FORM 10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2001

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from              to

Commission file number 0-7674
                       ------

                        FIRST FINANCIAL BANKSHARES, INC.
                        --------------------------------
         (Exact name of registrant as Specified in its charter)

               Texas                                      75-0944023
- ---------------------------------------------        -------------------
(State or other jurisdiction of incorporation        (I.R.S. Employer
           or organization)                          Identification No.)

                      400 Pine Street, Abilene, Texas 79601
                      -------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                  (915)627-7155
                                  -------------
              (Registrant's telephone number, including area code)

                                    NO CHANGE
                                    ---------
         (Former name, former address and former fiscal year, if changed
                               since last report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No   .
                                             ---    ---
     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of August 1, 2001.

          Class                                Number of Shares Outstanding
          -----                                ----------------------------
Common Stock, Par Value $10.00 Per Share                  12,319,979





                                TABLE OF CONTENTS

                                     PART I


                              FINANCIAL INFORMATION

    Item                                                                 Page
    ----                                                                 ----



      1.     Consolidated Financial Statements and Notes to
                Consolidated Financial Statements                          3


      2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations                          11


      3.     Quantitative and Qualitative Disclosures About Market Risk   13


             Signatures                                                   14


                                      -2-





                                     PART I


                              FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements.

The consolidated balance sheets of First Financial Bankshares,  Inc. at June 30,
2001 and 2000,  and  December  31,  2000,  and the  consolidated  statements  of
earnings and comprehensive  earnings for the three and six months ended June 30,
2001 and 2000,  and the  changes  in  shareholders'  equity  for the year  ended
December 31, 2000 and six months ended June 30, 2001, and the cash flows for the
six months ended June 30, 2001 and 2000, follow on pages 4 through 8.


                                      -3-





                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS






                                                                                            June 30,
                                                                               ---------------------------------
                                                                                           Unaudited
                                                                               ---------------------------------      December 31,
                                                                                     2001              2000               2000
                                                                               ---------------   ---------------    ---------------
                                                                                                           
ASSETS
    Cash and due from banks                                                    $    78,397,631   $    78,551,793    $   100,300,424
    Federal funds sold                                                              74,125,000        30,206,548         62,230,288
                                                                               ---------------   ---------------    ---------------
       Cash and cash equivalents                                                   152,522,631       108,758,341        162,530,712

    Interest-bearing deposits in banks                                                 304,455           104,199            104,338
    Investment securities:
       Securities held-to-maturity (market value of
         $338,568,090 and $414,828,996 at June 30, 2001                            321,058,211       423,573,107        391,918,076
         and 2000, respectively; $393,590,628 at December 31, 2000)
       Securities available-for-sale, at market value                              339,525,470       248,557,951        262,334,642
                                                                               ---------------   ---------------    ---------------
             Total investment securities                                           660,583,681       672,131,058        654,252,718

    Loans                                                                          862,786,862       812,147,143        859,270,728
       Less: Allowance for loan losses                                               9,672,505         9,587,639          9,887,646
                                                                               ---------------   ---------------    ---------------
    Net loans                                                                      853,114,357       802,559,504        849,383,082

    Bank premises and equipment, net                                                40,754,291        40,388,723         40,090,733
    Goodwill, net                                                                   17,694,621        19,335,988         18,515,304
    Other assets                                                                    26,384,417        29,429,903         28,937,327
                                                                               ---------------   ---------------    ---------------

TOTAL ASSETS                                                                   $ 1,751,358,453   $ 1,672,707,716    $ 1,753,814,214
                                                                               ===============   ===============    ===============

LIABILITIES
    Noninterest-bearing deposits                                               $   330,407,818   $   325,657,904    $   336,276,933
    Interest-bearing deposits                                                    1,188,058,484     1,134,688,021      1,183,596,767
                                                                               ---------------   ---------------    ---------------
       Total deposits                                                            1,518,466,302     1,460,345,925      1,519,873,700

