SecProbe.io

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POWELL                                                    Atlanta  -  Washington
GOLDSTEIN LLP

                                                      RESIDENT IN ATLANTA OFFICE
                                                    DIRECT DIAL:  (404) 572-6904
                                                          LSCHROEDER@POGOLAW.COM

                                August 29, 2005

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549
Attn:  Jessica Livingston

     Re:  First Southern Bancorp
          Schedule 13E-3
          Filed June 22, 2005
          File No. 005-80820

          Preliminary Proxy Statement on Schedule 14A
          Filed June 22, 2005
          File No. 0005-50259

          Amendment No. 1 to Form 10-KSB
          Filed April 26, 2005
          File No. 000-50259

Ladies and Gentlemen:

     On behalf of our client, First Southern Bancorp ("First Southern" or the
"Company"), we are responding to the comments received from your office by
letter dated July 25, 2005 with respect to the above-referenced Schedule 13E-3,
Schedule 14A and Amendment No. 1 to Form 10-KSB.  We have restated and responded
to each of your comments below.  Capitalized terms used in this letter have the
meanings ascribed to them in the Schedule 14A.  We have annotated the marked
copy of Amendment No. 1 to the Proxy Statement with cross-references indicating
to which comment we are responding.

General
-------

1.   Please provide your legal and factual analysis of how the involuntary
     exchange of common shares for new Series A shares is allowable under your
     Articles of Incorporation and Georgia Corporation Law. We note that a
     substantive change in shareholder rights is being proposed without
     obtaining consent of affected shareholders.

     UNDER SECTION 14-2-1003(E) OF THE GEORGIA BUSINESS CORPORATION CODE (THE
     "CODE"), THE AMENDMENT TO FIRST SOUTHERN'S ARTICLES OF INCORPORATION
     PROVIDING FOR THE RECLASSIFICATION OF A PART OF THE COMPANY'S COMMON STOCK
     INTO SHARES OF A NEW CLASS OF SERIES A STOCK MUST BE APPROVED BY A MAJORITY
     OF THE VOTES ENTITLED TO BE CAST ON THE AMENDMENT BY EACH VOTING GROUP.
     UNDER SECTION 14-2-1004(A)(2) OF THE CODE, THE HOLDERS OF THE OUTSTANDING
     SHARES OF A CLASS ARE ENTITLED TO VOTE AS A SEPARATE VOTING GROUP ON A
     PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION IF THE
     AMENDMENT WOULD "EFFECT AN EXCHANGE OR RECLASSIFICATION OF ALL OR ANY PART
     [EMPHASIS ADDED] OF THE SHARES OF THE CLASS INTO SHARES OF ANOTHER CLASS."
     CURRENTLY, FIRST SOUTHERN ONLY HAS ONE CLASS OF OUTSTANDING STOCK, ITS
     COMMON STOCK. UNDER SECTION 14-2-

    One Atlantic Center - Fourteenth Floor - 1201 West Peachtree Street, NW -
          Atlanta GA 30309-3488 - Tel: 404.572.6600 - Fax: 404.572.6999
                                www.pogolaw..com

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POWELL                                        Securities and Exchange Commission
GOLDSTEIN LLP                                                    August 29, 2005
                                                                          Page 2

     1004(A)(2), ALL OF THE HOLDERS OF FIRST SOUTHERN'S OUTSTANDING COMMON STOCK
     ARE ENTITLED TO VOTE AS A SINGLE GROUP ON THE PROPOSED AMENDMENT TO FIRST
     SOUTHERN'S ARTICLES OF INCORPORATION, WHICH PROVIDES FOR THE
     RECLASSIFICATION OF A PART OF THE OUTSTANDING SHARES OF FIRST SOUTHERN'S
     COMMON STOCK INTO SHARES OF A NEW CLASS OF SERIES A STOCK.

