8-K

UNITED STATES

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): October 3, 2011

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	31-1042001
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

Commission file number: 000-12379

201 East Fourth Street, Suite 1900, Cincinnati, Ohio 45202

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (877) 322-9530

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-KFirst Financial Bancorp.

Item 7.01Regulation FD Disclosure.

On October 3, 2011, First Financial Bancorp. mailed a letter to shareholders in connection with its cash dividend.A copy of the letter is attached as Exhibit 99.1.

First Financial Bancorp. does not intend for this Item 7.01 or Exhibit 99.1 to be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.

Item 9.01Financial Statements and Exhibits.

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

(d)Exhibits:

99.1    Letter to Shareholders dated October 3, 2011.

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, Chief Financial Officer

and Chief Operating Officer

Date: October 7, 2011

Form 8-KFirst Financial Bancorp.

Exhibit Index

Exhibit No.Description

99.1            First Financial Bancorp. Letter to Shareholders dated October 3, 2011.

EX-99.1

EXHIBIT 99.1

October 3, 2011

Dear Shareholder:

As recently announced, we are pleased to inform you that First Financial Bancorp's board of directors has authorized a 100% dividend payout ratio based on the most recent quarter's diluted earnings per share. As a result, the total cash dividend you will receive this quarter is $0.27 per share.

First Financial has remained profitable despite continuing economic challenges. In addition to 83 consecutive quarters of profitability, we have a strong capital position.

At this time, First Financial has the necessary capital to support current organic growth opportunities without the additional capital generated by our earnings. Therefore, we have decided to return all of our quarterly income to our shareholders in the form of a dividend.

To explain how the total dividend will be distributed, we view it as consisting of two parts that will be paid as separate checks for registered shareholders or in accordance with how you normally receive your dividend payments if you are a beneficial holder:

1) Our regular quarterly dividend of $0.12 per share; and

2) A variable portion that will consist of the remainder of the prior quarter's diluted earnings per share. Currently, that amount equals $0.15 per share, or the difference between the second quarter's earnings per share of $0.27 less the $0.12 regular dividend per share. We refer to this component as variable because it will vary from quarter to quarter based on what our future reported quarterly earnings per share will be.

The variable dividend is intended to provide an enhanced return to our shareholders until capital deployment opportunities arise that provide long-term incremental benefits to shareholder value. Such opportunities may include acquisitions or greater than anticipated organic growth prospects. It is difficult to foresee how long we will maintain the variable dividend due to the unpredictable nature of these capital utilization opportunities as well as the uncertain regulatory landscape facing the banking industry. Given these factors, the board of directors will evaluate the variable dividend on a quarterly basis.

We value the investment you have made in First Financial and remain committed to managing the company in a shareholder-friendly manner that provides a solid return on your investment.

Sincerely,

/s/Murph Knapke/s/Claude E. Davis

Murph KnapkeClaude E. Davis

Chairman of the BoardPresident & Chief Executive Officer