<PAGE>
As filed with the Securities and Exchange Commission on September 29, 1994

                                                  Registration No. 33-    


                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                            

                                   FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                                             

                  FIRST COMMONWEALTH FINANCIAL CORPORATION 
           (Exact name of registrant as specified in its charter)

     PENNSYLVANIA                               25-1428528
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)              Identification No.)

                Old Courthouse Square, 22 North Sixth Street,
                      Indiana, Pennsylvania 15701-0400
                                412-349-7220
(Address, including ZIP Code, and telephone number, including area 
         code, of registrant's principal executive offices)

                                           


                           David R. Tomb, Jr.
                 Vice President, Secretary and Treasurer
                 First Commonwealth Financial Corporation
                          Old Courthouse Square
                          22 North Sixth Street
                         Indiana, PA  15701-0400
                              412-349-7220
          (Name, address, including ZIP Code, and telephone number,
                  including area code, of agent for service)

                                  Copy to:
                            David L. DeNinno, Esq.
                           Reed Smith Shaw & McClay
                               435 Sixth Avenue
                            Pittsburgh, PA  15219
                                 412-288-3214
                                             

                       CALCULATION OF REGISTRATION FEE

Securities to be    Amount to be   Proposed Maximum Offering   
  Registered         Registered        Price per unit(1)       

Common Stock, $1.00    117,643               $6.24             
par value                                                      


Proposed Maximum Aggregate              Amount of
    Offering Price(1)                Registration Fee           
 
       $732,993.96                       $252.76
                                                               

     (1)  Estimated solely for the purposes of calculating the amount of the
registration fee, pursuant to Rule 457(h)(1), on the basis of the price at which
the options may be exercised.<PAGE>
<PAGE>
                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed by First Commonwealth
Financial Corporation ("FCFC") with the Securities and Exchange Commission
("SEC") and are incorporated herein by reference:

     (a)  FCFC's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993;

     (b)  All of the reports filed pursuant to Section 13(a) or 15(d) of
          the Securities Exchange Act of 1934 (the "Exchange Act") since
          the end of FCFC's fiscal year ended December 31, 1993, including
          the following:

          (i)  Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1994.

          (ii) Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1994.

     All documents subsequently filed by FCFC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed incorporated document modifies
or supersedes such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, to
exist or constitute a part hereof. 

ITEM 4.  DESCRIPTION OF SECURITIES.

          The description of the FCFC Common Stock is incorporated herein
by reference to Item 1 ("Description of Registrants' Securities to be
Registered") contained in the FCFC's Registration Statement on Form 8-A, 
in the form in which it was filed with the Securities and Exchange
Commission on June 5, 1992.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     During 1993, David R. Tomb, Jr., attorney-at-law, and the law firm of
Tomb and Tomb of which Mr. Tomb is a partner performed legal services for 

1<PAGE>
<PAGE>

FCFC.  The fees paid for services during 1993 were $65,000.  Mr. Tomb is
Vice President, Secretary and Treasurer and a Director of FCFC.  As of
June 24, 1994, Mr. Tomb was the beneficial owner of, and had voting and
investment power with respect to, 295,420 shares of FCFC's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Pennsylvania Business Corporation Law of 1988.  Section 1741 of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") provides that
unless otherwise restricted in its bylaws, a business corporation shall
(subject to the limitations described below) have the power to indemnify
any person who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action or proceeding, if such person acted in good
faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. 
The termination of any action or proceeding by judgment, order, settlement
or conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that such person did not act in good
faith and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.

     Section 1742 of the BCL provides that unless otherwise restricted in
its bylaws, a corporation shall (subject to the limitations described
below) have the power to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed
action by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action if such
person acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation. 
Indemnification shall not be made under Section 1742 in respect of any
claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless, and only to the extent that, the
court of common pleas of the judicial district embracing the county in
which the registered office of the corporation is located or the court in
which such action was brought determines upon application that, despite  <PAGE>
2<PAGE>
<PAGE>
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court of common pleas or such other court shall deem
proper. 

