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CORRESP
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BARACK
FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG LLP

333
WEST WACKER DRIVE, SUITE 2700

CHICAGO,
ILLINOIS  60606

  Sarah M. Bernstein

  (312) 984-3226

  Telephone (312)
  984-3100

  Voice Mail Ext. 4226

  Facsimile (312)
  984-3220

  sarah.bernstein@bfkpn.com

September 16,
2005

VIA FACSIMILE AND OVERNIGHT COURIER

Securities and Exchange
Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop 3628

Washington, D.C.  20549

Attention:  Jeffrey B. Werbitt, Attorney Advisor

  RE:

  Iowa First Bancshares Corp.

  Schedule 13E-3

  Filed August 5, 2005

  File No. 5-80899

  Preliminary Proxy Statement on Schedule 14A

  Filed August 5, 2005

  File No. 2-89283

Ladies and Gentlemen:

Iowa First
Bancshares Corp. has today filed Amendment No. 1 to the Schedule 13E-3
and an amended Preliminary Proxy Statement on Schedule 14A.  These amendments set forth the responses to
the comments of the Staff contained in a letter, dated September 2, 2005,
relating to the above-referenced filings.

Two copies of
the amended filings, and two copies that are marked to show changes from the
filings made on August 5, 2005, are enclosed for your convenience.

Set forth
below are the comments of the Staff contained in the Staff’s letter and
immediately below each comment is the response with respect thereto.  Unless otherwise noted, the page numbers
in our responses refer to the page numbers in the clean copies of the
amended Preliminary Proxy Statement included with this letter.

Schedule 13E-3

Item 13.  Financial Statements, page 9

1.                                      We
note that subsection (a) of this disclosure attempts to incorporate
by reference financial information that is incorporated by reference in your Preliminary
Proxy Statement.  Please revise to
eliminate this “double incorporation.”  See
12b-23(b) of the Exchange Act.

1.                                       The
Schedule 13E-3 has been revised in accordance with your comments.  See page 11 of the Schedule 13E-3.

Schedule 14A

General

2.                                      Rule 14a-4(b)(1) requires
you to separately break out on the Proxy Card each matter to be voted on.  Separate matters may be cross-conditioned
upon one another, such that one will not pass unless the other does.  See the September 2004 interim
supplement to the Division of Corporation Finance’s Manual of Publicly
Available Telephone Interpretations, available on our Web site at
www.sec.gov.  In this regard, what
consideration was given to the need to unbundle the proposal to include two
separate proposals, one representing the reverse stock split and one
representing the forward stock split?
Your Preliminary Proxy Statement suggests that the reverse and forward
stock splits may be separate matters that should be presented separately on the
Proxy Card for shareholder vote.  Our
belief is based on the fact that you have attached two different amendments to
the company’s articles of incorporation, which appears to indicate that state
law and the company’s governing instruments dictate that both matters are
subject to a shareholder vote.  Please
revise to allow shareholders to separately vote on the reverse and forward
stock splits, or explain why, based on our telephone interpretation and the
reasoning articulated in this comment, separation is not required.

2.                                       The
Proxy Card and the Voting Instructions for the participants in our Employee
Stock Ownership Plan (with 401(k) provisions) have been revised to allow
shareholders and plan participants to separately vote on the reverse and
forward stock splits.  In addition, the
Letter to Plan Participants and the Preliminary Proxy Statement has been
revised to explain that neither amendment will be implemented unless both are
approved.  See the Proxy Card, the Voting
Instructions, the Letter to Plan Participants and pages 1, 2, 10 and 55 of
the Preliminary Proxy Statement.

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3.                                      Please
provide a pro forma beneficial ownership table to disclose the beneficial
owners of 5% or more of each class of Iowa First’s voting securities after the
amendment to its articles of incorporation.

3.                                       The
Preliminary Proxy Statement has been revised to include a pro forma beneficial
ownership table for 5% shareholders in the Summary Term Sheet.  The existing beneficial ownership table in
the Preliminary Proxy Statement has also been revised to include the pro forma
beneficial ownership of the officers, directors and 5% shareholders after the
split transaction.  See pages 8 and
62 of the Preliminary Proxy Statement.

4.                                      Please
revise to clarify that the Preliminary Proxy Statement and the form of proxy
are preliminary copies.  See Rule 14a-6(e)(1).

