SecProbe.io

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 Document HOME BANCSHARES, INC. P.O. Box 966 Conway, Arkansas 72033 January 29, 2026 Mr. Robert Arzonetti Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 VIA EDGAR TRANSMISSION Re: Home BancShares, Inc. Registration Statement on Form S-4 Filed January 13, 2026 File No. 333-292708 Dear Mr. Arzonetti: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Home BancShares, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to 4:00 p.m., Eastern Time, on January 30, 2026, or as soon thereafter as is practicable. We request that we be notified of the effectiveness of the Registration Statement by telephone call to Mr. Courtney Crouch at (501) 688-8822. Sincerely, HOME BANCSHARES, INC. /s/ Brian Davis Brian Davis Chief Financial Officer and Treasurer cc: C. Douglas Buford, Jr. Courtney C. Crouch, III Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 20, 2026

John W. Allison
Chief Executive Officer
Home BancShares, Inc.
719 Harkrider Street, Suite 100
Conway, AR 72032

 Re: Home BancShares, Inc.
 Registration Statement on Form S-4
 File No. 333-292708
 Filed January 13, 2026
Dear John W. Allison:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Courtney C. Crouch, III
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 20, 2024
Brian S. Davis
Chief Financial Officer
Home BancShares, Inc.
719 Harkrider, Suite 100
Conway, AR 72032
Re:Home BancShares, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-41093
Dear Brian S. Davis:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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Document

 425 West Capitol Avenue, Suite 1800
Little Rock, Arkansas 72201-3525

Telephone: 501-688-8800

Fax: 501-688-8807

May 10, 2024

Ms. Katharine Garrett

Mr. Michael Volley

Office of Finance

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

VIA EDGAR TRANSMISSION

Re:    Home BancShares, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

File No. 001-41093

Dear Sir or Madam:

The following is the response of Home BancShares, Inc. (the “Company”) to the Staff’s comments contained in your letter to Mr. Brian S. Davis, dated May 3, 2024.  We are authorized to submit this response on the Company’s behalf.  For convenient reference, this response letter duplicates the text of the enumerated Staff comments, as well as the headings contained in your letter.

Comments and Responses

Form 10-K for Fiscal Year Ended December 31, 2023

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations Loan Portfolio, page 59

1.    We note your disclosure on page 60 that commercial real estate (“CRE”) loans, including construction/land development loans and agricultural loans, comprised 56.7% and 56.3% of your total loans receivable at December 31, 2023 and 2022, respectively. We also note the statement that you generally “will loan up to 85% of the value of improved property, 65% of the value of raw land and 75% of the value of land to be acquired and developed.” Please revise your future periodic filings to further disaggregate the composition of your CRE loan portfolio at each period end to more clearly disclose material geographic and other concentrations to the extent material to an investor’s understanding of credit risk in your CRE loan portfolio.

Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.|Attorneys at Law

MitchellWilliamsLaw.com

Division of Corporation Finance

United States Securities and Exchange Commission

May 10, 2024

Page 2

Relevant other concentrations could include disaggregated disclosure by borrower/collateral type (e.g., office, hotel, multifamily, hotel, etc.), owner/non-owner occupied, average and range of loan-to-value ratios, etc.

Response:    The Company acknowledges the Staff’s comment and will revise its future filings to disaggregate the composition of the Company’s CRE loan portfolio to more clearly disclose material geographic and other concentrations to the extent the Company believes they are material to an investor’s understanding of credit risk in its CRE loan portfolio.

2.    In addition, we note your disclosure on page 27 that if there is a decline in economic conditions, if you fail to accurately evaluate the credit of your CRE loans when underwriting them, or if you do not continue to adequately monitor the performance of these CRE loans, your lending portfolio could experience delinquencies, defaults, and credit losses. Please revise your future periodic filings to clarify the specific risk management policies, procedures or other actions undertaken by management that address the current CRE environment.

Response:    The Company acknowledges the Staff’s comment and will revise its future filings to enhance its disclosure to more specifically describe the Company’s risk management policies, procedures or other actions undertaken by its management in response to the current CRE environment.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 89

3.    Please revise your future annual filings to present quantitative information related to your market risk for the prior fiscal year. Please also address material changes in your market risk exposures between the current and prior fiscal years. Refer to Item 305(a)(3) of Regulation S-K for guidance.

Response:    The Company acknowledges the Staff’s comment and will revise its future annual filings to include the quantitative information for the preceding fiscal year in accordance with Item 305(a)(3) of Regulation S-K, along with a discussion of the reasons for material quantitative changes, if any.

Division of Corporation Finance

United States Securities and Exchange Commission

May 10, 2024

Page 3

If you have any questions or require further information, please contact me at 501-688-8822 or ccrouch@mwlaw.com.

Sincerely,

MITCHELL, WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C.

By    /s/ Courtney C. Crouch, III

Courtney C. Crouch, III

CCC:lj

cc:    Mr. Brian S. Davis

United States securities and exchange commission logo
May 3, 2024
Brian S. Davis
Chief Financial Officer
Home BancShares, Inc.
719 Harkrider, Suite 100
Conway, AR 72032
Re:Home BancShares, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-41093
Dear Brian S. Davis:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Loan Portfolio, page 59
1.We note your disclosure on page 60 that commercial real estate (“CRE”) loans, including
construction/land development loans and agricultural loans, comprised 56.7% and 56.3%
of your total loans receivable at December 31, 2023 and 2022, respectively. We also note
the statement that you generally "will loan up to 85% of the value of improved property,
65% of the value of raw land and 75% of the value of land to be acquired and developed.”
Please revise your future periodic filings to further disaggregate the composition of your
CRE loan portfolio at each period end to more clearly disclose material geographic and
other concentrations to the extent material to an investor’s understanding of credit risk in
your CRE loan portfolio. Relevant other concentrations could include disaggregated
disclosure by borrower/collateral type (e.g., office, hotel, multifamily, hotel, etc.),
owner/non-owner occupied, average and range of loan-to-value ratios, etc.
2.In addition, we note your disclosure on page 27 that if there is a decline in economic
conditions, if you fail to accurately evaluate the credit of your CRE loans when

 FirstName LastNameBrian S. Davis
 Comapany NameHome BancShares, Inc.
 May 3, 2024 Page 2
 FirstName LastName
Brian S. Davis
Home BancShares, Inc.
May 3, 2024
Page 2
underwriting them, or if you do not continue to adequately monitor the performance of
these CRE loans, your lending portfolio could experience delinquencies, defaults, and
credit losses. Please revise your future periodic filings to clarify the specific risk
management policies, procedures or other actions undertaken by management that address
the current CRE environment.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 89
3.Please revise your future annual filings to present quantitative information related to your
market risk for the prior fiscal year. Please also address material changes in your market
risk exposures between the current and prior fiscal years. Refer to Item 305(a)(3) of
Regulation S-K for guidance.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Katharine Garrett at 202-551-2332 or Michael Volley at 202-551-3437
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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CORRESP

 HOME BANCSHARES, INC.

P.O. Box 966

 Conway, Arkansas
72033

 November 9, 2021

 Mr. Eric
Envall

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 VIA EDGAR
TRANSMISSION

Re:
 Home BancShares, Inc.

Registration Statement on Form S-4

Filed October 22, 2021

 File
No. 333-260446

 Dear Mr. Envall:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Home BancShares, Inc. (the “Company”) hereby requests that the
effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to 10:00 a.m., Eastern Time, on November 12, 2021, or as soon thereafter as is practicable.

We request that we be notified of the effectiveness of the Registration Statement by telephone call to Mr. Doug Buford at (501) 688-8866 or Mr. Courtney Crouch at (501) 688-8822.

Sincerely,

HOME BANCSHARES, INC.

/s/ Brian Davis

Brian Davis

Chief Financial Officer and Treasurer

cc:
 C. Douglas Buford, Jr.

Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.

United States securities and exchange commission logo
October 29, 2021
John Allison
Chief Executive Officer and President
Home BancShares, Inc.
719 Harkrider Street, Suite 100
Conway, AR 72032
Re:Home BancShares, Inc.
Registration Statement on Form S-4
Filed October 22, 2021
File No. 333-260446
Dear Mr. Allison:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
April 30, 2021
Brian S. Davis
Chief Financial Officer
Home Bancshares, Inc.
719 Harkrider, Suite 100
Conway, Arkansas 72032
Re:Home Bancshares, Inc.
Form 10-K Form for the Fiscal Year Ended December 31, 2020
Filed on February 26, 2021
Form 8-K filed January 21, 2021
File No. 000-51904
Dear Mr. Davis:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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homb-corresp.DOCX.htm

425 West Capitol Avenue, Suite 1800

Little Rock, Arkansas 72201-3525

Telephone 501-688-8800

Fax 501-688-8807

April 29, 2021

Ms. Becky Chow

Staff Accountant

Office of Finance

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C.  20549

VIA EDGAR TRANSMISSION

Re:

Home BancShares, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed on February 26, 2021

Form 8-K filed January 21, 2021

File No. 000-51904

Dear Ms. Chow:

The following is the response of Home BancShares, Inc. (the “Company”) to the Staff’s comments contained in your letter to Mr. Brian S. Davis, dated April 22, 2021.  We are authorized to submit this response on the Company’s behalf.  For convenient reference, this response letter duplicates the text of the enumerated Staff comment, as well as the headings contained in your letter.

Comments and Responses

Form 10-K filed February 26, 2021

Managements discussion and analysis of financial condition and results of operations

Non-GAAP Financial Measurements, page 87

1.

We note you present Non-GAAP Financial Measurements in your periodic filings and your Form 8-K earnings release. For example, In your 2020 10-K, you exclude from Table 24 Earnings, as adjusted, and other ancillary Non-GAAP presentations that follow on pages 88 through 90, $102.1 million for provision for credit losses on loans due to the impacts of COVID-19. You also exclude $17.0 million in unfunded commitments expense which you state was due to an increase in the expected funding percentages for the Company’s unfunded commitments as well as an increase in the unemployment rate projections from January 1, 2020 to December 31, 2020, due to COVID-19. It appears these performance measures, which exclude a portion of the provision for credit losses in addition to the unfunded commitments expense, substitute individually tailored recognition and measurement methods for those of GAAP and could violate Rule 100(b) of Regulation G. Refer to Question 100.04 of the Non-GAAP Financial Measures

Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. | Attorneys at Law

MitchellWilliamsLaw.com

Office of Finance

United States Securities and Exchange Commission

April 29, 2021

Page 2

Compliance and Disclosure Interpretations, which is available on our website at: http://www.sec.gov/divisions/corpafinance/guidance/nongaapinterp.htm.  Please refrain from disclosing these performance measures, or any other similar non-GAAP performance measures that exclude all or a portion of the provision for credit losses and any unfunded commitments expense using individually tailored recognition and measurement methods in future filings.

Response:  The Company acknowledges the Staff’s comment and confirms that it will refrain from disclosing non-GAAP performance measures that exclude all or a portion of the provision for credit losses and any unfunded commitments expense using individually tailored recognition and measurement methods in future filings.

If you have any questions or require further information, please contact me at (501) 688-8822 or ccrouch@mwlaw.com.

Sincerely,

mitchell, williams, selig,

gates & woodyard, p.l.l.c.

By/s/ Courtney C. Crouch, III

Courtney C. Crouch, III

CCC:jmc

cc:Mr. Brian S. Davis

Mr. John Nolan

United States securities and exchange commission logo
April 22, 2021
Brian S. Davis
Chief Financial Officer
Home Bancshares, Inc.
719 Harkrider, Suite 100
Conway, Arkansas 72032
Re:Home Bancshares, Inc.
Form 10-K Form for the Fiscal Year Ended December 31, 2020
Filed on February 26, 2021
Form 8-K filed January 21, 2021
File No. 000-51904
Dear Mr. Davis:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K filed February 26, 2021
Managements discussion and analysis of financial condition and results of operations
Non-GAAP Financial Measurements, page 87
1.We note you present Non-GAAP Financial Measurements in your periodic filings and
your Form 8-K earnings release.  For example, In your 2020 10-K, you exclude from
Table 24 Earnings, as adjusted, and other ancillary Non-GAAP presentations that follow
on pages 88 through 90, $102.1 million for provision for credit losses on loans due to the
impacts of COVID-19.  You also exclude $17.0 million in unfunded commitments
expense which you state was due to an increase in the expected funding percentages for
the Company’s unfunded commitments as well as an increase in the unemployment rate
projections from January 1, 2020 to December 31, 2020, due to COVID-19.  It appears
these performance measures, which exclude a portion of the provision for credit losses in
addition to the unfunded commitments expense, substitute individually tailored

 FirstName LastNameBrian S.  Davis
 Comapany NameHome Bancshares, Inc.
 April 22, 2021 Page 2
 FirstName LastName
Brian S.  Davis
Home Bancshares, Inc.
April 22, 2021
Page 2
recognition and measurement methods for those of GAAP and could violate Rule 100(b)
of Regulation G. Refer to Question 100.04 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations, which is available on our website at:
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm. Please refrain from
disclosing these performance measures, or any other similar non-GAAP performance
measures that exclude all or a portion of the provision for credit losses and any unfunded
commitments expense using individually tailored recognition and measurement methods
in future filings.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Becky Chow, Staff Accountant, at (202) 551-6524 or John
Nolan, Senior Advisor, at (202) 551-3492 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

Mail Stop 4720
April 11, 2018

Mr. Brian S. Davis
Chief Financial Officer
Home Bancshares, Inc.
719 Harkrider, Suite 100
Conway, Arkansas 72032

Re: Home Bancshares, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 27, 2018
File No. 000 -51904

Dear Mr. Davis :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

/s/ Michael Volley

Michael Volley
Staff Accountant
Office of Financial Services

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SEC Comment Letter

 425 WEST CAPITOL AVENUE, SUITE 1800

LITTLE ROCK, ARKANSAS 72201-3525

TELEPHONE 501-688-8800

FAX 501-688-8807

April 10, 2018

 Mr. Michael Volley

 Staff Accountant

 Office of Financial Services

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Mail Stop 4720

 Washington, D.C.
20549

 VIA EDGAR TRANSMISSION

Re:
Home BancShares, Inc.

 Form 10-K for Fiscal Year Ended
December 31, 2017

 Filed February 28, 2018

File No. 000-51904

Dear Mr. Volley:

 The following is the
response of Home BancShares, Inc. (“Home BancShares” or the “Company”) to the Staff’s comments contained in your letter to Mr. Brian S. Davis, dated March 28, 2018. For convenient reference, this response
letter duplicates the text of each enumerated Staff comment, as well as the headings contained in your letter.

 Comments and Responses

 Form 10-K for Fiscal Year Ended December 31, 2017

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Measurements, page 91

1.
We note your non-GAAP presentations on page 92 of Average Contractual Yield on Loans, Average Contractual Cost of Deposits, and Net Interest Margin exclude the impact of
purchase accounting. It appears that disclosing financial metrics simply excluding the impact of purchase accounting represents an individually tailored recognition and measurement method which could result in a misleading financial metric that
violates Rule 100(b) of Regulation G. Please refer to Question 100.04 of the Compliance and Disclosure Interpretations for guidance. Therefore, in future filings, including Forms 8-K, please do not disclose
financial metrics that exclude the impact of purchase accounting.

 Response: The Company acknowledges the
Staff’s comment. As we discussed by telephone conference, the Company has included the referenced non-GAAP financial metrics in its disclosures as a result of questions received over the years from
shareholders, investors and analysts regarding the

 MITCHELL,
WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C. | ATTORNEYS AT LAW

MITCHELLWILLIAMSLAW.COM

Mr. Michael Volley

 Office of Financial Services

United States Securities and Exchange Commission

 April 10,
2018

  Page
 2

Company’s financial performance relative to its peers and the impact of purchase accounting on its reported financial results. Because of the Company’s numerous historical acquisitions,
the Company believes this information provides investors, analysts and users of its financial statements with greater insight into the Company’s financial and operating results and thus is useful in evaluating the Company’s ongoing
performance relative to its peers. The Company does not believe the referenced financial metrics are misleading in violation of Rule 100(b) of Regulation G. However, in light of the Staff’s comment and based on our discussion with the Staff,
the Company will revise its future filings, including Forms 8-K, to no longer disclose financial metrics that exclude purchase accounting. Specifically, the Company will omit the metrics of Average Contractual
Yield on Loans, Average Contractual Cost of Deposits, and Net Interest Margin (Non-GAAP) from its narrative and tabular disclosures in such future filings. The Company instead plans to describe any purchase
accounting adjustment amounts included within certain GAAP financial metrics, where applicable.

2.
We note your presentation of numerous non-GAAP measures labeled as “core” or providing adjustments for
“non-fundamental” and “non-core” items. Please revise future filings to change the name of these non-GAAP
measures and corresponding adjusted items to more accurately reflect its content. In this regard, the use of the word “core” or “non-fundamental” implies you are referring to your most
central or essential operations and results. Adjusting for merger costs and gains and for provisions for and recoveries of loan losses, etc. implies that credit losses, credit recoveries, and acquisitions are not an inherent part of your core
operations. We believe it would be appropriate to use a more descriptive title to describe these non-GAAP measures, perhaps eliminating the use of the word “core” and
“non-fundamental” in its entirety.

 Response: The Company
acknowledges the Staff’s comment and will revise its future filings to no longer use the words “core,” “non-core” and
“non-fundamental” in labeling its non-GAAP financial measures or in describing adjustments to its GAAP financial measures. The Company intends to use the terms
“adjusted,” “as adjusted,” or similar terms that are more descriptive of the non-GAAP measure or the adjustments the Company is presenting.

If you have any questions or require further information, please contact me at (501) 688-8866 or
dbuford@mwlaw.com.

 Sincerely,

MITCHELL, WILLIAMS, SELIG,

 GATES & WOODYARD,
P.L.L.C.

By

/s/ C. Douglas Buford, Jr.

C. Douglas Buford, Jr.

 CDB:jc

cc:
Mr. Brian S. Davis

 Mr. John Spitz

Mail Stop 4720
March 28, 2018

Mr. Brian S. Davis
Chief Financial Officer
Home Bancshares, Inc.
719 Harkrider, Suite 100
Conway, Arkansas 72032

Re: Home Bancshares, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 27, 2018
File No. 000-51904

Dear Mr. Davis :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2 017

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Non-GAAP Measurements, page 91

1. We note your non -GAAP presentations on page 92 of Average Contractual Yield on Loans,
Average Contractual Cost of Deposits, and Net Interest Margin exclude the impact of
purchase accounting.   It appears that disclosing financial metrics simply excluding the impact
of purchase accounting represents an individually tailored recognition and measurement
method which could result in  a misleading financial metric that violates Rule 100(b) of
Regulation G.   Please refer to Question 100.04 of the Compliance and Disclosure
Interpretations for guidance.   Therefore, in future filings, including Forms 8 -K, please do not
disclose financial m etrics that exclude the impact of purchase accounting.

Mr. Brian S. Davis
Home Bancshares, Inc.
March 28, 2018
Page 2

 2. We note your presentation of numerous non -GAAP measures labeled as “core” or providing
adjustments for “non -fundamental” and “non -core” items.   Please revise future filings to
change the name of these  non-GAAP measures and corresponding adjusted items to more
accurately reflect its content.   In this regard, the use of the word “core” or “non -fundamental”
implies you are referring to your most central or essential operations and results.   Adjusting
for merger costs and gains and for provisions for and recoveries of loan losses, etc. implies
that credit losses, credit recoveries, and acquisitions are not an inherent part of your core
operations.   We believe it would be appropriate to use a more descriptiv e title to describe
these non -GAAP measures, perhaps eliminating the use of the word “core” and “non -
fundamental” in its entirety.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwit hstanding any review, comments, action or absence of
action by the staff.

You may contact  John Spitz, Staff Accountant at (202) 551 -3484  or me at (202) 551 -
3437  with any questions.

Sincerely,

 /s/ Michael Volley

Michael Volley
Staff Accountant
Office of Financial Services

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Acceleration Request

 HOME BANCSHARES, INC.

P.O. Box 966

 Conway, Arkansas
72033

 August 17, 2017

Ms. Erin E. Martin

 Special Counsel, Office of
Financial Services

 Division of Corporation Finance

 United
States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 VIA EDGAR
TRANSMISSION

Re:
Home BancShares, Inc.

Registration Statement on Form S-4

Filed May 9, 2017

File No. 333-217789

 Dear Ms. Martin:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Home BancShares, Inc. (the “Company”) hereby requests that the
effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to 10:00 a.m., Eastern Time, on August 21, 2017, or as soon thereafter as is practicable.

We request that we be notified of the effectiveness of the Registration Statement by telephone call to Mr. Doug Buford at (501) 688-8866 or Mr. Courtney Crouch at (501) 688-8822.

Sincerely,

HOME BANCSHARES, INC.

/s/ Brian Davis

 Brian Davis

 Chief Financial Officer
and Treasurer

cc:
C. Douglas Buford, Jr.

Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.

