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CORRESP
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Correspondence

First Commonwealth

Financial Corporation

Executive Offices

Old Courthouse Square

22 North Sixth Street

Indiana, Pennsylvania 15701-0400

724.349.7220 Phone

724.464.1112 Fax

www.fcbanking.com

 FOIA Confidential Treatment Request

 March 30, 2009

 By EDGAR

 Mr. Michael C. Volley

 United States Securities and

     Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Mail Stop 4561

RE:

First Commonwealth Financial Corporation

Form 10-K for Fiscal Year Ended December 31, 2008

File No. 1-11138

 Dear Mr. Volley:

 First Commonwealth Financial Corporation (the “Company,” “we,” “our” or “us”) has received your letter dated March 16, 2009 containing comments on the Company’s above
referenced Annual Report on Form 10-K, filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 26, 2009. This letter responds to each of the comments set forth in your letter.

 For convenience of reference, we have set forth your comments in bold below, with the Company’s response following each comment.

 General

1.
You refer to Pennsylvania shares tax expense on page 50. Please revise your business section or Management’s Discussion and Analysis in future filings to disclose what the
Pennsylvania shares tax expense represents and how it is calculated.

 United States Securities and

     Exchange Commission

 March 30, 2009

  Page
 2

 In future filings, we will include the following description of the Pennsylvania shares tax in an
appropriate location of the Management’s Discussion and Analysis:

 The Pennsylvania shares tax is imposed annually on the book value of
shares of banks and trust companies that conduct business in Pennsylvania. The book value is calculated using a six-year rolling average of the book values of paid-in capital, surplus and undivided profits, with deductions taken for U.S.
Government obligations, and beginning on January 1, 2008, goodwill from acquisitions after June 30, 2001. The current tax rate is 1.25 percent.

 Financial Statements

 Consolidated Statements of Cash Flows, page 54

2.
We note that you present the change in the payable due to investments purchased/not settled in the operating section of the statement of cash flows. Please tell us how the
increase in the investment balance related to these purchases is presented in your statement of cash flows. Also tell us how you determined your presentation for this transaction is appropriate since it appears that this activity is a noncash
activity. We may have further comment based on your response.

 The change in the payable due to investments purchased/not
settled in the Operating Activities section of the Consolidated Statements of Cash Flows relates to when we purchase an investment prior to the end of a reporting period but the settlement of the transaction, and payment of cash, occurs subsequent
to the end of that reporting period. Before the end of the reporting period we reflect the transaction in our investment balances, and it is included in the Investing Activities Section of the Cash Flows Statement. Upon further review, the
appropriate treatment for this item would be to include the transaction in the Investing Activities section of the Consolidated Statements of Cash Flows only when the cash transaction occurs, and would not be reflected in the Operating Activities
section in any period. In future filings, (1) unsettled transactions related to the purchase or sale of investment securities will be reflected in the non-cash transaction disclosure presented in Note 4, Supplemental Cash Flow Disclosures, and (2)
the cash flow statement of interim and annual periods before 2009 will be corrected so that the change in the payable will be reflected as an adjustment to the purchases in the investing section with appropriate footnote disclosure of the
correction.

 Confidential treatment requested by First Commonwealth Financial Corporation. [***] indicates material that has been
omitted and for which confidential treatment has been requested pursuant to 17 C.F.R. § 200.83.

 United States Securities and

     Exchange Commission

 March 30, 2009

  Page
 3

 Note 1 – Allowance for Credit Losses, page 58

3.
We note your disclosure here and at various other points in the filing that discusses analyses you performed related to the allowance for credit losses in terms of determining
the amount of “potential loss” and the “possibility of loss.” This appears inconsistent with your policy disclosed on page 22 that “the allowance represents management’s best estimate of probable losses that are
inherent in our existing loan portfolio as of the balance sheet date.” Please revise future filings to reconcile this apparent inconsistency. If true, clearly confirm that your methodologies are applied in such a manner as is reflected in the
policy stated in your disclosure on page 22 and referred to above. Additional information is available in Section II.P.1 of the Current Accounting and Disclosure Issues in the Division of Corporation Finance Outline dated November 30, 2006,
available on the SEC’s web-site.

 The disclosure on page 22 correctly reflects our Allowance for Credit Losses
methodology. In future filings, we will be consistent and use the phrase “probable loss inherent in our existing loan portfolio.”

