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<p align=center style='text-align:center'>UNITED STATES<br>
SECURITIES AND
EXCHANGE COMMISSION<br>
Washington, D.C.
20549</p>

<p align=center style='text-align:center'>____________</p>



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



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

<p align=center style='text-align:center'>_____________________</p>



<p align=center style='text-align:center'>Date of Report <i>(Date
of earliest event reported)</i> March 22, 2006</p>



<p align=center style='text-align:center'><b><font size="4">First Financial Corporation<br>
</font></b><i>(Exact name of
registrant as specified in its charter)</i></p>
<table border="0" width="100%" id="table1">
	<tr>
		<td align="center">





<p align=center style='text-align:center;text-indent:36.0pt; margin-top:0; margin-bottom:0'>
Texas</p></td>
		<td align="center">0-5559&nbsp; </td>
		<td align="center">74-1502313</td>
	</tr>
	<tr>
		<td align="center">

<p align=center style='margin-left:144.0pt;text-align:center;
text-indent:-144.0pt; margin-top:0; margin-bottom:0'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i>(State of incorporation)</i></p>
		</td>
		<td align="center"> <i>(Commission File Number) </i></td>
		<td align="center"> <i>(IRS Employer Identification No.)</i></td>
	</tr>
	<tr>
		<td align="center">&nbsp;</td>
		<td align="center">&nbsp;&nbsp;&nbsp; </td>
		<td align="center">&nbsp;</td>
	</tr>
	<tr>
		<td align="center" colspan="2">800 Washington Avenue, Waco, Texas<br>
		<i>(Address
of principal executive offices)</i></td>
		<td align="center">76701<i><br>
		(Zip Code)</i></td>
	</tr>
</table>



<p align=center style='text-align:center'>(254) 757-2424<br>
<i>(Registrant's
telephone number, including area code)</i></p>



<p align=center style='text-align:center'>N/A<br>
<i>(Former name or
former address, if changed since last report)</i></p>





<p>Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:</p>



<p>[&nbsp; ]&nbsp; Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)</p>



<p>[&nbsp; ]&nbsp; Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)</p>



<p>[&nbsp; ]&nbsp; Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</p>



<p>[&nbsp; ]&nbsp; Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</p>





<hr color="#000080"><br clear=all
style='page-break-before:always'>




<p style='text-indent:0pt'><b>Item 8.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Other
Events.</b></p>

<p style='text-indent:0pt'><i>Background</i></p>

<p style='text-indent:36.0pt'>Beginning in December 2000, First
Preference Mortgage Corporation (&quot;FPMC&quot;), the principal operating subsidiary of
First Financial Corporation (the &quot;Company&quot;), obtained funding for the mortgage
loans that it originates from Colonial Bank, N.A. (&quot;Colonial&quot;) under a mortgage
warehouse loan agreement (the &quot;Colonial Agreement&quot;). As an additional source of
funding for its mortgage loans, in August 2002 FPMC entered into a loan
participation agreement with Citizens State Bank of Woodville, Texas (&quot;CSB&quot;)
under which CSB may elect to participate in loans originated by FPMC (the &quot;CSB
Agreement&quot;).</p>



<p style='text-indent:36.0pt'>As disclosed in the Company's
quarterly report on Form 10-QSB for the quarter ended September 30, 2005, on
September 28, 2005, the Colonial Agreement was amended for the purposes, among
others, of reducing the line of credit available under the agreement from
$25,000,000 to $5,000,000 and adjusting certain of FPMC's financial covenants.
As disclosed in the Company's report on Form 8-K dated December 13, 2005, the
Colonial Agreement was further amended in December 2005 for the purposes, among
others, of waiving violation of certain of the financial covenants in the
agreement, consenting to certain transactions with affiliates, and extending
the maturity and termination date of the Colonial Agreement to March 31, 2006.
The transactions with affiliates reported in the December 13, 2005 Form 8-K
included, among others, the purchase by entities controlled by David W. Mann,
the Company's president, chief executive officer and chief financial officer,
of three promissory notes, two of which are convertible into shares of common
stock of the Company, for an aggregate principal amount of $1.2 million. The
purchase of these notes, which are payable on or before December 29, 2006, had
the effect of increasing the Company's working capital by $1.2 million.</p>



