<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>ffinnotice2003.txt
<DESCRIPTION>FIRST FINANCIAL BANKSHARES, INC. 2003 PROXY STMT.
<TEXT>
                                  SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant  [X]
Filed by a Party other than the Registrant  [ ]

Check the appropriate box:
[  ]     Preliminary Proxy Statement
[  ]     Confidential, for Use of the Commission Only (as permitted by Rule 14a-
         6(e)(2))
[X]      Definitive Proxy Statement
[  ]     Definitive Additional Materials
[  ]     Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                        First Financial Bankshares, Inc.
                (Name of Registrant As Specified in its Charter)
    ________________________________________________________________________
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]      No fee required.
[ ]      Fee computed on table below per Exchange Act Rules 14a-6(i)(1)and 0-11.

         (1)      Title of each class of securities to which transaction
                  applies:___________

         (2)      Aggregate number of securities to which transaction applies:__
                  ___________
         (3)      Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (set forth the
                  amount on which the filing fee is calculated and state how it
                  was determined): $___________

         (4)      Proposed maximum aggregate value of transaction: $___________

         (5)      Total fee paid: $___________

[ ]      Fee paid previously with preliminary materials:  $_____________
[ ]      Check box if any part of the fee is offset as provided by Exchange
         Act Rule 0-11(a)(2) and identify the filing for which the offsetting
         fee was paid previously. Identify the previous filing by registration
         statement number, or the form or schedule and the date of its filing.

         (1) Amount Previously Paid: $___________________
         (2) Form, Schedule or Registration Statement No.:______________________
         (3) Filing Party:_______________________________
         (4) Date Filed:_________________________________


<PAGE>


                        FIRST FINANCIAL BANKSHARES, INC.
                                 400 Pine Street
                              Abilene, Texas 79601
                                  915.627.7155


                NOTICE OF THE 2003 ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD APRIL 22, 2003

To our shareholders:

     We cordially  invite you to attend the annual meeting of our  shareholders,
which will be held in the Abilene Civic Center, 1100 North 6th Street,  Abilene,
Texas,  at 10:30  a.m.,  Central  time,  on  Tuesday,  April 22,  2003,  for the
following purposes:

     (1)          To elect 14 directors;

     (2)          To act on such other business as may properly come before the
                  annual meeting, or any adjournment thereof. Your board of
                  directors is not aware of any other business to come before
                  the meeting.

     Only shareholders of record at the close of business on March 14, 2003, are
entitled to notice of and to vote at the annual meeting or any  continuation  of
the meeting if it is adjourned.

     We have  included,  along with this  notice and proxy  statement,  our 2002
annual report,  which describes our activities during 2002 and contains our Form
10-K for the year ended  December 31, 2002.  The annual report does not form any
part of the material for solicitation of proxies.

     We hope that you will be present at the annual  meeting and the luncheon to
be held immediately afterward. We respectfully urge you, whether or not you plan
to attend the annual meeting,  to sign, date and mail the enclosed proxy card in
the  envelope  provided in order to  eliminate  any  question of your vote being
counted.  You can revoke  your  proxy in  writing at any time  before the annual
meeting,  so long as your written request is received by our Corporate Secretary
before your proxy is voted.  Alternatively,  if you submitted a proxy and attend
the annual meeting in person, you may revoke the proxy and vote in person on all
matters submitted at the annual meeting.


                                           By order of the Board of Directors,



                                           KENNETH T. MURPHY, Chairman

March 27, 2003


<PAGE>


                        FIRST FINANCIAL BANKSHARES, INC.
                                 400 Pine Street
                              Abilene, Texas 79601
                                  915.627.7155

                                 PROXY STATEMENT

                       2003 ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD APRIL 22, 2003


                                  INTRODUCTION

     Your  board of  directors  hereby  solicits  your proxy for use at the 2003
annual meeting of our shareholders and any continuation of this meeting if it is
adjourned.  The annual  meeting will be held in the Abilene Civic  Center,  1100
North 6th Street, Abilene, Texas, at 10:30 a.m., Central time, on Tuesday, April
22, 2003.

     Our  principal  executive  office is located at 400 Pine  Street,  Abilene,
Texas 79601. Our telephone number is 915.627.7155.

     We mailed this proxy statement and the accompanying proxy card on March 27,
2003. The date of this proxy statement is March 27, 2003.

                              VOTING OF SECURITIES

Record Date

     Your board of directors has  established the close of business on March 14,
2003, as the record date for determining the shareholders entitled to notice of,
and to vote at, the annual meeting. On the record date, we had 12,367,431 shares
of our common stock outstanding.

Quorum

     In order for any business to be conducted at the annual  meeting,  a quorum
consisting  of  shareholders  having voting rights with respect to a majority of
our outstanding  common stock on the record date must be present in person or by
proxy. Shares that are represented at the annual meeting but abstain from voting
on any or all matters and shares that are "broker  non-votes" will be counted in
determining  whether  a quorum  is  present  at our  annual  meeting.  A "broker
non-vote"  occurs  when a broker or nominee  votes on some  matters on the proxy
card but not others because he does not have authority to do so.

Required Vote

     The  affirmative  vote of a  plurality  of the  shares  cast at the  annual
meeting is required to elect a nominee for director.  The affirmative  vote of a
majority of shares entitled to vote is required to approve any other matter that
may come before the meeting. If you abstain from voting or withhold authority to
vote in the election of a director, your abstention or withholding will have the
effect of a vote  against  such  director  because  the  election  requires  the
affirmative vote of a majority of the shares entitled to vote.  Abstentions will
be included in determining  the number of votes cast.  Broker  non-votes will be
treated as present with respect to each applicable proposal. But, because broker
non-votes are not votes cast for, against, or as expressly abstained,  they will
have no effect on the outcome of any proposal.

Shareholder List

     A list of shareholders  entitled to vote at the annual meeting,  which will
show each  shareholder's  address and the number of shares  registered in his or


                                      -1-


<PAGE>


her name,  will be open to any shareholder to examine for any purpose related to
the annual  meeting.  Any  shareholder  may examine  this list  during  ordinary
business hours commencing March 27, 2003, and continuing through the date of the
annual meeting at our principal office, 400 Pine Street, Abilene, Texas 79601.

