                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


(Mark One)

[X]     QUARTERLY REPORT UNDER SECTION 13 AND 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001
                               ------------------

                                       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 No. 0-5392

                         FIRST COMMONWEALTH CORPORATION
             (Exact name of registrant as specified in its charter)

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

                             5250 SOUTH SIXTH STREET
                                  P.O. BOX 5147
                              SPRINGFIELD, IL 62705
               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (217) 241-6300



     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  (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 [ ]


The number of shares outstanding of the registrant's  common stock as of October
31, 2001, were 54,385.





                 FIRST COMMONWEALTH CORPORATION AND SUBSIDIARIES
                                 (The "Company")



                                TABLE OF CONTENTS


Part 1.   Financial Information................................................3

  ITEM 1.  FINANCIAL STATEMENTS................................................3
    Consolidated Balance Sheets as of September 30, 2001 and December 31, 2000.3
    Consolidated Statements of Operations for the nine and three months ended
    September  30, 2001 and 2000. .............................................4
    Consolidated Statement of Changes in Shareholders' Equity for the nine
    months ended September  30, 2001...........................................5
    Consolidated Statements of Cash Flows for the nine months ended September
    30, 2001 and 2000..........................................................6
    Notes to Consolidated Financial Statements.................................7

  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS..............................................11

  ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........15

PART II.   OTHER INFORMATION..................................................16

  ITEM 1.  LEGAL PROCEEDINGS..................................................16
  ITEM 2.  CHANGE IN SECURITIES...............................................16
  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES....................................16
  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................16
  ITEM 5.  OTHER INFORMATION..................................................16
  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8K....................................16
  SIGNATURES..................................................................17

                          PART 1. FINANCIAL INFORMATION
                          Item 1. Financial Statements

                         FIRST COMMONWEALTH CORPORATION
                                AND SUBSIDIARIES

                          Consolidated Balance Sheets
------------------------------------------------------------------------------------------

                                                             September 30,  December 31,
   ASSETS                                                        2001           2000
                                                             -------------  --------------

Investments:
  Fixed maturities at amortized cost
    (market $83,896,454 and $122,623,563)                 $    80,400,649 $   121,922,963
  Investments held for sale:
  Fixed maturities, at market
    (cost $86,826,188 and $42,914,186)                         89,143,005      43,128,280
  Equity securities, at market
    (cost $4,250,823 and $5,410,207)                            4,425,260       5,126,271
  Mortgage loans on real estate at amortized cost              28,298,530      32,896,671
  Investment real estate, at cost,
   net of accumulated depreciation                              2,830,415       3,733,357
  Policy loans                                                 13,668,235      14,090,900
  Other long-term investments                                     200,000         200,000
  Short-term investments                                          625,000       1,654,567
                                                              -------------  --------------
                                                              219,591,094     222,753,009

Cash and cash equivalents                                      25,517,442      12,960,007
Investment in parent                                              350,000         350,000
Receivable from affiliate, net                                          0         291,934
Accrued investment income                                       2,563,675       3,461,199
Reinsurance receivables:
  Future policy benefits                                       34,293,414      35,083,244
  Policy claims and other benefits                              4,057,562       3,911,258
Cost of insurance acquired                                     14,517,776      15,370,289
Deferred policy acquisition costs                               6,806,563       7,853,496
Costs in excess of net assets purchased,
 net of accumulated amortization                                7,326,193       7,647,847
Income taxes receivable:
  Current                                                         162,438         195,068
  Deferred                                                              0       1,148,545
Property and equipment,
   net of accumulated depreciation                              2,297,057       2,567,619
Other assets                                                    1,389,225         648,002
                                                             -------------  --------------
     Total assets                                         $   318,872,439 $   314,241,517
                                                             =============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY

Policy liabilities and accruals:
  Future policy benefits                                  $   245,426,465 $   248,089,964
  Policy claims and benefits payable                            3,509,968       2,639,248
  Other policyholder funds                                      1,266,119       1,445,857
  Dividend and endowment accumulations                         13,064,879      13,416,427
Notes payable                                                  12,839,193      12,839,193
Payable to affiliate, net                                          89,439               0
Income taxes payable, deferred                                    946,286               0
Other liabilities                                               8,096,930       5,357,543
                                                             -------------  --------------
   Total liabilities                                          285,239,279     283,788,232
                                                             -------------  --------------
Minority interests in consolidated subsidiaries                 1,385,460       1,326,992
                                                             -------------  --------------

Shareholders' equity:
Common stock - $1 par value per share.
  Authorized 62,500 shares - 54,385 and 54,393 issued after
  deducting treasury shares of 1,100 and 1,092                     54,385          54,393
Additional paid-in capital                                     51,860,574      51,861,366
Accumulated deficit                                           (21,202,742)    (22,701,428)
Accumulated other comprehensive income                          1,535,483         (88,038)
                                                             -------------  --------------
   Total shareholders' equity                                  32,247,700      29,126,293
                                                              -------------  --------------
   Total liabilities and shareholders' equity             $   318,872,439 $   314,241,517
                                                              =============  ==============
                            See accompanying notes.

