<PAGE>
                                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.)


22 NORTH SIXTH STREET, INDIANA, PA                             15701
                                                                            
(Address of Principal Executive Offices)                     (Zip Code)


            FIRST COMMONWEALTH FINANCIAL CORPORATION - 1995
                    COMPENSATORY STOCK OPTION PLAN
                                                                            
                       (Full title of the plan)


                                                       22 NORTH SIXTH STREET
Joseph E. O'Dell and David R. Tomb, Jr.                INDIANA, PA  15701
                                                                            
               (Name and address of agents for service)


                            (412) 349-7220
                                                                            
     (Telephone number, including area code, of agent for service)


                    Calculation of Registration Fee

                                                                            
<TABLE>
<CAPTION>
                                                                      Proposed              Amount
                                              Proposed                maximum                 of
Title of securities      Amount to be      maximum offering      aggregate offering      registration
 to be registered         registered        price per unit             price                 fee
                                                                                                        
<S>                       <C>                 <C>                    <C>                   <C>
Call options for          Options for         18-3/8 (1)             $18,375,000           $6,336.21
shares of the common       1,000,000
stock of registrant         shares
($1.00 par value)
</TABLE>
(1) Based upon actual exercise price for the first series of options granted
    under the Plan.
<PAGE>
<PAGE>
                      FIRST COMMONWEALTH FINANCIAL
                           CORPORATION - 1995
                     COMPENSATORY STOCK OPTION PLAN

                                  INDEX

PART I


Item 1.  Plan Information                                      Prospectus

Item 2.  Registrant Information and                            Prospectus
         Employee Plan Annual Information

PART II


Item 3.  Incorporation of Documents By                              2
         Reference

Item 4.  Description of Securities                                  2

Item 5.  Interests of Named Experts                                 2
         and Counsel

Item 6.  Indemnification of Directors                               2
         and Officers                    

Item 7.  Exemption from Registration                                5
         Claimed
 
Item 8.  Exhibits                                                   6

Item 9.  Undertakings                                              25

          SIGNATURES                                               26

<PAGE>
<PAGE>
                                PART II

Item 3. Incorporation of Documents by Reference

        (a) The Registrant's latest annual report, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended, is hereby
incorporated by reference.

        (b) Annual form 10-K and quarterly forms 10-Q as filed by the
Registrant with the Securities and Exchange Commission are hereby
incorporated by reference.

Item 4. Description of Securities

        Not applicable

Item 5. Interests of Named Experts and Counsel

        Not applicable

Item 6. Indemnification of Directors and Officers

        Indemnification of the directors and officers of the Registrant
derives from two sources, viz.: the Pennsylvania Business Corporation Law
and the By-laws of the Registrant, all as described herein.
        Section 1741 of the Business Corporation Law of 1988 of the
Commonwealth of Pennsylvania (the "Law") provides that, unless otherwise
modified or restricted in a corporation's by-laws, a business corporation
shall have the power to indemnify any person who was or is a party, or is
threatened to be made a party to, any contemplated, pending or completed
action or proceeding, whether in law, equity, or criminal, administrative or
investigatory (except for an action or proceeding by, or on behalf of, the
corporation itself), by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation or is or was
serving at the behest of said corporation as a director, officer, employee
or agent of any other domestic, foreign or alien corporation (whether such
other corporation is a business, corporation, not-for-profit corporation or
otherwise), partnership, sole proprietorship, trust or other enterprise
against expenses of defense (including fees of counsel), judgments, fines
and/or amounts paid in settlement actually and reasonably incurred by such
person in connection with any such action or preceding.  However, the Law
further provides that the corporation may indemnify such person only if he
acted in good faith and in a manner that he reasonably believed to be in, or
not opposed to, the best interest of the indemnifying corporation and, with
respect to any criminal or administrative proceeding or investigation, had
no reasonable cause to believe that his conduct was prohibited or unlawful. 
However, a plea of guilty or nolo contendere or a judgment of conviction,
order or decree in a civil action, or a finding in an administrative
proceeding or settlement shall not, per se create a presumption that such
person did not act in good faith and in a manner which he reasonably
believed to be in, or in any criminal or administrative proceeding or
investigation, had reasonable cause to believe that his conduct was not
prohibited or unlawful.