4.                                       The
Proxy Card and the Preliminary Proxy Statement have been revised in accordance
with your comments.  See the Proxy Card,
the letter to shareholders and page 1 of the Preliminary Proxy Statement.

Summary
Term Sheet, page 1

Fairness of
the Split Transaction; Board Recommendation, page 3

5.                                      In
the interest of balanced disclosure, please revise to also summarize the
countervailing factors as they apply to the board’s recommendation as to the
fairness of the transaction to the unaffiliated security holders that will be
cashed out and those that will remain.
For example, we note the discussion of these countervailing factors on page 26.

5.                                       The
Preliminary Proxy Statement has been revised in accordance with your comments.  See page 5 of the Preliminary Proxy
Statement.

6.                                      You
disclose that your board is “primarily” comprised of independent
directors.  Please revise to specifically
disclose the number of independent directors on your board, as well as the
number of total directors.  Also,
disclose the criteria upon which you are judging independence.

6.                                       The
Preliminary Proxy Statement has been revised in accordance with your comments.  See pages 4 and 28 of the Preliminary
Proxy Statement.

7.                                      You
disclose here and throughout the Preliminary Proxy Statement that a security
holder may determine whether or not to remain a security holder after the split
transaction by acquiring sufficient shares so that they hold at least 1,000
shares immediately prior to the split transaction or selling sufficient shares
so that they hold less than 1,000 shares immediately prior to the split
transaction is a positive factor in support of the fairness of

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the transaction.  However, unaffiliated security holders who
elect to do so will hold a very small percentage of the company controlled by
others with no public market through which to liquidate their shares, and no
guarantee of any future dividends.
Accordingly, explain how the board viewed the opportunity to purchase
shares in the open market as a factor that favored the fairness of this
transaction to unaffiliated security holders.
Further, explain how this supports your determination as to fairness in
light of the current lack of liquidity and infrequent trading of your common
stock.  In this regard, you should
explain any difficulty that security holders may have in trying to acquire or
dispose of common stock prior to the split transaction.

7.                                       The
Preliminary Proxy Statement has been revised in accordance with your
comments.  See pages 4 and 28 of the
Preliminary Proxy Statement.

Purpose and
Structure of the Split Transaction, page 5

8.                                      We
note that the board will have the discretion to determine if and when to effect
the split transaction, and reserves the right to abandon the transaction even
if it is approved by the shareholders.
Please briefly discuss the circumstances under which the board may
decide to abandon the transaction.

8.                                       The
Preliminary Proxy Statement has been revised in accordance with your comments.  See pages 6 and 55 of the Preliminary
Proxy Statement.

9.                                      We
refer you to the discussion regarding the treatment of shares held in “street
name.”  You indicate that security
holders should talk to their broker, nominee or agent to determine how they
expect the reclassification transaction to affect them.  Explain whether a security holder may convert
their shares so that they hold them of record rather than in street or may purchase
additional shares, dispose of shares or change their ownership structure to be
certain they either get cashed out or remain a security holder of Iowa First.

9.                                       The
Preliminary Proxy Statement has been revised in accordance with your comments.  See pages 6 through 7 of the Preliminary
Proxy Statement.

Effects of the
Split Transaction, page 5

10.                               We
note on page 6 that you disclose that the directors and executive officers
have interests in this transaction.
Please revise to briefly disclose the “interests” that your officers and
directors have in this transaction.
Also, confirm that the compensation to be received by your officers and
directors will not increase as a result of this transaction and that there will
not be any material alterations to the existing executive agreements that will
be favorable to your executive officers as a result of this transaction.  To the extent that there are material
differences between the interests of your officers and

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directors and the unaffiliated security
holders in this transaction, prominently provide a summary of the interests and
potential conflicts of interests of affiliates under a separate heading in your
“Summary Term Sheet.”

10.                                 The
Preliminary Proxy Statement has been revised in accordance with your
comments.  See pages 8 through 9, 43
and 47 through 48 of the Preliminary Proxy Statement.

11.                                 We
note that your directors and executive officers will own a greater percentage
of common stock on a post-split basis.
Please disclose the increase.

11.                                 The
Preliminary Proxy Statement has been revised in accordance with your
comments.  See pages 7, 8, 42, 43
and 62 of the Preliminary Proxy Statement.

