SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
----------------------------------------

FORM 10-K/A

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

FOOTHILL INDEPENDENT BANCORP
(Exact name of Registrant as specified in its charter)

California 95-3815805
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)

510 South Grand Avenue, Glendora, California 91741
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (909) 599-9351

Securities registered pursuant to Section 12(b) of the Act: None

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

Rights to Purchase
Common Stock
------------------
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

As of April 14, 2000 the aggregate market value of the voting shares
held by non-affiliates of the Registrant was approximately $ $42,236,200 (based
upon the closing price for shares of the Registrant's Common Stock as reported
on the NASDAQ National Market). Shares of Common Stock held by each officer,
director and holder of 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.

As of April 14, 2000, a total of 5,324,948 shares of Common Stock,
without par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

NAME & POSITIONS AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---------------- --- --------------------------------------------

George Langley 59 Mr. Langley has served as President and Chief Executive
President, Chief Executive Officer of the Company and the Bank since 1992. From
Officer and Director 1976 when he joined the Bank until 1992, Mr. Langley
served as an Executive Vice President, Chief Financial
Officer and Secretary of the Company and the Bank. Mr.
Langley has served on numerous community and professional
boards throughout his career and currently serves as
Treasurer on the Board of the Glendora Public Library
Friends Foundation, and is a board member of Casa Colina,
Inc.

Donna Miltenberger 44 Ms. Miltenberger has served as Executive Vice President
Executive Vice President, and Chief Operating Officer of the Company and the Bank
Chief Operating Officer since 1997. From 1992 to 1997, Ms. Miltenberger served
and Director in various executive capacities, including Executive Vice
President and Chief Administrative Officer, with the
Company and the Bank. Prior to joining Foothill in 1992,
Ms. Miltenberger served as Executive Vice President for
CVB Bancorp and Chino Valley Bank, and President of a
subsidiary of CVB Bancorp which provided data processing
services to other financial institutions. During Ms.
Miltenberger's 26-year career, she has served on boards of
various community and professional organizations, and is
currently President of Chino Commerce Center.

Tom Kramer 57 Mr. Kramer was appointed Executive Vice President - Chief
Executive Vice President Credit Officer of the Bank in April 1994, as well as,
and Secretary Secretary of the Company and Bank in April 1992 and has
been an Executive Vice President of the Company since its
organization in December 1982. From 1979 to 1982, Mr.
Kramer held various executive positions with the Bank,
including Senior Vice President - Loan Administrator and
Assistant Secretary.

Carol Ann Graf 54 Ms. Graf was appointed Chief Financial Officer and
Chief Financial Officer Assistant Secretary of the Company and First Vice
and Assistant Secretary President, Chief Financial Officer and Assistant
Secretary of the Bank in August 1992 and Senior Vice
President, Chief Financial Officer and Assistant Secretary
in January 1997. From April 1988 to August 1992, Ms. Graf
served as Vice President and Controller, and from June
1984 to April 1988 as Assistant Vice President and
Controller, of the Bank. From 1977 when she joined the
Bank until June 1984, Ms. Graf held other positions with
the Bank, including Loan Officer. Ms. Graf has served on
the boards of several community organizations during the
past 35 years, and currently is a member of Soroptimist
International of Azusa - Glendora.

Richard Galich 60 Dr. Galich is a doctor of Otolaryngology - Head and Neck
Director Surgery with a Bachelor of Arts degree from Indiana
University and Doctor of Medicine from Loyola
University/Chicago, Illinois. Since 1972, Dr. Galich has
been in private practice in Glendora and West Covina,
California. Dr. Galich served as Chairman of the Board at
San Dimas Community Hospital and Chief of Medical Staff
for Foothill Presbyterian Hospital. He is a Fellow,
American College of Surgeons and American Academy of
Otolaryngology - Head and Neck Surgery.

