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)

         Terry R. Bunton, Vice President/Administration
(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 20, 1996


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 20, 1996, at 12:00 noon, local time, for the following
purposes:

     1.   To elect seven Directors to serve for terms expiring in
          1999.

     2.   To adopt the Corporation's 1995 Compensatory Stock
          Option Plan.

     3.   To adopt the Corporation's Change In Control Agreement
          Program.

     4.   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 8, 1996 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, 1995, 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 18, 1996

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

                                    PROXY STATEMENT

                            ANNUAL MEETING OF SHAREHOLDERS

                                    April 20, 1996

                                  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 20, 1996, 12:00 noon,
local time, and any adjournments thereof.

     If the accompanying proxy is duly executed and returned, the
shares of Common Stock, par value $1.00 per share (the "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 seven 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 proxies also intend to vote in favor of adoption of the
Corporation's 1995 Compensatory Stock Option Plan and the Change
in Control Agreement Program.  These plans are described on pages 
19 through 26.

     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 18,
1996. 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 therefor,
solicit proxies on behalf of the Corporation by personal
interviews, telephone, telegraph or other means, as appropriate. 


1

The Corporation will, upon request, reimburse brokers and others
who are only record holders of the Corporation's Common Stock for
their reasonable expenses in forwarding proxy material to, and
obtaining voting instructions from, the beneficial owners of such
stock.

     As of the close of business on March 8, 1996, there were
22,436,628 shares of Common Stock issued and 22,276,126 shares
were outstanding.  Three million (3,000,000) shares of Preferred
Stock have been authorized; however, none of the preferred shares
is outstanding.  Only shareholders of record as of the close of
business on March 8, 1996 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 three banking
subsidiaries: First Commonwealth Bank ("FCB") doing business as
NBOC Bank ("NBOC"), Deposit Bank ("Deposit"), Central Bank
("Central"), Cenwest Bank ("Cenwest"), First Bank of Leechburg
("Leechburg"), Peoples Bank ("Peoples"), Peoples Bank of Western
Pennsylvania ("Peoples of W. PA"), and Unitas Bank ("Unitas");
Reliable Savings Bank, PaSA, a sole subsidiary of Reliable
Financial Corporation ("Reliable"); and 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.  FCB, 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 8, 1996, was the beneficial owner of more than 5% of the
Common Stock, except 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 10 (the
"Summary Compensation Table") and by all directors and executive
officers as a group.  

2



                            Amount and nature of           Percent of
Name                       Beneficial Ownership(1)           Class  
                                                       
E. H. Brubaker               10,186 (2)                       * 

Sumner E. Brumbaugh         132,288 (2) (3)                   *

Edward T. Cote              101,400 (5)                       *

Thomas L. Delaney            28,489                           *

Clayton C. Dovey, Jr.        23,134                           *

Ronald C. Geiser             18,873 (3)                       *

Johnston A. Glass            22,395 (3)                       *

A. B. Hallstrom              11,296 (3)                       *

Thomas J. Hanford            24,129                           *

H. H. Heilman, Jr.           22,000                           *

David F. Irvin               63,598                           *

William R. Jarrett            1,862 (3)                       *

David L. Johnson             10,192 (2)                       *

Robert F. Koslow             17,748 (2) (3)                   *

Dale P. Latimer             670,779 (3) (5) (8)              3.00%

Joseph E. O'Dell             27,668 (2) (4) (9)               *

Joseph W. Proske             13,025 (2) (3)                   *

Charles J. Szewczyk         272,138                          1.22%

Gerard M. Thomchick          23,146 (2) (3) (4)               *

David R. Tomb, Jr.          313,024 (2) (3) (4) (5) (6)      1.40%

E. James Trimarchi          342,243 (2) (3) (4) (5) (6) (7)  1.53%

Robert C. Williams           13,476 (3) (10)                  *

All directors and         1,690,154                          7.56%
executive officers 
as a group (25 
persons)                  

 (1) Under regulations of the Securities and Exchange Commission,
     a person who has or shares voting or investment power with
     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


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     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, 31,193; Mr. Brumbaugh,
     132; Mr. Johnson, 876; Mr. Koslow, 1,947; Mr. O'Dell, 1,889;
     Mr. Proske, 31,530; Mr. Thomchick, 2,975; Mr. Tomb, 264; Mr.
     Trimarchi, 20,000; and all Directors and executive officers
     as a group, 90,806.

 (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, 12,304; Mr. Hallstrom, 8,046; Mr. Koslow, 10,090; Mr.
     Latimer, 17,723; Mr. Proske, 1,600; Mr. Thomchick, 2,734;
     Mr. Tomb, 31,846; Mr. Trimarchi, 8,482; Mr. Williams, 7,112,
     and all Directors and executive officers as a group 129,610.

 (4) Includes 15,000 shares held by Atlas Investment Company, of
     which Messrs. O'Dell, Thomchick, Tomb and Trimarchi are each
     25% owners and as to which they share voting and investment
     power.

 (5) Includes 101,000 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 159,438 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) Includes 100,903 shares held by the R&L Development Company
     Pension & Profit Sharing Plan of which Mr. Latimer is
     Trustee.

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

4

(10) 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 29, 1996, 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 2,024,035 shares of Common
Stock (9.1% of the outstanding shares).  Of these shares, FCTC
had sole voting power with respect to 555,461 shares, shared
voting power with respect to 1,468,574 shares, had sole
investment power with respect to 500,982 shares and shared
investment power with respect to 1,523,053 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 two late filings with respect to one transaction by Mr.
Brumbaugh and one transaction by Mr. Hanford in 1995.  In making
this disclosure, the Corporation has relied solely on written and
oral representations of its directors, executive officers and
greater than ten percent shareholders and copies of the reports
they have filed with 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 21 (three classes of seven
directors each).

     A successor for the vacancy in the class of directors whose
terms expire in 1997 occurring on the resignation of John I.
Whalley, Jr. for personal reasons in March 1995 has not been
named.

     As of March 8, 1996, 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.

5

     Seven Directors will be elected at the Annual Meeting to
serve for terms of three years expiring with the Annual Meeting
of Shareholders in 1999.  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.  


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

Nominees for a Term Ending in 1999:
                                  
Sumner E. Brumbaugh      1992           Chairman of the Board of  
                                        Central; President,
                                        Brumbaugh Insurance
                                        Group; Age 67

Edward T. cote           1984           Associate, The Wakefield
                                        Group (Investment
                                        Banking); and Director of
                                        New Mexico Banquest
                                        Investors Corp. (NMB);
                                        Age 59

Clayton C. Dovey, Jr.    1985           Chairman of the Board of
                                        Cenwest; Age 71 

Johnston A. Glass        1986           President of NBOC; Age 46

Dale P. Latimer          1984           President, R & L
                                        Development Company
                                        (heavy construction);
                                        Director of FCB; and NMB;
                                        Age 65

Joseph E. O'Dell         1994           President and Chief
                                        Executive Officer of the
                                        Corporation, President
                                        and Chief Executive
                                        Officer of FCB, Director
                                        of FCB, FCTC and CSC; 
                                        Age 50

6



Nominees for a Term Ending in 1999:  (Continued)
                                  
David R. Tomb, Jr.       1983           Partner, Tomb and Tomb
                                        (attorneys-at-law);
                                        Senior Vice President,
                                        Secretary and Treasurer
                                        of the Corporation;
                                        Director of FCB, FCTC,
                                        CSC and CTCLIC; Age 64

Continuing Directors Whose Terms End in 1997:

E. H. Brubaker           1984           Chairman of the Board of
                                        Deposit; Age 65

A. B. Hallstrom          1986           Chairman, Hallstrom
                                        Construction Inc.; Age 67

Thomas J. Hanford        1984           Private Investor,
                                        Director of First United
                                        Bancorp (BANCORP); Age
                                        57

H. H. Heilman, Jr.       1985           Partner, Heilman &
                                        McClister (attorneys-at-
                                        law); Age 79

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);
                                        Age 67

Robert C. Williams       1994           President of Unitas; Age
                                        52

Continuing Directors Whose Terms End in 1998:

Thomas L. Delaney        1984           Private Investor; 
                                        Director of Deposit;
                                        Director of BANCORP; Age
                                        65

Ronald C. Geiser         1985           Retired, formerly
                                        President and Director of
                                        Cenwest; Age 66

David F. Irvin           1984           Sole Owner, The
                                        Irvin/McKelvy Company
                                        (sales and engineering
                                        for mining and industrial
                                        services); Age 77

7



Continuing Directors Whose Terms End in 1998: (Continued)
                                  
David L. Johnson         1984           Retired; formerly Vice 
                                        President and Corporate
                                        Secretary, Pennsylvania
                                        Manufacturers'
                                        Corporation (insurance
                                        holding company); Age 66

Robert F. Koslow         1993           Chairman of the Board of
                                        Peoples of W. PA; Age 60
        

Joseph W. Proske         1984           Vice President-
                                        Engineering, Stackpole
                                        Magnetic Systems, Inc.
                                        (manufacturer of magnetic
                                        components); Director of
                                        CSC; Age 59 

E. James Trimarchi       1982           Chairman of the Board of
                                        the Corporation; Director
                                        of FCB, FCTC, CTCLIC, and
                                        NMB; Age 73

Board Committees

     During 1995 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
three standing committees: Executive, Audit, 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, O'Dell 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 1995.

