<PAGE>

                                 FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C  20549



( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

               For the quarterly period ended March 31, 2001


                                    OR


(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


               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 May 11, 2001 was 58,249,036.


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         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 . . . . . . . . . . . . . . . . . . . . . . . . 22


                        PART II - OTHER INFORMATION

Other Information . . . . . . . . .  . . . . . . . . . . . . . 23

Signatures . . . . . . . . . . . . . . . . . . . . Signature Page
     
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<PAGE>
    FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
             CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                     (Dollars in thousands)

                                             March 31,        December 31,
                                                 2001             2000

ASSETS
     Cash and due from banks on demand....    $   79,950       $   90,723
     Interest-bearing deposits with banks.         1,459              427
     Federal funds sold ..................        18,300           11,125
     Securities available for sale, at
      market..............................     1,397,022        1,238,230

     Securities held to maturity, at cost,
       (Market value $329,163 in 2001 and
       $398,662 in 2000)..................       324,543          398,107

     Loans................................     2,504,432        2,492,874
       Unearned income....................        (1,803)          (2,047)
       Allowance for credit losses........       (34,339)         (33,601)
          Net loans.......................     2,468,290        2,457,226

     Property and equipment...............        44,804           44,671
     Other real estate owned..............         1,475            1,661
     Other assets.........................       143,544          130,142

          TOTAL ASSETS....................    $4,479,387       $4,372,312

LIABILITIES

     Deposits (all domestic)
       Noninterest-bearing................    $  243,634       $  244,010
       Interest-bearing...................     2,907,465        2,820,136
          Total deposits..................     3,151,099        3,064,146

     Short-term borrowings................       286,914          272,171
     Other liabilities....................        33,739           44,984

     Company obligated mandatorily
      redeemable capital securities of
      subsidiary trust....................        35,000           35,000
     Other long-term debt.................       623,369          621,855

          Total long-term debt............       658,369          656,855

          Total liabilities...............     4,130,121        4,038,156

SHAREHOLDERS' EQUITY
     Preferred stock, $1 par value per
       share, 3,000,000 shares authorized,
       none issued........................           -0-              -0-
     Common stock $1 par value per share,
       100,000,000 shares authorized;
       62,525,412 shares issued; 58,222,096
       and 58,195,450 shares outstanding at
       March 31, 2001 and December 31, 2000,
       respectively.......................        62,525           62,525
     Additional paid-in capital...........        66,979           67,223
     Retained earnings....................       275,749          272,169
     Accumulated other comprehensive income        3,272          (7,808)
     Treasury stock (4,303,316 shares at
       March 31, 2001 and 4,329,962 at
       December 31, 2000, at cost)........       (54,329)         (54,666)
     Unearned ESOP shares.................        (4,930)          (5,287)

       Total shareholders' equity.........       349,266          334,156

          TOTAL LIABILITIES AND
            SHAREHOLDERS' EQUITY..........    $4,479,387       $4,372,312

The accompanying notes are an integral part of these consolidated financial
statements.

3  
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<PAGE>
    FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
          (Dollars in thousands except per share data)

                                                      For the Quarter
                                                      Ended March 31,
                                                      2001      2000

Interest Income
  Interest and fees on loans.......                $52,222    $51,110
  Interest and dividends on investments:
    Taxable interest...............                 23,331     22,392
    Interest exempt from Federal
     income taxes..................                  2,371      2,444
    Dividends......................                    854        930
  Interest on Federal funds sold...                    282         49
  Interest on bank deposits........                     20         18
     Total interest income.........                 79,080     76,943

Interest Expense
  Interest on deposits.............                 32,057     26,165
  Interest on short-term borrowings                  3,524      6,162
  Interest on company obligated
   mandatorily redeemable capital
   securities of subsidiary trust..                    831        831
  Interest on other long-term debt.                  8,436      8,346
     Total interest on long-term
      debt.........................                  9,267      9,177

     Total interest expense........                 44,848     41,504

Net Interest Income................                 34,232     35,439
  Provision for credit losses......                  2,407      2,505

Net interest income after provision
  for credit losses................                 31,825     32,934

Other Income
  Securities gains.................                    205          0
  Trust income.....................                  1,294      1,362
  Service charges on deposit
   accounts........................                  2,581      2,514
  Other income.....................                  5,187      3,482
     Total other income............                  9,267      7,358

Other Expenses
  Salaries and employee benefits...                 13,669     13,911
  Net occupancy expense............                  1,777      1,714
  Furniture and equipment expense..                  2,126      1,860
  Pennsylvania shares tax expense..                    941        894
  Other operating expenses.........                  6,943      6,771
     Total other expenses..........                 25,456     25,150

Income before income taxes.........                 15,636     15,142
  Applicable income taxes..........                  3,613      3,691
Net income.........................                $12,023    $11,451

Average Shares Outstanding.........             57,721,959 57,505,462
Average Shares Outstanding
  Assuming Dilution................             57,802,012 57,606,948

Per Share Data:
  Basic earnings per share.........                  $0.21      $0.20
  Diluted earnings per share.......                  $0.21      $0.20
  Cash dividends per share.........                  $0.145     $0.140

(a) The accompanying notes are an integral part of these consolidated
financial statements.

4
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    FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)
                     (Dollars in thousands)

<TABLE>
<CAPTION>
                                                               Accumulated
                                          Additional              Other                Unearned     Total
                                  Common   Paid-in   Retained Comprehensive Treasury     ESOP    Shareholders'
                                  Stock    Capital   Earnings    Income      Stock      Shares      Equity

<S>                               <C>      <C>       <C>        <C>         <C>         <C>         <C>
Balance at December 31, 1999......$62,525  $ 68,330  $257,773   $(40,304)   $(55,448)   $(6,193)    $286,683

 Comprehensive income
  Net income......................    -0-       -0-    11,451        -0-         -0-        -0-      11,451
  Other comprehensive income, net
   of tax:
   Unrealized holding gains on
   securities arising during the
   period.........................    -0-       -0-       -0-     (5,168)        -0-        -0-      (5,168)
     Less: reclassification adjust-
     ment for gains on securities
     included in net income.......    -0-       -0-       -0-         -0-        -0-        -0-          -0-

    Total other comprehensive
     income.......................    -0-       -0-       -0-     (5,168)        -0-        -0-      (5,168)

  Total comprehensive income......    -0-       -0-    11,451     (5,168)        -0-        -0-       6,283

  Cash dividends declared.........    -0-       -0-    (8,133)       -0-         -0-        -0-      (8,133)

  Decrease in unearned ESOP shares    -0-       -0-       -0-        -0-         -0-        143         143

  Discount on dividend reinvestment
    plan purchases................    -0-      (147)      -0-        -0-         -0-        -0-        (147)

  Treasury stock acquired.........    -0-       -0-       -0-        -0-        (873)       -0-        (873)

  Treasury stock reissued.........    -0-       (88)      -0-        -0-         387        -0-         299

  Tax benefit of stock options....    -0-        75       -0-        -0-         -0-        -0-          75

Balance at March 31, 2000.........$62,525  $ 68,170  $261,091   $(45,472)   $(55,934)   $(6,050)    $284,330


