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November 18, 2022
T. Michael Price
President and Chief Executive Officer
First Commonwealth Financial Corporation
601 Philadelphia Street
Indiana, PA 15701
Re:First Commonwealth Financial Corporation
Registration Statement on Form S-4
Filed on October 19, 2022
File No. 333-267944
Dear T. Michael Price:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed October 19, 2022
Background of the Merger, page 39
1.We note CFC's discussions with Party D, its entrance into a nondisclosure agreement, and
its discussions surrounding a non-binding indication of interest. We also note that CFC's
discussions with Party D terminated on April 10, 2022, and subsequent to such
termination, Ms. Husic and Mr. Price resumed discussions. Please discuss here the
reasons why discussions with Party D with which negotiations began during the fourth
quarter of 2021 were terminated and explain whether it was CFC or the counterparty that
ceased negotiations. Where the potential merger transactions are discussed on page 40,
please also disclose if terms were discussed and, if so, the range of terms of those merger
possibilities.

 FirstName LastNameT. Michael Price
 Comapany NameFirst Commonwealth Financial Corporation
 November 18, 2022 Page 2
 FirstName LastName
T. Michael Price
First Commonwealth Financial Corporation
November 18, 2022
Page 2
FCF's Reasons for the Merger, page 41
2.We note the principal factor listed stating “the strategic rationale for the merger, including
expansion of FCF’s business into higher growth, contiguous and demographically
attractive metro markets and accelerating FCF’s growth beyond the $10 billion asset
threshold.” Please disclose in an appropriate place any additional provisions of the Dodd-
 Frank Wall Street Reform and Consumer Protection Act that you expect to have a
material impact on your operations or financial condition and describe the expected
impact. Please also add a risk factor describing the attendant risks and clarify here whether
the board considered these additional regulatory implications as a positive or negative
factor.
Opinion of CFC's Financial Advisor, page 46
3.Please quantify the fee that CFC paid to Stephens when it rendered its
fairness opinion and the specific amount and percentage of the fee that is contingent upon
completion of the merger. Refer to Item 4(b) of Form S-4 and Item 1015(b)(4) of
Regulation M-A.
4.We note disclosure (iv) and the reference to financial projections provided by CFC and
FCF which Stephens relied upon in developing its opinion. Please disclose the financial
projections that CFC and FCF presented to Stephens and which Stephens relied upon in
forming its opinion.
Governance of FCF after the Merger, page 57
5.We note that FCF will designate Patricia A. Husic, the president and CEO of CFC, to the
FCF board of directors upon the effective time of the merger. Please file the written
consent of Patricia A. Husic as required by Securities Act Rule 438.
Material U.S. Federal Income Tax Consequences of the Merger, page 82
6.We note your disclosure that the tax opinions you describe in this section constitute the
opinion of counsel to both CFC and FCF and short form tax opinions will be given. We
also note that your exhibit index does not provide for a tax opinion of CFC's legal counsel.
Please confirm that you will file the required opinions regarding tax matters or tell us why
you believe such opinions are not required. Refer to Item 601(b)(8) of Regulation S-K
and, for guidance Section III.A of Staff Legal Bulletin No. 19.
Exhibits
7.Refer to Exhibit 99.2.  We note the statement that Stephens “disclaim[s] that we come
within the category of persons whose consent is required under Section 7 of the Securities
Act of 1933."  Please have Stephens remove this inappropriate disclaimer given that
Stephens provided an opinion that is summarized in and included in the registration
statement and which is attributed to Stephens. For guidance, refer to Securities Act Rule

 FirstName LastNameT. Michael Price
 Comapany NameFirst Commonwealth Financial Corporation
 November 18, 2022 Page 3
 FirstName LastName
T. Michael Price
First Commonwealth Financial Corporation
November 18, 2022
Page 3
Compliance and Disclosure Interpretation Question 233.02.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Madeleine Mateo at 202-957-9365 or J. Nolan McWilliams, Acting
Legal Branch Chief, at 202-551-3217 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       James Barresi