     Section 1744 of the BCL provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the business
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the relevant section.  Such determination
shall be made:

     (1)  By the board of directors of the corporation by a majority vote
of a quorum consisting of directors who were not parties to the action or
proceeding; or

     (2)  If such a quorum is not obtainable, or, if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or

     (3)  By the shareholders.

     Notwithstanding the above, Section 1743 of the BCL provides that, to
the extent that a director, officer, employee or agent of a business
corporation has been successful on the merits or otherwise in defense of
any action or proceeding referred to above, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith. 

     Section 1745 of the BCL provides that expenses (including attorneys'
fees) incurred in defending any action or proceeding may be paid by a
business corporation in advance of the final disposition of the action or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it is ultimately
determined that such person is not entitled to be indemnified by the
corporation. 

     Section 1746 of the BCL provides that the indemnification and
advancement of expenses provided by or granted pursuant to the subchapter
on indemnification shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office. 
Section 1746 also provides that indemnification may not be made in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness.  The articles of incorporation may not provide
for indemnification in the case of willful misconduct or recklessness. 

3<PAGE>
<PAGE>
     Section 1747 of the BCL provides that, unless otherwise restricted in
its bylaws, a business corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against any
liability asserted against such person and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify the director, officer,
employee or agent against such liability under the provisions of the
subchapter governing indemnification.  Section 1747 declares such
insurance to be consistent with the public policy of the Commonwealth of
Pennsylvania. 

     Section 1750 of the BCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the
subchapter governing indemnification shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent of the corporation and shall inure to
the benefit of the heirs and personal representatives of such director,
officer, employee or agent.

     FCFC By-Laws.  Article 23 of the By-Laws of FCFC provides that FCFC
shall indemnify any director, officer and/or employee or any former
director, officer and/or employee who was or is a party to, or is
threatened to be made a party to, or is called as a witness in connection
with, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the
fact that such person is or was a director, officer and/or employee of
FCFC, or is or was serving at the request of FCFC as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.  In the case of an action or suit by or in the
right of the registrant, no indemnification shall be made in respect of a
claim, issue or matter as to which such person shall have been adjudged to
be liable for misconduct in the performance of his duty to the registrant. 
Article 23 further provides that, except as may be otherwise ordered by a
court, there shall be a presumption that any officer, director and/or
employee is entitled to indemnification in the foregoing circumstances
unless either a majority of the directors not involved in the proceedings
or, if there are less than three such directors, then the holders of
one-third of the outstanding shares of FCFC, determine that the person is
not entitled to such presumption.  In the event of any such determination,
a written opinion as to whether or not the parties involved are entitled
to indemnification shall be requested from independent counsel.

     Section 12.3 of the By-Laws of FCFC further provides that except as
specifically provided by law, a director of FCFC will not be personally
liable for monetary damages with respect to any action taken, or any
failure to act, unless such director has breached or failed to perform the
duties of his office under Pennsylvania law relating to standard of care
and justifiable reliance and the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.  Any amendment or repeal 

4<PAGE>
<PAGE>
of Section 12.3 which has the effect of increasing director liability
shall operate prospectively only and shall not affect any action taken, or
any failure to act, prior to the adoption of such amendment.

     FCFC maintains directors' and officers' liability insurance covering
its directors and officers with respect to liabilities, including
liabilities under the Securities Act of 1933, which they may incur in
connection with their serving in such capacity.  Under the provisions of
this insurance policy, FCFC received reimbursement for amounts as to which
the directors and officers are indemnified by FCFC under the
indemnification provisions of Article 23 of the By-Laws of FCFC.  Such
insurance also provides certain additional coverage for the directors and
officers against certain liabilities even though such liabilities may not
be covered by the indemnification provisions described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

   4.1    Incentive Stock Option Agreement dated May 13, 1991, entered
          into between United National Bancorporation ("UNB") and Robert
          C. Williams, together with schedule listing substantially
          identical Incentive Stock Option Agreements with the following
          individuals:  K. Lee Hopkins, Dorothy J. Jamison, Charles L.
          States, Charles E. James, David P. Stokrp, Catherine A.
          Cresswell, Homer D. Starr, Jr., and Nancy L. Barber

   4.2    Stock Appreciation Rights Agreement dated May 13, 1991, entered
          into between United National Bancorporation ("UNB") and Robert
          C. Williams, together with schedule listing substantially
          identical Stock Appreciation Rights Agreements with the
          following individuals:  K. Lee Hopkins, Dorothy J. Jamison,
          Charles L. States, Charles E. James, David P. Stokrp, Catherine
          A. Cresswell, Homer D. Starr, Jr., and Nancy L. Barber.

