SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

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

Date of Report (Date of earliest event reported):  February 19, 2009

FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction
of incorporation)
  
0-12379
(Commission File
Number)
  
31-1042001
(IRS Employer
Identification No.)
         
4000 Smith Road
Cincinnati, Ohio
(Address of principal executive
offices)
  
  
  
45209
(Zip Code)
 

Registrant’s telephone number, including area code:  (513) 979-5837

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Form 8-K
First Financial Bancorp.        

Item 7.01             Regulation FD Disclosure.

On February 19, 2009, First Financial Bancorp. issued a letter to its shareholders discussing the board of directors’ decision to reduce the quarterly cash dividend to common shareholders. A copy of this shareholder letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this press release shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01             Exhibits.

 
(c)
Exhibit:

The following exhibit shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.

 
99.1
First Financial Bancorp. letter to its shareholders’ dated February 19, 2009.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST FINANCIAL BANCORP.
 
By:
   /s/ J. Franklin Hall
  
 
      J. Franklin Hall
 
      Executive Vice President and
 
      Chief Financial Officer

Date:  February 19, 2009
 
 
Form 8-K
First Financial Bancorp.        

Exhibit Index

Exhibit No.
  
Description
     
99.1
  
First Financial Bancorp. letter to its shareholders dated February 19, 2009.