<PAGE>
                                FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC  20549


( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF1934

               For the quarterly period ended June 30, 2001

                                    OR

(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF1934

                For the transition period from       to


Commission File Number                        0-11242

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


        Pennsylvania
25-1428528
(State or other jurisdiction of
(I.R.S. Employer
 incorporation or organization)
Identification No.)


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


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


                                                     N/A
     (Former name, former address and former fiscal year, if changed since
last report.)


Indicate a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes   X    No      .


Number of shares outstanding of issuer's common stock, $1.00 Par Value as
of August 13, 2001 was 58,429,035.
<PAGE>
        FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES



                      PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          Included in Part I of this report:                Page

             First Commonwealth Financial Corporation and Subsidiaries
Consolidated
               Balance Sheets                                 3
             Consolidated Statements of Income                4
             Consolidated Statements of Changes in Shareholders' Equity
5
             Consolidated Statements of Cash Flows            6

             Notes to Consolidated Financial Statements       7


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS            10


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
               MARKET RISK                                    25



                        PART II - OTHER INFORMATION

Other Information                                             26

Signatures                                                    Signature
Page


<PAGE>
         FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS (Unaudited)
                          (Dollars in thousands)

<TABLE>
<CAPTION>

<C>                                                  <S>        <S>
                                                      June 30,   December
                                                                    31,
                                                        2001
                                                                   2000
ASSETS
  Cash and due from banks on demand                           $           $
                                                         87,062      90,723
  Interest-bearing deposits with banks                      500         427
  Federal funds sold                                      3,000      11,125
     Securities available for sale, at market         1,427,784   1,238,230

     Securities held to maturity, at cost, (Market
value                                                   310,207     398,107
               $314,464 in 2001 and $398,662 in
2000)

     Loans                                            2,549,160   2,492,874
               Unearned income                          (1,620)     (2,047)
               Allowance for credit losses
                                                       (33,885)    (33,601)
              Net loans                               2,513,655   2,457,226

  Property and equipment                                 44,920      44,671
     Other real estate owned                              1,786       1,661
     Other assets
                                                        142,773     130,142

          TOTAL ASSETS                                $4,531,68  $4,372,312
                                                              7

LIABILITIES
  Deposits (all domestic):
               Noninterest-bearing                            $           $
                                                        255,868     244,010
               Interest-bearing
                                                      2,958,749   2,820,136
                                                      3,214,617   3,064,146
Total deposits

     Short-term borrowings                              272,031     272,171
     Other liabilities                                   27,499      44,984

     Company obligated mandatorily redeemable
               capital securities of subsidiary          35,000      35,000
trust
     Other long-term debt                                           621,855
                                                        630,354

                                                                    656,855
Total long-term debt                                    665,354

                                                      4,179,501   4,038,156
Total liabilities

SHAREHOLDERS' EQUITY
  Preferred stock, $1 par value per share,
3,000,000 shares                                            -0-         -0-
               authorized, none issued
     Common stock $1 par value per share,
100,000,000 shares authorized;
          62,525,412 shares issued; 58,308,256 and       62,525      62,525
58,195,450 shares
          outstanding at June 30, 2001 and December
31, 2000, respectively
     Additional paid-in capital                          66,546      67,223
     Retained earnings                                  279,329     272,169
     Accumulated other comprehensive income               1,689     (7,808)
     Treasury stock (4,217,156 shares at June 30,
2001, and                                              (53,241)    (54,666)
               4,329,962 at December 31, 2000, at
cost)
     Unearned ESOP shares
                                                        (4,662)     (5,287)
          Total shareholders' equity
                                                        352,186     334,156
                                                      $4,531,68  $4,372,312
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    7

The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>


3

<PAGE>
         FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
               (Dollars in thousands except per share data)

<TABLE>
<CAPTION>
                                          For the              For the 6
                                         Quarter               Months
                                                Ended
                                        June 30,           Ended June 30,


                                                            Ended June 30,
                                     Ended June 30,
<S>                                   <C>      <C>         <C>     <C>
                                        2001      2000      2001      2000
Interest Income
   Interest and fees on loans        $50,755   $51,95      $102    $103,0
                                                    5      ,977        65
   Interest and dividends on
investments:
     Taxable interest                 23,443    21,941     46,77    44,333
                                                               4
     Interest exempt from Federal      2,374     2,421     4,745     4,865
income taxes
     Dividends                           575       904     1,429     1,834
   Interest on Federal funds sold        206        74       488       123
   Interest on bank deposits
                                          18        22        38        40
      Total interest income           77,371    77,317     156,4   154,260
                                                              51

Interest Expense
   Interest on deposits               31,243    27,544     63,30    53,709
                                                               0
   Interest on short-term              2,709     5,612     6,233    11,774
borrowings
   Interest on company obligated
mandatorily                              832       831     1,663     1,662
redeemable capital securities of
subsidiary trust


      mandatorily redeemable
capital
      securities of subsidiary
trust
   Interest on other long-term
debt                                   8,629     8,456     7,065    16,802
      Total interest on long-term
debt                                   9,461     9,287     18,72    18,464
                                                               8

      Total interest expense
                                      43,413    42,443     88,26    83,947
                                                               1

Net Interest Income                   33,958    34,874     68,19    70,313
                                                               0
   Provision for credit losses
                                       2,557     2,415     4,964     4,920

Net interest income after             31,401    32,459     63,22    65,393
provision for credit losses                                    6
   for credit losses

Other Income
   Securities gains                    1,790     1,686     1,995     1,686
   Trust income                        1,256     1,402     2,550     2,764
   Service charges on deposit          2,707     2,622     5,288     5,136
accounts
   Other income
                                       4,620     4,230     9,807     7,712
      Total other income              10,373     9,940     19,64    17,298
                                                               0

Other Expenses
   Salaries and employee benefits     13,401    12,930     27,07    26,841
                                                               0
   Net occupancy expense               1,623     1,606     3,400     3,320
   Furniture and equipment expense     2,254     1,948     4,380     3,808
   Data processing expense               821       924     1,588     1,691
   Pennsylvania shares tax expense       970       916     1,911     1,810
   Other operating expenses
                                       6,934     6,724     13,11    12,728
                                                               0
      Total other expenses
                                      26,003    25,048     51,45    50,198
                                                               9

Income before income taxes            15,771    17,351     31,40    32,493
                                                               7
   Applicable income taxes
                                       3,737     4,261     7,350     7,952
Net income                           $12,034   $13,090     $24,0   $24,541
                                                              57

Average Shares Outstanding           57,799,   57,515,     57,76   57,510,
                                         443       772     0,915       617
Average Shares Outstanding           58,035,   57,566,     57,91   57,586,
Assuming Dilution                        585       079     9,444       513



  Assuming Dilution
Per Share Data:
   Basic earnings per share              $         $           $   $ 0.430
                                     0.210     0.230       0.420
   Diluted earnings per share            $         $           $   $ 0.430
                                     0.210     0.230       0.420
   Cash dividends per share              $         $           $   $ 0.280
                                     0.145     0.140       0.290

 The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
4
<PAGE>
         FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)
                          (Dollars in thousands)

<TABLE>
<CAPTION>
                                             Accumula
                                Addit          ted           Unear  Total
                         Commo  ional         Other    Trea   ned  Shareho
                           n    Paid-  RetainedComprehe  sury  ESOP  lders'
                         Stock   in    Earn   nsive    Stoc  Share Equity
                                Capit  ings   Income    k      s
                                 al
<S>                      <C>    <C>    <C>   <C>       <C>   <C>   <C>
Balance at December 31,  $62,5  $68,3  $257  $(40,304  $(55  $(6,1 $286,68
1999                        25     30  ,773         )  ,448    93)       3
                                                          )
  Comprehensive income
     Net income              0      0  24,5         0     0      0  24,541
                                         41
     Other comprehensive
income, net of tax:
          Unrealized
holding gains on             0      0     0       986     0      0     986
securities
arising during the
period
          Less:
reclassification                                          0
adjustment for gains         0      0     0   (1,096)            0 (1,096)
             On
securities included in
net income
    Total other
comprehensive income         0      0     0     (110)     0      0   (110)
  Total comprehensive        0      0  24,5     (110)     0      0  24,431
income                                   41
  Cash dividends             0      0  (16,         0     0      0 (16,267
declared                               267)                              )
  Decrease in unearned       0      0     0         0     0    286     286
ESOP shares
  Discount on dividend
reinvestment plan            0  (294)     0         0     0      0   (294)
     Purchases
  Treasury stock             0      0     0         0  (873      0   (873)
acquired                                                  )
  Treasury stock             0   (88)     0         0   387      0     299
reissued
  Tax benefit of stock
options                      0     75     0         0     0      0      75
Balance at June 30, 2000 $62,5  $68,0  $266  $(40,414  $(55  $(5,9 $294,34
                            25     23  ,047         )  ,934    07)       0
                                                          )

Balance at December 31,  $62,5  $67,2  $272  $(7,808)  $(54  $(5,2 $334,15
2000                        25     23  ,169            ,666    87)       6
                                                          )
  Comprehensive income
    Net income               0      0  24,0         0     0      0  24,057
                                         57
    Other comprehensive
income, net of tax:
        Unrealized           0      0     0    10,765     0      0  10,765
holding gains on
securities
            arising
during the period
         Less:
reclassification
adjustment for gains         0      0     0   (1,268)     0      0 (1,268)
             On
securities included in
net income
      Total other
comprehensive  income        0      0     0     9,497     0      0   9,497
  Total comprehensive        0      0  24,0     9,497     0      0  33,554
income                                   57
  Cash dividends             0      0  (16,         0     0      0 (16,897
declared                               897)                              )
  Decrease in unearned       0      0     0         0     0    625     625
ESOP shares
  Discount on dividend
reinvestment plan            0  (306)     0         0     0      0   (306)
      Purchases
  Treasury stock             0      0     0         0     0      0       0
acquired
  Treasury stock
reissued                     0  (371)     0         0  1,42      0   1,054
                                                          5
Balance at June 30, 2001 $62,5  $66,5  $279    $1,689  $(53  $(4,6 $352,18
                            25     46  ,329            ,241    62)       6
                                                          )


The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
5
<PAGE>
   FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                   (Dollars in thousands)
<TABLE>
<CAPTION>
                                                           For the 6
                                                            Months
                                                        Ended June 30,
                                                          2001   2000
<S>                                                     <C>     <C>
Operating Activities
  Net income                                                  $       $
                                                         24,057  24,541
  Adjustments to reconcile net income to net cash
provided by operating activities:
     Provision for credit losses                          4,964   4,920
     Depreciation and amortization                        3,783   3,558
     Net gains on sales of assets                        (2,942  (1,933
                                                              )       )
     Income from increase in cash surrender value of     (2,060  (1,732
bank owned life insurance                                     )       )
     Decrease in interest receivable                      1,434     615
     Increase (decrease) in interest payable             (16,85     683
                                                             8)
     Increase (decrease) in income taxes payable          (184)     201
     Change in deferred taxes                             (148)      30
     Other-net
                                                         (3,011  (1,150
                                                              )       )
        Net cash provided (used) by operating
activities                                                9,035  29,733

Investing activities
  Transactions with securities held to maturity:
     Proceeds from sales                                      0       0
     Proceeds from maturities and redemptions            87,957  40,000
     Purchases                                                0  (4,931
                                                                      )
  Transactions with securities available for sale:
     Proceeds from sales                                 71,431  16,358
     Proceeds from maturities and redemptions            199,94  44,315
                                                              3
     Purchases                                           (444,3  (46,88
                                                            79)      7)
  Proceeds from sales of loans and other assets          46,679  13,520
  Investment in bank owned life insurance                (15,00  (15,00
                                                             0)      0)
  Net decrease (increase) in time deposits with banks      (72)     491
  Net increase in loans                                  (108,2  (18,41
                                                            46)      5)
  Purchases of premises and equipment
                                                         (3,245  (3,944
                                                              )       )
      Net cash provided (used) by investing activities   (164,9  25,507
                                                            32)

Financing Activities
  Repayments of other long-term debt                      (376)  (25,24
                                                                     0)
  Proceeds from issuance of other long-term debt          9,500  29,900
  Discount on dividend reinvestment plan purchases        (306)   (294)
  Dividends paid                                         (16,88  (16,27
                                                             2)      3)
  Net increase (decrease) in Federal funds purchased     (3,900   4,875
                                                              )
  Net increase (decrease) in other short-term             3,760  (121,2
borrowings                                                          06)
  Sale of branch and deposits, net of cash received      (9,591       0
                                                              )
  Net increase (decrease) in deposits                    160,85  61,543
                                                              2
  Stock option tax benefit                                    0      75
  Purchase of treasury stock                                  0   (873)
  Proceeds from sale of treasury stock
                                                          1,054     298
      Net cash provided (used) by financing activities   144,11  (67,19
                                                              1      5)
      Net increase (decrease) in cash and cash           (11,78  (11,95
equivalents                                                  6)      5)
  Cash and cash equivalents at January 1                 101,84  101,37
                                                              8       3
  Cash and cash equivalents at June 30                   $90,06  $89,41
                                                              2       8

The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

6
<PAGE>
    FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
                          SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          June 30, 2001
                           (Unaudited)

NOTE 1   Management Representation

In the opinion of management, the unaudited interim consolidated
financial statements include all adjustments (consisting of only
normal recurring adjustments) necessary for a fair statement of
financial position as of June 30, 2001 and the results of
operations for the three month and six month periods ended June
30, 2001 and 2000, and statements of cash flows and changes in
shareholders' equity for the six month periods ended June 30,
2001 and 2000.  The results of the three and six months ended
June 30, 2001 and 2000 are not necessarily indicative of the
results to be expected for the entire year.  The interim
consolidated financial statements should be read in conjunction
with the annual consolidated financial statements of First
Commonwealth Financial Corporation and Subsidiaries, including
the notes thereto.

