Schedule 14A

Securities and Exchange Commission

Washington, DC 20549

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use
of the Commission Only
(as permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12

First Commonwealth Financial Corporation
(Name of Registrant as Specified In Its Charter)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2)or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

2) Aggregate number of securities to which transaction
applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11.

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.

3) Filing party:

4) Date Filed:

FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 23, 199422, 1995

TO THE SHAREHOLDERS:

Notice is hereby given that the Annual Meeting of
Shareholders of First Commonwealth Financial Corporation (the
"Corporation") will be held at Folger Dining Hall, Indiana
University of Pennsylvania, Indiana, Pennsylvania on Saturday,
April 23, 1994,22, 1995, at 12:00 noon, local time, for the following
purposes:

1. To elect sixseven Directors to serve for terms expiring
in 1997.1998.

2. To act on the proposed amendments to Article 5 of the
Corporation's Articles of Incorporation to authorize
creation of an additional 75,000,000 shares of Common
Stock, and to change the Common Stock of the Corporation
by changing each issued and outstanding share of Common
Stock, par value $5 per share, into one share of Common
Stock, par value of $1 per share.

3. To act on such other matters as may properly come
before the meeting.

Only shareholders of record as of the close of business on
March 16, 199413, 1995 are entitled to notice of and to vote at the
Annual Meeting and any adjournments thereof. The Annual Report
to Shareholders for the year ended December 31, 1993,1994, which
includes consolidated financial statements of the Corporation, is
enclosed.

YOU ARE URGED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY
CARD AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING IN PERSON. IF YOU ATTEND THE MEETING YOU MAY, IF YOU
WISH, WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON.

By Order of the Board of Directors,

David R. Tomb, Jr.
Secretary

Indiana, Pennsylvania
March 25, 199427, 1995

FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

April 23, 199422, 1995

GENERAL INFORMATION

The accompanying proxy is solicited by the Board of
Directors of First Commonwealth Financial Corporation (the
"Corporation" or "FCFC") in connection with its Annual Meeting of
Shareholders to be held on Saturday, April 23, 1994,22, 1995, 12:00 noon,
local time, and any adjournments thereof.

If the accompanying proxy is duly executed and returned, the
shares of Common Stock of the Corporation represented thereby
will be voted and, where a specification is made by the
shareholder as provided therein, will be voted in accordance with
that specification. A proxy may be revoked by the person
executing it at any time before it has been voted by notice of
such revocation to David R. Tomb, Jr., Secretary of the
Corporation.

The three persons named in the enclosed proxy have been
selected by the Board of Directors and will vote shares
represented by valid proxies. They have indicated that, unless
otherwise specified in the proxy, they intend to vote to elect as
Directors the sixseven nominees listed on page 6.

The Board of Directors has no reason to believe that any of
the nominees will be unable to serve as Directors. In the event,
however, of the death or unavailability of any nominee or
nominees, the proxy to that extent will be voted for such other
person or persons as the Board of Directors may recommend. The Board of Directors unanimously
recommends that the shareholders approve the amendments to the Articles
of Incorporation described herein, to change the capital stock of the
Corporation.

The Corporation has no knowledge of any other matters to be
presented at the meeting. In the event other matters do properly
come before the meeting the persons named in the proxy will vote
in accordance with their judgment on such matters.

The approximate date on which this proxy statement is first
to be mailed to the shareholders of the Corporation is March 25, 1994.27,
1995. The cost of the solicitation of proxies will be paid by the
Corporation. In addition to the solicitation of proxies by the
use of the mails, management and regularly engaged employees of
the Corporation may, without additional compensation therefore,therefor,
solicit proxies on behalf of
1 the Corporation by personal
interviews, telephone, telegraph or other means, as appropriate.
The Corporation will, upon request, reimburse brokers and others
who are only record holders of the Corporation's Common Stock
("Common Stock") for their reasonable expenses in forwarding
1proxy material to, and obtaining voting instructions from, the
beneficial owners of such stock.

As of the close of business on March 16, 1994,13, 1995, there were
18,642,02422,436,628 shares of Common Stock issued and outstanding. Three
million (3,000,000) shares of Preferred Stock have been
authorized; however, none of the preferred shares are
outstanding. Only shareholders of record as of the close of
business on March 16, 199413, 1995 are entitled to receive notice of and
to vote at the Annual Meeting.

Shareholders are entitled to one vote for each share held on
all matters to be considered and acted upon at the Annual
Meeting. The Articles of Incorporation of the Corporation do not
permit cumulative voting. An affirmative vote of a majority of
the shares present and voting at the meeting is required for
approval of all items being submitted to the shareholders for
their consideration. Abstentions and broker non-votes are each
included in the determination of the number of shares present and
voting, but are not counted for purposes of determining whether a
proposal has been approved.

The Corporation conducts business through eightten banking
subsidiaries, National Bank of the Commonwealth ("NBOC"), Deposit
Bank ("Deposit"), Central Bank ("Central"), Cenwest National Bank
("Cenwest"), First National Bank of Leechburg ("Leechburg"),
Peoples Bank and Trust Company ("Peoples"), Peoples Bank of
Western Pennsylvania ("Peoples of W. PA"), Unitas National Bank
("Unitas"), Reliable Savings Banks, PaSA, a sole subsidiary of
Reliable Financial Corporation ("Reliable"), First Commonwealth
Trust Company ("FCTC"), and through Commonwealth Systems
Corporation ("CSC"), a data processing subsidiary. The
Corporation also jointly owns Commonwealth Trust Credit Life
Insurance Company ("CTCLIC"), a reinsurer of credit life and
accident and health insurance. NBOC, Deposit, Central, Cenwest,
Leechburg, Peoples, Peoples of W. PA, Unitas, Reliable and FCTC
are herein collectively called the "Subsidiary Banks."

COMMON STOCK OWNERSHIP BY MANAGEMENT

The Corporation is not aware of any person who, as of
March 16,
1994,13, 1995, was the beneficial owner of more than 5% of the
Common Stock, except for Fairman Drilling Company, DuBois, PA, which held 1,154,764
shares.FCTC as more fully described below. The
following table sets forth information concerning beneficial
ownership by all directors and nominees, by each of the executive
officers named in the Summary Compensation Table on page 1112 (the
"Summary Compensation Table") and by all directors and executive
officers as a group.

