November 9, 2005

Via Facsimile ((513) 651-6981) and U.S. Mail

Neil Ganulin, Esq.
Frost Brown Todd LLP
201 East Fifth Street
Cincinnati, OH  45202

Re:	First Financial Bancorp.
	Schedule TO-C filed November 2, 2005
	Schedule TO-I filed November 3, 2005
	SEC File No. 005-39011

Dear Mr. Ganulin:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule TO-I

Exhibits
1. Please file as an exhibit the line of credit agreement you
entered
into on September 9, 2005.  Refer to Item 1016(b) of Regulation M-
A.






Offer to Purchase

Cover page
2. Because the offer expires at 5:00 p.m. instead of midnight on
what
is the twentieth business day following commencement, it appears
that
the offer is open for less than the full twenty business days.
Please make the necessary revisions in the offer document, letter
of
transmittal and related documents to comply with Rule 13e4-
(f)(1)(i).
See Question and Answer 8 in Exchange Act Release No. 16623 (March
5,
1980).

The Tender Offer

Source and Amount of Funds, page 24
3. Please disclose the current effective federal funds rate that
serves as the base for the interest rate in your line of credit.

Unaudited Pro Forma Financial Information, page 26
4. Please explain the adjustments made to your historical results
to
arrive at the pro forma information in footnotes or introductory
language.
5. We note you have incorporated by reference the financial
information required by Item 1010(a) of Regulation M-A and have
provided the summary information required by Item 1010(c).  Please
provide the ratio of earnings to fixed charges required by Item
1010(c)(4).

Additional Information About Us, page 30
6. Revise your disclosure to reflect the new address of the SEC at
Station Place, 100 F Street, N.E., Washington, D.C. 20549.

Interests of Directors and Executive Officers, page 31
7. Please disclose the beneficial owner of the shares held of
record
by First Financial Bank, NA as trustee.
8. With respect to your disclosure under the caption "Recent
Securities Transactions" (page 34), please tell us why you need to
qualify your disclosure "to the best of your knowledge."  What
prevents you from knowing and disclosing this information?  Please
explain or delete the qualifier.  Please also apply this comment
to
the disclosure under the caption "Agreements, Arrangements or
Understandings" (page 35).

Letter of Transmittal
9. We note that beginning on page 7 of the Letter of Transmittal
you
require tendering security holders to certify that they
"understand"
certain specific terms of the offer.  The form improperly asks
security holders to certify that they "understand" the terms of
the
offer.  Please revise to delete that requirement.  Alternatively,
amend the form to include a legend in bold typeface that indicates
the bidder does not view the certification made by security
holders
that they understand the offer materials as a waiver of liability
and
that the bidder promises not to assert that this provision
constitutes a waiver of liability.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
bidder and its management are in possession of all facts relating
to
the company`s disclosure, they are responsible for the accuracy
and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the bidder may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-0303.

						Sincerely,



						Daniel F. Duchovny
						Attorney-Advisor
						Office of Mergers and Acquisitions

??

??

??

??

Neil Ganulin, Esq.
Frost Brown Todd LLP
November 9, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE