SecProbe.io

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

June 3, 2010

 Nathaniel F. Hughes President and Chief Executive Officer Cornerstone Bancshares, Inc. 835 Georgia Avenue Chattanooga, TN  37402
Re: Cornerstone Bancshares, Inc.  Registration Statement on Form S-1
Filed May 7, 2010
  File No. 333-166625

Dear Mr. Hughes:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view 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.
 Registration Statement on Form S-1

Fee Table

1. Please revise the fee table to register  the number of shares of common stock
issuable upon conversion of the preferre d stock.  If you are relying on Rule 416
with respect to stock splits, stock dividends , or similar transactions, so indicate in
a footnote to the fee table.

Nathaniel F. Hughes
Cornerstone Bancshares, Inc.
June 3, 2010 Page 2  Risk Factors, page 10

 2. We think the disclosure in a number of your risk factors would be improved if it
was quantified where quantifiable factors ex ist and/or examples were provided.
Please revise.  We also note that certain of your risk factors should be updated.

Description of the Series A Preferred Stock, page 39

3. Please revise the introductory paragraph to indicate that all material features of
the preferred stock are summarized in this section.  Please confirm that all
disclosure required by Item 2.02 of Regulat ion S-K is included.  Also, please
expand the “Ranking” subsection to addr ess your liabilities, including deposits,
and to indicate what would happen to the preferred stock if Cornerstone Community Bank went into receivership.
 Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after reviewing your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment 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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

Nathaniel F. Hughes
Cornerstone Bancshares, Inc. June 3, 2010 Page 3
• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Michael Seaman at (202)  551-3366 or me at (202) 551-3698 with
any questions.
Sincerely,

Mark Webb Legal Branch Chief