Filed by: First Commonwealth Financial CorporationPursuant to Rule 425 under the Securities Act of 1933Subject Company: Pittsburgh Financial Corp.Commission File No.: 000-27522

**NEWSRELEASE**

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| To:    | All Area News  Agencies                    |            | For More  Information Contact:                                          |
|--------|--------------------------------------------|--------------------------------------------------------------|-------------------------------------------------------------------------|
|   |                                       |                                                         |                                                                    |
| From:  | First  Commonwealth  Financial Corporation |                                                         | John J. Dolan,  Executive Vice President and  Chief Financial Officer   |
|   |                                       |                                                         | First  Commonwealth Financial Corporation                               |
| Date:  | August 8, 2003                             |                                                         | (724) 349-7220                                                          |
|   |                                       |                                                         |                                                                    |
|   |                                       |                                                         | Michael J. Kirk,  Executive Vice President and  Chief Financial Officer |
|   |                                       |                                                         | Pittsburgh  Financial Corp.                                             |
|   |                                       |                                                         | (724) 933-4509  Ext. 217                                                |

FIRST COMMONWEALTH TO ACQUIRE PITTSBURGH FINANCIALCORP.

INDIANA, PA - First Commonwealth Financial Corporation (NYSE:FCF) the holdingcompany for First Commonwealth Bank, and Pittsburgh Financial Corp.(NASDAQ:PHFC), the parent company for BankPittsburgh, announced today theexecution of a definitive agreement under which Pittsburgh Financial Corp. andBankPittsburgh would merge into First Commonwealth Financial Corporation andFirst Commonwealth Bank, respectively. Under terms of the agreement, the shareholders of Pittsburgh FinancialCorp. (PFC) can elect to receive $20.00 in cash or an equivalent value of FirstCommonwealth common stock for each PFC share owned, subject to proration asprovided in the definitive agreement to ensure that 40% of the aggregate mergerconsideration will be paid in cash and 60% in the First Commonwealth commonstock.The definitive agreement was unanimously approved by the Board of Directors ofboth organizations.  The transaction issubject to all required regulatory approvals and the approval by PFCshareholders.  The transaction isexpected to be completed by the end of 2003. First Commonwealth believes that the transaction will be immediatelyaccretive to earnings.Joseph E. O'Dell, President and Chief Executive Officer of First Commonwealth,stated, "We are excited with the opportunity to work with the people ofBankPittsburgh in further expanding our presence in the Pittsburgh market.  The BankPittsburgh markets are in line withour in-market growth strategy and the results of the transaction will provideeconomic synergies." J. Ardie "Butch" Dillen, Chairman, President and Chief ExecutiveOfficer of Pittsburgh Financial Corp., stated, "We believe that thistransaction will not only enhance our shareholders' value, but alsosubstantially improve our ability to serve our customers while expanding careeropportunities for our employees.  Weconsider this a win-win arrangement for all of our constituencies and we arepleased to be joining one of the premier financial services companies inPennsylvania." 