                         FIRST COMMONWEALTH CORPORATION
                                AND SUBSIDIARIES

                     Consolidated Statements of Operations
------------------------------------------------------------------------------------------------------------

                                                      Three Months Ended             Nine Months Ended
                                                  September 30,  September 30,   September 30,  September 30,
                                                      2001           2000           2001           2000
                                                  -------------  -------------   ------------   ------------
 Revenues:

  Premiums and policy fees                      $    5,006,069 $    5,594,757 $   15,839,391 $   17,794,387
  Reinsurance premiums and policy fees                (868,708)    (1,124,450)    (2,378,771)    (2,785,347)
  Net investment income                              3,557,158      3,867,571     11,409,724     12,031,638
  Realized investment gains and (losses), net           32,798        (20,096)        45,392        219,943
  Other income                                         193,544         31,983        237,996         94,276
                                                  -------------  -------------   ------------   ------------
                                                     7,920,861      8,349,765     25,153,732     27,354,897

Benefits and other expenses:

Benefits, claims and settlement expenses:
  Life                                               4,784,873      5,566,811     15,222,307     17,806,139
  Reinsurance benefits and claims                     (732,664)      (908,201)    (2,038,346)    (2,492,681)
  Annuity                                              362,899        300,267        930,153        908,193
  Dividends to policyholders                           236,133        247,697        781,983        767,446
Commissions and amortization of deferred
 policy acquisition costs                              311,480        347,588      1,412,835      1,882,270
Amortization of cost of insurance acquired             268,771        301,592        852,513        883,716
Operating expenses                                   1,499,503      2,026,587      4,428,718      6,327,076
Interest expense                                       248,133        299,887        784,625        946,306
                                                   -------------  -------------   ------------   ------------
                                                     6,979,128      8,182,228     22,374,788     27,028,465

Income before income taxes, minority interest
 and equity in earnings of investees                   941,733        167,537      2,778,944        326,432

Income tax expense                                    (637,613)      (199,358)    (1,231,076)      (182,578)
Minority interest in (income) loss of
 consolidated subsidiaries                             (23,425)        15,007        (49,182)        29,444

                                                  -------------  -------------   ------------   ------------
Net income (loss)                               $      280,695 $      (16,814)$    1,498,686 $      173,298
                                                  =============  =============   ============   ============

Basic earnings per share from continuing
 operations and net income                      $         5.16 $        (0.31)$        27.56 $         3.18
                                                  =============  =============   ============   ============

Diluted earnings per share from continuing
 operations and net income                      $         5.16 $        (0.31)$        27.56 $         3.18
                                                   =============  =============   ============   ============

Basic weighted average shares outstanding               54,385         54,469         54,386         54,511
                                                  =============  =============   ============   ============

Diluted weighted average shares outstanding             54,385         54,469         54,386         54,511
                                                  =============  =============   ============   ============
                            See accompanying notes.

                         FIRST COMMONWEALTH CORPORATION
                                AND SUBSIDIARIES
            Consolidated Statement of Changes in Shareholders' Equity
                  For the nine months ended September 30, 2001
------------------------------------------------------------------------------------------


Common stock
  Balance, beginning of year                      $         54,393
  Issued during year                                             0
  Purchase treasury shares                                      (8)
                                                    ---------------
  Balance, end of period                                    54,385
                                                    ---------------

Additional paid-in capital
  Balance, beginning of year                            51,861,366
  Issued during year                                             0
  Purchase treasury shares                                    (792)
                                                    ---------------
  Balance, end of period                                51,860,574
                                                    ---------------

Retained earnings (accumulated deficit)
  Balance, beginning of year                           (22,701,428)
  Net income                                             1,498,686     $      1,498,686
                                                    ---------------      ---------------
  Balance, end of period                               (21,202,742)
                                                    ---------------

Accumulated other comprehensive income
  Balance, beginning of year                               (88,038)
  Other comprehensive income
     Unrealized appreciation on securities,
         net of deferred taxes                           1,623,521            1,623,521
                                                     --------------      ---------------
  Comprehensive income                                                 $      3,122,207
                                                                         ===============
   Balance, end of period                                1,535,483
                                                    ---------------

Total shareholders' equity, end of period         $     32,247,700
                                                    ===============
                            See accompanying notes.

                         FIRST COMMONWEALTH CORPORATION
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------------

                                                                  Nine Months Ended
                                                             September 30, September 30,
                                                                 2001          2000
                                                              -----------   -----------
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
  Net income                                              $   1,498,686 $     173,298
  Adjustments to reconcile net income to net cash provided by
   (used in) operating activities:
  Amortization/accretion of fixed maturities                     87,998       127,536
  Realized investment (gains) losses, net                       (45,392)     (219,943)
  Policy acquisition costs deferred                            (129,000)     (253,000)
  Amortization of deferred policy acquisition costs           1,175,933     1,420,530
  Amortization of cost of insurance acquired                    852,513       883,716
  Amortization of costs in excess of net
   assets purchased                                             302,748       302,748
  Depreciation                                                  245,022       321,289
  Minority interest                                              49,182       (29,444)
  Change in accrued investment income                           897,524       267,179
  Change in reinsurance receivables                             643,526       976,377
  Change in policy liabilities and accruals                  (1,072,673)   (2,779,253)
  Charges for mortality and administration of
   universal life and annuity products                       (7,094,380)   (7,714,335)
  Interest credited to account balances                       4,368,033     4,648,099
  Change in income taxes payable                              1,275,804       182,578
  Change in indebtedness (to) from affiliates, net              381,373        30,403
  Change in other assets and liabilities, net                (2,158,686)      166,595
                                                             -----------   -----------
Net cash provided by (used in) operating activities           1,278,211    (1,495,627)

