As filed with the Securities and Exchange Commission on April 1, 2004
                                                         Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            -------------------------

                        FIRST FINANCIAL BANKSHARES, INC.
             (Exact name of Registrant as specified in its charter)

       Texas                                                    75-0944023
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                                 400 Pine Street
                              Abilene, Texas 79601
                    (Address of Principal Executive Offices)

                        First Financial Bankshares, Inc.
                        2002 Incentive Stock Option Plan
                                       and
              1992 Incentive Stock Option Plan for Key Employees of
              First Financial Bankshares, Inc. and its Subsidiaries
                            (Full Title of the Plans)

                               J. Bruce Hildebrand
               Executive Vice President & Chief Financial Officer
                                 400 Pine Street
                              Abilene, Texas 79601
                                 (325) 627-7155
            (Name, address and telephone number of agent for service)

                                    Copy to:
                            N. Kathleen Friday, P.C.
                       Akin Gump Strauss Hauer & Feld LLP
                         1700 Pacific Avenue, Suite 4100
                                  Dallas, Texas
                                 (214) 969-2800

                             ----------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                            Proposed Maximum       Proposed Maximum       Amount of
         Title of Securities              Amount to be     Offering Price Per     Aggregate Offering    Registration
           to be Registered                Registered           Share(2)               Price(2)              Fee
--------------------------------------- ----------------- ---------------------- ---------------------- --------------
<S>                                         <C>                  <C>                  <C>                 <C>
Common Stock (1)                            729,147              $39.36               $28,699,226         $3,636.29
======================================= ================= ====================== ====================== ==============
(1)  Upon a future stock split, stock dividend or similar transaction  involving
     the common stock of the  Registrant  and during the  effectiveness  of this
     Registration  Statement,  the  number  of  securities  registered  shall be
     automatically  increased to cover the  additional  securities in accordance
     with Rule 416(a) under the Securities Act of 1933.
(2)  Estimated  solely  for the  purpose of  determining  the  registration  fee
     pursuant to Rule 457(c) under the Securities Act of 1933,  based on average
     of the high and low price per common stock on March 29,  2004,  as reported
     by the Nasdaq National Market System.

</TABLE>


<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  documents  containing  the  information  specified  in  Part I of this
registration  statement  on Form S-8  will be sent or given to the  Registrant's
employees,  as specified by Rule 428(b)(1)  promulgated under the Securities Act
of 1933, as amended (the  "Securities  Act").  Such  documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this  registration  statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424  promulgated  under the Securities Act. These documents and
the documents  incorporated by reference in this registration statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirement of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

     The following  documents  filed by the  Registrant  with the Commission are
incorporated by reference in this Registration Statement:

     1.   The  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 2003,  filed  pursuant to Section 13(a) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"); and

     2.   The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement on Form 8-A/A, as filed with the
          Commission on November 21, 1995,  including any  amendments or reports
          filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.  Statements  contained in this
Registration  Statement  or in a  document  incorporated  by  reference  may  be
modified or superseded by later statements in this Registration  Statement or by
statements in subsequent documents incorporated by reference,  in which case you
should refer to the later statement.

     Arthur  Andersen LLP,  which audited our financial  statements for the year
ended December 31, 2001, no longer serves as the Registrant's independent public
accountant.   Some  changes  to  the  financial  statements  covered  by  Arthur
Andersen's  report  for 2001 were made after  January  11,  2002,  but we do not
believe these changes  materially affect the financial results covered by Arthur
Andersen's  report. A complete  discussion of these changes is located in note 1
to the financial  statements  included in Form 10-K for the year ended  December
31, 2003, which is incorporated by reference in this Registration Statement.

