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: November 2, 2005

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	0-12379	31-1042001
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 High Street Hamilton, Ohio	45011
(Address of principal executive offices)	(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):

¨ 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-K First Financial Bancorp.            

Item 2.02 Results of Operations and Financial Condition.

On November 2, 2005, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the third quarter of 2005. A copy of the earnings press release is attached as Exhibit 99.1.

The earnings press release includes two non-GAAP financial measures. The first non-GAAP financial measure, Net interest margin (fully tax equivalent), appears in the table entitled “Consolidated Financial Data” under the section “Key Ratios.” The second appears in the table entitled “Additional Data – Fully Tax Equivalent Net Interest Income.” The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis. Therefore, management believes these measures provide useful information to investors by allowing them to make peer comparisons. Management also uses these measures to make peer comparisons.

Below is a table showing “net interest income” calculated and presented in accordance with GAAP and the adjustments made to arrive at the non-GAAP financial measure “net interest income – tax equivalent.” The table also shows “net interest margin” calculated and presented in accordance with GAAP and the method used to arrive at the non-GAAP financial measure “net interest margin (fully tax equivalent).”

	Three Months Ended															Nine Months Ended September. 30,
	Sep. 30, 2005			June 30, 2005			March 31, 2005			Dec. 31, 2004			Sep. 30, 2004			2005			2004
				(Dollars in thousands)
Net interest income	$	33,143		$	33,905		$	33,980		$	34,511		$	35,353		$	101,028		$	105,671
Tax equivalent adjustment		746			756			758			773			778			2,260			2,457
Net interest income - tax equivalent	$	33,889		$	34,661		$	34,738		$	35,284		$	36,131		$	103,288		$	108,128
Average earning assets		3,415,090			3,448,924			3,461,330			3,498,762			3,554,969			3,441,612			3,536,595
Net interest margin*		3.85	%		3.94	%		3.98	%		3.92	%		3.96	%		3.92	%		3.99	%
Net interest margin (fully tax equivalent)*		3.94	%		4.03	%		4.07	%		4.01	%		4.04	%		4.01	%		4.08	%

Margins are calculated using net interest income annualized divided by average earning assets.

Item 7.01 Regulation FD Disclosure.

On November 2, 2005, First Financial Bancorp. issued its earnings press release that included the results of operations and financial condition for the third quarter of 2005. A copy of the earnings press release is attached as Exhibit 99.1.

Item 8.01 Other Events.

On November 2, 2005, First Financial Bancorp. issued a press release announcing its intention to commence a tender offer to repurchase up to 3.25 million shares of its common stock. A copy of the press release is attached as Exhibit 99.2.

Item 9.01 Exhibits.

(c) Exhibit:

99.1   First Financial Bancorp. Press Release dated November 2, 2005 (re: earnings).

99.2   First Financial Bancorp. Press Release dated November 2, 2005 (re: tender offer).

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: November 2, 2005

Form 8-K First Financial Bancorp.            

Exhibit Index

Exhibit No.	Description
99.1	First Financial Bancorp. Press Release dated November 2, 2005 (re: earnings).
99.2	First Financial Bancorp. Press Release dated November 2, 2005 (re: tender offer).

EX-99.1

EXHIBIT 99.1

News                 News                 News                 News                 News                 News

November 2, 2005

First Financial Bancorp Reports Third-Quarter Earnings

• Third-quarter net earnings of $0.33 per diluted share versus $0.25 in 2004 of which $0.15 is due to the gain on sale of a subsidiary

• Year-to-date net earnings up 12.83 percent over 2004

• Consolidation of legal entities complete

• Capital Plan announced

• Announcement of plans to repurchase up to 7.6 percent of outstanding shares via “Modified Dutch Auction” tender

• Fourth quarter dividend declared of $0.16 per share

HAMILTON, Ohio – First Financial Bancorp (Nasdaq: FFBC) president and chief executive officer, Claude E. Davis, today announced third-quarter 2005 earnings of $14,484,000 or 33 cents in diluted earnings per share, compared to $10,824,000 or 25 cents in diluted earnings per share for the same period in 2004. First Financial also announced year-to-date earnings of $35,099,000 or 81 cents in diluted earnings per share, compared to $31,109,000 or 71 cents in diluted earnings per share for the same period in 2004.

Income from continuing operations was $7,819,000 or 18 cents per diluted share and $10,692,000 or 24 cents per diluted share for the third quarter of 2005 and 2004, respectively. Income from discontinued operations was $6,665,000 or 15 cents per diluted share and $132,000 or 0 cents per diluted share for the third quarter of 2005 and 2004, respectively. Year-to-date income from continuing operations was $27,974,000 or 64 cents per diluted share and $30,720,000 or 70 cents per diluted share for 2005 and 2004, respectively. Year-to-date income from discontinued operations was $7,125,000 or 16 cents per diluted share and $389,000 or 1 cent per diluted share for 2005 and 2004, respectively. The quarter and year-to-date pre-tax income from discontinued operations included a gain on the sale of discontinued operations of $10,366,000, with a tax effect of $3,628,000, for a net gain of $6,738,000 or 15 cents per diluted share.

Results for the quarter include $1,649,000 loss on sale of $42 million indirect loan portfolio, discussed below; $10,366,000 gain on sale of Fidelity Federal; and approximately $1,000,000 in other expenses related to implementation of strategic plan and other restructuring.

Return on average assets for the third quarter of 2005 was 1.51 percent, compared to 1.09 percent for the same period in 2004. Return on average shareholders’ equity was 15.64 percent for the third quarter of 2005, versus 11.81 percent for the comparable period in 2004. First Financial continues to maintain strong capital with a third-quarter 2005 average equity to average assets ratio of 9.63 percent. Year-to-date return on average assets was 1.22 percent compared to 1.06 percent for 2004, while return on average shareholders’ equity was 12.71 percent for 2005 versus 11.37 percent for 2004.