     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 1995.

8

     The Executive Compensation Committee is comprised of Messrs.
Johnson (Chairman), cote, Irvin and Latimer.  The Committee met
four times in 1995.  (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 1996 meeting of shareholders, such
notification must have been received by the Secretary on or
before November 28, 1995).  Such notification must contain (to
the extent known 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
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 in an affiliate management capacity are compensated
at the rate of $1,000 per quarterly meeting attended.  Other
Directors are compensated at the rate of $1,500 per quarterly
meeting attended as well as payment of an annual retainer of
$7,500.  Committee members receive $200 per committee meeting
attended.

9

                          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 Other 
Principal Position          Year  Salary1   Bonus   Compensation2
                                          
                                                       
E. James Trimarchi          1995 $354,000   $   -0-   $21,038 
Chairman of the Board       1994  329,500    20,500    19,481
of First Commonwealth       1993  311,800       -0-    21,006
Financial Corporation

Joseph E. O'Dell            1995  324,000    32,000    20,331
President and Chief         1994  197,000    19,700    15,472
Executive Officer of        1993  185,400       -0-    21,190
First Commonwealth 
Financial Corporation

Gerard M. Thomchick         1995  205,000    20,000    21,038
Sr. Executive Vice          1994  174,700    16,960    19,481
President and Chief         1993  161,200       -0-    17,800
Operating Officer of
First Commonwealth
Financial Corporation

Johnston A. Glass           1995  184,488    33,941    21,038
President of NBOC           1994  169,706       -0-    19,481
Bank                        1993  162,500       -0-    19,120

William R. Jarrett          1995  154,000    25,000     8,482
Sr. Vice President of       19943  81,570       -0-       -0-
First Commonwealth
Financial Corporation

1  Includes compensation for services on boards and committees of
the Corporation.

2  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  Employment began on 4-15-94.

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 16 shall not be incorporated by
reference into any such filings.

10

                    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
provide shareholders with an explanation of the overall executive
compensation philosophy, strategies and specific 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 times in 1995.

     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.

     Throughout 1995, the Executive Compensation Committee
followed a formal Executive Compensation Program which is
illustrated, in part, by the following performed tasks:

     1.   Researching peer group compensation activities to
          ensure both consistency and competitiveness in the
          composition of the Corporation's executive compensation
          program.

     2.   Ongoing refinement, documentation, and administration
          of the Corporation's compensation system for
          executives.

     3.   Evaluating current and proposed components of the
          Corporation's executive compensation program to ensure
          consistency with its philosophy on executive
          compensation.

     4.   Ensuring that all regulatory requirements pertaining to
          executive compensation are met.

     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 issues
addressed by the Committee.  Consultants and other independent
advisors may also be utilized by the Committee from time to time
in a similar manner.

Each meeting of the Executive Compensation Committee is
documented in the form of minutes and submitted to the Board of
Directors.

11

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; 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 may be measured.

     The Executive Compensation Program is structured to foster
decisions and actions which will have a strongly positive impact
on the Corporation's long-term performance.  For this reason,
participation in the programs administered by the Executive
Compensation Committee is limited to those executives who have
the greatest opportunity to affect the achievement of the
Corporation's long-term strategic objectives.

     As part of the overall Program, the compensation philosophy
defines what the organization will pay for various skills and
abilities based upon criteria such as job worth and competitive
comparisons.  The Executive Compensation Committee has
established the following parameters for the pay philosophy under
the 1995 Program:

     1.   An overall Program that is not complex and may be
          readily communicated and easily understood by
          participants and shareholders.

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

     3.   Base salary adjustments which maintain external
          competitiveness.

     4.   Performance-based compensation adjustments which are
          subjective and discretionary on the part of the
          Executive Compensation Committee.  These discretionary
          adjustments will be made while taking into
          consideration factors such as performance versus budget
          and return on shareholder equity.

     5.   Utilization of IRS "qualified" plans whenever they are
          in the best interests of both the executive officer and
          the 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 geographical region, organizational size and
structural complexity, organizational performance, and the
ability to identify and make relevant comparisons of executive
officer positions in terms of responsibilities and performance.

12

     The 1995 peer group was structured 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 Program are base salaries and base benefits.  Base
salaries are assessed by taking into account the position
responsibilities 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 overall
range of the peer group data.  Program participants are also
eligible to partake in the normal benefit programs available to
employees of the Corporation and its affiliates.  In 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
subjective and discretionary on the part of the Executive
Compensation Committee.  Also, 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
and partner bank Presidents were eligible to participate in the
1995 Affiliate/Partner Bank Presidents Incentive Compensation
Plan.  The two-tiered plan provides incentives of up to 25% of
base pay.  The first tier of the Plan provides for half of the
incentive to be awarded when each individual participating
President has successfully led his/her affiliate or partner bank
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 each
participating President based upon individual contributions of
varying nonquantitative Corporate objectives such as the
successful implementation of recommended programs and products.  

     With further respect to performance-based compensation, the
Executive Compensation Committee has worked with outside
consultants during 1995 to evaluate the inclusion of a stock
option plan and change in control agreement program as new parts
of a comprehensive executive compensation program.  The
conclusions and recommendations of the Executive Compensation
Committee in this regard have been subsequently discussed.

13

CHIEF EXECUTIVE OFFICER COMPENSATION

     In January, 1995, Joseph E. O'Dell was appointed President
and Chief Executive Officer, a position previously held by E.
James Trimarchi, Chairman of the Board.  Immediately prior to
this appointment, Mr. O'Dell was the Senior Executive Vice
President and Chief Operating Officer.   All totaled, Mr. O'Dell
has more than three decades of service with the organization.

     For 1995, Mr. O'Dell's annual base salary was set at
$320,000, which was within the peer group's range of compensation
for this position.  In 1995, he also received a 10% cash bonus
for accomplishments in 1994.    

     In 1995 the Corporation embarked on a five (5) year
strategic plan developed by Mr. O'Dell entitled "PLAN 2000" which
will lead the organization into the next century.  Under Mr.
O'Dell's leadership, a number of basic tenets identified in "PLAN
2000" were initiated in 1995.  This included the consolidation of
eight affiliate banks into one state-chartered bank --  First
Commonwealth Bank; the consolidation of non-customer contact
functions such as marketing, accounting, and human resources; and
the introduction of traditional products with unique components
which are intended to foster long-term relationships between the
organization and its customers.  

     Simultaneously with the implementation of "PLAN 2000", the
stock price increased by 30% while dividends increased by more
than 14%.

     In addition, the ongoing introduction and implementation of
technological systems continued throughout the organization in
order to improve organization efficiency and effectiveness.  

     In 1995, Mr. O'Dell was an eligible participant in the
Corporation's 401(k) Plan and ESOP.  As such, he received
contributions from the Corporation to both plans in 1995.

1995 EXECUTIVE COMPENSATION ACTIONS

     In its ongoing effort to maintain an equitable and
competitive Executive Compensation Program, the Executive
Compensation Committee undertook a number of actions in 1995, the
most significant of which are:

     1.   The development and recommendation of a Compensatory
          Stock Option Plan which was approved by the Board of
          Directors and is now awaiting shareholder approval.

     2.   The development and recommendation of a Change-in-
          Control Program which was approved by the Board of
          Directors and is now awaiting shareholder approval.

     3.   A continuation of its ongoing gathering and analysis of
          competitive information from a selected group of
          Pennsylvania peer banks and bank holding companies.

14

     A detailed discussion of both of the first two items listed
above is contained later in this Proxy.

Submitted by the Executive Compensation Committee:

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

15

                                   PERFORMANCE GRAPH

     Set forth below is a line graph 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 Western Bancorp Inc.,
Fulton Financial Corp., USBANCORP Inc., S&T Bancorp Inc. and
Susquehanna Bancshares Inc. for the five years commencing
January 1, 1991 and ending December 31, 1995.  

                           Cumulative Five Year Total Return
                     First Commonwealth vs. S&P 500 and Peer Group



                       1990    1991    1992    1993    1994   1995
                                           
Peer Group Index      100.00  132.00  191.00  233.23  223.80 323.20

First Commonwealth
Financial Corporation 100.00  103.74  156.77  187.05  147.77 197.26

S&P 500 Index         100.00  126.31  131.95  141.25  139.08 186.52























              
  Assumes that the value of the investment in FCFC Common
  Stock and each index was $100 on January 1, 1991 and that
  all dividends were reinvested.