     We have not been able to obtain,  after  reasonable  efforts,  the  written
consent of Arthur Andersen, as required under Section 7 of the Securities Act of
1933,  to the  inclusion  of  their  reports  in  this  prospectus,  and we have
dispensed with the requirement to file their consent in reliance on Rule 437(a).
As a result,  holders of our securities,  whether acquired under incentive stock
option plans,  on the open market,  or otherwise,  may have no effective  remedy
against Arthur  Andersen if there is a material  misstatement or omission in the
financial   statements   incorporated  by  reference  in  this  prospectus.   In
particular,  because of this lack of consent, holders of our securities will not
be  entitled  to  recovery  against  Arthur  Andersen  under  Section  11 of the
Securities  Act of 1933 for any untrue  statements of material fact contained in
the financial  statements audited by Arthur Andersen or any omissions to state a
material fact required to be stated in those financial statements.

Item 4.  Description of Securities.
         --------------------------

         Not applicable.

                                       1

<PAGE>


Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not applicable.

Item 6.  Indemnification.
         ----------------

     Article 2.02-1 of the Texas Business  Corporation Act (the "TBCA") provides
that a Texas  corporation,  such as the Registrant,  may indemnify a director or
officer of the corporation  against judgments,  penalties  (including excise and
similar taxes),  fines,  settlements and reasonable  expenses  (including  court
costs and attorneys' fees) actually  incurred in connection with any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative, arbitrative or investigative, any appeal in such an action, suit
or  proceeding,  and any  inquiry  or  investigation  that could lead to such an
action,  suit or proceeding,  because the person is or was a director or officer
of the  corporation.  In  order  to be  entitled  to such  indemnification,  the
director or officer  must have  conducted  himself in good faith and  reasonably
believed  (i) in  the  case  of  conduct  in  his  official  capacity  with  the
corporation,  that his conduct was in the corporation's best interests,  (ii) in
all other cases,  that his conduct was at least not opposed to the corporation's
best  interests,  and (iii) in the case of any  criminal  proceeding,  he had no
reasonable cause to believe his conduct was unlawful. Article 2.02-1 of the TBCA
provides that a director or officer may not be  indemnified  for  proceedings in
which the  person  is found  liable on the basis  that a  personal  benefit  was
improperly  received  by him or in  which  the  person  is found  liable  to the
corporation.  Article 2.02-1 of the TBCA provides that indemnification  pursuant
to its provisions is not exclusive of other rights of indemnification to which a
person may be entitled under the corporation's  articles of incorporation or any
bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

     The  Registrant's  Articles of  Incorporation  provide that, to the fullest
extent permitted by applicable law, each director,  officer,  employee and agent
of the  Registrant  shall be  indemnified  for all loss,  liability and expenses
incurred in connection with any action, suit, proceeding or claim to which he or
she is named a party or otherwise by virtue of holding such position.  Indemnity
shall include the  advancement of expenses.  No person shall be indemnified  for
amounts paid in settlement  unless the terms and  conditions of such  settlement
have been consented to by the Registrant.  Furthermore,  no  indemnification  of
employees or agents  (other than  directors  or  officers)  will be made without
express authorization of the Registrant's Board of Directors.

     The  Registrant's  Articles of  Incorporation  also  provide  that,  to the
fullest  extent  permitted by applicable  law, no Registrant  director  shall be
liable to the Registrant or the  Registrant's  shareholders for monetary damages
for or  with  respect  to any  acts or  omissions  in his or her  capacity  as a
director,  except in the case of liability for (i) a breach of a duty of loyalty
to the Registrant or its shareholders, (ii) an act or omission not in good faith
or that involves intentional misconduct or a knowing violation of the law, (iii)
a transaction from which a director received an improper benefit, (iv) an act or
omission for which the liability of a director is expressly provided by statute,
or (v) an act related to an unlawful stock repurchase or payment of a dividend.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not Applicable.

Item 8.  Exhibits.
         ---------

4.1  1992 Incentive  Stock Option Plan  (incorporated  by reference from Exhibit
     10.5 of the Registrant's  Form 10-K Annual Report for the fiscal year ended
     December 31, 1998).

4.2  2002 Incentive Stock Option Plan (incorporated by reference from Appendix A
     of the  Registrant's  Schedule 14A Definitive  Proxy Statement for the 2002
     Annual Meeting of Shareholders).

