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 First Commonwealth Financial Corporation
 601 Philadelphia Street Indiana, PA
15701
 March 14, 2025
 Via EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549 Attention: Robert Arzonetti

 Re:
 Request for Acceleration of Effectiveness
 First Commonwealth Financial Corporation Registration Statement on Form S-4 (File
No. 333-284578) Dear Mr. Arzonetti:
 Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the
“Commission”) promulgated under the Securities Act of 1933, as amended, First Commonwealth Financial Corporation hereby respectfully requests that the effectiveness of the above referenced registration statement on Form S-4, File No. 333-284578, as amended, be accelerated by the Commission so that it will become effective at 4:00 p.m. Eastern Time on March 14, 2025,
or as soon thereafter as practicable. Please contact James J. Barresi of Squire Patton Boggs (US) LLP at (513) 361-1260 or james.barresi@squirepb.com with any questions you may have. In addition, please notify Mr. Barresi when this request for acceleration has been granted.

 Very truly yours,

 /s/ Matthew C. Tomb

 Matthew C. Tomb

 Executive Vice President,

 General Counsel and Secretary

 cc:
 James J. Barresi
 Michael E. Fisher (Squire Patton
Boggs (US) LLP)

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First Commonwealth Financial Corporation
 601 Philadelphia Street

Indiana, PA 15701

 March 7, 2025

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Robert Arzonetti

Re:

 Withdrawal of Request for Acceleration of Effectiveness

First Commonwealth Financial Corporation Registration Statement on Form S-4 (File
No. 333-284578)

 Dear Mr. Arzonetti:

Reference is made to our letter, filed as correspondence via EDGAR on March 4, 2025, in which we requested the acceleration of the
effective date of the above-referenced Registration Statement for Friday, March 7, 2025, at 9:00 a.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration
Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

 Please
contact James J. Barresi of Squire Patton Boggs (US) LLP at (513) 361-1260 or james.barresi@squirepb.com with any questions you may have.

Very truly yours,

/s/ Matthew C. Tomb

Matthew C. Tomb

 Executive Vice President,

 General Counsel
and Secretary

cc:

 James J. Barresi

 Michael E.
Fisher

 (Squire Patton Boggs (US) LLP)

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 First Commonwealth Financial Corporation

 601
Philadelphia Street

 Indiana, PA 15701

 March 4, 2025

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Robert
Arzonetti

Re:
 Request for Acceleration of Effectiveness

 
 First Commonwealth Financial Corporation Registration Statement on
Form S-4 (File No. 333-284578)

 Dear
Mr. Arzonetti:

 Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange
Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended, First Commonwealth Financial Corporation hereby respectfully requests that the effectiveness of the above referenced registration statement on Form S-4, File No. 333-284578, as amended, be accelerated by the Commission so that it will become effective at 9:00 a.m. Eastern Time on March 7, 2025, or
as soon thereafter as practicable.

 Please contact James J. Barresi of Squire Patton Boggs (US) LLP at (513) 361-1260 or james.barresi@squirepb.com with any questions you may have. In addition, please notify Mr. Barresi when this request for acceleration has been granted.

Very truly yours,

/s/ Matthew C. Tomb

Matthew C. Tomb

 Executive Vice President,

 General Counsel
and Secretary

cc:
 James J. Barresi

 
 Michael E. Fisher

 
 (Squire Patton Boggs (US) LLP)

February 4, 2025
T. Michael Price
President and CEO
First Commonwealth Financial Corporation
601 Philadelphia Street
Indiana, PA 15701
Re:First Commonwealth Financial Corporation
Registration Statement on Form S-4
Filed January 29, 2025
File No. 333-284578
Dear T. Michael Price:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Jim Barresi

October 3, 2024
James R. Reske
Executive Vice President, Chief Financial Officer, and Treasurer
First Commonwealth Financial Corporation
601 Philadelphia Street
Indiana, PA 15701
Re:First Commonwealth Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-11138
Dear James R. Reske:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Finance

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Document

September 19, 2024

Via EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Victor Cecco and John Nolan

Re:     First Commonwealth Financial Corporation

Form 10-K for the Fiscal Year Ended December 31, 2023

File No. 001-11138

Dear Mr. Cecco and Mr. Nolan:

We have received your letter dated September 9, 2024 regarding your review of the above-referenced filing.  As you requested, this letter responds to the comments set forth in your letter, which are restated below for your convenience.

Form 10-K for the Fiscal Year Ended December 31, 2023

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Loan and Lease Portfolio, page 42

1.     We note from your tabular disclosure that commercial real estate (“CRE”) loans represent a significant portion of your total loan portfolio and that the CRE loan portfolio increased as a result of your 2023 acquisition of Centric. Please revise future filings to further disaggregate the composition of your CRE loan portfolio to address geographic and other concentrations to the extent material to an investor’s understanding of your CRE loan portfolio. In this regard, provide quantitative and qualitative disclosure regarding current weighted average and/or range of loan-to-value ratios and occupancy rates, if available, as well as other factors to the extent material to an investor’s understanding of the risks inherent in your CRE loan portfolio.

United States Securities and Exchange Commission

September 19, 2024

Page 2

Response:

The Company acknowledges the Staff’s comment and confirms it will revise disclosures in future filings to further disaggregate the composition of our commercial real estate portfolio. Disclosures will incorporate additional available information related to characteristics we believe are material to an investors understanding of the components and risks inherent in our commercial real estate portfolio.

Market Risk, page 50

2.    Please revise future filings to clarify specific details of any risk management policies, procedures or other actions undertaken by management in response to the current CRE environment.

Response:

The Company acknowledges the Staff’s comment and confirms it will revise disclosures in future filings to describe specific details of any risk management policies, procedures and other actions undertaken by management in response to the current commercial real estate lending environment.

3.     We also note the statement on page 52 that the analysis and model used to quantify the sensitivity of your net interest income becomes less meaningful in a decreasing 200 basis point scenario “given the current interest rate environment.” We note similar statements in previous Forms 10-K, for example on page 37 of the Form 10-K for the fiscal year ended December 31, 2013. Please revise future filings to provide an updated description of the analysis and model relating to the “current interest rate environment.”

Response:

The Company acknowledges the Staff’s comment and confirms it will revise disclosures in future filings to provide an updated description of the analysis and model relating to the current interest rate environment.

* * *

United States Securities and Exchange Commission

September 19, 2024

Page 3

We acknowledge that:

•the company 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 company 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.

If you have any questions regarding the foregoing responses or if we may be of any further assistance, please do not hesitate to call me at (724) 349-3099.

Sincerely,

/s/ James R. Reske

James R. Reske

Executive Vice President and

Chief Financial Officer

September 9, 2024
James R. Reske
Executive Vice President, Chief Financial Officer, and Treasurer
First Commonwealth Financial Corporation
601 Philadelphia Street
Indiana, PA 15701
Re:First Commonwealth Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-11138
Dear James R. Reske:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Loan and Lease Portfolio, page 42
1.We note from your tabular disclosure that commercial real estate (“CRE”) loans represent
a significant portion of your total loan portfolio and that the CRE loan portfolio increased
as a result of your 2023 acquisition of Centric. Please revise future filings to further
disaggregate the composition of your CRE loan portfolio to address geographic and other
concentrations to the extent material to an investor’s understanding of your CRE loan
portfolio.  In this regard, provide quantitative and qualitative disclosure regarding current
weighted average and/or range of loan-to-value ratios and occupancy rates, if available, as
well as other factors to the extent material to an investor’s understanding of the risks
inherent in your CRE loan portfolio.

Market Risk, page 50
Please revise future filings to clarify specific details of any risk management policies, 2.

September 9, 2024
Page 2
procedures or other actions undertaken by management in response to the current CRE
environment.
3.We also note the statement on page 52 that the analysis and model used to quantify the
sensitivity of your net interest income becomes less meaningful in a decreasing 200 basis
point scenario “given the current interest rate environment.” We note similar statements in
previous Forms 10-K, for example on page 37 of the Form 10-K for the fiscal year ended
December 31, 2013. Please revise future filings to provide an updated description of the
analysis and model relating to the “current interest rate environment.”
            In closing, 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.
            Please contact Victor Cecco at 202-551-2064 or John Nolan at 202-551-3492 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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 First Commonwealth Financial Corporation

601 Philadelphia Street

 Indiana, PA
15701

 Via EDGAR

December 19, 2022

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-4628

 Attn: J. Nolan McWilliams

Madeleine Mateo

Re:
 First Commonwealth Financial Corporation

Amendment No. 2 to Registration on Form S-4

Filed December 19, 2022

File No. 333-267944

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, First Commonwealth Financial Corporation hereby respectfully requests that the effective date of the above referenced Registration Statement on Form
S-4 be accelerated to 5:00 p.m., Eastern Time, on December 21, 2022, or as soon as practicable thereafter.

Please contact James J. Barresi of Squire Patton Boggs (US) LLP at (513) 361-1260 with any questions
you may have regarding this request. In addition, please notify Mr. Barresi by telephone when this request for acceleration has been granted.

