UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 11-K

For the fiscal year ended December 31, 2004

OR

For the transition period from                      to                     

Commission file number 033-19694

A. Full title of the plan and the address of the plan, if different from that of the issue named below:

FIRSTCITY FINANCIAL CORPORATION

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

FIRSTCITY FINANCIAL CORPORATION

6400 IMPERIAL DRIVE
WACO, TX 76712

FIRSTCITY FINANCIAL CORPORATION EMPLOYEES’ PROFIT SHARING AND RETIREMENT PLAN

Table of Contents

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES:

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan

FINANCIAL STATEMENTS
AND SUPPLEMENTAL INFORMATION

DECEMBER 31, 2004 AND 2003
(With Report of Independent Registered Public Accounting Firm Thereon)

1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Plan Administrator
FirstCity Financial Corporation Employees’
       Profit Sharing and Retirement Plan

     We have audited the accompanying statements of net assets available for benefits of FirstCity Financial Corporation Employees’ Profit Sharing and Retirement Plan as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of FirstCity Financial Corporation Employees’ Profit Sharing and Retirement Plan as of December 31, 2004 and 2003, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

July 14, 2005

2

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2004 AND 2003

See accompanying notes to financial statements.

3

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2004 AND 2003

See accompanying notes to financial statements.

4

FIRSTCITY FINANCIAL CORPORATION

1.		DESCRIPTION OF THE PLAN
		The following description of the FirstCity Financial Corporation (the Company) Employees’ Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
		General

The Plan is a defined contribution plan covering all employees of FirstCity Financial Corporation and its related entities, FirstCity Servicing Corporation, FirstCity Servicing Corporation of California, FirstCity Capital Corporation, and FirstCity Consumer Lending Corporation. An eligible employee must have at least six months of service and have attained the age of 21, excluding union employees. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions

Participants may elect to have the employer make salary reductions to contribute to the Plan. The Company may make a discretionary matching contribution equal to a percentage of the participant’s deferred contribution. Contributions are subject to certain limitations. Participants can direct contributions into 14 different investment funds. Effective March 1, 2004, participants may not make contributions to the Wells Fargo Collective FirstCity Financial Corporation Company Stock Fund.

Participant Accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings and charged with an allocation of administrative expenses. Effective January 1, 2003, forfeited balances of terminated participants’ nonvested accounts are used to reduce employer contributions and administrative expense. Any remaining forfeitures are applied to participant accounts. Prior to January 1, 2003, forfeited balances of terminated participants’ nonvested accounts were distributed to the remaining eligible employees. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are immediately vested in their salary reduction contributions plus actual earnings thereon. Employer contributions are 20% vested to the participant after two full years of service, 20% for each additional year of service and fully vested after six years. Full vesting in employer contributions also occurs upon death, total disability, or retirement at or after age 65.

Participant Loans

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. The loans are secured by the balance in the participant’s account and bear interest at rates that range from 4% to 9.5%, which are commensurate with local prevailing rates as determined quarterly by the Plan Administrator. Principal and interest are paid ratably through monthly payroll deductions.

5

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan

NOTES TO FINANCIAL STATEMENTS – continued

Payment of Benefits

On termination of service, a participant may elect to receive either a lump sum amount equal to the value of his or her account or various installment options over extended periods of time.

Expenses

The expenses of maintaining the Plan are satisfied directly out of the Plan’s assets or by the Company, except for certain transaction charges which are paid by the participants involved.

2.		SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
		Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value as determined by quoted market prices. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Payment of Benefits

Benefits are recorded when paid.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.

3.		INVESTMENTS
		The following table presents the fair values of investments, all of which are participant directed, at December 31, 2004 and 2003. Investments that represent five percent or more of the Plan’s net assets are separately identified.

