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 (Date of earliest event reported): October 4, 2007

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) 979-5782

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 2.01      Completion of Acquisition or Disposition of Assets.

On October 11, 2007, First Financial Bancorp. issued a press release announcing the formation of a long-term exclusive marketing agreement and the sale of its merchant payment processing portfolio to Metavante Corporation and expects to record a $5.5 million gain net of expenses or approximately 9 cents per share in the fourth quarter of 2007.

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

Item 7.01      Regulation FD Disclosure.

On October 11, 2007, First Financial Bancorp. issued a press release announcing that in the fourth quarter 2007 the company expects to recognize a pre-tax charge of approximately $2.3 million to $2.7 million, or $0.04 to $0.05 per share, related to a FAS 88 settlement charge for its defined benefit plan.

A copy of the press releases is attached as Exhibit 99.2.

First Financial Bancorp does not intend for this Item 7.01 or Exhibit 99.2 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 9.01      Exhibits.

          (c) Exhibit:

          99.1      Press Release dated October 11, 2007 (merchant portfolio sale).

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

          99.2      Press Release dated October 11, 2007 (pension charge).

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: October 11, 2007

Form 8-K First Financial Bancorp.

Exhibit Index

Exhibit No.	Description
99.1	First Financial Bancorp. Press Release dated October 11, 2007 (merchant portfolio sale).
99.2	First Financial Bancorp. Press Release dated October 11, 2007 (pension charge).

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Media Contact:	Cheryl Lipp (513) 979-5797 Cheryl.lipp@bankatfirst.com
Analyst Contact:	J. Franklin Hall (513) 979-5770 frank.hall@bankatfirst.com

First Financial Sells Merchant Service Portfolio

HAMILTON, Ohio — October 11, 2007 — First Financial Bancorp (Nasdaq: FFBC) today announced the formation of a long-term exclusive marketing agreement and the sale of its merchant payment processing portfolio to Metavante Corporation, the current technology provider for First Financial. Under the terms of the agreement, merchant processing will be offered by Metavante to existing clients of First Financial, and First Financial will jointly market merchant processing with Metavante to prospective clients.

In exchange for 1,743 merchant accounts in the portfolio, First Financial expects a pre-tax gain of approximately $5.5 million net of expenses or approximately 9 cents per share in the fourth quarter of 2007.

“I am very pleased at the outcome of this transaction as it is a win-win for First Financial and its clients. Existing and future First Financial merchant clients will receive an enhanced processing platform from Metavante while First Financial will receive incentives to further grow the merchant portfolio and a substantial gain from its sale,” said Claude E. Davis, president and chief executive officer of First Financial Bancorp. “There is no change in merchant equipment and software, statements, or telephone numbers. Furthermore, no conversion is necessary.“

About First Financial Bancorp
A $3.3 billion publicly owned bank holding company with banking roots dating to 1863, First Financial Bancorp has 83 banking centers in Ohio, Kentucky, and Indiana. The company’s wealth-management services include the First Financial Wealth Resource Group, First Financial Capital Advisors LLC, and First Financial Insurance. Additional information about the company is available at www.bankatfirst.com.

About Metavante
Metavante Corporation delivers banking and payments technologies to over 8,600 financial services firms and businesses worldwide. Metavante products and services drive account processing for deposit, loan and trust systems, image-based and conventional check processing, electronic funds transfer, consumer healthcare payments, electronic presentment and payment, and business transformation services. Headquartered in Milwaukee, Metavante (www.metavante.com) is wholly owned by Marshall & Ilsley Corporation (NYSE: MI). On April 3, 2007, Marshall & Ilsley Corporation announced its plans to split Metavante Corporation and Marshall & Ilsley Corporation into independent publicly traded companies.

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, the strength of the local economies in which operations are conducted, the effects of and changes in policies and laws of regulatory agencies, the ability of the company to implement its business plan and retain qualified personnel, inflation, and interest rates. For further discussion of certain factors that may cause such forward-looking statements to differ materially from actual results, refer to First Financial’s 2006 Form 10-K and other company filings with the SEC.

EX-99.2

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

Media Contact:	Cheryl Lipp (513) 979-5797 cheryl.lipp@bankatfirst.com
Analyst Contact:	J. Franklin Hall (513) 979-5770 frank.hall@bankatfirst.com

First Financial Announces 2007 Pension Settlement Charge

HAMILTON, Ohio — October 11, 2007 — First Financial Bancorp (Nasdaq: FFBC) president and chief executive officer, Claude E. Davis, today announced that in the fourth quarter 2007 the company expects to recognize a pre-tax charge of approximately $2.3 million to $2.7 million, or $0.04 to $0.05 per share, related to a FAS 88 settlement charge for its defined benefit pension plan. This charge is similar in nature to the charge the company recognized in the fourth quarter of 2006 in the amount of $3.1 million, or $0.05 per share.

The 2007 FAS 88 settlement charge has been incurred as a result of the company’s staff changes in 2006 and 2007. This charge represents the expected future costs associated with maintaining the pension benefit for former employees who elected to take a lump-sum distribution of their pension benefit. This charge is an acceleration of costs that were previously deferred under pension accounting rules and recognized over time; accordingly, the future pension expense is expected to decline.

In a separate release today, First Financial Bancorp also announced the sale of its merchant payment processing portfolio and expects to record an approximate $5.5 million gain net of expenses or approximately $0.09 per share in the fourth quarter of 2007.

This release should be read in conjunction with the consolidated financial statements, notes, and tables attached and in the First Financial Bancorp Annual Report on Form 10-K for the year ended December 31, 2006. Management’s analysis contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risk and uncertainties that may cause actual results to differ materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, the ability of the company to implement its strategic plan, the strength of the local economies in which operations are conducted, the effects of and changes in policies and laws of regulatory agencies, inflation, and interest rates. For further discussion of certain factors that may cause such forward-looking statements to differ materially from actual results, refer to the 2006 Form 10-K and other public documents filed with the SEC. These documents are available on our investor relations website at www.bankatfirst.com and on the SEC’s website at www.sec.gov.