Balance at December 31, 2000......$62,525  $ 67,223  $272,169   $ (7,808)   $(54,666)   $(5,287)    $334,156

 Comprehensive income
  Net income......................    -0-       -0-    12,023        -0-         -0-        -0-       12,023
  Other comprehensive income, net
   of tax:
     Unrealized holding gains on
     securities arising during the
     period.......................    -0-       -0-       -0-     11,189         -0-        -0-       11,189
     Less: reclassification adjust-
     ment for gains on securities
     included in net income.......    -0-       -0-       -0-       (109)        -0-        -0-         (109)

    Total other comprehensive
     income.......................    -0-       -0-       -0-     11,080         -0-        -0-       11,080

  Total comprehensive income......    -0-       -0-    12,023     11,080         -0-        -0-       23,103

  Cash dividends declared.........    -0-       -0-    (8,443)       -0-         -0-        -0-       (8,443)

  Decrease in unearned ESOP shares    -0-       -0-       -0-        -0-         -0-        357          357

  Discount on dividend reinvestment
    plan purchases................    -0-      (153)      -0-        -0-         -0-        -0-         (153)

  Treasury stock reissued.........    -0-       (91)      -0-        -0-         337        -0-          246

Balance at March 31, 2001.........$62,525  $ 66,979  $275,749   $  3,272    $(54,329)   $(4,930)    $349,266
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

5
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    FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                     (Dollars in thousands)

                                                         For the 3 Months
                                                          Ended March 31,
                                                         2001         2000

Operating Activities
  Net income.......................................    $12,023      $11,451
  Adjustments to reconcile net income to net cash
    provided by operating activities:
     Provision for credit losses...................      2,407        2,505
     Depreciation and amortization.................      1,824        1,773
     Net gains on sales of assets..................     (1,182)        (389)
     Income from increase in cash surrender value
      of bank owned life insurance.................       (949)        (536)
     Decrease in interest receivable...............      1,040          609
     Decrease in interest payable..................    (14,818)        (720)
     Increase in income taxes payable..............      3,577        3,878
     Change in deferred taxes......................         22         (162)
     Other-net.....................................     (4,399)      (3,100)

       Net cash provided (used) by operating
         activities................................       (455)      15,309

Investing Activities
  Transactions with securities held to maturity:
     Proceeds from sales...........................        -0-          -0-
     Proceeds from maturities and redemptions......     73,608       21,877
  Transactions with securities available for sale:
     Proceeds from sales...........................     25,520          -0-
     Proceeds from maturities and redemptions......     97,663       19,416
     Purchases.....................................   (264,767)     (26,954)
  Proceeds from sales of loans and other assets....     24,791        4,767
  Investment in bank owned life insurance..........    (15,000)         -0-
  Net decrease (increase) in time deposits with
     banks.........................................     (1,032)         469
  Net increase in loans............................    (38,350)     (22,401)
  Purchases of premises and equipment..............     (1,584)      (2,513)
       Net cash provided (used) by investing
       activities..................................    (99,151)      (5,339)

Financing Activities
  Repayments of other long-term debt...............       (130)     (25,117)
  Proceeds from issuance of other long-term debt...      2,000       28,000
  Discount on dividend reinvestment plan purchases.       (153)        (147)
  Dividends paid...................................     (8,440)      (8,141)
  Net increase (decrease) in Federal funds purchased    (6,150)     125,050
  Net increase (decrease) in other short-term
    borrowings.....................................     20,893     (105,078)
  Sale of branch and deposits, net of cash received     (9,591)         -0-
  Net increase (decrease) in deposits..............     97,333      (42,051)
  Stock option tax benefit.........................        -0-           75
  Purchase of treasury stock.......................        -0-         (873)
  Proceeds from sale of treasury stock.............        246          298

       Net cash provided (used) by financing
        activities.................................     96,008      (27,984)

       Net increase (decrease) in cash and cash
        equivalents................................     (3,598)     (18,014)

Cash and cash equivalents at January 1.............    101,848      101,373

Cash and cash equivalents at March 31..............    $98,250     $ 83,359

The accompanying notes are an integral part of these consolidated financial
statements.

6
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 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 March 31, 2001 and the results of
operations for the three month periods ended March 31, 2001 and
2000, and statements of cash flows and changes in shareholders'
equity for the three month periods ended March 31, 2001 and 2000.
The results of the three months ended March 31, 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 three
months of the year for:

  Interest                              $44,847     $42,224
  Income Taxes                          $   -0-     $   -0-

Noncash investing and financing
activities:

  ESOP loan reductions                  $   357     $   143
  Loans transferred to other real
    estate owned and repossessed
    assets                              $ 1,020     $ 2,349
  Gross increase (decrease) in
    market value adjustment to
    securities available for sale       $17,046     $(7,951)

7
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 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>
                                                    March 31, 2001                  March 31, 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                 $17,214    $(6,025)     $11,189   $(7,951)    $2,783   $(5,168)
 Less:  reclassification adjustment for
  gains realized in net income                 (168)        59         (109)      -0-        -0-       -0-
 Net unrealized gains (losses)               17,046     (5,966)      11,080    (7,951)     2,783    (5,168)
Other comprehensive income                  $17,046    $(5,966)     $11,080   $(7,951)    $2,783   $(5,168)
</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 and 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").  Due to the short-term nature of these loan

8
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 2001
                           (Unaudited)

NOTE 4   New Accounting Pronouncements (Continued)

commitments (30 days or less) and the historical dollar amount of
commitment 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
Extinquishments of Liabilities" which replaces FASB statement No.
125, issued in June 1996.  FAS No. 140 revises the standards for
accounting for securitization 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.

9
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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 Three Months of 2001 as Compared to the First Three 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 in the first quarter of 2001 was $12.0 million
reflecting an increase of $572 thousand over 2000 results of
$11.5 million.  The increase in net income for the 2001 period
was primarily the result of gains on the sale of loans,
securities and a branch which were earned during the 2001 period.
Basic earnings per share and diluted earnings per share were
$0.21 for the three months of 2001 compared to basic earnings per
share and diluted earnings per share of $0.20 for the three
months of 2000.  Basic earnings per share excluding gains on sale
of assets was $0.19 for both the 2001 and 2000 periods.  Return
on average assets was 1.11% and return on average equity was
14.14% during the 2001 period, compared to 1.07% and 15.96%,
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
$34.2 million for the three months of 2001 compared to $35.4
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 3.55% for the three months of 2001
compared to 3.71% for the three months of 2000.  The reduction in
net interest margin for the 2001 period compared to 2000 resulted
primarily from deposit rate increases which were greater than
loan yield increases compared to the 2000 period.  The yield on
loans increased by 27 basis points (0.27%) for the first quarter
of 2001 compared to the first quarter of 2000, while deposit
costs increased by 57 basis points (0.57%) over the same time
period.

10
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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 Three Months of 2001 as Compared to the First Three Months
of 2000 (Continued)

The following table shows the effect of changes in volumes and
rates on interest income and interest expense.

