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 March 31, 2002
                                                 --------------

                                       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 May 2, 2002.

              Class                                Number of Shares Outstanding
- ----------------------------------------           ----------------------------
Common Stock, Par Value $10.00 Per Share                     12,345,718


THE AUDIT COMMITTEE OF THE COMPANY DECIDED TO NOT APPOINT ARTHUR  ANDERSEN,  LLP
AS AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2002: THEREFORE,  THIS FORM 10-Q HAS
NOT BEEN REVIEWED BY INDEPENDENT PUBLIC ACCOUNTANTS.





                                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                      10


      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 March 31,
2002 and 2001,  and  December  31,  2001,  and the  consolidated  statements  of
earnings  and  comprehensive  earnings for the three months ended March 31, 2002
and 2001,  changes in shareholders'  equity for the year ended December 31, 2001
and three months ended March 31, 2002, and cash flows for the three months ended
March 31, 2002 and 2001, follow on pages 4 through 8.


THE COMPANY IS IN THE PROCESS OF ENGAGING NEW  INDEPENDENT  PUBLIC  ACCOUNTANTS,
WHOSE REVIEW OF FORM 10-Q FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002, WILL
INCLUDE A REVIEW OF FORM 10-Q FOR THE THREE  MONTHS  ENDED MARCH 31,  2002.  IF,
UPON COMPLETION OF THE REVIEW BY THE NEW INDEPENDENT PUBLIC  ACCOUNTANTS,  THERE
IS A CHANGE TO THE  FINANCIAL  STATEMENTS  FOR THE THREE  MONTHS ENDED MARCH 31,
2002, THE COMPANY WILL AMEND THIS FORM 10-Q.


                                      -3-





                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS




                                                                                   March 31,
                                                                      ---------------------------------------
                                                                                   Unaudited
                                                                      ---------------------------------------      December 31,
                                                                             2002                 2001                 2001
                                                                      ------------------   ------------------   ------------------
                                                                                                       
ASSETS
    Cash and due from banks                                           $       72,697,896   $       77,523,944   $      112,150,214
    Federal funds sold                                                        66,600,000          137,035,000           72,975,000
                                                                      ------------------   ------------------   ------------------
       Cash and cash equivalents                                             139,297,896          214,558,944          185,125,214

    Interest-bearing deposits in banks                                         3,285,862              304,402            1,374,285
    Investment securities:
       Securities held-to-maturity (market value
          of $277,205,120 and $359,166,606 at
          March 31, 2002 and 2001, respectively and
          $298,569,794 at December 31, 2001)                                 260,525,944          342,956,710          290,674,490
       Securities available-for-sale, at market value                        457,867,988          282,657,647          431,019,205
                                                                      ------------------   ------------------   ------------------
                    Total investment securities                              718,393,932          625,614,357          721,693,695

    Loans                                                                    940,581,045          868,839,197          940,130,975
        Less: Allowance for loan losses                                       10,858,537            9,575,017           10,602,419
                                                                      ------------------   ------------------   ------------------
    Net loans                                                                929,722,508          859,264,180          929,528,556

    Bank premises and equipment, net                                          41,999,675           39,719,772           42,012,431
    Goodwill and intangible assets                                            24,678,180           18,104,962           24,711,969
    Other assets                                                              27,706,306           26,513,375           25,247,980
                                                                      ------------------   ------------------   ------------------

TOTAL ASSETS                                                          $    1,885,084,359   $    1,784,079,992   $    1,929,694,130
                                                                      ==================   ==================   ==================

LIABILITIES
    Noninterest-bearing deposits                                      $      379,903,568   $      338,892,867   $      389,406,666
    Interest-bearing deposits                                              1,250,010,924        1,202,155,016        1,295,755,932
                                                                      ------------------   ------------------   ------------------
       Total deposits                                                      1,629,914,492        1,541,047,883        1,685,162,598

