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


                              FORM 10-Q


[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended   March 31, 1999


                                   OR


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

         For the transition period from ______________ to ______________



                     Commission File Number  1-13842 



                  Texarkana First Financial Corporation                
_______________________________________________________________________
          (Exact name of registrant as specified in its charter)


               Texas                                 71-0771419        
_________________________________              ________________________
 (State or other jurisdiction of                (I.R.S. Employer       
  incorporation or organization)                 Identification Number)


        3rd & Olive Streets
        Texarkana, Arkansas                             71854          
_________________________________________      ________________________
 (Address of principal executive office)               (Zip Code)      


                            (870) 773-1103                             
_______________________________________________________________________
          (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period 
that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days. Yes _X_ No ___

Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date.  As of 
March 31, 1999, there were issued and outstanding 1,588,592 shares of the 
Registrant's Common Stock, par value $0.01 per share.

<PAGE>

                  TEXARKANA FIRST FINANCIAL CORPORATION





                             TABLE OF CONTENTS




                                                                    Page

Part I.   Financial Information

Item 1.   Consolidated Financial Statements:

          Consolidated Statements of Financial Condition as of 
          March 31, 1999 (unaudited) and September 30, 1998            1

          Consolidated Statements of Income for the three and 
          six months ended March 31, 1999 and 1998 (unaudited)         2

          Consolidated Statements of Cash Flows for the six months
          ended March 31, 1999 and 1998 (unaudited)                    3

          Notes to Unaudited Consolidated Financial Statements         5

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                    6



Part II.  Other Information

Item 1.   Legal Proceedings                                           14
Item 2.   Changes in Securities                                       14
Item 3.   Defaults Upon Senior Securities                             14
Item 4.   Submission of Matters to a Vote of Security Holders         14
Item 5.   Other Information                                           14
Item 6.   Exhibits and Reports on Form 8-K                            14
          Signatures                                                  15


















<PAGE>
                  TEXARKANA FIRST FINANCIAL CORPORATION
                             AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                             (In Thousands)

                                                   Unaudited
                                                    March 31,   September 30,
                                                      1999           1998    
ASSETS
Cash and cash equivalents
   Cash & due from banks........................... $  2,142       $  2,341
   Interest bearing deposits in other banks........       93            249
   Federal funds sold..............................      735             45
                                                    ________       ________ 
      Total cash and cash equivalents..............    2,970          2,635

Investment securities available-for-sale...........   28,852         25,651
Mortgage-backed securities held-to-maturity........      663            849
Federal Home Loan Bank stock.......................    1,219          1,185
Loans receivable, net of unearned income...........  155,306        155,781
Allowance for loan losses..........................   (1,002)        (1,003)
Accrued interest receivable........................    1,273          1,331
Foreclosed real estate, net........................       36             56
Premises and equipment, net........................    2,414          2,387
Other assets.......................................      675            579
                                                    ________       ________ 
   Total assets.................................... $192,406       $189,451
                                                    ========       ======== 


LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits........................................... $153,421       $151,955
Advances from borrowers for taxes & insurance......    1,203          2,070
Borrowed funds.....................................   10,000          6,600
Accrued federal income tax.........................      360            330
Accrued state income tax...........................      150            194
Accrued expenses and other liabilities.............      631            886
                                                    ________       ________ 
   Total liabilities...............................  165,765        162,035
                                                    ________       ________ 
Commitments and contingencies......................      - -            - -
                                                    ________       ________ 
Common stock, $0.01 par value; 
   15,000,000 shares authorized;
   1,983,750 shares issued.........................       20             20
Additional paid-in capital.........................   13,683         13,627
Common stock acquired by stock benefit plans.......   (1,553)        (1,831)
Treasury stock, at cost, 395,158 shares and
   307,758 shares September 30, 1998...............   (8,027)        (5,996)
Retained earnings-substantially restricted.........   22,571         21,469
Accumulated other comprehensive income.............      (53)           127
                                                    ________       ________ 
      Total stockholders' equity...................   26,641         27,416
                                                    ________       ________ 
      Total liabilities and stockholders' equity... $192,406       $189,451
                                                    ========       ======== 


The accompanying notes are an integral part of this statement.

