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Comment Response Letter

 November 15, 2005

 Ms. Jessica Livingston

 Senior Counsel

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Mail Stop 4561

 Washington D.C. 20549-0303

Re:
Republic Bancshares of Texas, Inc.

 Schedule 13E-3 filed
September 26, 2005

 File No. 005-77919

 Preliminary Proxy Statement on Schedule 14A

 File No. 000-33201

 Dear
Ms. Livingston:

 On behalf of Republic Bancshares of Texas, Inc.
(“Republic”), we are filing today, via EDGAR transmission, Amendment No. 1 to Schedule 13E-3 filed September 26, 2005 and Amendment No. 1 to the preliminary proxy statement (the “Preliminary Proxy Statement”)
relating to the reclassification transaction.

 In response to your
October 26, 2005 letter to C. P. Bryan, President and Chief Executive Officer of Republic, setting forth the staff’s comments regarding the Schedule 13E-3 and the Preliminary Proxy Statement, Republic has the following responses, which are
contained in numbered paragraphs that correspond to the numbered paragraphs of the comment letter. The text of each comment is included below. Unless otherwise indicated, capitalized terms used in this letter shall have the same meaning as set forth
in the Preliminary Proxy Statement.

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 Schedule 13E-3

 General

1.
Please provide us with your legal and factual analysis of why Mr. Bryan is not required to be a filing person or revise to include Mr. Bryan as a filing person: and to
comply with all the corresponding filing, dissemination and disclosure requirements of Schedule 13E-3, including the purposes for, alternatives considered and reasons for engaging in the going private transaction. Refer to Question and Answer
No. 5 of Exchange Act Release No. 34-17719 (April 13, 1981).

 The staff is supplementally advised that although Mr. Bryan, as a member of senior management of Republic, is deemed to be an “affiliate” of Republic, Republic does not believe that he is required to be a filing person with
respect to the Schedule 13E-3 because he is not engaging in a Rule 13e-3 transaction, directly or indirectly. Whether Mr. Bryan is deemed to be engaged in a going private transaction depends upon the particular facts and circumstances of
the reclassification transaction. In Republic’s situation, Mr. Bryan will not purchase any securities or solicit or distribute materials pursuant to Regulations 14A and 14C of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Further, the reclassification transaction will not result in a material increase in Mr. Bryan’s ownership of Republic common stock or his control of Republic.

 Rule 13e-3(d) provides that any issuer or affiliate engaging in a Rule 13e-3 transaction must
file Schedule 13E-3 disclosing the requisite information, including a statement of “reasonable belief” of the fairness of the transaction. The reclassification transaction falls within the parameters of the definition of a “Rule 13e-3
transaction” and it has a reasonable likelihood of causing the effects described in Rule 13e-3(a)(3)(ii)(A). Republic, as the issuer of the Republic common stock, will be engaging in a solicitation pursuant to Regulation 14A of the Exchange Act
in connection with the reclassification transaction. Mr. Bryan will not conduct such a solicitation or a distribution under Regulation 14C.

 The determination of whether Mr. Bryan is directly engaging in the reclassification transaction depends upon whether or not he is purchasing any securities of
Republic or whether he will make a solicitation or distribution pursuant to Regulation 14A and 14C of the Exchange Act, respectively. Both of these factors are found in the definition of a “Rule 13e-3 transaction” in Rule 13e-3(a)(3)(i)(A)
and (C). Because the reclassification transaction does not involve a tender offer or a merger, it does not involve an “acquisition” by the issuer or any of its affiliates as provided by the definition of “purchase” in Rule
13e-3(a)(2).

 In Question and Answer No. 5 of Exchange Act Release
No. 34-17719 (April 13, 1981) (“Q/A No. 5”), the staff addressed the disclosure and dissemination requirements for issuers and affiliates of issuers deemed to be engaged in a Rule 13e-3 transaction. The

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first illustration of Q/A No. 5 is relevant in determining whether or not Mr. Bryan is engaged in a Rule 13e-3 transaction.