Analysis of Changes in Net Interest Income
   (dollar amounts in thousands)
                                       2001 Change from 2000
                                   Total   Change Due Change Due
                                  Change   To Volume   To Rate

Interest-earning assets:
   Time deposits with banks      $     2    $    5     $   (3)
   Securities                        790     1,693       (903)
   Federal funds sold                233       213         20
   Loans                           1,112       (47)     1,159
      Total interest income        2,137     1,864        273
Interest-bearing liabilities:
   Deposits                        5,892     2,274      3,618
   Short-term borrowings          (2,638)   (2,589)       (49)
   Long-term debt                     90       231       (141)
      Total interest expense       3,344       (84)     3,428
         Net interest income     $(1,207)   $1,948    $(3,155)

Interest and fees on loans increased $1.1 million for 2001 over
2000 levels, primarily as a result of rate increases in all loan
categories.  The total yield on loans for the first three months
of 2001 was 8.61%, representing an increase of 27 basis points
(0.27%) compared to loan yields for the first quarter of 2000.
Average loans for the three months of 2001 decreased $4.5 million
compared to averages for the three months of 2000 as decreases in
average consumer loans were partially offset by increases in
commercial loans and municipal loans.

Interest income on investments increased $790 thousand for the
first quarter 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 $85.7 million and
$26.2 million, respectively for the first quarter 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 three months
of 2001 were 6.70% compared to investment yields of 6.88% for the
first three months of 2000.

11
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<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 Three Months of 2001 as Compared to the First Three Months
of 2000 (Continued)

Interest on deposits increased $5.9 million for the 2001 period
compared to 2000, as interest on time deposits increased $5.8
million for the three months of 2001 compared to 2000.  Average
time deposits increased $223.0 million for the three months of
2001 compared to 2000 averages resulting in an increase in
interest expense due to volume of $2.5 million.  The cost of time
deposits for the three months of 2001 increased by 72 basis
points (0.72%) compared to 2000 costs of 5.22% resulting in an
increase in interest expense due to rate of $3.3 million.

Interest expense on short-term borrowings decreased $2.6 million
for the three months of 2001 compared to the three months of 2000
as the average balance of short-term borrowings decreased by
$174.8 million over 2000 averages.  The cost of short-term
borrowings for the 2001 period also decreased by 23 basis points
(0.23%) compared to 2000 costs of 5.57%.

Interest expense on long-term debt increased $90 thousand for the
three months of 2001 compared to 2000 period.  Average long-term
debt for the first quarter of 2001 increased by $16.1 million
compared to 2000 averages as short-term borrowings from the
Federal Home Loan Bank were termed out, to take advantage of
declining interest rates.

The provision for credit losses was $2.4 million for the three
months of 2001 compared to $2.5 million during the three months
of 2000.  Net charge-offs against the allowance for credit losses
were $1.7 million in the 2001 period compared to $2.2 million in
the 2000 period, reflecting a decrease of $572 thousand.  The
2001 decrease in net charge-offs included decreases in net
charge-offs for commercial loans not secured by real estate of
$548 thousand and decreases in net charge-offs for loans to
individuals of $400 thousand compared to 2000 net charge-offs.
The aforementioned decreases in net charge-offs during the first
quarter of 2001 were partially offset by increases in net charge-
offs for loans secured by residential real estate of $117
thousand and loans secured by commercial real estate of $238
thousand compared to 2000 net charge-offs.  The provision for
credit losses as a percent of net charge-offs was 144.22% at
March 31, 2001 compared to 111.78% at March 31, 2000.  See the
"Credit Review" section for an analysis of the quality of the
loan portfolio.

12
<PAGE>
<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 Three Months of 2001 as Compared to the First Three Months
of 2000 (Continued)

Below is an analysis of the consolidated allowance for credit
losses for the three month periods ended March 31, 2001 and 2000.

                                    2001              2000

                                    (Amounts in thousands)

Balance January 1,                 $33,601          $33,539
Loans charged off:
  Commercial, financial and
   agricultural                        217              839
  Real estate-construction             -0-              -0-
  Real estate-commercial               238              -0-
  Real estate-residential              322              191
  Loans to individuals               1,057            1,464
  Lease financing receivables          115               97

      Total loans charged off        1,949            2,591

Recoveries of previously
 charged off loans:
  Commercial, financial and
   agricultural                         66              132
  Real estate-construction             -0-              -0-
  Real estate-commercial               -0-              -0-
  Real estate-residential               21                7
  Loans to individuals                 188              195
  Lease financing receivables            5               16

      Total recoveries                 280              350

      Net charge offs                1,669            2,241

Provision charged to operations      2,407            2,505

Balance March 31,                  $34,339          $33,803


Net securities gains of $205 thousand during the first quarter of
2001 resulted primarily from sales and calls of fixed rate U.S.
government agency securities classified as securities "available
for sale" with a book value of $39.9 million.  There were no
securities transactions during the 2000 period that resulted in
gains or losses.

13 
<PAGE>
<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 Three Months of 2001 as Compared to the First Three Months
of 2000 (Continued)

Service charges on deposits for the first quarter of 2001
increased $67 thousand compared to the first quarter of 2000 as a
result of increases in NSF and account analysis fees.  Gains on
the sale of loans were $336 thousand for the three months of 2001
compared to gains on sale of loans of $3 thousand for the three
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 rates.

Other income for the first quarter of 2001 was $4.9 million
representing an increase of $1.4 million compared to the first
quarter of 2000.  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.  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 office furniture and equipment.
Other income for the three months of 2001 also reflected
increases in income from bank owned life insurance, ATM and debit
card fees, merchant discount and utility processing fees of $413
thousand, $278 thousand, $74 thousand and $132 thousand,
respectively over 2000 revenues.

Noninterest expense was $25.5 million for the three months of
2001 reflecting an increase of $306 thousand over the 2000 level
of $25.2 million.  Total noninterest expense as a percent of
average assets was 2.34% for both 2001 and 2000 periods.
Employee costs were $13.7 million in 2001, representing 1.26% of
average assets on an annualized basis compared to $13.9 million
or 1.30% of average assets on an annualized basis for 2000.
Salary costs for the 2001 period remained stable compared to 2000
at $10.7 million.  Employee benefit costs for the first three
months of 2001 reflected decreases of $259 thousand over the
first three months of 2000 and included decreases in health
insurance costs of $36 thousand, decreases in 401(k) plan
expenses of $97 thousand and decreases in expenses of the
Corporation's employee stock ownership plan of $105 thousand
compared to the first three months of 2000.

Furniture and equipment expenses of $2.2 million for the first
three months of 2001 reflected increases of $266 thousand over
2000 levels and included increases in computer software
depreciation and software maintenance.  Other operating expenses
for the 2001 period were $6.2 million reflecting an increase of
$172 thousand over the 2000 amount of $6.0 million.  The first
three months of 2001 included increases in collection and
repossession expenses and legal fees of $110 thousand and $87

14  
<PAGE>
<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 Three Months of 2001 as Compared to the First Three Months
of 2000 (Continued)

thousand, respectively compared to 2000 levels.  Postage costs
during 2001 include rate increases and may be further impacted
throughout the year by increased direct mail communications to
customers for required privacy mailings.  Other operating
expenses for the first quarter of 2001 reflected decreases in
advertising and promotions of $79 thousand and $87 thousand,
respectively compared to the first quarter of 2000.