                                 Page 1
<PAGE>

                  TEXARKANA FIRST FINANCIAL CORPORATION
                             AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF INCOME
                  (In Thousands, Except Per Share Data)
                              (Unaudited)

                                                  Three Months     Six Months 
                                                      Ended          Ended    
                                                    March 31,      March 31,  
                                                   1999   1998    1999   1998 
Interest Income
   Loans
      First mortgage loans...................... $2,833 $2,838  $5,756 $5,672
      Consumer and other loans..................    356    335     721    665
   Investment securities........................    367    322     700    623
   Mortgage-backed and related securities.......    103    146     224    275
                                                 ______ ______  ______ ______
      Total Interest Income.....................  3,659  3,641   7,401  7,235
                                                 ______ ______  ______ ______
Interest Expense
   Deposits.....................................  1,860  1,841   3,783  3,678
   Borrowed funds...............................    107     89     223    175
                                                 ______ ______  ______ ______
      Total Interest Expense....................  1,967  1,930   4,006  3,853
                                                 ______ ______  ______ ______
      Net Interest Income.......................  1,692  1,711   3,395  3,382
   Provision for loan losses....................    - -    - -     - -    - -
                                                 ______ ______  ______ ______
      Net Interest Income After Provision.......  1,692  1,711   3,395  3,382
                                                 ______ ______  ______ ______
Noninterest Income
   Gain on sale of investments, net.............    - -    - -      10    - -
   Gain on sale of loans, net...................     37     91     111    165
   Loan origination and commitment fees.........     97    106     215    192
   Other........................................    142    128     280    224
                                                 ______ ______  ______ ______
      Total Noninterest Income..................    276    325     616    581
                                                 ______ ______  ______ ______
Noninterest Expense
   Compensation and benefits....................    540    535   1,092  1,046
   Occupancy and equipment......................     58     51     114    105
   SAIF deposit insurance premium...............     23     23      45     45
   Other........................................    150    142     283    286
                                                 ______ ______  ______ ______
      Total Noninterest Expense.................    771    751   1,534  1,482
                                                 ______ ______  ______ ______
Income Before Income Taxes......................  1,197  1,285   2,477  2,481
Income tax expense..............................    405    477     864    917
                                                 ______ ______  ______ ______
Net Income...................................... $  792 $  808  $1,613 $1,564
                                                 ====== ======  ====== ======
Other comprehensive income, net of tax:
   Unrealized gain (loss) on securities.........    (92)   (14)   (174)    (3)
   Reclassification of gain 
      included in net income....................    - -    - -      (6)   - -
                                                 ______ ______  ______ ______
Comprehensive income............................ $  700 $  794  $1,433 $1,561
                                                 ====== ======  ====== ======

   Earnings per common share - basic............ $0.523 $0.494  $1.060 $0.953
   Earnings per common share - diluted.......... $0.502 $0.470  $1.016 $0.909
   Weighted average shares - basic..............  1,512  1,634   1,522  1,640
   Weighted average shares - diluted............  1,578  1,717   1,588  1,720

The accompanying notes are an integral part of this statement.

                                 Page 2
<PAGE>
                  TEXARKANA FIRST FINANCIAL CORPORATION
                             AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (In Thousands)
                               (Unaudited)

                                                                 Six Months
                                                               Ended March 31,
                                                               1999      1998
Cash Flows From Operating Activities:
   Interest and dividends received.......................... $7,439    $7,177
   Miscellaneous income received............................    604       576
   Interest paid............................................ (1,407)   (1,385)
   Cash paid to suppliers and employees..................... (1,564)   (1,230)
   Cash from loans sold.....................................  7,028     7,890
   Cash paid for loans originated to sell................... (6,753)   (5,165)
   Income taxes paid........................................   (877)     (866)
                                                             ______    ______
      Net Cash Provided By Operating Activities.............  4,470     6,997
                                                             ______    ______

Cash Flows From Investing Activities:
   Proceeds from call and maturity of investment securities.  5,600     8,605
   Proceeds from sale of securities available for sale......    - -       - -
   Purchases of investment securities available for sale....(10,370)  (10,146)
   Purchases of mortgage-backed securities..................    - -    (2,841)
   Collection of principal on mortgage-backed securities....  1,472       899
   Purchase of fixed assets.................................    (81)     (102)
   Net (increase) decrease in loans.........................    531    (2,229)
   Cash paid for REO held for resale........................     (9)      (17)
   Proceeds from sale of REO and other REO recoveries.......      1        64
                                                             ______    ______
      Net Cash Provided (Used) By Investing Activities...... (2,856)   (5,767)
                                                             ______    ______

Cash Flows From Financing Activities:
   Net increase (decrease) in savings,
      demand deposits, and certificates of deposit.......... (1,116)    2,668
   Net increase (decrease) in escrow funds..................   (866)     (793)
   Net increase (decrease) in funds borrowed................  3,400     1,033
   Purchase of treasury stock............................... (2,218)     (730)
   Stock options exercised..................................     48         8
   Cash dividends paid on common stock......................   (527)     (497)
                                                             ______    ______
      Net Cash (Used) By Financing Activities............... (1,279)    1,689
                                                             ______    ______

      Net Increase (Decrease) In Cash and Cash Equivalents..    335     2,919
                                                             ______    ______
Cash and Cash Equivalents, beginning of period..............  2,635     6,053
                                                             ______    ______
Cash and Cash Equivalents, end of period.................... $2,970    $8,972
                                                             ======    ======

The accompanying notes are an integral part of this statement.

