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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K/A
(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 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 033-19694

FIRSTCITY FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 76-0243729
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

6400 IMPERIAL DRIVE, WACO, TX 76712
(Address of Principal Executive (Zip Code)
Offices)

(254) 751-1750
(Registrant's Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:
NONE

Securities Registered Pursuant to Section 12(g) of the Act:

TITLE OF EACH CLASS
Common Stock, par value $.01
Adjusting Rate Preferred Stock, par value $.01

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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [ ]

The number of shares of common stock outstanding at March 28, 2001 was
8,368,344. As of such date, the aggregate market value of the voting and
non-voting common equity held by non-affiliates, based upon the closing price of
the common stock on the NASDAQ National Market System, was approximately
$9,149,188.

Documents incorporated by reference: None

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FirstCity Financial Corporation hereby amends and restates Part III of its
Annual Report on Form 10-K for the year ended December 31, 2000, to read in its
entirety as follows:

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

MEMBERS OF THE BOARD OF DIRECTORS

The following table sets forth certain information concerning the members
of the Board of Directors of the Company.

NAME AGE POSITION
- ---- --- --------

James R. Hawkins......... 65 Chairman of the Board
C. Ivan Wilson........... 73 Vice Chairman of the Board
James T. Sartain......... 52 President, Chief Executive Officer and
Director
Richard E. Bean.......... 57 Director
Dane Fulmer.............. 50 Director
Robert E. Garrison II.... 59 Director
Jeffery D. Leu........... 44 Director
David W. MacLennan....... 42 Director

Further information concerning the Board of directors, including their
business experience during the past five years, appears below.

James R. Hawkins has been Chairman of the Board since the consummation of
the merger of the Company and First City Bancorporation of Texas, Inc. ("FCBOT")
on July 3, 1995 (the "Merger"), and was Chairman of the Board and Chief
Executive Officer of J-Hawk Corporation ("J-Hawk") from 1976 until the Merger.
Mr. Hawkins was also formerly Chief Executive Officer of the Company through
January 2001.

C. Ivan Wilson has been Vice Chairman of the Board of the Company since the
Merger. From February 1998 to June 1998, Mr. Wilson was Chairman, President and
Chief Executive Officer of Mercantile Bank, N.A., Corpus Christi, Texas, a
national banking organization. Mr. Wilson was Chairman of the Board and Chief
Executive Officer of FCBOT from 1991 to the Merger. Prior to 1991, Mr. Wilson
was the Chief Executive Officer of FirstCity, Texas -- Corpus Christi, one of
FCBOT's banking subsidiaries.

James T. Sartain has been President since the Merger and Chief Executive
Officer since January 2001 and has served as a Director of the Company since the
Merger. Prior to January 2001, Mr. Sartain was President and Chief Operating
Officer. From 1988 to the Merger, Mr. Sartain was President and Chief Operating
Officer of J-Hawk.

Richard E. Bean has been a Director of the Company since the Merger and has
been Executive Vice President and Chief Financial Officer of Pearce Industries,
Inc. since 1976, which markets a variety of oil field equipment and machinery.
Mr. Bean has also been a member of the Portfolio Committee of the FirstCity
Liquidating Trust since the Merger. Prior to the Merger, Mr. Bean was Chairman
of the FCBOT's Official Committee of Equity Security Holders.

Dane Fulmer has been a Director of the Company since May 1999. Mr. Fulmer
serves as Executive Vice President and director of risk management of John
Taylor Financial Group, a broker/dealer and investment advisory firm that Mr.
Fulmer co-founded in 1995. From July 1991 until August 1996, Mr. Fulmer served
as Executive Vice President of Merchants Investment Center of Fort Smith, and as
portfolio manager for Merchants National, the parent company.

Robert E. Garrison II has been a Director of the Company since May 1999.
Mr. Garrison is the President, Chief Executive Officer and director of Pinnacle
Global Group, Inc., a publicly owned financial services firm. Previously, Mr.
Garrison served as Executive Vice President and director of Harris Webb &
Garrison and also served as Chairman, Chief Executive Officer, and director of
Pinnacle Management & Trust Co. Mr. Garrison co-founded both of these companies
in 1994. Pinnacle Management & Trust Co. is a

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subsidiary of Pinnacle Global Group, Inc. In addition, Mr. Garrison serves as
Chairman of the Board of BioCyte Therapeutics, a cancer therapeutic company
focused on breast, ovarian, and prostate cancer. Mr. Garrison serves as a
director of TeraForce Technology Corporation, Inc., a public telecommunications
equipment company, Somerset House Publishing, First Capital Bank, and is a
member of the Finance Committee of Memorial Hermann Hospital System. He has over
34 years of experience in the securities industry. Mr. Garrison is a Chartered
Financial Analyst.

Jeffery D. Leu has been a Director of the Company since December 2000. Mr.
Leu is President of the Value Investing Division of Cargill Financial Services
Corporation, a wholly owned subsidiary of Cargill, which is regarded as one of
the world's largest privately-held corporations. Mr. Leu joined Cargill in 1981
and has held various management positions in Cargill's financial businesses.