    Dividends payable                                                          3,703,567            3,251,223            3,699,976
    Securities sold under agreements to repurchase                            23,366,804           25,441,199           19,847,067
    Other liabilities                                                         10,881,975           12,463,925            7,330,476
                                                                      ------------------   ------------------   ------------------

       Total liabilities                                                   1,667,866,838        1,582,204,230        1,716,040,117

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
    Common stock - $10 par value; authorized
          20,000,000 shares; 12,345,224
          issued and outstanding at March 31, 2002;
          9,852,192 shares issued and
          9,849,592 shares oustanding at March 31, 2001;
          12,333,252 shares issued and outstanding
          at December 31, 2001                                               123,452,240           98,521,920          123,332,520
    Capital surplus                                                           57,885,885           57,790,905           57,824,061
    Retained earnings                                                         32,850,441           41,755,721           28,375,353
    Treasury stock, at cost  - 2,600 shares at March 31, 2001                          -              (82,388)                   -
    Unrealized gain on investment securities
          available-for-sale, net                                              3,028,955            3,889,604            4,122,079


       Total shareholders' equity                                            217,217,521          201,875,762          213,654,013
                                                                      ------------------   ------------------   ------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $    1,885,084,359   $    1,784,079,992   $    1,929,694,130
                                                                      ==================   ==================   ==================

See notes to consolidated financial statements.



                                       -4-





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




                                                                                                  Three Months Ended
                                                                                                       March 31,
                                                                                        --------------------------------------
                                                                                               2002                 2001
                                                                                        -----------------    -----------------
                                                                                                       
INTEREST INCOME
    Interest and fees on loans                                                          $      16,516,013    $      19,575,307
    Interest on investment securities:
             Taxable                                                                            7,967,321            7,806,633
             Exempt from federal income tax                                                     1,730,944            1,478,280
    Interest on federal funds sold and interest-bearing deposits in banks                         258,410            1,086,292
                                                                                        -----------------    -----------------
      Total interest income                                                                    26,472,688           29,946,512

INTEREST EXPENSE
    Interest-bearing deposits                                                                   6,985,166           12,711,098
    Other                                                                                          87,300              315,519
                                                                                        -----------------    -----------------
      Total interest expense                                                                    7,072,466           13,026,617
                                                                                        -----------------    -----------------

NET INTEREST INCOME                                                                            19,400,222           16,919,895
    Provision for loan losses                                                                     398,500              366,383
                                                                                        -----------------    -----------------

NET INTEREST INCOME AFTER
    PROVISION FOR LOAN LOSSES                                                                  19,001,722           16,553,512

NONINTEREST INCOME
    Trust department income                                                                     1,424,070            1,517,048
    Service fees on deposit accounts                                                            3,556,860            3,506,308
    ATM fees                                                                                      511,003              451,976
    Real estate mortgage fees                                                                     422,029              272,396
    Net gain on securities transactions                                                                 -               54,850
    Other                                                                                       1,010,943              898,223
                                                                                        -----------------    -----------------
      Total noninterest income                                                                  6,924,905            6,700,801

NONINTEREST EXPENSE
    Salaries and employee benefits                                                              7,839,410            6,886,204
    Net occupancy expense                                                                         954,185              936,575
    Equipment expense                                                                           1,184,888            1,081,623
    Printing, stationery & supplies                                                               419,625              230,116
    Correspondent bank service charges                                                            362,992              303,822
    Amortization of intangible assets                                                              33,789              410,342
    Other expenses                                                                              3,439,431            3,306,203
                                                                                        -----------------    -----------------
      Total noninterest expense                                                                14,234,320           13,154,885
                                                                                        -----------------    -----------------

EARNINGS BEFORE INCOME TAXES                                                                   11,692,307           10,099,428
    Income tax expense                                                                          3,513,651            3,095,678
                                                                                        -----------------    -----------------

NET EARNINGS                                                                            $       8,178,656    $       7,003,750
                                                                                        =================    =================

EARNINGS PER SHARE, BASIC (1)                                                           $            0.66    $            0.57

