SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0408

								May 23, 2006

Mr. John W. Allison
Chairman and Chief Executive Officer
Home Bancshares, Inc.
719 Harkrider
Conway, Arkansas 72032

Re: 	Home Bancshares, Inc.
      Amendment No. Two to Registration Statement on Form S-1
      Filed May 12, 2006
      File No. 333-132427

Dear Mr. Allison:

      We have reviewed your filings and have the following
comments.
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
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 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. As applicable, please amend your Form 10 in response to these
comments.

Note 5: Goodwill and Core Deposit Intangibles, page F-23
2. We note your response to prior comment 10.  We do not believe
that
the characterization of the disposal of the CBB branch in 2004 as
a
purchase price adjustment is appropriate.  Paragraph F1 of SFAS
141
specifies that the "allocation period ends when the acquiring
entity
is no longer waiting for information that it has arranged to
obtain
and that is known to be available or attainable."  We do not
believe
that the disposal of the branch represents part of your allocation
period as defined by paragraph F1, and we do not believe that you
can
retrospectively adjust your valuation.  Please revise your filing
to
account for the 2003 acquisition of CBB and the 2004 disposition
of
the branch operations as two separate and distinct accounting
events.

Note 10: Common Stock and Stock Compensation Plans, page F-28
3. We note from your disclosure that you expect your options to
have
a life of 13 years.  This appears to contradict your disclosure on
page 86, which states that the term of your options can not exceed
ten years from the date of the grant.  Please revise your filing
to
clarify this contradiction.

Note 16: Acquisitions, page F-34
4. We note your response to prior comment 11.  We do not believe
your
accounting treatment for the rent escalations, tied to the
consumer
price index, is consistent with the accounting principles
generally
accepted in the United States.  Please revise your financial
statements to reflect the accounting guidance in paragraph 11(n)
of
SFAS 29 or provide us your analysis of materiality of this error
for
all periods presented.

Exhibits
5. Please revise your letter regarding the unaudited financial
information provided by BKD, LLP, to file it as Exhibit 15.
Please
refer to Item 601(15) of Regulation S-K.

      * * * * * * * * * * * * *

      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 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 filing 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company and each filing person
acknowledging that:

* the company or filing person 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 or filing person 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.

      You may contact Margaret E. Fitzgerald at (202) 551-3556 or
Paul Ellis Cline at 202-551-3851 if you have questions regarding
comments on the financial statements and related matters.  Please
contact either Jonathan E. Gottlieb at (202) 551-3416 or me at
(202)
551-3448 with any other questions.

						Sincerely,

						Mark Webb
						Legal Branch Chief

cc. 	John S. Selig, Esquire
      Mitchell Williams, Selig, Gates & Woodyard, P.L.L.C.
      Suite 1800
      425 West Capitol Avenue
      Little Rock, Arkansas 72201

Mr. John W. Allison
Home Bancshares, Inc.
May 23, 2006
Page 1

</TEXT>
</DOCUMENT>