Income tax expense was $3.6 million for the three months of 2001
compared to $3.7 million for the same period of 2000.  The
Corporation's effective tax rate was 23.1% for the 2001 period
compared to 24.4% 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.

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.

15
<PAGE>
<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)

Net loans increased $11.1 million in the first three months of
2001 as increases in commercial loans and increases in loans to
individuals were partially offset by decreases in residential
real estate loans.  The decrease in residential real estate loans
during 2001 was partially the result of the previously discussed
residential mortgage sale.  Total deposits increased $87.0
million for the first three months of 2001 and included increases
in time deposits of $81.1 million and increases in total savings
deposits of $6.2 million.  Customers continue to reinvest savings
deposits in higher yielding investments both within and outside
the commercial banking industry.  Savings deposit increases
during 2001 occurred primarily in money market deposit accounts.

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
March 31, 2001 securities available for sale had an amortized
cost of $1,392.0 million and an approximate fair value of
$1,397.0 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 exceeds 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.

16
<PAGE>
<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 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.

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 March 31, 2001 and December 31, 2000
(Dollar amounts in thousands):

                                           March 31, 2001
                             0-90       91-180    181-365   Cumulative
                             Days        Days       Days    0-365 Days

Loans....................$  623,362   $ 133,185   $240,662  $   997,209
Investments..............   123,748      73,828    103,146      300,722
Other interest-earning
 assets..................    19,759         -0-        -0-       19,759

  Total interest-sensitive
   assets................   766,869     207,013    343,808    1,317,690

Certificates of deposits.   380,458     320,082    422,857    1,123,397
Other deposits........... 1,015,837         -0-        -0-    1,015,837
Borrowings...............   290,662         500      2,957      294,119
  Total interest-sensitive
   liabilities........... 1,686,957     320,582    425,814    2,433,353
  GAP....................$ (920,088)  $(113,569)  $(82,006) $(1,115,663)

ISA/ISL..................       0.45       0.65       0.81         0.54
Gap/Total assets.........     20.54%      2.54%      1.83%       24.91%

                                       December 31, 2000
                             0-90       91-180    181-365   Cumulative
                             Days        Days       Days    0-365 Days

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...........  1,018,205        -0-        -0-    1,018,205
Borrowings...............    274,673        884        457      276,014
  Total interest-sensitive
   liabilities...........  1,567,841    265,689    471,285    2,304,815
  GAP....................$  (804,533)  $(88,036) $(121,257) $(1,013,826)

ISA/ISL..................      0.49        0.67       0.74         0.56
Gap/Total assets.........    18.40%       2.01%      2.77%       23.19%

17
<PAGE>
<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 March 31, 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.

18
<PAGE>
<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.
                                                   At March 31,
                                               2001           2000
                                             (amounts in thousands)

Nonperforming Loans:

Loans on nonaccrual basis                   $    9,447     $   11,643
Past due loans                                  21,751         14,468
Renegotiated loans                               2,250          1,482
     Total Nonperforming Loans              $   33,448     $   27,593

Other real estate owned                     $    1,475     $    1,840

Loans outstanding at end of period          $2,502,629     $2,515,717

Average loans outstanding (year-to-date)    $2,503,187     $2,507,679

Nonperforming loans as percent of
  total loans                                    1.34%          1.10%

Provision for credit losses                 $    2,407     $    2,505

Net charge-offs                             $    1,669     $    2,241

Net charge-offs as percent of
  average loans outstanding                       0.07%         0.09%

Provision for credit losses as percent
  of net charge-offs                            144.22%       111.78%

Allowance for credit losses as percent
  of average loans outstanding                    1.37%         1.35%

Allowance for credit losses as percent
  of end-of-period loans outstanding              1.37%         1.34%

Allowance for credit losses as percent
  of nonperforming loans                        102.66%       122.51%

19  
<PAGE>
<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 March 31, 2001 and March 31, 2000:

                                                          2001     2000
                                                      (amounts in thousands)
Recorded investment in impaired loans at end
of period                                               $11,697   $13,125

Year to date average balance of impaired loans          $12,171   $12,932

Allowance for credit losses related to impaired
loans                                                   $ 2,373   $ 2,928

Impaired loans with an allocation of the allowance
for credit losses                                       $ 3,730   $ 5,568

Impaired loans with no allocation of the allowance
for credit losses                                       $ 7,967   $ 7,557

Year to date income recorded on impaired loans on
a cash basis                                            $   194   $   199

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 March 31, 2001, there
were no significant concentrations of credit.

Nonperforming loans at March 31, 2001 increased $5.9 million
compared to 2000 levels and included increases in past due loans
of $7.3 million and increases in renegotiated loans of $768
thousand which were partially offset by decreases in nonaccrual
loans of $2.2 million.  Past due loans reflected increases in
past due loans secured by residential real estate of $2.8 million
and past due commercial loans of $5.5 million compared to 2000
levels.  Past due loans at March 31, 2001 reflected a decrease of
past due loans and leases to individuals of $724 thousand.  The
increase in renegotiated loans at March 31, 2001 compared to

20
<PAGE>
<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 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 $1.6 million and nonaccrual loans
secured by residential real estate of $565 thousand compared to
the same period of 2000.  Nonperforming loans as a percent of
total loans was 1.34% at March 31, 2001 compared to 1.41% at
December 31, 2000 and 1.10% at March 31, 2000.

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.  Management believes
that the allowance for credit losses and nonperforming loans
remain safely within acceptable levels.

CAPITAL RESOURCES

Equity capital increased $15.1 million in the first three months
of 2001.  Dividends declared reduced equity by $8.4 million
during the 2001 period, while earnings retention was $3.6
million, representing an earnings retention rate of 29.78%.  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 $357 thousand.  Amounts paid to
fund the discount on reinvested dividends reduced equity by $153
thousand.  The market value adjustment to securities available
for sale increased equity by $11.1 million.  Proceeds from the
reissuance of treasury shares to fund stock options exercised
increased equity by $246 thousand during 2001.

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.

21
<PAGE>
<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)

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
March 31, 2001:
                                                        Percent
                                      Amount          of Adjusted
                                  (in thousands)        Assets

Tier I Capital                       $373,054            13.0%
Risk-Based Requirement                114,774             4.0

Total Capital                         407,394            14.2
Risk-Based Requirement                229,548             8.0

Minimum Leverage Capital              373,054             8.5
Minimum Leverage Requirement          132,031             3.0

At March 31, 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.

22
<PAGE>
<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.