EARNINGS PER SHARE, ASSUMING DILUTION (1)                                               $            0.66    $            0.56

DIVIDENDS PER SHARE (1)                                                                 $            0.30    $            0.26

 (1) Per share amounts are adjusted to reflect 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
                                                                                                       March 31,
                                                                                          ------------------------------------
                                                                                                2002                2001
                                                                                          ---------------    -----------------
                                                                                                       
NET EARNINGS                                                                              $     8,178,656    $       7,003,750

    OTHER ITEMS OF COMPREHENSIVE EARNINGS
       Change in unrealized gain on investment
           securities available-for-sale, before income taxes                                  (1,681,729)           3,545,884
       Reclassification adjustment for realized gains on investment
           in securities included in net earnings, before income taxes                               -                 (54,850)
                                                                                          ---------------    -----------------

           Total other items of comprehensive earnings, before tax                             (1,681,729)           3,491,034

       Income tax (benefit) expense related to other
           items of comprehensive earnings                                                       (588,605)           1,221,862
                                                                                          ---------------    -----------------


COMPREHENSIVE EARNINGS                                                                    $     7,085,532    $       9,272,922
                                                                                          ===============    =================

See notes to consolidated financial statements.



                                       -6-




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




                                                                                                        Unrealized
                                                                                                          Gain 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, 2000       9,983,002  $  99,830,020  $ 60,592,310  $ 38,003,195  $  (3,925,069) $ 1,620,432  $ 196,120,888

     Net earnings                           -              -             -    29,354,505              -            -     29,354,505

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

     Stock issuances                   24,480        244,800       111,870             -              -            -        356,670

     Cash dividends declared,
      $1.16 per share                       -              -             -   (14,364,647)             -            -    (14,364,647)

     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               -              -             -             -              -    2,501,647      2,501,647
                                   ----------  -------------  ------------  ------------  -------------  -----------  -------------

Balances at December 31, 2001      12,333,252    123,332,520    57,824,061    28,375,353              -    4,122,079    213,654,013

     Net earnings                           -              -             -     8,178,656              -            -      8,178,656

     Stock issuances                   11,972        119,720        61,824             -              -            -        181,544

     Cash dividends declared,
      $.30 per share                        -              -             -    (3,703,568)             -            -     (3,703,568)

     Change in unrealized gain
      on investment securities
      available-for-sale, net               -              -             -             -              -   (1,093,124)    (1,093,124)
                                   ----------  -------------  ------------  ------------  -------------  -----------  -------------


Balances at March 31, 2002
     (unaudited)                   12,345,224  $ 123,452,240  $ 57,885,885  $ 32,850,441  $           -  $ 3,028,955  $ 217,217,521
                                   ==========  =============  ============  ============  =============  ===========  =============

See notes to consolidated financial statements.



                                       -7-





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




                                                                                              Three Months Ended
                                                                                                   March 31,
                                                                                    ------------------------------------
                                                                                           2002                2001
                                                                                    -----------------   ----------------
                                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES
     Net earnings                                                                   $       8,178,656   $      7,003,750
     Adjustments to reconcile net earnings to
         net cash provided by operating activities:
          Depreciation and amortization                                                     1,076,739          1,384,044
          Provision for loan losses                                                           398,500            366,383
          Premium amortization, net of discount accretion                                   1,227,432            295,083
          Loss (gain) on sale of assets                                                         4,500            (49,335)
          Deferred federal income tax benefit                                                 (98,232)          (534,272)
          (Increase) decrease in other asset                                               (1,880,620)         1,693,635
          Increase in other liabilities                                                     3,551,499          4,065,198
                                                                                    -----------------   ----------------
             Total adjustments                                                              4,279,818          7,220,736
                                                                                    -----------------   ----------------
         Net cash provided by operating activities                                         12,458,474         14,224,486

