8-A12B/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               Amendment No. 1 to


                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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

              CALIFORNIA                                     94-28222858
        ______________________                         ______________________
        State of Incorporation                         IRS Employer ID Number

               FIRST FINANCIAL BANCORP
       701 SOUTH HAM LANE, LODI, CALIFORNIA                   95242
       ____________________________________                   _____
Address of registrant's principal executive office           Zip Code


    Securities Act Registration Statement and file number to which this form
                          relates: ___ (if applicable)

        Securities to be registered pursuant to Section 12(b) of the Act:

        TITLE OF EACH CLASS                  NAME OF EACH EXCHANGE ON WHICH
        TO BE REGISTERED                     EACH CLASS IS TO BE REGISTERED
        ___________________                  ______________________________

        NONE                                 NONE
        ____                                 ____


If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box.
[ ]

If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]

        Securities to be registered pursuant to Section 12(g) of the Act:

                         PREFERRED SHARE PURCHASE RIGHTS
                                (Title of Class)





ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED



                  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
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

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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
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.

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                  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
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.

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                  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 and the Amendment thereto are
filed as Exhibits to this Registration Statement on Form 8-A, as amended. A copy
of the Rights Agreement and the Amendment are 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, as
amended, which is incorporated by reference to Exhibits 4.1 and 4.2 to this
Registration Statement.


ITEM 2.  EXHIBITS.

                  The exhibit list called for by this item is incorporated by
reference to the exhibit index to this Registration Statement.




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                                    SIGNATURE

                  Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereto
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



     NO.               DESCRIPTION
     ___               ___________

     4.1    Rights Agreement between First Financial Bancorp and Mellon Investor
            Services LLC, dated as of 4 June 15, 2001, including Form of Right
            Certificate attached thereto as Exhibit B (previously filed).

     4.2    Amendment dated as of September 7, 2004 to Agreement between First
            Financial Bancorp and Mellon 4 Investor Services LLC, including an
            amended Summary of Rights to Purchase Common Shares attached thereto
            as Exhibit A.


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EX-4.2

                                                                     Exhibit 4.2


                          AMENDMENT TO RIGHTS AGREEMENT

         This Amendment, dated as of September 7, 2004 (the "Amendment"), is to
the Rights Agreement dated as of June 15, 2001 (the "Rights Agreement"), between
First Financial Bancorp, a California corporation ( "the Company"), and Mellon
Investor Services, LLC (the "Rights Agent").

         WHEREAS, the Board of Directors of the Company has approved an
Agreement and Plan of Merger dated as of September 7, 2004 among Placer Sierra
Bancorp ("PSB"), a California corporation, its subsidiary Placer Sierra Bank
("PS Bank"), the Company, and the Company's subsidiary Bank of Lodi, N.A.
("BOL") providing for the merger of the Company with and into PSB and the merger
of BOL with and into PS Bank pursuant to a related merger agreement (such
agreements together, the "Merger Agreements");

         WHEREAS, the Merger Agreements contemplate that the Company, at the
time such agreements are executed, shall have taken all actions necessary to
prevent the Merger Agreements and the transactions contemplated therein from
triggering the Rights (as defined in the Rights Agreement) outstanding under the
Rights Agreement;

         WHEREAS, the Board of Directors has determined that this Amendment is
in the best interests of the Company and its shareholders; and

         WHEREAS, the Company and the Rights Agent have determined that,
pursuant to Section 27 of the Rights Agreement, the Rights Agreement may be
amended as set forth herein without the approval of the holders of the Rights.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the Company and the Rights Agent hereby agree as
follows:

         1. This Amendment shall become effective on the date that the Company
and PSB have both executed the Merger Agreements, immediately before such
execution.

         2. Subsection 1(a) of the Rights Agreement is hereby amended to include
the following additional sentence to immediately follow the current language
therein: "Notwithstanding the foregoing, neither Placer Sierra Bancorp, a
California corporation, nor any of its Affiliates or Associates, shall be an
`Acquiring Person.'"