    Dividends payable                                                                3,695,865         3,292,229          3,256,540
    Securities sold under agreements to repurchase                                  12,586,776        14,486,306         26,164,359
    Other liabilities                                                                9,961,101         8,399,083          8,398,727
                                                                               ---------------   ---------------    ---------------

       Total liabilities                                                         1,544,710,044     1,486,523,543      1,557,693,326
                                                                               ---------------   ---------------    ---------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
    Common stock - $10 par value; authorized 20,000,000 shares;
       12,319,549 and 9,976,453 issued and outstanding at
       June 30,2001 and 2000,respectively; 9,983,002 shares issued
       and 9,856,902 shares oustanding at December 31, 2000                        123,195,490        99,764,530         99,830,020
    Capital surplus                                                                 57,721,279        60,535,858         60,592,310
    Retained earnings                                                               20,708,837        30,085,817         38,003,195
    Treasury stock, at cost  - 126,100 shares at December 31, 2000                        --                --           (3,925,069)
    Unrealized gain (loss) on investment securities available-for-sale, net          5,022,803        (4,202,032)         1,620,432
                                                                               ---------------   ---------------    ---------------

       Total shareholders' equity                                                  206,648,409       186,184,173        196,120,888
                                                                               ---------------   ---------------    ---------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                     $ 1,751,358,453   $ 1,672,707,716    $ 1,753,814,214
                                                                               ===============   ===============    ===============

See notes to consolidated financial statements.





                                       -4-





                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF EARNINGS - (UNAUDITED)






                                                               Three Months Ended                     Six Months Ended
                                                                     June 30,                               June 30,
                                                       ----------------------------------    --------------------------------------
                                                             2001              2000                2001                 2000
                                                       ---------------    ---------------    -----------------    -----------------
                                                                                                      
INTEREST INCOME
    Interest and fees on loans                         $    18,792,018    $    18,359,511    $      38,367,324    $      36,008,300
    Interest on investment securities:
        Taxable                                              7,759,393          8,431,214           15,566,024           16,731,616
        Exempt from federal income tax                       1,540,063          1,421,235            3,018,344            2,831,189
    Interest on federal funds sold and
     interest-bearing deposits in banks                      1,120,820            955,593            2,207,112            1,855,313
                                                       ---------------    ---------------    -----------------    -----------------
      Total interest income                                 29,212,294         29,167,553           59,158,804           57,426,418

INTEREST EXPENSE
    Interest-bearing deposits                               11,531,888         11,522,982           24,242,985           22,652,108
    Other                                                      247,051            215,183              562,571              370,158
                                                       ---------------    ---------------    -----------------    -----------------
      Total interest expense                                11,778,939         11,738,165           24,805,556           23,022,266
                                                       ---------------    ---------------    -----------------    -----------------

NET INTEREST INCOME                                         17,433,355         17,429,388           34,353,248           34,404,152
    Provision for loan losses                                  497,334            419,500              863,717            1,160,250
                                                       ---------------    ---------------    -----------------    -----------------

NET INTEREST INCOME AFTER
    PROVISION FOR LOAN LOSSES                               16,936,021         17,009,888           33,489,531           33,243,902

NONINTEREST INCOME
    Trust department income                                  1,478,317          1,397,284            2,995,365            2,743,522
    Service fees on deposit accounts                         3,741,899          3,542,862            7,248,672            6,931,232
    ATM fees                                                   478,447            385,075              929,691              714,475
    Real estate mortgage fees                                  497,458            263,783              769,854              495,809
    Net gain on securities transactions                         12,763                  -               67,612                    -
    Other                                                      852,343            673,429            1,746,716            1,843,860
                                                       ---------------    ---------------    -----------------    -----------------
      Total noninterest income                               7,061,227          6,262,433           13,757,910           12,728,898

