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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  Form 10-K/A

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

                  For the fiscal year ended December 31, 1998

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

                         Commission file number 0-27064

                            First Commonwealth, Inc.
             (Exact name of registrant as specified in its charter)

         Delaware                                 75 - 2154228
(State or other jurisdiction           (I.R.S. employer identification number)
of incorporation or organization)

                     444 N. Wells St., Suite 600, Chicago,
                    IL 60610 (Address of principal executive
                          offices, including zip code)

                                 (312) 644-1800
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

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

               Common Stock, par value $.001 per share, including
                   associated Preferred Stock Purchase Rights
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   YES   X        NO
                                         -----         -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 26, 1999 was approximately $30 million, based on the
closing price of $12.50 of the registrant's common stock on the Nasdaq National
Market. This calculation does not reflect a determination that persons are
affiliates for any other purposes.

Number of shares of common stock outstanding as of February 26, 1999:  3,727,025

                      Documents Incorporated by Reference:

Part III - Portions of the registrant's definitive proxy statement to be
distributed in conjunction with registrant's annual stockholders' meeting to be
held in 1999 (the "Proxy Statement"), as indicated herein.

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The Registrant hereby amends Item 6 in its entirety as follows:

Item 6.  Selected Financial Data

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

         The selected consolidated statement of income data and balance sheet
data as of, and for, the years ended December 31, 1998, 1997 and 1996 are
derived from, and are qualified by reference to, the consolidated financial
statements of the Company audited by Arthur Andersen LLP, independent public
accountants, appearing elsewhere herein. The selected consolidated statement of
income data and balance sheet data as of, and for, the years ended December 31,
1995 and 1994 are derived from audited financial statements of the Company not
included herein. The selected consolidated financial information set forth below
should be read in conjunction with "Management's Discussion and Analysis of
Results of Operations and Financial Condition" and the Company's consolidated
financial statements and related notes appearing elsewhere herein. The selected
operating data has been derived from the accounting records of the Company and
has not been audited.

<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                                     -----------------------
                                                          1998        1997      1996(3)      1995       1994
                                                          ----        ----      -------      ----       ----
                                                        (in thousands, except for per share and operating data)
<S>                                                      <C>         <C>        <C>        <C>        <C>
Consolidated Statement of Income Data:
Subscriber revenue..........................             $ 64,170    $ 56,594   $ 44,099   $  33,315  $  22,077
Benefit coverage expenses...................               42,731      37,932     27,873      20,286     12,321
                                                       ----------  ---------- ----------  ---------- ----------
Gross margin................................               21,439      18,662     16,226      13,029      9,756
Selling, general and administrative expense                15,496      13,550     12,273       9,883      7,458
                                                       ----------  ---------- ----------  ---------- ----------
Operating income............................                5,943       5,112      3,953       3,146      2,298
Interest income, net........................                  693         495       642          194         59
                                                       ----------  ---------- ----------  ---------- ----------
Income before income taxes..................                6,636       5,607      4,595       3,340      2,357
Provision for income taxes..................                2,645       2,284      1,864       1,336      1,009
                                                       ----------  ---------- ----------  ---------- ----------
Net income..................................             $  3,991    $  3,323   $  2,731   $   2,004  $   1,348
                                                       ==========  ========== ==========  ========== ==========

Basic earnings per share (1)................             $   1.10    $   0.92   $   0.79   $    0.69  $    0.48
                                                       ==========  ========== ==========  ========== ==========

Diluted earnings per share (1)..............             $   1.07    $   0.89   $   0.76   $    0.67  $    0.47
                                                       ==========  ========== ==========  ========== ==========

Selected Operating Data:
Members at end of period:
  Managed Care..............................              482,200     450,400    341,600     265,800    215,700
  Indemnity/PPO.............................               75,600      65,300     56,200      36,700     11,600
  Fee Income (2)............................               87,100      76,600     34,000       6,100         NC
                                                       ----------  ---------- ----------  ---------- ----------
    Total Members...........................              644,900     592,300    431,800     308,600    227,300

Consolidated Balance Sheet Data (at end of period):
Total current assets........................             $ 20,252    $ 16,554   $ 21,023   $  16,889  $   5,716
Total assets................................               38,076      31,895     34,454      19,111      7,217
Total current liabilities...................               10,181       8,325     14,331       7,280      3,977
Total liabilities...........................               10,357       8,573     14,498       7,405      4,077
Preferred stock.............................                   --          --         --          --        892
Stockholders' equity........................               27,719      23,323     19,956      11,706      2,248
</TABLE>

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(1)      Earnings per share reflects the conversion of all outstanding shares
         of Series B Preferred Stock upon the consummation of initial public
         offering in November 1995.

(2)      1994 members are not comparable.

(3)      Reflects results of the acquisition of Smileage Dental Services, Inc.
         from July 18, 1996. Balance sheet data (but not income or operating
         data) as of December 31, 1996 includes amounts relating to Champion
         Dental Services, Inc., which was acquired as of December 31, 1996.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, this Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  May 24, 1999                    FIRST COMMONWEALTH, INC

                                       By:  /s/ Christopher C. Multhauf
                                            Christopher C. Multhauf
                                            Chairman of the Board of Directors
                                            and Chief Executive Officer


                        POWER OF ATTORNEY AND SIGNATURES

Each of the undersigned officers and directors of First Commonwealth, Inc.
hereby severally constitutes and appoints Christopher C. Multhauf, David W.
Mulligan and Scott B. Sanders, and each of them singly, our true and lawful
attorneys, with full power to them and each of them singly, to sign for us in
our names in the capacities indicated below, all amendments to this Annual
Report on Form 10-K, and generally to do all things in our names and on our
behalf in such capacities to enable First Commonwealth, Inc. to comply with the
provisions of the Securities Act of 1934, as amended, and all requirements of
the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 24th day of May, 1999.

<TABLE>
<CAPTION>
         Name                                                    Capacity
         ----                                                    --------
<S>                                         <C>
/s/ Christopher C. Multhauf                 Chairman of the Board of Directors and Chief Executive Officer
--------------------------------            (principal executive officer)
Christopher C. Multhauf


/s/ David W. Mulligan*                      Director, President, Secretary and Chief Operating Officer
--------------------------------
David W. Mulligan


/s/ Scott B. Sanders*                       Chief Financial Officer and Treasurer (principal financial and
--------------------------------            accounting officer)
Scott B. Sanders


/s/ Richard M. Burdge, Sr.*                 Director
--------------------------------
Richard M. Burdge, Sr.


/s/ William J. McBride*                     Director
--------------------------------
William J. McBride


/s/ Jackson W. Smart, Jr.*                  Director
--------------------------------
Jackson W. Smart, Jr.

*By: /s/ Christopher C. Multhauf
     ---------------------------
     Christopher C. Multhauf
     Attorney-In-Fact
</TABLE>