Cash flows from investing activities:
  Proceeds from investments sold and matured:
  Fixed maturities held for sale                             15,250,000     5,357,593
  Fixed maturities sold                                               0             0
  Fixed maturities matured                                   43,515,439    21,813,939
  Equity securities                                           2,240,967             0
  Mortgage loans                                             11,156,017     3,610,398
  Real estate                                                 1,247,606     2,433,706
  Policy loans                                                2,281,517     2,251,846
  Other long-term investments                                         0       906,278
  Short-term                                                  2,154,528       413,230
                                                             -----------   -----------
Total proceeds from investments sold and matured             77,846,074    36,786,990
  Cost of investments acquired:
  Fixed maturities held for sale                            (56,082,030)  (19,072,012)
  Fixed maturities                                           (1,124,925)            0
  Equity securities                                          (1,143,724)   (1,760,054)
  Mortgage loans                                             (6,654,908)  (16,712,422)
  Real estate                                                  (160,781)     (469,325)
  Policy loans                                               (1,858,852)   (2,111,781)
  Other long-term investments                                         0      (200,000)
  Short-term                                                 (1,124,961)     (381,309)
                                                              -----------   -----------
  Total cost of investments acquired                        (68,150,181)  (40,706,903)
  Purchase of property and equipment                            (78,888)      (77,094)
  Sale of property and equipment                                201,064             0
                                                             -----------   -----------
 Net cash provided by (used in) investing activities          9,818,069    (3,997,007)

Cash flows from financing activities:
Policyholder contract deposits                                8,751,698     9,783,488
Policyholder contract withdrawals                            (7,276,743)   (8,714,723)
Payments of principal on notes payable                                0    (2,025,000)
Purchase of treasury stock                                         (800)      (11,800)
Purchase of stock of subsidiaries                               (13,000)      (66,624)
                                                             -----------   -----------
 Net cash provided by (used in) financing activities          1,461,155    (1,034,659)
                                                             -----------   -----------

Net increase (decrease) in cash and cash equivalents         12,557,435    (6,527,293)
Cash and cash equivalents at beginning of period             12,960,007    19,767,463
                                                              -----------   -----------
Cash and cash equivalents at end of period                $  25,517,442 $  13,240,170
                                                             ===========   ===========
                            See accompanying notes.

                 FIRST COMMONWEALTH CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


1.    Basis of Presentation

The accompanying  consolidated  financial statements are unaudited and have been
prepared  by  First  Commonwealth   Corporation  ("FCC")  and  its  consolidated
subsidiaries ("Company") pursuant to the rules and regulations of the Securities
and Exchange Commission.  These consolidated financial statements should be read
in conjunction with the consolidated  financial statements and the notes thereto
presented in the Company's  Annual Report on Form 10-K filed with the Securities
and Exchange Commission for the year ended December 31, 2000.

The  information  furnished  reflects,  in  the  opinion  of  the  Company,  all
adjustments (which include only normal and recurring  accruals)  necessary for a
fair  presentation  of the  results of  operations  for the  periods  presented.
Operating  results  for  interim  periods  are  not  necessarily  indicative  of
operating  results  to be  expected  for  the  year or of the  Company's  future
financial condition.

At  September  30,  2001,  the  parent  and  significant  subsidiaries  of First
Commonwealth Corporation were as depicted on the following organizational chart.

2.    INVESTMENTS

As of September 30, 2001,  fixed  maturities and fixed  maturities held for sale
represented  77% of total  invested  assets.  As prescribed by the various state
insurance   department  statutes  and  regulations,   the  insurance  companies'
investment  portfolio is required to be invested in investment  grade securities
to provide ample  protection for  policyholders.  The Company does not invest in
so-called  "junk  bonds"  or  derivative  investments.  The  liabilities  of the
insurance  companies are  predominantly  long-term in nature and therefore,  the
companies invest primarily in long-term fixed maturity investments.  At the time
of acquisition,  the Company determines the classification of the fixed maturity
investment. Investments classified as held for sale are carried at market value.
Investments  classified as held to maturity are carried at amortized cost. As of
September 30, 2001, the carrying  value of fixed maturity  securities in default
as to principal or interest was immaterial in the context of consolidated assets
or shareholders' equity.


3.    Notes Payable

At September  30, 2001 and December 31,  2000,  the Company had  $12,839,193  in
long-term debt outstanding, respectively. The debt is comprised of the following
components:

                                        09/30/01     12/31/00
                                       -----------  -----------
Affiliated subordinated 20 yr. Notes    3,431,094    3,431,094
Other affiliated notes payable          9,408,099    9,408,099
                                       -----------  -----------
                                     $ 12,839,193 $ 12,839,193
                                       ===========  ===========


A.  Affiliated subordinated debt

The 20-year  notes are payable to the  Company's  ultimate  parent UTG, and bear
interest at the rate of 8 1/2% per annum payable semi-annually,  with a lump sum
principal payment due June 16, 2012.

Subsequent  to the  reporting  period  for  this  quarterly  filing,  UG paid an
ordinary  dividend of  $1,400,000  to FCC.  FCC then used the proceeds to make a
principal  reduction totaling $1,302,495 on its 20-year, 8 1/2% notes payable to
UTG.

B.  Other affiliated notes payable

All other affiliated notes payable of FCC are due to its parent, UTG.

In November 1997, FCC borrowed  $1,000,000 to facilitate the prepayment of a May
1998  principal  payment due on the senior debt.  The note bears interest at the
rate of 1% over the prime  rate of  interest  as  published  in the Wall  Street
Journal, with interest payments due quarterly and principal due upon maturity of
the note on November 8, 2006.

