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 September 30, 2000
Commission file number 0-5559FIRST FINANCIAL CORPORATION(Exact name of registrant as specified in its charter)Texas
74-1502313(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification 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     (Class) | 173,528     (Outstanding at November 15, 2000)
|-------------------------------------- | ----------------------------------------------



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FORM 10-QSB



FIRST FINANCIAL CORPORATION
SEPTEMBER 30, 2000



INDEX

Part I Financial Information

Page No.Item 1.
Financial StatementsConsolidated Balance Sheet  
 as of September 30, 2000
1Consolidated Statements of Income  
 for the Three-Months and Nine Months
ended September 30, 2000 and 1999
2Consolidated Statements of Cash Flow  
 for the Nine-Months ended September 30, 2000 and 1999
3Notes to Consolidated Financial Statements
4-5Item 2.
Management's Discussion and Analysis  
 of Results of Operations and Financial Condition
5-7Part II Other InformationItem 1.
Legal Proceedings

8Item 6.
Exhibits and Reports on
Form8-K

8




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|                                                                   |                     
|------------------------------------------------------------------ | --------------------
|                                                                   |                     
|First
      Financial Corporation                                 
|Consolidated
      Balance Sheet                                  
|September
      30, 2000                                          
|(Unaudited)                                                       
|                                                                   |                     
|Assets                                                             |                     
|                                                                   |                     
|Cash and cash
      equivalents                                    | $     
      694,248
|Restricted cash                                                    | 774,874             
|Accounts receivable                                                | 1,203,512           
|Marketable
      investment securities                             | 433,035             
|Real estate held
      for investment,at cost                      | 444,000             
|Mortgage loans                                                     | 714,216             
|Investment in and
      advances to                                |                     
|affiliated
      companies                                         | 408,248             
|Property and
      equipment                                       | 873,782             
|Other assets                                                       | 1,191,402           
|                                                                   |                     
|Total Assets                                                       | $  
      6,737,317 
|                                                                   |                     
|Liabilities and
      Stockholders' Equity                         |                     
|                                                                   |                     
|Accounts Payable                                                   | 831,065             
|Estimated reserve
      for losses under servicing                 |                     
|agreements                                                         | 235,573             
|Other liabilities                                                  | 607,870             
|                                                                   |                     
|Total Liabilities                                                  | 1,674,508           
|                                                                   |                     
|Minority interest                                                  | 1,422,695           
|                                                                   |                     
|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                                                  | 3,155,721           
|                                                                   |                     
|                                                                   | 3,675,423           
|Less:Treasury stock
      - at cost                                | (35,309)            
|Net unrealized loss on marketable                                  |                     
|investment securities                                              | -                   
|                                                                   |                     
|Total Stockholders' Equity                                         | 3,640,114           
|                                                                   |                     
|Total Liabilities and Stockholders' Equity                         | $  
      6,737,317 
|                                                                   |                     
|                                                                   |                     
|See accompanying
      notes to consolidated financial statements. |                     
|                                                                   |                     