         3. Section 1 of the Rights Agreement is hereby amended to include a new
Subsection 1(aa) which shall read as follows: "`Section 11(a)(ii) Event' shall
mean any Trigger Event or any other event set forth in Section 11(a)(ii)."

         4. Section 1 of the Rights Agreement is hereby amended to include a new
Subsection 1(bb) which shall read as follows:




         "Section 13 Event" shall mean any event described in clause (i), (ii),
         (iii) or (iv) of Section 13(a) of this Agreement, other than the
         delivery, execution or performance or consummation of any of the
         transactions contemplated in the Agreement and Plan of Reorganization
         dated as of September 7, 2004 between Placer Sierra Bancorp, a
         California corporation and the Company and the related Merger
         Agreement.

         5. Section 1 of the Rights Agreement is hereby amended to include a new
Subsection 1(cc) which shall read as follows: "`Triggering Event'" shall mean
any Section 11(a)(ii) Event or any Section 13 Event."

         6. The Rights Agreement is hereby amended to include a new Subsection
(v) to Section 11(a) thereof which shall read as follows:

         (v) Notwithstanding anything in this Agreement to the contrary, the
         execution, delivery, performance or consummation of any of the
         transactions contemplated in the Agreement and Plan of Reorganization
         dated as of September 7, 2004 between Placer Sierra Bancorp and the
         Company and the related Merger Agreement will not be deemed to be a
         TriggeringEvent.

         7. Section 13 of the Rights Agreement is hereby amended to include a
new Subsection 13(f) which shall read as follows:

         (f) Notwithstanding anything in this Agreement to the contrary, this
         Section 13 shall not be applicable to the execution, delivery, or the
         performance or consummation of any of the transactions contemplated in,
         the Agreement and Plan of Reorganization dated as of September 7, 2004
         between Placer Sierra Bancorp and the Company and the related Merger
         Agreement none of such events or occurrences shall be deemed to be a
         Triggering Event.

         8. The form of Summary of Rights to Purchase Preferred Shares attached
as Exhibit C to the Rights Agreement is hereby replaced in its entirety by the
form of Summary of Rights to Purchase Common Shares attached as Exhibit A
hereto.

         9. As promptly as practicable following the date of this Amendment, the
Company shall take all appropriate actions to cause the legend on the
certificates for the Common Stock referring to the Rights Agreement to make
reference to this Amendment.

         10. This Amendment shall be limited solely to the matters expressly set
forth herein and shall not (a) prejudice any right or rights which the Company
may now have or may in the future have under or in connection with the Rights
Agreement or any instruments or agreements referred to therein or (b) except to
the extent expressed as set forth herein, modify the Rights Agreement or any
Rights, or any instruments or agreements referred to therein.

         11. Unless defined herein, all capitalized terms shall have the
meanings provided in the Rights Agreement.

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         12. This Amendment shall be deemed to be a contract under the laws of
the State of New York and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

         13. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument. Signatures by facsimile transmission are deemed acceptable.

         14. This Amendment shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the registered holders of the Rights Certificates
(and, prior to the Distribution Date, the Company's common shares). Nothing in
this Amendment shall be construed to give any person other than the Company, the
Rights Agent and the registered holders of the Rights Certificates (and, prior
to the Distribution Date, the Company's common shares) any legal or equitable
right, remedy or claim under this Amendment and the Merger Agreement.

         IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective corporate seals to be hereto affixed and attested,
all as of the date and year first above written.

                             FIRST FINANCIAL BANCORP


                             By:      /s/LEON J. ZIMMERMAN
                                  _______________________________________
                                         Leon J. Zimmerman

                             Its:     PRESIDENT & CHIEF EXECUTIVE OFFICER
                                  _______________________________________

                             MELLON INVESTOR SERVICES, LLC


                             By:         /s/CECIL D. BOBEY
                                  _______________________________________
                                            Cecil D. Bobey

                             Its:     ASSISTANT VICE PRESIDENT
                                  _______________________________________


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