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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)

NAME AND POSITIONS AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
------------------ --- --------------------------------------------

William Landecena 75 Mr. Landecena has been a director of Foothill Independent
Chairman of the Board Bank since the Bank's inception. Prior to 1981, Mr.
and Director Landecena owned and operated Arrow Meat Company located
in Upland, California. Since 1981, Mr. Landecena has
worked as a private investor and manager, primarily in
the Inland Empire area. Mr. Landecena is active in the
Upland YMCA where he serves on the Board and is Chairman
of the building committee. He is a charter member (1965)
of the Upland Foothill Kiwanis and has been a volunteer
SCORE (Service Corp of Retired Executives) Counselor for
the U. S. Small Business Administration for seven years.

O. L. Mestad 77 Dr. Mestad has been a director since the Bank's inception
Director and served as Chairman of the Board for eight of those
years. Dr. Mestad was engaged in the private practice of
dentistry for 30 years, retiring in 1983. During that
time, Dr. Mestad served on numerous community and
professional boards. Currently, Dr. Mestad is Chairman
of the Board at Foothill Presbyterian Hospital, a member
of the board of directors of Citrus Valley Health
Partners, and a trustee of the Governance Forum of the
California Hospital Association.

George Sellers 59 Mr. Sellers is an Accountant and Enrolled Agent licensed
Director by the Internal Revenue Service to represent tax payers.
Mr. Sellers has owned Merchants Bookkeeping since 1974
which provides various accounting and tax services to
local businesses, non-profit organizations, and
individuals located primarily in the greater San Gabriel
Valley and the Inland Empire. Mr. Sellers has served on
several community boards during the past 30 years,
including the American Youth Soccer Organization, and
currently is a member in the West End Service Club and
Upland Foothill Kiwanis.

Max Williams 55 Mr. Williams is a licensed architect with a Bachelor's
Director degree in Architecture and a Master's degree in Urban and
Regional Planning. He is, and since 1979 has been, the
owner and president of his own architectural firm. Prior
to 1979, Mr. Williams was employed as an architect by
independent real estate development and architectural
firms, including Lewis Development Company and William L.
Pereira Associates. Mr. Williams also is a member, and a
past president of the Inland California Chapter, of the
American Institute of Architects.

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ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth compensation received for the three
fiscal years ended December 31, 1999, by the Company's Chief Executive Officer,
and the other executive officers whose aggregate cash compensation for services
rendered to the Company in all capacities in 1999 exceeded $100,000
(collectively, the "Named Officers"):

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
Awards
Annual Compensation -------------
Name and Principal ---------------------------------- Stock Options All Other
Position Year Salary($) Bonus($)(1) (Shares) Compensation
------------------ ---- ----------- ----------- ------------- ------------

George E. Langley 1999 $269,939(2) $135,785 25 $29,017(3)
President and Chief 1998 269,695(2) 124,242 -0- 26,688(3)
Executive Officer of the 1997 235,048(2) 120,975 20,000 17,714(3)
Company and the Bank

Tom Kramer 1999 167,101 28,771 25 20,301(4)
Executive Vice President, 1998 158,303 76,404 -0- 17,061(4)
Chief Credit Officer and 1997 154,103 76,404 5,000 13,259(4)
Secretary of the Company
and Bank

Donna Miltenberger 1999 191,114(5) 86,160 10,025 5,966(6)
Executive Vice President 1998 166,012(5) 79,328 10,000 4,300(6)
and Chief Operating 1997 146,969 79,328 15,000 3,268(6)
Officer of the Company
& Bank

Carol Ann Graf 1999 78,444 13,420 150 8,293(8)
Senior Vice President, 1998 69,955(7) 12,613 5,000 9,148(8)
Chief Financial Officer, 1997 66,326(7) 10,542 5,000 7,775(8)
Assistant Secretary of
the Company and Bank

- --------------------------

(1) Bonuses paid to the Named Officers are pursuant to annual incentive
compensation programs established each year for all employees of the Bank,
including the Bank's executive officers. Under this program, performance
goals, relating to such matters as deposit and loan growth, improvements in
loan quality and profitability were established each year. Incentive
compensation, in the form of cash bonuses, was awarded based on the extent
to which the Bank achieved or exceeded the performance goals.

(2) Salary figures for Mr. Langley include directors' fees paid to him by the
Company and the Bank in each year presented.