Davis said, “We continue to make excellent progress on the implementation of our new strategic plan. During the past several months, we completed our consolidation to one banking charter and sold Fidelity Federal Savings Bank. We also introduced our new capital plan that includes a Dutch tender offer to repurchase up to 7.6 percent of our outstanding shares.

“While core results in the third quarter were consistent with recent quarters, I am excited about our growth prospects as a result of the new talent we’ve been able to recruit in the last six months as well as from our existing sales staff.”

(The preceding overview of First Financial Bancorp’s earnings is supplemented with the following detail:)

Strategic Plan Update:

First Financial has successfully completed the final step in the consolidation of its bank and operating subsidiaries into one banking charter: First Financial Bank, N.A. Under this national bank charter, First Financial now operates in different geographic markets under the brand names First Financial Bank, Community First Bank & Trust, and Sand Ridge Bank. In addition, First Financial merged First Financial Bancorp Service Corp. with and into First Financial Bank.

First Financial also completed the sale of the Fidelity Federal Savings Bank subsidiary, headquartered in Marion, Indiana, to Mutual Federal Savings Bank in Muncie, Indiana. This transaction resulted in an after-tax gain of $6,738,000 or $0.15 per diluted share. Fidelity Federal has been treated as a discontinued operation for financial reporting purposes for all periods presented.

In the last six months First Financial has initiated the growth plans outlined in the strategic plan. The focus of the expansion efforts to date has been the addition of experienced sales staff in the commercial

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banking and wealth management areas of the company. The addition of four market presidents, eleven commercial lenders, and six private banking and investment management sales staff in the Southwest Ohio, Northern Kentucky and Southeast Indiana regions of the company are the first steps in this expansion. In all cases, the sales staff that have been recruited are experienced sales professionals with proven track records of success.

In addition to the sales force hiring, the company announced its first metropolitan market expansion with the initiation of a Cincinnati market. Located in Hamilton County, Ohio, this is the largest neighboring market to the headquarters of the company with a county-wide $28 billion in deposits of which First Financial has less than a one percent market share.

The operation of the five business units described in the strategic plan are carried out under the charter of First Financial Bank, N.A. The three banking units are marketed in their local areas under the brand names Community First Bank & Trust, Sand Ridge Bank, and First Financial Bank. Throughout all of its markets, First Financial Bank, N.A. provides wealth management services through its First Financial Wealth Resources Group line of business. The bank provides insurance services through its First Financial Insurance line of business, a subsidiary of the bank.

First Financial is actively pursuing revenue enhancement strategies. During the third quarter of 2005, First Financial introduced an overdraft program designed to enhance the service level to our customers and to increase noninterest income. This program was fully adopted during September of 2005 and should impact the earnings for the fourth quarter of 2005 and future periods. Early indications of the product enhancement contribution to revenue are positive.

Implementation of the charter consolidation that was announced in a press release dated March 14, 2005, has been completed. Costs associated with the operational consolidation element of the plan were previously announced and originally estimated to be $4.5 million on a pre-tax basis or $0.07 per share after tax. Included in the original estimates were costs of $2.9 million for charges associated with staff reductions, $600,000 in consulting and professional services, and $1.0 million in conversion-related programming costs, customer notifications, and other consolidation-related costs. The $2.9 million estimate associated with staff reductions has been revised to $2.2 million. The reduction is the result of employee transfers to revenue producing jobs, transfers to fill other vacant positions, and resignations. In the third quarter of 2005, $923,000 of operational consolidation costs were recognized, including $101,000 in charges associated with staff reductions, $350,000 in consulting and professional services, $169,000 in data processing expense, and $303,000 in other consolidation-related costs. The majority of the remaining costs are expected to be recognized in the fourth quarter of 2005. Total expected annualized cost savings from the operational consolidation remain estimated at $4.8 to $5.2 million when fully realized.

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First Financial has made the strategic decision to discontinue offering its dealer-originated installment loan product (indirect lending). This decision was based primarily on the low profit margin of this highly competitive, rate driven product. First Financial will continue offering auto, boat, and RV loans to customers directly through its branch network. As of September 30, 2005, the indirect loan portfolio balance was approximately $193,000,000. In September, First Financial sold $42 million of its marine and RV indirect portfolio for a loss of approximately $1,649,000 of which $470,000 was attributed to market value and $1.2 million was the accelerated recognition of unamortized origination costs.

First Financial continues to review its branch network and make plans to accomplish both its strategic and financial objectives. A formal branch rationalization plan will be announced later in the fourth quarter or early in the first quarter of 2006.

First Financial has formalized a Capital Plan approved by its board of directors during the third quarter of 2005. The Capital Plan establishes ranges for certain capital ratios as follows:

• leverage ratio from 8.00% to 8.50%

• total risk based capital ratio of 12.75% to 13.25%

• tangible equity to tangible assets of 6.75% to 7.25%.

These capital levels were determined by management to be consistent with our assessment of the requirements to address estimated risks, to support a stable dividend to shareholders, and to support estimated organic growth of the franchise. As of September 30, 2005, First Financial had a leverage ratio of 9.77 percent, a total risk based capital ratio of 15.19 percent, and a tangible equity to tangible assets ratios of 9.12 percent.

On November 2, 2005, management initiated a plan to achieve these capital levels in part through a modified Dutch tender offer of up to approximately 3,250,000 shares. The offer range will be between $17.50 and $19.50 or between $56,875,000 and $63,375,000.