<p style='text-indent:36.0pt'>Since September 2005, FPMC has
made no draws under the Colonial Agreement and in November 2005, FPMC entirely
repaid the balance due under the agreement. Since September 2005, FPMC has
funded all of the mortgage loans it has originated by draws under the CSB
Agreement. As of February 28, 2006, the aggregate amount of participations that
were held by CSB under the CSB Agreement was $14,290,270.</p>



<p><i>Recent Events</i></p>



<p style='text-indent:36.0pt'>By letter received March 29,
2006, FPMC was notified by Colonial that Colonial would neither renew nor
extend the Colonial Agreement beyond its March 31, 2006 maturity date, despite
FPMC's request that Colonial do so. Management of the Company believes that the
reason for this action by Colonial was FPMC's inability since the third quarter
of 2003 to operate profitably. By letter received March 29, 2006, FPMC was
notified by CSB that CSB would discontinue purchasing participations in the
loans originated by FPMC no later than April 30, 2006. The reason given for
this action by CSB was that the bank is prohibited by Federal Reserve
Regulation W, which restricts and limits loans by CSB (which is controlled by
Mr. Mann) to its affiliates (including FPMC), from purchasing participations in
extensions of credit exceeding 50% of the extensions of credit originated by
FPMC during the preceding twelve-month period. That limit is expected to be
reached on April 28, 2006.</p>





<hr color="#000080"><br clear=all
style='page-break-before:always'>




<p style='text-indent:36.0pt'>Despite its efforts, management
of the Company has been unable to obtain alternate sources of funding for
FPMC's mortgage loan operations and, at this time, management believes that all
reasonable avenues for obtaining such funding have been exhausted. As a result,
the Company currently expects that FPMC's mortgage loan operations, the
Company's only significant source of revenue, will be discontinued, with no new
mortgage loans being funded on and after April 28, 2006. The Company will seek
to sell the mortgage banking assets of FPMC and to use the proceeds for
corporate purposes, including paying FPMC's creditors. At this time, management
does not intend to cause the Company or FPMC to seek protection under the
bankruptcy laws. If the process of selling assets is successful and creditors
can be satisfied, the Company may retain some residual value that will be
preserved for shareholders. It is entirely possible, however, that this process
will be unsuccessful, in which case the Company or FPMC may have to seek
protection under the bankruptcy laws. If that occurs, the Company's common
stock would be likely to have no value.</p>



<p><i>Forward-looking Statements</i></p>



<p>Certain statements in this Form 8-K constitute
&quot;forward-looking statements,&quot; including but not limited to those identified by
the words &quot;expect,&quot; &quot;believe,&quot; &quot;seek to,&quot; &quot;intend,&quot; &quot;will,&quot; &quot;possible,&quot; &quot;may&quot;
and similar expressions that are attributed to the Company or its management.
No forward-looking statements of the Company or its management are guarantees
of future outcomes. These statements involve risks and uncertainties, and
actual results may differ materially from those in the forward-looking
statements as a result of various factors, including but not limited to the
value that can be obtained from the sale of assets and the terms on which
creditors will agree to be repaid.</p>



<p align=center style='text-align:center'>SIGNATURE</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 thereunto duly authorized.</p>



<p>&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; </p>
<div align="right">
	<table border="0" width="50%" id="table2">
		<tr>
			<td>FIRST FINANCIAL CORPORATION</td>
		</tr>
		<tr>
			<td>&nbsp; </td>
		</tr>
		<tr>
			<td>







<p>By:
<u>/s/ David W. Mann&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; </u></p>

			</td>
		</tr>
		<tr>
			<td>&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</td>
		</tr>
		<tr>
			<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; President
and Chief Executive Officer </td>
		</tr>
	</table>
</div>

