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