Management has determined that this approach is preferable given the clear mismatch between target capital reduction levels and the depth of the market for daily repurchase activity. The regulatory safe harbor on repurchases is 25 percent of the average daily trading volume for the four calendar weeks preceding the week in which the purchase is to be made. The safe harbor limit on daily repurchase of shares for First Financial would be insufficient to accomplish the targeted capital reduction within an expedited timeframe. First Financial management believes that this level of repurchase could be disruptive to the market in which its common equity trades and that this more defined and abbreviated repurchase alternative should be utilized.

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This press release does not constitute an offer to buy or the solicitation of an offer to sell shares of First Financial Bancorp common stock. The tender offer is being made only pursuant to the offer to purchase, letter of transmittal and related materials that First Financial will shortly be distributing to its Shareholders and filing with the Securities and Exchange Commission. Shareholders and investors should read carefully the offer to purchase, letter of transmittal, and related materials because they contain important information, including the various terms of, and conditions to, the tender offer. Shareholders and investors may obtain a free copy of the tender offer statement on “Schedule TO,” the offer to purchase, letter of transmittal, and other documents that First Financial will shortly be filing with the United States Securities and Exchange Commission (the “Commission”) at the Commission’s website at www.sec.gov. Shareholders are urged to carefully read these materials prior to making any decision with respect to the tender offer.

Net Interest Income:

Net interest income for the third quarter of 2005 was $33.1 million, compared to $35.4 million in the third quarter of 2004, a decrease of 6.25 percent or $2.3 million. This decrease is due primarily to an increase in deposit costs and a decrease in asset balances. Net interest income on a linked-quarter basis (third quarter of 2005 compared to second quarter of 2005) decreased $762,000 or 2.25 percent also due to increased deposit costs and decreased asset balances. Net interest income for 2005 on a year-to-date basis decreased $4.6 million or 4.39 percent from the comparable period in 2004. First Financial’s net interest margin decreased to 3.85 percent in the third quarter of 2005 from 3.96 percent in the third quarter of 2004. Linked-quarter net interest margin decreased nine basis points from 3.94 percent to 3.85 percent. On a year-to-date basis, net interest margin decreased from 3.99 percent for 2004 to 3.92 percent for 2005.

Net interest income decreased by $762,000 and net interest margin decreased 9 basis points on a linked-quarter basis. The decrease in margin is due to deposit pricing accounting for approximately 15 basis points of decline, investments 2 basis points of decline offset by loan pricing of 8 basis points of increase. Competitive deposit pricing pressure in certain markets has created the need for product and pricing enhancements resulting in approximately 6 basis points of the 15 basis points noted above. Continued margin pressure is likely to occur as market driven pricing pressure is expected to continue.

Average loans, net of unearned income, for the third quarter of 2005 decreased 1.75 percent and year-to-date average loan balances increased 0.36 percent from the comparable periods a year ago. On a linked-quarter basis, average outstanding loan balances decreased 0.44 percent. The loan portfolio was also affected by the sale of $42 million in indirect marine and recreational vehicle loans in the third quarter of 2005. Additionally, indirect installment originations ceased in the third quarter, and approximately $25 million in runoff of this portfolio occurred. It is the belief of management that the strategic decisions to sell a portion of this portfolio and to discontinue originating indirect installment loans will both reduce risk in the portfolio and provide greater focus to client-centered efforts as we build our business.

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Securities available for sale were $605.2 million at September 30, 2005, compared to $655.1 million at December 31, 2004, and $678.4 million at September 30, 2004. The change from year-end 2004 is due to purchases of $47.6 million in securities; $68.7 million in mortgage-backed and collateralized mortgage obligation paydowns; $22.9 million in maturities, calls, and bond premium amortization; and $5.9 million in market value decrease. The company continues to maintain a shorter portfolio duration (the cash-weighted term to maturity of the portfolio) to reduce its sensitivity to the downward changes in bond pricing, to changes in interest rates, and to interest rate risk. The combined investment portfolio was 16.56 percent, 17.04 percent, and 17.41 percent of total assets at September 30, 2005, December 31, 2004, and September 30, 2004, respectively.

Average deposit balances for the third quarter increased $54.6 million or 1.92 percent from the comparable period a year ago due primarily to increases in average interest-bearing and noninterest-bearing checking accounts. Average deposits increased 2.07 percent on a year-to-date basis due to increases in noninterest-bearing deposit balances. This increase in noninterest-bearing deposit accounts marks the successful efforts of focused strategies over the past twelve months. Average deposits have decreased 0.24 percent on a linked-quarter basis primarily due to decreases in savings deposits. Interest expense on deposits increased as a result of overall market rate increases rather than a shift in our competitive position in the markets we serve. More aggressive pricing by competitors has occurred in these markets; therefore, First Financial has kept pace to maintain its position in the market.

Credit Quality:

The provision for loan losses for the third quarter of 2005 was $1.4 million compared to $2.0 million for the same period in 2004. Net charge-offs of $2.8 million for the third quarter were $1.6 million more than the $1.2 million net charge-offs for the third quarter of 2004. Year-to-date net charge-offs were $5.6 million in 2005, down $133,000 from $5.7 million recorded in 2004. Increases in commercial loans charged-off caused the increase in net charge-offs for the third quarter of 2005 compared to the same period in 2004. The percentage of net charge-offs to average loans for the third quarter of 2005 was 0.40 percent compared to 0.17 percent for the same period in 2004. This level of charge-offs is still within, though high end, of an acceptable range. The percentage of net charge-offs to average loans was 0.27 percent for year-to-date 2005 compared to 0.28 percent for the same period in 2004.

First Financial continued to maintain appropriate risk coverage with an allowance to ending loans ratio of 1.54 percent at quarter end versus 1.67 percent for the same quarter a year ago. It is management’s belief that the allowance for loan losses of $42.0 million is adequate to absorb probable credit losses inherent in the portfolio.