     FIRST SOUTHERN'S ARTICLES OF INCORPORATION DO NOT REQUIRE A GREATER VOTE OR
     A VOTE BY VOTING GROUPS TO APPROVE THE AMENDMENT. NO PROVISION IN FIRST
     SOUTHERN'S ARTICLES OF INCORPORATION PROHIBITS THE RECLASSIFICATION OF A
     PART OF THE OUTSTANDING COMMON STOCK INTO ANOTHER CLASS OF STOCK.

     PURSUANT TO SECTION 14-2-1302(A)(5) OF THE CODE, THE BOARD OF DIRECTORS OF
     FIRST SOUTHERN ADOPTED A RESOLUTION PROVIDING THAT SHAREHOLDERS, INCLUDING
     THOSE WHO WILL RETAIN COMMON STOCK AND THOSE WHO WILL RECEIVE SERIES A
     STOCK, ARE ENTITLED TO DISSENT AND OBTAIN PAYMENT OF THE FAIR MARKET VALUE
     OF THEIR SHARES PURSUANT TO THE DISSENTERS' RIGHTS PROVISIONS UNDER THE
     CODE. ACCORDINGLY, ALL SHAREHOLDERS WHO OPPOSE THE RECLASSIFICATION ARE
     AFFORDED THE PROCEDURAL PROTECTIONS UNDER THE DISSENTERS' RIGHTS PROVISIONS
     OF THE CODE.

2.   It appears that approval of the transaction will authorize a new class of
     shares and will provide for the reclassification of shares of common stock
     held by owners of less than 500 of such shares of common stock into the new
     class of shares (Series A). Since the company is effectively issuing new
     securities to its current common holders, explain in your response letter
     what exemption from Section 5 of the Securities Act of 1933 the company is
     relying on to issue those new securities without registration. Describe all
     relevant facts that you believe support your reliance on any such
     exemption.

     THE COMPANY WILL ISSUE THE SERIES A STOCK TO ITS EXISTING SHAREHOLDERS
     PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER SECTION 3(A)(9) OF THE
     SECURITIES ACT OF 1933 (THE "1933 ACT"). SECTION 3(A)(9) STATES THAT ANY
     SECURITY EXCHANGED BY THE ISSUER WITH ITS EXISTING SECURITY HOLDERS
     EXCLUSIVELY, WHERE NO COMMISSION OR OTHER REMUNERATION IS PAID OR GIVEN
     DIRECTLY OR INDIRECTLY FOR SOLICITING SUCH EXCHANGE, IS EXEMPT FROM
     REGISTRATION UNDER SECTION 5 OF THE 1933 ACT. IN THIS TRANSACTION, EXISTING
     SHAREHOLDERS WILL EXCHANGE THEIR COMMON SHARES FOR SERIES A SHARES. ONLY
     EXISTING SHAREHOLDERS WILL BE MAKING THIS EXCHANGE. THEREFORE, THE
     TRANSACTION FALLS UNDER THE EXEMPTION IN SECTION 3(A)(9).

     ADDITIONALLY, RULE 150 UNDER THE ACT PROVIDES THAT "COMMISSION OR OTHER
     REMUNERATION" IN SECTION 3(A)(9) WILL NOT INCLUDE PAYMENTS MADE BY THE
     ISSUER TO ITS SECURITY HOLDERS IN CONNECTION WITH AN EXCHANGE OF SECURITIES
     FOR OUTSTANDING SECURITIES WHEN SUCH PAYMENTS ARE A PART OF THE TERMS OF
     THE OFFER OR EXCHANGE. THEREFORE, THE CASH PAYMENT BEING OFFERED TO
     SHAREHOLDERS WHO DISSENT FROM THE TRANSACTION DOES NOT PREVENT THE COMPANY
     FROM MEETING THE REQUIREMENTS OF SECTION 3(A)(9). FURTHER, ACCORDING TO AN
     SEC TELEPHONE INTERPRETATION (SEC MANUAL OF PUBLICLY AVAILABLE TELEPHONE
     INTERPRETATIONS SECTION A(32), JULY 1997), MONEY GIVEN TO INVESTMENT
     BANKERS FOR RENDERING A FAIRNESS OPINION AND SIMILAR SERVICES DOES NOT
     QUALIFY AS PAYMENT OF COMMISSION OR REMUNERATION UNDER SECTION 3(A)(9). AS
     A RESULT, NO COMMISSION OR REMUNERATION, WITHIN THE MEANING OF SECTION
     3(A)(9), WILL BE PAID IN THE FIRST SOUTHERN TRANSACTION, WHICH PROVIDES
     ONLY FOR CASH PAYMENTS TO DISSENTERS AND THE COMPANY'S FINANCIAL ADVISOR.