 The first illustration relates to a going private transaction involving the long form merger
of X Corp. and its affiliate Y Corp. The illustration notes that both of the subject companies would be deemed to be engaged in the transaction. Q/A No. 5 provides that X Corp. would be engaged in the transaction because it will
engage in a solicitation subject to Regulation 14A, or a distribution subject to Regulation 14C in connection with the hypothetical merger. Y Corp. would be deemed to be engaged in the transaction because it will engage in the purchase of the
equity securities of its affiliate, X Corp, in the merger. This illustration of Q/A No. 5 clarifies that parties are engaged in a Rule 13e-3 transaction because they are directly involved in (i) the purchase of securities as a result of
the merger and (ii) a solicitation subject to Regulation 14A or a distribution subject to Regulation 14C because each is a party to the merger.

 Republic’s reclassification transaction is being accomplished pursuant to an amendment to Republic’s Articles of Incorporation and does not involve the
“purchase” of Republic common stock by any party as that term is defined in Rule 13e-3(a)(2). Rather, certain outstanding shares of Republic common stock are being reclassified as shares of Series A Preferred Stock pursuant to the
amendments and in accordance with the provisions of Texas corporate law. The reclassification transaction will result in an increase in the number of shares of Series A Preferred Stock outstanding and a reduction in the number of shares of Republic
common stock outstanding.

 Mr. Bryan, as an affiliate of Republic, will
not solicit or distribute materials in connection with the transaction and is not purchasing securities from any shareholders of Republic in the reclassification transaction. Only Republic, as the issuer, is conducting a solicitation pursuant to
Regulation 14A. The factors set forth in the first illustration of Q/A No. 5 support Republic’s position that Mr. Bryan should not be deemed to be in directly engaged in the reclassification transaction.

 The staff also addressed issues involving an issuer’s affiliate’s compliance with
the filing requirements of Rule 13e-3 in its Current Issues and Rulemaking Projects available November 14, 2000 (the “2000 Release”). The 2000 Release addresses a situation relating to the indirect involvement of senior
management in a going private transaction. The 2000 Release notes that the staff has taken the position that members of senior management of an issuer that will be going private are required to file a Schedule 13E-3 where the transaction will
be effected through a merger of the issuer into the purchaser or into the purchaser’s acquisition subsidiary even though management’s involvement in the issuer’s negotiations with the purchaser is limited to the terms of each
manager’s future employment with and/or equity participation in the surviving company. The 2000 Release provides that “an important aspect of the staff’s analysis was fact that the issuer’s management ultimately would hold a
material amount of the surviving company’s equity

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securities, occupy seats on the board of this company in addition to senior management positions, and otherwise be in a position to ‘control’ the
surviving company….”

 The reclassification transaction differs from
the circumstances described in the 2000 Release because it does not involve a merger or an outside purchaser of Republic securities. A second difference is that the reclassification transaction will not result in Mr. Bryan receiving
additional shares of Republic capital stock nor will it result in a material increase in Mr. Bryan’s pro forma ownership percentage of the outstanding Republic common stock. Although Mr. Bryan’s ownership of Republic common
stock is estimated to increase from 8.24 % to 8.98% as a result of the reclassification transaction, the ownership of Republic common stock by all unaffiliated shareholders will increase on a pro rata basis. Accordingly, the reclassification
transaction will not result in an increase in Mr. Bryan’s ability to exercise “control” of Republic as defined in Rule 12b-2 of the Exchange Act. In addition, Mr. Bryan is not receiving additional compensation, an employment
agreement or a new position in connection with the transaction.

 Based on the
foregoing, Republic believes that Mr. Bryan is not required to be a filing person with respect to the Schedule 13E-3.

2.
It appears that, if approved, Republic Bancshares of Texas will authorize a new class of shares and will provide for the reclassification of shares of common stock held by owners of
less than 2,200 shares of such shares of common stock into a new class of securities. Since you are issuing new securities to your current common holders, explain in your response letter what exemption from Section 5 of the Securities Act of
1933 you are relying on to issue those new securities without registration. Describe all relevant facts that you believe support your reliance on any such exemption.

 The staff is supplementally advised that Republic intends to issue the shares of Series A Preferred Stock without registration under the
Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from Section 5 of the Securities Act under Section 3(a)(9) of the Securities Act for the exchange by a company of any security with its
existing shareholders exclusively, where no commission or other remuneration is paid or given directly or indirectly for soliciting the exchange. Republic believes that such exemption is available with respect to the issuance of the shares of Series
A Preferred Stock in the reclassification transaction because (i) Republic is issuing the shares of Series A Preferred Stock solely in exchange for shares of Republic common stock, (ii) the exchange is offered exclusively to existing
holders of Republic common stock, and to no other persons or entities, (iii) the Republic shareholders are not being asked to part with anything of value other than the shares of Republic common stock they own and (iv) Republic is not
paying any commission or other remuneration for soliciting the exchange.