                    SOLICITATION AND REVOCABILITY OF PROXIES

Solicitation

     We  will  bear  the  expense  to  solicit   proxies,   which  will  include
reimbursement  of expenses  incurred by  brokerage  firms and other  custodians,
nominees and fiduciaries to forward solicitation  materials regarding the annual
meeting to beneficial  owners.  Our officers and  directors may further  solicit
proxies from shareholders and other persons by telephone or oral  communication.
We will not pay these officers any extra  compensation for participating in this
solicitation.

Proxies and Revocation

     Each  executed  and  returned  proxy  card will be voted  according  to the
directions indicated on that proxy card. If no direction is indicated, the proxy
will be voted  according to the board of directors'  recommendations,  which are
contained in this proxy  statement.  Your board of directors  does not intend to
present,  and has no information  that others will present,  any business at the
annual  meeting that  requires a vote on any other  matter.  If any other matter
requiring a vote properly comes before the annual  meeting,  the proxies will be
voted in the discretion of the proxyholders named on the proxy.

     Each  shareholder  giving a proxy  has the  power to  revoke it at any time
before the shares of our common stock it represents are voted.  This  revocation
is effective  upon receipt,  at any time before the annual  meeting is called to
order, by our Corporate Secretary of either (i) an instrument revoking the proxy
or (ii) a duly executed  proxy  bearing a later date than the  preceding  proxy.
Additionally,  a shareholder may change or revoke a previously executed proxy by
voting in person at the annual meeting.


                                      -2-


<PAGE>


                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

General

     Your board of directors  currently consists of 14 directors.  At the annual
meeting, 14 directors are to be elected,  each for a term of one year. Under our
bylaws,  an  individual  may not stand for election or  reelection as a director
upon  attaining 72 years of age,  unless he owns at least 1% of the  outstanding
shares of our  common  stock and is less than 75 years of age.  While our bylaws
fix the  number of  directors  at a number not less than three nor more than 30,
the board of directors  has fixed the number of directors at 14.  Although we do
not  contemplate  that any of the  nominees  will be unable to serve,  if such a
situation  arises before the annual meeting,  the proxies will be voted to elect
any substitute nominee or nominees designated by your board of directors.

Nominees

     The names and  principal  occupations  of the  nominees,  together with the
length of  service as a  director  and the number of shares of our common  stock
beneficially  owned by each of them on February 11,  2003,  are set forth in the
following table, except as otherwise  indicated,  the named beneficial owner has
sole voting and investment power with respect to shares held by him or her:


<TABLE>
<CAPTION>
                                                                                      Shares of
                                       Years as                                      Bankshares       Percent
                                       Director    Principal Occupation             Beneficially     of Shares
Name                           Age        (1)      During Last Five Years               Owned       Outstanding
----                           ---        ---      ----------------------               -----       -----------
<S>                             <C>       <C>      <C>                               <C>              <C>
Joseph E. Canon                 61         7       Executive Director,                   7,137         0.06
                                                     Dodge Jones Foundation, a
                                                     private charitable foundation

Mac A. Coalson                  63         7       Real Estate and Ranching            132,587         1.07

David Copeland                  47         5       President, Shelton Family            68,330(2)      0.55
                                                     Foundation, a private
                                                     charitable foundation

F. Scott Dueser**               50        12       See "Executive Officers" on         113,438(3)      0.92
                                                     page 4

Derrell E. Johnson              63         3       President, American Council          23,500         0.19
                                                     of Engineering Companies
                                                     Life Health Trust

Kade L. Matthews                45         5       Ranching and Investments            108,895         0.88

Raymond A. McDaniel, Jr.        69        11       Investments                          53,562         0.43

Bynum Miers                     66        11       Ranching                             34,262(5)      0.23

Kenneth T. Murphy               65        32       See "Executive Officers" on         164,544         1.33
                                                     page 4

James M. Parker**               72        31       President, Parker Properties,       443,395(4)      3.59
                                                     Inc.

Jack D. Ramsey, M.D.            72         6       Physician                           124,322         1.01

Johnny E. Trotter               52         -       Ranching, Farming and Cattle         46,096         0.37
                                                     Feeding

Dian Graves Stai                63        10       Investments                          43,556         0.35

F. L. Stephens                  65         5       Retired Chairman and Chief           27,600         0.22
                                                     Executive Officer, Town &
                                                     Country Food Stores, Inc.

Shares beneficially owned by all executive officers and directors*                   1,477,199        11.95

* See "Security Ownership of Certain Beneficial Owners and Management."
** Mr.  Dueser is the son-in-law of Mr. Parker.


                                      -3-

<PAGE>


(1)     The years indicated are the approximate number of years each person has
        continuously served as a director, or, prior thereto, of First National
        Bank of Abilene, which became our wholly-owned subsidiary in April 1973,
        when all the then directors of First National Bank of Abilene became our
        directors.
(2)     Includes 61,929 shares that are owned by trusts for which Mr. Copeland
        serves as trustee or co-trustee to which he disclaims beneficial
        ownership.
(3)     Includes 605 shares of our common stock issuable upon exercise of
        options presently exercisable or exercisable within 60 days of February
        11, 2003. Also includes 22,833 shares owned by his wife of which he
        disclaims beneficial ownership.
(4)     Includes 160,859 shares of our common stock for which Mr. Parker serves
        as trustee.
(5)     Includes 5,360 shares of our common stock owned by Mr. Miers' spouse.

</TABLE>

             THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
               VOTE "FOR" THE ELECTION OF EACH OF THESE NOMINEES.

