UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
First Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
0-5559
(CUSIP Number)
David W. Mann, P.O. Box 8436, Waco, TX 76714, (254) 757-2424
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 26, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box. _____ NOT APPLICABLE.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 0-5559 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S. S. OR I. R. S. IDENTIFICATION NO. OF ABOVE PERSON
David W. Mann SS # ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
78
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
78
10. SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.04%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT NO. 10
SCHEDULE 13D
Item 1. Security and Issuer.
The class of securities to which this statement relates is the
common stock of First Financial Corporation, a Texas corporation
("First Financial") whose principal executive offices are located
at 800 Washington Avenue, Waco, Texas, 76701.
Item 2. Identity and Background.
David W. Mann is an individual whose business address is 800
Washington Avenue, Waco, Texas, 76701. Mr. Mann's principal
occupation is President of First Financial, whose address is 800
Washington Avenue, Waco, Texas, 76701; President of First
Preference Mortgage Corp., whose address is 800 Washington Avenue,
Waco, Texas, 76701; and President, Citizens State Bank, Woodville,
Texas, whose address is P. O. Box 109, Woodville, Texas, 75979.
Mr. Mann is also an officer and director of certain insurance
agencies and companies and holds positions with numerous other
entities. Mr. Mann has not during the last five years been
convicted in any criminal proceeding and has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. Mr. Mann is
a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The purpose of this amendment is to report that on December
26, 1997, David W. Mann resigned as Trustee of the David W. Mann
1990 Trust (the "Trust") and Robert A. Mann became the successor
Trustee. The Trust is the sole shareholder of FFC Holdings, Inc.
("FFCH"), which is the sole general partner of First Financial
Holdings, Ltd. ("Holdings"). Holdings owns 92,742 shares,
constituting 53.44 percent, of the outstanding common stock of
First Financial, which is voted by its general partner, FFCH.
David W. Mann previously shared with Robert A. Mann voting and
investment power with respect to the 92,742 shares of First
Financial stock owned by Holdings because he voted, as Trustee
of the Trust, the stock of FFCH. Robert A. Mann is the Chairman
of the Board, President and sole director of FFCH. As a result
of the resignation of David W. Mann and the succession of Robert
A. Mann as Trustee of the Trust, Robert A. Mann now has sole
voting and investment power with respect to said 92,742 shares of
First Financial common stock.
<PAGE>
The Trust is also the sole shareholder of Bluebonnet
Enterprises, Inc. ("BEI"), which is a general partner, along with
Robert A. Mann, of Bluebonnet Investments, Ltd. ("BIL"). BIL
owns 9,255 shares, constituting 5.33 percent, of the outstanding
common stock of First Financial. Robert A. Mann is the Chairman
of the Board, President and sole director of BEI and, thus, in
his capacity as an officer and director of BEI, exercises voting
power and investment power with respect to the 9,255 shares of
First Financial stock owned by BIL. David W. Mann previously
shared with Robert A. Mann voting and investment power with
respect to the 9,255 shares of First Financial stock owned by BIL
because he voted, as Trustee of the Trust, the stock of BEI.
However, as a result of the resignation of David W. Mann and the
succession of Robert A. Mann as Trustee of the Trust, Robert A.
Mann now has sole voting and investment power with respect to
said 9,255 shares of First Financial common stock.
Item 5. Interest in Securities of the Issuer.
David W. Mann, as the owner of one hundred percent (100%) of
the outstanding stock of Barclay, Inc., has sole voting and sole
dispositive power over the 78 shares of First Financial stock
held by Barclay, Inc. Thus, David W. Mann is the beneficial
owner of 78 shares of common stock of First Financial, or .04% of
the outstanding shares, calculated in accordance with the Rule
13d-3(d)(1).
As a result of the resignation of David W. Mann as Trustee of
the Trust on December 26, 1997, David W. Mann ceased to be the
beneficial owner, for Section 13(d) purposes, of more than five
percent of the common stock of First Financial.
Except as set forth herein, David W. Mann has not engaged in
any transactions involving the common stock of First Financial
Corporation during the last (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits
Not applicable.
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: January 27, 1998
/s/ David W. Mann
David W. Mann