16


                           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 1995 nor has ever been a
former officer or employee of the Corporation or a subsidiary
during 1995.  Further, during 1995, 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 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. Brumbaugh serves as Chairman of the Board and Chief
Executive Officer of Central Bank 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 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, 
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 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 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 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 of W. PA and Mr. Koslow.  If

17

there is a change in control of Peoples of W. PA, 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, Unitas entered into a Supplemental
Executive Benefit Agreement with Robert C. Williams, President of
Unitas, which provides Mr. Williams with certain benefits in the
event of a change in control.  Should Mr. William's employment
with Unitas be terminated pursuant to a change in control, Unitas
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 Unitas.  The
compensation payable upon a change in control is unfunded and
would be paid out of general assets of Unitas or its successor if
they became payable.

     During 1995, 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 1995 were $70,038.

18

                             APPROVAL OF THE CORPORATION'S
                            1995 COMPENSATORY STOCK OPTION
                                         PLAN

     At the 1996 Annual Meeting, the shareholders will be
requested to approve the Corporation's 1995 Compensatory Stock
Option Plan, (the "Option Plan") which was approved by the
Executive Compensation Committee during 1995 and recommended by
them for adoption by the Corporation's Board of Directors.  The
Board of Directors subsequently adopted the Option Plan subject
to approval of the Plan by the Corporation's shareholders.  A
description of the Option Plan, together with a discussion of the
considerations relating to its adoption, is presented below.  The
Board of Directors recommends that the shareholders vote "FOR"
the adoption of the Option Plan.

DESCRIPTION OF THE OPTION PLAN

     The Executive Compensation Committee ("the Committee") and
the Board of Directors are concerned with enhancing shareholder
value by providing an incentive to the executive officers of the
Corporation to achieve long term growth and profitability of the
Corporation through the diligence, loyalty and dedication of its
key executives.  Accordingly, the Committee has worked with
outside consultants to design a plan that maximizes the following
goals, consistent with the general executive compensation
philosophy and policy of the Corporation:

     1.   The plan should provide an opportunity for executives
          to purchase an equity interest in the Corporation and
          increase that interest over time.  This magnifies the
          commonality of interest between executives and
          shareholders in promoting the long term growth of the
          Corporation and thus enhances shareholder value and
          minimizes agency cost.

     2.   The plan should be consistent with the practices of the
          Corporation's peer group and should generally be
          competitive with the other members of the peer group.

     3.   The plan should be designed so that it would only
          provide a reward to executives to the extent that such
          reward is earned, as measured by long-term appreciation
          in the Corporation's stock.

     4.   Within the above criteria, the plan should take maximum
          advantage of opportunities permitted by tax law and
          accounting standards to minimize both expense and cash
          flow to the Corporation while maximizing the incentive
          provided to the executives involved.

     The Committee and the Board of Directors believes that the
Option Plan meets these goals.  For example, all of the companies
included in the designated competitive peer group have stock
option plans, except one company which has a phantom stock bonus
plan.  The plan is also designed to consist primarily of
incentive stock options, taking maximum advantage of the special
tax benefits provided by such options under Sections 421 and 422
of the Internal Revenue Code.

19

     The principal features of the Option Plan are summarized
below.  Such summary, however, is qualified in its entirety by
the full text of the Option Plan, which is set forth as Exhibit A
to this proxy statement.  

General

     The purposes of the Option Plan are to encourage eligible
employees of the Corporation and its subsidiaries to increase
their efforts to make the Corporation and each subsidiary more
successful, to provide an additional inducement for such
employees to remain with the Corporation or a subsidiary and to
reward such employees by providing an opportunity to acquire
shares of the Corporation's Common Stock on favorable terms.  The
officers of the Corporation or the Subsidiary Banks, as well as
any employee holding a position of similar responsibility, are
eligible to be granted stock options under the Option Plan;
provided that in no event shall any person who actually or
beneficially owns more than 10% of the outstanding shares of the
Corporation's Common Stock be eligible to be granted stock
options under the Option Plan.

     The aggregate number of shares of the Corporation's Common
Stock which may be issued under the Option Plan is 1,000,000
shares, subject to proportionate adjustment in the event of stock
dividends, stock splits and similar events. The maximum number of
shares as to which stock options may be granted and as to which
shares may be awarded under the Option Plan to any one employee
during the life of the Option Plan is 250,000 shares, subject to
proportionate adjustment as set forth in the immediately
preceding sentence.  No stock options may be granted under the
Option Plan subsequent to October 15, 2005. 

     If any stock option granted under the Option Plan is
cancelled or terminates or expires without having been exercised
in full, the number of shares subject to the stock option will
again be available for purposes of the Option Plan.  The shares
of the Corporation's Common Stock which may be issued under the
Option Plan may be either authorized but unissued shares or
treasury shares or partly each.

Administration

     The Committee has the power to interpret the Option Plan and
to prescribe rules, regulations and procedures in connection with
the operation of the Option Plan. All questions of interpretation
and application of the Option Plan, or as to grants or awards
under the Option Plan, are subject to the determination of the
Committee, which will be final and binding.

     The Committee has full authority, in its discretion, to
grant awards under the Option Plan and to determine the employees
to whom awards will be granted, when such awards will be granted 
and the number of shares to be covered by each award. In
determining the eligibility of any employee, as well as in
determining the number of shares to be covered by an award, the
Committee may, in its discretion, consider such factors as it may
deem relevant.

20

Stock Options

     The Committee has authority, in its discretion, to grant
incentive stock options (stock options qualifying under Section
422 of the Internal Revenue Code (the "Code")).  However, any
such stock options granted in excess of the amount permitted by,
or otherwise fails to meet the requirements under, Section 422 of
the Code shall be considered nonstatutory stock options (stock
options not qualifying under Section 422 of the Code). 

     The option price for each stock option will be equal to the
composite closing price of the Common Stock on the date of grant
or on the most recently preceding date on which trading occurred,
as the case may be.  On March 8, 1996, the composite closing
price was $18.50.  The option price for each stock option will be
payable in full in cash at the time of exercise. 

     Each stock option will be exercisable at such time or times
as the Committee, in its discretion, determines, except that no
stock option will be exercisable after the expiration of ten
years from the date of grant and no stock option may be exercised
prior to its being vested.  A stock option to the extent
exercisable at any time may be exercised in whole or in part. 
The vesting date for any stock option shall be no less than six
months and no more than five years from the date of grant.  In
addition, the Committee may incorporate performance criteria into
any stock option, requiring a specific percentage increase in the
market price of the Common Stock from the date of grant before
such option shall vest. 

     Stock options shall vest upon the death or disability
(defined as physical or mental infirmity resulting in the
optionee's inability to continue employment for at least
12 months in a position similar to the position held prior to the
disability).  Such options will be exercisable within three
months after the optionee's death or termination due to
disability, as the case may be.  If the optionee retires after
completing 10 or more years of employment with the Corporation
and attaining age 60, and such optionee does not thereafter
become employed by any entity in competition with the
Corporation, then all outstanding stock options held will be
exercisable by the optionee (but only to the extent exercisable
immediately prior to the termination of employment) within three
months after the date of retirement.  If the employment of the
optionee terminates for any reason other than retirement, death
or disability, all outstanding stock  options held by the
optionee at the time of the termination of employment will
terminate.

     In the event that any person or group of persons acting in
concert shall acquire legal or beneficial ownership of, or voting
rights with respect to, 25% or more of the Common Stock, all
outstanding stock options shall become immediately vested. 

21

     For incentive stock options, the aggregate fair market value
(determined on the date of grant) of the shares with respect to
which incentive stock options are exercisable for the first time
by an employee during any calendar year under all plans of the
Corporation and any subsidiary may not exceed $100,000.  In the
event the $100,000 limitation is violated, such incentive stock
options will as a result be converted in whole or in part into
nonstatutory stock options.

     No stock option granted under the Option Plan will be
transferable other than by will or by the laws of descent and
distribution.  Stock options granted under the Option Plan may be
exercised during an optionee's lifetime only by the optionee.

     Subject to the foregoing and the other provisions of the
Option Plan, stock options granted under the Option Plan may be
exercised at such times and in such amounts and be subject to
such restrictions and other terms and conditions, if any, as are
determined, in its discretion, by the Committee. The grant of
each stock option, setting forth the terms and conditions of each
stock option grant, will be set forth in a stock option agreement
between the Corporation and the optionee.

Acceleration by the Committee

     The Committee may, in its sole discretion, in the event of a
merger, liquidation, consolidation or dissolution of the
Corporation, accelerate the termination date of any stock option
granted under the Option Plan, provided that such acceleration
shall nevertheless provide a reasonable time for the optionee to
exercise such option.  

Miscellaneous

     The Board of Directors may amend or terminate the Option
Plan at any time, provided that without the approval of the
holders of a majority of Common Stock no amendment of the Option
Plan may (i) increase the total number of shares which may be
issued under the Option Plan, (ii) materially modify the
requirements as to eligibility for participation in the Option
Plan, (iii) remove the administration of the Option Plan from the
Committee, (iv) allow any member of the Committee to participate
in the Option Plan during such membership, (v) cause any stock
options issued under the Option Plan to fail to qualify as
"incentive stock options" as defined in Section 422 of the Code
or (vi) cause the Option Plan to fail to comply with the rules
and regulations promulgated under Section 16(b)(3) of the
Securities Exchange Act of 1934.  No amendment or termination of
the Option Plan may, without the written consent of the holder of
an outstanding grant or award under the Option Plan, adversely
affect the rights of such holder with respect thereto.