                                 Page 3
<PAGE>
                  TEXARKANA FIRST FINANCIAL CORPORATION


              SUPPLEMENTAL INFORMATION CONCERNING CASH FLOWS

                                                                 Six Months
                                                               Ended March 31,
                                                               1999      1998
Reconciliation of net income to cash provided
      by operating activities:
Net income.................................................. $1,613    $1,564
                                                             ______    ______

Adjustments to reconcile net income to cash provided
      by operating activities:
   Depreciation.............................................     54        52
   Amortization of discounts and premiums...................     35        15
   Amortization of deferred loan fees.......................    (19)      (20)
   Amortization of common stock acquired by benefit plans...    274       300
   (Gain) loss on sales of real estate owned................    (12)        5
   (Gain) loss on sales of securities available for sale....    (10)      - -
   Interest expense credited to saving accounts.............  2,581     2,502
   Dividend and interest income added to investments........    (60)      (58)
   Loan fees deferred.......................................     24        22
Changes in assets and liabilities:
   (Increase) decrease in interest receivable...............     57       (20)
   Increase (decrease) in accrued interest payable..........     18       (34)
   Increase (decrease) in income tax payable................    (13)       51
   Net increase (decrease) in other receivables and payables    (72)    2,618
                                                             ______    ______
      Total adjustments.....................................  2,857     5,433
                                                             ______    ______

Net cash provided by operations............................. $4,470    $6,997
                                                             ======    ======




Supplemental schedule of noncash investing
   and financing activities:
      FHLB stock dividends not redeemed..................... $   33    $   34
      Acquisition of real estate in settlement of loans.....     40        70
      Loans made to finance sale of REO.....................     79        76

















                                 Page 4
<PAGE>
                  TEXARKANA FIRST FINANCIAL CORPORATION


           Notes to Unaudited Consolidated Financial Statements


Basis of Presentation

Texarkana First Financial Corporation (the "Company") was incorporated 
in March 1995 under Texas law for the purpose of acquiring all of the capital 
stock issued by First Federal Savings and Loan Association of Texarkana (the 
"Association") in connection with the Association's conversion from a 
federally chartered mutual savings and loan association to a stock savings and 
loan association (the "Conversion").  The Conversion was consummated on July 
7, 1995 and, as a result, the Company became a unitary savings and loan 
holding company for the Association.  Prior to the Conversion, the Company had 
no material assets or liabilities and engaged in no business activity.  
Subsequent to the acquisition of the Association, the Company has engaged in 
no significant activity other than holding the stock of the Association and 
engaging in certain passive investment activities.

The accompanying unaudited consolidated financial statements of the Company 
have been prepared in accordance with instructions to Form 10-Q.  Accordingly, 
they do not include all of the information and footnotes required by generally 
accepted accounting principles for complete financial statements.  However, 
such information reflects all adjustments (consisting solely of normal 
recurring adjustments) which are, in the opinion of management, necessary for 
a fair statement of results for the interim periods. 

The results of operations for the three and six months ended March 31, 1999 
are not necessarily indicative of the results to be expected for the year 
ending September 30, 1999.  Although net income was fairly consistent for the 
first two quarters, earnings for the full fiscal year will be impacted by the 
repurchase of Company stock and various economic conditions.  The unaudited 
consolidated financial statements and notes thereto should be read in 
conjunction with the audited financial statements and notes thereto for the 
year ended September 30, 1998, contained in the Company's annual report to 
stockholders.


Earnings Per Share

Basic earnings per share is computed on the basis of the weighted-average 
number of shares of common stock outstanding.  Stock options outstanding are 
included in the calculation of fully diluted earnings per share.  Shares 
acquired by the ESOP are accounted for in accordance with Statement of 
Position 93-6 and are not included in the weighted-average shares outstanding 
until the shares are committed to be released for allocation to ESOP 
participants.











                                 Page 5
<PAGE>
                  TEXARKANA FIRST FINANCIAL CORPORATION


                  MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Financial Condition 

At March 31, 1999, the Company's assets amounted to $192.4 million as compared 
to $189.4 million at September 30, 1998, a $3.0 million (1.6%) increase.  
Investments increased $3.0 million (11.0%), cash and cash equivalents 
increased $.3 million (12.7%) and loans, net of unearned income decreased $.5 
million (.3%).