Executive Officers

     Set forth the following table are our executive officers, and the shares of
our common  stock  beneficially  owned by each of them as of December  31, 2002,
except as otherwise  indicated,  the named executive officer has sole voting and
investment power with respect to the shares he holds:

<TABLE>
<CAPTION>

                                                    Years                                   Shares of
                                                    Served                                  Bankshares     Percent of
                                                    in Such   Principal Occupation         Beneficially      Shares
Name                     Age   Office               Office    During Past 5 Years             Owned        Outstanding
----                     ---   ------               ------    -------------------             -----        -----------
<S>                      <C>   <C>                    <C>     <C>                             <C>              <C>
Kenneth T. Murphy        65    Chairman               16      Chairman, First Financial       164,544          1.33
                                                              Bankshares, Inc; Chairman,
                                                              President and Chief
                                                              Executive Officer, First
                                                              Financial Bankshares, Inc.
                                                              (1986-2000); Chairman,
                                                              First National Bank of
                                                              Abilene* (1993-2000)

F. Scott Dueser          50    President and                  President and Chief             111,198          0.90
                               Chief Executive         2      Executive Officer of
                               Officer                        Bankshares; Chairman,
                                                              First National Bank of
                                                              Abilene*;  President and
                                                              Chief Executive Officer,
                                                              First National Bank of
                                                              Abilene* (1991-2001);
                                                              Executive Vice President
                                                              of Bankshares (1999-2001)

Curtis R. Harvey         57    Executive Vice         12      Executive Vice President         12,742 (1)      0.10
                               President and Chief            and Chief Financial
                               Financial Officer (2)          Officer of Bankshares

J. Bruce Hildebrand      47    Executive Vice          -      Partner, KPMG LLP                   500          -
                               President (2)


*A bank subsidiary.
  (1) Includes 1,255 of our common stock issuable upon exercise of options
      presently exercisable or exercisable within 60 days of December 31, 2002.
  (2) Mr. Harvey plans to resign as Executive Vice President and Chief Financial
      Officer effective March 31, 2003, at which time Mr. Hildebrand will
      succeed him as Executive Vice President and Chief Financial Officer.

</TABLE>


                                      -4-


<PAGE>


                                   MANAGEMENT

     Amounts and prices related to shares of our common stock have been adjusted
to give effect to all stock splits and stock dividends.

Executive Compensation

     The following  table provides  individual  compensation  information on the
chief  executive  officer and our most  highly  compensated  executive  officers
during 2002 whose total annual  salary and bonus was in excess of  $100,000.  J.
Bruce Hildebrand, our Executive Vice President, commenced employment in December
2002 with an annual base salary of $200,000.

                           Summary Compensation Table

<TABLE>
<CAPTION>

                                                                                       Long Term
                                                                                      Compensation
                                                                                          Awards
                                                                  Annual          -----------------------        All Other
                                                                Compensation            Securities             Compensation
Name and Principal Position                          Year    Salary ($) Bonus ($) Underlying Options(#)(1)         ($)(2)
---------------------------                          ----    -------------------- ------------------------       ----------
<S>                                                  <C>     <C>         <C>                 <C>                    <C>
Kenneth T. Murphy, Chairman of the Board
   First Financial Bankshares, Inc.                  2002    351,635          -                  -                  24,445
                                                     2001    332,000          -                  -                  17,729
                                                     2000    422,318      5,645              4,688                  20,897

F. Scott Dueser, President and Chief                 2002    336,000     45,423                  -                  26,247
   Executive Officer                                 2001    310,000          -                  -                  20,521
   First Financial Bankshares, Inc.                  2000    252,642          -              3,125                  21,981


Curtis R. Harvey, Executive Vice President           2002    174,000          -                  -                  21,268
   and Chief Financial Officer                       2001    167,000          -                  -                  17,417
   First Financial Bankshares, Inc.                  2000    158,500          -              1,875                  19,412

Craig Smith, Chairman, President
   and Chief Executive Officer                       2002    159,270          -                  -                   4,778
   Hereford State Bank*                              2001    158,500          -                  -                   3,381
                                                     2000    155,000          -              1,000                   4,100

(1) Adjusted for stock splits and stock dividends.
(2) Represents the contributions we made to our profit sharing plan for the
    benefit of such officer.
*   A bank subsidiary

</TABLE>

     The  following  table sets forth  certain  information  concerning  options
exercised during the last fiscal year by the named executive officers.

                 Aggregated Option Exercises in Last Fiscal Year
                        and Fiscal Year End Option Values

<TABLE>
<CAPTION>

                                                          Number of Securities              Value of Unexercised
                                                          Underlying Unexercised            In-the-Money Options
                             Shares                   Options at Fiscal Year End (#)      at Fiscal Year End ($)(1)
                           Acquired on      Value       ---------------------------      ---------------------------
Name                       Exercise (#)   Realized ($)  Exercisable   Unexercisable      Exercisable   Unexercisable
----                       ------------   ------------  -----------   -------------      -----------   -------------
<S>                            <C>            <C>           <C>            <C>            <C>              <C>
Kenneth T. Murphy              6,201          $89,389           -              -                -                -

F. Scott Dueser                2,675          $35,357           -          4,335                -          $64,313

Curtis R. Harvey                   -                -       1,255          2,425          $17,135          $37,052

Craig Smith                      618          $ 4,134           -          1,413                -          $20,805


(1)  Based upon the closing price per share of our common stock of $38.00 on December 31, 2002.

</TABLE>

No stock options were issued to any of our named  executive  officers during the
year ended December 31, 2002.


                                      -5-

<PAGE>


Compensation pursuant to Employee Benefit Plans

General

     We have both a defined  benefit  pension plan and a profit sharing plan. An
employee  is  eligible to become a  participant  in the pension  plan and profit
sharing plan on the January 1 coincident with or immediately  following the date
his employment begins. With our subsidiary banks, we adopted a flexible spending
account  benefit plan for all  employees  that became  effective in 1988.  First
Financial Bank, National Association, Cleburne, adopted these plans effective in
1991.  Stephenville  Bank & Trust Co. adopted these plans effective in 1993. San
Angelo National Bank adopted the pension and flexible  spending  account benefit
plan effective in 1994 and profit  sharing plan  effective in 1995.  Weatherford
National  Bank adopted  these plans  effective in 1996.  First  Financial  Bank,
National  Association,  Southlake  adopted all benefit plans  effective in 1998.
City National Bank adopted all benefit plans effective in 2001.