(3) Includes above-market earnings of $20,749, $18,508 and $14,381 accrued in
1999, 1998 and 1997, respectively, on compensation deferred in the years
1985 through 1988 under a deferred compensation plan in effect during that
period designed to provide retirement benefits for officers and other key
management employees (the "1985 Deferred Compensation Plan") and employer
contributions to the Company's 401(k) Plan (the "401k Plan") of $8,268 in
1999, $8,180 in 1998 and $3,333 in 1997.

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(4) Includes above-market earnings of $14,555, $12,920 and $10,048 accrued in
1999, 1998 and 1997,respectively, on compensation deferred in 1985 through
1989 by Mr. Kramer under the 1985 Deferred Compensation Plan and employer
contributions to the 401k Plan of $5,746 in 1999, $4,141 in 1998 and $3,210
in 1997.

(5) Salary figures for Ms. Miltenberger include director's fees paid to her by
the Company and the Bank in 1999 and in the months of October, November and
December of 1998.

(6) Includes employer contributions to the 401k Plan of $5,966 in 1999, $4,300
in 1998 and $3,268 in 1997.

(7) Salary figures for Ms. Graf include board secretary fees paid to her by the
Company and the Bank in each year presented.

(8) Includes above-market earnings of $5,885, $5,243 and $4,089 accrued in 1999,
1998 and 1997, respectively, on compensation deferred in 1985 through 1989
by Ms. Graf under the 1985 Deferred Compensation Plan and employer
contributions to the 401k Plan of $2,407 in 1999, $3,905 in 1998 and $3,676
in 1997.

STOCK OPTIONS

Option Grants in 1999. The following table provides information on
option grants in fiscal 1999 to the Named Officers.

Potential
Percent of Realizable Value of
Total Options at Assumed
Options Annual Rates of
Granted to Stock Price
All Appreciation for
Options Employees Exercise Option Terms (5)
Granted in In Fiscal Price Expiration -------------------
Name 1999 1999(3) ($/Share)(4) Date 5% 10%
---- ---------- ---------- ------------ ---------- ------- --------

George Langley 25(1) 0.08% $14.75 3/30/09 $ 161 $ 474

Donna Miltenberger 25(1) 14.75 3/30/09 161 474

10,000(2) 32.65% 12.875 9/9/09 83,050 208,450

Tom Kramer 25(1) 0.08% 14.75 3/30/09 161 474

Carol Ann Graf 25(1) 14.75 3/30/09 161 474

50(1) 13.875 6/29/09 365 992

75(1) 0.49% 11.875 9/29/09 698 1,488

- ---------------------

(1) Shares become exercisable immediately.

(2) Shares become exercisable in 2 annual installments of 2,384 shares 1/1/00
and 7,616 shares 1/1/01.

(3) Options to purchase an aggregate of 30,700 shares were granted to all
employees in fiscal 1999, including the named officers.

(4) The exercise price may be paid by delivery of already-owned shares.

(5) There is no assurance that the values that may be realized by an executive
on exercise of his options will be at or near the value estimated in the
table, which utilizes arbitrary compounded rates of growth of stock price of
5% and 10% per year.

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FISCAL YEAR-END OPTION VALUES. None of the Named Officers exercised any
options in 1999. The following table provides information with respect to the
value of unexercised "in-the-money" options held by the Named Officers as of
December 31, 1999.

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY-End (#) Options at FY-End ($)
--------------------------- ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

George E. Langley 93,520 -0- $ 587,935 $ -0-

Tom Kramer 58,976 -0- 377,863 -0-

Donna Miltenberger 64,405 10,000 273,565 1,250

Carol Ann Graf 13,666 3,938 50,561 1,350

- -------------------

(1) The average of the high and low prices of the Company's common stock on
December 31, 1999 on the NASDAQ National Market System was $13.00.

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COMPENSATION COMMITTEE INTERLOCKS

The Members of the Compensation Committee of the Board of Directors in
1999 were O. L. Mestad , William V. Landecena, Richard Galich, George Sellers,
all of whom are non-employee Directors of the Company and the Bank, and George
E. Langley, the President and Chief Executive Officer of the Company and the
Bank.

Mr. Langley's primary role on the Compensation Committee is to provide
input on the performance of the Company's executive officers and other key
management employees, and Mr. Langley does not participate in the deliberations,
and he does not vote on decisions, regarding his compensation.

