<PAGE>

                                 FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
 
                          WASHINGTON, D.C  20549


For the Quarter ended September 30, 1994     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


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.


       CLASS                             OUTSTANDING AT November 1, 1994
Common Stock, $1 Par Value                       22,436,587 Shares
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         FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
                      PART I - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

          Included in Part I of this report:                  PAGE

          First Commonwealth Financial Corporation and 
            Subsidiaries Consolidated Balance Sheets . . . . .  3
            Consolidated Statements of Income. . . . . . . . .  4
            Consolidated Statements of Changes in  
              Shareholders' Equity . . . . . . . . . . . . . .  5
            Consolidated Statements of Cash Flows. . . . . . .  6
               
            Notes to Consolidated Financial Statements . . . .  7


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS  . . . . . . . . 10

  

                        PART II - OTHER INFORMATION

Other Information . . . . . . . . .  . . . . . . . . . . . . . 20

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

                                             September 30,    December 31,
                                                  1994            1993    

ASSETS
     Cash and due from banks..............    $   66,156       $   55,767
     Interest-bearing bank deposits.......         9,352           20,534
     Federal funds sold...................         4,750            1,600
     Securities available for sale........       468,041          465,224

     Investment securities (Market Value
       $364,531 in 1994 and
       $451,421 in 1993)..................       380,603          443,942

     Loans (all domestic).................     1,377,060        1,248,934
       Less unearned income...............        43,024           37,825
       Less reserve for possible loan losses      17,324           16,483 
          Net loans.......................     1,316,712        1,194,626

     Property and equipment...............        27,868           27,000
     Other real estate owned..............         2,903            5,590
     Other assets.........................        48,931           38,553 

          TOTAL ASSETS....................    $2,325,316       $2,252,836 


LIABILITIES AND SHAREHOLDERS' EQUITY
     Deposits (all domestic):
       Noninterest-bearing................    $  202,374       $  181,024
       Interest-bearing...................     1,691,841        1,641,061 
          Total deposits..................     1,894,215        1,822,085

     Short-term borrowings................       176,405          176,184
     Other liabilities....................        20,426           18,294
     Long-term debt.......................         7,368            7,363  

          Total liabilities...............     2,098,414        2,023,926 

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 and
       22,436,586 and 22,516,705 shares 
       issued and outstanding in 1994 and 
       1993, respectively.................        22,437           22,517
     Additional paid-in capital...........        78,015           79,094
     Retained earnings....................       140,927          131,380
     Unrealized gain (loss) on securities
       available for sale.................       (10,013)           1,584 
     Treasury stock (98,208 shares at 
       December 31, 1993).................           -0-           (1,216)
     Deferred compensation................        (4,464)          (4,449)
       Total shareholders' equity.........       226,902          228,910 

          TOTAL LIABILITIES AND
            SHAREHOLDERS' EQUITY..........    $2,325,316       $2,252,836 



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

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

                                       For the Quarter      For the 9 Months 
                                      Ended September 30,  Ended September 30,
                                        1994       1993     1994       1993
                                                          
Interest Income
  Interest and fees on loans........   $28,226   $26,058   $80,486   $79,391
  Interest and dividends on investments:
    Taxable interest................    11,137    10,602    33,133    32,239
    Interest exempt from federal
     income taxes...................       835     1,070     2,644     2,707
    Dividends.......................       255       219       787       624
  Interest on federal funds sold....        80        75       114       248
  Interest on bank deposits.........       142       268       427     1,104
     Total Interest Income..........    40,675    38,292   117,591   116,313

Interest Expense
  Interest on deposits..............    15,473    15,652    45,021    47,712
  Interest on short-term borrowings.     1,834       849     5,124     2,459
  Interest on long-term debt........       137       113       373       341
     Total Interest Expense.........    17,444    16,614    50,518    50,512

Net interest income.................    23,231    21,678    67,073    65,801
  Provision for possible loan losses       766       659     2,176     2,021

Net interest income after provision
  for possible loan losses..........    22,465    21,019    64,897    63,780

Other Income
  Security gains (losses)...........       (71)      666     1,728     2,417
  Trust income......................       537       589     1,725     1,821
  Service charges on deposits.......     1,383     1,450     3,988     3,875
  Other income......................       763       573     2,454     2,437
     Total Other Income.............     2,612     3,278     9,895    10,550

Other Expenses
  Salaries and employee benefits....     7,485     7,272    22,555    21,764
  Net occupancy expense.............     1,034     1,039     3,255     3,181
  Furniture and equipment expense...       951       888     2,910     2,734
  FDIC expense......................     1,046     1,014     3,105     3,029
  Other operating expenses..........     5,221     4,473    14,212    13,572
     Total Other Expenses...........    15,737    14,686    46,037    44,280

Income before taxes and cumulative
  effect of change in accounting
  method............................     9,340     9,611    28,755    30,050
  Applicable income taxes...........     2,999     3,172     9,415     9,362
Net income before cumulative effect of
  change of accounting method.......     6,341     6,439    19,340    20,688
Cumulative effect of change in       
  accounting method.................       -0-       -0-       -0-       500
Net Income..........................   $ 6,341   $ 6,439   $19,340   $21,188

Per Share Data:

  Net income before effect of change
    in accounting method............    $0.28     $0.29    $0.86     $0.92
  Cumulative effect of change in 
    accounting method...............     0.00      0.00     0.00      0.02
  Net income........................     0.28      0.29     0.86      0.94
  Cash dividends per share..........     0.140     0.125    0.420     0.375

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

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

<TABLE>
<CAPTION>
                                                             Unrealized
                                                             Gain (loss)
                                        Additional          on Securities                        Total
                                Common  Paid-in    Retained   Available   Deferred     Treasury  Shareholders'
                                Stock    Capital   Earnings   For Sale    Compensation 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-    21,188        -0-          -0-        -0-       21,188

  Cash dividends declared.......    -0-       -0-    (8,071)       -0-          -0-        -0-       (8,071)

  Increase in unrealized loss on 
    equity securities...........    -0-       -0-       -0-        -0-          -0-        -0-          -0-

  Tax benefit on ESOP dividends.    -0-       -0-       -0-        -0-          -0-        -0-          -0-

  Decrease in deferred 
    compensation................    -0-       -0-       -0-        -0-          535        -0-          535
 
  Discount on dividend reinvestment
    plan purchases..............    -0-      (123)      -0-        -0-          -0-        -0-         (123)

  Treasury stock acquired.......    -0-       -0-       -0-        -0-          -0-       (973)        (973)

  Treasury stock reissued.......    -0-       -0-       (91)       -0-          -0-        204          113  

Balance at September 30, 1993...$22,517   $79,130  $127,303   $    -0-      $(4,378)   $(1,216)    $223,356  





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

  Net income....................    -0-       -0-    19,340        -0-          -0-        -0-       19,340
 
  Cash dividends declared.......    -0-       -0-    (9,688)       -0-          -0-        -0-       (9,688)

  Change in unrealized gain (loss) 
    on securities available for  
    sale, net of tax effect....     -0-       -0-       -0-    (11,597)         -0-        -0-      (11,597)

  Tax benefit on ESOP dividends.    -0-       -0-       -0-        -0-          -0-        -0-          -0-

  Decrease in deferred 
    Compensation................    -0-       -0-       -0-        -0-          (15)       -0-          (15)

  Discount on dividend reinvestment
    plan purchases..............    -0-      (161)      -0-        -0-          -0-        -0-         (161)

  Treasury stock reissued.......    -0-       -0-      (105)       -0-          -0-        218          113 

  Treasury stock cancelled in 
    merger......................    (80)     (918)      -0-        -0-          -0-        998          -0-

Balance at September 30, 1994...$22,437   $78,015  $140,927   $(10,013)     $(4,464)   $   -0-     $226,902

</TABLE>

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

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

                                                         For the 9 Months
                                                        Ended September 30,
                                                         1994         1993

Operating Activities
  Net income.......................................    $19,340      $21,188
  Adjustments to reconcile net income to net cash
    provided by operating activities:
     Provision for possible loan losses............      2,176        2,021
     Depreciation and amortization.................      3,897        3,855
     Net gains on sales of assets..................     (1,777)      (2,386)
     Increase in interest receivable...............     (1,449)        (529)
     Increase (decrease) in interest payable.......        930         (369)
     Increase in income taxes payable..............      1,084          103
     Provision for deferred taxes..................        (77)        (739)
     Other - net...................................     (2,236)      (1,111)