2<PAGE>
<PAGE>
        Section 1742 of the Law further provides that, unless contrary to
the By-laws of the corporation, a business corporation shall have the power
to indemnify any person who was or is a party, or is threatened to be made a
party, to any contemplated, pending or completed legal action or proceeding
brought by the indemnifying corporation or in its name and on its behalf by
reason of the fact that the indemnitee is or was a director, officer,
employee or agent of the indemnifying corporation or is or was serving at
the behest of said corporation as a director, officer, employee or agent of
any other domestic, foreign or alien corporation (whether such other
corporation is a business corporation, not-for-profit corporation or
otherwise), partnership, sole proprietorship, trust or other enterprise,
against expenses of defense (including fees of counsel) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action if, and only if, such indemnitee acted in good
faith and in a manner that he reasonably believed to be in, or not opposed
to, the best interests of the indemnitor corporation.  However, the Law
further provides that indemnification shall not be made under this section
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 then only to the
extent that, the Court of Common Pleas of the County in which the registered
office of such corporation is located or the trial court in which such
action is brought determines upon application in view of all of the
circumstances, such person is fairly and reasonably entitled to indemnify
for the expenses previously described in this paragraph.
        Section 1743 of the Law provides that, to the extent that a
director, officer, employee or agent of the indemnitor corporation has been
successful in defense of any action or proceeding referred to above, or in
defense of any claim, issue or matter therein contained, such person shall,
unless the corporation provides to the contrary in its By-laws, be
indemnified against expenses of defense (including fees of counsel) actually
and reasonably incurred by such person in connection therewith.
        Section 1744 of the Law provides that, except as provided in Section
1743 (as described in the previous paragraph), unless ordered by a court of
competent jurisdiction, any indemnification pursuant to Sections 1741 or
1742 of the Law (as summarized above) shall be made by said corporation only
after a determination in each particular case that indemnification is proper
in the circumstances because the indemnitee has met the standard of care for
indemnification described above.  Such determination shall be made by the
Board of Directors of such corporation by a majority vote of a quorum
consisting only of those directors who were not parties to the action or
proceeding, or if it is impossible to obtain such a quorum, or if a majority
vote of the quorum consisting only of those directors who were not parties
to the action or proceeding so directs, by a written opinion of independent
legal counsel so appointed; or by a vote of the shareholders of the
corporation.
        Section 1745 of the Law provides that expenses of defense (including
fees of counsel) incurred in defending any action or proceeding may be paid
by the indemnitor corporation in advance of the final disposition of the
action or proceeding upon receipt of an undertaking by 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 Law provides that the indemnification and
advancement of expenses provided by the relevant sections of the Business
Corporation Law of 1988 shall not be deemed exclusive or any other rights
which an indemnitee may be entitled pursuant to any By-law, agreement, vote
of shareholders or directors who were not parties to the action or
proceeding, 

