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                       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 (Date of earliest event reported)
                                  July 25, 2003

                              ---------------------

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

              California                               94-2822858
   (State or other jurisdiction of        (IRS Employer Identification Number)
   Incorporation or organization)

                                     0-12499
                              (Commission File 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)

                                 Not Applicable
          (Former name or former address, if changed since last report)


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Item 5.  Other Events and Required FD Disclosure

         At the June 26, 2003,  Board of Directors  meetings of First  Financial
         Bancorp and Bank of Lodi, N.A., a Code of Conduct Policy  applicable to
         members of the Board of Directors  of the Holding  Company and the Bank
         was adopted.

         Steven M. Coldani,  Angelo J. Anagnos and Kevin Van Steenberg,  who are
         directors  of First  Financial  Bancorp but not of Bank of Lodi,  N.A.,
         have refused to acknowledge  in writing their  agreement to be bound by
         the Code,  as the Board has  requested  all  directors  to do.  Messrs.
         Coldani,  Anagnos and Van Steenberg  have not indicated the reasons for
         their refusal.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         The exhibit list is  incorporated  by reference to the exhibit index to
         this report.



SIGNATURES

         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


                                            By: /s/ Allen R. Christenson
                                            ----------------------------
                                            Allen R. Christenson
                                            Senior Vice President
                                            Chief Financial Officer

Date: July 25, 2003




                                  EXHIBIT INDEX

Exhibit        Description
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  14           First Financial Bancorp and Bank of Lodi, N.A., Policies and Code
               of Conduct Applicable to Members of the Board of Directors