8-K

UNITED STATES
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): March 26, 2009

FIRST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Indiana	000-16759	35-1546989
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One First Financial Plaza Terre Haute, Indiana	47807
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (812) 238-6000

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 26, 2009, First Financial Corporation (the “Registrant”) received a letter from the NASDAQ Listing Qualifications Department (“NASDAQ”) informing it that solely as a result of a single real estate transaction with one of its “independent” directors, that director would no longer be considered an “independent” director as defined by the NASDAQ Marketplace Rules. Consequently, the composition of the Registrant’s Board of Directors no longer complies with the NASDAQ Marketplace Rule 4350, which requires that a majority of the board of directors be comprised of independent directors as defined in the NASDAQ Marketplace Rule 4200. The Board of Directors of the Registrant is now considered to be comprised of five “independent” directors and five directors that are not considered “independent” under the NASDAQ Marketplace Rule 4200. In the letter, NASDAQ requested that the Registrant provide a specific plan and timetable to achieve compliance with the NASDAQ Marketplace Rules on or before April 10, 2009. The Registrant is exploring its alternatives and will comply with this request.

In accordance with NASDAQ Marketplace Rule 4803(a), on March 31, 2009 the Registrant issued a press release disclosing the receipt of the deficiency letter from the NASDAQ. A copy of the press release is attached as Exhibit 99.1 to this report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) — (c)	Not applicable.
(d)	Exhibits
	99.1     Press Release dated March 31, 2009

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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 hereunto duly authorized.

Date: March 31, 2009

FIRST FINANCIAL CORPORATION
By:	/s/ Norman L. Lowery
	Norman L. Lowery
	Vice Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated March 31, 2009

4

EX-99.1

Exhibit 99.1

News Release

FIRST FINANCIAL

CORPORATION

ONE FIRST FINANCIAL PLAZA, TERRE HAUTE, INDIANA 47807 (812) 238-6000

	For more information contact:
March 31, 2009	Norman L. Lowery at (812) 238-6487

FIRST FINANCIAL CORPORATION RECEIVES NASDAQ LETTER

TERRE HAUTE, INDIANA — First Financial Corporation (NASDAQ:THFF) today announced that on March 26, 2009, it received a letter from the NASDAQ Listing Qualifications Department (“NASDAQ”) informing it that solely as a result of a single real estate transaction with one of its “independent” directors, that director would no longer be considered an “independent” director as defined by the NASDAQ Marketplace Rules. Consequently, the composition of First Financial’s Board of Directors no longer complies with the NASDAQ Marketplace Rule 4350, which requires that a majority of the board of directors be comprised of independent directors as defined in the NASDAQ Marketplace Rule 4200. The Board of Directors of First Financial is now considered to be comprised of five “independent” directors and five directors that are not considered “independent” under the NASDAQ Marketplace Rule 4200. In the letter, NASDAQ requested that First Financial provide a specific plan and timetable to achieve compliance with the NASDAQ Marketplace Rules on or before April 10, 2009. First Financial is exploring its alternatives and will comply with this request.

First Financial Corporation is the holding company for First Financial Bank NA in Indiana and Illinois, The Morris Plan Company of Terre Haute and Forrest Sherer Inc. in Indiana.

FORWARD LOOKING STATEMENTS

This document contains forward-looking statements. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, the Corporation’s ability to effectively execute its business plans; changes in general economic and financial market conditions; changes in interest rates; changes in the competitive environment; continuing consolidation in the financial services industry; new litigation or changes in existing litigation; losses, customer bankruptcy, claims and assessments; changes in banking regulations or other regulatory or legislative requirements affecting the Corporation’s business; and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. Additional information concerning factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements is available in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, and subsequent filings with the United States Securities and Exchange Commission (SEC). Copies of these filings are available at no cost on the SEC’s Web site at www.sec.gov or on the Corporation’s Web site at www.first-online.com. Management may elect to update forward-looking statements at some future point; however, it specifically disclaims any obligation to do so.