SecProbe.io

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      November 23, 2005

Mail Stop 4561

By U.S. Mail and facsimile to (770) 474-8947

David H. Gill
President and Chief Executive Officer
Henry County Bancshares, Inc.
4806 N. Henry Boulevard
Stockbridge, GA  30281

	Re:	Henry County Bancshares, Inc.
		Form 10-K for the year ended December 31, 2004
		Schedule 14A filed March 16, 2005
      File No. 0-49789

Dear Mr. Gill:

      We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you revise your future
filings, beginning with your next Form 10-K, in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanations.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule 14A

General

1. Please refer to Item 601 of Regulation S-K and revise future
filings to provide your annual report contained in the definitive
proxy statement as Exhibit 13 to your Form 10-K.

Financial Statements

Note 1 - Summary of Significant Accounting Policies

Loans Held for Sale, page 8

2. Please revise to disclose any recourse provisions related to
your
sold loan agreements and how you accountant for them.

Note 7 - Mortgage Banking Income, page 15

3. Considering that you disclose that held for sale loans are sold
with servicing released in Note 1, please revise to clarify how
you
derive revenues from the sale of mortgage servicing rights.  Your
revisions should clarify how you considered paragraph 61 of SFAS
140
in determining the appropriateness of your accounting.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please provide
us
with drafts of your intended revisions to expedite our review.
Please furnish a cover letter that keys your responses to our
comments.  Detailed cover letters greatly facilitate our review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Isa Farhat at (202) 551-3485 or me at (202)
551-3851 if you have questions regarding comments on the financial
statements and related matters.

      Sincerely,

						Paul Cline
						Senior Accountant

David H. Gill
Henry County Bancshares, Inc.
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