Section 16(b) of the Securities Exchange Act of 1934

     Under Section 16(b) of the Securities Exchange Act of 1934,
directors and officers of the Corporation are liable to the
Corporation for any profits realized by them on the purchase and
sale (or sale and purchase) of any shares of Common Stock within

22

any period of less than six months.  A person need only be a
director or officer of the Corporation at the time of the first
transaction.  The grant of a stock option will not be deemed a
purchase of Common Stock for Section 16(b) purposes unless the
shares acquired upon exercise are disposed of within six months
from the date of grant.  The exercise of a stock option will be
considered a purchase for Section 16(b) purposes only if on the
date of exercise the fair market value of the shares acquired is
less than the option price. 

Withholding

     The Corporation has the right to deduct from any payment
hereunder which may be due to any optionee any federal, state or
local income tax withholding as it may deem required by law. 

Federal Income Tax Consequences

     The following is a brief summary of the principal Federal
income tax consequences of the grant and exercise of awards under
present law. 

     Incentive Stock Options.  An optionee will not recognize any
taxable income upon receipt of an incentive stock option or,
generally, at the time of exercise of an incentive stock option. 
The exercise of an incentive stock option generally will result
in an increase in an optionee's taxable income for alternative
minimum tax purposes. 

     If an optionee exercises an incentive stock option and does
not dispose of the shares received in a subsequent "disqualifying
disposition", upon disposition of the shares any amount realized
in excess of the optionee's tax basis in the shares disposed of
will be treated as a long-term capital gain, and any loss will be
treated as a long-term capital loss.  If, however, the shares are
disposed of in a "disqualifying disposition," the difference
between the fair market value of the shares received on the date
of exercise and the option price (limited, in the case of a
taxable sale or exchange, to the excess of the amount realized
upon disposition over the optionee's tax basis in the shares)
will be treated as compensation received by the optionee in the
year of such "disqualifying disposition".  Any additional gain
will be taxable as a capital gain and any loss as a capital loss,
which will be long-term or short-term depending on whether the
shares were held for more than one year.  Under proposed
regulations, special rules apply in determining the compensation
income recognized upon a "disqualifying disposition" if, in
certain limited circumstances, the optionee is subject to Section
16(b) of the Securities Exchange Act of 1934.  For the purposes
of these rules, a "disqualifying disposition" is, generally, a
sale, gift or other transfer within two years after the date of
grant of the incentive stock option or within one year after the
shares are transferred to the optionee. 

     The Corporation will not be entitled to a deduction with
respect to shares received by an optionee upon exercise of an
incentive stock option and not disposed of in a "disqualifying
disposition."  If an amount is treated as compensation received

23

by an optionee because of a "disqualifying disposition," the
Corporation generally will be entitled to a corresponding
deduction in the same amount for compensation paid. 

     Nonstatutory Stock Options.  An optionee will not recognize
any taxable income upon receipt of a nonstatutory stock option. 
Upon exercise of a nonstatutory stock option the amount by which
the fair market value of the shares received, determined  as of
the date of exercise, exceeds the option price will be treated as
compensation received by the optionee in the year of exercise. 
Upon a subsequent sale or taxable exchange of the shares acquired
upon exercise of a nonstatutory stock option, an optionee will
recognize long-term or short-term capital gain or loss equal to
the difference between the amount realized on the sale and the
tax basis of such shares.  Special rules will apply upon the
exercise of a nonstatutory stock option in certain limited
circumstances by an optionee who is subject to Section 16(b) of
the Securities Exchange Act of 1934. 

     The Corporation generally will be entitled to a deduction
for compensation paid in the same amount treated as compensation
received by the optionee. 

     Other Tax Matters.  The exercise by an awardee of a stock
option following a change of control event as defined in the
Option Plan, in certain circumstances, may result in a 20%
Federal excise tax (in addition to Federal income tax) to the
awardee on certain payments of Common Stock resulting from such
exercise. 

OPTION PLAN BENEFITS

     No options have been granted under the Option Plan and no
options will be granted unless, and until, the Plan is approved
by the shareholders at its 1996 annual meeting.  If the Plan is
approved by the shareholders, information concerning grants and
exercises of stock options under the Option Plan will be set
forth each year in the Proxy Statement as such grants and
exercises occur.

                            APPROVAL OF THE CORPORATION'S 
                          CHANGE IN CONTROL AGREEMENT PROGRAM

     Subject to approval and ratification by the shareholders at
their 1996 annual meeting, the Board of Directors, at the
recommendation of the Committee, has authorized the Corporation
to enter into change in control agreements with substantially all
of the executive officers of the Corporation and certain other
key employees.  The Committee has been authorized to determine
which of the executives of the Corporation and its partner banks
the Corporation will enter into change in control agreements
with.

     Except as described below, all of the agreements are
identical in all material respects.  The term "change in control"
is defined as the acquisition of 25% or more of the legal or
beneficial interest, or voting rights, of the Common Stock of the
Corporation by any one person or group of persons acting in

24

concert within the meaning of Section 13(d) of the Securities
Exchange Act of 1934 and the regulations of the Securities and
Exchange Commission issued thereunder.

     If, within one year following the occurrence of a change in
control, the employer involuntarily terminates the employment of
the executive (other than for cause as defined below),
substantially reduces the executive's title, responsibilities,
power or authority, reduces the executive's base compensation,
assigns duties which are inconsistent with previous duties, or
undertakes similar actions, a severance benefit equal to one
year's base compensation (payable in twelve monthly installments)
will thereupon be payable to the former executive.  Health
insurance and other principal employee benefits will be continued
during that one year period.  If the former executive enters into
competitive employment during the one year period, severance
payments will cease.  Cause for termination shall arise if the
executive commits a felony resulting in, or intended to result
in, monetary harm to the Corporation, its customers, or
affiliates, or if the executive intentionally fails to perform
his duties for 30 consecutive days following written notice from
the Corporation that such duties are not being performed.

     The agreement with Mr. O'Dell, the President and Chief
Executive Officer of the Corporation, provides for severance
payments to be made if the employer involuntarily terminates the
employment of the executive (other than for cause as defined
above), or undertakes similar action as described above, within
three years of a change in control (rather than one year as
described above for other agreements).  Furthermore, Mr. O'Dell's
agreement provides a severance benefit equal to three year's
compensation (payable in thirty-six monthly installments) with
continuation of health insurance and other principal employee
benefits during that period.  In addition, Mr. O'Dell may also
trigger the payment of severance benefits (in the same amount and
under the same conditions described above) by voluntarily
terminating employment within one year following a change in
control.  However, the voluntary termination provision will no
longer be available once Mr. O'Dell attains normal retirement age
under any of the Corporation's regular retirement plans.

     The agreement with Mr. Thomchick, Senior Executive Vice
President of the Corporation, is identical to Mr. O'Dell's
agreement in all material respects except that severance payments
are triggered only if the involuntary termination of employment
or other triggering event occurs within two years of the change
in control and the total severance benefit in his case is equal
to two year's compensation (payable in twenty-four monthly
installments).

     The Board of Directors recommends the approval of the Change
In Control Agreement Program for several reasons:

     1.   Shareholder value is maximized by securing the
          disinterested efforts of its senior executives
          unaffected by potential, or actual, conflicts of
          interest that may result from a change in control.

25

     2.   Use of such agreements is consistent with the practices
          of a significant majority of the Corporation's
          competitive peer group.

     3.   The agreements provide a significant incentive for the
          executives not to engage in competitive employment
          during the period for which severance benefits are
          being paid, thus protecting and enhancing shareholder
          value following any change in control.

SHAREHOLDER VOTE

     The change in control agreements will become null and void
unless approved and ratified by the shareholders at the 1996
annual meeting.  If approved by the shareholders, the Executive
Compensation Committee will also be authorized to direct the
Corporation to engage in similar agreements with executives in
similar positions to those described above.  The Board of
Directors recommends that the shareholders vote "FOR" the
approval and ratification of the Change In Control Agreement
Program.

                                      ACCOUNTANTS

     Grant Thornton LLP was selected by the Board of Directors to
serve as the Corporation's independent certified public
accountant for its 1994 and 1995 fiscal years.  Jarrett.Stokes &
Co. had served as independent auditor for FCFC or NBOC from 1978
through 1993.  The Board of Directors also has selected Grant
Thornton LLP as the Corporation's independent certified public
accountant for the 1996 fiscal year.  A representative of Grant
Thornton LLP 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, 1995 is enclosed with this Proxy
Statement.

     A COPY OF THE CORPORATION'S FORM 10-K ANNUAL REPORT FOR 1995
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 1997 Annual Meeting of Shareholders must be
received by the Secretary of the Corporation not later than
November 19, 1996 in order to be considered for inclusion in the
Corporation's proxy statement for that meeting.  