David W. McLennan has been a Director of the Company since the Merger and
as of September 15, 2000 became Managing Director and Director of Fixed Income
at U.S. Bancorp Piper Jaffray, and is also on the U.S. Bancorp Piper Jaffray
Board of Directors and Management Committee. Previously, Mr. McLennan was with
subsidiaries of Cargill since 1991. From October 1997 to September 2000 Mr.
McLennan was Chief Financial Officer of Cargill Financial Services Corporation.
From February 1996 to October 1997, Mr. McLennan was the Managing Director of
Cargill Financial Markets, PLC in London. From 1993 to February 1996, Mr.
McLennan was a Vice President of Cargill Financial Services Corporation, and was
engaged primarily in the investment of proprietary funds and in the proprietary
trading of financial instruments and assets.

SHAREHOLDER VOTING AGREEMENT

James R. Hawkins, Chairman of the Board of the Company, James T. Sartain,
President and Chief Executive Officer of the Company, and ATARA I, LTD., a Texas
limited partnership ("ATARA"), are parties to a Shareholder Voting Agreement
(the "Shareholder Voting Agreement"), dated as of June 29, 1995, with Cargill
Financial Services Corporation. The sole general partner of ATARA is ATARA
Corp., a Texas corporation, the Chairman of the Board and President of which is
Rick R. Hagelstein (a former executive officer of the Company).

Under the terms of the Shareholder Voting Agreement, Messrs. Hawkins and
Sartain, and ATARA, are required to vote their shares of Common Stock to elect
one designee of Cargill as a director of the Company, and Cargill is required to
vote its shares of Common Stock to elect one or more of the designees of Messrs.
Hawkins and Sartain, and ATARA, as directors of the Company. With respect to the
Board nominees for director named below under the caption "Proposal
I -- Election of Directors."

(1) Messrs. Hawkins and Sartain, and ATARA, will vote their shares of
Common Stock for the election of such nominees as directors, including
nominee Jeffrey Leu, Cargill's designee under the Shareholder Voting
Agreement, and

(2) Cargill will vote its shares of Common Stock for the election of such
nominees as directors, which nominees are the designees of Messrs.
Hawkins and Sartain, and ATARA, under the Shareholder Voting
Agreement.

Information pertaining to the number of Common Stock owned on May 18, 2001, by
each of Messrs. Hawkins and Sartain, and ATARA and Cargill, is set forth under
the caption "Item 12 -- Security Ownership of Certain Beneficial Owners and
Management."

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EXECUTIVE OFFICERS

The executive officers of the Company, who are elected by the Board of
Directors of the Company and serve at its discretion, are as follows:

NAME AGE POSITION
- ---- --- --------

James R. Hawkins...................... 65 Chairman of the Board
James T. Sartain...................... 52 President and Chief Executive Officer
J. Bryan Baker........................ 40 Senior Vice President and Chief
Financial Officer
Terry R. DeWitt....................... 43 Senior Vice President and Co-President
of FirstCity Commercial
G. Stephen Fillip..................... 49 Senior Vice President and Co-President
of FirstCity Commercial
Joe S. Greak.......................... 52 Senior Vice President, Tax Director
James C. Holmes....................... 44 Senior Vice President and Executive
Vice President of FirstCity Commercial
Jim W. Moore.......................... 50 Senior Vice President and President of
FirstCity Consumer Lending
Richard J. Vander Woude............... 46 Senior Vice President, General Counsel
and Secretary

The business experience of Messrs. Hawkins and Sartain is set forth above
under "--Members of the Board of Directors."

J. Bryan Baker has been Senior Vice President and Chief Financial Officer
since June 2000. Previously, Mr. Baker served as Vice President and Treasurer
from August 1999 to June 2000, as Vice President and Controller of the Company
from November 1996 to August 1999, and as Vice President and Assistant
Controller from 1995 to November 1996. From 1990 to 1995, Mr. Baker was with
Jaynes, Reitmeier, Boyd & Therrell, P.C., an independent public accounting firm,
involved in both auditing and consulting. From 1988 to 1990, Mr. Baker was
Controller of Heights Bancshares in Harker Heights, Texas.

Terry R. DeWitt has been Senior Vice President responsible for Due
Diligence and Investment Evaluation of the Company since the Merger and has
served as Co-President of FirstCity Commercial Corporation ("FirstCity
Commercial") since October 1999. Mr. DeWitt served as Senior Vice President
responsible for Due Diligence and Investment Evaluation of J-Hawk from 1992 to
the Merger. From 1991 to 1992, Mr. DeWitt was Senior Vice President of the First
National Bank of Central Texas, a national banking association, and from 1989 to
1991, he was President of the First National Bank of Goldthwaite, a national
banking association.

G. Stephen Fillip has been Senior Vice President since the Merger. Mr.
Fillip has served as President of FirstCity Servicing Corporation since October
1999 and has served as Co-President of FirstCity Commercial since October 1999.
Mr. Fillip was Senior Vice President of J-Hawk from 1991 to the Merger. From
1989 to 1991, Mr. Fillip was Executive Vice President and Chief Credit Officer
of BancOne, Texas, N.A. (Waco), a national banking association.

Joe S. Greak has been Senior Vice President, Tax Director of the Company
since the Merger. Mr. Greak was the Tax Manager of FCBOT since 1993. From 1992
to 1993, Mr. Greak was the Tax Manager of New First City -- Houston, N.A. Prior
thereto, he was Senior Vice President and Tax Director of First City,
Texas -- Houston, N.A.