NOTE 2   Cash Flow Disclosures (dollar amounts in thousands)

                                               2001       2000

Cash paid during the first six months of the year for:

  Interest                                        $105,119
$83,264
  Income Taxes                               $    7,650     $
7,725

Noncash investing and financing activities:

  ESOP loan reductions                            $       625
$     286
  Loans transferred to other real estate owned and
    Repossessed assets                            $    2,777
$  3,649
  Gross increase (decrease) in market value adjustment
    To securities available for sale                        $
14,611    $    (169)
7

<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSID
IARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2001
                          (Unaudited)


NOTE 3   Comprehensive Income Disclosures

The following table identifies the related tax effects allocated
to each component of other comprehensive income in the Statements
of Changes in Shareholders' Equity: (dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                      June 30,
2001             June 30, 2000

                                                      Tax     Net
of            Tax     Net of
                                   Pre-Tax   (Expense)   Tax
Pre-tax   (Expense)   Tax
                                   Amount      Benefit    Amount
Amount      Benefit  Amount
<S>                                <C>  <C>  <C>  <C>  <C>  <C>
Unrealized gains (losses) on securities:
  Unrealized holding gains (losses) arising during the period
$16,561   $(5,796)  $10,765   $  1,517  $(531)    $   986
  Less:  reclassification adjustment for gains realized in net
income       (1,950)           682   (1,268)        (1,686)
590   (1,096)
  Net unrealized gains (losses)                     14,611
(5,114)       9,497      (169)          59       (110)
Other comprehensive income                        $14,611
$(5,114)   $ 9,497  $   (169)  $    59  $  (110)
</TABLE>

NOTE 4   New Accounting Pronouncements

Effective January 1, 2001, the Corporation adopted the Financial
Accounting Standards Board ("FASB") Statement No. 133,
"Accounting for Derivative Instruments Hedging Activities" ("FAS
No. 133") as amended.  FAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging
activities which require that an entity recognize all derivatives
as either assets or liabilities on a balance sheet and measure
those instruments at fair value.  Changes in the fair value of
derivatives must be recognized in earnings when they occur unless
the derivative qualifies as a hedge.  If a derivative qualifies
as hedge, a company can elect to use hedge accounting to
eliminate or reduce income-statement volatility that would arise
from reporting changes in a derivative's fair value in income.
FAS No. 133 was amended by FASB statement No. 137 which delayed
the effective date of FAS No. 133 to the first quarter of fiscal
years beginning after June 15, 2000.  FAS No. 133 was also
amended by FAS No. 138 which addresses and clarifies issues
causing implementation difficulties for numerous entities
applying FAS No. 133.  FAS No. 138 includes amendments to FAS No.
133 which resulted from decisions made by the FASB related to the
Derivatives Implementation Group ("DIG") process.  The DIG was
created by the FASB to facilitate implementation by identifying
issues that arise from applying the requirements of FAS No. 133
and to advise the FASB on how to resolve those issues.  The
Corporation currently has no freestanding derivative or hedging
instruments.  Management reviewed contracts from various
functional areas of the Corporation to identify potential
derivatives embedded within selected contracts.  In accordance
with the guidance provided in DIG Issue C13, management
identified embedded derivatives in some loan commitments for
residential mortgages where the Corporation has intent to sell to
an investor such as the Federal Home Loan Mortgage Corporation
("Freddie Mac") or the Federal National Mortgage Association
("Fannie Mae").
8
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          June 30, 2001
                           (Unaudited)

NOTE 4   New Accounting Pronouncements (continued)

Due to the short-term nature of these loan commitments (30 days
or less) and the historical dollar amount of commitments
outstanding at period end, the adoption of FAS No. 133 did not
have a material impact on the Corporation's financial condition
or results of operations.

In September 2000, the FASB issued statement No. 140, "Accounting
for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" which replaces FASB statement No.
125, issued in June 1996.  FAS No. 140 revises the standards for
accounting for securitizations and other transfers of financial
assets and collateral and requires certain disclosures, but it
carries over most of the provisions of FAS No. 125.  The
statement provides consistent standards for distinguishing
transfers of financial assets that are sales from transfers that
are secured borrowings.  FAS No. 140 is effective for transfers
occurring after March 31, 2001 and for disclosures relating to
securitization transactions and collateral for years ending after
December 15, 2000.  Implementation of FAS No. 140 did not have a
material impact on the Corporation's financial condition or
results of operations.

In July 2001, the FASB issued statement No. 141, "Business
Combinations".  FAS No. 141 requires the purchase method of
accounting for business combinations initiated after June 30,
2001 and eliminates the pooling-of interest method.  FAS No. 141
also specifies the types of acquired intangible assets that are
required to be recognized and reported separately from goodwill.
Additional provisions of FAS No.141 include the reclassification
of certain existing recognized intangibles to goodwill and
reclassification of certain intangibles out of previously
reported goodwill upon adoption.  Implementation of FAS No. 141
is not expected to have a material impact on the Corporation's
financial condition or results of operations.

In July 2001, the FASB issued statement No. 142, "Goodwill and
Other Intangible Assets", which is effective for fiscal years
beginning after December 15, 2001.  FAS 142 requires that
goodwill and other intangible assets with indefinite useful
lives, including goodwill recorded in past business combinations,
no longer be amortized, but instead be tested for impairment at
least annually and written down and charged to results of
operations only in the periods in which the recorded value is
more than the estimated fair value.  The statement also requires
the Corporation to complete a transitional goodwill impairment
test six months from the date of adoption including the
identification of reporting units for the purpose of assessing
potential future impairments of goodwill.  After identifying its
reporting units, the Corporation must determine the carrying
value of each reporting unit by assigning the assets and
liabilities, including the existing goodwill and intangible
assets to those reporting units and then determine the fair value
of each reporting unit.  If the carrying value of any reporting
unit exceeds its fair value, then detailed fair values for each
of the assigned assets (excluding goodwill) and liabilities will
be determined to calculate the amount of goodwill impairment, if
any.  Any transitional impairment loss resulting from the
adoption of FAS No. 142 will be recognized as the
9
<PAGE>
 FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          June 30, 2001
                           (Unaudited)

NOTE 4   New Accounting Pronouncements (continued)

effect of a change in accounting principle in the Corporation's
income statement.  As of June 30, 2001, the Corporation had
goodwill, net of accumulated amortization, of approximately $6.4
million, which would be subject to the transitional assessment
provisions of FAS No. 142.  Goodwill amortization expense was
$838 thousand during fiscal 2000, or $0.014 per share.  The
elimination of goodwill amortization is expected to reduce other
operating expenses in periods beginning after December 31, 2001,
by $838 thousand annually.  Management is currently assessing but
has not yet determined the full impact of FAS No. 142 on the
Corporation's financial condition or results of operations.

NOTE 5   Legal Proceedings

In 1994 a subsidiary Bank and its President at that time, were
named as defendants in a lender liability action.  The plaintiff
seeks damages in excess of $375 thousand, plus punitive damages.
Although the Company intends to vigorously defend itself, it is
not possible to evaluate the likelihood of an unfavorable outcome
or the amount or range of potential loss.  A jury trial has been
scheduled for the first quarter 2002.

ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND
   CONSOLIDATED SUBSIDIARIES MANAGEMENT'S DISCUSSION AND
   ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

First Six Months of 2001 as Compared to the First Six Months of
2000

This discussion and the related financial data are presented to
assist in the understanding and evaluation of the consolidated
financial condition and results of operations of First
Commonwealth Financial Corporation (the "Corporation") including
its subsidiaries.  In addition to historical information, this
discussion and analysis contains forward-looking statements. The
forward-looking statements contained herein are subject to
certain risks and uncertainties that could cause actual results
to differ materially from those projected in the forward-looking
statements.  Important factors that might cause such a difference
include, but are not limited to those discussed in this
"Management's Discussion and Analysis of Financial Condition and
Results of Operations."  Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect
management's analysis only as of the date hereof.  The
Corporation undertakes no obligation to publicly revise or update
these forward-looking statements to reflect events or
circumstances that arise after the date hereof.

