SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                              (Amendment Number 4)

                            First Financial Bancorp.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    320209109
                                 (CUSIP Number)

                                December 31, 2002
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see Notes).

                                  SCHEDULE 13G

CUSIP No. 320209109
----------------------------------------------------------------------------
1.       Names of Reporting Persons I.R.S. Identification Nos. of Above
         Persons (Entities Only)
         First Financial Bancorp.
         I.R.S. ID No. 31-1042001
----------------------------------------------------------------------------
2.       Check the Appropriate Box if a Member of a Group
         (a) [  ]
         (b) [  ]
----------------------------------------------------------------------------
3.       SEC Use Only

----------------------------------------------------------------------------
4.       Citizenship or Place of Organization
         Ohio

----------------------------------------------------------------------------
                    5. Sole Voting Power
                       9,658,761

 Number of Shares   --------------------------------------------------------
Beneficially Owned  6. Shared Voting Power
     by Each           0
    Reporting       --------------------------------------------------------
   Person with:     7. Sole Dispositive Power
                       4,385,207
                    --------------------------------------------------------
                    8. Shared Dispositive Power
                       4,911,526

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

----------------------------------------------------------------------------
9.       Aggregate Amount Beneficially Owned By Each Reporting Person
         9,750,507

----------------------------------------------------------------------------
10.      Check Box if the Aggregate Amount in Row (9) Excludes Certain
         Shares                                                         [ ]
----------------------------------------------------------------------------
11.      Percent of Class Represented by Amount in Row (9)   21.07%
----------------------------------------------------------------------------
12.      Type of Reporting Person
         HC

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


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                                  SCHEDULE 13G

CUSIP No. 320209109
----------------------------------------------------------------------------
1.       Names of Reporting Persons I.R.S. Identification Nos. of Above
         Persons (Entities Only)
         First Financial Bank, N.A.
         I.R.S. ID No. 31-0308605
----------------------------------------------------------------------------
2.       Check the Appropriate Box if a Member of a Group
         (a) [  ]
         (b) [  ]
----------------------------------------------------------------------------
3.       SEC Use Only

----------------------------------------------------------------------------
4.       Citizenship or Place of Organization
         U.S.A.

-----------------------------------------------------------------------------
                    5. Sole Voting Power
                       9,307,096
 Number of Shares   --------------------------------------------------------
Beneficially Owned  6. Shared Voting Power
     by Each           0
    Reporting       --------------------------------------------------------
   Person with:     7. Sole Dispositive Power
                       4,094,385
                    --------------------------------------------------------
                    8. Shared Dispositive Power
                       4,832,926
                    --------------------------------------------------------

----------------------------------------------------------------------------
9.       Aggregate Amount Beneficially Owned By Each Reporting Person
         9,373,151

----------------------------------------------------------------------------
10.      Check Box if the Aggregate Amount in Row (9) Excludes Certain
         Shares                                                         [ ]
----------------------------------------------------------------------------
11.      Percent of Class Represented by Amount in Row (9)  20.25%
----------------------------------------------------------------------------
12.      Type of Reporting Person
         BK

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


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Item 1(a)         Name of Issuer:
                  First Financial Bancorp.

Item 1(b)         Address of Issuer's Principal Executive Offices:
                  300 High Street
                  Hamilton, Ohio 45011

Item 2(a)         Name of Person(s) Filing:
                  First Financial Bancorp.
                  First Financial Bank, N.A.