Profit Sharing Plan

     We,  and each of our  subsidiary  banks  that  participates  in the  profit
sharing plan, determine on an annual basis the contribution that it will make to
the profit sharing plan from such employer's  operating  profits.  Contributions
under the profit sharing plan are administered by the  administrative  committee
for the profit sharing,  pension and flexible spending account benefit plans for
the  exclusive  benefit of plan  participants  under the  provisions  of a trust
agreement.  Effective  January 1, 2002, we added a 401(k)  feature to our profit
sharing plan which allows the participants to make pre-tax  contributions to the
plan. The plan  modification  does not include a mandatory  Company matching but
does provide a three percent of salary safe harbor  contribution  by the Company
for qualifying  participants.  Under the profit sharing plan,  contributions  by
employees are not required as a condition of participation.  Each  participating
employer's  annual  contribution  is allocated  among the accounts of the active
plan   participants   employed  by  such  employer,   in  the  ratio  that  each
participant's  compensation  bears to the total compensation of all participants
of such  employer.  Compensation  is  defined  as the  total  amount  paid to an
employee  during the year,  including  bonuses,  commissions,  overtime pay, and
salary  reductions  under  the  flexible  spending  account  benefit  plan,  but
excluding reimbursed  expenses,  group insurance benefits and pension and profit
sharing  contributions.   However,  the  Internal  Revenue  Service  limits  the
compensation  amount used to calculate a  participant's  benefit to a maximum of
$200,000.  Additionally,  the annual  addition amount (which is the aggregate of
employer and employee  contributions)  that may be allocated to a participant is
limited to $40,000.

     The  profit   sharing   plan   provides   for   benefits  to  vest  (become
nonforfeitable)   in   graduated   percentages   for  the  first  six  years  of
participation,  with  benefits  being fully vested after seven years of credited
service except for amounts  contributed to an employee's  account under the safe
harbor provisions which are immediately fully vested.  Generally,  an employee's
benefit at normal retirement will be the contributions  allocated to his account
while a participant, increased by gains and decreased by losses from investments
of the trust,  and  increased by any  forfeitures  allocated to his account.  An
employee is always fully vested with respect to any voluntary  contributions  he
makes,  and death or disability of a participant  while employed by us or one of
our  participating  subsidiary  banks  results in  immediate  full  vesting with
respect to employer  contributions.  If a participant  terminates employment for
any other reason, the total amount of his employee  contribution account and the
vested portion of his employer contribution account are distributed to him.

Pension Plan

     The pension plan requires  annual  contributions  sufficient to provide the
pension  benefits  accruing  to  employees  under the pension  plan.  The annual
benefit  for a  participant  in the  pension  plan  who  retires  on his  normal
retirement  date is the accrued  benefit  (as  defined in the  pension  plan) at
December 31, 1988,  plus 1.25% of average  compensation  multiplied  by years of
service from January 1, 1989. "Average compensation" is the average compensation
during  the  10  years   immediately   preceding  the  date  of   determination.
Compensation  means  the  total  amount  paid to an  employee  during  the  year
including  bonuses,  commissions,  and overtime  pay, but  excluding  reimbursed
expenses, group insurance benefits and pension and profit sharing contributions.
There are  provisions  in the pension  plan for early  retirement  with  reduced
benefits.  There is no vesting of benefits until a participant  has five or more
years of credited  service or upon  reaching  age 65 without  regard to credited
service.


                                      -6-


<PAGE>


     The pension  plan is subject to the  minimum  funding  requirements  of the
Employee  Retirement Income Security Act of 1974, or ERISA. Our contributions to
the pension plan,  including those of our  participating  subsidiary banks, have
been $589,238 in 1998; $621,030 in 1999; $754,416 in 2000; $742,923 in 2001; and
$726,989 in 2002.

     The following table  illustrates  estimated  retirement  benefits under the
pension  plan for  persons  in  specified  remuneration  and  years  of  service
categories,  which benefits are payable  annually for life (but in no event less
than 10 years).  The  benefits  listed in the table below are not subject to any
deduction  for social  security  or other  offset  amounts.  This table does not
reflect any benefit that a participant may have accrued at December 31, 1988.

                               PENSION PLAN TABLE

<TABLE>
<CAPTION>

                                                                             Years of Service
                                                         ----------------------------------------------------------
 Remuneration                                               15          20          25          30          35
 ------------
                                                         ----------  ----------  ----------  ----------  ----------
 <S>                                                     <C>         <C>         <C>         <C>         <C>
 $   25,000                                              $   4,688   $   6,250   $   7,813   $   9,375   $  10,938
     50,000                                                  9,375      12,500      15,625      18,750      21,875
     75,000                                                 14,063      18,750      23,438      28,125      32,813
    100,000                                                 18,750      25,000      31,250      37,500      43,750
    125,000                                                 23,438      31,250      39,063      46,875      54,688
    150,000                                                 28,125      37,500      46,875      56,250      65,625
    175,000                                                 32,813      43,750      54,688      65,625      76,563
    200,000                                                 37,500      50,000      62,500      75,000      87,500

</TABLE>

     As of December 31, 2002,  under the pension  plan,  Mr. Murphy was credited
with 32 years of service,  Mr. Dueser was credited with 26 years of service, Mr.
Smith was credited with 33 years of service, and Mr. Harvey was credited with 12
years of service.  The covered compensation of each of these persons during 2002
was  $200,000;  $200,000;  $159,270;  and  $174,000,  respectively.  The maximum
covered compensation is $200,000.

Flexible Spending Account Benefit Plan

     With our subsidiary  banks,  we have a flexible  spending  account  benefit
plan. An employee is eligible to become a participant  in this plan on the first
day of the month  following  completion  of two months of service.  The flexible
spending  account benefit plan allows each  participant to redirect a portion of
his/her  salary,  before taxes,  to pay certain  medical  and/or  dependent care
expenses.

Deferred Compensation Agreement

     In  1992,  your  board  of  directors  approved  a  deferred   compensation
agreement, which was amended in 1995, between Mr. Murphy and us. We entered into
this agreement in recognition of Mr. Murphy's contribution to our success and as
an  inducement  to him to  remain,  subject to the  discretion  of your board of
directors, in our employ. This agreement provides that, following his retirement
in December  2002,  we will pay him, or his  beneficiary,  the sum of $8,750 per
month for a period of 84  months.  The  monthly  amount is  considered  to be an
appropriate  level of  supplemental  income to  partially  offset  Mr.  Murphy's
reduction in personal income following retirement and is based on an analysis of
the difference in projected final year compensation and retirement compensation.
Effective January 1, 2003, Mr. Murphy began receiving monthly payments of $8,750
as provided under the terms of this agreement.