5.1* Opinion of Akin Gump Strauss Hauer & Feld LLP.

23.1*Consent of Ernst and Young LLP.

                                       2


<PAGE>


23.2*Consent of Akin Gump  Strauss  Hauer & Feld LLP  (included  in the  opinion
     filed as Exhibit 5.1 of this Registration Statement).

24.1 Power of Attorney  (set forth on the signature  pages of this  Registration
     Statement).


---------------
*Filed herewith.

Item 9.  Undertakings.
         -------------

         The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made  of  the  securities  registered  hereby,  a  post-effective
               amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  Registration
                    Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    Registration  Statement  or  any  material  change  to  such
                    information in this Registration Statement;

          provided,  however,  that the  undertakings  set  forth in  paragraphs
          (1)(i) and (1)(ii) above do not apply if the  information  required to
          be included  in a  post-effective  amendment  by these  paragraphs  is
          contained  in periodic  reports  filed by the  Registrant  pursuant to
          Section 13 or Section  15(d) of the  Securities  Exchange  Act of 1934
          that are incorporated by reference in this Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     The undersigned  Registrant hereby further undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate

                                       3

<PAGE>


jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                  [remainder of page intentionally left blank]

                                       4


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Abilene, State of Texas, on March 31, 2004.

                                  FIRST FINANCIAL BANKSHARES, INC.
                                  (Registrant)


                                  By:     /s/ F. Scott Dueser
                                          -------------------------------------
                                          F. Scott Dueser
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose signature appears in this  Registration  Statement in any
capacity  hereby  constitutes  and  appoints F. Scott Dueser his true and lawful
attorney-in-fact and agent, with full power of substitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same with the Securities and Exchange Commission, with all exhibits thereto,
and other documents in connection therewith, granting unto said attorney-in-fact
and agent,  full power and  authority  to do and perform  each and every act and
thing requisite or desirable.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the dates indicated.

<TABLE>
<CAPTION>

                    Name                                             Title                              Date
                    ----                                             -----                              ----


<S>                                                 <C>                                           <C>
/s/ KENNETH T. MURPHY                               Chairman of the Board and Director            March 31, 2004
----------------------------------------------
                Kenneth T. Murphy


/s/ F. SCOTT DUESER                                 President, Chief Executive Officer and        March 31, 2004
----------------------------------------------                     Director
                 F. Scott Dueser                         (Principal Executive Officer)



/s/ J. BRUCE HILDEBRAND                             Executive Vice President and Chief            March 31, 2004
----------------------------------------------               Financial Officer
               J. Bruce Hildebrand                   (Principal Financial Officer and
                                                       Principal Accounting Officer)




/s/ JOSEPH E. CANON                                                Director                       March 31, 2004
----------------------------------------------
                 Joseph E. Canon


/s/ MAC A. COALSON                                                 Director                       March 31, 2004
----------------------------------------------
                 Mac A. Coalson

                                       5


<PAGE>


                    Name                                             Title                              Date
                    ----                                             -----                              ----


/s/ DAVID COPELAND                                                 Director                       March 31, 2004
----------------------------------------------
                 David Copeland


/s/ DERRELL E. JOHNSON                                             Director                       March 31, 2004
----------------------------------------------
               Derrell E. Johnson


/s/ KADE L. MATTHEWS                                               Director                       March 31, 2004
----------------------------------------------
                Kade L. Matthews


/s/ RAYMOND A. MCDANIEL, JR.                                       Director                       March 31, 2004
----------------------------------------------
            Raymond A. McDaniel, Jr.


