<PAGE>

                                 FORM 10-K

                     SECURITIES AND EXCHANGE COMMISSION
 
                           WASHINGTON, D.C  20549

Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934

For the fiscal year ended December 31, 1995 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           (I.R.S. Employer Identification No.)
of incorporation or organization)

   22 NORTH SIXTH STREET INDIANA, PA                     15701
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  (412) 349-7220

Securities registered pursuant to Section 12(b) of the Act:

   TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH REGISTERED

COMMON STOCK, $1 PAR VALUE                  NEW YORK STOCK EXCHANGE

Indicate by checkmark 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 XX No    .

Indicate the number of shares outstanding of each of the issuer's classes of
common stock.

    TITLE OF CLASS                         OUTSTANDING AT March 20, 1996

Common Stock, $1 Par Value                        22,266,560 Shares

The aggregate market value of the voting common stock, par value $1 per
share, held by non-affiliates of the registrant (Based upon the closing sale
price on March 20, 1996), was approximately $420,281,320.

DOCUMENTS INCORPORATED BY REFERENCE  

Portions of the definitive Proxy Statement related to the annual meeting of
security holders to be held April 20, 1996 are incorporated by reference
into Part III.<PAGE>
<PAGE>
         FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

                  First Commonwealth Financial Corporation

                                 FORM 10-K

                                   INDEX

PART I                                                        PAGE

ITEM 1.   Business

          Description of business..........................     2
          Competition......................................     4
          Supervision and regulation.......................     4

ITEM 2.   Properties.......................................     7
          
ITEM 3.   Legal Proceedings................................     7

ITEM 4.   Submission of Matters to a Vote of Security
           Holders.........................................     7


PART II

ITEM 5.   Market for Registrant's Common Stock and Related
           Security Holder Matters.........................     8

ITEM 6.   Selected Financial Data..........................     9

ITEM 7.   Management's Discussion and Analysis of Financial
           Condition and Results of Operation..............    10

ITEM 8.   Financial Statements and Supplementary Data......    26


ITEM 9.   Disagreements on Accounting and Financial
           Disclosures.....................................    53


PART III

ITEM 10.   Directors and Executive Officers of the
            Registrant.....................................    53

ITEM 11.   Management Renumeration and Transactions........    54

ITEM 12.   Security Ownership of Certain Beneficial Owners 
            and Management.................................    54

ITEM 13.   Certain Relationships and Related Transactions..    54


PART IV

ITEM 14.   Exhibits, Financial Statement Schedules and 
            Reports on Form 8-K............................    55
            Signatures.....................................    57
<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Business

Description of Business

First Commonwealth Financial Corporation (the "Corporation") was
incorporated as a Pennsylvania business corporation on November 15, 1982 and
is registered as a bank holding company under the Bank Holding Company Act
of 1956, as amended.  After its incorporation it became affiliated as a
result of statutory mergers with the following:  On April 29, 1983 it
affiliated with National Bank of the Commonwealth ("NBOC"), a national bank
in Indiana, Indiana County; on March 19, 1984 with Deposit Bank ("Deposit"),
a Pennsylvania-chartered bank and trust company in DuBois, Clearfield
County; on August 16, 1985 with Dale, a national bank in Dale (Johnstown),
Cambria County; and on December 14, 1985 with the First National Bank of
Leechburg ("Leechburg"), a national bank in Leechburg, Armstrong County;
December 31, 1986 with CNB CORP, Inc. ("CNB"), a one-bank holding company
and its wholly-owned subsidiary, Citizens National Bank in Windber
("Citizens").  CNB was then combined with the Corporation.  Immediately
thereafter, and on the same day, Citizens was combined with Dale and the
resulting entity was named Cenwest National Bank ("Cenwest").  On May 31,
1990 the Corporation affiliated with Peoples Bank and Trust Company ("PBT"),
a Pennsylvania-chartered bank and trust company in Jennerstown, Somerset
County.  On April 30, 1992 the Corporation affiliated with Central Bank
("Central"), a Pennsylvania-chartered bank in Hollidaysburg, Blair County. 
On December 31, 1993 the Corporation affiliated with Peoples Bank of Western
Pennsylvania ("PBWPA"), a Pennsylvania-chartered commercial bank in New
Castle, Lawrence County.  On September 27, 1994 the Corporation affiliated
with United National Bancorporation, ("United"), a bank holding company, and
its wholly-owned subsidiaries.  Unitas National Bank ("Unitas Bank") a
national bank headquartered in Chambersburg, Franklin County, Pennsylvania
and Unitas Mortgage Corporation ("Unitas Mortgage") were the only active
subsidiaries of United.  Unitas Mortgage engaged in the origination of
mortgages for sale in the secondary mortgage market and is headquartered in
Carlisle, Pennsylvania.  Upon merger, United was combined with the
Corporation and its subsidiaries became subsidiaries of the Corporation.  On
September 29, 1994 the Corporation affiliated with Reliable Financial
Corporation ("RFC"), a savings and loan holding company and its wholly-owned
subsidiary, Reliable Savings Bank, PaSA ("RSB"), a state-chartered,
federally insured savings bank headquartered in Bridgeville, Pennsylvania. 
As a result of the merger, RFC became a wholly-owned subsidiary of the
Corporation, with its principal places of business in Allegheny and
Washington Counties in western Pennsylvania.  

Effective at the close of business November 13, 1995 seven wholly-owned
subsidiary banks of the Corporation including NBOC, Cenwest, Leechburg, PBT,
Central, PBWPA and Unitas Bank merged into Deposit, also a wholly-owned
subsidiary, under the Deposit charter.  The name of the surviving bank was
immediately changed to First Commonwealth Bank ("FCB"); and the principal
place of business was moved to Indiana, Indiana County, Pennsylvania.  The
subsidiary banks continue to operate in their local communities in central
and western Pennsylvania, as divisions of First Commonwealth Bank, doing
business under the following names:  NBOC Bank, Deposit Bank, Cenwest Bank,
First Bank of Leechburg, Peoples Bank, Central Bank, Peoples Bank of Western
Pennsylvania and Unitas Bank.  

Commonwealth Systems Corporation ("CSC") was incorporated as a Pennsylvania
business corporation in 1984 by the Corporation to function as its data
processing subsidiary and it has its principal place of business in Indiana,
Pennsylvania.  Before August 1984, it had operated as the data processing
department of NBOC.  First Commonwealth Trust Company ("FCTC") was
incorporated on January 18, 1991 as a Pennsylvania chartered trust company
to render general trust services.  The trust departments of Subsidiary Banks
were combined to form FCTC, and the corporate headquarters are located in
Indiana, Pennsylvania.  The Corporation and its subsidiaries employed
approximately 1,060 persons (full-time equivalents) at December 31, 1995.

2<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Business (Continued)

Through FCB, the Corporation traces its banking origins to 1866.  FCB and
RSB conduct their business through 81 community banking offices in 52
communities in the counties of Adams (1 office), Allegheny (2), Armstrong
(3), Beaver (1), Bedford (4), Blair (7), Cambria (11), Centre (4),
Clearfield (6), Elk (3), Franklin (2), Huntingdon (7), Indiana (8),
Jefferson (4), Lawrence (6), Somerset (6), Washington (1) and Westmoreland
(5).

FCB engages in general banking business and offers a full range of financial
services.  FCB offers such general retail banking services as demand,
savings and time deposits; mortgage, consumer installment and commercial
loans; and credit card loans through MasterCard and VISA.  RSB is a full
service savings association.  Although approximately 80% of its loan
portfolio consists of loans secured by mortgages on 1-4 family residences,
it offers various loan services, including secured and unsecured, commercial
and consumer loans, construction and commercial mortgages and lease
financing.  RSB also offers a full range of deposit products.

FCB and RSB (Banks) operate a network of 59 automated teller machines
("ATMs") which permit their customers to conduct routine banking
transactions 24 hours a day.  Of the ATMS, 41 are located on the premises of
their main or branch offices and 18 are in remote locations.  All the ATMs
are part of the MAC network which consist of over 19,000 ATMs owned by
numerous banks, savings and loan associations and credit unions located
throughout 16 states, of which 14 are east of Mississippi River.  The Banks'
MAC customers may use the HONOR Network, which has 9,800 ATM's located
primarily in the southeast quadrant of the United States.  The ATM's
operated by the Banks are also part of the global MasterCard/Cirrus network
which is comprised of more than 168,900 ATMs located in the United States,
Canada and 58 other countries and territories, which services over 365
million card holders.  Such networks allow the Bank's customers to withdraw
cash and in certain cases conduct other banking transactions from ATMs of
all participating financial institutions.

In addition to funds access through the use of ATMs, the MAC debit card
offered to the Banks deposit customers may be used at 150,000 point of sale
terminals on the MAC system as well as being used on the global MasterCard
system for the purchase of goods and services.  The MAC debit card provides
customers with the almost universal acceptability of a credit card combined
with the convenience of direct debit to the customers checking account.

CSC is the data processing subsidiary of the Corporation.  It provides on-
line general ledger accounting services and bookkeeping services for deposit
and loan accounts to the Corporation, the Subsidiary Banks and two other
bank customer located in Pennsylvania.  CSC also acts as a centralized
purchasing agent for the purchase of computer hardware and software products
by the Corporation and subsidiaries as well as providing technical support
for the installation and use of these products.  It competes, principally
with data processing subsidiaries of other, mostly larger, banks, on the
basis of the price and quality of its services and the speed with which such
services are delivered.

FCTC has four branch offices in the service areas of the Banks and offers
personal and corporate trust services, including administration of estates
and trusts, individual and corporate investment management and custody
services and employee benefit trust services.  

On June 1, 1989 Commonwealth Trust Credit Life Insurance Company began
operations.  The Corporation owns 50% of the voting common stock of the new
company.  The Commonwealth Trust provides reinsurance for credit life and
credit and health insurance activities sold by the subsidiaries of the two
unrelated holding companies under a joint venture arrangement whereby the
net income derived from such reinsurance inures proportionally to the
benefit of the holding company selling the underlying insurance to its
banks' customers.    

3<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Business (Continued)

The Corporation does not engage in any significant business activities other
than holding the stock of its subsidiaries.  The Corporation does not at
present have any plans to expand or modify its business or that of its
subsidiaries, other than as described herein.  Nevertheless, it will be
receptive to and may actively seek out mergers and acquisitions in the event
opportunities which management considers advantageous to the development of
the Corporation's business arise, and may otherwise expand or modify its
business as management deems necessary to respond to changing market
conditions or the laws and regulations affecting the business of banking.

Competition

The Banks, FCTC and Unitas Mortgage face intense competition, both from
within and without their service areas, in all aspects of business.  The
Banks compete for deposits, in such forms as checking, savings and NOW
(negotiable order of withdrawal) accounts, MMDA (money market deposit
accounts) and certificates of deposit, and in making consumer loans and
loans to smaller businesses, with numerous other commercial banks and
savings banks doing business within their service areas.  With respect to
loans to larger businesses the Banks also complete with much larger banks
located outside of their service areas.  They also compete, primarily in
making consumer loans and for deposits, with state and federally chartered
savings and loan associations and with credit unions.  In recent years they
have encountered significant competition for deposits from money market
funds and institutions that offer annuities located throughout the United
States.  Money market funds pay dividends to their shareholders (which are
the equivalent are the equivalent of the interest paid by banks on deposits)
and they are able to offer services and conveniences similar to those
offered by the Subsidiary Banks.  Annuities accumulate interest on the
amounts deposited over a predetermined time period.  The depositor is then
entitled to withdraw his funds for a fixed period of time or until death. 
The effect of such competition has been to increase the costs of the rest of
deposits, which provide the funds with which loans are made.  In addition to
savings and loan associations and credit unions, the Banks also compete for
consumer loans with local offices of national finance companies and finance
subsidiaries of automobile manufacturers and with national credit card
companies such as MasterCard and VISA, whose cards, issued through financial
institutions, are held by consumers throughout their service areas.  The
Banks believe that the principal means by which they compete for deposits
and consumer and smaller commercial loans are the number and desirability of
the locations of their offices and ATMs, the sophistication and quality of
their services and the prices (primarily interest rates) of their services. 
Additionally, the Banks intend to remain competitive by offering financial
services that target specific customer needs.  Examples of such specialized
products include the "Sentry CD Watch" which provides certificate of deposit
rates of competitors to members of the Banks' "Senior Accent" club,
available to customers age 50 or better, and introduction of the "Too Good
To Be True" mortgage product, available to first time home buyers.  Specific
customer needs are also met through an enhanced customer delivery system
that includes telephone banking, which provides convenient access to
financial services and hours of operation that extend past those of the
Banks' branch offices.

Supervision and Regulation

The Corporation is a bank holding company within the meaning of the Bank
Holding Company Act of 1956, as amended ("the Bank Holding Company Act") and
is registered such with the Federal Reserve Board.  As a registered bank
holding company, it is required to file with the Federal Reserve Board an
annual report and other information.  The Federal Reserve Board is also
empowered to make examinations and inspections of the Corporation and its
subsidiaries.

4 <PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Business (Continued)

Supervision and Regulation (Continued)

The Bank Holding Company Act and Regulation Y of the Federal Reserve Board
require every bank holding company to obtain the prior approval of the
Federal Reserve Board before it may acquire direct or indirect ownership or
control of more than 5% of the outstanding voting shares or substantially
all of the assets of a bank or merge or consolidate with another bank
holding company.  The Federal Reserve Board may not approve acquisitions by
FCFC of such percentage of voting shares or substantially all the assets of
any bank located in any state other than Pennsylvania unless the laws of
such state specifically authorize such an acquisition.

The Bank Holding Company Act generally prohibits a bank holding company from
engaging in a non-banking business or acquiring direct or indirect ownership
or control of more that 5% of the outstanding voting shares of any non-
banking corporation subject to certain exceptions, the principal exception
being where the business activity in question is determined by the Federal
Reserve Board to be closely related to banking or to managing or controlling
banks to be a proper incident thereto.  The Bank Holding Company Act does
not place territorial restrictions on the activities of such banking related
subsidiaries of bank holding companies.

Under the Federal Reserve Act, subsidiary banks of a bank holding company
are subject to certain restrictions on extensions of credit to the bank
holding company or any of its subsidiaries, investments in the stock or
other securities thereof, or acceptance of such stock or securities as
collateral for loans to any one borrower.  A bank holding company and its
subsidiaries are prohibited from engaging in certain tie-in arrangements in
connection with the extension of credit or the furnishing of property or
services.

Under the Pennsylvania Banking Code, there is no limit on the number of
Pennsylvania banks that may be owned or controlled by a Pennsylvania bank
holding company.

Upon the acquisition of RFC, the Corporation also became a savings and loan
holding company subject to regulation and supervision of the Office of
Thrift Supervision ("OTS") under the Savings and Loan Holding Company Act,
and by the Pennsylvania Department of Banking under the Pennsylvania Savings
Association Code of 1967, as amended.  While the regulation and supervision
of multiple regulators increase the Corporation's cost of compliance with
federal and state banking laws and regulations, it is not excepted to have a
significant adverse effect on its operations or financial condition.

RFC is a unitary savings and loan holding company.  Its only subsidiary, RSB
is a Qualified Thrift Lender ("QTL") because more than 65% of its portfolio
assets (as defined by law) are invested in residential mortgages, and
certain mortgage backed and housing related assets such as Federal Home Loan
Bank stock and stock issued by the Federal National Mortgage Association. 
As a unitary savings and loan holding company, RFC and any subsidiary it
might create are not restricted to the statutorily prescribed list of
permissible activities found in the Savings and Loan Holding Company Act and
in certain regulations of the predecessor of the OTS, and the Savings and
Loan Holding Company Act imposes no limits on their direct or indirect non-
savings institutions operations.

If RFC were to acquire a second savings association and operate it as a
separate subsidiary, it would become a multiple savings and loan holding
company and its activities would be confined to a statutorily prescribed
list of activities regarded as closely related.  If RSB were to lose its QTL
status, thereafter RFC would be regulated and supervised by the OTS as a
bank holding company, as described above for the Corporation, with each
savings institution subsidiary being treated as a bank for this purpose.

5
<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Business (Continued)

First Commonwealth Bank and Reliable Savings Bank

FCB is a Pennsylvania-chartered bank and is not a member of the Federal
Reserve System.  FCB is subject to the supervision of and regularly examined
by the Pennsylvania Department of Banking and the Federal Deposit Insurance
Corporation ("FDIC"), and subject to certain regulations of the Federal
Reserve Board.  RSB is a Pennsylvania-chartered savings association and is
subject to the supervision of and is regularly examined by the Pennsylvania
Department of Banking and the OTS.  FCB is a member of the FDIC while RSB is
a member of the Savings and Loan Insurance Fund of the FDIC.  As such, both
FCB and RSB are subject to examination by the FDIC.  