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Total underperforming assets, which includes nonaccrual loans, restructured loans, other real estate owned, and loans 90 days or more past due and still accruing, increased $4.8 million to $29.8 million at the end of the third quarter of 2005 from $25.0 million at the end of the third quarter of 2004. Nonaccrual loans increased $5.2 million, other real estate owned increased $209,000, and accruing loans past due 90 days or more increased $900,000. However, restructured loans decreased $1.5 million. On a linked- quarter basis, total underperforming assets increased $5.0 million. This increase is due primarily to a $4.2 million increase in nonaccrual loans of which $2.5 million are from a few large commercial real estate credits. These credits have been appropriately considered in establishing the allowance for loan losses at September 30, 2005. This level of nonperforming assets remains within an acceptable range. The level of allowance for loan losses to nonperforming loans is 150.31 percent.

The nonperforming assets to ending loans ratio increased to 1.02 percent as of September 30, 2005, from 0.85 percent as of the end of the third quarter of 2004.

Noninterest Income:

Third-quarter 2005 noninterest income was $14.0 million, a decrease of $1.9 million or 11.99 percent from the third quarter of 2004, due primarily to the loss of $1.6 million associated with the sale of approximately $42 million in indirect loans. This loss was due to the acceleration of origination costs and market value loss on the portfolio. The origination costs would ordinarily be recognized over time as a reduction to yield on the loans. Excluding the $1.6 million loss in the third quarter of 2005 and the $757,000 gain from the Kewanna branch sale in the third quarter of 2004, noninterest income increased $498,000 or 3.29 percent over the third quarter of 2004. Other noninterest income declined $687,000 or 12.55 percent. This decrease in noninterest income was offset by increases in trust income of $200,000 and bankcard interchange income of $184,000. The insurance business unit produced $626,000 in revenue for the third quarter of 2005 compared to $566,000 in the comparable period in 2004.

On a linked-quarter basis, total noninterest income was down $829,000 or 5.59 percent. Increases of $335,000 in service charges on deposit accounts were offset by a loss on the sale of indirect loans referred to previously. Excluding the loss on sale, noninterest income increased by $820,000 or 5.53 percent.

Year-to-date noninterest income decreased $1.2 million or 2.64 percent from 2004. The loss on the sale of the indirect loans was partially offset by increased bankcard interchange income of $724,000. Excluding the loss on sale and branch sale, the increase was $1,218,000 or 2.75 percent on a year-to-date basis.

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Noninterest Expense:

Total noninterest expense increased $939,000 or 2.78 percent for the third quarter of 2005 from the third quarter of 2004. As discussed earlier, $923,000 of this increase is one-time operational consolidation costs.

Year-to-date noninterest expenses increased $2.4 million or 2.44 percent of which $1,592 is due to one-time operational consolidation costs. Salaries and benefits increased $1.3 million or 2.33 percent. Net occupancy increased $833,000 or 13.39 percent. Professional services expense increased $358,000 or 8.91 percent. Data processing expenses decreased $296,000 or 5.95 percent. Other noninterest expenses increased $727,000, which primarily included increases in credit card expense of $488,000 due to increased card usage and legal expense of $187,000. One-time costs associated with salaries, data processing, legal and professional and other expenses are $571,000; $169,000; $516,000; and $336,000 respectively.

Earnings Conference Call and Webcast

On November 2, 2005, First Financial will host an earnings conference call that will be webcast live at 3:00 p.m. EST. The presenters will be Claude E. Davis, president and chief executive officer, C. Douglas Lefferson, executive vice president and chief operating officer, and J. Franklin Hall, senior vice president and chief financial officer. Anyone may participate in the conference call by telephoning 1-877-407-8031 (no passcode needed) or by logging on to the company’s website (http://ffbc-oh.com) for a live audio webcast of the call. Click on the Investor Information section and choose the category of News. Listeners should allow an extra five minutes to be connected to the call or webcast. The event will also be archived on the company’s website for one year.

Anyone who wishes to hear a replay of the event by telephone may dial 1-877-660-6853, account number 286, conference ID number 173202 between 5:00 p.m. EST on November 2, 2005 and 11:59 p.m. on November 8, 2005.

Other Items:

The Board of Directors declared a $0.16 per share dividend for shareholders of record on December 1, 2005, payable on January 2, 2006.

First Financial repurchased 378,000 shares of its common stock during the third quarter of 2005 under a previously approved and ongoing program for general corporate purposes.

A $3.7 billion publicly owned bank holding company with over 4,000 shareholders, First Financial Bancorp currently operates 1 banking affiliate with a total of 104 retail banking centers in Ohio,

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Michigan, Kentucky, and Indiana, as well as an investment-advisor affiliate. Insurance services are offered through First Financial Insurance.

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, 2004. Management’s analysis may contain 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 2004 Form 10-K and other public documents filed with the SEC.

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

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FIRST FINANCIAL BANCORP.