26

                                       EXHIBIT A

                       FIRST COMMONWEALTH FINANCIAL CORPORATION

                          1995 COMPENSATORY STOCK OPTION PLAN
                                           
                                       Article I
                                        Purpose
                                           
     The purpose of this 1995 Compensatory Stock Option Plan (the
"Plan") is to encourage stock ownership by certain executive
employees (in accordance with Article III hereof) of First
Commonwealth Financial Corporation, a bank holding corporation
organized and existing pursuant to the laws of the Commonwealth
of Pennsylvania, and with its principal place of business in
Indiana, Pennsylvania, and its subsidiaries and affiliates
(hereinafter collectively referred to as the "Corporation") so
that they may acquire a proprietary interest in the success of
the Corporation. The term "subsidiaries and affiliates" shall
have the same meaning as the term "subsidiary corporation" is
defined in Section 424(f) of the Internal Revenue Code of 1986,
as amended (the "Code") and shall include any such subsidiaries
and affiliates which may become such after the adoption of this
Plan. This Plan is intended to provide an incentive for the
maximum effort in the successful operation of the Corporation and
to encourage covered executives of the Corporation to remain in
the employ of the Corporation. It is further intended that the
options granted pursuant to this Plan shall constitute "incentive
stock options" within the meaning of Section 422 of the Code, to
the extent permitted by said Section 422, and that any such stock
options granted pursuant to this Plan which is in excess of the
amount permitted by said Section 422, or which otherwise fails to
meet the requirements for an incentive stock option pursuant to
said section shall be considered as a non-qualified stock option.

                                      Article II
                                    Administration
                                           
     This Plan shall be administered by the Executive
Compensation Committee (the "Committee") of the Board of
Directors of First Commonwealth Financial Corporation. Pursuant
to the by-laws of First Commonwealth Financial Corporation and
the rules of the Board of Directors, such Committee shall consist
exclusively of "disinterested directors" as that term is defined
in the rules and regulations of the Securities and Exchange
Commission issued pursuant to Section 10(b) of the Securities
Exchange Act of 1934, as amended.

     The Committee shall have the specific authority and power
to:

(a). Determine which of the eligible employees of the
Corporation (as determined pursuant to Article III
hereof) shall be granted options, when such options
shall be granted, the number of shares of the common
stock of First Commonwealth Financial Corporation that
is subject to each option and the terms and conditions
of each such option;
(b). Prescribe, and amend from time to time, rules and
regulations for administering this Plan; and

27

(c). Decide any questions arising as to the
interpretation or application of any of the provisions
of this Plan.

     The determination of the Committee as to any of these
matters shall be final and binding upon all parties and entities
whomsoever and shall be reported to the Board of Directors of
First Commonwealth Financial Corporation in accordance with the
by-laws of said First Commonwealth Financial Corporation and the
rules of the Board of Directors pertaining thereto.

                                      Article III
                                  Eligible Executives
                                           
     The persons who shall be eligible to receive options
pursuant to the terms of this Plan shall be (a) all officers of
First Commonwealth Financial Corporation, (b) all officers of any
subsidiary or affiliate of First Commonwealth Financial
Corporation which is a bank and (c) all executives of any
subsidiary or affiliate of First Commonwealth Financial
Corporation which is not a bank, who, in the opinion of the
Committee, hold positions of authority and responsibility equal
to that hereinabove described.  In no event shall any person have
any right to receive a stock option under this Plan by virtue of
being an eligible executive in accordance with this Article.

     A grantee of an option under this Plan (an "Optionee") may
hold more than one option hereunder, each such option to
constitute an independent right to purchase the shares of common
stock of First Commonwealth Financial Corporation under the terms
and conditions applicable thereto.  Notwithstanding any other
provision of this Plan, no executive otherwise eligible hereunder
shall be a person eligible to receive options under this Plan if
he then actually or beneficially owns common stock representing
more than ten percent (10%) of the total issued and outstanding
common shares of First Commonwealth Financial Corporation;
providing, further that any such ownership shall be determined
after incorporating the attribution rules of Section 318 of the
Code, and the regulations thereunder.

                                      Article IV
                        Stock To Be Sold Pursuant To This Plan

     The stock to be sold to an Optionee upon the exercise of his
option granted under this Plan shall be the common stock of First
Commonwealth Financial Corporation ($1.00 par value) which may be
either authorized but unissued shares or issued shares held in,
or hereinafter acquired for, the treasury of First Commonwealth
Financial Corporation.  The aggregate number of shares of such
common stock for which options may be granted hereunder may not
exceed one-million (1,000,000) shares, and the aggregate number
of shares for which options may be granted and held by any one
person hereunder may not exceed two- hundred fifty-thousand
(250,000) shares.  In the event that any outstanding option under
this Plan expires without being exercised, or is canceled in
accordance with the terms of this Plan, the shares of common
stock subject to such options may again be subject to an option
under this Plan.

28

     First Commonwealth Financial Corporation shall not be
required, or permitted, to deliver any shares pursuant to the
exercise of an option under this Plan if such delivery would
subject First Commonwealth Financial Corporation, the Optionee or
any other person to any penalty or forfeiture (whether civil or
criminal) under the securities laws of the United States or of
any state or territory thereof, or of any foreign country.  The
Committee in its sole discretion shall determine the registration
and other legal requirements applicable thereto.

                                       Article V
                            Terms And Conditions Of Options
                                           
     Each option granted under this Plan shall be evidenced by an
agreement in writing which shall be subject to such amendment and
modification from time to time as the Committee shall deem
necessary to comply with applicable laws or regulations, and
which shall contain, in such form and with such other provisions
as the Committee shall from time to time determine, provisions
which shall comply with the following terms and conditions:

(a).  The Number of Shares - Each option shall state
the number of shares of common stock of First
Commonwealth Financial Corporation which shall be
subject to the option.
(b).  Exercise Price - Each option shall state the
exercise price per share of common stock of First
Commonwealth Financial Corporation, which price shall
be equal to the composite closing price of said common
stock on the date of the granting of the option, but if
there shall be no composite price at the close of the
market on that day because trading in that security
shall have been suspended or for other reasons, then
the composite price at the close of trading on the last
day immediately prior thereto in which such price
exists shall be used.
(c).  Medium and Time of Payment - Each option shall
state that the exercise price shall be payable in
United States dollars upon the exercise of the option,
and the exercise of any option and delivery of the
shares sold to the Optionee pursuant to the terms of
the option shall be contingent upon the payment by the
Optionee of the full exercise price to First
Commonwealth Financial Corporation.
(d).  Term During Which Option May Be Exercised - Each
option shall provide that it may not be exercised prior
to said option being vested (as hereinafter provided),
nor may such option be exercised at all subsequent to a
date which shall be the tenth anniversary of the date
that such option was granted, and any such option not
exercised by said tenth anniversary shall expire at
that time.  Such option shall expire on said tenth
anniversary even if it had never become vested prior
thereto.
(e).  Vesting of Options - The Committee shall decide
with respect to each option whether such option shall
incorporate performance criteria vesting or not.  With
respect to those options that the Committee has decided
shall not incorporate performance criteria vesting,
each such option shall provide that it shall be vested 

29

on a date which the Committee shall determine, such
date being not less that six (6) months from the date
of such grant nor more than five (5) years from such
date; provided that said option shall only be vested on
such date if the Optionee continued in the employment
of the Corporation from the date that the option was
granted to the vesting date so established.  With
respect to each such option that the Committee has
decided shall include performance criteria vesting,
each such option shall provide that it shall be vested
on a date which the Committee shall determine, such
date being not less than six (6) months from the date
of such grant nor more than five (5) years from such
date; provided that such option shall only be vested on
such date if the Optionee continued in the employment
of the Corporation from the date that the option was
granted to the vesting date so established, and then
only if, on such date, the ratio of (i) the composite
price at the close of trading of the stock which is
subject to the option on such date to (ii) the exercise
price per share of stock for such option shall not be
less than such amount as is prescribed by the Committee
with respect to that option.  Each such option shall
further provide that if on that date the aforesaid
ratio shall be less than the amount prescribed by the
Committee, the option shall be vested on the first date
thereafter that the ratio of (i) the composite price at
the close of trading of the stock which is subject to
the option to (ii) the exercise price per share of
stock for such option shall not be less than such
amount as is prescribed by the Committee with respect
to the option.
(f).  Maximum Value of Stock With Respect To Which
Options Are Exercisable For The First Time In Any
Calendar Year - Each option shall provide that in the
event that the aggregate exercise price of all options
hereunder which are exercisable hereunder for the first
time by an Optionee during any one calendar year plus
the fair market value (determined at the time that the
option is granted) of stock with respect to which
options are exercisable under all other incentive stock
option plans of the Corporation shall exceed one-
hundred-thousand dollars ($100,000), the options with
respect to such excess shall be treated as options
which are not incentive stock options, but are non-
qualified stock options.  For this purpose, options
shall be taken into account in the order in which they
were granted, designating the earliest of such options
as incentive stock options to the maximum extent
permitted by the rule herein stated.  In the case of an
option that is to be treated in part as an incentive
stock option and in part as a non-qualified stock
option, First Commonwealth Financial Corporation may
designate the shares of common stock that are to be
treated as stock acquired pursuant to the exercise of
an incentive stock option by issuing a separate
certificate for such shares (or by separately recording
such shares on the book entry records of the transfer
agent) and by identifying the certificate or the book
entry shares as incentive stock option shares in the 