       Net cash provided by operating activities...     21,888       22,033 

Investing Activities
  Investment securities transactions: 
     Proceeds from sales...........................      7,476       87,020
     Proceeds from maturities and redemptions......     88,917      254,080
     Purchases.....................................    (64,364)    (489,738)
  Transactions with securities available for sale:
     Proceeds from sales...........................     46,962          -0-
     Proceeds from maturities and redemptions......     57,077          -0-
     Purchases.....................................    (91,701)         -0-
  Proceeds from sales of loans and other assets....      8,342       16,822
  Net decrease in time deposits with banks.........     11,182       30,812 
  Net increase in loans............................   (131,186)     (49,030)
  Purchase of premises and equipment...............     (4,370)      (3,137)
    Net cash used by investing activities..........    (71,665)    (153,171)

Financing Activities
  Repayments of long-term debt.....................        (11)         -0- 
  Proceeds from issuance of long-term debt.........        -0-          202
  Discount on dividend reinvestment plan purchases.       (161)        (123)
  Dividends paid...................................     (7,736)      (6,428)
  Dividends paid by subsidiary prior to merger.....     (1,328)      (1,516)
  Net increase in deposits.........................     72,218       33,548 
  Net increase (decrease) in federal funds 
    purchased......................................     (5,505)      24,610
  Net increase in other short-term borrowings......      5,726       37,859 
  Proceeds from sale of treasury stock.............        113          113
  Purchase of treasury stock.......................        -0-         (973)

       Net cash provided by financing activities...     63,316       87,292 

        Net increase decrease) in cash and cash 
          equivalents..............................     13,539      (43,846)

Cash and cash equivalents at January 1.............     57,367       98,422

Cash and cash equivalents at September 30..........    $70,906     $ 54,576

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

6<PAGE>
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       September 30, 1994
                           (Unaudited)

NOTE 1   Management Representation

In the opinion of management, the unaudited interim consolidated
financial statements include all adjustments (consisting of only
normal recurring adjustments) necessary for a fair statement of
financial position as of September 30, 1994 and the results of
operations for the three and nine month periods ended 
September 30, 1994 and 1993, and statements of cash flows and
changes in shareholders' equity for the three and nine month
periods ended September 30, 1994 and 1993.  The results of the
three and nine months ended September 30, 1994 and 1993 are not
necessarily indicative of the results to be expected for the
entire year.  The interim consolidated financial statements
should be read in conjunction with the annual consolidated
financial statements of First Commonwealth Financial Corporation
and Subsidiaries, including the notes thereto.

NOTE 2   Reserve For Possible Loan Losses (in thousands)

                                                 1994        1993

Reserve balance January 1..................    $16,483     $15,828
Additions:
    Provision charged to operating expenses      2,176       2,021
    Recoveries of previously charged off
      loans................................        863       1,283
Deductions:
    Loans charged off......................      2,198       2,628

Reserve balance September 30...............    $17,324     $16,504

NOTE 3   Cash Flow Disclosures (dollar amounts in thousands)

Cash paid during the first nine months of the year for interest
and income taxes were as follows:

                                       1994          1993

                Interest              $49,587       $50,881
                Income Taxes          $14,295       $ 9,998

During 1994 the Corporation borrowed $730 and concurrently loaned
this amount to the ESOP Trust on identical terms.  ESOP loan
payments of $714 and $535 were made by the ESOP Trust during the
respective 1994 and 1993 periods, thereby resulting in
outstanding amounts related to deferred compensation of $4,464 at
September 30, 1994 and $4,378 at September 30, 1993.

7<PAGE>
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                       September 30, 1994
                           (Unaudited)

NOTE 4   Change of Accounting Method

The Corporation adopted Statement of Financial Accounting
Standards No. 109 ("FAS No. 109"), "Accounting for Income Taxes",
effective January 1, 1993.  FAS No. 109 is an asset and liability
approach for financial accounting and reporting for income taxes. 
The effect of adopting FAS No. 109 resulted in a cumulative
benefit of $500 thousand in the first quarter of 1993.

NOTE 5   Business Combinations

On September 27, 1994, the registrant acquired United National
Bancorporation ("United") and its wholly-owned subsidiaries
Unitas National Bank ("Unitas Bank") and Unitas Mortgage
Corporation ("Unitas Mortgage").  United was a Pennsylvania-
chartered bank holding company headquartered in Chambersburg,
Pennsylvania.  Unitas Bank is a nationally chartered, federally
insured commercial bank also headquartered in Chambersburg,
Pennsylvania.  Unitas Mortgage, headquartered in Carlisle,
Pennsylvania engages in the origination of mortgages for sale in
the secondary mortgage market.

The merger was consummated pursuant to the Agreement and Plan of
Reorganization dated March 25, 1994 between the registrant and
United, which was approved by the shareholders of Reliable at a
special meeting held September 29, 1994.  Each issued and
outstanding share of United common stock was converted into 2
shares of the registrant's common stock.  The aggregate number of
shares of the registrant's common stock issued in the merger was
1,538,294.

On September 29, 1994 the registrant acquired Reliable Financial
Corporation ("Reliable") and its wholly-owned subsidiary Reliable
Savings Bank, PaSA ("Reliable Savings Bank").  Reliable was a
savings and loan holding company with its principal office in
Bridgeville, Pennsylvania.  Reliable Savings Bank is a
Pennsylvania-chartered, federally insured savings association.

The merger was consummated pursuant to the Agreement and Plan of
Reorganization dated April 21, 1994 between the registrant and
Reliable, which was approved by the shareholders of Reliable at a
special meeting held September 29, 1994.  Each issued and
outstanding share of Reliable common stock was converted into 1.6
shares of the registrant's common stock.  The aggregate number of
shares of the registrant's common stock issued in the merger was
approximately 2,256,269.  

Both transactions were accounted for as poolings of interests and
accordingly, all financial statements were restated as though the
companies had been combined as of the beginning of the beginning
of each period presented.

8<PAGE>
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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                       September 30, 1994
                           (Unaudited)

NOTE 6   Earnings per Common Share

Earnings per share have been calculated on the weighted average
number of common shares outstanding during each period, restated
to reflect pooling of interests.  Additionally, average number of
shares has been restated to reflect the two-for-one stock split
effected in the form of a 100% stock distribution on the
corporation's common stock declared on January 18, 1994.  The
weighted average number of shares outstanding for each period
presented was 22,430,784 and 22,418,497 for the nine months ended
September 30, 1994 and 1993, respectively, and 22,436,628 and
22,418,497 for the three months ended September 30, 1994 and 1993
respectively.

NOTE 7   Reclassifications

Certain items of the Consolidated Statements of Income for the
three and nine months ended September 30, 1993 have been
reclassified to conform with the September 30, 1994
presentations.  None of these reclassifications affected net
income.

9<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                    AND RESULTS OF OPERATIONS

Results of Operations

Effective December 31, 1993, the Corporation acquired Peoples
Bank of Western Pennsylvania ("PBWPA").  The Corporation acquired
United National Bancorporation and its subsidiaries ("United")
and Reliable Financial Corporation and its subsidiaries
("Reliable") effective September 27, 1994 and September 29, 1994,
respectively.  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.

Average number of shares has been restated for the 1993 periods
to reflect the two-for-one stock split effected in the form of a
100% stock dividend declared on January 18, 1994.

First Nine Months of 1994 as Compared to the First Nine Months of
1993

Net income in the nine months of 1994 was $19.3 million, a
decrease of $1.3 million from the 1993 period before the change
in the method of accounting for income taxes.  The cumulative
effect of the change in the method of accounting for income taxes
added $500 thousand to the 1993 amount.  Merger related costs
reduced earnings in 1994 by $1.2 million.  Earnings per share was
$0.86 during the nine months of 1994 compared to $0.94 during the
1993 period.  Earnings per share during the 1993 period was $0.92
before the effect of change in the method of accounting for
income taxes.  Return on average assets was 1.14% and return on
average equity was 11.29% during the 1994 period, compared to
1.33% and 12.94%, respectively during the same period of 1993. 
The change in accounting method during 1993 added 2 basis points
(0.02%) to the return on average assets and 29 basis points
(0.29%) to the return on average equity for the 1993 period.

