Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On March 26, 2009, First Financial Corporation (the "Registrant") received a letter from the NASDAQ Listing Qualifications Department ("NASDAQ") informing it that solely as a result of a single real estate transaction with one of its "independent" directors, that director would no longer be considered an "independent" director as defined by the NASDAQ Marketplace Rules. Consequently, the composition of the Registrant's Board of Directors no longer complies with the NASDAQ Marketplace Rule 4350, which requires that a majority of the board of directors be comprised of independent directors as defined in the NASDAQ Marketplace Rule 4200. The Board of Directors of the Registrant is now considered to be comprised of five "independent" directors and five directors that are not considered "independent" under the NASDAQ Marketplace Rule 4200. In the letter, NASDAQ requested that the Registrant provide a specific plan and timetable to achieve compliance with the NASDAQ Marketplace Rules on or before April 10, 2009. The Registrant is exploring its alternatives and will comply with this request.
In accordance with NASDAQ Marketplace Rule 4803(a), on March 31, 2009 the Registrant issued a press release disclosing the receipt of the deficiency letter from the NASDAQ. A copy of the press release is attached as Exhibit 99.1 to this report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.

(a) - (c) Not applicable.

(d) Exhibits

99.1 Press Release dated March 31, 2009

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