30

stock transfer records of First Commonwealth Financial
Corporation.
(g).  Transfer of Option - Each option shall provide
that such option (or any part thereof) shall not be
transferable either by the Optionee or by operation of
law during the Optionee's lifetime and at said
Optionee's death said option (or any part thereof)
shall only be transferable by said Optionee's will or
by the laws of descent and distribution.  Any such
option (or any part thereof) may be exercisable during
the lifetime of the Optionee only by the Optionee.  Any
option, and any and all rights granted to the Optionee
thereunder, to the extent not theretofore effectively
exercised shall automatically terminate and expire upon
any sale, transfer or hypothecation or any attempted
sale, transfer or hypothecation of any such option (or
any part thereof), or upon the bankruptcy or insolvency
of the Optionee.
(h). Vesting on Death or Disability - Each option shall
provide that notwithstanding the vesting requirements
otherwise contained therein, such option shall be
vested upon the death of the Optionee or upon his
becoming totally disabled.  For this purpose "totally
disabled" shall be defined as a physical or mental
infirmity, injury or disease that in the opinion of the
Committee based upon objective medical evidence,
prevents the Optionee from engaging in employment with
the Corporation in a position similar to the Optionee's
position with the Corporation prior to so becoming
disabled for a period of at least twelve (12) months
from the date of onset of such disability.
(i).  Termination of Employment - Each option shall
provide that it may not be exercised by an Optionee
subsequent to his termination of employment with the
Corporation, except as otherwise hereinafter stated in
this subsection, but in any event specifically subject
to the provisions of sections (d) and (e) of this
Article V.  Said option shall therefore provide that
solely to the extent provided herein, it may be
exercised after the optionee's termination of
employment, to wit:

(i).  Upon Retirement - Options granted under
the Plan and otherwise exercisable may be
exercised within three (3) months after the
Optionee retires from the employ of the
Corporation.  For this purpose, "retirement"
means only the termination of employment of
the Optionee with the Corporation after both
(a) having completed at lease ten (10) years
of employment with the Corporation and (b)
having attained the age of sixty (60),
provided that the Optionee shall not
thereafter become employed, or intend to
become employed, by any employer in
competition with the Corporation, and said
Optionee provides such assurances to the
Committee, and enters into such agreements as
the Committee may request, as is satisfactory

31

to the Committee with respect to the future
intent of the Optionee.
(ii).  Upon Disability - Options granted
under this Plan and either otherwise
exercisable or exercisable as a result of
such disability may be exercised within three
(3) months after the Optionee terminates his
employment with the Corporation because of
disability.  For this purpose a "disability"
means a physical or mental infirmity, injury
or disease that, in the opinion of the
Committee, prevents the Optionee from
engaging in employment with the Corporation
in a position similar to the Optionee's
position with the Corporation prior to so
becoming disabled for a period of at least
twelve (12) months from the date of onset of
such disability.
(iii).  Upon Death - Options granted under
this Plan and otherwise exercisable or
exercisable as a result of such death may be
exercised by the legal representatives of the
Optionee's estate or the legatees or
distributees as provided by law within three
(3) months after the death of an Optionee who
was entitled, on his date of death, to
exercise an option or options as herein
provided.

(j).  Acceleration - Each option shall provide that the
Committee may, in its sole discretion, in the event of
the merger, consolidation, dissolution or liquidation
of First Commonwealth Financial Corporation, accelerate
the expiration date of any option, but the Committee
shall not thereby shorten the remaining exercise period
to such an extent that it no longer gives Optionees who
are then entitled to exercise their options a
reasonable period to do so.
(k).  Rights As A Shareholder - Each option shall
provide that an Optionee shall have no rights as a
shareholder with respect to any shares covered by any
of said Optionee's options until the date that said
Optionee exercises such options as herein provided and
delivers to First Commonwealth Financial Corporation
full payment therefore.  No adjustment shall be made
for dividends, distributions or other rights for which
the record date is prior to the date on which the
exercise of the option is to be effective, except for
the provisions to prevent dilution in the case of stock
dividends, in accordance with Article VII hereof.
(l).  Documents To Be Delivered To Optionees - Each
option shall provide that upon the grant of an option
to an Optionee, there shall be delivered to the
Optionee a prospectus describing the options granted
hereunder, the common shares which are subject to the
option and such other information as may be required by
the securities laws and regulations of the United
States, any state or territory thereof or any foreign
country.

32

(m).  Compliance With Securities Exchange Act of 1934,
As Amended - Each option shall provide that,
notwithstanding anything to the contrary, an option
shall always be granted and exercised in a manner so as
to conform to the provisions of Rule 16b-3, or any
replacement rule, adopted pursuant to the provisions of
the Securities Exchange Act of 1934, as amended from
time to time.
(n).  Other Provisions - Each option shall further
contain such provisions as the Committee shall
determine, including, without limitation, restrictions
upon the exercise of the option, and, in any event,
shall include such provisions, limitations and
restrictions as shall be necessary or advisable to
cause such option to be an incentive stock option to
the maximum extent permitted by law pursuant to Section
422 of the Code.

                                      Article VI
                                  Notice of Intent To
                                   Exercise Options
                                           
     An Optionee desiring to exercise an option granted
hereunder, as to one or more of the shares subject to such
option, shall notify the Committee in writing to that effect,
specifying the number of shares to be purchased, in a form
satisfactory to the Committee.

                                      Article VII
                                     Antidilution
                                           
     If any stock dividend shall be declared upon the common
stock of First Commonwealth Financial Corporation, or if said
stock shall be subject to a stock split, subdivision or
consolidation, or if the common stock shall be recapitalized or
First Commonwealth Financial Corporation reorganized, then, in
each such event, the aggregate number of shares of such common
stock for which options may be granted hereunder, the number of
shares otherwise subject to the option, the class of shares and
the issuing corporation shall all be adjusted as necessary to be
equivalent, to the maximum possible extent, to such shares prior
to any such transaction.

     The grant of an option pursuant to the Plan shall not affect
in any way the right or power of First Commonwealth Financial
Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure
or to merge, consolidate, liquidate or sell any part or all of
its business or assets.

                                     Article VIII
                          Expiration and Termination Of Plan
                                           
     Options may be granted under the Plan at any time until
terminated by the Board of Directors, provided, however this Plan
shall in any event terminate by the sixteenth day of October,
2005, which is ten years from the date of its adoption by the
Board of Directors, if not terminated prior thereto.

33

                                      Article IX
                                   Change In Control
                                           
     Notwithstanding any other provision of this Plan, each
option shall provide that upon the occurrence of a "change in
control" each option then outstanding shall be and become vested
as of the date of occurrence of such "change in control."  For
this purpose, a "change in control" shall have occurred if, at
any time, any person or group of persons acting in concert
(within the meaning of Section 13(d) of the Securities Exchange
Act of 1934, as amended, and the regulations of the Securities
and Exchange Commission promulgated thereunder) shall acquire
legal or beneficial ownership interest, or voting rights, in
twenty-five percent (25%) or more of the common voting stock of
First Commonwealth Financial Corporation.

                                       Article X
                                 Amendment of the Plan
                                           
     The Board of Directors may, at any time and from time to
time, without the consent of any other party including the
holders of the common shares of First Commonwealth Financial
Corporation, amend this Plan in any respect whatsoever or suspend
or discontinue this Plan.  However, notwithstanding the previous
sentence, no such amendment may be made with respect to options
already granted prior to the effective date of such amendment or
with respect to any shares of the common stock of First
Commonwealth Financial Corporation then subject to an option as
herein provided.  Furthermore, no such amendment shall be made,
nor shall any decision to suspend or discontinue this Plan be
made to the extent prohibited by law in any respect. 
Furthermore, any such amendment which has the effect of (a)
increasing the number of shares of common stock of First
Commonwealth Financial Corporation (except to the extent required
by Article VII hereof) which are subject to options pursuant to
this Plan, (b) changing the designation of the class of
executives or employees of the Corporation eligible to receive
grants of options as herein provided, (c) removing the
administration of the Plan from the Committee (d) allowing any
member of Committee to be eligible to receive a grant of an
option pursuant to this Plan while serving as a member of said
Committee, or (e) changing the Plan in any manner that will cause
options issued hereunder to then fail to meet the requirements of
"incentive stock options" as defined in Section 422 of the Code
(except to the extent required by section (f) of Article V
hereof) or which will result in a failure to comply with Section
16(b)(3) of the Securities Exchange Act of 1934, as amended, or
the rules and regulations of the Securities and Exchange
Commission issued thereunder shall not become effective unless,
and until, such amendment shall be approved by the holders of a
majority of the outstanding common shares of First Commonwealth
Financial Corporation, in accordance with the charter and by-laws
of said First Commonwealth Financial Corporation and applicable
legal requirements.