/s/ BYNUM MIERS                                                    Director                       March 31, 2004
----------------------------------------------
                   Bynum Miers


/s/ JAMES M. PARKER                                                Director                       March 31, 2004
----------------------------------------------
                 James M. Parker


/s/ JACK D. RAMSEY                                                 Director                       March 31, 2004
----------------------------------------------
                 Jack D. Ramsey


/s/ DIAN GRAVES STAI                                               Director                       March 31, 2004
----------------------------------------------
                Dian Graves Stai


/s/ F.L. STEPHENS                                                  Director                       March 31, 2004
----------------------------------------------
                  F.L. Stephens


/s/ JOHNNY TROTTER                                                 Director                       March 31, 2004
----------------------------------------------
                 Johnny Trotter

</TABLE>

                                       6


<PAGE>


                                INDEX TO EXHIBITS

Exhibit No.       Description
-----------       -----------

4.1               1992 Incentive Stock Option Plan (incorporated by reference
                  from Exhibit 10.5 of the Registrant's Form 10-K Annual Report
                  for the fiscal year ended December 31, 1998).

4.2               2002 Incentive Stock Option Plan (incorporated by reference
                  from Appendix A of the Registrant's Schedule 14A Definitive
                  Proxy Statement for the 2002 Annual Meeting of Shareholders).

5.1*              Opinion of Akin Gump Strauss Hauer & Feld LLP.

23.1*             Consent of Ernst and Young LLP.

23.2*             Consent of Akin Gump Strauss Hauer & Feld LLP (included in the
                  opinion filed as Exhibit 5.1 of this Registration Statement).

24.1              Power of Attorney (set forth on the signature pages of this
                  Registration Statement).



---------------
*Filed herewith

                                       7


<PAGE>


               (Letterhead of Akin Gump Strauss Hauer & Feld LLP)

                                                                    Exhibit 5.1
                                                                    -----------

                                  April 1, 2004

First Financial Bankshares, Inc.
400 Pine Street
Abilene, TX 79601

Ladies and Gentlemen:

     We have acted as special  counsel to First  Financial  Bankshares,  Inc., a
Texas corporation (the "Company"), in connection with the registration, pursuant
to a registration  statement on Form S-8 (the "Registration  Statement"),  filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act") of up to 729,147 shares (the "Company Shares") of
the Company's  authorized shares, par value $10.00 per share, to be issued under
the First  Financial  Bankshares,  Inc.  1992  Incentive  Stock  Option and 2002
Incentive Stock Option Plan (collectively the "Incentive Stock Option Plans").

     We have examined originals or certified copies of such corporate records of
the Company and other  certificates  and  documents of officials of the Company,
public  officials and others as we have deemed  appropriate for purposes of this
letter.  We have assumed the genuineness of all signatures,  the authenticity of
all documents submitted to us as originals, the conformity to authentic original
documents of all copies submitted to us as conformed and certified or reproduced
copies.  We have also assumed  that the  exercise  price paid to the Company per
Company  Share  upon  issuance  will be at least  equal to the par value of each
Company Share.

     Based  upon the  foregoing  and  subject  to the  assumptions,  exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion that
when the  Company  Shares  are  issued  and  delivered  in  accordance  with the
Incentive  Stock  Option  Plans,  the Company  Shares  will be duly  authorized,
validly issued, fully paid and non-assessable.

     The  opinions  and other  matters  in this  letter are  qualified  in their
entirety and subject to the following:

     A.   We express no  opinion as to the laws of any  jurisdiction  other than
          any published  constitutions,  treaties, laws, rules or regulations or
          judicial or administrative  decisions ("Laws") of (i) the Federal Laws
          of the  United  States  of  America  or (ii) the Laws of the  State of
          Texas.

     B.   This law firm is a registered limited liability  partnership organized
          under the laws of the State of Texas.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the Securities Act and the rules and regulations thereunder.

                                   Sincerely,



                                   /s/ AKIN GUMP STRAUSS HAUER & FELD LLP
                                   --------------------------------------

                                       8


<PAGE>


                                                                   Exhibit 23.1
                                                                   ------------

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 of First Financial Bankshares,  Inc. for the issuance of 729,147 shares
of common stock  pertaining to the 2002 Incentive Stock Option Plan and the 1992
Incentive  Stock Option Plan of our report dated January 16, 2004,  with respect
to the consolidated  financial  statements of First Financial  Bankshares,  Inc.
included in its Annual Report on Form 10-K for the year ended December 31, 2003,
filed with the Securities and Exchange Commission.