James C. Holmes has been Senior Vice President since the Merger. Mr. Holmes
has served as Executive Vice President of FirstCity Commercial since October
1999. From the Merger to August 1999 Mr. Holmes served as Senior Vice President
and Treasurer and held the same positions with J-Hawk from 1994 to the Merger.
From 1988 to 1991, Mr. Holmes was a Vice President of MBank, Waco, a national
banking association.

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Jim W. Moore has been Senior Vice President since the Merger and President
of FirstCity Consumer Lending since September 1997. From November 1996 to
September 1997 Mr. Moore served as Senior Vice President and Manager of
Subsidiary Activities of the Company. Mr. Moore served as Senior Vice President
and Manager of Assets of the Company from the Merger to November 1996, and held
the same position with J-Hawk from 1992 to the Merger. From 1990 to 1992, Mr.
Moore was a management consultant for MBank, Waco, a national banking
association, and from 1988 to 1990, Mr. Moore was President and a Director of
Central Texas Savings and Loan, a savings and loan association.

Richard J. Vander Woude has been General Counsel and Senior Vice President
of the Company since January 1, 1998 and has served as Secretary since June
2000. Prior thereto, Mr. Vander Woude was a director and shareholder in the law
firm of Vander Woude & Istre, P.C., Waco, Texas from 1992 to 1997. From 1978 to
1992, Mr. Vander Woude was a director and shareholder of Sheehy, Lovelace &
Mayfield, P.C., Waco, Texas.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10 percent of the Common
Stock, to file with the Securities and Exchange Commission certain reports of
beneficial ownership of the Common Stock. Based solely on copies of such reports
furnished to the Company and written representations that no other reports were
required, the Company believes that all applicable Section 16(a) filing
requirements were complied with by its directors, officers and 10 percent
stockholders during the last fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain information concerning compensation
for services during each of the last three years for (1) the Company's Chief
Executive Officer during 2000, and (2) the Company's other four most highly
compensated executive officers during 2000 serving as such at the end of 2000:

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
---------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION(1)($)
- --------------------------- ---- ----------- -------- ------------ ------------------

James R. Hawkins, ......... 2000 300,014 -- -- 18,856
Chairman of the Board 1999 300,014 -- -- 20,539
1998 300,014 -- -- 19,626
James T. Sartain, ......... 2000 300,014 130,000 50,000 16,018
President and 1999 300,014 -- -- 16,843
Chief Executive Officer 1998 300,014 -- -- 16,257
Terry R. DeWitt, .......... 2000 250,000 80,640 -- 5,040
Senior Vice President and 1999 214,584 128,400 -- 5,089
Co-President of FirstCity 1998 172,317 25,000 -- 5,183
Commercial Corporation
G. Stephen Fillip, ........ 2000 250,000 83,400 -- 5,310
Senior Vice President and 1999 214,584 83,400 -- 5,455
Co-President of FirstCity 1998 172,917 25,000 -- 5,453
Commercial Corporation

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Jim W. Moore............... 2000 206,250 130,000 -- 16,977
Senior Vice President and 1999 172,917 10,000 -- 4,428
President of FirstCity 1998 147,917 -- -- 3,502
Consumer Lending

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(1) With respect to Messrs. Hawkins, Sartain, DeWitt, Fillip and Moore, the
total amounts indicated under "All Other Compensation" for 2000 consist of
(a) amounts contributed to match a portion of such employee's contributions
under a 401(k) plan ("401(k) Match"), (b) excess premiums paid on
supplemental life insurance policies ("Supplement Life"), (c) personal use
of a business vehicle ("Auto"), and (d) amounts paid for moving expenses
("Other"). The follows table details the amounts paid during 2000 for each
of the categories:

401(K) SUPPLEMENT
EXECUTIVE MATCH($) LIFE($) AUTO($) OTHER TOTAL($)
- --------- -------- ---------- ------- ------ --------

James R. Hawkins............. 4,500 4,356 10,000 -- 18,856
James T. Sartain............. 4,500 1,518 10,000 -- 16,018
Terry R. DeWitt.............. 4,500 540 -- -- 5,040
G. Stephen Fillip............ 4,500 810 -- -- 5,310
Jim W. Moore................. 4,500 1000 -- 11,477 16,977

STOCK OPTION AND PURCHASE PLANS AND 401(K) PLAN

In October 1995, on the recommendation of the Stock Option Subcommittee,
the Board of Directors approved the grant of 229,600 stock options under the
1995 Stock Option and Award Plan. Of these options, 173,600 were granted to the
Company's executive officers. The exercise price for all such options was equal
to or greater than the fair market value of the underlying the Common Stock at
the date of grant. Therefore, the holders of the stock options will benefit from
such options only when, and to the extent, the price of the Common Stock
increases after the grant of the option. The performance of individual executive
officers and other key employees was considered by the Stock Option Subcommittee
in allocating such grants, taking into account the Company's performance, each
individual's contributions thereto and specific accomplishments in each
individual's area of responsibility. In October 1996, on the recommendation of
the Stock Option Subcommittee of the Compensation Committee, the Board of
Directors approved the grant of 18,000 stock options under the 1996 Stock Option
and Award Plan (no such shares were granted to executive officers). In February
1997, on the recommendation of the Stock Option Subcommittee, the Board of
Directors approved the grant of 95,200 stock options under the 1996 Stock Option
and Award Plan. Of these options, 46,200 were granted to the Company's executive
officers. In September 1997, on the recommendation of the Stock Option
Subcommittee, the Board of Directors approved the grant of 30,000 stock options
under the 1996 Stock Option and Award Plan (no such shares were granted to
executive officers).

