FIRST FINANCIAL BANKSHARES INC
8-K, 1998-08-03
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):         Commission File Number
         July 27, 1998                                            0-7674


                        FIRST FINANCIAL BANKSHARES, INC.
             (Exact Name of Registrant as Specified in its Charter)


            Texas                                                75-0944023
(State of Incorporation)                                      (I.R.S. Employer
                                                             Identification No.)


                      400 Pine Street, Abilene, Texas 79601
                   (Address of Executive Offices and Zip Code)

                  Registrant's Telephone Number (915) 627-7155




<PAGE>


ITEM 5.  Other Events.

         On July 27, 1998,  First  Financial  Bankshares,  Inc. (the  "Company")
executed a Letter of Intent with  Cleburne  State Bank ("CSB") to acquire all of
the  issued and  outstanding  shares of the common  stock of CSB.  The  proposed
acquisition is subject to negotiation,  preparation and approval of a definitive
written Stock Exchange Agreement between the Company and CSB. Acquisition of CSB
by the Company is additionally subject to the approval by the Board of Governors
of  the  Federal   Reserve  System  and  other  federal  and  state   regulatory
authorities.  Following  execution of a definitive Stock Exchange  Agreement and
approval by  appropriate  regulatory  authorities,  it is  anticipated  that the
Company would, pursuant to a Prospectus and upon or following the effective date
of a  Registration  Statement  to be filed  with  the  Securities  and  Exchange
Commission,  offer  to  exchange  1.75  shares  of its  common  stock  for  each
outstanding share of CSB common stock. Completion of the anticipated transaction
could reasonably be expected prior to year end, and thereafter it is anticipated
that CSB would  merge  into the  Company's  affiliate,  First  National  Bank in
Cleburne.

         CSB is a state chartered banking association chartered in 1980. CSB has
total assets of $83,000,000 and deposits of  $76,000,000,  and operates two full
service  locations,  one in  Cleburne,  Texas and a branch  in nearby  Alvarado,
Texas. The Company's affiliated bank in Cleburne,  Texas, First National Bank in
Cleburne,  has total assets of $100,000,000 and operates  locations in Cleburne,
Texas and Burleson, Texas.


                                   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 hereunto duly authorized.

                                              FIRST FINANCIAL BANKSHARES, INC.
                                                        (Registrant)



DATE: August 3, 1998                       By:  /S/ CURTIS R. HARVEY
                                                -------------------------------
                                                CURTIS R. HARVEY
                                                Executive Vice President and
                                                Chief Financial Officer



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