U.S. SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              FORM 10-QSB

              QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended  June 30, 1999        Commission file number  0-5559

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


   Texas                                          74-1502313
(State or other jurisdiction of        (I.R.S. Employer Identification
 incorporation or organization)         No.)


 800 Washington Avenue, Waco, Texas                      76701
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code  (254) 757-2424

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  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   _____  .

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

   Common Stock, No Par Value                       173,528
           (Class)                      (Outstanding at August 15, 1999)


<PAGE>

                              FORM 10-QSB

                      FIRST FINANCIAL CORPORATION
                             JUNE 30, 1999



                                 INDEX


Part I Financial Information                                 Page No.

     Item 1.   Financial Statements

               Consolidated Balance Sheet as of                 1
               June 30, 1999

               Consolidated Statements of Income                2
               for the Three-Months and Six-Months
               ended June 30, 1999 and 1998

               Consolidated Statements of Cash
               Flow for the Six-Months
               ended June 30, 1999 and 1998                     3

               Notes to Consolidated Financial
               Statements                                     4 - 5

     Item 2.   Management's Discussion and Analysis
               of Results of Operations and Financial         5 - 9
               Condition


Part II Other Information

     Item 1.   Legal Proceedings                                9

     Item 4.   Submission of Matters to a Vote
               Of Security Holders                            9 - 10

     Item 6.   Exhibits and Reports on Form
               8-K                                             10


<PAGE>



                                  First Financial Corporation
                                  Consolidated Balance Sheet
                                       June 30, 1999
                                       (Unaudited)


                    Assets
                    ------
Cash and cash equivalents                                       $   1,178,723
Restricted cash                                                       627,266
Accounts receivable                                                 1,667,149
Marketable investment securities                                      326,054
Real estate held for investment,at cost                               444,000
Mortgage loans                                                      1,094,893
Investment in and advances to
  affiliated companies                                                405,332
Property and equipment                                              1,075,225
Other assets                                                        1,140,985
                                                                -------------
              Total Assets                                      $   7,959,627
                                                                =============
   Liabilities and Stockholders' Equity
  --------------------------------------
Notes payable                                                               -
Estimated reserve for losses under servicing
  agreements                                                          391,262
Other liabilities                                                   1,607,890
                                                                -------------
              Total Liabilities                                     1,999,152
                                                                -------------
Minority interest                                                   1,932,187
                                                                -------------
Stockholders' equity:
  Common stock - no par value; authorized
    500,000 shares;issued 183,750 shares,
    of which 10,222 shares are held in
    treasury shares                                                     1,000
  Additonal paid-in capital                                           518,702
  Retained earnings                                                 3,543,895
                                                                -------------
                                                                    4,063,597
  Less:Treasury stock - at cost                                       (35,309)
       Net unrealized loss on marketable
        investment securities                                               -
                                                                -------------
              Total Stockholders' Equity                            4,028,288
                                                                -------------
              Total Liabilities and Stockholders' Equity        $   7,959,627
                                                                =============

See accompanying notes to consolidated financial statements.


                                1


<PAGE>

<TABLE>


                              First Financial Corporation
                          Consolidated Statements of Income
                 Three months and Six months ended June 30,1999 and 1998
                                    (Unaudited)

<CAPTION>

                                                              Three months ended                         Six months ended
                                                                   June 30,                                June 30,
                                                       --------------------------------        --------------------------------
                                                            1999                1998                1999                1998
                                                         ----------          ----------          ----------          ----------
<S>                                                   <C>                 <C>                 <C>                 <C>
Revenues:
  Loan administration                                 $   1,578,055       $   1,745,213       $   2,891,166       $   3,338,808
  Interest income                                           286,908             381,937             638,209             776,631
  Other income                                              359,648             170,734             537,235             275,909
                                                      --------------      --------------      --------------      --------------
     Total Revenues                                       2,224,611           2,297,884           4,066,610           4,391,348
                                                      --------------      --------------      --------------      --------------
Expenses:
  Salaries and related expenses                           1,144,753           1,157,038           2,181,563           2,245,171
  Interest expense                                          203,113             304,455             457,198             616,658
  Provision for losses under servicing
      agreements                                            (44,000)            (57,000)           (139,000)           (165,000)
  Other operating expenses                                  789,896             697,560           1,460,870           1,393,292
                                                      --------------      --------------      --------------      --------------
     Total Expenses                                       2,093,762           2,102,053           3,960,631           4,090,121
                                                      --------------      --------------      --------------      --------------
     Income before income taxes,
      minority interest, equity in earnings
      (loss) of affiliates                                  130,849             195,831             105,979             301,227

