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):
                                  May 16, 2002


                        First Financial Bankshares, Inc.
               (Exact Name of Registrant as Specified in Charter)


         Texas                        0-7674                  75-0944023
(State or Other Jurisdiction       (Commission               (IRS Employer
     of Incorporation)             File Number)           Identification No.)


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


                                 (915) 627-7155
              (Registrant's telephone number, including area code)





Item 4.  Changes to Registrant's Certifying Accountants.

     On March 25, 2002, First Financial  Bankshares,  Inc.  ("First  Financial")
reported  that it  determined  not to renew the  engagement  of its  independent
accountants,  Arthur  Andersen  LLP,  effective  immediately.  At the time  this
determination  was made,  First Financial had not selected a firm of independent
accountants to replace Arthur  Andersen.  After  conducting a lengthy search and
soliciting  proposals from other large accounting firms, the Executive Committee
of First  Financial's  Board of  Directors,  upon  the  recommendation  of First
Financial's  Audit Committee,  has elected to appoint Ernst & Young LLP as First
Financial's independent accountants, effective immediately.

     During First  Financial's  two most recent fiscal years ended  December 31,
2001, and the subsequent  interim periods through May 16, 2002,  First Financial
did not consult  with Ernst & Young  regarding  any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

                                    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 BANKSHARES, INC.

Date:  May 16, 2002                     By:    /s/ Curtis R. Harvey
                                               ----------------------
                                        Name:  Curtis R. Harvey
                                        Title: Executive Vice President and
                                                Chief Financial Officer