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POWELL                                        Securities and Exchange Commission
GOLDSTEIN LLP                                                    August 29, 2005
                                                                          Page 3

     WE HAVE ADDED DISCLOSURES UNDER "SERIES A STOCK ISSUED IN RELIANCE ON
     EXEMPTION FROM REGISTRATION" ON PAGE 2 AND "SERIES A STOCK ISSUED IN
     RELIANCE ON SEC EXEMPTION" ON PAGE 41 OF THE PROXY STATEMENT TO INDICATE
     THE SHARES OF SERIES A STOCK ARE BEING ISSUED WITHOUT REGISTRATION,
     PURSUANT TO THE EXEMPTION UNDER SECTION 3(A)(9) OF THE 1933 ACT.

3.   We note that you are purporting to create two classes of securities, out of
     what is currently a single class of common shares, for the purpose of
     taking the company [private]. In your response letter, provide your legal
     analysis as to why the common shares and Series A shares are truly separate
     classes for purposes of determining eligibility to deregister under Section
     12 of the Securities Exchange Act of 1934. We may have further comments.

     SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "1934 ACT")
     GENERALLY PROVIDES THAT EVERY ISSUER OF SECURITIES SHALL, WITHIN 120 DAYS
     AFTER THE LAST DAY OF ITS FIRST FISCAL YEAR ON WHICH THE CORPORATION HAS
     TOTAL ASSETS EXCEEDING $1 MILLION AND A CLASS OF EQUITY SECURITY HELD BY
     RECORD OF 500 OR MORE PERSONS, REGISTER SUCH SECURITY WITH THE U.S.
     SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). FOR PURPOSES OF DETERMINING
     THE APPLICABILITY OF THESE REGISTRATION REQUIREMENTS TO CORPORATIONS,
     SECTION 12(G)(5) OF THE 1934 ACT DEFINES THE TERM "CLASS" TO INCLUDE ALL
     SECURITIES OF A CORPORATION WHICH ARE OF SUBSTANTIALLY SIMILAR CHARACTER
     AND THE HOLDERS OF WHICH ENJOY SUBSTANTIALLY SIMILAR RIGHTS AND PRIVILEGES.

     FIRST SOUTHERN'S COMMON STOCK AND SERIES A STOCK ARE SEPARATE CLASSES OF
     SECURITIES BECAUSE THEY ARE NOT SUBSTANTIALLY SIMILAR IN CHARACTER AND THE
     HOLDERS OF FIRST SOUTHERN'S COMMON STOCK AND SERIES A STOCK WILL NOT ENJOY
     SUBSTANTIALLY SIMILAR RIGHTS AND PRIVILEGES. SPECIFICALLY, FIRST SOUTHERN'S
     COMMON STOCK AND SERIES A STOCK HAVE SUBSTANTIALLY DIFFERENT RIGHTS AND
     LIMITATIONS WITH RESPECT TO VOTING, DIVIDENDS, LIQUIDATION AND REDEMPTION.
     THESE DIFFERENCES ARE SUMMARIZED BELOW:

     A.   VOTING RIGHTS: HOLDERS OF SERIES A STOCK ARE ENTITLED TO VOTE ONLY
          UPON PROPOSALS FOR A CONSOLIDATION OR MERGER OF THE COMPANY, A SHARE
          EXCHANGE, OR A SALE, LEASE, EXCHANGE OR TRANSFER OF ALL OR
          SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS (A "CHANGE IN CONTROL") AND
          UPON WHICH HOLDERS OF THE COMMON STOCK ARE ENTITLED TO VOTE. SUCH
          LIMITED VOTING RIGHTS CONTRAST WITH THE UNLIMITED VOTING RIGHTS
          AFFORDED TO HOLDERS OF THE COMMON STOCK, INCLUDING, SIGNIFICANTLY, THE
          RIGHT TO VOTE ON THE ELECTION OF DIRECTORS OF THE COMPANY, THE
          ADOPTION OF STOCK INCENTIVE PLANS AND MOST CHARTER AMENDMENTS.

     B.   DIVIDEND PREFERENCE: HOLDERS OF SERIES A STOCK ARE ENTITLED TO A
          PREFERENCE IN THE DISTRIBUTION OF DIVIDENDS, WHEN AND IF DECLARED AND
          PAID BY FIRST SOUTHERN, SO THAT HOLDERS OF THE SERIES A SHARES ARE
          ENTITLED TO RECEIVE DIVIDENDS IN AN AMOUNT NOT LESS THAN THAT PAID ON
          COMMON SHARES PRIOR TO THE RECEIPT OF DIVIDENDS BY THE HOLDERS OF
          COMMON STOCK.

     C.   LIQUIDATION PREFERENCE: HOLDERS OF SERIES A STOCK ARE ENTITLED TO A
          PREFERENCE IN THE DISTRIBUTION OF ASSETS OF FIRST SOUTHERN IN THE
          EVENT OF ANY LIQUIDATION, DISSOLUTION OR WINDING-UP OF FIRST SOUTHERN,
          WHETHER VOLUNTARY OR INVOLUNTARY, EQUAL TO THE GREATER OF BOOK VALUE
          PER SHARE, THE AMOUNT PER SHARE TO BE PAID TO COMMON SHAREHOLDERS, OR
          $10.00 PER SHARE. HOLDERS OF THE COMPANY'S COMMON STOCK ARE ONLY
          ENTITLED TO RECEIVE,

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POWELL                                        Securities and Exchange Commission
GOLDSTEIN LLP                                                    August 29, 2005
                                                                          Page 4

          AFTER THE PRIOR RIGHTS OF CREDITORS AND HOLDERS OF THE SERIES A STOCK
          ARE SATISFIED, A RATABLE SHARE OF ANY REMAINING ASSETS OF THE COMPANY
          AVAILABLE FOR DISTRIBUTION.

     D.   REDEMPTION RIGHTS: FIRST SOUTHERN HAS THE RIGHT TO REPURCHASE ALL OR
          ANY PART OF THE SERIES A STOCK AT ANY TIME AT A PER-SHARE PURCHASE
          PRICE EQUAL TO THE GREATER OF THE BOOK VALUE PER SHARE OF THE SERIES A
          STOCK (AS DETERMINED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES),
          THE FAIR MARKET VALUE PER SHARE OF THE SERIES A STOCK, OR THE FAIR
          MARKET VALUE OF OUR COMMON STOCK. ADDITIONALLY, THE CALL PROVISION
          PROVIDES FOR AN APPRAISAL PROCEDURE IN THE EVENT THAT THE HOLDER OF
          SERIES A STOCK WHICH IS CALLED BY THE COMPANY DISAGREES WITH THE
          BOARD'S DETERMINATION OF THE FAIR MARKET VALUE OF THE SERIES A STOCK
          OR THE COMMON STOCK. THE COMMON STOCK IS NOT SUBJECT TO SUCH A CALL
          PROVISION.