Amount and nature of Percent of
Name Beneficial Ownership(1) Class

E. H. Brubaker 10,03110,570 (2) *

Sumner E. Brumbaugh 145,990146,638 (2) (3) *

Edward T. Cote 100,400101,400 (5) *

Thomas L. Delaney 41,20642,329 (2) *

Clayton C. Dovey, Jr. 23,134 *

Ronald C. Geiser 18,54418,873 (3) *

Johnston A. Glass 18,90120,771 (3) *

A. B. Hallstrom 10,64411,297 (3) *

Thomas J. Hanford 48,258 *

H. H. Heilman, Jr. 21,50022,000 *

David F. Irvin 63,20463,586 *

David L. Johnson 6,7947,630 (2) *

Robert F. Koslow 15,42016,414 (2) (3) (10)(9) *

Dale P. Latimer 609,508646,925 (3) (5) (9) 3.27%(8) 2.88%

William Miksich 21,75522,499 *

Joseph E. O'Dell 5,41215,482 (2) (4) (10) *

Joseph W. Proske 8,96811,258 (2) *

Charles J. Szewczyk 269,755 (8) 1.45%271,936 1.21%

Gerard M. Thomchick 6,2939,934 (2) (3) (4) *

David R. Tomb, Jr. 295,420299,995 (2) (3) (4) (5) (6) 1.58%1.33%

E. James Trimarchi 325,526329,265 (2) (3) (4) (5) (6) (7) 1.75%

John I. Whalley, Jr. 54,360 (4)1.54%

Robert C. Williams 5,933 (3) (11) *

All directors and 1,669,705 (2-10) 8.96%1,683,963 7.51%
executive officers
as a group (24
persons)

(1) Under regulations of the Securities and Exchange Commission,
a person who has or shares voting or investment power with
3
respect to a security is considered a beneficial owner of
the security. Voting power is the power to vote or direct
the voting of shares, and investment power is the power to
dispose of or direct the disposition of shares. Unless
otherwise indicated in the other footnotes below, each
director has sole voting power and sole investment power
over the shares indicated opposite his name in the table,
and a member of a group has sole voting power and sole
investment power over the shares indicated for the group.

(2) Does not include the following shares held by spouses,
either individually or jointly with other persons, as to
which voting and investment power is disclaimed by the
director or officer: Mr. Brubaker, 29,258;30,013; Mr. Brumbaugh,
132; Mr. Delaney, 8,616; Mr. Johnson, 809;830; Mr. Koslow,
1,866; Mr. O'Dell, 1,658;1,818; Mr. Proske, 31,530; Mr. Thomchick,
1,719;1,763; Mr. Tomb, 264; Mr. Trimarchi, 20,000; and all
Directors and executive officers as a group, 93,986.96,832.

(3) Includes the following shares held jointly with spouses, as
to which voting and investment power is shared with the
spouse: Mr. Brumbaugh, 15,400; Mr. Geiser, 14,364; Mr.
Glass, 10,793;11,809; Mr. Hallstrom, 9,468; Mr. Koslow, 9,400;9,642; Mr.
Latimer, 11,486;14,551; Mr. Thomchick, 2,527;2,592; Mr. Tomb, 31,846; Mr.
Trimarchi, 8,482,8,482; Mr. Williams, 223, and all Directors and
executive officers as a group 113,766.118,377.

(4) Includes 53,8602,800 shares held by the J. Irving Whalley Testamentary
Trust,Atlas Investment Company, of
which John I. Whalley, Jr. is co-trustee.Messrs. O'Dell, Thomchick, Tomb and Trimarchi are each
25% owners and as to which they share voting and investment
power.

(5) Includes 100,000101,000 shares owned by Berkshire Securities
Corporation. Berkshire is a Pennsylvania corporation
organized in 1976 for the purpose of acquiring and holding
the securities of Pennsylvania banks. The officers,
directors or stockholders of Berkshire include Messrs. Cote,
Latimer, Tomb and Trimarchi, each of whom is an officer or
director of the Corporation, among others. The shares were
acquired by Berkshire when its shares of Dale National Bank
(now Cenwest) were converted into shares of the Corporation
as a result of the Dale merger in 1985. Each of the
foregoing persons may be deemed to share voting and
investment power of these shares.

(6) Includes 159,338159,448 shares held by County Wide Real Estate,
Inc., of which Messrs. Tomb and Trimarchi are each 50%
owners and as to which they share voting and investment
power.

(7) Includes 29,652 shares held by family interests of which Mr.
Trimarchi exercises sole voting and investment power.

(8) Mr. Szewczyk became a member of the Board of Directors on the
occasion of the merger of Peoples into the Corporation in May 1990.

(9) Includes 90,63296,156 shares held by the R&L Development Company
Pension & Profit Sharing Plan of which Mr. Latimer is
Trustee.
(10)4
(9) Mr. Koslow became a member of the Board of Directors on the
occasion of the merger of Peoples of W. PA into the
Corporation in December 1993.

(10) Mr. O'Dell became a member of the Board of Directors on
October 17, 1994.

(11) Mr. Williams became a member of the Board of Directors on
the occasion of the merger of Unitas National Bank into the
Corporation in September 1994.

As of February 25, 1994,27, 1995, FCTC, acting in a fiduciary
capacity for various trusts and estates, including the
Corporation Employee Stock Ownership Plan ("ESOP"), and the
Corporation 401(k) Retirement Savings and Investment Plan
("401(k) Plan") held an aggregate of 1,891,9311,973,999 shares of Common
Stock (10.1%(8.8% of the outstanding shares). Of these shares, FCTC
had sole voting power with respect to 194,193624,667 shares, shared
voting power with respect to 1,697,7371,349,333 shares, had sole
investment power with respect to 674,314486,094 shares and shared
investment power with respect to 1,016,9771,487,906 shares. FCTC votes
the shares over which it has voting power and, where voting power
is shared, shares are voted by FCTC in consultation with the
other persons having voting power.

Section 16(a) of the Securities Exchange Act of 1934
requires the Corporation's directors and executive officers, and
persons who own more than ten percent of a registered class of
the Corporation's equity securities, to file with the Securities
and Exchange Commission (the "Commission") an initial report of
ownership and reports of changes in ownership of Common Stock and
other equity securities of the Corporation. Executive officers,
directors and greater than ten percent shareholders are required
by Commission regulation to furnish the Corporation with copies
of all Section 16(a) forms which they file. The Corporation is
aware of one late filing with respect to one transaction by Mr.
Hallstrom in 1994. In making this disclosure, the Corporation
has relied solely on written and one late filingoral representations of its
directors, executive officers and greater than ten percent
shareholders and copies of the reports they have filed with respect to one transaction by Mr. Whalley in
1993.

5
the
Commission.

ELECTION OF DIRECTORS

Article 10 of the By-Laws of the Corporation provides that
the number of Directors shall be not less than 3 nor more than
25. The Board of Directors has, in accordance with the By-Laws,
fixed the number of directors at 20 (one class of 6 and two21 (three classes of 7)seven
directors each).

A successor for the vacancy in the class of directors whose
terms expire in 19961997 occurring on the deathresignation of Roy R. FairmanJohn I.
Whalley, Jr. for personal reasons in December 1993March 1995 has not been
named.

5As of March 16, 1994,13, 1995, each director and nominee for election
as a director of the Corporation owned beneficially the number of
shares of Common Stock set forth in the preceding table. The
information in the table and the footnotes thereto is based upon
data furnished to the Corporation by, or on behalf of, the
persons named or referred to in the table.

SixSeven Directors will be elected at the Annual Meeting to
serve for terms of three years expiring with the Annual Meeting
of Shareholders in 1997.1998. Each Director elected will continue in
office until a successor has been elected. If any nominee is
unable to serve, which the Board of Directors has no reason to
expect, the persons named in the accompanying proxy intend to
vote for the balance of those named and, if they deem it
advisable, for a substitute nominee. The names of the nominees
for Directors and the names of Directors whose terms of office
will continue after the Annual Meeting are listed in the
following table.

Information about the nominees, each of whom is presently a
member of the Board of Directors, and about the other directors
whose terms of office will continue after the Annual Meeting, is
set forth in the table below. The nominees and other directors
have held the positions shown for more than five years unless
otherwise indicated.

6
Principal Occupation or
Director Employment; Other
Name Since Directorships; Age

Nominees for a Term Ending in 1998:

Thomas L. Delaney 1984 Private Investor;
formerly Chairman,
Petrolec,Inc. (petroleum
wholesalers); Director of
Deposit; Director of
First United Bancorp
(BANCORP); Age 64

Ronald C. Geiser 1985 Retired, formerly
President and Director of
Cenwest; Age 65

David F. Irvin 1984 Sole Owner, The
Irvin/McKelvy Company
(sales and engineering
for mining and industrial
services); Director of
NBOC; Age 76

Nominees for a Term Ending in 1998: (continued)

David L. Johnson 1984 Retired; Previously Vice
President and Corporate
Secretary, Pennsylvania
Manufacturers'
Corporation (insurance
holding company);
Director of NBOC; Age 65

Robert F. Koslow 1993 Chairman of the Board,
and Chief Executive
Officer of Peoples of
Western Pennsylvania;
Director, Wheeling Jesuit
College; Former Director,
Pennsylvania Bankers
Association, Pennsylvania
Independent Bankers;
Former Member of the
Advisory Board to the
President of the Federal
Reserve Bank of
Cleveland; Age 59

Joseph W. Proske 1984 Vice President
-Engineering, Stackpole
Magnet Division
(manufacturer of magnetic
components); Director of
Deposit and CSC; Age 58

E. James Trimarchi 1982 Chairman of the Board of
the Corporation; Director
of NBOC, Unitas,
Reliable, FCTC, CSC and
CTCLIC; Director of New
Mexico Banquest Investors
Corp. (NMB); Age 72

Continuing Directors Whose Terms End in 1996:

Sumner E. Brumbaugh 1992 Chairman of the Board and
CEO of Central;
President, Brumbaugh
Insurance Group; Board
Member, Pennsylvania
National Mutual Casualty
Insurance Co., Central
Pennsylvania Health
Systems ("CPHS");
Advisory Board-Penn State
University (Altoona
Campus); Director,
Lexington One and
Lexington Two
(subsidiaries of CPHS);
Age 66

Edward T. Cote 1984 Associate, The Wakefield
Group (Investment
Banking); Formerly
President, Benefits and
Services Company
(insurance holding
company); Director of
NBOC and NMB; Age 58

Clayton C. Dovey, Jr. 1985 Chairman of the Board of
Cenwest; Age 70

Johnston A. Glass 1986 President and Director of
NBOC; Age 45

Dale P. Latimer 1984 President, R & L
Development Company
(heavy construction);
Director of NBOC;
Director of NMB; Age 64

Joseph E. O'Dell 1994 President and Chief
Executive Officer of the
Corporation, Director of
Unitas, Reliable, FCTC
and CSC; Age 49

David R. Tomb, Jr. 1983 Partner, Tomb and Tomb
(attorneys-at-law); Vice
President, Secretary and
Treasurer of the
Corporation; Director of
NBOC, Peoples of Western
PA, FCTC, CSC and CTCLIC;
Age 63

Nominees for a Term Ending in 1997:

E. H. Brubaker 1984 Chairman of the Board and
Director of Deposit; Age
6364

A. B. Hallstrom 1986 Chairman, Hallstrom
Construction Inc.;
Director of Deposit; Age
6566

Thomas J. Hanford 1984 Investor; formerly
President, Coca-Cola
Bottling Co. of DuBois,
Inc.; Director 1st United BANCORP
(BANCORP), Boca Raton, FL;BANCORP;
Age 5556

H. H. Heilman, Jr. 1985 Chairman of the Board and
Director of Leechburg;
previously
President and Chief Executive
Officer of Leechburg; Partner, Heilman &
McClister (attorneys
-at-law)(attorneys-at
-law); Age 7778

Charles J. Szewczyk 1990 (pronounced and sometimes
known as Charles J.
Sheftic) Chairman of the
Board of Peoples;
Managing Partner of
County Amusement Co.
(real estate holdings)
and formerly Director of
Westview, Inc. (motion
picture theatre service
company); Age 65

John I. Whalley, Jr. 1986 President, Whalley Group Inc.
(various business enterprises);
Age 48

Continuing Directors Whose Terms End in 1996:

Sumner E. Brumbaugh 1992 Chairman of the Board and CEO of
Central; President, Brumbaugh
Insurance Group; Board Member,
Pennsylvania National Mutual
Casualty Insurance Co., Central
Pennsylvania Health Systems
("CPHS"), Advisory Board-Penn
State University (Altoona
Campus); President, Lexington One
and Lexington Two (subsidiaries
of CPHS); Age 65

Edward T. Cote 1984 Associate, The Wakefield Group
(Investment Banking); Formerly
President, Benefits and Services
Company (insurance holding
company); Director of NBOC and
New Mexico Banquest Investors
Corp. (NMB); Age 57

Clayton66

Robert C. Dovey, Jr. 1985 Chairman of the Board of Cenwest;
Age 69

Johnston A. Glass 1986Williams 1994 President and Director of NBOC;
Age 44

Dale P. Latimer 1984 President, R & L Development
Company (heavy construction);
Director of NBOC; Director of
NMB; Age 63

David R. Tomb, Jr. 1983 Partner, Tomb and Tomb
(attorneys-at-law);Chief
Executive Officer,
Unitas; formerly Vice
President, Secretary and
Treasurer of the Corporation;
Director of NBOC, Leechburg,
FCTC, CSC and CTCLIC; Age 62

Continuing Directors Whose Terms End in 1995:

Thomas L. Delaney 1984 Private Investor; formerly
Chairman, Petrolec,Inc.
(petroleum wholesalers); Director
of Deposit; Director of BANCORP;
Age 63

Ronald C. Geiser 1985 President and Director of
Cenwest; Age 64

David F. Irvin 1984 Sole Owner, The Irvin/McKelvy
Company (sales and engineering
for mining and industrial
services); Director of NBOC;
Age 75

David L. Johnson 1984 Retired; Previously Vice
President and Corporate
Secretary, Pennsylvania
Manufacturers' Corporation
(insurance holding company);
Director of NBOC; Age 64

Robert F. Koslow 1993 Chairman of the Board, President and
Chief Executive Officer
of Peoples;United National
Bancorporation; Director
Pennsylvania
Bankers Association, Pennsylvania
Independent Bank and Wheeling
Jesuit College; Member of the
Advisory Board to the President, of the Federal Reserve Bank of
Cleveland;Unitas
Mortgage; Director,
Chambersburg Area
Development Corporation;
Age 58

Joseph W. Proske 1984 Vice President-Engineering,
Stackpole Magnet Division
(manufacturer of magnetic
components); Director of Deposit
and CSC; Age 57

E. James Trimarchi 1982 Chairman of the Board, President
and Chief Executive Officer of
the Corporation; Director of
NBOC, Central, FCTC, CSC and
CTCLIC; Director of NMB; Age 7151

Board Committees

During 19931994 there were 4 meetings of the Board of Directors
of the Corporation. All directors attended at least 75% of the
total number of meetings of the Board of Directors of the
Corporation and all committees of which they were members.

The Board of Directors of the Corporation has established
fourthree standing committees: Executive, Audit, Personnel and Compensation and Executive
Compensation. The Board has no standing Nominating Committee.

When the Board of Directors is not in session, the Executive
Committee, which is comprised of Messrs. Trimarchi (Chairman),
Tomb (Secretary), Brubaker, Brumbaugh, Delaney, Geiser, Glass,
Heilman, Latimer and Szewczyk possesses and exercises all the
powers of the Board, except for matters which are required by law
to be acted upon by the full Board. The Executive Committee
considers major policy matters and makes reports and
recommendations to the Board. The Committee met 4 times in 1993.1994.

The Audit Committee is comprised of Messrs. Latimer
(Chairman), Hallstrom, Irvin, Cote and Proske and reviews the
internal auditing procedures and controls of the Corporation and
its subsidiaries. The Audit Committee also reviews reports of
examinations of the Subsidiary Banks received from state and
federal regulators, as well as reports from internal and external
auditors. The Audit Committee formally reports to the full Board
of Directors its evaluations, conclusions and recommendations
with respect to the condition of the Corporation, the Subsidiary
Banks and CSC and the effectiveness of their policies, practices
and controls. The Committee met 4 times in 1993.

The Personnel and Compensation Committee is comprised of Messrs.
Cote, Dovey, and Glass. Roy R. Fairman, deceased director, was chairman
of this committee. A new chairman has not been appointed at this time.
The Personnel and Compensation Committee reviews the general salary
administration and employee benefit programs of the Corporation and its
subsidiaries and makes recommendations relating thereto to the Board of
Directors. The Committee met 1 time in 1993.1994.

The Executive Compensation Committee is comprised of Messrs.
Johnson (Chairman), Cote, Irvin and Latimer. The Committee met
four times in 1993.1994. (See Report of the Executive Compensation
Committee.)

The By-Laws of the Corporation require that any shareholder
who intends to nominate or cause to have nominated any candidate
for election to the Board of Directors (other than a candidate
proposed by the Corporation's then existing Board of Directors)
must notify the Secretary of the Corporation in writing not less
than 120 days in advance of the date of the Corporation's proxy
statement released to its shareholders in connection with the
previous year's annual meeting of shareholders called for the
election of directors (for the 19941995 meeting of shareholders, such
notification must have been received by the Secretary on or
before November 16, 1993)27, 1994). Such notification must contain (to
the extent known
10

by the notifying shareholder) the name, address,
age, principal occupation and number of shares of the Corporation
owned by each proposed nominee; the name, residence address and
number of shares of the Corporation owned by the notifying
shareholder; the total number of shares that, to the knowledge of
the notifying shareholder, will be voted for each proposed
nominee; a description of all arrangements or understandings
between the shareholder and each nominee and any other person or
10
persons pursuant to which the nomination or nominations are to be
made by the shareholder; such other information regarding each
nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been
nominated by the Board of Directors; and the written consent of
each nominee, signed by such nominee, to serve as a director of
the Corporation if so elected. The Board of Directors as a whole
would consider nominations submitted by a shareholder if
submitted in accordance with the By-Laws and otherwise in time
for such consideration.

COMPENSATION OF DIRECTORS

Directors who currently serve in a management capacity at
FCFC or serve as an affiliate President are compensated at the
rate of $500$1,000 per quarterly meeting attended. All other
Directors are compensated at the rate of $1,500 per quarterly
meeting attended for Board members presently serving in a management or Board
capacity at any FCFC affiliate and $1,000 per quarterly meeting attended
for all other Board members.as well as payment of an annual retainer of
$5,000. Committee members receive $150$200 per committee meeting
attended.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth certain information regarding
compensation received by the Chief Executive Officer and the
remaining four most highly compensated named executive officers
of the Corporation.

SUMMARY COMPENSATION TABLE
Annual Compensation

Name and All Other1,3
Principal Position Year Salary Bonus Other1, 2 Compensation

$ $ $ $
E. James Trimarchi 1993 305,000 0 21,006 6,800
Chairman of the Board, 1992 270,000 32,500 28,122 12,000
President and Chief 1991 262,750
Executive Officer of
First Commonwealth
Financial Corporation

Joseph E. O'Dell 1993 180,000 0 21,190 5,400
Senior Executive Vice 1992 145,000 30,000 19,737 5,700
President and Chief 1991 135,000
Operating Officer of
First Commonwealth
Financial Corporation

Johnston A. Glass 1993 156,500 0 19,210 6,500
President and Chief 1992 143,100 0 18,693 6,050
Executive Officer 1991 135,000
of National Bank of the
Commonwealth

Gerard M. Thomchick 1993 145,000 0 17,800 16,200
Executive Vice President 1992 110,000 25,000 15,050 15,200
of First Commonwealth 1991 100,000
Financial Corporation

William Miksich, President 1993 132,900 0 16,339 2,400
and Chief Executive Officer 1992 124,720 0 16,253 3,600
of Deposit Bank 1991 105,600

(1) In accordance with the transitional provisions applicable to the
revised rules on executive officer and director compensation
disclosure adopted by the Securities and Exchange Commission, as
informally interpreted by the Commission's Staff, amounts of Other
Annual Compensation

Name and All Other 1
Principal Position Year Salary2 Bonus Compensation

are excluded for$ $ $
E. James Trimarchi 1994 329,500 20,500 19,481
Chairman of the Corporation's 1991 fiscal year.

(2)Board, 1993 311,800 0 21,006
President and Chief 1992 282,000 32,500 28,122
Executive Officer of
First Commonwealth
Financial Corporation

Joseph E. O'Dell 1994 197,000 19,700 15,472
Senior Executive Vice 1993 185,400 0 21,190
President and Chief 1992 150,700 30,000 19,737
Operating Officer of
First Commonwealth
Financial Corporation

Johnston A. Glass 1994 169,706 33,941 19,481
President and Chief 1993 162,500 0 19,120
Executive Officer 1992 149,150 0 18,693
of National Bank of the
Commonwealth

Gerard M. Thomchick 1994 174,700 16,960 19,481
Executive Vice President 1993 161,200 0 17,800
of First Commonwealth 1992 125,000 25,000 18,800
Financial Corporation

William Miksich, 1994 143,736 10,780 18,692
President and Chief 1993 135,200 0 16,339
Executive Officer of 1992 128,320 0 16,253
Deposit Bank

(1) Includes the matching and automatic contribution by the
Corporation to the individual's account in the Corporation's 401(k)
Plan as well as the allocation of shares to the individual's
account in the ESOP.

(3)(2) Includes compensation for services on boards and committees of
the Corporation and/or various subsidiaries.

12
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933,
as amended, or the Securities and Exchange Act of 1934, as
amended, that might incorporate future filings, including this
Proxy Statement in whole or in part, the following report and the
Performance Graph on page 1817 shall not be incorporated by
reference into any such filings.

REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

TO: Board of Directors

The following is a report by the Executive Compensation
Committee of the Board of Directors of First Commonwealth
Financial Corporation. The objectives of the report are to
meet all proxy
disclosure rules relating to executive compensation established by
the Securities and Exchange Commission (SEC), and to provide shareholders with an explanation of the overall executive
compensation philosophy, strategies and specific executive compensation
plans.

EXECUTIVE COMPENSATION COMMITTEE

The Executive Compensation Committee is comprised of four
(4) non-employee and independent directors selected from the
Board of Directors of First Commonwealth Financial Corporation.
The Committee met four (4) times in 1993.1994.

The Committee seeks to achieve and maintain a position of
"equity" with respect to balancing the interests of the
shareholder with those of the executive officers.

During 1993,1994, the Executive Compensation Committee developedfollowed a
formal Executive Compensation Program. Within the parameters of
this Program the Committee acts out its rolewhich is illustrated in
part by performing a
variety of tasks of which the following are illustrative.performed tasks:

1. DevelopingOngoing refinement and documentingdocumentation of an executive
compensation philosophy.
2. IdentifyingOngoing review of relevant peer groups; collectingcollection and
analyzinganalysis of comparative executive compensation
information.
3. DefiningRefining an executive compensation plan that addresses
base salary and benefits, incentive-based compensation
and supplemental benefits.
4. Ensuring that all regulatory requirements pertaining to
executive compensation are met.
5. Maintaining the Executive Compensation Program on an
ongoing basis.

Executive officers of the Corporation may, at the request of
the Committee, be present at meetings of the Committee for input
and discussion purposes. However, the executive officers have no
direct involvement with the decisions of the Executive
Compensation Committee, nor do they have a vote in any matters
brought before the group. Consultants and other independent
outside advisors may also be utilized by the Committee from time
to time in a similar manner.
13Business conducted by the Executive Compensation Committee
at each meeting is documented in the form of minutes and
submitted to the Board of Directors on a timely basis.

14
EXECUTIVE COMPENSATION PHILOSOPHY AND POLICY

The written executive compensation philosophy expresses the
attitude of the Board of Directors toward such issues as
participation, relevant peer comparisons and plan design, etc. and,design; as
such, it represents an important part of the Executive
Compensation Program. The philosophy provides guidance to the
deliberations of the Executive Compensation Committee and, within
the overall objectives of equity and regulatory compliance, acts
as a standard against which plan performance can be measured.

The Executive Compensation Program is designed to encourage
decisions and actions that have positive impact on the
Corporation's overall performance. For that reason, program
participation is limited to those individuals who have the
greatest opportunity to influence the achievement of strategic
corporate objectives.

As part of the overall Program, the compensation philosophy
defines what the organization will pay for e.g.,various skills and
abilities based upon criteria such as job worth and competitive
comparisons, etc.comparisons. The Executive Compensation Committee has
established the following parameters for the pay philosophy under
the current program.

1.Program:

1) An overall Program that is not particularly complex;complex as
well as one thatwhich is readily communicated and easily
understood by participants and shareholders.

2.2) Base salary that is at least at the fiftieth percentile
of the competitive rate for the position as defined by
the selected peer group.

3.group information.

3) Base salary adjustments that are based upon maintaining
external competitiveness.

4.4) Performance-based compensation adjustments that are
subjective and discretionary on the part of the
Executive Compensation Committee. These discretionary
adjustments however, will be made while taking into
accountconsideration factors such factors as performance versus budget
and return on shareholder equity, etc.

5.equity.

5) Utilization of IRS "qualified" plans whenever they are
in the best interests of both the executive officer and
the Corporation.Corporation

The Executive Compensation Committee utilized several
factors to define an appropriate competitive peer group including
the type of company from which executive talent might be
recruited, a logical geographic region, theorganizational size and

14
structural complexity, andorganizational performance, of
the institution, and the
ability to identify and "match" the executive officer positions.positions in
terms of responsibilities and performance.

The 19931994 peer group was developed utilizing this methodology
and philosophy and, in the opinion of the Committee, represents a
fair and reasonable standard against which executive pay may be
compared. The peer group included Pennsylvania commercial banks
and bank holding companies of asset sizes and characteristics
similar to those of the Corporation and its affiliates.

EXECUTIVE COMPENSATION PROGRAMS

The primary components of the Corporation's Executive
Compensation ProgramPrograms are base salaries and base benefits. Base
salaries are definedassessed by taking into account the jobposition
responsibilities of the positions and competitive salary data as generally defined
by comparable peer group information from similarly sized banks
and bank holding companies within Pennsylvania. Executive
officer compensation was set to correspond within the selectedoverall
range of the peer group.

Executives participategroup data. Program participants are also
eligible to partake in the normal benefitsbenefit programs available to
employees of the Corporation and its affiliates. With respect to performance-based compensation, affiliate
Presidents may be eligible to participate in an Incentive
Compensation Plan. The purpose of the plan is to provide
incentives and awards to affiliate Presidents who, through high
levels of performance, contribute to the success and profitability
of their respective affiliates and the Corporation.

The plan provides an opportunity for an affiliate president to
earn up to 25% of his/her base salary in the form of a cash
incentive award. The incentive award would be paid by the
Corporation subject to the performance of the affiliate against an
established budget and the participant's contribution to the
Corporation's profitability.

ExecutiveIn addition,
executive officers of the Corporation may be granted cash bonuses
in recognition of their individual and collective contributions
to the performance of the Corporation. These bonus awards are
totally subjective and discretionary on the part of the Executive
Compensation Committee.

Executive Officers may participate in the Executive Officer
Loan/Stock Purchase Plan which provides for corporate sponsored
loans at market rate for the purchase of the Corporation's common
stock.

With respect to performance-based compensation, affiliate
Presidents may be eligible to participate in an Affiliate
Presidents Incentive Compensation Plan. The Plan provides
incentives of up to 25% of base pay. The Plan is two-tiered.
The first tier of the Plan provides for half of the incentive to
be awarded when an affiliate President has successfully led the
affiliate to the attainment of its targeted annual budget which
is tied to the Corporation's profitability. The second tier
provides for some or all of the balance of the incentive to be
awarded to an affiliate President based upon individual
contributions of varying nonquantitative Corporate objectives
such as the successful implementation of recommended programs and
products.

