8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2006

First Commonwealth Financial Corporation

(Exact name of registrant as specified in its charter)

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

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01     REGULATION FD DISCLOSURE

On August 21, 2006, the President and CEO of First Commonwealth Financial Corporation sent a letter to shareholders announcing the Corporation’s earnings for the six month period ended June 30, 2006.  A copy of this letter and the related financial disclosures are furnished herein as exhibit 99.

Item 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibits
	Exhibit 99 First Commonwealth Financial Corporation - President and CEO’s Letter to Shareholders mailed August 21, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  August 22, 2006

FIRST COMMONWEALTH FINANCIAL CORPORATION
(Registrant)
By:	/S/ JOSEPH E. O’DELL
	Joseph E. O’Dell
	President and Chief Executive Officer

EX-99

Exhibit 99

		First Commonwealth
		Financial Corporation
		22 N. 6th Street
		Indiana, Pennsylvania 15701
		724-349-7220 Phone
Joseph E. O’Dell		724-349-6427 Fax
President and Chief Executive Officer	www.fcbanking.com

August 9, 2006

Dear Shareholder:

First Commonwealth Financial Corporation (NYSE:FCF) reported net income of $12.2 million for the second quarter of 2006 compared to net income of $17.8 million for the second quarter of 2005. Basic and diluted earnings per share were $0.18 for the second quarter of 2006 compared to $0.26 for the comparable period of 2005.  Return on equity was 9.39% and return on assets was 0.83% for the second quarter of 2006 compared to 13.55% and 1.15% respectively for the second quarter of 2005.  The decrease in net income in the second quarter 2006 was due in large part to certain gains that were included in the second quarter of 2005 results.  The second quarter of 2005 included a $3.1 million pre-tax gain on the sale of a branch office ($2.0 million after tax) and a $2.0 million gain on the sale of First Commonwealth’s merchant services business ($1.3 million after tax).  Additionally, net interest income was $2.3 million lower in the second quarter 2006 than that of the 2005 period.  The provision for credit losses increased $1.3 million in the second quarter of 2006 compared to the second quarter of 2005 largely due to the deterioration of a single large commercial loan. Total other expenses declined $1.9 million in the second quarter 2006 when compared to the second quarter of 2005.

Net income for the first six months of 2006 was $25.2 million compared to $33.1 million for the same period of 2005.  The decline of net income resulted primarily from the reduction in net interest income as well as the inclusion of the gains mentioned above in the results for the six months of 2005.  The provision for credit losses increased $462 thousand in the first six months of 2006 compared to the same period of 2005 largely as the deterioration of a large commercial loan offset some improvements experienced elsewhere in the loan portfolio.  Total other expenses declined $2.5 million in the first six months of 2006 when compared to the first six months of 2005.  Basic and diluted earnings per share were $0.36 for the six months of 2006 compared to $0.48 and $0.47 respectively for the six months of 2005.  Return on equity and return on assets for the six months ended June 30, 2006 were 9.67% and 0.85% compared to 12.51% and 1.07% respectively in the 2005 period.

The community office network optimization plan continues with new office openings in designated best-growth markets and with additional strategic locations in various stages of development.  The plan will be augmented with the acquisition of Laurel Capital Group, Inc. that is scheduled to close on August 28, 2006.  Laurel will add eight community offices (7 in Allegheny County and 1 in Butler County) to our footprint bringing the total offices to 109.  

May 26, 2006 saw the end of an era with the passing of E. James Trimarchi, the founding President and Chief Executive Officer and long time Chairman of the Board of First Commonwealth Financial Corporation. Jim was a man of vision, talent and compassion who shared his gifts freely with those of us fortunate enough to have known and worked with him over the years.  While he will be greatly missed by all those he touched, his presence will continue to shape the organization he built and loved dearly.

I again want to acknowledge the dedication of the over 1,600 people that have chosen to work at First Commonwealth and also to thank all of our shareholders for their continued support and confidence.

Sincerely,

The following tables provide you with consolidated selected financial data of First Commonwealth at and for the quarter ended June 30, 2006.  You should read this information along with the consolidated financial statements of First Commonwealth and the accompanying notes included in its annual report on Form 10-K for the year ended December 31, 2005, and its quarterly report on Form 10-Q for the quarter ended June 30, 2006, which are available to the public over the Internet at the Corporation’s website at http://www.fcbanking.com or from the company upon request to the attention of the Corporate Secretary.