Net income for the first six months of 2001 was $24.1 million
reflecting a decrease of $484 thousand compared to 2000 results
of $24.5 million.  The decrease in net income for the 2001 period
was primarily the result of decreases in net interest income
which were partially offset by increases in non-interest income.
Non-interest income, excluding
10
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                    AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS (Continued)

First Six Months of 2001 as Compared to the First Six Months of
2000 (Continued)

gains on asset sales, increased $1.3 million for the six months
of 2001 compared to 2000.   Basic earnings per share and diluted
earnings per share were $0.42 for the six months of 2001 compared
to basic earnings per share and diluted earnings per share of
$0.43 for the six months of 2000.  Basic earnings per share
excluding gains on sale of assets was $0.38 for the 2001 period
compared to $0.40 for the 2000 period.  Return on average assets
was 1.09% and return on average equity was 13.91% during the 2001
period, compared to 1.15% and 17.00%, respectively during the
same period of 2000.

Net interest income, the most significant component of earnings,
is the amount by which interest generated from earning assets
exceeds interest expense on liabilities.  Net interest income was
$68.2 million for the six months of 2001 compared to $70.3
million for the same period of 2000.  Net interest margin (net
interest income, on a tax-equivalent basis, as a percentage of
average earning assets) was 3.49% for the six months of 2001
compared to 3.70% for the six months of 2000.  The reduction in
net interest margin for the 2001 period compared to 2000 resulted
primarily from deposit rate increases combined with declining
investment yields compared to the 2000 period.  The cost of
deposits increased by 37 basis points (0.37%) for the first half
of 2001 compared to the first half of 2000, while investment
yields decreased by 26 basis points (0.26%) over the same time
period.  The Corporation continues to expand its fee-based
services to offset persistent pressure on net interest income.

The following table shows the effect of changes in volumes and
rates on interest income and interest expense.
<TABLE>
<CAPTION>
           Analysis of Changes in Net Interest Income
                  (dollar amounts in thousands)

                                     2001 Change from 2000
                                 Total   Change Due    Change
                                Change   To Volume     Due To
                                                        Rate
<S>                             <C>      <C>         <C>
Interest-earning assets:
  Time deposits with banks      $        $           $
                                (2)      10          (12)
  Securities
                                1,916    4,502       (2,586)
  Federal funds sold
                                365      437         (72)
  Loans
                                (88)     395         (483)
    Total interest income
                                2,191    5,344       (3,153)
Interest-bearing liabilities:
  Deposits
                                9,591    5,050       4,541
  Short-term debt
                                (5,541)  (4,639)     (902)
  Long-term debt
                                264      562         (298)
    Total interest expense
                                4,314    973         3,341
      Net interest income       $          $  4,371  $
                                (2,123)              (6,494)
</TABLE>
11
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS (Continued)

First Six Months of 2001 as Compared to the First Six Months of
2000 (Continued)

Interest and fees on loans decreased $88 thousand for 2001 over
2000 levels as volume increases were offset by rate decreases.
The total yield on loans for the first six months of 2001 was
8.41%, compared to loan yields of 8.40% for the first six months
of 2000.  Average loans for the six months of 2001 increased $5.0
million compared to averages for the six months of 2000 as
increases in commercial loans and municipal loans were partially
offset by reductions in average consumer loans.

Interest income on investments increased $1.9 million for the
first half of 2001 compared to the corresponding period of 2000
and included increases due to volume for asset backed securities
and corporate bonds.  Average balances of corporate bonds and
asset backed securities increased $101.4 million and $26.3
million, respectively for the first six months of 2001 compared
to 2000 averages.  Increases in investment income due to volume
were partially offset by decreases in investment income due to
rate as yields on investments for the first six months of 2001
were 6.63% compared to investment yields of 6.89% for the first
six months of 2000.

Interest on deposits increased $9.6 million for the 2001 period
compared to 2000, as interest on time deposits increased $9.8
million for the six months of 2001 compared to 2000.  Average
time deposits increased $216.7 million for the six months of 2001
compared to 2000 averages, resulting in an increase in interest
expense due to volume
of $5.1 million.  The cost of time deposits for the six months of
2001 increased by 48 basis points (0.48%) compared to 2000 costs
of 5.34% resulting in an increase in interest expense due to rate
of $4.7 million.

Interest expense on short-term borrowings decreased $5.5 million
for the six months of 2001 compared to the six months of 2000 as
the average balance of short-term borrowings decreased by $151.0
million over 2000 averages.  The cost of short-term borrowings
for the 2001 period also decreased by 90 basis points (0.90%)
compared to 2000 costs of 5.74%.

Interest expense on long-term debt increased $264 thousand for
the six months of 2001 compared to the 2000 period as increases
in interest expense due to volume were partially offset by
decreases in interest expense due to rate.  Average long-term
debt for the first half of 2001 increased by $19.5 million
compared to 2000 averages as maturities were extended for short
term borrowings from the Federal Home Loan Bank, to take
advantage of declining interest rates.

The provision for credit losses was $5.0 million for the six
months of 2001 compared to $4.9 million during the six months of
2000.  Net charge-offs against the allowance for credit losses
were $4.7 million in the 2001 period, reflecting a decrease of
$58 thousand compared to 2000 levels.  The 2001 period included
decreases in net charge-offs for commercial loans not secured by
real estate of $1.1 million and decreases in net charge-offs for
loans to individuals of $452 thousand compared to 2000 net charge-
offs.
12
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS (Continued)

First Six Months of 2001 as Compared to the First Six Months of
2000 (Continued)

The aforementioned decreases in net charge-offs during the first
half of 2001 were partially offset by increases in net charge-
offs for loans secured by residential real estate of $745
thousand and loans secured by commercial real estate of $625
thousand compared to 2000 net charge-offs.  The provision for
credit losses as a percent of net charge-offs was 106.07% at June
30, 2001 compared to 103.84% at June 30, 2000.  See the "Credit
Review" section for an analysis of the quality of the loan
portfolio.

Below is an analysis of the consolidated allowance for credit
losses for the six month periods ended June 30, 2001 and 2000.
<TABLE>
<CAPTION>
                                             2001        2000
                                          (Amounts in thousands)

<S>                                       <C>         <C>
Balance January 1,                        $ 33,601    $ 33,539
Loans charged off:
  Commercial, financial and agricultural                   2,027
                                          860
  Real estate-construction
                                          0           0
  Real estate-commercial
                                          625         0
  Real estate-residential                      1,110
                                                      338
  Loans to individuals                         2,344       2,812
  Lease financing receivables
                                          306         226

    Total loans charged off                    5,245       5,403

Recoveries of previously charged off
loans:
  Commercial, financial and agricultural
                                          101         192
  Real estate-construction
                                          0           0
  Real estate-commercial
                                          0           0
  Real estate-residential
                                          42          15
  Loans to individuals
                                          417         433
  Lease financing receivables
                                          5           25

    Total recoveries                             565
                                                      665

    Net charge offs                            4,680       4,738

Provision charged to operations                4,964       4,920

Balance, June 30,                         $ 33,885    $ 33,721
</TABLE>
13
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS (Continued)

First Six Months of 2001 as Compared to the First Six Months of
2000 (Continued)

Net securities gains were $2.0 million during the first half of
2001 compared to $1.7 million for the first half of 2000.
Securities gains during the six months of 2001 resulted primarily
from the sales of fixed rate corporate bonds and U.S. government
agency securities classified as securities "Available for sale"
with book values of $37.4 and $54.9 million, respectively.  The
securities gains during 2000 resulted primarily from the sale of
Pennsylvania bank stocks with a book value of $14.2 million.