CASH FLOWS FROM INVESTING ACTIVITIES
     Net increase in interest-bearing deposits in banks                                    (1,911,577)          (200,064)
     Activity in available-for-sale securities:
         Sales                                                                                      -         11,629,482
         Maturities                                                                        18,880,598         23,235,639
         Purchases                                                                        (50,399,939)       (51,772,872)
     Activity in held-to-maturity securities:
         Maturities                                                                        33,404,765         69,737,620
         Purchases                                                                         (1,494,822)       (20,940,707)
     Net increase in loans                                                                   (487,821)       (10,296,565)
     Capital expenditures                                                                  (1,065,755)          (686,845)
     Proceeds from sale of assets                                                              35,561            170,400
                                                                                    -----------------   ----------------
         Net cash (used in) provided by investing activities                               (3,038,990)        20,876,088

CASH FLOWS FROM FINANCING ACTIVITIES
     Net (decrease) increase in noninterest-bearing deposits                               (9,503,098)         2,615,934
     Net (decrease) increase in interest-bearing deposits                                 (45,745,008)        18,558,249
     Net increase (decrease) in securities sold under agreements to repurchase              3,519,737           (723,160)
     Common stock transactions:
         Acquisition of treasury stock                                                              -           (315,050)
         Proceeds from stock issuances                                                        181,544             48,226
     Dividends paid                                                                        (3,699,977)        (3,256,541)
                                                                                    -----------------   ----------------
         Net cash (used in) provided by financing activities                              (55,246,802)        16,927,658
                                                                                    -----------------   ----------------

     Net (decrease) increase in cash and cash equivalents                                 (45,827,318)        52,028,232

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                            185,125,214        162,530,712
                                                                                    -----------------   ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $     139,297,896   $    214,558,944
                                                                                    =================   ================

SUPPLEMENTAL INFORMATION AND NONCASH TRANSACTIONS
     Interest paid                                                                  $       7,937,200   $     12,273,377
     Federal income tax paid                                                                  125,000                  -
     Assets acquired through foreclosure                                                       30,321             54,614
     Loans to finance the sale of other real estate                                           134,952                  -
     Retirement of treasury stock                                                                   -          4,157,731

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 results of operations  for the three
months ended March 31, 2002 are not necessarily  indicative of the results to be
expected for the year ended December 31, 2002.

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 March 31, 2002 and 2001, 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 March 31, 2002 and 2001,  were  12,340,353  and  12,312,509
shares,  respectively.  The weighted  average common shares  outstanding used in
computing  diluted  earnings per common  share for the quarters  ended March 31,
2002 and 2001, were 12,389,543 and 12,346,117 shares, respectively.

Note 3 - Goodwill and Other Intangible Assets - Adoption of Statement 142

In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement on
Financial  Accounting (SFAS) No. 142, Goodwill and Other Intangible Assets. SFAS
142 requires that  goodwill no longer be amortized,  but instead be reviewed for
impairment.  The Company  adopted  SFAS 142 on January 1, 2002 and  discontinued
amortization on goodwill amounting to $23,765,896.  The Company plans to conduct
its  initial  impairment  test in the  three  months  ending  June 30,  2002.  A
reconciliation adjusting comparative net earnings and earnings per share for the
three months ended March 31, 2002, follows:




                                                                                    Three Months Ended
                                                                             ---------------------------------
                                                                                 2002                2001
                                                                             ------------        -------------

                                                                                           
    Reported net earnings                                                    $  8,178,656        $   7,003,750
    Add back: Goodwill amortization, net of tax benefit                              -                 305,342
                                                                             ------------        -------------
    Adjusted net earnings                                                    $  8,178,656        $   7,309,092
                                                                             ============        =============

    Basic earnings per share:
       Reported net earnings                                                 $        .66        $         .57
       Goodwill amortization, net of tax benefit                                     -                     .02
                                                                             ------------        -------------
       Adjusted net earnings                                                 $        .66        $         .59
                                                                             ============        =============