3<PAGE>
<PAGE>
both as to any action in which the indemnitee is named a party thereto in
his official capacity and as to any action in which the indemnitee was named
a party in his personal capacity or any other capacity while holding any of
the offices described above.  This section also provides that
indemnification may not be made for willful, wanton or reckless conduct, and
any provisions in the articles of incorporation or By-laws purporting to
provide indemnification under those circumstances are void and of no effect.
        Section 1747 of the Law provides that, unless otherwise restricted
in its By-laws, a corporation shall have the power to purchase and maintain
insurance on behalf of any potential indemnitee as described above against
liability asserted against such person and incurred by him, or arising out
of his status as such person, whether or not the corporation would have the
power to indemnify such person against such liability pursuant to the
applicable provisions of the Business Corporation Law of 1988 as described
above.  This section specifically declares that the purchase and maintenance
of such insurance is consistent with the public policy of the Commonwealth
of Pennsylvania.
        Finally, Section 1750 of the Law provides that, unless otherwise
provided when authorized or ratified, indemnification and advancing of
expenses shall continue as to a person who has ceased to be a director,
officer, employee or agent of the indemnitor and shall injure to the benefit
of his heirs and personal representatives.
        Consistent with the Law as described above, Article 23 of the By-
laws of the Registrant provide that the Registrant shall indemnify any
director, officer, employee or former director, officer 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 contemplated, pending or completed action,
suit or proceeding or investigation, whether civil, criminal or
administrative, by reason of the fact that such person is or was a director,
officer or employee of the Registrant, or is, or was, serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation or other entity.  In the case of an action or proceeding by, or
on behalf of, the Registrant, no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall be adjudged to be
liable for misconduct in the performance of his duty to the Registrant,
unless the Registrant shall determine that such person shall be entitled to
indemnification, such determination to be made as described in the
penultimate sentence of this paragraph.  It is further provided that, unless
otherwise ordered by a Court of competent jurisdiction, there shall be a
presumption that any director, officer or employee in the circumstances
described in the antepenultimate sentence of this paragraph shall be
entitled to presumption that he is entitled to indemnification unless either
a majority of the directors not involved in the action or proceeding, or, if
there are less than three such directors, then the holders of one-third of
the outstanding shares of the Registrant determine that such person is not
entitled to such presumption.  In the event of a latter such determination,
a written opinion as to whether the persons involved are entitled to
indemnification is to be provided by independent counsel.
        Finally, Section 12.3 of the By-laws of the Registrant further
provides that, except as is specifically otherwise provided by law, a
director of the Registrant will not be 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 standards of care and justifiable reliance and the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness.  That section also provides that any amendment or repeal of it
which has the effect of reducing director indemnification or increasing
director liability shall 

4<PAGE>
<PAGE>
operate prospectively only and shall not affect any action taken, or any
failure to act, prior to the adoption of any such amendment or repeal.
        The Registrant maintains directors' and officers' liability
insurance covering its directors and officers with respect to liabilities,
including liabilities and the Securities Act of 1933, which they may incur
in connection with their serving in such capacity.  Under the provisions of
this insurance policy, the Registrant receives reimbursement for amounts
which the directors and officers are indemnified by the Registrant under
Article 23 of the By-laws of the Registrant as summarized above.  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

5<PAGE>
<PAGE>
Item 8. EXHIBITS


Documents filed as part of this Registration Statement:

Exhibit Number                   Description                       Page
Number

    8.4                    Instruments Defining Rights                 7
                           of Security Holders, Including
                           Indentures [First Commonwealth
                           Financial Corporation 1995
                           Compensatory Stock Option Plan]

    8.5                    Opinion Regarding Legality                 18

    8.23a                  Consent of Certified Public                21
                           Accountant to incorporation of
                           report by reference

    8.23b                  Consent of Legal Counsel to                22
                           incorporation of Opinion
                           Regarding Legality [Exhibit 8.5] 
 
    8.24                   Power of Attorney                          23


6<PAGE>
<PAGE>
Item 9. UNDERTAKINGS


       The undersigned registrant hereby undertakes 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.

       The undersigned registrant hereby further undertakes 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 thereon, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

       The undersigned registrant hereby further undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered at the termination of the offering.

       The undersigned registrant hereby further undertakes that, for the
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 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.

25<PAGE>
<PAGE>
SIGNATURES


       Pursuant to the requirements of Section 10(a) of the Securities Act
of 1933 the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in Indiana,
Pennsylvania, this 22nd day of April, 1997.
                                                FIRST COMMONWEALTH FINANCIAL
                                                CORPORATION
                                                (Registrant)


                                                By/S/JOSEPH E. O'DELL      
                                                  JOSEPH E. O'DELL
                                                  President and
                                                  Chief Executive Officer

26
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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.)