Federal income taxes                                              -                   -                   -                   -
                                                      --------------      --------------      --------------      --------------
     Income before minority interest                        130,849             195,831             105,979             301,227

Minority interest in net loss (income)                      (21,104)            (59,682)             13,495             (67,707)
                                                      --------------      --------------      --------------      --------------
     Income before equity in earnings (loss) of
      affiliates                                            109,745             136,149             119,474             233,520

Equity in earnings (loss) of affiliates                         135              28,998              (1,913)             25,572
                                                      --------------      --------------      --------------      --------------
     Net income                                             109,880             165,147             117,561             259,092

Other comprehensive income:
  Unrealized holding gains (losses)                         (45,437)                  -               6,956                   -
                                                      --------------      --------------      --------------      --------------
     Net income                                       $      64,443       $     165,147       $     124,517       $     259,092
                                                      ==============      ==============      ==============      ==============
Income Per Common Share                                       $0.37               $0.95               $0.72               $1.49
                                                      ==============      ==============      ==============      ==============



See accompanying notes to consolidated financial statements.


                                2

</TABLE>


<PAGE>

<TABLE>

                       First Financial Corporation
               Consolidated Statidated Statement of Cash Flows

<CAPTION>

                                                                                  (Unaudited)
                                                                            Six Months Ended June 30,
                                                                         ----------------------------
                                                                            1999                1998
                                                                        -----------         -----------
<S>                                                                  <C>                 <C>
Cash flows from operating activities:
   Net income (loss)                                                 $     124,516       $     259,092
   Adjustments to reconcile net income(loss) to
    net cash used by operating activities:
   Depreciation                                                            138,673              92,789
   Provision for losses under servicing agreements                        (139,000)           (165,000)
   Equity in (income) loss of affiliates                                     1,913             (25,572)
   Realized (gains) losses on marketable investment securities            (211,625)                  -
   Net (increase) decrease in accounts receivable                         (453,748)           (277,281)
   Net (increase) decrease in other assets                                 104,411            (141,983)
   Net increase (decrease) in other liabilities                            118,648             399,835
   Increase in minority interest                                           (13,495)             67,706
   (Increase) decrease in restricted cash used
     in operating activities - net                                         (66,742)           (253,115)
   Mortgage loans funded                                              (182,999,820)       (193,084,348)
   Mortgage loans sold                                                 192,976,226         183,931,192
   Increase in mortgage loans participations sold                       (9,889,855)          9,080,997
   Other                                                                     6,349              40,474
                                                                     --------------      --------------
        Net cash provided (used) for operating activities                 (303,549)            (75,214)
                                                                     --------------      --------------
Cash flows from investing activities:
   Proceeds from sale of marketable investment securities                  387,168                   -
   Purchases of marketable investment securities                          (186,489)                  -
   Unrealized holding (gains) losses                                       (10,540)                  -
   Purchase of property and equipment                                     (274,866)           (297,172)
   Principal collections on mortgage loans                                 210,746             503,730
   Amortization of discount on mortgage loans purchased                     (6,203)            (17,081)
   (Advances to) repayments from affiliates                                      -                   -
                                                                     --------------      --------------
        Net cash provided (used) for investing activities                  119,816             189,477
                                                                     --------------      --------------
Cash flows from financing activities:
   Payment on notes payable                                                      -                   -
                                                                     --------------      --------------
        Net cash used for financing activities                                   -                   -
                                                                     --------------      --------------
Net increase (decrease) in cash and cash equivalents                      (183,733)            114,263
Cash and cash equivalents at beginning of year                           1,362,456           1,167,270
                                                                     --------------      --------------
Cash and cash equivalents at end of period                           $   1,178,723       $   1,281,533
                                                                     =============       =============
Supplemental Disclosure of Cash Flow Information
   Interest Paid                                                     $     309,331       $     585,393
                                                                     =============       =============

See accompanying notes to consolidated financial statements.


