SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

FOOTHILL INDEPENDENT BANCORP
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2

LOGO

FOOTHILL INDEPENDENT BANCORP

May 14, 1999

DEAR FELLOW SHAREHOLDER:

Your Board of Directors wants to take the opportunity to thank each of you
for the overwhelming show of support you have given us. With such a strong show
of support from you, our shareholders, we are more confident than ever that we
will be able to successfully implement our plan for enhancing shareholder value
for all of our shareholders.

In 1998, your Board of Directors recognized a unique opportunity for
Foothill to increase our share of the market in our service areas. To take
advantage of this opportunity, we implemented new marketing programs promoting
our well-earned reputation for providing a high level of customer service to
local businesses and customers. These programs have enabled us to attract new
customers and increase lower cost deposits and have led to increased
profitability. At the same time we implemented a number of cost-cutting measures
that have improved the efficiency of our operations and further increased our
profitability.

As indicated below, Foothill's recent results of operations confirm that
these programs have succeeded in achieving substantial improvements in our
profitability and in enhancing shareholder value:

- In 1998, our 25th anniversary, Foothill achieved record net earnings of
$5.1 million, an increase of 12.1% over our 1997 net earnings of $4.5
million, and an 8% increase in per share earnings to $0.80 from $0.74 in
1997.

- Our momentum continued to grow in the first quarter of 1999. During that
quarter we achieved record net earnings of $1.5 million, a 50% increase
over our net earnings of $1.0 million in the first quarter of 1998, and a
50% increase in earnings per share to $0.24 per share from $0.16 per
share in the first quarter of 1998. In addition, as indicated below, all
of our performance ratios improved substantially in relation to the 31
other California banks that have total assets between $250 and $750

million ("Peer Group Banks"):

================================================================================
510 South Grand Ave. Glendora, California 91741 (626) 963-8551 (909) 599-9351
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PEER GROUP
FIRST QUARTER 1999 FOOTHILL(1) BANKS(1)(2)
------------------ ----------- -----------

Return on Average Assets..................... 1.30% 1.17%

Return on Average Equity..................... 12.46% 13.27%

Net Interest Margin(3)....................... 6.29% 5.45%

Efficiency Ratio(4).......................... 65.65% 66.23%

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(1) All information obtained from SNL Securities, L.P. (consent to
reference was neither sought nor obtained).

(2) A list of the Peer Group Banks is enclosed.

(3) Net interest margin measures the difference between interest
earnings and the interest costs of a bank. As a general rule,
the higher the net interest margin, the greater the income that
a bank can make.

(4) A lower efficiency ratio means a more efficient bank. As a
result, Foothill's efficiency ratio is better than the average
efficiency ratio of the Peer Group Banks.

- During the period from January 1, 1997 through May 13, 1999, the market
value of your shares has increased by more than 69% (as adjusted for
stock dividends and assuming reinvestment of cash dividends), which
represents an annual equivalent return in excess of 25%.

YOUR BOARD OF DIRECTORS UNANIMOUSLY BELIEVES THAT FOOTHILL HAS AN
UNPRECEDENTED OPPORTUNITY TO GAIN MARKET SHARE, DRIVE FURTHER IMPROVEMENTS IN
PROFITABILITY AND THEREBY FURTHER ENHANCE THE VALUE OF YOUR SHARES BY "STAYING
THE COURSE." FOR THIS REASON, YOUR BOARD OF DIRECTORS IS NOT PREPARED TO ABANDON
THIS OPPORTUNITY IN FAVOR OF WHAT WE BELIEVE WOULD BE THE "FIRE SALE" WHICH
BASSWOOD IS URGING US TO INITIATE.

We understand that Basswood owns shares in a total of 16 banks based in
California and approximately 55 banks located in other states. We believe that
it would be to Basswood's advantage to push Foothill into a sale with one of
those banks because such an acquisition could result in a significant increase
in the value of the acquiring bank's shares, including those held by Basswood.
HOWEVER, EXCEPT FOR BASSWOOD, MOST OF FOOTHILL'S SHAREHOLDERS ARE NOT LIKELY TO
BE ABLE TO SHARE IN THAT BENEFIT. Also, we believe that, under such
circumstances, completing such a sale might well be more important to Basswood
and its nominee, Matthew Lindenbaum, than getting the highest price for all of
Foothill's shareholders, if such a sale were to increase the value of Basswood's
investment in the acquiring bank. As a result, we believe that electing Matthew
Lindenbaum as a director is like "letting the fox into the hen house."