Respectfully,

First Commonwealth Financial Corporation

By:

/s/ James R. Reske

Name:

James R. Reske

Title:

Executive Vice President, Chief Financial Officer and Treasurer

cc:
 T. Michael Price, First Commonwealth Financial Corporation

Patricia A. Husic, Centric Financial Corporation

James J. Barresi, Squire Patton Boggs (US) LLP

Michael E. Fisher, Squire Patton Boggs (US) LLP

Charles Ferry, Stevens & Lee, P.C.

Sunjeet S. Gill, Stevens & Lee, P.C.

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 Squire Patton Boggs (US) LLP

 201 E. Fourth St.,
Suite 1900

 Cincinnati, Ohio 45202

O    +1 513 361 1200

F     +1 513 361 1201

squirepattonboggs.com

 December 2, 2022

 Via
EDGAR

 Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Division of Corporation Finance

 J. Nolan McWilliams

 Madeleine Mateo

Re:
 First Commonwealth Financial Corporation

 Registration Statement on Form S-4

 Filed on October 19, 2022

 File No. 333-267944

Ladies and Gentlemen:

 On behalf of our client,
First Commonwealth Financial Corporation (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) in its comment letter dated November 18, 2022 (the “Comment Letter”) with respect to the Registration Statement on Form
S-4 (the “Registration Statement”) filed with the Commission by the Company on October 19, 2022. Concurrently with the filing of this letter, the Company has filed Amendment
No. 1 to the Registration Statement (“Amendment No. 1”) through EDGAR. To facilitate the Staff’s review, we are providing by overnight delivery a copy of this letter as well as a
clean copy of Amendment No. 1 and a copy marked to show all changes from the Registration Statement.

 For your convenience, we have
set forth below each comment of the Staff from the Comment Letter in bold and italics and provided our response below each comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 1.

 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.

45 Offices in 20 Countries

 Squire Patton Boggs (US) LLP is part
of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities.

 Please visit
squirepattonboggs.com for more information.

 Squire Patton Boggs (US) LLP

  Page
 2

December 2, 2022

 Response: The Company respectfully advises the Staff that it has revised the
disclosure on page 40 of Amendment No. 1 in response to the Staff’s comment.

 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.

Response: The Company respectfully advises the Staff that it has revised the disclosure on pages 27, 28, 42 and 43 of Amendment
No. 1 in response to the Staff’s comment.

 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.

 Response: The Company respectfully advises the Staff that
it has revised the disclosure on pages 55 and 56 of Amendment No. 1 in response to the Staff’s comment.

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.

Response: The Company respectfully advises the Staff that it has revised the disclosure on pages 56 through 58 of Amendment
No. 1 in response to the Staff’s comment.

 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.

Response: The Company respectfully advises the Staff that it has filed the written consent of Patricia A. Husic as required by
Securities Act Rule 438 as Exhibit 99.3 to Amendment No. 1.

 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.

 Squire Patton Boggs (US) LLP

  Page
 3

December 2, 2022

 Response: The Company respectfully advises the Staff that it has revised the exhibit
index to Amendment No. 1 to include the tax opinion of CFC’s legal counsel as Exhibit 8.2 and has filed the tax opinion of CFC’s legal counsel as Exhibit 8.2 to Amendment No. 1.

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 Compliance and Disclosure Interpretation Question 233.02.

Response: The Company respectfully advises the Staff that the consent of Stephens, Inc. has been revised and filed as Exhibit 99.2
to Amendment No. 1.

 * * * * *

 Squire Patton Boggs (US) LLP

  Page
 4

December 2, 2022

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (513) 361-1260.

Very truly yours,

/s/ James J. Barresi

James J. Barresi

Squire Patton Boggs (US) LLP

cc:
 T. Michael Price

 President and Chief Executive Officer, First Commonwealth Financial Corporation

 Patricia A. Husic

 President and Chief Executive Officer, Centric Financial Corporation

 Michael E. Fisher

 Squire Patton Boggs (US) LLP

 Charles Ferry

 Stevens & Lee, P.C.

 Sunjeet S. Gill

 Stevens & Lee, P.C.

United States securities and exchange commission logo
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

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 FIRST COMMONWEALTH FINANCIAL CORPORATION

601 PHILADELPHIA STREET

INDIANA, PENNSYLVANIA 15701

January 23, 2017

 VIA EDGAR

 Ms. Era Anagnosti

 Legal Branch Chief

Office of Financial Services

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549-3628

Re:
First Commonwealth Financial Corporation

 Registration Statement on Form S-4

 File No. 333-214703

Dear Ms. Anagnosti:

 The undersigned hereby
requests, pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, that the above-referenced Registration Statement on Form S-4 (File
No. 333-214703) (the “Form S-4”) of First Commonwealth Financial Corporation be declared effective at 5:00 p.m., New York City time,
January 25, 2017. We respectfully request that we be notified of such effectiveness by a telephone call to Erich M. Hellmold of Squire Patton Boggs (US) LLP at (202) 457-6190 and that such
effectiveness also be confirmed in writing to the addressees listed on the cover page of the Form S-4.

 Very truly yours,

FIRST COMMONWEALTH FINANCIAL CORPORATION

 By:

 /s/ Matthew C. Tomb

 Name:

 Matthew C. Tomb, Esq.

 Title:

 Executive Vice President,

 General Counsel and Chief Risk Officer

cc:    James
J. Barresi, Squire Patton Boggs (US) LLP

 Erich M. Hellmold, Squire Patton Boggs (US) LLP

Jessica Livingston, United States Securities and Exchange Commission

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 [FCF LETTERHEAD]

VIA EDGAR and BY HAND

 Ms. Era Anagnosti,

 Legal Branch Chief

 Office of Financial Services

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
First Commonwealth Financial Corporation

Registration Statement on Form S-4

Filed November 18, 2016

File No. 333-214703

 Dear Ms. Anagnosti:

This letter, together with Amendment No. 1 (“Amendment No. 1”) to the above-referenced registration statement on Form S-4
(the “Registration Statement”) of First Commonwealth Financial Corporation (“FCF”) filed today with the Securities and Exchange Commission (the “Commission”) via EDGAR, responds to your letter, dated December 12,
2016, to Matthew C. Tomb, Executive Vice President, General Counsel and Chief Risk Officer of FCF, regarding the Registration Statement, including the proxy statement/prospectus contained therein, filed with the Commission on November 18, 2016.

 For your convenience, FCF has reproduced each of the Staff’s comments below and provided its responses below each comment.
Capitalized terms used in this letter and not otherwise defined have the meanings assigned to such terms in the Registration Statement.

 Prospectus
Cover Page

 1. Please revise the first paragraph to disclose that the total merger consideration is fixed at 20% cash and 80% stock.
Also revise to disclose that, as a result of these limits, shareholders may receive a combination of cash and stock and will not know at the time of the vote the number of shares and amount of cash that they will receive in the merger.

 Ms. Era Anagnosti

United States Securities and Exchange Commission

 January 6, 2017

 Page 2

 Response:

The Registration Statement has been revised in response to the Staff’s comment. Please refer to the prospectus cover page in Amendment
No. 1 to the Registration Statement.

 2. Please disclose that the merger is subject to a floor price as set forth in the third
paragraph of your “Termination” summary disclosure on page 12. In addition, disclose that if the price falls below the floor and DCB exercises its right to terminate the Merger Agreement, First Commonwealth may prevent termination by
increasing the exchange ratio pursuant to a formula set forth in the Merger Agreement. Please add footnote disclosure to the calculation of the registration fee table to the extent that additional stock consideration may be issued to accommodate the
increase in the exchange ratio, noting that First Commonwealth will file a registration statement to cover the issuance of the additional shares of First Commonwealth common stock. For guidance, please refer to Securities Act Rule 413 and Securities
Act Rules Compliance and Disclosure Interpretation 610.01.

 Response:

The Registration Statement has been revised in response to the Staff’s comment. Please refer to the prospectus cover page in Amendment
No. 1 to the Registration Statement.

 Proposal 1 – The Merger

Opinion of DCB Financial’s Financial Advisor, page 38

3. We note your disclosure in the seventh bullet point of the first full paragraph on page 40 regarding the projected balance sheet of First
Commonwealth prepared by First Commonwealth management and discussed with DCB’s advisor. Please revise to disclose any material projections of First Commonwealth relied on by KBW or provide us an analysis supporting your determination that
disclosure of such projections is not material.

 Response:

The Registration Statement has been revised in response to the Staff’s comment. Please refer to page 53 in Amendment No. 1 to the
Registration Statement.

 The Merger Agreement Voting Agreement, page 71

4. Please file the voting agreement as an exhibit to the registration statement or include it as Exhibit A to the Merger Agreement, which you
have attached as Annex A at the end of the registration statement.

 Ms. Era Anagnosti

United States Securities and Exchange Commission

 January 6, 2017

 Page 3

 Response:

We have included the form of voting agreement as Exhibit A to the Merger Agreement as requested.