                                                          /s/ ERNST & YOUNG LLP
                                                          ---------------------

Dallas, Texas
March 31, 2004

                                       9
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As filed with the Securities and Exchange Commission on April 1, 2004
                                                         Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            -------------------------

                        FIRST FINANCIAL BANKSHARES, INC.
             (Exact name of Registrant as specified in its charter)

       Texas                                                    75-0944023
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                                 400 Pine Street
                              Abilene, Texas 79601
                    (Address of Principal Executive Offices)

                        First Financial Bankshares, Inc.
                        2002 Incentive Stock Option Plan
                                       and
              1992 Incentive Stock Option Plan for Key Employees of
              First Financial Bankshares, Inc. and its Subsidiaries
                            (Full Title of the Plans)

                               J. Bruce Hildebrand
               Executive Vice President & Chief Financial Officer
                                 400 Pine Street
                              Abilene, Texas 79601
                                 (325) 627-7155
            (Name, address and telephone number of agent for service)

                                    Copy to:
                            N. Kathleen Friday, P.C.
                       Akin Gump Strauss Hauer & Feld LLP
                         1700 Pacific Avenue, Suite 4100
                                  Dallas, Texas
                                 (214) 969-2800

                             ----------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Maximum       Proposed Maximum       Amount of
         Title of Securities              Amount to be     Offering Price Per     Aggregate Offering    Registration
           to be Registered                Registered           Share(2)               Price(2)              Fee
--------------------------------------- ----------------- ---------------------- ---------------------- --------------
Common Stock (1)                            729,147              $39.36               $28,699,226         $3,636.29
======================================= ================= ====================== ====================== ==============
(1)  Upon a future stock split, stock dividend or similar transaction  involving
     the common stock of the  Registrant  and during the  effectiveness  of this
     Registration  Statement,  the  number  of  securities  registered  shall be
     automatically  increased to cover the  additional  securities in accordance
     with Rule 416(a) under the Securities Act of 1933.
(2)  Estimated  solely  for the  purpose of  determining  the  registration  fee
     pursuant to Rule 457(c) under the Securities Act of 1933,  based on average
     of the high and low price per common stock on March 29,  2004,  as reported
     by the Nasdaq National Market System.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  documents  containing  the  information  specified  in  Part I of this
registration  statement  on Form S-8  will be sent or given to the  Registrant's
employees,  as specified by Rule 428(b)(1)  promulgated under the Securities Act
of 1933, as amended (the  "Securities  Act").  Such  documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this  registration  statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424  promulgated  under the Securities Act. These documents and
the documents  incorporated by reference in this registration statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirement of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

     The following  documents  filed by the  Registrant  with the Commission are
incorporated by reference in this Registration Statement:

     1.   The  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 2003,  filed  pursuant to Section 13(a) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"); and

     2.   The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement on Form 8-A/A, as filed with the
          Commission on November 21, 1995,  including any  amendments or reports
          filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.  Statements  contained in this
Registration  Statement  or in a  document  incorporated  by  reference  may  be
modified or superseded by later statements in this Registration  Statement or by
statements in subsequent documents incorporated by reference,  in which case you
should refer to the later statement.

     Arthur  Andersen LLP,  which audited our financial  statements for the year
ended December 31, 2001, no longer serves as the Registrant's independent public
accountant.   Some  changes  to  the  financial  statements  covered  by  Arthur
Andersen's  report  for 2001 were made after  January  11,  2002,  but we do not
believe these changes  materially affect the financial results covered by Arthur
Andersen's  report. A complete  discussion of these changes is located in note 1
to the financial  statements  included in Form 10-K for the year ended  December
31, 2003, which is incorporated by reference in this Registration Statement.