DIRECTOR'S COMPENSATION

During fiscal 1999 the Bank paid the Chairman of the Board of Directors
$1,950 per month and each other director, including Mr. Langley and Ms.
Miltenberger, $1,550 per month in directors' fees for services and attendance at
Board and committee meetings, and each director received $454 per month as
reimbursement for health insurance premiums.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Based upon information made available to the Company, the Company
believes that all filing requirements under Section 16(a) of the Securities
Exchange Act of 1934 applicable to its directors, officers and any persons
holding 10 percent or more of the Company's common stock were satisfied with
respect to the Company's fiscal year ended December 31, 1999.

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SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is certain information as of April 14, 2000 regarding
the number of shares of the Company's common stock owned by (i) each person who
we know owns more than 5% of the outstanding shares of common stock of the
Company, (ii) each director and executive officer of the Company, and (iii) all
directors and executive officers as a group.

Amount and Nature
of
Name Beneficial Ownership Percent of Class
---- -------------------- ----------------

William V. Landecena 368,562(1) 6.82%

O. L. Mestad 276,292(2) 5.11%

George E. Langley 206,783(3) 3.82%

Richard Galich 135,401(4) 2.54%

Tom Kramer 120,107(5) 2.23%

Donna Miltenberger 118,926(6) 2.21%

Max Williams 81,653(7) 1.52%

Carol Ann Graf 34,647(8) 0.65%

George Sellers 32,813(4) 0.61%

All Directors and Executive 1,375,185(9) 23.62%
Officers of the Company as a
group (9 in number)

- ---------------

(1) Includes 81,488 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000. The shares
beneficially owned by Mr. Landecena include shares held in several trusts
established by Mr. Landecena.

(2) Includes 84,703 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.

(3) Includes 93,520 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.

(4) Includes 14,500 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.

(5) Includes 58,976 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.

(6) Includes 66,789 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.

(7) Includes 64,071 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.

(8) Includes 17,604 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.

(9) Includes an aggregate of 496,151 shares of common stock subject to
outstanding stock options exercisable during the 60-day period ending June
14, 2000.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: April 21, 2000 FOOTHILL INDEPENDENT BANCORP

By: /s/ GEORGE E. LANGLEY
---------------------------------
George E. Langley, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment on Form 10K/A has been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ GEORGE E. LANGLEY President, Chief Executive Officer and April 21, 2000
- ------------------------------------ Director
George E. Langley

/s/ CAROL A GRAF Senior Vice President (Principal Financial April 21, 2000
- ----------------------------------- and Principal Accounting Officer)
Carol A. Graf

/s/ RICHARD GALICH * Director April 21, 2000
- ------------------------------------
Robert S. Throop

/s/ WILLIAM V. LANDECENA* Director April 21, 2000
- -----------------------------------
William V. Landecena

/s/ O. L MESTAD* Director April 21, 2000
- ------------------------------------
O. L. Mestad

/s/ DONNA MILTENBERGER* Executive Vice President, Chief Operating April 21, 2000
- ----------------------------------- Officer and Director
Donna Miltenberger

/s/ GEORGE SELLERS* Director April 21, 2000
- ------------------------------------
George Sellers

/s/ MAX WILLIAMS* Director April 21, 2000
- ------------------------------------
Max Williams

*By: /s/ GEORGE E. LANGLEY April 21, 2000
-----------------------------------
George E. Langley, Attorney-in-Fact

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EXHIBIT INDEX

Exhibit
No. Description
- ------- -----------

3.4* Amendment of Bylaws adopted February 15, 2000
relating to nominating and shareholder proposal
procedures

21* Subsidiaries

23.1* Consent of Independent Certified Public Accountants

23.2 Consent of Independent Certified Public Accountants
with respect to the Financial Statements of
Registrant's 401k Plan included as Exhibit 99.1 to this
Report

27.1* Financial Data Schedule

99.1 Financial Statements of registrant's 401k Plan (Partners in
Your Future) required by Form 11-K, which is being filed as
part of this Annual Report pursuant to Rule 15d-21 under the
Securities Exchange Act of 1934

- ------------------------

* Previously Filed