SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

        July 29, 2010

  Mr. C. Randall Sims
Chief Executive Officer
Home Banc shares, Inc.
719 Harkrider, Suite 100 Conway , Arkansas 72032

Re:  Home Bancshares, Inc.
Form 1 0-K for the year ended December 31, 2009, filed March 5, 2010
Schedule 1 4A, filed March 8 , 2010
Form 10- Q for the quarterly period ended March 31, 2010, filed May 10,
2010
File No. 000 -51904

Dear Mr.  Sims:

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the request ed information, or by advising us when you will provide the
requested response.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing  any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10- K for the Fiscal Year ended December 31, 2009
Business, page 3
Overview, page 3

1. Please provide to us and undertake to include in your future filings, a revised business section as required by Item 101 of Regulation S -K, to disclose the
following information:

Mr. C. Randall Sims
Home Banc shares, Inc.
July 2 9, 2010
Page 2

 • revise the first paragraph to discuss the amount of revenues, profit or loss and
total assets for each of your  last three fiscal years, as required by Item 101(b)
of Regulation S -K;
• revise the first paragraph in which you discuss the development of your
business to discuss the nature and results of any merger and the acquisition of
any amount of assets otherwise than in the ordinary course of business during the past five years, as required by Item 101(a)(1) of Regulation S -K;
•  revise the third paragraph in which you discuss the “broad range” of services
and customers to disclose, as required by Item 101(c)(1)(i), over 62 percent of
your loans are  commercial real estate. Disclose revenues from each of the two
states in which you operate and the percentage of your loans and deposits in each state; and
• address any changes in your business as a result of economic conditions in your market area and your financial condition including increases in defaults and foreclosures, and increases in the number and changes in the terms of loan modifications and restructurings as required by Item 101(c)(1).

Lending Activities,  page 7
2. Please provide to us and undertake to include in your future filings, revised disclosure as follows:
• disclose the amount of subprime, “alt A” loans, interest -only and option
adjustable rate loans ;
• disclose the amount of loans to entities located outside of your market areas of
Arkansas and Florida;
• revise the subsection entitled “Real Estate - Non-farm/Non -residential” to
provide significantly more detail including but not limited to explain ing your
statement, in the first sentence, that these loans  consist “primarily of lo ans
secured by real estate mortgages on income- producing properties” to disclose
the other types of loans that are included in this category;
• revise the subsection entitled “Real Estate - Construction/Land Development”
to provide si gnificantly more detail;
• revise the subsection entitled “Real Estate -Residential Mortgage” to provide
significantly more detail including but not limited to revis ing the third
sentence to quantify the percentage of your loans that are 1 -4 family
residential mortgages, the percentage that are home equity loans and the
percentage that are lines of credit; and
• revise the subsection entitled “ Commercial and Industrial” to provide more
detail including but not limited to disclos ing the percentage of loans for lines
of credit, inventory financing and letter of credit.

Mr. C. Randall Sims
Home Banc shares, Inc.
July 2 9, 2010
Page 3

 3. Please provide to us and undertake to include in your future filings, subsection
entitled “Lending Policies, ” on page 8, to provide more detail including, but not
limited to the following:
• discuss the extent t o which you have in the past and will in the  future verify
information provided by each borrower ( including assets, income  and credit
ratings ) and the ext ent which you made loans similar to those commonly
referred to as “no doc ,” or “stated income” loans ;
• disclose pursuant to Item 101(c)(1)(vii) the extent to which  you are dependent
on any individual customers/ entities or group of entities for deposits or  loans;
and
• describe your policy on modifying, restructuring or otherwise changing the terms, including extending the maturity date, of your loans and your policy on
making additional loans to borrowers who are not current in their payments .

In addi tion, please revise the last sentence of the subsection entitled “Loan
Approval Procedures” to di sclose the number of loans that you have in your loa n
portfol io that exceed the your lending limit of $20 million and disclose whether
there is any relationship bet ween the borrowers whether legal , business  or
personal.