<p>Date: April 7, 2006</p>



</body>

</html>
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{"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": "06748145"}, "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 - www.edgar2.com
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)
March 22, 2006
First Financial Corporation
(Exact name of
registrant as specified in its charter)
Texas
0-5559
74-1502313
(State of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
800 Washington Avenue, Waco, Texas
(Address
of principal executive offices)
76701
(Zip Code)
(254) 757-2424
(Registrant's
telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
[  ]  Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01        Other
Events.
Background
Beginning in December 2000, First
Preference Mortgage Corporation ("FPMC"), the principal operating subsidiary of
First Financial Corporation (the "Company"), obtained funding for the mortgage
loans that it originates from Colonial Bank, N.A. ("Colonial") under a mortgage
warehouse loan agreement (the "Colonial Agreement"). As an additional source of
funding for its mortgage loans, in August 2002 FPMC entered into a loan
participation agreement with Citizens State Bank of Woodville, Texas ("CSB")
under which CSB may elect to participate in loans originated by FPMC (the "CSB
Agreement").
As disclosed in the Company's
quarterly report on Form 10-QSB for the quarter ended September 30, 2005, on
September 28, 2005, the Colonial Agreement was amended for the purposes, among
others, of reducing the line of credit available under the agreement from
$25,000,000 to $5,000,000 and adjusting certain of FPMC's financial covenants.
As disclosed in the Company's report on Form 8-K dated December 13, 2005, the
Colonial Agreement was further amended in December 2005 for the purposes, among
others, of waiving violation of certain of the financial covenants in the
agreement, consenting to certain transactions with affiliates, and extending
the maturity and termination date of the Colonial Agreement to March 31, 2006.
The transactions with affiliates reported in the December 13, 2005 Form 8-K
included, among others, the purchase by entities controlled by David W. Mann,
the Company's president, chief executive officer and chief financial officer,
of three promissory notes, two of which are convertible into shares of common
stock of the Company, for an aggregate principal amount of $1.2 million. The
purchase of these notes, which are payable on or before December 29, 2006, had
the effect of increasing the Company's working capital by $1.2 million.
Since September 2005, FPMC has
made no draws under the Colonial Agreement and in November 2005, FPMC entirely
repaid the balance due under the agreement. Since September 2005, FPMC has
funded all of the mortgage loans it has originated by draws under the CSB
Agreement. As of February 28, 2006, the aggregate amount of participations that
were held by CSB under the CSB Agreement was $14,290,270.
Recent Events
By letter received March 29,
2006, FPMC was notified by Colonial that Colonial would neither renew nor
extend the Colonial Agreement beyond its March 31, 2006 maturity date, despite
FPMC's request that Colonial do so. Management of the Company believes that the
reason for this action by Colonial was FPMC's inability since the third quarter
of 2003 to operate profitably. By letter received March 29, 2006, FPMC was
notified by CSB that CSB would discontinue purchasing participations in the
loans originated by FPMC no later than April 30, 2006. The reason given for
this action by CSB was that the bank is prohibited by Federal Reserve
Regulation W, which restricts and limits loans by CSB (which is controlled by
Mr. Mann) to its affiliates (including FPMC), from purchasing participations in
extensions of credit exceeding 50% of the extensions of credit originated by
FPMC during the preceding twelve-month period. That limit is expected to be
reached on April 28, 2006.
Despite its efforts, management
of the Company has been unable to obtain alternate sources of funding for
FPMC's mortgage loan operations and, at this time, management believes that all
reasonable avenues for obtaining such funding have been exhausted. As a result,
the Company currently expects that FPMC's mortgage loan operations, the
Company's only significant source of revenue, will be discontinued, with no new
mortgage loans being funded on and after April 28, 2006. The Company will seek
to sell the mortgage banking assets of FPMC and to use the proceeds for
corporate purposes, including paying FPMC's creditors. At this time, management
does not intend to cause the Company or FPMC to seek protection under the
bankruptcy laws. If the process of selling assets is successful and creditors
can be satisfied, the Company may retain some residual value that will be
preserved for shareholders. It is entirely possible, however, that this process
will be unsuccessful, in which case the Company or FPMC may have to seek
protection under the bankruptcy laws. If that occurs, the Company's common
stock would be likely to have no value.
Forward-looking Statements
Certain statements in this Form 8-K constitute
"forward-looking statements," including but not limited to those identified by
the words "expect," "believe," "seek to," "intend," "will," "possible," "may"
and similar expressions that are attributed to the Company or its management.
No forward-looking statements of the Company or its management are guarantees
of future outcomes. These statements involve risks and uncertainties, and
actual results may differ materially from those in the forward-looking
statements as a result of various factors, including but not limited to the
value that can be obtained from the sale of assets and the terms on which
creditors will agree to be repaid.
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 thereunto duly authorized.
FIRST FINANCIAL CORPORATION
By:
/s/ David W. Mann
David
W. Mann
President
and Chief Executive Officer
Date: April 7, 2006