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|First
      Financial Corporation                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------
|Consolidated
      Statements of Income                                                                                          
|Three months and Nine months
      ended September 30, 2000 and 1999                                                             
|(Unaudited)                                                                                                                      
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Revenues:                                                                                                                        
|Loan
      administration                                                                                                        
|Interest
      income                                                                                                            
|Other income                                                                                                                     
|                                                                                                                                 
|Total Revenues                                                                                                                   
|                                                                                                                                 
|                                                                                                                                 
|Expenses:                                                                                                                        
|Salaries and
      related expenses                                                                                              
|Interest expense                                                                                                                 
|Provision for
      losses under servicing                                                                                       
|agreements                                                                                                                       
|Other operating
      expenses                                                                                                   
|                                                                                                                                 
|Total Expenses                                                                                                                   
|                                                                                                                                 
|Income before
      income taxes,
            minority interest,
      equity in 
            earnings (loss) of
      affiliates
|                                                                                                                                 
|Federal income
      taxes                                                                                                       
|                                                                                                                                 
|Income before
      minority interest                                                                                            
|                                                                                                                                 
|Minority interest
      in net loss (income)                                                                                     
|                                                                                                                                 
|                                                                                                                                 
|Income before
      equity in
           earnings (loss) of affiliates                                                           
|                                                                                                                                 
|Equity in earnings
      (loss) of affiliates                                                                                    
|                                                                                                                                 
|Net income                                                                                                                       
|                                                                                                                                 
|Other comprehensive
      income:                                                                                                
|Unrealized holding
      gains (losses)                                                                                          
|                                                                                                                                 
|Net income                                                                                                                       
|                                                                                                                                 
|Income Per Common
      Share                                                                                                    
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|See accompanying
      notes to consolidated financial statements.                                                               
|                                                                                                                                 



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|                                                                   |                             |                             | 
|------------------------------------------------------------------ | --------------------------- | --------------------------- | 
|First Financial
      Corporation                                 
|Consolidated
      Statement of Cash Flows                        
|                                                                   |                             |                             | 
|                                                                   | (Unaudited)                 |                            
|                                                                   | Nine Months Ended           |                            
|                                                                   | September 30,               |                            
|                                                                   |                             |                            
|                                                                   | 2000                        | 1999                        | 
|                                                                   |                             |                             | 
|Cash flows from operating
      activities:                        |                             |                             | 
|Net income (loss)                                                  | $       
      (99,355)     | $        
  
      89,544   | 
|Adjustments to reconcile net
      income(loss) to                 |                             |                             | 
|net cash used by operating
      activities:                       |                             |                             | 
|Depreciation                                                       | 180,772                     | 214,213                     | 
|Provision for losses under
      servicing agreements              | (34,000)                    | (181,000)                   | 
|Equity in (income) loss of
      affiliates                        | (119,425)                   | (10,479)                    | 
|Realized (gains) losses on
      marketable investment securities  | 28,434                      | (211,625)                   | 
|Net (increase) decrease in
      accounts receivable               | (167,821)                   | (100,093)                   | 
|Net (increase) decrease in
      other assets                      | (47,537)                    | 273,384                     | 
|Net increase (decrease) in
      accounts payable                  | 611,880                     | (149,226)                   | 
|Net increase (decrease) in
      other liabilities                 | (156,785)                   | (435,791)                   | 
|Increase in minority interest                                      | (242,956)                   | (83,640)                    | 
|(Increase) decrease in
      restricted cash used                  |                             |                             | 
|in operating activities - net                                      | (214,350)                   | (93,502)                    | 
|Mortgage loans funded                                              | (233,631,391)               | (260,047,382)               | 
|Mortgage loans sold                                                | 224,928,628                 | 277,861,369                 | 
|Increase in mortgage loans
      participations sold               | 8,335,788                   | (17,517,807)                | 
|Other                                                              | 87,773                      | 57,891                      | 
|                                                                   |                             |                             | 
|Net cash provided (used) for
      operating activities            | (540,345)                   | (334,144)                   | 
|                                                                   |                             |                             | 
|Cash flows from investing
      activities:                        |                             |                             | 
|Proceeds from sale of
      marketable investment securities       | 29,628                      | 387,168                     | 
|Purchases of marketable
      investment securities                | (79,007)                    | (195,503)                   | 
|Unrealized holding (gains)
      losses                            | (39,157)                    | (8,549)                     | 
|Purchase of property and
      equipment                           | (109,116)                   | (294,718)                   | 
|Principal collections on
      mortgage loans                      | 176,746                     | 299,251                     | 
|Amortization of discount on
      mortgage loans purchased         | (25,747)                    | (7,681)                     | 
|(Advances to) repayments from
      affiliates                     | 158,400                     | -                           | 
|                                                                   |                             |                             | 
|Net cash provided (used) for
      investing activities            | 111,747                     | 179,968                     | 
|                                                                   |                             |                             | 
|Cash flows from financing
      activities:                        |                             |                             | 
|Payment on notes payable                                           | -                           | -                           | 
|                                                                   |                             |                             | 
|Net cash used for financing
      activities                       | -                           | -                           | 
|                                                                   |                             |                             | 
|                                                                   |                             |                             | 
|Net increase (decrease) in cash
      and cash equivalents         | (428,598)                   | (154,176)                   | 
|Cash and cash equivalents at
      beginning of year               | 1,122,846                   | 1,362,456                   | 
|                                                                   |                             |                             | 
|Cash and cash equivalents at
      end of period                   | $   
        
