<html>

<head>

<title>Prepared by E-Services, LLC;www.edgar2.net</title>

</head>

<body>

<p><br></p>

<p align=center><b><br>UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION</b><br>
<b>Washington, D.C. 20549<br></b></p>

<p align=center><b>FORM 8-K<br></b></p>

<p align=center><b>CURRENT REPORT<br>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934<br></b></p>

<p>Date of Report (Date of earliest event reported)&nbsp; <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; July
31, 2002&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br></u></p>

<p align=center><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
First Financial
Corporation&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><br>
(Exact name of registrant as specified in its charter) <br></p>

<table border=0 cellspacing=0 cellpadding=0 width="725" style="border-collapse: collapse" bordercolor="#111111">
 <tr>
  <td width=5 valign=top>

  </td>
  <td width=194 valign=top>
  <p align=center><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Texas&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
  </td>
  <td width=145 valign=top>
  <p align=center><u>&nbsp;&nbsp;&nbsp;&nbsp;
  0-5559&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
  </td>
  <td width=279 valign=top>
  <p align=center><u>&nbsp;&nbsp;&nbsp;&nbsp;
  74-1502313&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
  </td>
 </tr>
 <tr>
  <td width=5 valign=top>

  </td>
  <td width=194 valign=top>
  <p align=center>(State or
  other jurisdiction of incorporation)</p>
  </td>
  <td width=145 valign=top>
  <p align=center>(Commission
  File Number)</p>
  </td>
  <td width=279 valign=top>
  <p align=center>(IRS
  Employer Identification No.)</p>
  </td>
 </tr>
 <tr>
  <td width=5 valign=top>

  </td>
  <td width=194 valign=top>

  </td>
  <td width=145 valign=top>

  </td>
  <td width=279 valign=top>

  </td>
 </tr>
</table>





<p>&nbsp;</p>

<table border=0 cellspacing=0 cellpadding=0 width="725" style="border-collapse: collapse" bordercolor="#111111">
 <tr>
  <td width=313 valign=top>
  <p align=center><u>&nbsp;&nbsp;&nbsp;&nbsp;
  800 Washington Avenue, Waco, Texas&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
  </td>
  <td width=311 valign=top>
  <p align=center><u>&nbsp;&nbsp;&nbsp;&nbsp;
  76701&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></p>
  </td>
 </tr>
 <tr>
  <td width=313 valign=top>
  <p align=center>(Address
  of principal executive offices)</p>
  </td>
  <td width=311 valign=top>
  <p align=center>(Zip
  Code)</p>
  </td>
 </tr>
</table>





<p>&nbsp;<br><br></p>

<p>Registrant's telephone number, including area
code&nbsp;&nbsp;&nbsp; <u>(254)
757-2424&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br><br></u></p>

<p align=center><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
N/A&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</u><br>
(Former name or former address, if changed since last report)</p>