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Response Letter

 H. MAURICE MITCHELL (1925-2011)

WILLIAM H.L. WOODYARD, III

(1945-2014)

MICHELE ALLGOOD

 JOHN
K. BAKER

 SHERRY P. BARTLEY

TRAV BAXTER

 R. T.
BEARD, III

 BENJAMIN D. BRENNER1

 JASON T. BROWNING

MICHELLE L. BROWNING

JOHN S. BRYANT

 C.
DOUGLAS BUFORD, JR.

 BURNIE
BURNER2

 FREDERICK K.
CAMPBELL3

 CHARLES B.
CLIETT, JR.4

 ADRIA W. CONKLIN5

 KEN COOK

COURTNEY C. CROUCH, III

ELISABETH S.
DELARGY6

 JILL
GRIMSLEY DREWYOR7

JANE W. DUKE

 DOAK
FOSTER3

 BYRON FREELAND

KAREN P. FREEMAN5

ALLAN GATES3

KATHLYN GRAVES

 HAROLD
W. HAMLIN

 MEGAN D. HARGRAVES

L. KYLE HEFFLEY8

BEN D. JACKSON

 ANTON
L. JANIK, JR. 9

 WENDY L. JOHNSON

MARGARET A. JOHNSTON

 M.
SAMUEL JONES III

 JOHN ALAN LEWIS

D. NICOLE LOVELL

AMANDA L. MACLENNAN2

 WALTER E. MAY

BRUCE MCCANDLESS III10

CHRISTOPHER A. MCNULTY

LANCE R. MILLER

 STUART
P. MILLER

 T. ARK MONROE, III3

JENNIFER R. PIERCE

BRIAN A. PIPKIN

CHRISTOPHER D. PLUMLEE

JULIE M.
POMERANTZ11

425 WEST CAPITOL AVENUE, SUITE 1800

LITTLE ROCK, ARKANSAS 72201-3525

TELEPHONE 501-688-8800

FAX 501-688-8807

 SCOTT PROVENCHER

LYN P. PRUITT

CHRISTOPHER T. ROGERS

J. SCOTT SCHALLHORN

12BARRY G. SKOLNICK

3DERRICK W. SMITH

STAN D. SMITH

MANDY L. STANTON

ZACHARY T. STEADMAN

CLAYBORNE S. STONE

3JEFFREY THOMAS

MARY CATHERINE WAY

WALTER G. WRIGHT, JR.

MATT BRUNSON

8BRYCE G. CRAWFORD

13LAUREN N. DILIZIA

ASHLEY L. GILL

DAVID F. KOEHLER

14BETHANY N. MARSHALL

2REBECCA PATEL

BRITTANY H. PETTINGILL

KENDRA PRUITT

 15SAINABOU M. SONKO

GRAHAM C. TALLEY

COUNSEL

JOHN E. ALEXANDER

MELISSA BANDY

16DAVID N. BLACKORBY

CRAIG R. COCKRELL

MORRIL H. HARRIMAN, JR

5MARTHA MCKENZIE HILL

17GINGER HYNEMAN

KELLY MARCHAND

18NATHAN A. READ

2STANTON K. STRICKLAND

ALBERT J. THOMAS III

OF COUNSEL

W. CHRISTOPHER BARRIER

JOSEPH W. GELZINE

DONALD H. HENRY

19HERMANN IVESTER

ANNE S. PARKER

JOHN S. SELIG

MARCELLA J. TAYLOR

RICHARD A. WILLIAMS

 1 ADMITTED IN CALIFORNIA AND ARKANSAS

2 ONLY ADMITTED IN TEXAS

3 ADMITTED IN DISTRICT OF COLUMBIA AND ARKANSAS

4 ADMITTED IN ARIZONA, TEXAS AND ARKANSAS

5 ADMITTED IN TEXAS AND ARKANSAS

6 ADMITTED IN TENNESSEE AND TEXAS

7 ADMITTED IN OKLAHOMA, MISSOURI AND ARKANSAS

8 ADMITTED IN MISSOURI AND ARKANSAS

9 ADMITTED IN COLORADO AND ARKANSAS

10 ADMITTED IN DISTRICT OF COLUMBIA,
NEW YORK, AND TEXAS

 WRITER’S
DIRECT DIAL

 501-688-8866

 June 16, 2017

11 ADMITTED IN GEORGIA AND TEXAS

12 ADMITTED IN NEW YORK AND
PENNSYLVANIA

13 ADMITTED IN ALABAMA AND TEXAS

14 ADMITTED IN OKLAHOMA AND ARKANSAS

15 ADMITTED IN ARKANSAS, GEORGIA, NEW
JERSEY, AND NEW YORK

 16 ADMITTED IN
ARKANSAS, ARIZONA, OREGON, AND TEXAS

 17 ADMITTED
IN TENNESSEE AND ARKANSAS

 18 ADMITTED IN
ARKANSAS, NEW JERSEY, AND PENNSYLVANIA

19 ADMITTED IN THE U.S. PATENT AND
TRADEMARK OFFICE AND ARKANSAS

 ALL
OTHERS ADMITTED ONLY IN ARKANSAS

 Ms. Erin E. Martin

Special Counsel, Office of Financial Services

 Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Home BancShares, Inc.

Registration Statement on Form S-4

Filed May 9, 2017

File No. 333-217789

 Dear Ms. Martin:

The following is the response of Home BancShares, Inc. (“HBI” or the “Company”) to the Staff’s comments contained in
your letter to Mr. Brian S. Davis, dated June 5, 2017. For convenient reference, this response letter duplicates the text of the enumerated Staff comment, as well as the heading contained in your letter.

Amendment No. 1 to the referenced Registration Statement on Form S-4 has been transmitted via
EDGAR on the date of this response letter. Where appropriate, the responses below refer to specific pages or sections of Amendment No. 1.

 Ms. Erin E. Martin

United States Securities and Exchange Commission

 June 16, 2017

  Page
 2

 Comments and Responses

Cover Page

1.
Please disclose the closing prices of HBI common stock and SGB common stock on March 27, 2017, the last trading day before the merger was announced, and as of a latest practicable date.

Response: We have revised the prospectus cover page of Amendment No. 1 to include the requested disclosures.

Opinion of Hovde Group, LLC, Financial Advisor to SGB, page 47

2.
Please quantify the fee SGB paid to Hovde when it rendered its fairness opinion and the completion fee to be paid to Hovde upon the closing of the merger transaction. Refer to Item 4(b) of Form S-4 and Item 1015(b)(4) of Regulation M-A.

Response: We have revised the referenced portion of the prospectus to include the requested disclosures. See page 51 of Amendment
No. 1.

 Opinion of RBC Capital Markets, LLC, Financial Advisor to HBI, page 55

3.
We note your disclosure that HBI’s management provided to RBCCM certain financial projections and forecasts of HBI, SGB and the combined post-merger company. Please revise to disclose these projections and
forecasts or provide us an analysis supporting your determination that disclosure of such information is not material to the analyses performed by RBCCM in reaching its opinion that the merger consideration was fair from a financial point of
view.

 Response: We have added the requested disclosure and a related risk factor to the prospectus. See pages 35
and 66 of Amendment No. 1.

 Documents Incorporated by Reference, page 113

4.
We note that you have incorporated by reference certain filings made by SGB with the FDIC. Please provide us with your analysis as to the eligibility of the SGB to incorporate by reference into the Form S-4, or revise your disclosure accordingly. In this regard, we refer you to General Instruction B.1 to Form S-4.

Response: The Company respectfully submits that Stonegate Bank (“SGB”) meets both the eligibility requirements of General
Instruction I.A. of Form S-3 and the minimum public float

 Ms. Erin E. Martin

United States Securities and Exchange Commission

 June 16, 2017

  Page
 3

requirement of General Instruction I.B.1. of Form S-3, and therefore, SGB meets the requirements of General Instruction B.1.a. of Form S-4 with respect to incorporation by reference into the Form S-4.

General Instruction I.A. of Form S-3 requires a registrant to meet certain conditions in order to be
eligible to use Form S-3. The first of these conditions, set forth in General Instruction I.A.1. of Form S-3, is that “[t]he registrant is organized under the laws
of the United States or any State or Territory or the District of Columbia and has its principal business operations in the United States or its territories.” SGB is organized under the laws of and has its principal business operations in the
state of Florida in the United States, and thus meets the first condition for Form S-3 eligibility.

The second applicable condition, set forth in General Instruction I.A.2. of Form S-3, requires that
“[t]he registrant has a class of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) or a class of equity securities registered pursuant to Section 12(g) of the Exchange
Act or is required to file reports pursuant to Section 15(d) of the Exchange Act.” SGB is regulated in part by 12 CFR § 335 et. seq. (“Part 335”), which was issued by the Federal Deposit Insurance Corporation (the
“FDIC”) under section 12(i) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applies to all securities of FDIC-insured State nonmember banks, including SGB. Part 335 cross-references to the Exchange
Act regulations and requires the filing of the applicable forms and schedules. Indeed, 12 CFR § 335.211 states, “Persons with securities subject to registration under Exchange Act sections 12(b) and 12(g), required to report under Exchange
Act section 13, and subject to this part shall follow the applicable and currently effective SEC regulations issued under section 12(b) of the Exchange Act as codified at 17 CFR part 240.” In addition, 12 CFR § 335.221(a) states, “The
applicable forms for registration of securities and similar matters are codified in 17 CFR part 249. All forms shall be filed with the FDIC as appropriate and shall be titled with the name of the FDIC instead of the SEC.” As a result, SGB files
the same Exchange Act reports pursuant to the same Exchange Act rules as those filed with the SEC by other registrants with a class of securities registered pursuant to Section 12(b) of the Exchange Act. The only difference is that SGB is
required to publicly file them with FDIC via FDIC Connect, as the FDIC does not participate in the SEC’s EDGAR electronic filing program. All information filed under Part 335 regarding a registered security is available for public inspection at
the FDIC, Accounting and Securities Disclosure Section, Division of Risk Management Supervision, 550 17th Street, N.W., Washington, D.C. 20429. In addition, prior to being listed on the NASDAQ Global Select Market under the symbol “SGBK,”
SGB filed a registration statement on Form 10 with the FDIC on March 28, 2014, as amended on May 8, 2014, to register its shares of common stock, $5.00 par value per share (“SGB Common Stock”), pursuant to Section 12(b) of
the Exchange Act. Therefore, SGB meets this condition.

 Ms. Erin E. Martin

United States Securities and Exchange Commission

 June 16, 2017

  Page
 4

 The third applicable condition, set forth in General Instruction I.A.3. of Form S-3, requires that SGB:

 (a)     has been subject to the requirements
of Section 12 or 15(d) of the Exchange Act and has filed all the material required to be filed pursuant to Section 13, 14 or 15(d) for a period of at least twelve calendar months immediately preceding the filing of the registration
statement on this Form; and

 (b)     has filed in a timely manner all reports required to be filed
during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement, other than a report that is required solely pursuant to Item 1.01, 1.02, 1.04, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of
Form 8-K (17 CFR 249.308).

 As noted previously, SGB Common Stock is registered under
Section 12(b) of the Exchange Act. In accordance with 12 CFR § 335.211, since the registration of SGB Common Stock in May 2014, SGB has been required to report under Section 13 of the Exchange Act, and subject to such, follows the
applicable and currently effective SEC regulations issued under section 12(b) of the Exchange Act as codified at 17 CFR part 240. SGB has confirmed to the Company that it has filed all the material required to be filed pursuant to Section 13,
14 or 15(d) of the Exchange Act for a period of at least twelve calendar months immediately preceding the filing of the Form S-4 and has timely filed all reports (other than those excepted in General
Instruction I.A.3.(b)) required to be filed during the twelve calendar months and any portion of a month immediately preceding the filing of the Form S-4. As such, SGB meets this condition.

The fourth applicable condition, set forth in General Instruction I.A.4. of Form S-3, requires that
“[n]either the registrant nor any of its consolidated or unconsolidated subsidiaries have, since the end of the last fiscal year for which certified financial statements of the registrant and its consolidated subsidiaries were included in a
report filed pursuant to Section 13(a) or 15(d) of the Exchange Act: (a) failed to pay any dividend or sinking fund installment on preferred stock; or (b) defaulted (i) on any installment or installments on indebtedness for borrowed
money, or (ii) on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of the registrant and its consolidated and unconsolidated subsidiaries, taken as a whole.” SGB has
confirmed to the Company that it is in compliance with this condition.

 The remaining conditions of General Instruction I.A. of Form S-3 are not applicable to SGB. SBG is not a foreign issuer so as to be subject to General Instruction I.A.5. of Form S-3, nor is SGB is successor registrant so as to be
subject to General Instruction I.A.6. of Form S-3. General Instruction I.A.7. of Form S-3 applies only to “a registrant subject to the electronic filing
requirements of Rule 101 of Regulation S-T” (“Rule 101”). 17 CFR § 232.100 states that only the following are subject to the electronic filing requirements of part 232, and thus Rule 101:

 Ms. Erin E. Martin

United States Securities and Exchange Commission

 June 16, 2017

  Page
 5

 (a)     Registrants and other entities whose filings are
subject to review by the Division of Corporation Finance;

 (b)     Registrants whose filings are
subject to review by the Division of Investment Management;

 (c)     Persons or entities whose filings
are subject to review by the Division of Market Regulation; and

 (d)     Any party (including natural
persons) that files a document jointly with, or as a third party filer with respect to, a person or entity that is subject to mandated electronic filing requirements.

Pursuant to section 12(i) of the Exchange Act and 12 CFR § 335.101, the FDIC is vested with the powers, functions, and duties of the
Securities and Exchange Commission (the “SEC”) to administer and enforce sections 10A(m), 12, 13, 14(a), 14(c), 14(d), 14(f), and 16 of the Exchange Act regarding State nonmember banks with one or more classes of securities subject to the
registration provisions of sections 12(b) or 12(g) of the Exchange Act. Thus, SGB’s filings are not subject to review any of the aforementioned divisions of the SEC, outside of this Form S-4 filing.

In addition to meeting the eligibility requirements of I.A.1. of Form S-3, SGB also meets the minimum
float requirements of General Instruction I.B.1 of Form S-3. General Instruction I.B.1 of Form S-3 requires “[t]hat the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant is $75 million or more.” The aggregate market value of the SGB Common Stock held by non-affiliates of SGB on June 30, 2016, the date on which SGB’s public float was calculated for purposes of determining its accelerated filer status for 2017 and as reported in SGB’s Annual Report on
Form 10-K for the year ended December 31, 2016, was approximately $378,984,882.

 Finally,
neither the Form S-4 instructions, 17 CFR § 230.411, nor 17 CFR § 240.12b-23 expressly limit incorporation by reference only to those filings made with the
SEC. SGB’s Exchange Act filings are publicly available and made under the same requirements as other SEC registrants, the only difference being the public location of SGB’s Exchange Act filings. Additionally, we note that other SEC
registrants have incorporated FDIC filings in similar instances in the past. See the preliminary merger proxy statement and the definitive merger proxy statement filed by Franklin Financial Corporation (“Franklin”) with the SEC on
September 12, 2014 and October 24, 2014, respectively (collectively, the “Franklin Proxy Statement”), in

 Ms. Erin E. Martin

United States Securities and Exchange Commission

 June 16, 2017

  Page
 6

connection with the merger of Franklin with and into TowneBank. The Franklin Proxy Statement incorporates by reference certain TowneBank Exchange Act filings that TowneBank filed with the FDIC
under Part 335.

 Based on the foregoing analysis, we respectfully submit to the Staff that SGB is eligible to incorporate by reference
into the Form S-4.

 Exhibit 8.1 – Form of Opinion of Mitchell, Williams, Selig, Gates &
Woodyard

5.
We note counsel’s statement that it has “conclusively assumed that neither you nor your counsel knows of any reason why the opinions set forth herein may be incorrect.” Please remove this statement or
tell us why counsel believes this assumption is appropriate.

 Response: We have revised the form of opinion to
remove this statement. See Exhibit 8.1 to Am

Mail Stop 4720

June 5, 2017

Brian S. Davis
Chief Financial Officer
Home BancShares, Inc.
719 Harkrider Street, Suite 100
Conway, AR  72032

Re: Home BancShares, Inc.
Registration Statement on Form S -4
Filed May 9, 2017
  File No. 333-217789

Dear Mr. Davis :

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Cover Page

1. Please disclose the closing prices of HBI common stock and SGB common stock on
March  27, 2017, the last trading day before the merger was announced, and as of a latest
practicable date.

Opinion of Hovde Grou p, LLC, Financial Advisor to SGB, page 47

2. Please quantify the fee SGB  paid to Hovde when it rendered its fairness opinion and the
completion fee to be paid to Hovde upon the closing of the merger transaction.  Refer to
Item 4(b) of Form S -4 and Item 1015( b)(4) of Regulation M -A.

Brian S. Davis
Home BancShares, Inc.
June 5, 2017
Page 2

Opinion of RBC Capital Markets, LLC, Financial Advisor to HBI, page 55

3. We note your disclosure that HBI’s management provided to RBCCM certain financial
projections and forecasts of HBI, SGB and the combined post -merger company.  Please
revise to disclose these projections and forecasts or provide us an analysis supporting
your determination that disclosure of such information is not material to the analyses
performed by RBCCM in reaching its opinion that the merger consi deration was fair
from a financial point of view.

Documents Incorporated by Reference, page 113

4. We note that you have incorporated by reference certain filings made by SGB with the
FDIC.  Please provide us with your analysis as to the eligibility of the S GB to incorporate
by reference into the Form S -4, or revise your disclosure accordingly.  In this regard, we
refer you to General Instruction B.1 to Form S -4.

Exhibit 8.1 - Form of Opinion of Mitchell, Williams, Selig, Gates & Woodyard

5. We note counsel’s statement that it has “ conclusively assumed that neither you nor your
counsel knows of any reason why the opinions set forth herein may be incorrect .”  Please
remove this statement or tell us why counsel believes this assumption is appropriate.

6. We note th e statement in the third to last paragraph of the tax opinion that “ [t]he
foregoing opinions are for the exclusive reliance by HBI and Centennial. ”  Please file a
revised opinion that does not state or imply that investors are not entitled to rely on the
opinion.  Please refer to Section III.D.1 of Staff Legal Bulletin No. 19  for guidance.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Brian S. Davis
Home BancShares, Inc.
June 5, 2017
Page 3

Please contact David Lin at (202) 551 -3552  or me at (202) 551 -3391 with any questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

cc: C. Douglas Buford, Jr., Esq.

Mail Stop 4720

April  24, 2017

Brian Davis
Chief Financial Officer
Home Bancshares, Inc.
719 Harkrider, Suite 100
Conway, Arkansas 72032

Re: Home Bancshares, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2016
Filed February 28, 2017
File No. 000 -51904

Dear Mr. Davis:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ John P. Nolan

John P. Nolan
Senior Assistant Chief Accountant
Office of Financial Services

CORRESP
1
filename1.htm

CORRESP

 April 14, 2017

Mr. John P. Nolan

 Senior Assistant Chief Accountant

 Office of Financial Services

 United States Securities and
Exchange Commission

 100 F Street N.E.

 Mail Stop 4720

Washington, DC 20549

Re:
Home BancShares, Inc.

Form 10-K for Fiscal Year Ended December 31, 2016

Filed February 28, 2017

Form 8-K Filed January 19, 2017

File No. 000-51904

 Dear Mr. Nolan:

The following amends and supplements our letter, dated March 29, 2017, on behalf of Home BancShares, Inc. (“Home BancShares” or
the “Company”), in response to the Staff’s comments contained in your letter to Mr. Brian Davis, dated March 15, 2017. Specifically, this letter amends and supplements the Company’s response to the Staff’s first
comment contained in your March 15, 2017 letter based on the Company’s recent discussions with the Staff. The Company’s response to the Staff’s second comment remains unchanged and therefore has been omitted from this letter. For
convenient reference, the text of the enumerated Staff comment, as well as the heading contained in your letter, is duplicated below.

 Comment and Response

Form 10-K

 Non-GAAP Financial Measurements,
page 88

1.
Please tell us how you considered whether the non-GAAP measure “Allowance for loan losses plus discount for credit losses on purchased loans to total loans plus discount for credit losses on purchased
loans” uses an individually tailored recognition and measurement method which could violate Rule 100(b) of Regulation G. Please refer to Question 100.04 of the Compliance and Disclosure Interpretations for guidance.

Response: As previously discussed with the Staff, the Company will remove from all future filings the non-GAAP financial measure
referenced in the Staff’s comment, including the related tabular disclosure as presented in Table 32 on page 90 of the Company’s December 31, 2016 Form 10-K. The Company intends to continue to disclose in its future filings the
balance of total purchased loans reported plus the discount on such purchased loans but will omit any disclosure of the above-referenced non-GAAP financial measure.

If you have any questions or require further information, please contact me at (501) 688-8866 or dbuford@mwlaw.com.

Sincerely,

MITCHELL, WILLIAMS, SELIG,

GATES & WOODYARD, P.L.L.C.

By

/s/ C. Douglas Buford, Jr.

