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 20, 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




ITEM 5.  Other Events.

     On September 20, 1995, First Financial Bankshares, Inc.
(the"Company") executed a Letter of Intent with Weatherford
National Bancshares, Inc. ("WNBI") to acquire all of the issued
and outstanding shares of the common stock of WNBI.  The Company,
pursuant to a Prospectus and after filing a registration
statement with the Securities and Exchange Commission, will offer
to exchange 1.5 shares of its common stock for each outstanding
share of WNBI. Acquisition of WNBI by the Company is subject to
approval by the Federal Reserve Board and other federal and state
regulatory authorities.  The transaction is also subject to
negotiation, preparation and approval of a definitive written
Stock Exchange Agreement and Plan of Reorganization between the
Company and WNBI, to which WNBI's subsidiaries, Parker
Bancshares, Inc. ("Parker Bancshares") and Weatherford National
Bank ("Weatherford National"), shall also be parties.  If the
transaction is approved by federal and state regulatory
authorities, it is anticipated that the acquisition of WNBI and
its subsidiaries by the Company will be closed during the first
quarter of 1996.  WNBI and Parker Bancshares will then be merged
with and into First Financial Bankshares of Delaware, Inc. ("FFB
Delaware"), the Company's wholly-owned Delaware bank holding
company and Weatherford National will become a direct subsidiary
of FFB Delaware.

     WNBI is a Texas corporation and registered bank holding
company under the Bank Holding Company Act of 1956, as amended. 
WNBI owns 100% of the issued and outstanding capital stock of
Parker Bancshares, which is a Delaware corporation and also a
registered bank holding company.  Parker Bancshares owns 100% of
the issued and outstanding shares of Weatherford National, a
national banking association.  WNBI, Parker Bancshares and
Weatherford National are all located in the City of Weatherford,
Parker County, Texas, approximately 30 miles west of Fort Worth,
Texas, on the western edge of the Fort Worth-Dallas metropolitan
area.  WNBI has approximately 150 shareholders.  Weatherford
National was chartered in 1984 and has assets totaling
$62,000,000 and shareholders' equity of $5,100,000.  Weatherford
National has two full-service locations in Weatherford.  

     The Company previously reported that it had entered into a
Stock Purchase and Sale Agreement to acquire all of the common
stock of Citizens Equity Corp. ("Citizens Equity"), which owns
The Citizens National Bank of Weatherford ("Citizens National"),
also located in the City of Weatherford, Parker County, Texas. 
If that transaction is approved by regulatory authorities and
consummated, Citizens Equity will also be merged with and into
FFB Delaware and, ultimately, Weatherford National will be merged
with Citizens National, with its principal banking facility to be
in Weatherford, Texas, and branches located in both Weatherford
and Aledo, Texas.

                                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)

DATE:  October 2, 1995        By: _______________________________
                                   CURTIS R. HARVEY
                                   Executive Vice President and
                                   Chief Financial Officer