      694,248 | $  
       
      1,208,280 | 
|                                                                   |                             |                             | 
|Supplemental Disclosure of Cash
      Flow Information             |                             |                             | 
|Interest Paid                                                      | $  
         
      624,472 | $  
         
      694,543 | 
|                                                                   |                             |                             | 
|                                                                   |                             |                             | 
|See accompanying notes to
      consolidated financial statements. |                             |                             | 
|                                                                   |                             |                             | 





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FIRST FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

PART I - FINANCIAL INFORMATION



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 nine-month period ended September 30, 2000 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 $5,900,000 in available net operating loss
carryforward benefits for financial statement purposes to offset future income, if any.

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4 - Contingencies

Substantially all of the conventional pools of manufactured home loans serviced by the Company, approximately $561,000 at September 30, 2000, 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 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 September 30, 2000.



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

Results of Operations

The Company had a net loss of $99,355 for the nine months ended September 30, 2000 compared to net income of $89,544 for the same period in 1999.  Loan administration revenues were $4,633,291 for the first nine months of  2000 compared
to $4,167,998 for the same period of 1999. This increase in loan administration revenues is primarily due to increased retail loan originations.  During the nine months ended September 30, 2000, First Preference Mortgage Corp.("FPMC"), a third
tier subsidiary of Key Group, funded approximately $84.2 million in new residential mortgage loans originated by its retail branches and approximately $149.4 million was originated through it's network of approved independent mortgage brokers compared to
approximately $68.5 million and $191.1, respectively, during the same period in 1999. As discussed in the Annual Report Form 10-KSB for the year ended December 31, 1999, FPMC experienced a significant reduction in its loan originations during 1999 due to
the significant increase in mortgage interest rates during 1999, as well as turnover in key sales staff at FPMC. In response to these factors, during the last quarter of 1999, FPMC reduced its staff and executive management of FPMC took pay reductions.
Management of FPMC also initiated new procedures and techniques that emphasized individual sales person accountability. Management also increased efforts to recruit experienced sales personnel, which resulted in the acquisition of five new branches during
the nine months ended September 30, 2000.  As a result of these efforts, for the second and third quarters of 2000, FPMC has increased the volume of loan originations by approximately 33% when compared to the first quarter of 2000 and the fourth quarter
of 1999.

Interest income for the nine months ended September 30, 2000 amounted to $893,844 compared to $870,014 for the same period in 1999.  This increase is the net result of the decline in new residential mortgage loans originated during the
first nine months of 2000 as compared to 1999 as discussed above and higher mortgage loan interest rates during 2000 when compared to 1999.  FPMC earns interest from the date the mortgage loan is closed until the date the mortgage loan is sold to investors.

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Salaries and related expenses increased to $3,674,254 for the nine months ended September 30, 2000, compared to $3,232,911 for the same period in 1999. This increase is primarily due to the acquisition of five new retail branches
during the nine months ended September 30, 2000 and the increase in retail residential mortgage loan originations as discussed above.