 Note 8 – Securities Available for Sale, page 68

4.
You disclose that you classify your investment in FHLB stock as equity securities available for sale which is carried at cost. Please revise your future filings to address the
following and provide us with your proposed disclosures:

a.
Paragraph 12.26 of the AICPA Audit Guide for Depository and Lending Institutions states that investments in FHLB stock generally should not be shown with securities accounted for
under SFAS 115. Please revise future filings to present your investment in FHLB stock outside of securities available for sale.

 In future filings, we will report our investment in FHLB stock as “Other Investments” on the face of the Consolidated Statements of Financial Condition as indicated in paragraph 12.26 of the AICPA Audit and Accounting Guide for
Depository and Lending Institutions. In addition, we will exclude FHLB stock from the “Equities” line item in Note 8, Securities Available for Sale, as shown on page 68.

 Please refer to our response to comment 4b that provides the disclosure First Commonwealth will be providing in future filings related to FHLB stock.

 Confidential treatment requested by First Commonwealth Financial Corporation. [***] indicates material that has been
omitted and for which confidential treatment has been requested pursuant to 17 C.F.R. § 200.83.

 United States Securities and

     Exchange Commission

 March 30, 2009

  Page
 4

b.
Refer to the guidance of paragraphs 12.21 to 12.25 of the AICPA Audit Guide for Depository and Lending Institutions and paragraph 8(i) of SOP 01-06. Please revise your future
filings to more clearly discuss your accounting for these securities, including your impairment policies.

 In future
filings we will include the following discussion regarding our accounting for FHLB stock, including our impairment policies.

 As a member of
the Federal Home Loan Bank of Pittsburgh (“FHLB”), First Commonwealth is required to purchase and hold stock in the FHLB to satisfy membership and borrowing requirements. This stock is restricted in that it can only be sold to the FHLB or
to another member institution, and all sales of FHLB stock must be at par. As a result of these restrictions, FHLB stock is unlike other investment securities insofar as there is no trading market for FHLB stock and the transfer price is determined
by FHLB membership rules and not by market participants. As of December 31, 2008 and 2007, our FHLB stock totaled $51.4 million and $27.5 million respectively and is included in Other Investments on the Consolidated Statements of Financial
Condition.

 In December of 2008, the FHLB voluntarily suspended dividend payments on its stock, as well as the repurchase of excess stock
from members. The FHLB cited a significant reduction in the level of core earnings resulting from lower short-term interest rates, the increased cost of liquidity, and constrained access to the debt markets at attractive rates and maturities as the
main reasons for the decision to suspend dividends and the repurchase of excess capital stock. The FHLB last paid a dividend in the third quarter of 2008.

 FHLB stock is held as a long-term investment and its value is determined based on the ultimate recoverability of the par value. First Commonwealth evaluates impairment quarterly. The decision of whether impairment
exists is a matter of judgment that should reflect our view of the FHLB’s long-term performance, which includes factors such as the following.

•

 its operating performance;

•

 the severity and duration of declines in the fair value of its net assets related to its capital stock amount;

 Confidential treatment requested by First Commonwealth Financial Corporation. [***] indicates material that has been
omitted and for which confidential treatment has been requested pursuant to 17 C.F.R. § 200.83.

 United States Securities and

     Exchange Commission

 March 30, 2009

  Page
 5

•

 its commitment to make payments required by law or regulation and the level of such payments in relation to its operating performance;

•

 the impact of legislative and regulatory changes on the FHLB, and accordingly, on the members of FHLB; and

•

 its liquidity and funding position.

 After evaluating all of these considerations, First Commonwealth concluded that the par value of its investment in FHLB stock will be recovered. Accordingly, no impairment charge was recorded on these securities during 2008, 2007, or 2006.
Our evaluation of the factors described above in future periods could result in the recognition of impairment charges on FHLB stock.

 Note 10 –
Impairment of Investment Securities, page 71

5.
We note the significant unrealized losses related to your pooled trust preferred securities at December 31, 2008, and the fact that 13 of the 15 pooled issues representing
87% of the total amortized cost were downgraded below investment grade by Moody’s in the fourth quarter. Please address the following:

a.
Please provide us with a detailed analysis of the pooled trust preferred securities’ impairment as of December 31, 2008, that identifies all available evidence,
explains the relative significance of each piece of evidence, and identifies the primary evidence on which you rely to support a realizable value equal to or greater than the carrying value of the investment. Specifically identify any tranches that
have contractually deferred interest payments and tell us how this impacted your cash flow analysis. We may have further comment based on your response.