                                3


</TABLE>

<PAGE>


             FIRST FINANCIAL CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)

1 - Basis of Presentation

The   financial  information  included  herein  for  First   Financial
Corporation,   and  all  of  its  wholly  owned  and  majority   owned
subsidiaries  (the  "Company") is unaudited; however,  such  unaudited
information  reflects  all  adjustments  which  are,  in  management's
opinion,  necessary for a fair presentation of the financial position,
results  of  operations and statement of cash flows  for  the  interim
periods.  In  preparing  these  financial  statements,  management  is
required  to  make estimates and assumptions that affect the  reported
amounts of assets and liabilities as of the date of the balance  sheet
and  revenue  and expense for the period. Actual results could  differ
significantly  from  those  estimates.  Minority  interest  represents
ownership of other entities in the net assets and net earnings of  Key
Group, Ltd. ("Key Group").

The  results of operations and changes in cash flow for the  six-month
period  ended  June  30, 1999 are not necessarily  indicative  of  the
results to be expected for the full year.

Certain  reclassifications  were  made  to  prior  periods  to  ensure
comparability with the current period.

2 - Earnings Per Share

Earnings per common share were computed by dividing net income by  the
weighted average number of shares outstanding.

3 - Income Taxes

Income taxes are provided for the tax effects of transactions reported
in  the  financial statements and consist of taxes currently due  plus
deferred  taxes related primarily to differences between the basis  of
the  loan  loss  reserve for financial and income tax reporting.   The
deferred  tax assets and liabilities represent the future  tax  return
consequences  of those differences, which will either  be  taxable  or
deductible  when the assets and liabilities are recovered or  settled.
Deferred  taxes  also  are recognized for operating  losses  that  are
available  to  offset future taxable income and tax credits  that  are
available  to  offset future federal income taxes.   The  Company  has
approximately $5,200,000 in available net operating loss  carryforward
benefits for financial statement purposes to offset future income,  if
any.

4 - Contingencies

Substantially all of the conventional pools of manufactured home loans
serviced  by the Company, approximately $1,350,000 at June  30,  1999,
were  sold  to  investors  with  recourse.   The  recourse  provisions
typically  require the Company to repurchase delinquent loans  at  the
unpaid  balances  plus accrued interest, or replace  delinquent  loans
with  another  loan  which  is  current.   Further,  several  of   the


                                4


<PAGE>

agreements require the Company to establish and maintain cash  reserve
accounts.  Deposits are periodically made to the accounts equal  to  a
specified percent of the outstanding loans. The accounts may  be  used
to  cover  deficiencies from foreclosure and liquidation of delinquent
pooled mortgage loans.  Such cash reserve accounts totaled $10,524 and
are included in restricted cash at June 30, 1999.

Item  2. Management's Discussion and Analysis of Results of Operations
and Financial Condition

Results of Operations

The Company had a net income of $117,561 for the six months ended June
30,  1999  compared to net income of $259,092 for the same  period  in
1998.  Loan administration revenues were $2,891,166 for the first  six
months  of  1999 compared to $3,338,808 for the same period  of  1998.
The  decrease  in  loan administration revenues is  primarily  due  to
decreased  loan  origination fees and loan  servicing  fees  from  the
Company's residential mortgage loan operations. During the six  months
ended  June  30, 1999, First Preference Mortgage Corp., a  third  tier
subsidiary  of Key Group, funded approximately $183.0 million  in  new
residential  mortgage loans compared to approximately  $193.1  million
during the same period in 1998.

Interest  income  for the six months ended June 30, 1999  amounted  to
$638,209  compared  to  $776,631 for the same period  in  1998.   This
decline  is  primarily due to the decline in new residential  mortgage
loans  originated during the first six months of 1999 as  compared  to
1998  as  discussed  above.   First Preference  Mortgage  Corp.  earns
interest from the date the mortgage loan is closed until the date  the
mortgage loan is sold to investors.

Other  income  for  the  six months ended June 30,  1999  amounted  to
$537,235  compared  to  $275,909 for the same period  in  1998.   This
increase is primarily due to realized gains on the sale of certain  of
the Company's marketable investment securities.