Asset quality remains strong with a ratio of nonperforming assets to total 
assets of .43% and .18% as of March 31, 1999 and September 30, 1998, 
respectively, and a ratio of nonperforming loans and debt restructurings to 
total loans of .51% and .19%, respectively.  The ratio of allowance for loan 
losses to total loans was .65% at March 31, 1999 and .64% at September 30, 
1998.

Liabilities increased $3.7 million (2.3%) to $165.7 million at March 31, 1999 
compared to $162.0 million at September 30, 1998.  Deposits increased $1.5 
million (1.0%) primarily in savings and interest bearing transaction accounts 
and borrowers' escrow balances decreased $.9 million (41.9%) (property tax 
payments are made in the first two quarters of the fiscal year).  Borrowed 
funds increased $3.4 million (51.5%).  In September and October of 1998, 
borrowed funds were converted from 30 day Federal Home Loan Bank (FHLB) 
advances to FHLB notes with various maturities and call provisions.  Prior to 
the conversion to FHLB notes, the FHLB advance rate was 5.49%.  At March 31, 
1999, the average rate of the FHLB notes was 4.28%.

Stockholders' equity amounted to $26.6 million (13.8% of total assets) at 
March 31, 1999 compared to $27.4 million (14.5% of total assets) at September 
30, 1998.  The retained earnings balance reflects the $1,613,000 net income 
from operations, less dividends declared.  The treasury stock balance reflects 
the net increase of 87,400 shares of common stock, including 3,400 shares of 
exercised options.  Accumulated other comprehensive income decreased $.2 
million, reflecting the decline in the fair market value of available for sale 
investments.


Comparison of Results of Operations for the Three Month and Six Month Periods 
Ended March 31, 1999 and 1998

General.
For the three months ended March 31, 1999 compared to the same period ended 
March 31, 1998, earnings per share and return on average equity were higher 
while net income and return on average assets were lower.

                                 Page 6
<PAGE>
For the six months ended March 31, 1999 compared to the same period ended 
March 31, 1998, net income, earnings per share and return on average equity 
were higher while return on average assets was lower.

For the three month and six month periods ended March 31, 1999, decreases in 
average equity, resulting from the purchase of additional shares of common 
stock to be held as treasury shares, contributed to the increases in the 
return on average equity and earnings per share.  Total average earning assets 
and total average interest bearing liabilities were both higher.  Lower rates 
on earning assets (investments and loans) were partially offset by lower rates 
on interest bearing liabilities (deposits and borrowed funds).

For the three most recent quarters ended March 31, 1999, December 31, 1998 and 
September 30, 1998, respectively, the yield on total average earning assets 
was 7.88%, 7.92% and 7.99%; the rate on total average interest bearing 
liabilities was 4.92%, 5.03% and 5.14%; the interest rate spread was 2.96%, 
2.89% and 2.85%; and, the net interest margin was 3.65%, 3.60% and 3.62%.

For the three months ended March 31, 1999, net income was $792,000 compared to 
$808,000 for the same period ended March 31, 1998.  The decrease of $16,000 
(2.0%) in net income was due to a decrease of $19,000 in net interest income 
and an increase of $69,000 in net noninterest expense, both of which were 
partially offset by a decrease of $72,000 in income tax expense of which 
$42,000 was a tax benefit for the vested value in excess of the award value 
for Management Recognition Plan shares which vested in January and February of 
1999.

For the three months ended March 31, 1999 and March 31, 1998, basic earnings 
per share was $.52 and $.49, respectively (diluted EPS of $.50 and $.47, 
respectively).  Return on average assets (ROA) was 1.64% and 1.78%, 
respectively, return on average equity (ROE) was 11.80% and 11.78%, 
respectively, and the operating efficiency ratio was 39.2% and 36.9%, 
respectively.

For the six months ended March 31, 1999, net income was $1,613,000 compared to 
$1,564,000 for the same period ended March 31, 1998.  The increase of $49,000 
(3.1%) in net income was due to an increase of $13,000 in net interest income 
and a decrease of $53,000 in income tax expense, which were partially offset 
by an increase of $17,000 in net noninterest expense.

For the six months ended March 31, 1999 and March 31, 1998, basic earnings per 
share was $1.06 and $.95, respectively (diluted EPS of $1.02 and $.91, 
respectively).  Return on average assets (ROA) was 1.66% and 1.72%, 
respectively, return on average equity (ROE) was 11.90% and 11.32%, 
respectively, and the operating efficiency ratio was 38.2% and 37.4%, 
respectively.