Executive Recognition Plan

     In April 1996, our outside  directors,  who  constituted a majority of your
board of directors,  unanimously  approved an executive  recognition  plan. This
plan  enables  us,  upon  approval of the  outside  directors  of the  executive
committee  of the  board  of  directors,  which  functions  as the  compensation
committee, to offer our key executive officers and those of our subsidiary banks
an executive recognition agreement.  Mr. Dueser, Mr. Hildebrand and other senior
officers of the Company and certain of our  subsidiary  banks have  entered into
executive  recognition  agreements with us. Each executive recognition agreement
provides  severance  benefits for each  executive  officer if,  within two years
following  a  change  in  control  (as  defined  in  the  executive  recognition
agreements),  his employment  with us or our subsidiary bank is terminated by us
or the  subsidiary  bank for any reason  other than for cause (as defined in the
executive  recognition  agreements)  (except for terminations as a result of the


                                      -7-


<PAGE>


officer's  death,  disability  or  retirement  (as such terms are defined in the
executive  recognition  agreements)) or by the executive officer for good reason
(as defined in the executive  recognition  agreements).  Such severance benefits
provide that the  executive  officer  will receive a payment  equal to a certain
percentage (as set forth in his executive  recognition  agreement) of his annual
base salary  immediately  preceding the date of  termination  and, for two years
following the date of termination,  the  continuation  of all medical,  life and
disability  benefit plans  covering the officer at no cost to the officer.  With
respect to Mr. Dueser and Mr.  Hildebrand,  the percentage of annual base salary
to be received upon a change in control  pursuant to his  executive  recognition
agreement is 200%. The total severance payment for the executive officer cannot,
however,  exceed  the  amount  that  would  cause  such  payment  to be deemed a
"parachute payment" under Section 280G of the Internal Revenue Code.

     Each executive recognition agreement has a term of two years. However, if a
change in control  occurs during the original term of the executive  recognition
agreements,  then the executive  recognition  agreements will continue in effect
for  an  additional  period  of two  years  following  the  change  in  control.
Similarly,  if a second change in control  occurs within two years from the date
of the first change in control, then the executive  recognition  agreements will
continue in effect for a period of two years from the date of the second  change
in control.

Stock Option Plan

     At the 2002 annual meeting of shareholders, our 2002 incentive stock option
plan was  approved  and  adopted.  The  purposes of the stock option plan are to
attract  and retain key  employees  and to  encourage  employee  performance  by
providing  them with a proprietary  interest in us through the granting of stock
options.  The maximum aggregate number of shares of our common stock that may be
issued  under  the 2002  incentive  stock  option  plan is  500,000  subject  to
adjustment  for stock  dividends  and similar  events.  The stock option plan is
administered  by our stock option  committee.  Only incentive  stock options (as
defined in the  Internal  Revenue  Code) may be granted  under the stock  option
plan.  Incentive  stock  options  granted  under  the stock  option  plan may be
exercised  solely  by the  grantee,  or in the  case of the  grantee's  death or
incapacity, by the grantee's executors, administrators, guardians or other legal
representatives and are not assignable or transferable by a grantee.  There were
no options granted during 2002 under the 2002 incentive stock option plan.

     Our 1992 incentive stock plan expired in 2002 and no additional options may
be granted  under this plan.  Options  totaling  114,280 are  exercisable  as of
December  31,  2002  under  the 1992  incentive  stock  option  plan and will be
exercisable  through 2012 under the terms of the plan.  There were 2,000 options
granted  subsidiary  bank officers  during 2002 under the 1992  incentive  stock
plan.

Securities Authorized for Issuance under Equity Compensation Plans

     The  following  table sets forth  certain  information,  as of December 31,
2002, with respect to all compensation plans previously approved by our security
holders,  as well as compensation plans not previously  approved by our security
holders.

<TABLE>
<CAPTION>

                                                                                           Number of Securities
                                                                                            Remaining Available
                                                                                            For Future Issuance
                                     Number of Securities                                      Under Equity
                                       To be Issued Upon           Weighted Average         Compensation Plans
                                          Exercise of              Exercise Price of       (Excluding Securities
                                     Outstanding Options,        Outstanding Options,          Reflected in
                                      Warrants and Rights         Warrants and Rights        Far Left Column)
                                     --------------------        --------------------      ---------------------
<S>                                         <C>                         <C>                       <C>
Equity compensation plans
     approved by security holders           114,280                     $22.47                    500,000
Equity compensation plans not
     approved by security holders                 -                          -                         -
                                            -------                                               -------
     Total                                  114,280                     $22.47                    500,000
                                            =======                                               =======

</TABLE>

Consulting Agreement

     Effective January 1, 2003, we entered into a consulting  agreement with Mr.
Murphy whereby Mr. Murphy will provide various services to us and our subsidiary
banks with respect to strategic planning and potential  acquisitions among other
things.  The  term of the  agreement  is one year and  compensation  payable  is
$14,583 per month.


                                      -8-


<PAGE>


Meetings of the Board of Directors

     Your board of directors has four  regularly  scheduled  meetings each year.
Each of the  directors  attended  at least 75% of the  meetings  of the board of
directors  and the  committees  of the board of directors on which such director
served.

Committees of the Board of Directors

     Your board of directors  has four  committees.  The  functions  and current
members of each committee are as follows:

     Executive  Committee.  The  executive  committee  acts  for  your  board of
directors between board meetings,  except to the extent limited by our bylaws or
Texas law. The current members are Messrs. Coalson,  Dueser,  McDaniel,  Murphy,
Parker and Ramsey.  The  executive  committee  also  functions  as a  nominating
committee  with  appropriate  recommendations  to the entire board of directors.
Messrs.  Coalson,   McDaniel  and  Ramsey  also  function  as  our  compensation
committee.  Mr. Parker ceased  participation on compensation  matters  effective
September 3, 2002. The executive committee met five times during 2002 and, among
other things,  considered and took action on matters relating to its capacity as
the  compensation  and  nominating  committee.  In its  capacity  as  nominating
committee,  the executive  committee  will consider  director  nominations  from
shareholders.  There are no  prescribed  procedures  that the  shareholder  must
follow to nominate a director.  We are in the  process of  reviewing  membership
requirements  of the executive  committee,  including its role on nominating and
compensation   matters,   as  it  relates  to  independence   issues  under  the
Sarbanes-Oxley  Act of 2002 and  proposed  listing  requirements  of The  Nasdaq
National Market.