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First Commonwealth Financial Corporation, headquartered in Indiana,Pennsylvania, is a $4.8 billion bank holding company offering a full array offinancial services, operating through First Commonwealth Bank in 18 counties inwestern and central Pennsylvania. Financial services and insurance products are also provided throughFirst Commonwealth Trust Company, First Commonwealth Financial Advisors, andFirst Commonwealth Insurance Agency. Data processing and support services are offered through FirstCommonwealth Systems Corporation and First Commonwealth Professional Resources,Inc.Pittsburgh Financial Corp. is the parent company of BankPittsburgh with totalassets of $376 million, deposits of $182 million, and equity of nearly $23million at June 30, 2003.  BankPittsburgh has seven full service offices in Allegheny (6) and Butler (1)Counties and one loan production office in downtown Pittsburgh.  It also offers residential and commercialmortgage settlement services through Pinnacle Settlement Group LLC, an 80%owned subsidiary.The proposed merger will be submitted to PFC's shareholders for theirconsideration.  First Commonwealth andPFC will file a registration statement, a proxy statement/prospectus and otherrelevant documents concerning the proposed transaction with the SEC.  BEFORE MAKING ANY DECISION REGARDING THEMERGER, SHAREHOLDERS OF PFC are urged toread the registration statement and the proxy statement/prospectus when itbecomes available and other relevant documents filed with the SEC, as well asany amendments or supplements to those documents, because they containimportant information.  You willbe able to obtain a free copy of the proxy statement/prospectus, as well asother filings containing information about First Commonwealth and PFC, at theSEC's Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the SEC filings that willbe incorporated by reference in the proxy statement/prospectus can be obtained,without charge, by directing a request to the Secretary of First Commonwealth,First Commonwealth Financial Corporation, Old Courthouse Square, 22 North SixthStreet, P.O. Box 400, Indiana, PA 15701-0400, (724) 349-7220, or to theSecretary of PFC, Pittsburgh Financial Corp., 1001 Village Run Road, Wexford,PA 15090, (724) 933-4509.PFC and its directors and executive officers may be deemed to be participantsin the solicitation of proxies from the shareholders of PFC in connection withthe merger.  Information about thedirectors and executive officers of PFC and their ownership of PFC common stockis set forth in the proxy statement, dated December 23, 2002, for PFC's 2002annual meeting of shareholders, as filed with the SEC on a Schedule 14A.  Additional information about the interestsof those participants may be obtained from reading the definitive proxystatement/prospectus regarding the proposed merger when it becomes available.

*Statements contained in this pressrelease that are not historical facts are forward looking statements as thatitem is defined in the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subjectto risks and uncertainties that could cause actual results to differ materiallyfrom estimates results.  Such risks anduncertainties are detailed in First Commonwealth's filings with the Securitiesand Exchange Commission.*

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**TransactionSummary**

 

| Purchase Price per Share     |    | $20.00 in cash or shares of First Commonwealth  common stock (based on the average closing price on the NYSE for the 10  trading days ending on the third business day before the closing date)

  |
|------------------------------|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Aggregate Consideration      |         | 40% cash and 60% First Commonwealth common stock

                                                                                                                                                 |
| Market Premium               |         | 25%

                                                                                                                                                                                              |
| Aggregate Transaction Value  |         | $28.4 million

                                                                                                                                                                                    |
| Anticipated Closing          |         | On or before December 31, 2003

                                                                                                                                                                   |
| Anticipated Transaction Cost |         | $2.3 million (includes anticipated restructuring  charges)

                                                                                                                                       |
| Anticipated Cost Savings     |         | $1.3 million (15%)

                                                                                                                                                                               |
| Required Approvals           |         | Federal Reserve Board, Pittsburgh Financial Corp.  shareholders, FDIC, and Pennsylvania Dept. of Banking                                                                                                |

 

 

**StrategicRationale**

 

**In-Market Geographic Expansion**

| -   | Improves Pittsburgh  area and Butler County presence |
|----------|------------------------------------------------------|
| -   | Consistency in markets and demographics              |

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**Market Synergies**

| -   | Commercial lending  expansion                                                                      |
|----------|----------------------------------------------------------------------------------------------------|
| -   | Trust, insurance, and financial planning services  will be available to a wider range of customers |
| -   | Risk management strength of FCF will be extended to  larger entity                                 |

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**Financial Impact Favorable**

| -   | Immediately accretive  to GAAP and cash earnings                                                          |
|----------|-----------------------------------------------------------------------------------------------------------|
| -   | Expected cost efficiencies in operations                                                                  |
| -   | Leverage capital base                                                                                     |
| -   | Increased dividend to PHFC shareholders (144%)  (based on First Commonwealth's historical dividend yield) |

 

**Advisor to PFC**

| -   | Sandler O'Neill &  Partners, L.P. |
|----------|---------------------------------------|

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