In addition, in connection with this response letter, FCF hereby acknowledges the following statements:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have additional questions or require any additional information with respect to the Registration Statement or this
letter, please do not hesitate to contact me at (724) 463-2030 or James J. Barresi at (513) 361-1260.

Sincerely,

/s/ Matthew C. Tomb

 Matthew C. Tomb

 Executive Vice
President,

 General Counsel and Chief Risk Officer

cc:
James J. Barresi, Esq., Squire Patton Boggs (US) LLP

 Erich M. Hellmold, Esq., Squire Patton
Boggs (US) LLP

 Jessica Livingston, United States Securities and Exchange Commission

Mail Stop 4720
December 12 , 2016

Matthew C. Tomb
Executive Vice President,
General Counsel and Chief Risk Officer
First Commonwealth Financial Corporation
601 Philadelphia Street
Indiana, PA  15701

Re: First Commonwealth Financial Corporation
 Registration Statement on Form S-4
Filed November 18 , 2016
File No. 333-214703

Dear M r. Tomb :

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 com ments 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, w e may have  additional comments.

Prospectus Cover Page

1. Please revise the first paragraph to disclose that the total merger consideration is fixed at
20% cash and 80% stock.  Also revise to disclose that, as a result of these limits,
shareholders may rec eive a combination of cash and stock and will not know at the time
of the vote the number of shares and amount of cash that they will receive in the merger.

2. Please disclose that the merger is subject to a floor price as set forth in the third
paragraph of your “Termination” summary  disclosure on page 1 2.  In addition, disclose
that if the price falls below the floor and DCB exercises  its right to terminate the Merger
Agreement, First Commonwealth may prevent termination by increasing the exchange
ratio p ursuant to a formula set forth in the Merger Agreement.  Please add footnote
disclosure to the calculation of the registration fee table to the extent that additional stock

Matthew C. Tomb
First Com monwealth Financial Corporation
December 12 , 2016
 Page 2

 consideration may be issued to accommodate the increase in the exchange ratio, noti ng
that First Commonwealth will file a registration statement to cover the issuance of the
additional shares of First Commonwealth common stock.  For guidance, please refer to
Securities Act Rule 413 and Securities Act Rules Compliance and Disclosure
Inter pretation 610.01 .

Proposal 1 – The Merger

Opinion of DCB Financial’s Financial Advisor, page 38

3. We note your disclosure in the seventh bullet point of the first full paragraph on page 40
regarding the projected balance sheet of First Commonwealth prepared by First
Commonwealth management and discussed with DCB’s advisor.  Please revise to
disclose any material projections of First Commonwealth relied on by KBW or provide
us an analysis supporting your determination that disclosure of such projectio ns is not
material.

The Merger Agreement

Voting Agreement, page 71

4. Please file the voting agreement as an exhibit to the registration statement or include it as
Exhibit A to the Merger Agreemen t, which you have attached as  Annex A at the end of
the registration statement.

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 Rule 461 regarding requests for  accelerati on.  Please allow adequate time  for us
to review any amendment prior to the requested effective date of the registration statement.

Please contact Jessica Livingston , Staff Attorney,  at 202-551-3448 or me at  202-551-
3369  with any questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc:  James J. Barresi , Esq. (Via E -mail)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

Octobe r 15, 2014

Via E -mail
T. Michael Price
President and Chief Executive Officer
First Commonwealth Financial Corp
601 Philadelphia Street
Indiana, PA  15701

Re: First Commonwealth Financial Corp
Form 10 -K for the fiscal ye ar ended December 31, 2013
Filed March 3 , 2014
File No. 001-11138

Dear Mr.  Price :

We have completed  our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing [s] and the company may not assert staff
comme nts as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Todd K. Schiffman

        Todd K. Schiffman
        Assistant Director

CORRESP
1
filename1.htm

		SEC comment  letter

First Commonwealth

Financial Company

Executive Offices

Old Courthouse Square

22 North Sixth Street

Indiana, Pennsylvania  15701-0400

724.349.7220 Phone

www.fcbanking.com

October 6, 2014

By EDGAR

Mr. Todd K. Schiffman

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:     First Commonwealth Financial Corporation

Form 10-K for the fiscal year ended December 31, 2013

Filed March 3, 2014

File No. 001-11138

Dear Mr. Schiffman:

We have received your letter dated September 23, 2014 regarding your review of the above-referenced filing.  As you requested, this letter responds to the comment set forth in your letter, which is restated below for your convenience.

Item 1. Business

1.     In future filings provide a narrative discussion of each category in your loan portfolio including:

•

 the composition of each loan category;

•

 any risks that are unique to each category;

•

 a brief description of your underwriting criteria for each category (including subcategories such as indirect auto lending) and

•

 whether you engage in subprime lending.

Please provide us with a draft of your proposed disclosure.

United States Securities and Exchange Commission

October 6, 2014

Page 2

In future filings, we will include under “Part I, Item 1. - Business” a narrative discussion of each category of our loan portfolio containing the information requested, similar to the following:

“Loan Portfolio

The Company’s loan portfolio includes several categories of loans which are discussed in detail below.  The Company does not engage in subprime lending.

Commercial, Financial, Agricultural and Other

Commercial, financial, agricultural and other loans represent term loans used to acquire business assets or revolving lines of credit used to finance working capital. These loans are generally secured by a first lien position on the borrower’s business assets as a secondary source of repayment. The type and amount of the collateral varies depending on the amount and terms of the loan, but generally may include accounts receivable, inventory, equipment or other assets.  Loans also may be supported by personal guarantees from the principals of the commercial loan borrowers.

Commercial loans are underwritten for credit-worthiness based on the borrowers’ financial information, cash flow, net worth, prior loan performance, existing debt levels, type of business and the industry in which it operates.  Advance rates on commercial loans are generally collateral-dependent and are determined based on the type of equipment, the mix of inventory and the quality of receivables.

Credit risk for commercial loans can arise from a borrower’s inability or unwillingness to repay the loan, and in the case of secured loans, from a shortfall in the collateral value in relation to the outstanding loan balance in the event of a default and subsequent liquidation of collateral. The Company’s Credit Policy establishes loan concentration limits by borrower, geography and industry.

Commercial Real Estate

Commercial real estate loans represent term loans secured by owner-occupied and non-owner occupied properties. Commercial real estate loans are underwritten based on an evaluation of each borrower’s cash flow as the principal source of loan repayment, and are generally secured by a first lien on the property as a secondary source of repayment.  Our underwriting process for non-owner occupied properties evaluates the history of occupancy, quality of tenants, lease terms, operating expenses and cash flow. Commercial real estate loans are subject to the same credit evaluation as previously described for commercial loans.

For loans secured by commercial real estate, at origination the Company obtains current and independent appraisals from licensed or certified appraisers to assess the value of the underlying collateral. The Company’s general policy for commercial real estate loans is to limit the terms of the loans to not more than 10 years with loan-to-value ratios not exceeding 80% on owner-occupied and income producing properties. For non-owner occupied commercial real estate loans, the loan terms are generally aligned with the property’s lease terms and are generally underwritten with a loan-to-value ratio not exceeding 75%.

Credit risk for commercial real estate loans can arise from economic conditions which impact market demand, rental rates and property vacancy rates and declines in the collateral value in relation to the outstanding loan balance in the event of a default and subsequent liquidation of collateral.

United States Securities and Exchange Commission

October 6, 2014

Page 3

Real Estate Construction

Real estate construction represents financing for real estate development.  The underwriting process for these loans is designed to confirm that the project will be economically feasible and financially viable and is

generally conducted as though the Company would be providing permanent financing for the project. Development and construction loans are secured by the properties under development or construction, and personal guarantees are typically obtained as a secondary repayment source. The Company considers the financial condition and reputation of the borrower and any guarantors and generally requires a global cash flow analysis in order to assess the overall financial position of the developer.

Construction loans to residential builders are generally made for the construction of residential homes for which a binding sales contract exists and for which the prospective buyers have been pre-qualified for permanent mortgage financing by either third-party lenders or the Company.  These loans are generally for a period of time sufficient to complete construction. The Company no longer provides lot development lending.

Credit risk for real estate construction loans can arise from construction delays, cost overruns, failure of the contractor to complete the project to specifications and economic conditions which could impact demand for or supply of the property being constructed.

Residential Real Estate Loans

Residential real estate loans include first lien mortgages used by the borrower to purchase or refinance a principal residence and home equity loans and lines of credit secured by residential real estate.  The Company’s underwriting process for these loans determines credit-worthiness based upon debt-to-income ratios, collateral values and other relevant factors.

Credit risk for residential real estate loans can arise from a borrower’s inability or unwillingness to repay the loan or a shortfall in the value of the residential real estate in relation to the outstanding loan balance in the event of a default and subsequent liquidation of the real estate collateral.