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

             Not applicable

ITEM 5.  OTHER INFORMATION

             Not applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

             (a)  Exhibits

                  Exhibit 3.0 Amendment of the Corporation's
                  By-Laws

             (b)  Reports on Form 8-K

                  None

23
<PAGE>
<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:  MAY 14, 2001         /S/ Joseph E. O'Dell
                             Joseph E. O'Dell, President and
                             Chief Executive Officer


DATED:  MAY 14, 2001         /S/ John J. Dolan
                             John J. Dolan, Executive Vice
                             President and Chief Financial
                             Officer

1337:
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FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C  20549

( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

               For the quarterly period ended March 31, 2001

                                    OR

(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

               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 May 11, 2001 was 58,249,036.
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 . . . . . . . . . . . . . . . . . . . . . . . . 22

                        PART II - OTHER INFORMATION

Other Information . . . . . . . . .  . . . . . . . . . . . . . 23

Signatures . . . . . . . . . . . . . . . . . . . . Signature Page
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
             CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                     (Dollars in thousands)

                                             March 31,        December 31,
                                                 2001             2000

ASSETS
     Cash and due from banks on demand....    $   79,950       $   90,723
     Interest-bearing deposits with banks.         1,459              427
     Federal funds sold ..................        18,300           11,125
     Securities available for sale, at
      market..............................     1,397,022        1,238,230

     Securities held to maturity, at cost,
       (Market value $329,163 in 2001 and
       $398,662 in 2000)..................       324,543          398,107

     Loans................................     2,504,432        2,492,874
       Unearned income....................        (1,803)          (2,047)
       Allowance for credit losses........       (34,339)         (33,601)
          Net loans.......................     2,468,290        2,457,226

     Property and equipment...............        44,804           44,671
     Other real estate owned..............         1,475            1,661
     Other assets.........................       143,544          130,142

          TOTAL ASSETS....................    $4,479,387       $4,372,312

LIABILITIES

     Deposits (all domestic)
       Noninterest-bearing................    $  243,634       $  244,010
       Interest-bearing...................     2,907,465        2,820,136
          Total deposits..................     3,151,099        3,064,146

     Short-term borrowings................       286,914          272,171
     Other liabilities....................        33,739           44,984

     Company obligated mandatorily
      redeemable capital securities of
      subsidiary trust....................        35,000           35,000
     Other long-term debt.................       623,369          621,855

          Total long-term debt............       658,369          656,855

          Total liabilities...............     4,130,121        4,038,156

SHAREHOLDERS' EQUITY
     Preferred stock, $1 par value per
       share, 3,000,000 shares authorized,
       none issued........................           -0-              -0-
     Common stock $1 par value per share,
       100,000,000 shares authorized;
       62,525,412 shares issued; 58,222,096
       and 58,195,450 shares outstanding at
       March 31, 2001 and December 31, 2000,
       respectively.......................        62,525           62,525
     Additional paid-in capital...........        66,979           67,223
     Retained earnings....................       275,749          272,169
     Accumulated other comprehensive income        3,272          (7,808)
     Treasury stock (4,303,316 shares at
       March 31, 2001 and 4,329,962 at
       December 31, 2000, at cost)........       (54,329)         (54,666)
     Unearned ESOP shares.................        (4,930)          (5,287)

       Total shareholders' equity.........       349,266          334,156

          TOTAL LIABILITIES AND
            SHAREHOLDERS' EQUITY..........    $4,479,387       $4,372,312

The accompanying notes are an integral part of these consolidated financial
statements.

3
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
          (Dollars in thousands except per share data)

                                                      For the Quarter
                                                      Ended March 31,
                                                      2001      2000

Interest Income
  Interest and fees on loans.......                $52,222    $51,110
  Interest and dividends on investments:
    Taxable interest...............                 23,331     22,392
    Interest exempt from Federal
     income taxes..................                  2,371      2,444
    Dividends......................                    854        930
  Interest on Federal funds sold...                    282         49
  Interest on bank deposits........                     20         18
     Total interest income.........                 79,080     76,943

Interest Expense
  Interest on deposits.............                 32,057     26,165
  Interest on short-term borrowings                  3,524      6,162
  Interest on company obligated
   mandatorily redeemable capital
   securities of subsidiary trust..                    831        831
  Interest on other long-term debt.                  8,436      8,346
     Total interest on long-term
      debt.........................                  9,267      9,177

     Total interest expense........                 44,848     41,504

Net Interest Income................                 34,232     35,439
  Provision for credit losses......                  2,407      2,505

Net interest income after provision
  for credit losses................                 31,825     32,934

Other Income
  Securities gains.................                    205          0
  Trust income.....................                  1,294      1,362
  Service charges on deposit
   accounts........................                  2,581      2,514
  Other income.....................                  5,187      3,482
     Total other income............                  9,267      7,358

Other Expenses
  Salaries and employee benefits...                 13,669     13,911
  Net occupancy expense............                  1,777      1,714
  Furniture and equipment expense..                  2,126      1,860
  Pennsylvania shares tax expense..                    941        894
  Other operating expenses.........                  6,943      6,771
     Total other expenses..........                 25,456     25,150

Income before income taxes.........                 15,636     15,142
  Applicable income taxes..........                  3,613      3,691
Net income.........................                $12,023    $11,451

Average Shares Outstanding.........             57,721,959 57,505,462
Average Shares Outstanding
  Assuming Dilution................             57,802,012 57,606,948

Per Share Data:
  Basic earnings per share.........                  $0.21      $0.20
  Diluted earnings per share.......                  $0.21      $0.20
  Cash dividends per share.........                  $0.145     $0.140

(a) The accompanying notes are an integral part of these consolidated
financial statements.

4
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)
                     (Dollars in thousands)
Accumulated
                                          Additional              Other                Unearned     Total
                                  Common   Paid-in   Retained Comprehensive Treasury     ESOP    Shareholders'
                                  Stock    Capital   Earnings    Income      Stock      Shares      Equity
Balance at December 31, 1999......$62,525  $ 68,330  $257,773   $(40,304)   $(55,448)   $(6,193)    $286,683

 Comprehensive income
  Net income......................    -0-       -0-    11,451        -0-         -0-        -0-      11,451
  Other comprehensive income, net
   of tax:
   Unrealized holding gains on
   securities arising during the
   period.........................    -0-       -0-       -0-     (5,168)        -0-        -0-      (5,168)
     Less: reclassification adjust-
     ment for gains on securities
     included in net income.......    -0-       -0-       -0-         -0-        -0-        -0-          -0-

    Total other comprehensive
     income.......................    -0-       -0-       -0-     (5,168)        -0-        -0-      (5,168)

  Total comprehensive income......    -0-       -0-    11,451     (5,168)        -0-        -0-       6,283

  Cash dividends declared.........    -0-       -0-    (8,133)       -0-         -0-        -0-      (8,133)

  Decrease in unearned ESOP shares    -0-       -0-       -0-        -0-         -0-        143         143

  Discount on dividend reinvestment
    plan purchases................    -0-      (147)      -0-        -0-         -0-        -0-        (147)

  Treasury stock acquired.........    -0-       -0-       -0-        -0-        (873)       -0-        (873)

  Treasury stock reissued.........    -0-       (88)      -0-        -0-         387        -0-         299

  Tax benefit of stock options....    -0-        75       -0-        -0-         -0-        -0-          75

Balance at March 31, 2000.........$62,525  $ 68,170  $261,091   $(45,472)   $(55,934)   $(6,050)    $284,330

Balance at December 31, 2000......$62,525  $ 67,223  $272,169   $ (7,808)   $(54,666)   $(5,287)    $334,156