22 NORTH SIXTH STREET, INDIANA, PA                             15701
                                                                            
(Address of Principal Executive Offices)                     (Zip Code)

            FIRST COMMONWEALTH FINANCIAL CORPORATION - 1995
                    COMPENSATORY STOCK OPTION PLAN
                                                                            
                       (Full title of the plan)

                                                       22 NORTH SIXTH STREET
Joseph E. O'Dell and David R. Tomb, Jr.                INDIANA, PA  15701
                                                                            
               (Name and address of agents for service)

                            (412) 349-7220
                                                                            
     (Telephone number, including area code, of agent for service)

                    Calculation of Registration Fee
Proposed              Amount
                                              Proposed                maximum                 of
Title of securities      Amount to be      maximum offering      aggregate offering      registration
 to be registered         registered        price per unit             price                 fee
Call options for          Options for         18-3/8 (1)             $18,375,000           $6,336.21
shares of the common       1,000,000
stock of registrant         shares
($1.00 par value)
(1) Based upon actual exercise price for the first series of options granted
    under the Plan.
FIRST COMMONWEALTH FINANCIAL
                           CORPORATION - 1995
                     COMPENSATORY STOCK OPTION PLAN

                                  INDEX

PART I

Item 1.  Plan Information                                      Prospectus

Item 2.  Registrant Information and                            Prospectus
         Employee Plan Annual Information

PART II

Item 3.  Incorporation of Documents By                              2
         Reference

Item 4.  Description of Securities                                  2

Item 5.  Interests of Named Experts                                 2
         and Counsel

Item 6.  Indemnification of Directors                               2
         and Officers                    

Item 7.  Exemption from Registration                                5
         Claimed
 
Item 8.  Exhibits                                                   6

Item 9.  Undertakings                                              25

          SIGNATURES                                               26
PART II

Item 3. Incorporation of Documents by Reference

        (a) The Registrant's latest annual report, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended, is hereby
incorporated by reference.

        (b) Annual form 10-K and quarterly forms 10-Q as filed by the
Registrant with the Securities and Exchange Commission are hereby
incorporated by reference.

Item 4. Description of Securities

        Not applicable

Item 5. Interests of Named Experts and Counsel

        Not applicable

Item 6. Indemnification of Directors and Officers

        Indemnification of the directors and officers of the Registrant
derives from two sources, viz.: the Pennsylvania Business Corporation Law
and the By-laws of the Registrant, all as described herein.
        Section 1741 of the Business Corporation Law of 1988 of the
Commonwealth of Pennsylvania (the "Law") provides that, unless otherwise
modified or restricted in a corporation's by-laws, a business corporation
shall have the power to indemnify any person who was or is a party, or is
threatened to be made a party to, any contemplated, pending or completed
action or proceeding, whether in law, equity, or criminal, administrative or
investigatory (except for an action or proceeding by, or on behalf of, the
corporation itself), by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation or is or was
serving at the behest of said corporation as a director, officer, employee
or agent of any other domestic, foreign or alien corporation (whether such
other corporation is a business, corporation, not-for-profit corporation or
otherwise), partnership, sole proprietorship, trust or other enterprise
against expenses of defense (including fees of counsel), judgments, fines
and/or amounts paid in settlement actually and reasonably incurred by such
person in connection with any such action or preceding.  However, the Law
further provides that the corporation may indemnify such person only if he
acted in good faith and in a manner that he reasonably believed to be in, or
not opposed to, the best interest of the indemnifying corporation and, with
respect to any criminal or administrative proceeding or investigation, had
no reasonable cause to believe that his conduct was prohibited or unlawful. 
However, a plea of guilty or nolo contendere or a judgment of conviction,
order or decree in a civil action, or a finding in an administrative
proceeding or settlement shall not, per se create a presumption that such
person did not act in good faith and in a manner which he reasonably
believed to be in, or in any criminal or administrative proceeding or
investigation, had reasonable cause to believe that his conduct was not
prohibited or unlawful.