In November  1998,  FCC  borrowed  $2,608,099  to  facilitate  a  prepayment  of
principal on its former  subordinated  10-year debt.  The note bears interest at
the rate of 7.50%,  with interest  payments due quarterly and principal due upon
maturity of the note on December 31, 2005. In addition,  FCC borrowed $6,300,000
to facilitate  the  prepayment of principal on the senior debt.  This note bears
interest at the rate of 9/16% over the prime rate of interest  as  published  in
the Wall Street Journal,  with interest payments due quarterly and principal due
upon maturity of the note on December 31, 2006.

The collective  scheduled principal  reductions on these notes for the next five
years consist of a $2,608,099 principal reduction in 2005.

4.    DEFERRED COMPENSATION PLAN

At September  30, 2001 and  December  31, 2000,  the Company held a liability of
$47,533 and  $116,999  relating  to a deferred  compensation  plan that  existed
during 1993 and has been  discontinued.  The final  payments due under this plan
will be paid in May 2002.  Common stock  options  associated  with this plan all
expired on December 31, 2000, with no options being exercised.


5.    EARNINGS PER SHARE

Earnings per share are based on the  weighted  average  number of common  shares
outstanding during each year, retroactively adjusted to give effect to all stock
splits, in accordance with Statement of Financial  Accounting Standards No. 128.
The computation of diluted  earnings per share is the same as basic earnings per
share since the Company has no dilutive instruments outstanding.

6.    Commitments and Contingencies

The insurance  industry has  experienced  a number of civil jury verdicts  which
have been  returned  against life and health  insurers in the  jurisdictions  in
which the Company does business involving the insurers' sales practices, alleged
agent misconduct,  failure to properly supervise agents, and other matters. Some
of the lawsuits have resulted in the award of substantial  judgments against the
insurer,  including material amounts of punitive damages. In some states, juries
have substantial discretion in awarding punitive damages in these circumstances.
Management  cannot  predict the effect these lawsuits may have on the Company in
the future.

Under the insurance guaranty fund laws in most states, insurance companies doing
business in a  participating  state can be assessed up to prescribed  limits for
policyholder  losses  incurred  by  insolvent  or  failed  insurance  companies.
Although the Company cannot predict the amount of any future  assessments,  most
insurance guaranty fund laws currently provide that an assessment may be excused
or deferred if it would  threaten an  insurer's  financial  strength.  Mandatory
assessments may be partially recovered through a reduction in future premium tax
in some states. The Company does not believe such assessments will be materially
different from amounts already provided for in the financial statements.

The  State of  Florida  began an  investigation  of  industrial  life  insurance
policies in the fall of 1999 regarding policies with race-based  premiums.  This
investigation  has  quickly  spread to other  states and to other types of small
face amount  policies  and was expanded to consider the fairness of premiums for
all small policies  including  policies which did not have race-based  premiums.
The NAIC  historically  has defined a "small  face amount  policy" as one with a
face  amount of  $15,000  or less.  Under  current  reviews,  some  states  have
increased  this  amount  to  policies  of  $25,000  or less.  These  states  are
attempting  to force  insurers  to  refund  "excess  premiums"  to  insureds  or
beneficiaries of insureds based on the recent American General settlement.  This
issue has become  very  complex  and may become a political  "hot  potato".  The
Company's  insurance  subsidiaries have no race-based  premium products,  but do
have  policies with face amounts under the  above-scrutinized  limitations.  The
outcome of this issue could be dramatic on the insurance  industry as a whole as
well as the Company  itself.  The Company will continue to monitor  developments
regarding  this matter to determine  to what extent,  if any, the Company may be
exposed.

David A. Morlan,  individually and on behalf of all others similarly situated v.
Universal  Guaranty  Life Ins.,  United Trust  Assurance  Co.,  United  Security
Assurance  Co.,  United Trust Group,  Inc. and First  Commonwealth  Corporation,
(U.S. Court of Appeals for the Seventh Circuit, Appeal No. 01-3795)

On April 26, 1999,  the above  lawsuit was filed by David Morlan and Louis Black
in the Southern District of Illinois against  Universal  Guaranty Life Insurance
Company ("UG") and United Trust Assurance  Company  ("UTAC")  (merged into UG in
1992).  After the lawsuit was filed,  the plaintiffs,  who were former insurance
salesmen, amended their complaint, dropped Louis Black as a plaintiff, and added
United  Security  Assurance  Company  ("USAC"),  UTG and FCC as defendants.  The
plaintiffs are alleging that they were employees of UG, UTAC or USAC rather than
independent contractors. The plaintiffs are seeking class action status and have
asked to recover various employee  benefits,  costs and attorneys' fees, as well
as monetary damages based on the defendants' alleged failure to withhold certain
taxes.

On  September  18, 2001,  in response to these  briefs,  the case was  dismissed
without  predjudice  because Morlan lacked standing to pursue the claims against
defendants. The plaintiffs have appealed the dismissal of the case to the United
States Court of Appeals for the Seventh Circuit.

The Company continues to believe that it has meritorious  grounds to defend this
lawsuit,  and it intends to defend the case  vigorously.  It  believes  that the
defense  and  ultimate  resolution  of the  lawsuit  should  not have a material
adverse effect upon the business,  results of operations or financial  condition
of the Company. Nevertheless, if the lawsuit were to be successful, it is likely
that such  resolution  would have a  material  adverse  effect on the  Company's
business, results of operations and financial condition.

