SecProbe.io

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      December 3, 2004
Mail Stop 0408

By U.S. Mail and facsimile to (941) 951-6189

Corey J. Coughlin
President and Chief Executive Officer
First State Financial Corporation
22 South Links Avenue
Sarasota, FL 34246

Re:	First State Financial Corporation
	Amendment Number One to Form S-1 filed November 23, 2004
	File No. 333-119800

Dear Mr. Coughlin:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document 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.

      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.

General

1. We note that you have revised the prospectus to conform to
Plain
English Rules, however, please replace the term "therewith" on
page
II-2 and double check the prospectus for any more terms you may
have
overlooked.

2. Please confirm that the Table of Contents will include specific
page references.

3. Please confirm to us whether you have existing regulatory
agreements with any financial regulators.

Summary
General

4. We note your response to comment 5.  Please consider providing
an
additional section on page 1 before "Our Company" which very
generally describes the transaction (how many shares are being
offered, by whom, with what objectives).

Risk Factors
General

If we lose key employees our business may suffer - page 8

5. Please consider incorporating the absence of employment and
non-
compete agreements in this heading.

Summary Compensation Table - page 43

6. We note your response to comment 21.  Please confirm that Mr.
Coughlin attended 21 directors` meetings in 2003.

Federal Bank Holding Company Regulation and Structure - page 48

7. In your response to comment 22, you discuss your intention to
apply to become a financial holding company.  Please consider
including these intentions in the summary section of the
prospectus
and discussing the implications they will have on your business.
In
addition, consider discussing the possibility of the rejection of
your application by the Federal Reserve under the Risk Factor
section.

Closing Comments

      As appropriate, please amend your registration 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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental 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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 event 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 not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, 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
* the company may not assert this action as 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 connection with 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 a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate 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 460 and 461 regarding
acceleration of a registration statement.  Please allow adequate
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 advance of the requested effective
date.

      You may contact Christina Harley at (202) 942-1926 or Don
Walker at (202) 942-1799 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Kathryn
McHale at (202) 824-5538 or me at (202) 942-1760 with any other
questions.

						Sincerely,

						Todd K. Schiffman
						Assistant Director

cc:	John P. Greeley
	Smith MacKinnon, PA
	Suite 800
	255 South Orange Avenue
	Orlando, FL 32801
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First State Financial Corporation
Mr. Corey J. Coughlin
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