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 28, 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 28, 2006, the registrant reported that it had completed the previously announced acquisition of Laurel Capital Group, Inc., headquartered in Allison Park, Pennsylvania.  A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibits
	Exhibit 99.1 First Commonwealth Financial Corporation Press Release dated August 28, 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 29, 2006
	FIRST COMMONWEALTH FINANCIAL CORPORATION
	(Registrant)
	By:	/s/ JOHN J. DOLAN
		John J. Dolan
		Executive Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

First Commonwealth Completes Acquisition of Laurel Capital Group, Inc.
[ PR Newswire  ·  2006-08-28 ]

INDIANA, Pa., Aug. 28 /PRNewswire-FirstCall/ -- First Commonwealth Financial Corporation (NYSE: FCF), headquartered in Indiana, PA, announced today that it has completed the previously announced acquisition of Laurel Capital Group, Inc., effective following the close of business today.

Laurel Savings Bank, the banking subsidiary of Laurel Capital Group, has been merged into First Commonwealth Bank and will operate as a division of First Commonwealth Bank until the conversion of data processing systems and signage on October 13, 2006.

Under the terms of the merger agreement, shareholders of Laurel Capital were given the opportunity to elect to receive either $28.25 in cash, 2.229 shares of First Commonwealth common stock, or a combination of cash and shares of First Commonwealth common stock in exchange for each of their shares of Laurel Capital stock, subject to proration. The election period expired at the close of business on August 24, 2006. Based on the elections made by Laurel Capital Group shareholders, shares for which the holder elected to receive stock and shares for which no election was made will be converted into First Commonwealth stock; and each share for which a holder elected to receive cash will be converted into approximately 82% cash and 18% shares of First Commonwealth stock, in each case, subject to the payment of cash in lieu of fractional shares. First Commonwealth will issue approximately 3.1 million shares and pay approximately $16.6 million in cash in the transaction.

In commenting on the merger, Joseph E. O’Dell, President and Chief Executive Officer of First Commonwealth, stated, “We are very pleased to welcome Edwin R. ‘Bud’ Maus and all of the Laurel Capital stakeholders to the First Commonwealth team.” Bud Maus, President and Chief Executive Officer of Laurel Capital, added, “This is a very exciting opportunity for all of us at Laurel Capital. We are confident that this merger will benefit our shareholders, customers, employees and the communities that we serve.”

Laurel Capital had $314 million in total assets and had eight branch locations, including seven in Allegheny County and one in Butler County. As a result of the merger, First Commonwealth will have total assets of $6.2 billion. It will continue to operate through its banking subsidiary, First Commonwealth Bank, in 15 counties in western and central Pennsylvania. Financial services and insurance products are also provided through First Commonwealth Financial Advisors, Inc. and First Commonwealth Insurance Agency. First Commonwealth also operates FraMal Holdings Corporation, an investment services firm, and jointly owns Commonwealth Trust Credit Life Insurance Company, a credit life reinsurance company.

Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements include but are not limited to the expected benefits of the merger to shareholders of First Commonwealth and Laurel Capital Group. These statements are subject to risks and uncertainties that could cause actual results to differ materially from estimated results, including, without limitation, First Commonwealth’s ability to successfully integrate Laurel Savings Bank into First Commonwealth Bank and to achieve the desired cost savings on a timely basis. Additional risks and uncertainties are detailed in First Commonwealth’s filings with the Securities and Exchange Commission.

SOURCE  First Commonwealth Financial Corporation
     -0-                              08/28/2006
     /CONTACT:  John J. Dolan, Executive Vice President and Chief Financial
Officer of First Commonwealth Financial Corporation, +1-724-349-7220/
     /Photo:  NewsCom:  http://www.newscom.com/cgi-bin/prnh/20030416/FIRSTLOGO
                    AP Archive:  http://photoarchive.ap.org
                    PRN Photo Desk, photodesk@prnewswire.com/
     (FCF)