During the fourth  quarter of 2000,  the  Company  established  a  liability  of
$500,000  to cover  estimated  legal costs  associated  with the defense of this
matter. At September 30, 2001 a $245,860  liability remained for defense of this
matter.

The Company and its  subsidiaries  are named as  defendants in a number of legal
actions arising as a part of the ordinary course of business relating  primarily
to claims made under insurance  policies.  Those actions have been considered in
establishing  the Company's  liabilities.  Management is of the opinion that the
settlement  of those  actions  will not have a  material  adverse  effect on the
Company's financial position or results of operations.

7.    Other Cash Flow Disclosure

On a cash basis,  the Company paid  $719,178  and  $893,551 in interest  expense
during the first nine months of 2001 and 2000, respectively. The Company paid $0
in  federal  income  tax  during  the  first  nine  months  of  2001  and  2000,
respectively.  At September  30, 2001,  the Company had acquired  $4,097,126  in
fixed maturity investments for which the cash had not yet been paid. The payable
for these  securities  is  included  in the line item other  liabilities  on the
balance sheet.


8.    CONCENTRATION OF CREDIT RISK

The Company maintains cash balances in financial  institutions that at times may
exceed federally  insured limits.  The Company  maintains its primary  operating
cash accounts with First Southern National Bank ("FSNB"),  a subsidiary of First
Southern Bancorp,  Inc. ("FSB"),  the largest shareholder of UTG. These accounts
hold  approximately  $5,000,000  for which  there are no pledges  or  guarantees
outside FDIC insurance  limits.  The Company has not  experienced  any losses in
such accounts and believes it is not exposed to any  significant  credit risk on
cash and cash equivalents.  Mr. Jess Correll is the controlling  shareholder,  a
director and officer of each of FSB, FSNB and UTG.


9.      PROPOSED MERGER

On June 5, 2001,  United Trust Group, Inc. (NASDAQ Small Cap Market symbol UTGI)
and FCC  jointly  announced  their  respective  Boards of  Directors  approved a
definitive  agreement  whereby UTG would  acquire the  remaining  common  shares
(approximately  18%) of FCC which UTG does not currently own. Under the terms of
the agreement,  FCC will be merged with and into UTG, with UTG continuing as the
surviving entity in the merger.

Pursuant  to the merger  agreement,  UTG will pay $250 in cash for each share of
FCC common stock not held by United Trust Group.  The  transaction is subject to
various  conditions  precedent set forth in the merger agreement,  including the
approval of the transaction by the  shareholders of FCC. FCC plans to submit the
transaction to the vote of the FCC  shareholders to be held at a special meeting
to be called for that purpose.  Shareholders  of FCC are urged to read the Proxy
Statement when it becomes available.

10.     REVERSE STOCK SPLIT

On June 5, 2001, the board of directors of Appalachian Life Insurance Company, a
West  Virginia  corporation  and  then 88%  owned  indirect  subsidiary  of FCC,
approved,  subject to  shareholder  and any  required  regulatory  approvals,  a
reverse split of the common stock of Appalachian Life Insurance  Company.  Under
the terms of the reverse  stock  split,  any  shareholder  of  Appalachian  Life
Insurance  Company who owns less than 118,700 shares prior to the effective time
of the reverse  split would  receive a cash  payment  based upon $6.50 per share
(pre-reverse stock split) of Appalachian Life Insurance Company, and Appalachian
Life  Insurance  Company  would  become a wholly owned  subsidiary  of Universal
Guaranty Life Insurance Company, a wholly owned subsidiary of FCC.

Subsequent to the reporting period for this quarterly filing,  the reverse stock
split and the amendment to the Articles of  Incorporation  of  Appalachian  Life
Insurance  Company  to  effect  the same was  approved  by the  shareholders  of
Appalachian Life Insurance Company,  and the required  regulatory  approvals and
clearances  were  received.  The reverse stock split was effected on October 26,
2001. At that time,  Appalachian  Life  Insurance  Company became a wholly owned
subsidiary  of  Universal  Guaranty  Life  Insurance  Company,  a  wholly  owned
subsidiary of FCC.



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze the Company's consolidated
results of operations,  financial condition and liquidity and capital resources.
This analysis  should be read in  conjunction  with the  consolidated  financial
statements and related notes that appear  elsewhere in this report.  The Company
reports  financial results on a consolidated  basis. The consolidated  financial
statements  include the accounts of FCC and its  subsidiaries  at September  30,
2001.


Cautionary Statement Regarding Forward-Looking Statements

Any  forward-looking  statement contained herein or in any other oral or written
statement  by the Company or any of its  officers,  directors  or  employees  is
qualified by the fact that actual  results of the Company may differ  materially
from any such  statement due to the  following  important  factors,  among other
risks and uncertainties inherent in the Company's business:

1.   Prevailing  interest  rate  levels,  which may  affect  the  ability of the
     Company to sell its products, the market value of the Company's investments
     and the lapse  ratio of the  Company's  policies,  notwithstanding  product
     design features intended to enhance persistency of the Company's products.

2.   Changes in the federal income tax laws and regulations which may affect the
     relative tax advantages of the Company's products.

3.   Changes  in the  regulation  of  financial  services  and  other  insurance
     regulatory   initiatives  and   developments,   including  bank  sales  and
     underwriting  of  insurance  products,  which may  affect  the  competitive
     environment for the Company's products.

4.   Other factors affecting the performance of the Company,  including, but not
     limited to, market conduct  claims,  insurance  industry  insolvencies,  an
     unfavorable  outcome  of  pending  litigation,  stock  market  performance,
     investment  performance,  and any  uncertainty  of the  impact of events of
     September 11, 2001 and related events thereafter.


Results of Operations


(a) Revenues

Premiums and policy fee revenues,  net of reinsurance  premiums and policy fees,
decreased 10% when comparing the first nine months of 2001 to 2000 and decreased
7% for the third quarter  comparison.  The Company  currently  writes little new
traditional  business,  consequently,  traditional premiums will decrease as the
amount  of  traditional  business  in-force  decreases.  Collected  premiums  on
universal life and interest  sensitive products is not reflected in premiums and
policy  revenues  because  Generally  Accepted  Accounting  Principles  ("GAAP")
requires  that  premiums  collected  on these  types of  products  be treated as
deposit liabilities rather than revenue.  Unless the Company acquires a block of
in-force  business  or  marketing  changes  its focus to  traditional  business,
premium revenue will continue to decline.

Net investment  income decreased 5% when comparing the first nine months of 2001
to 2000 and  decreased 8% for the third  quarter  comparison.  During 2000,  the
Company received $632,000  investment  earnings from a joint venture real estate
development  project  that was  completed  in the  first  quarter  of  2000.  In
addition,  the prime rate was 3.50% lower at  September  30, 2001 than it was at
September 30, 2000. This resulted in lower earnings on short-term  funds as well
as  on  longer-term  investments  acquired.   Investment  income  declines  were
partially  offset by an  increase  in  mortgage  loan  activity.  Mortgage  loan
interest was $2,227,000 for the first nine months of 2001 compared to $1,095,000
in the same period of 2000.  Yields on these loans were  approximately 2% higher
than on fixed maturities the Company would otherwise have acquired.

The Company's  investments are generally  managed to match related insurance and
policyholder liabilities.  The comparison of investment return with insurance or
investment  product crediting rates establishes an interest spread.  The Company
monitors investment yields, and when necessary (and if permitted under the terms
of the  insurance  product or policy)  adjusts  credited  interest  rates on its
insurance products to preserve targeted interest spreads, ranging from 1% to 2%.
It is expected  that  monitoring  of the  interest  spreads by  management  will
provide the necessary  margin to adequately  provide for associated costs on the
insurance  policies  the  Company  currently  has in force and will write in the
future.  At the  March  2001  Board of  Directors  meeting,  the  Boards  of the
insurance  subsidiaries of UTG and FCC lowered  crediting rates one-half percent
on all  rate-adjustable  products  that  could  be  lowered.  With  this  latest
reduction  the vast  majority  of the  Company's  rate-adjustable  products  are
lowered to their guaranteed  minimum rates,  and as such,  cannot be lowered any
further.  These  adjustments were in response to continued  declines in interest
rates in the  marketplace.  The decrease is expected to result in  approximately
$500,000 in interest crediting savings annually, when fully implemented.  Policy
interest  crediting rate changes become effective on an individual  policy basis
on the next  policy  anniversary.  Therefore,  it will take a full year from the
time the change is determined for the full impact of such change to be realized.


(b) Expenses

Benefits, claims and settlement expenses net of reinsurance benefits and claims,
decreased  14% in 2001  compared to 2000 for the first nine months and decreased
13% for the third quarter  comparison.  Death benefit claims were  approximately
$1,435,000  less than the prior nine month period.  Policy claims vary from year
to year and therefore,  fluctuations in mortality are to be expected and are not
considered  unusual by management.  The reserve decreases on interest  sensitive
business in force is due to the interest  crediting  rates and decrease in death
benefit claims. Reserves continue to increase on in-force policies as the age of
the insureds increases.

Operating  expenses  decreased  30% in 2001  compared to 2000 for the first nine
month period and decreased 26% for the third  quarter  comparison.  At the March
27,  2000 Board of  Directors  meeting,  UTG,  FCC and each of their  affiliates
accepted  the  resignation  of Larry  E.  Ryherd  as  Chairman  of the  Board of
Directors and Chief Executive Officer of those respective companies.  Mr. Ryherd
had 28 months remaining on an employment contract with the Company at the end of
March 2000. As such, a charge of $933,333 was incurred in first quarter 2000 for
the remainder of this contract.  Additionally,  the Company accrued  $125,000 in
expenses  in the  first  quarter  2000  related  to  severance  costs  from  the
termination  of three  employees.  Exclusive  of the above  accruals,  operating
expenses declined 16% from the prior year nine months primarily as the result of
lower salary and related employee costs.

Interest expense decreased 17% in the first nine months of 2001 compared to 2000
and for the third quarter results. During 2000, the Company repaid $2,025,000 of
its debt.  Included in this  amount were  principal  payments of  $2,000,000  on
affiliated  notes with UTG and a payment  of  $25,000  to retire  the  remaining
principal  on its  nonaffiliated  senior  debt.  Declines in the prime rate have
resulted in interest savings on FCC's variable rate notes.

(c) Net income

The  Company  had net income of  $1,498,686  for the first  nine  months of 2001
compared  to a net income of  $173,298  in 2000 and net income of  $280,695  for
third  quarter 2001  compared to a net loss of $(16,814) for third quarter 2000.
The  increase in net income is primarily  attributable  to the decrease in death
benefit  claims in  addition  to the  decrease in  operating  expenses  from the
previous year. Of the remaining debt,  $6,800,000,  carries a variable  interest
rate tied to prime. The national prime rate has declined 3.50% during 2001.


