SC 13E4/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                              SCHEDULE 13E-4/A NO.3

       (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)

                         FIRSTCITY FINANCIAL CORPORATION
                         -------------------------------
                              (Name of the Issuer)


                         FIRSTCITY FINANCIAL CORPORATION
                         -------------------------------
                      (Name of Person(s) Filing Statement)


                             Special Preferred Stock
                           ($.01 par value per share)
                           --------------------------
                         (Title of Class of Securities)


                                   33761X 206
                                   ----------
                      (CUSIP Number of Class of Securities)


                                James R. Hawkins
                         FirstCity Financial Corporation
                               6400 Imperial Drive
                                Waco, Texas 76712
                                 (254) 751-1750
                                 --------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications
                  on Behalf of the Person(s) Filing Statement)

                                    Copy to:

                                 Steven D. Rubin
                           Weil, Gotshal & Manges LLP
                            700 Louisiana, Suite 1600
                              Houston, Texas 77002

      This statement is filed in connection with (check the appropriate box):

      a.  [ ]     The filing of solicitation materials or an information
                  statement subject to Regulation 14A, Regulation 14C or Rule
                  13E-3(c) under the Securities Exchange Act of 1934.

      b.  [ ]     The filing of a registration statement under the Securities
                  Act of 1933.

      c.  [X]     A tender offer.

      d.  [ ]     None of the above.

      Check the following box if the soliciting materials or information
statement referred to in check box (a) are preliminary copies: [ ]




HOFS02...:\92\54892\0009\1848\SCH8057K.23A

                             INTRODUCTORY STATEMENT

      This Amendment No. 3 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Schedule 13E-4") filed with the Securities and
Exchange Commission (the "Commission") on June 19, 1997, as amended by the
Schedule 13E-4/A No. 1 filed with the Commission on July 22, 1997, and by the
Schedule 13E-4/A No. 2 filed with the Commission on July 30, 1997, by FirstCity
Financial Corporation, a Delaware corporation (the "Company"), relating to the
offer by the Company to purchase all of the outstanding shares of Special
Preferred Stock, upon the terms and subject to the conditions set forth in the
Offer to Exchange dated June 18, 1997, as amended by the Supplement to Offer to
Exchange dated July 25, 1997 (the "Offer to Exchange"), and in the related
Letter of Transmittal (which together constitute the "Offer").

      This Amendment No. 3 reflects the results of the Offer, which expired at
5:00 p.m., New York City time on August 4, 1997, as revealed by press release,
dated August 5, 1997 (the "Press Release").

      Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13E-4 or in the Offer to Exchange.





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ITEM 8.  ADDITIONAL INFORMATION.

         (e) The information set forth in Section 8(e) of the Schedule 13E-4 is
hereby amended to add the following:

               As set forth in the Press Release, dated August 5, 1997, which is
               attached hereto as Exhibit 99.(a)(9) and the complete text of
               which is incorporated herein by reference, approximately
               1,066,000 shares of Special Preferred Stock were tendered and not
               withdrawn prior to August 4, 1997, the date on which the Offer
               expired.


ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

               99.(a)(9) Press Release, dated August 5, 1997.




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                                    SIGNATURE



      After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                     FirstCity Financial Corporation

                                     By:   /s/ James R. Hawkins
                                         -----------------------------------
                                     Name: James R. Hawkins
                                     Title: Chairman of the Board,
                                            Chief Executive Officer and
                                            Director


August 8, 1997




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                                 EXHIBIT INDEX

Exhibit No.              Description
- -----------              -----------

99.(a)(9)                Press Release, dated August 5, 1997.

EX-99

                                                        Exhibit 99(a)(9)


                    NEW PREFERRED STOCK APPROVED FOR LISTING
                           ON NASDAQ NATIONAL MARKETS


      Houston, August 5, 1997 . . . FirstCity Financial Corporation announced

today that its New Preferred Stock, which was issued pursuant to its exchange

offer, was approved for quotation on NASDAQ National Markets. The trading symbol

for the New Preferred Stock, which will be eligible for trading beginning

Thursday, August 7, 1997, will be FCFCO.


      The exchange offer, under which the New Preferred Stock was created,

expired at 5 p.m. New York City time, on Monday, August 4, 1997. Approximately

1,066,000 of the company's Special Preferred Stock were tendered for exchange

for the New Preferred Stock.


      FirstCity Financial Corporation is a diversified financial services

company engaged in portfolio acquisition, consumer lending, mortgage banking and

asset servicing through approximately 50 offices in the US and with affiliate

organizations in Europe. Its common (FCFC), Special Preferred (FCFCP) and New

Preferred (FCFCO) stocks are listed on the NASDAQ National Market System.