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CORRESP
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  Jenkens & Gilchrist

  A PROFESSIONAL CORPORATION

  CHICAGO, ILLINOIS

  (312) 425-3900

  401 CONGRESS AVENUE

  DALLAS, TEXAS

  SUITE 2500

  (214) 855-4500

  AUSTIN, TX 78701-3799

  HOUSTON, TEXAS

  (713) 951-3300

  (512) 499-3800

  Chet A. Fenimore

  FACSIMILE (512) 499-3810

  LOS ANGELES, CALIFORNIA

  (512) 499-3818

  (310) 820-8800

  cfenimore@jenkens.com

  www.jenkens.com

  PASADENA, CALIFORNIA

  (626) 578-7400

  SAN ANTONIO, TEXAS

  (210) 246-5000

  WASHINGTON, D.C.

  (202) 326-1500

September 14, 2005

Mr. Gregory Dundas

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.

  Amendment No. 1 to
  Form S-1, filed August 30, 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. 2 (“Amendment No. 2”) to the
Registration Statement on Form S-1 and the Company’s responses to your
letter, dated September 13, 2005 (the “Comment Letter”) related to
the comments of the staff (the “Staff”) of the Commission concerning
Amendment No. 1 (“Amendment No. 1”) to 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. 2.  The
references to page numbers in the headings are to Amendment
No. 1.  For your convenience and in
order to expedite your review, we have also included with this letter two
(2) copies of Amendment No. 2 as filed and two (2) copies of the
redlined version of Amendment No. 2 which is provided to show the
revisions that have been made since the filing of Amendment No. 1.

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.

Map

1.             The map on the inside cover page appears somewhat
difficult to read.  Please advise.

Subject to certain
limitations associated with filing in EDGAR, the resolution of the map has been
increased to make it easier to read.  In
addition, a copy of the map as it will appear in the final printed prospectus
is included in Tab 1 to this letter.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Allowance for Loan Losses, page 72

2.             We note your revised disclosure in response to comment
19 of our letter dated August 19, 2005.
Please revise to describe the general economic conditions and other
factors that impacted your determination of the amount of your unallocated
allowance for loan losses for each period presented.  Explain why your unallocated allowance as a
percentage of your total allowance remained relatively unchanged from 2003 to
2004 in light of your disclosure that asset quality improved primarily due to
improving business conditions and declining interest rates which increased
asset valuations.

The Company has revised
“Allowance for Loan Losses” on page 73 in response to the Staff’s
comment.  The Company has added a
specific cross reference to the section that discloses how the unallocated
portion of the allowance for loan losses is calculated.  The Company has also added specific
information to show the declining (improving) percentages of the unallocated
portion of its allowance for loan losses compared to total loans.

Underwriting, page 19

3.             We note your response to our prior comment 25.  Please advise us how “related persons,” as
used in the fourth paragraph, is being defined and consider adding clarifying
disclosure.

In response to the Staff’s
comment, page 119 has been revised to clarify the proposed participants in
the directed share program.

4.             We note that on the indication of Interest
Form for the Directed Share Program, participants are required to certify
that they have “received and read” the preliminary prospectus.  It is our position that investors should not
be required to certify to reading the prospectus.  Please revise this language.

The Indication of Interest
Form has been revised to remove the requirement that investors certify to
reading the prospectus.  Clean and
redlined copies of the Indication of Interest Form are included in Tab 2
to this letter.

2

Audited Financial Statements

Restructuring/Merger Expenses, page F-18

5.             We note your supplemental response to comment 32 of
our letter dated August 19, 2005.
Please tell us how you determined that consolidating your two separately
chartered banks into one chartered bank is considered a business combination
and not a restructuring.  Tell us how you
considered the applicability of EITF Issue 94-3 and SFAS 146.  If you conclude the combination of two
separately chartered banks was a restructuring of your existing business,
please revise your financial statements and footnote disclosures, as necessary,
to apply the guidance of EITF 94-3 and SFAS 146.

