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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended                                 Commission file number
    December 31, 1998                                             0-16759

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

        INDIANA                                                    35-1546989
(State of Incorporation)                                       (I.R.S. Employer 
                                                             Identification No.)


One First Financial Plaza                                               47807
     Terre Haute, IN
(Address of principal executive offices)                              (Zip Code)

                  Registrant's telephone number: (812) 238-6000


          Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------                    -----------------------------------------
Common Stock, no par value                                     Nasdaq

        Securities registered pursuant to Section 12(g) of the Act: None

     Indicated 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, and (2) has been subject to such filing
requirements for the past 90 days. Yes  X    No
                                       ---      ---

     Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of regulation 8-K is not contained herein, and will not be contained, to the
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to the
Form 10-K.   X
            ---

     As of January 31, 1999 the aggregate market value of the voting stock held
by nonaffiliates of the registrant based on the average bid and ask prices of
such stock was $247,314,761. (For purposes of this calculation, the Corporation
excluded the stock owned by certain beneficial owners and management and the
Corporation's ESOP.)

     Shares of Common Stock outstanding as of January 31, 1999--7,100,061
shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

   Portions of the 1998 Annual Report to Shareholders are incorporated by
reference. Portions of the Definitive Proxy Statement for the First Financial
Corporation Annual Meeting to be held April 21, 1999 are incorporated by
reference into Part III.


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                         FORM 10-K CROSS-REFERENCE INDEX



<TABLE>
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PART I
<S>             <C>                                                                                                     <C>
     Item 1     Business ............................................................................................    2

     Item 2     Properties ..........................................................................................    2

     Item 3     Legal Proceedings ...................................................................................    2

     Item 4     Submission of Matters to a Vote of Security Holders .................................................    2

PART II

     Item 5     Market for Registrant's Common Stock and Related Stockholder Matters ................................    3

     Item 6     Selected Financial Data .............................................................................    3

     Item 7     Management's Discussion and Analysis of Financial Conditions and Results of Operations ..............    3

     Item 8     Financial Statements and Supplementary Data .........................................................    3

     Item 9     Changes in and Disagreement with Accountants on Accounting and Financial Disclosures ................    3


PART III

     Item 10    Directors and Executive Officers of Registrant ......................................................    3

     Item 11    Executive Compensation ..............................................................................    3

     Item 12    Security Ownership of Certain Beneficial Owners and Management ......................................    3

     Item 13    Certain Relationships and Related Transactions ......................................................    3

PART IV

     Item 14    Exhibits, Financial Statement Schedules and Reports on Form 8-K .....................................    4

                Signatures ..........................................................................................    5

</TABLE>



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                                     PART I

ITEM 1.    BUSINESS

   First Financial Corporation became a multi-bank holding company in 1984. For
more information on the Bank's business, please refer to the following sections
of the 1998 Annual Report to Shareholders:

   1. Description of bank services, affiliations, number of employees, and
      competition, on page 29.
   2. Information regarding supervision of the Bank, on page 14.
   3. Details regarding competition, on page 29.

ITEM 2.    PROPERTIES

    First Financial Corporation (the Corporation) is located in a four-story
office building in downtown Terre Haute that was occupied in June 1988. It is
leased to Terre Haute First National Bank. This bank also owns two other
facilities in downtown Terre Haute. One is leased to another party and the other
is a 50,000-square-foot building housing operations and administrative staff and
equipment. In addition, the Bank holds in fee four other branch buildings. One
of the branch buildings is a single-story 44,000-square-foot building which is
located in a Terre Haute suburban area. Six other branch bank buildings are
leased by the Bank. The expiration dates on the leases are February 14, 2011,
May 31, 2011, December 31, 2003, June 30, 2002, September 1, 2001, and June 30,
1999.

   Facilities of the Corporation's subsidiary, First State Bank, include
branches in Clay City and Poland, Indiana and two branch facilities in Brazil,
Indiana including the main office. The buildings are held in fee by First State.

   Facilities of the Corporation's subsidiary, First Citizens State Bank of
Newport, include its main office in Newport, Indiana and three branch facilities
in Cayuga and Clinton, Indiana. All four buildings are held in fee by First
Citizens.

   Facilities of the Corporation's subsidiary, First Farmers State Bank, include
its main office in Sullivan, Indiana and five branch facilities in Carlisle,
Dugger, Farmersburg, Hymera, and Worthington, Indiana. All six buildings are
held in fee by First Farmers.