The residential real estate portfolio includes both conforming and non-conforming mortgage loans. Conforming mortgage loans represent loans originated in accordance with underwriting standards set forth by the government-sponsored entities, including the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and the Government National Mortgage Association, which serve as the primary purchasers of loans sold in the secondary mortgage market by mortgage lenders. These loans are generally collateralized by one-to-four-family residential real estate, have loan-to-collateral value ratios of 80% or less (or have mortgage insurance to insure down to 80%), and are made to borrowers in good credit standing.  Non-conforming mortgage loans represent loans that generally are not saleable in the secondary market to the government-sponsored entities due to factors such as the credit characteristics of the borrower, the underlying documentation, the loan-to-value ratio, or the size of the loan. The Company does not offer “subprime,” “interest-only”  or “negative amortization” mortgages.

Home equity lines of credit and other home equity loans are originated by the Company for typically up to 90% of the appraised value, less the amount of any existing prior liens on the property. Additionally, the Company’s credit policy requires borrower FICO scores of not less than 661 and a debt-to-income ratio of not more than 43%.

United States Securities and Exchange Commission

October 6, 2014

Page 4

Loans to Individuals

The Loans to Individuals category includes consumer installment loans, personal lines of credit and indirect automobile loans. Credit risk for consumer loans can arise from a borrower’s inability or unwillingness to repay the loan, and in the case of secured loans, by a shortfall in the value of the collateral in relation to the outstanding loan balance in the event of a default and subsequent liquidation of collateral.

The underwriting criteria for automobile loans allow for such loans to be made for up to 100% of the purchase price or the retail value of the vehicle as listed by the National Automobile Dealers Association. The terms of the loan are determined by the age and condition of the collateral, and range from 36 to 84 months. Collision insurance policies are required on all automobile loans. The Company also makes other consumer loans, which may or may not be secured. The terms of secured consumer loans generally depend upon the nature of the underlying collateral. Unsecured consumer loans usually do not exceed $35 thousand and have a term of no longer than 36 months. ”

* * *

We acknowledge that:

•

 the company 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 company 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.

If you have any questions regarding the foregoing responses or if we may be of any further assistance, please do not hesitate to call me at (724) 349-3099.

Sincerely,

/s/ James R. Reske

James R. Reske

Executive Vice President and

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

September  23, 2014

Via E -mail
T. Michael Price
President and Chief Executive  Officer
First Commonwealth Financial Corp
601 Philadelphia Street
Indiana, PA  15701

Re: First Commonwealth Financial Corp
Form 10 -K for the fiscal ye ar ended December 31, 2013
Filed March 3 , 2014
File No. 001-11138

Dear Mr.  Price :

We have reviewed  your filing s and have the following 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 within ten business days by providing the requested
informati on or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstance s, please tell us why in your
response.

After reviewing the information you provide in response to these comments,  we may
have additional comments.

Item1. Business

1. In future filings provide a narrative discussion of each category in your loan portfolio
including:

 the composition of each loan category;
 any risks that are unique to each category;
 a brief description of your underwriting criteria for each category (including
subcategories such as indirect auto lending)  and
 whether you engage in subprime lending.

Please provide us with a draft of your proposed disclosure.

T. Michael Price
First Commonwealth Financial Corp
September 23 , 2014
Page 2

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company 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 company 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.

Please contact Jessica Livingston, Staff Attorney, at 202 -551-3448 or me at 202 -551-
3491  with any other questions.

Sincerely,

 /s/ Todd K. Schiffman

        Todd K. Schiffman
        Assistant Director

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

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 4720

September 10, 2009
 Teresa M. Ciambotti Principal Financial Officer First Commonwealth Corporation 22 North Sixth Street Indiana, Pennsylvania 15701
RE: First Commonwealth Corporation
Form 10-K for Fiscal Year Ended December 31, 2008
Filed February 26, 2009 Form 10-Q for the Quarterly Period Ended March 31, 2009 Filed May 7, 2009 File No. 1-11138

Dear Ms. Ciambotti,   We have completed our review of your Form 10-K and related filings and have no further comments at this time.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

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

 August 17, 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

 Filed February 26, 2009

 Form 10-Q for the Quarterly Period Ended March 31, 2009

 Filed May 7, 2009

 File No. 1-11138

 Dear Mr. Volley:

 First Commonwealth Financial Corporation (the “Company,” “we,” “our” or “us”) has received your letter dated
July 15, 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.

 Financial Statements

 Note 7 – Impairment of Investment Securities, page 12

 1. We note your response to comment 6 in your
letter dated June 2, 2009. It appears that the subsequent events related to BankAtlantic and Imperial Capital Bancorp, Inc. are type 1 subsequent events that provide additional evidence with respect

 United States Securities and

     Exchange Commission

 August 17, 2009

  Page
 2

to conditions that existed at the date of the balance sheet and should have been included in your other-than-temporary impairment analysis at
December 31, 2008. These events are consistent with the example in paragraph .04 of AU Section 560 related to a loss on an uncollectible trade account receivable as a result of a customer’s deteriorating financial condition leading to
bankruptcy subsequent to the balance-sheet date. Please tell us the effect on your December 31, 2008 and March 31, 2009 financial statements if you had included these events in your other-than-temporary impairment analysis as of
December 31, 2008. If you believe the effect is material, please amend your filings and restate your financial statements to correct for this error. If you believe the effect is not material and a restatement is not required, please provide us
with your SAB 99 materiality analysis.

 We have carefully considered the Staff’s comments regarding the subsequent events relating
to Imperial Capital Bancorp (“ICB”) and BankAtlantic Bancorp (“BankAtlantic”). We will first address the classification of these events as type 1 or type 2 subsequent events under AU Section 560 and then address the
materiality of the effect of including these events in our financial statements as of December 31, 2008 and March 31, 2009.

 Subsequent Event
Classification

 At the outset, we wish to highlight that the subsequent events relating to ICB and the subsequent event relating to
BankAtlantic are fundamentally different and therefore require separate analysis and discussion.

 ICB Subsequent Event. On
March 3, 2009, we learned that ICB had disclosed on February 17, 2009 that the Federal Deposit Insurance Corporation and the California Department of Financial Institutions had imposed a Cease and Desist Order against ICB’s bank
subsidiary, Imperial Capital Bank (the “Order”). Among other stipulations, the Order prohibited the Bank from paying cash dividends without the prior consent of its regulators. Concurrently with the Order, ICB received notice from the
Federal Reserve Bank of San Francisco, its regulator as a bank holding company, that designated ICB to be in “troubled condition” and prohibited ICB from paying cash dividends, including interest payments on its trust preferred securities.

 We concur with the Staff’s position that these events relating to ICB constituted type 1 subsequent events, because the conditions
which led to the subsequent events, namely a weakened and deteriorating financial condition, existed at December 31, 2008. To this end, we note that the total risk-based capital ratios of ICB and its bank subsidiary were below the “well
capitalized” thresholds at December 31, 2008, which can trigger regulatory intervention, and the financial condition of ICB had deteriorated dramatically from the third to the fourth quarter of 2008, as evidenced by a net loss of $6.66 per
share in the fourth quarter of 2008

 United States Securities and

     Exchange Commission

 August 17, 2009

  Page
 3

that was driven primarily by a 500% increase in the provision for credit losses from the third quarter to the fourth quarter of 2008. Had we adjusted our
analysis for the effect of this subsequent event, we would have assigned a 100% probability of default to ICB. Our assessment of the materiality of this change is described below under “Materiality Analysis” and in our SAB 99 materiality
analysis which are attached as Exhibits A and B.

 BankAtlantic Subsequent Event. BankAtlantic disclosed and we became aware on
February 20, 2009, that it had “elected to defer regularly scheduled interest payments” on the company’s trust preferred securities. The disclosure did not state any company-specific reasons for the deferral, but instead
attributed the decision to the “challenging economic environment” and the company’s desire to “preserve liquidity in this environment.” The disclosure did not indicate how long the deferral would last but indicated that
BankAtlantic had filed an application to participate in the U.S. Treasury’s Capital Purchase Plan (“CPP”) and stated: “In the event we receive approval to participate in the CPP and choose to do so, we expect that we would end
the deferral period using existing funds of the Company to pay all accrued amounts on the [trust preferred securities]” (emphasis added).

 Based on our analysis of the limited information that BankAtlantic disclosed about its deferral decision and the financial information that was available to us at the time we filed our Annual Report, we concluded that the announcement was
not indicative of conditions that existed as of December 31, 2008. Rather, we concluded that the decision to defer was made as a precautionary measure to preserve liquidity in the face of great uncertainty over future economic conditions. This
conclusion is supported by the following factors:

1.
BankAtlantic’s financial information as of December 31, 2008 showed that its capital was stable despite having incurred significant losses during 2008.

a.
BankAtlantic’s risk based capital levels as of December 31, 2008 were unchanged from December 31, 2007 and exceeded well-capitalized status.

12/31/08

12/31/07

Regulatory
Minimum

Well
Capitalized
Minimum

 Total Capital Ratio

11.63%

11.63%

8.0%

10.00%

 Tier I Capital Ratio

  9.85%

  9.85%

4.0%

  6.00%

 United States Securities and

     Exchange Commission

 August 17, 2009

  Page
 4

b.
At December 31, 2008, BankAtlantic’s risk based capital levels were comparable to those of its peers.

