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 7, 1995                            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) 675-7155

PAGE

ITEM 5.  Other Events.

     On September 7, 1995, First Financial Bankshares, Inc. (the
"Company") entered into a Stock Purchase and Sale Agreement (the
"Agreement") with Citizens Equity Corp. ("Citizens Equity"), The
Citizens National Bank of Weatherford ("Citizens National") and
various persons (the "Principal Shareholders") owning, in the
aggregate, more than two-thirds (2/3) of the issued and outstanding
shares of the common stock of Citizens Equity ("Citizens Equity
Stock").  Pursuant to the Agreement, the Principal Shareholders
have agreed to sell, and the Company has agreed to purchase, all of
the Principal Shareholders' shares of Citizens Equity Stock for
$60.00 per share, subject to certain price adjustments stated in
the Agreement.  First Financial shall also make a cash tender offer
to the remaining shareholders of Citizens Equity and consummation
of the transaction is conditioned upon tender of 100% of the issued
and outstanding shares of Citizens Equity Stock.  It is also a
condition precedent to consummation of the transaction that
Citizens Equity acquire all, or substantially all, of the remaining
shares of Citizens National common stock not presently owned by
Citizens Equity and that Citizens Equity also redeem all 311 shares
of its presently issued and outstanding Preferred Stock.  None of
the persons from whom the Company shall purchase the Citizens
Equity Stock has any material relationship with the Company, its
wholly-owned Delaware subsidiary, First Financial Bankshares of
Delaware, Inc. ("FFB Delaware"), any affiliate, director or officer
of the Company, or any associate of any such director or officer. 
Closing of the purchase of Citizens Equity Stock is expected to
occur during the first quarter of 1996.  If the transaction is
consummated, Citizens Equity will be merged with and into FFB
Delaware and Citizens National shall become a subsidiary bank of
FFB Delaware. 

     In addition to certain conditions precedent stated in the
Agreement, consummation and closing of the stock purchase
transaction is subject to approval by the Federal Reserve Board and
other federal and state regulatory authorities.  An application for
approval of the transaction was submitted to the Federal Reserve
Bank of Dallas on September 13, 1995.  Funding of the stock
purchase will be provided from available cash reserves of the
Company.   In addition, the Company will assume approximately
$6,725,000 in indebtedness of Citizens Equity, substantially all of
which was incurred by Citizens Equity when it acquired Citizens
National. 

     Citizens Equity is a Texas corporation and registered bank
holding company which owns approximately 91% of the issued and
outstanding stock of Citizens National.  Both Citizens Equity and
Citizens National are located in the City of Weatherford, Parker
County, Texas, which is approximately 30 miles west of Fort Worth,
Texas on the western edge of the Dallas-Fort Worth Metroplex.  
Citizens Equity has total assets of approximately $11,000,000,
substantially all of which is its stock in Citizens National, which
is its only operating subsidiary.  Citizens National was originally
chartered in 1868 and at July 31, 1995, had Total  of approximately
$94,000,000 and Shareholders' Equity of approximately $8,400,000. 

PAGE

                            SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has caused this
Report to be signed on its behalf by the undersigned, thereunto
duly authorized.  

                              FIRST FINANCIAL BANKSHARES, INC.
                              (Registrant)                        
            
                              By:                          
DATE:  September 14, 1995     CURTIS R. HARVEY
                              Executive Vice President and                    
                              Chief Financial Officer