The response to comment 32
in our letter dated August 12, 2005 incorrectly stated that both the
restructuring and merger expenses incurred were accounted for in accordance
with SFAS No. 141, Business
Combinations.  While the
merger costs were accounted for in accordance with SFAS No. 141, Business Combinations, the restructuring costs associated
with the consolidation of the two charters were considered restructuring
charges and accounted for in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities.  As such, the Restructuring/Merger Expenses
footnote on page F-19 has been revised
to include all of the appropriate disclosures.

Note 4
– Loans and Allowance for Loan Losses, page F-21

6.             We note your response to comment 33 of our letter
dated August 19, 2005.  We also note
your disclosure on page 2 that you acquired Independent Bankshares (“IBK”)
in August 2000.  In light of your
disclosure that the discount is accreted into income over three years and the
acquisition date of IBK, it is not clear why you have a purchase discount
remaining as of December 31, 2004.
Please revise your disclosures to clarify.

In
response to the Staff’s comment, the Company has revised “Loans and Allowance
for Loan Losses” on page F-23
to reflect that the remaining life as of December 31, 2004 is three years.

If
you have any questions or comments regarding the enclosed materials, please
call me at (512) 499-3818,

  Very
  truly yours,

  /s/ Chet A. Fenimore

  Chet A.
  Fenimore

  cc:

  Tom C. Nichols, State National
  Bancshares, Inc.

  Charles E. Greef,
  Jenkens & Gilchrist, P.C.

  Frank Ed Bayouth, II, Skadden, Arps, Slate,
  Meagher & Flom, LLP

3

  JUN - 04

  BRANCH

  DEPOSITS

  MARKET

  COUNT

  IN MARKET

  ($000)

  Tarrant
  County Market *

  11

  455,589

  West Texas
  Market

  14

  429,967

  Rio Grande
  Market

  17

  486,125

  TOTAL

  42

* Includes
Heritage Branches

[KEEFE, BRUYETTE & WOODS, INC. LETTERHEAD]

[         ],
2005

Re:  State National Bancshares, Inc.

Ladies and Gentlemen:

In connection with the
recent filing with the Securities and Exchange Commission (“SEC”) of a
registration statement related to a proposed initial public offering (the “IPO”)
of common stock of State National Bancshares, Inc. (the “Company”), we are
sending you, at the Company’s request, a copy of the preliminary prospectus
included in the registration statement.

The Company has instructed
the underwriters to reserve up to [•]112,000 shares for purchase
by directors, officers, employees and related persons of the Company through a
directed share program (the “Directed Share Program”).  The Company has contracted Keefe, Bruyette
& Woods, Inc. (“Keefe”) to administer the Directed Share Program.  The Company may increase or decrease the
number of shares reserved for purchase in the Directed Share Program.  If the total number of shares to be sold in
the initial public offering increases or decreases, the number of shares
reserved for the Directed Share Program may be increased or decreased.

There is no obligation to
participate in the Directed Share Program.
However, should you wish to do so, please read carefully the enclosed
preliminary prospectus and the other enclosed materials.

If you wish to participate
in the Directed Share Program, you must indicate on the enclosed indication of
interest form the number of shares you are interested in purchasing.  A minimum purchase of 100 shares is
required.  Please note that we cannot
assure you that you will receive all or any of the shares that you may
request.  In addition, if you purchase
any shares in the Directed Share Program, please understand that you will not
be permitted to resell those shares, or any other shares of the Company that
you own on the effective date of the
registration statement or that you purchase in the Directed Share Program,
for at least 180 days following the
effective date.

Your indication of interest
involves no obligation or commitment of any kind.  Accordingly, if you submit the required
documentation indicating your interest in purchasing shares in the Directed
Share Program and if shares are allocated to you, you will be contacted by
Keefe after the registration statement relating to the shares has been declared
effective and the offering has been priced in order to confirm the purchase
price, number of shares allocated and other information.  Because your indication of interest is not a
binding commitment, you may withdraw your indication of interest when you are
asked by Keefe to confirm it, or at any earlier time.  If you confirm your intention to purchase, a
copy of the final prospectus and a written confirmation will be sent to you.

As indicated on the cover
page of the preliminary prospectus, it is currently anticipated that the
initial offering price will be between $____24.00 and $____26.00 per share; however, the
price range may change prior to the offering, and the actual price at which the
common stock is offered to the public may be higher or lower than this
range.  It is also currently anticipated
that the offering will price during the week of [•], 2005, and payment
for the shares will be due within three

business days (the “Settlement Date”) of such pricing
date. However, the pricing date of the offering could also change.