     We have not been able to obtain,  after  reasonable  efforts,  the  written
consent of Arthur Andersen, as required under Section 7 of the Securities Act of
1933,  to the  inclusion  of  their  reports  in  this  prospectus,  and we have
dispensed with the requirement to file their consent in reliance on Rule 437(a).
As a result,  holders of our securities,  whether acquired under incentive stock
option plans,  on the open market,  or otherwise,  may have no effective  remedy
against Arthur  Andersen if there is a material  misstatement or omission in the
financial   statements   incorporated  by  reference  in  this  prospectus.   In
particular,  because of this lack of consent, holders of our securities will not
be  entitled  to  recovery  against  Arthur  Andersen  under  Section  11 of the
Securities  Act of 1933 for any untrue  statements of material fact contained in
the financial  statements audited by Arthur Andersen or any omissions to state a
material fact required to be stated in those financial statements.

Item 4.  Description of Securities.
         --------------------------

         Not applicable.

                                       1
Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not applicable.

Item 6.  Indemnification.
         ----------------

     Article 2.02-1 of the Texas Business  Corporation Act (the "TBCA") provides
that a Texas  corporation,  such as the Registrant,  may indemnify a director or
officer of the corporation  against judgments,  penalties  (including excise and
similar taxes),  fines,  settlements and reasonable  expenses  (including  court
costs and attorneys' fees) actually  incurred in connection with any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative, arbitrative or investigative, any appeal in such an action, suit
or  proceeding,  and any  inquiry  or  investigation  that could lead to such an
action,  suit or proceeding,  because the person is or was a director or officer
of the  corporation.  In  order  to be  entitled  to such  indemnification,  the
director or officer  must have  conducted  himself in good faith and  reasonably
believed  (i) in  the  case  of  conduct  in  his  official  capacity  with  the
corporation,  that his conduct was in the corporation's best interests,  (ii) in
all other cases,  that his conduct was at least not opposed to the corporation's
best  interests,  and (iii) in the case of any  criminal  proceeding,  he had no
reasonable cause to believe his conduct was unlawful. Article 2.02-1 of the TBCA
provides that a director or officer may not be  indemnified  for  proceedings in
which the  person  is found  liable on the basis  that a  personal  benefit  was
improperly  received  by him or in  which  the  person  is found  liable  to the
corporation.  Article 2.02-1 of the TBCA provides that indemnification  pursuant
to its provisions is not exclusive of other rights of indemnification to which a
person may be entitled under the corporation's  articles of incorporation or any
bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

     The  Registrant's  Articles of  Incorporation  provide that, to the fullest
extent permitted by applicable law, each director,  officer,  employee and agent
of the  Registrant  shall be  indemnified  for all loss,  liability and expenses
incurred in connection with any action, suit, proceeding or claim to which he or
she is named a party or otherwise by virtue of holding such position.  Indemnity
shall include the  advancement of expenses.  No person shall be indemnified  for
amounts paid in settlement  unless the terms and  conditions of such  settlement
have been consented to by the Registrant.  Furthermore,  no  indemnification  of
employees or agents  (other than  directors  or  officers)  will be made without
express authorization of the Registrant's Board of Directors.

     The  Registrant's  Articles of  Incorporation  also  provide  that,  to the
fullest  extent  permitted by applicable  law, no Registrant  director  shall be
liable to the Registrant or the  Registrant's  shareholders for monetary damages
for or  with  respect  to any  acts or  omissions  in his or her  capacity  as a
director,  except in the case of liability for (i) a breach of a duty of loyalty
to the Registrant or its shareholders, (ii) an act or omission not in good faith
or that involves intentional misconduct or a knowing violation of the law, (iii)
a transaction from which a director received an improper benefit, (iv) an act or
omission for which the liability of a director is expressly provided by statute,
or (v) an act related to an unlawful stock repurchase or payment of a dividend.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not Applicable.

Item 8.  Exhibits.
         ---------

4.1  1992 Incentive  Stock Option Plan  (incorporated  by reference from Exhibit
     10.5 of the Registrant's  Form 10-K Annual Report for the fiscal year ended
     December 31, 1998).

4.2  2002 Incentive Stock Option Plan (incorporated by reference from Appendix A
     of the  Registrant's  Schedule 14A Definitive  Proxy Statement for the 2002
     Annual Meeting of Shareholders).