 The market for pooled trust preferred securities become inactive during the third quarter of 2008 and remained such through December 31, 2008. As a result, available evidence was limited to internally developed
estimates consistent with the level three criteria of SFAS 157, Fair Value Measurements. Accordingly, we evaluate the impairment of pooled trust preferred securities based upon the discounted cash flow analysis of each pooled trust preferred
security.

 Discounted Cash Flow Analysis – Our pooled trust preferred collateralized debt obligations are measured for
other-than-temporary impairment within the

 Confidential treatment requested by First Commonwealth Financial Corporation. [***] indicates material that has been
omitted and for which confidential treatment has been requested pursuant to 17 C.F.R. § 200.83.

 United States Securities and

     Exchange Commission

 March 30, 2009

  Page
 6

scope of EITF 99-20 “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to be Held
by a Transferor in Securitized Financial Assets,” and FSP EITF 99-20-1 “Amendments to the Impairment Guidance of EITF Issue No. 99-20,” by determining whether it is probable that an adverse change in estimated cash flows has
occurred. Determining whether there has been an adverse change in estimated cash flows from the cash flows previously projected involves comparing the present value of remaining cash flows previously projected against the present value of the cash
flows estimated at December 31, 2008. We consider the discounted cash flow analysis to be our primary evidence when determining whether other-than-temporary impairment exists. The results of the discounted cash flow test are significantly
affected by other variables such as credit worthiness of underlying banks, determination of probability of default of the underlying collateral, and use of subordinated credit support. Additional information on each of these variables is provided
below.

 1) Estimate of Future Cash Flows - Cash flows are constructed in an INTEX cash flow model. INTEX is a proprietary cash flow model
recognized as the industry standard for analyzing all types of CDOs. It includes each deal’s structural features updated with trustee information, including asset-by-asset detail, as it becomes available. The modeled cash flows are then used to
determine if all the scheduled principal and interest payments will be returned.

 In our analysis as of December 31, 2008, only one
security showed an adverse change in cash flows. This security was PreTSL VII (cusip 74041RAB2), which first experienced an adverse change in cash flows in the third quarter of 2008 and at that time was determined to be other-than-temporarily
impaired. The cost basis of the security was reduced to the fair value of 40.98 percent of par. As of December 31, 2008, our cash flow test indicated an additional adverse change in cash flows had occurred and the security’s cost basis was
further reduced to 30.67 percent of par. As of December 31, 2008, PreTSL VII was paying the full interest coupon but showed a break in the future principal repayment schedule. All of our other securities were paying interest as scheduled and
were expected to return 100% of principal and interest. In January 2009, the interest payment received on PreTSL VII was approximately $11 thousand, or 7.3%, short of a full payment.

 Confidential treatment requested by First Commonwealth Financial Corporation. [***] indicates material that has been
omitted and for which confidential treatment has been requested pursuant to 17 C.F.R. § 200.83.

 United States Securities and

     Exchange Commission

 March 30, 2009

  Page
 7

 A summary of the results of our discounted cash flow tests is included in the table below (dollars in
thousands).

 Deal

Tranche

Cash
Flows
Projected
at 9/30/08*

Expected Cash
Flows from
99-20 Cash
Flow Test
at 12/31/08 *

Result of
99-20
Cash Flow
Test
at 12/31/08

 Pre TSL I

Senior

$
394,222

$394,222

Pass

 Pre TSL IV

Mezzanine

$
103,627

$103,627

Pass

 Pre TSL V

Mezzanine

$
66,246

$  66,246

Pass

 Pre TSL VI

Mezzanine

$
40,832

$  40,832

Pass

 Pre TSL VII

Mezzanine

$
341,593

$323,823

Fail

 Pre TSL VIII

Mezzanine

$
144,655

$144,655

Pass

 Pre TSL IX

Mezzanine

$
210,761

$210,761

Pass

 Pre TSL X

Mezzanine

$
172,251

$172,251

Pass

 Pre TSL XII

Mezzanine

$
498,478

$498,478

Pass

 Pre TSL XIII

Mezzanine

$
241,018

$241,018

Pass

 Pre TSL XIV

Mezzanine

$
286,834

$286,834

Pass

 MMCap I-Senior

Senior

$
407,639

$407,639

Pass

 MMCap I-Mezzanine

Mezzanine

$
241,241

$241,241

Pass

 MM Comm IX

Mezzanine

$
122,668

$122,668

Pass

 MM Comm IX

Mezzanine

$
147,201

$147,201

Pass

*
Represents cash flows for total tranche.

 2) Credit
Analysis - A credit evaluation was performed for each of the 376 banks comprising the collateral across the various pooled trust preferred securities. Our credit evalua