CONSOLIDATED FINANCIAL DATA

(Dollars in thousand, except per share)

(Unaudited)

	Three months ended															Nine months ended Sep. 30,
	Sep. 30, 2005			June 30, 2005			March 31, 2005			Dec. 31, 2004			Sep. 30, 2004			2005			2004
EARNINGS
Net interest income	$	33,143		$	33,905		$	33,980		$	34,511		$	35,353		$	101,028		$	105,671
Net earnings		14,484			9,889			10,726			10,009			10,824			35,099			31,109
Net earnings per share - basic	$	0.34		$	0.23		$	0.25		$	0.23		$	0.25		$	0.81		$	0.71
Net earnings per share - diluted	$	0.33		$	0.23		$	0.25		$	0.23		$	0.25		$	0.81		$	0.71
KEY RATIOS
Return on average assets		1.51	%		1.03	%		1.13	%		1.02	%		1.09	%		1.22	%		1.06	%
Return on average shareholders’ equity		15.64	%		10.74	%		11.73	%		10.74	%		11.81	%		12.71	%		11.37	%
Return on average tangible shareholders’ equity		17.32	%		11.90	%		13.00	%		11.91	%		13.13	%		14.07	%		12.63	%
Average shareholders’ equity to average assets		9.63	%		9.59	%		9.61	%		9.54	%		9.25	%		9.61	%		9.33	%
Net interest margin		3.85	%		3.94	%		3.98	%		3.92	%		3.96	%		3.92	%		3.99	%
Net interest margin (fully tax equivalent)*		3.94	%		4.03	%		4.07	%		4.01	%		4.04	%		4.01	%		4.08	%
COMMON STOCK DATA
Average basic shares outstanding		43,166,270			43,502,193			43,601,128			43,708,800			43,750,598			43,422,516			43,855,706
Average diluted shares outstanding		43,262,371			43,575,499			43,673,090			43,762,371			43,817,398			43,503,393			43,920,027
Ending shares outstanding		42,978,981			43,351,903			43,545,285			43,677,236			43,695,439			42,978,981			43,695,439
Market price:
High	$	19.80		$	18.90		$	19.25		$	17.90		$	18.78		$	19.80		$	18.82
Low	$	16.99		$	16.90		$	16.65		$	16.90		$	16.71		$	16.65		$	15.61
Close	$	18.61		$	18.90		$	18.25		$	17.50		$	17.08		$	18.61		$	17.08
Book value	$	8.59		$	8.53		$	8.45		$	8.50		$	8.50		$	8.59		$	8.50
Common dividend declared	$	0.16		$	0.16		$	0.16		$	0.15		$	0.15		$	0.48		$	0.45
AVERAGE BALANCE SHEET ITEMS
Loans less unearned income	$	2,783,315		$	2,795,754		$	2,788,075		$	2,810,389		$	2,832,997		$	2,789,031		$	2,778,965
Investment securities		625,418			635,982			655,114			685,616			715,282			638,729			750,764
Other earning assets		6,357			17,188			18,141			2,757			6,690			13,852			6,866
Total earning assets		3,415,090			3,448,924			3,461,330			3,498,762			3,554,969			3,441,612			3,536,595
Total assets		3,816,894			3,852,422			3,857,854			3,885,054			3,939,541			3,842,240			3,917,839
Noninterest-bearing deposits		428,881			433,379			425,365			427,357			404,659			429,221			398,817
Interest-bearing deposits		2,473,712			2,476,112			2,468,148			2,428,999			2,443,358			2,472,678			2,444,367
Total deposits		2,902,593			2,909,491			2,893,513			2,856,356			2,848,017			2,901,899			2,843,184
Borrowings		432,342			445,141			464,300			528,829			597,258			447,144			575,240
Shareholders’ equity		367,472			369,477			370,829			370,722			364,495			369,247			365,562
CREDIT QUALITY
Ending allowance for loan losses	$	42,036		$	43,506		$	44,172		$	45,076		$	47,272		$	42,036		$	47,272
Nonperforming assets:
Nonaccrual		24,563			20,408			16,033			17,472			19,377			24,563			19,377
Restructured		808			884			885			2,110			2,344			808			2,344
OREO		2,595			2,673			2,705			1,481			2,386			2,595			2,386
Total nonperforming assets		27,966			23,965			19,623			21,063			24,107			27,966			24,107
Loans delinquent over 90 days		1,779			764			352			1,784			879			1,779			879
Gross charge-offs:
Commercial		(1,839	)		(948	)		(824	)		(917	)		(430	)		(3,611	)		(2,125	)
Commercial real estate		(94	)		(12	)		(195	)		(361	)		(167	)		(301	)		(524	)
Retail real estate		(121	)		(202	)		(353	)		(284	)		(102	)		(676	)		(1,313	)
All other		(1,279	)		(1,105	)		(1,300	)		(1,005	)		(1,276	)		(3,684	)		(5,427	)
Total gross charge-offs		(3,333	)		(2,267	)		(2,672	)		(2,567	)		(1,975	)		(8,272	)		(9,389	)
Recoveries:
Commercial		205			200			531			325			214			936			1,170
Commercial real estate		4			9			4			80			13			17			32
Retail real estate		24			48			24			116			72			96			317
All other		279			594			754			437			481			1,627			2,141
Total recoveries		512			851			1,313			958			780			2,676			3,660
Total net charge-offs		(2,821	)		(1,416	)		(1,359	)		(1,609	)		(1,195	)		(5,596	)		(5,729	)
CREDIT QUALITY RATIOS
Allowance to ending loans, net of unearned income		1.54	%		1.55	%		1.59	%		1.61	%		1.67	%		1.54	%		1.67	%
Nonperforming assets to ending loans, net of unearned income plus OREO		1.02	%		0.85	%		0.70	%		0.75	%		0.85	%		1.02	%		0.85	%
90 days past due to loans, net of unearned income		0.07	%		0.03	%		0.01	%		0.06	%		0.03	%		0.07	%		0.03	%
Net charge-offs to average loans, net of unearned income		0.40	%		0.20	%		0.20	%		0.23	%		0.17	%		0.27	%		0.28%

* The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis. Therefore, management believes, these measures provide useful information to investors by allowing them to make peer comparisons. Management also uses these measures to make peer comparisons.

FIRST FINANCIAL BANCORP.

CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands)

(Unaudited)

	Three months ended,														Nine months ended, Sep. 30,
	Sep. 30, 2005			June 30, 2005		March 31, 2005			Dec. 31, 2004			Sep. 30, 2004			2005			2004
Interest income
Loans, including fees	$	44,122		$	43,370	$	42,378		$	42,298		$	42,256		$	129,870		$	124,209
Investment securities
Taxable		5,219			5,389		5,408			5,675			5,970			16,016			18,740
Tax-exempt		1,221			1,239		1,230			1,307			1,321			3,690			4,151
Total investment securities interest		6,440			6,628		6,638			6,982			7,291			19,706			22,891
Interest-bearing deposits with other banks		0			0		1			6			11			1			43
Federal funds sold and securities purchased under agreements to resell		69			121		104			8			15			294			35
Total interest income		50,631			50,119		49,121			49,294			49,573			149,871			147,178
Interest expense
Deposits		12,779			11,434		10,426			9,752			9,139			34,639			27,075
Short-term borrowings		411			507		461			703			817			1,379			1,871
Long-term borrowings		3,769			3,781		3,808			3,919			3,885			11,358			11,503
Other long-term debt		529			492		446			409			379			1,467			1,058
Total interest expense		17,488			16,214		15,141			14,783			14,220			48,843			41,507
Net interest income		33,143			33,905		33,980			34,511			35,353			101,028			105,671
Provision for loan losses		1,351			750		455			(587	)		1,985			2,556			6,565
Net interest income after provision for loan losses		31,792			33,155		33,525			35,098			33,368			98,472			99,106
Noninterest income
Service charges on deposit accounts		4,944			4,609		4,166			4,461			4,859			13,719			14,143
Trust revenues		3,974			3,879		4,094			4,206			3,774			11,947			11,696
Bankcard interchange income		1,577			1,568		1,420			1,422			1,393			4,565			3,841
(Losses) gains from sales of loans		(1,280	)		480		464			441			424			(336	)		1,120
Investment securities gains (losses)		6			0		(6	)		13			(8	)		0			(11	)
Other		4,788			4,302		4,898			4,032			5,475			13,988			14,282
Total noninterest income		14,009			14,838		15,036			14,575			15,917			43,883			45,071
Noninterest expenses
Salaries and employee benefits		19,353			19,157		18,910			19,363			19,175			57,420			56,112
Net occupancy		2,465			2,241		2,349			2,163			2,097			7,055			6,222
Furniture and equipment		1,694			1,664		1,621			1,834			1,766			4,979			5,339
Data processing		1,627			1,461		1,589			1,650			1,640			4,677			4,973
Marketing		535			714		511			566			664			1,760			2,084
Communication		758			715		781			710			692			2,254			2,085
Professional Services		1,465			1,527		1,386			1,405			1,648			4,378			4,020
Amortization of intangibles		220			220		220			220			220			660			656
Other		6,615			5,886		5,793			6,485			5,891			18,294			17,567
Total noninterest expenses		34,732			33,585		33,160			34,396			33,793			101,477			99,058
Income from continuing operations before income taxes		11,069			14,408		15,401			15,277			15,492			40,878			45,119
Income tax expense		3,250			4,785		4,869			4,896			4,800			12,904			14,399
Income from continuing operations		7,819			9,623		10,532			10,381			10,692			27,974			30,720
Discontinued operations
Other operating (loss) income		(140	)		416		307			(606	)		185			583			585
Gain on discontinued operations		10,366			0		0			0			0			10,366			0
Income (loss) from discontinued operations before income taxes		10,226			416		307			(606	)		185			10,949			585
Income tax expense (benefit)		3,561			150		113			(234	)		53			3,824			196
Income (loss) from discontinued operations		6,665			266		194			(372	)		132			7,125			389
Net earnings	$	14,484		$	9,889	$	10,726		$	10,009		$	10,824		$	35,099		$	31,109
ADDITIONAL DATA — FULLY TAX EQUIVALENT NET INTEREST INCOME*
Interest income	$	50,631		$	50,119	$	49,121		$	49,294		$	49,573		$	149,871		$	147,178
Tax equivalent adjustment		746			756		758			773			778			2,260			2,457
Interest income - tax equivalent		51,377			50,875		49,879			50,067			50,351			152,131			149,635
Interest expense		17,488			16,214		15,141			14,783			14,220			48,843			41,507
Net interest income - tax equivalent	$	33,889		$	34,661	$	34,738		$	35,284		$	36,131		$	103,288		$	108,128

* The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis. Therefore, management believes, these measures provide useful information to investors by allowing them to make peer comparisons. Management also uses these measures to make peer comparisons.

FIRST FINANCIAL BANCORP.

CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands)

(Unaudited)

	Sep. 30, 2005			Dec. 31, 2004			Sep. 30, 2004
ASSETS
Cash and due from banks	$	156,446		$	152,437		$	165,549
Interest-bearing deposits with other banks		0			495			1,644
Federal funds sold and securities purchased under agreements to resell		48,000			12,049			577
Investment securities, held-to-maturity		14,227			12,809			13,515
Investment securities, available-for-sale		605,186			655,129			678,394
Loans
Commercial		587,691			635,489			654,397
Real estate-construction		103,314			86,345			82,854
Real estate-commercial		622,237			618,145			623,956
Real estate-retail		857,763			860,785			852,088
Installment		536,552			580,156			589,541
Credit card		21,258			21,894			20,458
Lease financing		3,002			5,229			6,718
Total loans		2,731,817			2,808,043			2,830,012
Less
Unearned income		0			6			13
Allowance for loan losses		42,036			45,076			47,272
Net loans		2,689,781			2,762,961			2,782,727
Premises and equipment		72,044			66,216			62,616
Goodwill		28,117			28,444			28,444
Other intangibles		7,490			7,838			8,014
Other assets		120,000			113,112			111,140
Assets related to discontinued operations		0			108,231			122,538
Total Assets	$	3,741,291		$	3,919,721		$	3,975,158
LIABILITIES
Deposits
Noninterest-bearing	$	431,736		$	438,367		$	417,349
Interest-bearing		2,498,003			2,467,498			2,423,622
Total deposits		2,929,739			2,905,865			2,840,971
Short-term borrowings		58,273			148,194			254,988
Federal Home Loan Bank long-term debt		317,660			330,356			331,950
Other long-term debt		30,930			30,930			30,930
Accrued interest and other liabilities		35,541			32,697			31,214
Liabilities related to discontinued operations		0			100,224			113,753
Total Liabilities		3,372,143			3,548,266			3,603,806
SHAREHOLDERS’ EQUITY
Common stock		395,039			395,521			395,580
Retained earnings		79,375			65,095			61,647
Accumulated comprehensive income		(6,695	)		(3,123	)		180
Restricted stock awards		(3,077	)		(3,073	)		(3,346	)
Treasury stock, at cost		(95,494	)		(82,965	)		(82,709	)
Total Shareholders’ Equity		369,148			371,455			371,352
Total Liabilities and Shareholders’ Equity	$	3,741,291		$	3,919,721		$	3,975,158