C. Douglas Buford, Jr.

 CDB:dw

cc:
Mr. Brian Davis

Mr. Michael Volley

CORRESP
1
filename1.htm

Response Letter

 H. MAURICE MITCHELL

(1925-2011)

 WILLIAM H.L. WOODYARD,
III

 (1945-2014)

MICHELE ALLGOOD

 JOHN
K. BAKER

 SHERRY P. BARTLEY

TRAV BAXTER

 R. T.
BEARD, III

 BENJAMIN D. BRENNER1

 JASON T. BROWNING

MICHELLE L. BROWNING

JOHN S. BRYANT

 C.
DOUGLAS BUFORD, JR.

 BURNIE
BURNER2

 FREDERICK K.
CAMPBELL3

 CHARLES B.
CLIETT, JR.4

 ADRIA W. CONKLIN5

 KEN COOK

COURTNEY C. CROUCH, III

ELISABETH S. DELARGY6

 JILL GRIMSLEY
DREWYOR7

 JANE W.
DUKE

 DOAK FOSTER3

 BYRON FREELAND

KAREN P. FREEMAN5

ALLAN GATES3

KATHLYN GRAVES

 HAROLD
W. HAMLIN

 MEGAN D. HARGRAVES

L. KYLE HEFFLEY8

BEN D. JACKSON

 ANTON
L. JANIK, JR. 9

 WENDY L. JOHNSON

MARGARET A. JOHNSTON

 M.
SAMUEL JONES III

 JOHN ALAN LEWIS

D. NICOLE LOVELL

AMANDA L. MACLENNAN2

 WALTER E. MAY

BRUCE MCCANDLESS III10

CHRISTOPHER A. MCNULTY

LANCE R. MILLER

 STUART
P. MILLER

 T. ARK MONROE, III3

JENNIFER R. PIERCE

BRIAN A. PIPKIN

CHRISTOPHER D. PLUMLEE

JULIE M.
POMERANTZ11

425 WEST CAPITOL AVENUE, SUITE 1800

LITTLE ROCK, ARKANSAS 72201-3525

TELEPHONE 501-688-8800

FAX 501-688-8807

 SCOTT PROVENCHER

LYN P. PRUITT

CHRISTOPHER T. ROGERS

J. SCOTT SCHALLHORN

12BARRY G. SKOLNICK

3DERRICK W. SMITH

STAN D. SMITH

MANDY L. STANTON

ZACHARY T. STEADMAN

CLAYBORNE S. STONE

3JEFFREY THOMAS

MARY CATHERINE WAY

WALTER G. WRIGHT, JR.

5TOD YESLOW

 MATT BRUNSON

8BRYCE G. CRAWFORD

14LAUREN DILIZIA

2LANA L. FREEMAN

ASHLEY L. GILL

DAVID F. KOEHLER

13BETHANY N. MARSHALL

2REBECCA PATEL

BRITTANY H. PETTINGILL

KENDRA PRUITT

 15SAINABOU M. SONKO

GRAHAM C. TALLEY

COUNSEL

JOHN E. ALEXANDER

MELISSA BANDY

16DAVID N. BLACKORBY

CRAIG R. COCKRELL

MORRIL H. HARRIMAN, JR

5MARTHA MCKENZIE HILL

17GINGER HYNEMAN

KELLY MARCHAND

18NATHAN A. READ

2STANTON K. STRICKLAND

ALBERT J. THOMAS III

OF COUNSEL

W. CHRISTOPHER BARRIER

JOSEPH W. GELZINE

DONALD H. HENRY

19HERMANN IVESTER

ANNE S. PARKER

JOHN S. SELIG

MARCELLA J. TAYLOR

RICHARD A. WILLIAMS

 1 ADMITTED IN CALIFORNIA AND ARKANSAS

2 ONLY ADMITTED IN TEXAS

3 ADMITTED IN DISTRICT OF COLUMBIA AND ARKANSAS

4 ADMITTED IN ARIZONA, TEXAS AND ARKANSAS

5 ADMITTED IN TEXAS AND ARKANSAS

6 ADMITTED IN TENNESSEE AND TEXAS

7 ADMITTED IN OKLAHOMA, MISSOURI AND ARKANSAS

8 ADMITTED IN MISSOURI AND ARKANSAS

9 ADMITTED IN COLORADO AND ARKANSAS

10 ADMITTED IN DISTRICT OF COLUMBIA, NEW YORK,
AND TEXAS

 WRITER’S DIRECT DIAL

501-688-8866

March 29, 2017

 11 ADMITTED IN GEORGIA AND
TEXAS

 12 ADMITTED IN NEW YORK AND
PENNSYLVANIA

 13 ADMITTED IN OKLAHOMA AND
ARKANSAS

 14 ADMITTED IN ALABAMA AND TEXAS

15 ADMITTED IN GEORGIA, NEW JERSEY, AND
NEW YORK

 16 ADMITTED IN ARKANSAS, ARIZONA,
OREGON, AND TEXAS

 17 ADMITTED IN TENNESSEE
AND ARKANSAS

 18 ADMITTED IN ARKANSAS, NEW
JERSEY, AND PENNSYLVANIA

 19 ADMITTED IN THE U.S.
PATENT AND TRADEMARK OFFICE AND ARKANSAS

ALL OTHERS ADMITTED ONLY IN ARKANSAS

 Mr. John P. Nolan

Senior Assistant Chief Accountant

 Office of Financial Services

 United States Securities and Exchange Commission

 100 F
Street N.E.

 Mail Stop 4720

 Washington, DC 20549

Re:
Home BancShares, Inc.

 Form 10-K for Fiscal Year Ended
December 31, 2016

 Filed February 28, 2017

Form 8-K Filed January 19, 2017

File No. 000-51904

Dear Mr. Nolan:

 The following is the
response of Home BancShares, Inc. (“Home BancShares” or the “Company”) to the Staff’s comments contained in your letter to Mr. Brian Davis, dated March 15, 2017. For convenient reference, this response letter
duplicates the text of the enumerated Staff comment, as well as the heading contained in your letter.

 MITCHELL,
WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C. | ATTORNEYS AT LAW

MITCHELLWILLIAMSLAW.COM

 Mr. John P. Nolan

Senior Assistant Chief Accountant

 March 29, 2017

 Page
 2

 Comments and Responses

Form 10-K

Non-GAAP Financial Measurements, page 88

1.
Please tell us how you considered whether the non-GAAP measure “Allowance for loan losses plus discount for credit losses on purchased loans to total loans plus discount
for credit losses on purchased loans” uses an individually tailored recognition and measurement method which could violate Rule 100(b) of Regulation G. Please refer to Question 100.04 of the Compliance and Disclosure Interpretations for
guidance.

 Response: The Company acknowledges the Staff’s comment and confirms that it has reviewed and
considered Rule 100(b) of Regulation G and Question 100.04 of the Compliance and Disclosure Interpretations (“C&DI’s”) updated on May 17, 2016.

The Company believes that certain non-GAAP measures and ratios disclosed in Table 32 on page 90 of the
Company’s December 31, 2016 Form 10-K, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding our “allowance for loan losses
to total loans receivable ratio” and that investors benefit from referring to this non-GAAP measurement in assessing our asset quality. The non-GAAP measurement
referenced in the Staff’s comments has been included in the Company’s Form 10-K as a result of questions received from investors regarding the impact of purchase accounting on the Company’s
“allowance for loan losses to total loans receivable ratio.” Specifically, because of the Company’s significant number of historical acquisitions, investors have inquired how the “allowance for loan losses to total loans
receivable ratio” has been impacted by the projected credit losses which were recorded as a discount on purchased loans during the fair value adjustments recognized in purchase accounting. For financial assets the Company has purchased in its
acquisitions, GAAP requires a discount embedded in the purchase price that is attributable to the expected credit losses at the date of acquisition. Because the discount for credit losses on purchased loans is not applied to the allowance for loan
losses, investors have indicated and the Company believes it is useful information to show the same accounting, on a non-GAAP basis, as if applied to all loans receivable, including those acquired in a
business combination.

 For the reasons described above, the Company believes the non-GAAP
measurement identified by the Staff in its comment is currently presented in a manner that provides valuable supplemental information to help investors better understand the Company’s asset quality and is not misleading when taken together with
the information accompanying such measurement. Therefore the Company believes its current presentation is in compliance with Question 100.04 of the C&DI’s and Rule 100(b) of Regulation G.

 MITCHELL,
WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C. | ATTORNEYS AT LAW

MITCHELLWILLIAMSLAW.COM

 Mr. John P. Nolan

Senior Assistant Chief Accountant

 March 29, 2017

 Page
 3

 The Company also respectfully notes that its disclosure regarding this non-GAAP measure was the subject of prior Staff comments dated May 16, 2013 and June 28, 2013, and the Company’s current disclosure, including Table 32 of the Company’s Management’s
Discussion and Analysis of Financial Condition and Results of Operation included in its Form 10-K for the year ended December 31, 2016, is based on the Company’s responses to the Staff dated
June 11, 2013 and July 5, 2013, respectively. Excerpts from the Company’s June 11, 2013 and July 5, 2013 response letters to the Staff, including the text of each applicable enumerated Staff comment and the Company’s
response, are provided in Exhibits A and B, respectively, attached hereto.

 Form 8-K Filed
January 19, 2017 – Exhibit 99.1

2.
Please revise future Form 8-K filings in which you present non-GAAP financial measures to disclose the information required in Rule
100(a) of Regulation G and Item 10(e)(1)(i) of Regulation S-K.

 Response:
The Company will revise its future Form 8-K filings in which it presents non-GAAP financial measures to disclose the information required in Rule 100(a) of
Regulation G and Item 10(e)(1)(i) of Regulation S-K.

 If you have any questions or require further
information, please contact me at (501) 688-8866 or dbuford@mwlaw.com.

Sincerely,

 MITCHELL, WILLIAMS, SELIG,

GATES & WOODYARD, P.L.L.C.

By

/s/ C. Douglas Buford, Jr.

C. Douglas Buford, Jr.

 CDB:dw

cc:
Mr. Brian Davis

 Mr. Michael Volley

 MITCHELL,
WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C. | ATTORNEYS AT LAW

MITCHELLWILLIAMSLAW.COM

 Exhibit A

Excerpt from June 11, 2013 Response Letter

Table 14: Analysis of Allowance for Loan Losses for Non-Covered Loans, page 72

6.
We note your disclosure of the “allowance for loan losses for non-covered loans plus discount for credit losses on non-covered
loans acquired to total non-covered loans plus discount for credit losses on non-covered loans acquired.” Please consider removing this credit metric in future
filings or tell us why you believe the discount for credit losses on acquired loans is relevant to non-acquired loans in order to make this ratio meaningful. In other words, this ratio
makes it appear that the discount for credit losses on acquired loans is available for credit losses on non-acquired loans.

Response: We believe this presentation is an informative number to investors, and it was not our intention to make it appear that the
discount for credit losses on acquired loans is available for credit losses on non-acquired loans. As a result, we propose to improve the disclosure by expanding it to include the components of how it is
calculated. We will include the new disclosure set forth below in “Management’s Discussion and Analysis of Financial Condition and Results of Operation” (“MD&A”) under the
“Non-GAAP Financial Measurements” section.

 We also plan to reference the new disclosure
under “Table 14: Analysis of Allowance for Loan Losses for Non-Covered Loans” by stating, “See ‘Management’s Discussion and Analysis of Financial Condition and Results of
Operation—Table 28,’ for the non-GAAP tabular reconciliation.”

 The following
revised disclosure will be included in future filings:

 We have $569.7 million of purchased
non-covered loans, which includes $81.7 million of discount for credit losses on non-covered loans acquired at December 31, 2012. For purchased credit-impaired
financial assets, GAAP requires a discount embedded in the purchase price that is attributable to the expected credit losses at the date of acquisition, which is a different approach from
non-purchased-credit-impaired assets. While the discount for credit losses purchased on non-covered loans is not available for credit losses on non-purchased non-covered loans, management believes it is useful information to show the same accounting as if applied to all loans, including those acquired in a business
combination. Therefore, management believes the allowance for loan losses for non-covered loans plus discount for credit losses on non-covered loans acquired to total non-covered loans plus discount for credit losses on non-covered loans acquired is useful in evaluating our company. This calculation, which is similar to the GAAP calculation
of allowance for loan losses for non-covered loans to total non-covered loans, is presented in Table 28 below.

[Table follows on next page.]

 MITCHELL,
WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C. | ATTORNEYS AT LAW

MITCHELLWILLIAMSLAW.COM

 Table 28: Allowance for Loan Losses for Non-Covered
Loans to Total Non-Covered Loans

As of December 31, 2012

Non-Covered
Loans

Purchased
Non-
Covered
Loans

Total

(Dollars in thousands)

 Loan balance reported (A)

$
1,843,249

$
487,950

$
2,331,199

 Loan balance reported plus discount (B)

1,843,249

569,667

2,412,916

 Allowance for loan losses for non-covered loans
(C)

$
45,170

$
—

$
45,170

 Discount for credit losses on non-covered loans acquired
(D)

—

81,717

81,717

 Total allowance for loan losses for non-covered loans plus
discount for credit losses on non-covered loans acquired (E)

$
45,170

$
81,717

$
126,887

 Allowance for loan losses for non-covered loans to total non-covered loans (C/A)

2.45
%

N/A

1.94
%

 Discount for credit losses on non-covered loans
acquired to non-covered loans acquired plus discount for credit losses on non-covered loans acquired (D/B)

N/A

14.34
%

N/A

 Allowance for loan losses for non-covered loans plus
discount for credit losses on non-covered loans acquired to total non-covered loans plus discount for credit losses on
non-covered loans acquired (E/B)

N/A

N/A

5.26
%

 Note: Discount for credit losses on acquired loans are accounted for on a pool by pool basis and are not available to cover
credit losses on non-acquired loans or other pools.

 MITCHELL,
WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C. | ATTORNEYS AT LAW

MITCHELLWILLIAMSLAW.COM

 Exhibit B

Excerpt from July 5, 2013 Response Letter

Table 14: Analysis of Allowance for Loan Losses for Non-Covered Loans, page 72

2.
We note your response to comment 6 in your letter dated June 11, 2013, and especially your statement that it is not your intention to make it appear that the discount for credit losses on acquired loans is
available for credit losses on non-acquired loans. We do not believe aggregating the allowance for loan losses and the discount for credit losses on acquired loans and expressing the amount as a single credit
metric is appropriate. Therefore, please remove this credit metric in future filings. We do not object to disclosing the information in the first two columns of the proposed Table 28.

Response: In the past, the Company has received comments from investors that they have trouble comparing our bank with other banks with
no acquisitions. Since the purchase accounting rules are so different for originated loans versus purchased loans, this credit metric is a useful tool to help investors bridge the gap between the two sets of rules. We will remove this credit metric
from Table 14: Analysis of Allowance for Loan Losses for Non-Covered Loans. However, after addressing the staff’s recommended improvements in the previous correspondence, this credit metric is now clearly
labeled as to its calculation, use and availability. As a result, we believe it is appropriate to disclose this credit metric in the Non-GAAP section of our future filings.

 MITCHELL,
WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C. | ATTORNEYS AT LAW

MITCHELLWILLIAMSLAW.COM

Mail Stop 4720

March  15, 2017

Brian Davis
Chief Financial Officer
Home Bancshares, Inc.
719 Harkrider, Suite 100
Conway, Arkansas 72032

Re: Home Bancshares, Inc.
 Form 10-K for Fiscal Year Ended December  31, 2016
Filed February  28, 2017
Form 8 -K Filed January 19, 2017
File No. 0 00-51904

Dear Mr.  Davis :

We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possibl e when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K

Non-GAAP Financial M easurements, page 88

1. Please tell us how you considered whether the non -GAAP measure “Allowance for loan
losses plus discount for credit losses on purchased loans to total loans plus discount for
credit losses on purchased loans” uses an individually tailo red recognition and
measurement method which could violate Rule 100(b) of Regulation G.  Please refer to
Question 100.04 of the Compliance and Disclosure Interpretations for guidance.

Brian Davis
Home Bancshares, Inc.
March  15, 2017
Page 2

 Form 8 -K Filed January 19, 2017 – Exhibit 99.1

2. Please revise futur e Form 8 -K filings in which you present non -GAAP financial measures
to disclose the information required in Rule 100(a) of Regulation G and Item 10(e)(1)(i)
of Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Michael Volley, Staff Accountant, at 20 2-551-3437 or me at 202 -551-
3492 with any questions.

Sincerely,

 /s/ John P. Nolan

John P. Nolan
Senior Assistant Chief Accountant
Office of Financial Services

CORRESP
1
filename1.htm

Acceleration Request

 HOME BANCSHARES, INC.

P.O. Box 966

 Conway, Arkansas
72033

 January 17, 2017

Mr. Michael Clampitt

 Division of Corporation Finance

U. S. Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

 VIA EDGAR
TRANSMISSION

Re:
Home BancShares, Inc.

 Registration Statement on Form S-4

Filed December 7, 2016

 File
No. 333-214957

 Dear Mr. Clampitt:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Home BancShares, Inc. (the “Company”) hereby requests that the
effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to 4:00 p.m., Eastern Time, on January 19, 2017, or as soon thereafter as is practicable.

We request that we be notified of the effectiveness of the Registration Statement by telephone call to Mr. Doug Buford at
(501) 688-8866 or Mr. Courtney Crouch at (501) 688-8822.

Sincerely,

HOME BANCSHARES, INC.

/s/ Brian Davis

Brian Davis

Chief Financial Officer and Treasurer

cc:
C. Douglas Buford, Jr.

 Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.

CORRESP
1
filename1.htm

Response Letter

 WRITER’S DIRECT DIAL

501-688-8866

 January 4, 2017

 Mr. Michael Clampitt

 Senior Staff Attorney

United States Securities and Exchange Commission

 100 F Street
N.E.

 Washington, DC 20549

Re:
Home BancShares, Inc.

 Registration Statement on Form S-4

Filed December 7, 2016

 File
No. 333-214957

 Dear Mr. Clampitt:

The following is the response of Home BancShares, Inc. (“Home BancShares” or the “Company”) to the Staff’s comments
contained in your letter to Mr. C. Randall Sims, dated December 28, 2016. For convenient reference, this response letter duplicates the text of the enumerated Staff comment, as well as the heading contained in your letter.

Amendment No. 1 to the referenced Registration Statement on Form S-4 has been transmitted via EDGAR on the date of this response letter.
The responses below refer to specific pages of Amendment No. 1.

 Mr. Michael Clampitt

United States Securities and Exchange Commission

 January 4,
2017

  Page
 2

 Comments and Responses

Prospectus Cover Page

1.
Please disclose the closing price of your common stock as of the most recent practicable date.

Response: We have revised the prospectus cover page to address the Staff’s comment.

Questions and Answers, page 1

 Q: Does GHI
expect to pay any dividends to the GHI shareholders before the merger?, page 5

2.
We note that the Merger Agreement contemplates that, prior to the merger, GHI will declare a special cash dividend payable to its shareholders and that the dividend is related to collection on certain troubled
assets. Please expand your disclosure to provide the dollar amount of the “specified assets,” an estimate as to the amount of this dividend, as well as your reasonable estimation as to the likelihood of collection on these assets.

 Response: We have revised the referenced portion of the prospectus to address the Staff’s comment. See pp.
5-6 of Amendment No. 1.

 Item 21. Exhibits and Financial Statement Schedules.

3.
Please remove “Form of” from your description of Exhibit 8.1.

Response: We have revised Item 21, the Exhibit Index and Exhibit 8.1 to address the Staff’s comment. See pp. II-1 and II-6 of
Amendment No. 1 and Exhibit 8.1 to Amendment No. 1.

 If you have any questions or require further information, please contact me
at (501) 688-8866 or dbuford@mwlaw.com.

Sincerely,

MITCHELL, WILLIAMS, SELIG, GATES & WOODYARD, P.L.L.C.

By

/s/ C. Douglas Buford, Jr.

C. Douglas Buford, Jr.

 CDB:dw

cc:
Mr. C. Randall Sims

 Mr. William H. Dorton

Mail Stop 4720
December  28, 2016

C. Randall Sims
Chief Executive Officer
Home Bancshares, Inc.
719 Harkrider Street, Suite 100
Conway, AR 72032

Re: Home Bancshares, Inc.
  Registration Statement on Form S-4
Filed  December  7, 2016
  File No.  333-214957

Dear Mr. Sims :

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Prospectus Cover Page

1. Please disclose the closing price of your common stock as of the most recent practicable
date.

Questions and Answers, page  1

Q: Does GHI expect to pay any dividends to the GHI shareholders before the
merger?,  page 5

2. We note that the Merger Agreement contemplates that, prior to the merger, GHI will
declare a special cash dividend payable to its shareholders and that the dividend is related
to collection on certain troubled assets.  Please expand yo ur disclosure to provide the
dollar amount of the “specified assets, ” an estimate as to the amount of this dividend, as
well as your reasonable estimation as to the likelihood of collection on these assets.

C. Randall Sims
Home Bancshares, Inc.
December  28, 2016
Page 2

Item 21.  Exhibits and Financial Statement Sche dules

3. Please remove “Form of” from your description of Exhibit  8.1.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  accel eration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact William H. Dorton, Staff Attorney,  at (202) 551 -3107  or me at (202) 551 -
3434  with any questions.

Sincerely,

 /s/ Michael Clampitt

Michael Clampitt
Senior Staff Attorney
Office of Financial Services

cc: C. Douglas Buford, Jr.
 Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.