                                      Article XI
                                  Granting of Options

     The granting of any option pursuant to this Plan shall be
entirely in the discretion of the Committee and nothing herein 

34

contained shall be considered to give any eligible executive or
other person any right to participate under this Plan or to
receive any option under it.  The granting of an option shall
impose no duty upon the Optionee to exercise any such option or
to purchase any of the common or other stock of First
Commonwealth Financial Corporation.

     Neither the adoption and maintenance of this Plan nor the
granting of an option pursuant to this Plan shall be deemed to
constitute a contract of employment between the Corporation and
any employee thereof or to be a condition of the employment of
any person.  Nothing herein contained shall be deemed to (a) give
to any employee the right to be retained in the employ of the
Corporation, (b) interfere with the right of the Corporation to
discharge or make redundant any employee at any time, (c) give to
the Corporation the right to require any employee to remain in
its employ or (d) interfere with any employee's right to
terminate his employment at any time.

                                      Article XII
                               Governmental Regulations
                                           
     This Plan and the granting and exercise of any options
hereunder and the obligations of First Commonwealth Financial
Corporation to sell and deliver shares of its common stock under
any such option shall be subject to all applicable laws, rules
and regulations, and to such approvals by any governmental
agencies as may be required.

                                     Article XIII
                              Proceeds From Sale of Stock
                                           
     Proceeds received by First Commonwealth Financial
Corporation from the sale of any of its common shares to any
Optionee pursuant to the terms of an option shall be for the
general business purposes of the First Commonwealth Financial
Corporation.

                                      Article XIV
                                Reporting Requirements

     The Committee shall furnish each Optionee hereunder with
such information relating to the exercise of any option granted
hereunder to said Optionee as is required by the Code and
applicable securities laws of the United States and any state or
territory thereof.

                                      Article XV
                               Approval of Shareholders
                                           
     This Plan shall be void and of no effect, and no option
granted hereunder shall be exercisable but rather such option
shall be void ab initio to the same extent and purpose as if it
was never granted unless this Plan shall be approved and ratified
by the holders of a majority of the outstanding shares of the
common stock of First Commonwealth Financial Corporation not
later than one (1) year after its adoption by the Board of
Directors of First Commonwealth Financial Corporation, in
accordance with the charter and by-laws of said First 

35

Commonwealth Financial Corporation and applicable legal
requirements.

                                      Article XVI
                                    Interpretation
                                           
     The terms of this Plan are intended to conform to all
present and future regulations and rulings of the Secretary of
the Treasury or his delegate relating to the qualification of
incentive stock options under Section 422 of the Code, and the
Plan is to be interpreted consistent with such intent.  All terms
in the masculine gender shall include the feminine, and all terms
in the singular shall include the plural, and the converse, in
all cases in which they would so apply.  The headings have been
inserted for convenience of reference only and are to be ignored
in any interpretation of this Plan or any option issued pursuant
hereto.

     IN WITNESS WHEREOF, and as conclusive evidence of the
adoption of this 1995 Compensatory Stock Option Plan of First
Commonwealth Financial Corporation by the Board of Directors of
First Commonwealth Financial Corporation, we, the undersigned
officers of First Commonwealth Financial Corporation, being duly
authorized, have set our hands and seals this________day
of_______________, 1995.

Recommended by the Executive Compensation Committee to
the Board of Directors at a meeting of said Committee
held on the sixteenth day of October, 1995.


Adopted by the Board of Directors at a meeting of said
Board held on the seventeenth day of October, 1995.



     (Corporate Seal)    FIRST COMMONWEALTH FINANCIAL CORPORATION




     Attest:             By                                     
                           Joseph E. O'Dell
                           President and Chief Executive Officer


                             
      Secretary

36

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

                       NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                    April 20, 1996

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 20,
1996 at 12:00 noon, local time for the following purposes:

     1.   To elect seven Directors to serve for terms expiring in
          1999.

     2.   To adopt, approve and ratify the Corporation's 1995
          Compensatory Stock Option Plan.

     3.   To adopt, approve and ratify the Corporation's Change
          in control Agreement Program.

     4.   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 8, 1996
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 the following FOR all nominees WITHHOLD AUTHORITY*EXCEPTIONS
   nominees as Directors to  listed below     to vote for all 
   serve for terms ending in                  nominees listed
   1999.                                      below

Nominees:  Sumner E. Brumbaugh, Edward T. Cote, Clayton C. Dovey, Jr.,
Johnston A. Glass, Dale P. Latimer, Joseph E. O'Dell and David R. Tomb, Jr.
(INSTRUCTIONS:  To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below.)

*Exceptions                                                               

2.  Proposal to adopt, approve and ratify    3.  Proposal to adopt, approve
    the Corporation's 1995 Compensatory          the Corporation's Change
    Stock Option Plan.                           in control Agreement
                                                 Program.

    FOR      AGAINST            ABSTAIN         FOR      AGAINST   ABSTAIN

                                                    Change of Address and
                                                    or Comment Mark Here
 
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)
         Signature if held jointly

Please Sign, Date, and Return the Proxy Promptly Using the Enclosed
Envelope
                                             Votes must be indicated   x
                                             (x) in Black or Blue ink. 
 































- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                 FIRST COMMONWEALTH FINANCIAL CORPORATION
       ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 1996 

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

     The undersigned shareholder of First Commonwealth Financial
Corporation ("the Corporation") hereby appoints Edward Bratton, Mary Lee
Sheftic and John T. Tague, and each of them, as proxies of the undersigned
to vote at the Annual Meeting of Shareholders of the Corporation which the
undersigned would be entitled to vote if 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,
Proposal 2, and Proposal 3.

     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 signed and dated on the reverse side.)

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

EXHIBIT B
CHANGE IN CONTROL AGREEMENT:  O'DELL

(The following was not part of the proxy statement but was
referred to on page 25 of the statement)

                                     AGREEMENT FOR
                                  SEVERANCE PAYMENTS
                                   IN THE EVENT OF 
                               TERMINATION OF EMPLOYMENT
                              UNDER CERTAIN CIRCUMSTANCES
                                           
       THIS AGREEMENT, by and between First Commonwealth Financial
Corporation, a bank holding company organized and existing under
the laws of the Commonwealth of Pennsylvania and with its
principal place of business in Indiana, Pennsylvania (the
"Employer") and Joseph E. O'Dell of White Township, Indiana
County, Pennsylvania (the "Executive") made this _______________
day of _______________, 1995.

                                      WITNESSETH

       WHEREAS, the Executive is presently employed by the Employer
as its President and Chief Executive Officer;

       WHEREAS, the Employer wishes to induce the Executive to
continue as its President and Chief Executive Officer and,
accordingly, to provide certain employment security to said
Executive in the event of a "change in control" (as hereinafter
defined);

       WHEREAS, the Employer believes that it is in the best
interest of its shareholders for the Executive to continue in his
position on an objective and impartial basis and without
distraction or conflict of interest as a result of a possible, or
actual "change in control" (as hereinafter defined); and

       WHEREAS, in consideration, inter alia, of this Agreement the
Executive is willing to continue as the Employer's President and
Chief Executive Officer;

       NOW  THEREFORE, IN CONSIDERATION OF THE EXECUTIVE CONTINUING
AS THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE EMPLOYER AND
OF THE MUTUAL PREMISES HEREIN CONTAINED, THE EXECUTIVE AND THE
EMPLOYER, INTENDING TO BE LEGALLY BOUND, HEREBY AGREE AS FOLLOWS,
TO WIT;
                                       ARTICLE I
                                           
                                      DEFINITIONS

       1.  A "Change in Control" for the purpose of this Agreement,
shall be deemed to have occurred if, at any time, any person or
group of persons acting in concert (within the meaning of Section
13(d) of the Securities Exchange Act of 1934, as amended, and the
regulations of the Securities and Exchange Commission promulgated
thereunder) shall acquire legal or beneficial ownership interest,
or voting rights, in twenty-five percent (25%) or more of the
common voting stock of First Commonwealth Financial Corporation.



       2.  A "Triggering Event" for the purpose of this Agreement
shall be deemed to have occurred if, on or after the occurrence
of a Change in Control, any of the following shall occur, viz:

(a)  Within three (3) years from the date on which the
Change In Control occurred, the Employer shall
terminate the employment of the Executive, other than
in the case of a Termination For Cause, as herein
defined;
(b)  Within three (3) years from the date on which the
Change In Control occurred, the Employer shall reduce
the Executive's title, responsibilities, power or
authority in comparison with his title,
responsibilities, power or authority at the time of the
Change In Control;
(c)  Within three (3) years from the date on which the
Change In Control occurred, the Employer shall assign
the Executive duties which are inconsistent with the
duties assigned to the Executive on the date on which
the Change In Control occurred and which duties the
Employer persists in assigning to the Executive despite
the prior written objection of the Executive;
(d)  Within three (3) years from the date in which the
Change In Control occurred, the Employer shall reduce
the Executive's base compensation, his group health,
life, disability or other insurance programs (including
any such benefits provided to the Executive's family),
his pension, retirement or profit-sharing benefits or
any benefits provided by the Employer's Employee Stock
Ownership Plan, or any substitute therefor, or shall
exclude him from any plan, program or arrangement in
which the other executive officers of the Employer are
included.

