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
         April 10, 2001                                            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) 627-7155






ITEM 5.  Other Events

     On April 10, 2001, First Financial Bankshares, Inc. (the "Company") entered
into a Stock Purchase  Agreement (the "Purchase  Agreement")  with the principal
shareholder  of City  Bancshares,  Inc.  ("City  Bancshares").  City  Bancshares
through its subsidiary, City Delaware Financial Corporation ("City Delaware") is
the owner of City National Bank. Pursuant to the Purchase Agreement and provided
all of the shares of City  Bancshares  are tendered for purchase by the Company,
the  Company  will pay  $16,500,000  for all of the  outstanding  shares of City
Bancshares.  Acquisition  of City  Bancshares  by the  Company is subject to the
approval  of the Board of  Governors  of the  Federal  Reserve  System and other
federal and state regulatory authorities, as well as, subject to satisfaction of
the  conditions  contained  in the Purchase  Agreement.  If the  transaction  is
approved by federal and state regulatory authorities, it is anticipated that the
acquisition  of City  Bancshares  and its  subsidiaries  by the Company  will be
closed  during the third  quarter of 2001.  Conditioned  upon  completion of the
above-described  transaction,  City  Bancshares  and City  Delaware 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
thereafter City National Bank will become a direct subsidiary of FFB Delaware.

     City Bancshares is a Texas  corporation and registered bank holding company
under the Bank Holding  Company Act of 1956, as amended.  City  Bancshares  owns
100% of the issued and  outstanding  capital stock of City Delaware,  a Delaware
corporation  and  bank  holding  company,  which  owns  100% of the  issued  and
outstanding capital stock of City National Bank, a national banking association.
City Bancshares and City National Bank are located in the City of Mineral Wells,
Palo Pinto County, Texas,  approximately 50 miles due west of Fort Worth, Texas.
City National  Bank was  chartered in 1925 and as of March 31, 2001,  had assets
totaling $89,500,000 and shareholders' equity of $9,000,000.


                                   SIGNATURES
                                   ----------


     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.


                                          FIRST FINANCIAL BANKSHARES, INC.
                                          (Registrant)



DATE:  April 18, 2001                     By:  /S/Curtis R. Harvey
                                               ----------------------------
                                               CURTIS R. HARVEY
                                               Executive Vice President and
                                               Chief Financial Officer