Exhibit 5

               Opinion of Elias, Matz, Tiernan & Herrick L.L.P.









                                  LETTERHEAD

                                October 1, 1997
   

*NOT ADMITTED IN D.C.

                                   VIA EDGAR

Board of Directors
Texarkana First Financial Corporation
3rd and Olive Streets
Texarkana, Arkansas  71854

    Re:  Registration Statement on Form S-8
         198,375 Shares of Common Stock

Gentlemen:

    We are special counsel to Texarkana First Financial Corporation, a Texas 
corporation (the "Corporation"), in connection with the preparation and 
filing with the Securities and Exchange Commission pursuant to the Securities 
Act of 1933, as amended, of a Registration Statement on Form S-8 (the 
"Registration Statement"), relating to the registration of up to 198,375 
shares of common stock, par value $.01 per share ("Common Stock"), to be 
issued pursuant to the Corporation's 1996 Key Employee Stock Compensation 
Program and 1996 Directors' Stock Option Plan (collectively, the "Plans") 
upon the exercise of stock options and/or appreciation rights (referred to as 
"Option Rights").  The Registration Statement also registers an indeterminate 
number of additional shares which may be necessary under the Plans to adjust 
the number of shares reserved thereby for issuance as the result of a stock 
split, stock dividend or similar adjustment of the outstanding Common Stock 
of the Corporation.   We have been requested by the Corporation to furnish an 
opinion to be included as an exhibit to the Registration Statement.



Board of Directors
October 1, 1997
Page 2

    For this purpose, we have reviewed the Registration Statement and related 
Prospectuses, the Articles of Incorporation and Bylaws of the Corporation, 
the Plans, a specimen stock certificate evidencing the Common Stock of the 
Corporation and such other corporate records and documents as we have deemed 
appropriate.  We are relying upon the originals, or copies certified or 
otherwise identified to our satisfaction, of the corporate records of the 
Corporation and such other instruments, certificates and representations of 
public officials, officers and representatives of the Corporation as we have 
deemed relevant as a basis for this opinion.  In addition, we have assumed, 
without independent verification, the genuineness of all signatures and the 
authenticity of all documents furnished to us and the conformance in all 
respects of copies to originals.  Furthermore, we have made such factual 
inquiries and reviewed such laws as we determined to be relevant for this 
opinion.

    For purposes of this opinion, we have also assumed that (i) the shares of 
Common Stock issuable pursuant to Option Rights granted under the terms of 
the Plans will continue to be validly authorized on the dates the Common 
Stock is issued pursuant to the Option Rights; (ii) on the dates the Option 
Rights are exercised, the Option Rights granted under the terms of the Plans 
will constitute valid, legal and binding obligations of the Corporation and 
will (subject to applicable bankruptcy, moratorium, insolvency, 
reorganization and other laws and legal principles affecting the 
enforceability of creditors' rights generally) be enforceable as to the 
Corporation in accordance with their terms; (iii) the Option Rights are 
exercised in accordance with their terms and the exercise price therefor is 
paid in accordance with the terms thereof; (iv) no change occurs in 
applicable law or the pertinent facts; and (v) the provisions of "blue sky" 
and other securities laws as may be applicable will have been complied with 
to the extent required.

     Based on the foregoing, and subject to the assumptions set forth herein, 
we are of the opinion as of the date hereof that the shares of Common Stock 
to be issued pursuant to the Plans, when issued and sold pursuant to the 
Plans and upon receipt of the consideration required thereby, will be legally 
issued, fully paid and non-assessable shares of Common Stock of the 
Corporation.

    We hereby consent to the reference to this firm under the caption "Legal 
Opinion" in the Prospectuses for the two Plans and to the filing of this 
opinion as an exhibit to the Registration Statement.

                                  Very truly yours,

                                  ELIAS, MATZ, TIERNAN & HERRICK L.L.P.

                                  By: /s/Kevin M. Houlihan           
                                      -------------------------------
                                      Kevin M. Houlihan, a Partner