There is no obligation to
participate in this Directed Share Program; however, should you wish to do so,
please read carefully the enclosed preliminary prospectus relating to the
offering and the attached general information and procedures memorandum.

The
deadline for indications of interest is                          .  All indications of interest and other
required documents must be received by us no later than this date.

If you have any questions
regarding the offering or the Directed Share Program, please contact James
StevensTroy
Carlson or Andrea Kramer at Keefe at (212) 887-89388901 or (212) 887-8906.

Very
Truly Yours,

Keefe,
Bruyette & Woods, Inc.

Please be
advised that by sending these materials to you, neither the Company nor Keefe,
Bruyette & Woods, Inc. is soliciting or encouraging your purchase of the
Company’s shares or making any recommendations as to whether or not you should
participate in the offering and, if you participate, how many shares you should
purchase.

A registration statement relating to these
securities has been filed with the Securities and Exchange Commission but has
not yet become effective.  These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction.

No offer to buy the securities can be
accepted and no part of the purchase price can be received until the registration
statement has become effective, and any such offer may be withdrawn or revoked,
without obligation or commitment of any kind, at any time prior to notice of
its acceptance given after the effective date.
An indication of interest in response to this document will involve no
obligation or commitment of any kind.
Your indication of interest is not a binding commitment and may be
withdrawn when you are asked by Keefe, Bruyette & Woods, Inc. to confirm
your indication of interest after the effective date of the registration
statement or at any earlier time.

Investing
in new issues is speculative and carries a high degree of risk.  Your decision to invest in new issues should
be based on your independent review and consideration of your investment objectives,
risk tolerance, financial condition and other individual investment
considerations.  You are urged to read
the enclosed preliminary prospectus in its entirety and to consult with your
personal investment, tax and legal advisors.

GENERAL INFORMATION AND PROCEDURES

Enclosed
are the following documents relating to the Directed Share Program:

1.                                       INDICATION OF INTEREST FORM:  This
form is used to communicate the number of shares you would like to purchase.

2.                                       NASD IPO CERTIFICATION (NASD Rule 2790):  The
rules of the NASD may preclude you from purchasing shares through the Directed
Share Program.  Your completion of this
certification will help us to determine whether you are eligible to participate
in the program.

3.                                       NEW ACCOUNT INFORMATION FORM: To participate in the Directed Share
Program, you must have a Keefe brokerage account.  Completing this form will allow Keefe to open
an account for you.

4.                                       FORM W-9:  This form is required for
taxpayer identification and certification.

5.                                       VALID PHOTO I.D:
Driver’s License or Passport

If you wish to participate
in the Directed Share Program, all of the above documents must be either mailed
or faxed so that they are received no later than [•], 2005, to your
assigned Keefe, Bruyette & Woods contact person at:

  Keefe,
  Bruyette & Woods, Inc.

  787
  Seventh Avenue, 4th Floor

  New
  York, NY 10019

  Attention:  James StevensTroy Carlson or Andrea
  Kramer

  By
  Facsimile Transmission (with originals to follow): (212) 582-5405

  Confirm
  Receipt By Telephone:

  James StevensTroy Carlson (212) 887-89388901 or

  Andrea Kramer (212)
  887-8906

If you send the documents via facsimile, you
must call James StevensTroy Carlson (212-887-89388901) or Andrea Kramer

(212-887-8906) to confirm receipt.

FREQUENTLY ASKED QUESTIONS

Who is
eligible to participate in the Directed Share Program?

•          In connection with the offering, the Company has the option to direct a
certain number of shares to selected directors, officers, employees and related
persons of the Company.  You have been
designated by the Company as a person who may be able to purchase shares in the
offering.

•          Only those people designated by the Company are eligible to participate
in the Directed Share Program; you may not designate additional people to
participate.

•          You should be aware that, under rules of the NASD, Inc. (formerly, the “National
Association of Securities Dealers, Inc.”), you must satisfy certain eligibility
requirements in order to