8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2008

First Commonwealth Financial Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	001-11138	25-1428528
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

22 N. Sixth Street, Indiana, PA	15701
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (724) 349-7220

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 REGULATION FD DISCLOSURE

On November 5, 2008, First Commonwealth Financial Corporation issued a press release announcing the completion of its previously announced public offering of common stock in which First Commonwealth issued 11.5 million shares of common stock, including 1.5 million shares pursuant to the underwriters’ over-allotment option, at a public offering price of $10.00 per share for gross proceeds of $115 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1  -  Press release dated November 5, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 5, 2008

FIRST COMMONWEALTH FINANCIAL CORPORATION     (Registrant)
By:	/s/ Edward J. Lipkus, III
	Edward J. Lipkus, III
	Executive Vice President and
	Chief Financial Officer

EX-99.1

Exhibit 99.1

*** NEWS RELEASE ***

TO:	All Area News Agencies	For More Information Contact:
FROM:	First Commonwealth	Edward J. Lipkus III, Executive Vice
	Financial Corporation	President and Chief Financial Officer First Commonwealth Financial Corporation (724) 349-7220
DATE:	November 5, 2008

First Commonwealth Raises $115 Million in Successful Stock Offering

INDIANA, PA., November 5, 2008 – First Commonwealth Financial Corporation (NYSE: FCF) has raised $115 million through its previously announced public offering by issuing 11.5 million shares of common stock, including 1.5 million shares pursuant to the exercise of the underwriters’ over-allotment option. The net proceeds of the offering were approximately $108.9 million. Keefe, Bruyette & Woods, Inc. acted as lead book running manager and Fox-Pitt Kelton Cochran Caronia Waller LLC was a co-manager for the offering.

“We are very pleased to have completed a successful offering of common stock amidst incredible market volatility and economic uncertainty,” President and CEO John J. Dolan said. “This additional capital will allow us to maintain the momentum that we have built during the first nine months of 2008. It will also position us to capitalize on the opportunities presented by disruptions in the credit and capital markets and industry consolidations within our market areas.”

About First Commonwealth

First Commonwealth Financial Corporation is a $6.2 billion bank holding company headquartered in Indiana, Pennsylvania. It operates 113 retail branch offices in 15 counties in western and central Pennsylvania through First Commonwealth Bank, a Pennsylvania chartered bank and trust company. Financial services and insurance products are also provided through First Commonwealth Insurance Agency and First Commonwealth Financial Advisors, Inc.

Forward-Looking Statements

This press release contains forward-looking statements with respect to the recently-completed offering of common stock by First Commonwealth Financial Corporation. Forward-looking statements are based on assumptions and involve risks and uncertainties, many of which are beyond the control of First Commonwealth and which may cause actual results, performance or achievements to differ materially from the results, performance or achievements contemplated by the forward-looking statements. Such risks and uncertainties include among other things: (1) adverse changes in the capital markets in general or in the markets for financial institutions stock in particular; (2) changes in legislation or regulatory requirements affecting financial institutions, including recently announced government programs to make equity investments in financial institutions and actions by the Federal Deposit Insurance Corporation to increase insurance coverage of deposit accounts; (3) changes in the interest rate environment; and (4) adverse changes in economic conditions, either nationally or in First Commonwealth’s market areas.