       3.  A "Termination For Cause" for the purpose of this
Agreement shall be deemed to have occurred, if, and only if, the
Executive shall have committed a felony under the laws of the
United States of America, or of any state or territory thereof,
and shall have been convicted of the same, or shall have pled
guilty or nolo contendere with respect to said charge, and the
commission of said felony resulted in, or was intended to result
in, a loss (monetary or otherwise) to the Employer or its
clients, customers, directors, officers or employees.

                                      ARTICLE II
                                           
                                   SEVERANCE PAYMENT
                                           
       Upon the occurrence of a Triggering Event, the Employer
shall pay to the Executive a severance benefit which shall be in
addition to any other compensation or remuneration to which the
Executive is, or shall become, entitled to receive from the
Employer.  Each severance payment shall be paid by the Employer
to the Executive on the first day of each calendar month
commencing on the first day of the month next following the month
in which the Triggering Event occurred, and be payable to the
Executive or his beneficiary ( as hereinafter provided) for
thirty-five (35) consecutive months thereafter, so that a total

of thirty-six (36) consecutive monthly payments shall be made. 
The amount of each such payment shall be equal to one-twelfth
(1/12) of the Executive's annual base salary on the date of the
Change In Control.  In addition thereto, the Employer shall, at
its expense, provide the Executive, and his family, with life,
health, disability and accidental death and dismemberment
insurance in an amount not less than that provided on the date on
which the Change In Control occurred, for the period during which
the monthly payments provided above are to be made.

                                      ARTICLE III
                                           
                           LIMITATION ON PAYMENT OF BENEFITS

       Notwithstanding anything to the contrary herein contained,
in no event shall any amount of severance payments be paid to the
extent that such amount constitutes "excess parachute payments"
to a "disqualified individual," as such terms are defined by
Section 280G of the Internal Revenue Code of 1986, as amended (26
USC 280G) and the regulations of the Secretary of the Treasury or
his delegate issued pursuant thereto.

                                      ARTICLE IV
                                           
                                   PAYMENTS ON DEATH

       If the Executive shall die after the occurrence of a
Triggering Event, but prior to the payment of all of the monthly
severance payments required by Article II hereof, then all
remaining severance payments shall be paid to the beneficiary
herein provided at the same time, and in the same amount, as
would have been payable to the Executive (in accordance with
Article II hereof) had he survived.  For this purpose, the
Executive's beneficiary shall mean the person or persons
designated by the Executive in a notice to the Employer,
provided, however than any such designation shall be revocable
during the lifetime of the Executive, and in the event that the
Executive shall have given more than one such notice during his
lifetime, the beneficiary designated in the last such notice
shall govern.  If the Executive shall not have given such a
notice prior to his death, the beneficiary shall be deemed to be
the same person that the Executive designated with respect to his
group life insurance program maintained by the Employer.

                                       ARTICLE V
                                           
                                 VOLUNTARY TERMINATION
                                     OF EMPLOYMENT

       If the Executive shall resign, or otherwise voluntarily
terminate, his employment with the Employer within a one (1) year
period commencing on the date that a Change In Control occurred,
and on the date of such resignation, or other voluntary
termination of employment, he has not yet attained the earliest
normal retirement date under the provisions of the Employer's
Employee Stock Ownership Plan, Profit-Sharing Plan, or other
qualified pension or profit-sharing plan of the Employer, then
the Employer shall pay to the Executive a severance benefit which
shall commence on the first day of the month following the date

of such resignation or other termination of employment and shall
be payable thereafter for the same period, in the same amount and
under the same conditions as if such payments are made following
a Triggering Event in accordance with Article II hereof.

                                      ARTICLE VI
                                           
                                COMPETITIVE EMPLOYMENT

       If during the period that the Executive is receiving
severance payments as herein provided, he shall become an
officer, director, employee or consultant to a bank or bank
holding company which provides (or whose subsidiaries or
affiliates provide) trust, loan or retail banking facilities in
the same county as such facilities are provided by any subsidiary
or affiliate of the Employer, and which is in direct competition
with the Employer, then the Employer may elect to notify the
Executive by certified mail, return receipt requested, that it
considers the employment of the Executive as competitive
employment in accordance with this Article of this Agreement.
       The Executive may, within sixty (60) days of receipt of such
notice from the Employer terminate such competitive employment
and certify the same to the Employer by certified mail, return
receipt requested.  However, if he shall fail to so terminate his
employment and certify the same to the Employer within sixty (60)
days of receipt of the notice as herein provided, no subsequent
severance payments shall be due or payable following such
sixtieth day, notwithstanding any other provision of this
Agreement.  However, this provision shall in no event affect
Executive's entitlement to receive all severance payments due
prior to the sixtieth day after receipt by the Executive of such
notice, nor shall it in any way require Executive not to engage
in such competitive employment.

                                      ARTICLE VII
                                           
                                        SETOFF
                                           
       No amounts otherwise due or payable under this Agreement
shall be subject to setoff or counterclaim by either party
hereto.

                                     ARTICLE VIII
                                           
                                    ATTORNEY'S FEES

       All attorney's fees and related expenses incurred by
Executive in connection with or relating to the enforcement by
him of his rights under this Agreement shall be paid for by the
Employer.

                                      ARTICLE IX
                                           
                                SUCCESSORS AND PARTIES 
                                      IN INTEREST

       This Agreement shall be binding upon and shall inure to the
benefit of the Employer and its successors and assigns,
including, without limitation, any corporation which acquires,

directly or indirectly, by purchase, merger, consolidation or
otherwise, all or substantially all of the business or assets of
the Employer.  Without limitation of the foregoing, the Employer
shall require any such successor, by agreement in form and
substance satisfactory to the Executive, expressly to assume and
agree to perform this Agreement in the same manner and to the
same extent that it is required to be performed by the Employer.
       This Agreement shall be binding upon and shall inure to the
benefit of the Executive, his heirs at law and his personal
representatives.

                                       ARTICLE X
                                           
                                      ATTACHMENT
                                           
       Neither this Agreement nor any benefits payable hereunder
shall be subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge or to execution,
attachment, levy or similar process at law, whether voluntary or
involuntary.

                                      ARTICLE XI
                                           
                                  EMPLOYMENT CONTRACT

       This Agreement shall not in any way constitute an employment
agreement between the Employer and the Executive and it shall not
oblige the Executive to continue in the employ of Employer, nor
shall it oblige the Employer to continue to employ the Executive,
but it shall merely require the Employer to pay severance
benefits to the Executive under certain circumstances, as
aforesaid.


                                      ARTICLE XII
                                           
                        RIGHTS UNDER OTHER PLANS AND AGREEMENTS
                                           
       The severance benefits herein provided shall be in addition
to, and is not intended to reduce, restrict or eliminate any
benefit to which the Executive may otherwise be entitled by
virtue of his termination of employment or otherwise.

                                     ARTICLE XIII
                                           
                                        NOTICES
                                           
       All notices and other communications required to be given
hereunder shall be in writing and shall be deemed to have been
delivered or made when mailed, by certified mail, return receipt
requested, if to the Executive, to the last address which the
Executive shall provide to the Employer, in writing, for this
purpose, but if the Executive has not then provided such an
address, then to the last address of the Executive then on file
with the Employer; and if to the Employer, then to the last
address which the Employer shall provide to the Executive, in
writing, for this purpose, but if the Employer has not then
provided the Executive with such an address, then to:


                                  Corporate Secretary
                       First Commonwealth Financial Corporation
                                 Old Courthouse Square
                                 22 North Sixth Street
                             Indiana, Pennsylvania  15701
                                           
                                      ARTICLE XIV
                                           
                                   GOVERNING LAW AND
                                     JURISDICTION
                                           
       This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Pennsylvania,
except for the laws governing conflict of laws.  In the event
that either party shall institute suit or other legal proceeding,
whether in law or equity, the Courts of the Commonwealth of
Pennsylvania shall have exclusive jurisdiction with respect
thereto.

                                      ARTICLE XV
                                           
                                   ENTIRE AGREEMENT
                                           
       This Agreement constitutes the entire understanding between
the Employer and the Executive concerning the subject matter
hereof and supersedes all prior written or oral agreements or
understandings between the parties hereto.  No term or provision
of this Agreement may be changed, waived, amended or terminated
except by a written instrument of equal formality to this
Agreement.

       IN WITNESS WHEREOF, and as conclusive evidence of the
adoption of this Agreement, the parties have hereunto set their
hands and seals as of the date and your first above written.

         (Corporate Seal)                   FIRST COMMONWEALTH
                                            FINANCIAL CORPORATION




Attest:


___________________________       By_____________________________
Corporate Secretary                 Chairman of the Board
                                    of Directors



___________________________      ________________________________
Witness                          JOSEPH E. O'DELL