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: September 16, 2005

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))

Form 8-K First Financial Bancorp.

Item 2.02      Results of Operations and Financial Condition.

On September 20, 2005, First Financial Bancorp. (Nasdaq: FFBC) issued a press release disclosing the sale of its Fidelity Federal Savings Bank, based in Marion, Indiana, to Mutual Federal Savings Bank, a subsidiary of MutualFirst Financial, Inc. (Nasdaq: MFSF) based in Muncie, Indiana, effective September 16, 2005. First Financial Bancorp. sold approximately $82 million in Fidelity Federal Savings Bank loans, and approximately $74 million in its deposits, at approximately a 14% premium on deposits or 200% of closing book value. The sale price of $20 million will result in an approximate $0.14 per share gain for First Financial Bancorp. A copy of the press release is attached as Exhibit 99.1.

Item 8.01      Other Events.

In the September 20, 2005, First Financial Bancorp. press release referred to in Item 2.02, disclosure was also made of the successful completion of the consolidation of its banking subsidiaries into one banking charter. Under this charter, First Financial Bank, is operating in different markets under the brand names of First Financial Bank, Community First Bank & Trust, and Sand Ridge Bank.

Furthermore, First Financial Bancorp. reported that its servicing subsidiary, First Financial Bancorp Service Corp., was merged with and into First Financial Bank.

Item 9.01      Exhibits.

(c)	Exhibit:
	99.1 First Financial Bancorp. Press Release dated September 20, 2005.

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: September 21, 2005

Form 8-K First Financial Bancorp.

Exhibit Index

Exhibit No.	Description
99.1	First Financial Bancorp. Press Release dated September 20, 2005.

EX-99.1

EXHIBIT 99.1

News News News News News News

September 20, 2005

First Financial Bancorp Sells Savings Bank
And Completes Charter Consolidation

HAMILTON, Ohio – First Financial Bancorp (Nasdaq: FFBC) president and chief executive officer, Claude E. Davis, today announced that the company has completed the sale of substantially all of the $104 million in assets and certain liabilities of its Fidelity Federal Savings Bank subsidiary that was based in Marion, Indiana and operated three branches in Grant County.

In a transaction that was first announced in March of 2005, Fidelity Federal was sold September 16, 2005, to Mutual Federal Savings Bank, a subsidiary of MutualFirst Financial, Inc. (Nasdaq: MFSF), an $839 million holding company that is based in Muncie, Indiana.

Mutual Federal purchased Fidelity Federal’s $82 million in loans and will assume approximately $74 million in deposit accounts. The sale price of $20 million will result in an approximate $0.14 per share gain for First Financial Bancorp. Pricing is approximately a 14% premium on deposits or approximately 200% of closing book value.

First Financial has also successfully completed the final step in the consolidation of its bank and operating subsidiaries into one banking charter. Under this charter, First Financial Bank now operates in different markets under the brand names First Financial Bank, Community First Bank & Trust, and Sand Ridge Bank.

Davis said, “In the last few weeks we accomplished two key elements of our new strategic plan — the sale of Fidelity Federal and the consolidation of all our banking units which are now operating under one charter.”

A $3.8 billion publicly owned bank holding company with over 4,000 shareholders, First Financial Bancorp is the holding company for First Financial Bank, N.A. which has a total of 103 banking centers in Ohio, Michigan, Kentucky, and Indiana. The bank operates in different markets under the First Financial Bank, Community First Bank & Trust, and Sand Ridge Bank lines of business. The holding company’s non-banking affiliates are First Financial Capital Advisors LLC and First Financial Insurance. Additional information about the company is available on First Financial Bancorp’s web site at www.ffbc-oh.com.

First Financial Bancorp
P.O. Box 476
Hamilton, OH 45012
Analyst Contact: J. Franklin Hall
513-867-4954
frank.hall@ffbc-oh.com
Media Contact: Cheryl R. Lipp
513-867-4929
cheryl.lipp@comfirst.com