The areas of operation subject to regulation by Federal and Pennsylvania
laws, regulations and regulatory agencies include reserves against deposits,
maximum interest rates for specific classes of loans, truth-in-lending
disclosures, permissible types of loans and investments, trust operations,
mergers and acquisitions, issuance of securities, payment of dividends. 
Community Reinvestment Act evaluations, mandatory external audits,
establishment of branches and other aspects of operations.  Under the
Pennsylvania Banking Code, a state or national bank or a savings association
located in Pennsylvania may establish branches anywhere in the state.

Reciprocal Regional Interstate Banking

As already noted, a bank holding company located in one state cannot acquire
a bank or a bank holding company located in another state unless the law of
such other state specifically permits such acquisition.  On June 25, 1986,
Pennsylvania passed a law (Act No. 1986-69) which provides that a bank
holding company located in any state or the District of Columbia can acquire
a Pennsylvania bank or bank holding company if the jurisdiction where the
acquiring bank holding company is located has passed an enabling law that
permits a Pennsylvania bank holding company to acquire a bank or a bank
holding company in such jurisdiction.  As of December 31, 1995 enabling laws
have been passed so that the required reciprocity presently exists with
approximately 34 states, of which the following 18 are east of the
Mississippi River:  Connecticut, Delaware, Illinois, Indiana, Kentucky,
Louisiana, Maine, Maryland, Massachusetts, Michigan,  New Hampshire, New
Jersey, New York, Ohio, Rhode Island, Tennessee, Vermont and West Virginia.
A similar law is applicable to savings associations and savings and loan
holding companies.

It is difficult to determine the precise effects that reciprocal regional
interstate banking will have on the Corporation, but the law has increased,
and as reciprocity becomes effective will increase further, the number of
potential buyers for Pennsylvania banks and bank holding companies.  The law
also will permit Pennsylvania bank holding companies and Pennsylvania
savings and loan holding companies that desire to expand outside
Pennsylvania to acquire banks, savings institutions and bank holding
companies located in jurisdictions with which Pennsylvania has reciprocity.

Effects of Governmental Policies

The business and earnings of the Corporation are affected not only by
general economic conditions, but also by the monetary and fiscal policies of
the United States Government and its agencies, including the Federal Reserve
Board.  An important function of the Federal Reserve Board is to regulate
the national supply of bank credit.  Among the instruments of monetary

6<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 1. Business (Continued)

Effects of Governmental Policies (Continued)

policy used by the Federal Reserve Board to implement these objectives are
open market operations in United States government securities, changes in
the  discount rate on borrowings by member banks and savings institutions
from the Federal Reserve System and changes in reserve requirements against
bank and savings institution deposits.  These instruments, together with
fiscal and economic policies of various governmental entities, influence
overall growth of bank loans, investments and deposits and may also affect
interest rates charged on loans, received on investments or paid for
deposits.

The monetary policies of the Federal Reserve Board have had a significant
effect on the operating results of bank holding companies and their
subsidiary banks in the past and are expected to continue to do so in the
future.  In view of changing conditions in the national and Pennsylvania
economies and in the money markets, as well as the effect of actions by
monetary and fiscal authorities, including the Federal Reserve Board, no
prediction can be made as to possible future changes in interest rates,
deposit levels and loan demand or the effect of such changes on the business
and earnings the Corporation or its subsidiaries.

ITEM 2.  PROPERTIES

The Corporation's principal office is located in the old Indiana county
Courthouse complex.  This certified Pennsylvania and national historic
landmark was built in 1870 and restored by NBOC in the early 1970s.  The
Corporation, NBOC and CSC occupy this grand structure, which provides 32,000
square feet of floor space, under a 25-year restoration lease agreement with
Indiana County, which NBOC entered into in 1973 and which contains a renewal
option.  Under the lease, NBOC is obligated to pay all taxes, maintenance
and insurance on the building and to restore it in conformity with historic
guidelines.  In order to support future expansion needs and centralization
of various functional areas such as loan processing, marketing, and
accounting, the Corporation also owns two additional structures, free of all
liens and encumbrances.  These facilities currently provide office space for
the Corporation, CSC, FCTC and FCB.  The Banks have 81 banking facilities of
which 27 are leased and 54 are owned in fee, free of all liens and
encumbrances.  All of the facilities utilized by the Corporation and its
subsidiaries are used primarily for banking activities.  Management believes
all such facilities to be in good repair and well suited to their uses. 
Management presently expects that such facilities will be adequate to meet
the anticipated needs of the Corporation and its subsidiaries for the
immediate future.

ITEM 3.  LEGAL PROCEEDINGS

The information appearing in NOTE 17 of the Notes to the Consolidated
Financial Statements included in Item 8 of this filing is incorporated by
reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable


7





  <PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

Part II

ITEM 5.  Market for Registrant's Common Stock and Related Security Holder
Matters

First Commonwealth Financial Corporation (the "Corporation") is listed on
the New York Stock Exchange under the symbol "FCF".  The approximate number
of holders of record of the Corporation's common stock is 8,300.  The table
below sets forth the high and low sales prices per share and cash dividends
declared per share for common stock of the Corporation.    
                                                                
                                                           Cash 
                                                         Dividends
Period                 High Sale        Low Sale         Per Share
                                          
1995 
First Quarter           $14.750          $13.250          $0.160
Second Quarter          $15.875          $13.875          $0.160
Third Quarter           $16.375          $14.500          $0.160
Fourth Quarter          $17.875          $15.750          $0.180 
     
                                                           Cash   
                                                         Dividends
Period                 High Sale        Low Sale         Per Share 

1994 
First Quarter           $20.250          $16.750          $0.140
Second Quarter          $18.500          $15.500          $0.140
Third Quarter           $19.000          $15.000          $0.140
Fourth Quarter          $15.375          $13.500          $0.160

8















<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 6. Selected Financial Data (Dollar Amounts in Thousands, except per
share data)

The following selected financial data is not covered by the auditor's report
and should be read in conjunction with Management's Discussion and Analysis
of Financial Condition and Results of Operations, which follows, and with
the consolidated financial statements and related notes.  All amounts have
been restated to reflect the poolings of interests.
<TABLE>
<CAPTION>
                                                             Years Ended December 31,
                                              1995         1994         1993         1992         1991          
                                                                       
<S>                                       <C>          <C>          <C>          <C>          <C>
Interest income.......................      $175,701     $159,644     $154,990     $155,606     $150,627
Interest expense......................        82,418       69,102       67,164       73,295       82,205

  Net interest income.................        93,283       90,542       87,826       82,311       68,422 
Provision for possible loan losses....         4,125        2,896        2,920        3,744        5,451
  Net interest income after provision
    for possible loan losses..........        89,158       87,646       84,906       78,567       62,971

Securities gains (losses).............          (603)       5,536        3,528          955          711   
Other operating income................        11,007       10,635       10,960        9,362        7,465
Other operating expenses..............        62,062       60,855       59,405       54,957       46,147 
      Income before taxes and cumulative
       effect of change in accounting
       method.........................        37,500       42,962       39,989       33,927       25,000      
Applicable income taxes...............        11,974       14,226       12,444        9,393        6,305
      Income before cumulative effect
       of change in accounting method.        25,526       28,736       27,545       24,534       18,695
Cumulative effect of change in                                
  accounting method...................           -0-          -0-          865          -0-          -0-
Net income............................      $  5,526     $ 28,736     $ 28,410     $ 24,534     $ 18,695

Per Share Data
  Net income before cumulative effect
   of change in accounting method.....         $1.16        $1.28        $1.23        $1.12        $0.89 
  Cumulative effect of change in  
   accounting method..................          0.00         0.00         0.04         0.00         0.00 
  Net income..........................         $1.16        $1.28        $1.27        $1.12        $0.89

  Dividends declared..................         $0.66        $0.58        $0.51        $0.55        $0.38 

  Average shares outstanding..........    22,005,427   22,432,062   22,416,360   21,983,845   20,899,175 

At End of Period
  Total assets........................    $2,364,307   $2,334,921   $2,252,836   $2,077,824   $1,746,365 
  Investment securities...............       748,702      813,687      909,166      703,227      559,127 
  Loans and leases, net of unearned  
    income............................     1,487,542    1,377,794    1,211,109    1,165,494    1,009,595 
  Reserve for possible loan losses....        18,152       17,337       16,483       15,828       10,681
  Deposits............................     1,962,760    1,881,060    1,822,085    1,788,226    1,519,044
  Long-term debt......................         5,261        7,596        7,363        8,130        6,524
  Shareholders' equity................       252,276      225,135      228,910      210,687      178,984

Key Ratios
  Return on average assets............         1.10%       1.26%        1.32%        1.26%        1.12%
  Return on average equity............        10.55%      12.55%       12.86%       12.30%       11.82% 
  Net loans to deposit ratio..........        74.86%      72.32%       65.56%       64.29%       65.78%
  Dividends per share as a percent of  
    net income per share..............        56.90%      45.31%       40.16%       49.11%       42.70% 
  Average equity to average assets                
    ratio.............................        10.39%      10.01%       10.23%       10.26%        9.52%  
</TABLE> 
9<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Introduction

This discussion and the related financial data are presented to assist in
the understanding and evaluation of the consolidated financial condition and
the results of operations of First Commonwealth Financial Corporation (the
"Corporation") including its subsidiaries for the years ended December 31,
1995, 1994 and 1993 and are intended to supplement, and should be read in
conjunction with, the consolidated financial statements and related
footnotes.

The Corporation acquired United National Bancorporation and its subsidiaries
("United") and Reliable Financial Corporation and its subsidiary
("Reliable") effective September 27, 1994 and September 29, 1994,
respectively.  Effective December 31, 1993, the Corporation acquired Peoples
Bank of Western Pennsylvania ("PBWPA").  The mergers were accounted for as 
poolings of interests and accordingly, all financial statements have been
restated as though the mergers had occurred at the beginning of the earliest
period presented.

Results of Operations

Net income in 1995 was $25.5 million, a decrease of $3.2 million from the
1994 level of $28.7 million and compared to $28.4 million reported in 1993. 
Earnings per share decreased $0.12 per share in 1995 to $1.16.  Earnings per
share before the cumulative effect of the change in accounting method
increased $0.05 per share in 1994 to $1.28 from $1.23 reported in 1993.  The
impact of net securities transactions decreased earnings per share $0.27 in
1995 while changes in net interest income increased earnings by $0.20 per
share.  Merger costs in 1994 reduced earnings by $0.07 per share.  Included
in the salary and benefits costs in 1995 were early retirement costs and
other benefit adjustments resulting in a $0.05 per share adjustment.  Return
on average assets was 1.10% and return on average equity was 10.55% during
1995 compared to 1.26% and 12.55%, respectively for 1994.  Return on average
assets was 1.32% during 1993 while return on average equity was 12.86%.

The following is an analysis of the impact of changes in net income on
earnings per share:
 
                                            1995              1994
                                             vs.               vs.
                                            1994              1993
                                                          
Net income per share, prior year           $1.28             $1.27

Increase (decrease) from changes in:
  Net interest income                       0.20              0.12
  Provision for possible loan losses       (0.06)             0.00
  Security transactions                    (0.27)             0.09
  Other income                              0.02             (0.02)
  Salaries and employee benefits           (0.16)            (0.03)
  Occupancy and equipment costs            (0.02)             0.01 
  Merger expenses                           0.07             (0.07)
  FDIC expense                              0.08              0.00
  Other expenses                           (0.07)             0.03 
  Provision for income taxes                0.09             (0.08)
Subtotal                                    1.16              1.32 
Cumulative effect of change in accounting
  method                                    0.00             (0.04)
Net income per share                       $1.16             $1.28 

10 <PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

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 $93.3 million in 1995
compared to $90.5 million in 1994 and $87.8 million in 1993.  The following
is an analysis of the average balance sheets and net interest income for
each of the three years in the period ended December 31, 1995.

11





















































  <PAGE>
<PAGE>
<TABLE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
         
ITEM 7.  Management's Discussion and Analysis
<CAPTION>
                                                     Average Balance Sheets and Net Interest Analysis
                                                                (Dollar Amounts in Thousands)

                                             1995                             1994                             1993             
                                 Average    Income/   Yield or    Average    Income/   Yield or    Average    Income/   Yield or
                                 Balance    Expense   Rate(a)     Balance    Expense   Rate(a)     Balance    Expense   Rate(a) 
<S>                           <C>           <C>         <C>    <C>           <C>         <C>    <C>          <C>          <C>
Assets
Interest-earning assets:    
  Time deposits with banks    $    8,552    $    486    5.69%  $   14,677    $    600    4.09%  $   37,905   $  1,275     3.36%
  Investment securities          769,006      45,600    6.12      870,656      48,645    5.80      818,319     47,988     6.07
  Federal funds sold              17,712       1,033    5.83        4,138         186    4.49        8,865        268     3.02
  Loans (b) (c), net of          
    unearned income            1,421,004     128,582    9.11    1,283,866     110,213    8.66    1,187,236    105,459     9.01
   Total interest-
      earning assets           2,216,274     175,701    8.04    2,173,337     159,644    7.48    2,052,325    154,990     7.71

Noninterest-earning assets:
  Cash                            53,752                           54,542                           48,794                  
  Reserve for loan losses        (17,584)                         (17,120)                         (16,399)                 
  Other assets                    77,843                           77,498                           74,596                  
   Total noninterest-
      earning assets             114,011                          114,920                          106,991                  
    Total Assets              $2,330,285                       $2,288,257                       $2,159,316                  
 
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
  Interest-bearing
    demand deposits           $  208,330       3,108    1.49%  $  226,824       3,764    1.66%  $  226,902      4,686     2.07%
  Savings deposits               464,021      11,858    2.56      503,327      11,520    2.29      493,323     11,908     2.41 
  Time deposits                1,060,070      58,855    5.55      948,804      45,901    4.84      922,456     46,473     5.04 
  Short-term borrowings          141,474       8,013    5.66      168,929       7,394    4.38       99,943      3,641     3.64 
  Long-term debt                   7,010         584    8.33        7,744         523    6.75        7,985        456     5.71 
    Total interest- 
      bearing liabilities      1,880,905      82,418    4.38    1,855,628      69,102    3.72    1,750,609     67,164     3.84 

Noninterest-bearing
 liabilities and capital:
  Noninterest-bearing       
    demand deposits              185,889                          185,058                          170,293                    
  Other liabilities               21,429                           18,576                           17,428                    
  Shareholders' equity           242,062                          228,995                          220,986                    
    Total noninterest-       
      bearing funding sources    449,380                          432,629                          408,707                    
      Total Liabilities and 
        Shareholders' Equity  $2,330,285                       $2,288,257                       $2,159,316                    

 Net Interest Income and
    Net Yield On Interest-
    earning Assets                          $ 93,283    4.32%                $ 90,542    4.30%               $ 87,826     4.43% 

(a) Yields on interest-earning assets have been computed on a tax equivalent basis using the 35% Federal income tax statutory rate. 
(b) Income on nonaccrual loans is accounted for on the cash basis, and the loan balances are included in interest-earning assets.
(c) Loan income includes net loan fees.  
</TABLE>
12<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis

Both interest income and interest expense increased as volumes increased. 
Average interest-earning assets increased $42.9 million in 1995.  Average
loans increased $137.1 million in 1995 and were supported by deposit growth
and maturities of investment securities.  

During 1995 average investment securities decreased $101.7 million,
primarily as a result of the sale of $74.0 million of U.S. Treasury
securities, the proceeds of which were used to pay off short-term
borrowings.  The investment securities sold had an average yield of 4.91%
while the short-term borrowings had an average cost over the remainder of
the year of 5.74%.  This transaction increased net interest income by $342
thousand in 1995.  The sale of U.S. Treasury securities during 1995 also had
a favorable impact on total investment yields during the year as the
securities sold had a lower yield compared to other securities in the
portfolio.

Both asset yields and the cost of funds increased in 1995.  Asset yields, on
a tax-equivalent basis, increased 56 basis points (0.56%) during 1995 while
the cost of funds increased 66 basis points (0.66%).  Conversely, during
1994 both asset yields and cost of funds decreased.  Asset yields decreased
23 basis points (0.23%) in 1994 while the cost of funds decreased 12 basis
points (0.12%).  During 1995 loan yields increased 45 basis points (0.45%)
when compared to the year ended December 31, 1994, but may have reached
their peak.  After improving each quarter of 1994 and 1995, loan yields
declined during the fourth quarter of 1995.  Loan yields may decline further
as the portfolio is impacted by declining interest rates and innovative loan
product offerings which bear lower introductory interest rates.  These loan
products are designed to initiate relationships in the early stages of a
customer's financial life cycle so they may be developed thereafter with
more traditional banking products and services.  Any initial earnings
reduction related to the new products are expected to produce long-term
profitable relationships and loan yields.

