Notification of Late Filing

(Check One):

    x   Form 10-K

    o Form 20-F

    o Form 11-K

    o Form 10-Q

    o Form 10-D

    o Form N-SAR

    o Form N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

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OMB Number: 3235-0058

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SEC FILE NUMBER

CUSIP NUMBER

For Period Ended: 12/31/07

o

Transition Report on Form 10-K

o

Transition Report on Form 20-F

o

Transition Report on Form 11-K

o

Transition Report on Form 10-Q

o

Transition Report on Form N-SAR

For the Transition Period Ended:                                                              

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:


PART I — REGISTRANT INFORMATION

FIRST FINANCIAL CORPORATION


Full Name of Registrant

Not Applicable


Former Name if Applicable

800 Washington Avenue


Address of Principal Executive Office (Street and Number)

Waco, TX 76701


City, State and Zip Code


 

 



 

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.



PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to timely file its Form 10-KSB for the period ended December 31, 2007, because the auditors have not completed the audit of the financial statements of the Registrant and are unable to complete the audit of the financial statements without unreasonable effort and expense.

PATILLO, BROWN, & HILL, L.L.P.

First Financial Corporation and Subsidiaries
Waco, Texas

                Pursuant to Rule 12b-25 of the General Rules and Regulations under Securities Exchange Act of 1934, we inform you that we have been furnished a copy of Form NT 10-K to be filed by First Financial Corporation and Subsidiaries (FFC) on or about March 28, 2008, which contains notification of the registrant’s inability to file its Form 10-KSB by March 31, 2008.  We have read FFC’s statements contained in Part III therein and we agree with the stated reason as to why we have been unable to complete our audit and report on the financial statements for the year ended December 31, 2007, to be included in the Form 10-KSB.

Signed:  Pattillo, Brown & Hill, L.L.P.
              March 28, 2008
              Waco, Texas

(Attach Extra Sheets if Needed)

 



PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

David W. Mann

(Name)

    

254

(Area Code)

  

757-2424

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    x  Yes    o  No


(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    x  Yes  o  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Registrant will reflect a net comprehensive loss of $.7 million for 2007 compared to a loss of $2.5 million for 2006.  The decrease in the net comprehensive loss is mainly due to the discontinuance of Registrant’s mortgage operations as of April 28, 2006.  This is reflected in Registrant’s total expenses and total revenue as well.  Registrant’s total expenses during the year ended December 31, 2007 were $1.9 million compared to $5.3 million for the same time period in 2006.  Registrant’s total revenue during 2007 was $.2 million compared to $2 million in 2006.  The revenue in 2007 was mainly derived from realized gains on the sale of securities and oil and gas royalties.


FIRST FINANCIAL CORPORATION


(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date  March 28, 2008

By

/s/ David W. Mann

David W. Mann, Chief Executive Officer
and Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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