 Comprehensive income
  Net income......................    -0-       -0-    12,023        -0-         -0-        -0-       12,023
  Other comprehensive income, net
   of tax:
     Unrealized holding gains on
     securities arising during the
     period.......................    -0-       -0-       -0-     11,189         -0-        -0-       11,189
     Less: reclassification adjust-
     ment for gains on securities
     included in net income.......    -0-       -0-       -0-       (109)        -0-        -0-         (109)

    Total other comprehensive
     income.......................    -0-       -0-       -0-     11,080         -0-        -0-       11,080

  Total comprehensive income......    -0-       -0-    12,023     11,080         -0-        -0-       23,103

  Cash dividends declared.........    -0-       -0-    (8,443)       -0-         -0-        -0-       (8,443)

  Decrease in unearned ESOP shares    -0-       -0-       -0-        -0-         -0-        357          357

  Discount on dividend reinvestment
    plan purchases................    -0-      (153)      -0-        -0-         -0-        -0-         (153)

  Treasury stock reissued.........    -0-       (91)      -0-        -0-         337        -0-          246

Balance at March 31, 2001.........$62,525  $ 66,979  $275,749   $  3,272    $(54,329)   $(4,930)    $349,266
The accompanying notes are an integral part of these consolidated financial
statements.

5
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                     (Dollars in thousands)

                                                         For the 3 Months
                                                          Ended March 31,
                                                         2001         2000

Operating Activities
  Net income.......................................    $12,023      $11,451
  Adjustments to reconcile net income to net cash
    provided by operating activities:
     Provision for credit losses...................      2,407        2,505
     Depreciation and amortization.................      1,824        1,773
     Net gains on sales of assets..................     (1,182)        (389)
     Income from increase in cash surrender value
      of bank owned life insurance.................       (949)        (536)
     Decrease in interest receivable...............      1,040          609
     Decrease in interest payable..................    (14,818)        (720)
     Increase in income taxes payable..............      3,577        3,878
     Change in deferred taxes......................         22         (162)
     Other-net.....................................     (4,399)      (3,100)

       Net cash provided (used) by operating
         activities................................       (455)      15,309

Investing Activities
  Transactions with securities held to maturity:
     Proceeds from sales...........................        -0-          -0-
     Proceeds from maturities and redemptions......     73,608       21,877
  Transactions with securities available for sale:
     Proceeds from sales...........................     25,520          -0-
     Proceeds from maturities and redemptions......     97,663       19,416
     Purchases.....................................   (264,767)     (26,954)
  Proceeds from sales of loans and other assets....     24,791        4,767
  Investment in bank owned life insurance..........    (15,000)         -0-
  Net decrease (increase) in time deposits with
     banks.........................................     (1,032)         469
  Net increase in loans............................    (38,350)     (22,401)
  Purchases of premises and equipment..............     (1,584)      (2,513)
       Net cash provided (used) by investing
       activities..................................    (99,151)      (5,339)

Financing Activities
  Repayments of other long-term debt...............       (130)     (25,117)
  Proceeds from issuance of other long-term debt...      2,000       28,000
  Discount on dividend reinvestment plan purchases.       (153)        (147)
  Dividends paid...................................     (8,440)      (8,141)
  Net increase (decrease) in Federal funds purchased    (6,150)     125,050
  Net increase (decrease) in other short-term
    borrowings.....................................     20,893     (105,078)
  Sale of branch and deposits, net of cash received     (9,591)         -0-
  Net increase (decrease) in deposits..............     97,333      (42,051)
  Stock option tax benefit.........................        -0-           75
  Purchase of treasury stock.......................        -0-         (873)
  Proceeds from sale of treasury stock.............        246          298

       Net cash provided (used) by financing
        activities.................................     96,008      (27,984)

       Net increase (decrease) in cash and cash
        equivalents................................     (3,598)     (18,014)

Cash and cash equivalents at January 1.............    101,848      101,373

Cash and cash equivalents at March 31..............    $98,250     $ 83,359

The accompanying notes are an integral part of these consolidated financial
statements.

6
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 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 March 31, 2001 and the results of
operations for the three month periods ended March 31, 2001 and
2000, and statements of cash flows and changes in shareholders'
equity for the three month periods ended March 31, 2001 and 2000.
The results of the three months ended March 31, 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 three
months of the year for:

  Interest                              $44,847     $42,224
  Income Taxes                          $   -0-     $   -0-

Noncash investing and financing
activities:

  ESOP loan reductions                  $   357     $   143
  Loans transferred to other real
    estate owned and repossessed
    assets                              $ 1,020     $ 2,349
  Gross increase (decrease) in
    market value adjustment to
    securities available for sale       $17,046     $(7,951)

7
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 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)
March 31, 2001                  March 31, 2000

                                                          Tax       Net of                Tax       Net of
                                             Pre-tax   (Expense)     Tax      Pre-tax   (Expense)     Tax
                                             Amount     Benefit     Amount    Amount     Benefit    Amount
Unrealized gains (losses) on securities:
 Unrealized holding gains (losses)
  arising during the period                 $17,214    $(6,025)     $11,189   $(7,951)    $2,783   $(5,168)
 Less:  reclassification adjustment for
  gains realized in net income                 (168)        59         (109)      -0-        -0-       -0-
 Net unrealized gains (losses)               17,046     (5,966)      11,080    (7,951)     2,783    (5,168)
Other comprehensive income                  $17,046    $(5,966)     $11,080   $(7,951)    $2,783   $(5,168)
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 and 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").  Due to the short-term nature of these loan

8
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 2001
                           (Unaudited)

NOTE 4   New Accounting Pronouncements (Continued)

commitments (30 days or less) and the historical dollar amount of
commitment 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
Extinquishments of Liabilities" which replaces FASB statement No.
125, issued in June 1996.  FAS No. 140 revises the standards for
accounting for securitization 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.

9
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 Three Months of 2001 as Compared to the First Three 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 in the first quarter of 2001 was $12.0 million
reflecting an increase of $572 thousand over 2000 results of
$11.5 million.  The increase in net income for the 2001 period
was primarily the result of gains on the sale of loans,
securities and a branch which were earned during the 2001 period.
Basic earnings per share and diluted earnings per share were
$0.21 for the three months of 2001 compared to basic earnings per
share and diluted earnings per share of $0.20 for the three
months of 2000.  Basic earnings per share excluding gains on sale
of assets was $0.19 for both the 2001 and 2000 periods.  Return
on average assets was 1.11% and return on average equity was
14.14% during the 2001 period, compared to 1.07% and 15.96%,
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
$34.2 million for the three months of 2001 compared to $35.4
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 3.55% for the three months of 2001
compared to 3.71% for the three months of 2000.  The reduction in
net interest margin for the 2001 period compared to 2000 resulted
primarily from deposit rate increases which were greater than
loan yield increases compared to the 2000 period.  The yield on
loans increased by 27 basis points (0.27%) for the first quarter
of 2001 compared to the first quarter of 2000, while deposit
costs increased by 57 basis points (0.57%) over the same time
period.

10
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 Three Months of 2001 as Compared to the First Three Months
of 2000 (Continued)

The following table shows the effect of changes in volumes and
rates on interest income and interest expense.

