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 March 31, 2000   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 April 30, 2000)



<PAGE>

                           FORM 10-QSB

                   FIRST FINANCIAL CORPORATION
                         MARCH 31, 2000



                              INDEX


Part I Financial Information                            Page No.
                                                        ---------

     Item 1.   Financial Statements

               Consolidated Balance Sheet as of             1
               March 31, 2000

               Consolidated Statements of Income            2
               for the Three-Months ended
               March 31, 2000 and 1999

               Consolidated Statements of Cash
               Flow for the Three-Months
               ended March 31, 2000 and 1999                3

               Notes to Consolidated Financial
               Statements                                   4-5

     Item 2.   Management's Discussion and Analysis
               of Results of Operations and Financial       5-7
               Condition


Part II Other Information

     Item 1.   Legal Proceedings                            7

     Item 6.   Exhibits and Reports on Form 8-K             7





<PAGE>

<TABLE>
                                  First Financial Corporation
                                Consolidated Balance Sheet
                                        March 31, 2000
                                         (Unaudited)


             Assets
             ------

<S>                                                                        <C>
Cash and cash equivalents                                                  $  418,275
Restricted cash                                                               753,516
Accounts receivable                                                         1,066,723
Marketable investment securities                                              378,138
Real estate held for investment,at cost                                       444,000
Mortgage loans                                                                794,048
Investment in and advances to
  affiliated companies                                                        476,234
Property and equipment                                                        929,301
Other assets                                                                1,147,828
                                                                           -----------
            Total Assets                                                   $6,408,063
                                                                           ===========
   Liabilities and Stockholders' Equity
  --------------------------------------
Accounts Payable                                                           $  613,696
Estimated reserve for losses under servicing
  agreements                                                                  237,603
Other liabilities                                                             553,884
                                                                           ------------
            Total Liabilities                                               1,405,183
                                                                           ------------

Minority interest                                                           1,481,580
                                                                           ------------
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                                                         3,036,907
                                                                           -----------
                                                                            3,556,609
 Less:Treasury stock - at cost                                                (35,309)
                                                                           -----------
            Total Stockholders' Equity                                      3,521,300
                                                                           -----------
            Total Liabilities and Stockholders' Equity                     $6,408,063
                                                                           ===========

See accompanying notes to consolidated financial statements.

</TABLE>



<PAGE>

<TABLE>
                                      First Financial Corporation
                                   Consolidated Statements of Income
                              Three months ended March 31, 2000 and 1999
                                             (Unaudited)





                                                                               2000              1999
                                                                           ----------        ----------
<S>
Revenues:                                                                 <C>               <C>
  Loan administration                                                     $   999,986       $ 1,313,111
  Interest income                                                             238,965           351,301
  Other income                                                                189,310           177,587
                                                                           -----------       -----------
     Total revenues                                                         1,428,261         1,841,999

Expenses:
  Salaries and related expenses                                             1,025,197         1,036,810
  Interest expense                                                            159,505           254,085
  Provision for losses under servicing
    agreements                                                                (34,000)          (95,000)
  Other operating expenses                                                    687,302           670,974
                                                                           -----------        ----------
     Total expenses                                                         1,838,004         1,866,869
                                                                           -----------        ----------
     Income before income taxes,
      minority interest, and equity in earnings
      (loss) of affiliates                                                   (409,743)          (24,870)

Federal income taxes                                                              -                 -
                                                                           -----------        ----------
     Income before minority interest                                         (409,743)          (24,870)

Minority interest in net loss (income)                                        184,072            34,599
                                                                           -----------        ----------
     Income before equity in earnings
      (loss) of affiliates                                                   (225,671)            9,729

Equity in earnings (loss) of affiliates                                        13,376            (2,048)

     Net income                                                              (212,295)            7,681

Other comprehensive income:
  Unrealized holding gains (losses)                                            (5,874)           52,393
                                                                           -----------      -----------
     Comprehensive income                                                 $  (218,169)      $    60,074
                                                                           ===========      ===========
Income per common share                                                        ($1.26)            $0.35
                                                                           ===========      ===========



See accompanying notes to consolidated financial statements.