CHIEF EXECUTIVE OFFICER COMPENSATION

The base salary of the Corporation's Board Chairman,
President and Chief Executive Officer, E. James Trimarchi, was
increased from $270,000 in 1992 to $305,000 in 1993.1993 to $329,500 in 1994. This 13%amount
is within the peer group's range of compensation for this
position. This 8% increase was given to recognize Mr.
Trimarchi's ongoing outstanding contributioncontributions to the growth
and performance of First
15
Commonwealth Financial Corporation. In
addition,Under his leadership, the
Corporation had in 1993 its eleventh consecutive year of record
earnings. Furthermore, the Corporation continued to implement
its long-term strategic plan in 1993 which included the execution
of an acquisition plan to expand the Corporation's market area
and growth potential; the introduction and implementation of
technological systems designed to improve organizational
efficiency, effectiveness and to enhance quality service; and
ongoing product development to better attract and retain a
dynamic customer base.

Mr. Trimarchi received compensationwas also the recipient of a 10% cash bonus in
1994 for services asvarious accomplishments in 1993. Those accomplishments
included a Director12% increase in the price of FCFC stock; the
Corporationannouncement of a two-for-one stock split; a dividend increase to
shareholders; and various affiliates, and as a resultan increase in reported earnings of contributions to his account13%.

Mr. Trimarchi was an eligible participant in the
Corporation's 401(k) Plan and ESOP. 16

1993As such, he received
contributions from the Corporation to both plans in 1994.

1994 EXECUTIVE COMPENSATION ACTIONS

As part of the continuing process of maintaining an
equitable Executive Compensation Program, the Executive
Compensation Committee took several actions in 1993,1994, the most
notable of which are:

1. Developed a comprehensive Executive Compensation
Program manual to document the important elementsThe ongoing gathering and analysis of
the Program including the philosophy, peer group data,
program content, etc.

2. Compiled and analyzed competitive
information from a selected group of Pennsylvania peer
banks and bank holding companies.

3. Established an2. Continued to refine the Incentive Compensation Plan for
affiliateAffiliate Presidents.

4. Developed an3. Implemented the Executive Officer Loan/Stock Purchase
Plan for executive officers ofwhich had been developed by the Corporation to be
implementedCommittee in 1994 subject to regulatory approvals.1993.

Submitted by the Executive Compensation Committee:

David L. Johnson, Chairman David Irvin
Edward T. Cote Dale P. Latimer

17
16

PERFORMANCE GRAPH

Set forth below is a line graphtable comparing the yearly percentage
change in the cumulative total shareholder return on the
Corporation's Common Stock against the cumulative total return of
the S&P 500 Index and an Index for Pennsylvania Bank Holding
Companies with assets between one and three billion dollars
including F.N.B. Corporation, First Eastern Corp., First Western Bancorp Inc., Fulton
Financial Corp., Independence Bancorp Inc., US BANCORP Inc., S&T Bancorp Inc. and
Susquehanna Bancshares Inc. for the five years commencing
January 1, 19891990 and Bancshares ending December 31, 1993.1994.

1989 1990 1991 1992 1993 1994

Peer Group Index 100.00 83.03 107.71 154.25 185.45 179.27

First Commonwealth
Financial Corporation Peer
Year Group FCF100.00 103.43 107.42 162.44 193.75 153.90

S&P 1988500 Index 100.00 100.00 100.00

1989 113.16 108.39 131.69

1990 86.10 111.78 127.60

1991 111.55 115.91 166.47

1992 157.00 175.14 179.15

1993 198.68 208.50 197.2193.44 118.02 123.29 131.99 129.96

Assumes that the value of the investment in FCFC Common
Stock and each index was $100 on January 1, 19891990 and that
all dividends were reinvested.
18
17

EXECUTIVE COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION

The Executive Compensation Committee consists of Messrs.
Johnson, Cote, Latimer and Irvin. No member was an officer or
employee of the Corporation during 19931994 nor has ever been a
former officer or employee of the Corporation or a subsidiary
during 1993 nor has a transaction
or relationship required to be disclosed under Item 404 of Regulation
S-K.1994. Further, during 1993,1994, no executive officer of the
Corporation served on a compensation committee (or other board
committee performing equivalent functions) or Board of Directors
of any entity related to the above named Committee members.members or of
any entity of one of whose executive officers served as a
director of the Corporation.

INTERESTS OF NOMINEES, DIRECTORS AND OFFICERS IN CERTAIN
TRANSACTIONS

Mr. Geiser serves as President of Cenwest pursuant to an
employment agreement providing that he shall continue to serve in that
position until 1994. The agreement provides that his salary shall not
be less than $69,363 and is reviewed annually in accordance with
Cenwest's past practices. Mr. Geiser has agreed that during the term
of his employment and for a period of ten years thereafter, he will not
engage in any competing business within 10 miles of any of the banking
facilities of the Corporation or its subsidiaries or solicit any of
their then-existing customers.

Mr. Brumbaugh serves as Chairman of the Board and Chief
Executive Officer of Central pursuant to an employment agreement
for a period of 7 years, commencing May 1, 1992 and ending April
30, 1999. The agreement provides that Mr. Brumbaugh shall serve
in an executive capacity and shall be the Chairman of the Board
of Directors and Chief Executive Officer of Central and shall
also perform such services for FCFC as from time to time are
requested. As compensation to Mr. Brumbaugh for all services
rendered to Central and to FCFC as an officer, director or member
of any committee of Central or any of FCFC's subsidiaries or
affiliates, FCFC has agreed, in addition to director's fees and
committee meeting fees, to pay or cause Central to pay to Mr.
Brumbaugh a salary at an annual rate of $100,000, which sum shall
be adjusted upward at the annual rate of 5%. Should Mr.
Brumbaugh retire after at least one year of continuous service
under the agreement, thereafter he shall be paid his retirement
compensation for the remaining term of the agreement at an annual
rate of $50,000, adjusted upwards annually for cost of living at
the rate of 5%. Should Mr. Brumbaugh die at any time during the
agreement, in lieu of the foregoing payments, FCFC shall pay his
wife the sum of $25,000 per year if she is living at the time
each payment is made. As a part of the agreement and for a
period of ten years thereafter, Mr. Brumbaugh will not engage in
any competing business within 10 miles of any of the banking
facilities of the Corporation or solicit any of their then-
existing customers.

Mr. Koslow serves as Chairman of the Board, President and
Chief Executive Officer of Peoples Bank of W. PA under an
employment agreement with Peoples extending to July 19, 1998.
The agreement provides that Mr. Koslow will serve in such
executive capacity as may be designated from time to time by the
Board of Directors. As compensation to Mr. Koslow, Peoples
agrees to pay him a minimum annual salary equal to the annual
salary in effect on July 20, 1988, such 19

annual salary to be
subject to annual review for possible increase. If Mr. Koslow's
employment is terminated other than for cause, he is entitled to

18
be paid annually in equal monthly amounts, for the greater of two
years or the remaining term of the agreement, the annual salary
and bonus paid to him for the full calendar year immediately
preceding the year in which such termination occurs, plus the
insurance premiums provided in a split dollar life insurance
agreement between Peoples and Mr. Koslow. If there is a change
in control of Peoples, such minimum annual salary shall be
increased on January 1 of each year thereafter by an amount equal
to the percentage increase in the Consumer Price Index for the
preceding calendar year. If there is a change of control of
Peoples and thereafter Mr. Koslow's responsibilities are changed
without his consent, Mr. Koslow is entitled to resign within
twelve months of such change of control, in which case he is
entitled to receive annually in equal monthly amounts, for the
greater of three years or the remaining term of the agreement,
but not beyond his age 65, the annual salary and bonus paid to
him for the full calendar year immediately preceding such
resignation, plus the split dollar life insurance premiums. As
part of the agreement, Mr. Koslow has agreed that during the term
of his employment and for a period of 10 years thereafter, he
will not engage in any business in competition with Peoples or
any of its subsidiaries within 20 miles of any of their banking
facilities or solicit any of their then existing customers.

In November 1986, United and Unitas Bank entered into a
Supplemental Executive Benefit Agreement with Robert C. Williams,
President of each, which provides Mr. Williams with certain
benefits in the event of a change in control. Should Mr.
Williams' employment with Unitas Bank be terminated pursuant to a
change in control, Unitas Bank shall make payment to him for
services in an amount equal to his last full regular monthly
compensation prior to the change in control for a period of 36
months following the change in control. A termination pursuant
to a change in control may occur with a merger, consolidation,
acquisition, reorganization, sale of assets or significant stock
acquisition of United or Unitas Bank. The compensation payable
upon a change in control is unfunded and would be paid out of
general assets of Unitas Bank or its successor if they became
payable.

During 1993,1994, 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 the Corporation, NBOC and CSC. Mr. Tomb is a
Director and executive officer of the Corporation. The fees paid
for services during 19931994 were $65,000.$67,400.

One or more of the Subsidiary Banks (Lending Bank or Banks),
have extended credit to several directors and executive officers
of the Corporation, to members of their families and to
corporations or organizations in which such persons have a
beneficial interest or with which such persons are associated as
officers, partners, directors, or trustees. In all cases, except
as described in the following paragraphs, these transactions were
made in the ordinary course of business and on substantially the
same terms, including interest rates and collateral, as those

19prevailing at the time for comparable transactions with other
persons and do not involve more than the normal risk of
collectibility or present other unfavorable features. Total
loans as of December 31, 19931994 to the Corporation's or its
subsidiaries' directors, executive officers, principal
shareholders and their related interests whose loan balances
exceeded $60,000 during 19931994 were $25,234,000.$24,345,000.

Mr. John I. Whalley, Jr. became an FCFC director in December
1986 and was reelected a director in 1990.1990 and 1994. Mr. Whalley
resigned from the Corporation's Board of Directors on March 14,
1995 for personal reasons. Since January 1, 1992 there has been
outstanding from the Lending Banks to Mr. Whalley and his related
interests four loans having an aggregate original principal
balance of $2,223,631, which bear interest rates from the Lending
Bank's prime rate (currently 7%) to 11.5% and are partially
collateralized with real estate, marketable securities and motor
vehicles. These loans were incurred principally to consolidate
outstanding loans from the Lending Banks and other financial
institutions and to strengthen the Lending Banks' collateral
position.

In his examination of the Lending Bank on September 30,
1992, the Comptroller of the Currency ("Comptroller") classified
$621,092 of these loans as Substandard and $209,147 as Doubtful,
leaving an aggregate unclassified balance of $554,164 secured by
the marketable securities. At the Comptroller's instruction
$1,138,291 of these loans was placed in a nonaccrual status by
the Lending Bank. Subsequent reexamination by the Comptroller of
the Currency in 1993 resulted in $1,101,182 being classified
Substandard and with the balance remaining in non-accrual. It is
the opinion of the Lending Bank's management that the Comptroller
has classified this indebtedness as Substandard due to the
cessation of operations of Mr. Whalley's related business and the
fact that loan collateral is being sold by the borrower to repay
the indebtedness. The largest aggregate amount of indebtedness
outstanding at any time from Mr. Whalley and his related
interests since January 1, 1993 was $1,469,895, and the aggregate
amount outstanding was $1,411,811$1,307,576 as of February 28, 1994.1995.

The Corporation has been advised that Mr. Whalley has filed
a voluntary petition under the provisions of Chapter 11 of the
Bankruptcy Code on February 17, 1995 with the U.S. Department of
Justice Office of the United States Trustee, Western District of
Pennsylvania.

In June 1986 the Lending Bank granted credit of $600,000 to
the purchasers of commercial real estate, the proceeds of which
were paid to David F. Irvin, a Director of FCFC. To facilitate
the granting of this credit, Mr. Irvin gave a mortgage to the
Lending Bank on a property and building adjacent to the subject
real estate. In his September 30, 1992 examination, the
Comptroller classified as Substandard $486,279 of the $518,279
balance of this loan. This loan was rewritten on August 31, 1993
at an interest rate of 8%. The loan balance was $497,786$474,730 as of
February 28, 1994.

AUTHORIZATION OF COMMON STOCK/CHANGE OF PAR VALUE

As of the date of this Proxy Statement, the authorized capital
stock of the Corporation consists of 25,000,000 shares of Common stock
of which 18,642,024 shares are issued and outstanding, and 3,000,000
shares of Preferred Stock of which no shares are issued and
outstanding. The Board of Directors has proposed amendments to Article
5 of the Articles of Incorporation, the full text of which appears as
Appendix I to this Proxy Statement, which would provide that the
aggregate number of shares of the Corporation's authorized capital
stock will consist of 100,000,000 shares of Common Stock, par value of
$1 per share ("Common Stock"), and 3,000,000 shares of Preferred Stock,
par value of $1 per share ("Preferred Stock"). Holders of the
Corporation's Common Stock have no preemptive or other rights to
subscribe for any securities of the Corporation.

By reducing the par value of the Common Stock from $5 to $1 per
share, your Board of Directors believes that it will have greater
flexibility in the future in considering the declaration of stock
dividends or stock splits because it will not have to capitalize as
much of the Corporation's Earned Surplus (Retained Earnings) in
connection with such transactions.

It is contemplated that if the shareholders approve the proposal,
the amendments will be made effective on April 26, 1994. Thereafter,
each outstanding certificate representing shares of Common Stock, par
value $5 per share, of the Corporation will be deemed to be a
certificate for exactly the same number of shares of Common Stock, par
value $1 per share, of the Corporation; and $74,568,096 ($4 per share)
will be transferred from the Corporation's Common Stock account to the
Corporation's Capital Surplus account. Thus, there will be no increase
or decrease in the proportionate equity or interest of any shareholder
in the Corporation.

It will not be necessary for shareholders to surrender presently
outstanding stock certificates.

If the amendments are adopted, the Board of Directors of the
Corporation may in the future issue the additional 75,000,000
authorized shares of Common Stock for any proper corporate purpose,
including the sale of stock to provide for additional capital, stock
dividends and (subject to required government regulatory approvals) the
issuance of stock in connection with the acquisition by merger or
otherwise of the assets or stock of other banking institutions or
certain other businesses. Such authorized shares of stock could be
issued by the Board of Directors without further action by the
shareholders.

