SecProbe.io

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Mail Stop 3561

									July 21, 2005

Mr. Glen W. Fausset
President, Chief Financial Officer and Director
First National Bancshares, Inc.
5817 Manatee Avenue West
Bradenton, Florida 34209

		RE:	First National Bancshares, Inc.
			Form 10-K for Fiscal Year Ended December 31, 2004
			Form 10-Q for Fiscal Quarter Ended March 31, 2005
			Filed March 30, 2005 and May 12, 2005
			File No.  333-60283

Dear Mr. Fausset:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents 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
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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on 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 for the Year Ended December 31, 2004

Independent Auditors` Report

1. Please amend your filing to provide an audit report that
includes
the city and State where issued consistent with the requirements
of
Rule 2-02(a)(3) of Regulation S-X.

Form 10-Q for the Quarter Ended March 31, 2005

Part I. Financial Information

Item 4. Disclosure Controls and Procedures

2. You have omitted Item 4.  Please amend your filing to provide
the
disclosure required by Item 307 of Regulation S-K.

Exhibits - Section 302 Certifications

3. We note that your certifications are not exactly consistent
with
the requirements of Item 601(b)(31) of Regulation S-K.  Please
amend
your filing to include certifications in the exact form prescribed
by
Item 601(b)(31) of Regulation S-K.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
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 filings to be certain that the
filings includes all information required under the Securities
Exchange Act of 1934 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.

	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.

		If you have any questions regarding these comments,
please
direct them to Anthony Watson, Staff Accountant, at (202) 551-3318
or, in his absence, to me at (202) 551-3843.

									Sincerely,

									George F. Ohsiek, Jr.
									Branch Chief
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Mr. Glen W. Fausset
First National Bancshares, Inc.
July 21, 2005
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