NONINTEREST EXPENSE
    Salaries and employee benefits                           6,985,845          6,794,304           13,872,049           13,625,513
    Net occupancy expense                                      953,849            895,994            1,890,423            1,770,271
    Equipment expense                                        1,058,845          1,059,775            2,139,121            2,073,537
    Goodwill amortization                                      410,437            410,341              820,778              820,683
    Other expenses                                           4,099,426          3,763,136            7,936,797            7,573,338
                                                       ---------------    ---------------    -----------------    -----------------
      Total noninterest expense                             13,508,402         12,923,550           26,659,168           25,863,342
                                                       ---------------    ---------------    -----------------    -----------------

EARNINGS BEFORE INCOME TAXES                                10,488,846         10,348,771           20,588,273           20,109,458
    Income tax expense                                       3,201,825          3,220,204            6,297,502            6,234,379
                                                       ---------------    ---------------    -----------------    -----------------

NET EARNINGS                                           $     7,287,021    $     7,128,567    $      14,290,771    $      13,875,079
                                                       ===============    ===============    =================    =================

EARNINGS PER SHARE, BASIC (1)                          $          0.59    $          0.57    $            1.16    $            1.11

EARNINGS PER SHARE, ASSUMING DILUTION (1)              $          0.59    $          0.57    $            1.16    $            1.11

DIVIDENDS PER SHARE (2)                                $          0.26    $          0.24    $            0.57    $            0.50

(1) Earnings per share are calculated using weighted average shares outstanding
    for each  period  presented  with  prior  periods  adjusted  for 25%  stock
    dividend issued June 1, 2001.

(2) Dividends per share are calculated using actual number of shares outstanding
    at the end of each period  presented  with prior  periods  adjusted for 25%
    stock dividend issued June 1, 2001.

See notes to consolidated financial statements.





                                       -5-





                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS - (UNAUDITED)






                                                              Three Months Ended                  Six Months Ended
                                                                   June 30,                             June 30,
                                                       --------------------------------    ----------------------------------
                                                            2001               2000              2001               2000
                                                       --------------    --------------    ---------------    ---------------
                                                                                                  
NET EARNINGS                                           $    7,287,021    $    7,128,567    $    14,290,771    $    13,875,079

 OTHER ITEMS OF COMPREHENSIVE EARNINGS
   Change in unrealized gain (loss) on investment
    securities available-for-sale, before income taxes      1,756,146          (162,345)         5,302,029           (168,162)
   Reclassification adjustment for realized gains
    on investment in securities included in net
    earnings, before income taxes                             (12,763)                -            (67,612)                 -
                                                       --------------    --------------    ---------------    ---------------

       Total other items of comprehensive earnings          1,743,383          (162,345)         5,234,417           (168,162)
                                                       --------------    --------------    ---------------    ---------------

OTHER COMPREHENSIVE EARNINGS, BEFORE INCOME TAXES           9,030,404         6,966,222         19,525,188         13,706,917

  Income tax expense (benefit) related to other
    items of comprehensive earnings                           610,184           (56,821)         1,832,046            (58,857)
                                                       --------------    --------------    ---------------    ---------------


COMPREHENSIVE EARNINGS                                 $    8,420,220    $    7,023,043    $    17,693,142    $    13,765,774
                                                       ==============    ==============    ===============    ===============

See notes to consolidated financial statements.





                                       -6-





                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY






                                                                                                        Unrealized
                                                                                                      Gain (Loss) on
                                                                                                        Investment
                                       Common Stock                                                     Securities       Total
                                  -------------------------    Capital       Retained     Treasury       Available   Shareholders'
                                    Shares       Amount        Surplus       Earnings   Stock, at cost For Sale, Net     Equity
                                  ----------  -------------  ------------  ------------  ------------   -----------  -------------
                                                                                                
Balances at December 31, 1999      9,974,306  $  99,743,060  $ 60,517,351  $ 22,495,259  $          -   $(4,092,727) $ 178,662,943

   Net earnings                            -              -             -    28,316,047             -             -     28,316,047

   Stock issuances                     8,696         86,960        74,959             -             -             -        161,919

   Cash dividends declared,
    $1.29 per share                        -              -             -   (12,808,111)            -             -    (12,808,111)

   Acquisition of treasury stock           -              -             -             -    (3,925,069)            -     (3,925,069)