Analysis of Changes in Net Interest Income
   (dollar amounts in thousands)
                                       2001 Change from 2000
                                   Total   Change Due Change Due
                                  Change   To Volume   To Rate

Interest-earning assets:
   Time deposits with banks      $     2    $    5     $   (3)
   Securities                        790     1,693       (903)
   Federal funds sold                233       213         20
   Loans                           1,112       (47)     1,159
      Total interest income        2,137     1,864        273
Interest-bearing liabilities:
   Deposits                        5,892     2,274      3,618
   Short-term borrowings          (2,638)   (2,589)       (49)
   Long-term debt                     90       231       (141)
      Total interest expense       3,344       (84)     3,428
         Net interest income     $(1,207)   $1,948    $(3,155)

Interest and fees on loans increased $1.1 million for 2001 over
2000 levels, primarily as a result of rate increases in all loan
categories.  The total yield on loans for the first three months
of 2001 was 8.61%, representing an increase of 27 basis points
(0.27%) compared to loan yields for the first quarter of 2000.
Average loans for the three months of 2001 decreased $4.5 million
compared to averages for the three months of 2000 as decreases in
average consumer loans were partially offset by increases in
commercial loans and municipal loans.

Interest income on investments increased $790 thousand for the
first quarter 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 $85.7 million and
$26.2 million, respectively for the first quarter 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 three months
of 2001 were 6.70% compared to investment yields of 6.88% for the
first three months of 2000.

11
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 Three Months of 2001 as Compared to the First Three Months
of 2000 (Continued)

Interest on deposits increased $5.9 million for the 2001 period
compared to 2000, as interest on time deposits increased $5.8
million for the three months of 2001 compared to 2000.  Average
time deposits increased $223.0 million for the three months of
2001 compared to 2000 averages resulting in an increase in
interest expense due to volume of $2.5 million.  The cost of time
deposits for the three months of 2001 increased by 72 basis
points (0.72%) compared to 2000 costs of 5.22% resulting in an
increase in interest expense due to rate of $3.3 million.

Interest expense on short-term borrowings decreased $2.6 million
for the three months of 2001 compared to the three months of 2000
as the average balance of short-term borrowings decreased by
$174.8 million over 2000 averages.  The cost of short-term
borrowings for the 2001 period also decreased by 23 basis points
(0.23%) compared to 2000 costs of 5.57%.

Interest expense on long-term debt increased $90 thousand for the
three months of 2001 compared to 2000 period.  Average long-term
debt for the first quarter of 2001 increased by $16.1 million
compared to 2000 averages as short-term borrowings from the
Federal Home Loan Bank were termed out, to take advantage of
declining interest rates.

The provision for credit losses was $2.4 million for the three
months of 2001 compared to $2.5 million during the three months
of 2000.  Net charge-offs against the allowance for credit losses
were $1.7 million in the 2001 period compared to $2.2 million in
the 2000 period, reflecting a decrease of $572 thousand.  The
2001 decrease in net charge-offs included decreases in net
charge-offs for commercial loans not secured by real estate of
$548 thousand and decreases in net charge-offs for loans to
individuals of $400 thousand compared to 2000 net charge-offs.
The aforementioned decreases in net charge-offs during the first
quarter of 2001 were partially offset by increases in net charge-
offs for loans secured by residential real estate of $117
thousand and loans secured by commercial real estate of $238
thousand compared to 2000 net charge-offs.  The provision for
credit losses as a percent of net charge-offs was 144.22% at
March 31, 2001 compared to 111.78% at March 31, 2000.  See the
"Credit Review" section for an analysis of the quality of the
loan portfolio.

12
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 Three Months of 2001 as Compared to the First Three Months
of 2000 (Continued)

Below is an analysis of the consolidated allowance for credit
losses for the three month periods ended March 31, 2001 and 2000.

                                    2001              2000

                                    (Amounts in thousands)

Balance January 1,                 $33,601          $33,539
Loans charged off:
  Commercial, financial and
   agricultural                        217              839
  Real estate-construction             -0-              -0-
  Real estate-commercial               238              -0-
  Real estate-residential              322              191
  Loans to individuals               1,057            1,464
  Lease financing receivables          115               97

      Total loans charged off        1,949            2,591

Recoveries of previously
 charged off loans:
  Commercial, financial and
   agricultural                         66              132
  Real estate-construction             -0-              -0-
  Real estate-commercial               -0-              -0-
  Real estate-residential               21                7
  Loans to individuals                 188              195
  Lease financing receivables            5               16

      Total recoveries                 280              350

      Net charge offs                1,669            2,241

Provision charged to operations      2,407            2,505

Balance March 31,                  $34,339          $33,803

Net securities gains of $205 thousand during the first quarter of
2001 resulted primarily from sales and calls of fixed rate U.S.
government agency securities classified as securities "available
for sale" with a book value of $39.9 million.  There were no
securities transactions during the 2000 period that resulted in
gains or losses.

13
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 Three Months of 2001 as Compared to the First Three Months
of 2000 (Continued)

Service charges on deposits for the first quarter of 2001
increased $67 thousand compared to the first quarter of 2000 as a
result of increases in NSF and account analysis fees.  Gains on
the sale of loans were $336 thousand for the three months of 2001
compared to gains on sale of loans of $3 thousand for the three
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 rates.

Other income for the first quarter of 2001 was $4.9 million
representing an increase of $1.4 million compared to the first
quarter of 2000.  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.  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 office furniture and equipment.
Other income for the three months of 2001 also reflected
increases in income from bank owned life insurance, ATM and debit
card fees, merchant discount and utility processing fees of $413
thousand, $278 thousand, $74 thousand and $132 thousand,
respectively over 2000 revenues.

Noninterest expense was $25.5 million for the three months of
2001 reflecting an increase of $306 thousand over the 2000 level
of $25.2 million.  Total noninterest expense as a percent of
average assets was 2.34% for both 2001 and 2000 periods.
Employee costs were $13.7 million in 2001, representing 1.26% of
average assets on an annualized basis compared to $13.9 million
or 1.30% of average assets on an annualized basis for 2000.
Salary costs for the 2001 period remained stable compared to 2000
at $10.7 million.  Employee benefit costs for the first three
months of 2001 reflected decreases of $259 thousand over the
first three months of 2000 and included decreases in health
insurance costs of $36 thousand, decreases in 401(k) plan
expenses of $97 thousand and decreases in expenses of the
Corporation's employee stock ownership plan of $105 thousand
compared to the first three months of 2000.

Furniture and equipment expenses of $2.2 million for the first
three months of 2001 reflected increases of $266 thousand over
2000 levels and included increases in computer software
depreciation and software maintenance.  Other operating expenses
for the 2001 period were $6.2 million reflecting an increase of
$172 thousand over the 2000 amount of $6.0 million.  The first
three months of 2001 included increases in collection and
repossession expenses and legal fees of $110 thousand and $87

14
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 Three Months of 2001 as Compared to the First Three Months
of 2000 (Continued)

thousand, respectively compared to 2000 levels.  Postage costs
during 2001 include rate increases and may be further impacted
throughout the year by increased direct mail communications to
customers for required privacy mailings.  Other operating
expenses for the first quarter of 2001 reflected decreases in
advertising and promotions of $79 thousand and $87 thousand,
respectively compared to the first quarter of 2000.