ADDITIONAL DATA — RISK BASED CAPITAL

	Sep. 30, 2005			June 30, 2005			March. 31, 2005			Dec. 31, 2004			Sep. 30, 2004
Tier 1 Capital	$	369,735		$	367,347		$	368,695		$	367,116		$	364,531
Tier 1 Ratio		13.93	%		13.08	%		13.22	%		13.04	%		13.00	%
Total Capital	$	403,044		$	402,588		$	403,667		$	402,438		$	399,728
Total Capital Ratio		15.19	%		14.33	%		14.48	%		14.29	%		14.26	%
Total Risk-Adjusted Assets	$	2,653,795		$	2,809,057		$	2,788,550		$	2,815,986		$	2,803,686
Leverage Ratio		9.77	%		9.62	%		9.64	%		9.53	%		9.33	%

FIRST FINANCIAL BANCORP.

AVERAGE CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands)

(Unaudited)

							Quarterly Averages									Year-to-Date Averages Sep. 30,
	Sep. 30, 2005			June 30, 2005			March 31, 2005			Dec. 31, 2004			Sep. 30, 2004			2005			2004
ASSETS
Cash and due from banks	$	124,833		$	121,289		$	119,590		$	115,467		$	118,121		$	121,923		$	114,548
Interest-bearing deposits with other banks		15			0			149			839			1,996			54			2,601
Federal funds sold and securities purchased under agreements to resell		6,342			17,188			17,992			1,918			4,694			13,798			4,265
Investment securities		625,418			635,982			655,114			685,616			715,282			638,729			750,764
Loans
Commercial		612,119			610,727			618,700			627,717			642,337			613,825			653,671
Real estate-construction		96,211			83,903			84,022			93,874			83,499			88,090			76,179
Real estate-mortgage		1,470,130			1,490,867			1,483,108			1,477,874			1,498,137			1,481,321			1,463,091
Installment		580,409			585,856			576,973			584,340			580,833			581,092			556,257
Credit card		21,220			20,537			20,549			20,631			20,493			20,771			20,301
Lease financing		3,226			3,866			4,727			5,961			7,716			3,934			9,506
Total loans		2,783,315			2,795,756			2,788,079			2,810,397			2,833,015			2,789,033			2,779,005
Less
Unearned income		0			2			4			8			18			2			40
Allowance for loan losses		42,630			43,996			44,823			47,453			46,902			43,808			46,673
Net loans		2,740,685			2,751,758			2,743,252			2,762,936			2,786,095			2,745,223			2,732,292
Premises and equipment		71,256			68,775			67,098			64,078			61,059			69,058			59,702
Other assets		159,352			148,687			144,971			141,460			137,146			151,056			137,243
Assets related to discontinued operations		88,993			108,743			109,688			112,740			115,148			102,399			116,424
Total Assets	$	3,816,894		$	3,852,422		$	3,857,854		$	3,885,054		$	3,939,541		$	3,842,240		$	3,917,839
LIABILITIES
Deposits
Interest-bearing	$	187,458		$	159,332		$	159,949		$	130,648		$	148,785		$	169,014		$	161,551
Savings		1,031,441			1,055,357			1,048,855			1,051,813			1,062,984			1,045,154			1,044,151
Time		1,254,813			1,261,423			1,259,344			1,246,538			1,231,589			1,258,510			1,238,665
Total interest-bearing deposits		2,473,712			2,476,112			2,468,148			2,428,999			2,443,358			2,472,678			2,444,367
Noninterest-bearing		428,881			433,379			425,365			427,357			404,659			429,221			398,817
Total deposits		2,902,593			2,909,491			2,893,513			2,856,356			2,848,017			2,901,899			2,843,184
Borrowed funds
Short-term borrowings		82,307			90,653			104,477			166,939			241,421			92,398			225,718
Federal Home Loan Bank long-term debt		319,105			323,558			328,893			330,960			324,907			323,816			318,592
Other long-term debt		30,930			30,930			30,930			30,930			30,930			30,930			30,930
Total borrowed funds		432,342			445,141			464,300			528,829			597,258			447,144			575,240
Accrued interest and other liabilities		32,692			27,748			27,517			25,974			23,830			29,338			25,902
Liabilities related to discontinued operations		81,795			100,565			101,695			103,173			105,941			94,612			107,951
Total Liabilities		3,449,422			3,482,945			3,487,025			3,514,332			3,575,046			3,472,993			3,552,277
SHAREHOLDERS’ EQUITY
Common stock		395,060			395,248			395,413			395,533			395,581			395,239			395,605
Retained earnings		74,114			70,396			66,243			61,389			58,598			70,280			54,602
Accumulated comprehensive income		(6,301	)		(6,622	)		(3,662	)		(322	)		(4,317	)		(5,538	)		(748	)
Restricted stock awards		(3,287	)		(3,304	)		(2,851	)		(3,447	)		(3,636	)		(3,149	)		(3,992	)
Treasury stock, at cost		(92,114	)		(86,241	)		(84,314	)		(82,431	)		(81,731	)		(87,585	)		(79,905	)
Total Shareholders’ Equity		367,472			369,477			370,829			370,722			364,495			369,247			365,562
Total Liabilities and Shareholders’ Equity	$	3,816,894		$	3,852,422		$	3,857,854		$	3,885,054		$	3,939,541		$	3,842,240		$	3,917,839