Prepayments of mortgage backed securities ("MBS") remained steady during
1995 and have not been significantly impacted by declining interest rates. 
The primary risk of owning MBS relates to the uncertainty of prepayments of
the underlying mortgages.  Interest rate changes have a direct impact on
prepayment speeds.  As interest rates increase, prepayment speeds generally
decline, resulting in a longer average life of a MBS.  Conversely as
interest rates decline,  prepayment speeds increase, resulting in a shorter
average life of a MBS.  Using computer simulation models, the Corporation
tests the average life and yield volatility of all MBSs under various
interest rate scenarios on a continuing basis to insure that volatility
falls within acceptable limits.  The Corporation holds no "high risk"
securities nor does the Corporation own any securities of a single issuer
exceeding 10% of shareholders' equity other than U.S. Government and Agency
securities.

Average interest-bearing deposits increased $53.5 million during 1995 as a
result of declines of $57.8 million in interest-bearing demand deposits and
savings accounts combined with increases of $111.3 million in time deposits. 
Time deposits increased primarily in the 12 to 23 month maturity range. 
Since renewal rates were higher than the expiring rates for most of 1995,
these deposits experienced a rate increase of 189 basis points (1.89%)
compared to 1994.  Deposit costs increased 57 basis points (0.57%) during
1995 while deposit costs declined 20 basis points (0.20%) during 1994. 
Although the cost of funds increased more rapidly than earning asset yields
during 1995, loan growth throughout the year maintained the margin.  Net
interest margin (net interest income, on a tax-equivalent basis as a
percentage of average earning assets), was 4.32% during 1995 compared to
4.30% in 1994 and 4.43% in 1993.  The Corporation's use of computer modeling
to manage interest rate risk is described in the "Interest Sensitivity"
section of this discussion herein.

13<PAGE>
<PAGE>
<TABLE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis

The following table shows the effect of changes in volumes and rates on
interest income and interest expense.
 <CAPTION>
                                    Analysis of Year-to-Year Changes in Net Interest Income
                                               (Dollar Amounts in Thousands)     
 
                                       1995 Change from 1994                    1994 Change from 1993
                                 Total     Change Due    Change Due       Total     Change Due    Change Due
                                 Change    to Volume      to Rate         Change    to Volume      to Rate  
<S>                            <C>          <C>           <C>             <C>        <C>           <C> 
Interest-earning assets:
    Time deposits with banks   $  (114)     $  (251)      $   137         $ (675)    $  (780)      $   105 
    Securities                  (3,045)      (5,896)        2,851            657       3,177        (2,520)
    Federal funds sold             847          609           238            (82)       (143)           61 
    Loans                       18,369       11,876         6,493          4,754       8,706        (3,952)
      Total interest income     16,057        6,338         9,719          4,654      10,960        (6,306) 
Interest-bearing liabilities:
    Deposits                    12,636        4,176         8,460         (1,882)      1,567        (3,449) 
    Short-term borrowings          619       (1,202)        1,821          3,753       2,511         1,242  
    Long-term debt                  61          (50)          111             67         (14)           81  
      Total interest expense    13,316        2,924        10,392          1,938       4,064        (2,126) 
      Net interest income      $ 2,741      $ 3,414       $  (673)        $2,716     $ 6,896       $(4,180) 
</TABLE>
The provision for possible loan losses is an amount added to the reserve
against which loan losses are charged.  The amount of the provision is
determined by management based upon its assessment of the size and quality
of the loan portfolio and the adequacy of the reserve in relation to the
risks inherent within the loan portfolio.  The provision for possible loan
losses was $4.1 million in 1995 compared to $2.9 million in 1994 and 1993. 
The provision for possible loan losses increased in 1995 as a result of
growth in the portfolio as a whole, combined with charge-offs and increased
delinquencies of consumer installment and revolving credit loans.  Net
charge-offs against the reserve for possible loan losses were $3.3 million,
or 0.23% of average total loans in 1995.  This compared to $2.0 million in
1994 and $2.3 million in 1993.  Net charge-offs were 0.16% and 0.19% of
average total loans in 1994 and 1993, respectively.  Although charge-offs as
a percentage of average total loans increased for 1995 in comparison to
prior periods, this increase has not exceeded peer averages.  In response to
charge-offs during the fourth quarter of 1995 in the amount of $1.3 million,
of which more than half were loans to individuals, the provision for
possible loan losses in the fourth quarter of 1995 was $1.7 million.  For an
analysis of credit quality, see the "Credit Review" section of this
discussion.  

14<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis

The following table presents an analysis of the consolidated reserve for
possible loan losses for the five years ended December 31, 1995 (dollars in
thousands):
<TABLE> 
<CAPTION>
                                                    Summary of Loan Loss Experience         
                                                      
                                           1995       1994       1993       1992      1991
<S>                                     <C>        <C>        <C>        <C>        <C>                         
                                                 
Loans outstanding at end of year        $1,487,542 $1,377,794 $1,211,109 $1,165,494 $1,009,595

Average loans outstanding               $1,421,004 $1,283,866 $1,187,236 $1,094,197 $  977,620

Reserve for possible loan losses:
Balance, beginning of year              $   17,337 $   16,483 $   15,828 $   10,681 $    9,277
Addition as result of acquisition              -0-        -0-       -0-       4,501        -0-

Loans charged off:
  Commercial, financial and agricultural     1,161      1,246        774        860      2,007
  Loans to individuals                       2,316      1,676      1,825      1,906      1,889
  Real estate-construction                     -0-        -0-        -0-        -0-        -0-
  Real estate-commercial                       218         23        791        706        447
  Real estate-residential                      423        179        357        650        424
  Lease financing receivables                   52         52        106        127        117
    Total loans charged off                  4,170      3,176      3,853      4,249      4,884

Recoveries of loans previously charged off:
  Commercial, financial and agricultural       132        254        563        371        153
  Loans to individuals                         518        563        565        397        600
  Real estate-construction                     -0-        -0-        -0-        -0-        -0-
  Real estate-commercial                        56        249        276        317         27
  Real estate-residential                       55         61        177         47         47
  Lease financing receivables                   99          7          7         19         10
    Total recoveries                           860      1,134      1,588      1,151        837
    Net loans charged off                    3,310      2,042      2,265      3,098      4,047
Provision charged to expense                 4,125      2,896      2,920      3,744      5,451

Balance, end of year                    $   18,152 $   17,337 $   16,483 $   15,828 $   10,681

Ratios:
  Net charge-offs as a percentage
    of average loans outstanding             0.23%      0.16%      0.19%      0.28%      0.41% 
  Reserve for possible loan losses
    as a percentage of average loans
    outstanding                              1.28%      1.35%      1.39%      1.45%      1.09% 
</TABLE>

Total other operating income declined $5.8 million in 1995 to $10.4 million
from $16.2 million reported in 1994 and can be compared to $14.5 million in
1993.  Net securities losses of $603 thousand in 1995 compared to securities
gains of $5.5 million in 1994 resulted in a decrease of $6.1 million.  The
securities losses during 1995 resulted from the sale of $77.6 million of
securities, primarily U.S. Treasury securities classified as "available for
sale".  As previously described in this discussion, the proceeds from the
sale of $74.0 million of these U.S. Treasury securities were used to pay off
short-term borrowings.  This transaction is expected to result in a net
improvement in net interest income in excess of the net loss on the sale. 
Since the short-term borrowings were at a variable rate, the exact benefit
is not determinable until after the securities would have matured. 

During 1994 $7.5 million of securities classified as "held-to-maturity" were
sold at a net gain of $16 thousand.  All but one security were called and
were sold within three months of the call date.  The remaining security was
sold because of a significant deterioration of the issuer's
creditworthiness.  Also during 1994, the Corporation sold 115,000 shares of
Federal Home Loan Mortgage Corporation common stock with a book value of
$970 thousand for a gain of $5.3 million in anticipation of a market value
decline if interest rates continued to rise.  

15<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis

During 1993 marketable equity securities with a book value of $1.6 million
were sold for a $1.0 million gain.  The remaining securities transactions
during 1994 and 1993 were primarily the sales of U.S. Treasury securities,
U.S. Government agency securities maturing within a year and proceeds were
reinvested in U.S. Treasury securities and U.S. Government agency securities
with maturities of 2-4 years.  

Although the market values of assets managed increased during 1995, trust
income decreased by $53 thousand, primarily as a result of lower income on
estates than in prior periods.  Trust income decreased $106 thousand during
1994 as the market value of assets managed declined, reflecting the
turbulent bond and stock markets, thereby reducing the billing basis for
many of the trust accounts.  Service charges on deposits increased for all
periods reported, primarily as a result of increased average total deposits.
 
Total other operating expenses increased $1.2 million to $62.1 million in
1995 and compared to $60.9 million and $59.4 million in 1994 and 1993,
respectively.  Results for the 1994 period included merger costs of $1.7
million.

Employee costs during 1995 were $33.0 million, an increase of $3.0 million
over the 1994 level of $30.0 million.  Included in employee costs for 1995
were early retirement settlements and other benefit adjustments of $1.3
million.  Excluding early retirement settlements and other benefit
adjustments, employee costs increased 5.8% during 1995 primarily because of
an increase in the number of full time equivalent employees in customer
service areas and the cost of employee insurances and hospitalization.
Employee costs as a percentage of average assets was 1.42% in 1995 up from
1.31% in 1994 and 1.36% in 1993.  Salary levels are generally maintained
through attrition management programs.  Cost savings for 1996 can be
anticipated in hospitalization expenses as a result of converting to a
managed health care plan beginning in January 1996.  Employee costs will
also be impacted positively as various functional areas of the Corporation,
such as accounting, human resource and marketing are redesigned to more
efficiently support the new organizational structure resulting from the
merger of eight commercial bank subsidiaries into a single operating unit
during 1995.

Net occupancy expense and furniture and equipment increased $360 thousand in
1995 as a result of increased utilization of leased equipment.  As various
operational areas of the organization such as loan processing are redesigned
for greater efficiency, leased equipment is being used until long-term
equipment requirements can be identified.  Leased equipment although
increasing costs over the short-term will allow for flexibility in systems
design and save costs over the long-term as furniture and equipment will not
be purchased until the process redesign has been completed.  Net occupancy
expense and furniture and equipment increased in 1994 as the costs of
maintenance and repairs decreased and depreciation increased as the process
of automating loan documentation and the branch network progressed.  This
upgrade is expected to improve platform productivity and reduce loan
documentation risks.

The deposit insurance assessment from the Federal Deposit Insurance
Corporation ("FDIC") decreased by $1.8 million in 1995 to $2.4 million from
$4.2 million and $4.1 million in 1994 and 1993 respectively.  Since the FDIC
Bank Insurance Fund has reached its regulatory cap the assessment rate for
banks was reduced from $0.23 per $100 of deposits to $0.04 per $100 of
deposits effective June, 1995.  For 1996 the Corporation's commercial bank
subsidiary will be assessed the minimum FDIC assessment of $2 thousand.  As
a result of the Savings and Loan Insurance Fund remaining underfunded,
Congress could enact an additional one-time pretax assessment against the
thrift deposits of the Corporation during 1996.  While the amount and
likelihood of the assessment is uncertain the impact could be as much as
$1.0 million.  

16  <PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis

Other operating expenses decreased $374 thousand in 1995 to $18.2 million
and can be compared to $18.6 million in 1994 and $17.7 million in 1993.  The
1994 period contained merger related expenses in the amount of $1.7 million. 
After adjusting the 1994 total for the $1.7 million of merger costs
deducted, other operating expenses really increased by $1.3 million in 1995
and decreased by $835 thousand in 1994.  The amortization of core deposit
intangibles decreased $210 thousand in 1995 and $484 in 1994 as the
intangibles related to mergers which occurred in 1984 and 1985 became fully
amortized in 1995.   The primary cost increases which occurred in 1995
included the collection of loans or the disposition of real estate acquired
in lieu of loan repayment.  Additional expenses of $129 thousand were also
incurred during 1995 as a result of the conversion of computer systems of
recently acquired subsidiaries to those of the Corporation and conversion of
a new trust processing system by the Corporation's trust subsidiary. 
Stationery and supplies expense increased by $196 thousand during 1995
primarily as a result of the merger of eight commercial bank subsidiaries
which caused some supplies to become obsolete.  Aggressive marketing of
innovative products and specialized customer services during 1995 caused
increases in advertising, promotions and printing expenses totalling $299
thousand.  Postage costs increased $131 thousand in 1995 as a result of rate
increases.  Restructuring costs had an impact on legal and professional fees
which increased by $296 thousand during 1995 as organizational changes were
evaluated and implemented.

Income tax expense was $12.0 million during 1995 representing a decrease of
$2.3 million over the 1994 total of $14.2 million and compared to $12.4
million in 1993.  Taxable income decreased $6.4 million during 1995 while
taxable income increased $5.3 million in 1994.  The Corporation's effective
tax rate decreased to 31.9% in 1995 from 33.1% in 1994 and compares to 31.1%
in 1993.  The most significant factor for the decrease in the 1995 effective
rate compared to 1994 is related to the nondeductibility of merger expenses
incurred in 1994 for income tax purposes.

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, all of the banking
subsidiaries are members of the Federal Home Loan Bank and may borrow up to
ten percent of their total assets at any one time.  The sale of earning
assets may also provide an additional source of liquidity.

17<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis

The Corporation's long-term liquidity source is a large core deposit base
and a strong capital position.  Core deposits are the most stable source of
liquidity a bank can have due to the long-term relationship with a deposit
customer.  Deposits increased $81.7 in 1995 and included $42.3 million in
core deposits.  Non-core deposits, which are time deposits in denominations
of $100 thousand or more represented 8.52% of total deposits at December 31,
1995.  Non-core deposits increased by $39.4 million in 1995 primarily as a
result of an increase in public funds.  Time deposits of $100 thousand or
more at December 31, 1995, 1994 and 1993 had remaining maturities as
follows:
<TABLE>
<CAPTION>
                                                     Maturity Distribution of 
                                                 Large Certificates of Deposit             
                                                  (Dollar Amounts in Thousands)            
                                      
                                           1995               1994               1993      
                                     Amount  Percent    Amount  Percent    Amount   Percent   
Remaining Maturity:
<S>                                 <C>       <C>      <C>       <C>      <C>        <C>
3 months or less                    $ 40,377   24%     $ 37,968   30%     $ 21,229    20%
Over 3 months through 6 months        26,331   16        10,191    8        16,078    16 
Over 6 months through 12 months       32,357   19        17,885   14        17,996    17 
Over 12 months                        68,241   41        61,841   48        48,645    47 
    Total                           $167,306  100%     $127,885  100%     $103,948   100%
</TABLE>
Net loans increased $109.7 million during 1995 primarily in the categories
of consumer loans and real estate loans secured by residential properties. 
In combination these categories represented over 70% of the loan growth
during 1995, reflecting a strengthening of consumer loan demand.  Below is a
schedule of loans by classification for the five years ended December 31,
1995.
<TABLE>
<CAPTION>
                                                          Loans by Classification                                        
                                                       (Dollar Amounts in Thousands)                                     
 
                                   1995               1994               1993               1992               1991
                             Amount   Percent   Amount   Percent   Amount   Percent   Amount   Percent   Amount   Percent
<S>                        <C>          <C>   <C>           <C>   <C>          <C>   <C>          <C>   <C>          <C>
Commercial, financial,
  agricultural and
  other                    $  192,530    13%  $  180,373     13%  $  179,227    14%  $  216,183    18%  $  274,799    26%
Real estate-construction       22,969     1       23,131      2       12,980     1       17,007     1       14,696     1 
Real estate-commercial        293,095    19      268,417     19      238,864    19      204,853    17      121,578    12 
Real estate-residential       616,661    40      587,734     41      511,889    41      484,218    40      405,078    39 
Loans to individuals          381,729    25      332,167     23      279,357    23      259,419    22      212,323    20 
Net leases                     24,190     2       30,498      2       26,617     2       23,521     2       19,121     2 
  Gross loans and         
   leases                   1,531,174   100%   1,422,320    100%   1,248,934   100%   1,205,201   100%   1,047,595   100%
Unearned income               (43,632)           (44,526)            (37,825)           (39,707)           (38,000)      
  Total loans, and leases
   net of unearned income  $1,487,542         $1,377,794          $1,211,109         $1,165,494         $1,009,595       
</TABLE>
An additional source of liquidity are marketable securities that the
Corporation holds in its investment portfolio.  These securities are
classified as "securities available for sale".  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 December 31,
1995, securities available for sale had an amortized cost of $242.9 million
and a market value of $244.2 million.  Gross unrealized gains were $2.3
million and gross unrealized losses were $1.1 million.   Based upon the
Corporation's historical ability to fund liquidity needs from other sources,
the current available for sale portfolio is deemed more than adequate, as
the Corporation does not anticipate a need to liquidate the investments
until maturity.  