At the Company's annual stockholders' meeting, held on April 24, 1996, the
Company's stockholders approved (1) the 1995 Stock Option and Award Plan, which
provides for the grant of up to 230,000 options to purchase the Common Stock to
plan participants (229,600 of which have been granted), (2) the 1996 Stock
Option and Award Plan, which provides for the grant of up to 500,000 options to
purchase the Common Stock to plan participants (341,200 of which have been
granted) and (3) the 1995 Employee Stock Purchase Plan, under which up to
156,951 shares of the Common Stock may be made available for purchase by plan
participants. To date 134,979 shares of the Common Stock under the 1995 Employee
Stock Purchase Plan have been issued. The 1996 Stock Option and Award Plan also
provides for the grant of up to 50,000 performance shares to employees of the
Company, to be awarded in the discretion of the Stock Option Subcommittee. The
performance measure to be used for the purposes of granting the performance
shares will

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be the extent to which performance goals are met, in addition to the factors of
total stockholder return, return on equity, earnings per share and the ratio of
operating overhead to operating revenue.

Beginning January 1, 1994, the Company also initiated a defined
contribution 401(k) employee profit sharing plan (the "401(k) Plan") in which
the Company matches employee contributions at a stated percentage of employee
contributions to a defined maximum. The Company contributed approximately
$263,000, $238,000 and $192,000 in 2000, 1999 and 1998, respectively, to the
401(k) Plan.

OPTION GRANTS

The following table sets forth certain information with respect to grants
of stock options under the 1995 Stock Option and Award Plan and the 1996 Stock
Option and Award Plan during 2000, to the Company's Chief Executive Officer and
each of the other executive officers of the Company named in the Summary
Compensation Table under the caption "Executive Compensation." In addition,
there are shown hypothetical gains or "option spreads" that could be realized
for the respective options, based on arbitrarily assumed rates of annual
compound stock price appreciation of 5 percent and 10 percent from the date the
options were granted over the full option terms. The Company granted no stock
options to Mr. Hawkins, Mr. DeWitt, Mr. Fillip, or Mr. Moore during 2000 and
granted no stock appreciation rights during 2000.

OPTION GRANTS IN 2000

INDIVIDUAL GRANTS
---------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL EXERCISE ANNUAL RATES OF STOCK
SHARES OPTIONS OR BASE PRICE APPRECIATION FOR
UNDERLYING GRANTED TO PRICE OPTION TERM(2)
OPTIONS EMPLOYEES (PER EXPIRATION -----------------------
NAME GRANTED(#)(1) IN 2000 SHARE)($) DATE 5%($) 10%($)
- ---- ------------- ---------- ---------- ---------- --------- ----------

James T. Sartain............... 50,000 27.32% 2.00 12/1/2010 49,500 138,054

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(1) The options granted to the above person were granted as of December 1, 2000,
at an exercise price of $2.00 (greater than or equal to fair market value of
the Common Stock on the date of grant). The shares of the Common Stock
underlying such option will vest in five equal, consecutive annual
installments, commencing on the first anniversary of the grant date. Subject
to the terms of the 1996 Stock Option and Award Plan, such option may be
exercised to purchase all or any portion of such vested shares at any time
prior to the termination thereof. The unexercised portions of such options,
if any, terminate ten years from the grant date. Such options are
non-transferable other than by will or the laws of descent and distribution.
Under the 1996 Stock Option and Award Plan, the right to exercise options
with respect to unvested shares may be accelerated in certain circumstances.

(2) These amounts represent certain assumed rates of appreciation only. There
can be no assurance that the amounts reflected will be achieved.

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OPTION EXERCISES AND YEAR-END VALUES

The following table sets forth, for the Company's Chief Executive Officer
and each of the other executive officers of the Company named in the Summary
Compensation Table under the caption "Executive Compensation," the number of
shares of the Common Stock underlying both exercisable and non-exercisable stock
options held by such persons as of December 31, 2000, and the year-end values
for unexercised "in-the-money" options, which represent the positive spread
between the exercise price of any such options and the year-end market price of
the Common Stock. All such options were granted under the 1995 Stock Option and
Award Plan and the 1996 Stock Option and Award Plan. No options were exercised
by the officers listed below during 2000.

AGGREGATED 2000 OPTION EXERCISES
AND YEAR-END OPTION VALUES

NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT YEAR END AT YEAR END($)(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------

James T. Sartain........................... 24,800 50,000 -- --
Terry R. DeWitt............................ 17,700 -- -- --
G. Stephen Fillip.......................... 17,700 -- -- --
Jim W. Moore............................... 17,300 -- -- --

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(1) Calculated using the aggregate market value (based on December 31, 2000
stock price of $1.68 per share) of the shares of the Common Stock underlying
such options, less the aggregate exercise price payable.