CORRESP
1
filename1.htm

Acceleration Request

 HOME BANCSHARES, INC.

P.O. Box 966

 Conway, Arkansas
72033

 July 17, 2015

 Mr. Joshua
Samples

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 VIA EDGAR TRANSMISSION

Re:

Home BancShares, Inc.

Registration Statement on Form S-4

Filed July 2, 2015

File No. 333-205472

 Dear Mr. Samples:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Home BancShares, Inc. (the “Company”) hereby requests that the
effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to 10:00 a.m., Eastern Time, on July 21, 2015, or as soon thereafter as is practicable.

In connection with this request, I confirm that the Company is aware of its obligations under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the offering of the securities covered by the Registration Statement. Further, I acknowledge on behalf of the Company that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing 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. Joshua Samples

U.S. Securities and Exchange Commission

 Page 2

We request that we be notified of the effectiveness of the Registration Statement by telephone call to Mr. Doug Buford at
(501) 688-8866 or Mr. Courtney Crouch at (501) 688-8822.

Sincerely yours,

HOME BANCSHARES, INC.

/s/ Brian Davis

Brian Davis

Chief Financial Officer and Treasurer

cc:

C. Douglas Buford, Jr.

Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.

August 27, 2014

Via E -mail
C. Randall Sims
Chief Executive Officer
Home Bancshares, Inc.
719 Harkrider Street, Suite 100
Conway, Arkansas 72032

Re: Home Bancshares, Inc.
  Form 10 -K for the Fiscal Year Ended December 31, 2013
  Filed February 28, 2014
  File No. 000 -51904

Dear M r. Sims :

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc. Via E -mail
C. Douglas Buford, Jr.
  Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C

CORRESP
1
filename1.htm

CORRESP

 H. MAURICE MITCHELL

(1925-2011)

 WILLIAM H.L. WOODYARD,
III

 (1945-2014)

 MICHELE
ALLGOOD

 JOHN K. BAKER

SHERRY P. BARTLEY

STEVE BAUMAN

 TRAV
BAXTER

 R. T. BEARD, III

MICHELLE L. BROWNING

 C.
DOUGLAS BUFORD, JR.

 BURNIE
BURNER1

 FREDERICK K.
CAMPBELL2

 CHARLES B.
CLIETT, JR.3

 KEN COOK

ELISABETH S. DELARGY5

 JILL GRIMSLEY
DREWYOR6

 DOAK
FOSTER2

 BYRON
FREELAND

 KAREN P. FREEMAN13

 ALLAN GATES2

 KATHLYN GRAVES

HAROLD W. HAMLIN

 L.
KYLE HEFFLEY9

 BEN D. JACKSON

ANTON L. JANIK, JR. 10

M. SAMUEL JONES III

TONY JUNEAU

 JOHN
ALAN LEWIS

 D. NICOLE LOVELL

WALTER E. MAY

 BRUCE
MCCANDLESS III11

 LANCE R. MILLER

STUART P. MILLER

 T.
ARK MONROE, III2

 MARSHALL S. NEY

JENNIFER R. PIERCE

CHRISTOPHER D. PLUMLEE

JULIE M. POMERANTZ16

LYN P. PRUITT

CHRISTOPHER T. ROGERS

 J.
SCOTT SCHALLHORN

 BARRY G. SKOLNICK12

 DERRICK W. SMITH2

 STAN D. SMITH

JEFFREY L. SPILLYARDS

CLAYBORNE S. STONE

JEFFREY THOMAS2

BRIAN A. VANDIVER

WALTER G. WRIGHT, JR.

TOD YESLOW7

 425 WEST CAPITOL AVENUE,

SUITE 1800

LITTLE ROCK, ARKANSAS 72201-3525

TELEPHONE 501-688-8800

FAX 501-688-8807

 9ANGELA ARTHERTON

MELISSA BANDY

 1K.C. BARNER

 CORY D. CHILDS

CRAIG R. COCKRELL

 ALEX
T. GRAY

 MEGAN HARGRAVES

CHRISTOPHER A. MCNULTY

KATIE M. PAPASAN

 BRIAN
A. PIPKIN

 KENDRA PRUITT

7KATHY SHARP

BRADFORD R. SHUMPERT

AMANDA L. STANTON

ZACHARY T. STEADMAN

MARY CATHERINE WAY

ADRIENNE L. WOODS

ASHLEY D. YOUNGER

 COUNSEL

 8BENJAMIN
D. BRENNER

 JASON T. BROWNING

7ADRIA W. CONKLIN

COURTNEY C. CROUCH, III

JANE W. DUKE

 15GEORGE R. ERNST

7MARTHA MCKENZIE HILL

4GINGER HYNEMAN

MARGARET A. JOHNSTON

 1AMANDA L. MACLENNAN

 KAREN
WHATLEY

 OF COUNSEL

W. CHRISTOPHER BARRIER

JOSEPH W. GELZINE

DONALD H. HENRY

 14HERMANN IVESTER

 ANNE S. PARKER

1LARRY PARKS

JOHN S. SELIG

 MARCELLA
J. TAYLOR

 RICHARD A. WILLIAMS

 2 ADMITTED IN DISTRICT OF COLUMBIA AND
ARKANSAS

 3 ADMITTED IN ARIZONA, TEXAS AND
ARKANSAS

 4 ADMITTED IN TENNESSEE AND ARKANSAS

5 ADMITTED IN TENNESSEE AND TEXAS

6 ADMITTED IN OKLAHOMA AND ARKANSAS

7 ADMITTED IN TEXAS AND ARKANSAS

8 ADMITTED IN CALIFORNIA AND ARKANSAS

9 ADMITTED IN MISSOURI AND ARKANSAS

 WRITER’S DIRECT DIAL

501-688-8866

August 26, 2014

 10 ADMITTED IN COLORADO AND
ARKANSAS

11 ADMITTED IN DISTRICT OF COLUMBIA,
NEW YORK, AND TEXAS

 12 ADMITTED IN
NEW YORK AND PENNSYLVANIA

 13 ADMITTED IN
DISTRICT OF COLUMBIA, TEXAS AND ARKANSAS

 14
ADMITTED IN THE U.S. PATENT

 AND TRADEMARK
OFFICE AND ARKANSAS

 15 ADMITTED IN PENNSYLVANIA
AND ARKANSAS

 16 ADMITTED IN GEORGIA AND
TEXAS

 ALL OTHERS ADMITTED ONLY IN
ARKANSAS

 Mr. Joshua Samples

 United
States Securities and Exchange Commission

 100 F Street N.E.

Washington, DC 20549

Re:
Home BancShares, Inc.

Form 10-K for year ended December 31, 2013, filed February 28, 2014,

        incorporating from Schedule 14A filed on March 4, 2014

File No. 000-51904

 Dear Mr. Samples:

As a follow up to our conversation this morning, you have requested that we provide additional information relating to disclosure made by Home
BancShares, Inc. (the “Company”) in its Proxy Statement filed on March 4, 2014, which was incorporated into Item 13 of the Company’s Annual Report on Form 10-K filed on February 28, 2014. The relevant disclosure is
included in the section titled “Certain Relationships and Related Transactions” under the subheading “Real Estate Transactions.”

We are providing this letter for the purpose of clarifying the disclosure made regarding lease payments to First Real Estate LTD Partnership
LLLP, of which director Robert H. Adcock, Jr. is a partner, and to Conservative Development Company, a corporation controlled through common ownership by director Richard H. Ashley. During 2013, the aggregate payments made directly or indirectly to
First Real Estate LTD Partnership LLP totaled $20,220 and the aggregate payments made directly or indirectly to Conservative Development Company totaled $77,720. First Real Estate LTD Partnership LLP and Conservative Development Company are not
affiliated with each other and are not under common ownership. These transactions did not exceed $120,000 individually or in the aggregate.

 Mr. Joshua Samples

August 26, 2014

  Page
 2

 Please contact us immediately if you have any questions or if this is insufficient to
complete our response to the Staff’s comment.

Sincerely,

MITCHELL, WILLIAMS, SELIG,

GATES & WOODYARD, P.L.L.C.

/s/ C. Douglas Buford, Jr.

 CDB:lj

cc:
Mr. C. Randall Sims

CORRESP
1
filename1.htm

CORRESP

 HOME BANCSHARES, INC.

 P.O. Box 966

 Conway Arkansas 72033

August 29, 2013

Mr. Christian Windsor

 Special Counsel

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

VIA EDGAR TRANSMISSION

Re:
Home BancShares, Inc.

Registration Statement filed on Form S-4

Filed July 12, 2013

File No. 333-189930

 Dear
Mr. Windsor:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Home BancShares, Inc. (the
“Company”) hereby requests that the effective date of the referenced registration statement be accelerated to 11:00 a.m., Eastern Standard Time, on August 30, 2013, or as soon thereafter as is practicable.

In connection with this request, I confirm that the Company is aware of its obligations under the Securities Act of 1933 and the
Securities Exchange Act of 1934 as they relate to the offering of the securities covered by the registration statement. Further, I acknowledge on behalf of the Company that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing 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 disclosures 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.

 We request that we be notified of the effectiveness of the Registration Statement by
telephone call to Mr. Doug Buford at (501) 688-8866.

 Sincerely yours,

HOME BANCSHARES, INC.

 /s/ Brian S. Davis

 Brian S. Davis

Chief Accounting Officer and Investor

Relations Officer

cc:
C. Douglas Buford, Jr.

Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.

CORRESP
1
filename1.htm

CORRESP

 HOME BANCSHARES, INC.

 P.O. Box 966

 Conway Arkansas 72033

August 28, 2013

Mr. Christian Windsor

 Special Counsel

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

VIA EDGAR TRANSMISSION

Re:
Home BancShares, Inc.

Registration Statement filed on Form S-4

Filed July 12, 2013

File No. 333-189930

 Dear
Mr. Windsor:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Home BancShares, Inc. (the
“Company”) hereby requests that the effective date of the referenced registration statement be accelerated to 11:00 a.m., Eastern Standard Time, on August 28, 2013, or as soon thereafter as is practicable.

In connection with this request, I confirm that the Company is aware of its obligations under the Securities Act of 1933 and the
Securities Exchange Act of 1934 as they relate to the offering of the securities covered by the registration statement. Further, I acknowledge on behalf of the Company that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing 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 disclosures 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.

 We request that we be notified of the effectiveness of the Registration Statement by
telephone call to Mr. Doug Buford at (501) 688-8866.

 Sincerely yours,

HOME BANCSHARES, INC.

 /s/ Brian S. Davis

 Brian S. Davis

Chief Accounting Officer and Investor

Relations Officer

cc:
C. Douglas Buford, Jr.

Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.

CORRESP
1
filename1.htm

CORRESP

 WRITER’S DIRECT DIAL

501-688-8866

August 27, 2013

Mr. Christian Windsor

 Special Counsel

 United States Securities and Exchange Commission

 100 F Street N.E.

 Washington, DC 20549

Re:
Home BancShares, Inc.

Registration Statement on Form S-4

Filed July 12, 2013

File No. 333-189930

 Dear
Mr. Windsor:

 As a follow-up to our response dated August 14, 2013, to the Staff’s comment no. 9, you have
requested that we provide to you supplementally our analysis as to why certain information provided by Home BancShares, Inc. (the “Company”) and Liberty Bancshares, Inc. (“Liberty”) to Raymond James and Sheshunoff is not
material, nonpublic information. Our analysis was based in part on the factors described below. As stated in our previous response, the Company believes that the inclusion of these financial projections could be materially misleading to investors,
without providing any meaningful benefit.

 The financial projections were based on financial information as of March 31,
2013, which is more than 130 days from the effectiveness of the filing. During this period of time, many of the assumptions, including those discussed below, have changed, which would result in different projections if such projections were prepared
as of a more recent date.

 Mr. Christian Windsor, Special Counsel

 United States Securities and Exchange Commission

 August 27, 2013

 Page
 2

1.
Stock price – A very significant component of the forward-looking financial forecast was an estimate of the stock price used to calculate the number of
shares of the Company’s common stock to be issued for the $250 million of stock consideration. The financial projections used a stock price of $19.00, but currently the Company’s common stock stock is trading above $27.00. This
equates to a decrease in the number of shares to be issued to Liberty’s shareholders from approximately 13 million shares to approximately 9 million shares. This 30% reduction in the number of shares to be issued would make all
of the share ratios and calculations included in the forward-looking financial information materially misleading to our and Liberty’s shareholders and the investing public.

2.
Goodwill – The allocation of the purchase price originally resulted in approximately $65 million of goodwill as noted in the Company’s S-4 as filed on
July 12, 2013. However, by the time Amendment No. 1 to the S-4 was filed on August 14, 2013, this number had increased to $75 million.

3.
Investments Held To Maturity – The fair value adjustment was originally projected to increase Investments by approximately $1 million as noted in the S-4
filed on July 12, 2013. However, by the time Amendment No. 1 to the S-4 was filed on August 14, 2013, this number had changed by $6 million to reflect an Investments decrease by approximately $5 million.

4.
Loans receivable not covered by loss share – The fair value adjustment originally projected was approximately $94 million as noted in the S-4 filed on
July 12, 2013. However, by the time Amendment No. 1 to the S-4 was filed on August 14, 2013, this number had changed by $13 million to $107 million. This change would also affect interest income projections.

 We believe the foregoing factors illustrate our basis for omitting the forward-looking information provided to
Raymond James and Sheshunoff. After you have reviewed this analysis, please contact us immediately if you have any questions or if this is sufficient to complete our response to the Staff’s comments.

Sincerely,

 MITCHELL, WILLIAMS, SELIG,

 GATES & WOODYARD, P.L.L.C.

 /s/ C. Douglas Buford, Jr.

 CDB:dw

cc:
Mr. C. Randall Sims

CORRESP
1
filename1.htm

CORRESP

 WRITER’S DIRECT DIAL

501-688-8866

August 14, 2013

Mr. Christian Windsor

 Special Counsel

 United States Securities and Exchange Commission

 100 F Street N.E.

 Washington, DC 20549

Re:
Home BancShares, Inc.

Registration Statement on Form S-4

Filed July 12, 2013

File No. 333-189930

 Dear
Mr. Windsor:

 The following is the response of Home BancShares, Inc. (“Home BancShares” or the
“Company”) to the Staff’s comments contained in your letter to Mr. C. Randall Sims, dated August 8, 2013. For convenient reference, this response letter duplicates the text of the enumerated Staff comment, as well as the
heading contained in your letter.

 Form S-4

 Prospectus Cover Page

1.
Revise the cover page to identify the per share merger consideration that Home BancShares 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.

 Response:
Revision has been made to the prospectus cover page of Amendment No. 1.

 Mr. Christian Windsor

 United States Securities and Exchange Commission

 August 14, 2013

 Page
 2

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

 Response: In the Company’s 8-K
filed with the SEC on August 2, 2013, Home BancShares reported an amendment to the merger agreement that deleted the termination right if the HBI Average Closing Price (as defined in the merger agreement) increases by more than 25% from the
$22.82 closing price on June 25, 2013. In lieu of a termination right, the merger agreement now includes a minimum aggregate number of shares issuable if the HBI Average Closing Price is more than 25% above the $22.82 closing price on
June 25, 2013. This information, as well as the termination right if the HBI Average Closing Price has decreased by more than 25% from the $22.82 closing price on June 25, 2013, has been added to the prospectus cover page of Amendment
No. 1. Revisions have also been made to other portions of the prospectus in Amendment No. 1 to describe the amendment to the merger agreement described in the Company’s 8-K filed with the SEC on August 2, 2013. See pages 1, 9 and
42.

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.

Response: Revisions have been made to the referenced portion of the Prospectus. See page 8.

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.

 Response: Revisions have been made to the referenced portion of the
Prospectus. See page 32.

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.

 Response: Revisions have been made to the referenced portion of the
Prospectus. See page 32.

 Mr. Christian Windsor

 United States Securities and Exchange Commission

 August 14, 2013

 Page
 3

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 liabilities and the recognition of intangible assets.

 Response: Revisions
have been made to the referenced portion of the Prospectus. See page 36.

 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 Liberty.

 Response: Counsel to Home BancShares and counsel to Liberty will
provide, under separate cover, copies of the requested information for the Staff’s review. These materials are being submitted to the Staff by overnight delivery pursuant to Rule 12b-4 promulgated under the Securities Exchange Act of 1934.

 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.

 Response: Revisions have been made to the referenced portion of the Prospectus. See page 43.

 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 representatives, or by Liberty to Home BancShares or its representative, represents material nonpublic information, revise the registration statement to disclose that information.

Response: A review was made of materials exchanged by the financial staffs of Raymond James and Sheshunoff as part of the due
diligence process related to the proposed merger. In that due diligence, Home BancShares gave certain forward-looking financial information to Raymond James.

 Mr. Christian Windsor

 United States Securities and Exchange Commission

 August 14, 2013

 Page
 4

 On a supplemental basis pursuant to Rule 12b-4 under the Exchange Act, we are providing
to the Staff copies of the Raymond James and Sheshunoff materials that were provided to the Boards of Home BancShares and Liberty. Home BancShares, however, has not included a summary of such information in Amendment No. 1 based on its belief
that the inclusion of such information could be misleading to many stockholders, without providing any meaningful benefit.

Home BancShares is also concerned that some stockholders may place undue significance on any forecasts which may be included,
notwithstanding any cautionary language which may accompany such forecasts. The projections alone do not constitute a complete description of the financial analyses. Considering the data without considering the methodologies and assumptions
underlying the analyses could create a misleading or incomplete view of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial
analysis and the application of those methods to the particular circumstances.

 The projections furnished to Raymond James
used in certain analyses were prepared under the direction of Home BancShares’ senior management team. Home BancShares does not publicly disclose internal management projections of the type provided to the financial advisors in connection with
their review of the merger. As a result, such projections were not prepared with a view towards public disclosure. The projections were based on numerous variables and assumptions, which are inherently uncertain, including factors related to general
economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in the projections.

 The Company would also like the Staff to note that the effective S-4s of Bank of the Ozarks, Inc., Wesbanco, Inc., Glacier Bancorp, Inc., Lakeland Bancorp, Inc., and Columbia Banking System, Inc., did not
include any disclosure of internally prepared projections although the disclosure states that such projections were made available to the financial advisors.

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.

 Mr. Christian Windsor

 United States Securities and Exchange Commission

 August 14, 2013

 Page
 5

 Response: Revisions have been made to the referenced portion of the Prospectus.
See page 52. Sheshunoff has not received any compensation for any services provided to Liberty or Home BancShares other than as 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 filing 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 needed 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 losses. 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.

 Response: Revisions have been made to the referenced portion of the Prospectus. See pages 110 and 130.

12.
On page 95 you disclose 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 the methodologies for estimating specific and general losses in the portfolio. We also note that the unallocated component has
fluctuated between representing 11% – 19% of the total allowance for loan losses from December 31, 2011 to March 31, 2013.

Please 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 presented.

 Mr. Christian Windsor

 United States Securities and Exchange Commission

 August 14, 2013

 Page
 6

 Response: Revisions have been made to the referenced portion of the Prospectus.
See pages 110 and 130.

 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).

Response: Revisions have been made to the referenced portion of the Prospectus. See pages F-14, F-15, F-42 and F-43.

Exhibit 5.1 Opinion

Exhibit 8.1 Tax Opinion

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

 Response: The opinion and tax opinion have been filed as Exhibits 5.1 and 8.1, respectively, to Amendment No. 1.

 Mr. Christian Windsor

 United States Securities and Exchange Commission

 August 14, 2013

 Page
 7

 Acknowledgments

 On behalf of the Company, we acknowledge that:

•

 the Company 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 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.

 Sincerely,

MITCHELL, WILLIAMS, SELIG,

 GATES & WOODYARD, P.L.L.C.

            C. Douglas Buford, Jr.

CDB:dw

cc:
Mr. C. Randall Sims

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

July 12 , 2013

Via E -mail
Randy Mayor
Chief Financial Officer
Home Bancshares, Inc.
719 Harkrider, Suite 100
Conway , AR 72032

Re: Home Bancshares, Inc.
Form 10 -K for the period ended December 31, 2012
Filed March  4, 2013
File No. 000 -51904

Dear M r. Mayor :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

  /s/ Amit Pande

Amit Pande
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 Mr. Amit Pande

 Accounting Branch Chief

 United States Securities and Exchange Commission

100 F Street N.E.

 Washington, DC 20549

Re:
Home Bancshares, Inc.

Form 10-K for Fiscal Year Ended December 31, 2012

Filed March 4, 2013

File No. 000-51904

 Dear Mr. Pande:

 The following is the response of Home BancShares, Inc. (“Home BancShares” or the “Company”) to the
staff’s comments contained in your letter to Mr. Randy Mayor dated June 28, 2013. For convenient reference, this response letter duplicates the text of the enumerated staff comment, as well as the heading contained in your letter.

 December 31, 2012 Form 10-K

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

1.
 On page 66, you disclose that all loans acquired in the 2010 FDIC-assisted acquisitions and the 2012 acquisitions of Heritage and Premier were
deemed to be impaired loans. However, on page 104, you disclose that the acquisition of Heritage did not include any non-performing loans and that you acquired $135.8 million of performing loans. Please revise future filings to clarify your
disclosure

 Mr. Amit Pande

 United States Securities and Exchange Commission

 July 5, 2013

 Page
 2

and/or explain how you determined that all acquired loans were deemed to be impaired. Please provide us a draft of your proposed disclosure that clearly identifies new or revised
disclosure.