                                 Page 7
<PAGE>

Net Interest Income.
For the three months ended March 31, 1999, net interest income decreased 
$19,000 (1.1%) compared to the same period in 1998.  The decrease was due to 
an increase of $37,000 (1.9%) in interest expense, partially offset by an 
increase of $18,000 (.5%) in interest income.  For the second quarter of 
fiscal 1999 compared to the second quarter of fiscal 1998, the net interest 
margin was 3.65% and 3.87%, respectively, and the net interest spread was 
2.96% and 3.07%, respectively.

For the six months ended March 31, 1999, net interest income increased $13,000 
(.4%) compared to the same period in 1998.  The increase was due to an 
increase of $166,000 (2.3%) in interest income, partially offset by an 
increase of $153,000 (4.0%) in interest expense.  For the six month period of 
fiscal 1999 compared to the same period of fiscal 1998, the net interest 
margin was 3.62% and 3.82%, respectively, and the net interest spread was 
2.93% and 3.03%, respectively.

Interest Income.
For the three months ended March 31, 1999, interest income increased $18,000 
(.5%) compared to the same period in 1998.  The increase was the result of 
higher average balances partially offset by lower rates.  Average earning 
assets increased to $188.2 million from $179.4 million and the average yield 
declined to 7.88% from 8.23%.

For the six months ended March 31, 1999, interest income increased $166,000 
(2.3%) compared to the same period in 1998.  The increase was the result of 
higher average balances partially offset by lower rates.  Average earning 
assets increased to $187.9 million from $177.5 million and the average yield 
declined to 7.90% from 8.17%.

Interest Expense.
For the three months ended March 31, 1999, interest expense increased $37,000 
(1.9%) compared to the same period in 1998.  The increase was the result of 
higher average balances partially offset by lower rates.  Average interest 
bearing liabilities increased to $162.2 million from $151.8 million and the 
average rate declined to 4.92% from 5.16%.

For the six months ended March 31, 1999, interest expense increased $153,000 
(4.0%) compared to the same period in 1998.  The increase was the result of 
higher average balances partially offset by lower rates.  Average interest 
bearing liabilities increased to $161.6 million from $150.2 million and the 
average rate declined to 4.97% from 5.15%.

Provision for Loan Losses.
No provisions were made for loan losses during the six months ended March 31, 
1999.  No charge has been made to provision for loan losses since March 1995.  
During this time, asset quality remained favorable with a ratio of 
nonperforming loans to total loans of .51% at March 31, 1999, .19% at 
September 30, 1998 and .19% at September 30, 1997.

At March 31, 1999 and September 30, 1998, the balance of the allowance for 
loan losses was $1.0 million and $1.0 million, respectively.  The ratio of the 
allowance for loan losses to nonperforming loans was 126.20% and 342.32%, 
respectively, and the ratio of the allowance for loan losses to total loans 
was .65% and .64%, respectively.  Management believes that the current 
allowance for loan losses is adequate based upon prior loss experience, the 
volume and type of lending conducted by the Association, industry standards, 
past due loans and the current economic conditions in the market area.

                                 Page 8
<PAGE>
Noninterest Income.
For the three months ended March 31, 1999, noninterest income decreased 
$49,000 (15.1%) compared to the same period in 1998.  The decrease was 
primarily due to decreases of $54,000 in net gain on sale of loans and $9,000 
in loan origination fees, which were partially offset by an increase of 
$14,000 in other noninterest income (primarily service charges and loan 
servicing fees).

For the six months ended March 31, 1999, noninterest income increased $35,000 
(6.0%) compared to the same period in 1998.  The increase was primarily due to 
increases of $56,000 in other noninterest income and $23,000 in loan 
origination fees, which were partially offset by a decrease of $54,000 in net 
gain on sale of loans.  The increase in other noninterest income consisted 
primarily of increases of $36,000 in service charges, $10,000 in loan 
servicing fees and $7,000 in net gain on sale of repossessed assets.  Although 
the number and amount of mortgage loans originated and sold during the two 
periods was approximately equal, the net gain on sale of loans was lower for 
the most recent six month period.

Noninterest Expense.
For the three months ended March 31, 1999, noninterest expense increased 
$20,000 (2.7%) compared to the same period in 1998.  The increase was 
primarily due to increases of $5,000 in compensation and benefits, $7,000 in 
occupancy and equipment and $8,000 in other noninterest expense.

For the six months ended March 31, 1999, noninterest expense increased $52,000 
(3.5%) compared to the same period in 1998.  The increase was primarily due to 
increases of $46,000 in compensation and benefits and $9,000 in occupancy and 
equipment, which were partially offset by a decrease of $3,000 in other 
noninterest expense.


