividends will have
exceeded $1,000,000 on a cumulative basis.

     The  profitability  of  current  core  operations   increased  in  1998  by
approximately  50%  compared  to  1997  after  excluding  strategic  growth  and
expansion costs from 1998 and subtracting  significant loan loss recoveries that
increased income in 1997. The performance of core operations improved in 1998 on
the strength of a 45% increase in loan demand,  a 12% increase in deposits,  and
record mortgage volume. The strong growth helped to finance the vigorous pursuit
of many growth objectives that included  expansion into the Folsom and Elk Grove
markets with new offices as well as a company-wide  affiliation  with Investment
Centers of America to offer brokerage services on-site at branch locations.

     Consolidated  assets at December 31, 1998  increased by  approximately  $17
million from  December 31, 1997 to reach nearly $165  million.  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 January 29, 1999                             /s/ David M. Philipp
     ----------------                             --------------------
                                                  David M. Philipp
                                                  Executive Vice-President & CFO
                                                  Corporate Secretary

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