</TABLE>



<PAGE>

<TABLE>



                        First Financial Corporation
                   Consolidated Statement of Cash Flows

                                                                                    (Unaudited)
                                                                           Three Months Ended March 31,
                                                                            ----------------------------
                                                                               2000              1999
                                                                            -----------        -----------
<S>                                                                       <C>               <C>
Cash flows from operating activities:
   Net income (loss)                                                        ($218,170)          $60,072
   Adjustments to reconcile net income(loss) to
    net cash used by operating activities:
   Depreciation                                                                69,541            65,309
   Provision for losses under servicing agreements                            (34,000)          (95,000)
   Equity in (income) loss of affiliates                                      (13,376)            2,048
   Realized losses on marketable investment securities                         (2,473)          (11,018)
   Net (increase) decrease in accounts receivable                             (31,032)          165,429
   Net (increase) decrease in other assets                                     (1,206)           89,487
   Net increase (decrease) in accounts payable                                394,511           (23,166)
   Net increase (decrease) in other liabilities                              (210,771)         (302,696)
   Increase in minority interest                                             (184,071)          (34,599)
   (Increase) decrease in restricted cash used
     in operating activities - net                                           (192,992)          (38,886)
   Increase in mortgage loans - net                                               -                 -
   Mortgage loans funded                                                  (61,245,346)      (82,744,426)
   Mortgage loans sold                                                     58,759,785        95,953,167
   Increase in mortgage loans participations sold                           2,442,087       (13,008,099)
   Other                                                                     (190,822)          (47,428)
                                                                           ------------     -------------
        Net cash provided (used) for operating activities                    (658,335)           30,193
                                                                           ------------     -------------
Cash flows from investing activities:
   Proceeds from sale of marketable investment securities                      10,113            47,128
   Purchases of marketable investment securities                              (66,303)         (129,439)
   Unrealized holding (gain) loss                                               5,874           (52,393)
   Purchase of property and equipment                                         (52,102)         (136,025)
   Principal collections on mortgage loans                                     63,116           114,511
   Amortization of discount on mortgage loans purchased                        (6,933)           (5,272)
   (Advances to) repayments from affiliates                                       -                 -
                                                                           -------------    -------------
        Net cash provided (used) for investing activities                     (46,236)         (161,490)
                                                                           -------------    -------------
Cash flows from financing activities:
   Payment on notes payable                                                       -                 -
                                                                           -------------    -------------
        Net cash used for financing activities                                    -                 -
                                                                           -------------    -------------
Net increase (decrease) in cash and cash equivalents                         (704,571)         (131,297)
Cash and cash equivalents at beginning of year                              1,122,846         1,362,456
                                                                           -------------    -------------
Cash and cash equivalents at end of period                                   $418,275        $1,231,159
                                                                           =============    ============
Supplemental Disclosure of Cash Flow Information
   Interest Paid                                                             $126,250          $333,359
                                                                           =============    ============

See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>

          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 three-
month  period ended March 31, 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.



<PAGE>

4 - Contingencies
------------------

Substantially all of the conventional pools of manufactured  home
loans  serviced by the Company, approximately $775,000  at  March
31,  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 March 31, 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 $218,169 for the  quarter  ended
March  31,  2000 compared to net income of $60,074 for  the  same
period  in 1999.  Loan administration revenues were $999,986  for
the  first quarter for 2000 compared to $1,313,111 for the  first
quarter of 1999.  The decrease in loan administration revenues is
primarily  due  to  decreased  loan  origination  fees  from  the
Company's  residential  mortgage  loan  operations.  During   the
quarter   ended   March  31,  2000,  First  Preference   Mortgage
Corp.("FPMC"),  a  third tier subsidiary  of  Key  Group,  funded
approximately  $61.2  million in new residential  mortgage  loans
compared to approximately $82.7 million 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 three new branches  during
the quarter.  As a result of these efforts, for the first quarter
of  2000, FPMC has increased the volume of loan originations when
compared to the fourth quarter of 1999.

Interest income for the quarter ended March 31, 2000 amounted  to
$238,965 compared to $351,301 for the same period in 1999.   This
decline  is  primarily  due  to the decline  in  new  residential
mortgage  loans originated during the first quarter  of  2000  as
compared  to  1999 as discussed above.  FPMC earns interest  from
the  date the mortgage loan is closed until the date the mortgage
loan is sold to investors.

