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): July 2, 2012

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

255 East Fifth Street, Suite 700, 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 July 2, 2012, 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 July 2, 2012.

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:	7/3/2012

Form 8-KFirst Financial Bancorp.

Exhibit Index

Exhibit No.Description

99.1            First Financial Bancorp. Letter to Shareholders dated July 2, 2012.

EX-99.1

EXHIBIT 99.1

July 2, 2012

Dear Shareholder:

As we recently announced as part of our first quarter earnings release, First Financial Bancorp's board of directors has authorized a 25% increase in our regular dividend to $0.15 per share. We also intend to continue the variable dividend for the next six quarterly dividend payments, which includes the dividend accompanying this letter. The six quarter time frame represents all cash dividend payments expected to be made through the calendar year 2013.

As a reminder, the variable dividend represents the difference between the prior quarter's diluted earnings per share and the amount of the regular dividend. As such, we expect to continue to payout 100% of earnings in the form of a dividend through 2013, assuming no material change in either our capital position or capital deployment opportunities.

Our variable dividend has been very well received and recognized as an innovative way to return capital to shareholders in an uncertain economic and regulatory environment. However, we also understand that many of our shareholders place great value on the predictability of dividend payments. Our capital ratios remain very strong but subsequent to the announced expiration of the variable dividend, capital retention needs will begin to increase as loans on our balance sheet currently covered under loss share agreements with the FDIC will begin to migrate to our uncovered loan portfolio and drive an increase in risk-weighted assets. As capital utilization rates increase, we will also want to preserve capital for expected use in pursuing growth initiatives. These factors compelled us to establish the time frame for expiration of the variable dividend.

The board of directors evaluates the dividend - regular and variable - on a quarterly basis. While we have established a time frame for the expiration of the variable dividend, capital deployment opportunities, such as acquisitions or greater than anticipated organic growth prospects, may arise that provide long-term benefits to shareholder value. As a result, it is possible that the variable dividend may expire earlier than announced.

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 long-term return on your investment.

Sincerely,

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

Murph KnapkeClaude E. Davis

Chairman of the BoardPresident & Chief Executive Officer