8-K

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM 8-K


                         CURRENT REPORT


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


Date of Report (Date of earliest event reported):  September 18,
1997


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


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


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



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

            INFORMATION TO BE INCLUDED IN THE REPORT


Item 4.  Changes in Registrant's Certifying Accountant

a.  Effective September 18, 1997, First Commonwealth Financial
Corporation (the "Corporation" or the "Registrant") dismissed its
prior independent certified public accountants, Grant Thornton
LLP ("Grant").  Grant's report on the Corporation's consolidated
financial statements during the two most recent fiscal years
contained no adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope or
accounting principles.  The decision to change accountants was
made by the Registrant's Audit Committee.

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

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

b.  Effective September 25, 1997, the Corporation's Audit
Committee of the Board of Directors engaged Deloitte & Touche LLP
("Deloitte & Touche") as its independent accountants.  During the
last two fiscal years and the subsequent interim period to the
date hereof, the Corporation did not consult Deloitte & Touche
regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.


Item 7.  Financial Statements and Exhibits

Exhibit 16.1       Letter from Grant Thornton LLP regarding
                   change in certifying accountant.



                           SIGNATURES


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


Dated:  September 23, 1997



                         FIRST COMMONWEALTH FINANCIAL CORPORATION
                                                     (Registrant)



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


                          EXHIBIT INDEX



Exhibit No.                                             Page No.

  16.1         Letter from Grant Thornton LLP               5
                regarding change in certifying
                accountant. 

EX-16

EXHIBIT 16.1


September 23, 1997




Securities and Exchange Commission
Washington, DC  20549




Re:  First Commonwealth Financial Corporation
     File No. 0-11242




Dear Sir or Madam:

We have read Item 4 of the Form 8-K of First Commonwealth
Financial Corporation (Commission File No. 0-11242) dated
September 23, 1997, and agree with the statements in Item 4(a)
contained herein.

Very truly yours,




/S/GRANT THORNTON, LLP