<p>&nbsp;<br><br></p>



<hr color="#000080">



<p><b>&nbsp;</b></p>

<p><b>&nbsp;</b></p>

<p><b>Item 2.&nbsp; Acquisition
or Disposition of Assets.</b></p>



<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Prior to the transactions reported below (the
&quot;Transactions&quot;), the registrant, First Financial Corporation (the &quot;Company&quot;),
owned indirectly approximately 53% of the capital stock of First Preference
Mortgage Company (&quot;FPMC&quot;), a Texas corporation, the primary business of which
is the originating and servicing of residential mortgage loans through five
offices in Eastern Texas and one office in Georgia.&nbsp; Also prior to the Transactions, the remaining
capital stock of FPMC (approximately 47%) was owned, indirectly, by Bluebonnet
Investments, Ltd., a Texas limited partnership (&quot;Bluebonnet&quot;), which is
controlled, in part, by David W. Mann (the president and a director of the
Company) and Annie Laurie Miller (the Executive Vice President, Chief Operating
Officer and Chief Financial Officer of the Company). &nbsp;Bluebonnet is owned, indirectly, by David W.
Mann and his siblings, Mary Hyden Hunter and Allen B. Mann, each of whom is
also a director of the Company.&nbsp;
Additional information as to the ownership and control of the Company by
David W. Mann, Annie Laurie Miller and others is disclosed in the Company's
Forms 8-K dated April 4, 2001 and August 20, 2002, which information is
incorporated herein by reference.&nbsp; As a
result of the Transactions, the Company acquired all of the capital stock of
FPMC previously owned by Bluebonnet and the ownership structure of FPMC was
simplified so that currently the Company directly owns 100% of the capital
stock of FPMC.&nbsp; </p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Prior to the Transactions, (i) the Company owned, directly,
approximately 53% of Key Group, Ltd., a Texas limited partnership, and
approximately 47% of Key Group Ltd. was owned, directly, by Bluebonnet; (ii)
Key Group Ltd. owned all of the capital stock of First Preference Holdings,
Inc. (&quot;FPHI&quot;), a Texas corporation; (iii) FPHI owned all of the capital stock of&nbsp; Security Washington Avenue Corporation
(&quot;Security&quot;), a Delaware corporation; and (iv) Security owned all of the
capital stock of FPMC. </p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On or
shortly after July 31, 2002 the following Transactions occurred:</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Key Group, Ltd. was dissolved and distributed all of its assets to its
partners, as a result of which the Company received approximately 53% and
Bluebonnet received approximately 47% of the capital stock of FPHI.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Company purchased from Bluebonnet all of the capital stock of FPHI
owned by Bluebonnet (valued at approximately $478,361) in exchange for (i) the
Company's 24% limited partner interest (valued at approximately $290,699) in
Vidor, Ltd., a Texas limited partnership, the business of which consists of the
ownership and development of real estate located in eastern Texas, (ii) the
Company's 25% membership interest (valued at approximately $10,465) in Vidor
Whispering Pines, L.C., a Texas limited liability company, the business of
which consists of the ownership and development of real estate, primarily
trailer parks, located in eastern Texas, and (iii) a promissory note (the
&quot;Promissory Note&quot;) in the principal amount of $177,197 payable in full in three
years, bearing interest at 7.25% per year payable quarterly, and secured by
approximately 78.471 acres of unimprovedreal estate owned by the Company located in Robinson, Texas (the &quot;Robinson
Real Estate&quot;).&nbsp; As a result of this
purchase from Bluebonnet, the Company became the sole owner of all of the
outstanding capital stock of FPHI.&nbsp; For
purposes of determining the purchase price of the assets exchanged in these
transactions, all non-cash assets other than the Promissory Note were evaluated
at the valuations determined in recent appraisals received from independent,
expert appraisers. </p>

<p align="justify">&nbsp;</p>

<p align="center">2</p>

<hr color="#000080">

<p align="justify">&nbsp;</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Security merged with and into FPHI, after which
FPHI merged with and into FPMC, with FPMC being the surviving corporation.&nbsp; </p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Robinson Real Estate was transferred by the
Company to FPMC as a capital contribution and the Promissory Note was assumed
by FPMC.</p>

<p align="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Real estate owned by FPMC at 800 Washington
Avenue in Waco, Texas, was sold to FVI Acquisition, L.C. (&quot;FVI&quot;) for $750,000
(70% cash at closing and 30% seller financed over 3 years with interest at &frac12;%
over the Wells Fargo Bank, N.A. prime rate) and leased back by FVI to FPMC
pursuant to a triple-net lease calling for monthly rental payments&nbsp; of $9,382.00 for a primary term of
three (3) years. FVI is a Texas limited liability company the manager of which
is David W. Mann and all of the membership interests in which are owned by the
trusts for the benefit of Mr. Mann's minor children.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As a result of the Transactions, Key Group, Ltd., FPHI and
Security have been eliminated and FPMC is now wholly owned, directly, by the
Company.&nbsp; </p>



<p><b>Item 7.(B.)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pro Forma Financial Information</b></p>