   4.3    Nonstatutory Stock Option Agreement dated March 30, 1992 between
          Stephen Grippi and Reliable Financial Corporation ("Reliable")

   4.4    Stock Option Agreement for Nonemployee Directors dated March 30,
          1992 between Peter Calabro and Reliable, together with schedule
          listing substantially identical Stock Option Agreements with the
          following individuals:  George W. Keith, Eugene Povero and S.A.
          Russo

   4.5    Assumption of Stock Options Agreement, dated September 27, 1994
          between FCFC and UNB

   4.6    Assumption of Stock Options Agreement, dated September 29, 1994
          between FCFC and Reliable

5<PAGE>
<PAGE>
   4.7*   Agreement and Plan of Reorganization dated as of March 25, 1994
          between FCFC and UNB and Plan of Merger dated as of March 25,
          1994 between FCFC and UNB (incorporated herein by reference to
          Exhibit 2.1 to FCFC's Registration Statement on Form S-4 (Reg.
          No. 33-54193) filed with the SEC on June 17, 1994).

   4.8*   Agreement and Plan of Reorganization dated as of April 21, 1994
          between FCFC and Reliable and Plan of Merger dated as of
          April 21, 1994 between Reliable and Interim Reliable, Inc.
          (incorporated herein by reference to Exhibit 2.1 to FCFC's
          Registration Statement on Form S-4 (Reg. No. 33-54381) filed
          with the SEC on June 30, 1994).

   5.1    Opinion of Tomb and Tomb regarding legality of shares of FCFC's
          Common Stock being registered.

   23.1   Consent of Jarret * Stokes & Co., independent certified public
          accountants. 

   23.2*  Consent of Tomb and Tomb (contained in their opinion filed as
          exhibit 5.1 hereto). 

   24.1   Powers of Attorney. 
                                 
   *Incorporated herein by reference. 

6<PAGE>
<PAGE> 
ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are     
     being made, a post-effective amendment to this registration statement
     to include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement
     or any material change to such information in the registration
     statement.

          (2)  That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment shall
     be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof. 

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering. 

     (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. 

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue. 

7
<PAGE>
<PAGE>
                               SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Borough of Indiana, Commonwealth of
Pennsylvania, on September 30, 1994.

                                  FIRST COMMONWEALTH FINANCIAL CORPORATION
                                  (Registrant)


                                  By /s/E. James Trimarchi     
                                    E. James Trimarchi, President


          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities indicated on September 30, 1994.


          Signature and Capacity


 /s/E. James Trimarchi            
  E. James Trimarchi, President
   and Principal Executive Officer
   and Director


               *                  
  Sumner E. Brumbaugh, Director


               *                  
   E.H. Brubaker, Director


               *                  
  Edward T. Cote, Director


               *                  
  Thomas L. Delaney, Director


               *                  
  Clayton C. Dovey, Jr., Director


               *                  
  Ronald C. Geiser, Director

8<PAGE>
<PAGE>
                *                  
  Johnston A. Glass, Director


               *                  
  A.B. Hallstrom, Director


               *                  
  Thomas J. Hanford, Director


               *                  
  H.H. Heilman, Jr., Director


               *                  
  David F. Irvin, Director


               *                  
  David L. Johnson, Director


               *                  
  Robert F. Koslow, Director


               *                  
  Dale P. Latimer, Director


               *                  
  Joseph W. Proske, Director


               *                  
  Charles J. Szewczyk, Director


               *                  
  David R. Tomb, Jr., Director


               *                  
  John I. Whalley, Jr., Director


               *                  
  John J. Dolan, Senior Vice
  President, Principal Financial
  Officer and Principal Accounting
  Officer

9<PAGE>
<PAGE>
   *By/s/E. James Trimarchi        
        E. James Trimarchi
        Attorney-in-Fact

10
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As filed with the Securities and Exchange Commission on September 29, 1994

                                                  Registration No. 33-    

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                            

                                   FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                                             

                  FIRST COMMONWEALTH FINANCIAL CORPORATION 
           (Exact name of registrant as specified in its charter)

     PENNSYLVANIA                               25-1428528
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)              Identification No.)

