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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-Q/A

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

                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 OR

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

                         COMMISSION FILE NUMBER 0-26500

                        FIRSTCITY FINANCIAL CORPORATION
             (Exact name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                        <C>
                DELAWARE                                  76-0243729
     (State or Other Jurisdiction of                   (I.R.S. Employer
     Incorporation or Organization)                   Identification No.)
      6400 IMPERIAL DRIVE, WACO, TX                          76712
(Address of Principal Executive Offices)                  (Zip Code)
                                   (254) 751-1750
                (Registrant's Telephone Number, Including Area Code)
</TABLE>

     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 by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes [X]  No [ ]

     The number of shares of common stock, par value $.01 per share, outstanding
at August 13, 1999 was 8,314,239.

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The last sentence of the eleventh paragraph the Second Quarter 1999 Compared to
Second Quarter 1998 section of Item 2. Management's Discussion and analysis is
changed from:

     Increases in data processing, communication and other expenses in 1999
     resulted from $9.1 million for the write down of assets deemed to be
     uncollectible and reserves for potential losses on assets and $8.1 million
     of one-time charges relating to the closing of retail offices.

to:

     Increases in data processing, communication and other expenses in 1999
     resulted from $9.1 million for the write down of assets deemed to be
     uncollectible and reserves for potential losses on assets and other
     increases resulting from the opening or acquisition of several new offices
     in 1998.

The last sentence of the ninth paragraph the Six Months Ended June 30, 1999
Compared to Six Months Ended June 30, 1998 section of Item 2. Management's
Discussion and analysis is changed from:

     Increases in data processing, communication and other expenses in 1999
     resulted from $9.1 million for the write down of assets deemed to be
     uncollectible and reserves for potential losses on assets and $8.1 million
     of one-time charges relating to the closing of retail offices.

to:

     Increases in data processing, communication and other expenses in 1999
     resulted from $9.1 million for the write down of assets deemed to be
     uncollectible and reserves for potential losses on assets and other
     increases resulting from the opening or acquisition of several new offices
     in 1998.
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                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            FIRSTCITY FINANCIAL CORPORATION

                                            By     /s/ JAMES T. SARTAIN
                                             -----------------------------------
                                            Name: James T. Sartain
                                            Title:  President and Chief
                                                    Operating
                                                Officer and Director
                                                (Duly authorized officer of the
                                                Registrant)

                                            By      /s/ GARY H. MILLER
                                             -----------------------------------
                                            Name: Gary H. Miller
                                            Title:  Senior Vice President and
                                                    Chief
                                                Financial Officer
                                                (Duly authorized officer and
                                                principal financial officer
                                                of the Registrant)

                                            By      /s/ JAMES B. BAKER
                                             -----------------------------------
                                            Name: James B. Baker
                                            Title:  Vice President and
                                                    Controller
                                                (Duly authorized officer and
                                                principal accounting officer
                                                of the Registrant)

Dated: August 16, 1999