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 for
the 1994 period was $67.1 million compared to $65.8 million
during the same time period of 1993.  Interest income, on a tax-
equivalent basis, decreased 42 basis points (0.42%) as a
percentage of average earning assets to 7.40% in 1994, from 7.82%
in the 1993 period.  Although yields have improved each quarter
of 1994, they have declined when compared to the nine months of
1993, reflecting interest rates rising during 1994 following
declines throughout 1993. Mortgage borrowers refinanced loans
during the lower rate environment during the year in 1993
resulting in a decline in yields that carried forward into 1994. 
Mortgage loan refinancings on a national scale had accelerated
the repayments of mortgage backed securities.  As proceeds were
reinvested in securities yielding lower rates, portfolio yields
declined.  The recent rise in interest rates has stabilized
prepayments of the portfolio and portfolio yields.  The cost of
funds was 3.66% and 3.90% in the nine months of 1994 and 1993,
respectively, as deposit costs, the predominant category,
decreased only 28 basis points (0.28%) to 3.25%.  This was

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

First Nine Months of 1994 as Compared to the First Nine Months of
1993 (Continued)

expected as deposit customers tended to extend maturities over
the previous two years as interest rates declined, thereby
preventing the cost of funds from declining as fast as asset
yields.  Although interest yields and costs of funds
were lower during the first nine months of 1994 when compared to
the first nine months of 1993, the cost of funds has remained
stable during the 1994 period.  Net interest margin (net interest
income, on a tax-equivalent basis as a percentage of average
earning assets) was 4.28% of earning assets during 1994, compared
to 4.50% in the 1993 related period.

Average earning assets were 95.1% of average total assets in the
1994 period and 95.0% during the 1993 time frame.  Average
interest-bearing liabilities increased as a percentage of average
total assets to 81.1% in the nine months of 1994 and during the
1993 period.

Provision for possible loan losses was $2.2 million for the nine
month period of 1994 compared to $2.0 million during the 1993
period.  Net charge-offs against the reserve for possible loan
losses were $1.3 million in the 1994 period and the 1993 period.
Below is an analysis of the consolidated reserve for possible
loan losses for the nine month periods ended September 30, 1994
and 1993.

                                              1994          1993

Balance January 1,                          $16,483       $15,828
Loans charged off:  
  Commercial, financial and agricultural        790           379
  Real estate-construction                      -0-           -0-
  Real estate-commercial                         23           520
  Real estate-residential                       172           304
  Loans to individuals                        1,184         1,327
  Lease financing receivables                    29            98
     Total loans charged off                  2,198         2,628

Recoveries of previously charged off loans:
  Commercial, financial and agricultural        171           458
  Real estate-construction                      -0-           -0-
  Real estate-commercial                        241           267
  Real estate-residential                        43           132
  Loans to individuals                          398           419
  Lease financing receivables                    10             7
     Total recoveries                           863         1,283
     Net charge offs                          1,335         1,345

Provision charged to operations               2,176         2,021

Balance September 30,                       $17,324       $16,504

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

First Nine Months of 1994 as Compared to the First Nine Months of
1993 (Continued)

Other operating income decreased $656 thousand in 1994 to $9.9
million.  Net security gains decreased $688 thousand, primarily 
U.S. Treasury Securities and U.S. Government Agency Securities
totaling $52.7 million were sold and reinvested in similar
securities with maturities of 3-5 years.  Of these securities
$45.3 million were classified as "securities available for sale"
and $7.4 million were classified as "securities held to maturity"
but were called and sold within three months of the call date or
have had a significant deterioration in the issuer's
creditworthiness, which allowed them to be sold in accordance
with Financial Accounting Standards Board Statement No. 115. 
Trust income declined $97 thousand in the 1994 period primarily
as a result of higher nonrecurring income during the 1993 period. 
Service charges on deposits increased $112 thousand in the 1994
period primarily as deposits increased.

Noninterest expense was $46.0 million in the nine months of 1994
which reflected an increase of $1.8 million over the 1993 period. 
Merger related costs added $1.2 million to the 1994 period. 
Employee costs were $22.6 million in 1994, an increase of $792
thousand over the 1993 related period.   Employee costs
(annualized) as a percentage of average assets was 1.33% in the
1994 period, reduced from 1.36% (annualized) in the 1993 period. 
Furniture and equipment expense increased $176 thousand as a
result of increased depreciation on computer equipment acquired
to automate new customer loan and deposit processes.  Other
operating expenses, excluding merger costs decreased $492
thousand in the nine months of 1994 when compared to the 1993
related period as loan collection costs and professional fees
decreased.  The amortization of core deposit intangibles
decreased $324 thousand during the 1994 period as the intangibles
related to the Deposit Bank merger in 1984 became fully amortized
and will result in a $51 thousand savings per month for the
remainder of 1994.  Loan collection costs should continue to be
favorable throughout the remainder of the year.  The loss on the
disposition of real estate and repossessed assets increased $130
thousand.

Income tax expense was $9.4 million during the nine months of
1994 and 1993.  Income before taxes decreased $1.3 million in the
1994 period when compared to the same time period of 1993. 
Taxable income decreased only $654 thousand since merger costs
were nondeductible and tax-free income decreased.

Three Months ended September 30, 1994 as Compared to the Three
Months Ended September 30, 1993

Net income was $6.3 million for the third quarter of 1994, which
compared to $6.4 million in the same quarter of 1993.  Merger
related expenses were $774 thousand in the 1994 quarter. 
Earnings per share was $0.28 during the 1994 quarter and $0.29
during the related quarter of 1993.  Net interest income

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

Three Months ended September 30, 1994 as Compared to the Three
Months Ended September 30, 1993 (Continued)

increased $155 thousand to $23.2 million in the third quarter of
1994 when compared to the related 1993 quarter.
 
Interest income increased $2.4 million as average earning assets
increased $116 million.  Yields increased 4 basis points (0.04%)
as yields on variable rate loans and investments improved as
interest rates began to rise in 1994.  Refinancings of the fixed
rate instruments declined to normal levels during the 1994
quarter as a result of the recent rise in interest rates.  The
yield on average interest earning assets was 7.52% in the 1994
quarter, and compared to 7.48% in the related 1993 quarter. 
Interest expense increased $829 thousand in the 1994 quarter as
average interest-bearing liabilities increased $101 million and
the cost of these funds decreased 3 basis points (0.03%).  The
cost of funds decreased from 3.75% in the 1993 quarter to 3.72%
in the third quarter of 1994.  The decline in deposit rates
occurred in most categories except money market accounts and
short-term certificates of deposit.

Provision for possible loan losses was $767 thousand in the 1994
quarter or $107 thousand more than the 1993 period.  Net loans
charged off in the third quarter of 1994 were $682 thousand and
can be compared to $364 thousand in the related 1993 quarter. 
The third quarter of 1993 includes a significant recovery not
included in the 1994 period.  Any additional increase during the
1994 period does not appear to indicate a trend.

Noninterest income decreased $766 thousand in the third quarter
of 1994 to $2.6 million.  Net security gains decreased $736
thousand while other income increased $190 thousand in the 1994
quarter when compared to the third quarter of 1993.  The 1994
period included an increase of $74 thousand income from credit
life insurance activities.

Noninterest expense was $15.7 million in the three month period
ended September 30, 1994 compared to $14.7 million in the 1993
related period, reflecting a increase of $1.1 million.  Merger
related costs for the 1994 quarter were $774 thousand.  Salaries
and employee benefits increased $214 thousand to $6.4 million in
the third quarter of 1994.  Net occupancy expense and furniture
and equipment expense remained stable in the 1994 quarter when
compared to the 1993 related period.  Other operating expenses
decreased $252 thousand excluding merger costs.  Core deposit
amortization decreased by $160 thousand in the 1994 period.

Income taxes decreased $173 thousand primarily because the 1993
period included a retroactive tax rate adjustment in the amount
of $188 thousand due to the enactment of the Omnibus Budget
Reconciliation Act of 1993.

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

Liquidity

Liquidity is a measure of the Corporation's ability to meet
normal cash flow requirements of both borrowers and depositors
efficiently.  In the ordinary course of business, funds are
generated from deposits (primary source) and 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 and
borrowings from the Federal Reserve Bank.  Additionally, each of
the subsidiary banks are members of the Federal Home Loan Bank
and may borrow up to ten percent of their total assets at any one
time.

Net loans increased $122.0 million in the first nine months of
1994 as all major categories of loans increased.  Consumer demand
resulted in $92.4 million of growth in consumer mortgages and
loans to individuals for personal and household purposes.  Total
deposits grew $72.1 million as all deposit categories increased. 
The growth is primarily from core customer deposit relationships. 
Investment securities held to maturity declined $63.3 million
while interest-bearing bank deposits declined $11.1 million and
Federal funds sold increased nearly $3.2 million since 
December 31, 1993.

