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 (Date of earliest event reported):  September 7, 2004

                             FIRST FINANCIAL BANCORP
                             _______________________
             (Exact name of registrant as specified in its charter)

           CALIFORNIA                     0-12499             94-28222858
           __________                     _______             ___________
 (State or other jurisdiction of   (Commission File No.)     (IRS Employer
         incorporation)                                   Identification Number)


         FIRST FINANCIAL BANCORP
  701 SOUTH HAM LANE, LODI, CALIFORNIA                              95242
 ________________________________________                         __________
 (Address of principal executive offices)                         (Zip Code)


                                 (209)-367-2000
                                 ______________
              (Registrant's telephone number, including area code)

                                       N/A
                                       ___
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))






ITEM 3.03         MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

                  See response to Item 8.01. The registrant's response under
this item does not constitute an admission that a modification to rights of
security holders has occurred.


ITEM 8.01         OTHER EVENTS

                  On May 31, 2001 the Board of Directors of First Financial
Bancorp (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, no par value (the
"Common Shares"), of the Company. The dividend is payable on July 6, 2001 (the
"Record Date") to the shareholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, no par value (the "Preferred
Shares"), of the Company at a price of $47.50 per one one-hundredth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of June 15,
2001 (the "Rights Agreement") between the Company and Mellon Investor Services
LLC, as Rights Agent (the "Rights Agent").

                  Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding, regardless of whether any such
certificate has a copy of this Summary of Rights attached thereto, and no
separate Right Certificates will be distributed. The Rights will separate from
the Common Shares and a Distribution Date will occur upon the earlier of (i) 10
days following a public announcement that a person or group of affiliated or
associated persons have acquired beneficial ownership of 10% or more of the
outstanding Common Shares (an "Acquiring Person"); provided, however, a person
or group holding 10% or more of the outstanding shares as of June 15, 2001 will
become a "Grandfathered Person" and such Grandfathered Person will be treated as
an Acquiring Person upon public announcement or knowledge by the Company's Board
of Directors that such Grandfathered Person has acquired beneficial ownership of
an additional 1% of the outstanding Common Shares; or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors prior
to such time as any Person becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 10% or more of such outstanding Common Shares
(unless the Company's Board of Directors has approved the offer).

                  On September 7, 2004, the Rights Agreement was amended (the
"Amendment") to allow the Company and Placer Sierra Bancshares, a California
corporation ("PSB") to enter into and engage in the transactions described in an
Agreement and Plan of Merger dated September 7, 2004 between the Company and
PSB, pursuant to which the Company will merge with PSB (the "PSB Merger") and
the Company's wholly-owned subsidiary Bank of Lodi, N.A. will merge with Placer
Sierra Bank pursuant to a related merger agreement (such agreements
collectively, the "PSB Merger Agreements"). As amended, the Rights Agreement
provides that PSB and its Affiliates and Associates will not be Acquiring
Persons as a result of the PSB Merger Agreements or the transactions described

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in those agreements, nor will consummation of any of the transactions
contemplated by the PSB Merger Agreements trigger the exercisability of the
Rights described herein.

                  The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Shares. Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.

                  The Rights are not exercisable until the Distribution Date.
The Rights will expire on May 31, 2011 (the "Final Expiration Date"), unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.

                  The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

                  The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or a subdivision,
consolidation or combination of the Common Shares occurring, in any such case,
prior to the Distribution Date.

                  Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential dividend payment of 100 times the dividend declared per Common
Share. In the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100.00 per share but
will be entitled to an aggregate payment of 100 times the payment made per
Common Share. Each Preferred Share will have 100 votes, voting together with the
Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be

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entitled to receive 100 times the amount received per Common Share. These rights
are protected by customary antidilution provisions.

                  Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.

                  In the event that (i) any person or group of affiliated or
associated persons becomes an Acquiring Person, or (ii) during such time as
there is an Acquiring Person, there shall be a reclassification of securities or
a recapitalization or reorganization of the Company or other transaction or
series of transactions involving the Company which has the effect of increasing
by more than 1% the proportionate share of the outstanding shares of any class
of equity securities of the Company or any of its subsidiaries beneficially
owned by the Acquiring Person (each a "flip-in" event), proper provision shall
be made so that each holder of a Right, other than Rights beneficially owned by
the Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares (or, in the event
that there are insufficient authorized Common Shares, substitute consideration
such as cash, property, or other securities of the Company, such as Preferred
Stock) having a market value of two times the exercise price of the Right. In
the event that the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
(a "flip-over event"), proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.