Financing of
the Split Transaction, page 7

12.                                 You
disclose that you intend to borrow funds and that you are discussing terms with
various potential lenders.  Please
disclose, under this subheading, the total amount of funds or other
consideration to be used in this transaction.
Also, update the disclosure regarding your discussions with various potential
lenders.  To the extent known, disclose
the information required by Item 1007 of Regulation M-A.  Further, you should briefly address the
consequences as they relate to this transaction if Iowa First is unable to
borrow the necessary funds.

12.                                 The
Preliminary Proxy Statement has been revised in accordance with your
comments.  See pages 9 and 48 of the
Preliminary Proxy Statement.

Vote Required
for Approval, page 8

13.                                 Disclose
the treatment of broker non-votes for purposes of counting the votes and
determining whether a quorum is present.
Refer to Item 21(b) of Schedule 14A.

13.                                 The
Preliminary Proxy Statement has been revised in accordance with your comments.  See pages 10 and 56 of the Preliminary
Proxy Statement.

5

Questions and
Answers about the Split Transaction, page 10

14.                                 It
appears that your Questions and Answers section repeats a great deal of
information from the Summary Term Sheet.
Please revise to eliminate unnecessary repetition.  In particular, we suggest you limit the
Questions and Answers section to procedural matters relating to the
meeting.

14.                                 The
Preliminary Proxy Statement has been revised in accordance with your
comments.  See pages 12 through 13
of the Preliminary Proxy Statement.

Can I change
my vote after I have mailed my Proxy Card?  page 10

15.                               Briefly
describe how a shareholder may revoke a proxy.

15.                                 The
Preliminary Proxy Statement has been revised in accordance with your
comments.  See pages 11, 12 through
13 and 56 through 57 of the Preliminary Proxy Statement.

Special factors, p. 11

Overview of
the Split Transaction, page 14

16.                               We
note your disclosure that your shares will continue to be traded on the
OTCBB.  In view of the fact that you will
no longer have a registered class of securities, advise of the basis of your
belief that you will be able to continue to have your common stock traded on
the OTCBB.

16.                                 Section 6530a.4
of the OTCBB rules provides an exception for banks or savings associations
that are not registered with the SEC but are current with all required filings
with the applicable federal banking agency or state bank supervisor.  We have confirmed with representatives of the
OTCBB on a number of occasions that this exception is applicable to bank
holding companies such as Iowa First.
Iowa First will continue to make its required filings with the Federal
Reserve following the split transaction and will provide copies of those
filings to the OTCBB.

6

Background of
the Split Transaction, page 15

17.                               You
disclose that the board met on December 16, 2004 and then in March of
2005.  Expand to discuss any actions
taken by the company, including management, regarding the transaction during
the period between board meetings.
Provide similar disclosure for the time period between March of
2005 and July 18, 2005.

17.                                 The
Preliminary Proxy Statement has been revised to include disclosure regarding
the activities of management between the December 2004 and March 2005
board meetings.  As reflected in the
Preliminary Proxy Statement, no activities concerning the transaction were
conducted during this time.  See pages 18
and 19 of the Preliminary Proxy Statement.

We believe the
Preliminary Proxy Statement currently includes substantial disclosure
concerning the activities conducted from March 2005 to July 2005,
including the hiring of a financial advisor and a description of May, June and
July board meetings.  See pages 18,
19, 20 and 21 of the Preliminary Proxy Statement.

18.                               We
note that management provided reports to your board of directors reviewing the
potential advantages and disadvantages of becoming a private company at the
board meeting in December 2004 and March 2005.  Please revise to provide a materially
complete summary of these reports.  To
the extent that these reports are materially different, please disclose.

18.                                 Iowa
First believes that the summary of the December 2004 report in the
Preliminary Proxy Statement is materially complete.  The Preliminary Proxy Statement has been
otherwise revised in accordance with your comments.  See pages 18 and 19 of the Preliminary
Proxy Statement.

19.                               We
note that MB&R determined that a reasonable range of the fair value of your
common stock was $36.20 and $40.54.
Expand your disclosure to explain in more detail how the board
ultimately derived the $38.00 per share price.

19.                                 The
Preliminary Proxy Statement has been revised in accordance with your
comments.  See pages 20 through 21 of
the Preliminary Proxy Statement.

Reasons for the Split Transaction; Fairness of the Split Transaction