Financial Condition

The  financial  condition of the Company has improved  since  December 31, 2000.
Total shareholders'  equity increased  approximately  $3,121,000 as of September
30, 2001 compared to December 31, 2000.

Investments represent approximately 69% and 71% of total assets at September 30,
2001 and December  31,  2000,  respectively.  Accordingly,  investments  are the
largest asset group of the Company.  The Company's  insurance  subsidiaries  are
regulated by insurance  statutes and  regulations  as to the type of investments
that they are permitted to make and the amount of funds that may be used for any
one type of  investment.  In light of these  statutes and  regulations,  and the
Company's  business and  investment  strategy,  the Company  generally  seeks to
invest in high quality low risk investments.

In 1999, the Company began investing more of its funds in mortgage  loans.  This
is the result of increased mortgage investment  opportunities  available through
First  Southern  National  Bank  ("FSNB"),  an affiliate of Jesse  Correll.  Mr.
Correll and his affiliates control a majority of the outstanding common stock of
UTG, and Mr.  Correll is the Chairman and CEO of, as well as a director of, UTG,
FCC and  their  three  insurance  company  subsidiaries.  FSNB has been  able to
provide the Company with additional  opportunities  to participate in commercial
and residential  mortgage loans,  which provide more attractive  yields than the
traditional  bond  market.   During  2001,  the  Company  issued   approximately
$4,535,000 in new mortgage loans.  These new loans were originated  through FSNB
and funded by the  Company  through  participation  agreements  with FSNB.  FSNB
services the loans covered by these participation  agreements.  The Company pays
FSNB a .25% servicing fee on these loans and a one-time fee at loan  origination
of .50% of the original loan amount to cover costs  incurred by FSNB relating to
the  processing and  establishment  of the loan. The loans issued in 2001 had an
average yield of  approximately  7.49%.  The Company  anticipates  continuing to
primarily  invest in mortgage  loans and  government  agency bonds for the short
period.  All mortgage  loans held by the Company are first position  loans.  The
Company has no loans that are in default and in the  process of  foreclosure  at
September 30, 2001.

The liabilities are predominantly long-term in nature and therefore, the Company
invests  in  long-term  fixed  maturity  investments  that are  reported  in the
financial  statements at their  amortized  cost. The Company has the ability and
intent to hold these investments to maturity; consequently, the Company does not
expect to realize any significant loss from these investments.  The Company does
not own any derivative  investments  or "junk bonds".  As of September 30, 2001,
the carrying  value of fixed  maturity  securities in default as to principal or
interest was immaterial in the context of consolidated  assets or  shareholders'
equity. The Company has identified securities it may sell and classified them as
"investments  held for sale".  Investments  held for sale are carried at market,
with  changes in market  value  charged  directly to  shareholders'  equity.  To
provide  additional  flexibility and liquidity,  the Company has categorized all
fixed  maturity  investments  acquired in 2000 and 2001 as  available  for sale.
Securities  originally classified as available for sale have since matured, thus
reducing the amount of securities carried in this category. It was determined it
would  be in the  Company's  best  financial  interest  to  classify  these  new
purchases as available for sale to provide additional liquidity.

Liquidity and Capital Resources

The  Company  has  three  principal  needs for cash - the  insurance  companies'
contractual obligations to policyholders,  the payment of operating expenses and
the servicing of its long-term debt.  Cash and cash  equivalents as a percentage
of total assets were 8% and 4% as of September 30, 2001,  and December 31, 2000,
respectively. Fixed maturities as a percentage of total invested assets were 77%
and 74% as of September 30, 2001 and December 31, 2000, respectively.

Future policy  benefits are  primarily  long-term in nature and  therefore,  the
Company's  investments are predominantly in long-term fixed maturity investments
such as bonds and mortgage loans which provide  sufficient return to cover these
obligations. The Company has the ability and intent to hold these investments to
maturity;  consequently,  the Company's investment in long-term fixed maturities
is reported in the financial  statements at their  amortized cost.  However,  to
provide  additional  flexibility and liquidity,  the Company has categorized all
fixed maturity investments acquired in 2000 and 2001 as available for sale.

Many of the Company's  products  contain  surrender  charges and other  features
which  reward  persistency  and  penalize the early  withdrawal  of funds.  With
respect to such products,  surrender  charges are generally  sufficient to cover
the Company's  unamortized deferred policy acquisition costs with respect to the
policy being surrendered.

Cash  provided by (used in) operating  activities  for the first nine months was
$1,278,211  and  $(1,495,627)  in 2001  and  2000,  respectively.  The net  cash
provided  by (used  in)  operating  activities  plus net  policyholder  contract
deposits after the payment of  policyholder  withdrawals  equaled  $2,753,166 in
2001 and $(426,862) in 2000.  Management utilizes this measurement of cash flows
as an indicator of the performance of the Company's insurance operations,  since
reporting  regulations  require cash inflows and outflows  from  universal  life
insurance  products to be shown as financing  activities  when reporting on cash
flows.

Cash  provided by (used in) investing  activities  for the first nine months was
$9,818,069  and  $(3,997,007),   for  2001  and  2000,  respectively.  The  most
significant  aspect of cash used in investing  activities are the fixed maturity
transactions.  Fixed  maturities  account  for 84% and 47% of the total  cost of
investments  acquired  in 2001  and  2000,  respectively.  The  Company  has not
directed  its  investable   funds  to  so-called   "junk  bonds"  or  derivative
investments.