For the nine months ended September 30, 2000, interest expense amounted to $679,311 compared to $607,643 for the same period in 1999.  The increase in interest expense for the nine months ended September 30, 2000 is the net result of
the decreased utilization of the Company's loan participation agreement and the increased average interest rate charged on this loan participation agreement.  As previously discussed, the volume of new residential loan originations for the nine months
ended September 30, 2000 decreased by approximately 10% over the comparable period in 1999. During the nine months ended September 30, 2000, the weighted average interest rate on the Company's loan participation agreement was approximately 7.30% compared
to 5.80% for the comparable period in 1999.

During the nine months ended September 30, 2000, the provision for losses under servicing agreements was ($34,000) resulting in a balance in the reserve for losses under servicing agreements of $235,573 at September 30, 2000.  For the
nine months ended September 30, 1999, the Company had a negative provision for losses under servicing agreements of ($181,000) which resulted in a balance in the reserve for losses under servicing agreements of $391,782 at September 30, 1999.  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 reserve for losses under servicing agreements is adequate for potential losses attributable to the servicing agreements.

The minority interest in the net loss of Key Group amounted to $242,957 for the nine months ended September 30, 2000 compared to $83,640 for the same period in 1999.  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 loss of Key Group was $273,269 and $94,075 for the nine months ended September 30, 2000 and 1999, respectively.

The consolidated statements of income for the nine months ended September 30, 2000 reflect equity in net income of affiliates of $119,425 compared to $10,479 for the nine months ended September 30, 1999. This income is primarily due to
the affiliates realizing gains on the sale of real estate during the nine months ended September 30, 2000.

Other comprehensive income consists of unrealized holding gains (losses) on marketable investment securities net of income taxes. For the nine months ended September 30, 2000, unrealized holding gains amounted to $39,157 compared to
unrealized holding gains of $3,846 for the same period in 1999.

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Financial Condition

At September 30, 2000, the Company's total assets were $6,737,317 compared to $7,151,366 at September 30, 1999.  Included in the Company's total assets are the assets of Key Group which amounted to $3,919,301 and $4,509,024 at
September 30, 2000 and 1999, respectively.  The Key Group assets at September 30, 2000 consisted primarily of cash and cash equivalents of $679,293, mortgage loans of $624,706, property and equipment of $1,065,855 and accounts receivable, prepaid expenses
and other assets of $1,549,447.  The minority interest in the net assets of Key Group at September 30, 2000 amounted to $1,422,695 compared to $1,862,042 at September 30, 1999.

On consolidated basis, cash and cash equivalents (including restricted cash) were $1,469,122 at September 30, 2000.  Included therein was cash and cash equivalents for Key Group of $679,293 and Apex Lloyds Insurance Company of
$712,454.  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, 1999, FPMC has a master loan participation with a financial institution totaling $30,000,000 which expired August 31, 2000. This agreement
included certain financial covenants including requirements to maintain FPMC stockholders' equity and adjusted-tangible-net worth above $3 million. Also, FPMC's total adjusted debt to adjusted tangible net worth may never exceed 10 to 1. As of February
29, 2000, FPMC was in violation of certain covenants related to this agreement. The financial institution has waived the violation of these covenants until August 31, 2000. On August 28, 2000, this agreement was amended to expire November 30, 2000 and
required FPMC to increase its stockholders equity to a minimum of $3 million by November 1, 2000. As of September 30, 2000, FPMC had cured the violation of the stockholders' equity covenant. Management has obtained an alternate funding source for its
financing of operations and therefore, management does not believe that this matter will have a material effect on the financial position of FPMC.



Year 2000





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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 6. Exhibits and Reports on Form 8-K

No Form 8-K was filed during  the quarter ended September 30, 2000.



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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 November 14, 2000

/s/  David W. MannDavid W. MannPresidentDuly Authorized Officer and Principal Financial OfficerDate November 14, 2000

/s/ Annie Laurie MillerAnnie Laurie MillerExecutive Vice President and Principal Accounting Officer


















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