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Chet A. Fenimore

(512) 499-3818
 cfenimore@jenkens.com
Jenkens & Gilchrist
 A PROFESSIONAL CORPORATION

401 CONGRESS AVENUE

SUITE 2500

AUSTIN, TX 78701-3799

(512) 499-3800

FACSIMILE (512) 499-3810

www.jenkens.com
CHICAGO, ILLINOIS

(312) 425-3900

DALLAS, TEXAS

(214) 855-4500

HOUSTON, TEXAS

(713) 951-3300

LOS ANGELES, CALIFORNIA

(310) 820-8800

PASADENA, CALIFORNIA

(626) 578-7400

SAN ANTONIO, TEXAS

(210) 246-5000

WASHINGTON, D.C.

(202) 326-1500

August 30,
2005

Ms. Jessica
Livingston

Senior Attorney

Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 408

100 F Street, NE

Washington, DC 20549

Re:
State National Bancshares, Inc.

Form S-1, filed July 21, 2005

File No. 333-126793

Ladies
and Gentlemen:

        On
behalf of our client, State National Bancshares, Inc. (the "Company"), we hereby file through EDGAR with the Securities and
Exchange Commission (the "Commission") a complete copy of Amendment No. 1 ("Amendment
No. 1") to the Registration Statement on Form S-1 (the "Form-S-1") and the
Company's responses to your letter, dated August 19, 2005 (the "Comment Letter") related to the comments of the staff (the
"Staff") of the Commission concerning the Company's Form S-1. Except as otherwise noted in this letter, the information provided in
response to the Comment Letter has been supplied by the Company, which is solely responsible for such information.

        For
your convenience, we have included the Staff's comments below and have keyed our responses accordingly. All references to page numbers in our discussion below each heading are to the
pages in Amendment No. 1. The references to page numbers in the headings are to the original Registration Statement on Form S-1. For your convenience and in order to expedite
your review, we have also included with this letter two (2) copies of Amendment No. 1 as filed and two (2) copies of the redlined version of Amendment No. 1 which is
provided to show the revisions that have been made since the filing of the original Registration Statement.

        The
Company acknowledges that it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any persons under the federal securities laws of the United
States.

General

        1.     Please provide a price range and fill in corresponding blanks as soon as possible.

        Amendment
No. 1 has been revised to include the price range and the corresponding blanks have been completed.

        2.     Please include the information required under Item 505 of Regulation S-K regarding determination of offering
price.

        In
response to the Staff's Comment, additional information regarding the determination of the offering price has been included on page 120 of Amendment No. 1.

        3.     In the next amendment, please include the graphics, maps, any photographs, and related captions as they will appear in the prospectus, or provide
them to us in draft form.

        A
map of the Company's bank branch locations has been added to Amendment No. 1 on what will be the inside cover of the prospectus. All graphics, maps, photographs, and related
captions are included in Amendment No. 1 as they will appear in the prospectus.

        4.     Please include the dealer prospectus delivery obligation statement found in Item 502 of Regulation S-K.

        The
dealer prospectus delivery obligation found in Item 502 of Regulation S-K has been included in Amendment No. 1 on what will be the back cover of the
prospectus.

The Offering, page 6

        5.     Please revise to clarify. Your statement that you "anticipate paying dividends in the future" is confusing following the statement that you expect
to begin payment of dividends beginning in 2006. Please delete or revise. Do the same in your disclosure on pages 17 and 20.

        Pages
6, 16 and 19 of Amendment No. 1 have been revised in response to the Staff's comment.

Risk Factors, page 10

        6.     Several of your risk factors are worded so generically that they could apply to any bank. Please revise them to describe the risk more
specifically with reference to the situation of the company. For example, the risk factor on page 12 entitled "Our profitability is vulnerable to interest rate fluctuations" could quantify the bank's
interest rate risk. We also note in this regard the risk factors entitled "Monetary policy and other economic factors..." and "We rely heavily on technology...."

        In
response to the Staff's comment, the risk factor appearing on page 12 of Amendment No. 1 regarding interest rate fluctuations has been revised to more specifically address the
Company's asset sensitive position as of June 30, 2005. In addition, the risk factors addressing monetary policy and technology have been deleted in their entirety, as the Company has
determined that its risk in these areas is no greater than that of any bank or bank holding company.

