FORM 10-Q/A
                             (AMENDMENT No. 1)
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C  20549



( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

               For the quarterly period ended March 31, 1999


                                    OR


(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


               For the transition period from       to


Commission File Number                        0-11242


                    First Commonwealth Financial Corporation
          (Exact name of registrant as specified in its charter)


        Pennsylvania                                        25-1428528
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)


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


                             724-349-7220
         (Registrant's telephone number, including area code)


                                  N/A
(Former name, former address and former fiscal year, if changed since last
 report.)


Indicate a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


Yes   X    No      .


Number of shares outstanding of issuer's common stock, $1.00 Par Value as
of May 11, 1999 was 30,967,352.



FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
            AMENDMENT FORM 10-Q FOR QUARTERLY PERIOD
                     ENDED MARCH 31, 1999


This amendment contains a change to item 6 in Part II to indicate
that the registrant has filed two reports on Form 8-K during the
quarter for which this report is filed.

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FIRST COMMONWEALTH FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

             (b)  Reports on Form 8-K

                  (1) Form 8-K dated January 15, 1999, reporting
                      the Corporation's acquisition of Southwest
                      National Corporation.

                  (2) Form 8-K/A dated March 16, 1999, amending
                      Form 8-K dated January 15, 1999, reporting
                      the Corporation's acquisition of Southwest
                      National Corporation, to include financial
                      statements of acquired subsidiary and Pro
                      Forma financial statements.

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                           SIGNATURES


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



                         FIRST COMMONWEALTH FINANCIAL CORPORATION
                            (Registrant)



DATED:  AUGUST 30, 1999      /S/ Joseph E. O'Dell
                             Joseph E. O'Dell, President and
                             Chief Executive Officer


DATED:  AUGUST 30, 1999      /S/ John J. Dolan
                             John J. Dolan, Sr. Vice President
                             and Chief Financial Officer