     Audit Committee.  The audit committee  reviews the scope and results of the
annual audit by our independent auditors,  and receives and reviews internal and
external audit reports. Its members include Messrs. Coalson, Copeland,  McDaniel
and Miers.  We believe that each member of the audit  committee  is  independent
under The Nasdaq  National  Market  listing  standards.  During 2002,  the audit
committee met six times.

     Administrative  Committee  for the Profit  Sharing,  Pension  and  Flexible
Spending Account Benefit Plans.  This committee  administers our profit sharing,
pension and flexible  spending  account  benefit plans.  Current members include
Messrs. Canon, Matthews, Parker and Stephens. During 2002, the committee met two
times.

     Stock Option Committee.  The stock option committee  oversees our incentive
stock option plan for key employees.  Its current  members include Mrs. Stai and
Messrs.  Johnson,  Miers and Ramsey.  The stock option committee met one time in
2002.

Director Compensation

     Directors  who  are  our  executive   officers  or  employees   receive  no
compensation  as such for service as members of either the board of directors or
committees  thereof.  Directors who are not our officers receive $1,500 for each
board meeting  attended.  The directors who serve on committees  and who are not
our officers receive $1,000 for each committee meeting attended.

Compensation Committee Interlocks and Insider Participation

     No person who served as a member of the executive committee in its capacity
as the compensation  committee was, during 2002, an officer or employee of us or
any of our subsidiary  banks, or had any  relationship  requiring  disclosure in
this proxy  statement.  However,  committee  members Messrs.  Parker and Coalson
maintained  loans from subsidiary  banks during 2002. The loans were made in the
ordinary course of business, on substantially the same terms, including interest
rates  and  collateral,   as  those   prevailing  at  the  time  for  comparable
transactions  on an  arms-length  basis and did not involve more than the normal
risk of collectibility  or present other unfavorable  features to the subsidiary
bank.  None of our  executive  officers  served as a member of the  compensation
committee (or other board committee  performing  equivalent functions or, in the
absence of any such  committee,  the entire board of  directors)  or director of
another entity,  one of whose executive officers served as a member of our board
of directors of the Company.


                                      -9-


<PAGE>


                        REPORT OF THE EXECUTIVE COMMITTEE
                  IN ITS CAPACITY AS THE COMPENSATION COMMITTEE
                            ON EXECUTIVE COMPENSATION

     During 2002, the executive compensation program was administered by Messrs.
Coalson,  McDaniel,  Parker (who ceased  participation  in compensation  matters
effective  September 3, 2002) and Ramsey,  the outside  director  members of the
executive  committee acting in the capacity of the compensation  committee.  The
executive  compensation  program  consists  of a  base  salary,  profit  sharing
contributions,  and incentive stock options.  Mr. Dueser's  compensation program
includes a bonus plan which calls for Mr. Dueser to receive a cash bonus payable
on or before  each  February  1 that  equals  10% of the amount by which our net
earnings  for the year exceed a 10%  increase  over the prior year.  Mr.  Dueser
earned a bonus of  $45,423 in 2002  which was paid in  January  2003.  Effective
January 1, 2001, Mr. Dueser assumed Chief Executive Officer responsibilities and
Mr. Murphy retained the title of Chairman.  In setting Mr. Murphy's base salary,
the Compensation  Committee considered Mr. Murphy's scope of responsibilities as
Chairman and his planned role in the management  succession plan. In setting the
base salary of Mr. Dueser the Compensation Committee considered:

o        the scope of the Chief Executive Officer's responsibilities;

o        base salary compared to SNL Financial's compensation survey;

o        subjective evaluation of Mr. Dueser's contribution to the overall
         success of First Financial Bankshares; and

o        tenure with First Financial Bankshares.

     The annual base salaries for the  executive  officers and  subsidiary  bank
presidents  and senior  officers  are  adjusted  annually by the  committee  who
considers the following factors when approving annual base salaries:

o        attainment of planned goals and objectives;

o        scope of  responsibility  (asset size of subsidiary  bank and/or degree
         of influence on our  profitability and operations);

o        tenure with First Financial Bankshares;

o        evaluation input from subsidiary bank directors; and

o        relationship of base salary to the base salaries of other members of
         the executive officer group.

     Section  162(m) of the Internal  Revenue Code  generally  limits the annual
corporate tax deduction for compensation paid to the chief executive officer and
the  four  other  most  highly   compensated   executive   officers  unless  the
compensation  is  performance-based.  One condition to qualify  compensation  as
performance-based  is to  establish  the  amount  of the  award on an  objective
formula that precludes any discretion.  The compensation  committee continues to
review  the  impact  of  this  tax  provision  on our  incentive  plans  and has
determined  that  Section  162(m) is  currently  inapplicable  because  no named
executive officer receives compensation in excess of $1 million.

EXECUTIVE COMMITTEE IN ITS CAPACITY AS THE COMPENSATION COMMITTEE

Mac A. Coalson
Raymond A. McDaniel, Jr.
Jack D. Ramsey, M.D.


                                      -10-


<PAGE>


                          REPORT OF THE AUDIT COMMITTEE

     The Audit Committee  oversees our financial  reporting process on behalf of
your board of  directors.  Management  has the  primary  responsibility  for the
financial  statements and the reporting process including the system of internal
controls. In fulfilling its oversight responsibilities,  the Committee, which is
composed of independent  directors in compliance  with Rule 4200 of the National
Association of Securities Dealers' listing standards, reviewed and discussed the
audited financial statements in the Annual Report with management. The Committee
also discussed with management the quality,  not just the acceptability,  of the
accounting  principles,  the  reasonableness of significant  judgments,  and the
clarity of disclosures in the financial statements.

     The Committee reviewed with Ernst & Young LLP, our independent auditors for
2002, who were  responsible for expressing an opinion on the conformity of those
audited  financial  statements with generally  accepted  accounting  principles,
their judgments as to the quality, not just the acceptability, of our accounting
principles  and such other  matters as are  required  to be  discussed  with the
Committee  under  generally  accepted  auditing  standards.   In  addition,  the
Committee has discussed with the independent auditors the auditors' independence
from management and the Company, including the matters required by the Statement
on Auditing Standards No. 61,  Communication with Audit Committees,  as amended,
and  the  matters  in the  written  disclosures  required  by  the  Independence
Standards Board, and considered the compatibility of non-audit services with the
auditors' independence. The Audit Committee has received the written disclosures
and the letter from our independent auditors required by Independence  Standards
Board Standard No. 1 concerning the independence of the independent auditors.

