SecProbe.io

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

October 7,
2005

VIA EMAIL 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/A

  Filed September 16, 2005

  File No. 5-80899

  Revised Preliminary Proxy Statement on Schedule 14A

  Filed September 16, 2005

  File No. 2-89283

Ladies and Gentlemen:

On behalf of Iowa First Bancshares Corp. enclosed
please find proposed changes to the amended Preliminary Proxy Statement on Schedule 14A
and the accompanying Proxy Card and Voting Instructions for the participants in
our Employee Stock Ownership Plan (with 401(k) provisions).  These changes have not yet been filed as a
revised Schedule 14A, but are being provided to you prior to such filing
in order to expedite your review.  The
enclosed set forth the responses to the comments of the Staff contained in a
letter, dated October 4, 2005, relating to the above-referenced filings.

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 marked copies of the amended Preliminary Proxy Statement included with
this letter.

Schedule 14A

Summary Term Sheet, page 1

Purpose and Structure of the Split
Transaction, page 5

1.                                      We note your
response to prior comment 8.  Please
quantify at what point the cost to the company of the split transaction “becomes
too high.”

1.                                       The Preliminary
Proxy Statement has been revised in accordance with your comment.  See pages 6 and 58.

Reasons for the Split Transaction; Fairness
of the Split Transaction; Board Recommendation, page 21

2.                                      We refer you to
prior comment 27.  Please expand your
disclosure to explain the market trends present during the time frame of the
transactions included in the Comparable Acquisition Analysis and how market
trends have changed since that time.
Your discussion should include the basis of your belief and support for
your disclosure.  Also, if market trends
dating back to the comparable acquisitions are not indicative of current market
trends, explain why MB&R believed that this methodology was a viable way to
valuate Iowa First.  Also, as requested
by prior comment 27, revise to explain how MB&R considered the fact that
the Comparable Acquisition Analysis yielded a higher per share value than that
being paid.  Did MB&R agree with the
board that Comparable Acquisition Analysis was “less reliable?”

2.                                       The Preliminary
Proxy Statement has been revised in accordance with your comment.  See pages 21, 36 and 38.

Information Incorporated by Reference, page 47

3.                                      We note your response
to prior comment 32 that you do not plan to deliver an annual report and a
quarterly report with the Preliminary Proxy Statement and that you do not
believe that this transaction is subject to Item 12 of Schedule 14A.  We believe that the reverse stock split is an
issuance of securities in exchange for outstanding securities.  Accordingly, we believe that the disclosure
required by Items 12 and 13 of Schedule 14A is required.  Please advise of the basis for your belief
that Iowa First may incorporate by reference its financial statements pursuant
to Form S-3 as set forth by Item 13(b)(1) of Schedule 14A or
otherwise comply with the financial statement requirements of Item 13 of Schedule 14A.  If you continue to disagree with our
determination that the reverse stock split is an exchange transaction, please
expand your analysis to:

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•                                          Explain
whether the stock outstanding as a result of the reverse stock split will have
the same CUSIP number as the stock outstanding prior to the reverse stock
split;

•                                          Explain
whether the stock certificates held by investors prior to the reverse stock
split will be valid after the reverse stock split; and

•                                          Provide a
detailed analysis under state law supporting your conclusion that you are not
issuing securities.

3.                                       As we have
stated in our response to your letter dated September 2, 2005, the Company
does not believe that it is engaging in a transaction subject to Item 12 of Schedule 14A,
because the stock-split transaction does not involve any issuance of shares.

As disclosed in the Preliminary Proxy
Statement, the proposed going private transaction to be consummated by the
Company will be effected by a reverse 1-for-1,000 stock split of the Company’s
common stock followed immediately by a forward 1,000-for-1 stock split of the
Company’s common stock.  The reverse and
forward split transactions are cross-conditioned on one another and form a part
of a single, integrated transaction.  The
purpose of the structure of the transaction is to cash out specified minority
shareholders, without affecting the nature of the securities held by the
continuing shareholders.  At the
conclusion of the transaction, shareholders holding their stock in street name
or record shareholders holding at least 1,000 shares will continue to hold the
same shares of the Company’s common stock held prior to the transaction.  No certificates are being exchanged, and the Company
is not creating a new class or series of common stock.  Record shareholders holding less than 1,000
shares will receive cash and not new securities in the transaction.