5.1* Opinion of Akin Gump Strauss Hauer & Feld LLP.

23.1*Consent of Ernst and Young LLP.

                                       2
23.2*Consent of Akin Gump  Strauss  Hauer & Feld LLP  (included  in the  opinion
     filed as Exhibit 5.1 of this Registration Statement).

24.1 Power of Attorney  (set forth on the signature  pages of this  Registration
     Statement).

---------------
*Filed herewith.

Item 9.  Undertakings.
         -------------

         The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made  of  the  securities  registered  hereby,  a  post-effective
               amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  Registration
                    Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    Registration  Statement  or  any  material  change  to  such
                    information in this Registration Statement;

          provided,  however,  that the  undertakings  set  forth in  paragraphs
          (1)(i) and (1)(ii) above do not apply if the  information  required to
          be included  in a  post-effective  amendment  by these  paragraphs  is
          contained  in periodic  reports  filed by the  Registrant  pursuant to
          Section 13 or Section  15(d) of the  Securities  Exchange  Act of 1934
          that are incorporated by reference in this Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     The undersigned  Registrant hereby further undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate

                                       3
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                  [remainder of page intentionally left blank]

                                       4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Abilene, State of Texas, on March 31, 2004.

                                  FIRST FINANCIAL BANKSHARES, INC.
                                  (Registrant)

                                  By:     /s/ F. Scott Dueser
                                          -------------------------------------
                                          F. Scott Dueser
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears in this  Registration  Statement in any
capacity  hereby  constitutes  and  appoints F. Scott Dueser his true and lawful
attorney-in-fact and agent, with full power of substitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same with the Securities and Exchange Commission, with all exhibits thereto,
and other documents in connection therewith, granting unto said attorney-in-fact
and agent,  full power and  authority  to do and perform  each and every act and
thing requisite or desirable.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the dates indicated.
Name                                             Title                              Date
                    ----                                             -----                              ----
/s/ KENNETH T. MURPHY                               Chairman of the Board and Director            March 31, 2004
----------------------------------------------
                Kenneth T. Murphy

/s/ F. SCOTT DUESER                                 President, Chief Executive Officer and        March 31, 2004
----------------------------------------------                     Director
                 F. Scott Dueser                         (Principal Executive Officer)

/s/ J. BRUCE HILDEBRAND                             Executive Vice President and Chief            March 31, 2004
----------------------------------------------               Financial Officer
               J. Bruce Hildebrand                   (Principal Financial Officer and
                                                       Principal Accounting Officer)

/s/ JOSEPH E. CANON                                                Director                       March 31, 2004
----------------------------------------------
                 Joseph E. Canon

/s/ MAC A. COALSON                                                 Director                       March 31, 2004
----------------------------------------------
                 Mac A. Coalson

                                       5
Name                                             Title                              Date
                    ----                                             -----                              ----

/s/ DAVID COPELAND                                                 Director                       March 31, 2004
----------------------------------------------
                 David Copeland

/s/ DERRELL E. JOHNSON                                             Director                       March 31, 2004
----------------------------------------------
               Derrell E. Johnson

/s/ KADE L. MATTHEWS                                               Director                       March 31, 2004
----------------------------------------------
                Kade L. Matthews

/s/ RAYMOND A. MCDANIEL, JR.                                       Director                       March 31, 2004
----------------------------------------------
            Raymond A. McDaniel, Jr.

/s/ BYNUM MIERS                                                    Director                       March 31, 2004
----------------------------------------------
                   Bynum Miers

/s/ JAMES M. PARKER                                                Director                       March 31, 2004
----------------------------------------------
                 James M. Parker

/s/ JACK D. RAMSEY                                                 Director                       March 31, 2004
----------------------------------------------
                 Jack D. Ramsey

/s/ DIAN GRAVES STAI                                               Director                       March 31, 2004
----------------------------------------------
                Dian Graves Stai

/s/ F.L. STEPHENS                                                  Director                       March 31, 2004
----------------------------------------------
                  F.L. Stephens

/s/ JOHNNY TROTTER                                                 Director                       March 31, 2004
----------------------------------------------
                 Johnny Trotter
6
INDEX TO EXHIBITS

Exhibit No.       Description
-----------       -----------

4.1               1992 Incentive Stock Option Plan (incorporated by reference
                  from Exhibit 10.5 of the Registrant's Form 10-K Annual Report
                  for the fiscal year ended December 31, 1998).