An additional source of liquidity is certain 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 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 September 30, 1994 securities
available for sale had an amortized cost of $483.6 million and an
approximate market value of $468.0 million.  As interest rates
rose since the end of 1993, the market value securities available
for sale declined $11.6 million.  This is not of major concern to
management since the average life of the entire portfolio is just
over five years. 

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.

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

Interest Sensitivity (Continued)

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 time period.  A negative gap
tends to indicate that earnings will be affected inversely to
interest rates 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.

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

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 September 30, 1994 and December 31, 1993.

                                      September 30, 1994               
                             0-90       91-180    181-365   Cumulative
                             Days        Days      Days     0-365 Days

Loans.................... $ 430,581   $ 93,289   $177,238   $  701,108
Investments..............    43,109     18,041     51,660      112,810
Other interest-earning    
 assets..................    83,268      6,301      8,801       98,370

  Total interest-sensitive
   assets................   556,958    117,631    237,699      912,288

Certificates of deposits.   155,760    119,211    126,070      401,041
Other deposits...........   727,219        -0-        -0-      727,219
Borrowings...............   159,283      1,750      7,814      168,847
  Total interest-sensitive
   liabilities........... 1,042,262    120,961    133,884    1,297,107
  GAP....................  (485,304)    (3,330)   103,815     (384,819)

Gap/Total assets.........     20.83%      0.14%      4.46%       16.51%
ISA/ISL..................      0.53       0.97       1.78         0.70


                                       December 31, 1993               
                             0-90       91-180    181-365   Cumulative
                             Days        Days      Days     0-365 Days

Loans.................... $ 419,308   $ 86,025   $151,115   $  656,448
Investments..............   188,531     57,063     80,883      326,477
Other interest-earning    
 assets..................     3,607        198        297        4,102

  Total interest-sensitive
   assets................   611,446    143,286    232,295      987,027

Certificates of deposits.   183,780    133,953    138,774      456,507
Other deposits...........   584,845     13,994     16,092      614,931
Borrowings...............   160,205      9,578      3,707      173,490
  Total interest-sensitive
   liabilities...........   928,830    157,525    158,573    1,244,928
  GAP....................  (317,384)   (14,239)    73,722     (257,901)

Gap/Total assets.........     14.09%      0.63%      3.27%       11.45%
ISA/ISL..................      0.66       0.91       1.46         0.79

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.

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

Interest Sensitivity (continued)

Therefore, to more precisely measure the impact of interest rate
changes on the Corporation's net interest income, management
simulates the potential effects of changing interest rates
through computer modeling.  The 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 September 30, 1994, indicated that a 200 basis
point (2.00%) movement in interest rates in either direction over
the next twelve months would not have a significant impact on the
Corporation's anticipated net interest income over that time
frame.  

Credit Quality Risk

The following table identifies amounts of loan losses and
nonperforming loans.  Past due loans are those which were
contractually past due 90 days or more as to interest or
principal payments but were well secured and in the process of
collection.  Renegotiated loans are those which terms had been
renegotiated to provide a reduction or deferral of principal or
interest as a result of the deteriorating financial position of
the borrower and are in compliance with the restructured terms.

                                              At September 30,   
                                             1994           1993
                                            (amounts in thousands)

Nonperforming Loans:
  Loans in nonaccural basis                 $    9,400   $   10,716
  Past due loans                                 8,421        6,327
  Renegotiated loans                               753          760
     Total nonperforming loans              $   18,581   $   17,803

Other real estate owned (including
  in-substance foreclosures)                $    2,903   $    4,155

Loans outstanding at end of period          $1,334,035   $1,197,791

Average loans outstanding (year-to-date)    $1,260,655   $1,182,859

Nonperforming loans as percent 
  of total loans                                  1.39%        1.49%

Provision for possible loan losses          $    2,176     $  2,021

Net charge-offs                             $    1,335     $  1,345

Net charge-offs as percent of
  average loans                                   0.11%        0.11%

Provision for possible loan losses as
  percent of net charge-offs                    163.00%      150.26%

Reserve for possible loan losses as 
  percent of average loans outstanding            1.37%        1.40%

Reserve for possible loan losses as
  percent of nonperforming loans                 93.24%       92.70%
17<PAGE>
<PAGE>
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

Credit Quality Risk (Continued)

Other than those described above, there are no material credits
that management has serious doubts as to the borrower's ability
to comply with the present loan repayment terms.  Additionally,
the portfolio is well diversified and as of September 30, 1994,
there were no significant concentrations of credit.

Although the ratio of the reserve for possible loan losses as a
percentage of nonperforming loans is lower than the Corporation's
peers, other factors should be considered such as historical loan
losses, and nonperforming loan levels.  These 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 remain safely within acceptable levels during
1994.

The Corporation will be required to adopt Financial Accounting
Standards Board Statement No. 114 "Accounting by Creditors for
Impairment of a Loan", effective January 1, 1995.  This statement
addresses the accounting by creditors, such as banks, for the
impairment of certain loans.  It requires that impaired loans
that are within the scope of this statement be 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.  The adoption of
this statement is not anticipated to have a material effect on
the Corporation's financial position, liquidity or results of
operations.

Capital Resources

Equity capital decreased $2.0 million in 1994.  Earnings
retention was $9.7 million, representing an earnings retention
rate of 49.9%.  The retained net income remains in permanent
capital to fund future growth and expansion.  Stock purchased by
the Employee Stock Ownership Plan (the "ESOP"), subject to the
debt of the Corporation, reduced equity by $730 thousand while
the loan repayment by the ESOP of debt guaranteed by the
Corporation increased equity by $715 thousand while amounts paid
to fund the discount on reinvested dividends reduced equity by
$160 thousand.  The market value adjustment to securities
available for sale reduced equity by $10.0 million resulting from
market values declining as interest rates increased.

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.

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

Capital Resources (Continued)

The Federal Reserve Board has issued risk-based capital adequacy
guidelines which are designed principally as a measure of credit
risk.  These guidelines require:  (1) at least 50% of a banking
organization's total capital be common and other "core" equity
capital ("Tier I Capital"); (2) assets and off-balance-sheet
items be weighted according to risk; (3) the total capital to
risk-weighted assets ratio be at least 8%; and (4) a minimum
leverage ratio of Tier I capital to average total assets.  The
minimum leverage ratio is not specifically defined, but is
generally expected to be 4-5 percent for all but the most highly
rated banks, as determined by a regulatory rating system.  As of
September 30, 1994, the Corporation had a Tier I Capital to risk-
weighted assets ratio and total capital to risk-weighted assets
ratio of 17.69% and 18.97%, respectively and a minimum leverage
ratio of 10.13%.


19<PAGE>
<PAGE>
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

             Not applicable.

ITEM 2.  CHANGES IN SECURITIES

             Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

             Not applicable.

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

             Not applicable.

ITEM 5.  OTHER INFORMATION.

             The Corporation acquired United National
         Bancorporation and Reliable Financial Corporation on
         September 27, 1994 and September 29, 1994, respectively.
         In connection with pooling-of-interests accounting,
         Section 201.01 of the Commission's Codification of
         Financial Reporting Policies provides that the
         publication of at least 30 days of post-merger combined
         operations can take the form of a Form 10-Q filing. 
         Accordingly, the combined operations of the Corporation,
         including these two subsidiaries, for the month of     
         October 1994 generated interest income of $13.8 million,
         net interest income of $7.7 million and net income of
         $4.4 million.  All results are unaudited and should not
         be construed as being indicative of the expected results
         for the remainder of 1994.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

         (b)  Reports on Form 8-K
              (1)  Form 8-K dated July 12, 1994, reporting a
                   change in the Corporation's certifying
                   accountant.

              (2)  Form 8-K dated September 27, 1994 reporting
                   the acquisitions by the Corporation of United
                   National Bancorporation and its subsidiaries
                   and Reliable Financial Corporation and its
                   subsidiary.  Filing includes financial
                   statements of businesses acquired and pro
                   forma financial statements.

20<PAGE>
<PAGE>
                           SIGNATURES


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



                         FIRST COMMONWEALTH FINANCIAL CORPORATION
                            (Registrant)



DATED:  November 14, 1994    /S/ E. James Trimarchi              
                             E. James Trimarchi, Chairman of the
                             Board, President and Chief Executive
                             Officer


DATED:  November 14, 1994    /S/ John J. Dolan                   
                             John J. Dolan, Sr. Vice President,
                             Comptroller, and Chief Financial
                             Officer
[{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 51437}]
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FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
 
                          WASHINGTON, D.C  20549

For the Quarter ended September 30, 1994     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

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.