18<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis
 
Below is a schedule of the maturity distribution of securities held to
maturity and securities available for sale at December 31, 1995.
<TABLE>
<CAPTION>
                                                   Maturity Distribution of Securities Held to Maturity                 
                                                         (Dollar Amounts in Thousands)                                   
 
                                        U.S. Treasury, and other       States and                     Total     Weighted 
                                        U.S. Government Agencies       Political         Other      Amortized   Average
                                            and Corporations         Subdivisions     Securities      Cost       Yield*
<S>                                             <C>                     <C>            <C>          <C>          <C>
Within 1 year                                   $  5,473                $ 5,122        $ 4,666      $ 15,261     6.51%
After 1 but within 5 years                       121,844                 19,905          8,092       149,841     5.94
After 5 but within 10 years                      176,333                 32,201          3,952       212,486     6.15
After 10 years                                   122,170                  4,621            130       126,921     6.06 
     Total                                      $425,820                $61,849        $16,840      $504,509     6.08%


 
                                              Maturity Distribution of Securities Available for Sale
                                                               At Amortized Cost                                         
                                                         (Dollar Amounts in Thousands)                                  
 
                                        U.S. Treasury, and other       States and                     Total     Weighted 
                                        U.S. Government Agencies       Political         Other      Amortized   Average
                                            and Corporations         Subdivisions     Securities      Cost       Yield*
                                                                                                          
Within 1 year                                   $ 37,168                $   272        $   499      $ 37,939     5.06%
After 1 but within 5 years                        95,380                    -0-          1,258        96,638     5.80
After 5 but within 10 years                        1,113                    -0-          1,717         2,830     7.65
After 10 years                                    79,372                    -0-         26,147       105,519     6.70
     Total                                      $213,033                $   272        $29,621      $242,926     6.10%
 
*Yields are calculated on a tax-equivalent basis. 
</TABLE>
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") exceeds interest-sensitive liabilities
("ISL") during a 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 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.

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.

19<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis

Interest Sensitivity (Continued)

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
December 31, 1995 and 1994  (Dollar Amounts in Thousands):  
<TABLE>
<CAPTION>
                                                            1995 
                                                                                Cumulative
                                     0-90 Days    91-180 Days   181-365 Days    0-365 Days
<S>                                  <C>           <C>            <C>           <C> 
Loans                                $  515,833    $ 82,754       $167,780      $  766,367
Investments                              18,351      33,319         42,960          94,630
Other interest-earning assets            91,408       6,698          6,272         104,378
     Total interest-sensitive
       assets                           625,592     122,771        217,012         965,375

Certificates of deposit                 223,659     130,053        257,833         611,545 
Other deposits                          680,303         -0-            -0-         680,303
Short-term borrowings                   102,527      10,164          6,838         119,529
     Total interest-sensitive
       liabilities                    1,006,489     140,217        264,671       1,411,377
     Gap                             $ (380,897)   $(17,446)      $(47,659)     $ (446,002)

ISA/ISL                                   0.62        0.88           0.82            0.68
Gap/Total assets                         16.11%       0.74%          2.02%          18.86%

                                                            1994
                                                                                Cumulative
                                     0-90 Days    91-180 Days   181-365 Days    0-365 Days
                                                        
Loans                                $  423,116    $ 95,292       $182,799      $  701,207
Investments                              20,298      24,414         55,647         100,359
Other interest-earning assets            92,845       6,696          6,707         106,248    
     Total interest-sensitive
       assets                           536,259     126,402        245,153         907,814

Certificates of deposit                 166,557     114,482        125,588         406,627   
Other deposits                          687,882         -0-            -0-         687,882 
Short-term borrowings                   174,728      16,554          4,074         195,356

     Total interest-sensitive
       liabilities                    1,029,167     131,036        129,662       1,289,865  
     Gap                             $ (492,908)   $ (4,634)      $115,491      $ (382,051)

ISA/ISL                                   0.52        0.96           1.89            0.70
Gap/Total assets                         21.11%       0.20%          4.95%          16.36%
</TABLE>
20<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis

Final loan maturities and rate sensitivity of the loan portfolio excluding
consumer installment and mortgage loans and before unearned income at
December 31, 1995 were as follows (Dollar Amounts in Thousands):
 
                               Within One   One to     After
                                  Year      5 Years   5 Years   Total
                                                         
Commercial and industrial       $ 85,772   $ 39,145  $ 38,417  $163,334
Financial institutions               180         47       -0-       227
Real estate-construction          16,580      2,170     4,219    22,969
Real estate-commercial            74,053     66,772   152,270   293,095
Other                              3,699      6,586    18,684    28,969
      Totals                    $180,284   $114,720  $213,590  $508,594
 
Loans at fixed interest rates                77,995   134,155
Loans at variable interest rates             36,725    79,435
      Totals                               $114,720  $213,590
 
The Corporation has not experienced the kind of earnings volatility
indicated from the gap analysis.  This is because assets and liabilities
with similar contractual repricing characteristics may not reprice at the
same time or to the same degree.

Therefore, to more precisely measure the impact of interest rate changes on
the Corporation's net interest margin, management simulates the potential
effects of changing interest rates through computer modeling.  The
Corporation is then better able to implement strategies which would include
an acceleration of a deposit rate reduction or a lag in a deposit rate
increase.  The repricing strategies for loans would be inversely related.

The analysis at December 31, 1995 indicated that a 300 basis point movement
in interest rates in either direction would not have a significant impact on
the Corporation's anticipated net interest income over the next twelve
months.

Credit Review

Maintaining a high quality loan portfolio is of great importance to the
Corporation.  The Corporation manages the risk characteristics of the loan
portfolio through the use of prudent lending policies and procedures and
monitors risk through a periodic review process provided by external
auditors, internal auditors, regulatory authorities and our loan review
staff.  These reviews include the analysis of credit quality,
diversification of industry, compliance to policies and procedures, and an
analysis of current economic conditions.

In the management of its credit portfolio, the Corporation emphasizes the
importance of the collectibility of loans and leases as well as asset and
earnings diversification.  The Corporation immediately recognizes as a loss
all credits judged to be uncollectible and has established a reserve for
possible credit losses that may exist in the portfolio at a point in time,
but have not been specifically identified.  

The Corporation's written lending policy requires certain underwriting
standards to be met prior to funding any loan, including requirements for
credit analysis, collateral value coverage, documentation, and terms.  The
principal factor used to determine potential borrowers' creditworthiness is
business cash flows or consumer income available to service debt payments. 
Secondary sources of repayment, including collateral or guarantees, are
frequently obtained.  

21<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis

The lending policy provides limits for individual and bank committees
lending authorities.  In addition to the bank loan approval process,
requests for borrowing relationships which will exceed one million dollars
must also be approved by the Corporation's Credit Committee.  This Committee
consists of a minimum of three members of the Corporation's board of
directors.

Commercial and industrial loans are generally granted to small and middle
market customers for operating, expansion or asset acquisition purposes. 
Operating cash flows of the business enterprise are identified as the
principal source of repayment, with business assets held as collateral. 
Collateral margins and loan terms are based upon the purpose and structure
of the transaction as set forth in loan policy.

Commercial real estate loans are granted for the acquisition or improvement
of real property.  Generally, commercial real estate loans do not exceed 75%
of the appraised value of property pledged to secure the transaction. 
Repayment of such loans are expected from the operations of the subject real
estate and are carefully analyzed prior to approval.

Real estate construction loans are granted for the purposes of constructing
improvements to real property, both commercial and residential.  On-site
inspections are conducted by qualified individuals prior to periodic
permanent project financing, which is generally committed prior to the
commencement of construction financing.

Real estate loans secured by 1-4 family residential housing properties are
granted subject to statutory limits in effect for each bank regarding the
maximum percentage of appraised value of the mortgaged property. 
Residential loan terms are normally established in compliance with secondary
market requirements.  Residential mortgage portfolio interest rate risk is
controlled by secondary market sales, variable interest rate loans and
balloon maturities.

Loans to individuals represent financing extended to consumers for personal
or household purposes, including automobile financing, education, home
improvement, and personal expenditures.  These loans are granted in the form
of installment, credit card, or revolving credit transactions.  Consumer
creditworthiness is evaluated on the basis of ability to repay, stability of
income sources, and past credit history.

Since all identified losses are immediately charged off, no portion of the
reserve is restricted to any individual credit or groups of credits, and the
entire reserve is available to absorb any and all credit losses.  However,
for analytical purposes, the following table sets forth an allocation of the
reserve for possible loan losses at December 31 according to the categories
indicated:
<TABLE>
<CAPTION>      
                                          Allocation of the Reserve for Possible Loan Losses
                                                    (Dollar Amounts in Thousands)
                                           1995       1994       1993      1992       1991
<S>                                      <C>        <C>        <C>        <C>       <C>                         
                                                 
Commercial, industrial, financial,
  agricultural and other                 $ 1,800    $ 2,443    $ 2,541    $ 5,488   $ 4,579
Real estate-construction                     220        215        146         98       124
Real estate-commercial                     3,253      3,328      3,389      1,750     1,405
Real estate-residential                    4,334      4,532      4,151      3,186     1,481
Loans to individuals                       2,377      2,417      1,978      1,991     1,343
Lease financing receivables                  162        243        552        182       139
Unallocated                                6,006      4,159      3,726      3,133     1,610 
    Total                                $18,152    $17,337    $16,483    $15,828   $10,681
Reserve as percentage
  of average total loans                   1.28%      1.35%      1.39%      1.45%     1.09%
</TABLE>

22<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis

The unallocated portion of the reserve for possible loan losses increased
during 1995 in both total dollars and as a percentage of the total reserve. 
Various factors impacted this increase but most notably were an amount set
aside to provide for loan growth and an increase in net charge-offs in the
fourth quarter of 1995 which reduced the balances for which a specific
reserve had been allocated.

Other than those described below, there are no material credits that
management has serious doubts as to the borrower's ability to comply with
the present loan repayment terms.  The following table identifies
nonperforming loans at December 31.  A loan is placed in a nonaccrual status
at the time when ultimate collectibility of principal or interest, wholly or
partially, is in doubt.  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
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.
<TABLE>
<CAPTION> 
                                           Nonperforming and Impaired Assets and Effect on Interest
                                                          Income Due to Nonaccrual
                                                       (Dollar Amounts in Thousands)
 
                                               1995        1994       1993       1992       1991    
<S>                                          <C>         <C>        <C>        <C>        <C> 
Loans on nonaccrual basis                    $ 7,419     $ 9,575    $ 9,672    $ 9,328    $ 6,089
Past due loans                                 7,881       6,936      9,106      7,578      6,266
Renegotiated loans                               803         733      1,413      1,229      1,086
   Total nonperforming loans                 $16,103     $17,244    $20,191    $18,135    $13,441

Nonperforming loans as a percentage of
  total loans                                  1.08%       1.25%      1.67%      1.56%      1.33%
 
Reserve as percentage of nonperforming
  loans                                      112.72%     100.54%     81.64%     87.28%     79.47%

Other real estate owned                      $ 1,408     $ 2,269     $5,590     $4,894     $2,599

Gross income that would have been
  recorded at original rates                 $   857     $ 1,085    $   929    $ 1,080    $   579

Interest that was reflected in income            161         164        204        139         41

Net reduction to interest income due to  
   nonaccrual                                $   696     $   921    $   725    $   941    $   538
 </TABLE>

The reduction of income due to renegotiated loans was less than $50 thousand
in any year presented.

The ratio of the reserve for possible loan losses as a percentage of
nonperforming loans has steadily increased over the past five years
strengthening the reserve's ability to absorb credit losses.  At December
31, 1995 the ratio of the reserve for possible loan losses as a percentage
of nonperforming loans remains lower than the Corporation's peers and
although this ratio is an indicator of the strength of the reserve for
possible loan losses it does not in itself measure loan loss reserve
adequacy.  Other factors to be considered include historical loan losses and
nonperforming loan levels.  These measurements were favorable when compared
to peer group levels over the past five years.  Management believes that the
reserve for possible loan losses and nonperforming loans remains safely
within acceptable levels.

23<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis

Effective January 1, 1995 the Corporation adopted Financial Accounting
Standards Board Statement No. 114 "Accounting by Creditors for Impairment of
a Loan" ("FAS No. 114"), as amended by Statement No. 118 "Accounting by
Creditors for Impairment of a Loan Income Recognition and Disclosures" ("FAS
No. 118").  This statement addresses the accounting by creditors for
impairment of a loan by specifying how allowances for credit losses related
to certain loans should be determined.  For an analysis of the impact of
implementation of FAS No. 118 see NOTE 7 to the consolidated financial
statements.

Capital Resources

Equity capital increased $27.1 million in 1995 to $252.3 million.  Dividends
declared decreased equity by $14.8 million, an increase over the 1994 period
as the dividend rate was increased.  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 additional advances, and fair value
adjustments to unearned ESOP shares, increased equity capital by $675
thousand.  The market value adjustment to securities available for sale
increased capital by $17.3 million as market values rebounded.  Amounts paid
to fund the discount on reinvested dividends and optional cash payments
reduced equity by $342 thousand.  The cost of purchasing treasury shares
decreased equity by $1.6 million while proceeds from the reissuance of
treasury shares to provide for stock options exercised increased equity
capital by $316 thousand during 1995.

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.

The Federal Reserve Board has issued risk-based capital adequacy guidelines
which went into effect in stages through 1992.  The risk-based capital
standard is 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 certain other "core" equity capital ("Tier I
capital"); (2) assets and off-balance sheet items must 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 total assets.  The
minimum leverage ratio is not specifically defined, but is generally
expected to be 4-5 percent for all but the most highly rated banks, as
determined by a regulatory rating system.  

24<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 7.  Management's Discussion and Analysis

Capital Resources (Continued)

The table below presents the Corporation's capital position at December 31,
1995:
                                                       Percent         
                                          Amount     of Adjusted
                                     (in thousands)     Assets  

Tier I  Capital                         $238,186        16.5 
Risk-Based Requirement                    57,607         4.0 
    
Total Capital                            256,331        17.8 
Risk-Based Requirement                   115,214         8.0

Minimum Leverage Capital                 238,186        10.2 
Minimum Leverage Requirement              93,369         4.0


Inflation and Changing Prices

Management is aware of the impact inflation has on interest rates and
therefore the impact it can have on a bank's performance.  The ability of a
financial institution to cope with inflation can only be determined by
analysis and monitoring of its asset and liability structure.  The
Corporation monitors its asset and liability position with particular
emphasis on the mix of interest-sensitive assets and liabilities in order to
reduce the effect of inflation upon its performance.  However, it must be
remembered that the asset and liability structure of a financial institution
is substantially different from an industrial corporation in that virtually
all assets and liabilities are monetary in nature, meaning that they have
been or will be converted into a fixed number of dollars regardless of
changes in general price levels.  Examples of monetary items include cash,
loans and deposits.  Nonmonetary items are those assets and liabilities
which do not gain or lose purchasing power solely as a result of general
price level changes.  Examples of nonmonetary items are premises and
equipment.

Inflation can have a more direct impact on categories of noninterest
expenses such as salaries and wages, supplies and employee benefit costs. 
These expenses are very closely monitored by management for both the effects
of inflation and increases relating to such items as staffing levels, usage
of supplies and occupancy costs.

25<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Consolidated Balance Sheets
(Dollar Amounts in Thousands)
 
                                                     December 31,      
                                                  1995           1994
                                                          
Assets 
  Cash and due from banks on demand...........$   62,381     $   66,055
  Interest-bearing deposits with banks........     8,288         13,686
  Federal funds sold..........................     4,800            -0-
  Securities available for sale, at market....   244,193        443,189
  Securities held to maturity, at cost, market 
   value $503,568 in 1995 and $348,074 in 1994   504,509        370,498
  
  Loans....................................... 1,531,174      1,422,320
    Unearned income...........................   (43,632)       (44,526)
    Reserve for possible loan losses..........   (18,152)       (17,337)
         Net loans............................ 1,469,390      1,360,457 

  Property and equipment......................    29,435         29,196
  Other real estate owned.....................     1,408          2,269
  Other assets................................    39,903         49,571
         Total assets.........................$2,364,307     $2,334,921

Liabilities
  Deposits (All Domestic):
    Noninterest-bearing.......................$  200,939     $  199,172
    Interest-bearing.......................... 1,761,821      1,681,888
         Total deposits....................... 1,962,760      1,881,060

  Short-term borrowings.......................   120,774        201,706
  Other liabilities...........................    23,236         19,424
  Long-term debt..............................     5,261          7,596
         Total liabilities.................... 2,112,031      2,109,786

Shareholders' Equity
  Preferred stock, $1 par value per
    share, 3,000,000 shares authorized
    and unissued..............................       -0-            -0-
  Common stock, $1 par value per share,
    100,000,000 shares authorized, 22,436,628 
    shares issued and 22,371,626 outstanding
    in 1995; 22,436,628 shares issued and
    22,430,728 shares outstanding in 1994.....    22,437         22,437
  Additional paid-in capital..................    77,226         77,964
  Retained earnings...........................   157,576        146,814
  Unrealized gain (loss) on securities 
    available for sale, net of taxes..........       511        (16,802)
  Treasury stock (65,002 and 5,900 shares at
    December 31, 1995 and 1994, respectively
    at cost)..................................      (929)           (82)
  Unearned ESOP shares........................    (4,545)        (5,196)
         Total shareholders' equity...........   252,276        225,135
               Total liabilities and
                shareholders' equity..........$2,364,307     $2,334,921
        
The accompanying notes are an integral part of these consolidated
financial statements.