Bank
Atlantic

Peers (1)

 Total Capital Ratio

11.63%

11.63%

 Tier I Capital Ratio

  9.85%

10.00%

 (1)    Source: SNL Southeast Thrift Peer Group

c.
The losses reported by BankAtlantic in the fourth quarter of 2008, unlike those reported by ICB, were driven primarily by non-cash impairment charges. For the fourth quarter of
2008, BankAtlantic reported a net loss of $156.6 million for the quarter which included non-cash charges of $129.6 million, comprised of goodwill impairment and a non-cash deferred tax asset valuation allowance. In its earnings release, BankAtlantic
described this loss as follows:

 “While reflected in the fourth quarter’s earnings, the goodwill impairment and the
deferred tax asset allowance have no impact on ongoing operations and did not affect BankAtlantic’s regulatory capital, well-capitalized status, cash or liquidity.”

 The fact that these losses did not affect the cash position, liquidity or capital of BankAtlantic, supported our determination that BankAtlantic’s
decision to exercise its option to defer future interest payments on its trust preferred securities was not the culmination of a weak or deteriorating financial condition that existed at December 31, 2008.

2.
BankAtlantic’s liquidity position was not deteriorating at December 31, 2008, but rather had improved significantly from September 30, 2008 levels due to proactive
measures taken during the fourth quarter. This conclusion was supported by the following factors:

a.
BankAtlantic highlighted its improved liquidity position in its fourth quarter earnings release, as follows: “During the fourth quarter of 2008, BankAtlantic proactively
reduced its period-end Federal Home Loan Bank (‘FHLB’) borrowings from the third quarter by $501.0 million, or 34.0%, and reduced its ratio of total borrowings to deposits plus borrowings from 30.0% to 25.9%. Further, BankAtlantic’s
brokered deposit balances at December 31, 2008 represented only 4.0% of assets, an amount we believe to be significantly below other Florida financial institutions.”

 United States Securities and

     Exchange Commission

 August 17, 2009

  Page
 5

b.
BankAtlantic’s improving liquidity position was further evidenced by a $32.3 million or 105% increase in Net Cash Provided by Operating Activities as indicated in
BankAtlantic’s Consolidated Statement of Cash Flows filed with its September 30, 2008 Form 10-Q (the most recent cash flow statement available at the time we filed our Annual Report).

c.
As of December 31, 2008, as well as February 26, 2009, the date First Commonwealth filed its Annual Report on Form 10-K, BankAtlantic had timely made all scheduled
interest payments on its trust preferred debt. This includes payments that were due and collected in January 2009.

d.
When describing its application for the CPP, BankAtlantic indicated that it expected to end the deferral of interest on its trust preferred securities if the application was
approved by using “existing funds of the Company to pay all accrued amounts on the Securities.” This, in our view, demonstrated that BankAtlantic had adequate liquidity to service its trust preferred interest payments at December 31,
2008, even without receiving a CPP investment.

 We assigned significant weight to this evidence of BankAtlantic’s
improving liquidity position in our subsequent event analysis, because preservation of liquidity was the stated purpose for BankAtlantic’s decision to defer interest payments on its trust preferred securities. The fact that BankAtlantic had
adequate liquidity at December 31, 2008 supported our conclusion that the decision to defer was made as a precaution against future risks and not the culmination of conditions that existed at December 31, 2008.

 In conclusion, based on all the information that was available to us at the time we filed our Annual Report, we determined the BankAtlantic announcement
was a type 2 subsequent event that would not result in adjustments of the December 31, 2008 financial statements because the decision on the part of BankAtlantic reflected a new condition that would be concurrently evaluated, rather than a
condition that existed at December 31, 2008. Specifically, the deferral decision was part of an effort to preserve liquidity in the face of economic uncertainty. Liquidity decisions are often driven by circumstances that develop suddenly, such
as bank runs or strong negative moods and perceptions by customers and the public at large. To this end, it is worth noting that the deferral announcement was made approximately 10 trading days prior to the bottom of the stock market and was likely
influenced by the extreme negative mood that pervaded at that time. During this period, the stock market was declining precipitously, the pace of bank failures was accelerating and many economists and commentators were predicting an economic
depression. It is our judgment that this extreme negative mood, which arose subsequent to December 31, 2008, caused BankAtlantic’s management to evaluate its options to preserve liquidity and ultimately drove the company’s deferral
decision.

 United States Securities and

     Exchange Commission

 August 17, 2009

  Page
 6

 After reaching our conclusion and before filing our 2008 Form 10-K, a summary of our review of the
BankAtlantic deferral announcement was provided to our auditors, KPMG LLP, for their review. Upon review, KPMG’s national office agreed with our conclusion that the deferral by BankAtlantic constituted a type 2 subsequent event.

 Materiality Analysis

 While it is our judgment it was
appropriate to characterize BankAtlantic’s announcement as a type 2 subsequent event, even if we had characterized the announcement as a type 1 subsequent event, our analysis indicates it would not had been material to our financial results.
Incorporating both the ICB and BankAtlantic events as type 1 subsequent events would have reduced our 2008 net income by $2.621 million and would have only a negligible impact on our capital ratios at December 31, 2008, reducing the Total Risk
Based Capital Ratio by one basis point while other risk based capital ratios would be unchanged. Given the extreme volatility of bank earnings and the significant focus on capital in the current environment, we believe investors would assign greater
importance to the impact of the adjustment on our capital ratios than to the impact on net income. Accordingly, after considering all relevant quantitative and qualitative factors in accordance with SAB 99, we concluded that the impact of
considering this announcement in our impairment analysis as of December 31, 2008 would not have been material. Our SAB 99 analysis accompanies this letter and is briefly summarized below.

 In the December 31, 2008 valuation reports of our trust preferred securities, BankAtlantic was assigned a 6% probability of default. Although we
normally assign a 100% probability of default to issuers that defer interest payments, we believe the unique nature of BankAtlantic’s deferral announcement would have merited a lower probability of default had we adjusted our impairment
analysis for their announcement. As noted above, BankAtlantic disclosed at the time of its deferral that it had filed an application to participate in the CPP and if that application was approved, it “expected” to end the deferral period
and pay accrued interest on its trust preferred securities. While this statement was phrased as an “expectation,” we determined that BankAtlantic would have been required to end the deferral period in order to pay dividends on its CPP
preferred stock due to the structural seniority of the trust preferred securities, which are reflected as subordinated debt in the capital structure. Therefore, we concluded that BankAtlantic would in fact end the deferral period if it participated
in the CPP.

 United States Securities and

     Exchange Commission

 August 17, 2009

  Page
 7

 As a result of the above considerations, there was uncertainty at the time we filed our Annual Report
over whether BankAtlantic would actually defer its next scheduled interest payment. As such, we would have assessed the likelihood of approval of BankAtlantic’s CPP application when determining the appropriate probability of default for
BankAtlantic at December 31, 2008, consistent with our impairment assessment process. Therefore we considered the probability of deferral was the inverse of the probability of BankAtlantic receiving approval to participate in the CPP.

 To assess this probability, we compared BankAtlantic’s financial condition as of December 31, 2008 to that of similar banks that
had received approval to participate in the CPP. The table below shows three institutions of similar size, asset quality and capital pos

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 4720

July 15, 2009
 Edward Lipkus III Chief Financial Officer First Commonwealth Corporation 22 North Sixth Street Indiana, Pennsylvania 15701
RE: First Commonwealth Corporation
Form 10-K for Fiscal Year Ended December 31, 2008
Filed February 26, 2009 Form 10-Q for the Quarterly Period Ended March 31, 2009 Filed May 7, 2009 File No. 1-11138

Dear Mr. Lipkus,
We have reviewed your letter filed on June 2, 2009 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 filings.  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.       March 31, 2009 Form 10-Q

Edward Lipkus III
First Commonwealth Corporation
July 15, 2009 Page 2   Financial Statements

 Note 7 – Impairment of Investment Securities, page 12

 1. We note your response to comment 6 in your letter dated June 2, 2009.  It appears that the subsequent events related to BankAtlantic and Imperial Capital Bancorp, Inc. are type I subsequent events that provide additional evidence with respect to conditions that existed at the date of the balance sheet and should have been included in your other-than-temporary impairment analysis at December 31, 2008.  These events are consistent with the example in paragraph .04 of AU Section 560 related to a loss on an uncollectible trade account receivable as a result of a customer's deteriorating financial condition leading to bankruptcy subsequent to the balance-sheet date.  Please tell us the effect on your December 31, 2008 and March 31, 2009 financial statements if you had included these events in your other-than-temporary impairment analysis as of December 31, 2008.  If you believe the effect is material, please amend your filings and restate your financial statements to correct for this error.  If you believe the effect is not material and a restatement is not required, please provide us with your SAB 99 materiality analysis.
 Form 8-K filed April 23, 2009

 2. We note your response to comment 7 in your letter dated June 2, 2009 related to your “core net income,” “core return on average equity,” “core return on average assets,” “core earnings per share,” and “core non-interest income.”  Such alternative performance measures exclude certain recurring gains and losses on your investment portfolio.  The support provided does not meet the burden of demonstrating the usefulness of each “core” non-GAAP measure as discussed in FAQ #8 in the FAQ Regarding the Use of Non-GAAP Financial Measures prepared by Staff Members in the Division of Corporation Finance in light of the recurring nature of the adjustments and the significant limitations on their usefulness.  Additionally, it appears that the alternate financial measure “core earnings per share” is prohibited by FAQ #11.  Therefore, please omit similar “core” financial performance measures in future filings.
 3. Your response indicates that the performance-based annual incentive bonuses for certain executives are based on certain of your “core” non-GAAP measures.  Notwithstanding the previous comment, to the extent you determine that such bonus expense that is computed based on these non-GAAP measures is material, we would not object to you  identifying  in your compensation disclosure sections the non-GAAP measures used to determine such bonuses and to quantify the amount of bonus expense based on these measures. Refer to FAQ #10.