Basswood cites three mergers involving California banks for the proposition
that a sale of Foothill could result in a premium of 27.92% (for Bank of
Commerce/San Diego, announced in February 1999) to 35.03% (for Bay Area
Bancshares, announced in January 1999) over the current market value of
Foothill's shares. However, what Basswood did not tell you is that there have
been other recently announced bank acquisitions at significantly lower premiums.
For example, Valley National Corp., which is included in the Peer Group Banks,
announced this week that it has agreed to be acquired at a price which, based on
its recent SEC filings, appears to represent a premium to market of
approximately 20%. Another Peer Group Bank, Regency Bancorp, recently announced
that it has agreed to be acquired at a price representing a premium to market of
approximately 13%. In each of these cases, the premium is calculated based on
the closing market price of the acquired bank's common stock as of the date one
day prior to the public announcement of the acquisition. We think it is
important for you to understand that, based on the closing market
price of our shares on May 12, 1999, premiums to market of 20% and 13% translate
into share prices of $17.40 and $16.39, respectively, and premiums of only $2.90
per share and $1.89 per share, respectively.
4

As your fellow shareholders, we are confident that we can do better for you
than that, if we are allowed to pursue our strategies for achieving further
growth. Please don't forget that, as one of the largest and strongest
independent banking corporations based in our service areas, Foothill is in an
ideal position to grow its franchise and, by that means, increase earnings and
the value of your shares. We urge you not to squander the value of Foothill's
franchise and the opportunities that exist for further increasing the value of
your shares through a precipitous sale of Foothill, which is the Lindenbaums'
goal.

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We are enclosing an additional WHITE Proxy Card. EVEN IF YOU HAVE ALREADY
VOTED, WE URGE YOU TO SIGN AND DATE THE ENCLOSED WHITE PROXY CARD AND RETURN IT
IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. Since only your latest dated proxy
will be counted, signing, dating and returning the WHITE Proxy Card will insure
that your vote is counted.

IN ADDITION, PLEASE DO NOT SIGN AND DO NOT RETURN ANY BLUE PROXY CARD THAT
YOU MAY HAVE RECEIVED OR MAY RECEIVE FROM BASSWOOD. Signing and returning the
Blue Proxy Card, even to vote against Basswood's nominee, could make it easier
for Basswood to elect Matthew Lindenbaum to replace one of the incumbent
directors standing for election.

If your shares are held in the name of a bank, broker or other nominee,
only your bank or broker can vote your shares and only upon your specific
instructions. Please contact the person responsible for your account and
instruct him or her to vote the WHITE Proxy Card as soon as possible.

If you have any questions or need assistance in completing the WHITE Proxy
Card, please call our solicitor: MacKenzie Partners, Inc., toll free, at
1-800-322-2885. Thank you again for your support.

Sincerely,

WILLIAM V. LANDECENA, CHAIRMAN GEORGE E. LANGLEY O. L. MESTAD
MAX E. WILLIAMS GEORGE SELLERS
DONNA MILTENBERGER RICHARD GALICH

LIST OF PEER GROUP BANKS

Bank of Commerce
The Bank of Hemet
Bank of Santa Clara
Borel Bank & Trust Company
BWC Financial Corp.
BYL Bancorp
California Independent Bancorp
Capital Corp of the West
Central Coast Bancorp
Civic BanCorp
Community West Bancshares
Coast Bancorp
Desert Community Bank
Fallbrook National Bank
First Regional Bancorp
FOOTHILL INDEPENDENT BANCORP
Mid-State Bancshares
Nara Bank, N.A.
National Mercantile Bancorp
North County Bancorp
North Valley Bancorp
Orange National Bancorp
The Pacific Bank, N.A.
Pacific Crest Capital, Inc.
Professional Bancorp Inc.
Redwood Empire Bancorp
Regency Bancorp
Six Rivers National Bank
SJNB Financial Corp.
Valley National Corp.
VIB Corp
Wilshire State Bank

CERTAIN ADDITIONAL INFORMATION: Foothill Independent Bancorp is soliciting
proxies for the election of the Board's nominees at the Annual Meeting of
Shareholders to be held on May 25, 1999 and may solicit revocations of any
proxies delivered to Basswood Financial Partners, L.P. Foothill and the
following individuals may be deemed to be "participants" in the solicitation of
proxies by Foothill: William V. Landecena; George E. Langley; Donna
Miltenberger; Tom Kramer; Richard Galich; O. L. Mestad; George Sellers; and Max
E. Williams. As of April 2, 1999, those individuals beneficially owned, in the
aggregate, 1,239,464 shares of Foothill Common Stock, which includes 446,942
shares that may be acquired on exercise of options and assuming such options
were exercised, would represent 19% of the outstanding shares.