DIRECTOR COMPENSATION

Directors of the Company who are not employees of the Company or any of its
subsidiaries receive a retainer of $3,000 per quarter for their services as
directors (from January 1, 2000 through December 31, 2000, each such director
received an aggregate of $12,000 for such director's services as director for
such period). Such directors also receive $1,000 plus expenses for each regular
and special Board meeting attended, and $1,000 plus expenses for each meeting of
any committee of the Board attended, and $500 per each telephonic meeting.
Directors who are employees of the Company do not receive directors' fees.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The following report concerning the specific factors, criteria and goals
underlying decisions on payments and awards of compensation to each of the
executive officers of the Company for fiscal year 2000 is provided by the
Compensation Committee of the Company's Board of Directors.

GENERAL

Recommendations regarding compensation of the Company's executive officers
are prepared by the Compensation Committee of the Board of Directors and are
subject to the review, modification and approval of the Board, except that (1)
the Chief Executive Officer does not participate in the preparation of
recommendations, or the review, modification or approval thereof, with respect
to his compensation and (2) all such recommendations, reviews, modifications and
approvals with respect to awards under the 1996 Stock Option and Award Plan are
made solely by the Stock Option Subcommittee of the Compensation Committee.

The Company's compensation program is designed to enable the Company to
attract, motivate and retain high quality senior management by providing a
competitive total compensation opportunity based on performance. Toward this
end, the Company provides for competitive base salaries, annual variable
performance incentives payable in cash for the achievement of financial
performance goals, and long-term,

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stock-based incentives which strengthen the mutuality of interests between
senior management and the Company's stockholders.

Section 162(m) ("Section 162(m)") of the Internal Revenue Code of 1986, as
amended (the "Code"), provides that no deduction for federal income tax purposes
shall be allowed to a publicly held corporation for applicable employee
remuneration with respect to any covered employee of the corporation to the
extent that the amount of such remuneration for the taxable year with respect to
such employee exceeds $1.0 million. For purposes of this limitation, the term
"covered employee" generally includes the chief executive officer of the
corporation and the four highest compensated officers of the corporation (other
than the chief executive officer), and the term "applicable employee
remuneration" generally means, with respect to any covered employee for the
taxable year, the aggregate amount allowable as a federal income tax deduction
for services performed by such employee (whether or not during the taxable
year); provided, however, that applicable employee remuneration does not
include, among other items, certain remuneration payable solely on account of
the attainment of one or more performance goals ("performance based
compensation"). It is the Company's general intention that the remuneration paid
to its covered employees not exceed the deductibility limitation established by
Section 162(m). Nevertheless, due to the fact that not all remuneration paid to
covered employees may qualify as performance-based compensation, it is possible
that the Company's deduction for remuneration paid to any covered employee
during a taxable year may be limited by Section 162(m).

SALARIES

Salaries for the year 2000 for each of the Company's executive officers,
including its Chief Executive Officer, were determined based upon such officer's
level of responsibility, time with the Company, contribution to the Company and
individual performance. The evaluation of these factors was subjective, and no
fixed, relative weights were assigned thereto.

BONUSES

Messrs. DeWitt, Fillip, Sartain and Moore were participants in a bonus plan
in each of their respective business units. Messrs. DeWitt and Fillip
participated in a bonus pool of $600,000 established for both executive and
non-executive management of FirstCity Commercial and its subsidiaries. Mr.
Sartain and Mr. Moore were awarded a performance bonus for the successful
completion of the partial sale of the consumer business during the year 2000.

STOCK OPTIONS

The Stock Option Subcommittee of the Compensation Committee believes that
stock options are critical in motivating and rewarding the creation of long-term
stockholder value, and the subcommittee has established a policy of awarding
stock options each year based on the continuing progress of the Company as well
as on individual performance.

In 2000, the Stock Option Subcommittee recommended, and the Board of
Directors approved, the grant of stock options for 183,000 shares of the Common
Stock under the 1996 Stock Option and Award Plan (130,000 were granted to the
Company's executive officers). The exercise price with respect to all such
grants was equal to or greater than the fair market value of the underlying the
Common Stock at the date of grant so that the holders of such options will
benefit from such options only when, and to the extent, the price of the Common
Stock increases after such grant. The performance of individual executive
officers and other key employees was considered by the Stock Option Subcommittee
in allocating such grants, taking into account the Company's performance, each
individual's contributions thereto and specific accomplishments in each
individual's area of responsibility.

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COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Recommendations regarding compensation of the Company's Chief Executive
Officer are prepared by those members of the Compensation Committee, and are
subject to the review, modification and approval of those members of the Board,
other than the Chief Executive Officer. Such recommendations, reviews,
modifications and approvals for 2000 were based on the Chief Executive Officer's
level of responsibility, time with the Company, individual performance and
significant contributions to the successful implementation of several important
decisions that are expected to benefit the Company in future years, including
the acquisition of various purchased asset portfolios.

