FIRST COMMONWEALTH CORP
10-Q/A, 1995-06-26
LIFE INSURANCE
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                    SECURITIES AND EXCHANGE COMMISSION 
                         Washington, D.C.  20549


                               FORM 10-Q/A
   
                  AMENDMENT TO SECTION 12, 13, OR 15 (d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended March 31, 1995            Commission File No. 0-5392


                              AMENDMENT NO. 1


                       FIRST COMMONWEALTH CORPORATION            
          (Exact Name of Registrant as specified in its Charter)


             Virginia                                         54-0832816     
  (State or other jurisdiction                            (I.R.S. Employer 
  incorporation or organization)                         Identification No.) 

  P.O. Box 5147, Springfield, Illinois                          62705        
 (Address of principal  executive offices)                    (Zip Code)


      Registrant's telephone number, including area code:  (217)786-4300


The undersigned registrant hereby amends the March 31, 1995 filing of Form
10-Q to include Financial Data Schedule, Exhibit 27.

Indicate by 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 file such reports), and (2) has been
subject to such filing requirements for the past 90 days.


                  YES     X                                 NO         


Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.

               Shares outstanding at April 30, 1995:    24,340,051

                      Class A common, par value $1 per share

                                      1


<PAGE>


                                  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 CORPORATION
                                 (Registrant)







Date   June 23, 1995                     By /s/ Thomas F. Morrow              

                                         Thomas F. Morrow
                                         Chief Operating Officer, Vice
                                          Chairman and Treasurer







Date   June 23, 1995                    By /s/ James E. Melville              

                                        James E. Melville
                                        Senior Executive Vice President
                                         and Chief Financial Officer

                                     
<PAGE>



                              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
the undersigned thereunto duly authorized.




                        FIRST COMMONWEALTH CORPORATION
                                 (Registrant)








Date   June 23, 1995                      By Thomas F. Morrow
                                 
                                          Thomas F. Morrow
                                          Chief Operating Officer, Vice
                                          Chairman and Treasurer







Date   June 23, 1995                      By  James E. Melville

                                          James E. Melville
                                          Senior Executive Vice President,
                                          Chief Financial Officer
                                           and Director


<TABLE> <S> <C>

<ARTICLE> 7
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1994
<PERIOD-END>                               MAR-03-1995             MAR-03-1994
<DEBT-HELD-FOR-SALE>                         3,202,598               3,337,672
<DEBT-CARRYING-VALUE>                      184,446,554             183,926,694
<DEBT-MARKET-VALUE>                                  0                       0
<EQUITIES>                                     916,421                 911,012
<MORTGAGE>                                  15,626,121              15,822,056
<REAL-ESTATE>                               17,208,006              17,332,948
<TOTAL-INVEST>                             237,898,819             238,019,014
<CASH>                                      13,240,347              11,214,850
<RECOVER-REINSURE>                          13,814,595              13,919,626
<DEFERRED-ACQUISITION>                      41,397,468              41,885,887
<TOTAL-ASSETS>                             333,365,593             331,967,266
<POLICY-LOSSES>                                      0                       0
<UNEARNED-PREMIUMS>                                  0                       0
<POLICY-OTHER>                             235,884,580             233,266,922
<POLICY-HOLDER-FUNDS>                       17,791,030              17,130,648
<NOTES-PAYABLE>                             20,627,740              21,529,189
<COMMON>                                    24,340,051              24,340,051
                                0                       0
                                          0                       0
<OTHER-SE>                                  19,127,995              18,966,186
<TOTAL-LIABILITY-AND-EQUITY>               333,365,593             331,967,266
                                   8,703,332               8,293,233
<INVESTMENT-INCOME>                          3,868,022               3,300,446
<INVESTMENT-GAINS>                              66,396                 364,732
<OTHER-INCOME>                                 756,076                 723,059
<BENEFITS>                                   8,227,705               7,383,334
<UNDERWRITING-AMORTIZATION>                  2,243,591               1,759,083
<UNDERWRITING-OTHER>                         3,493,230               2,662,991
<INCOME-PRETAX>                              (570,700)                 876,062
<INCOME-TAX>                                 (696,436)                  90,000
<INCOME-CONTINUING>                            124,352                 768,075
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                   124,352                 768,075
<EPS-PRIMARY>                                      .01                     .03
<EPS-DILUTED>                                      .01                     .03
<RESERVE-OPEN>                                       0                       0
<PROVISION-CURRENT>                                  0                       0
<PROVISION-PRIOR>                                    0                       0
<PAYMENTS-CURRENT>                                   0                       0
<PAYMENTS-PRIOR>                                     0                       0
<RESERVE-CLOSE>                                      0                       0
<CUMULATIVE-DEFICIENCY>                              0                       0
        

</TABLE>


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