Liquidity and Capital Resources

The Company's assets consist primarily of cash and cash equivalents and the 
shares of the Association's common stock.  The Association's deposit retention 
and growth has remained steady.  The ratio of loans to deposits was 101.2% at 
March 31, 1999 and 102.5% at September 30, 1998.  From September 30, 1998 to 
March 31, 1999, investments available for sale increased $3.2 million (12.5%) 
and cash and cash equivalents increased $.3 million (12.7%).  Liquidity 
remains adequate for current operating needs.  At March 31, 1999, the 
Association's liquidity ratio was 14.6% compared to the required regulatory 
minimum of 4.0%.

The Company's and the Association's regulatory capital remains well in excess 
of all applicable regulatory requirements.  At March 31, 1999, the Company's 
tier 1 leverage, tier 1 risk-based and total risk-based capital ratios were 
13.87%, 23.09% and 23.65%, respectively, and the Association's tier 1 
leverage, tier 1 risk-based and total risk-based capital ratios were 13.67%, 
22.80% and 23.36%, respectively.  Pursuant to FDICIA and OTS regulations, an 
institution is deemed to be "adequately capitalized" with capital ratios equal 
to or above 4.0%, 4.0% and 8.0%, respectively, and "well capitalized" with 
capital ratios equal to or above 5.0%, 6.0% and 10.0%, respectively.

                                 Page 9
<PAGE>

Asset/Liability Management and Interest Rate Risk

The objective of asset/liability management is to maximize net interest margin 
within an acceptable level of interest rate risk.

Net interest income is the primary component of net income and interest rate 
risk is a significant exposure.  Interest rate risk can be defined as the 
amount of forecasted net interest income that may be gained or lost due to 
favorable or unfavorable movements in interest rates.

In order to minimize the potential for adverse effects of material and 
prolonged changes in interest rates on the Company's results of operations, 
management has implemented and continues to monitor asset and liability 
policies to better match the maturities and repricing terms of rate-sensitive 
assets and rate-sensitive liabilities.  Management also monitors and 
evaluates, on a quarterly basis, the potential impact of interest rate changes 
upon the Company's net portfolio value and net interest income.

The ability to maximize net interest income is largely dependent upon the 
achievement of a positive interest rate margin that can be sustained during 
fluctuations in prevailing interest rates.  Interest rate sensitivity is a 
measure of the difference between amounts of rate-sensitive assets and rate-
sensitive liabilities which either reprice or mature within a given period of 
time.  The difference, or the interest rate repricing "gap", provides an 
indication of the extent to which an institution's interest rate margin will 
be affected by changes in interest rates.  A gap is considered positive when 
the amount of rate-sensitive assets exceeds the amount of rate-sensitive 
liabilities, and is considered negative when the amount of rate-sensitive 
liabilities exceeds the amount of rate-sensitive assets.  During a period of 
rising interest rates, a negative gap would cause a decrease in net interest 
income, while a positive gap would cause an increase in net interest income.  
During a period of declining interest rates, a negative gap would cause an 
increase in net interest income, while a positive gap would cause a decrease 
in net interest income.

At March 31, 1999, the estimated one-year gap was a negative 69.3% and the 
ratio of rate-sensitive assets to rate-sensitive liabilities maturing or 
repricing within one year was 59.1%.

At March 31, 1999, assuming instantaneous interest rate changes sustained for 
a twelve-month period, the following table presents the estimated percent of 
change in the net portfolio value and net interest income for various changes 
in interest rates (100 basis points equals 1%).  Estimates are based upon 
numerous assumptions.  Actual sensitivity to interest rate changes could vary 
significantly if actual experience differs from assumptions used in making the 
calculations.  Net portfolio value is the difference between incoming and 
outgoing discounted cash flows from assets, liabilities and off-balance sheet 
contracts, if any.

                                 Page 10
<PAGE>

                                  Percentage Change in     
           Change in          _____________________________
         Interest Rates       Net Portfolio    Net Interest
         (Basis Points)           Value           Income   
        _______________       _____________    ____________
             +200                  -3.5%           -9.9%   
             +100                  -1.2%           -5.0%   
             -100                  +1.4%           +4.7%   
             -200                  +3.4%           +9.4%   


The Year 2000 Issue

Computer systems which are unable to recognize the year 2000 could fail or 
create erroneous results by or at the year 2000 if the problem is not 
corrected.  Many existing computer programs use only two digits to identify a 
year in the date field.  Such programs, designed and developed without 
considering the impact of a change in the century, are unable to distinguish 
the year 2000 from the year 1900.  Like most financial service providers, the 
Company could be significantly affected by software and hardware both within 
the Company and with other companies with whom it electronically or 
operationally interfaces.

Management is aware of the potential problems and the costs required to 
prevent material adverse consequences.  Management has adopted a Year 2000 
Plan, approved by the Board of Directors, and has appointed a committee to 
implement the plan.  The committee has assessed the Company's exposure; 
scheduled necessary in-house hardware and software upgrades and replacements; 
initiated formal communications with all major outside vendors, suppliers, 
creditors and borrowers; scheduled testing of all operating systems; and 
provided for a contingency plan for all critical systems.