       CLASS                             OUTSTANDING AT November 1, 1994
Common Stock, $1 Par Value                       22,436,587 Shares
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
                      PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          Included in Part I of this report:                  PAGE

          First Commonwealth Financial Corporation and 
            Subsidiaries Consolidated Balance Sheets . . . . .  3
            Consolidated Statements of Income. . . . . . . . .  4
            Consolidated Statements of Changes in  
              Shareholders' Equity . . . . . . . . . . . . . .  5
            Consolidated Statements of Cash Flows. . . . . . .  6
               
            Notes to Consolidated Financial Statements . . . .  7

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS  . . . . . . . . 10

  

                        PART II - OTHER INFORMATION

Other Information . . . . . . . . .  . . . . . . . . . . . . . 20

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

                                             September 30,    December 31,
                                                  1994            1993    

ASSETS
     Cash and due from banks..............    $   66,156       $   55,767
     Interest-bearing bank deposits.......         9,352           20,534
     Federal funds sold...................         4,750            1,600
     Securities available for sale........       468,041          465,224

     Investment securities (Market Value
       $364,531 in 1994 and
       $451,421 in 1993)..................       380,603          443,942

     Loans (all domestic).................     1,377,060        1,248,934
       Less unearned income...............        43,024           37,825
       Less reserve for possible loan losses      17,324           16,483 
          Net loans.......................     1,316,712        1,194,626

     Property and equipment...............        27,868           27,000
     Other real estate owned..............         2,903            5,590
     Other assets.........................        48,931           38,553 

          TOTAL ASSETS....................    $2,325,316       $2,252,836 

LIABILITIES AND SHAREHOLDERS' EQUITY
     Deposits (all domestic):
       Noninterest-bearing................    $  202,374       $  181,024
       Interest-bearing...................     1,691,841        1,641,061 
          Total deposits..................     1,894,215        1,822,085

     Short-term borrowings................       176,405          176,184
     Other liabilities....................        20,426           18,294
     Long-term debt.......................         7,368            7,363  

          Total liabilities...............     2,098,414        2,023,926 

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 and
       22,436,586 and 22,516,705 shares 
       issued and outstanding in 1994 and 
       1993, respectively.................        22,437           22,517
     Additional paid-in capital...........        78,015           79,094
     Retained earnings....................       140,927          131,380
     Unrealized gain (loss) on securities
       available for sale.................       (10,013)           1,584 
     Treasury stock (98,208 shares at 
       December 31, 1993).................           -0-           (1,216)
     Deferred compensation................        (4,464)          (4,449)
       Total shareholders' equity.........       226,902          228,910 

          TOTAL LIABILITIES AND
            SHAREHOLDERS' EQUITY..........    $2,325,316       $2,252,836 

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

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

                                       For the Quarter      For the 9 Months 
                                      Ended September 30,  Ended September 30,
                                        1994       1993     1994       1993
                                                          
Interest Income
  Interest and fees on loans........   $28,226   $26,058   $80,486   $79,391
  Interest and dividends on investments:
    Taxable interest................    11,137    10,602    33,133    32,239
    Interest exempt from federal
     income taxes...................       835     1,070     2,644     2,707
    Dividends.......................       255       219       787       624
  Interest on federal funds sold....        80        75       114       248
  Interest on bank deposits.........       142       268       427     1,104
     Total Interest Income..........    40,675    38,292   117,591   116,313

Interest Expense
  Interest on deposits..............    15,473    15,652    45,021    47,712
  Interest on short-term borrowings.     1,834       849     5,124     2,459
  Interest on long-term debt........       137       113       373       341
     Total Interest Expense.........    17,444    16,614    50,518    50,512

Net interest income.................    23,231    21,678    67,073    65,801
  Provision for possible loan losses       766       659     2,176     2,021

Net interest income after provision
  for possible loan losses..........    22,465    21,019    64,897    63,780

Other Income
  Security gains (losses)...........       (71)      666     1,728     2,417
  Trust income......................       537       589     1,725     1,821
  Service charges on deposits.......     1,383     1,450     3,988     3,875
  Other income......................       763       573     2,454     2,437
     Total Other Income.............     2,612     3,278     9,895    10,550

Other Expenses
  Salaries and employee benefits....     7,485     7,272    22,555    21,764
  Net occupancy expense.............     1,034     1,039     3,255     3,181
  Furniture and equipment expense...       951       888     2,910     2,734
  FDIC expense......................     1,046     1,014     3,105     3,029
  Other operating expenses..........     5,221     4,473    14,212    13,572
     Total Other Expenses...........    15,737    14,686    46,037    44,280

Income before taxes and cumulative
  effect of change in accounting
  method............................     9,340     9,611    28,755    30,050
  Applicable income taxes...........     2,999     3,172     9,415     9,362
Net income before cumulative effect of
  change of accounting method.......     6,341     6,439    19,340    20,688
Cumulative effect of change in       
  accounting method.................       -0-       -0-       -0-       500
Net Income..........................   $ 6,341   $ 6,439   $19,340   $21,188

Per Share Data:

  Net income before effect of change
    in accounting method............    $0.28     $0.29    $0.86     $0.92
  Cumulative effect of change in 
    accounting method...............     0.00      0.00     0.00      0.02
  Net income........................     0.28      0.29     0.86      0.94
  Cash dividends per share..........     0.140     0.125    0.420     0.375

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

4
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) 
                     (Dollars in thousands)
Unrealized
                                                             Gain (loss)
                                        Additional          on Securities                        Total
                                Common  Paid-in    Retained   Available   Deferred     Treasury  Shareholders'
                                Stock    Capital   Earnings   For Sale    Compensation Stock         Equity
Balance at December 31, 1992....$22,517   $79,253  $114,277   $    -0-      $(4,913)   $  (447)    $210,687

  Net income....................    -0-       -0-    21,188        -0-          -0-        -0-       21,188

  Cash dividends declared.......    -0-       -0-    (8,071)       -0-          -0-        -0-       (8,071)

  Increase in unrealized loss on 
    equity securities...........    -0-       -0-       -0-        -0-          -0-        -0-          -0-

  Tax benefit on ESOP dividends.    -0-       -0-       -0-        -0-          -0-        -0-          -0-

  Decrease in deferred 
    compensation................    -0-       -0-       -0-        -0-          535        -0-          535
 
  Discount on dividend reinvestment
    plan purchases..............    -0-      (123)      -0-        -0-          -0-        -0-         (123)

  Treasury stock acquired.......    -0-       -0-       -0-        -0-          -0-       (973)        (973)

  Treasury stock reissued.......    -0-       -0-       (91)       -0-          -0-        204          113  

Balance at September 30, 1993...$22,517   $79,130  $127,303   $    -0-      $(4,378)   $(1,216)    $223,356  

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

  Net income....................    -0-       -0-    19,340        -0-          -0-        -0-       19,340
 
  Cash dividends declared.......    -0-       -0-    (9,688)       -0-          -0-        -0-       (9,688)

  Change in unrealized gain (loss) 
    on securities available for  
    sale, net of tax effect....     -0-       -0-       -0-    (11,597)         -0-        -0-      (11,597)

  Tax benefit on ESOP dividends.    -0-       -0-       -0-        -0-          -0-        -0-          -0-

  Decrease in deferred 
    Compensation................    -0-       -0-       -0-        -0-          (15)       -0-          (15)

  Discount on dividend reinvestment
    plan purchases..............    -0-      (161)      -0-        -0-          -0-        -0-         (161)

  Treasury stock reissued.......    -0-       -0-      (105)       -0-          -0-        218          113 

  Treasury stock cancelled in 
    merger......................    (80)     (918)      -0-        -0-          -0-        998          -0-

Balance at September 30, 1994...$22,437   $78,015  $140,927   $(10,013)     $(4,464)   $   -0-     $226,902
The accompanying notes are an integral part of these consolidated financial
statements.

