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 22, 2006

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:

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

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

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

o 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 22, 2006, the President and CEO of First Commonwealth Financial Corporation sent a letter to shareholders announcing the Corporation’s earnings for the nine month period ended September 30, 2006.  A copy of this letter and the related financial disclosures are furnished herein as exhibit 99.1.

Item 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibits
	Exhibit 99.1 First Commonwealth Financial Corporation - President and CEO’s Letter to Shareholders mailed November 22, 2006

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 22, 2006
	FIRST COMMONWEALTH FINANCIAL CORPORATION
	(Registrant)
	By:	/S/ JOSEPH E. O’DELL
		Joseph E. O’Dell
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

	First Commonwealth
	Financial Corporation
	22 N. 6th Street
	Indiana, Pennsylvania 15701
	724-349-7220 Phone
Joseph E. O’Dell	724-349-6427 Fax
President and Chief Executive Officer	www.fcbanking.com

November 9, 2006

Dear Shareholder:

First Commonwealth Financial Corporation (NYSE:FCF) reported net income of $15.4 million for the third quarter of 2006 compared to $13.0 million for the third quarter of 2005.  Basic and diluted earnings per share were $0.22 for the third quarter of 2006 compared to $0.19 for the comparable period of 2005.  Return on average equity was 11.29% and return on average assets was 1.02% for the third quarter of 2006 compared to 9.62% and 0.83% respectively for the third quarter of 2005.  The increase in net income in the third quarter 2006 was mainly due to a restructuring charge in 2005 not incurred in 2006 and a gain on the early extinguishment of debt.  Net interest margin improved for the three months ended September 30, 2006 compared to the same period in 2005.  However, the net interest margin increase was offset by lower levels of interest earning assets that contributed to the decrease in net interest income.

Third quarter of 2006 results did not include a $2.7 million pre-tax restructuring charge taken in the third quarter of 2005 ($1.8 million after tax or $0.03 per diluted share).  For the three months ended September 30, 2006 a $1.3 million gain was recognized on an early extinguishment of debt that was offset by lower net interest income of $756 thousand and a higher provision for credit losses of $188 thousand as compared to the same period in 2005.

Net income for the first nine months of 2006 was $40.6 million compared to $46.1 million for the same period of 2005.  Basic and diluted earnings per share were $0.58 for the first nine months of 2006 compared to $0.67 and $0.66 respectively for the nine months of 2005.  Return on average equity and return on average assets for the nine months ended September 30, 2006 were 10.23% and 0.91% compared to 11.53% and 0.99% respectively in the 2005 period.

During the third quarter First Commonwealth completed its acquisition of Laurel Capital Group Inc., headquartered in Allison Park, Pennsylvania.  Laurel, with total assets of approximately $314 million, operated eight retail branches in Allegheny and Butler counties in Pennsylvania.  These branches have already been fully converted to First Commonwealth offices bringing our total number of community offices to 110 with over half of these offices located in our designated higher growth opportunity markets.

I would like to welcome the former Laurel employees and customers to the First Commonwealth family.  I also welcome the new First Commonwealth shareholders from Laurel and invite them to participate in our exceptional Dividend Reinvestment Plan that features a 10% discount on shares purchased with reinvested dividends.  More information on this plan can be obtained by visiting our website at www.fcbanking.com.

As always, I appreciate the efforts of our dedicated employees.  I also appreciate the continued support and confidence of our shareholders.

Sincerely,

/s/ Joseph E. O’Dell

The following tables provide you with consolidated selected financial data of First Commonwealth at and for the quarter ended September 30, 2006.  You should read this information along with the consolidated financial statements of First Commonwealth and the accompanying notes included in its annual report on Form 10-K for the year ended December 31, 2005, and its quarterly report on Form 10-Q for the quarter ended September 30, 2006, which are available to the public over the Internet at the Corporation’s website at http://www.fcbanking.com or from the company upon request to the attention of the Corporate Secretary.

FIRST COMMONWEALTH FINANCIAL CORPORATION
CONSOLIDATED SELECTED FINANCIAL DATA
(Dollar Amounts in Thousands, except per share data)