Salaries  and  related expenses decreased to $2,181,563  for  the  six
months  ended June 30, 1999, compared to $2,245,171 for the six months
ended June 30, 1998. This decrease is primarily due to a reduction  in
the  amount  of  commission expense as a result of the decreased  loan
origination  volumes  during the six months ended  June  30,  1999  as
compared to the same period in 1998.

For  the six months ended June 30, 1999, interest expense amounted  to
$457,198  compared  to  $616,658 for the same  period  in  1998.   The
significant decrease in interest expense for the six months ended June
30,  1999  is primarily due to decreased utilization of the  Company's
loan  participation agreement and a reduction in interest rate charged
by  the financial institution.  As previously discussed, the volume of
new  residential loan originations for the six months ended  June  30,
1999 decreased by approximately 5% over the comparable period in 1998.

During  the  six months ended June 30, 1999, the provision for  losses
under  servicing agreements was ($139,000) resulting in a  balance  in
the  reserve for losses under servicing agreements of $391,262 at June
30,  1999.  For the six months ended June 30, 1998, the Company had  a


                                5


<PAGE>


negative provision for losses under servicing agreements of ($165,000)
which  resulted in a balance in the reserve for losses under servicing
agreements  of  $767,186 at June 30, 1998.  As  previously  discussed,
under the terms of certain of its servicing agreements, the Company is
at  risk for any credit losses and costs of foreclosure, net of credit
insurance  proceeds,  if any, sustained on default  of  the  borrower.
Based  on an analysis of the Company's servicing portfolio, it is  the
Company's  belief  that  its exposure to losses  attributable  to  the
servicing agreements continues to decline.

The minority interest in the net loss of Key Group amounted to $13,495
for the six months ended June 30, 1999.  For the six months ended June
30,  1998,  the  minority  interest in the net  income  of  Key  Group
amounted to ($67,707).  The minority interest represents the ownership
of  other  entities  in  the Key Group net income  or  net  loss.  The
Company's  share of the net income (loss) of Key Group  was  ($15,170)
and  $76,154  for  the  six  months ended  June  30,  1999  and  1998,
respectively.

The  consolidated statements of income for the six months  ended  June
30, 1999 reflect equity in net loss of affiliates of ($1,913) compared
equity  in  net  income of $25,572 for the six months ended  June  30,
1998.

Other  comprehensive  income  consists  of  unrealized  holding  gains
(losses) on marketable investment securities net of income taxes.  For
the  six  ended  June 30, 1999, unrealized holding gains  amounted  to
$6,956.

Financial Condition

At  June  30,  1999,  the  Company's  total  assets  were  $7,959,627.
Included  in the Company's total assets are the assets of  Key  Group,
LTD.  which  amounted to $5,015,807 at June 30, 1999.  The  Key  Group
assets  at  March  31,  1999  consisted primarily  of  cash  and  cash
equivalents  of $1,000,519, mortgage loans of $973,246,  property  and
equipment of $1,190,351 and accounts receivable, prepaid expenses  and
other  assets of $1,851,691.  The minority interest in the net  assets
of Key Group at March 31, 1999 amounted to $1,932,187.

On consolidated basis, cash and cash equivalents (including restricted
cash) were $1,805,989 at June 30, 1999.  Included therein was cash and
cash equivalents for Key Group of $1,000,519 and Apex Lloyds Insurance
Company of $712,218.  The cash flow of Key Group is only available  to
the  Company  to  the  extent that cash is received  in  the  form  of
partnership  distributions. The cash flow  of  Apex  Lloyds  Insurance
Company is only available to the Company as allowed by state insurance
regulations.

As  more fully discussed in the Annual Report Form 10-KSB for the year
ended  December 31, 1998, First Preference Mortgage Corp. has a master
loan  participation with a financial institution totaling  $30,000,000
which expires August 31, 1999.


