<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


     Pursuant to Section 13, or 15(d) of the Securities Exchange Act of 1934
          Date of Report (Date of earliest event reported) May 2, 1996



                         TELEBANC FINANCIAL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     Delaware                   33-76930                     13-3759196
--------------------------------------------------------------------------------
  (State or other       (Commission File Number)            (IRS Employer
  jurisdiction of                                        Identification No.)
  incorporation)


1111 North Highland Street, Arlington, Virginia                   22201
--------------------------------------------------------------------------------
(Address of principal executive office)                        (Zip Code)


Registrant's telephone number, including area code:            (703) 247-3700
                                                               --------------


                                 Not Applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)



<PAGE>

Item 5.           Other Events

                  Agreement  to  Assume  Deposit  Liabilities.  On May 2,  1996,
TeleBanc  Financial  Corporation  (the  "Company")  entered into an Agreement to
Assume Deposit  Liabilities  (the  "Assumption  Agreement"),  by and among First
Commonwealth  Savings  Bank  FSB  ("First  Commonwealth"),   First  Commonwealth
Financial  Corp.,  John C. York Jr. and the Company,  to acquire certain deposit
liabilities  of First  Commonwealth.  The  Assumption  Agreement  is attached as
Exhibit 10 hereto, and incorporated by reference herein.



                  Agreement  and Plan of Merger.  On May 10,  1996,  the Company
entered into an Agreement and Plan of Merger (the "Merger  Agreement")  with MET
Holdings  Corporation  ("MET  Holdings").  The  Merger  Agreement  is subject to
termination by the Company on the basis of the Company's corporate investigation
of MET  Holdings  at any time up to and  including  45 days from the date of the
Merger  Agreement.  The Merger  Agreement  is attached as Exhibit 2 hereto,  and
incorporated by reference herein.



Item 7.           Financial Statements and Exhibits

                  c.  Exhibits

                        Exhibit No.             Description



                              2        Agreement and Plan of Merger

                             10        Agreement to Assume Deposit Liabilities




<PAGE>
                                       

                                    SIGNATURE



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

                               TELEBANC FINANCIAL CORPORATION


Date:  May 20, 1996            By:    /s/ Aileen Lopez Pugh
                                      -----------------------------------------
                                         Aileen Lopez Pugh
                                         Executive Vice President and
                                            Chief Financial Officer/Treasurer


























<PAGE>
                  
                                INDEX TO EXHIBITS

Exhibit
Number            Exhibit Description                                     Page
------            -------------------                                     ----

    2            Agreement and Plan of Merger . . . . . . . . . . . . . . . E-1

    10           Agreement to Assume Deposit Liabilities . . . .  . . . . . E-2

 
























<PAGE>
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4011}]
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

     Pursuant to Section 13, or 15(d) of the Securities Exchange Act of 1934
          Date of Report (Date of earliest event reported) May 2, 1996

                         TELEBANC FINANCIAL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

     Delaware                   33-76930                     13-3759196
--------------------------------------------------------------------------------
  (State or other       (Commission File Number)            (IRS Employer
  jurisdiction of                                        Identification No.)
  incorporation)

1111 North Highland Street, Arlington, Virginia                   22201
--------------------------------------------------------------------------------
(Address of principal executive office)                        (Zip Code)

Registrant's telephone number, including area code:            (703) 247-3700
                                                               --------------

                                 Not Applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5.           Other Events

                  Agreement  to  Assume  Deposit  Liabilities.  On May 2,  1996,
TeleBanc  Financial  Corporation  (the  "Company")  entered into an Agreement to
Assume Deposit  Liabilities  (the  "Assumption  Agreement"),  by and among First
Commonwealth  Savings  Bank  FSB  ("First  Commonwealth"),   First  Commonwealth
Financial  Corp.,  John C. York Jr. and the Company,  to acquire certain deposit
liabilities  of First  Commonwealth.  The  Assumption  Agreement  is attached as
Exhibit 10 hereto, and incorporated by reference herein.

                  Agreement  and Plan of Merger.  On May 10,  1996,  the Company
entered into an Agreement and Plan of Merger (the "Merger  Agreement")  with MET
Holdings  Corporation  ("MET  Holdings").  The  Merger  Agreement  is subject to
termination by the Company on the basis of the Company's corporate investigation
of MET  Holdings  at any time up to and  including  45 days from the date of the
Merger  Agreement.  The Merger  Agreement  is attached as Exhibit 2 hereto,  and
incorporated by reference herein.

Item 7.           Financial Statements and Exhibits

                  c.  Exhibits

                        Exhibit No.             Description

                              2        Agreement and Plan of Merger

                             10        Agreement to Assume Deposit Liabilities
SIGNATURE

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

                               TELEBANC FINANCIAL CORPORATION

Date:  May 20, 1996            By:    /s/ Aileen Lopez Pugh
                                      -----------------------------------------
                                         Aileen Lopez Pugh
                                         Executive Vice President and
                                            Chief Financial Officer/Treasurer
INDEX TO EXHIBITS

Exhibit
Number            Exhibit Description                                     Page
------            -------------------                                     ----

    2            Agreement and Plan of Merger . . . . . . . . . . . . . . . E-1

    10           Agreement to Assume Deposit Liabilities . . . .  . . . . . E-2