 Response: During an FDIC acquisition, there is limited time for due diligence and almost
immediate ownership upon being awarded the winning bid for the failed bank. As a result, it becomes more difficult to know which loans will ultimately experience a loss. While it is true we did not receive any reported non-performing loans from the
FDIC in the Heritage transaction, we believe it is prudent to account for the failed bank loans under ASC 310-30 because of the nature of the institution where the loans were originated.

In the Heritage acquisition, Centennial Bank opted not to enter into a loss-sharing agreement with the FDIC and it could exclude the
non-performing loans and other real estate from the assets of Heritage it purchased from the FDIC. However, because this was a failed bank purchased from the FDIC, Centennial Bank determined both of the following conditions were present in the
Heritage loans acquired:

•

 The acquired loans had experienced credit deterioration since origination and

•

 It was probable that Centennial Bank will be unable to collect all contractual loan amounts

Because the loans acquired in the Heritage transaction were performing loans at the date of acquisition and both of the conditions noted
above were present, the Company followed ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality for the post-acquisition accounting for the acquired loans receivable.

With respect to subsequent FDIC transactions, we will expand our disclosure in future filings to address why FDIC acquired loans are
accounted for under ASC 310-30 based on the particular facts and circumstances.

 Table 14: Analysis of Allowance for Loan Losses for
Non-Covered Loans, page 72

2.
We note your response to comment 6 in your letter dated June 11, 2013, and especially your statement that it is not your intention to make it appear that the
discount for credit losses on acquired loans is available for credit losses on non-acquired loans. We do not believe aggregating the allowance for loan losses and the discount for credit losses on acquired loans and expressing the amount as a single
credit metric is appropriate. Therefore, please remove this credit metric in future filings. We do not object to disclosing the information in the first two columns of the proposed Table 28.

 Mr. Amit Pande

 United States Securities and Exchange Commission

 July 5, 2013

 Page
 3

 Response: In the past, the Company has received comments from investors that they
have trouble comparing our bank with other banks with no acquisitions. Since the purchase accounting rules are so different for originated loans versus purchased loans, this credit metric is a useful tool to help investors bridge the gap between the
two sets of rules. We will remove this credit metric from Table 14: Analysis of Allowance for Loan Losses for Non-Covered Loans. However, after addressing the staff’s recommended improvements in the previous correspondence, this credit metric
is now clearly labeled as to its calculation, use and availability. As a result, we believe it is appropriate to disclose this credit metric in the Non-GAAP section of our future filings.

 Note 2. Business Combinations – Acquisition Premier Bank, page 106

3.
We note your response to comment 7 in your letter dated June 11, 2013. Please revise future filings to disclose the contractually required payments receivable,
the cash flows expected to be collected, and the fair value at the acquisition date in a tabular format for each acquisition during the periods presented. Refer to ASC 310-30-50-2a3 for additional information. Please provide us a draft of your
proposed disclosure that clearly identifies new or revised disclosure.

 Response: In future filings,
we will disclose the contractually required payments receivable, the cash flows expected to be collected, and the fair value at the acquisition date in a tabular format for each acquisition during the periods presented. Using Heritage and Premier as
an example, the tabular format for future filings will look like the following:

 The following is a summary of the loans
acquired with deteriorated credit quality in the Heritage and Premier acquisitions during 2012 as of the dates of acquisition:

Heritage

Premier

(Dollars in thousands)

 Contractually required principal and interest at acquisitions

$
146,161

$
206,699

 Non-accretable difference (expected losses and foregone interest)

(43,199
)

(29,528
)

 Cash flows expected to be collected at acquisition

102,962

177,171

 Accretable yield

(10,351
)

(39,036
)

 Basis in acquired loans at acquisition

$
92,611

$
138,135

 Mr. Amit Pande

 United States Securities and Exchange Commission

 July 5, 2013

 Page
 4

 Note 6. Allowance for Loan Losses, Credit Quality and Other, page 114

4.
Please revise future filings to clarify your disclosure by presenting for each loan portfolio segment the balance of your allowance for loan losses and your recorded
investment in financing receivables for loans acquired with deteriorated credit quality. Refer to ASC 310-10-50-11B(g) and (h) and the example disclosure in ASC 310-10-55-7 for guidance. Please provide us a draft of your proposed disclosure
that clearly identifies new or revised disclosure.

 Response: During our previous response, we agreed
to expand our table for non-covered impaired loans. The reason we did not include purchased non-covered loans acquired with deteriorated credit quality is because this amount is currently zero for the Company. Presently, all of our purchased
non-covered loans acquired with deteriorated credit quality are accounted for on a pool basis and all of these pools are considered to be performing. In future filings, if there are pools not considered to be performing, we will include the
appropriate amount as a separate section in this table by purchased loan type.

 For our newly proposed expanded table for
non-covered impaired loans in financial statement Note 6, we will include the following as a footnote to the table in future filings:

 Purchased non-covered loans acquired with deteriorated credit quality are accounted for on a pooled basis under ASC 310-30. All of these pools are currently considered to be performing resulting in none
of the purchased non-covered loans acquired with deteriorated credit quality being classified as non-covered impaired loans as of December 31, 2012.

 Additionally in future filings, we plan to change the line item description in the financial statement Note 6 (on page 115 of the December 31, 2012 Form 10-K) from “Acquired loans from Heritage
and Premier” to “Purchased credit impaired loans acquired.”

 Mr. Amit Pande

 United States Securities and Exchange Commission

 July 5, 2013

 Page
 5

 Acknowledgments

On behalf of the Company, we acknowledge that:

•

 the Company 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 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.

Sincerely,

MITCHELL, WILLIAMS, SELIG,

GATES & WOODYARD, P.L.L.C.

By

/S/ C. DOUGLAS BUFORD, JR.

C. Douglas Buford, Jr.

 CDB:dw

cc:
Mr. Mike Volley

June 28, 2013

Via E -mail
Randy Mayor
Chief Financial Officer
Home Bancshares, Inc.
719 Harkrider, Suite 100
Conway , AR 72032

Re: Home Bancshares, Inc.
Form 10 -K for the period ended December 31, 2012
Filed March  4, 2013
  Response dated June 11, 2013
File No. 000 -51904

Dear M r. Mayor :

We have reviewed your supplemental response  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 providing the requested
information or by advi sing us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances  please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have a dditional comments.

December 31, 2012 Form 10 -K

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

1. On page 66, you disclose that all loans acquired in the 2010 FDIC -assisted acquisitions
and the 2012 acquisitions of Heritage and Premier were deemed to be impaired loans.
However, on page 104, you disclose that the acquisition of Heritage did not include any
non-performing loans and that you acquired $135.8 million of performing loans.  Please
revise future filings to clarify your disclosure and/or explain how you determined that all
acquired loans were deemed to be impaired.   Please provide us a draft of your proposed
disclosure that clearly identifies new or revised disclosure.

Randy Mayor
Home Bancshares, Inc.
June 28 , 2013
Page 2

 Table 14: Analysis of Allowance for Lo an Losses for Non -Covered Loans, page 72

2. We note your response to comment 6 in your letter dated June 11, 2013, and especially
your statement that it is not your intention to make it appear that the discount for credit
losses on acquired loans is availabl e for credit losses on non -acquired loans.  We do not
believe aggregating the allowance for loan losses and the discount for credit losses on
acquired loans and expressing the amount as a single credit metric is appropriate.
Therefore, please remove this credit metric in future filings.  We do not object to
disclosing the information in the first two columns of the proposed Table 28.

Note 2. Business Combinations – Acquisition Premier Bank, page 106

3. We note your response to comment 7 in your letter dated  June 11, 2013.  Please revise
future filings to disclose the contractually required payments receivable, the cash flows
expected to be collected, and the fair value at the acquisition date in a tabular format for
each acquisition during the periods presen ted.  Refer to ASC 310 -30-50-2a3 for
additional information.   Please provide us a draft of your proposed disclosure that clearly
identifies new or revised disclosure.

Note 6. Allowance for Loan Losses, Credit Quality and Other, page 114

4. Please revise future filings to clarify your disclosure by presenting for each loan portfolio
segment the balance of your allowance for loan losses and your recorded investment in
financing receivables for loans acquired with deteriorated credit quality. Refer to ASC
310-10-50-11B(g) and (h) and the example disclosure in ASC 310 -10-55-7 for guidance.
Please provide us a draft of your proposed disclosure that clearly identifies new or
revised disclosure.

You may contact Mike Volley  at 202-551-3437 or me at 202-551-3423 if you have any
questions.

Sincerely,

  /s/ Amit Pande

Amit Pande
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 Mr. Amit Pande

 Accounting Branch Chief

 United States Securities and Exchange Commission

100 F Street N.E.

 Washington, DC 20549

Re:
Home Bancshares, Inc.

 Form 10-K
for Fiscal Year Ended December 31, 2012

 Filed March 4, 2013

File No. 000-51904

 Dear
Mr. Pande:

 The following is the response of Home BancShares, Inc. (“Home BancShares” or the
“Company”) to the staff’s comments contained in your letter to Mr. Randy Mayor dated May 16, 2013. For convenient reference, this response letter duplicates the text of the enumerated staff comment, as well as the heading
contained in your letter.

 December 31, 2012 Form 10-K

 Item 1A. Risk Factors – Because we have a concentration of exposure ., page 28

1.
We note your disclosure that you have a total of $379.4 million committed to the aggregate group of borrowers whose total debt exceeds the established in-house
lending limit of $20.0 million. Please revise future filings to disclose the highest approximate loan amount to one borrowing relationship. Please provide us a draft of your proposed disclosure that clearly identifies new or revised disclosure.

 Mr. Amit Pande

 United States Securities and Exchange Commission

 June 11, 2013

 Page
 2

 Response: The Company has provided the disclosure of the highest approximate loan
amount to one borrowing relationship in Part I under Lending Activities on page 13 of our 2012 Form 10-K filing (the “2012 Form 10-K”). Located in the ninth sentence of the first paragraph, the existing sentence reads, “As of
December 31, 2012, the maximum amount outstanding to a single borrower was $57.8 million.”

 Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 41

2.
Please revise future filings to present a roll forward of the FDIC indemnification asset for each period presented. Please provide us a draft of your proposed
disclosure that clearly identifies new or revised disclosure.

 Response: We propose to revise our
disclosure in response to the Staff’s comment. The draft revised disclosure is noted below. We intend to include the disclosure in Management’s Discussion and Analysis of Financial Condition and Results of Operations under the
“Acquisitions” section immediately before the “FDIC-Assisted Acquisitions – True-up” subsection. We undertake to include such revised disclosure in our future filings beginning with the quarter ended June 30,
2013. A draft of the proposed disclosure to be included our June 30, 2013 quarterly report is as follows:

 FDIC
Indemnification Asset

 In conjunction with FDIC-assisted transactions, the Company entered into loss
share agreements with the FDIC. These agreements cover realized losses on loans, foreclosed real estate and certain other assets. These loss share assets are measured separately from the loan portfolios because they are not contractually embedded in
the loans and are not transferable with the loans should the Company choose to dispose of them. Fair values at the acquisition dates were estimated based on projected cash flows available for loss-share based on the credit adjustments estimated for
each loan pool and the loss share percentages. The loss share assets are also separately measured from the related loans and foreclosed real estate and recorded as FDIC indemnification assets on the Consolidated Balance Sheets. Subsequent to the
acquisition date, reimbursements received from the FDIC for actual incurred losses will reduce the loss share assets. Reductions to expected credit losses, to the extent such reductions to expected credit losses are the result of an improvement to
the actual or expected cash flows from the covered assets, will also reduce the loss share assets. Increases in expected credit losses will require an increase to the allowance for loan losses and a corresponding increase to the loss share assets.

 Mr. Amit Pande

 United States Securities and Exchange Commission

 June 11, 2013

 Page
 3

 The following table summarizes the activity in the Company’s FDIC indemnification
asset during the periods indicated:

 Changes in FDIC Indemnification Asset

Three Months Ended

Six Months Ended

June 30,
2013

June 30,
2012

June 30,
2013

June 30,
2012

(Dollars in thousands)

 Beginning balance

$

$
181,884

$

$
193,856

 Incurred claims for FDIC covered credit losses

(25,226
)

(37,868
)

 FDIC indemnification accretion/(amortization)

449

1,119

 Reduction in provision for loan losses:

 Benefit attributable to FDIC loss share agreements

5,332

5,332

 Ending balance

$

$
162,439

$

$
162,439

 In our annual report for the year ended December 31, 2013, the above table will appear as follows:

 Changes in FDIC Indemnification Asset

Years Ended

December 31,
2013

December 31,
2012

(Dollars in thousands)

 Beginning balance

$

$
193,856

 Incurred claims for FDIC covered credit losses

(61,933
)

 FDIC indemnification accretion/(amortization)

1,721

 Reduction in provision for loan losses:

 Benefit attributable to FDIC loss share agreements

6,002

 Ending balance

$

$
139,646

 Mr. Amit Pande

 United States Securities and Exchange Commission

 June 11, 2013

 Page
 4

 Acquisitions: FDIC-Assisted Acquisitions-True Up, page 49

3.
Please revise future filings to disclose the amount of any liability recorded at each period end related to claw back provisions included in the purchase and
assumption agreements in connection with your FDIC-assisted transactions. Please provide us a draft of your proposed disclosure that clearly identifies new or revised disclosure.

Response: We will revise future filings to include the following sentence under the section “FDIC-Assisted
Acquisitions—True-Up” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations:

 The amount of FDIC-assisted acquisitions true-up accrued at June 30, 2013 and 2012 was $X.X million and $6.8 million, respectively.

 Loan Portfolio – Loans Receivable Not Covered by Loss Share, page 60

4.
Please revise future filings to discuss the following:

a.
How your accounting for acquired non-covered loans impacts your credit metrics and trends. Specifically identify the credit metrics and trends most impacted (e.g.
the allowance for credit losses as a percentage of loans, etc.) and discuss the comparability between periods and with other institutions.

b.
Clearly disclose how you classify these loans as non-accrual, impaired, loans greater than 90 days and accruing, or as a trouble debt restructuring immediately after
acquisition. For example, discuss if these loans are considered impaired and on non-accrual status immediately after acquisition and the reasons for your determination.

Please provide us a draft of your proposed disclosure that clearly identifies new or revised disclosure.

Response to 4.a.: We will revise future filings to include the following expanded explanation of our accounting for acquired
non-covered loans as an introduction to “Table 10: Non-performing Assets Not Covered by Loss Share,” which was included on page 64 of the 2012 Form 10-K:

 Mr. Amit Pande

 United States Securities and Exchange Commission

 June 11, 2013

 Page
 5

 We first reported non-covered loans acquired with deteriorated credit
quality in our December 31, 2012 financial statements following our acquisitions of Heritage and Premier in the fourth quarter of 2012. The credit metrics most heavily impacted by our acquisition of acquired non-covered loans with deteriorated
credit quality in our acquisitions of Heritage and Premier were the following credit quality indicators listed in Table 10 below:

•

 Allowance for loan losses for non-covered loans to non-covered loans;

•

 Non-performing non-covered assets to total non-covered assets; and

•

 Non-performing non-covered loans to total non-covered loans.

On the date of acquisition, acquired credit-impaired loans are initially recognized at fair value, which incorporates the
present value of amounts estimated to be collectible. As a result of the application of this accounting methodology, certain credit-related ratios, including those referenced above, may not necessarily be directly comparable with periods prior to
the acquisition of the credit-impaired non-covered loans and non-covered non-performing assets, or comparable with other institutions.

 Additionally, we intend to include the following as a footnote to “Table 10: Non-performing Assets Not Covered by Loss Share”:

Note: Purchased impaired non-covered loans are not classified as non-performing non-covered assets for the
recognition of interest income as the pools are considered to be performing. However, for the purpose of calculating the non-performing credit metrics presented above, the Company has included all of the non-covered loans which are contractually 90
days past due and still accruing, including those in performing pools.

 Response to 4.b.: We will revise future filings
to include after the last paragraph on page 66 of the 2012 Form 10-K the following expanded detailed explanation discussing how we classify loans:

 All non-covered loans acquired with deteriorated credit quality are considered impaired loans at the date of acquisition. Since the loans are accounted for on a pooled basis under ASC 310-30, individual
loans are not classified as impaired.

 Mr. Amit Pande

 United States Securities and Exchange Commission

 June 11, 2013

 Page
 6

 Since the loans are accounted for on a pooled basis under ASC 310-30,
individual loans subsequently restructured within the pools are not classified as TDRs in accordance with ASC 310-30-40. For non-covered loans acquired with deteriorated credit quality that were deemed TDRs prior to the Company’s acquisition of
them, these loans are also not considered TDRs as they are accounted for under ASC 310-30.

 As of
December 31, 2012, there were no non-covered loans acquired with deteriorated credit quality on non-accrual status as a result of the loans being accounted for on the pool basis and the pools are considered to be performing for the accruing of
interest income. Also, acquired loans contractually past due 90 days or more are accruing interest because the pools are considered to be performing for the purpose of accruing interest income.

Allowance for Loan Losses, page 69

5.
As disclosed in Note 6 of your financial statements beginning on page 115, we note that non-covered loans collectively evaluated for impairment increased from $1.6
billion at December 31, 2011 to $1.9 billion at December 31, 2012. However, the allowance for loan losses allocated to these loans decreased from $18.5 million at December 31, 2011 to $15.8 million at December 31, 2012. Please
tell us in detail and revise your future filings to more comprehensively bridge the gap between trends in your allowance for loan loss metrics and loan balances for each period presented in your filing.

Please be as specific and detailed as needed 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 general allowance for loan losses. For instance, discuss trends in historical losses incorporated in your methodology and
trends observed in specific qualitative factors. Please provide us a draft of your proposed disclosure that clearly identifies new or revised disclosure.

 Response: We will revise our future filings to provide expanded disclosure in the “Allowance for Loan Losses” section of our annual reports to address the staff’s comment. The
following proposed disclosure is intended to address the specific changes from 2011 to 2012 referenced in the staff’s comment and would have been included following the “Miscellaneous Allocations” subheading on page 70 of our 2012
Form 10-K:

 Loans Collectively Evaluated for Impairment. Non-covered loans collectively evaluated for
impairment increased approximately $356.0 million for the year end December 31, 2012 from $1.59 billion at December 31, 2011 to $1.94 billion at December 31, 2012. The $356.0 million increase in non-covered loans collectively
evaluated for impairment is almost entirely related to the $340.3

 Mr. Amit Pande

 United States Securities and Exchange Commission

 June 11, 2013

 Page
 7

million non-covered loans acquired in the acquisition of Vision Bank completed on February 16, 2012. The Company evaluated loans purchased in conjunction with the acquisition of Vision in
accordance with the provisions of FASB ASC Topic 310-20, Nonrefundable Fees and Other Costs. None of the purchased non-covered loans were considered impaired at the date of acquisition. The fair value discount is being accreted into interest
income over the weighted average life of the loans using a constant yield method. The addition to the Company’s non-covered loan portfolio of this $340.3 million in performing loans from the Vision acquisition is the primary reason for the
$356.0 million increase in loans collectively evaluated for impairment for the year end December 31, 2012.

The percentage of the allowance for loan losses for non-covered loans allocated to non-covered loans collectively
evaluated for impairment to the total non-covered loans collectively evaluated for impairment decreased from 1.16% at December 31, 2011 to 0.81% at December 31, 2012. This decrease resulted from (1) the acquisition of $340.3 million
of performing non-covered loans in the Vision acquisition noted above and (2) a continued improvement in the credit quality of the Company’s non-covered loan portfolio throughout 2012. Total non-covered loans charged off have decreased the
past three years from $64.5 million for the year ending December 31, 2010 to $14.7 million for the year ending December 31, 2011 to $10.8 million for the year ending December 31, 2012. Additionally, the percentage of non-covered loans
with risk ratings of 1, 2 or 3 has increased from 48.0% of the loan portfolio at December 31, 2011 to 51.2% at December 31, 2012. This improvement in the overall credit quality is largely due to improvement experienced by the Company in
the loans to borrowers in its Florida market as the state’s real estate market conditions have begun to improve.

 Table 14:
Analysis of Allowance for Loan Losses for Non-Covered Loans, page 72

6.
We note your disclosure of the “allowance for loan losses for non-covered loans plus discount for credit losses on non-covered loans acquired to total
non-covered loans plus discount for credit losses on non-covered loans acquired.” Please consider removing this credit metric in future filings or tell us why you believe the discount for credit losses on acquired loans is relevant to
non-acquired loans in order to make this ratio meaningful. In other words, this ratio makes it appear that the discount for credit losses on acquired loans is available for credit losses on non-acquired loans.

Response: We believe this presentation is an informative number to investors, and it was not our intention to make it appear that
the discount for credit losses on acquired loans is available for credit losses on non-acquired loans. As a result, we propose to improve the disclosure by expanding it to include the components of how it is calculated. We will include the new
disclosure set forth below in “Management’s Discussion and Analysis of Financial Condition and Results of Operation” (“MD&A”) under the “Non-GAAP Financial Measurements” section.