                                6


<PAGE>


Year 2000

Like many companies today, the Company, its subsidiaries, and entities
in  which  the Company has a significant investment rely on technology
to  support  the  day to day operations of the Company.   Due  to  the
Company's dependence on computer technology, the nature and impact  of
Year  2000  processing  failures on the Company's  business  could  be
material.   The "Year 2000 Problem" is centered around the programming
of  a  two-digit  year,  not  a four-digit  year.   Some  systems  may
interpret  00  as 1900 and not 2000.  Year 2000 poses  many  potential
problems,  from the obvious of system failure to the obscure  of  data
integrity.   The  Company  has  defined  two  levels  of   Year   2000
Compliance.   First  is System Compliance.  The  Company  considers  a
system  to be Year 2000 compliant if the system will operate correctly
into  and  beyond Year 2000.  This includes non-ambiguous displays  of
dates.    The  second  definition  is  Company  Compliance.    Company
compliance is defined as being able to provide the products, services,
and  support  in the same or similar manner as today into  and  beyond
Year  2000.   The Company does not have control over all systems  that
could  be  affected by Year 2000. The Company is addressing  potential
problems  posed  by  failure or interruption of internal  computer  or
environment  systems, failure or interruption of services  from  third
party   relationships,  and  failure  or  interruption   of   customer
relationships.   The Company is evaluating the Year 2000  preparedness
of  critical  third party relationships through questionnaires,  phone
calls, and information posted on the Internet.

The  Company  is utilizing the guidelines established  by  the  FFIEC,
Federal Financial Institutions Examination Council, for developing the
Year  2000  Compliance plan.  The Year 2000 Compliance  plan  requires
Year  2000  Compliance  efforts from the  Company's  subsidiaries  and
partnerships.   The  Company  is utilizing  the  assistance  of  legal
counsel  and  Year 2000 consultants to supplement its  the  Year  2000
Compliance  Program.  The activities of the Company  and  its  related
entities can be grouped into five categories:  1)  Loan Servicing,  2)
Insurance,  3)  Data  Processing  Services,  4)  Investments,  and  5)
Mortgage.  For more detail on the specific entities and relationships,
refer  to  the  Company  Description.  The Company  is  requiring  all
entities   that  have  a  potential  Year  2000  material  impact   to
aggressively address them.

The  Company and its subsidiaries and partnerships have extensive Year
2000  Compliance plans and have substantially completed the Year  2000
assessment,  including  PCs, applications, and environmental  systems.
The  plan  calls for the completion of the testing phase  by  May  31,
1999,  and  the  contingency planning phase by August 1999.   All  new
contracts are being reviewed for Year 2000 issues.  Vendors,  business
relationships,   and  some  customers  have  been   sent   Year   2000
questionnaires  to  help the Company better assess  and  minimize  the
potential  risks  posed by these relationships.  The Company  is  also
reviewing  the financial soundness and Year 2000 efforts of  Company's
investments.

The  total  impact  of Year 2000 is unknown.  The  Company  will  have
completed  testing of internal systems and interfaces with  key  third
party  relationships by May 31, 1999.  To help validate the  Company's
efforts,  the  Mortgage and Loan servicing group are participating  in
the  Mortgage  Bankers  Association of  America  Year  2000  Readiness
Testing.

                                7


<PAGE>


The budgeted cost of the Year 2000 efforts for the Company is $85,000.
This  includes $15,000 specifically for the insurance group,   $70,000
for  the mortgage and data processing group which also covers the loan
servicing  and data processing entities.   Approximately  $30,000  has
been spent to date.  The breakdown of the percentage of cost is:

          Consulting Fees               27%
          Literature and Promotional     6%
          Legal Counsel                 18%
          Testing                       18%
          Miscellaneous                 31%

In  addition to the above costs, the Company has upgraded systems  for
performance  reasons and not for Year 2000. These  upgrades  were  not
accelerated due to Year 2000 issues.  These system upgrades  are  Year
2000 compliant.

The Company believes that its greatest Year 2000 risks are those posed
by  external sources, including utilities companies, service providers
and  customers.  Certain services providers are part of the  Financial
Industry and are under some form of regulatory guidelines which should
help to minimize their potential failure. The failure of the investors
to  meet their obligation to the Mortgage group or the failure of  the
insurance outsourcing entities to properly handle insurance operations
would  have  a  significant material affect on the  Company.   Through
questionnaires  and  other  forms of  communication,  the  Company  is
assessing and monitoring third party relationships, including  service
providers,  outsource  insurance  entities,  investors,  brokers   and
customers,  for Year 2000 Compliance to minimize potential  Year  2000
problems.

