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
         July 3, 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 July 3, 2001, First Financial Bankshares,  Inc. (the "Company") acquired
all of the shares of City  Bancshares,  Inc. ("City  Bancshares")  pursuant to a
Stock Purchase Agreement (the "Purchase  Agreement")  previously entered into on
April 10, 2001. Pursuant to the Purchase Agreement, the Company paid $16,500,000
for all of the outstanding shares of City Bancshares. Prior to closing under the
Purchase Agreement,  the Company obtained the approval of the Board of Governors
of  the  Federal   Reserve  System  and  other  federal  and  state   regulatory
authorities.

     City Bancshares is a Texas  corporation and registered bank holding company
under the Bank Holding Company Act of 1956, as amended.  City Bancshares through
its subsidiary  City Delaware  Financial  Corporation  ("City  Delaware") is the
owner of City  National  Bank.  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
does not offer trust services.  City National Bank provides a full range of both
commercial and consumer banking services,  including loans,  checking  accounts,
savings programs,  safe deposit facilities,  access to automated teller machines
and credit card  programs.  City  National  Bank was chartered in 1925 and as of
June 30, 2001,  had assets  totaling  $91,461,000  and  shareholders'  equity of
$8,447,833.

     Pursuant to prior  regulatory  approvals,  and conditioned  upon compliance
with Texas and Delaware  corporations  laws,  City  Delaware will be merged into
City  Bancshares,  and  thereafter,  City  Bancshares  will be merged into First
Financial Bankshares of Delaware,  Inc., a Delaware corporation and bank holding
company,  ("FFB  Delaware"),   the  Company's  wholly  owned  subsidiary.   Upon
completion  of the  aforedescribed  mergers,  City  National  Bank will become a
direct subsidiary of FFB Delaware.


                                   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:  July 10, 2001                      By:  /S/Curtis R. Harvey
                                               ----------------------------
                                               CURTIS R. HARVEY
                                               Executive Vice President and
                                               Chief Financial Officer