 Mr. Amit Pande

 United States Securities and Exchange Commission

 June 11, 2013

 Page
 8

 We also plan to reference the new disclosure under “Table 14: Analysis of Allowance
for Loan Losses for Non-Covered Loans” by stating, “See ‘Management’s Discussion and Analysis of Financial Condition and Results of Operation—Table 28,’ for the non-GAAP tabular reconciliation.”

The following revised d

CORRESP
1
filename1.htm

Correspondence Letter

 Mr. Amit Pande

 Accounting
Branch Chief

 United States Securities and Exchange Commission

100 F Street N.E.

 Washington, D.C. 20549

Re:
Home BancShares, Inc.

 SEC Staff Comment Letter dated May 16, 2013

File No. 000-51904

 Dear Mr. Pande:

We respectfully request an extension until June 12, 2013, to respond to the above-referenced comment letter. We are requesting this extension
because the Company’s chief accounting officer will be out of the country until June 3, 2013. Granting this extension will allow the chief accounting officer, other officers of the Company and the Company’s lawyers and accountants adequate
time to complete our response. We greatly appreciate the SEC Staff’s willingness to accommodate our request.

 Please contact me at
(501) 688-8866 if you have any questions regarding this letter.

Sincerely,

MITCHELL, WILLIAMS, SELIG,

GATES & WOODYARD, P.L.L.C.

By

 /s/ C. Douglas Buford, Jr.

 C. Douglas Buford, Jr.

May 16 , 2013

Via E -mail
Randy Mayor
Chief Financial Officer
Home Bancshares, Inc.
719 Harkrider, Suite 100
Conway , AR 72032

Re: Home Bancshares, Inc.
Form 10 -K for the period ended December 31, 2012
Filed March  4, 2013
  File No. 000 -51904

Dear M r. Mayor :

We have reviewed your filing 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 providing the requested
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  please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

December 31, 2012 Form 10 -K

Item 1A. Risk Factors – Because we have a concentration of exposure …, page 28

1. We note your disclosure that you have a total of $379.4 million committed to the
aggregate group of borrowers whose total debt exceeds the established in -house lending
limit of $20.0 million. Please revise future filings to disclose the highest approxi mate
loan amount to one borrowing relationship.   Please provide us a draft of your proposed
disclosure that clearly identifies new or revised disclosure.

Randy Mayor
Home Bancshares, Inc.
May 16, 2013
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, pag e 41

2. Please revise future filings to present a roll forward of the FDIC indemnification asset for
each period presented.   Please provide us a draft of your proposed disclosure that clearly
identifies new or revised disclosure.

Acquisitions: FDIC -Assisted  Acquisitions -True Up, page 49

3. Please revise future filings to disclose the amount of any liability recorded at each period
end related to claw back provisions included in the purchase and assumption agreements
in connection with your FDIC -assisted transa ctions.   Please provide us a draft of your
proposed disclosure that clearly identifies new or revised disclosure.

Loan Portfolio – Loans Receivable Not Covered by Loss Share, page 60

4. Please revise future filings to discuss the following:

a. How your accounting for acquired non -covered loans impacts your credit metrics and
trends.  Specifically identify the credit metrics and trends most impacted (e.g. the
allowance for credit losses as a percentage of loans, etc.) and discuss the
comparabilit y between periods and with other institutions.

b. Clearly disclose how you classify these loans as non -accrual, impaired, loans greater
than 90 days and accruing, or as a trouble debt restructuring immediately after
acquisition.  For example, discuss if th ese loans are considered impaired and on non -
accrual status immediately after acquisition and the reasons for your determination.

Please provide us a draft of your proposed disclosure that clearly identifies new or
revised disclosure.

Allowance for Loan Losses, page 69

5. As disclosed in Note 6 of your financial statements beginning on page 115, we note that
non-covered loans collectively evaluated for impairment increased from $1.6 billion at
December 31, 2011 to $1.9 billion at December 31, 2012.  However , the allowance for
loan losses allocated to these loans decreased from $18.5 million at December 31, 2011
to $15.8 million at December 31, 2012.  Please tell us in detail and revise your future
filings to more comprehensively bridge the gap between trends  in your allowance for
loan loss metrics and loan balances for each period presented in your filing.

Please be as specific and detailed as needed to provide an investor with a clear
understanding of the observed change in the credit quality of your collec tively evaluated

Randy Mayor
Home Bancshares, Inc.
May 16, 2013
Page 3

 loan portfolio and how this change, as well as any other key drivers, impacted your
general allowance for loan losses.  For instance, discuss trends in historical losses
incorporated in your methodology and trends observed in specific qual itative factors.
Please provide us a draft of your proposed disclosure that clearly identifies new or
revised disclosure.

Table 14: Analysis of Allowance for Loan Losses for Non -Covered Loans, page 72

6. We note your disclosure of the “allowance for loan l osses for non -covered loans plus
discount for credit losses on non -covered loans acquired to total non -covered loans plus
discount for credit losses on non -covered loans acquired.”  Please consider removing this
credit metric in future filings or tell us w hy you believe the discount for credit losses on
acquired  loans is relevant to non -acquired loans in order to make this ratio meaningful.
In other words, this ratio makes it appear that the discount for credit losses on acquired
loans is available for cre dit losses on non -acquired loans.

Note 2. Business Combinations – Acquisition Premier Bank, page 106

7. Please clarify in future filings if any loans acquired from Premier Bank are accounted for
under ASC 310 -30.  If so, please ensure that the information r equired by ASC 310 -30-50
is properly disclosed.   Please provide us a draft of your proposed disclosure that clearly
identifies new or revised disclosure.

Note 6. Allowance for Loan Losses, Credit Quality and Other, page 114

8. Please revise future filings 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.
Refer to ASC 310 -10-50-15(a)(3)(ii).   Please provide us a draft of your proposed
disclosure that clearly  identifies new or revised disclosure.

9. On page 120, you disclose that certain TDRs where the discounted cash flows under the
restructuring are greater than or equal to those under the original terms of the loan do not
have a specific allocation of the all owance for loan losses.  Please tell us the typical facts
and circumstances related to these loans that explains why the restructured discounted
cash flows are greater than or equal to those under the original terms and how you
determined that these loans were not impaired.

Controls and Procedures, page 145

10. In the risk factor on page 30, you indicate that you may subsequently discover financial
irregularities in acquired institutions that might have a materially adverse effect on your
financial condition .  Please advise the staff how you determined that the risks posed by

Randy Mayor
Home Bancshares, Inc.
May 16, 2013
Page 4

 possible financial irregularities in acquired institutions were sufficiently remote to
support your conclusion that your internal controls were effective.

Executive Compensation, page 1 45

Compensation Discussion And Analysis

11. On page 24 of your proxy statement, you indicate that in 2010 Longnecker & Associates
prepared a report on 15 peer institutions.  You go on to indicate that the committee
referred to the peer group information in 2 012.  Please identify the 15 peer companies
included in the Longnecker report.  Also, please confirm that in future filings you will
disclose the peer group, or provide us with your analysis supporting your conclusion that
you do not benchmark.

             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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the co mpany 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 responding to our comments, please provide a written stateme nt from the company
acknowledging that:

 the company 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 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.

You may contact Mike Volley  at 202-551-3437 or me at 202-551-3423 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jonathan Gottlieb  at 202-551-3416 or Chris Windsor  at 202-551-3419 with any other questions.

Sincerely,

 /s/ A mit Pande

Amit Pande
Accounting B ranch Chief

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

November 4, 2011
 Via Facsimile

Mr. C. Randall Sims Chief Executive Officer Home Bancshares, Inc.

719 Harkrider, Suite 100 Conway, Arkansas 72032
Re: Home Bancshares, Inc.

Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 5, 2010 Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 10, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 6, 2011 File No. 000-51904

Dear Mr. Sims:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ John P. Nolan
John P. Nolan Senior Assistant Chief Accountant

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

DIVISION OF
  CORPORATION FINANCE

        February  28, 2011

 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 Form 10- Q for the quarterly period ended June 30, 2010, filed August 9 , 2010
Form 10- Q for the quarterly period ended September 30,  2010, filed
November 8 , 2010
Form 8 -K, Filed January 3, 2011
File No. 000 -51904

Dear Mr.  Sims:

We have reviewed your letter that you filed on August 28, 2010 in response to our
comment letter to you.  We have comments set forth below.  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 requested 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 t hese comments, we may have additional comments.

Mr. C. Randall Sims
Home Banc shares, Inc.
February 2 8, 2011
Page 2

 Form 10- K for the Fiscal Year ended December 31, 2009

Business, page 3
Overview, page 3

1. We acknowledge your proposed response to comment 1.  In futurefilings, please
delete or disclose the basis for your claim , on page 5 of your response letter, that
central Arkansas is “one of the strongest metropolitan area in the country .”
Define what you mean by “stronges t.”  We note that according to the U.S. Bureau
of Labor Statistics the Pine Bluff metropo litan area  has an unemployment rate of
9.8 percent and it ranks 251 of 372 metropolitan areas based on unemployment
rates in Decemb er 2010 (with the areas with lowest rates being ranked highest) .

Lending Activities, page 7
2. We acknowledge your proposed response to comment 3.  Please include in your future filings,  revisi on of your proposed disclosure on page 9 on your response
letter , as follow s:

• revise your claim that you “focus on the primary and secondary methods of
repayment ”  to describe t ypes of collateral which you accept  and disc uss
whether or not you independently apprais e the value of collateral before
approving each loan;
• as we requested, describe your policy on making additional loans to borrowers
to a borrower or any related interest of the borrower who is past due in principal or interest more than 90 days ;
• revise your discussion of loans that exceed your lending limit to di sclose the
maximum amount outstanding to a single borrower ; and
• revise your discussion of modifications/restructurings to quantify , if material,
the extent to which you cancel single existing loans and replace  them with
multiple new loans .

Form 10- Q for the Quarterly Period ended March 31, 2010

Business Combinations, page 11

3. We acknowledge your proposed response to comment 14.  As we requested in the
last bullet point, include in your future filings di scussion and analysis in the
MD&A of how you are or may be affected by the underlying findings of the
following:

• the Cease and Desi st Order issued by the U.S. Office of Thrift Supervision

Mr. C. Randall Sims
Home Banc shares, Inc.
February 2 8, 2011
Page 3

 against Key West Bank entered on November 12, 2009; and
• the Written Agreement between Old Southern Bank, the Federal Reserve
Bank and the State of Florida, Office of Financial Regulat ion, dated
September 23, 2009.

For instance, discuss the impact on Home BancShares, from the finding that Key
West Bank was operating with “an excessive concentration of interest only and
nonresidential real estate loans” and with “a heavy reliance on sho rt-term
potentially volatile deposits as a source for funding longer -term investments.”
Please discuss the status of the O rder and the Agreement  and your efforts and
accomplishments to address the various violations and non compliance found by
the banking  regulators .

Schedule 14A

Certain Relationships and Related Transactions, page 40

4. We acknowledge your proposed response , on page 39 of your response letter, to
comment 20.  In future filings, add to your disclosure proposed in your response
that required by Instruction 4c (iii) of Item 404(a).

Form 8 -K filed January 3, 2011

5. We note the disclosure of your decision to record material impairment charges totaling approximately $53 million relating to certain loans. Additionally, you disclose that approximately half of the amount charged off related to extensions of credit to several borrowers in the Florida market with the remaining amount in the Arkansas market, primarily involving one borrowing relationship. Please provide us with a comprehensive analysis which supports your historical and current accounting, including key deter minations and judgments made by management
for the following specific points below:

• Tell us the relevant origination information (borrower, amount, type of loan,
date originated, collateral support, borrower guarantees, etc.) and subsequent
payment histor y, loan -to-value statistics including how you determined the
value of collateral and when you classified these loans as nonperforming (non- accrual and/or impaired);
• Tell us how you determined the amount of provisions and charge -offs to
record at each quarter, specifically identifying the triggering events and key information management considered as a basis for determining the relevant amounts, as applicable; and

Mr. C. Randall Sims
Home Banc shares, Inc.
February 2 8, 2011
Page 4

 • Tell us if you consider these loans to be collateral dependent, and if so,
whether you obt ained independent appraisals that supported the provisions
recorded and the current carrying value of these loans.   If you obtained
appraisals, please provide us with the relevant information provided in these
reports which supports your accounting.  Addit ionally, please tell us the last
appraisal dates and the type of appraisals obtained (new full appraisal, update of a prior full appraisal, etc.).  If no appraisals were obtained, please tell us
how you determined the amounts of the provisions recorded and the remaining carrying value of these loans.  Also revise future filings to present a summary of this information to allow investors to understand the timing and reasons for recording material provisions for loan losses.

6. We also note that with respect  to the one borrowing relationship in Arkansas, the
board determined that the terms and conditions of the loan documents are unlikely
to be met due to a recent change in circumstances regarding the collectability of pledged collateral. To the extent that s uch information is not provided with
respect to our previous comment and noting the information provided in your Press Conference held on January, 4, 2011, please address the following:

• Please tell us whether this borrower was considered a related party;
• Provide us with a detail of all of the current and previous loans outstanding to
this borrower
 and any parties rel ated to or affiliated with this  borrower,
including any extensions of maturity dates ;
• Further explain the term “co -makers” as referenced in yo ur Press Conference
made in reference to other parties to the borrower’s loans and whether you can
or will pursue litigation in order to collect the outstanding balance of loans owed for which have been charged -off;
• Further explain the terms and conditions  of the loan documents that would not
be met and the reasons why;
• We note from your Press Conference that the underlying collateral were receivable loans. Please explain in further detail the type of receivables, how you originally and subsequently valued this collateral, how you perfected your security interest in these receivables, and whether these receivables were cross -collateralized with any of the other loans to this particular borrower;
• We also note from your Press Conference that you disclosed liti gation that
occurred in New York which changed your estimated proceeds to be received from $10- $12 million down to an offer of $2- $4 million. Please explain to us
in further detail the background of this litigation, including why litigation commenced in New York and how your initial and current estimated proceeds were affected by the litigation, specifically addressing your position in the
underlying collateral;
• We also note from your Press Conference that you state that these loans were
considered to be a ccrual loans until late December 2010. Please tell us what

Mr. C. Randall Sims
Home Banc shares, Inc.
February 2 8, 2011
Page 5

 transpired in December 2010 that resulted in the loans changing from accrual
to “not getting as much” to being completely charged -off; and
• Please also further explain how you monitored the loans t o this borrower
subsequent to origination to ensure they were appropriately classified (accrual, nonaccrual, impaired) in addition to when you recorded provisions and related charge -offs.

7. As a related matter, please provide for us a detail of all curren t loans outstanding
which are similarly secured by receivable loans. In this regard and as a result of the significant charge -offs recorded, please tell us whether you have revised any
of your accounting policies. If so, please provide us with a comprehens ive detail
of these changes.

You may contact John A. Spitz at 202- 551-3484 or John P. Nolan, Senior
Assistant Chief Accountant at 202- 551-8415 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- 3434 with any other questions.

      Sincerely,

       Michael R. Clampitt
      Senior Attorney

CORRESP
1
filename1.htm

corresp

    John K. Baker

W. Christopher Barrier

Sherry P. Bartley

Steve Bauman

R. T. Beard, III

C. Douglas Buford, Jr.

Burnie Burner1

Frederick K.
Campbell2

Michelle H. Cauley

Charles B. Cliett,
Jr.3

Ken Cook

Elisabeth S.
DeLargy4

Jill Grimsley
Drewyor5

Doak Foster2

Byron Freeland

Allan Gates2

Kathlyn Graves

Harold W. Hamlin

Jeffrey W. Hatfield

L. Kyle Heffley6

Donald H. Henry

    M. Samuel Jones III

John Alan Lewis

Walter E. May

Lance R. Miller

Stuart P. Miller

T. Ark Monroe, III2

Marshall S. Ney

Anne S. Parker

Larry Parks1

Jennifer Pierce

Lyn P. Pruitt

Christopher T. Rogers

Barry G. Skolnick7

Derrick W. Smith2

Stan D. Smith

Marcella J. Taylor

Jeffrey Thomas2

William H.L. Woodyard, III, P.A.

Walter G. Wright, Jr.

Leigh Anne Yeargan

Tod Yeslow8

    425 West Capitol
Avenue, Suite 1800

Little Rock, Arkansas
72201-3525

Telephone 501-688-8800

Fax 501-688-8807

    1K.C. Barner

Trav Baxter

Cory D. Childs

Craig R. Cockrell

Courtney C. Crouch, III

Megan Gammill

9Jenny T. Garrett

Alex T. Gray

John K. Harriman

8Kathy M. Heffernan

10Delena c. Hurst

Ben D. Jackson

Margaret A. Johnston

Tony Juneau

Christopher A. McNulty

Katie M. Papasan

Brian A. Pipkin

Emily Milholen Reynolds

Jeffrey L. Spillyards

Zachary T. Steadman

Mary Catherine Way

    Counsel

Jason T. Browning

11Catherine M. Corless

Jeffrey H. Dixon

8Karen P. Freeman

12Anton L. Janik, Jr.

13Bruce McCandless III

Todd L. Newton

Christopher D. Plumlee

14Julie M. Pomerantz

15Randi Reichel

J. Scott Schallhorn

Brian A. Vandiver

Of Counsel

Joseph W. Gelzine

16Hermann Ivester

2H. Maurice Mitchell

John S. Selig

Richard A. Williams

    Writer’s Direct Dial

501-688-8866

August 8, 2011

    1 Only Admitted in Texas

2 Admitted in District of Columbia and Arkansas

3 Admitted in Arizona, Texas and Arkansas

4 Admitted in Tennessee and Texas

5 Admitted in Oklahoma and Arkansas

6 Admitted in Missouri and Arkansas

7 Only Admitted in New York

8 Admitted in Texas and Arkansas

9 Admitted in Louisiana and Arkansas

10 Admitted in Texas, Colorado and Arkansas

11 Admitted in Tennessee and Arkansas

12 Admitted in Colorado and Arkansas

13 Admitted in New York,

Washington, D.C. and Texas

14 Admitted in Georgia and Texas

15 Admitted in Maryland and Washington, D.C.

16 Admitted in the U.S. Patent

and Trademark Office and Arkansas

All Others Admitted Only in Arkansas

Mr. John P. Nolan

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

    Re:

    Home Bancshares, Inc.

Form 10-K for Fiscal Year Ended December 31, 2009

Filed March 5, 2010

Form 10-K for Fiscal Year Ended December 31, 2010

Filed March 10, 2011

Form 10-Q for Fiscal Quarter Ended March 31, 2011

Filed May 6, 2011

File No. 000-51904

Dear Mr. Nolan:

     The following is the response of Home BancShares, Inc. (“Home BancShares” or the “Company”) to
the staff’s comments contained in your letter to Mr. C. Randall Sims dated July 13, 2011. For
convenient reference, this response letter duplicates the text of the enumerated staff comment, as
well as the heading contained in your letter.

Form 10-K for Fiscal Year Ended December 31, 2010

Allowance for Loan Losses, page 72

    1.

    We note your response to comment one from our letter dated May 26, 2011. You
state that you will consider an appraisal to be outdated if market of other

Mr. John P. Nolan

United States Securities and Exchange Commission

August 8, 2011

Page 2

    conditions
have deteriorated and you believe the current market value of the property is not
within 20% of the appraised            value. Please tell us and revise your future
filings to disclose the procedures you perform to determine that the current market
value has decreased at least 20% from the original appraisal valuation:

     Response: As part of the impairment analysis done in conjunction with the determination of
the Allowance for Loan and Lease Losses each quarter, for collateral-dependent loans, management
will estimate a current market value for the collateral using sales comparables or the income
approach using current assumptions. If this process indicates that the estimated market value of
the collateral has declined more than 20% from the original appraisal, we will order a new
appraisal. A sample impairment analysis worksheet, which is prepared quarterly for loans over
$250,000 risk-rated 5 or worse and which requires the 20% evaluation to be conducted, is included
as Exhibit B to the Supplemental Information provided pursuant to Rule 12b-4 in to response to
Comment 3 below. These practices are consistent with banking guidance on the determination of
allowance for loan and lease losses including Section 2065.2, et seq. of the Federal Reserve’s BHC
Supervision Manual, Section 2070 of the Federal Reserve’s, Commercial Bank Examination Manual, the
Interagency Policy Statement on the Allowance for Loan and Lease Losses and the Questions and
Answers on Accounting for Loan and Lease Losses regarding the
Interagency Policy Statement. We will revise our future filings as
requested to disclose the procedures performed.

    2.

    We also note in your response to comment one from our letter dated May 26, 2011
that if a new appraisal is required, it is ordered and will be taken into consideration
during the next completion of the impairment analysis. In absence of a completed
appraisal supporting the underlying collateral, please tell us the policies and
procedures you perform to ensure that you have appropriately accounted for a particular
loan after the request but prior to the receipt of the appraisal (i.e. as of period
end) and consider providing an example to support
your accounting. Please also clarify what would constitute the next completion of
the impairment analysis in this context.