    Earnings per share, assuming dilution:
       Reported net earnings                                                 $        .66        $         .56
       Goodwill amortization, net of tax benefit                                     -                     .02
                                                                             ------------        -------------
       Adjusted net earnings                                                 $        .66        $         .58
                                                                             ============        =============



                                      -9-





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

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

Net income for the first quarter 2002 totaled $8.2 million,  an increase of $1.2
million,  or 16.8% over  earnings of $7.0 million for the same period last year.
The earnings improvement for 2002 resulted primarily form increased net interest
income.  On a basic  earnings  per share basis,  earnings  amounted to $0.66 per
share as compared to $0.57 per share for first quarter  2001.  Return on average
assets and return on average equity for the first quarter 2002 amounted to 1.76%
and 15.50%, respectively.  For the same period in 2001, return on average assets
and return on average equity amounted to 1.63% and 14.50%, respectively.

Tax-equivalent  net interest income for the first quarter 2002 amounted to $20.3
million as compared to $17.6 million for the same period last year. The increase
resulted  from growth in average  earning  assets  coupled  with an improved net
interest  margin.  Average  earning  assets  were  $1.718  billion for the first
quarter of 2002 which was $132  million,  or 8.3% above the first  quarter  2001
average.  The  cash  purchase  acquisition  completed  in  July  2001contributed
approximately $89 million to the 2002 growth.  The Company's net interest margin
amounted to 4.79% for the first  quarter  2002 as compared to 4.51% for the same
period last year. The higher net interest margin for 2002 reflects the Company's
progress in repricing interest bearing  liabilities  following the rapid decline
in interest rates which occurred in the early part of 2001.

The  provision  for loan losses for the first quarter 2002 totaled $399 thousand
as compared to $366  thousand for the first  quarter last year.  Net charge offs
for the first quarter totaled $143 thousand as compared to $679 thousand for the
first  quarter  2001.  On an  annualized  basis,  net charge  offs for the first
quarter  2002  amounted to .06% of loans as compared to .32% for the same period
last year.  At March 31,  2002 the  allowance  for losses  amounted to 224.9% of
nonperforming loans and 1.15% of total loans, which was considered by management
to be adequate.

Total noninterest income for the first quarter was $6.9 million,  as compared to
$6.7  million for the same period  last year.  Trust fees for the first  quarter
2002  amounted to $1.4 million  which was $93 thousand  below the first  quarter
2001 total.  The decrease  resulted  primarily from lower fees earned on certain
trust assets  affected by lower market  valuations.  For the first  quarter 2002
service  charges on deposit  accounts  amounted to $3.5  million,  $50  thousand
higher than the amount earned in the same period last year. ATM fees amounted to
$511 thousand for the first quarter 2002 as compared to $452 for the same period
last year. Real estate mortgage fees for the first quarter 2002 amounted to $422
thousand  which  represented a $150 thousand  increase when compared to the same
period last year.  The higher  level of real  estate  mortgage  fees  reflect an
increased volume of new loan and refinance transactions during 2002 attributable
to relative  low mortgage  loan rates.  Other  noninterest  income for the first
quarter 2002  amounted to $1.0 million as compared to $898 thousand for the same
period last year. The first quarter 2002 total other noninterest income includes
$175 thousand which represents check printing fees that, in prior periods,  were
recorded as a reduction in printing and supplies expense.

Noninterest  expense for the first  quarter  2002  amounted to $14.2  million as
compared to $13.2  million for the first  quarter  2001.  Salaries  and employee
benefits  expense for the first quarter totaled $7.8 million as compared to $6.9
million for the first quarter last year. The cash purchase acquisition completed
in July 2001  accounted for $297 thousand of the increase over the first quarter
2001 salaries and benefits expense with the remaining  increase  attributable to
salary  increases  and higher  costs of employee  benefits.  Net  occupancy  and
equipment expense in aggregate for the first quarter 2002 increased $120. Higher
depreciation  expense  was the  primary  factor  contributing  to the  increase.
Amortization  expense for intangible assets for the first quarter 2002 decreased
$377  thousand due to a change in accounting  principles.  Printing and supplies
expense  for the first  quarter  amounted  to $420  thousand as compared to $230
thousand for the first  quarter  last year,  primarily  due to $175  thousand in
check printing fees included in noninterest  income in 2002, which were recorded
as a reduction in printing  and  supplies  expense in 2001.  The  Company's  key
indicator  of  operating  efficiency,  noninterest  expense  as a percent of net
interest income and noninterest income, improved to 52.31% for the first quarter
as compared to 54.18% for the first quarter in 2001.

