FIRST FINANCIAL BANCORP /OH/
POS AM, 1995-12-19
STATE COMMERCIAL BANKS
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    As Filed with the Securities and Exchange Commission on December 4, 1995
                                       Registration No. 33-59933

                                           UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                            POST-EFFECTIVE AMENDMENT NO. 1
                                     TO FORM S-4
                                 REGISTRATION STATEMENT
                                   UNDER THE SECURITIES ACT OF 1933
             
                                     First Financial Bancorp.
                      (exact name of registrant as specified in its charter)
                                                       
               Ohio                      
  (State or other jurisdiction of
   incorporation or organization)

                                            6711
                                     (Primary Standard Industrial
                                     Classification Code Number)

                                                                    31-1042001
                                                                   (IRS Employee
                                                             Identification No.)

                                   Third and High Streets
                                    Hamilton, Ohio  45011
                                       (513) 867-4700
                    (Address, including zip code, and telephone number,
            including area code, of registrant's principal executive offices)


                                    Richard E. Weinman
      Exec. Vice President, Chief Financial Officer, Secretary, and Treasurer
                                   Third and High Streets
                                    Hamilton, Ohio  45011
                                       (513) 867-4700
                    (Name, address, including zip code, and telephone 
                    number, including area code, of agent for service)
                                Copy to:
                                         Neil Ganulin
                                         Frost & Jacobs
                                         2500 PNC Center
                                         201 East Fifth Street
                                         Cincinnati, Ohio  45202
                                         (513) 651-6800
                     
       Approximate date of commencement of proposed sale to the public:  N/A


If any of the securities being registered on this Form are to be offered in    
connection with the formation of a holding company and there is compliance
with General Instruction G, Check the following box:                  
                                                                           






                          Page 1 of 3 Pages

This  Post-Effective  Amendment  No.  1   is  being  filed  to  remove  from
the securities  registered 97,124 shares of the Common  Stock of Registrant 
pursuant to an undertaking contained in Form S-4 (Item 22(3), page II-5).
The final number of shares issued by the Registrant totaled 442,876.








                                           Page 2 of 3 Pages
                                              SIGNATURES

 Pursuant  to the requirements of the Securities  Act of 1933, the Registrant 
has duly  caused this  registration statement  or amendment  thereto to be 
signed on its behalf by the undersigned, thereunto duly authorized in the City 
of Hamilton, State of Ohio, as of the 1st day of December, 1995.

                                      FIRST FINANCIAL BANCORP.




                                      By:                                    
                                      Richard E. Weinman, Exec. Vice President,
                                      Chief Financial Officer, Secretary,
                                      Treasurer and Agent


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