     Response: In the absence of a completed updated appraisal supporting the underlying
collateral during the completion of an impairment analysis, we will use the estimated current
market value that was determined in the process that indicated that an updated appraisal was
needed. The impairment analysis process is performed each quarter during the analysis of the
adequacy of the Allowance for Loan and Lease Losses, so the next completion would be during the
next quarterly adequacy analysis. See Exhibit B to the Supplemental Information for an example of
the use of an estimated current market value to account for a particular loan prior to the receipt
of the ordered appraisal.

Mr. John P. Nolan

United States Securities and Exchange Commission

August 8, 2011

Page 3

Charge-offs and Recoveries, page 73

    3.

    We note your responses to comments two and three from our letter dated May 26,
2011 along with the related supplemental information provided. As a result of the
modifications performed to many of the loans of the Arkansas relationship on or about
June 7, 2009, please tell us in further detail how you determined these loans were not
considered either non-accrual, non-performing, impaired, and/or troubled debt
restructurings as of this date and subsequently, but prior to your decision to
charge-off $23 million during the fourth quarter of 2010. In your response, please tell
us how you considered the following to support your classification and related
accounting for these loans:

    •

    It appears that significant reliance was placed upon the personal guarantee
provided by the Arkansas relationship despite the fact that prior to these
modifications the borrower had well-publicized legal and business issues, which
may have significantly jeopardized the borrowers financial net worth and
resulting ability to repay;

    •

    The modifications made on June 7, 2009 provided for lowered interest rates,
interest-only terms, and extensions of maturity dates. Please tell us whether
these changes were deemed to be market rates and terms when modified and as a
result whether you considered these terms to be concessions that would result
in these loans classified as troubled debt restructurings;

    •

    It appears that absent the continual use of the $1.5 million of credit
(“Debt Service Loan,” Loan No. 31 included in Exhibit A), the remainder of the
loans outstanding to the Arkansas relationship would have become delinquent
more frequently than indicated in your response (i.e. 10-30 days and more than
30 but less than 60 days);

    •

    On July 9, 2009, you changed the loan classification ratings for all of the
loans to the Arkansas borrower from a 4 (“watch”) to a 5 (“other loans
especially mentioned”) and in some cases loans were changed from a 5 to a 6
(“substandard”);

    •

    Despite the many modifications made to the loans to this borrower, it
doesn’t appear based upon review of Exhibit C that appraisals were always
obtained or updated to support the current value of the underlying collateral
for some of these loans.

Mr. John P. Nolan

United States Securities and Exchange Commission

August 8, 2011

Page 4

     Response: Please see the Supplemental Information to this response letter provided pursuant
to Rule 12b-4.

Acknowledgments

     On behalf of the Company, we acknowledge that:

    •

    the Company 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 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.

    Sincerely,

MITCHELL, WILLIAMS, SELIG,

GATES & WOODYARD, P.L.L.C.

    By:
    /s/ C. Douglas Buford, Jr.

    C. Douglas Buford, Jr.

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

DIVISION OF
  CORPORATION FINANCE

        July 13, 2011
 Via Facsimile

Mr. C. Randall Sims Chief Executive Officer Home Bancshares, Inc.
719 Harkrider, Suite 100 Conway, Arkansas 72032
Re:  Home Bancshares, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 5, 2010 Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 10, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 6, 2011 File No. 000-51904
Dear Mr. Sims:

We have reviewed your response to our letter dated May 26, 2011 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 requested information, or by advi sing us when you will provide the requested
response.  Where we have specif ically requested a draft of your proposed disclosures in future
filings, please ensure that it clearly identifies new, revised or deleted disclo sures, as appropriate.
If you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriat e, 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 ma y have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2010

 Allowance for Loan Losses, page 72

1. We note your response to comment one from our letter dated May 26, 2011. You state that
you will consider an appraisal to be outdated if market or othe r conditions have deteriorated
and you believe the current market value of the property is not within 20% of the appraised

Mr. C. Randall Sims
Home Bancshares, Inc.
July 13, 2011 Page 2
 value.  Please tell us and revise your future filings to disclose the procedures you perform to
determine that the current market value has decreased at least 20%  from the original
appraisal valuation.
 2. We also note in your response to comment one  from our letter dated May 26, 2011 that if a
new appraisal is required, it is ordered and will be taken into consideration during the next
completion of the impairment analysis.  In ab sence of a completed ap praisal supporting the
underlying collateral, please tell us the policies and procedures  you perform to ensure that
you have appropriately accounted for a particul ar loan after the reque st but prior to the
receipt of the appraisal (i.e. as of period end) and consider providing an example to support
your accounting. Please also clarify what woul d constitute the next completion of the
impairment analysis in this context.
  Charge-off and Recoveries, page 73

 3. We note your responses to comments two and three from our letter dated May 26, 2011 along
with the related supplemental information provided.  As a result of the modifications
performed to many of the loan s of the Arkansas relationshi p on or about June 7, 2009, please
tell us in further detail how you determined these loans were not considered either non-
accrual, non-performing, impaired, and/or troubled debt restructurings as of this date and
subsequently, but prior to your decision to ch arge-off $23 million during the fourth quarter of
2010.  In your response, please tell us how you considered the following to support your
classification and related accounting for these loans:

 It appears that significan t reliance was placed upon the personal guarantee provided by
the Arkansas relationship despite the fact th at prior to these modifications the borrower
had well-publicized legal and business issues, which may have significantly jeopardized
the borrowers financial net worth and resulting ability to repay;
 The modifications made on June 7, 2009 provided for lowered interest rates, interest-only
terms, and extensions of maturity dates.  Please tell us whether these changes were
deemed to be market rates and terms when modified  and as a result whether you considered these terms to be concessions that  would result in these loans classified as
troubled debt restructurings;
 It appears that absent the continual use of the $1.5 million of credit (“Debt Service
Loan,” Loan No. 31 included in Exhibit A), th e remainder of the loans outstanding to the
Arkansas relationship would have become deli nquent more frequently than indicated in
your response (i.e. 10-30 days and mo re than 30 but less than 60 days);
 On July 9, 2009, you changed the loan classifica tion ratings for all of the loans to the
Arkansas borrower from a 4 (“watch”) to a 5 (“other loans especially mentioned”) and in
some cases loans were changed from a 5 to a 6 (“substandard”); and
 Despite the many modifications made to the loans to this borrower, it doesn’t appear
based upon review of Exhibit C that appraisals were always  obtained or updated to
support the current value of the underlying collateral for some of these loans.

Mr. C. Randall Sims
Home Bancshares, Inc.
July 13, 2011 Page 3

 You may contact John A. Spitz, Staff Accountant, at (202) 551-3484 or me at (202) 551-
3492 with any other questions.
Sincerely,
  /s/ John P. Nolan
John P. Nolan Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

John K. Baker

W. Christopher Barrier

Sherry P. Bartley

Steve Bauman

R. T. Beard, III

C. Douglas Buford, Jr.

Burnie Burner1

Frederick K. Campbell2

Michelle H. Cauley

Charles B. Cliett, Jr.3

Ken Cook

Elisabeth S. DeLargy4

Doak Foster2

Byron Freeland

Allan Gates2

Kathlyn Graves

Harold W. Hamlin

Jeffrey W. Hatfield

L. Kyle Heffley

Donald H. Henry

M. Samuel Jones III

John Alan Lewis

Walter E. May

Lance R. Miller

Stuart P. Miller

T. Ark Monroe, III2

Marshall S. Ney

Anne S. Parker

Larry Parks1

Lyn P. Pruitt

Christopher T. Rogers

Jeffrey L. Singleton

Derrick W. Smith2

Stan D. Smith

Marcella J. Taylor

Jeffrey Thomas2

Nicholas Thompson2

William H.L. Woodyard, III, P.A.

Walter G. Wright, Jr.

Leigh Anne Yeargan

425 West Capitol Avenue, Suite 1800

Little Rock, Arkansas 72201-3525

Telephone 501-688-8800

Fax 501-688-8807

 Trav Baxter

Courtney C. Crouch, III

5Jenny T. Garrett

Alex T. Gray

Regan P. Gruber

John K. Harriman

6Delena c. Hurst

Ben D. Jackson

Margaret A. Johnston

Tony Juneau

Cristina S. Monterrey

Valerie D. Nation

Jeffrey L. Spillyards

Zachary T. Steadman

7Jamie Metz Sweeney

Mary Catherine Wood

    Counsel

1Richard W. Alexander

Robert C. Balfe

8Heather M. Bell

9Catherine M. Corless

Jeffrey H. Dixon

10Jill Grimsley Drewyor

11Anton L. Janik, Jr.

12Bruce McCandless III

Todd L. Newton

Jennifer R. Pierce

13Julie M. Pomerantz

1Kathy Y. Reyes

14Barry G. Skolnick

Shannon S. Smith

Of Counsel

Joseph W. Gelzine

15Hermann Ivester

2H. Maurice Mitchell

John S. Selig

    Jean D. Stockburger

    Richard A. Williams

Writer’s Direct Dial

501-688-8866

June 24, 2011

    1 Only Admitted in Texas

2 Admitted in District of Columbia and Arkansas

3 Admitted in Arizona, Texas and Arkansas

4 Only Admitted in Tennessee and Texas

5 Admitted in Louisiana and Arkansas

6 Admitted in Texas, Colorado and Arkansas

7 Admitted In Florida, Virginia and Arkansas

8 Admitted in California and Arkansas

9 Only Admitted in Tennessee

10 Admitted in Oklahoma and Arkansas

11 Admitted in Colorado and Arkansas

12 Only Admitted in New York,

Washington, D.C. and Texas

13 Only Admitted in Georgia and Texas

14 Only Admitted in New York

15 Admitted in the U.S. Patent

and Trademark Office and Arkansas

All Others Admitted Only in Arkansas

Mr. John P. Nolan

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Home Bancshares, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2009

    Filed March 5, 2010

    Form 10-K for Fiscal Year Ended December 31, 2010

    Filed March 10, 2011

    Form 10-Q for Fiscal Quarter Ended March 31, 2011

    Filed May 6, 2011

    File No. 000-51904

Dear Mr. Nolan:

     The following is the response of Home BancShares, Inc. (“Home BancShares” or the “Company”) to
the staff’s comments contained in your letter to Mr. C. Randall Sims dated May 26, 2011. For
convenient reference, this response letter duplicates the text of the enumerated staff comment, as
well as the heading contained in your letter.

Form 10-K for Fiscal Year Ended December 31, 2010

Allowance for Loan Losses, page 72

Mitchell,
Williams, Selig, Gates & Woodyard, P.L.L.C. | Attorneys at Law

Little Rock•Rogers•Austin | MitchellWilliamsLaw.com

Mr. John P. Nolan

United States Securities and Exchange Commission

June 24, 2011

Page 2

    1.

    We note your response to comment 10 from our letter dated July 29, 2010 and the revised
disclosures provided on page 62 of your Form 10-Q for the period ended September 30, 2010 and
page 73 of your Form 10-K for the period ended December 31, 2010. Specifically, please tell
us in further detail and revise your future filings to clarify what would constitute an
existing appraisal being outdated in addition to how you determine that significant market
changes have occurred as either of these would require a new appraisal. Additionally, please
tell us and revise your future filings to disclose the following:

    •

    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 time lapses during this
process;

     Response: We do not consider an appraisal outdated simply due to the passage of time.
However, if market or other conditions have deteriorated and we believe that the current market
value of the property is not within 20% of the appraised value, we will consider the appraisal
outdated and order a new appraisal for the impairment analysis. The recognition of any provision
or related charge-off on a collateral dependent loan is either through annual credit analysis or,
many times, when the relationship becomes delinquent. If the borrower is not current, we will
update our credit and cash flow analysis to determine the borrower’s repayment ability. If we
determine this ability does not exist and it appears that the collection of the entire principal
and interest is not likely, then the loan could be placed on non-accrual status. In any case,
loans are classified as non-accrual no later than 105 days past due. If the loan requires a
quarterly impairment analysis, this analysis is completed in conjunction with the completion of the
analysis of the adequacy of the allowance for loan and lease losses (“ALLL”). Any exposure
identified through the impairment analysis is shown as a specific reserve on the individual
impairment analysis tab of the ALLL worksheet. If it is determined that a new appraisal is
required, it is ordered and will be taken into consideration during the next completion of the
impairment analysis.

    •

    In more detail, the procedures you perform to monitor these loans between the
receipt of an original appraisal and the updated appraisal;

     Response: Between the receipt of the original appraisal and the updated appraisal, we monitor
the loan’s repayment history and subject the loan to examination by our internal loan review. If
the loan is over $1.0 million, our policy requires an annual credit review. In addition, we update
all financial information and calculate the global repayment ability of the borrower/guarantors.

Mr. John P. Nolan

United States Securities and Exchange Commission

June 24, 2011

Page 3

    •

    Whether you have charged-off an amount different from what was determined to be
the fair 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; and

     Response: We have not charged off an amount less than what was determined to be the fair
value of the collateral as presented in the appraisal for any period presented. However, in
estimating the net realizable value of the collateral, management may deem it appropriate to
discount the appraisal based on the applicable circumstances. In such case, the amount charged off
may result in loan principal outstanding being below fair value as presented in the appraisal.

    •

    How you account for any partially charged-off loans subsequent 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).

     Response: Loans partially charged-off are placed on non-accrual status until it is proven
that the borrower’s repayment ability with respect to the remaining principal balance can be
reasonably assured. This is usually established over a period of 6-12 months of timely payment
performance.

     We will revise our disclosures under “Allowance for Loan Losses” in our future filings to
include the information described above in response to Comment 1 as requested.

Charge-offs and Recoveries, page 73

    2.

    We note your disclosure revisions and response as a result of comments five, six, and seven
of our letter dated February 28, 2011. We also note that you have not completely responded to
our original comments. Specifically as it relates to your Arkansas relationship that resulted
in a $23 million charge-off during the fourth quarter of 2010, please provide for us a
detailed response for each current or previous loan to this borrower and/or relationship and
providing the following:

    •

    The relevant origination information (amount, type of loan, date originated,
collateral support, borrower guarantees, etc.) for all of the 21 loans outstanding at
the time the Individual Borrower became a related party;

    •

    Subsequent performance each-of these loans (i.e. payment activity, loan-to-value
statistics, etc.) and the procedures you performed to monitor each of these loans on a
quarterly basis;

Mr. John P. Nolan

United States Securities and Exchange Commission

June 24, 2011

Page 4

    •

    Whether there were any previous extensions of credit or modifications of
original terms to any current or prior loans, as applicable. If so, please provide us
with a detail of these loans and related terms, the underlying reasons for the
extensions or modifications, past and current payment/performance history, in addition
to any other information deemed necessary;

    •

    The procedures you performed to monitor this borrower and relationship to ensure
that they would be able to repay all amounts due. In this regard and noting that the
Individual Borrower was previously a related party, please provide us with additional
background information related to this Individual Borrower during the prior two fiscal
years ended December 31, 2010 that culminated in your decision in the fourth quarter of
2010 to record a $23 million charge-off of related to this borrower; and

    •

    We note that in the fourth quarter of 2010, you obtained reappraisals of collateral
supporting the real estate loans to this borrower. Please provide us with a timeline
of all previous appraisals obtained, the resulting valuations, and any other
information necessary for a complete understanding.

    Please ensure that your response will allow for a complete understanding of the totality of
the current and previous loans to this borrower and relationship and will provide a time
line of events that led to your decision to record $23 million in charge-offs during the
fourth quarter of 2010 as opposed to a previous period.

    Response: Please see the Supplemental Information provided pursuant to Rule 12b-4.

    3.

    We also note from your response to comments five, six, and seven from our letter dated
February 28, 2011 that during December 2010 management was advised by counsel of a substantial
change in circumstances regarding the collectability of pledged receivables of which you were
previously unaware of that undermined the Individual Borrower’s position with respect to his
entitlement to the requested fees. Other than your initial review of the Settlement
Receivables schedule provided by this borrower at the time the loan was made and subsequent
monthly discussions had with this borrower regarding the status of these cases, please tell us
and explain in further detail if you performed any other procedures (i.e. legal opinion(s) by
your outside counsel) to corroborate and substantiate the likelihood of these collections.

    Response: Please see Exhibit B to the Supplemental Information provided pursuant to Rule
12b-4.

Mr. John P. Nolan

United States Securities and Exchange Commission

June 24, 2011

Page 5

Non-GAAP Financial Measurements, page 85

    4.

    We note you present Diluted Cash Earnings Per Share as a non-GAAP measure. Please tell
us how this measure complies with Question 102.05 of the SEC’s Compliance & Disclosure
Interpretations (C&DI’s) and Accounting Series Release No. 142 as it appears to be a non-GAAP
liquidity measure presented on a per share basis. Please remove this non-GAAP measure in all
future filings or tell us why you believe it is not prohibited.

     Response: Because of our level of intangible assets and related amortization expenses,
management believes the non-GAAP measure is useful in measuring the financial performance of the
Company. Diluted Cash Earnings Per Share does not reflect a non-GAAP liquidity measure presented
on a per share basis. Diluted Cash Earnings Per Share represents diluted earnings per share
excluding intangible amortization. We will revise the title of this non-GAAP measurement to
Diluted Earnings Per Share Excluding Intangible Amortization.

    5.

    As a related matter and to the extent you can support these Non-GAAP measures, please revise
future filings to use a different title to more accurately describe Diluted Cash Earnings Per
Share, Cash Return on Average Assets, and Cash Return on Average Tangible Equity. While these
measures exclude intangible amortization, they include certain non-cash items that impact net
income (provision for loan loss, depreciation, amortization of mortgage servicing rights,
etc.).

     Response: We agree using the title “Cash” could be confusing to the reader of the
financial statements. Thus, we will change the titles of the referenced non-GAAP measurements in
future filings as follows:

    •

    “Diluted Cash Earnings Per Share” will be changed to “Diluted Earnings Per Share
Excluding Intangible Amortization.”

    •

    “Cash Return on Average Assets” will be changed to “Return on Average Assets
Excluding Intangible Amortization.”

    •

    “Cash Return on Average Tangible Equity” will be changed to “Return on Average
Tangible Equity Excluding Intangible Amortization.”

Note 2. Business Acquisitions, page 105

    6.

    We note that during 2010 you participated in five FDIC assisted transactions. We also note
disclosure on page 70 that all covered loans acquired in these transactions were deemed to be
covered impaired loans. In order to further understand, please tell us and revise your
footnotes in future filings to provide an expanded discussion of how you

Mr. John P. Nolan

United States Securities and Exchange Commission

June 24, 2011

Page 6

    applied ASC 310-30 to all of the loans acquired in each of your acquisitions in
addition to addressing the following:

     Response: Certain loans acquired with deteriorated credit quality did not meet the scope of
ASC 310-30 due to cash flows and prepayments not being able to be effectively estimated. The
discounts on these loans are recognized using the effective interest method. These loans consisted
primarily of revolving credit lines, credit cards and other open ended consumer loans. The balance
of these loans is not material.

    •

    Separately identify your credit impaired purchased loans that were subject to ASC
310-30 from your non-credit impaired purchased loans that were not subject to ASC
310-30.

     Response: We determined it was not material to disclose the amount of credit impaired
purchased loans that were not subject to ASC 310-30. This amount represented only approximately
3.8% of the total acquired loans on acquisition date.

    •

    We note disclosure on page 102 that the acquired loans were grouped into pools based
on common risk characteristics. Please tell us the specific loan characteristics you
identified which allowed you to segregate the acquired loans into pools for accretion
and impairment testing purposes. Tell us how many pools you created and the basis for
segregation. Identify whether performing and nonperforming loans were separately
segregated.

     Response: Performing and non-performing acquired loans were separately segregated. During
the acquisition period, the acqui

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

DIVISION OF
  CORPORATION FINANCE

       May 26, 2011

Mr. C. Randall Sims Chief Executive Officer Home Bancshares, Inc.
719 Harkrider, Suite 100 Conway, Arkansas 72032
Re:  Home Bancshares, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 5, 2010 Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 10, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 6, 2011 File No. 000-51904
Dear Mr. Sims:
We have reviewed your response to our letter dated February 28, 2011 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 requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2010

Allowance for Loan Losses, page 72

1. We note your response to comment 10 from our letter dated July 29, 2010 and the revised disclosures provided on page 62 of your Form  10-Q for the period ended September 30,
2010 and page 73 of your Form 10-K for the period ended December 31, 2010.  Specifically, please tell us in further detail a nd revise your future filings to clarify what
would constitute an existing appraisal bei ng outdated in addition to how you determine
that significant market changes have occurr ed as either of these would require a new

Mr. C. Randall Sims
Home Bancshares, Inc.
May 26, 2011 Page 2
appraisal. Additionally, please tell us and revise your future filings to disclose the following:

• The typical timing surrounding the recogni tion of a collateral dependent lending
relationship and respective loans as nonpe rforming, 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 time lapses  during this process;
• In more detail, the procedures you perform to monitor these loan s between the receipt
of an original appraisal and the updated appraisal;
• Whether you have charged-off an amount diffe rent from what was determined to be
the fair value of the collateral as presente d 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; and
• How you account for any partially charged-o ff loans subsequent to receiving an
updated appraisal. In this regard, specifi cally tell us your policies regarding whether
or not these loans return to performing or remain non-perf orming status, in addition to
whether or not any of the terms of the orig inal loans have been modified (e.g. loan
extension, changes to in terest rates, etc).