The risks posed by utility failure can also be significant, but little
can  be  down for extended failure, more than a few days.  The Company
is  evaluating the implementation of a backup power generator for  the
corporate  office  that could sustain the Company for  a  short  power
outage, not to exceed three days.

No  guarantee can be made with respect to Year 2000 Compliance because
too  many  interdependencies  exist between  systems,  companies,  and
entities  to  be  able to assure that all possible  things  have  been
tested.  Many services, such as long distance phone and utilities  are
out  of  the  direct  control of the Company.  The  Company  considers
contingency planning as one of the most critical phases of  Year  2000
Compliance plans.

The Company and its related companies will focus the second quarter of
1999  on developing and testing contingency plans, including what hard
copy  reports could be used to sustain manual operations for  a  short
period  of time. These contingency plans will be tested and the  staff
will  be  trained  on  proper execution of  these  contingency  plans.
Additional backups and hard copy reports will be run prior to  January
1,  2000 and prior to other potential problem dates.   The Company  is
currently  performing a feasibility study for a backup power generator
for  the  corporate office.   To assure that the Company has  adequate
support  to  handle  potential problems and  issues,  the  Company  is
requesting that no vacation time will be taken from December  1,  1999
through  January 31, 2000.  The Company is working with key  staff  to
minimize turn over.

                                8

<PAGE>

The  real  effect of Year 2000 has so many variables that the  Company
can  not  realistically make any valid predictions  as  to  the  total
impact  financially or otherwise.  The Company is making every  effort
it  can  to minimize the potential risks that are within the Company's
control,   such   as  validating  internal  systems   and   developing
contingency plans.  If the US experiences total power outages  or  all
outsourcing or third party relationships encounter failure,  then  the
Company  will be significantly impacted, as will all other  companies.
More  realistically, the Company may expect delays in  services  while
things  are  being  corrected.  The Company is working  on  developing
realistic   contingency  plans  for  those  things  that  have   valid
contingency options, such as courier services.

The  Company has not received assurance that the Year 2000 problem has
been  solved by all of its business partners and suppliers.   Nor  can
the Company assure everyone that it will not have interruptions due to
the  failure  of  electric and telephone service as a result  of  this
problem.  While no one can say that there will not be any problems nor
is it possible to simultaneously guarantee each other that no problems
will  appear,  the  Company will do its best to minimize  and  quickly
correct any errors that do occur.

Certain information contained in this Year 2000 discussion constitutes
forward-looking statement within the meaning of the Private Securities
Litigation  Reform  Act of 1995.  Although the  Company  believes  its
expectations are based on reasonable assumptions and because Year 2000
issues  present  many  unknowns, the Company's  actual  results  could
differ materially from its expectations.

               PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The  Company  is  involved  in routine litigation  incidental  to  its
business,  both  as  a plaintiff and a defendant.  Management  of  the
Company,  after  consulting with legal counsel, feels  that  liability
resulting from the litigation, if any, will no have a material  effect
on this financial position of the Company.

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

The  annual meeting of shareholders was held on May 18, 1999, pursuant
to  an  information statement dated April 16, 1999, furnished  by  the
Board of Directors to the Shareholders of Record.


At  the meeting, the following were elected to the Board of Directors:
John Carl Hauser, David W. Mann, Robert A. Mann, Walter J. Rusek, Mary
Hyden Mann Hunter, Allen B. Mann and Barrett Smith.


                                9

<PAGE>


In other matters, the shareholders approved the selection of Pattillo,
Brown & Hill, Certified Public Accountants, as auditors for the fiscal
year  ended  December 31, 1999 and ratified and approved  all  actions
taken  by  the Company's directors and management during the preceding
year.  No other matters were voted upon.



Item 6. Exhibits and Reports on Form 8-K

No Form 8-K was filed during  the quarter ended June 30, 1999.





                                10


<PAGE>

                              SIGNATURES


Pursuant  to  the requirements of the Securities and 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
__________________________________________________________________





Date     August  13, 1999           /s/  David W. Mann

                                    David W. Mann
                                    President
                                    Duly Authorized Officer and
                                    Principal Financial Officer


Date     August 13, 1999           /s/ Annie Laurie Miller
                                   Annie Laurie Miller
                                   Executive Vice President and
                                   Principal Accounting Officer








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