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: April 25, 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.)


ITEM 5. OTHER EVENTS

a) First Financial Bancorp Declares Five Percent Stock Dividend

                                       1




     Based upon the  earnings  for the first  quarter of 2000,  First  Financial
Bancorp's Board of Directors  declared a 5% stock dividend  payable May 23, 2000
to shareholders of record on May 9, 2000.

     Earnings for the quarter ended March 31, 2000,  were $346,000,  or $.23 per
diluted  share.  Annualized  return on average  assets and equity  were .79% and
9.5%,  respectively.  The net  income  for the  quarter  ended  March  31,  2000
represents  an  increase  of 27% over the prior  year  quarter's  net  income of
$273,000.  Earnings benefited from increases in loan and deposit volumes as well
as improvement in noniterest income.

     Total assets at March 31, 2000, were $176 million,  and were unchanged from
December 31, 1999. 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.

                                       2




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 April 25, 2000                                  /s/ Leon J. Zimmerman
     --------------                                  ---------------------
                                                     Leon J. Zimmerman
                                                     President & CEO

EX-99

                             First Financial Bancorp

                             P R E S S R E L E A S E

For Immediate Release                                             April 25, 2000

Contact Person:
Leon Zimmerman
President and CEO

         First Financial Bancorp Reports First Quarter 2000 Earnings and
              Declares Twenty-first Consecutive Quarterly Dividend

     Based upon the  earnings  for the first  quarter of 2000,  First  Financial
Bancorp's Board of Directors  declared a 5% stock dividend  payable May 23, 2000
to shareholders of record on May 9, 2000.

     Earnings for the quarter ended March 31, 2000,  were $346,000,  or $.23 per
diluted  share.  Annualized  return on average  assets and equity  were .79% and
9.5%,  respectively.  The net  income  for the  quarter  ended  March  31,  2000
represents  an  increase  of 27% over the prior  year  quarter's  net  income of
$273,000.  Earnings benefited from increases in loan and deposit volumes as well
as improvement in noniterest income.

     Total assets at March 31, 2000, were $176 million,  and were unchanged from
December 31, 1999. 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.