SecProbe.io

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      February 2, 2005

Mail Stop 0408

By U.S. Mail and facsimile to (972) 692-6915

Mr. Jerry Burnett
Sunbelt Bancshares, Inc.
1625 North Stemmons Freeway
Dallas, TX 75207

Re:	Sunbelt Bancshares, Inc.
	Amendment Number One to Form SB-2 filed January 14, 2005
	File No. 333-120681

Dear Mr. Burnett:`

	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 your response to our prior comment 5 and revisions made
to
various portions of your filing.  However, your financial
statements
do not appear to disclose the existence of these limited
guarantees
nor describe the events or circumstances which would trigger the
lending bank to pursue the individual organizers if the Bank does
not
open.  Please revise your financial statement footnotes
accordingly.

Risk Factors - general

2. We note your response to comment 11, however, many of your risk
factor headings fail to state risks.  Instead, the headings merely
state factual circumstances.  For example, you state in one
heading:
"Any delay in beginning banking operations will result in
additional
losses."  This is a statement.  The risk would be: "there may be a
delay in beginning banking operations which will result in
additional
losses."  Similarly, "We have no operating history upon which to
base
an estimate of our future financial performance" and "We expect to
incur losses during our initial years of operations" are also
merely
statements and do not articulate the risk.  Please revise all
headings to reflect the risk posed to the investor.

We will face intense competition from a variety of competitors -
page
11

3. We note the added text in this section.  Please consider
removing
the first sentence in the last paragraph of this section because
it
detracts from the risk presented.  In addition, consider changing
the
second sentence to "If the bank is unable to compete...growth and
profitability will be adversely affected" unless the doubt you
have
reflected exists.

Our emphasis on commercial business and commercial real estate
lending may result in greater credit risk - page 12

4. We note your response to Comment 14.  Please consider breaking
out
the various loan classes and reflecting the increased risks of
construction and commercial lending compared to residential loans.
In addition, please consider changing "may result" to "will result
in
greater credit risk" because, as detailed in the subsection, the
risk
will be greater.

Organizational Expenses  -  page 23

5. We note the tabular presentation of incurred and budgeted
organizational expenses as well as your revisions on page 25
relating
to our prior comment 15.  Please supplementally provide us a table
or
schedule detailing actual and budgeted contracted services to be
provided by Bankmark & Financial Marketing Services.  Please
compare
and contrast why you believe certain items are classified as
offering
expenses which will be capitalized as opposed to period expenses
or
costs and the supporting authoritative literature you relied upon.

Management`s Discussion and Analysis of Financial Condition and
Plan
of Operations  -  page 24

6. We note your response to our prior comment 17, however, it is
not
clear where your MD&A was revised to include a discussion of SFAS
123R when adopted in future periods.  Therefore, we reissue our
prior
comment 17 and request that you please revise your MD&A
accordingly.

7. As a related matter, we note your response to our prior comment
17
with respect to adding disclosure of recently issued accounting
pronouncements into the financial statements.  GAAS address the
need
for the auditor to consider the adequacy of the disclosure of
impending changes in accounting principles if (a) the financial
statements have been prepared on the basis of accounting
principles
that were acceptable at the financial statement date but that will
not be acceptable in the future and (b) the financial statements
will
be restated in the future as a result of the change.  It would
seem
that recently issued accounting standards may constitute material
matters and, therefore, disclosure in the financial statements
should
also be considered in situations where the change to the new
accounting standard will be accounted for in financial statements
of
future periods, prospectively or with a cumulative catch-up
adjustment.  As such, please consider revising to include a
footnote
to your financial statements addressing the potential impact of
SFAS
123R upon adoption.

Financial Statements

Note 5 - Notes Payable to Organizers - page F-6

8. We note your response to our prior comment 33 in which you
state
that in the event the offering is not completed or the Bank does
not
open for business, you are not obligated to and do not intend to
issue the warrants.  Please revise to incorporate a statement to
that
effect into your footnote disclosure.

Note 7 - Commitments - page F-7

9. We note your response to our prior comment 34, however, your
disclosure does not seem to indicate the portion of the $216,000
incurred for consulting services that has been paid as of
September
30, 2004.  Therefore, we reissue our prior comment 34 and request
that you please revise footnote 7 accordingly.

Opinion - Exhibit 5.1

10. We note the opinion of Jenkins & Gilchrist, P.C. filed as
exhibit
5.1 opines to the legality of the common stock issued.  However,
Jenkins & Gilchrist has given no opinion as to the enforceability
of
the warrants you intend to issue.  Please provide the appropriate
opinion with regard to the warrants.

11. In the first paragraph of page 2, please delete assumption
(ii).
Jenkins & Gilchrist can not assume the premise upon which they
have
been asked to opine.

12. In the first paragraph of page 2, assumption (iii) assumes the
consideration for the shares exceeds the par value of the shares.
Jenkins & Gilchrist is able to determine whether the consideration
exceeds par value and can not rely on this assumption.  Please
delete
the reference to par value.

Form of Sunbelt Bancshares, Inc. Organizer`s Warrant Agreement -
Exhibit 10.3
Form of Sunbelt Bancshares, Inc. Shareholders` Warrant Agreement -
Exhibit 10.4

13. Please explain why the warrant agreements have been filed as
forms rather than fully executed agreements.

14. Please explain why the warrant agreements have been filed as
part
of Exhibit 10 rather than as part of Exhibit 4.

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 Lisa Haynes at (202) 824-5398 or John Nolan
at
(202) 942-1783 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) 942-1874 with any other
questions.

						Sincerely,

						Mark Webb
						Legal Branch Chief

cc:	Geoffrey S. Kay
	Jenkins & Gilchrist, PC
	1445 Ross Avenue, Suite 2900
	Dallas, TX 75202-2799

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