   Change in unrealized gain (loss)
    on investment securities
    available-for-sale, net                -              -             -             -             -     5,713,159      5,713,159
                                  ----------  -------------  ------------  ------------  ------------   -----------  -------------

Balances at December 31, 2000      9,983,002     99,830,020    60,592,310    38,003,195    (3,925,069)    1,620,432    196,120,888

   Net earnings                            -              -             -    14,290,771             -             -     14,290,771

   Stock split-up, effected in the
    form of a 25% stock dividend   2,461,770     24,617,700             -   (24,617,700)            -             -              -

   Stock issuances                    10,777        107,770         9,088             -             -             -        116,858

   Cash dividends declared,
    $.57 per share                         -              -             -    (6,967,429)            -             -     (6,967,429)

   Acquisition of treasury stock           -              -             -             -      (315,050)            -       (315,050)

   Retirement of treasury stock     (136,000)    (1,360,000)   (2,880,119)            -     4,240,119             -              -

   Change in unrealized gain
    on investment securities
    available-for-sale, net                -              -             -             -             -     3,402,371      3,402,371
                                  ----------  -------------  ------------  ------------  ------------   -----------  -------------


Balances at June 30, 2001
 (unaudited)                      12,319,549  $ 123,195,490  $ 57,721,279  $ 20,708,837  $          -   $ 5,022,803  $ 206,648,409
                                  ==========  =============  ============  ============  ============   ===========  =============

See notes to consolidated financial statements.





                                       -7-





                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)





                                                                                          Six Months Ended
                                                                                               June 30,
                                                                                ------------------------------------
                                                                                       2001               2000
                                                                                -----------------   ----------------
                                                                                              
CASH FLOWS FROM OPERATING ACTIVITIES
     Net earnings                                                               $      14,290,771   $     13,875,079
     Adjustments to reconcile net earnings to
      net cash provided by operating activities:
          Depreciation and amortization                                                 2,781,694          2,881,036
          Provision for loan losses                                                       863,717          1,160,250
          Premium amortization, net of discount accretion                                 397,684            946,028
          Gain on sale of  assets                                                         (53,909)            (6,083)
          Deferred federal income tax (benefit) expense                                  (795,754)            58,024
          Decrease (increase) in other assets                                           1,428,986           (211,583)
          Increase in other liabilities                                                 1,562,374          1,027,301
                                                                                -----------------   ----------------
             Total adjustments                                                          6,184,792          5,854,973
                                                                                -----------------   ----------------
      Net cash provided by operating activities                                        20,475,563         19,730,052

CASH FLOWS FROM INVESTING ACTIVITIES
     Net increase in interest-bearing deposits in banks                                  (200,117)          (100,119)
     Activity in available-for-sale securities:
      Sales                                                                            12,629,496                  -
      Maturities                                                                       46,790,210          5,952,639
      Purchases                                                                      (122,185,407)       (20,981,825)
     Activity in held-to-maturity securities:
      Maturities                                                                      121,471,592         39,785,258
      Purchases                                                                       (60,132,509)       (41,783,566)
     Net increase in loans                                                             (4,615,481)       (15,649,135)
     Capital expenditures                                                              (2,708,673)          (917,081)
     Proceeds from sale of assets                                                         178,522            206,616
                                                                                -----------------   ----------------
      Net cash used in investing activities                                            (8,772,367)       (33,487,213)

CASH FLOWS FROM FINANCING ACTIVITIES
     Net decrease in noninterest-bearing deposits                                      (5,869,115)       (14,855,833)
     Net increase (decrease) in interest-bearing deposits                               4,461,717        (49,502,688)
     Net (decrease) increase in securities sold under agreements to repurchase        (13,577,583)         4,848,572
     Common stock transactions:
      Acquisition of treasury stock                                                      (315,050)                 -
      Proceeds from stock issuances                                                       116,858             39,977
     Dividends paid                                                                    (6,528,104)        (5,984,584)
                                                                                -----------------   ----------------
      Net cash used in financing activities                                           (21,711,277)       (65,454,556)
                                                                                -----------------   ----------------