2
Section 1742 of the Law further provides that, unless contrary to
the By-laws of the corporation, a business corporation shall have the power
to indemnify any person who was or is a party, or is threatened to be made a
party, to any contemplated, pending or completed legal action or proceeding
brought by the indemnifying corporation or in its name and on its behalf by
reason of the fact that the indemnitee is or was a director, officer,
employee or agent of the indemnifying corporation or is or was serving at
the behest of said corporation as a director, officer, employee or agent of
any other domestic, foreign or alien corporation (whether such other
corporation is a business corporation, not-for-profit corporation or
otherwise), partnership, sole proprietorship, trust or other enterprise,
against expenses of defense (including fees of counsel) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action if, and only if, such indemnitee acted in good
faith and in a manner that he reasonably believed to be in, or not opposed
to, the best interests of the indemnitor corporation.  However, the Law
further provides that indemnification shall not be made under this section
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 then only to the
extent that, the Court of Common Pleas of the County in which the registered
office of such corporation is located or the trial court in which such
action is brought determines upon application in view of all of the
circumstances, such person is fairly and reasonably entitled to indemnify
for the expenses previously described in this paragraph.
        Section 1743 of the Law provides that, to the extent that a
director, officer, employee or agent of the indemnitor corporation has been
successful in defense of any action or proceeding referred to above, or in
defense of any claim, issue or matter therein contained, such person shall,
unless the corporation provides to the contrary in its By-laws, be
indemnified against expenses of defense (including fees of counsel) actually
and reasonably incurred by such person in connection therewith.
        Section 1744 of the Law provides that, except as provided in Section
1743 (as described in the previous paragraph), unless ordered by a court of
competent jurisdiction, any indemnification pursuant to Sections 1741 or
1742 of the Law (as summarized above) shall be made by said corporation only
after a determination in each particular case that indemnification is proper
in the circumstances because the indemnitee has met the standard of care for
indemnification described above.  Such determination shall be made by the
Board of Directors of such corporation by a majority vote of a quorum
consisting only of those directors who were not parties to the action or
proceeding, or if it is impossible to obtain such a quorum, or if a majority
vote of the quorum consisting only of those directors who were not parties
to the action or proceeding so directs, by a written opinion of independent
legal counsel so appointed; or by a vote of the shareholders of the
corporation.
        Section 1745 of the Law provides that expenses of defense (including
fees of counsel) incurred in defending any action or proceeding may be paid
by the indemnitor corporation in advance of the final disposition of the
action or proceeding upon receipt of an undertaking by 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 Law provides that the indemnification and
advancement of expenses provided by the relevant sections of the Business
Corporation Law of 1988 shall not be deemed exclusive or any other rights
which an indemnitee may be entitled pursuant to any By-law, agreement, vote
of shareholders or directors who were not parties to the action or
proceeding, 