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

                                                         For the 9 Months
                                                        Ended September 30,
                                                         1994         1993

Operating Activities
  Net income.......................................    $19,340      $21,188
  Adjustments to reconcile net income to net cash
    provided by operating activities:
     Provision for possible loan losses............      2,176        2,021
     Depreciation and amortization.................      3,897        3,855
     Net gains on sales of assets..................     (1,777)      (2,386)
     Increase in interest receivable...............     (1,449)        (529)
     Increase (decrease) in interest payable.......        930         (369)
     Increase in income taxes payable..............      1,084          103
     Provision for deferred taxes..................        (77)        (739)
     Other - net...................................     (2,236)      (1,111)

       Net cash provided by operating activities...     21,888       22,033 

Investing Activities
  Investment securities transactions: 
     Proceeds from sales...........................      7,476       87,020
     Proceeds from maturities and redemptions......     88,917      254,080
     Purchases.....................................    (64,364)    (489,738)
  Transactions with securities available for sale:
     Proceeds from sales...........................     46,962          -0-
     Proceeds from maturities and redemptions......     57,077          -0-
     Purchases.....................................    (91,701)         -0-
  Proceeds from sales of loans and other assets....      8,342       16,822
  Net decrease in time deposits with banks.........     11,182       30,812 
  Net increase in loans............................   (131,186)     (49,030)
  Purchase of premises and equipment...............     (4,370)      (3,137)
    Net cash used by investing activities..........    (71,665)    (153,171)

Financing Activities
  Repayments of long-term debt.....................        (11)         -0- 
  Proceeds from issuance of long-term debt.........        -0-          202
  Discount on dividend reinvestment plan purchases.       (161)        (123)
  Dividends paid...................................     (7,736)      (6,428)
  Dividends paid by subsidiary prior to merger.....     (1,328)      (1,516)
  Net increase in deposits.........................     72,218       33,548 
  Net increase (decrease) in federal funds 
    purchased......................................     (5,505)      24,610
  Net increase in other short-term borrowings......      5,726       37,859 
  Proceeds from sale of treasury stock.............        113          113
  Purchase of treasury stock.......................        -0-         (973)

       Net cash provided by financing activities...     63,316       87,292 

        Net increase decrease) in cash and cash 
          equivalents..............................     13,539      (43,846)

Cash and cash equivalents at January 1.............     57,367       98,422

Cash and cash equivalents at September 30..........    $70,906     $ 54,576

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

6
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       September 30, 1994
                           (Unaudited)

NOTE 1   Management Representation

In the opinion of management, the unaudited interim consolidated
financial statements include all adjustments (consisting of only
normal recurring adjustments) necessary for a fair statement of
financial position as of September 30, 1994 and the results of
operations for the three and nine month periods ended 
September 30, 1994 and 1993, and statements of cash flows and
changes in shareholders' equity for the three and nine month
periods ended September 30, 1994 and 1993.  The results of the
three and nine months ended September 30, 1994 and 1993 are not
necessarily indicative of the results to be expected for the
entire year.  The interim consolidated financial statements
should be read in conjunction with the annual consolidated
financial statements of First Commonwealth Financial Corporation
and Subsidiaries, including the notes thereto.

NOTE 2   Reserve For Possible Loan Losses (in thousands)

                                                 1994        1993

Reserve balance January 1..................    $16,483     $15,828
Additions:
    Provision charged to operating expenses      2,176       2,021
    Recoveries of previously charged off
      loans................................        863       1,283
Deductions:
    Loans charged off......................      2,198       2,628

Reserve balance September 30...............    $17,324     $16,504

NOTE 3   Cash Flow Disclosures (dollar amounts in thousands)

Cash paid during the first nine months of the year for interest
and income taxes were as follows:

                                       1994          1993

                Interest              $49,587       $50,881
                Income Taxes          $14,295       $ 9,998

During 1994 the Corporation borrowed $730 and concurrently loaned
this amount to the ESOP Trust on identical terms.  ESOP loan
payments of $714 and $535 were made by the ESOP Trust during the
respective 1994 and 1993 periods, thereby resulting in
outstanding amounts related to deferred compensation of $4,464 at
September 30, 1994 and $4,378 at September 30, 1993.

7
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                       September 30, 1994
                           (Unaudited)

NOTE 4   Change of Accounting Method

The Corporation adopted Statement of Financial Accounting
Standards No. 109 ("FAS No. 109"), "Accounting for Income Taxes",
effective January 1, 1993.  FAS No. 109 is an asset and liability
approach for financial accounting and reporting for income taxes. 
The effect of adopting FAS No. 109 resulted in a cumulative
benefit of $500 thousand in the first quarter of 1993.

NOTE 5   Business Combinations

On September 27, 1994, the registrant acquired United National
Bancorporation ("United") and its wholly-owned subsidiaries
Unitas National Bank ("Unitas Bank") and Unitas Mortgage
Corporation ("Unitas Mortgage").  United was a Pennsylvania-
chartered bank holding company headquartered in Chambersburg,
Pennsylvania.  Unitas Bank is a nationally chartered, federally
insured commercial bank also headquartered in Chambersburg,
Pennsylvania.  Unitas Mortgage, headquartered in Carlisle,
Pennsylvania engages in the origination of mortgages for sale in
the secondary mortgage market.

The merger was consummated pursuant to the Agreement and Plan of
Reorganization dated March 25, 1994 between the registrant and
United, which was approved by the shareholders of Reliable at a
special meeting held September 29, 1994.  Each issued and
outstanding share of United common stock was converted into 2
shares of the registrant's common stock.  The aggregate number of
shares of the registrant's common stock issued in the merger was
1,538,294.

On September 29, 1994 the registrant acquired Reliable Financial
Corporation ("Reliable") and its wholly-owned subsidiary Reliable
Savings Bank, PaSA ("Reliable Savings Bank").  Reliable was a
savings and loan holding company with its principal office in
Bridgeville, Pennsylvania.  Reliable Savings Bank is a
Pennsylvania-chartered, federally insured savings association.

The merger was consummated pursuant to the Agreement and Plan of
Reorganization dated April 21, 1994 between the registrant and
Reliable, which was approved by the shareholders of Reliable at a
special meeting held September 29, 1994.  Each issued and
outstanding share of Reliable common stock was converted into 1.6
shares of the registrant's common stock.  The aggregate number of
shares of the registrant's common stock issued in the merger was
approximately 2,256,269.  

Both transactions were accounted for as poolings of interests and
accordingly, all financial statements were restated as though the
companies had been combined as of the beginning of the beginning
of each period presented.

8
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                       September 30, 1994
                           (Unaudited)

NOTE 6   Earnings per Common Share

Earnings per share have been calculated on the weighted average
number of common shares outstanding during each period, restated
to reflect pooling of interests.  Additionally, average number of
shares has been restated to reflect the two-for-one stock split
effected in the form of a 100% stock distribution on the
corporation's common stock declared on January 18, 1994.  The
weighted average number of shares outstanding for each period
presented was 22,430,784 and 22,418,497 for the nine months ended
September 30, 1994 and 1993, respectively, and 22,436,628 and
22,418,497 for the three months ended September 30, 1994 and 1993
respectively.

NOTE 7   Reclassifications

Certain items of the Consolidated Statements of Income for the
three and nine months ended September 30, 1993 have been
reclassified to conform with the September 30, 1994
presentations.  None of these reclassifications affected net
income.

9
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                    AND RESULTS OF OPERATIONS

Results of Operations

Effective December 31, 1993, the Corporation acquired Peoples
Bank of Western Pennsylvania ("PBWPA").  The Corporation acquired
United National Bancorporation and its subsidiaries ("United")
and Reliable Financial Corporation and its subsidiaries
("Reliable") effective September 27, 1994 and September 29, 1994,
respectively.  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.

Average number of shares has been restated for the 1993 periods
to reflect the two-for-one stock split effected in the form of a
100% stock dividend declared on January 18, 1994.

First Nine Months of 1994 as Compared to the First Nine Months of
1993

Net income in the nine months of 1994 was $19.3 million, a
decrease of $1.3 million from the 1993 period before the change
in the method of accounting for income taxes.  The cumulative
effect of the change in the method of accounting for income taxes
added $500 thousand to the 1993 amount.  Merger related costs
reduced earnings in 1994 by $1.2 million.  Earnings per share was
$0.86 during the nine months of 1994 compared to $0.94 during the
1993 period.  Earnings per share during the 1993 period was $0.92
before the effect of change in the method of accounting for
income taxes.  Return on average assets was 1.14% and return on
average equity was 11.29% during the 1994 period, compared to
1.33% and 12.94%, respectively during the same period of 1993. 
The change in accounting method during 1993 added 2 basis points
(0.02%) to the return on average assets and 29 basis points
(0.29%) to the return on average equity for the 1993 period.