Troubled Assets Relief Program. page 9
4. Please provide to us and undertake to include in your future filings, revision of your disclosure relating to the Troubled Asset Relief Program as follows:
• revise the first paragraph to disclose the reasons for your applying to receive
TARP funds from the Treasury , how you determined the amount of funds that
you  ne eded  and how you have used or plan to use the TARP funds;
•  revise the second paragraph to disclo se the aggregate dollar amount of your
obligations to pay dividends on the preferred stock per year  before and after
2014;
• revise the third and fifth paragraph s to provide detail regarding the “certain
registration rights” and the “executive compensation limitations” to which you refer and describe how you have changed your executive compensation in response ;
• revise the sixth paragraph to explain your reasons  for not repur chasing the
preferr ed stock and warrants from the U .S. Treasury given your subsequent
$107 million proceeds from an public offering of common stock and disclose any plans to repurchase the preferred stock and/or warrants ;
• discuss how your participation in TARP has or may in the future  impact the
holders of any outstanding senior classes of your securities  and the rights of
your existing common shareholders , including but not limited to dilut ion of
the interests of your existing common shareholders;

Mr. C. Randall Sims
Home Banc shares, Inc.
July 2 9, 2010
Page 4

 • discuss how your participation in TARP has or may in the future  require you
to expand your board of directors to accommodate Treasury Department
appointments to it; and
• discuss how your participation in TARP has or may in the future  impact how
you operate your company.

Risk Factors, page 17

5. We note that you have forty two risk factors on over  fourteen pages.  Please
provide to us and undertake to include in your future filings, revision of this section to comply with Item 503(c) of Regulation S -K.  Item 503(c) requires that
you disclose in this section “the most significant factors that make the offering speculative or risky.”   Item 503(c) explicitly directs: “Do not present risks that could apply to any issuer or any offering.”  Please delete those risk factors that do not comply with Item 503 including, but not limited to, the following:
• the fifth risk factor, which is on page 20, regarding the risks of market
volatility;
• the fifteenth risk factor, which is on page 23, regarding the risks of loss of key
officers;
• the twenty fourth risk factor, which is on page 26, regarding the risks of not
experiencing continued growth;
• the twenty seventh risk factor, which is on page 27, regarding the risks of
estimates in accounting;
• the twenty eighth  risk factor, which is on page 27, regarding the risks of
changes in accounting standards;
• the twenty ninth risk factor, which is on page 27, regarding the risks of internal controls not being effective;
• the thirtieth risk factor, which is on page 28, regarding the risks of natural disasters;
• the thirty fourth risk factor, which is on page 29, regarding the risks of your not paying dividends;
• the thirty fifth risk factor, which is on page 30, regarding the risks of the price
of your common stock fluctuating ;
• the thirty sixth risk factor, which is on page 30, regarding the risks of your
selling more common stock;
• the thirty seventh risk factor, which is on page 30, regarding the risks of anti -
takeover provisions; and
• the forty second risk factor, which is on page 32, regarding the risks of common stock not being an insured deposit.

In addition, please eliminate the duplication in risk factors one, three, and seven.

Mr. C. Randall Sims
Home Banc shares, Inc.
July 2 9, 2010
Page 5

 6. Please provide to us and undertake to include in your future filings, revision of
each risk factor to comply with the following requirements:
• Item 503(c) of Regulation S -K which requires you to “[e]xplain how the risk
affects the issuer;”
• Securities Act Release No. 33 -7497 which requires that you “place any risk
factor in context so investors can understand the specific risk as it applies to
your company and its operations ;”
• sample comment 34 to Staff Legal Bulletin No.7, which directs that you
provide the information investors need to “assess the magnitude” of each risk
and “explain why” each risk may result in a material adverse effect on you; and
• sample comment 38 to Staff Legal Bulletin No.7, which directs that you include  “specific disclosure of how your [operations] [financial condition]
[business] would be affected” by each risk.

Many of your risk factors merely state you “may be” or “could be” adversely affected without explaining why or how you may be affected and without
differentiating the magnitude of one risk from another.  Please identify the
specific impact and quantify each risk to the extent possible.    For instance, revise the eighth  risk factor, which is on page 21, to disclose the
risks from your decision to increase allowance for loan losses by only five percent from 2008 to 2009 despite continued adverse economic conditions in your market areas particular ly relating to real estate including commercia l real estate.
 For instance, revise the ninth risk factor, which is on page s 21-22, to discuss the
percentage of your loans that are to borrowers in the states of Arkansas and Florida and the risks from the lack of diversification.  Revise your description, in the third paragraph, of the consequences of failure of borrowers to make their payments may more than loan modification but may be foreclosure and loan
losses.  Revise the last sentence to describe the risks from your having 84.9 percent of your loans in real estate in two states given the real estate market in your market areas which s uffer from excess inventory, depressed sale prices and
low sales and when delinquencies and foreclosures on residential and commercial real estate loans remain high.