26



  <PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Consolidated Statements of Income
(Dollar Amounts in Thousands, except per share data)
<TABLE>
<CAPTION>
                                                      Years Ended December 31,         
 
                                                1995             1994             1993
<S>                                           <C>              <C>              <C>
Interest Income
  Interest and fees on loans................  $128,582         $110,213         $105,459         
  Interest and dividends on investments: 
    Taxable interest........................    41,775           44,187           44,068
    Interest exempt from Federal
      income taxes..........................     2,785            3,430            3,068
    Dividends...............................     1,040            1,028              852
  Interest on Federal funds sold............     1,033              186              268
  Interest on bank deposits.................       486              600            1,275

      Total interest income.................   175,701          159,644          154,990

Interest Expense
  Interest on deposits.....................     73,821           61,185           63,067
  Interest on short-term borrowings........      8,013            7,394            3,641
  Interest on long-term debt...............        584              523              456

      Total interest expense...............     82,418           69,102           67,164

Net interest income........................     93,283           90,542           87,826 
Provision for possible loan losses.........      4,125            2,896            2,920

Net interest income after provision for
  possible loan losses.....................     89,158           87,646           84,906

Other Income
  Net securities gains (losses)............       (603)           5,536            3,528
  Trust income.............................      2,173            2,226            2,332
  Service charges on deposit accounts......      5,601            5,382            5,208
  Other income.............................      3,233            3,027            3,420

      Total other income...................     10,404           16,171           14,488

Other Expenses
  Salaries and employee benefits...........     33,034           30,035           29,369
  Net occupancy expense....................      4,347            4,238            4,165
  Furniture and equipment expense..........      4,110            3,859            4,085
  FDIC expense.............................      2,373            4,151            4,051
  Other operating expenses.................     18,198           18,572           17,735

      Total other expenses.................     62,062           60,855           59,405

Income before taxes and cumulative
  effect of change in accounting
  method...................................     37,500           42,962           39,989
Applicable income taxes....................     11,974           14,226           12,444

Net income before cumulative effect 
  of change in accounting method...........     25,526           28,736           27,545
Cumulative effect of change in 
   accounting method.......................        -0-              -0-              865

Net Income.................................    $25,526          $28,736          $28,410

Average Shares Outstanding.................   22,005,427       22,432,062       22,416,360

Per share data:
  Net income before cumulative effect
    of change in accounting method.........      $1.16            $1.28            $1.23
  Cumulative effect of change in
    accounting method......................       0.00             0.00             0.04
  Net income...............................      $1.16            $1.28            $1.27

The accompanying notes are an integral part of these consolidated financial
statements.  
</TABLE>
27<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Consolidated Statements of Changes in Shareholders' Equity
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
                                                                           Unrealized
                                                                           Gain (Loss)
                                                                               on           
                                                     Additional            Securities    Unearned                  Total
                                            Common    Paid-in    Retained   Available      ESOP      Treasury  Shareholders'
                                             Stock    Capital    Earnings   For Sale      Shares      Stock        Equity    
<S>                                         <C>       <C>        <C>        <C>          <C>         <C>         <C> 
Balance at December 31, 1992...........     $22,517   $79,253    $114,277   $    -0-     $(4,913)    $  (447)    $210,687 
 Net income............................         -0-       -0-      28,410        -0-         -0-         -0-       28,410
 Cash dividends declared...............         -0-       -0-      (8,944)       -0-         -0-         -0-       (8,944)
 Cash dividends declared by pooled
  subsidiaries prior to merger.........         -0-       -0-      (2,356)       -0-         -0-         -0-       (2,356)
 Unrealized gain on securities available
  for sale, net of tax effect..........         -0-       -0-         -0-      1,584         -0-         -0-        1,584
 Tax benefit on ESOP dividends.........         -0-       -0-          84        -0-         -0-         -0-           84
 Decrease in unearned ESOP shares......         -0-       -0-         -0-        -0-         464         -0-          464
 Discount on dividend reinvestment 
  plan purchases.......................         -0-      (159)        -0-        -0-         -0-         -0-         (159)
 Treasury stock acquired by pooled 
  subsidiary...........................         -0-       -0-         -0-        -0-         -0-        (973)        (973)
 Treasury stock reissued by pooled
  subsidiary...........................         -0-       -0-         (91)       -0-         -0-         204          113 

Balance at December 31, 1993...........      22,517    79,094     131,380      1,584      (4,449)     (1,216)     228,910

 Net income............................         -0-       -0-      28,736        -0-         -0-         -0-       28,736
 Cash dividends declared...............         -0-       -0-     (11,950)       -0-         -0-         -0-      (11,950)
 Cash dividends declared by pooled
  subsidiaries prior to merger.........         -0-       -0-      (1,328)       -0-         -0-         -0-       (1,328)  
 Change in market value of securities                                                                                 
  available for sale, net of tax effect         -0-       -0-         -0-    (18,386)        -0-         -0-      (18,386)
 Tax benefit on ESOP dividends.........         -0-       -0-          81        -0-         -0-         -0-           81
 Increase in unearned ESOP shares......         -0-       -0-         -0-        -0-        (747)        -0-         (747)
 Discount on dividend reinvestment                                                                      
  plan purchases.......................         -0-      (212)        -0-        -0-         -0-         -0-         (212)  
 Treasury stock acquired...............         -0-       -0-         -0-        -0-         -0-         (82)         (82)
 Treasury stock reissued by pooled 
  subsidiary...........................         -0-       -0-        (105)       -0-         -0-         218          113 
 Treasury stock cancelled in merger....         (80)     (918)        -0-        -0-         -0-         998          -0-

Balance at December 31, 1994...........      22,437    77,964     146,814    (16,802)     (5,196)        (82)     225,135

 Net income............................         -0-       -0-      25,526        -0-         -0-         -0-       25,526
 Cash dividends declared...............         -0-       -0-     (14,764)       -0-         -0-         -0-      (14,764) 
 Change in market value of securities
  available for sale, net of tax 
   effect..............................         -0-       -0-         -0-     17,313         -0-         -0-       17,313 
 Decrease in unearned ESOP shares......         -0-        24         -0-        -0-         651         -0-          675 
 Discount on dividend reinvestment
  plan purchases.......................         -0-      (342)        -0-        -0-         -0-         -0-         (342)
 Treasury stock acquired...............         -0-       -0-         -0-        -0-         -0-      (1,583)      (1,583)
 Treasury stock reissued...............         -0-      (420)        -0-        -0-         -0-         736          316

Balance at December 31, 1995...........     $22,437   $77,226    $157,576   $    511     $(4,545)    $  (929)    $252,276 

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
28



<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
                                                                        Years Ended December 31,        
                                                                1995             1994             1993 
<S>                                                            <C>             <C>              <C>
Operating Activities
  Net income............................................       $25,526          $28,736          $28,410
  Adjustments to reconcile net income to net cash 
   provided by operating activities: 
     Provision for possible loan losses.................         4,125            2,896            2,920
     Depreciation and amortization......................         5,126            5,126            5,086
     Net losses (gains) on sales of assets..............           427           (5,555)          (4,050)
     Increase in interest receivable....................          (765)          (1,123)              (2)
     Increase (decrease) in interest payable............         3,349              631             (986)
     Increase (decrease) in income taxes payable........        (2,168)             135              945
     Change in deferred taxes...........................           863              849           (1,181)
     Other - net........................................           544           (3,917)            (697)

        Net cash provided by operating activities.......        37,027            27,778          30,445

Investing Activities
  Transactions with securities held to maturity:
     Sales..............................................         -0-              7,476           99,479
     Maturities and redemptions.........................        49,859          104,915          341,171
     Purchases of investment securities.................       (38,462)         (70,246)        (640,777)
  Transactions with securities available for sale:
     Sales..............................................        76,999           51,427              -0-
     Maturities and redemptions.........................        46,965           73,296              -0-
     Purchases of investment securities.................       (44,342)         (94,197)             -0-
  Proceeds from sales of loans and other assets.........        21,180           13,488           20,406
  Net decrease in time deposits with banks..............         5,398            6,848           34,653
  Net increase in loans.................................      (132,610)        (178,299)         (66,864)
  Purchases of premises and equipment...................        (4,095)          (5,578)          (4,099)
        Net cash used by investing activities...........       (19,108)         (90,870)        (216,031)

Financing Activities
  Proceeds from issuance of long-term debt..............           -0-              -0-              202 
  Repayments of long-term debt..........................        (1,684)            (515)            (505)
  Tax benefit of ESOP dividend..........................           -0-               81               84
  Discount on dividend reinvestment plan purchases......          (342)            (212)            (159)
  Dividends paid........................................       (14,326)         (10,878)          (8,571)
  Dividends paid by pooled subsidiaries prior to merger.           -0-           (1,328)          (2,351) 
  Acquisition of treasury stock.........................        (1,583)             (82)            (973)
  Reissuance of treasury stock..........................           316              113              113        
  Net increase in deposits..............................        81,759           59,079           33,940
  Net increase (decrease) in Federal funds purchased....       (34,940)          20,220           45,955
  Net increase (decrease) in other short-term borrowings       (45,993)           5,302           74,355

        Net cash provided (used) by financing activities       (16,793)          71,780          142,090

        Net increase (decrease) in cash and cash
          equivalents...................................         1,126            8,688          (43,496)

Cash and cash equivalents at January 1..................        66,055           57,367          100,863

Cash and cash equivalents at December 31................       $67,181          $66,055         $ 57,367

The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
29<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements   
Years Ended December 31, 1995, 1994 and 1993

NOTE 1--Statement of Accounting Policies

General

The following summary of accounting and reporting policies is presented to
aid the reader in obtaining a better understanding of the financial
statements and related financial data of First Commonwealth Financial
Corporation (the "Corporation") and its subsidiaries contained in this
report.  

The financial information is presented in accordance with generally accepted
accounting principles and general practice for financial institutions.  In
preparing financial statements management is required to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements.  In addition, these estimates and assumptions affect revenues
and expenses in the financial statements and as such, actual results could
differ from those estimates.

Through its subsidiaries which include a commercial bank, savings bank and
nondepository trust company, the Corporation provides a full range of loan,
deposit and trust services primarily to individuals and small to middle-
market businesses in eighteen counties in central and western Pennsylvania.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of
the Corporation and its wholly-owned subsidiaries.  All material
intercompany transactions have been eliminated in consolidation.

As part of the Corporation's long-term strategic plan, eight commercial
banking subsidiaries began operating under a single banking charter during
the fourth quarter of 1995.  The merger was accounted for in a manner
similar to a pooling of interests and accordingly the combined entity was
recorded at historic cost.

Investments of 20 to 50 percent of the outstanding common stock of investees
are accounted for using the equity method of accounting.

Securities

Debt securities that the Corporation has the positive intent and ability to
hold to maturity are classified as securities held-to-maturity and are
reported at amortized cost.  Debt and equity securities that are bought and
held principally for the purpose of selling them in the near term are to be
classified as trading securities and reported at fair value, with unrealized
gains and losses included in earnings.  Debt and equity securities not
classified as either held-to-maturity securities or trading securities are
classified as securities available-for-sale and are reported at fair value,
with unrealized gains and losses excluded from earnings and reported as a
separate component of shareholders' equity, net of deferred taxes.

The Corporation had securities classified as either held-to-maturity or
available-for-sale.  The Corporation does not engage in trading activities.
Net gain or loss on the sale of securities was determined by using the
specific identification method.

Prior to the implementation of Statement of Financial Accounting Standards
No. 115, Accounting for Certain Investments in Debt and Equity Securities
("FAS No. 115"), effective December 31, 1993, investment securities were
stated at cost adjusted for amortization of premium and accretion of
discount.  Marketable equity securities were carried at the lower of
aggregate cost or market value.

30<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements   
Years Ended December 31, 1995, 1994 and 1993 
(Dollar Amounts in Thousands)

NOTE 1--Statement of Accounting Policies (Continued)

Loans

Loans are carried at the principal amount outstanding.  Unearned income on
installment loans is taken into income on a declining basis which results in
an approximately level rate of return over the life of the loan.  Interest
is accrued as earned on nondiscounted loans.

Effective January 1, 1995 the Corporation adopted Financial Accounting
Standards Board Statement No. 114 "Accounting by Creditors for Impairment of
a Loan", as amended by Statement No. 118 "Accounting By Creditors for
Impairment of a Loan Income Recognition and Disclosures", ("FAS No. 118"). 
These statements address the accounting by creditors, such as banks, for the
impairment of certain loans.  The Corporation considers a loan to be
impaired when, based on current information and events, it is probable that
a creditor 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 loans 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.

The adoption of FAS No. 118 did not have a material impact on the
Corporation's financial condition or results of operations.

Loan Fees

Loan origination and commitment fees, net of associated direct costs, are
deferred and the net amount is amortized as an adjustment to the related
loan yield on the interest method, generally over the contractual life of
the related loans or commitments.

Other Real Estate Owned

Real estate, other than bank premises, is recorded at the lower of cost or
fair value less selling costs at the time of acquisition.  Expenses related
to holding the property, net of rental income, are generally charged against
earnings in the current period.  

Reserve for Possible Loan Losses

The reserve for possible loan losses represents management's estimate of an
amount adequate to provide for losses which may be incurred on loans
currently held.  Management determines the adequacy of the reserve based on
historical patterns of loan charge-offs and recoveries, the relationship of
the reserve to outstanding loans, industry experience, current economic
trends and other factors relevant to the collectibility of loans currently
in the portfolio.

31<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements   
Years Ended December 31, 1995, 1994 and 1993 
(Dollar Amounts in Thousands)

NOTE 1--Statement of Accounting Policies (Continued)

Premises and Equipment

Premises and equipment are carried at cost less accumulated depreciation and
amortization.  Depreciation is computed on the straight-line and accelerated
methods over the estimated useful life of the asset.  Charges for
maintenance and repairs are expensed as incurred.  Where a lease is
involved, amortization is charged over the term of the lease or the
estimated useful life of the improvement, whichever is shorter.

Income Taxes

The Corporation records taxes in accordance with the asset and liability
method utilized by Statement of Financial Accounting Standards No. 109 ("FAS
No. 109"), whereby deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the
financial statement carrying amount of existing assets and liabilities and
their respective tax bases given the provisions of the enacted tax laws. 
Deferred tax assets are reduced, if necessary, by the amount of such
benefits that are not expected to be realized based upon available evidence. 


Effective January 1, 1993, the Corporation adopted FAS No. 109 and has
reported the cumulative effect of that change in method of accounting for
income taxes in the 1993 consolidated statement of income.

Cash Flow Statement

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash
on hand, amounts due from banks, and Federal funds sold.  Generally, Federal
funds are sold for one-day periods.  

Supplemental Disclosures

Cash paid during the year for:
 
 
                             1995            1994            1993
                                                      
Interest                   $79,069         $68,576         $68,379 
Income taxes               $13,266         $13,234         $11,334

Noncash investing and financing activities:
                  
ESOP borrowings            $   500         $ 1,730         $   250
ESOP loan reductions       $ 1,151         $   983         $   714

32<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements   
Years Ended December 31, 1995, 1994 and 1993 
(Dollar Amounts in Thousands)

NOTE 1--Statement of Accounting Policies (Continued)

Supplemental Disclosures (Continued)

 
                               1995            1994            1993
                                                       
Gross increase (decrease) 
 in Market Value adjustment 
 to securities available 
 for sale pursuant to FAS 
 No. 115                     $ 26,635        $(28,285)       $  2,438

Net securities available 
 for sale transferred to 
 securities held to
 maturity                    $145,723        $    -0-        $    -0-

Net securities held to 
 maturity transferred to 
 securities available for 
 sale upon implementation 
 of FAS No. 115             $    -0-        $ 31,011        $462,786

Earnings Per Common Share

Earnings per share have been calculated on the weighted average number of
common shares outstanding during each year, restated to reflect poolings of
interests.  Average number of shares for prior periods reflect the two-for-
one stock split effected in the form of a 100% stock dividend declared on
January 18, 1994.