     Net decrease in cash and cash equivalents                                        (10,008,081)       (79,211,717)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                        162,530,712        187,970,058
                                                                                -----------------   ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $     152,522,631   $    108,758,341
                                                                                =================   ================

SUPPLEMENTAL INFORMATION AND NONCASH TRANSACTIONS
     Interest paid                                                              $      24,387,048   $     23,138,254
     Federal income tax paid                                                            6,378,823          6,702,275
     Assets acquired through foreclosure                                                   54,614            267,164
     Retirement of treasury stock                                                       4,240,119                  -

See notes to consolidated financial statements.





                                       -8-





                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Note 1 - Basis of Presentation

In the opinion of management,  the unaudited  consolidated  financial statements
reflect all  adjustments  necessary  for a fair  presentation  of the  Company's
financial position and unaudited results of operations.  All adjustments were of
a normal recurring nature.  However, the unaudited results of operations for the
three months and six months ended June 30, 2001 are not  necessarily  indicative
of the results to be expected for the year ended December 31, 2001.


Note 2 - Earnings Per Share

Basic earnings per common share is computed by dividing net income  available to
common  shareholders by the weighted average number of shares outstanding during
the period.  In  computing  diluted  earnings  per common share for the quarters
ended June 30, 2001 and 2000, the Company assumes that all  outstanding  options
to purchase  common stock have been  exercised at the  beginning of the year (or
time of issuance,  if later). The dilutive effect of the outstanding  options is
reflected by  application of the treasury  stock method,  whereby,  the proceeds
from the  exercised  options are assumed to be used to purchase  common stock at
the average  market price during the  respective  period.  The weighted  average
common shares  outstanding used in computing basic earnings per common share for
the  quarters  ended June 30,  2001 and 2000,  were  12,312,900  and  12,468,353
shares,  respectively.  The weighted  average common shares  outstanding used in
computing basic earnings per share for the six-month periods ended June 30, 2001
and 2000,  were  12,312,706 and 12,468,118  shares,  respectively.  The weighted
average common shares  outstanding used in computing diluted earnings per common
share for the  quarters  ended  June 30,  2001 and  2000,  were  12,363,974  and
12,502,503 shares, respectively.  The weighted average common shares outstanding
used in computing  diluted  earnings per common share for the six-month  periods
ended  June  30,  2001  and  2000,  were   12,366,251  and  12,497,990   shares,
respectively.


Note 3 - Recent Accounting Standards

In June 2001,  the  Financial  Accounting  Standards  Board  issued SFAS No.141,
"Business  Combinations,"  and SFAS No.  142,  "Goodwill  and  Other  Intangible
Assets".  SFAS 141  prospectively  prohibits the pooling of interests  method of
accounting for business  combinations  initiated  after June 30, 2001.  SFAS 142
requires  that  goodwill no longer be  amortized,  but  instead be reviewed  for
impairment.  The Company will adopt SFAS 142 on January 1, 2002.  Upon adoption,
the Company will assign goodwill to the lowest  reporting unit level and perform
an initial impairment test.  Subsequently,  an impairment test will be performed
annually or on an interim basis if an event occurs or circumstances  change that
would  reduce the fair value of a reporting  unit below its carrying  value.  On
January 1, 2002, the Company will discontinue amortizing goodwill recorded prior
to June 30, 2001.  Goodwill initially recorded  subsequent to June 30, 2001 will
not be amortized.  The Company is in the process of  evaluating  but has not yet
determined the financial statement impact of SFAS 142.