                                      -10-




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

Total assets at March 31, 2002, amounted to $1.885 billion as compared to $1.930
billion at December 31, 2001, and $1.784 billion at March 31, 2001. The decrease
in total assets from  December 31, 2001 resulted  primarily  from a reduction in
cash and due from banks which reflects a decrease in total deposits.

Loans at March 31,  2002,  totaled  $941  million as compared to $940 million at
year-end  2001 and $869 million at March 31, 2001.  As compared to year-end 2001
amounts,  loans at March  31,  2002,  reflect  (i) a $6.4  million  increase  in
commercial loans; (ii) a $7.2 million decrease in agricultural  loans; and (iii)
a $1 million  increase in consumer loans.  Compared to March 31, 2001,  loans at
March 31, 2002, reflect; (i.) a $13.7 million increase in commercial loans; (ii)
a $59.8 million increase in real estate loans; and (iii) a $2.5 million decrease
in consumer loans. Investment securities at March 31, 2002, totaled $718 million
as compared to $722 million at year-end 2001 and $626 million at March 31, 2001.
The net unrealized gain in the investment  portfolio at March 31, 2002, amounted
to $12.3  million  and had an overall  yield of 5.96%.  At March 31,  2002,  the
Company did not hold any structured  notes or CMOs that entail higher risks than
standard mortgage-backed securities.  Total deposits at March 31, 2002, amounted
to $1.630  billion as  compared to $1.685  billion at  year-end  2001 and $1.541
billion at March 31,  2001.  The  decrease  in  deposits  at March 31, 2002 when
compared  to year end  2001  represents  seasonal  declines  plus the  Company's
strategy not to match higher  market rates on certain  interest-bearing  deposit
products.

Nonperforming assets at March 31, 2002, totaled $5.6 million as compared to $4.8
million at December  31,  2001.  The  increase  resulted  primarily  from a $1.0
million  increase  nonaccrual  loans. At .60% 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 March 31, 2002, the parent company had no debt outstanding under
its $25 million line of credit with an unaffiliated financial institution. Total
equity capital  amounted to $217.2 million at March 31, 2002,  which was up from
$213.7  million at  year-end  2001 and $201.9  million  at March 31,  2001.  The
Company's  risk-based capital and leverage ratios at March 31, 2002, were 18.64%
and 10.22%,  respectively.  The first  quarter  2002 cash  dividend of $0.30 per
share totaled $3.7 million and represented 45.3% of first quarter  earnings.  On
April 23, 2002,  the Company  declared a $0.35 per share cash  dividend  payable
July 1, 2002.

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 March 31, 2002,  management  estimates  that, over the
next twelve months,  an upward shift of interest rates by 150 basis points would
result in an increase of projected  net interest  income of 2.35% and a downward
shift of interest  rates by 150 basis  points  would  result in a  reduction  in
projected  net  interest  income of 5.22%.  These are good faith  estimates  and
assume that the  composition of our interest  sensitive  assets and  liabilities
existing at March 31, 2002,  will remain constant over the relevant twelve 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

                                      -11-




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: May 14, 2002                      By:  /S/CURTIS R. HARVEY
      ------------------                     ----------------------------------
                                             Curtis R. Harvey
                                             Executive Vice President and
                                             Chief Financial Officer




Date: May 14, 2002                      By:  /S/SANDY LESTER
      ------------------                     ----------------------------------
                                             Sandy Lester
                                             Secretary-Treasurer