EXHIBIT 99.3















                 PRELIMINARY COPY OF FORM OF PROXY FOR USE BY
                SHAREHOLDERS OF SOUTHWEST NATIONAL CORPORATION
                

 
                         SOUTHWEST NATIONAL CORPORATION
                            GREENSBURG, PENNSYLVANIA

         Proxy for Special Meeting of Shareholders - December [8], 1998
                                        

The undersigned hereby constitutes and appoints _______________ and
_______________, or either of them, as the attorney and proxies of the
undersigned, with full power of substitution in each, to vote all shares of the
common stock of Southwest National Corporation (the "Corporation") that the
undersigned is entitled to vote at a special meeting of shareholders of
Southwest National Corporation to be held Tuesday, December [8], 1998, at [10:00
A.M.] at the main office of the Corporation, 111 South Main Street, in
Greensburg, Pennsylvania, or any adjournment thereof, notice of such
adjournments being hereby waived, as follows:

     1.   __   FOR      To approve the Agreement and Plan of Merger between
          __   AGAINST  the Corporation and First Commonwealth Financial
          __   ABSTAIN  Corporation whereby the Corporation shall merge with
                        and into First Commonwealth Financial Corporation.

     2.  To vote according to their judgment on such other business as may
properly come before the meeting or any adjournments thereof.

                    (over)

Shares represented by duly executed and returned proxies will be voted in
accordance with the choices specified.

Each of the matters to be acted upon is proposed by, and this proxy is solicited
on behalf of, the Board of Directors of the Corporation.  This proxy confers
authority to vote FOR proposal 1 if no direction is given.  If any other
business is presented at the meeting, this proxy shall be voted in THE
DISCRETION OF THE PROXIES NAMED ABOVE.

IN WITNESS WHEREOF, the undersigned shareholder has duly executed the proxy on
October __, 1998.
                                  _______________________(L.S.)

                                  _______________________(L.S.)
                                  When signing as attorney, executor,
                                  administrator, trustee or guardian,
                                  please give full title.  If more than one
                                  trustee, all should sign.  All joint owners
                                  must sign.

            PLEASE DATE AND SIGN PROXY ABOVE AND RETURN IMMEDIATELY