SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ODELL JOSEPH E

(Last)

(First)

(Middle)

TIMBERSPRINGS LANE

(Street)

INDIANA

15701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST COMMONWEALTH FINANCIAL CORP /PA/ [ FCF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2004		M		5,000	A	$9.25	46,109	D
Common Stock	02/10/2004		S⁽¹⁾		5,000	D	$14.53	41,109	D
Common Stock	02/11/2004		M		5,000	A	$9.25	46,109	D
Common Stock	02/11/2004		S⁽¹⁾		5,000	D	$14.76	41,109	D
Common Stock								52,172	D⁽²⁾
Common Stock								5,499	I⁽³⁾	Footnote3
Common Stock								274	I⁽⁴⁾	Footnote4

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option⁽⁵⁾	$9.25	02/10/2004		M			5,000	12/31/1997	02/25/2007	Common Stock	5,000	$9.25	19,322	D
Stock Option⁽⁵⁾	$9.25	02/11/2004		M			5,000	12/31/1997	02/25/2007	Common Stock	5,000	$9.25	14,322	D
Stock Option⁽⁵⁾	$9.1875							06/03/1996	06/03/2006	Common Stock	10,884		10,884	D
Stock Option⁽⁵⁾	$11.5625							12/31/1999	01/11/2009	Common Stock	36,746		36,746	D
Stock Option⁽⁵⁾	$11.063							12/31/2000	01/11/2010	Common Stock	39,559		39,559	D
Stock Option⁽⁵⁾	$10.75							12/31/2001	01/31/2011	Common Stock	41,442		41,442	D
Stock Option⁽⁵⁾	$11.7							12/31/2002	01/23/2012	Common Stock	39,205		39,205	D
Stock Option⁽⁵⁾	$12.06							12/31/2003	01/13/2013	Common Stock	34,082		34,082	D
Stock Option⁽⁵⁾	$14.6875							12/31/1998	03/01/2008	Common Stock	28,086		28,086	D

Explanation of Responses:

1. This sale is made pursuant to previously adopted trading instructions intended to comply with Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1933. these trading instructions were adopted on January 26, 2004. The representations regarding material non-public adverse information speaks as of that date.

2. Total FCF shares held by Atlas Investment Company, of which Mr. O'Dell is a 25% owner.

3. Shares held individually by spouse

4. Held by spouse as custodian for child

5. Incentive/non-qualified stock option grants--option to buy. Figures in Column 9 reflect the balance total for each separate option.

	Wendy Kelly Reynolds,attorney-in-fact for Joseph E. O'Dell	02/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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