Service charges on deposits for the first six months of 2001
increased $152 thousand compared to the first six months of 2000
primarily as a result of increases in NSF and account analysis
fees.

Other income for the first half of 2001 was $9.8 million
representing an increase of $2.1 million compared to $7.7 million
reported for the first half of 2000.  Gains on the sale of loans
were $568 thousand for the six months of 2001 compared to gains
on sale of loans of $73 thousand for the six months of 2000.
Gains on sale of loans for the 2001 period resulted primarily
from the sale of $12.9 million of 30 year residential mortgage
loans with significant prepayment exposure during falling
interest rates.  As a result of branch analysis including the
evaluation of the potential sale or consolidation of branches
competing in the same market area, the Corporation sold one of
its branches located in Bethel Park, Pennsylvania during 2001.
The premium on the sale of $10.4 million of deposits from the
branch resulted in a gain of $767 thousand, while an additional
gain of $10 thousand resulted from the sale of office furniture
and equipment. Other income from the six months of 2001 also
reflected increases in income from bank owned life insurance,
debit and credit card interchange, merchant discount and utility
processing fees of $328 thousand, $153 thousand, $109 thousand
and $132 thousand, respectively over 2000 revenues.  The first
half of 2001 also included increases in insurance commissions of
$225 thousand over the first half of 2000.  Fee based revenue,
such as insurance commissions, has been positively impacted by
implementation of an integrated advisory sales model to integrate
products between the Corporation's bank, insurance and trust
subsidiaries as well as utilization of an employee team to
deliver products and services to commercial customers through our
"Total Solutions Financial Management" approach.

Non-interest expense was $51.5 million for the six months of 2001
reflecting an increase of $1.3 million over the 2000 level of
$50.2 million.  Total non-interest expense as a percent of
average assets was 2.34% for both the 2001 and 2000 periods.
Employee costs were $27.1 million for the first half of 2001,
representing 1.25% of average assets on an annualized basis
compared to $26.8 million or 1.23% of average assets on an
annualized basis for 2000.  Salary costs for the first half of
2001 increased $496 thousand or 2.39% compared to 2000 levels of
$20.8 million.  Employee benefit costs for the first six months
of 2001 reflected decreases of $267 thousand over the first six
months of 2000 and included decreases in health insurance costs
and the Corporation's employee stock ownership plan when compared
to the first six months of 2000.
14
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
                          SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS (Continued)

First Six Months of 2001 as Compared to the First Six Months of
2000 (Continued)

Furniture and equipment expenses of $4.4 million for the first
six months of 2001 reflected increases of $572 thousand over 2000
levels and included increases in computer software depreciation
and software maintenance, primarily related to the upgrade of the
core banking software.  Other operating expenses for the 2001
period were $14.7 million reflecting an increase of $279 thousand
over the 2000 amount of $14.4 million.  The first six months of
2001 included increases in collection and repossession expenses,
legal fees, express freight, postage and telephone expense when
compared to 2000 levels. The first half of 2001 also included
increases in losses on sale of leased vehicles as the used auto
market continues to be weak compared to published residual values
in prior periods.  The operating expenses for the first six
months of 2001 reflected decreases in advertising and promotions,
outside data processing expenses and other professional fees when
compared to the first six months of 2000.

Income tax expense was $7.4 million for the six months of 2001
compared to $8.0 million for the same period of 2000.  The
Corporation's effective tax rate was 23.40% for the 2001 period
compared to 24.47% for the corresponding period of 2000.  The
reduction of the Corporation's effective tax rate for 2001 was
primarily the result of increased tax-free income from municipal
loans and bank owned life insurance during 2001 compared to the
2000 period.

Three Months ended June 30, 2001 as Compared to the Three Months
Ended June 30, 2000

Net income was $12.0 million for the second quarter of 2001, a
decrease of $1.1 million compared to 2000 results of $13.1
million.  Basic and diluted earnings per share was $0.21 during
the 2001 quarter compared to $0.23 for the same period of 2000.
Return on average assets was 1.08% and return on average equity
was 13.69% during the 2001 quarter, compared to 1.22% and 18.03%
respectively, during the 2000 quarter.  Net interest income for
the second quarter of 2001 of $34.0 million represented a
decrease of $916 thousand compared to the second quarter of 2000
as loan and investment yields fell faster than the cost of funds.
Although average deposits for the second quarter of 2001
reflected strong growth compared to average deposits for the
second quarter of 2000, as the Corporation as well as the banking
industry in general saw the migration of funds from the stock and
bond markets, growth was primarily in higher cost deposits.  Net
interest margin (net interest income, on a tax-equivalent basis,
as a percentage of average earning assets) for the 2001 period
was 3.44%, reflecting a decrease of 24 basis points (0.24%) from
3.68% reported in 2000.
15
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS (Continued)

Three Months ended June 30, 2001 as Compared to the Three Months
Ended
June 30, 2000 (Continued)

Interest and fees on loans for the three months ended June 30,
2001 decreased $1.2 million compared to the three months ended
June 30, 2000, primarily as a result of rate decreases.  The
total yields on loans for the second quarter of 2001 was 8.22%
representing a decrease of 24 basis points (0.24%) compared to
yields for the second quarter of 2000.  Decreases in interest and
fees on loans due to rate for the second quarter of 2001 compared
to the second quarter of 2000 were partially offset by
increases in interest income due to volume for commercial loans.
Average loans for the second quarter of 2001 increased $14.3
million compared to averages for the second quarter of 2000 and
included increases in commercial loans and municipal loans which
were partially offset by decreases in consumer loans.

Interest income on investments for the three months ended June
30, 2001 was $26.4 million, reflecting an increase of $1.1
million compared to the three months ended
June 30, 2000.  Volume increases for corporate bonds and asset
backed securities increased interest income by $2.3 million and
$451 thousand, respectively compared to interest income for the
second quarter of 2000.  Average corporate bonds for the second
quarter of 2001 increased $117.0 million compared to 2000
averages while average asset backed securities increased by $26.3
million over the same time period.  Yields on investments for the
three months ended June 30, 2001 were 6.56% compared to 6.90% for
the same period of 2000 reflecting a decrease of 34 basis points
(0.34%) which resulted in a decrease in interest income due to
rate of $1.7 million for the second quarter of 2001 compared to
the second quarter of 2000.

Interest on deposits for the second quarter of 2001 was $31.2
million reflecting an increase of $3.7 million compared to the
second quarter of 2000 as both volumes and rates increased over
2000 levels.  Average time deposits increased $210.4 million for
the three months ended June 30, 2001 compared to 2000 averages,
resulting in an increase in interest expense due to volume of
$2.6 million.  The cost of time deposits for the second quarter
of 2001 increased by 25 basis points (0.25%) compared to 2000
costs of 5.46%, resulting in an increase in interest expense due
to rate of $1.4 million for the 2001 quarter compared to 2000.
Deposit costs for the second quarter of 2001 were positively
impacted by rate decreases in total savings deposits as these
deposits repriced to reflect lower market interest rates.  The
cost of total savings deposits was 2.31% for the second quarter
of 2001 compared to 2.47% for the second quarter of 2000.