In July 2001,  the  Securities  and  Exchange  Commission  ("SEC")  issued Staff
Accounting  Bulletin No. 102,  "Selected  Loan Loss  Allowance  Methodology  and
Documentation  Issues" ("SAB 102").  This staff  accounting  bulletin  expresses
certain  of the  SEC  staff's  views  on  the  development,  documentation,  and
application  of a systematic  methodology  that the staff  normally would expect
registrants  to prepare  and  maintain in support of their  allowances  for loan
losses.  The  Company  believes  it is  substantially  in  compliance  with  the
provisions  of SAB 102 and  expects  the  guidance  to  have  no  impact  on its
financial  reporting  process.  Parallel  guidance was issued by federal banking
agencies  through  the Federal  Financial  Institutions  Examination  Council as
interagency  guidance,  "Policy Statement on Allowance for Loan and Lease Losses
Methodologies and Documentation for Banks and Savings Institutions."


                                      -9-





Note 4 - Subsequent Events

In July  2001,  the  Company  purchased  all of the  outstanding  stock  of City
National  Bancshares,  Inc. ("City") and its subsidiary,  City National Bank for
$16,500,000  in cash. The total purchase price exceeded the fair market value of
net assets  acquired  by  approximately  $7,800,000,  which was  recorded by the
Company as goodwill.  Initially,  no portion of the excess price was assigned to
intangible  assets other than goodwill.  The primary  purpose of the acquisition
was to expand  the  Company's  market  share in areas with  close  proximity  to
Dallas/Ft.  Worth, Texas. Factors that contributed to a purchase price resulting
in goodwill  include  City's  historically  stable  record of earnings,  capable
management and its geographic location, which complements the Company's existing
service  locations.  Subsequent to the acquisition,  the Company  liquidated the
stock  of City  and City  National  Bank is  operating  as a  subsidiary  of the
Company. The results of operations of City National Bank will be included in the
consolidated earnings of the Company commencing July 1, 2001.

The following is a condensed  consolidated  balance sheet  disclosing  estimated
fair value  amounts  assigned to the major asset and  liability  captions at the
acquisition date. These amounts are preliminary and subject to adjustment.

                                     ASSETS

         Cash and cash equivalents                            $    9,651,769
         Investment in securities                                 29,717,834
         Loans, net                                               51,061,735
         Goodwill                                                  7,838,032
         Other assets                                              1,465,727
                                                              --------------

         Total assets                                         $   99,735,097
                                                              ==============

                      LIABILITIES AND SHAREHOLDER'S EQUITY

         Noninterest-bearing deposits                         $   11,949,766
         Interest-bearing deposits                                70,575,256
         Other liabilities                                           710,075
         Shareholders' equity                                     16,500,000
                                                              --------------

         Total liabilities and shareholder's equity           $   99,735,097
                                                              ==============

Goodwill recorded in the acquisition of City will be accounted for in accordance
with SFAS 142.  Accordingly,  goodwill will not be amortized,  rather it will be
tested for  impairment  annually.  The  goodwill  recorded is not expected to be
deductible for federal income tax purposes.  The proforma  impact of City is not
material to the Company's financial statements.


                                      -10-





Item 2.  Management's Discussion and Analysis of Financial Condition and Results
           of Operations

Operating Results
- -----------------

For the six months ended June 30, 2001,  the  Company's  net income  amounted to
$14.3  million,  or $1.16 per basic  share.  For the same period last year,  net
income  amounted to $13.9 million,  or $1.11 per basic share.  Return on average
assets  and return on average  equity  for the six months  ended June 30,  2001,
amounted  to 1.64  percent and 14.48  percent,  respectively,  on an  annualized
basis.  The Company's  return on average assets and return on average equity for
the  same  period  last  year  amounted  to  1.65  percent  and  15.45  percent,
respectively,  on an annualized  basis.  Net income for the second  quarter 2001
totaled $7.3 million,  or $0.59 per basic share, as compared to $7.1 million, or
$0.57 per basic share, earned in the second quarter of 2000.

Net interest income on a tax-equivalent  basis for the six months ended June 30,
2001,  amounted  to $35.8  million and was  unchanged  from the same period last
year. Net interest  income on a  tax-equivalent  basis for the second quarter of
2001  amounted  to $18.2  million,  a slight  increase  over the  $18.1  million
reported  for the same  period  last  year.  The lack of growth in net  interest
income for 2001 is attributable  to a compressed net interest  margin  resulting
from the dramatic  decline in interest  rates during the first six months of the
year. For the first six months of 2001, the net interest margin was 4.51 percent
as  compared  to 4.69  percent  for the same  period  last year.  For the second
quarter 2001, the net interest margin was 4.51 percent, unchanged from the first
quarter  2000,  but below the 4.74 percent  reported in the second  quarter last
year.