   The facility of the Corporation's subsidiary, First Ridge Farm State Bank,
includes an office facility in Ridge Farm, Illinois. The building is held in fee
by First Ridge Farm State.

   Facilities of the Corporation's subsidiary, First Parke State Bank, include
its main office in Rockville, Indiana and three branch facilities in Marshall,
Montezuma and Rosedale, Indiana. All four buildings are held in fee by First
Parke.

   The facility of the Corporation's subsidiary, First National Bank of
Marshall, is an office facility in Marshall, Illinois. The building is held in
fee by First National Bank of Marshall.

   Facilities of the Corporation's subsidiary, First Crawford State Bank,
include its main office in Robinson, Illinois and two branch facilities in
Oblong and Sumner, Illinois. All three buildings are held in fee by First
Crawford.

   The facility of the Corporation's subsidiary, The Morris Plan Company,
includes an office facility in Terre Haute, Indiana. The building is held in fee
by The Morris Plan Company.

ITEM 3.    LEGAL PROCEEDINGS

   There are no material pending legal proceedings which involve the Corporation
or its subsidiaries that are expected to materially affect the Corporation's
future financial statements.

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

   None


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                                     PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
            MATTERS

   See "Market and Dividend information" on page 40 of the 1998 Annual Report.

ITEM 6.     SELECTED FINANCIAL DATA

   See "Five Year Comparison of Selected Financial Data" on page 9 of the 1998
Annual Report to Shareholders.

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
            RESULTS OF OPERATION 

   See "Management's Discussion and Analysis" on pages 29 through 38 of the 1998
Annual Report to Shareholders.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   See "Consolidated Balance Sheets" on page 10, "Consolidated Statements of
Income" on page 11, "Consolidated Statements of Shareholders Equity" on page 12,
"Consolidated Statements of Cash Flows" on page 13, and "Notes to Consolidated
Financial Statement" on pages 14-27. "Responsibility for Financial Statements"
and "Report of Independent Accountants" can be found on page 28.
Statistical disclosure by Bank Holding Company include the following
information:

   1. "Volume/Rate Analysis," on page 30.
   2. "Loan Portfolio," on page 32.
   3. "Allowance for Possible Loan Losses," on page 33.
   4. "Under-Performing Loans," on page 34.
   5. "Deposits," on page 35.
   6. "Short-Term Borrowings," on page 35.
   7. "Consolidated Balance Sheet-Average Balances and Interest Rates," on page
      39.

ITEM 9.     CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE
   None

                                    PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

   See pages 2 through 4 of the Annual Proxy Statement of First Financial
Corporation.

ITEM 11.    EXECUTIVE COMPENSATION

   See pages 4 through 6 of the Annual Proxy Statement of First Financial
Corporation.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

   See pages 9 through 10 of the Annual Proxy Statement of First Financial
Corporation.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   See "Certain Relationships" on page 3, and "Transactions with Management" on
page 7 of the Annual Proxy Statement of First Financial Corporation.



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                                     PART IV

ITEM 14.    EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K

   (a) (1)  The following consolidated financial statements of the
            Registrant and its subsidiaries are included in the Annual Report of
            First Financial Corporation attached:

            Consolidated Balance Sheets--December 31, 1998 and 1997

            Consolidated Statements of Income--Years ended December 31, 1998,
            1997, and 1996

            Consolidated Statements of Shareholders' Equity--Years ended
            December 31, 1998, 1997 and 1996

            Consolidated Statements of Cash Flow--Years ended December 31, 1998,
            1997 and 1996

            Notes to Consolidated Financial Statements

        (2) Schedules to the Consolidated Financial Statements required by
            Article 9 of Regulation S-X are not required, inapplicable, or the
            required information has been disclosed elsewhere.

        (3) Listing of Exhibits:

                   Exhibit Number                               Description
                   --------------                               ------------
                       21                                       Subsidiaries

   (b)   Reports on Forms 8-K--None

   (c)   Exhibits--Exhibits to (a) (3) listed above are attached to this report.

   (d)   Financial Statements Schedules--No schedules are required to be
         submitted. See response to ITEM 14 (a) (2).


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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 Financial Corporation



                                          /s/ Michael A. Carty
                                          --------------------------------------
                                          Michael A. Carty, Treasurer
                                          (Principal Financial Officer
                                          and Principal Accounting Officer)

                                          Date: March 16, 1999


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