The Company's core processing systems are outsourced through a contract with a 
third party vendor.  The Company's and the vendor's Year 2000 readiness is 
reviewed and monitored by the OTS.

According to the Company's implementation schedule, hardware and software 
upgrades and replacements were to be completed by December 31, 1998, and 
validation testing of software was to be completed by March 31, 1999.  
Implementation of the Year 2000 Plan is on schedule.  In-house hardware and 
software upgrades and replacements were completed November 30, 1998.  Vendor 
software modifications are 100% completed.  The Company has participated in 
the testing process as part of a user group which has evaluated testing 
methodology and prepared its own test data along with that of other group 
members.  Initial testing was completed October 16, 1998.  Test results have 
been reviewed and final testing was completed April 12, 1999.  Test results 
were successful and all critical systems were determined to be Year 2000 
ready.  The contingency plan for all critical systems has been completed and 
approved by management and the Board of Directors.

                                 Page 11
<PAGE>
Implementation of the Year 2000 Plan involves both direct and indirect costs 
which are charged to earnings as incurred.  Direct costs include hardware and 
software upgrades and replacements, potential charges by third party software 
vendors, and resulting costs if the contingency plan for critical systems must 
be implemented.  Indirect costs principally consist of existing employee time 
related to implementation of the Year 2000 Plan.  Based on estimated costs 
within the Year 2000 Plan, such costs will not have a material impact on the 
Company's financial condition or results of operations.  The incremental costs 
associated with the Company's Year 2000 compliance were budgeted at 
approximately $35,000.  At March 31, 1999, $24,000 had been expended.


Recent Legislation

In August 1996, the Small Business Job Protection Act was signed into law.  
This act repealed the percentage method of computing the bad debt deduction 
for tax years beginning after December 31, 1995.  The state of Arkansas 
repealed the deduction effective for years beginning after January 1, 1997.  
If certain conditions apply, the Company would have to include in income 
previous bad debt deductions.  For federal tax purposes the conditions do not 
apply, and so long as the Association (the Company's subsidiary) continues to 
qualify as a thrift or a bank no repayment of the tax on prior bad debt 
deductions will be required.  Should the Association fail to qualify as a 
thrift or bank, the tax would have to be repaid ratably over a six year 
period.  The Association is currently in no jeopardy of failing to qualify as 
a thrift or bank.  The Company will have to repay tax on approximately $1.5 
million of bad debt deductions for state tax purposes.  The Company has made 
provision of $89,000 for this tax and the repayment will have no further 
effect on income.

In July, 1997, congress passed the 1997 Tax Law which contained both 
individual and business tax provisions.  Although the majority of the law's 
provisions relate to individuals, it also contains several business related 
provisions.  Business related provisions include extensions of special tax 
credits that were scheduled to expire in 1997, a new welfare-to-work tax 
credit, modification of alternative minimum tax provisions, a change in the 
net operating carryforward/carryback periods, new rules affecting IRAs and 
modifications of rules affecting tax-qualified retirement plans and certain 
other retirement savings vehicles.  The 1997 Tax Law will have no material 
impact on the Company's financial condition or results of operations.

                                 Page 12
<PAGE>

Recent Accounting Developments

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income".  
This statement establishes standards for reporting and displaying 
comprehensive income and its components (revenues, expenses, gains, and 
losses) in a full set of general-purpose financial statements.  It requires 
that all items that are required to be recognized under accounting standards 
as components of comprehensive income (including, for example, unrealized 
gains and losses on available for sale securities) be reported in a financial 
statement that is displayed with the same prominence as other financial 
statements.  It requires that an enterprise (a) classify items of other 
comprehensive income by their nature in a financial statement, and (b) display 
the accumulated balance of other comprehensive income separately from net 
worth and additional paid-in capital in the equity section of a statement of 
financial position.  SFAS No. 130 is effective for fiscal years beginning 
after December 15, 1997.  Reclassification of financial statements for earlier 
periods provided for comparative purposes is required.  Since the statement is 
disclosure related, it will have no effect on the Company's financial 
condition or results of operations.

In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of an 
Enterprise and Related Information".  This statement requires disclosures for 
each segment that are similar to those required under current standards with 
the addition of quarterly disclosure requirements and a finer partitioning of 
geographic disclosures.  It requires limited segment data on a quarterly 
basis.  It also requires geographic data by country, as opposed to broader 
geographic regions as permitted under current standards.  SFAS No. 131 is 
effective for fiscal years beginning after December 15, 1997, with earlier 
application permitted.  Since the statement is limited to additional 
disclosure, it will have no effect on the Company's financial condition or 
results of operation.