FIRST COMMONWEALTH FINANCIAL CORPORATION
CONSOLIDATED SELECTED FINANCIAL DATA
(Dollar Amounts in Thousands, except per share data)

	For the Quarter Ended June 30,				For the 6 Months Ended June 30,
	2006		2005		2006		2005
Interest income	$	81,693	$	77,540	$	161,474	$	153,177
Interest expense		40,400		33,900		78,734		64,605
Net interest income		41,293		43,640		82,740		88,572
Provision for credit losses		4,298		3,000		5,206		4,744
Net interest income after provision for credit losses		36,995		40,640		77,534		83,828
Net securities gains		19		0		82		485
Trust income		1,481		1,456		2,875		2,781
Service charges on deposits		4,144		4,009		8,013		7,549
Gain on sale of branch		0		3,090		0		3,090
Gain on sale of merchant services business		0		1,991		0		1,991
Insurance commissions		595		903		1,314		1,743
Income from bank owned life insurance		1,414		1,355		2,789		2,676
Merchant discount income		0		882		0		1,721
Card related interchange income		1,391		1,216		2,689		2,303
Other income		2,022		2,247		3,600		4,250
Total other income		11,066		17,149		21,362		28,589
Salaries and employee benefits		17,235		17,864		36,592		36,162
Net occupancy expense		2,785		2,715		6,187		5,707
Furniture and equipment expense		2,915		2,759		5,682		5,629
Data processing expense		820		981		1,615		1,920
Pennsylvania shares tax expense		1,358		1,237		2,708		2,503
Intangible amortization		566		566		1,131		1,131
Other operating expense		7,543		8,950		14,900		17,413
Total other expenses		33,222		35,072		68,815		70,465
Income before income taxes		14,839		22,717		30,081		41,952
Applicable income taxes		2,613		4,879		4,917		8,895
Net income	$	12,226	$	17,838	$	25,164	$	33,057
Average shares outstanding		69,653,432		69,129,387		69,562,078		69,237,454
Average shares outstanding assuming dilution		70,037,609		69,693,693		69,978,210		69,858,133
Per Share Data:
Basic earnings per share	$	0.18	$	0.26	$	0.36	$	0.48
Diluted earnings per share	$	0.17	$	0.26	$	0.36	$	0.47
Cash dividends per share	$	0.170	$	0.165	$	0.340	$	0.330

	JUNE 30, 2006			DEC 31, 2005
Assets
Cash and due from banks on demand	$	89,688		$	84,555
Interest-bearing bank deposits		905			473
Federal funds sold		0			1,575
Securities available for sale, at market		1,681,139			1,851,986
Securities held to maturity, at amortized cost
(Market value $83,400 in 2006 and $89,804 in 2005)		82,720			87,757
Loans held for sale		4,436			1,276
Loans:
Portfolio loans		3,680,070			3,623,102
Unearned income		(83	)		(119	)
Allowance for credit losses		(39,020	)		(39,492	)
Net loans		3,640,967			3,583,491
Premises and equipment		63,832			60,860
Other real estate owned		1,930			1,655
Goodwill		122,702			122,702
Amortizing intangibles, net		14,120			15,251
Other assets		222,947			214,739
Total assets	$	5,925,386		$	6,026,320

FIRST COMMONWEALTH FINANCIAL CORPORATION
CONSOLIDATED SELECTED FINANCIAL DATA
(Dollar Amounts in Thousands, except per share data)

	JUNE 30, 2006			DEC 31, 2005
Liabilities
Deposits (all domestic):
Noninterest-bearing	$	507,021		$	491,644
Interest-bearing		3,491,784			3,504,908
Total deposits		3,998,805			3,996,552
Short-term borrowings		654,315			665,665
Other liabilities		38,662			43,314
Subordinated debentures		108,250			108,250
Other long-term debt		613,991			691,494
Total long-term debt		722,241			799,744
Total liabilities		5,414,023			5,505,275
Shareholders’ Equity
Common stock $1 par value per share		71,978			71,978
Additional paid-in capital		172,707			173,967
Retained earnings		319,740			318,569
Accumulated other comprehensive income (loss)		(23,515	)		(9,655	)
Treasury stock		(16,947	)		(20,214	)
Unearned ESOP shares		(12,600	)		(13,600	)
Total shareholders’ equity		511,363			521,045
Total liabilities and shareholders’ equity	$	5,925,386		$	6,026,320
Shares issued		71,978,568			71,978,568
Shares outstanding		70,636,584			70,377,916
Treasury shares		1,341,984			1,600,652
Book value per share	$	7.24		$	7.40
Market value per share	$	12.70		$	12.93

