SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                  SCHEDULE l3D
                    Under the Securities Exchange Act of 1934


                            FIRST COMMONWEALTH, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    319983102
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                                 (CUSIP Number)
                                                     with a copy to:
Stephen Feinberg                                     Robert G. Minion, Esq.
450 Park Avenue                                      Lowenstein Sandler PC
28th Floor                                           65 Livingston Avenue
New York, New York  10022                            Roseland, New Jersey  07068
(212) 421-2600                                       (973) 597-2424
- --------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Persons
                Authorized to Receive Notices and Communications)

                                 March 16, 1999
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Section  240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box. [ ]

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including all exhibits.  See Section 240.13d-7(b)  for
other parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).





Cusip No.   319983102                                                           
________________________________________________________________________________
1)   Names of  Reporting  Persons/I.R.S.  Identification  Nos. of Above  Persons
     (entities only):

                                Stephen Feinberg
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions):  

               (a) Not            
               (b) Applicable
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions): WC
________________________________________________________________________________
5) Check if Disclosure of Legal  Proceedings is Required  Pursuant to Items 2(d)
   or 2(e): 

                                 Not Applicable
________________________________________________________________________________
6) Citizenship or Place of Organization: United States
________________________________________________________________________________
     Number of                               7) Sole Voting Power:    251,300*
                                             -----------------------------------
     Shares Beneficially                     8) Shared Voting Power:          
     Owned by                                -----------------------------------
     Each Reporting                          9) Sole Dispositive Power:251,300*
                                             -----------------------------------
     Person With:                           10) Shared Dispositive Power:       
                                            ------------------------------------
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 251,300*
________________________________________________________________________________
12) Check if the  Aggregate  Amount in Row (11)  Excludes  Certain  Shares  (See
    Instructions): 

                                 Not Applicable
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 6.9%*
________________________________________________________________________________
14) Type of Reporting Person (See Instructions): IA
________________________________________________________________________________
*    83,700 shares (2.3%) of First Commonwealth,  Inc. common stock (the "Common
     Stock")  are  owned by  Cerberus  Partners,  L.P.,  a  limited  partnership
     organized under the laws of Delaware ("Cerberus"). 167,600 shares (4.6%) of
     the Common Stock are owned by Cerberus  International,  Ltd., a corporation
     organized under the laws of the Bahamas ("International"). Stephen Feinberg
     possesses sole voting and investment  control over all shares of the Common
     Stock  owned  by  Cerberus  and  International.  See  Item  5  for  further
     information.






Item 1.   Security and Issuer.

          This statement  relates to the common stock, par value $.001 per share
(the  "Common  Stock"),  of First  Commonwealth,  Inc.  (the  "Company"),  whose
principal  executive  offices are located at 444 North Wells Street,  Suite 600,
Chicago, Illinois 60610.

Item 2.   Identity and Background.

          The person filing this statement is Stephen  Feinberg,  whose business
address is 450 Park Avenue,  28th Floor,  New York, New York 10022. Mr. Feinberg
serves as (i) the managing member of Cerberus  Associates,  L.L.C.,  the general
partner of Cerberus Partners, L.P. ("Cerberus"), and (ii) the investment manager
for Cerberus International,  Ltd. ("International").  Cerberus and International
are engaged in the investment in personal  property of all kinds,  including but
not limited to capital stock, depository receipts,  investment companies, mutual
funds,  subscriptions,  warrants,  bonds, notes,  debentures,  options and other
securities of whatever kind and nature.

          Mr. Feinberg has never been convicted in any criminal proceeding,  nor
has he been a party to any  civil  proceeding  commenced  before a  judicial  or
administrative body of competent  jurisdiction as a result of which he was or is
now subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating  activities  subject to, federal or state securities
laws or finding  any  violation  with  respect to such laws.  Mr.  Feinberg is a
citizen of the United States.

Item 3.   Source and Amount of Funds or Other Consideration.

          All funds used to purchase  shares of the Common  Stock of the Company
on behalf  of  Cerberus  and  International  come  directly  from the  assets of
Cerberus and International,  respectively. The aggregate amount of funds used in
making the purchases reported on this Schedule 13D was approximately $3,078,425.





Item 4.   Purpose of  Transaction.  

          The acquisition of the shares of Common Stock referred to in Item 5 is
for investment  purposes on behalf of Cerberus and International,  respectively,
and Stephen Feinberg has no present plans or intentions which relate to or would
result in any of the transactions required to be described in Item 4 of Schedule
13D.

Item 5.   Interest in Securities of the Issuer.

          Based upon information set forth in the Company's  Quarterly Report on
Form 10-Q for the quarterly  period ended  September 30, 1998, as of October 31,
1998 there were issued and outstanding  3,646,525 shares of the Common Stock. As
of March 16, 1999,  Cerberus owned 83,700 shares of the Common Stock, or 2.3% of
the outstanding,  and International owned 167,600 shares of the Common Stock, or
4.6% of the  outstanding.  Stephen  Feinberg  possesses  sole  power to vote and
direct the  disposition  of all shares of Common  Stock of the Company  owned by
each of  Cerberus  and  International.  

          During the past sixty days, the only transactions in securities of the
Company by Mr. Feinberg or any person or entity  controlled by him or any person
or  entity  for  which  he  possesses  voting  or  investment  control  over the
securities  thereof,  were the March 16,  1999  purchases  of 83,700 and 167,600
shares of Common Stock by Cerberus and International,  respectively, in ordinary
brokerage transactions at a purchase price of $12.25 per share.

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect 
          to Securities of the Issuer.

          No contracts,  arrangements,  understandings or similar  relationships
exist with respect to the securities of the Company between Stephen Feinberg and
any person or entity.

Item 7.   Material to be Filed as Exhibits.

          Not applicable.





                                    Signature

          After  reasonable  inquiry  and  to  the  best  of  the  undersigned's
knowledge and belief,  the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.

                                            March 25, 1999


                                            /s/   Stephen    Feinberg
                                            _____________________________
                                            Stephen Feinberg,  in  his  capacity
                                            as the managing member of   Cerberus
                                            Associates,   L.L.C.,   the  general
                                            partner of Cerberus Partners,  L.P.,
                                            and as the  investment  manager  for
                                            Cerberus International, Ltd.



           ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
          CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).