        7.     It appears that the company may have broad discretion over a large proportion of the proceeds. If true, please discuss this in a risk
factor.

        As
discussed in the response to comment 8 below, the Company has determined that it will use all of the net proceeds from the offering to fund the purchase price of Heritage Financial
Corporation. Thus, the Company does not believe that the suggested risk factor would be appropriate.

Use of Proceeds, page 20

        8.     Please disclose what portion of the purchase price of Heritage Financial will be funded by the proceeds of this offering.

        Pages
6 and 19 of Amendment No. 1 have been revised to reflect the Company's determination that it will use all of the net proceeds from the offering to fund the purchase price of
Heritage Financial Corporation.

2

        9.     Please be as specific as possible regarding the intended uses of the balance of the proceeds and quantify those uses to the extent practicable.
Disclose any current plans, intentions, arrangements, agreements, or understandings concerning specific acquisitions. We also note in this regard your disclosure regarding plans to open branches in
various parts of your market area, including Fort Worth and Lubbock.

        As
stated in the response to comment 8, all proceeds from the offering will be used to fund the purchase price of Heritage Financial Corporation.

Corporate Governance Principles and Board Matters

        10.   Please disclose whether each of the board members, apart from Messrs. Cosby, Nichols, and Volk would qualify as an independent director
under the NASD rules.

        Page
90 of Amendment No. 1 has been revised to state that all of the Company's board members, except Messrs. Cosby, Merlo, Nichols, and Volk, would qualify as an
independent director under the applicable rules of the Nasdaq National Stock Market. In addition, please note that, subsequent to the filing of the original Registration Statement, the Board appointed
three new members. Amendment No. 1 includes required information regarding the three new directors.

Unaudited Pro Forma Condensed Combined Financial Information, page 40

        11.   Please refer to Rule 11-01 of Regulation S X and provide us with your analysis of how you determined that you are not
required to provide pro forma financial information reflecting the pending acquisition of Heritage Financial Corporation.

        Pro
forma financial information for the Company's acquisition of Heritage Financial Corporation is not required because the acquisition of Heritage Financial Corporation does not
constitute an acquisition of a "significant business" pursuant to any of the three conditions set forth in Rule 1-02(w) of Regulation S-X.
Rule 11-01(b)(1) of Regulation S-X states that a business combination shall be considered significant if "[a] comparison of the most
recent annual financial statements of the business acquired or to be acquired and the registrant's most recent annual consolidated financial statements filed at or prior to the date of acquisition
indicates that the business would be a significant subsidiary pursuant to the conditions specified in Rule 1-02(w), substituting 20% for 10% each place it appears therein."

        Rule 1-02(w)
provides three conditions, any of which, if satisfied, would deem an acquired business "significant."

•The
first condition is satisfied if the registrant and its other subsidiaries' investments in and advances to the subsidiary exceed 20 percent of the total assets of
the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year. The aggregate consideration to be paid for Heritage Financial Corporation is
$53.5 million. The Company's total assets as of the fiscal year ended December 31, 2004 were $1,350,380,000. Thus, this condition is not satisfied as the total aggregate purchase price
for Heritage Financial Corporation is only approximately 3.96% of the Company's total assets.

•The
second condition is satisfied if the registrant's and its other subsidiaries' proportionate share of the total assets (after intercompany eliminations) of the subsidiary
exceeds 20 percent of the total assets of the registrant and its subsidiaries as of the end of the most recently completed fiscal year. Heritage Financial Corporation's total assets as of
December 31, 2004 were $238,484,964. The Company's total assets as of December 31, 2004 were $1,350,380,000. Thus, this condition is not satisfied as Heritage Financial Corporation's
total assets represent approximately 17.66% of the Company's total assets.

3

•The
third condition is satisfied if the registrant's and its other subsidiaries' equity in the income from continuing operations before income taxes, extraordinary items and
cumulative effect of any change in accounting principle of the subsidiary exceeds 20 percent of such income of the registrant and its subsidiaries consolidated for the most recently completed
fiscal year. Heritage Financial Corporation's income from continuing operations before income taxes, extraordinary items and cumulative effect of any change in accounting principle for the year ended
December 31, 2004 was $2,585,921. The Company's comparable income for the year ended December 31, 2004 was $19,672,000. Thus, this condition is not satisfied as Heritage Financial
Corporation's income represents 13.15% of the Company's income.