4.2               2002 Incentive Stock Option Plan (incorporated by reference
                  from Appendix A of the Registrant's Schedule 14A Definitive
                  Proxy Statement for the 2002 Annual Meeting of Shareholders).

5.1*              Opinion of Akin Gump Strauss Hauer & Feld LLP.

23.1*             Consent of Ernst and Young LLP.

23.2*             Consent of Akin Gump Strauss Hauer & Feld LLP (included in the
                  opinion filed as Exhibit 5.1 of this Registration Statement).

24.1              Power of Attorney (set forth on the signature pages of this
                  Registration Statement).

---------------
*Filed herewith

                                       7
(Letterhead of Akin Gump Strauss Hauer & Feld LLP)

                                                                    Exhibit 5.1
                                                                    -----------

                                  April 1, 2004

First Financial Bankshares, Inc.
400 Pine Street
Abilene, TX 79601

Ladies and Gentlemen:

     We have acted as special  counsel to First  Financial  Bankshares,  Inc., a
Texas corporation (the "Company"), in connection with the registration, pursuant
to a registration  statement on Form S-8 (the "Registration  Statement"),  filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act") of up to 729,147 shares (the "Company Shares") of
the Company's  authorized shares, par value $10.00 per share, to be issued under
the First  Financial  Bankshares,  Inc.  1992  Incentive  Stock  Option and 2002
Incentive Stock Option Plan (collectively the "Incentive Stock Option Plans").

     We have examined originals or certified copies of such corporate records of
the Company and other  certificates  and  documents of officials of the Company,
public  officials and others as we have deemed  appropriate for purposes of this
letter.  We have assumed the genuineness of all signatures,  the authenticity of
all documents submitted to us as originals, the conformity to authentic original
documents of all copies submitted to us as conformed and certified or reproduced
copies.  We have also assumed  that the  exercise  price paid to the Company per
Company  Share  upon  issuance  will be at least  equal to the par value of each
Company Share.

     Based  upon the  foregoing  and  subject  to the  assumptions,  exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion that
when the  Company  Shares  are  issued  and  delivered  in  accordance  with the
Incentive  Stock  Option  Plans,  the Company  Shares  will be duly  authorized,
validly issued, fully paid and non-assessable.

     The  opinions  and other  matters  in this  letter are  qualified  in their
entirety and subject to the following:

     A.   We express no  opinion as to the laws of any  jurisdiction  other than
          any published  constitutions,  treaties, laws, rules or regulations or
          judicial or administrative  decisions ("Laws") of (i) the Federal Laws
          of the  United  States  of  America  or (ii) the Laws of the  State of
          Texas.

     B.   This law firm is a registered limited liability  partnership organized
          under the laws of the State of Texas.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the Securities Act and the rules and regulations thereunder.

                                   Sincerely,

                                   /s/ AKIN GUMP STRAUSS HAUER & FELD LLP
                                   --------------------------------------

                                       8
Exhibit 23.1
                                                                   ------------

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 of First Financial Bankshares,  Inc. for the issuance of 729,147 shares
of common stock  pertaining to the 2002 Incentive Stock Option Plan and the 1992
Incentive  Stock Option Plan of our report dated January 16, 2004,  with respect
to the consolidated  financial  statements of First Financial  Bankshares,  Inc.
included in its Annual Report on Form 10-K for the year ended December 31, 2003,
filed with the Securities and Exchange Commission.

                                                          /s/ ERNST & YOUNG LLP
                                                          ---------------------

Dallas, Texas
March 31, 2004

                                       9