Asset Quality Data At June 30,

	2006			2005
Loans on nonaccrual basis	$	14,785		$	11,149
Past due more than 90 days		15,928			15,258
Renegotiated loans		166			179
Total nonperforming loans	$	30,879		$	26,586
Loans outstanding at end of period (a)	$	3,684,423		$	3,601,314
Average loans outstanding (year-to-date) (a)	$	3,650,784		$	3,568,436
Allowance for credit losses	$	39,020		$	41,404
Nonperforming loans as percent of total loans		0.84	%		0.74	%
Net charge-offs (year-to-date)	$	4,291		$	4,403
Reduction in allowance for credit losses due to transfer of credit to held for sale	$	1,387		$	0
Net charge-offs as percent of average loans (annualized)		0.31	%		0.25	%
Allowance for credit losses as percent of average loans outstanding		1.07	%		1.16	%
Allowance for credit losses as percent of nonperforming loans		126.36	%		155.74	%
Other real estate owned	$	1,930		$	1,226

(a) Includes loans held for sale

Profitability Ratios

	For the Quarter Ended June 30,						For the 6 Months Ended June 30,
	2006			2005			2006			2005
Return on average assets		0.83	%		1.15	%		0.85	%		1.07	%
Return on average equity		9.39	%		13.55	%		9.67	%		12.51	%
Efficiency ratio (FTE) (b)		59.36	%		54.64	%		61.84	%		56.90	%
Fully tax equivalent adjustment	$	3,608		$	3,404		$	7,178		$	6,671

(b) Efficiency ratio is “total other expenses” as a percentage of total revenue.

     Total revenue consists of “net interest income, on a fully tax-equivalent basis,” plus “total other income.”

First Commonwealth Financial Corporation	Mail Address:
Old Courthouse Square	P.O. Box 400
22 North Sixth Street	Indiana PA  15701-0400
Indiana PA   15701
Telephone:  724-349-7220	Website:  www.fcbanking.com

INVESTOR INFORMATION

STOCK LISTING:  First Commonwealth Financial Corporation common stock is listed on The New York Stock Exchange and is traded under the symbol FCF.

For assistance regarding a change in shareholder account registration, replacing lost stock certificates/dividend checks, or an address change, please contact First Commonwealth’s transfer agent listed below (for directly registered accounts only).   The Bank of New York’s website also provides information regarding online Individual Account Access.  If shares are held through a brokerage firm (street name accounts), please contact the broker if there are questions regarding an account.

THE BANK OF NEW YORK	Investor Services Department	Toll Free:  1-800-524-4458
	P.O.  Box 11258	Website:   www.stockbny.com
	New York, NY   10286-1258

DIVIDEND REINVESTMENT PLAN:  First Commonwealth Financial Corporation offers a direct purchase and dividend reinvestment plan, First Commonwealth Stock Direct, administered by The Bank of New York.  The plan allows both directly registered shareholders and interested first-time investors to purchase First Commonwealth common stock without the customary brokerage expenses and also to automatically reinvest cash dividends paid on the common stock.  Purchases made through the Plan with reinvested dividends receive a 10% discount on the fair market price (on shareholder accounts directly held with the Bank of New York).  For more information, please visit our website at www.fcbanking.com (click on “Investor Relations”).  A copy of the plan prospectus and enrollment form may also be downloaded through The Bank of New York’s website, www.stockbny.com (under “Company Facts & Forms”, click on “Company List”, then “First Commonwealth”); and copies may also be requested from The Bank of New York by phone or mail.

DIRECT DEPOSIT OF DIVIDENDS:  Direct deposit of dividend payments to a checking or savings account is also available. To enroll, please call The Bank of New York for an Authorization Form (completed forms must be received by The Bank of New York 30 days prior to the dividend payment date). 

INVESTOR/SHAREHOLDER INQUIRIES:  Request for information or assistance regarding the Corporation should be directed to the attention of Shareholder Relations at the Corporate Office in Indiana, PA 1-800-331-4107.

FORWARD LOOKING STATEMENTS:  The enclosed shareholder communication contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, that involve significant risks and uncertainties.  Actual results could differ materially from those contained in or implied by such statements for a variety of reasons including, but not limited to:  the timing and magnitude of changes in interest rates; changes in accounting principles, policies, or guidelines:  changes in regional, national and global economic conditions; changes in regulatory requirements, and significant changes in the securities markets.  Consequently, all forward-looking statements made in this shareholder communication are qualified by these cautionary statements and the cautionary language in First Commonwealth’s most recent documents filed with the Securities and Exchange Commission.