Net cash  provided by (used in) financing  activities  for the first nine months
was $1,461,155 and  $(1,034,659) for 2001 and 2000,  respectively.  Policyholder
contract deposits decreased 11% in 2001 compared to 2000.  Policyholder contract
withdrawals decreased 17% in 2001 compared to 2000.

FCC is a holding company.  Funds required to meet its debt service  requirements
and other expenses are primarily provided by its subsidiaries.  On a parent only
basis, FCC's cash flow is dependent on revenues from management and cost sharing
arrangements  with its subsidiaries and affiliates and its earnings  received on
invested assets and cash balances.  At September 30, 2001,  substantially all of
the consolidated  shareholders equity represents net assets of its subsidiaries.
Cash  requirements of FCC primarily  relate to servicing its long-term debt. The
Company's insurance  subsidiaries have maintained adequate statutory capital and
surplus and have not used surplus  relief or financial  reinsurance,  which have
come under  scrutiny by many state  insurance  departments.  The payment of cash
dividends to shareholders is not legally restricted.  However, insurance company
dividend  payments are  regulated by the state  insurance  department  where the
insurance company is domiciled.

Ohio  domiciled   insurance  companies  such  as  UG  require  five  days  prior
notification  to the  insurance  commissioner  for the  payment  of an  ordinary
dividend.  Ordinary  dividends  are  defined  as the  greater  of: a) prior year
statutory  earnings or b) 10% of  statutory  capital and  surplus.  For the year
ended December 31, 2000, UG had a statutory gain from operations of $75,150.  At
December 31, 2000, UG's statutory  capital and surplus  amounted to $14,288,015.
Extraordinary  dividends  (amounts in excess of ordinary  dividend  limitations)
require prior approval of the insurance commissioner and are not restricted to a
specific calculation.

Management   believes  the  overall  sources  of  liquidity  available  will  be
sufficient to satisfy its financial obligations.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk relates,  broadly, to changes in the value of financial  instruments
that arise from adverse  movements in interest rates,  equity prices and foreign
exchange rates. The Company is exposed  principally to changes in interest rates
which affect the market  prices of its fixed  maturities  available for sale and
its variable rate debt outstanding.  The Company's exposure to equity prices and
foreign currency  exchange rates is immaterial.  The information is presented in
U.S. Dollars, the Company's reporting currency.

Interest rate risk

The Company could  experience  economic  losses if it were required to liquidate
fixed  income  securities  available  for sale during  periods of rising  and/or
volatile  interest  rates.  The Company  attempts to  mitigate  its  exposure to
adverse  interest rate  movements  through a staggering of the maturities of its
fixed maturity  investments  and through  maintaining  cash and other short term
investments  to  assure  sufficient  liquidity  to meet its  obligations  and to
address reinvestment risk considerations.

Tabular presentation

The following table provides information about the Company's long term debt that
is sensitive to changes in interest  rates.  The table  presents  principal cash
flows and related weighted  average interest rates by; expected  maturity dates.
The Company  has no  derivative  financial  instruments  or  interest  rate swap
contracts.


-----------------------------------------------------------------------------------------------
                                      September 30, 2001
-----------------------------------------------------------------------------------------------
                                    Expected maturity date
-----------------------------------------------------------------------------------------------
                  2001     2002     2003     2004     2005     Thereafter   Total    Fair value
---------------- -------- -------- -------- ------- ---------- ----------- --------- ----------
Long term debt
---------------- -------- -------- -------- ------- ---------- ----------- --------- ----------
  Fixed rate           0        0        0       0  2,608,099   3,431,094  6,039,193 6,505,731
---------------- -------- -------- -------- ------- ---------- ----------- --------- ----------
  Avg. int. rate       0        0        0       0      7.50%       8.50%     8.07%
---------------- -------- -------- -------- ------- ---------- ----------- --------- ----------
  Variable rate        0        0        0       0          0   6,800,000  6,800,000 6,800,000
---------------- -------- -------- -------- ------- ---------- ----------- --------- ----------
  Avg. int. rate       0        0        0       0          0       6.59%     6.59%
---------------- -------- -------- -------- ------- ---------- ----------- --------- ----------





                          PART II. OTHER INFORMATION.

ITEM 1.  LEGAL PROCEEDINGS.

See Note 6 to the Financial  Statements included in Part I of this filing for an
update of the David A.  Morlan  legal  matter  reported  on  previous  quarterly
filings.


ITEM 2.  CHANGE IN SECURITIES.

NONE


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

NONE


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

NONE


ITEM 5.  OTHER INFORMATION.

NONE


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

NONE

(b)     Reports on form 8K

NONE



                                   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:   November 5, 2001                           By /s/ Randall L. Attkisson
------------------------                              ----------------------------------
                                                      Randall L. Attkisson
                                                      President, Chief Operating Officer
                                                         and Director








Date:   November 5, 2001                           By /s/ Theodore C. Miller
------------------------                              ----------------------------------
                                                      Theodore C. Miller
                                                      Senior Vice President
                                                         and Chief Financial Officer










                                   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:    November 5, 2001                          by
------------------------                              ----------------------------------
                                                      Randall L. Attkisson
                                                      President, Chief Operating Officer
                                                         and Director






Date:    November 5, 2001                          by
------------------------                              ----------------------------------
                                                      Theodore C. Miller
                                                      Senior Vice President and
                                                         Chief Financial Officer

FIRST COMMONWEALTH CORP 10-Q