Interest on short-term borrowings for the second quarter of 2001
decreased $2.1 million due to volume compared to the second
quarter of 2000 as average short-term borrowings decreased $127.0
million over the same time period.  Interest on short-term
borrowings during the second quarter of 2001 also reflected rate
increases in all categories.  The cost of short-term borrowings
for the second quarter of 2001 was
16
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS (Continued)

Three Months ended June 30, 2001 as Compared to the Three Months
Ended
June 30, 2000 (Continued)

4.32% compared to 5.94% for the second quarter of 2000.  Interest
on long-term debt for the three months ended June 30, 2001
increased $174 thousand over the three months ended June 30,
2000.  Long term debt increases during 2001 were primarily the
result of extending the maturity of borrowings from the Federal
Home Loan Bank.

Provision for credit losses was $2.6 million for the three months
ended June 30, 2001 compared to $2.4 million for the three months
ended June 30, 2000.  Net charge-offs for the second quarter of
2001 were $3.0 million, compared to net charge-offs of $2.5
million for the second quarter of 2000.  Net charge-offs for the
second quarter of 2001 included increases in net charge-offs of
residential mortgage loans and commercial loans not secured by
real estate of $628 thousand and $387 thousand respectively,
compared to 2000 levels.

Net securities gains were $1.8 million for the three months ended
June 30, 2001 compared to $1.7 million for the three months ended
June 30, 2000.  Securities gains during the second quarter of
2001 resulted primarily from sales of fixed rate corporate bonds
classified as securities "available for sale" with book values of
$37.4 million.  The securities gains during 2000 resulted
primarily from the sale of Pennsylvania bank stocks with a book
value of $14.2 million.

Service charges on deposits were $2.7 million for the second
quarter of 2001 compared to $2.6 million for the second quarter
of 2000.  The 2001 period includes increases in NSF and account
analysis fees compared to 2000 levels.  Other income for the
three months ended June 30, 2001 was $4.6 million, an increase of
$390 thousand over $4.2 million reported for the three months
ended June 30, 2000.  Gains on the sale of loans were $232
thousand for the second quarter of 2001 compared to gains on
sales of loans of $70 thousand for the second quarter of 2000.
Other income for the second quarter of 2001 also reflected
increases in letter of credit fees, utility processing fees, ATM
interchange and mutual fund revenue compared to amounts reported
for the second quarter of 2000.

Total noninterest expense for the three months ended June 30,
2001 was $26.0 million reflecting an increase of $955 thousand
over the $25.0 million that was reported for the corresponding
period of 2000.  Employee costs were $13.4 million during the
second quarter of 2001 reflecting an increase of $471 thousand
over 2000 levels.  Salaries increased by $480 thousand for the
second quarter of 2001 compared to second quarter of 2000, while
employee benefit costs remained flat over the same time period.

Furniture and equipment expenses increased $306 thousand for the
second quarter of 2001 compared to the second quarter of 2000,
primarily as a result of increases in software depreciation and
software maintenance costs.  Other operating expenses for
17
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS (Continued)

Three Months ended June 30, 2001 as Compared to the Three Months
Ended
June 30, 2000 (Continued)

the three months ended June 30, 2001 were $6.9 million compared
to $6.7 million for the corresponding period of 2000.  Collection
and repo expenses, postage and telephone costs reflected
increases for the three months ended June 30, 2001
compared to the three months ended June 30, 2000.  Cost decreases
for the second quarter of 2001 included a reduction in outside
data processing expenses, other professional fees and deferred
loan origination costs compared to the second quarter of 2000.

Income taxes were $3.7 million for the second quarter of 2001
compared to $4.3 million for the second quarter of 2000.  The
Corporation's effective tax rate was 23.70% for the 2001 period
compared to 24.56% for the corresponding period of 2000.  The
Corporation's effective tax rate for 2001 reflects the effect of
tax credits and increased municipal loan income compared to 2000
levels.

LIQUIDITY

Liquidity is a measure of the Corporation's ability to
efficiently meet normal cash flow requirements of both borrowers
and depositors.  In the ordinary course of business, funds are
generated from deposits (primary source) and the maturity or
repayment of earning assets, such as securities and loans.  As an
additional secondary source, short-term liquidity needs may be
provided through the use of overnight Federal funds purchased,
borrowings through the use of lines available for repurchase
agreements, and borrowings from the Federal Reserve Bank.
Additionally, the banking subsidiaries are members of the Federal
Home Loan Bank and may borrow under overnight and term borrowing
arrangements.  The sale of earning assets may also provide an
additional source of liquidity.

The Corporation monitors liquidity through regular computations
of prescribed liquidity ratios.  The Corporation actively manages
liquidity within a defined range and has developed liquidity
contingency plans, including ensuring availability of alternate
funding sources to maintain liquidity under a variety of business
conditions.  In addition to the previously described funding
sources the Corporation's ability to access the capital markets
was demonstrated during 1999 through the issuance of $35 million
of capital securities.

Net loans increased $56.4 million in the first six months of 2001
as increases in commercial loans, municipal loans and loans to
individuals were partially offset by decreases in residential
real estate loans.  The decrease in residential real estate loans
was partially the result of the previously discussed residential
mortgage sale during the first quarter of 2001.  Total deposits
increased $150.5 million for the six months of 2001
18
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS (Continued)

LIQUIDITY (Continued)

and included increases in demand deposits of $11.9 million, total
savings deposits of $95.8 million and time deposits of $42.8
million.  The increase in total savings deposits during 2001
resulted primarily from increases in a high yield money market
deposit
product.  Time deposits for the six months of 2001 reflects a
decrease of $21.1 million in brokered time deposits.  Strong
deposit growth during 2001 continues as customers return to the
safety of traditional banking products due to the uncertainties
of the stock and bond markets.

Marketable securities that the Corporation holds in its
investment portfolio are an additional source of liquidity.
These securities are classified as "securities available for
sale" and while the Corporation does not have specific intentions
to sell these securities they have been designated as "available
for sale" because they may be sold for the purpose of obtaining
future liquidity, for management of interest rate risk or as part
of the implementation of tax management strategies.  As of June
30, 2001 securities available for sale had an amortized cost of
$1,425.2 million and an approximate fair value of $1,427.8
million.

Interest Sensitivity

The objective of interest rate sensitivity management is to
maintain an appropriate balance between the stable growth of
income and the risks associated with maximizing income through
interest sensitivity imbalances.  While no single number can
accurately describe the impact of changes in interest rates on
net interest income, interest rate sensitivity positions, or
"gaps", when measured over a variety of time periods, may be
helpful.

An asset or liability is considered to be interest-sensitive if
the rate it yields or bears is subject to change within a
predetermined time period.  If interest-sensitive assets ("ISA")
exceed interest-sensitive liabilities ("ISL") during the
prescribed time period, a positive gap results.  Conversely, when
ISL exceed ISA during a time period, a negative gap results.

A positive gap tends to indicate that earnings will be impacted
favorably if interest rates rise during the period and negatively
when interest rates fall during the time period.  A negative gap
tends to indicate that earnings will be affected inversely to
interest rate changes.  In other words, as interest rates fall, a
negative gap should tend to produce a positive effect on
earnings, and when interest rates rise, a negative gap should
tend to affect earnings negatively.

