SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

***FORM 8-K***

**CURRENT REPORT**

 

Pursuant to Section 13 OR 15(d) ofthe Securities Exchange Act OF 1934

 Date of Report (Date of earliest event reported): November    7, 2002

First Commonwealth Financial Corporation (Exact name of registrant as specified in its charter)

PENNSYLVANIA             0-11242              25-1428528   (State or other       (Commission    File     (IRS Employer       jurisdiction of              Number)       Identification No.) incorporation)                                     

22 N. Sixth Street, Indiana, PA                  15701 (Address of principal executive offices)      (Zip Code)

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

### **ITEM 4.    CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT**

On November 7, 2002, the Board of Directors of    First Commonwealth Financial Corporation (the "Company") approved,    by unanimous consent, the engagement of Ernst & Young LLP as its independent    auditors for the year ending December 31, 2003 and the dismissal of Deloitte    & Touche LLP, effective upon completion of their audit of the Company's    financial statements for the year ending December 31, 2002.  The Audit Committee    of the Board of Directors approved the change in auditors on November 5, 2002.    

Deloitte & Touche LLP was notified on November    7 that they will be dismissed upon completion of their audit of the company's    financial statements for the year ending December 31, 2002.

The reports of Deloitte & Touche LLP on the    Company's financial statements for the years ending December 31, 2001 and    2000 did not contain an adverse opinion or a disclaimer of opinion and were    not qualified or modified as to uncertainty, audit scope or accounting principles.    

In connection with the audits of the    Company's financial statements for the fiscal years ending December 31, 2001    and December 31, 2000, and in the subsequent period through November 7, 2002,    there were no disagreements with Deloitte & Touche LLP on any matters    of accounting principles or practices, financial statement disclosure, or    auditing scope and procedures, which if not resolved to the satisfaction of    Deloitte & Touche LLP would have caused Deloitte & Touche LLP to make    reference to the matter in their report.

The Company has requested Deloitte &    Touche LLP to furnish it a letter addressed to the Commission stating whether    it agrees with the above statements.  A copy of that letter dated November    13, 2002 is filed as Exhibit 16.1 to this Form 8-K

**ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS**

Exhibits 16.1    Letter from Deloitte & Touche LLP regarding    change in                 certifying accountant.

 

 

 

 

 

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#### **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    13, 2002    FIRST COMMONWEALTH FINANCIAL CORPORATION                                                            (Registrant)

 

                                By: /S/ JOSEPH E.O'DELL                                        Joseph E.    O'Dell                                        President    and Chief Executive Officer

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

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**EXHIBIT INDEX**

 

 

Exhibit No.                                                    Page No.

16.1                Letter from Deloitte & Touche    LLP               4                     regarding change in    certifying                     accountant.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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