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 for
the 1994 period was $67.1 million compared to $65.8 million
during the same time period of 1993.  Interest income, on a tax-
equivalent basis, decreased 42 basis points (0.42%) as a
percentage of average earning assets to 7.40% in 1994, from 7.82%
in the 1993 period.  Although yields have improved each quarter
of 1994, they have declined when compared to the nine months of
1993, reflecting interest rates rising during 1994 following
declines throughout 1993. Mortgage borrowers refinanced loans
during the lower rate environment during the year in 1993
resulting in a decline in yields that carried forward into 1994. 
Mortgage loan refinancings on a national scale had accelerated
the repayments of mortgage backed securities.  As proceeds were
reinvested in securities yielding lower rates, portfolio yields
declined.  The recent rise in interest rates has stabilized
prepayments of the portfolio and portfolio yields.  The cost of
funds was 3.66% and 3.90% in the nine months of 1994 and 1993,
respectively, as deposit costs, the predominant category,
decreased only 28 basis points (0.28%) to 3.25%.  This was

10
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

First Nine Months of 1994 as Compared to the First Nine Months of
1993 (Continued)

expected as deposit customers tended to extend maturities over
the previous two years as interest rates declined, thereby
preventing the cost of funds from declining as fast as asset
yields.  Although interest yields and costs of funds
were lower during the first nine months of 1994 when compared to
the first nine months of 1993, the cost of funds has remained
stable during the 1994 period.  Net interest margin (net interest
income, on a tax-equivalent basis as a percentage of average
earning assets) was 4.28% of earning assets during 1994, compared
to 4.50% in the 1993 related period.

Average earning assets were 95.1% of average total assets in the
1994 period and 95.0% during the 1993 time frame.  Average
interest-bearing liabilities increased as a percentage of average
total assets to 81.1% in the nine months of 1994 and during the
1993 period.

Provision for possible loan losses was $2.2 million for the nine
month period of 1994 compared to $2.0 million during the 1993
period.  Net charge-offs against the reserve for possible loan
losses were $1.3 million in the 1994 period and the 1993 period.
Below is an analysis of the consolidated reserve for possible
loan losses for the nine month periods ended September 30, 1994
and 1993.

                                              1994          1993

Balance January 1,                          $16,483       $15,828
Loans charged off:  
  Commercial, financial and agricultural        790           379
  Real estate-construction                      -0-           -0-
  Real estate-commercial                         23           520
  Real estate-residential                       172           304
  Loans to individuals                        1,184         1,327
  Lease financing receivables                    29            98
     Total loans charged off                  2,198         2,628

Recoveries of previously charged off loans:
  Commercial, financial and agricultural        171           458
  Real estate-construction                      -0-           -0-
  Real estate-commercial                        241           267
  Real estate-residential                        43           132
  Loans to individuals                          398           419
  Lease financing receivables                    10             7
     Total recoveries                           863         1,283
     Net charge offs                          1,335         1,345

Provision charged to operations               2,176         2,021

Balance September 30,                       $17,324       $16,504

11
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

First Nine Months of 1994 as Compared to the First Nine Months of
1993 (Continued)

Other operating income decreased $656 thousand in 1994 to $9.9
million.  Net security gains decreased $688 thousand, primarily 
U.S. Treasury Securities and U.S. Government Agency Securities
totaling $52.7 million were sold and reinvested in similar
securities with maturities of 3-5 years.  Of these securities
$45.3 million were classified as "securities available for sale"
and $7.4 million were classified as "securities held to maturity"
but were called and sold within three months of the call date or
have had a significant deterioration in the issuer's
creditworthiness, which allowed them to be sold in accordance
with Financial Accounting Standards Board Statement No. 115. 
Trust income declined $97 thousand in the 1994 period primarily
as a result of higher nonrecurring income during the 1993 period. 
Service charges on deposits increased $112 thousand in the 1994
period primarily as deposits increased.

Noninterest expense was $46.0 million in the nine months of 1994
which reflected an increase of $1.8 million over the 1993 period. 
Merger related costs added $1.2 million to the 1994 period. 
Employee costs were $22.6 million in 1994, an increase of $792
thousand over the 1993 related period.   Employee costs
(annualized) as a percentage of average assets was 1.33% in the
1994 period, reduced from 1.36% (annualized) in the 1993 period. 
Furniture and equipment expense increased $176 thousand as a
result of increased depreciation on computer equipment acquired
to automate new customer loan and deposit processes.  Other
operating expenses, excluding merger costs decreased $492
thousand in the nine months of 1994 when compared to the 1993
related period as loan collection costs and professional fees
decreased.  The amortization of core deposit intangibles
decreased $324 thousand during the 1994 period as the intangibles
related to the Deposit Bank merger in 1984 became fully amortized
and will result in a $51 thousand savings per month for the
remainder of 1994.  Loan collection costs should continue to be
favorable throughout the remainder of the year.  The loss on the
disposition of real estate and repossessed assets increased $130
thousand.

Income tax expense was $9.4 million during the nine months of
1994 and 1993.  Income before taxes decreased $1.3 million in the
1994 period when compared to the same time period of 1993. 
Taxable income decreased only $654 thousand since merger costs
were nondeductible and tax-free income decreased.

Three Months ended September 30, 1994 as Compared to the Three
Months Ended September 30, 1993

Net income was $6.3 million for the third quarter of 1994, which
compared to $6.4 million in the same quarter of 1993.  Merger
related expenses were $774 thousand in the 1994 quarter. 
Earnings per share was $0.28 during the 1994 quarter and $0.29
during the related quarter of 1993.  Net interest income

12
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

Three Months ended September 30, 1994 as Compared to the Three
Months Ended September 30, 1993 (Continued)

increased $155 thousand to $23.2 million in the third quarter of
1994 when compared to the related 1993 quarter.
 
Interest income increased $2.4 million as average earning assets
increased $116 million.  Yields increased 4 basis points (0.04%)
as yields on variable rate loans and investments improved as
interest rates began to rise in 1994.  Refinancings of the fixed
rate instruments declined to normal levels during the 1994
quarter as a result of the recent rise in interest rates.  The
yield on average interest earning assets was 7.52% in the 1994
quarter, and compared to 7.48% in the related 1993 quarter. 
Interest expense increased $829 thousand in the 1994 quarter as
average interest-bearing liabilities increased $101 million and
the cost of these funds decreased 3 basis points (0.03%).  The
cost of funds decreased from 3.75% in the 1993 quarter to 3.72%
in the third quarter of 1994.  The decline in deposit rates
occurred in most categories except money market accounts and
short-term certificates of deposit.

Provision for possible loan losses was $767 thousand in the 1994
quarter or $107 thousand more than the 1993 period.  Net loans
charged off in the third quarter of 1994 were $682 thousand and
can be compared to $364 thousand in the related 1993 quarter. 
The third quarter of 1993 includes a significant recovery not
included in the 1994 period.  Any additional increase during the
1994 period does not appear to indicate a trend.

Noninterest income decreased $766 thousand in the third quarter
of 1994 to $2.6 million.  Net security gains decreased $736
thousand while other income increased $190 thousand in the 1994
quarter when compared to the third quarter of 1993.  The 1994
period included an increase of $74 thousand income from credit
life insurance activities.

Noninterest expense was $15.7 million in the three month period
ended September 30, 1994 compared to $14.7 million in the 1993
related period, reflecting a increase of $1.1 million.  Merger
related costs for the 1994 quarter were $774 thousand.  Salaries
and employee benefits increased $214 thousand to $6.4 million in
the third quarter of 1994.  Net occupancy expense and furniture
and equipment expense remained stable in the 1994 quarter when
compared to the 1993 related period.  Other operating expenses
decreased $252 thousand excluding merger costs.  Core deposit
amortization decreased by $160 thousand in the 1994 period.

Income taxes decreased $173 thousand primarily because the 1993
period included a retroactive tax rate adjustment in the amount
of $188 thousand due to the enactment of the Omnibus Budget
Reconciliation Act of 1993.

13
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

Liquidity

Liquidity is a measure of the Corporation's ability to meet
normal cash flow requirements of both borrowers and depositors
efficiently.  In the ordinary course of business, funds are
generated from deposits (primary source) and 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 and
borrowings from the Federal Reserve Bank.  Additionally, each of
the subsidiary banks are members of the Federal Home Loan Bank
and may borrow up to ten percent of their total assets at any one
time.

Net loans increased $122.0 million in the first nine months of
1994 as all major categories of loans increased.  Consumer demand
resulted in $92.4 million of growth in consumer mortgages and
loans to individuals for personal and household purposes.  Total
deposits grew $72.1 million as all deposit categories increased. 
The growth is primarily from core customer deposit relationships. 
Investment securities held to maturity declined $63.3 million
while interest-bearing bank deposits declined $11.1 million and
Federal funds sold increased nearly $3.2 million since 
December 31, 1993.