                Old Courthouse Square, 22 North Sixth Street,
                      Indiana, Pennsylvania 15701-0400
                                412-349-7220
(Address, including ZIP Code, and telephone number, including area 
         code, of registrant's principal executive offices)

                                           

                           David R. Tomb, Jr.
                 Vice President, Secretary and Treasurer
                 First Commonwealth Financial Corporation
                          Old Courthouse Square
                          22 North Sixth Street
                         Indiana, PA  15701-0400
                              412-349-7220
          (Name, address, including ZIP Code, and telephone number,
                  including area code, of agent for service)

                                  Copy to:
                            David L. DeNinno, Esq.
                           Reed Smith Shaw & McClay
                               435 Sixth Avenue
                            Pittsburgh, PA  15219
                                 412-288-3214
                                             

                       CALCULATION OF REGISTRATION FEE

Securities to be    Amount to be   Proposed Maximum Offering   
  Registered         Registered        Price per unit(1)       

Common Stock, $1.00    117,643               $6.24             
par value                                                      

Proposed Maximum Aggregate              Amount of
    Offering Price(1)                Registration Fee           
 
       $732,993.96                       $252.76
                                                               

     (1)  Estimated solely for the purposes of calculating the amount of the
registration fee, pursuant to Rule 457(h)(1), on the basis of the price at which
the options may be exercised.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed by First Commonwealth
Financial Corporation ("FCFC") with the Securities and Exchange Commission
("SEC") and are incorporated herein by reference:

     (a)  FCFC's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1993;

     (b)  All of the reports filed pursuant to Section 13(a) or 15(d) of
          the Securities Exchange Act of 1934 (the "Exchange Act") since
          the end of FCFC's fiscal year ended December 31, 1993, including
          the following:

          (i)  Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1994.

          (ii) Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1994.

     All documents subsequently filed by FCFC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed incorporated document modifies
or supersedes such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, to
exist or constitute a part hereof. 

ITEM 4.  DESCRIPTION OF SECURITIES.

          The description of the FCFC Common Stock is incorporated herein
by reference to Item 1 ("Description of Registrants' Securities to be
Registered") contained in the FCFC's Registration Statement on Form 8-A, 
in the form in which it was filed with the Securities and Exchange
Commission on June 5, 1992.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     During 1993, David R. Tomb, Jr., attorney-at-law, and the law firm of
Tomb and Tomb of which Mr. Tomb is a partner performed legal services for 

1
FCFC.  The fees paid for services during 1993 were $65,000.  Mr. Tomb is
Vice President, Secretary and Treasurer and a Director of FCFC.  As of
June 24, 1994, Mr. Tomb was the beneficial owner of, and had voting and
investment power with respect to, 295,420 shares of FCFC's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Pennsylvania Business Corporation Law of 1988.  Section 1741 of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") provides that
unless otherwise restricted in its bylaws, a business corporation shall
(subject to the limitations described below) have the power to indemnify
any person who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action or proceeding, if such person acted in good
faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. 
The termination of any action or proceeding by judgment, order, settlement
or conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that such person did not act in good
faith and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.

     Section 1742 of the BCL provides that unless otherwise restricted in
its bylaws, a corporation shall (subject to the limitations described
below) have the power to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed
action by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action if such
person acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation. 
Indemnification shall not be made under Section 1742 in respect of any
claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless, and only to the extent that, the
court of common pleas of the judicial district embracing the county in
which the registered office of the corporation is located or the court in
which such action was brought determines upon application that, despite
2
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court of common pleas or such other court shall deem
proper. 

