SC 13E4/A

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

                              SCHEDULE 13E-4/A NO.1

       (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
                                 (817) 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\5267\SCH7167J.00B

                             INTRODUCTORY STATEMENT

      This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Schedule 13E-4") filed with the Securities and
Exchange Commission on June 19, 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 (the "Offer to Exchange"), and in the related Letter
of Transmittal (which together constitute the "Offer").

      This Amendment No. 1 reflects the extension by press release, dated July
18, 1997, of the date and time at which the Offer to Exchange expires from 12:00
midnight, New York City time, on July 18, 1997 to 5:00pm, New York City
time, on July 31, 1997.

      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.





                                  2

ITEM 8.  ADDITIONAL INFORMATION.

         (e) The information set forth in Section 8(e) of the Schedule 13E-4 is
hereby amended to read in its entirety as follows:

               As set forth in the Press Release, dated July 18, 1997, which is
               attached hereto as exhibit 99.(a)(6) (the "Press Release"), the
               complete text of which is incorporated herein by reference, the
               Company has extended the time and date of expiration of the
               Exchange Offer to 5:00pm, New York City time, on Thursday, July 
               31, 1997 (the "New Expiration Date").


ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

               99.(a)(6) Press Release, dated July 18, 1997.




                                  3

                                    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


July 18, 1997




                                  4

EX-99

                                                                Exhibit 99(a)(6)

                   FirstCity Financial Extends Exchange Offer
                               Until July 31, 1997

      Houston, July 18, 1997 . . . FirstCity Financial Corporation announced

that it is extending the expiration of its exchange offer for its Special

Preferred stock until 5 p.m. New York time on Thursday July 31, 1997.

      Terms of the exchange offer allow a holder of outstanding Special

Preferred stock to exchange shares of such stock for an equal number of

FirstCity's redeemable New Preferred stock. As with the existing Special

Preferred, the redemption value of the New Preferred Stock will be $21. The New

Preferred stock will have an annual dividend rate of $3.15 per share, payable

quarterly, until September 30, 1998. Beginning October 1, 1998 the dividend rate

will adjust downward to $2.10 per year or 10% of the New Preferred redemption

value. The New Preferred will be callable on or after September 30, 2003 and is

to be redeemed on September 30, 2005.

      Consummation of the exchange remains conditioned upon, among other things,

at least 1,500,000 of Special Preferred stock being validly tendered and not

withdrawn prior to the expiration of the exchange offer. Other terms and

conditions of the exchange offer which are outlined in the offering circular

dated June 18, 1997 remain unchanged.

      The exchange is generally structured to be a tax free exchange and the New

Preferred stock is expected to qualify for dividend received exclusions under

the current IRS code, subject to applicable limitations.

      James Hawkins, Chairman of FirstCity noted, "We are very enthusiastic

about this offer to our current Special Preferred shareholders. The preferred

they now hold is to be redeemed in September of 1998, at which point the holders

will have a tax consequence from the redemption of the security. Exchanging for

the new preferred allows a holder to defer any tax recognition and provides the

holder with a new preferred at very competitive dividend rates. We believe this

is a very attractive offer for our preferred holders. With the timing of this

offer falling during summer vacations as well as the




relatively short duration of the initial exchange period, we determined that an

extension is necessary to assure that all holders have ample time to consider

the exchange."

      As of 4 p.m. New York City time on Friday, July 18, 1997, 935,000 shares

have been tendered pursuant to the offer.

      Holders who would like additional information regarding the exchange offer

should contact Suzy Taylor-Vice President of Investor Relations for FirstCity at

713-652-1810.

      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 and Mexico. Its common (FCFC) and special preferred

(FCFCP) stock are listed on the NASDAQ National Market System.