Employee Stock Ownership Plan

In November 1993 the Accounting Standards Division of the American Institute
of Certified Public Accountants issued Statement of Position 93-6 ("SOP 93-
6") "Employers' Accounting for Employee Stock Ownership Plans".  This
statement affects the accounting treatment of the Corporation's Employee
Stock Ownership Plan ("ESOP") described in NOTE 15.  The Corporation
prospectively adopted SOP 93-6 for ESOP shares acquired after December 31,
1992 (new shares).  As permitted by the Statement of Position the
Corporation has elected not to adopt this statement for ESOP shares acquired
on or before December 31, 1992 (old shares).

ESOP shares purchased subject to debt guaranteed by the Corporation are
recorded as a reduction of common shareholders' equity by charging unearned
ESOP shares.  As shares are committed to be released to the ESOP trust for
allocation to plan participants unearned ESOP shares is credited for the
cost of the shares to the ESOP.  Compensation cost recognized for new shares
in accordance with the provisions of SOP 93-6 is based upon the fair market
value of the shares committed to be released.  Additional paid-in capital is
charged or credited for the difference between the fair value of the shares
committed to be released and the cost of those shares to the ESOP. 
Compensation cost recognized for old shares committed to be released is
recorded at the cost of those shares to the ESOP.

33<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements   
Years Ended December 31, 1995, 1994 and 1993 
(Dollar Amounts in Thousands)

NOTE 1--Statement of Accounting Policies (Continued)

Employee Stock Ownership Plan (Continued)

Dividends on both old and new unallocated ESOP shares are used for debt
service and are reported as a reduction of debt and accrued interest
payable.  Dividends on allocated ESOP shares are charged to retained
earnings and allocated to the plan participants accounts.  The average
number of common shares outstanding used in calculating earnings per share
excludes all unallocated ESOP shares.

NOTE 2--Business Combinations

Effective September 29, 1994 the Corporation acquired all of the outstanding
common shares of Reliable Financial Corporation ("Reliable"), a savings and
loan holding company headquartered in Bridgeville, Pennsylvania.  Each of
the 1,410,194 outstanding shares were exchanged for 1.6 shares of the
Corporation's common stock.  Effective September 27, 1994 the Corporation
acquired all of the outstanding common shares of United National
Bancorporation ("United"), a bank holding company headquartered in
Chambersburg, Pennsylvania.  Each of the 769,147 outstanding shares were
exchanged for two shares of the Corporation's common stock.  Effective
December 31, 1993 the Corporation acquired all of the outstanding common
shares of Peoples Bank of Western Pennsylvania, a state chartered bank
headquartered in New Castle, Pennsylvania.  Each of the 375,000 outstanding
shares of common stock were exchanged for two shares of the Corporation's
common stock.  The mergers were accounted for as poolings of interests, and
accordingly, all financial statements were restated as though the mergers
had occurred at the beginning of the earliest period presented.

NOTE 3--Cash and Due From Banks on Demand

Regulations of the Board of Governors of the Federal Reserve System impose
uniform reserve requirements on all depository institutions with transaction
accounts (checking accounts, NOW accounts, etc.).   Reserves are maintained
in the form of vault cash or a noninterest-bearing balance held with the
Federal Reserve Bank.  The subsidiary banks maintained with the Federal
Reserve Bank average balances of $6,827 during 1995 and $6,359 during 1994.

34<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements   
Years Ended December 31, 1995, 1994 and 1993 
(Dollar Amounts in Thousands)

NOTE 4--Securities Available For Sale

Below is an analysis of the amortized cost and approximate fair values of 
securities available for sale at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
                                                      1995                                       1994                
 
                                           Gross      Gross    Approximate            Gross      Gross    Approximate
                               Amortized Unrealized Unrealized    Fair    Amortized Unrealized Unrealized    Fair
                                 Cost      Gains      Losses      Value     Cost      Gains      Losses      Value  
<S>                            <C>        <C>        <C>        <C>        <C>         <C>      <C>        <C>
U.S. Treasury Securities       $ 66,052   $  472     $  (226)   $ 66,298   $116,618    $ 31     $ (5,094)  $111,555

Obligations of U.S.
  Government Corporations
  and Agencies:

  Mortgage Backed Securities     79,540      747        (109)     80,178    265,365     123      (16,581)   248,907

  Other                          67,441      264        (399)     67,306     61,367      40       (3,398)    58,009   

Obligations of States and
  Political Subdivisions            272      -0-         -0-         272        128     -0-          -0-        128

Debt Securities Issued
 by Foreign Governments             710      -0-         -0-         710        -0-     -0-           -0-       -0-

Corporate Securities              2,763        3          (1)      2,765      3,228       5          (15)     3,218

Other Mortgage Backed         
  Securities                      2,429        2          (3)      2,428      7,348       1          (60)     7,289
     Total Debt Securities      219,207    1,488        (738)    219,957    454,054     200      (25,148)   429,106

Equities                         23,719      829        (312)     24,236     14,822     -0-         (739)    14,083    


     Total Securities      
       Available for Sale      $242,926   $2,317     $(1,050)   $244,193   $468,876    $200     $(25,887)  $443,189
</TABLE>

Mortgage backed securities include mortgage backed obligations of the U.S.
Government agencies and corporations, mortgage backed securities issued by
other organizations and other asset backed securities.  These obligations
have contractual maturities ranging from less than one year to 31 years and
have an anticipated average life to maturity ranging from less than one year
to 25 years.  All mortgage backed securities contain a certain amount of
risk related to the uncertainty of prepayments of the underlying mortgages. 
Interest rate changes have a direct impact upon prepayment speeds, therefore
the Corporation uses computer simulation models to test the average life and
yield volatility of all mortgage backed securities under various interest
rate scenarios to insure that volatility falls within acceptable limits.  At
December 31, 1995 and 1994 the Corporation owned no high risk mortgage
backed securities as defined by the Federal Financial Institutions
Examination Council's Supervisory Policy Statement on Securities Activities.

35<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements   
Years Ended December 31, 1995, 1994 and 1993 
(Dollar Amounts in Thousands)

NOTE 4--Securities Available For Sale (Continued)

The amortized cost and estimated market value of debt securities at
December 31, 1995, by contractual maturity, are shown below.  Expected
maturities will differ from contractual maturities because borrowers may
have the right to call or repay obligations with or without call or
prepayment penalties.
  
                                                      Approximate
                                        Amortized         Fair
                                          Cost           Value   
                                                    
Due within 1 year                       $ 37,939       $ 37,907
Due after 1 but within 5 years            96,469         96,613
Due after 5 but within 10 years            2,830          2,831
Due after 10 years                           -0-            -0-
                                         137,238        137,351
Mortgage backed securities                81,969         82,606
     Total debt securities              $219,207       $219,957

Proceeds from the sales of securities available for sale were $76,999 and
$51,427 during 1995 and 1994 respectively.  Gross gains of $136 and $5,610
and gross losses of $739 and $90 were realized on those sales during 1995
and 1994 respectively.

In November of 1995 the Financial Accounting Standards Board issued
implementation guidance for FAS No. 115 which permitted organizations to
reassess the appropriateness of the classifications of all securities
currently held.  During the fourth quarter of 1995 the Corporation
transferred securities with amortized cost of $19,803 from the held to
maturity portfolio to the available for sale portfolio and securities with
an amortized cost of $165,526 from the available for sale portfolio to the
held to maturity portfolio.  Gross unrealized gains of $285 and gross
unrealized losses of $38 related to these transferred securities are
included in securities available for sale at December 31, 1995.  Gross
unrealized gains of $628 and gross unrealized losses of $1,041 related to
these transferred securities are included in securities held to maturity at
December 31, 1995 and will be amortized over the remaining life of the
securities.

36<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements   
Years Ended December 31, 1995, 1994 and 1993 
(Dollar Amounts in Thousands)

NOTE 5--Securities Held to Maturity

Below is an analysis of the amortized cost and approximate fair values of
debt securities held to maturity at December 31:
<TABLE>
<CAPTION> 
                                                          1995                                       1994
 
                                           Gross      Gross    Approximate            Gross      Gross    Approximate
                               Amortized Unrealized Unrealized    Fair    Amortized Unrealized Unrealized    Fair
                                 Cost      Gains      Losses      Value     Cost      Gains      Losses      Value  
<S>                            <C>        <C>         <C>       <C>       <C>          <C>      <C>        <C>
U.S. Treasury Securities       $    -0-   $  -0-      $   -0-   $    -0-  $  4,934     $-0-     $  (41)    $  4,893 

Obligations of U.S.
  Government Corporations
  and Agencies:

  Mortgage Backed Securities    324,355      188       (1,297)   323,246   181,032       36      (13,206)   167,862

  Other                         101,465      288         (689)   101,064   100,047       19       (6,056)    94,010

Obligations of States and
  Political Subdivisions         61,681      754         (241)    62,194    69,658      368       (3,231)    66,795

Debt Securities Issued By        
  Foreign Governments                15      -0-           (1)        14       743      -0-           (4)       739

Corporate Securities              6,196       19           (4)     6,211     6,277        8         (128)     6,157

Other Mortgage Backed                                                       
  Securities                     10,797       47           (5)    10,839     7,807      -0-         (189)     7,618
     Total Debt Securities     $504,509   $1,296      $(2,237)  $503,568  $370,498     $431     $(22,855)  $348,074
</TABLE>
The amortized cost and estimated market value of debt securities at 
December 31, 1995, by contractual maturity, are shown below.  Expected
maturities will differ from contractual maturities because borrowers may
have the right to call or repay obligations with or without call or
prepayment penalties.
  
                                                      Approximate
                                        Amortized        Fair 
                                          Cost           Value   
                                                    
Due within 1 year                       $ 14,288       $ 14,331
Due after 1 but within 5 years           118,113        117,814
Due after 5 but within 10 years           32,452         32,770
Due after 10 years                         4,504          4,568
                                         169,357        169,483
Mortgage backed securities               335,152        334,085
     Total debt securities              $504,509       $503,568

37<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements   
Years Ended December 31, 1995, 1994 and 1993 
(Dollar Amounts in Thousands)

NOTE 5--Securities Held to Maturity (Continued)
 
There were no sales of securities held to maturity in 1995.  Proceeds from
the sales of securities held to maturity were $7,476 in 1994.  Gross gains
of $42 and gross losses of $26 were recognized during 1994.  Most of these
securities were called and sold within three months of the call date.  One
security was sold because of a significant deterioration of the issuer's
creditworthiness.  Proceeds from the sale of securities held to maturity
were $99,479 during 1993.  Gross gains of $3,545 and gross losses of $17
were realized on those sales during 1993.

Securities held to maturity and available for sale with a book value of
$297,540 and $336,273 were pledged at December 31, 1995 and 1994,
respectively, to secure public deposits and for other purposes required or
permitted by law.

NOTE 6--Loans (all domestic)

Loans at year end were divided among these general categories:
 
 
                                                December 31,
                                            1995           1994          
                                                
Commercial, financial,
  agricultural and other                 $  192,530     $  180,373
Real estate loans:
     Construction and land 
       development                           22,969         23,131
     1-4 Family dwellings                   616,661        587,734
     Other real estate loans                293,095        268,417
Loans to individuals for household,
  family and other personal 
  expenditures                              381,729        332,167
Leases, net of unearned income               24,190         30,498 
          Subtotal                        1,531,174      1,422,320
Unearned income                             (43,632)       (44,526)
          Total loans and leases         $1,487,542     $1,377,794 

Most of the Corporation's business activity was with customers located
within Pennsylvania.  The portfolio is well diversified, and as of 
December 31, 1995 and 1994, there were no significant concentrations of
credit.

The Federal Home Loan Bank had a security interest in qualifying
residential mortgage loans with an aggregate estimated fair value of
$15,155 at December 31, 1995 as collateral for short-term borrowings by
the Corporation's banking subsidiaries.

NOTE 7--Reserve for Possible Loan Losses

Description of changes:
                                        1995       1994      1993
                                                       
Reserve balance at January 1          $17,337    $16,483    $15,828
      
Additions:
     Recoveries of previously
       charged off loans                  860      1,134      1,588
     Provision charged to operating
       expense                          4,125      2,896      2,920
Deductions: 
     Loans charged off                  4,170      3,176      3,853
Reserve balance at December 31        $18,152    $17,337    $16,483

38<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements                
Years Ended December 31, 1995, 1994 and 1993 
(Dollar Amounts in Thousands)

NOTE 7--Reserve for Possible Loan Losses (Continued)

As of December 31, 1995, the Corporation had a recorded investment in
impaired loans of $8,222 with an average balance of $8,192 for the year.  An
allocation of the reserve for possible loan losses in the amount of $591
relates to $3,858 of the impaired loans pursuant to FAS No. 118.  Impaired
loans totalling $4,364 have no reserve allocation.  Income recorded on
impaired loans during 1995 was $161.

NOTE 8--Financial Instruments with Off-Balance-Sheet Risk

The Corporation is a party to financial instruments with off-balance-sheet
risk in the normal course of business to meet the financial needs of its
customers.  These financial instruments include commitments to extend
credit, standby letters of credit and commercial letters of credit.  Those
instruments involve, to varying degrees, elements of credit and interest
rate risk in excess of the amount recognized in the balance sheet.  The
contract or notional amount of those instruments reflects the extent of
involvement the Corporation has in particular classes of financial
instruments.  

As of December 31, 1995 and 1994 the Corporation did not own or trade any
other financial instruments with significant off-balance-sheet risk
including derivatives such as futures, forwards, interest rate swaps, option
contracts and the like, although such instruments may be appropriate to use
in the future to manage interest rate risk.

The Corporation's exposure to credit loss in the event of nonperformance by
the other party of the financial instrument for commitments to extend
credit, standby letters of credit and commercial letters of credit written
is represented by the contract or notional amount of those instruments.  The
Corporation uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments.  The
following table identifies the notional amount of those instruments at
December 31, 1995 and 1994.
 
                                                1995         1994
                                                        
Financial instruments whose contract
  amounts represent credit risk:
   Commitments to extend credit               $236,929     $212,751
   Standby letters of credit                  $  8,027     $ 18,505
   Commercial letters of credit               $     55     $     65
 
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. 
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee.  Since many of the commitments are
expected to expire without being drawn upon, the total commitment amounts do
not necessarily represent future cash requirements.  The Corporation
evaluates each customer's creditworthiness on a case-by-case basis.  The
amount of collateral obtained, if deemed necessary by the Corporation upon
extension of credit, is based on management's credit evaluation of the
counter-party.  Collateral held varies but may include accounts receivable,
inventory, property, plant and equipment, and income-producing commercial
properties.

Standby letters of credit and commercial letters of credit written are
conditional commitments issued by the Corporation to guarantee the
performance of a customer to a third party.  Those guarantees are primarily
issued to support public and private borrowing arrangements.  The credit
risk involved in issuing letters of credit is essentially the same as that
involved in extending loan facilities to customers. 


39<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements                
Years Ended December 31, 1995, 1994 and 1993 
(Dollar Amounts in Thousands)

NOTE 9--Premises and Equipment

Premises and equipment are described as follows:
 
                                  Estimated
                                 Useful Life        1995           1994
                                                        
Land                             Indefinite       $ 4,373        $ 4,453
Buildings and improvements      19 - 40 Years      28,781         28,818
Leasehold improvements           5 - 40 Years       4,567          4,429
Furniture and equipment          3 -  7 Years      27,232         24,988
          Subtotal                                 64,953         62,688
Less accumulated depreciation 
  and amortization                                 35,518         33,492

          Total premises and 
            equipment                             $29,435        $29,196
 
Depreciation and amortization related to premises and equipment was $3,536
in 1995, $3,499 and $3,393 in 1994 and 1993, respectively.

In March 1995,  the Financial Accounting Standards Board issued Statement
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of".  This statement requires long-lived assets,
such as premises and equipment to be reviewed for impairment whenever events
or changes in circumstances, such as a significant decrease in the market
value of an asset or change in the extent or manner in which an asset is
used, indicate that the carrying amount of an asset may not be recoverable. 
If there is an indication that the carrying amount of an asset may not be
recoverable, future cash flows expected to result from the use of the asset
are estimated.  If the sum of the expected cash flows is less than the
carrying value of the asset a loss is recognized for the difference between
the carrying value and fair market value of the asset.

The Corporation is required to adopt FAS No. 121 in its fiscal year
beginning January 1, 1996.  Adoption of this statement is not expected to
have a material impact on the Corporation's financial condition or results
of operations.