Salaries  and  related expenses decreased to $1,025,197  for  the
three months ended March 31, 2000, compared to $1,036,810 for the
three months ended March 31, 1999. This decrease is primarily due
to a reduction in the amount of commission expense as a result of
decreased  loan origination volumes during the first  quarter  of
2000 compared to the first quarter of 1999.



<PAGE>

For  the  quarter ended March 31, 2000, interest expense amounted
to  $159,505  compared to $254,085 for the same period  in  1999.
The  significant  decrease in interest expense  for  the  quarter
ended March 31, 2000 is primarily due to decreased utilization of
the   Company's  loan  participation  agreement.   As  previously
discussed,  the  volume of new residential loan originations  for
the  quarter ended March 31, 2000 decreased by approximately  26%
over the comparable period in 1999.

During the quarter ended March 31, 2000, the provision for losses
under  servicing agreements was ($34,000) resulting in a  balance
in  the reserve for losses under servicing agreements of $237,603
at  March  31, 2000.  For the quarter ended March 31,  1999,  the
Company  had  a  negative  provision for losses  under  servicing
agreements  of  ($95,000) which resulted  in  a  balance  in  the
reserve  for  losses under servicing agreements  of  $412,761  at
March  31,  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 exposure to losses attributable  to
the servicing agreements continues to decline.

The  minority interest in the net loss of Key Group  amounted  to
$184,072 for the quarter ended March 31, 2000 compared to $34,599
for  the  quarter  ended March 31, 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  $207,037 and $38,915 for the quarter ended March  31,
2000 and 1999, respectively.

The  consolidated statements of income for the three months ended
March  31,  2000  reflect equity in net income of  affiliates  of
$13,376  compared to a net loss of ($2,048) for the three  months
ended March 31, 1999.

Other  comprehensive income consists of unrealized holding  gains
(losses) on marketable investment securities net of income taxes.
For  the quarter ended March 31, 2000, unrealized holding  losses
amounted  to  ($9,967) compared to unrealized  holding  gains  of
$52,393 for the quarter ended March 31, 1999.

Financial Condition
-------------------

At  March  31,  2000, the Company's total assets were  $6,408,063
compared  to  $7,451,068  at March 31,  1999.   Included  in  the
Company's total assets are the assets of Key Group which amounted
to  $3,679,983  and  $4,761,647  at  March  31,  2000  and  1999,
respectively.   The Key Group assets at March 31, 2000  consisted
primarily  of  cash  and cash equivalents of  $557,596,  mortgage
loans  of  $697,175,  property and equipment  of  $1,103,836  and
accounts  receivable,  prepaid  expenses  and  other  assets   of
$1,321,376.  The minority interest in the net assets of Key Group
at  March  31, 2000 amounted to $1,481,580 compared to $1,911,083
at March 31, 1999.



<PAGE>

On  consolidated  basis,  cash  and cash  equivalents  (including
restricted  cash)  were $1,171,791 at March 31,  2000.   Included
therein  was cash and cash equivalents for Key Group of  $557,596
and Apex Lloyds Insurance Company of $594,015.  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  expires  August 31, 2000. This agreement includes  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 May 31, 2000. Management expects to either obtain
extended  waivers under its current agreement, obtain a  revision
to the agreement which could result in eliminating the violation,
or possibly seek 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,  however,  the ability to provide adequate funding  sources
for   its  financing  of  operations  has  a  direct  impact   on
maintaining the level of operations.

Year 2000
----------

The Company, its subsidiaries, and to its knowledge the Company's
third party suppliers did not experience any significant problems
associated  with information systems and other technology  during
the  transition  to the Year 2000 and 2000 Leap Year.  Throughout
the  year  2000,  the  Company continues to  assess  and  monitor
potential   effects  of  possible  Year  2000  related  problems;
however,  as  a  result  of  the work performed  previously,  the
Company  does  not currently foresee any problems in  this  area.
There can be no assurance that such problems, if they occur, will
not  have  a  materially  adverse  effect  on  the  Company,  its
financial conditions, or results of operations.

               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 March 31, 2000.





<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   May  15, 2000                    /s/   David W. Mann
                                              David W. Mann
                                              President
                                              Duly Authorized Officer and
                                              Principal Financial Officer


Date   May  15, 2000                     /s/  Annie Laurie Miller
                                              Annie Laurie Miller
                                              Executive Vice President and
                                              Principal Accounting Officer








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