SecProbe.io

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

DIVISION OF
  CORPORATION FINANCE

        August 8, 2013

Via E -mail

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

Re:  Home Banc Shares, Inc.
Registration Statement on Form S -4
Filed  July 12 , 2013
File No. 333-189930

Dear  Mr. Sims :

We have reviewed your registration statement  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 by amending your registration statement and
providing the requested information .  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 yo ur response.

After reviewing any amendment to your registration statement and the
information you provide in response to these  comments, we may have  additional
comments.

Form S -4

Prospectus Cover Page

1. Revise the cover page to identify the per share merger consideration that Home
Banc shares  will exchange  for each share of Liberty shares based upon the shares
outstanding as of the date that the merger was announced or some other recent
date.

Mr. C . Randall Sims
Home BancShares, Inc.
August 8, 2013
Page 2

 2. Revise the cover page to disclose that if Home Banc shares ’s share price increases
or decreases more than 25% comp ared to the $22.82 closing price on June 25,
2013 that either party can terminate the merger.

Summary page 7

3. Revise the section entitled “LBI” on page 7 to disclose audited revenues and
profit or loss for the past three fiscal years, so that investors are better able to
compare Liberty with the information provided for Home Bancshares in the
preceding section.

Unaudited Pro Forma Combined Consolidated Financial Information, page 32

4. Please revise the introductory paragraphs to clearly explain that the  pro forma
financial information reflects the impact of paying off the LBI SBLF preferred
stock as discussed in notes B and O.

5. Please revise to provide the financial information for Premier Bank, Heritage
Bank of Florida and Vision Bank for the period prior to your acquisition in the
pro forma income statement for 2012.

6. Please revise the notes to the pro forma balance sheet to present a preliminary
allocation of the purchase price in a tabular format, detailing fair value
adjustments to assets and liab ilities and the recognition of intangible assets.

The Merger, page 41

7. Please provide us with copies of any reports, presentations or other materials
provided by Raymond James to the Board of Home Bancshares and by
Sheshunoff & Co. to the Board of Libert y.

Dissenters Rights, page 43

8. Please revise your disclosure to clarify if an investor must vote against the
merger, or must simply not vote in favor of the merger, in order to exercise their
dissenters rights under Arkansas law.  Please refer to Item 18 of Form S -4 and
Item 3 of Schedule 14A.

Mr. C . Randall Sims
Home BancShares, Inc.
August 8, 2013
Page 3

 Opinion of LBI’s Financial Advisor, page 46

9. On page 47, you state that Sheshunoff was provided with information relating to
Home Bancshares ’s “business prospects” and “certain internal information
regarding Home Bancshares .”   In the first bullet point on page 54 you state that
Raymond James was provided   with internal projections for Liberty.  To the
extent that the earnings estimates, or any other information provided by Home
BancShares  to Liberty or its r epresentatives, or by Liberty to Home BancShares
or its representative, represents material nonpublic information, revise the
registration statement to disclose that information.

10. Revise your disclosure to clarify if Sheshunoff has had any other material
relationship with Liberty or Home Bancshares  during the preceding 2 years.
Please clarify if Sheshunoff received any compensation for any services provided
to Liberty or Home Bancshares , other than the amount paid for the fairness
opinion disclosed on page  52.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
– Allowance for Loan Losses, page 106

11. We observe from Note 3 to LBI’s interim financial statements on page F -12 and
Note 5 to LBI’s annual financial statements on  page F -39 that the allowance for
loan losses collectively evaluated as a percentage of loans collectively evaluated
for impairment has been consistently increasing from December 31, 2011 through
March 31, 2013.  Please tell us in detail and revise your fi ling to more
comprehensively discuss the reasons for this trend and its relationship with
observed changes in the credit quality of your collectively evaluated portfolio for
each period presented in your filing.

Please be as specific and detailed as neede d to provide an investor with a clear
understanding of the observed change in the credit quality of your collectively
evaluated loan portfolio and how this change, as well as any other key drivers,
impacted your collectively evaluated allowance for loan lo sses.  For instance,
discuss trends in the types of loans and related credit risk included in this
portfolio, trends in historical losses incorporated in your allowance methodology,
and trends observed in specific qualitative factors.

12. On page 95 you dis close that the unallocated component of the allowance for loan
losses is maintained to cover uncertainties that could affect management’s
estimate of probable losses and it reflects the margin of imprecision inherent in
the underlying assumptions used in t he methodologies for estimating specific and
general losses in the portfolio.  We also note that the unallocated component has

Mr. C . Randall Sims
Home BancShares, Inc.
August 8, 2013
Page 4

 fluctuated between representing 11% - 19% of the total allowance for loan losses
from December 31, 2011 to March 31, 2013.

Pleas e revise your MD&A to present additional granularity regarding the key
drivers in the variability of this amount.  Also discuss trends in the key drivers for
each period presented and how those key drivers impacted the amount recorded at
each period end pr esented.

Financial Statements

Note 3: Loans and Allowance for Loan Losses, page F -11

13. Please revise the impaired loans table for interim and annual periods to disclose
the amount of impaired loans, by class of financing receivable, for which there is
no specific allocation of the allowance for loan losses or if appropriate, disclose
that all impaired loans have an allowance for loan loss.  Refer to ASC 310 -10-50-
15(a)(3)(ii).

Exhibit 5.1 Opinion
Exhibit 8. 1 Tax Opinion

14. Please file each opinion  as soon as possible to facilitate staff review.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Se curities Act rules require.   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 t he event you request acceleration of the
effective date of the pending regist ration statement please provide  a written statement
from the company acknowledging that:
 should the Commission or the staff, acting pursuant to delegated authority,
declare the fi ling 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 staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Mr. C . Randall Sims
Home BancShares, Inc.
August 8, 2013
Page 5

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration
statement as 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 state ment.  Please allow adequate time  for us to review any
amendment prior to the requested effective date of the registration statement.

You may contact Michael  Volley  at (202) 551 -3437 or John P. Nolan, Senior
Assistant Chief Accountant at (202) 551 -3492 if you have questions regarding comments
on the financial statements and related matters.  You may contact either Jonathan E.
Gottlieb at (202) 551 -3416 or at (202) 551 -3419 with any other questions.

        Sincerely,

        /s/ Christian Windsor

 Christian Windsor
Special Counsel