An additional source of liquidity is certain 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 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 September 30, 1994 securities
available for sale had an amortized cost of $483.6 million and an
approximate market value of $468.0 million.  As interest rates
rose since the end of 1993, the market value securities available
for sale declined $11.6 million.  This is not of major concern to
management since the average life of the entire portfolio is just
over five years. 

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.

14
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

Interest Sensitivity (Continued)

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 time period.  A negative gap
tends to indicate that earnings will be affected inversely to
interest rates 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.

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

Interest Sensitivity (Continued)

The following table lists the amounts and ratios of assets and
liabilities with rates or yields subject to change within the
periods indicated as of September 30, 1994 and December 31, 1993.

                                      September 30, 1994               
                             0-90       91-180    181-365   Cumulative
                             Days        Days      Days     0-365 Days

Loans.................... $ 430,581   $ 93,289   $177,238   $  701,108
Investments..............    43,109     18,041     51,660      112,810
Other interest-earning    
 assets..................    83,268      6,301      8,801       98,370

  Total interest-sensitive
   assets................   556,958    117,631    237,699      912,288

Certificates of deposits.   155,760    119,211    126,070      401,041
Other deposits...........   727,219        -0-        -0-      727,219
Borrowings...............   159,283      1,750      7,814      168,847
  Total interest-sensitive
   liabilities........... 1,042,262    120,961    133,884    1,297,107
  GAP....................  (485,304)    (3,330)   103,815     (384,819)

Gap/Total assets.........     20.83%      0.14%      4.46%       16.51%
ISA/ISL..................      0.53       0.97       1.78         0.70

                                       December 31, 1993               
                             0-90       91-180    181-365   Cumulative
                             Days        Days      Days     0-365 Days

Loans.................... $ 419,308   $ 86,025   $151,115   $  656,448
Investments..............   188,531     57,063     80,883      326,477
Other interest-earning    
 assets..................     3,607        198        297        4,102

  Total interest-sensitive
   assets................   611,446    143,286    232,295      987,027

Certificates of deposits.   183,780    133,953    138,774      456,507
Other deposits...........   584,845     13,994     16,092      614,931
Borrowings...............   160,205      9,578      3,707      173,490
  Total interest-sensitive
   liabilities...........   928,830    157,525    158,573    1,244,928
  GAP....................  (317,384)   (14,239)    73,722     (257,901)

Gap/Total assets.........     14.09%      0.63%      3.27%       11.45%
ISA/ISL..................      0.66       0.91       1.46         0.79

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.

16
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

Interest Sensitivity (continued)

Therefore, to more precisely measure the impact of interest rate
changes on the Corporation's net interest income, management
simulates the potential effects of changing interest rates
through computer modeling.  The 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 September 30, 1994, indicated that a 200 basis
point (2.00%) movement in interest rates in either direction over
the next twelve months would not have a significant impact on the
Corporation's anticipated net interest income over that time
frame.  

Credit Quality Risk

The following table identifies amounts of loan losses and
nonperforming loans.  Past due loans are those which were
contractually past due 90 days or more as to interest or
principal payments but were well secured and in the process of
collection.  Renegotiated loans are those which terms had been
renegotiated to provide a reduction or deferral of principal or
interest as a result of the deteriorating financial position of
the borrower and are in compliance with the restructured terms.

                                              At September 30,   
                                             1994           1993
                                            (amounts in thousands)

Nonperforming Loans:
  Loans in nonaccural basis                 $    9,400   $   10,716
  Past due loans                                 8,421        6,327
  Renegotiated loans                               753          760
     Total nonperforming loans              $   18,581   $   17,803

Other real estate owned (including
  in-substance foreclosures)                $    2,903   $    4,155

Loans outstanding at end of period          $1,334,035   $1,197,791

Average loans outstanding (year-to-date)    $1,260,655   $1,182,859

Nonperforming loans as percent 
  of total loans                                  1.39%        1.49%

Provision for possible loan losses          $    2,176     $  2,021

Net charge-offs                             $    1,335     $  1,345

Net charge-offs as percent of
  average loans                                   0.11%        0.11%

Provision for possible loan losses as
  percent of net charge-offs                    163.00%      150.26%

Reserve for possible loan losses as 
  percent of average loans outstanding            1.37%        1.40%

Reserve for possible loan losses as
  percent of nonperforming loans                 93.24%       92.70%
17
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

Credit Quality Risk (Continued)

Other than those described above, there are no material credits
that management has serious doubts as to the borrower's ability
to comply with the present loan repayment terms.  Additionally,
the portfolio is well diversified and as of September 30, 1994,
there were no significant concentrations of credit.

Although the ratio of the reserve for possible loan losses as a
percentage of nonperforming loans is lower than the Corporation's
peers, other factors should be considered such as historical loan
losses, and nonperforming loan levels.  These 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 remain safely within acceptable levels during
1994.

The Corporation will be required to adopt Financial Accounting
Standards Board Statement No. 114 "Accounting by Creditors for
Impairment of a Loan", effective January 1, 1995.  This statement
addresses the accounting by creditors, such as banks, for the
impairment of certain loans.  It requires that impaired loans
that are within the scope of this statement be 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.  The adoption of
this statement is not anticipated to have a material effect on
the Corporation's financial position, liquidity or results of
operations.

Capital Resources

Equity capital decreased $2.0 million in 1994.  Earnings
retention was $9.7 million, representing an earnings retention
rate of 49.9%.  The retained net income remains in permanent
capital to fund future growth and expansion.  Stock purchased by
the Employee Stock Ownership Plan (the "ESOP"), subject to the
debt of the Corporation, reduced equity by $730 thousand while
the loan repayment by the ESOP of debt guaranteed by the
Corporation increased equity by $715 thousand while amounts paid
to fund the discount on reinvested dividends reduced equity by
$160 thousand.  The market value adjustment to securities
available for sale reduced equity by $10.0 million resulting from
market values declining as interest rates increased.

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.

18
ITEM 2. FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS (Continued)

Capital Resources (Continued)

The Federal Reserve Board has issued risk-based capital adequacy
guidelines which are designed principally as a measure of credit
risk.  These guidelines require:  (1) at least 50% of a banking
organization's total capital be common and other "core" equity
capital ("Tier I Capital"); (2) assets and off-balance-sheet
items be weighted according to risk; (3) the total capital to
risk-weighted assets ratio be at least 8%; and (4) a minimum
leverage ratio of Tier I capital to average total assets.  The
minimum leverage ratio is not specifically defined, but is
generally expected to be 4-5 percent for all but the most highly
rated banks, as determined by a regulatory rating system.  As of
September 30, 1994, the Corporation had a Tier I Capital to risk-
weighted assets ratio and total capital to risk-weighted assets
ratio of 17.69% and 18.97%, respectively and a minimum leverage
ratio of 10.13%.

19
FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

             Not applicable.

ITEM 2.  CHANGES IN SECURITIES

             Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

             Not applicable.

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

             Not applicable.

ITEM 5.  OTHER INFORMATION.

             The Corporation acquired United National
         Bancorporation and Reliable Financial Corporation on
         September 27, 1994 and September 29, 1994, respectively.
         In connection with pooling-of-interests accounting,
         Section 201.01 of the Commission's Codification of
         Financial Reporting Policies provides that the
         publication of at least 30 days of post-merger combined
         operations can take the form of a Form 10-Q filing. 
         Accordingly, the combined operations of the Corporation,
         including these two subsidiaries, for the month of     
         October 1994 generated interest income of $13.8 million,
         net interest income of $7.7 million and net income of
         $4.4 million.  All results are unaudited and should not
         be construed as being indicative of the expected results
         for the remainder of 1994.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

         (b)  Reports on Form 8-K
              (1)  Form 8-K dated July 12, 1994, reporting a
                   change in the Corporation's certifying
                   accountant.

              (2)  Form 8-K dated September 27, 1994 reporting
                   the acquisitions by the Corporation of United
                   National Bancorporation and its subsidiaries
                   and Reliable Financial Corporation and its
                   subsidiary.  Filing includes financial
                   statements of businesses acquired and pro
                   forma financial statements.

20
SIGNATURES

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

                         FIRST COMMONWEALTH FINANCIAL CORPORATION
                            (Registrant)

DATED:  November 14, 1994    /S/ E. James Trimarchi              
                             E. James Trimarchi, Chairman of the
                             Board, President and Chief Executive
                             Officer

DATED:  November 14, 1994    /S/ John J. Dolan                   
                             John J. Dolan, Sr. Vice President,
                             Comptroller, and Chief Financial
                             Officer