The primary components of ISA include adjustable rate loans and
investments, loan repayments, investment maturities and money
market investments.  The primary components of ISL include
maturing certificates of deposit, money market deposits, savings
deposits, NOW accounts and short-term borrowings.
19
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS (Continued)

Interest Sensitivity (Continued)

The following table lists the amounts and ratios of assets and
liabilities with rates or yields subject to change within the
periods indicated as of June 30, 2001 and
December 31, 2000 (Dollar amounts in thousands):
<TABLE>
<CAPTION>

                                       June 30, 2001
                            0-90     91-180   181-365  Cumulativ
                            Days      Days     Days        e
                                                         0-365
                                                          Days
<S>                       <C>       <C>      <C>       <C>
Loans                            $         $         $  $1,118,32
                           732,470   143,417   242,438          5
Investments                109,404    60,896   150,694    320,994
Other interest-earning
assets                       3,500       -0-       -0-      3,500

  Total interest-                              393,132
sensitive assets           845,374   204,313            1,442,819

Certificates of deposits   441,593   297,778   394,815  1,134,186
Other deposits             1,108,4       -0-       -0-  1,108,429
                                29
Borrowings
                           275,441       677     2,850    278,968
  Total interest-                              397,665
sensitive liabilities      1,825,4   298,455            2,521,583
                                63
  GAP                      $(980,0   $(94,14  $(4,533)  $(1,078,7
                               89)        2)                  64)

ISA/ISL                       0.46      0.68      0.99       0.57
Gap/Total assets            21.63%     2.08%     0.10%     23.80%
</TABLE>
<TABLE>
<CAPTION>
                                     December 31, 2000

                            0-90     91-180   181-365  Cumulativ
                            Days      Days     Days        e
                                                         0-365
                                                          Days
<S>                       <C>       <C>      <C>       <C>
Loans                            $         $         $          $
                           621,536   130,374   244,605    996,515
Investments                130,220    47,279   105,423    282,922
Other interest-earning
assets                      11,552       -0-       -0-     11,552

  Total interest-
sensitive assets           763,308   177,653   350,028  1,290,989

Certificates of deposits   274,963   264,805   470,828  1,010,596
Other deposits             1,018,2       -0-       -0-  1,018,205
                                05
Borrowings
                           274,673       884       457    276,014
  Total interest-
sensitive liabilities      1,567,8   265,689   471,285  2,304,815
                                41
  GAP                      $(804,5   $(88,03  $(121,25  $(1,013,8
                               33)        6)        7)        26)

ISA/ISL                       0.49      0.67      0.74       0.56
Gap/Total assets            18.40%     2.01%     2.77%     23.19%
</TABLE>
20

<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS (Continued)

Interest Sensitivity (Continued)

Although the periodic gap analysis provides management with a
method of measuring current interest rate risk, it only measures
rate sensitivity at a specific point in time.  Therefore, to more
precisely measure the impact of interest rate changes on the
Corporation's net interest income, management simulates the
potential effects of changing interest rates through computer
modeling.  The income simulation model used by the Corporation
captures all assets, liabilities, and off-balance sheet financial
instruments, accounting for significant variables that are
believed to be affected by interest rates.  These variables
include prepayment speeds on mortgage loans and mortgage backed
securities, cash flows from loans, deposits and investments and
balance sheet growth assumptions.  The model also captures
embedded options, such as interest rate caps/floors or call
options, and accounts for changes in rate relationships as
various rate indices lead or lag changes in market rates.  The
Corporation is then better able to implement strategies which
would include an acceleration of a deposit rate reduction or lag
in a deposit rate increase.  The repricing strategies for loans
would be inversely related.

The Corporation's asset/liability management policy guidelines
limit interest rate risk exposure for the succeeding twelve month
period.  Simulations are prepared under the base case where
interest rates remain flat and most likely case where interest
rates are defined using projections of economic factors.
Additional simulations are produced estimating the impact on net
interest income of a 300 basis point (3.00%) movement upward or
downward from the base case scenario.  The Corporation's current
asset/liability management policy indicates that a 300 basis
point (3.00%) change in interest rates up or down cannot result
in more than a 7.5% change in net interest income when compared
to a base case, without Board approval and a strategy in place to
reduce interest rate risk below the established maximum level.
The analysis at
June 30, 2001, indicated that a 300 basis point (3.00%) movement
in interest rates in either direction over the next twelve months
would not have a significant impact on the Corporation's
anticipated net interest income over that time frame and the
Corporation's position would remain well within current policy
guidelines.

The Corporation's "Asset/Liability Management Committee" ("ALCO")
is responsible for the identification, assessment and management
of interest rate risk exposure, liquidity, capital adequacy and
investment portfolio position.  The primary objective of the ALCO
process is to ensure that the Corporation's balance sheet
structure maintains prudent levels of risk within the context of
currently known and forecasted economic conditions and to
establish strategies which provide the Corporation with
appropriate compensation for the assumption of those risks.  The
ALCO attempts to mitigate interest rate risk through the use of
strategies such as asset disposition, asset and liability pricing
and matched maturity funding.  The ALCO strategies are
established by the Corporation's senior management and are
approved by the Corporation's board of directors.
21
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS (Continued)

CREDIT REVIEW

The following table identifies amounts of loan losses and
nonperforming loans.  Past due loans are those which were
contractually past due 90 days or more as to interest or
principal payments but are well secured and in the process of
collection.  Renegotiated loans are those loans which terms have
been renegotiated to provide a reduction or deferral of principal
or interest as a result of the deteriorating financial position
of the borrower and are in compliance with the restructured
terms.
<TABLE>
<CAPTION>
                                                 At June 30,
                                               2001        2000
                                                 (amounts in
                                                 thousands)
<S>                                         <C>        <C>
Nonperforming Loans:

Loans on nonaccrual basis                           $           $
                                                8,937      11,427
Past due loans                                 20,500      15,360
Renegotiated loans
                                                2,237       1,638
    Total Nonperforming Loans                       $           $
                                               31,674      28,425

Other real estate owned                             $           $
                                                1,786       1,752

Loans outstanding at end of period           $2,547,5   $2,500,42
                                                   40           2

Average loans outstanding (year-to-date)     $2,515,9   $2,511,02
                                                   91           0

Nonperforming loans as percent of total         1.24%       1.14%
loans

Provision for credit losses                         $           $
                                                4,964       4,920

Net charge-offs                                     $           $
                                                4,680       4,738

Net charge-offs as percent of average           0.19%       0.19%
loans outstanding

Provision for credit losses as percent of     106.07%     103.84%
net charge-offs

Allowance for credit losses as percent of       1.35%       1.34%
average loans outstanding

Allowance for credit losses as percent of       1.33%       1.35%
end-of-period loans outstanding

Allowance for credit losses as percent of     106.98%     118.63%
nonperforming loans

</TABLE>
22
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS (Continued)

CREDIT REVIEW (Continued)

The Corporation considers a loan to be impaired when, based on
current information and events, it is probable that the
Corporation will be unable to collect principal or interest due
according to the contractual terms of the loan.  Loan impairment
is measured based on the present value of expected cash flows
discounted at the loan's effective interest rate or, as a
practical expedient, at the loan's observable market price or the
fair value of the collateral if the loan is collateral dependent.
Payments received on impaired loans are applied against the
recorded investment in the loan.  For loans other than those that
the Corporation expects repayment through liquidation of the
collateral, when the remaining recorded investment in the
impaired loan is less than or equal to the present value of the
expected cash flows, income is recorded on a cash basis.
Impaired loans include loans on a nonaccrual basis and
renegotiated loans.