NOTE 10--Interest-Bearing Deposits      

Components of interest-bearing deposits at December 31 were as follows:
 
                                        1995         1994          
                                              
NOW and Super NOW accounts           $  216,811   $  223,915   
Savings and MMDA accounts               463,492      463,906   
Time deposits                         1,081,518      994,067   
   Total interest-bearing deposits   $1,761,821   $1,681,888   

Included in time deposits at December 31 were certificates of deposit in
denominations of $100 or more maturing as follows:
 
                                       1995         1994
                                               
3 months or less                     $ 40,377     $ 37,968
3 to 6 months                          26,331       10,191
6 to 12 months                         32,357       17,885
Over 12 months                         68,241       61,841
    Total                            $167,306     $127,885
 
Interest expense related to $100 or greater certificates of deposit amounted
to $9,643 in 1995, $6,148 in 1994, and $5,750 in 1993.
40
<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements                
Years Ended December 31, 1995, 1994 and 1993
(Dollar Amounts in Thousands) 

NOTE 11--Short-term Borrowings

Short-term borrowings at December 31 were as follows:
<TABLE>
<CAPTION> 
                                 1995                         1994          
                      Ending   Average  Average    Ending   Average  Average
                      Balance  Balance    Rate     Balance  Balance    Rate 
<S>                  <C>      <C>        <C>      <C>      <C>        <C>
Federal funds          
  purchased          $ 31,235 $ 37,261   6.06%    $ 66,175 $ 54,222   4.39%
Borrowings from 
  FHLB                 12,198   26,369   6.00       66,944   57,488   4.60 
Securities sold      
  under agreements                               
  to repurchase        75,109   69,054   5.29       61,564   49,359   4.18 
Treasury, tax and       
  loan note option      2,232    8,790   5.89        7,023    7,860   3.88 
  
          Total      $120,774 $141,474   5.66%    $201,706 $168,929   4.38%

Maximum total at
 any month-end       $212,342                     $201,706
</TABLE>
Interest expense on short-term borrowings for the years ended December 31 is
detailed below:
  
                                            1995    1994    1993
                                                      
Federal funds purchased                    $2,259  $2,381  $  715
Borrowings from FHLB                        1,583   2,646     753
Securities sold under agreements to 
  repurchase                                3,653   2,062   1,918
Treasury, tax and loan note option            518     305     255
          Total interest on                       
            short-term borrowings          $8,013  $7,394  $3,641
                          
NOTE 12--Long-Term Debt

Long-term debt at December 31, follows:
<TABLE>
<CAPTION>
                                                      1995                      1994 
 
                                              Amount         Rate       Amount         Rate
<S>                                           <C>        <C>            <C>        <C>
Bank subordinated notes due September, 1997   $  716        8.38%       $  716        8.38%
ESOP loan due September, 1997                  1,250     80% of Prime    1,964     80% of Prime
ESOP loan due March, 2001                      1,875        Prime        2,232        Prime
ESOP loan due March, 2004                      1,420        Prime        1,000        Prime
Bank loan due December, 1997                     -0-                     1,500        Prime
Mortgage note due October, 2003                  -0-                       184        6.26%

        Total long-term debt                  $5,261                    $7,596
</TABLE>
At December 31, 1995 the ESOP loan due March, 2004 had an unused line of
credit in the amount of $1,080 which expires in June 1997.  All subordinated
notes are unsecured and equally subordinated in right of payment to
depositors and other creditors.  The notes are redeemable at 102% of
principal until maturity, at the bank's option.  The subordinated notes do
not provide for sinking fund obligations.  Scheduled loan payments and
subordinated note maturities are summarized below:
 
                  1996    1997    1998    1999    2000  Thereafter
                                               
Loan payments    $1,071  $  974   $571    $571    $571     $787
Note maturities     -0-     716    -0-     -0-     -0-      -0-

     Total       $1,071  $1,690   $571    $571    $571     $787

41<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements                
Years Ended December 31, 1995, 1994 and 1993
(Dollar Amounts in Thousands except per share data) 

NOTE 13--Common Share Commitments

At December 31, 1995 the Corporation had 100,000,000 common shares
authorized and 22,371,626 shares outstanding.  Outstanding shares were
reduced by 65,002 shares of treasury stock at December 31, 1995.  The
Corporation may be required to issue additional shares to satisfy common
share purchases related to the employee stock ownership plan described in
NOTE 15.

During 1995 and 1994, 111,522 and 5,900 shares of treasury stock were
acquired at an average price per share of $14.19 and $13.88 respectively,
for the purpose of funding stock options upon exercise.  Treasury shares
consisting of 52,420 were reissued during 1995 upon exercise of various
stock option plans assumed by the Corporation in the merger transactions
with Reliable and United.

In March of 1994, 18,131 shares of treasury stock held by Reliable were
reissued to fund stock options exercised.  The remaining 80,077 treasury
shares held by Reliable were cancelled at the merger date.

NOTE 14--Income Taxes

As discussed in NOTE 1, effective January 1, 1993 the Corporation adopted
FAS No. 109.  The adoption of this statement resulted in a cumulative
benefit of $865 in 1993.  This benefit was primarily due to lower tax rates
in the year that FAS No. 109 was adopted compared to the tax rates in the
prior years when the timing differences were recognized.

The income tax provision consists of:
                                       1995      1994      1993

Current tax provision for income                          
  exclusive of securities 
  transactions:                       
    Federal                           $11,309   $10,599   $11,228 
    State                                  15       455       224 
Securities transactions                  (213)    2,323     1,308 
       Total current tax                                         
              provision                11,111    13,377    12,760 

Deferred tax provision (benefit)          863       849      (316)
       Total tax provision            $11,974   $14,226   $12,444

42<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements                
Years Ended December 31, 1995, 1994 and 1993
(Dollar Amounts in Thousands) 

NOTE 14--Income Taxes (Continued)

Temporary differences between financial statement carrying amounts and tax
bases of assets and liabilities that represent significant portions of the
deferred tax assets (liabilities) at December 31, 1995 and 1994 were as
follows:
                                        1995         1994

Deferred tax assets:
  Reserve for possible loan losses     $ 5,491     $ 4,909    
  Alternative minimum tax
    carryforward                           -0-         591    
  Unrealized loss on securities
    available for sale                     -0-       9,047    
  Other                                    332         352    

Deferred tax liabilities:
  Accumulated accretion
    of bond discount                      (365)       (277)   
  Unrealized gain on securities
    available for sale                    (275)        -0-    
  Lease financing deduction             (2,784)     (3,429)   
  Loan origination fees and costs         (360)       (154)   
  Accumulated depreciation                (333)       (397)   
  Basis difference in assets acquired   (1,635)     (2,065)   
  Other                                   (120)       (167)  

Net deferred tax asset (liability)     $   (49)    $ 8,410

Management does not feel a need to establish a valuation allowance against
the deferred tax asset because of the Corporation's ability to recover these
future deductions through carrybacks.

The total tax provision for financial reporting purposes differs from the
amount computed by applying the statutory income tax rate to income before
income taxes.  The differences are as follows:
<TABLE>
<CAPTION>
                                  1995            1994            1993
 
                                  % of            % of            % of
                                  Pretax          Pretax          Pretax
                          Amount  Income  Amount  Income  Amount  Income
<S>                       <C>      <C>    <C>       <C>   <C>      <C>
Tax at statutory rate     $13,125  35.0   $15,037   35.0  $13,997  35.0
Increase (decrease)               
  resulting from:
    Effect of                    
       nontaxable                   
       interest            (1,408) (3.8)   (1,643)  (3.8)  (1,922) (4.8)
    Merger expenses           -0-   0.0       590    1.4       59   0.1 
    State income taxes         13   0.0       566    1.3      204   0.5 
    Other                     244   0.7      (324)  (0.8)     106   0.3 
        Total tax   
          provision       $11,974  31.9   $14,226   33.1  $12,444  31.1 
</TABLE>
The Corporation has not recognized a deferred tax liability for differences
resulting from the bad debt reserve for tax purposes prior to January 1,
1988 for Reliable Savings Bank, PaSA, its savings bank subsidiary.  Should
amounts previously claimed as bad debt deductions for Reliable be used for
any purpose other than to absorb bad debts or if the separate savings bank
subsidiary is eliminated (which is not currently anticipated), a tax
liability of approximately $1,369 would be incurred, using tax rates in
effect as of December 31, 1995.

43<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements                
Years Ended December 31, 1995, 1994 and 1993
(Dollar Amounts in Thousands) 

NOTE 15--Retirement Plans                 

All employees with at least one year of service are eligible to participate
in the employee stock ownership plan ("ESOP").  Contributions to the plan
are determined by the board of directors, and are based upon a prescribed
percentage of the annual compensation of all participants.  The ESOP
acquired 36,880 shares and 110,225 shares of the Corporation's common stock
in 1995 and 1994, respectively, at a corresponding cost of $500 and $1,730,
which the Corporation borrowed and concurrently loaned these amounts to the
ESOP.  These amounts represent leveraged and unallocated shares, and
accordingly have been recorded as long-term debt and the offset as a
reduction of the common shareholders' equity.  Compensation cost related to
the plan was $1,908 in 1995, $1,070 in 1994 and $622 in 1993.  (See NOTE
16).

The Corporation also has a savings plan pursuant to the provisions of
section 401(k) of the Internal Revenue Code.  Under the terms of the plan,
each participant will receive an automatic employer contribution to the plan
in an amount equal to 3% of compensation.  Each participating employee may
contribute up to 5% of compensation to the plan which is matched by the
employer's contribution equal to 60% of the employee's contribution. 
Beginning January 1, 1996 the employer's matching contribution was increased
to 80% of the employees contribution.  The 401(k) plan expense was $1,294 in
1995, $1,137 in 1994 and $1,181 in 1993.

NOTE 16--Unearned ESOP Shares 

The Corporation had borrowed amounts which were concurrently loaned to the
First Commonwealth Financial Corporation Employee Stock Ownership Plan Trust
("ESOP") on the same terms.  The combined balances of the ESOP related loans
were $4,545 at December 31, 1995 and $5,196 at December 31, 1994.  

The loans have been recorded as long-term debt on the Corporation's
consolidated balance sheets.  A like amount of unearned ESOP shares was
recorded as a reduction of common shareholders' equity.  Unearned ESOP
shares, included as a component of shareholders' equity, represents the
Corporation's prepayment of future compensation expense.  The shares
acquired by the ESOP are held in a suspense account and will be released to
the ESOP for allocation to the plan participants as the loan is reduced. 
Repayment of the loans will occur over a nine year period from contributions
to the ESOP by the Corporation and dividends on unallocated ESOP shares.

For 1995 a total of 103,714 shares were allocated to participants resulting
in 329,068 shares remaining in suspense at December 31, 1995.  Allocated
shares included 84,537 old shares and 19,177 new shares, while the remaining
suspense at December 31, 1995 were 194,459 old shares and 134,609 new
shares.

The fair market value of the 134,609 and 116,906 new shares remaining in
suspense was approximately $2,356 and $1,578 at December 31, 1995 and 1994
respectively.

Interest on ESOP loans was $434 in 1995, $312 in 1994 and $245 in 1993. 
During 1995 dividends on unallocated shares in the amount of $285 were used
for debt service while all dividends on allocated shares were allocated to
the participants.  Dividends on common shares held in the ESOP used for debt
service were $478 in 1994 and $417 in 1993.

44<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements                
Years Ended December 31, 1995, 1994 and 1993
(Dollar Amounts in Thousands) 

NOTE 17--Commitments and Contingent Liabilities

There are 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 any material adverse effect on the
consolidated operations or financial position of the Corporation and its
subsidiaries.

NOTE 18--Related Party Transactions

Some of the Corporation's or its subsidiaries' directors, executive
officers, principal shareholders and their related interests, had
transactions with the subsidiary banks in the ordinary course of business. 
All loans and commitments to loans in such transactions were made on
substantially the same terms, including collateral and interest rates, as
those prevailing at the time for comparable transactions.  In the opinion of
management, these transactions do not involve more than the normal risk of
collectibility nor do they present other unfavorable features.  It is
anticipated that further such extensions of credit will be made in the
future.

The following is an analysis of loans to those parties whose aggregate loan
balances exceeded $60 during 1995.

Balances December 31, 1994              $24,345
Advances                                 13,285               
Repayments                              (17,618)
Other                                   (10,727)
Balances December 31, 1995              $ 9,285 

"Other" primarily reflects the change in those classified as a "related
party" as a result of mergers, resignations and retirements.  During 1995
the most significant portion of "other" resulted from the merger of eight
commercial bank subsidiaries described in NOTE 1 thereby reducing the number
of persons classified as a related party.  Also included in "other" are two
loans to a director which were included in the December 31, 1994 balances
and which were past due and carried on a nonaccrual status during 1994 and
1995 due to cashflow deficiencies.  The original loans were made on
substantially the same terms as those prevailing at the time for comparable
transactions.  These loans remain outstanding at December 31, 1995 but are
no longer classified as related party loans as a result of the director's
resignation in March, 1995.

NOTE 19--Regulatory Restrictions

The amount of funds available to the parent from its subsidiary banks is
limited by restrictions imposed on all financial institutions by banking
regulators.  During 1995, dividends from subsidiary banks were restricted
not to exceed $69,879.  These restrictions have not had, and are not
expected to have, a significant impact on the Corporation's ability to meet
its cash obligations.  

The Corporation is subject to capital adequacy guidelines of various federal
regulatory agencies.  At December 31, 1995 the Corporation and its banking
subsidiaries are considered well capitalized as defined by the Federal
Deposit Insurance Corporation Improvement Act of 1991.

45<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements                
Years Ended December 31, 1995, 1994 and 1993
(Dollar Amounts in Thousands) 

NOTE 20--Jointly-Owned Company 

Investment in Commonwealth Trust Credit Life Insurance Company
("Commonwealth Trust"), a jointly-owned credit life reinsurance company in
which the Corporation has a 50% interest in the voting common stock, is
carried at cost, adjusted for the Corporation's proportionate share of the
earnings.  Dividends, if any, reduce the basis of the investment.

Commonwealth Trust has been in operation since June of 1989.  The
Corporation's net investment in Commonwealth Trust at December 31, 1995 was
$1,768 and income from its investment was $322 during 1995.

NOTE 21--Condensed Financial Information of First Commonwealth Financial
Corporation (parent company only)

Balance Sheets
 
                                                 December 31,
                                              1995         1994
                                                      
Assets                                                       
Cash                                        $  7,730     $  2,120
Securities available for sale                  3,918          -0-
Loans and receivables from   
 affiliates                                      518          275
Investment in subsidiaries                   239,834      224,522
Investment in jointly-owned company            1,768        1,446
Premises and equipment                         2,835        2,283
Dividends receivable from subsidiaries         4,443        4,638
Other assets                                   1,164        1,575

     Total assets                           $262,210     $236,859
            

Liabilities and Shareholders' Equity                       
Accrued expenses and other liabilities      $  1,362     $  1,439
Dividends payable                              4,027        3,589
Loans payable                                  4,545        6,696
Shareholders' equity                         252,276      225,135
     Total liabilities and      
      shareholders' equity                  $262,210     $236,859


Statements of Income

                                      Years Ended December 31,
 
                                     1995       1994       1993
                                                    
Interest and dividends             $    53    $   -0-    $   -0-    
Dividends from subsidiaries         31,194     17,260     13,490
Operating expenses                  (8,929)    (7,561)    (5,598)

Income before taxes and equity
  in undistributed earnings of
  subsidiaries                      22,318      9,699      7,892
Applicable income tax benefits       2,781      2,673      1,782
Income before equity in 
  undistributed earnings of
  subsidiaries                      25,099     12,372      9,674
Equity in undistributed
  earnings of subsidiaries             427     16,364     18,736

    Net income                     $25,526    $28,736    $28,410  

46<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements                
Years Ended December 31, 1995, 1994 and 1993 
(Dollar Amounts in Thousands)

NOTE 21--Condensed Financial Information of First Commonwealth Financial
Corporation (parent company only) (Continued)

Statements of Cash Flows

                                            Years Ended December 31,
 
                                         1995        1994        1993
                                                         
Operating Activities                                
  Net income                          $ 25,526   $ 28,736    $ 28,410
  Adjustments to reconcile
    net income to net cash
    provided by operating
    activities:
      Depreciation and                                              
        amortization                     1,223      1,001       1,190
      Increase in prepaid 
        income taxes                      (156)      (112)       (262)
      Undistributed equity in                                     
        subsidiaries                      (427)   (16,364)    (18,736)
      Other - net                          224       (935)        (11)

       Net cash provided by                              
         operating activities           26,390     12,326      10,591 
 
Investing Activities
  Purchases of securities 
    available for sale                  (2,133)        -0-        -0-
  Net change in loans to 
    affiliated parties                    (281)        -0-         -0- 
  Purchases of premises and                                   
    equipment                             (931)    (1,372)       (499) 
  Acquisition and additional 
    investment in subsidiary,
      net of cash received                 -0-        186      (1,000) 
       Net cash used by                                        
         investing activities           (3,345)    (1,186)     (1,499)

Financing Activities
  Repayment of long-term     
    debt                                (1,500)      (500)       (500)
  Tax benefit of ESOP dividend             -0-         81          84
  Discount on dividend reinvestment 
    plan purchases                        (342)      (212)       (159)
  Treasury stock acquired               (1,583)       (82)        -0- 
  Treasury stock reissued                  316        -0-         -0-
  Cash dividends paid                  (14,326)   (10,878)     (8,571)
     Net cash used by
         financing activities          (17,435)   (11,591)     (9,146)

Net increase (decrease) in cash          5,610       (451)        (54)
Cash at beginning of year                2,120      2,571       2,625 

Cash at end of year                   $  7,730   $  2,120    $  2,571 

47<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements                
Years Ended December 31, 1995, 1994 and 1993 
(Dollar Amounts in Thousands)

NOTE 21--Condensed Financial Information of First Commonwealth Financial
Corporation (parent company only) (Continued)

Supplemental schedule of noncash investing and financing activities

The Corporation borrowed $500 in 1995, $1,730 in 1994 and $250 in 1993 and
concurrently loaned these amounts to the ESOP on identical terms.  The loans
were recorded as long-term debt and the offset was recorded as a reduction
of the common shareholders' equity.  Loan payments in the amount of $1,151
in 1995, $983 in 1994 and $714 in 1993 were made by the ESOP thereby
reducing the outstanding amount related to unearned ESOP shares to $4,545 at
December 31, 1995.