For the six months ended June 30, 2001,  the provision for loan losses  amounted
to $864 thousand as compared to $1.2 million for the same period last year.  Net
charge offs for the six months ended June 30, 2001, totaled $1.1 million,  which
on an annualized  basis  amounted to .25 percent of average loans as compared to
 .18 percent for the full year of 2000. At June 30, 2001,  the allowance for loan
losses  was 1.12  percent  of  loans  and was  considered  by  Management  to be
adequate. For the second quarter of 2001, the provision for loan losses was $497
thousand as compared to $420 thousand for the second quarter in 2000.

Total  noninterest  income for the six months ended June 30,  2001,  amounted to
$13.8  million as compared to $12.7  million for the same period last year.  The
increase  was  primarily  a result  of (i) an  increase  in  trust  fees of $251
thousand  due  primarily  to growth in trust  assets;  (ii) an  increase of $317
thousand  in  service  fees  on  deposit   accounts  which  reflects   increased
transaction volumes;  (iii) an increase of $274 thousand in real estate mortgage
fees resulting from the increased  volume of mortgage loan  transactions  during
2001; and an increase of $216 thousand in ATM fees which reflects  growth in the
cardholder  base and  transaction  volumes.  Noninterest  income  for the second
quarter  2001  amounted to $7.1 million as compared to $6.3 million for the same
period last year.  The  improvement  resulted  primarily from higher trust fees,
service fees on deposit accounts,  and real estate mortgage fees which increased
$81 thousand, $200 thousand, and $233 thousand, respectively.

Noninterest  expense  for the six months  ended  June 30,  2001,  totaled  $26.7
million, an increase of $800 thousand,  or 3.1 percent,  above the $25.9 million
reported for the same period last year. The higher level of noninterest expenses
was  primarily  a result of (i) a $246  thousand,  or 1.8  percent,  increase in
salaries and benefits;  (ii) a $120 thousand  increase in occupancy  expense due
primarily to higher  utilities  expense;  and (iii) a $150 thousand  increase in
professional  fees,  primarily  fees relating to  implementation  of information
systems  enhancements.  Noninterest expense for the second quarter 2001 amounted
to $13.5 million as compared to $12.9 million for the same period last year. For
the most part,  the second quarter 2001 increase over the second quarter 2000 is
attributable  to  the  same  expense  categories  which  are  reflected  in  the
year-to-date  increases previously  highlighted.  The Company's efficiency ratio
for the first six months of 2001  amounted to 53.83 percent as compared to 53.34
percent for the same period last year.


                                      -11-





Balance Sheet Review
- --------------------

Total assets at June 30, 2001,  amounted to $1.751 billion as compared to $1.754
billion  at  December  31,  2000,  and  $1.673  billion  at June 30,  2000.  The
consolidated  balance sheets presented reflect normal recurring  adjustments and
accruals.

Loans at June 30,  2001,  totaled  $863  million as compared to $859  million at
year-end  2000 and $812 million at June 30, 2000.  As compared to year-end  2000
amounts,  loans  at  June  30,  2001,  reflect  (i) a $14  million  decrease  in
commercial,  financial and  agricultural  loans;  (ii) a $14 million increase in
real estate  loans;  and (iii) a $4 million  increase  in loans to  individuals.
Investment securities at June 30, 2001, totaled $661 million as compared to $654
million at year-end 2000 and $672 million at June 30, 2000.  The net  unrealized
gain in the investment portfolio at June 30, 2001, amounted to $25.2 million and
had an overall yield of 6.28 percent. At June 30, 2001, the Company did not hold
any   structured   notes  or  CMOs  that  entail   higher  risks  than  standard
mortgage-backed securities.  Total deposits at June 30, 2001, amounted to $1.518
billion as compared to $1.520  billion at  year-end  2000 and $1.460  billion at
June 30, 2000.