Income tax expense was $3.6 million for the three months of 2001
compared to $3.7 million for the same period of 2000.  The
Corporation's effective tax rate was 23.1% for the 2001 period
compared to 24.4% 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.

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.

15
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

LIQUIDITY (Continued)

Net loans increased $11.1 million in the first three months of
2001 as increases in commercial loans and increases in loans to
individuals were partially offset by decreases in residential
real estate loans.  The decrease in residential real estate loans
during 2001 was partially the result of the previously discussed
residential mortgage sale.  Total deposits increased $87.0
million for the first three months of 2001 and included increases
in time deposits of $81.1 million and increases in total savings
deposits of $6.2 million.  Customers continue to reinvest savings
deposits in higher yielding investments both within and outside
the commercial banking industry.  Savings deposit increases
during 2001 occurred primarily in money market deposit accounts.

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
March 31, 2001 securities available for sale had an amortized
cost of $1,392.0 million and an approximate fair value of
$1,397.0 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 exceeds 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.

16
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 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.

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 March 31, 2001 and December 31, 2000
(Dollar amounts in thousands):

                                           March 31, 2001
                             0-90       91-180    181-365   Cumulative
                             Days        Days       Days    0-365 Days

Loans....................$  623,362   $ 133,185   $240,662  $   997,209
Investments..............   123,748      73,828    103,146      300,722
Other interest-earning
 assets..................    19,759         -0-        -0-       19,759

  Total interest-sensitive
   assets................   766,869     207,013    343,808    1,317,690

Certificates of deposits.   380,458     320,082    422,857    1,123,397
Other deposits........... 1,015,837         -0-        -0-    1,015,837
Borrowings...............   290,662         500      2,957      294,119
  Total interest-sensitive
   liabilities........... 1,686,957     320,582    425,814    2,433,353
  GAP....................$ (920,088)  $(113,569)  $(82,006) $(1,115,663)

ISA/ISL..................       0.45       0.65       0.81         0.54
Gap/Total assets.........     20.54%      2.54%      1.83%       24.91%

                                       December 31, 2000
                             0-90       91-180    181-365   Cumulative
                             Days        Days       Days    0-365 Days

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...........  1,018,205        -0-        -0-    1,018,205
Borrowings...............    274,673        884        457      276,014
  Total interest-sensitive
   liabilities...........  1,567,841    265,689    471,285    2,304,815
  GAP....................$  (804,533)  $(88,036) $(121,257) $(1,013,826)

ISA/ISL..................      0.49        0.67       0.74         0.56
Gap/Total assets.........    18.40%       2.01%      2.77%       23.19%

17
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 March 31, 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.

18
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.
                                                   At March 31,
                                               2001           2000
                                             (amounts in thousands)

Nonperforming Loans:

Loans on nonaccrual basis                   $    9,447     $   11,643
Past due loans                                  21,751         14,468
Renegotiated loans                               2,250          1,482
     Total Nonperforming Loans              $   33,448     $   27,593

Other real estate owned                     $    1,475     $    1,840

Loans outstanding at end of period          $2,502,629     $2,515,717

Average loans outstanding (year-to-date)    $2,503,187     $2,507,679

Nonperforming loans as percent of
  total loans                                    1.34%          1.10%

Provision for credit losses                 $    2,407     $    2,505

Net charge-offs                             $    1,669     $    2,241

Net charge-offs as percent of
  average loans outstanding                       0.07%         0.09%

Provision for credit losses as percent
  of net charge-offs                            144.22%       111.78%

Allowance for credit losses as percent
  of average loans outstanding                    1.37%         1.35%

Allowance for credit losses as percent
  of end-of-period loans outstanding              1.37%         1.34%

Allowance for credit losses as percent
  of nonperforming loans                        102.66%       122.51%

19
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 March 31, 2001 and March 31, 2000:

                                                          2001     2000
                                                      (amounts in thousands)
Recorded investment in impaired loans at end
of period                                               $11,697   $13,125

Year to date average balance of impaired loans          $12,171   $12,932

Allowance for credit losses related to impaired
loans                                                   $ 2,373   $ 2,928

Impaired loans with an allocation of the allowance
for credit losses                                       $ 3,730   $ 5,568

Impaired loans with no allocation of the allowance
for credit losses                                       $ 7,967   $ 7,557

Year to date income recorded on impaired loans on
a cash basis                                            $   194   $   199

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 March 31, 2001, there
were no significant concentrations of credit.

Nonperforming loans at March 31, 2001 increased $5.9 million
compared to 2000 levels and included increases in past due loans
of $7.3 million and increases in renegotiated loans of $768
thousand which were partially offset by decreases in nonaccrual
loans of $2.2 million.  Past due loans reflected increases in
past due loans secured by residential real estate of $2.8 million
and past due commercial loans of $5.5 million compared to 2000
levels.  Past due loans at March 31, 2001 reflected a decrease of
past due loans and leases to individuals of $724 thousand.  The
increase in renegotiated loans at March 31, 2001 compared to

20
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 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 $1.6 million and nonaccrual loans
secured by residential real estate of $565 thousand compared to
the same period of 2000.  Nonperforming loans as a percent of
total loans was 1.34% at March 31, 2001 compared to 1.41% at
December 31, 2000 and 1.10% at March 31, 2000.

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.  Management believes
that the allowance for credit losses and nonperforming loans
remain safely within acceptable levels.

CAPITAL RESOURCES

Equity capital increased $15.1 million in the first three months
of 2001.  Dividends declared reduced equity by $8.4 million
during the 2001 period, while earnings retention was $3.6
million, representing an earnings retention rate of 29.78%.  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 $357 thousand.  Amounts paid to
fund the discount on reinvested dividends reduced equity by $153
thousand.  The market value adjustment to securities available
for sale increased equity by $11.1 million.  Proceeds from the
reissuance of treasury shares to fund stock options exercised
increased equity by $246 thousand during 2001.

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.

21
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)

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
March 31, 2001:
                                                        Percent
                                      Amount          of Adjusted
                                  (in thousands)        Assets

Tier I Capital                       $373,054            13.0%
Risk-Based Requirement                114,774             4.0

Total Capital                         407,394            14.2
Risk-Based Requirement                229,548             8.0

Minimum Leverage Capital              373,054             8.5
Minimum Leverage Requirement          132,031             3.0

At March 31, 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.

22
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.

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

             Not applicable

ITEM 5.  OTHER INFORMATION

             Not applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

             (a)  Exhibits

                  Exhibit 3.0 Amendment of the Corporation's
                  By-Laws

             (b)  Reports on Form 8-K

                  None

23
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:  MAY 14, 2001         /S/ Joseph E. O'Dell
                             Joseph E. O'Dell, President and
                             Chief Executive Officer

DATED:  MAY 14, 2001         /S/ John J. Dolan
                             John J. Dolan, Executive Vice
                             President and Chief Financial
                             Officer

1337: