SECURITIES AND EXCHANGE COMMISSION
 
                     Washington, D.C.  20549

                            Form 8-K

                          CURRENT REPORT


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



Date of Report (Date of earliest event reported): February 26,
1997



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


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



      22 North Sixth Street,       Indiana, PA       15701
            (Address of principal executive offices)



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





Item 5. Other Events

On February 26, 1997 the Corporation's Board of Directors granted
312,281 incentive stock options pursuant to the compensatory
stock option plan approved by the Board of Directors on 
October 17, 1995 and ratified by the shareholders at the annual
meeting dated April 20, 1996.  Options granted are exercisable at
a strike price of $18.50 and expire at the end of ten years from
the grant date.  On March 4, 1997, the Corporation began a
program to purchase in the marketplace, and will continue to
purchase from time to time up to a total of 306,007 shares of its
common stock.  Shares acquired will be held and utilized to
satisfy exercises of presently outstanding stock options.  The
shares represent approximately 1.38 percent of the Corporation's
presently outstanding common shares.

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                           SIGNATURES


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


Dated:  April 23, 1997   






                       FIRST COMMONWEALTH FINANCIAL CORPORATION
 

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


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