The following table identifies impaired loans, and information
regarding the relationship of impaired loans to the reserve for
credit losses at June 30, 2001 and June 30, 2000:
<TABLE>
<CAPTION>
                                               2001       2000
                                                 (amounts in
                                                  thousands)
<S>                                          <C>        <C>
Recorded investment in impaired loans at       $11,174    $13,065
end of period

Year to date average balance of impaired       $12,052    $13,023
loans

Allowance for credit losses related to        $  1,669   $  2,696
impaired loans

Impaired loans with an allocation of the      $  3,661   $  5,192
allowance for credit losses

Impaired loans with no allocation of the      $  7,513   $  7,873
allowance for credit losses

Year to date income recorded on impaired             $          $
loans on a cash basis                              233        277
</TABLE>
Other than those described above, there are no material credits
that management has serious doubts as to the borrower's ability
to comply with the present loan repayment terms.  Additionally,
the portfolio is well diversified and as of June 30, 2001, there
were no significant concentrations of credit.

Nonperforming loans at June 30, 2001 increased $3.2 million
compared to 2000 levels and included increases in past due loans
of $5.1 million and increases in renegotiated loans of $599
thousand which were partially offset by decreases in nonaccrual
loans of $2.5 million.  Past due loans reflected increases in
past due loans secured by residential real estate of $1.0 million
and past due commercial loans of $4.6 million compared to 2000
levels.  Past due loans at June 30, 2001 reflected a decrease of
past due loans
23
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS (Continued)

CREDIT REVIEW (Continued)

and leases to individuals of $552 thousand.  The increase in
renegotiated loans at
June 30, 2001 compared to the corresponding period of 2000 was
the result of the modification of loan terms for one commercial
borrower during the third quarter of 2000. Nonaccrual loans
reflected decreases in nonaccrual commercial loans of $3.3
million which were partially offset by increases in nonaccrual
loans secured by residential real estate of $849 thousand
compared to the same period of 2000. Nonperforming loan levels
have decreased for the first two quarters of 2001 compared to
year-end 2000 amounts of $35.0 million.  Nonperforming loans as a
percent of total loans has also decreased for the first two
quarters of 2001 compared to year-end 2000, while the allowance
for credit losses as a percent of nonperforming loans has
increased over the same time frame.  Nonperforming loans as a
percent of total loans was 1.24% at
June 30, 2001 compared to 1.41% at December 31, 2000 and 1.14% at
June 30, 2000, while the allowance for credit losses as a percent
of nonperforming loans was 106.98%, 95.87% and 118.63%,
respectively for the same periods.

The Corporation's loan portfolio continues to be monitored by
senior management to identify potential portfolio risks and
detect potential credit deterioration in the early stages.
Credit risk is mitigated through the use of sound underwriting
policies and collateral requirements.  Early in 2000, the
Corporation initiated an additional level of approval for credit
relationships between $500 thousand and $1.0 million.  This
procedure requires approval of those credits by a committee
consisting of senior lenders of the Corporation.  Management
attempts to minimize loan losses by analyzing and modifying
collection techniques on a periodic basis.  Despite the
uncertainty of the economy and the potential for additional
charge offs, management believes that the allowance for credit
losses and nonperforming loans remain safely within acceptable
levels.

CAPITAL RESOURCES

Equity capital increased $18.0 million in the first six months of
2001.  Dividends declared reduced equity by $16.9 million during
the 2001 period, while earnings retention was $7.2 million,
representing an earnings retention rate of 29.76%.  The retained
net income remains in permanent capital to fund future growth and
expansion. Payments by the Corporation's Employee Stock Ownership
Plan ("ESOP") to reduce debt it incurred to acquire the
Corporation's common stock for future distribution as employee
compensation, net of fair value adjustments to Unearned ESOP
shares, increased equity by $625 thousand.  Amounts paid to fund
the discount on reinvested dividends reduced equity by $306
thousand. The market value adjustment to securities available for
sale increased equity by $9.5 million.  Proceeds from the
reissuance of treasury shares to fund stock options exercised
increased equity by $1.1 million during 2001.
24
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS (Continued)

CAPITAL RESOURCES (Continued)

A capital base can be considered adequate when it enables the
Corporation to intermediate funds responsibly and provide related
services, while protecting against future uncertainties.  The
evaluation of capital adequacy depends on a variety of factors,
including asset quality, liquidity, earnings history and
prospects, internal controls and management caliber.  In
consideration of these factors, management's primary emphasis
with respect to the Corporation's capital position is to maintain
an adequate and stable ratio of equity to assets.

The Federal Reserve Board has issued risk-based capital adequacy
guidelines which are designed principally as a measure of credit
risk.  These guidelines require:  (1) at least 50% of a banking
organization's total capital be common and other "core" equity
capital ("Tier I Capital"); (2) assets and off-balance-sheet
items be weighted according to risk; (3) the total capital to
risk-weighted assets ratio be at least 8%; and (4) a minimum
leverage ratio of Tier I capital to average total assets.  The
minimum leverage ratio is not specifically defined, but is
generally expected to be 3-5 percent for all but the most highly
rated banks, as determined by a regulatory rating system.

The table below presents the Corporation's capital position at
June 30, 2001:
<TABLE>
<CAPTION>
                                                Percent
                                 Amount       Of Adjusted
                                     (in        Assets
                               thousands)
<S>                           <C>            <C>
Tier I Capital                  $377,914          12.8%
Risk-Based Requirement            117,962          4.0

Total Capital                    411,799         14.0
Risk-Based Requirement           235,924           8.0

Minimum Leverage Capital         377,914           8.5
Minimum Leverage Requirement     134,128           3.0
</TABLE>

At June 30, 2001 the Corporation's banking subsidiaries are
considered well capitalized as defined by the Federal Deposit
Insurance Corporation Improvement Act of 1991.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
  RISK

Information appearing in Item 2 of this report under the caption
"Interest Sensitivity" is incorporated herein by reference in
response to this item.
25
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED
SUBSIDIARIES
                  PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

       There were no material legal proceedings to which the
Corporation or its
        subsidiaries are a party, or of which any of their
property is the subject, except
        proceedings which arise in the normal course of business
and, in the opinion of
        management, will not have a material adverse effect on
the consolidated
        operations or financial position of the Corporation and
its subsidiaries.
        See NOTE 5 to the consolidated financial statements for
additional information.

ITEM 2. CHANGES IN SECURITIES

        Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
              HOLDERS

        On April 23, 2001, the Corporation held its regularly
scheduled annual meeting
        of shareholders.  The following proposal was considered
and acted upon.

        Proposal 1

       The following directors were elected for terms to expire
in 2004:

        David S. Dahlmann
        Ronald C. Geiser
        Johnston A. Glass
        Robert F. Koslow
        Joseph W. Proske
              E. James Trimarchi


ITEM 5. OTHER INFORMATION

        Not applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

       (a)  Exhibits
             None

       (b) Reports on Form 8-K
             None
26
<PAGE>
                           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 thereunto duly authorized.



            FIRST COMMONWEALTH FINANCIAL CORPORATION
                          (Registrant)



DATED:  AUGUST 13, 2001      /S/ Joseph E. O'Dell
                         Joseph E. O'Dell, President and
                         Chief Executive Officer


DATED:  AUGUST 13, 2001      /S/ John J. Dolan
                         John J. Dolan, Executive Vice
                         President and Chief Financial Officer