                  At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10% or more of the
outstanding Common Shares and prior to the acquisition by such person or group
of 50% or more of the outstanding Common Shares, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such person or group
which have become void), in whole or in part, at an exchange ratio of one Common
Share, or one one-hundredth of a Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).

                  With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depository
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.

                  At any time before a person becomes an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right (the "Redemption Price"). After the
redemption period has expired, the Company's rights of redemption may be
reinstated if, prior to completion of certain recapitalizations, mergers or

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other business combinations, an Acquiring Person reduces its beneficial
ownership to less than 10% of the outstanding Common Shares in a transaction or
series of transactions not involving the Company. The redemption of the rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.

                  The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including an amendment to lower certain thresholds described above to not less
than the greater of (i) any percentage greater than the largest percentage of
the outstanding Common Shares then known to the Company to be beneficially owned
by any person or group of affiliated or associated persons (unless such person
or group is excluded from the effect of such reduction) and (ii) 10%, except
that from and after such time as any person becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.

                  Until a Right is exercised, the holder of a Right will not, by
reason of being such a holder, have rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends.

                  A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A. A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.


ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

(c)      EXHIBITS.


                  The exhibits to this report are incorporated by reference to
the exhibit index which is attached hereto.

                  This communication is not a solicitation of a proxy from any
security holder of First Financial Bancorp. However, First Financial Bancorp,
and its directors and executive officers and certain other members of its
management and employees, may be deemed to be participants in the solicitation
of proxies from the shareholders of First Financial Bancorp in connection with
the merger. Information about First Financial Bancorp, Placer Sierra Bancshares,
the merger, the persons soliciting proxies in the merger and their interests in
the merger, the directors and executive officers of First Financial Bancorp and
their ownership in First Financial Bancorp stock and related matters will be set
forth in a proxy statement relating to the shareholders meeting to be held to
approve the merger. Security holders should read the proxy statement because it
will contain important information. The proxy statement will be available in the
near future.

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                  Also, you will be able to obtain the proxy statement and other
documents filed by First Financial Bancorp with the SEC free of charge at the
SEC's website at http://www.sec.gov. These documents will also be available free
of charge from Allen R. Christenson, Executive Vice President and Chief
Financial Officer, First Financial Bancorp, 701 South Ham Lane, Lodi, California
95242 and on the Company's website at http://www.bankoflodi.com.

                  This report contains forward-looking statements with respect
to the financial condition, results of operation and businesses of Placer Sierra
Bancshares and First Financial Bancorp within the meaning of the Private
Securities Litigation Reform Act of 1995. These include statements that relate
to future financial performance and condition, and pending mergers. These
forward-looking statements involve certain risks and uncertainties, many of
which are beyond the Company's control. Factors that may cause actual results to
differ materially from those contemplated by such forward-looking statements
include, among others: (1) the receipt of regulatory and shareholder approval
for the acquisition; (2) the success of Placer Sierra Bancshares at integrating
First Financial Bancorp into its organization and achieving the targeted cost
savings; (3) deterioration in general economic conditions, internationally,
nationally or in the State of California; (4) increased competitive pressure
among financial services companies; (5) changes in the interest rate environment
reducing interest margins or increasing interest rate risk; (6) the impact of
terrorist acts or military actions; and (7) other risks detailed in periodic
reports filed by Placer Sierra Bancshares and First Financial Bancorp with the
Securities and Exchange Commission. Forward-looking statements speak only as of
the date they are made, and First Financial Bancorp does not undertake to update
forward-looking statements to reflect circumstances or events that occur after
the date the forward-looking statements are made.



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                                   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.

         Date:   September 22, 2004          First Financial Bancorp


                                             By:  /s/ALLEN R. CHRISTENSON
                                                  ___________________________
                                             Name:   Allen R. Christenson
                                                     Executive Vice President
                                                     Chief Financial Officer




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                                  EXHIBIT INDEX



EXHIBIT NO.                         DESCRIPTION

     4.1          Rights Agreement between First Financial Bancorp and Mellon
                  Investor Services LLC, dated as of June 15, 2001, including
                  Form of Right Certificate attached thereto as Exhibit B
                  (incorporated by reference to Exhibit 4 to Registration
                  Statement on Form 8-A filed by the registrant on June 28,
                  2001).

     4.2          Amendment dated as of September 7, 2004 to Agreement between
                  First Financial Bancorp and Mellon Investor Services LLC,
                  including an amended Summary of Rights to Purchase Common
                  Shares attached thereto as Exhibit A (incorporated by
                  reference to Exhibit 4.2 to Amendment No. 1 to Registration
                  Statement on Form 8-A of the registrant dated September 10,
                  2004)



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