EXHIBIT 20.1

                                    March 25, 1994



Dear Shareholder:

     It is my pleasure to enclose our 1993 Annual Report which
details First Commonwealth's 11th consecutive year of increased
earnings since the Corporation's inception in 1983.  Please take a
few moments to review this important document.  At First
Commonwealth, we honor tradition and we pioneer change.  It is this
philosophy which has led to our excellent earnings -- 13% better
than 1992; shareholder dividend growth - up every year First
Commonwealth has been in existence; and the exceptional growth in
the long term value of your investment. 

     Our Annual Shareholder Meeting and Luncheon will convene at
12:00 noon, Saturday, April 23, 1994 at Folger Dining Hall, Indiana
University of Pennsylvania.  I encourage you to join us for this
opportunity to learn firsthand of First Commonwealth's exciting
plans for continuing to build long term shareholder value.  A
number of important documents are enclosed in preparation for the
meeting.

     *     The Proxy Statement - detailing information pertinent
           to the Annual Meeting

     *     The Proxy Card - (located in the window of the
           envelope containing this letter.)  Note that this card
           should be returned directly to The Bank of New York,
           our Transfer Agent.  Please mark, sign, date and
           return this card regardless of whether or not you plan
           to attend the meeting in person.  If you wish to
           change your vote after the proxy card has been
           returned, you may do so at any time before the vote is
           taken at the meeting.

     *     Annual Meeting, Luncheon Card and Map - If you plan to
           attend the luncheon, please complete and return the
           luncheon card by April 13, 1994 so that we may
           properly prepare.  The luncheon card should be sent
           directly to First Commonwealth, not enclosed with the
           materials sent to The Bank of New York.

     Thank you for your continued confidence and support.  If you
have any questions about the enclosed material, please call our
toll free number 1-800-331-4107.

                                   Sincerely,