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):        Commission File Number
         September 4, 1998                                      0-7674
                                                                ------


                        FIRST FINANCIAL BANKSHARES, INC.
                        --------------------------------
             (Exact Name of Registrant as Specified in its Charter)



         Texas                                                 75-0944023
- ------------------------                                   ----------------   
(State of Incorporation)                                   (I.R.S. Employer
                                                          Identification No.)


                      400 Pine Street, Abilene, Texas 79601
                      -------------------------------------
                   (Address of Executive Offices and Zip Code)

                  Registrant's Telephone Number (915) 627-7155







ITEM 5.  Other Events.

         On September 4, 1998, First Financial Bankshares,  Inc. (the "Company")
entered  into a  Stock  Exchange  Agreement  and  Plan  of  Reorganization  (the
"Exchange Agreement") with Cleburne State Bank ("CSB"). The Company, pursuant to
a  Prospectus  and  upon or  following  the  effective  date  of a  Registration
Statement to be filed with the Securities and Exchange Commission, will offer to
exchange  1.75  shares of its  common  stock for each  outstanding  share of CSB
common  stock.  Acquisition  of CSB by the Company is subject to approval by the
Board of Governors  of the Federal  Reserve  System and other  federal and state
regulatory  authorities,  as well as, subject to  satisfaction of the conditions
contained in the Exchange  Agreement.  If the transaction is approved by federal
and state regulatory authorities,  it is anticipated that the acquisition of CSB
will be closed during the last quarter of 1998.  Conditioned  upon completion of
the above-described transaction, it is anticipated that CSB would merge into the
Company's affiliate,  First National Bank in Cleburne, subject to complying with
federal  and state  regulatory  requirements  for the merger of a state  banking
association into a national banking association.

         CSB is a state banking  association  originally  chartered in 1980. CSB
operates two  full-service  locations,  one in  Cleburne,  Texas and a branch in
nearby Alvarado, Texas, which locations are within 25 miles of Fort Worth, Texas
and should be considered part of the Fort Worth banking market. As of August 31,
1998,  CSB  had  assets  totaling   $83,200,000  and  shareholders'   equity  of
$7,700,000.  The company's  affiliated bank in Cleburne,  Texas,  First National
Bank in Cleburne,  has total assets of  approximately  $100,000,000 and operates
locations in Cleburne, Texas and Burleson, Texas.


                                   SIGNATURES
                                   ----------

         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 BANKSHARES, INC.
                                                (Registrant)



DATE:  September 16, 1998                   By: /S/ CURTIS R. HARVEY
                                                ----------------------------
                                                CURTIS R. HARVEY
                                                Executive Vice President and
                                                Chief Financial Officer







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