<p><b>&nbsp;</b></p>

<p align="justify"><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>The following unaudited pro forma combined condensed financial
statements give effect to the July 31, 2002 acquisition of all the outstanding
capital stock of FPMC in exchange for the Company's interest in Vidor, Ltd.,
and Vidor Whispering Pines, L.C., and a note payable in the amount of $177,197.
The statements also give effect of the sale and lease back of the building&nbsp; to FVI.</p>



<p align="justify">The
pro forma combined condensed balance sheet gives effect to the acquisition as
if it had been consummated June 30, 2002. The pro forma combined condensed
income statements for the year ended December 31, 2001 and for the six months
ended June 30, 2002, give effect to all transactions as if all had been
consummated on January 1, 2001.</p>



<p align="justify">The
pro forma information is presented for illustrative purposes only and is not
necessarily indicative of the financial position or operating results that
would have occurred had the transactions been consummated at the dates
indicated, nor are they indicative of future financial position or operating
results.</p>

<p><b>&nbsp;</b></p>

<p align=center><b>SIGNATURE</b><br><br></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.<br><br></p>

<p align="center">FIRST FINANCIAL CORPORATION<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (Registrant)</p>

<p align="center">&nbsp;</p>





<p>Date:&nbsp;&nbsp;&nbsp; <u>November 14,
2002&nbsp;&nbsp;&nbsp;&nbsp; </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>/s/ David W. Mann<br>
</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; David
W. Mann, President</p>





