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: March 28, 2000

                             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 Twentieth Consecutive Quarterly Dividend

                  Based upon the  earnings for the fourth  quarter of 1999,  the
         Board of Directors of First Financial Bancorp (Symbol: FLLC) declared a
         cash  dividend  of  $.05  per  share  payable   February  25,  2000  to
         shareholders  of record on February  11,  2000.  This is the  twentieth
         consecutive quarterly dividend declared by First Financial Bancorp.

                  "Year-to-date  earnings  of  $1,159,000  or $0.78 per  diluted
         share  represent the Company's  highest ever," reported Leon Zimmerman,
         President and CEO of First Financial Bancorp. "Our earnings during 1999
         represent an increase in excess of 10% over and above our 1998 earnings
         of $1,052,000 or $0.72 per diluted share."

                  Earnings for the fourth quarter of 1999 were $373,000 or $0.27
         per diluted share,  compared to $341,000 or $0.26 per diluted share for
         the fourth quarter of 1998 and represents an increase of 9.38% over the
         same period one year ago.

                  Total  assets  at  December  31,  1999,   were  $176  million,
         representing  an increase of $11.9 million or 7.3% compared to December
         31, 1998.

                  Earnings  have  increased as a result of  continued  growth in
         loans combined with an improvement in noninterest  income.  Gross loans
         increased  $19.5  million or 21.1% and total  deposits  increased  $6.6
         million or 4.4% since  December 31, 1998.  Loan interest  income during
         1999  increased $2.2 million or 28.2% compared to 1998 and net interest
         income increased $1.3 million or 18.0% during the same period.  Service
         charges  increased  $232,000  or  27.4%  during  1999  as a  result  of
         increased core deposits  combined with changes to the pricing structure
         of certain deposit products.

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                  The  allowance  for loan losses was increased to 2.3% of total
         loans at December 31, 1999 compared to 1.7% at December 31, 1998.  This
         increase  resulted  primarily  from a charge to the loan loss provision
         totaling $1.1 million during 1999.

                  Based upon 1999 year-to-date net income, the annualized return
         on average assets and equity were 0.69% and 8.19%, respectively.  Under
         regulatory  standards,  the Bank is categorized  as  "well-capitalized"
         with a ratio of  risk-adjusted  assets to capital of 10.51% and a ratio
         of total capital to total assets of 7.82%.

                  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 March 28, 2000                        /s/ Allen R. Christenson
     --------------                        ------------------------
                                           Allen R. Christenson
                                           Chief Financial Officer

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