Edward Lipkus III
First Commonwealth Corporation July 15, 2009 Page 3
 Considering that gains and losses on investment securities are traditionally considered to be part of the core business of a financial institution, the titles such as “core net income”, etc., are not reflective of the performance measures as you compute them.  Therefore, to the extent you include these measures in your discussions of compensation expense, please change their title to more accurately reflect their composition.
   As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our comments and provide any requested information.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Michael Volley, Staff A ccountant, at (202) 551-3437 or me at
(202) 551-3494 if you have questions regarding our comments.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 FOIA Confidential Treatment Request

 June 2, 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

 Filed February 26, 2009

 Form 10-Q for the Quarterly Period Ended March 31, 2009

 Filed May 7, 2009

 File No. 1-11138

 Dear Mr. Volley:

 First Commonwealth Financial Corporation (the “Company,” “we,” “our” or “us”) has received your letter dated May 18, 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 and Quarterly Report on Form 10-Q filed by the Company with the Commission on May 7,
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.

 March 31, 2009 Form 10-Q

 Financial Statements

 Note 7 – Impairment of
Investment Securities, page 12

 United States Securities and

     Exchange Commission

 June 2, 2009

  Page
 2

1.
On page 20 you disclose that you use a discounted cash flow analysis to determine the fair value of your pooled trust preferred collateralized debt obligations. You also use a
discounted cash flow analysis to provide the best estimate of credit related other-than-temporary impairment for these securities.

a)
Please provide us with the cash flow analysis used to determine the fair value of PreTSL XIII at March 31, 2009. Please identify all of the key assumptions and explain how
you determined the assumptions were appropriate and consistent with the guidance in SFAS 157 and related interpretations. Specifically provide detailed information on how you determined the discount rate used and how you developed your liquidity
adjustment.

 The cash flow analysis used to determine the fair value of PreTSL XIII at March 31, 2009 is provided as
Exhibit A.

 In accordance with SFAS 157 and related interpretations, it is appropriate to determine fair value for trust preferred
collateralized debt obligations using a discounted cash flow analysis since there has been little or no active trading in the market for these securities over the past nine months. As indicated in paragraph 30 of SFAS 157, it is appropriate to use
our own assumptions about future cash flows and an appropriately risk-adjusted discount rate when determining fair value for a financial asset when relevant observable inputs are not available. In accordance with SFAS 157 and related
interpretations, our primary focus in determining fair value is to identify the return that a market participant would require for comparable securities traded in the market.

 The key assumptions used in measuring fair value include both the discount rate and variables used in preparing the cash flow projections. These variables include the estimate of future cash flows, credit worthiness
of the underlying banks and determination of probability of default of the underlying collateral. The following provides additional information for each of these variables:

•

 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 collateralized debt obligations. 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 of our investments will be returned.

 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

 June 2, 2009

  Page
 3

•

 Credit Analysis – A quarterly credit evaluation is performed for each of the 376 banks comprising the collateral across the various pooled trust preferred
securities. Our credit evaluation considers all evidence available to us and includes the nature of the issuer’s business, its years of operating history, corporate structure, loan composition, loan concentrations, deposit mix, asset growth
rates, geographic footprint and local economic environment. Our analysis focuses on profitability, return on assets, shareholders’ equity, net interest margin, credit quality ratios, operating efficiency, capital adequacy, and liquidity.

•

 Probability of Default – A probability of default is determined for each bank and is used to calculate the expected impact of future deferrals and defaults on
our expected cash flows. Each bank in the collateral pool is assigned a probability of default for each year until maturity. Banks currently in default or deferring interest payments are assigned a 100% probability of default. All other banks in the
pool are assigned a probability of default based on their unique credit characteristics and market indicators. In all cases, a 10% projected recovery rate is applied to projected defaults. The probability of default is updated quarterly.

 The discount rate used on March 31, 2009 for PreTSL XIII was based on the 3 month libor forward rate curve of 3.45%
plus adjustments aggregating 1,278 basis points. The resulting all-in discount rate for PreTSL XIII (used for all periods in the cash flow projection) was therefore 16.23%.

 In accordance with SFAS 157 and related interpretations, the discount rate is comprised of three components: market yield, nonperformance risk and
liquidity risk. At March 31, 2009, the discount rate for PreTSL XIII was calculated as follows:

 3 month libor

3.45
%

 Spread

9.82
%

 Market yield

13.27
%

 Nonperformance risk

.50
%

 Liquidity risk

2.46
%

 Total Discount Rate

16.23
%

1)
Market Yield - Because there is not an active market for trust preferred securities, the baseline for determining an appropriate discount rate is the current market yield for
comparable corporate credit products with a similar payment structure. Since PreTSL XIII is a libor based security, the determination of our market yield begins with the 3 month libor rate. At March 31, 2009, the market yield for PreTSL XIII
was determined by reference to yields on 19 single issue trust preferred securities and therefore includes 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

 June 2, 2009

  Page
 4

credit and liquidity risk associated with those securities. The banks included in the single issue trust preferred list were chosen because they share
similar credit characteristics to the banks in our pooled trust preferred issues and these banks either issued into our pooled trust preferred securities or other similar pooled securities. Given all these factors, the single issue trust preferred
securities provide a good data point for determining market yields for our pooled trust preferred securities. The average current market yield for the 19 securities reflects the exchange traded pricing levels as of March 31, 2009 and provides a
spread of 982 basis points. Adding this spread to the 3 month libor average forward rate curve of 3.45% provides a total market yield of 13.27%.

 The table below provides detail for the single issue trust preferred securities used in determining the average current market yield.

 Single Issuer TruPS Pricing (3/31/2009)

 Company

Cusip

Maturity

Coupon

Par

Price

Yield

Spread*

 Associated Banc-Corp

00209E207

6/15/2032

7.63
%

$
25.00

$
16.75

11.86
%

8.627
%

 BancorpSouth, Inc.

05969E305

1/28/2032

8.15
%

$
25.00

$
24.78

8.24
%

5.006
%

 BB&T Corporation

05530J205

9/15/2063

8.95
%

$
25.00

$
22.05

10.20
%

6.965
%

 Capitol Bancorp Ltd.

14064B208

12/31/2027

8.50
%

$
10.00

$
4.20

20.92
%

17.683
%

 Citizens Republic Bancorp, Inc.

174687103

9/15/2066

7.50
%

$
25.00

$
25.29

25.29
%

22.054
%

 Independent Bank Corporation

44921B208

3/31/2033

8.25
%

$
25.00

$
12.35

17.51
%

14.274
%

 M&T Bank Corporation

55292C203

1/31/2068

8.50
%

$
25.00

$
23.17

9.21
%

5.976
%

 National Penn Bancshares, Inc.

62935R209

9/30/2032

7.85
%

$
25.00

$
20.00

10.09
%

6.853
%

 New York Community Bancorp, Inc.

64944P307

11/1/2051

6.00
%

$
50.00

$
30.10

10.24
%

6.998
%

 Old National Bancorp

67087Y209

4/15/2032

8.00
%

$
25.00

$
21.75

9.55
%

6.309
%

 Old Second Bancorp, Inc.

680280104

6/30/2033

7.80
%

$
10.00

$
6.00

13.40
%

10.160
%

 Popular, Inc.

73317W203

11/1/2033

6.70
%

$
25.00

$
12.25

14.16
%

10.926
%

 Regions Financial Corporation

7591EM107

6/15/2078

8.88
%

$
25.00

$
16.20

13.79
%

10.548
%

 Southwest Bancorp, Inc.

84480C205

9/15/2038

10.50
%

$
25.00

$
24.20

10.92
%

7.684
%

 Sterling Bancshares

85915Q206

9/26/2032

8.30
%

$
25.00

$
19.27

11.00
%

7.760
%

 Susquehanna Bancshares, Inc.

86910P201

12/12/2067

9.38
%

$
25.00

$
22.00

10.15
%

6.910
%

 Taylor Capital Group, Inc.