3.
 We note that you are purporting to create two classes of securities, out of what is currently a single class of common stock, for the purpose of taking the company
private by causing each “new” class to be held by less than 300 shareholders of

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record. In your response letter, provide your legal analysis as to why the common stock and Class A preferred stock are truly separate classes for
purposes of determining eligibility to deregister under Section, 12 of the Securities Exchange Act of 1934. Also, please provide a formal opinion of counsel that your common stock and your newly authorized preferred stock are separate classes of
securities under Texas state law. Your response should also provide counsel’s legal analysis as to why it is opining that your common stock and the newly authorized class of preferred stock are in fact separate classes under state law. In this
regard, the analysis should include a detailed discussion and comparison of each feature of your common stock and the preferred stock and why the rights of each class support the opinion of counsel. Further, the analysis should specifically address
that the Series A Preferred Stock is convertible into common stock upon a change of control.

 Republic believes that the common stock and Series A Preferred Stock are separate classes under Texas corporate law. Our conclusion is based on the following analysis.

 The reclassification transaction involves the adoption of amendments to Republic’s
Articles of Incorporation that provide for (i) the authorization of 500,000 shares of a new class of preferred stock, (ii) the authorization of a series of preferred stock entitled Series A Preferred Stock and (iii) the
reclassification of shares of Republic’s common stock held by shareholders who own 2,100 or fewer shares of Republic common stock into shares of Series A Preferred Stock, on the basis of one share of Series A Preferred Stock for each share of
common stock held by such shareholders. The characteristics of the Republic common stock, which will remain unchanged, and the characteristics of the “new” Series A Preferred Stock are described in the Preliminary Proxy Statement on pages
4-5 and 31-32.

 Preferred Stock is a class of stock separate from common
stock under Texas law

 Under Texas corporate law, a corporation is
expressly authorized to issue one or more classes of stock, and the Series A Preferred Stock is a series of a class of Republic’s capital stock that is separate from the common stock.

 Pursuant to Article 2.12A of the Texas Business Corporation Act (“TBCA”), a
corporation may issue the number of shares stated in its articles of incorporation. To create separate classes of stock, a Texas corporation must state the separate classes of its capital stock in its articles of incorporation. Article 2.12A
distinguishes between the terms “series” and “class” by providing that shares “may be divided into one or more classes”, and “any such class of shares may be divided into one or more series, as shall be stated in
the articles of incorporation.” Article 2.12A further provides that any such class or series of shares shall be so designated as to distinguish the shares of that class or series from the shares of all other classes and series. Any such class
or series shall have such designations, preferences, limitations, and relative rights, including voting rights, as shall be stated in the articles of incorporation. The statement of the separate classes of capital

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stock in Article 4.1 of the proposed amendment to Republic’s Articles of Incorporation is consistent with the provisions of Article 2.12A of
the TBCA.

 In addition to authorizing the preferred stock, the proposed
amendments state the terms, preferences, limitations and relative rights of the holders of preferred stock. Republic’s Board of Directors is expressly authorized in Article 4.2 of the proposed amendments to the Articles of Incorporation to
provide for the issuance of shares of preferred stock in one or more series with such voting powers (full, limited or without voting power), and with such designations, preferences and relative participating option or other rights, qualifications,
limitations and restrictions as may be determined by resolutions adopted by Republic’s Board of Directors and as are not stated and expressed in the Articles of Incorporation.

 The proposed amendments also specifically designate the rights, qualifications, limitations and restrictions of a series of the preferred
stock, the Series A Preferred Stock, as authorized by Article 4.2 of the proposed amendment to the Articles of Incorporation and Article 2.12A of the TBCA. This designation further clarifies that the Series A Preferred Stock is series of a separate
and distinct class of stock with different rights and preferences from the Republic common stock.

 Series A Preferred Stock is a Separate Class for Purposes of Section 12

 Section 12(g)(5) of the Exchange Act provides that for purposes of Section 12(g) of the Exchange Act, the term “class” includes “all securities
of an issuer which are of substantially similar character and the holders of which enjoy subs