THE COMPENSATION COMMITTEE
C. Ivan Wilson, Chairman
David W. MacLennan
Robert E. Garrison II

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Wilson (Chairman), Garrison and MacLennan served as members of the
Compensation Committee of the Board of Directors during 2000. Messrs. Wilson,
Garrison and MacLennan served as members of the Stock Option Subcommittee of the
Compensation Committee during 2000. Neither of Messrs. Wilson, Garrison and
MacLennan was an officer or employee of the Company or any of its subsidiaries
during 2000 or any prior year. No interlocking relationship exists between the
members of the Company's Board of Directors or Compensation Committee and the
board of directors and compensation committee of any other company, nor has any
such interlocking relationship existed in the past.

EMPLOYMENT AGREEMENTS

In 1999, FirstCity Commercial (a wholly-owned subsidiary of the Company)
entered into employment agreements with Messrs. Terry R. DeWitt, G. Stephen
Fillip and James C. Holmes. The term of each of these contracts runs to December
31, 2004. These contracts provide for salaries of $250,000, $250,000 and
$200,000, respectively. Additionally, these contracts provide for the
establishment of a bonus pool based on the annual net profits of FirstCity
Commercial before taxes and interest expense on the indebtedness of FirstCity
Commercial to the Company exceeding certain thresholds. Messrs. DeWitt, Fillip
and Holmes participate in the benefit plans of the Company.

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CUMULATIVE TOTAL STOCKHOLDER RETURN

The following performance graph (the "Performance Graph") compares the
cumulative total stockholder return on the Common Stock, based on the market
price thereof, with

- the cumulative total return of the CRSP Total Return Index for the Nasdaq
Stock Market (US) (the "Nasdaq Market Index") prepared for Nasdaq by the
Center for Research in Security Prices ("CRSP") and

- the CRSP Financial Stocks Index (the "Nasdaq Industry Index") prepared
for Nasdaq by CRSP

for the period beginning on December 31, 1995 and ending on December 31, 2000.
Cumulative total stockholder return is based on an annual total return, which
assumes the reinvestment of all dividends for the period shown and assumes that
$100 was invested on December 31, 1995 in each of the Common Stock, the Nasdaq
Market Index and the Nasdaq Industry Index. The Company has not declared any
dividends during the period covered by the Performance Graph. The results shown
in the Performance Graph are not necessarily indicative of future performance.

[PERFORMANCE GRAPH]

- ---------------------------------------------------------------------------------------------------------------------------
12/31/95 3/29/96 6/28/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97
- ---------------------------------------------------------------------------------------------------------------------------

Nasdaq Market 100.00 104.68 113.21 117.26 123.04 116.36 137.68 160.96 150.69
Nasdaq Financial Stocks 100.00 104.02 106.46 115.38 128.36 133.97 155.92 181.87 196.31
FirstCity Financial 100.00 98.17 135.37 142.68 141.46 104.88 136.59 124.39 148.17

- --------------------------------------------------------------------------------------------------------------------------
3/31/98 6/30/98 9/30/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99 3/31/00
- --------------------------------------------------------------------------------------------------------------------------

Nasdaq Market 176.36 181.23 163.53 212.51 238.33 260.71 267.20 394.92 443.23
Nasdaq Financial Stocks 208.15 202.85 167.80 190.73 187.57 209.12 182.40 189.46 177.77
FirstCity Financial 147.56 141.46 78.05 63.11 48.48 26.83 7.32 13.41 11.59

- ------------------------------ ----------------------------
6/30/00 9/30/00 12/31/00
- ------------------------------ ----------------------------

Nasdaq Market 385.35 354.57 237.62
Nasdaq Financial Stocks 164.81 193.61 207.03
FirstCity Financial 9.15 9.30 8.23

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding the Common
Stock owned on May 18, 2001 (the "Measurement Date") by (1) each person who is
known by the Company to be the beneficial owner of more than five percent of the
Common Stock as of such date, (2) each of the Company's directors and the
nominees for director named herein, (3) each of the executive officers of the
Company named in the Summary Compensation Table under the caption "Executive
Compensation" and (4) all directors and executive officers of the Company as a
group. Except as otherwise indicated, all shares of the Common Stock shown in
the table are held with sole voting and investment power.

SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED CLASS
- --------------------------------------- ------------ -------

Ed Smith.................................................... 539,451(4) 6.4%
1021 Main Street, #1000
Houston, Texas 77002
Lindsey Capital............................................. 419,969(4) 5.0%
1021 Main Street, #1000
Houston, Texas 77002
Richard E. Bean............................................. 86,883(5) 1.0%
Dane Fulmer................................................. 23,250 *
James R. Hawkins............................................ 940,570(2)(3) 11.2%
Robert E. Garrison II....................................... 53,050 *
Jeffery Leu................................................. --(6) --
David W. MacLennan.......................................... 1,250(5) *
James T. Sartain............................................ 389,597(3)(7) 4.6%
C. Ivan Wilson.............................................. 3,914(5) *
Terry R. DeWitt............................................. 32,582(8) *
G. Stephen Fillip........................................... 64,087(8) *
Jim W. Moore................................................ 23,457(9) *
All directors and executive officers as a group (14
persons).................................................. 1,669,180(5)(9) 19.7%

- ---------------

* Less than 1%

(1) The business mailing address of each of such persons (except as otherwise
indicated) is P.O. Box 8216, Waco, Texas 76714-8216.