Management's Discussion and Analysis

Noninterest Income, page 48

        12.   We note your disclosure on page 49 that you sold your interest in the PULSE network during the three month period ended March 31, 2005.
Please revise to quantify and describe the nature of your previously held interest and the reasons why you sold your interest. Describe the impact, if any, on the terms of your sharing arrangements
with the Pulse automated teller machine system network.

        In
response to the Staff's comment, "Noninterest Income" on page 46 of Amendment No. 1 has been revised.

Loans, page 51

        13.   We note the various categories of real estate loans. Please disclose the percentage of real estate loans in each significant category and clarify
the percentage of "owner-occupied properties" that are one-to-four family properties.

        In
response to the Staff's comment, "Loans" beginning on pages 49 and 69 of Amendment No. 1 have been revised to address three separate subcategories of the real estate loan
category: "construction," "1-4 family," and "other." In addition, the Company has disclosed on page 50 of Amendment No. 1 that owner-occupied properties represented approximately
61% of 1-4 family real estate loans as of June 30, 2005.

        14.   Disclose the primary risks of each loan type, noting which are at higher risk. We note the risk disclosure on construction loans. The risks
associated with the other loan types do not appear to be discussed adequately or at all.

        "Lending
Activities" on pages 27 through 29 of Amendment No. 1. has been revised to disclose the risks associated with each loan type.

        15.   Please revise to separately present construction real estate loans and mortgage real estate loans for each period presented. Please similarly
revise your asset quality and allowance for loan losses disclosures. Refer to Items III and IV of Industry Guide 3.

        As
discussed in the response to comment 13, "Loans" beginning on pages 49 and 69 of Amendment No. 1 have been revised to address three separate subcategories of the real estate
loan category: "construction," "1-4 family," and "other." These same categories have been used in "Allowance for Loan Losses" beginning on page 53.

        16.   Please revise to describe the impact of your acquisition of Mercantile Bank on the composition of your loan portfolio and on asset quality for
2004 and into 2005.

        In
response to the Staff's comment, "Loans" beginning on page 69 of Amendment No. 1 and "Allowance for Loan Losses" beginning on page 72 have been revised to disclose that the
Mercantile Bank acquisition did not have a material impact on our loan composition or asset quality.

4

Allowance for Loan Losses, page 55

        17.   Please revise to clearly describe your systematic analysis and procedural discipline, required by FRR-28, for determining the amount
of your allowance for loan losses. Describe the following:

•How you determine the amount for each element (such as for specific loans, pools of loans, unallocated) of your allowance;

•Which types of loans are evaluated individually and which loans are evaluated as a group; and

•How you determine the loss factors you apply to your graded or pooled loans to develop a general allowance.

        The
Company has revised "Allowance for Loan Losses" beginning on pages 53 and 72 of Amendment No. 1 in response to the Staff's comment.

        18.   Please revise to quantify the amount of allowance for loan losses determined for each element (for specific loans, pools of loans, and
unallocated) of your allowance for each period presented.

        The
Company has revised "Allowance for Loan Losses" beginning on pages 53 and 72 of Amendment No. 1 in response to the Staff's comment.

        19.   Please revise to describe the general economic conditions and other internal and external risk factors in your individual markets that impacted
your determination of the amount of your unallocated allowance for loan losses for each period presented. Describe the reasons why more than half of your allowance for loan losses is unallocated
during the past three years and interim period ended March 31, 2005.

        The
Company has revised "Allowance for Loan Losses" beginning on pages 53 and 72 of Amendment No. 1 in response to the Staff's comment.

        20.   Please revise to describe the underlying reasons for changes in asset quality and other factors that impacted your determination of the provision
and allowance during each period presented.

        The
Company has revised "Allowance for Loan Losses" beginning on pages 53 and 72 of Amendment No. 1 in response to the Staff's comment.

For the Years Ended December 31, 2004, 2003 and 2002

        21.   Please revise to separately quantify the impact on financial condition and results of operations attributable to the acquisition of Mercantile
Bank.

        "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in Amendment No. 1 has been revised where appropriate to quantify the impact of the
Mercantile Bank acquisition.

Noninterest Expense, page 67

        22.   We note your disclosure that the increase in Noninterest expense was due to significant month to month expenses on foreclosed property offset by
a gain on assets that had been written off. When more than one factor is cited for discussing the reasons for changes in your financial c