SecProbe.io

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      April 7, 2005

Mail Stop 0408

By U.S. Mail and facsimile to (417) 926-4362.

Susan J. Uchtman, CPA
Chief Financial Officer
First Bancshares, Inc.
142 E. First Street
Mountain Grove, MO 65711

Re: First Bancshares, Inc.
Form 10-K for the Year Ended June 30, 2004
Forms 10-Q for the fiscal year 2005
File Number 000-22842

Dear Ms. Uchtman,

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
document
in future filings in response to these comments.  If you disagree,
we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	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.

Form 10-K

Management`s Discussion and Analysis

General

1. Please revise Management`s Discussion and Analysis to include a
separately titled section to describe your critical accounting
policies as required by Release Nos. 33-8350/34-48960.

Consolidated Financial Statements

General

2. Please revise to include the disclosures of paragraph 2(e) of
SFAS
148.

(5) Loans Receivable Held-For-Investment - page 34

3. Supplementally tell us and revise to disclose in future filings
both here and in MD&A where appropriate, the following information
related to the unsecured letter of credit discussed on page 35:
* How you determined the amount of your liability under the
unsecured
letter of credit and where this is recorded in the financial
statements.
* Discuss the term of the guarantee and the events and
circumstances
that would require you to perform under the guarantee.
* The nature and amount of any recourse you could recover from
third
parties, if applicable.
		Refer to paragraph 13 of FIN 45.

Note 7.  Property and Equipment

4. Please supplementally tell us and revise to disclose the nature
of
your investment real estate, the facts and circumstances
surrounding
the adjustment to its value and how you determined the amount of
the
adjustment.

Form 10-Q for the period ended September 30, 2004

5. Please supplementally tell us and revise to disclose the
following:
* How you determined that the sale of the title insurance business
qualified for installment sale accounting under SFAS 66,
* Where the amount of the receivable is included in the balance
sheet
and the terms of the receivable,
* Where the cash flows are reflected in the statement of cash
flows,
and
* Where the profit recognized is included in the income statement.
* It appears this transaction represents the sale of a business
under
SFAS 144.  Be advised that we do not believe any amounts related
to
this transaction should be included in loan related categories in
your financial statements.  Finally, tell us and disclose whether
or
not you sold all the net assets of these operations and whether
the
subsidiary has been dissolved.

*	*	*

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments, indicates your
intent to include the requested disclosure in future filings, and
provides any requested supplemental information.  Detailed letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

      You may contact Rebekah Moore at (202) 824-5482 or myself at
(202) 942-1782 if you have questions regarding our comments and
related matters.

                                   Sincerely,

                                   Paul Cline
                                   Senior Accountant

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Ms. Susan J. Uchtman
Page 3 of 3

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