UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549****FORM 8-KCURRENT REPORTPursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):** August 8, 2003  ****          FirstCommonwealth FinancialCorporation            **(Exact name ofregistrant as specified in its charter)

| **   Pennsylvania   ** |   | **    0-11242    ** |   | **     25-1428528      ** |
|------------------------------------------------------|--------|-------------------------------------------------------------|--------|----------------------------------------------------------------------------------|
| (State or  other jurisdiction  of incorporation)     |   | (Commission  File Number)                                   |   | (IRS Employer  Identification Number)                                            |

 

|                                                                                                                                        |   |                                                                  |
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| **        22  N. Sixth Street, Indiana,  PA         ** |   | **     15701     ** |
| (Address of  Principal Executive Offices)                                                                                                   |   | (Zip Code)                                                            |

 

Registrant's telephonenumber, including area code:     **(724) 349-7220**     

Item 5. OTHER EVENTS

On August 8, the registrant entered into adefinitive agreement to acquire Pittsburgh Financial Corp. ("PFC") afinancial holding company headquartered near Pittsburgh, in Wexford,Pennsylvania.  Pittsburgh FinancialCorp. is the parent company of BankPittsburgh with total assets of $376million, deposits of $182 million and equity of nearly $23 million at June 30,2003.  BankPittsburgh is a statechartered stock savings bank headquartered in Pittsburgh, Pennsylvania whichconducts business from seven offices in Allegheny (6) and Butler (1) countiesand one loan production office in downtown Pittsburgh.  PFC also offers residential and commercialmortgage settlement services through Pinnacle Settlement Group LLC, an 80%owned subsidiary.  Pittsburgh FinancialCorp. shares are traded on the NASDAQ National Market System under the symbol"PHFC".Under terms of the agreement, the shareholders of Pittsburgh Financial Corp.can elect to receive $20.00 in cash or an equivalent value of the registrant'scommon stock for each PFC share owned, subject to proration as provided in thedefinitive agreement to ensure that 40% of the aggregate merger considerationwill be paid in cash and 60% in First Commonwealth common stock.  The transaction is subject to all requiredregulatory approvals and the approval of PFC shareholders.  The definitive agreement was unanimouslyapproved by the Boards of Directors of both organizations.  The transaction has a current market valueof $28.4 million and is expected to be completed by the end of 2003.  On a pro-forma basis, as of June 30, 2003, the registrant would have assets ofapproximately $5.2 billion, total equity of $424 million and marketcapitalization of $765 million.Item 7(c) EXHIBITSExhibit 2 Plan of AcquisitionPursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.Dated:  August 11, 2003                              FIRSTCOMMONWEALTH FINANCIAL CORPORATION                              By:  /S/JOHN J.DOLAN                                                 John J. Dolan                                   Executive Vice President and                                    Chief Financial Officer