As filed with the Securities and Exchange Commission on May 1, 1995 Registration No. 33-40954 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 FIRST FINANCIAL BANCORP (Exact name of issuer as specified in its charter) California	(State of Incorporation) 95-2822858 (I.R.S. Employer Identification No.) 701 South Ham Lane, Lodi, California 95242 (Address of principal executive office) First Financial Bancorp 1991 Director Stock Option Plan First Financial Bancorp 1991 Employee Stock Option Plan (Full title of the plans) Daniel R. Anderson President and Chief Executive Officer First Financial Bancorp 701 South Ham Lane, California 95242 (Name and address of agent for service) (209) 367-2000 (Telephone number, including area code, of agent for service of process) This Post-Effective Amendment No. 1 to Registration Statement, including exhibit, consists of 7 sequentially numbered pages. The Exhibit Index is located at page 5. Page 1 Part II, Item 8 of this Registration Statement is hereby amended by adding the Amendment to First Financial Bancorp 1991 Director Stock Option Plan dated March 8, 1995, effective as of April 25, 1995, as a new Exhibit 4.3. Item 8. Exhibits 4.3 Amendment to First Financial Bancorp 1991 Director Stock Option Plan dated March 8, 1995, effective as of April 25, 1995. Page 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, at Lodi, California, on this 25th day of April, 1995. FIRST FINANCIAL BANCORP /s/ Daniel R. Anderson Daniel R. Anderson President and Chief Executive Officer Power of Attorney Each person whose signature appears below on this Post-Effective Amendment No. 1 to Registration Statement hereby constitutes and appoints Daniel R. Anderson, Leon Zimmerman and David M. Philipp, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign registration statements pursuant to the Securities Act of 1933, as amended, relating to the registration of shares of Common Stock of First Financial Bancorp to be offered pursuant to the First Financial Bancorp 1991 Director Stock Option Plan and the First Financial Bancorp 1991 Employee Stock Option Plan and to sign any and all amendments (including post-effective amendments and amendments thereto) to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Page 3 Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature, Title, Date /s/ Daniel R. Anderson Date April 25, 1995 Daniel R. Anderson President, Chief Executive Officer and Director (Principal Executive Officer) /s/ David M. Philipp Date April 25, 1995 David M. Philipp Senior Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) /s/ Bozant Katzakian Date April 25, 1995 Chairman of the Board of Directors /s/ Angelo J. Anagnos Date April 25, 1995 Angelo J. Anagnos Director /s/ Raymond H. Coldani Date April 25, 1995 Raymond H. Coldani Director /s/ Benjamin R. Goehring Date April 25, 1995 Benjamin R. Goehring Director /s/ Frank M. Sasaki Date April 25, 1995 Frank M. Sasaki Director /s/ Weldon D. Schumacher April 25, 1995 Weldon Schumacher Director /s/ Dennis R. Swanson April 25, 1995 Dennis R. Swanson Director Page 4 EXHIBIT INDEX Exhibit No. 4.3	 Amendment to First Financial Bancorp 1991 Director Stock Option Plan dated March 8, 1995, effective as of April 25, 1995 Page 5