(2) Includes 52,810 shares of Common Stock held of record by J-Hawk, Ltd., the
sole general partner of which is 5-Star Management, Inc. Mr. Hawkins may be
deemed to beneficially own such shares of common stock as a result of his
ownership of 50% of the common stock of 5-Star Management, Inc.

(3) Messrs. Hawkins and Sartain and ATARA, the sole general partner of which is
ATARA Corp., are parties to a Shareholder Voting Agreement with Cargill
regarding the Common Stock, pursuant to which ATARA and Messrs. Hawkins and
Sartain are required to vote their shares of Common Stock to elect one
designee of Cargill as a director of the Company, and Cargill is required to
vote its shares of Common Stock to elect one or more designees of ATARA and
Messrs. Hawkins and Sartain as directors of the company. Each of Messrs.
Hawkins and Sartain and ATARA disclaims beneficial ownership of the shares
of Common Stock owned by Cargill.

(4) 419,969 of such shares of Common Stock are held of record by Lindsey Capital
Corporation. Mr. Smith beneficially owns such shares of Common Stock as a
result of his ownership of 100% of the common stock of Lindsey Capital
Corporation.

(5) Includes 1,250 shares that may be acquired within 60 days of the Measurement
Date upon the exercise of options granted under the Company's 1996 Stock
Option and Award Plan.

(6) Mr. Leu is an officer of certain affiliates of Cargill, which, as of the
Measurement Date was the record owner of 221,683 shares of Common Stock. Mr.
Leu disclaims beneficial ownership of such shares.

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Cargill is party to the Shareholder Voting Agreement with Messrs. Hawkins
and Sartain, and ATARA, regarding the Common Stock.

(7) Includes 24,800 shares that may be acquired within 60 days of the
Measurement Date upon the exercise of options granted under the Company's
1995 Stock Option and Award Plan.

(8) Includes 11,500 and 6,200 shares that may be acquired within 60 days of the
Measurement Date upon the exercise of options granted under the Company's
1995 and 1996 Stock Option and Award Plan, respectively.

(9) Includes 10,200 and 7,100 shares that may be acquired within 60 days of the
Measurement Date upon the exercise of options granted under the Company's
1995 and 1996 Stock Option and Award Plan, respectively.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company owns equity interests in various purchased asset portfolios
through limited partnerships and limited liability companies ("Acquisition
Partnerships") in which a corporate affiliate of the Company is the sole general
partner or managing member, and the Company and other non-affiliated investors
are limited partners or members. Certain directors and executive officers of the
Company may also serve as directors and/or executive officers of the general
partner or managing member, but receive no additional compensation from or on
behalf of such general partner or managing member for serving in such capacity.
The Company provides asset servicing to such Acquisition Partnerships pursuant
to servicing agreements between the Company and such Acquisition Partnerships.

Under a Right of First Refusal Agreement and Due Diligence Reimbursement
Agreement, effective as of January 1, 1998, as amended (the "Right of First
Refusal Agreement"), among the Company, FirstCity Servicing Corporation, Cargill
and its wholly owned subsidiary CFSC Capital Corp. II ("CFSC"), if the Company
receives an invitation to bid on or otherwise obtains an opportunity to acquire
interests in domestic loans, receivables, real estate or other assets located in
the United States, Canada or Mexico in which the aggregate amount to be bid
exceeds $4 million, the Company is required to follow a prescribed notice
procedure pursuant to which CFSC has the option to participate in the proposed
purchase by requiring that such purchase or acquisition be effected through an
Acquisition Partnership formed by the Company and Cargill (or an affiliate). The
Right of First Refusal Agreement does not prohibit the Company from holding
discussions with entities other than CFSC regarding potential joint purchases of
interests in loans, receivables, real estate or other assets, provided that any
such purchase is subject to CFSC's right to participate in the Company's share
of the investment. The Right of First Refusal Agreement further provides that,
subject to certain conditions, CFSC will bear 50% of the due diligence expenses
incurred by the Company in connection with proposed asset purchases. The Right
of First Refusal Agreement has been extended to January 1, 2002.

During 1999, Cargill provided the Company with a $9.6 million credit
facility, which matures in February 2002. Borrowings under such facility bore
interest at LIBOR plus 5% and were secured by the stock of Bosque Asset
Corporation and the proceeds of the class F and UR certificates held by
FirstStreet Investment, LLC. As of May 18, 2001, outstanding borrowings under
such facility were $7.6 million. The Company believes that the terms of this
credit facility are generally as favorable to the Company as the terms it would
receive from an independent third party.

During 2000, Cargill provided the Company with a $30 million credit
facility, which matures in March 2002. Borrowings under such facility bore
interest at LIBOR plus 4.5% and were secured by investments in Acquisition
Partnerships. As of December 31, 2000, outstanding borrowings under such
facility were $15.6 million. Jeffery D. Leu, a director of the Company, is an
officer of certain affiliates of Cargill. The Company believes that the terms of
this credit facility are generally as favorable to the Company as the terms it
would receive from an independent third party.