     THE SEC HAS AGREED THAT TWO TYPES OF STOCK THAT DIFFER IN LIQUIDATION
     PREFERENCE AND VOTING RIGHTS ARE NOT IN THE SAME CLASS. IN A NO-ACTION
     LETTER, THE SEC CONCURRED WITH MOTOROLA, INC.'S VIEW THAT ITS COMMON STOCK
     (WHICH HAD A $2.00 LIQUIDATION PREFERENCE) AND ITS CLASS A COMMON STOCK
     (WHICH HAD A 4-TO-1 VOTING EDGE OVER THE COMMON STOCK) WERE NOT THE SAME
     CLASS OF SECURITIES UNDER SECTION 12(G)(5). MOTOROLA, INC., SEC NO-ACTION
     LETTER, FED. SEC. L. REP. (CCH) 78,703 (DECEMBER 30, 1971). SIMILARLY,
     FIRST SOUTHERN'S COMMON STOCK AND SERIES A STOCK SHOULD NOT BE CONSIDERED
     TO BE OF THE SAME "CLASS" OF STOCK BECAUSE THE SERIES A STOCK HAS A
     LIQUIDATION PREFERENCE WHICH LIMITS VOTING RIGHTS COMPARED TO THE COMMON
     STOCK. IN ADDITION, FIRST SOUTHERN'S SERIES A STOCK CONTAINS A DIVIDEND
     PREFERENCE TO THE COMMON STOCK AND IS SUBJECT TO A CALL PROVISION, WHICH WE
     BELIEVE ARE ALSO SUBSTANTIAL DIFFERENCES IN THE RIGHTS AND PREFERENCES IN
     THE TWO CLASSES OF STOCK.

     GIVEN THE DIFFERING CHARACTER OF THE TWO CLASSES SECURITIES AND THE
     DIFFERENT RIGHTS AND PRIVILEGES AFFORDED TO HOLDERS OF THE SERIES A STOCK
     AS COMPARED TO HOLDERS OF THE COMMON STOCK, THE TWO SECURITIES SHOULD NOT
     CONSTITUTE THE SAME "CLASS" OF SECURITIES FOR PURPOSES OF SECTION 12(G)(5)
     OF THE 1934 ACT.

Preliminary Proxy Statement on Schedule 14A
-------------------------------------------
Summary Term Sheet, page 3
--------------------------

4.   Please revise the summary term sheet to comply with the requirement of Item
     1001 of Regulation M-A that each of "the bullet points must cross-reference
     a more detailed discussion contained in the disclosure document that is
     disseminated to security holders."

     WE HAVE CROSS-REFERENCED EACH BULLET POINT IN THE SUMMARY TERM SHEET TO THE
     MORE DETAILED DISCUSSION.

5.   Please revise the section entitled "Terms of the Series A Stock to be
     Issued in the Reclassification," on page 3 to discuss the changes in voting
     rights sooner in the discussion and to state clearly and prominently the
     loss of voting rights.

     WE HAVE MOVED THE DISCUSSION OF CHANGES IN VOTING RIGHTS TO THE BEGINNING
     OF THIS SECTION.

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POWELL                                        Securities and Exchange Commission
GOLDSTEIN LLP                                                    August 29, 2005
                                                                          Page 5

6.   Please revise the section entitled "Fairness of the Reclassification," on
     page 6 to identify the affiliates engaged in the transaction, to disclose
     their roles in the transaction and their fairness determinations and to
     briefly summarize the positive and negative factors considered by the
     board.

     WE HAVE PROVIDED THE REQUESTED DISCLOSURE UNDER "FAIRNESS OF THE
     RECLASSIFICATION."

7.   Please revise the section entitled "Effectiveness of the Reclassification,"
     on page 6, to comply with the requirement of Item 1001 of Regulation M-A
     that it "provide security holders with sufficient information to understand
     the essential features and significance of the proposed transaction" by
     disclosing the fact that the approval of the transaction is assured. In
     this regard, disclose the percentage of shares needed for approval of the
     reclassification, the percentage of shares beneficially owned by directors
     and executive officers and the fact that all directors and executive
     officers have indicated their intention to vote to approve the
     reclassification.

     ALTHOUGH THE DIRECTORS AND EXECUTIVE OFFICERS "BENEFICIALLY OWN" 52.5% OF
     THE OUTSTANDING STOCK, THEY ONLY OWN 42.8% OF THE SHARE