     The Committee discussed with our independent auditors the overall scope and
plans for their audit. The Committee meets with the independent  auditors,  with
and without management  present,  to discuss the results of their  examinations,
their  evaluations  of our  internal  controls,  and the overall  quality of our
financial  reporting.  The  Committee  held six  meetings  during the year ended
December 31, 2002.

     The Committee has relied, without independent verification, on management's
representation  that the financial  statements have been prepared with integrity
and objectivity and in conformity with generally accepted accounting principles.
The  Committee's  oversight  does not  provide it with an  independent  basis to
determine that  management  has in fact  maintained  appropriate  accounting and
financial  reporting  principles  or  policies.   Furthermore,  the  Committee's
considerations  and discussions with management and the independent  auditors do
not ensure that our Company's  financial  statements are presented in accordance
with generally accepted accounting  principles,  that the audit of the Company's
financial  statements has been carried out in accordance with generally accepted
auditing  standards or that our Company's  independent  accountants  are in fact
independent.

     In reliance on the reviews  and  discussions  referred to above,  the Audit
Committee  recommended to the executive committee of the board of directors that
the audited  financial  statements be included in the annual report on Form 10-K
for the year ended  December  31,  2002,  for  filing  with the  Securities  and
Exchange Commission.  Acting on behalf of the board of directors,  the executive
committee approved the Audit Committee's recommendation. Your board of directors
has adopted a charter for the Audit  Committee,  a copy of which was filed as an
exhibit to our definitive proxy statement filed with the Securities and Exchange
Commission on March 27, 2001. The audit committee and your board of directors is
in the  process  of  reviewing  this  charter  in order to comply  with  changes
mandated by the Sarbanes-Oxley Act of 2002 and proposed listing  requirements of
The Nasdaq National Market.

                                                    AUDIT COMMITTEE


                                                    Mac A. Coalson
                                                    David Copeland
                                                    Raymond A. McDaniel, Jr.
                                                    Bynum Miers


                                      -11-


<PAGE>


PERFORMANCE GRAPH

     The following  performance  graph  compares  cumulative  total  shareholder
return for our common stock, the S&P 500 Index,  and the SNL Banks Index,  which
is a banking  index  prepared by SNL Financial and is comprised of banks with $1
billion to $5 billion in total assets, for a five-year period (December 31, 1997
to December 31, 2002). The performance graph assumes $100 invested in our common
stock at its closing  price on  December  31,  1997,  and in each of the S&P 500
Index and the SNL Banks  Index on the same  date.  The  performance  graph  also
assumes the  reinvestment of all dividends.  The dates on the performance  graph
represent the last trading day of each year indicated.  The amounts noted on the
performance  graph have been  adjusted  to give  effect to all stock  splits and
stock dividends.

                           Corporate Performance Chart

                                [OBJECT OMITTED]

<TABLE>
<CAPTION>

                                                                        Period Ending
                                             ------------------------------------------------------------------
Index                                        12/31/97   12/31/98    12/31/99   12/31/00    12/31/01   12/31/02
---------------------------------------------------------------------------------------------------------------
<S>                                            <C>         <C>         <C>        <C>        <C>        <C>
First Financial Bankshares, Inc.               100.00      92.36       84.08      89.86      111.98     146.62
S&P 500                                        100.00     128.55      155.60     141.42      124.63      96.95
SNL $1B-$5B Bank Index                         100.00      99.77       91.69     104.05      126.42     145.94

</TABLE>


                                      -12-


<PAGE>


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     As of February 11,  2003,  we were not aware of any person  (including  any
"group" as that term is used in Section 13(d)(3) of the Securities  Exchange Act
of 1934)  who is the  beneficial  owner  of more  than 5% of our  common  stock.
However, as of February 1, 2003, First National Bank of Abilene,  First National
Bank,  Sweetwater,  Stephenville  Bank & Trust Co., and San Angelo National Bank
held of record in various fiduciary  capacities an aggregate of 2,179,525 shares
of our common  stock.  Of the total  shares  held:  (i) First  National  Bank of
Abilene had sole power to vote 1,381,331 shares (11.17%), shared with others the
power to vote 34,675 shares  (.28%) and had no authority to vote 561,130  shares
(4.54%);  (ii) First National Bank,  Sweetwater,  had sole power to vote 146,787
shares (1.19%), shared with others the power to vote 1,326 shares (.01%), and no
authority to vote 41,759 (.34%);  (iii)  Stephenville  Bank & Trust Co. had sole
authority to vote 1,250 (.01%) no authority to vote its 1,267  (.01%);  and (iv)
San Angelo National Bank had no authority to vote 10,000 shares (.08%).  All the
shares  held by each  subsidiary  bank,  which  are  registered  in its  name as
fiduciary or in the name of its nominee,  are owned by many different  accounts,
each of which is governed by a separate instrument that sets forth the powers of
the fiduciary with regard to the securities held in such accounts.  The board of
directors  historically  has not attempted to, and does not intend to attempt to
in the future, exercise any power to vote such shares. See "Proposal 1--Election
of Directors--Nominees"  and "--Executive Officers" for information with respect
to the  beneficial  ownership of our common stock by each  director  nominee and
named executive officers as of February 11, 2003. In the aggregate, all director
nominees and executive  officers as a group (17 individuals)  beneficially owned
1,477,199 shares of our common stock, or 11.95%, as of February 11, 2003.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires our directors and officers,  and
persons who own more than 10% of our common stock,  to file with the  Securities
and  Exchange  Commission  initial  reports of our common  stock  ownership  and
reports of changes in such  ownership.  A  reporting  person must file a Form 3,
Initial  Statement of Beneficial  Ownership of Securities,  within 10 days after
such person becomes a reporting  person.  A reporting person must file a Form 4,
Statement of Changes of Beneficial Ownership of Securities,  within two business
days after such person's beneficial ownership of securities changes,  except for
certain  changes exempt from the reporting  requirements  of Form 4. Such exempt
changes include stock options  granted under a plan qualifying  pursuant to Rule
16b-3  under the  Exchange  Act. A  reporting  person must file a Form 5, Annual
Statement of Beneficial Ownership of Securities, within 45 days after the end of
the issuer's fiscal year to report any changes in ownership during such year not
reported on a Form 4, including  changes exempt from the reporting  requirements
of Form 4.