Approval of the amendments require the affirmative vote of a
majority of the votes cast by all shareholders. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE TO APPROVE THE
AMENDMENTS.

22
1995.
20

ACCOUNTANTS

Jarrett Stokes & Co.Grant Thornton was selected by the Board of Directors to
serve as the Corporation's independent certified public
accountant for its 19931994 fiscal year. Jarrett Stokes & Co. had
served as independent auditor for FCFC or NBOC since 1978. The
Board of Directors also has selected Jarrett
Stokes & Co.Grant Thornton as the
Corporation's independent certified public accountant for the
19941995 fiscal year. A representative of Jarrett
Stokes & Co.Grant Thornton is expected
to be present at the Annual Meeting and will have an opportunity
to make a statement, if he desires to do so, and to respond to
appropriate questions.

ANNUAL REPORT

A copy of the Corporation's Annual Report for the fiscal
year ended December 31, 19931994 is enclosed with this Proxy
Statement.

A COPY OF THE CORPORATION'S FORM 10-K ANNUAL REPORT FOR 19931994
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY BE
OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO: DAVID R. TOMB,
JR., SECRETARY/TREASURER, BOX 400, INDIANA, PENNSYLVANIA 15701.

SHAREHOLDER PROPOSALS

Proposals of Corporation shareholders intended to be
presented at the 19951996 Annual Meeting of Shareholders must be
received by the Secretary of the Corporation not later than
November 29, 199428, 1995 in order to be considered for inclusion in the
Corporation's proxy statement for that meeting.

APPENDIX I

RESOLVED,Appendix A
Proxy Card to Shareholders

FIRST COMMONWEALTH FINANCIAL CORPORATION
Old Courthouse Square, 22 North Sixth Street
Indiana, Pennsylvania 15701

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 22, 1995

Dear Shareholder:

The Annual Meeting of Shareholders of First Commonwealth
Financial Corporation will be held at Folger Dining Hall, Indiana
University of Pennsylvania, Indiana, PA on Saturday, April 22,
1995 at 12:00 noon, local time for the following purposes:

1. To elect seven Directors to serve for terms expiring in
1998.

2. To act on such other matters as may properly come
before the meeting.

Only holders of Common Stock of First Commonwealth Financial
Corporation of record at the close of business on March 13, 1995
will be entitled to vote at the meeting or any adjournment
thereof.

To be sure that your vote is counted, we urge you to complete and
sign the proxy/voting instruction card below, detach it from this
letter and return it in the postage paid envelope enclosed in
this package. The giving of such proxy does not affect your
right to vote in person if you attend the meeting. Directions to
Folger Dining Hall are on the reverse side.

Detach Proxy Card Here

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

1. Election of FOR all WITHHOLD AUTHORITY *EXCEPTIONS
the following nominees to vote for all
nominees as listed nominees listed
Directors to below below
to serve for
terms ending
in 1998.

Nominees: Thomas L. Delaney, Ronald C. Geiser, David F. Irvin,
David L. Johnson, Robert F. Koslow, Joseph W. Proske and E. James
Trimarchi.
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, mark the "Exceptions" box and write that nominee's name
on the line below.)

Address Change

and/or Comment Mark Here

PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0003

Please sign exactly as name appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please
give your full title as such. For joint accounts each joint
owner should sign. If a corporation, please sign in full
corporate name by President or other authorized officer, giving
your full title as such. If a partnership, please sign in name
by authorized person, giving your full title as such.

Date:________________________________________, 1995

______________________________________________ (Seal)
Signature

______________________________________________ (Seal)

Please Sign, Date, and Return the Proxy Promptly Using the
Enclosed Envelope Signature if held jointly

Votes must be indicated x
(x) in Black or Blue ink.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

FIRST COMMONWEALTH FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 22, 1995

This Proxy is Solicited on Behalf of the Board of Directors of
thisFirst Commonwealth Financial Corporation

deems it
advisableThe undersigned shareholder of First Commonwealth Financial
Corporation ("the Corporation") hereby appoints Alan R. Fairman,
Dorothy J. Jamison, and therefore proposesJohn J. Prushnok, and each of them, as
proxies of the undersigned to vote at the shareholders that the ArticlesAnnual Meeting of
IncorporationShareholders of the Corporation as amended,which the undersigned would be further amended to
change the authorized capital stock of the Corporation from 3,000,000
shares of Preferred Stock, par value $1 per share, and 25,000,000
shares of Common Stock, par value $5 per share, to 3,000,000 shares of
Preferred Stock, par value $1 per share and 100,000,000 shares Common
Stock par value $1 per share, and to reclassify the Common Stock, by
changing each issued and outstanding share of Common Stock, par value
$5 per share, into one share of Common Stock, par value $1 per share;
and

RESOLVED, that to consummate the foregoing, the Board of Directors
of this Corporation deems it advisable and therefore directs that the
following resolutions be submitted to a vote of the shareholders
entitled to vote thereon at their annual meetingif then personally present on the following
matters and such other matters as may properly come before the
meeting.

This proxy when properly executed will be voted in the
manner directed herein. If no direction is made, this proxy will
be voted FOR Proposal 1.

The undersigned hereby revokes all previous proxies for the
Annual Meeting of Shareholders, hereby acknowledges receipt of
the Notice of Annual Meeting and Proxy Statement furnished
therewith and hereby ratifies all that the said proxies may do by
virtue hereof.

(Continued, and to be heldsigned and dated on April
23, 1994 or any adjournment or adjournments thereof:

"RESOLVED, that Article 5 of the Articles of Incorporation
of the Corporation be and it hereby is amended to read in its
entirety as follows:

5.The aggregate number of shares that the corporation
shall have authority to issue is 3,000,000 shares of
Preferred Stock, par value $1 per share (the "Preferred
Stock"reverse side.), and 100,000,000 shares of Common Stock, par value
$1 per share (the "Common Stock").

The Board of Directors shall have the full authority
permitted by law to divide the authorized and unissued
shares of Preferred Stock into classes or series, or both,
and to determine for any such class or series its
designation and the number of shares of the class or series
and the voting rights, preferences, limitations and special
rights, if any, of the shares of the class or series."

"RESOLVED, that upon the filing of Articles of Amendment in
the Pennsylvania Department of State for the foregoing
amendments, the shares of Common Stock, par value $5 per share,
then issued and outstanding shall be and they hereby are
reclassified and changed into fully paid and nonassessable
shares of Common stock, par value $1 per share, at the rate of
one share of Common Stock, par value $1 per share, for each share
of Common Stock, par value $5 per share; and the certificates for
shares of Common Stock of the Corporation then issued and
outstanding shall without any change or notation thereon continue
to represent the same number of shares of Common Stock of the
Corporation but with a par value of $1 per share."

FIRST COMMONWEALTH FINANCIAL CORPORATION
P.O. BOX 11003
NEW YORK, NY 10203-0003