8-K

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM 8-K


                         CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934


Date of Report (Date of earliest event reported):  July 12, 1994


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


   PENNSYLVANIA               0-11242               25-1428528
(State or other          (Commission File         (IRS Employer
 jurisdiction of              Number)         Identification No.)
 incorporation)


     22 N. Sixth Street, Indiana, PA                   15701
(Address of principal executive offices)             (Zip Code)



Registrant's telephone number, including area code (412) 349-7220

            INFORMATION TO BE INCLUDED IN THE REPORT


Item 4.  Changes in Registrant's Certifying Accountant

a.  Effective July 12, 1994, First Commonwealth Financial
Corporation ("the Corporation") dismissed its prior certifying
accounts, Jarrett*Stokes & Company ("JS&C") and retained as its
new certifying accountants, Grant Thornton ("Grant").  JS&C's
report on the Corporation's consolidated financial statements
during the two most recent fiscal years and all subsequent
interim periods preceding the date hereof contained no adverse
opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles. 
The decision to change accountants was recommended by the
Management and approved by the Board of Directors of the
Corporation.

During the last two fiscal years and the subsequent interim
periods to the date hereof, there were no disagreements between
the Corporation and JS&C on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the
satisfaction of JS&C, would have caused it to make a reference to
the subject matter of the disagreements in connection with its
report.

None of the "reportable events" described in Item 304(a)(1)(v)
occurred with respect to the Corporation within the last two
fiscal years and the subsequent interim period to the date
hereof.

b.  Effective July 12, 1994, the Corporation's Board of Directors
approved the engagement of Grant as its principal accountants. 
During the last two fiscal years and the subsequent interim
period to the date hereof, the Corporation did not consult Grant
regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.


Item 7.  Financial Statements and Exhibits

Exhibit 16.1       Letter from Jarrett*Stokes & Company regarding
                   change in certifying accountant.



                           SIGNATURES


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


Dated:  July 14, 1994



                         FIRST COMMONWEALTH FINANCIAL CORPORATION
                                                     (Registrant)



                         By  /S/JOHN J. DOLAN                    
                             John J. Dolan
                             Senior Vice President, Comptroller
                             and Chief Financial Officer


                          EXHIBIT INDEX



Exhibit No.                                             Page No.

  16.1         Letter from Jarrett*Stokes & Company         5
                regarding change in certifying
                accountant.

EX-16

                                                     EXHIBIT 16.1







                                 July 12, 1994





Securities & Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

      RE:   First Commonwealth Financial Corporation

Dear Sirs:

We have read Item 4 (a) of First Commonwealth Financial
Corporation's Form 8-K dated July 12, 1994 concerning a change in
certifying accountants and agree with the statements made by the
registrant in connection therewith.

                                           Sincerely,


                                       /S/JARRETT.STOKES & CO.
                                           Jarrett*Stokes & Co.