87216N205

10/21/2032

9.75
%

$
25.00

$
11.67

21.12
%

17.886
%

 Valley National Bancorp

92856Q203

12/15/2031

7.75
%

$
25.00

$
20.11

9.98
%

6.738
%

 Zions Bancorporation

989703202

9/1/2032

8.00
%

$
25.00

$
19.72

10.51
%

7.277
%

 *  Calculated by subtracting the March 31, 2009 30-Year Swap rate of 3.237% from the yield

3/31/2009 Average

    9.82
%

2)
Nonperformance Risk - Per SFAS 157 and related interpretations, when determining fair value, our discount rate should include adjustments for appropriate nonperformance risk,
which would incorporate both default and

 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

 June 2, 2009

  Page
 5

collateral value risk. We accomplish this by stressing our collateral performance assumptions, with respect to defaults, recoveries and prepayments to
evaluate how sensitive the cash flows are to changes in future collateral performance. On the basis of this stress test, we then adjust our market-based spread to reflect the relative risks associated with the security we are evaluating. This
adjustment is determined by evaluating the strength of the collateral and the amount of cushion with respect to over collateralization and interest coverage test ratios. The level of nonperformance risk is based on management’s judgment of
market expectations for risks identified in the stress test. The amount of nonperformance risk is determined as follows:

 Stress Test

 Results as %
of Default Curve

Non-Performance
Risk
(in basis points)

 Less than 100%

300

 101% - 149%

100

 150% to 199%

50

 200% and over

0

 At March 31, 2009, the stress test for PreTSL XIII indicated impairment at 195% of the
default curve. As a result, an additional 50 basis points was added to the market yield for PreTSL XIII to incorporate additional default and collateral value risk.

 3) Liquidity Risk – Liquidity risk is captured in two ways. First the single issuer trust preferred spreads capture a significant amount of illiquidity as they are relatively illiquid. However, the illiquidity
discount inherent in the single issuer securities does not fully address the liquidity issue of trust preferred collateralized debt obligations. Based on our judgment of current market conditions, we have added an additional adjustment to account
for the liquidity risk equal to 25% of the average market yield spread for the single issuer trust preferred securities. As of March 31, 2009, this provided an additional 246 basis points (9.82% average market yield spread x 25%) spread for
PreTSL XIII.

b)
Please provide us with the cash flow analysis used to evaluate PreTSL XIII for other-than-temporary impairment.

 The cash flow analysis used to evaluate PreTSL XIII for other-than-temporary impairment as of March 31, 2009, is included as Exhibit B.

c)
We note your disclosure on page 17 of some of the variables in your discounted cash flow tests. Please revise your future filings as well as your response to identify all of the
key assumptions and explain how you determined the assumptions were appropriate and consistent with 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

 June 2, 2009

  Page
 6

guidance in FSP FAS 115-2 and FAS 124-2 and related guidance. Specifically ensure that you address the following in your response and future filings:

 Internal Review Note: Per discussion with Mike Volley, SEC Staff Accountant, on May 19, 2009, the scope of our
response to question 1c. can be limited to PreTSL XIII.

•

 Discount rate – tell us how you determined the discount rate.

 As provided for in paragraph 24 of FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” our pooled
trust preferred collateralized debt obligations are assessed for other-than-temporary impairment within the 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 if an adverse change in cash flows expected to be
collected has occurred.

 In accordance with this guidance, when determining if there has been an adverse change in cash flows expected to
be collected, the cash flows are discounted at a rate equal to the current yield used to accrete the beneficial interest. Therefore, because we are carrying this security at its par value we use the contractual interest rate on PreTSL XIII which is
three month libor plus + 157 basis points.

•

 Probability of default – tell us the actual amount and percentage of deferrals and defaults experienced by the trust by quarter and compare these amounts to
your assumptions. Also tell us whether you have assumed a 10% recovery rate for defaults that have already occurred and tell us the lag upon which you will recover the amounts.

 In accordance with FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” we determine a probability
of default for each issuer which allows us to incorporate into our analysis the possibility that some cash flows are not likely to be collected before an actual event of default or cash shortfall happens. We believe our assumptions are appropriate
and consistent with FSP FAS 115-2 and FAS 124-2 as we incorporate the unique credit characteristics of each of the banks as well as other factors including but not limited to geographic footprint, local economic environment, nature of the issuers
business, and years of operating history.

 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

 June 2, 2009

  Page
 7

 Exhibit C
provides information related to our assumptions for probability of defaults for each of the underlying banks in PreTSL XIII since Septe

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 4561

May 18, 2009
 Edward Lipkus III Chief Financial Officer First Commonwealth Corporation 22 North Sixth Street Indiana, Pennsylvania 15701
RE: First Commonwealth Corporation
Form 10-K for Fiscal Year Ended December 31, 2008
Filed February 26, 2009 Form 10-Q for the Quarterly Period Ended March 31, 2009 Filed May 7, 2009 File No. 1-11138

Dear Mr. Lipkus,
We have reviewed your letter filed on March 30, 2009 and have the following
comments.  Where indicated, we think you should revise your document in response to these comments in future filings.  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.  In your response, please indicate your intent to include the requested revision in future filings and provide a draft of your proposed disclosures.

 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 filings.  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.

Edward Lipkus III
First Commonwealth Corporation
May 18, 2009 Page 2  March 31, 2009 Form 10-Q

 Financial Statements

 Note 7 – Impairment of Investment Securities, page 12

 Please address the following regarding your response to comment five in your letter dated March 30, 2009 and your disclosures in your March 31, 2009 Form 10-Q:  1. On page 20 you disclose that you use a discounted cash flow analysis to determine the fair value of your pooled trust preferred collateralized debt obligations.  You also use a discounted cash flow analysis to provide the best estimate of credit related other-than-temporarily impairment for these securities.

a. Please provide us with the cash flow analysis used to determine the fair value of Pre TSL XIII at March 31, 2009.  Please identify all of the key assumptions and explain how you determined the assumptions were appropriate and consistent with the guidance in SFAS 157 and related interpretations.  Specifically provide detailed information on how you determined the discount rate used and how you developed your liquidity adjustment.
 b. Please provide us with the cash flow analysis used to evaluate Pre TSL XIII for other-than-temporary impairment.

c. We note your disclosure on page 17 of some of the variables in your discounted cash flow tests.  Please revise your future filings as well as your response to identify all of the key assumptions and explain how you determined the assumptions were appropriate and consistent with the guidance in FSP FAS 115-2 and FAS 124-2 and related guidance.  Specifically ensure that you address the following in your response and future filings:

• Discount rate – tell us how you determined the discount rate.

• Probability of default – tell us the actual amount and percentage of
deferrals and defaults experienced by the trust by quarter
 and compare
these amounts to your assumptions.  Also tell us whether you have assumed a 10% recovery rate for defaults that have already occurred and tell us the lag upon which you will recover the amounts.

d. Please identify the key differences between the cash flow analysis used to determine the fair value of the security and the cash flow analysis used to

Edward Lipkus III
First Commonwealth Corporation
May 18, 2009 Page 3
support your OTTI assessment and provide objective evidence that reconciles the significant difference in the results between the two measures.

2. Please tell us the facts and circumstances regarding the change in estimated cash
flows from December 31, 2008 to March 31, 2009 which led to the impairments taken in the first quarter.  Please identify the specific reason for the adverse change in cash flows for each security in which impairment was taken.  We note Pre TSL VI had excess subordination of 99% at December 31, 2008.
 3. Please tell us what information you received from rating agencies supporting their ratings of your pooled trust preferred securities and tell us how you considered it as part of your analysis.
 4. To the extent you have the information, please tell us the number of securities for which you estimated a lower probability of default as compared to Fitch or Moody’s.  If you consistently had a lower estimate, please tell us why you believe this is reasonable and more appropriate.
 5. Please tell us what procedures you perform related to securities with minimal excess subordination at a period end to determine that the security is temporarily impaired.
   6. Please tell us how you considered subsequent events information as part of your other-than-temporary impairment analysis at December 31, 2008 and March 31, 2009.
 Form 8-K filed April 23, 2009

 7. In your press release you identify core net income, core return on average equity, core return on average assets and core non-interest income as non-GAAP measures.  These measures exclude securities impairment losses and securities gains and losses.  These measures appear to smooth a measurement of earnings.  Please provide us with your support and revise your future filings to:

a. Clearly label these measures as non-GAAP each time they are presented;
 b. Disclose the material limitations associated with use of the financial measure as compared to the use of the most directly comparable GAAP financial measure; and
 c. Disclose the manner in which management compensates for these limitations when using the financial measure.

Edward Lipkus III
First Commonwealth Corporation May 18, 2009 Page 4
 Please provide us your proposed revised disclosure in your response.  Refer to Item 2.02 of Form 8-K and Question 8 of the FAQ Regarding the Use of Non-GAAP Financial Measures prepared by Staff Members in the Division of Corporation Finance available on our web-site.
    As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revisions in future filings, provide a draft of your proposed disclosures and provide any requested information.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Michael Volley, Staff A ccountant, at (202) 551-3437 or me at
(202) 551-3494 if you have questions regarding our comments.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

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

Mail Stop 4561

March 16, 2009
 Edward Lipkus III Chief Financial Officer First Commonwealth Corporation 22 North Sixth Street Indiana, Pennsylvania 15701
RE: First Commonwealth Corporation
Form 10-K for Fiscal Year Ended December 31, 2008
Filed February 26, 2009 File No. 1-11138

Dear Mr. Lipkus,
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments in future filings.  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 your response, please indicate your intent to include the requested revision in future filings and provide a draft of  your proposed disclosures.  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.
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.