3
both as to any action in which the indemnitee is named a party thereto in
his official capacity and as to any action in which the indemnitee was named
a party in his personal capacity or any other capacity while holding any of
the offices described above.  This section also provides that
indemnification may not be made for willful, wanton or reckless conduct, and
any provisions in the articles of incorporation or By-laws purporting to
provide indemnification under those circumstances are void and of no effect.
        Section 1747 of the Law provides that, unless otherwise restricted
in its By-laws, a corporation shall have the power to purchase and maintain
insurance on behalf of any potential indemnitee as described above against
liability asserted against such person and incurred by him, or arising out
of his status as such person, whether or not the corporation would have the
power to indemnify such person against such liability pursuant to the
applicable provisions of the Business Corporation Law of 1988 as described
above.  This section specifically declares that the purchase and maintenance
of such insurance is consistent with the public policy of the Commonwealth
of Pennsylvania.
        Finally, Section 1750 of the Law provides that, unless otherwise
provided when authorized or ratified, indemnification and advancing of
expenses shall continue as to a person who has ceased to be a director,
officer, employee or agent of the indemnitor and shall injure to the benefit
of his heirs and personal representatives.
        Consistent with the Law as described above, Article 23 of the By-
laws of the Registrant provide that the Registrant shall indemnify any
director, officer, employee or former director, officer 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 contemplated, pending or completed action,
suit or proceeding or investigation, whether civil, criminal or
administrative, by reason of the fact that such person is or was a director,
officer or employee of the Registrant, or is, or was, serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation or other entity.  In the case of an action or proceeding by, or
on behalf of, the Registrant, no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall be adjudged to be
liable for misconduct in the performance of his duty to the Registrant,
unless the Registrant shall determine that such person shall be entitled to
indemnification, such determination to be made as described in the
penultimate sentence of this paragraph.  It is further provided that, unless
otherwise ordered by a Court of competent jurisdiction, there shall be a
presumption that any director, officer or employee in the circumstances
described in the antepenultimate sentence of this paragraph shall be
entitled to presumption that he is entitled to indemnification unless either
a majority of the directors not involved in the action or proceeding, or, if
there are less than three such directors, then the holders of one-third of
the outstanding shares of the Registrant determine that such person is not
entitled to such presumption.  In the event of a latter such determination,
a written opinion as to whether the persons involved are entitled to
indemnification is to be provided by independent counsel.
        Finally, Section 12.3 of the By-laws of the Registrant further
provides that, except as is specifically otherwise provided by law, a
director of the Registrant will not be 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 standards of care and justifiable reliance and the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness.  That section also provides that any amendment or repeal of it
which has the effect of reducing director indemnification or increasing
director liability shall 

4
operate prospectively only and shall not affect any action taken, or any
failure to act, prior to the adoption of any such amendment or repeal.
        The Registrant maintains directors' and officers' liability
insurance covering its directors and officers with respect to liabilities,
including liabilities and the Securities Act of 1933, which they may incur
in connection with their serving in such capacity.  Under the provisions of
this insurance policy, the Registrant receives reimbursement for amounts
which the directors and officers are indemnified by the Registrant under
Article 23 of the By-laws of the Registrant as summarized above.  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

5
Item 8. EXHIBITS

Documents filed as part of this Registration Statement:

Exhibit Number                   Description                       Page
Number

    8.4                    Instruments Defining Rights                 7
                           of Security Holders, Including
                           Indentures [First Commonwealth
                           Financial Corporation 1995
                           Compensatory Stock Option Plan]

    8.5                    Opinion Regarding Legality                 18

    8.23a                  Consent of Certified Public                21
                           Accountant to incorporation of
                           report by reference

    8.23b                  Consent of Legal Counsel to                22
                           incorporation of Opinion
                           Regarding Legality [Exhibit 8.5] 
 
    8.24                   Power of Attorney                          23

6
Item 9. UNDERTAKINGS

       The undersigned registrant hereby undertakes 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.

       The undersigned registrant hereby further undertakes 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 thereon, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

       The undersigned registrant hereby further undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered at the termination of the offering.

       The undersigned registrant hereby further undertakes that, for the
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 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.

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SIGNATURES

       Pursuant to the requirements of Section 10(a) of the Securities Act
of 1933 the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in Indiana,
Pennsylvania, this 22nd day of April, 1997.
                                                FIRST COMMONWEALTH FINANCIAL
                                                CORPORATION
                                                (Registrant)

                                                By/S/JOSEPH E. O'DELL      
                                                  JOSEPH E. O'DELL
                                                  President and
                                                  Chief Executive Officer

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