<p>&nbsp;</p>





<p>&nbsp;</p>





<p align="center">3</p>

</body>

</html>
[{"type": "8-K", "sequence": "1", "filename": "ffc8k1.htm", "secsgml_size_bytes": 12690}]
{"company-data": {"conformed-name": "FIRST FINANCIAL CORP /TX/", "cik": "0000036315", "assigned-sic": "6162", "irs-number": "741502313", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-05559", "film-number": "02818182"}, "business-address": {"street1": "800 WASHINGTON AVE", "city": "WACO", "state": "TX", "zip": "76701", "phone": "8177572424"}, "mail-address": {"street1": "800 WASHINGTON AVE", "city": "WACO", "state": "TX", "zip": "76701"}}
Prepared by E-Services, LLC;www.edgar2.net
UNITED STATES
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)
July
31, 2002
First Financial
Corporation
(Exact name of registrant as specified in its charter)
Texas
0-5559
74-1502313
(State or
  other jurisdiction of incorporation)
(Commission
  File Number)
(IRS
  Employer Identification No.)
800 Washington Avenue, Waco, Texas
76701
(Address
  of principal executive offices)
(Zip
  Code)
Registrant's telephone number, including area
code
(254)
757-2424
N/A
(Former name or former address, if changed since last report)
Item 2.  Acquisition
or Disposition of Assets.
Prior to the transactions reported below (the
"Transactions"), the registrant, First Financial Corporation (the "Company"),
owned indirectly approximately 53% of the capital stock of First Preference
Mortgage Company ("FPMC"), a Texas corporation, the primary business of which
is the originating and servicing of residential mortgage loans through five
offices in Eastern Texas and one office in Georgia.  Also prior to the Transactions, the remaining
capital stock of FPMC (approximately 47%) was owned, indirectly, by Bluebonnet
Investments, Ltd., a Texas limited partnership ("Bluebonnet"), which is
controlled, in part, by David W. Mann (the president and a director of the
Company) and Annie Laurie Miller (the Executive Vice President, Chief Operating
Officer and Chief Financial Officer of the Company).  Bluebonnet is owned, indirectly, by David W.
Mann and his siblings, Mary Hyden Hunter and Allen B. Mann, each of whom is
also a director of the Company. 
Additional information as to the ownership and control of the Company by
David W. Mann, Annie Laurie Miller and others is disclosed in the Company's
Forms 8-K dated April 4, 2001 and August 20, 2002, which information is
incorporated herein by reference.  As a
result of the Transactions, the Company acquired all of the capital stock of
FPMC previously owned by Bluebonnet and the ownership structure of FPMC was
simplified so that currently the Company directly owns 100% of the capital
stock of FPMC.
Prior to the Transactions, (i) the Company owned, directly,
approximately 53% of Key Group, Ltd., a Texas limited partnership, and
approximately 47% of Key Group Ltd. was owned, directly, by Bluebonnet; (ii)
Key Group Ltd. owned all of the capital stock of First Preference Holdings,
Inc. ("FPHI"), a Texas corporation; (iii) FPHI owned all of the capital stock of  Security Washington Avenue Corporation
("Security"), a Delaware corporation; and (iv) Security owned all of the
capital stock of FPMC.
On or
shortly after July 31, 2002 the following Transactions occurred:
1.                 
Key Group, Ltd. was dissolved and distributed all of its assets to its
partners, as a result of which the Company received approximately 53% and
Bluebonnet received approximately 47% of the capital stock of FPHI.
2.                 
The Company purchased from Bluebonnet all of the capital stock of FPHI
owned by Bluebonnet (valued at approximately $478,361) in exchange for (i) the
Company's 24% limited partner interest (valued at approximately $290,699) in
Vidor, Ltd., a Texas limited partnership, the business of which consists of the
ownership and development of real estate located in eastern Texas, (ii) the
Company's 25% membership interest (valued at approximately $10,465) in Vidor
Whispering Pines, L.C., a Texas limited liability company, the business of
which consists of the ownership and development of real estate, primarily
trailer parks, located in eastern Texas, and (iii) a promissory note (the
"Promissory Note") in the principal amount of $177,197 payable in full in three
years, bearing interest at 7.25% per year payable quarterly, and secured by
approximately 78.471 acres of unimprovedreal estate owned by the Company located in Robinson, Texas (the "Robinson
Real Estate").  As a result of this
purchase from Bluebonnet, the Company became the sole owner of all of the
outstanding capital stock of FPHI.  For
purposes of determining the purchase price of the assets exchanged in these
transactions, all non-cash assets other than the Promissory Note were evaluated
at the valuations determined in recent appraisals received from independent,
expert appraisers.
2
3.                 
Security merged with and into FPHI, after which
FPHI merged with and into FPMC, with FPMC being the surviving corporation.
4.                 
The Robinson Real Estate was transferred by the
Company to FPMC as a capital contribution and the Promissory Note was assumed
by FPMC.
5.                 
Real estate owned by FPMC at 800 Washington
Avenue in Waco, Texas, was sold to FVI Acquisition, L.C. ("FVI") for $750,000
(70% cash at closing and 30% seller financed over 3 years with interest at ½%
over the Wells Fargo Bank, N.A. prime rate) and leased back by FVI to FPMC
pursuant to a triple-net lease calling for monthly rental payments  of $9,382.00 for a primary term of
three (3) years. FVI is a Texas limited liability company the manager of which
is David W. Mann and all of the membership interests in which are owned by the
trusts for the benefit of Mr. Mann's minor children.
As a result of the Transactions, Key Group, Ltd., FPHI and
Security have been eliminated and FPMC is now wholly owned, directly, by the
Company.
Item 7.(B.)      Pro Forma Financial Information
The following unaudited pro forma combined condensed financial
statements give effect to the July 31, 2002 acquisition of all the outstanding
capital stock of FPMC in exchange for the Company's interest in Vidor, Ltd.,
and Vidor Whispering Pines, L.C., and a note payable in the amount of $177,197.
The statements also give effect of the sale and lease back of the building  to FVI.
The
pro forma combined condensed balance sheet gives effect to the acquisition as
if it had been consummated June 30, 2002. The pro forma combined condensed
income statements for the year ended December 31, 2001 and for the six months
ended June 30, 2002, give effect to all transactions as if all had been
consummated on January 1, 2001.
The
pro forma information is presented for illustrative purposes only and is not
necessarily indicative of the financial position or operating results that
would have occurred had the transactions been consummated at the dates
indicated, nor are they indicative of future financial position or operating
results.
SIGNATURE
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 CORPORATION
(Registrant)
Date:
November 14,
2002
By:
/s/ David W. Mann
David
W. Mann, President
3