Financial Statements

Edward Lipkus III
First Commonwealth Corporation
March 16, 2009 Page 2   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.
 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 loses 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.
 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.
 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.

Edward Lipkus III
First Commonwealth Corporation
March 16, 2009 Page 3  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.

b. Please tell us how you determined that the securities’ impairment was temporary considering that the securities were downgraded below investment grade by Moody’s.  This downgrade appears to be a critical and compelling piece of evidence considering Moody’s definition of a below investment grade credit rating states that there is high or substantial credit risk and that the security has speculative elements or is considered speculative.

c. You disclose that after taking into account management’s best estimates of future interest deferrals and defaults, the excess subordination in your tranches ranged from 0.0% to 115.5% of the original collateral.  Please provide us the supporting analysis that provides the basis for this disclosure.

d. Please revise future filings to include the excess subordination by deal in your table on page 38 of your MD&A.
 e. Please revise to disclose the factors that you considered to conclude that you have the intent and ability to hold the securities for the time necessary to collect the contractual principal and interest of the debt securities.

f. The pooled trust preferred security detail disclosed on page 38 in your MD&A is very helpful.  Please consider disclosing this in all future interim and annual filings where you are experiencing significant unrealized losses on these securities.

g. Please consider revising future filings to include single issue trust preferred securities in your table on page 38 if they experience increasingly severe unrealized losses.

Edward Lipkus III
First Commonwealth Corporation
March 16, 2009 Page 4

Exhibit 31 Section 302 Certifications

 6. We note that the identification of the certifying individuals at the beginning of the certifications required by Exchange Act Rule 13a-14(a) also include the title of the certifying individuals.  Please revise future filings to omit the individuals’ title.
  Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revisions in future filings, provide a draft of your proposed disclosures and provide any requested information.  Please file your letter on EDGAR as correspondence.  Please understand that we may have additional comments after reviewing your 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 decision.  Since the company and its management are in possession of all facts relating to a 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 company 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 company 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.

Edward Lipkus III
First Commonwealth Corporation March 16, 2009 Page 5
 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Michael Volley, Staff A ccountant, at (202) 551-3437 or me at
(202) 551-3494 if you have questions regarding our comments.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

Mail Stop 4561

        March 28, 2006

By U.S. Mail and facsimile to (724) 464-1112

Mr. John J. Dolan
Executive Vice President and
Chief Financial Officer
First Commonwealth Financial Corporation
22 N. Sixth Street
Indiana, PA  15701

Re:  First Commonwealth Financial Corporation
  Item 4.01 Form 8-K
       Filed March 27, 2006
  File No. 001-11138

Dear Mr. Dolan:

       We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in response to this comment.  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.  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 comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. Please amend your Form 8-K to state if you consulted with your newly engaged auditor during the two most recent years, and any subsequent  interim period prior to engaging your new auditor. Refer to Item 3.04(a)(2) of Regulation S-K.
* * * * *

 As appropriate, please amend your filing and respond to this comment within five business days or tell us when you will respond. 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 comment 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 comment.

   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 company and its management
are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.

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

* the company 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 company 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 comment on your filing.

 If you have any questions, please call me at (202) 551-3781.

       Sincerely,

       Matthew Komar
       Staff Accountant

CORRESP
1
filename1.htm

[First Commonwealth Letterhead]

April 19, 2006

BY EDGAR

Mr. Matthew Komar

Division of Corporation Finance

United States Securities and

          Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-7010

              Re:    First
Commonwealth Financial Corporation

                        Item
4.01 Form 8-K

                        File
No. 000-11242

Dear Mr. Komar:

              This
letter responds to the comments raised in your letter of March 28, 2006.  On

March 29, 2006, we filed Form 8-K/A Current Report reflecting clarification to
your comment.

The text of your comment is set forth below followed by our response that is
incorporated in our

amended filing:

1.           Please
amend you Form 8-K to state if you consulted with your newly engaged auditor

              during
the two most recent years, and any subsequent interim period prior to engaging

              your
new auditor.  Refer to Item 3.04(a)(2)
of Regulation S-K.

Response

          We have not
consulted with KPMG LLP, our newly engaged auditors, concerning any

          matters described
in paragraph (a)(2)(i) or (ii) of Item 3.04 of Regulation S-K during the

          two most recent
fiscal years or subsequent interim period prior to engaging KPMG LLP.

          Please contact the
undersigned at (724) 464-1106 if you have additional questions or

comments concerning the above-referenced filings.

Sincerely,

/S/ John J. Dolan

John J. Dolan

Executive Vice President and

Chief Financial Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
By U.S. Mail and Facsimile

                                                     	August 30,
2005

Mr. John J. Dolan
Executive Vice President and Chief Financial Officer
First Commonwealth Financial Corporation
22 North Sixth Street
Indiana, PA 15701

Re:	First Commonwealth Financial Corporation
	Form 10-K for the Fiscal Year Ended December 31, 2004
	Form 10-Q for the Fiscal Quarter Ended March 31, 2005
      File No.  001-11138

Dear Mr. Dolan:

      We have completed our review of your Forms 10-K and 10-Q and
related filings and have no further comments at this time.

      If you have any further questions regarding our review of
your
filings, please direct them to Dale Welcome, Staff Accountant, at
(202) 551-3865 or, in his absence, to the undersigned at (202)
551-
3768.

							Sincerely,

						John Cash
								Accounting Branch Chief

??

??

??

??

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

[First Commonwealth Letterhead]

                                                                                   First
Commonwealth

                                                                                   Financial
Corporation

                                                                                   Old
Courthouse Square

                                                                                   22
North Sixth Street

                                                                                   P.O.
Box 400

                                                                                   Indiana,
PA 15701-0400

                                                                                   724-349-7220
Phone

                                                                                   724-349-6427
Fax

                                                                                   www.fcbanking.com

                                                                                   August
2, 2005

BY EDGAR

Mr. Dale Welcome

Division of Corporation Finance

United States Securities and

            Exchange
Commission

100 F. Street, N.E.

Washington, D.C. 20549-7010

     Re:       First
Commonwealth Financial Corporation

                  Form
10-K for the Fiscal Year Ended December 31, 2004

                  Form
10-Q for the Fiscal Quarter Ended March 31, 2005

                  File
No. 001-11138

Dear Mr. Welcome:

          This letter
responds to the comments raised in your letter of July 22, 2005.  Transmitted herewith is Amendment No. 1 to
First Commonwealth Financial Corporation's Form 10-K for the Fiscal Year Ended
December 31, 2004 (the "10-K Amendment") and Amendment No. 1 to First
Commonwealth Financial Corporation's Form 10-Q for the Fiscal Quarter Ended
March 31, 2005 (the "10-Q Amendment").  The text of your comment is set forth below followed by our
response and an indication of where the comment has been addressed in the 10-K
Amendment and the 10-Q Amendment.

Item 9A - Controls and Procedures

  1.

  We note your statement that "the Corporation carried
  out an evaluation, under the supervision and with the participation of the
  Corporation's management, including the Chief Executive Officer and the Chief
  Financial Officer, of the effectiveness of the design and operation of the
  Corporation's disclosure controls and procedures as of the end of the period
  covered by this report pursuant to Exchange Act Rule 13a-15."  It does not appear that your certifying
  officers have reached a conclusion that your disclosure controls are
  effective for both the fiscal year ended December 31, 2004 and the fiscal
  quarter ended March 31, 2005.  Please
  amend your form 10-K and Form 10-Q for the respective aforementioned periods
  to address your officers' conclusions regarding the effective ness of your
  disclosure controls and procedures.
  See Exchange Act Rule 13a-15(e) for guidance.

RESPONSE:

           We will
revise our Form 10-K and Form 10-Q to include the following statement regarding
the conclusions of our Chief Executive Officer and the Chief Financial Officer
about the effectiveness of the design and operation of the Corporation's
disclosure controls and procedures as of the end of the respective periods

      "Based upon that evaluation, the
Corporation's Chief Executive Officer

       and Chief Financial Officer concluded
that the Corporation's disclosure

       controls and procedures are
effective."

Please see Item 9A of the 10-K Amendment and Item 4 of the 10-Q Amendment.

           In connection
with this response, First Commonwealth Financial Corporation hereby
acknowledges that:

  -

  the company is responsible for the adequacy and accuracy
  of the disclosure in its report;

  -

  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 company 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

           Please
contact the undersigned at (724) 494-1106 if you have any additional questions
or comments concerning the above-referenced filings.

                                                                        Sincerely,

                                                                        /S/
John J. Dolan

                                                                        John
J. Dolan

                                                                        Executive
Vice President and

                                                                        Chief
Financial Officer