Dividends from subsidiaries for 1995 include a special dividend in the
amount of $13,674 received from Reliable Financial Corporation, a wholly-
owned subsidiary.  After distribution of the special dividend, which was
within guidelines established by the banking regulators, Reliable remained
classified as a well capitalized institution.  Included in this special
dividend was a dividend-in-kind in the amount of $1,259 which was received
in the form of securities available for sale.  This amount was recorded as a
reduction of investment in subsidiary and is included in securities
available for sale at December 31, 1995.  

NOTE 22--Fair Values of Financial Instruments

Below are various estimated fair values at December 31, 1995 and 1994, as
required by Statement of Financial Accounting Standards No. 107 ("FAS No.
107").  Such information, which pertains to the Corporation's financial
instruments, is based on the requirements set forth in FAS No. 107 and does
not purport to represent the aggregate net fair value of the Corporation. 
It is the Corporation's general practice and intent to hold its financial
instruments to maturity, except for certain securities designated as
securities available for sale, and not to engage in trading activities. Many
of the financial instruments lack an available trading market, as
characterized by a willing buyer and seller engaging in an exchange
transaction.  Therefore, the Corporation had to use significant estimations
and present value calculations to prepare this disclosure.

Changes in the assumptions or methodologies used to estimate fair values may
materially affect the estimated amounts.  Also, management is concerned that
there may not be reasonable comparability between institutions due to the
wide range of permitted assumptions and the methodologies in absence of
active markets.  This lack of uniformity gives rise to a high degree of
subjectivity in estimating financial instrument fair values.

The following methods and assumptions were used by the Corporation in
estimating financial instrument fair values:

Cash and short-term instruments:  The balance sheet carrying amounts for
cash and short-term instruments approximate the estimated fair values of
such assets.

Securities:  Fair values for securities held to maturity and securities
available for sale are based on quoted market prices, if available.  If
quoted market prices are not available, fair values are based on quoted
market prices of comparable instruments.  The carrying value of
nonmarketable equity securities, such as Federal Reserve Bank stock and
Federal Home Loan Bank stock, is considered a reasonable estimate of fair
value.
  
48<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements  
Years Ended December 31, 1995, 1994 and 1993       
(Dollar Amounts in Thousands)  

NOTE 22--Fair Values of Financial Instruments (Continued)

Loans receivable:  Fair values of variable rate loans subject to frequent
repricing and which entail no significant credit risk are based on the
carrying values.  The estimated fair values of other loans are estimated by
discounting the future cash flows using interest rates currently offered for
loans with similar terms to borrowers of similar credit quality.  The
carrying amount of accrued interest is considered a reasonable estimate of
fair value.

Off-balance-sheet instruments:  Many of the Corporation's off-balance-sheet
instruments, primarily loan commitments and standby letters of credit, are
expected to expire without being drawn upon, therefore the commitment
amounts do not necessarily represent future cash requirements.  Management
has determined that due to the uncertainties of cash flows and difficulty in
predicting the timing of such cash flows, fair values were not estimated for
these instruments.

Deposit liabilities:  For deposits which are payable on demand at the
reporting date, representing all deposits other than time deposits,
management estimates that the carrying value of such deposits is a
reasonable estimate of fair value.  The carrying amounts of variable rate
time deposit accounts and certificates of deposit approximate their fair
values at the report date.  Fair values of fixed rate time deposits are
estimated by discounting the future cash flows using interest rates
currently being offered and a schedule of aggregated expected maturities. 
The carrying amount of accrued interest approximates its fair value.

Short-term borrowings:  The carrying amounts of short-term borrowings such
as Federal funds purchased, securities sold under agreements to repurchase,
borrowings from the Federal Home Loan Bank and treasury, tax and loan notes
approximate their fair values.

Long-term debt:  The carrying amounts of variable rate debt approximate
their fair values at the report date.  Fair values of fixed rate debt are
estimated by discounting the future cash flows using the Corporation's
estimated incremental borrowing rate for similar types of borrowing
arrangements.

The following table presents carrying amounts and estimated fair values of
the Corporation's financial instruments at December 31, 1995 and 1994.

                                            1995                 1994       
                                              Estimated            Estimated
                                     Carrying   Fair      Carrying   Fair
                                      Amount    Value      Amount    Value  

Financial assets
  Cash and due from banks          $   62,381 $  62,381  $  66,055 $  66,055
  Interest-bearing deposits with     
    banks                               8,288     8,288     13,686    13,686
  Federal funds sold                    4,800     4,800        -0-       -0-
  Securities available for sale       244,193   244,193    443,189   443,189
  Investments held to maturity        504,509   503,568    370,498   348,074
  Loans, net of reserve             1,469,390 1,509,057  1,360,457 1,377,391

Financial liabilities
  Deposits                          1,962,760 1,972,313  1,881,060 1,868,375
  Short-term borrowings               120,774   120,774    201,706   201,706
  Long-term debt                        5,261     5,296      7,596     7,619


49  <PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Shareholders
First Commonwealth Financial Corporation


We have audited the consolidated balance sheets of First Commonwealth
Financial Corporation and subsidiaries as of December 31, 1995 and 1994, and
the related consolidated statements of income, changes in shareholders'
equity and cash flows for each of the two years in the period then ended. 
These financial statements are the responsibility of the Corporation's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.  The financial statements of First
Commonwealth Financial Corporation and subsidiaries for the year ended
December 31, 1993, were audited by other auditors whose report dated March
2, 1994, expressed an unqualified opinion on those statements prior to
restatement for the transactions accounted for as poolings of interests as
described in Note 2 to the financial statements.

The consolidated financial statements for the year ended December 31, 1993
have been restated to reflect the poolings of interests with Reliable
Financial Corporation and United National Bancorporation as described in
Note 2 to the consolidated financial statements.  We have audited the
combination of the accompanying consolidated financial statements for 1993
after restatement for the 1994 poolings of interests.  In our opinion, such
consolidated statements have been properly combined on the basis described
in Note 2.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the 1995 and 1994 financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of First Commonwealth Financial Corporation and subsidiaries as of
December 31, 1995 and 1994, and the consolidated results of their operations
and their cash flows for each of the two years in the period then ended in
conformity with generally accepted accounting principles.

As discussed in Notes 1 and 14, to the consolidated financial statements,
the Corporation changed its method of accounting for investments and income
taxes during 1993.



                                                  /S/GRANT THORNTON LLP  

Pittsburgh, Pennsylvania
January 25, 1996

50<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

INDEPENDENT AUDITOR'S REPORT


Board of Directors and Shareholders of
First Commonwealth Financial Corporation
Indiana, Pennsylvania


We have audited the consolidated balance sheet of First Commonwealth
Financial Corporation and subsidiaries as of December 31, 1993, and the
related consolidated statements of income, changes in shareholders' equity
and cash flows for the year then ended prior to restatement for the
transactions accounted for as poolings of interests.  These consolidated
financial statements are the responsibility of the Corporation's management. 
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.  

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of First
Commonwealth Financial Corporation and subsidiaries as of December 31, 1993,
and the results of their operations and cash flows for the year then ended
prior to restatement for the transactions accounted for as poolings of
interests, in conformity with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the
Corporation changed its method of accounting for income taxes and
investments.



                                                  /S/JARRETT STOKES & KELLY

Indiana, Pennsylvania
March 2, 1994

51





<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 8.  Financial Statements and Supplementary Data

Quarterly Summary of Financial Data - Unaudited 
(Dollar Amounts in Thousands, except per share data) 

The unaudited quarterly results of operations for the years ended 
December 31, 1995 and 1994 are as follows.  All amounts have been restated
to reflect poolings of interests.
<TABLE>
<CAPTION>
                                                                1995
 
                                                First    Second     Third    Fourth
                                               Quarter   Quarter   Quarter   Quarter
<S>                                            <C>       <C>       <C>       <C>
Interest income..............................  $42,918   $43,819   $44,244   $44,720
Interest expense.............................   19,948    20,665    20,594    21,211

     Net interest income.....................   22,970    23,154    23,650    23,509
Provision for possible loan losses...........      793       837       815     1,680

Net interest income after provision for
  possible loan losses.......................   22,177    22,317    22,835    21,829

Securities gains (losses)....................       24      (628)      -0-         1
Other operating income.......................    2,517     2,909     2,730     2,851
Other operating expenses.....................   15,417    15,705    14,381    16,559

     Income before taxes.....................    9,301     8,893    11,184     8,122
Applicable income taxes......................    3,011     2,898     3,729     2,336

     Net income..............................  $ 6,290   $ 5,995   $ 7,455   $ 5,786

Earnings per share...........................  $  0.29   $  0.27   $  0.34   $  0.26 
</TABLE>
<TABLE>
<CAPTION>
                                                                1994
 
                                                First    Second     Third    Fourth
                                               Quarter   Quarter   Quarter   Quarter
<S>                                            <C>       <C>       <C>       <C>
Interest income..............................  $37,825   $39,091   $40,675   $42,053
Interest expense.............................   16,417    16,657    17,444    18,584

     Net interest income.....................   21,408    22,434    23,231    23,469
Provision for possible loan losses...........      688       722       766       720

Net interest income after provision for
  possible loan losses.......................   20,720    21,712    22,465    22,749

Securities gains (losses)....................      466     1,333       (71)    3,808
Other operating income.......................    2,867     2,617     2,683     2,468
Other operating expenses.....................   14,991    15,309    15,737    14,818

     Income before taxes.....................    9,062    10,353     9,340    14,207
Applicable income taxes......................    2,863     3,553     2,999     4,811

     Net income..............................  $ 6,199   $ 6,800   $ 6,341   $ 9,396

Earnings per share...........................  $  0.28   $  0.30   $  0.28   $  0.42 
</TABLE>

  52


<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION

ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
         DISCLOSURE
         None.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE
          REGISTRANT
          Information appearing in the definitive Proxy Statement related to
          the annual meeting of security holders to be held April 20, 1996
          is incorporated herein by reference in response to the listing of
          directors.

The table below lists the current executive officers of the Corporation.

Name                      Age      Positions Held During the Past Five Years

E. James Trimarchi        73       Chairman of the Board of the Corporation,
                                   Chairman of the Board of FCTC, CSC, and
                                   FCB; Director of NBOC, CTCLIC, and New
                                   Mexico Banquest Investors Corp.; Former
                                   President and Chief Executive Officer of
                                   the Corporation

Joseph E. O'Dell          50       President and Chief Executive Officer of
                                   the Corporation, President and Chief 
                                   Executive Officer of FCB, Director of
                                   FCB and FCTC, Vice Chairman of the Board
                                   of CSC; Former Senior Executive Vice
                                   President and Chief Operating Officer of
                                   the Corporation
                      
Gerard M. Thomchick       40       Senior Executive Vice President and Chief
                                   Operating Officer of the Corporation;
                                   President, Chief Executive Officer and
                                   Director of CTCLIC; Director of FCB,
                                   Unitas and FCTC

David R. Tomb, Jr.        64       Senior Vice President, Secretary and
                                   Treasurer of the Corporation; Secretary
                                   and Cashier of FCB; Director of NBOC,
                                   PBWPA, FCB, CSC, FCTC and CTCLIC

John J. Dolan             39       Senior Vice President, Comptroller and
                                   Chief Financial Officer of the
                                   Corporation; Comptroller and Chief
                                   Financial Officer of FCB; Chief Financial
                                   Officer, Comptroller of CTCLIC;,
                                   Treasurer and Assistant Secretary of
                                   FCTC; Director of Peoples

George E. Dash            45       Senior Vice President, Sales and
                                   Marketing of the Corporation; Director of
                                   Central 
 
Johnston A. Glass         46       President of NBOC, Director of the
                                   Corporation

William R. Jarrett        61       Senior Vice President of the Corporation,
                                   Director of PBWPA and RSB, Former
                                   managing partner of Jarrett Stokes & Co.
                                   Certified Public Accountants, until his
                                   employment by the Corporation on 
                                   April 15, 1994.

R. John Previte           46       Senior Vice President, Investments of the
                                   Corporation; Director of Cenwest

53<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE
          REGISTRANT (Continued)

Each of the officers identified above has held the position indicated above
or other executive positions with the same entity (or a subsidiary thereof)
for at least the past five years except where noted.

Executive officers of the Corporation serve at the pleasure of the Board of
Directors of the Corporation and for a term of office extending through the
election and qualification of their successors.

ITEM 11 - MANAGEMENT RENUMERATION
          Information appearing in the definitive Proxy Statement related to
          the annual meeting of security holders to be held April 20, 1996
          is incorporated herein by reference in response to this item.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT
          Information appearing in the definitive Proxy Statement related to
          the annual meeting of security holders to be held April 20, 1996
          is incorporated herein by reference in response to this item.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          Information appearing in the definitive Proxy Statement related to
          the annual meeting of security holders to be held April 20, 1996
          is incorporated herein by reference in response to this item.

54<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION

PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND
          REPORTS ON FORM 8-K

  (A)     Documents Filed as Part of this Report

          1)  Financial Statements
              All financial statements of the registrant as set forth under
              Item 8 of this Report on Form 10-K.

          2)  Financial Statement Schedules

              Schedule    
              Number       Description                                 Page
 
                I          Indebtedness to Related Parties              N/A
               II          Guarantees of Securities of Other Issuers    N/A


                                                      Page Number or
              Exhibit                                 Incorporated by
          3)  Number      Description                   Reference to  
  
               3.1     Articles of Incorporation  Exhibit 3(i) to the
                                                  Corporation's quarterly
                                                  report on Form 10Q for the
                                                  quarter ended March 31,
                                                  1994

               3.2     By-Laws of Registrant      Exhibit 3.2 to Form S-4
                                                  filed October 15, 1993

              10.1     Employment Contract        Exhibit 10.2 to Form S-4
                       Sumner E. Brumbaugh        Filed October 15, 1993

              10.2     Employment Contract        Exhibit 10.3 to Form S-4
                       Robert F. Koslow           filed October 15, 1993

              10.3     Employment Contract        Exhibit 10.4 to Form S-4
                       Robert C. Williams         filed June 17, 1994

              10.4     Change in Control Agreement 
                       dated October 27, 1995
                       Joseph E. O'Dell

              10.5     Change in Control Agreement 
                       dated October 27, 1995
                       Gerard M. Thomchick

              10.6     Change in Control Agreement 
                       dated October 30, 1995, entered
                       into between First Commonwealth 
                       Financial Corporation and 
                       John J. Dolan, together with a
                       schedule listing substantially 
                       identical Change in Control 
                       Agreements with the following 
                       individuals: George E. Dash, 
                       William R. Jarrett, R. John Previte,
                       Kenneth D. Brougher, David L. Dawson, 
                       Johnston A. Glass, Rosemary Krolick, 
                       William Miksich, Domenic P. Rocco, 
                       Timothy P. Sissler, Ronald R. Stacy, 
                       Robert C. Wagner and C. Dean Wingard.

              21.1     Subsidiaries of the                 
                       Registrant
55<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION

ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND
          REPORTS ON FORM 8-K

PART IV (Continued)

              23.1     Consent of Grant Thornton LLP        
                       Certified Public Accountants

              23.2     Consent of Jarrett Stokes & Kelly        
                       Certified Public Accountants
 
              24.1     Power of Attorney      
  
  (B)     Report on Form 8-K    
          (1) Form 8-K dated December 27, 1995 reporting the Corporation's
              intent to buy back shares of its common stock to be used to
              cover outstanding stock options.  
56<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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, in Indiana,
Pennsylvania, on the 21st day of March 1996.

                     FIRST COMMONWEALTH FINANCIAL CORPORATION
                     (Registrant)




                     /S/JOSEPH E. O'DELL                      
                     Joseph E. O'Dell, President and Chief Executive Officer

57