     Section 1744 of the BCL provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the business
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the relevant section.  Such determination
shall be made:

     (1)  By the board of directors of the corporation by a majority vote
of a quorum consisting of directors who were not parties to the action or
proceeding; or

     (2)  If such a quorum is not obtainable, or, if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or

     (3)  By the shareholders.

     Notwithstanding the above, Section 1743 of the BCL provides that, to
the extent that a director, officer, employee or agent of a business
corporation has been successful on the merits or otherwise in defense of
any action or proceeding referred to above, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith. 

     Section 1745 of the BCL provides that expenses (including attorneys'
fees) incurred in defending any action or proceeding may be paid by a
business corporation in advance of the final disposition of the action or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it is ultimately
determined that such person is not entitled to be indemnified by the
corporation. 

     Section 1746 of the BCL provides that the indemnification and
advancement of expenses provided by or granted pursuant to the subchapter
on indemnification shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office. 
Section 1746 also provides that indemnification may not be made in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness.  The articles of incorporation may not provide
for indemnification in the case of willful misconduct or recklessness. 

3
Section 1747 of the BCL provides that, unless otherwise restricted in
its bylaws, a business corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against any
liability asserted against such person and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify the director, officer,
employee or agent against such liability under the provisions of the
subchapter governing indemnification.  Section 1747 declares such
insurance to be consistent with the public policy of the Commonwealth of
Pennsylvania. 

     Section 1750 of the BCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the
subchapter governing indemnification shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent of the corporation and shall inure to
the benefit of the heirs and personal representatives of such director,
officer, employee or agent.

     FCFC By-Laws.  Article 23 of the By-Laws of FCFC provides that FCFC
shall indemnify any director, officer and/or employee or any former
director, officer and/or employee who was or is a party to, or is
threatened to be made a party to, or is called as a witness in connection
with, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the
fact that such person is or was a director, officer and/or employee of
FCFC, or is or was serving at the request of FCFC as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.  In the case of an action or suit by or in the
right of the registrant, no indemnification shall be made in respect of a
claim, issue or matter as to which such person shall have been adjudged to
be liable for misconduct in the performance of his duty to the registrant. 
Article 23 further provides that, except as may be otherwise ordered by a
court, there shall be a presumption that any officer, director and/or
employee is entitled to indemnification in the foregoing circumstances
unless either a majority of the directors not involved in the proceedings
or, if there are less than three such directors, then the holders of
one-third of the outstanding shares of FCFC, determine that the person is
not entitled to such presumption.  In the event of any such determination,
a written opinion as to whether or not the parties involved are entitled
to indemnification shall be requested from independent counsel.

     Section 12.3 of the By-Laws of FCFC further provides that except as
specifically provided by law, a director of FCFC will not be personally
liable for monetary damages with respect to any action taken, or any
failure to act, unless such director has breached or failed to perform the
duties of his office under Pennsylvania law relating to standard of care
and justifiable reliance and the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.  Any amendment or repeal 

4
of Section 12.3 which has the effect of increasing director liability
shall operate prospectively only and shall not affect any action taken, or
any failure to act, prior to the adoption of such amendment.

     FCFC maintains directors' and officers' liability insurance covering
its directors and officers with respect to liabilities, including
liabilities under the Securities Act of 1933, which they may incur in
connection with their serving in such capacity.  Under the provisions of
this insurance policy, FCFC received reimbursement for amounts as to which
the directors and officers are indemnified by FCFC under the
indemnification provisions of Article 23 of the By-Laws of FCFC.  Such
insurance also provides certain additional coverage for the directors and
officers against certain liabilities even though such liabilities may not
be covered by the indemnification provisions described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

   4.1    Incentive Stock Option Agreement dated May 13, 1991, entered
          into between United National Bancorporation ("UNB") and Robert
          C. Williams, together with schedule listing substantially
          identical Incentive Stock Option Agreements with the following
          individuals:  K. Lee Hopkins, Dorothy J. Jamison, Charles L.
          States, Charles E. James, David P. Stokrp, Catherine A.
          Cresswell, Homer D. Starr, Jr., and Nancy L. Barber

   4.2    Stock Appreciation Rights Agreement dated May 13, 1991, entered
          into between United National Bancorporation ("UNB") and Robert
          C. Williams, together with schedule listing substantially
          identical Stock Appreciation Rights Agreements with the
          following individuals:  K. Lee Hopkins, Dorothy J. Jamison,
          Charles L. States, Charles E. James, David P. Stokrp, Catherine
          A. Cresswell, Homer D. Starr, Jr., and Nancy L. Barber.