Item 2(b)         Address of Principal Business Office:
                  300 High Street
                  Hamilton, Ohio 45011

Item 2(c)         Citizenship:
                  Ohio

Item 2(d)         Title of Class of Securities:
                  Common Stock

Item 2(e)         CUSIP Number:
                  320209109

Item 3            If this statement is filed pursuant to Sections 240.13d-1(b)
                  or 240.13d-2(b) or (c), check whether filing person(s) is
                  (are):

(a)    [ ]   Broker or dealer registered under Section 15 of the Act.
(b)    [x]   Bank as defined in Section 3(a)(6) of the Act.
(c)    [ ]   Insurance company as defined in Section 3(a)(19) of the Act.
(d)    [ ]   Investment company registered under Section 8 of the Investment
             Company Act.
(e)    [ ]   Investment adviser registered under Section 203 of the Investment
             Advisers Act of 1940.
(f)    [ ]   Employee benefit plan, pension fund which is subject to provisions
             of Employee Retirement Income Security Act of 1974 or endowment
             fund; see Rule 13d-1(b)(1)(ii)(F).
(g)    [x]   Parent Holding Company in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)    [ ]   Savings associations as defined in Section 3(b) of the Federal
             Deposit Insurance Act
(i)    [ ]   a church plan that is excluded from the definition of an investment
             company under Section 3(c)(14) of the Investment Company Act of
             1940
(j)    [ ]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


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Item 4     Ownership

(a)      Amount Beneficially Owned: 9,750,507

(b)      Percent of Class: 21.07%

(c)      Number of Shares as to which First Financial Bancorp. has:

         (i)    Sole power to vote or direct the vote: 9,658,761

         (ii)   Shared power to vote or direct the vote: 0

         (iii)  Sole power to dispose or to direct the disposition of: 4,385,207

         (iv)   Shared power to dispose or to direct the disposition of:
                4,911,526

         Number of Shares as to which First Financial Bank, N.A. has:

         (i)    Sole power to vote or direct the vote: 9,307,096

         (ii)   Shared power to vote or direct the vote: 0

         (iii)  Sole power to dispose or to direct the disposition of: 4,094,385

         (iv)   Shared power to dispose or to direct the disposition of:
                4,832,926

Item 5     Ownership of Five Percent or Less of a Class
           N/A

Item 6     Ownership of More than Five Percent on Behalf of Another Person
           The securities covered by this Schedule are held in trust, agency or
           custodial capacities by First Financial Bank, N.A. and three
           additional wholly owned bank subsidiaries of First Financial Bancorp.
           The three additional bank subsidiaries each hold less than one
           percent of the shares of First Financial Bancorp. To their knowledge,
           no person has the right to direct the receipt of dividends from, or
           the proceeds from the sale of, more than five percent of such
           securities.

Item 7     Identification and Classification of the Subsidiary Which Acquired
           the Security Being Reported on by the Parent Holding Company
           First Financial Bancorp. is a parent holding company in accordance
           with Rule 13d-1(b)(1)(ii)(G); First Financial Bank, N.A., its wholly
           owned subsidiary, is a Bank, as defined in Section 3(a)(6) of the
           Act.  See Exhibit 1.


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Item 8     Identification and Classification of Members of the Group
           N/A

Item 9     Dissolution of Group
           N/A

Item 10    Certification

           By signing below, I certify that, to the best of my knowledge and
           belief, the securities referred to above were acquired in the
           ordinary course of business and were not acquired for the purpose of
           and do not have the effect of changing or influencing the control of
           the issuer of such securities and were not acquired in connection
           with or as a participant in any transaction having such purposes or
           effect.

                                    SIGNATURE

      After reasonable inquiry and to the best knowledge and belief of the
undersigned, it is hereby certified that the information set forth in this
statement is true, complete and correct.


Date:    January 31, 2003                   First Financial Bancorp.



                                            By:      /s/ Stanley N. Pontius
                                               ---------------------------------
                                               Stanley N. Pontius, President
                                               and CEO


                                            First Financial Bank, N.A.



                                            By:      /s/ Mark W. Immelt
                                               ---------------------------------
                                               Mark W. Immelt, President and CEO


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                                    EXHIBIT 1

Identification of Subsidiary                Item 3 Classification

First Financial Bancorp.                    Parent Holding Company in accordance
                                            with Rule 13d-1(b)(1)(ii)(G)

First Financial Bank, N.A.                  Bank as defined in Section 3(a)(6)
                                            of the Act


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