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):
August 6, 1999
FIRST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 0-16759 35-1546989
(State of Incorporation) Commission File Number IRS Employer
Identification
Number
One First Financial Plaza, Terre Haute, Indiana 47807
(Address of Principal Executive Offices)
812-238-6000
(Registrant's Telephone Number) <PAGE>
Item 4. Changes in Registrant s Certifying Accountant
Registrant has appointed Crowe, Chizek and Company LLP
(Crowe Chizek), Indianapolis, Indiana, as its independent
accountants for the year ending December 31, 1999. This is a
change in principal accountants approved by the Registrant's
Examining and Trust Audit Committee. Crowe and Chizek was engaged
by the registrant on August 6, 1999,and PricewaterhouseCoopers
LLP(PWC) was dismissed on August 6, 1999.
The audit reports of PWC on the registrant s consolidated
financial statements as of and for the years ended December 31,
1998 and 1997 did not contain an adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principle. During 1998 and 1997 and the
subsequent period through August 6, 1999 (date of dismissal),
there were no disagreements between the registrant and PWC on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of PWC, would have caused PWC to
make reference to the subject matter of the disagreement in
connection with its audit report. Moreover, none of the events
listed in Item 304 (a)(1)(v) of Regulation 8-K occurred during
1998 or 1997 or the subsequent period through August 6, 1999. A
letter from PWC accompanies this filing as Exhibit 16.
Exhibit 16: A letter from PricewaterhouseCooper LLP
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
We have read the statements made by First Financial Corporation
(copy attached), which we understand were filed with the
Commission, pursuant to Item 4 of Form 8-K, as part of the
Company's Form 8-K report dated August 6, 1999. We agree with the
statements concerning our Firm in such Form 8-K.
/s/ PricewaterhouseCoopers LLP
Indianapolis, Indiana
August 13, 1999 <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
FIRST FINANCIAL CORPORATION
DATED: August 6, 1999 BY: (Signature)
Donald E. Smith,President <PAGE>