	For the Quarter Ended September 30,				For the Nine Months Ended September 30,
	2006		2005		2006		2005
Interest income	$	85,457	$	79,248	$	246,931	$	232,425
Interest expense		43,179		36,214		121,913		100,819
Net interest income		42,278		43,034		125,018		131,606
Provision for credit losses		3,038		2,850		8,244		7,594
Net interest income after provision for credit losses		39,240		40,184		116,774		124,012
Net securities gains		5		34		87		519
Trust income		1,482		1,417		4,357		4,198
Service charges on deposits		4,361		4,226		12,374		11,775
Gain on sale of branch		0		0		0		3,090
Gain on sale of merchant services business		0		0		0		1,991
Gain on extinguishment of debt		1,283		0		1,553		0
Insurance commissions		801		1,089		2,115		2,832
Income from bank owned life insurance		1,451		1,359		4,240		4,035
Merchant discount income		0		353		0		2,074
Card related interchange income		1,398		1,265		4,087		3,568
Other operating income		1,609		1,817		4,939		6,067
Total non-interest income		12,390		11,560		33,752		40,149
Salaries and employee benefits		17,690		18,320		54,282		54,482
Net occupancy expense		2,845		2,671		9,032		8,378
Furniture and equipment expense		2,998		2,844		8,680		8,473
Data processing expense		903		818		2,518		2,738
Pennsylvania shares tax expense		1,349		1,236		4,057		3,739
Intangible amortization		658		565		1,789		1,696
Restructuring charges		0		2,704		0		2,704
Other operating expense		6,999		7,145		21,899		24,558
Total non-interest expense		33,442		36,303		102,257		106,768
Income before income taxes		18,188		15,441		48,269		57,393
Applicable income taxes		2,796		2,445		7,713		11,340
Net income	$	15,392	$	12,996	$	40,556	$	46,053
Average shares outstanding		70,875,018		69,242,056		70,004,534		69,239,005
Average shares outstanding assuming dilution		71,177,930		69,787,884		70,382,511		69,834,460
Per Share Data:
Basic earnings per share	$	0.22	$	0.19	$	0.58	$	0.67
Diluted earnings per share	$	0.22	$	0.19	$	0.58	$	0.66
Cash dividends per share	$	0.170	$	0.165	$	0.510	$	0.495

	September 30, 2006			December 31, 2005
Assets
Cash and due from banks	$	95,151		$	84,555
Interest-bearing bank deposits		7,986			473
Federal funds sold		0			1,575
Securities available for sale, at fair value		1,649,506			1,851,986
Securities held to maturity, at amortized cost (Market value $81,574 in 2006 and $89,804 in 2005)		79,841			87,757
Loans held for sale		0			1,276
Loans:
Portfolio loans		3,818,846			3,623,102
Unearned income		(70	)		(119	)
Allowance for credit losses		(42,085	)		(39,492	)
Net loans		3,776,691			3,583,491
Premises and equipment		68,518			60,860
Other real estate owned		1,911			1,655
Goodwill		159,889			122,702
Amortizing intangibles, net		18,262			15,251
Other assets		234,784			214,739
Total assets	$	6,092,539		$	6,026,320

FIRST COMMONWEALTH FINANCIAL CORPORATION
CONSOLIDATED SELECTED FINANCIAL DATA
(Dollar Amounts in Thousands, except per share data)

	September 30, 2006			December 31, 2005
Liabilities
Deposits (all domestic):
Noninterest-bearing	$	538,986		$	491,644
Interest-bearing		3,779,956			3,504,908
Total deposits		4,318,942			3,996,552
Short-term borrowings		494,877			665,665
Other liabilities		45,308			43,314
Subordinated debentures		108,250			108,250
Other long-term debt		556,194			691,494
Total long-term debt		664,444			799,744
Total liabilities		5,523,571			5,505,275
Shareholders’ Equity
Common stock $1 par value per share		75,100			71,978
Additional paid-in capital		208,621			173,967
Retained earnings		322,583			318,569
Accumulated other comprehensive loss		(9,065	)		(9,655	)
Treasury stock		(16,171	)		(20,214	)
Unearned ESOP shares		(12,100	)		(13,600	)
Total shareholders’ equity		568,968			521,045
Total liabilities and shareholders’ equity	$	6,092,539		$	6,026,320
Shares issued		75,100,431			71,978,568
Shares outstanding		73,819,900			70,377,916
Treasury shares		1,280,531			1,600,652
Book value per share	$	7.71		$	7.40
Market value per share	$	13.03		$	12.93
Asset Quality Data At September 30,
	2006			2005
Loans on nonaccrual basis	$	14,707		$	11,039
Past due more than 90 days		14,296			14,608
Renegotiated loans		163			176
Total nonperforming loans	$	29,166		$	25,823
Loans outstanding at end of period (a)	$	3,818,776		$	3,613,137
Average loans outstanding (year-to-date) (a)	$	3,677,352		$	3,590,481
Allowance for credit losses	$	42,085		$	41,537
Nonperforming loans as a percent of total loans		0.76	%		0.71	%
Net charge-offs (year-to-date)	$	7,630		$	7,120
Net charge-offs as a percent of average loans (annualized)		0.28	%		0.27	%
Allowance for credit losses as a percent of average loans outstanding		1.14	%		1.16	%
Allowance for  credit losses as a percent of nonperforming loans		144.29	%		160.85	%
Other real estate owned	$	1,911		$	1,520

(a) Includes loans held for sale.

Profitability Ratios
	For the Quarter Ended September 30,						For the Nine Months Ended September 30,
	2006			2005			2006			2005
Return on average assets		1.02	%		0.83	%		0.91	%		0.99	%
Return on average equity		11.29	%		9.62	%		10.23	%		11.53	%
Efficiency ratio (FTE) (b)		57.27	%		62.35	%		60.27	%		58.64	%
Fully tax equivalent adjustment	$	3,724		$	3,634		$	10,902		$	10,305

(b)	Efficiency ratio is “total non-interest expense” as a percentage of total revenue.
	Total revenue consists of “net interest income, on a fully tax-equivalent basis,” plus “total non-interest income.”