     The  Securities  and  Exchange  Commission's  rules  require our  reporting
persons to furnish us with copies of all Section  16(a)  reports that they file.
Based  solely upon a review of the copies of such  reports  furnished  to us, we
believe that the reporting  persons have complied  with all  applicable  Section
16(a) filing requirements for 2002 on a timely basis. Mr. Copeland and Mr. Miers
filed Form 4s during March 2003 to amend  previously  filed  reports.


                             INDEPENDENT ACCOUNTANTS

General

     We retained Ernst & Young LLP to serve as our independent auditors for 2002
effective May 16, 2002.  Arthur Andersen LLP served as our independent  auditors
for 2001 and 2000. The decision not to renew the  engagement of Arthur  Andersen
was effective  March 25, 2002,  and was made by the  executive  committee of our
board of directors, acting on behalf of the board of directors and following the
recommendation of our audit committee.  Our audit committee has recommended that
Ernst & Young be  retained  for the 2003 audit and our board of  directors  will
take action on this recommendation at its next meeting.

     During the years ended  December  31, 2001 and 2000 and the interim  period
through  March 25,  2002,  there  were no  disagreements  between  us and Arthur
Andersen  on  any  matter  of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved  to Arthur  Andersen's  satisfaction  would  have  caused  them to make
reference to the subject  matter of the  disagreement  in connection  with their
reports.


                                      -13-


<PAGE>


     None  of  the  reportable  events  described  under  Item  304(a)(1)(v)  of
Regulation  S-K  occurred  within  the two  most  recent  fiscal  years  and the
subsequent  interim  period  through March 15, 2003. The audit reports of Arthur
Andersen on our consolidated  financial  statements for the years ended December
31, 2001 and 2000, did not contain any adverse opinion or disclaimer of opinion,
nor  were  they  qualified  or  modified  as to  uncertainty,  audit  scope,  or
accounting principles.  We provided Arthur Andersen with a copy of the foregoing
disclosure,  and a copy of their  letter  stating  their  agreement  with  these
statements was filed as an exhibit to our Form 8-K dated March 25, 2002.

Audit Fees

     For the 2002 audit  services  performed  by Ernst & Young  LLP,  audit fees
totaled  $175,000,  which included  quarterly review services and procedures and
reporting for the FDIC Improvement Act.

All Other Fees

     Fees paid to Ernst & Young for other non-audit services during 2002 totaled
$2,375.  Our audit  committee has determined  that these fees did not compromise
Ernst & Young's  independence.  We paid Ernst & Young no fees for  designing  or
implementing financial information systems during 2002.

     Representatives  of Ernst & Young are  expected to be present at the annual
meeting.  These  representatives  will  be  given  the  opportunity  to  make  a
statement, if they desire to do so, and to respond to appropriate questions.

                        INTEREST IN CERTAIN TRANSACTIONS

     As has been true in the past,  some of our officers and directors,  members
of their families,  and other businesses with which they are affiliated,  are or
have been customers of one or more of our subsidiary  banks. As customers,  they
have entered into  transactions  in the  ordinary  course of business  with such
banks, including borrowings,  all of which were on substantially the same terms,
including  interest rates and  collateral,  as those  prevailing at the time for
comparable  transactions on an arms-length basis and did not involve more than a
normal risk of collectibility  or present any other unfavorable  features to the
subsidiary  banks involved.  None of the  transactions  involving our subsidiary
banks and our officers and directors, or other businesses with which they may be
affiliated,   have  been  classified  or  disclosed  as  nonaccrual,  past  due,
restructured or potential problems.

                           INCORPORATION BY REFERENCE

     With  respect  to any  future  filings  with the  Securities  and  Exchange
Commission into which this proxy  statement is  incorporated  by reference,  the
material   under  the  headings   "Executive   Committee   Report  on  Executive
Compensation," "Report of the Audit Committee" and "Performance Graph" shall not
be incorporated into such future filings.


                                      -14-


<PAGE>


                           FORWARD-LOOKING STATEMENTS

     This proxy statement contains certain forward-looking statements within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange Act of 1934. When used in this proxy statement,  words such
as  "anticipate,"   "believe,"   "estimate,"   "expect,"  "intend,"   "predict,"
"project,"  and similar  expressions,  as they  relate to us or our  management,
identify forward-looking statements.  These forward-looking statements are based
on  information  currently  available to our  management.  Actual  results could
differ materially from those contemplated by the forward-looking statements as a
result of  certain  factors,  including  but not  limited  to  general  economic
conditions,  actions  taken  by  the  Federal  Reserve  Board,  legislative  and
regulatory  actions and reforms,  competition from other financial  institutions
and financial holding companies,  fluctuation in interest rates,  changes in the
demand for loans,  fluctuations  in value of  collateral  and loan  reserves and
other  factors  described  in "PART  II,  Item 7-  Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations" in our Form 10-K for
the year ended December 31, 2002. Such  statements  reflect the current views of
our management  with respect to future events and are subject to these and other
risks,  uncertainties  and assumptions  relating to our  operations,  results of
operations,  growth  strategy and  liquidity.  All  subsequent  written and oral
forward-looking  statements  attributable  to us or persons acting on our behalf
are expressly qualified in their entirety by this paragraph.



              SHAREHOLDER PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING

     To be considered  for inclusion in our proxy  statement for the 2004 annual
meeting,  shareholder  proposals  must be  received at our  principal  executive
offices no later than December 1, 2003. Under Rule 14a-4(c)(1) of the Securities
Exchange Act of 1934, if any  shareholder  proposal  intended to be presented at
the 2004  annual  meeting  without  inclusion  in our proxy  statement  for this
meeting is received at our principal  executive offices after February 14, 2004,
then a proxy will have the ability to confer discretionary  authority to vote on
this proposal.

                                     By Order of the Board of Directors,



                                     KENNETH T. MURPHY, Chairman

March 27, 2003


                                      -15-

</TEXT>
</DOCUMENT>