Pursuant to a noncancellable operating lease, the Company leases the office
space for its principal executive offices in Waco, Texas from a trust created
for the benefit of the children of James R. Hawkins, the Chairman of the Board
and Chief Executive Officer of the Company. This lease expires in December of
2001

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and contains an option in favor of the Company pursuant to which the Company may
renew the lease for two additional five-year periods, with escalating lease
payments. Rental expenses under such lease for calendar year 2000 were $90,000.
For 2001, the lease payments under the lease are $90,000. The Company believes
that the terms of such lease are generally as favorable to the Company as the
terms it would receive from an independent third party.

The Company is a party to agreements with J-Hawk Distributing Co., Inc. and
its subsidiaries and HATARAS Limited ("HATARAS") to provide asset servicing for
a fee based on a percentage of collections. Certain directors and executive
officers of the Company have beneficial ownership of J-Hawk Distributing Co.,
Inc. and HATARAS. The fees paid by J-Hawk Distributing Co., Inc. to the Company
in 2000 and 1999 were approximately $26,000 and $27,000, respectively. The fees
paid by HATARAS to the Company in 2000 and 1999 were approximately $12,000 and
$15,000, respectively. Prior to April 1, 2000, Messrs. Hawkins and Sartain and
ATARA, Ltd. (Rick R. Hagelstein, a former executive officer and director of the
Company, serves as President of ATARA Corp., the sole general partner of ATARA,
Ltd.) were owners of HATARAS. On April 1, 2000, Messrs. Hawkins and Sartain and
ATARA, Ltd. sold their interests in HATARAS to Capital Marketing Corp. a
corporation of which Mr. Hawkins is an owner. The Company believes that the
terms of these agreements are generally as favorable to the Company as the terms
it would receive from an independent third party.

During 1999 and 2000 the Company had certain borrowings secured by residual
interests in the Company's automobile securitizations and certain other
automobile loan assets. These borrowings were originally $6,000,000 and bore a
rate of interest equal to Wall Street Journal Prime Rate plus 1%. During 1999,
Messrs. Hawkins, Sartain and Hagelstein purchased participations in the
borrowings in amounts of $1,000,000, $500,000 and $500,000, respectively.
Subsequent to the original participation, Mr. Hawkins purchased an additional
participation in the amount of $1,000,000. Repayment of the participations were
subordinated to the repayment of the note holders. All other terms and
conditions of the participations are the same as the note holder. On December
31, 1999, Messrs. Hawkins and Sartain purchased additional participations in the
these borrowings in amounts of $500,000 and $500,000, respectively. Subsequent
to year end, the December 31, 1999 participations were repaid with the proceeds
of a refinance transaction in the amount of $7,000,000 in which Messrs. Hawkins,
Sartain and Hagelstein, and J-Hawk Distributing Co., Inc., purchased
participations in the amount of $1,500,000, $500,000, $500,000 and $500,000,
respectively, at the same terms as described above. Additionally, in May 2000
the remaining balance of the borrowings was refinanced in the amount of
$5,500,000 in which Mr. Hawkins purchased an additional participation in the
amount of $2,200,000. The entire amount of the borrowings and the related
participation amounts were repaid in August of 2000. During 1999, interest in
the amounts of $87,739, $26,754 and $26,754 were paid to Messrs. Hawkins,
Sartain and Hagelstein, respectively. During 2000, interest in the amounts of
$147,734, $32,610, $28,583 and $32,610 were paid to Messrs. Hawkins, Sartain and
Hagelstein, and J-Hawk Distributing Co., Inc., respectively. The Company
believes that the terms of these investments were generally as favorable to the
Company as the terms it would receive from an independent third party.

During 2000, The Company had certain borrowings secured by residual
interests in securitizations and other loan assets of the Company's discontinued
operation, FC Capital Corp. These borrowings were originally $1,000,000 and bore
a rate of interest equal to the one month LIBOR Rate plus 1.5%. During 2000,
J-Hawk II, Ltd., an affiliate of Mr. Hawkins, and Mr. Sartain purchased
participations in the borrowings in amounts of $700,000 and $300,000,
respectively. All other terms and conditions of the participations are the same
as the note holder. The participations were repaid in November of 2000. During
2000, interest in the amounts of $7,714 and $3,306 were paid to Messrs. Hawkins
and Sartain, respectively. The Company believes that the terms of these
investments were generally as favorable to the Company as the terms it would
receive from and independent third party.

During 1999, the Company borrowed $760,364.13 from J-Hawk Distributing Co.,
Inc, an affiliate of Mr. Hawkins. The note was repaid in full during 2000. This
loan was unsecured and bore a rate of interest of 10%. Interest paid during 2000
and 1999 on this note was $49,985 and $38,441, respectively. The Company
believes that the terms of this loan were generally as favorable to the Company
as the terms it would receive from an independent third party.

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At May 18, 2001, Terry R. DeWitt, the Co-President of FirstCity Commercial,
had indebtedness with the Company in the amount of $125,000. The largest amount
of indebtedness outstanding at any time during 2000 was $125,000. Such
indebtedness is unsecured and bears interest at the rate of 5% annually.
Repayment of such indebtedness is expected from future performance bonuses from
the Company.

Pursuant to the requirements of Section 13 or 15(d) 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.

FIRSTCITY FINANCIAL CORPORATION

By: /s/ JAMES R. HAWKINS
-----------------------------------
James R. Hawkins
Chairman of the Board
May 24, 2001