6

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan

NOTES TO FINANCIAL STATEMENTS – continued

		During 2004 and 2003, the Plan’s investments (including investments bought, sold and held during the year) appreciated in value $756,071, and $1,152,294, respectively.
4.		TAX STATUS
		Subsequent to year-end, the Internal Revenue Service has determined and informed the Plan by a letter dated April 12, 2004, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
5.		PLAN TERMINATION
		Although it has not expressed any intention to do so, the Company has a right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

7

SUPPLEMENTAL INFORMATION

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan

Employer Identification Number: 76-0243729
Plan Number: 001

(continued)

8

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan
SCHEDULE H - ITEM 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
    AS OF DECEMBER 31, 2004
(Continued)

Employer Identification Number: 76-0243729
Plan Number: 001

9

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan

FINANCIAL STATEMENTS
AND SUPPLEMENTAL INFORMATION

DECEMBER 31, 2003 AND 2002
(With Report of Independent Registered Public Accounting Firm Thereon)

10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Plan Administrator
FirstCity Financial Corporation Employees’
    Profit Sharing and Retirement Plan

     We have audited the accompanying statements of net assets available for benefits of FirstCity Financial Corporation Employees’ Profit Sharing and Retirement Plan as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of FirstCity Financial Corporation Employees’ Profit Sharing and Retirement Plan as of December 31, 2003 and 2002, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

July 14, 2005

11

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2003 AND 2002

See accompanying notes to financial statements.

12

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2003 AND 2002

See accompanying notes to financial statements.

13

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002

1.		DESCRIPTION OF THE PLAN
		The following description of the FirstCity Financial Corporation (the Company) Employees’ Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
		General

The Plan is a defined contribution plan covering all employees of FirstCity Financial Corporation and its related entities, FirstCity Servicing Corporation, FirstCity Servicing Corporation of California, FirstCity Capital Corporation, and FirstCity Consumer Lending Corporation. Effective January 1, 2003, the Plan covers all employees of FirstCity Financial Corporation and its related entities, FirstCity Servicing Corporation, FirstCity Servicing Corporation of Minnesota, and FirstCity Consumer Lending Corporation. An eligible employee must have at least six months of service and have attained the age of 21, excluding union employees. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions

Participants may elect to have the employer make salary reductions to contribute to the Plan. The Company may make a discretionary matching contribution equal to a percentage of the participant’s deferred contribution. Contributions are subject to certain limitations. Participants can direct contributions into 22 different investment funds in addition to the Company’s stock.

Participant Accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and (b) Plan earnings and charged with an allocation of administrative expenses. Effective January 1, 2003, forfeited balances of terminated participants’ nonvested accounts are used to reduce employer contributions and administrative expense. Any remaining forfeitures are applied to participant accounts. Prior to January 1, 2003, forfeited balances of terminated participants’ nonvested accounts were distributed to the remaining eligible employees. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are immediately vested in their salary reduction contributions plus actual earnings thereon. Employer contributions are 20% vested to the participant after two full years of service, 20% for each additional year of service and fully vested after six years. Full vesting in employer contributions also occurs upon death, total disability, or retirement at or after age 65.

Participant Loans

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. The loans are secured by the balance in the participant’s account and bear interest at rates that range from 4% to 9.5%, which are commensurate with local prevailing rates as determined quarterly by the Plan Administrator. Principal and interest are paid ratably through monthly payroll deductions.

14

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan

NOTES TO FINANCIAL STATEMENTS – continued

Payment of Benefits

On termination of service, a participant may elect to receive either a lump sum amount equal to the value of his or her account or various installment options over extended periods of time.

Expenses

The expenses of maintaining the Plan are satisfied directly out of the Plan’s assets or by the Company, except for certain transaction charges which are paid by the participants involved.

2.		SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
		Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value as determined by quoted market prices. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Payment of Benefits

Benefits are recorded when paid.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.

3.		INVESTMENTS
		The following table presents the fair values of investments, all of which are participant directed, at December 31, 2003 and 2002. Investments that represent five percent or more of the Plan’s net assets are separately identified.

15

FIRSTCITY FINANCIAL CORPORATION
Employees’ Profit Sharing and Retirement Plan

NOTES TO FINANCIAL STATEMENTS – continued