For instance, revise the twelfth risk factor, which is on page 23, regarding “concentrati on of exposure to a number of individual borrowers: to disclose the
number of individual borrowers and the amount of loans outstanding from each.

Mr. C. Randall Sims
Home Banc shares, Inc.
July 2 9, 2010
Page 6

 Non-Performing Assets, page 54

7. Please revise future filings to present your non- performing loans included within
your non -performing assets table on page 55 disaggregated by each loan type.
Please also provide us with this information as of June 30, 2010 and December
31, 2009.

8. We not e disclosure on page 55 that restructured loans were $35.2 million as of
December 31, 2009 and have further increased to $41.5 million as of March 31, 2010.  Please address the following:
• Clearly and comprehensively discuss your nonaccrual policies for res tructured
loans.
• Specifically disclose all the factors you consider at the time a loan is
restructured to determine whether the loan should accrue interest.
• For your troubled debt restructurings that accrue interest at the time the loan is restructured , please tell us in detail and disclose how you determine that the
loan has been restructured so as to be reasonably assured of repayment and of
performance according to the modified terms and is supported by a current, well-documented credit assessment of  the borrower’s financial condition and
prospects for repayment under the revised terms.
• For your troubled debt restructurings that accrue interest at the time the loan is
restructured, tell us and disclose whether you have charged -off any portion of
the loan.  If you have, please tell us how you concluded that repayment of
interest and principal contractually due on the entire debt is reasonably assured.
• Disclose how you determine whether the borrower has demonstrated repayment performance with modified terms.  Specifically disclose how many payments the borrower needs to make before returning a loan to accrual status.

9. We note your disclosure on page 55 that most of your restructured loans are to borrowers who continue to pay as agreed but have negoti ated a lower interest rate
due to general economic pressures rather than credit specific pressure.  Please revise future filings to quantify the type of concessions made on troubled debt restructurings (reduction in interest rate, payment extensions, forgi veness of
principal, etc) and discuss your success with the different types of concessions.  Please also provide us with this information as of June 30, 2010 and December 31, 2009.
Allowance for Loan Losses, page 56

10. We note the disclosures describing y our methodology for determining specific
allocations to a previously classified credit or relationship and that you had

Mr. C. Randall Sims
Home Banc shares, Inc.
July 2 9, 2010
Page 7

 approximately $51.9 million and $44.4 million of impaired loans as of March 31,
2010 and December 31, 2009, respectively.  We also note disclosure on page 93 that all of your impaired loans had designated reserves for possible loan losses.  As it relates to these loans, please tell us and revise your future filings, to include the following enhanced disclosures:
• The approximate amount or percentage of impaired loans for which the
Company relied on current third party appraisals of the collateral to assist in
measuring impairment versus those for which other collateral analysis was performed;
• The typical timing surrounding the recognition of  a collateral dependent
lending relationship and respective loans as nonperforming, when you order and receive an appraisal, and the subsequent recognition of any provision or related charge- off. In this regard, tell us if there have been any significant t ime
lapses during this process;
• In more detail, the procedures you perform to monitor these loans between the
receipt of an original appraisal and the updated appraisal;
• Whether you have charged -off an amount different from what was determined
to be the fa ir value of the collateral as presented in the appraisal for any period
presented.  If so, please tell us the amount of the difference and corresponding
reasons for the difference, as applicable;
• How you account for any partially charged- off loans subseque nt to receiving
an updated appraisal. In this regard, specifically tell us your policies regarding whether or not these loans return to performing or remain non- performing
status, in addition to whether or not any of the terms of the original loans have been modified (e.g. loan extension, changes to interest rates, etc); and
• In the event that you do not use external appraisals to fair value the underlying
c