8-K

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: April 24, 2006

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.)
300 High Street Hamilton, Ohio (Address of principal executive offices)		45011 (Zip Code)

Registrant’s telephone number, including area code: (513) 867-5447

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):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Exhibit 99.1

Form 8-K First Financial Bancorp.

Item 8.01 Other Events.

On April 25, 2006, First Financial Bancorp. announced that its subsidiary, First Financial Bank N.A., signed a definitive agreement to sell its Southeastern Indiana banking offices. First Financial Bank has signed a purchase and assumption agreement with MainSource Bank for the sale of approximately $30 million in loans and property of the banking offices, and the assumption of approximately $56 million in deposit accounts. The resulting financial impact for First Financial is an estimated pre-tax gain of approximately $4.5 million. Subject to regulatory approval, the sale is expected to be completed on or before September 30, 2006.

The sale is part of First Financial’s branch rationalization plan previously announced.

A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Exhibits.

(c) Exhibit:

99.1 First Financial Bancorp. Press Release dated April 25, 2006.

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
	Senior Vice President and    Chief Financial Officer

Date: April 28, 2006

Form 8-K First Financial Bancorp.

Exhibit Index

Exhibit No.	Description
99.1	First Financial Bancorp. Press Release dated April 25, 2006.

EX-99.1

EXHIBIT 99.1

News            News            News            News            News            News

April 25, 2006

First Financial Bancorp To Sell Branch Offices

HAMILTON, Ohio – First Financial Bancorp (Nasdaq: FFBC) president and chief executive officer, Claude E. Davis, today announced that its subsidiary, First Financial Bank, N.A., has signed a definitive agreement to sell its Southeastern Indiana banking offices located at 102 West Main Street, Vevay; 804 West Main Street, Vevay; 2114 S.R. 56, East Enterprise; 310 N. Main Street, Liberty; and 300 Demaree Drive, Madison, to MainSource Bank, a subsidiary of MainSource Financial Group, Inc. (Nasdaq: MSFG) of Greensburg, Indiana.

First Financial Bank has signed a purchase and assumption agreement with MainSource Bank for the sale of approximately $30 million in loans and property of the banking offices, and the assumption of approximately $56 million in deposit accounts. The resulting financial impact for First Financial is an estimated pre-tax gain of approximately $4.5 million. Subject to regulatory approval, the sale is expected to be completed on or before September 30, 2006.

Sandler O’Neill & Partners, LP. assisted First Financial in the transaction.

This release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, any regulatory restrictions or delays in the transaction, the strength of the local economies in which the branches are operated, and interest rates. For a further discussion of these and other factors, please read First Financial Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2005 and other public documents filed by it with the SEC. These documents are available on the investor relations website of First Financial Bancorp at www.ffbc-oh.com and the SEC’s website at www.sec.gov.

First Financial Bancorp
P.O. Box 476
Hamilton, OH 45012
Analyst Contact: J. Franklin Hall
513-979-5770
frank.hall@ffbc-oh.com
Media Contact: Cheryl R. Lipp
513-867-4929
cheryl.lipp@comfirst.com