   4.3    Nonstatutory Stock Option Agreement dated March 30, 1992 between
          Stephen Grippi and Reliable Financial Corporation ("Reliable")

   4.4    Stock Option Agreement for Nonemployee Directors dated March 30,
          1992 between Peter Calabro and Reliable, together with schedule
          listing substantially identical Stock Option Agreements with the
          following individuals:  George W. Keith, Eugene Povero and S.A.
          Russo

   4.5    Assumption of Stock Options Agreement, dated September 27, 1994
          between FCFC and UNB

   4.6    Assumption of Stock Options Agreement, dated September 29, 1994
          between FCFC and Reliable

5
4.7*   Agreement and Plan of Reorganization dated as of March 25, 1994
          between FCFC and UNB and Plan of Merger dated as of March 25,
          1994 between FCFC and UNB (incorporated herein by reference to
          Exhibit 2.1 to FCFC's Registration Statement on Form S-4 (Reg.
          No. 33-54193) filed with the SEC on June 17, 1994).

   4.8*   Agreement and Plan of Reorganization dated as of April 21, 1994
          between FCFC and Reliable and Plan of Merger dated as of
          April 21, 1994 between Reliable and Interim Reliable, Inc.
          (incorporated herein by reference to Exhibit 2.1 to FCFC's
          Registration Statement on Form S-4 (Reg. No. 33-54381) filed
          with the SEC on June 30, 1994).

   5.1    Opinion of Tomb and Tomb regarding legality of shares of FCFC's
          Common Stock being registered.

   23.1   Consent of Jarret * Stokes & Co., independent certified public
          accountants. 

   23.2*  Consent of Tomb and Tomb (contained in their opinion filed as
          exhibit 5.1 hereto). 

   24.1   Powers of Attorney. 
                                 
   *Incorporated herein by reference. 

6
ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are     
     being made, a post-effective amendment to this registration statement
     to include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement
     or any material change to such information in the registration
     statement.

          (2)  That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment shall
     be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof. 

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering. 

     (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. 

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue. 

7
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Borough of Indiana, Commonwealth of
Pennsylvania, on September 30, 1994.

                                  FIRST COMMONWEALTH FINANCIAL CORPORATION
                                  (Registrant)

                                  By /s/E. James Trimarchi     
                                    E. James Trimarchi, President

          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities indicated on September 30, 1994.

          Signature and Capacity

 /s/E. James Trimarchi            
  E. James Trimarchi, President
   and Principal Executive Officer
   and Director

               *                  
  Sumner E. Brumbaugh, Director

               *                  
   E.H. Brubaker, Director

               *                  
  Edward T. Cote, Director

               *                  
  Thomas L. Delaney, Director

               *                  
  Clayton C. Dovey, Jr., Director

               *                  
  Ronald C. Geiser, Director

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*                  
  Johnston A. Glass, Director

               *                  
  A.B. Hallstrom, Director

               *                  
  Thomas J. Hanford, Director

               *                  
  H.H. Heilman, Jr., Director

               *                  
  David F. Irvin, Director

               *                  
  David L. Johnson, Director

               *                  
  Robert F. Koslow, Director

               *                  
  Dale P. Latimer, Director

               *                  
  Joseph W. Proske, Director

               *                  
  Charles J. Szewczyk, Director

               *                  
  David R. Tomb, Jr., Director

               *                  
  John I. Whalley, Jr., Director

               *                  
  John J. Dolan, Senior Vice
  President, Principal Financial
  Officer and Principal Accounting
  Officer

9
*By/s/E. James Trimarchi        
        E. James Trimarchi
        Attorney-in-Fact

10