In February 1998, the FASB issued SFAS No. 132 "Employers' Disclosures about 
Pensions and Other Postretirement Benefits".  This statement revises 
employers' disclosures about pension and other postretirement benefit plans.  
It does not change the measurement or recognition of those plans.  It 
standardizes the disclosure requirements for pensions and other postretirement 
benefits to the extent practicable, requires additional information on changes 
in the benefit obligations and fair values of plan assets that will facilitate 
financial analysis, and eliminates certain disclosures that are no longer as 
useful as they were when prior FASB statements were issued.  This statement is 
effective for fiscal years beginning after December 15, 1997.  Since the 
statement is disclosure related, it will have no effect on the Company's 
financial condition or results of operations.

In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative 
Instruments and Hedging Activities".  This statement standardizes the 
accounting for derivative instruments, including certain derivative 
instruments embedded in other contracts.  Entities are required to carry all 
derivative instruments in the statement of financial position at fair value.  
The accounting for changes in the fair value (that is, gains or losses) of a 
derivative instrument depends on whether it has been designated and qualifies 
as part of a hedging relationship and, if so, on the reason for holding it.  
SFAS No. 133 is effective for financial statements issued for periods 
beginning after June 15, 1999.  Adoption of this statement is not expected to 
have a material effect on the Company's financial condition or results of 
operations.







                                 Page 13
<PAGE>
                  TEXARKANA FIRST FINANCIAL CORPORATION


                               Part II

Item 1.  Legal Proceedings
         Neither the Company nor the Association is involved in any pending 
         legal proceedings other than non-material legal proceedings occurring 
         in the ordinary course of business.

Item 2.  Changes in Securities
         None.

Item 3.  Defaults Upon Senior Securities
         None.

Item 4.  Submission of Matters to a Vote of Security Holders
         The Annual Meeting of Stockholders of the Company was held on January 
         26, 1999.  The Information required herein is incorporated by 
         reference from the Notice of Annual Meeting of Stockholders and Proxy 
         Statement dated and filed December 21, 1998.  Stockholders elected 
         all directors which were proposed for nomination and ratified the 
         appointment of Wilf & Henderson, P.C. as the Company's independent 
         auditors.

Item 5.  Other Information
         On September 1, 1998, the Company announced a plan to repurchase up 
         to 85,000 shares (5%) of outstanding common stock.  The repurchase of 
         the 85,000 shares was completed on March 3, 1999.

         On March 9, 1999, the Company announced a plan to repurchase up to 
         80,000 shares (5%) of outstanding common stock and 35,600 shares have 
         been repurchased as of March 31, 1999.  The repurchased shares will 
         be held as treasury stock and will be available for general corporate 
         purposes.

         On March 23, 1999, the Company declared a quarterly dividend in the 
         amount of $.16 per share, payable April 21, 1999 to stockholders of 
         record on April 7, 1999.

Item 6.  Exhibits and Reports on Form 8-K
         Exhibit 11 - Earnings Per Share Computation
         No reports on Form 8-K were filed during the period.

















                                 Page 14
<PAGE>



                  TEXARKANA FIRST FINANCIAL CORPORATION






                               SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized. 




                                   TEXARKANA FIRST FINANCIAL CORPORATION






                                               /s/ James W. McKinney
Date:  May 12, 1999                      By:  ______________________________
                                               James W. McKinney
                                               Chairman and CEO






                                               /s/ James L. Sangalli
Date:  May 12, 1999                      By:  ______________________________
                                               James L. Sangalli
                                               Chief Financial Officer


















                                 Page 15
<PAGE>

Form 10-Q
Exhibit 11
EARNINGS PER SHARE COMPUTATION



                                   Three Months Ended      Six Months Ended   
                                        March 31,              March 31,      
                                  _____________________  _____________________
                                     1999       1998        1999       1998   
                                  __________ __________  __________ __________


Net Income........................$  791,579 $  807,612  $1,613,020 $1,563,883
                                   =========  =========   =========  =========


Weighted average shares:
  Common shares outstanding....... 1,512,327  1,634,042   1,521,868  1,640,167
  Common stock equivalents 
    due to assumed exercise 
    of stock options..............    65,715     82,685      66,230     79,693
                                   _________  _________   _________  _________
    Common shares 
      assuming dilution........... 1,578,042  1,716,727   1,588,098  1,719,860
                                   =========  =========   =========  =========


Net income per common share:
  Basic...........................    $ .523     $ .494      $1.060     $ .953
  Assuming dilution...............    $ .502     $ .470      $1.016     $ .909







                                      E 1
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