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): August 2, 2010

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 August 2, 2010, First Commonwealth Financial Corporation issued a press release announcing the commencement of an underwritten public offering of approximately $75 million of its common stock. A copy of this press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

99.1    Press release

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: August 2, 2010

FIRST COMMONWEALTH FINANCIAL CORPORATION
By:	/S/    ROBERT E. ROUT
Name:	Robert E. Rout
Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

*** NEWS RELEASE ***

TO:	All Area News Agencies
FROM:	First Commonwealth Financial Corporation
RELEASE DATE/TIME:	August 2, 2010/9:00 AM

First Commonwealth Financial Corporation Announces Commencement of

Underwritten Public Offering of Common Stock

INDIANA, PA., August 2, 2010 – First Commonwealth Financial Corporation (NYSE: FCF) announced it has commenced an underwritten public offering of $75 million of its common stock. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

Macquarie Capital (USA) Inc. and Stifel, Nicolaus & Company, Incorporated are joint book-running managers.

The Company intends to grant the underwriters a 30-day option to purchase up to an additional 15 percent of the shares offered to cover over-allotments, if any. The shares will be issued pursuant to a prospectus supplement to the prospectus filed as a part of the Company’s effective shelf registration statement on Form S-3 (File No. 333-165848).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Offers may be made only by means of a prospectus and a related prospectus supplement. Copies of the prospectus and prospectus supplement with respect to this offering may be obtained from Macquarie Capital (USA) Inc., Attn: Prospectus Department, 125 West 55^th St., 22^nd Floor, New York, NY 10019, or by calling +1.212.231.6493, or by e-mailing us.prospectus@macquarie.com or from Stifel, Nicolaus & Company, Incorporated, Attn: Prospectus Department, One South Street, 15^th Floor, Baltimore, MD 21202, or by calling +1.443.224.1988.

About First Commonwealth

First Commonwealth Financial Corporation is a $6.1 billion financial holding company headquartered in Indiana, Pennsylvania. It operates 115 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 proposed 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, adverse changes in the capital markets in general or in the markets for financial institution stocks in particular.