Nonperforming  assets at June 30, 2001, totaled $3.2 million as compared to $4.1
million at December  31,  2000.  The  decrease  resulted  primarily  from a $955
thousand  decrease in nonaccrual  loans. At .37 percent of loans plus foreclosed
assets,  Management  considers  nonperforming assets to be at a manageable level
and is unaware of any  material  classified  credit not  properly  disclosed  as
nonperforming.

Liquidity and Capital
- ---------------------

The Company's  consolidated  statements of cash flows are presented on page 8 of
this report.  At June 30, 2001, the parent company had no debt outstanding under
its $25 million line of credit with an unaffiliated financial institution. Total
equity capital  amounted to $206.6  million at June 30, 2001,  which was up from
$196.1  million at  year-end  2000 and  $186.2  million  at June 30,  2000.  The
Company's  risk-based  capital and leverage  ratios at June 30, 2001, were 19.40
percent and 10.52 percent,  respectively.  The second quarter 2001 cash dividend
of $0.30 per share totaled $3.7 million and  represented  50.7 percent of second
quarter earnings.  On July 24, 2001, the Company declared a $0.30 per share cash
dividend payable October 1, 2001.

Interest Rate Risk
- ------------------

Interest  rate  risk  results  when  the  maturity  or  repricing  intervals  of
interest-earning  assets and  interest-bearing  liabilities  are different.  The
Company's  exposure  to  interest  rate risk is managed  primarily  through  the
Company's strategy of selecting the types and terms of  interest-earning  assets
and  interest-bearing  liabilities  which  generate  favorable  earnings,  while
limiting the potential negative effects of changes in market interest rates. The
Company uses no off-balance-sheet  financial instruments to manage interest rate
risk.  Each  subsidiary  bank has an  asset/liability  committee  which monitors
interest rate risk and compliance with investment policies. Interest-sensitivity
gap and simulation  analysis are among the ways that the subsidiary  banks track
interest rate risk. As of June 30, 2001,  Management  estimates  that,  over the
next 12 months,  an upward  shift of interest  rates by 200 basis  points  would
result in an  increase of  projected  net  interest  income of 4.3 percent and a
downward shift of interest rates by 200 basis points would result in a reduction
in projected net interest income of 7.0 percent.  These are good faith estimates
and assume that the composition of our interest sensitive assets and liabilities
existing at June 30,  2001,  will  remain  constant  over the  relevant 12 month
measurement  period and that changes in market interest rates are  instantaneous
and  sustained  across  the  yield  curve  regardless  of  duration  of  pricing
characteristics of specific assets or liabilities.  Also, this analysis does not
contemplate any actions that we might undertake in response to changes in market
interest  rates.  In  Management's  belief,  these estimates are not necessarily
indicative of what actually could occur in the event of immediate  interest rate
increases  or  decreases  of this  magnitude.  As  interest-bearing  assets  and
liabilities  reprice at different time frames and proportions to market interest
rate  movements,   various   assumptions   must  be  made  based  on  historical
relationships  of these  variables  in  reaching  any  conclusion.  Since  these
correlations are based on competitive and market conditions,  our future results
would, in Management's  belief, be different from the foregoing  estimates,  and
such results could be material.


                                      -12-





Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Management  considers interest rate risk to be a significant market risk for the
Company.  See  "Item 2 -  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations" for disclosure regarding this market risk.


                                      -13-





                                   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 thereunto duly authorized.






                                                FIRST FINANCIAL BANKSHARES, INC.


Date: August 9, 2001                            By:/S/CURTIS R. HARVEY
      --------------                               -----------------------------
                                                   Curtis R. Harvey
                                                   Executive Vice President and
                                                   Chief Financial Officer




Date: August 9, 2001                            By:/S/SANDY LESTER
      --------------                               -----------------------------
                                                   Sandy Lester
                                                   Secretary-Treasurer


                                      -14-