EX-99.2

EXHIBIT 99.2

News                News                News                 News                News                 News

November 2, 2005

First Financial Announces

“Modified Dutch Auction” Tender Offer

HAMILTON, Ohio – November 2, 2005 – First Financial Bancorp. (Nasdaq - FFBC), is announcing that it intends to commence a tender offer to repurchase up to 3.25 million shares of its common stock, representing approximately 7.6 percent of its approximately 42,900,000 outstanding shares, as a component of its Capital Plan.

The repurchase will be made through a “Modified Dutch Auction” tender offer, which will commence November 3, 2005 and consist of an offer to purchase 3.25 million shares of its common stock at a purchase price between $17.50 and $19.50 per share net to the seller in cash, without interest. This price range represents a 5.66 percent discount to a 5.12 percent premium to the November 1, 2005, closing sales price of $18.55 per share, the last trading day before First Financial announced its increased share repurchase program. Based on the minimum and maximum offering prices specified in the offer, the aggregate purchase price if 3.25 million shares are purchased would range from $56.88 million to $63.38 million. First Financial will finance the tender through cash and holding company borrowings.

“We believe our long-term capital plan, starting with the Modified Dutch Auction, will enhance shareholder value while maintaining our strong capital position and preserving financial flexibility. First Financial’s capital levels have grown to their September 30, 2005, levels of a 15.19 percent total risk based capital ratio, and a 9.77 percent leverage ratio. If the full 3.25 million share Modified Dutch Auction tender is successfully completed, the pro forma ratios will decline to 13.01 percent and 8.24 percent at a price of $17.50 and 12.75 percent and 8.07 percent at a price of $19.50, respectively. From these pro forma levels, First Financial anticipates continuing to generate capital through strong earnings, while also maintaining capacity for other borrowings,” said First Financial Bancorp’s chief executive officer, Claude E. Davis.

The Modified Dutch Auction tender procedure allows shareholders to select the price within the specified range at which each shareholder is willing to sell all or a portion of his or her shares to First Financial. Based on the number of shares tendered and the prices specified by the tendering shareholders, First Financial will determine the single per share price within the range that will allow it to buy 3.25 million shares (or such lesser number of shares that are properly tendered) at a price between $17.50 and $19.50 per share net to the seller in cash, without interest. The offer will not be contingent upon any minimum number of shares being tendered. All of the shares that are properly tendered at prices at or below the purchase price determined by First Financial (and not properly withdrawn) will, subject to possible proration and provisions relating to the tender of “odd lots,” be purchased for cash, without interest, at such purchase price promptly after the expiration of the tender offer. All shares purchased in the offer will receive the same price. All other shares that have been tendered and not purchased will be promptly returned to the shareholder. The offer is scheduled to expire at 5:00 p.m., Eastern Standard Time, on December 2, 2005, unless extended by First Financial.

First Financial may resume its open market share repurchase program no earlier than 10 business days following completion of the Modified Dutch Auction tender offer, at which time First Financial anticipates having 7,517,105 shares remaining under its repurchase authorization of 9,751,215 shares. These plans are being suspended during the tender period and will be re-evaluated after termination of the tender offer.

The board of directors of First Financial Bancorp has approved the tender offer. However, none of First Financial, its board of directors, the dealer manager or the information agent makes any recommendation to shareholders as to whether to tender or refrain from tendering their shares or as to the purchase price or prices at which shareholders may choose to tender their shares. Shareholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which such shares should be tendered. First Financial’s directors and executive officers have advised First Financial that they will not tender any shares in the tender offer.

Stifel, Nicolaus & Company, Incorporated will serve as the Dealer Manager for the offer, Georgeson Shareholder Communications Inc. will serve as the Information Agent for the offer and Computershare Trust Company of New York will serve as the Depositary.

A $3.7 billion publicly owned bank holding company with over 4,000 shareholders, First Financial Bancorp currently operates 1 banking affiliate with a total of 104 retail banking centers in Ohio, Michigan, Kentucky, and Indiana, as well as an investment-advisor affiliate. Insurance services are offered through First Financial Insurance.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of First Financial Bancorp common stock. The tender offer is being made only pursuant to the Offer to Purchase, Letter of Transmittal and related materials that First Financial will shortly be distributing to its Shareholders and filing with the Securities and Exchange Commission. Shareholders and investors should read carefully the Offer to Purchase, Letter of Transmittal and related materials because they contain important information, including the various terms of, and conditions to, the tender offer. Shareholders and investors may obtain a free copy of the tender offer statement on “Schedule TO,” the Offer to Purchase, Letter of Transmittal and other documents that First Financial will shortly be filing with the Securities and Exchange Commission at the commission’s website at www.sec.gov or by calling Georgeson Shareholder Communications Inc., the Information Agent for the tender offer, toll-free at (866) 203-1198. Shareholders are urged to carefully read these materials prior to making any decision with respect to the tender offer.

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, 2004. Management’s analysis may contain 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 2004 Form 10-K and other public documents filed with the SEC.

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