In the reverse stock split component of the
transaction, each 1,000 shares of common stock of the Company will be
automatically reclassified and changed into one share of common stock of the
Company.  No new stock certificates will
be issued and no new shares will be issued to any shareholder.  As specified in the language of the amendment,
the Company will not issue fractional shares to record shareholders of fewer
than 1,000 shares, but instead will pay $38.00 per pre-split share of common
stock.  Therefore, it is clear that the
Company is not issuing any securities to those shareholders.

The Company is likewise not issuing any
securities, in the form of fractional shares or otherwise, to shareholders
holding their stock in street name or record shareholders holding at least
1,000 shares of common stock.  Although
the reverse stock split transaction will result in the creation of fractional
interests attached to

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whole shares of stock, those fractional
interests will immediately be reconverted into whole shares of common stock by
virtue of the forward stock split transaction.
The Company follows the reasoning provided by the Delaware court in Applebaum v. Avaya, Inc., 812 A.2d 880, 885-886 (Del.
2002), which discussed a reverse/forward split transaction similar to that
proposed by the Company.  In Applebaum, the court characterized as “flawed” the
assumption that fractional shares would need to be issued in the reverse stock
split component of the transaction, because (a) fractional interests of
shareholders that did not hold a whole share of stock after the transaction
would be cashed out, and (b) fractional interests attached to whole shares
would be reconverted in the forward split that would happen a moment
later.  The court stated that the
corporation would not be required to issue fractional shares to recognize a
property interest that, by the terms of the transaction, would “last only sixty
seconds.”

In response to your specific requests, please
note the following:

(a)                                  CUSIP Number.  The Company anticipates obtaining a new CUSIP
number for the common stock that remains outstanding following the split transaction.  However, the Company’s new CUSIP number is
merely a mechanism to ensure that brokers avoid trading shares that should have
been cashed out in the split transaction.

(b)                                 Stock Certificates.  With the exception of shares cashed out in
the split transaction, stock certificates held by Company investors prior to
the reverse stock split will continue to be valid after the reverse stock
split.  Shareholders participating in the
forward split will not be required to exchange their shares and will continue
to hold the same certificates for the same number of shares following the
completion of both the reverse stock split and forward stock split as they did
prior to the transaction.

(c)                                  Iowa State Law.   The Company does not believe that the split
transaction is an issuance of shares under the Iowa Business Corporation Act
(the “IBCA”).  The reverse stock split is
being effected pursuant to Section 490.604 of the IBCA, which allows a
corporation to “issue fractions of a share or pay in money the value
of fractions of a share” (emphasis added).  The Company is relying on Section 490.604
to pay in money the value of the fractional shares issued to the record
shareholders of fewer than 1,000 shares.
With respect to holders in street name and record shareholders of 1,000
or more shares, the reverse stock split results in the creation of fractional
interests, but the forward stock split—effected a moment in time after the
reverse stock split component—eliminates these interests by restoring them into
whole shares.  Taken together, these two
co-dependent transactions allow the cash-out of certain of the fractional
interests created

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in the reverse
stock split, as well as the reconversion of the remaining fractional interests
into whole shares, allowing this transaction to be treated identically to that
in Applebaum, discussed above.  (Although the Company is an Iowa corporation,
a search of Iowa case law did not reveal any cases on point and, accordingly,
the Company has chosen to follow the well-developed body of Delaware corporate
law.)  We have attached both Section 490.604
and the Applebaum case to our response for your
convenience.

Based on the foregoing analysis, the Company
retains its position that it is not issuing new securities in the split
transaction and is therefore not subject to Item 12 of Schedule 14A and is
not required to include the financial information specified under Item 13(a) of
Schedule 14A or distribute the annual or quarterly reports under Item 13(b) of
Schedule 14A.

Information Incorporated by Reference, page 47

4.                                      Please revise
your proxy card to clarify that Proposals 1 and 2 are cross-conditioned upon
one another.

4.                                       The Proxy Card
and Voting Instructions have been revised in accordance with your comment.  See the enclosed Proxy Card and Voting
Instructions.

Please do not
hesitate to call John E. Freechack at (312) 984-3223 or me at (312) 984-3226
if you have any further questions or if we can be of further assistance.

  Very truly yours,

  Sarah M. Bernstein

  Enclosures

  cc:

  John E. Freechack, Esq.

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