Charge-offs and Recoveries, page 73

2. We note your disclosure revisions and res ponse as a result of comments five, six, and
seven of our letter dated February 28, 2011.  We also note that you have not completely
responded to our original comments. Speci fically as it relates to your Arkansas
relationship that resulted in a $23 million ch arge-off during the fourth quarter of 2010,
please provide for us a detailed response for each current or previous loan to this borrower and/or relationship and providing the following:

• The relevant origination information (amount, type of loan, date originated, collateral
support, borrower guarantees, etc.) for all of  the 21 loans outstanding at the time the
Individual Borrower became a related party;
• Subsequent performance each of these lo ans (i.e. payment activity, loan-to-value
statistics, etc.) and the procedures you performed to monitor each of these loans on a quarterly basis;
• Whether there were any previous extensions  of credit or modifications of original
terms to any current or prior loans, as appli cable. If so, please provide us with a detail
of these loans and related terms, the underlying reasons for the extensions or
modifications, past and current payment/perfo rmance history, in addition to any other
information deemed necessary;
• The procedures you performed to monitor th is borrower and relationship to ensure
that they would be able to repay all amounts due. In this regard and noting that the Individual Borrower was previously a relate d party, please provide us with additional
background information related to this I ndividual Borrower du ring the prior two

Mr. C. Randall Sims
Home Bancshares, Inc.
May 26, 2011 Page 3
fiscal years ended December 31, 2010 that culm inated in your decision in the fourth
quarter of 2010 to record a $23 million charge-off of related to this borrower; and
• We note that in the fourth quarter of 2010, you obtained reappraisals of collateral
supporting the real estate loans to this borro wer. Please provide us  with a timeline of
all previous appraisals obtained, the resu lting valuations, and any other information
necessary for a complete understanding.
Please ensure that your response will allow for a complete understandi ng of the totality of
the current and previous loans to this borro wer and relationship and will provide a time
line of events that led to your decision to  record $23 million in charge-offs during the
fourth quarter of 2010 as oppos ed to a previous period.

3. We also note from your response to comments five, six, and seven from our letter dated
February 28, 2011 that during December 2010 management was advised by counsel of a substantial change in circumstances regarding the collectability of pl edged receivables of
which you were previously unaware of th at undermined the Individual Borrower’s
position with respect to his entitlement to the requested fees. Ot her than your initial
review of the Settlement Receivables sche dule provided by this borrower at the time the
loan was made and subsequent monthly discus sions had with this borrower regarding the
status of these cases, please tell us and explain in further detail if you performed any other procedures (i.e. lega l opinion(s) by your outside counsel) to corroborate and
substantiate the likelihoo d of these collections.
 Non-GAAP Financial Measurements, page 85

4. We note you present Diluted Cash Earnings Per Share as a non-GAAP  measure. Please
tell us how this measure complies with Question 102.05 of the SEC’s Compliance & Disclosure Interpretations (C &DI’s) and Accounting Series Release No. 142 as it appears
to be a non-GAAP liquidity measure presented on a per share basis. Please remove this
non-GAAP measure in all future filings or te ll us why you believe it is not prohibited.

5. As a related matter and to the extent you can  support these Non-GAAP  measures, please
revise future filings to use a different title  to more accurately describe Diluted Cash
Earnings Per Share, Cash Return on Aver age Assets, and Cash Return on Average
Tangible Equity. While these measures excl ude intangible amortization, they include
certain non-cash items that impact net inco me (provision for loan loss, depreciation,
amortization of mortgage servicing rights, etc.).

Note 2. Business Acquisitions, page 105

6. We note that during 2010 you participated in five FDIC assisted tran sactions.  We also
note disclosure on page 70 that all covered loans acquired in these transactions were deemed to be covered impaired loans. In order to further understa nd, please tell us and
revise your footnotes in future filings to provide an expanded discussion of how you

Mr. C. Randall Sims
Home Bancshares, Inc.
May 26, 2011 Page 4
applied ASC 310-30 to all of the loans acquired in each of your acquisitions in addition to
addressing the following:

• Separately identify your credit impaired pur chased loans that were subject to ASC
310-30 from your non-credit impaired purchased  loans that were not subject to ASC
310-30.
• We note disclosure on page 102 that the acq uired loans were grouped into pools based
on common risk characteristic s. Please tell us the speci fic loan characteristics you
identified which allowed you to segregate the acquired loans into pools for accretion
and impairment testing purposes. Tell us how many pools you created and the basis for
segregation. Identify whether performing and nonperforming loans were separately
segregated.
• Tell us the amount of loans that were pe rforming versus nonperforming as of the
acquisition date for each loan category.
• Please tell us the specific information you reviewed in order to determine that you
would not be able to collect all contract ually required payments pursuant to ASC 310-
30-05.
• Discuss and quantify the impact of purchase  price adjustments made in subsequent
periods to the extent they are material as we note on page 106 that fair value estimates are subject to change for up to one year af ter the closing date of the acquisition as
additional information relative  to closing date fair va lues become available.
 Note 4. Loans Receivable Not Covered by Loss Share and Allowance for Loan Losses, page 123

7. We note your table detailing the activity in th e allowance for possible loan losses by loan
type on page 123.  Due to the different cr edit risks and underlying collateral for your
commercial real estate non-fa rm/non-residential as compared  to your construction/land
development loan portfolios, please revise this table in future filings to separately disclose these two classes of financing receiv ables within this tabl e. Please provide us
with your proposed disclosure as of  March 31, 2011 and December 31, 2010.

8. As a related matter, please also revise the tabl e on page 123 in future filings to disclose
both the balance of your allowance for possible loan losses and your recorded investment in financing receivables by impairment met hod (e.g. collectively evaluated, individually
evaluated, acquired with deteriorated credit quality) for each loan portfolio segment. Refer to ASC 310-10-50-11B(g) and (h) and th e example disclosure in ASC 310-10-55-7
for guidance.

9. Please revise your aging analysis for your non-covered loan portfolio on page 124 in
future filings to further breakout the amount s included in the 30-89 days past due bucket
into loans past due 30-59 days and loans past due 60-89 days. Please refer to 310-10-55-
9.

Mr. C. Randall Sims
Home Bancshares, Inc.
May 26, 2011 Page 5
10. We note your disclosures on page 124 that as of December 31, 2010 and 2009 you had $57.3 million and $35.2 million, respectively, in rest ructured non-covered loans. We also
note that most of these credits are where borro wers have continued to pay as agreed but
negotiated a lower interest ra te due to general economic pr essures rather than credit
specific pressures. Please revise your futu re filings to further disaggregate your non-
restructured loans by loan type and concessi on granted as we note disclosure on page 68
that you may either reduce the monthly payment and/or interest rate for generally about
three to twelve months.

11. We note your disclosure on page 125 that in terest recognized on non-covered impaired
loans during the year ended December 31, 2010 was $4.5 million. Please revise your future filings to include this information in your table on page 125 disaggregated by class of financing receivable pursuant to  ASC 310-10-50-15(c)(2) and ASC 310-10-55-10.
Additionally, please also disclose the amount of interest in come recognized using a cash-
basis method, as applicable, pursu ant to ASC 310-10-50-15(c)(3).

12. As a related matter, please also revise future  filings to disclose the amount of interest
income that represents the change in present value attributable to the passage of time or disclose that you recognize this amount as  bad-debt expense. Refer to ASC 310-10-50-
19.

13. We note the qualitative disclosures of your ri sk ratings as disclosed on page 126 but that
you only provide qualitative disclosures rela ted to your classified loans on page 127.
Since you disclose that management tracks certa in credit quality indicators such as the
risk ratings of loans, please revise your future filings to include quantitative disclosures
for all of your risk rated loans (i.e. Risk ratings 1-5) in your table on page 127. Please
refer to ASC 310-10-50-29 and ASC 310-10-55-8. Please also provide us with your proposed disclosures as of March 31, 2011.
14. We note your disclosure on page 127 that you have established minimum dollar amount
thresholds for loan impairment testing. Please te ll us and revise future filings to explicitly
disclose your policy for determining whic h loans are individually assessed for
impairment. Refer to ASC 310-10-50-15(d).

15. Please revise future filings to disclose your  policy for recognizing interest income and
how cash receipts are recorded on impaired loans. Refer to AS C 310-10-50-15(b).
 Note 5. Loans Receivable Covered by FDIC Loss Share, page 127

16. We note disclosure of the aging analysis of your covered loan portfolio as of December
31, 2010 on page 128. Please note that this disclo sure is not required for loans acquired
with deteriorated credit quali ty pursuant to ASC 310-10-50-5A. As a result, please either
remove this disclosure from your future filings or revise to further clarify your current disclosure. Specifically, consider disclosing how these acquired loans are determined to

Mr. C. Randall Sims
Home Bancshares, Inc.
May 26, 2011 Page 6
 be current as compared to past due taken into  consideration that these loans are accounted
for on a pooled basis and considered to be performing, in addition to any other
information necessary for a complete understanding.

Note 20. Financial Instruments, page 140

17. We note your disclosure on page 140 that your non-covered impaired loans for which
appraisals of underlying collatera l are obtained are considered to be Level 3 valuations as
compared to your foreclosed assets held for sale for which valuations are periodically
performed by management are considered to be Level 2. Please tell us and revise your
future filings to further explain why there ar e differing levels of fair values for each of
these financial assets.

You may contact John A. Spitz, Staff Accountant, at (202) 551-3484 or me at (202) 551-
3492 with any other questions.
Sincerely,

John P. Nolan Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

    John K. Baker

M.
Samuel Jones III

425
West Capitol Avenue, Suite 1800

    Trav Baxter

    Counsel

    W. Christopher Barrier

    John Alan Lewis

    Little
Rock, Arkansas 72201-3525

    Cory D. Childs

    11Catherine M. Corless

    Sherry P. Bartley

    Walter E. May

Telephone
501-688-8800

    Courtney C. Crouch, III

    Jeffrey H. Dixon

    Steve Bauman

    Lance R. Miller

    Fax 501-688-8807

    Megan Gammill

    8Karen P. Freeman

    R. T. Beard, III

    Stuart P. Miller

    9Jenny T. Garrett

    12Anton L. Janik, Jr.

    C. Douglas Buford, Jr.

    T. Ark Monroe, III2

    Alex T. Gray

    13Bruce McCandless III

    Burnie Burner1

    Marshall S. Ney

    John K. Harriman

    Todd L. Newton

    Frederick K. Campbell2

    Anne S. Parker

    8Kathy M. Heffernan

    Christopher D. Plumlee

    Michelle H. Cauley

    Larry Parks1

    10Delena c. Hurst

    14Julie M. Pomerantz

Charles B. Cliett, Jr.3

    Jennifer Pierce

    Ben D. Jackson

    15Randi Reichel

    Ken Cook

    Lyn P. Pruitt

    Margaret A. Johnston

    J. Scott Schallhorn

    Elisabeth S. DeLargy4

    Christopher T. Rogers

    Tony Juneau

    Brian A. Vandiver

    Jill Grimsley Drewyor5

    Jeffrey L. Singleton

    Christopher A. McNulty

    Of Counsel

    Doak Foster2

    Barry G. Skolnick7

    Katie M. Papasan

    Joseph W. Gelzine

    Byron Freeland

    Derrick W. Smith2

    Brian A. Pipkin

    16Hermann Ivester

    Allan Gates2

    Stan D. Smith

    Jeffrey L. Spillyards

    2H. Maurice Mitchell

    Kathlyn Graves

    Marcella J. Taylor

    Zachary T. Steadman

    John S. Selig

    Harold W. Hamlin

    Jeffrey Thomas2

Mary
Catherine Way

    Richard A. Williams

    Jeffrey W. Hatfield

William
H.L. Woodyard, III, P.A.

    L. Kyle Heffley6

    Walter G. Wright, Jr.

    Donald H. Henry

    Leigh Anne Yeargan

    Tod Yeslow8

    1 Only Admitted in Texas

    2 Admitted in District of Columbia
and Arkansas

    3 Admitted in Arizona, Texas and
Arkansas

    4 Admitted in Tennessee and Texas

    5 Admitted in Oklahoma and
Arkansas

    6 Admitted in Missouri and
Arkansas

    7 Only Admitted in New York

    8 Admitted in Texas and Arkansas

    9 Admitted in Louisiana and
Arkansas

    10 Admitted in Texas, Colorado and
Arkansas

    11 Admitted in Tennessee and
Arkansas

    12 Admitted in Colorado and
Arkansas

    13 Admitted in New York,

    Writer’s Direct Dial

    Washington, D.C. and Texas

    501-688-8866

    14 Admitted in Georgia and Texas

    15 Admitted in Maryland and
Washington, D.C.

    April 18, 2011

    16 Admitted in the U.S. Patent

    and Trademark Office and Arkansas

    All Others Admitted Only in
Arkansas

Mr. Michael R. Clampitt

Senior Attorney

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

     Home BancShares, Inc.

Form 10-K for the year ended December 31, 2009, filed March 5, 2010

Schedule 14A, filed March 8, 2010

Form 10-Q for the quarterly period ended March 31, 2010, filed May 10, 2010

Form 10-Q for the quarterly period ended June 30, 2010, filed August 9, 2010

Form 10-Q for the quarterly period ended September 30, 2010, filed November 8, 2010

Form 8-K, Filed January 3, 2011

File No. 000-51904

Dear Mr. Clampitt:

     The following is the response of Home BancShares, Inc. (“Home BancShares” or the “Company”) to
the staff’s comments contained in your letter to Mr. C. Randall Sims dated February 28, 2011. For
convenient reference, this response letter duplicates the text of the enumerated staff comment, as
well as the heading contained in your letter.

Form 10-K for the Fiscal Year ended December 31 2009

Business, page 3

Overview, page 3

    1.

    We acknowledge your proposed response to comment 1. In future filings,
please delete or disclose the basis for your claim, on page 5 of your response letter,
that

Mr. Michael R. Clampitt

United States Securities and Exchange Commission

April 18, 2011

Page 2

    central Arkansas is “one of the strongest metropolitan area in the country.”
Define what you mean by “strongest”. We note that according to the U.S. Bureau of
Labor Statistics the Pine Bluff metropolitan area has an unemployment rate of 9.8
percent and it ranks 251 of 372 metropolitan areas based on unemployment rates in
December 2010 (with the areas with lowest rates being ranked highest).

     Response:

     We will delete the phrase “one of the strongest metropolitan areas in the country” from future
filings.

Lending Activities, page 7

    2.

    We acknowledge your proposed response to comment 3. Please include in your
future filings, revision of your proposed disclosure on page 9 on your response letter,
as follows:

    •

    revise your claim that you “focus on the primary and secondary methods of
repayment” to describe types of collateral which you accept and discuss whether
or not you independently appraise the value of collateral before approving each
loan;

     Response:

     We have added discussion in the proposed disclosure on pages 6-8 of our response letter
regarding whether or not it is our general practice to independently appraise the value of that
collateral. For convenient reference, we have underlined the added discussion below.

    Real Estate — Non-farm/Non-residential. Non-farm/non-residential loans consist
primarily of loans secured by real estate loans on income-producing properties, such
as shopping/retail centers, hotel/motel properties, office buildings, and
industrial/warehouse properties. Commercial lending on income-producing property
typically involves higher loan principal amounts, and the repayment of these loans
is dependent, in large part, on sufficient income from the properties
collateralizing the loans to cover operating expenses and debt service. This
category of loans also includes specialized properties such as churches, marinas,
and nursing homes. Additionally, we make commercial mortgage loans to entities to
operate in these types of properties, and the repayment of these loans is dependent,
in large part, on the cash flow generated by these entities in the operations of the
business. Often, a secondary source of repayment will include

Mr. Michael R. Clampitt

United States Securities and Exchange Commission

April 18, 2011

Page 3

    the sale of the subject collateral. When this is the case, it is generally our
practice to obtain an independent appraisal of this collateral within the
Interagency Appraisal and Evaluation Guidelines.

    Real Estate — Construction/Land Development. This category of loans includes loans
to residential and commercial developers to purchase raw land and to develop this
land into residential and commercial land developments. In addition, this category
includes construction loans for all of the types of real estate loans made by the
Bank, including both commercial and residential. These loans are generally secured
by a first lien on the real estate being purchased or developed. Often, the
primary source of repayment will be the sale of the subject collateral. When this is
the case, it is generally our practice to obtain an independent appraisal of this
collateral within the Interagency Appraisal and Evaluation Guidelines.

    Real Estate — Residential. Our residential mortgage loan program primarily
originates loans to individuals for the purchase of residential property. We
generally do not retain long-term, fixed-rate residential real estate loans in our
portfolio due to interest rate and collateral risks. Residential mortgage loans to
individuals retained in our loan portfolio primarily consisted of 52% owner occupied
1-4 family properties and 39% non-owner occupied 1-4 family properties (rental).
The primary source of repayment for these loans is generally the income and/or
assets of the individual to whom the loan is made. Often, a secondary source of
repayment will include the sale of the subject collateral. When this is the case, it
is generally our practice to obtain an independent appraisal of this collateral
within the Interagency Appraisal and Evaluation Guidelines.

    Consumer. While our focus is on service to small and medium-sized businesses, we
also make a variety of loans to individuals for personal, family and household
purposes, including secured and unsecured installment and term loans. The
primary source of repayment for these loans is generally the income and/or assets of
the individual to whom the loan is made. When secured, we may independently assess
the value of the collateral provided using a third-party valuation source.

    Commercial and Industrial. Our commercial and industrial loan portfolio primarily
consisted of 45% inventory/AR financing, 21% equipment/vehicle financing and 34%
other, including letters of credit at less than 1%. This category includes loans to
smaller business ventures, credit lines for working capital and short-term inventory
financing, for example. These loans are typically secured by

Mr. Michael R. Clampitt

United States Securities and Exchange Commission

April 18, 2011

Page 4

    the assets of the business, and are supplemented by personal guaranties of the
principals and often mortgages on the principals’ primary residences. The
primary source of repayment may be conversion of the assets into cash flow, as in
inventory and accounts receivable, or may be cash flow generated by operations, as
in equipment/vehicle financing. Assessing the value of inventory can involve many
factors including, but not limited to, type, age, condition, level of conversion and
marketability, and can involve applying a discount factor or obtaining an
independent valuation, based on the assessment of the above factors. Assessing the
value of accounts receivable can involve many factors including, but not limited to,
concentration, aging, and industry, and can involve applying a discount factor or
obtaining an independent valuation, based on the assessment of the above factors.
Assessing the value of equipment/vehicles may involve a third-party valuation
source, where applicable.

    •

    as we requested, describe your policy on making additional loans to
borrowers to a borrower or any related interest of the borrower who is past
due in principal or interest more than 90 days;

    •

    revise your discussion of loans that exceed your lending limit to
disclose the maximum amount outstanding to a single borrower; and

     Response:

     We have revised the proposed response on page 9 of the response letter to address the two
bullet points above. For convenient reference, we have underlined the revisions below.

    Lending Policies. We have established common loan documentation procedures and
policies, based on the type of loan, for our Bank subsidiary. The board of directors
periodically reviews these policies for validity. In addition, it has been and will
continue to be our practice to attempt to independently verify information provided
by our borrowers, including assets and income. We have not made loans similar to
those commonly referred to as “no doc” or “stated income” loans. We focus on the
primary and secondary methods of repayment, and prepare global cash flows where
appropriate. There are legal restrictions on the dollar amount of loans available
for each lending relationship. The Arkansas Banking Code provides that no loan
relationship may exceed 20% of a bank’s risk based capital,
and we are in compliance with this restriction. In addition, we are not dependent
upon any single lending relationship for an amount exceeding 10% of our revenues.
As of December 31, 2010, the maximum amount outstanding to a single borrower was
$44.9 million. As a community lender, we believe from time to

Mr. Michael R. Clampitt

United States Securities and Exchange Commission

April 18, 2011

Page 5

    time it is in our best interest to agree to modifications or restructurings. These
modifications/restructurings can take the form of a reduction in interest rate, a
move to interest-only from principal and interest payments, or a lengthening in the
amortization period or any combination thereof. Furthermore, we may make an
additional loan or loans to a borrower or related interest of a borrower who is past
due more than 90 days. These circumstances will be very limited in nature, and when
approved by the appropriate lending authority, will likely involve obtaining
additional collateral that will improve the collectability of the overall
relationship. It is our belief that judicious usage of these tools can improve
the quality of our loan portfolio by providing our borrowers an improved probability
of survival during difficult economic times.

    •

    revise your discussion of modifications/restructurings to quantify, if
material, the extent to which you cancel single existing loans and replace
them with multiple new loans.

     Response:

     Occasionally, we will modify/restructure a single loan by splitting it into two loans
following the interagency guidance involving the workout of commercial real estate loans. The loan
representing the portion that is supported by the current cash flow of the borrower or project will
remain on the Bank’s books, while the loan representing the portion that cannot be serviced by
current cash flow is charged off.

Form 10-Q for the Quarterly Period ended March 31, 2010

Business Combinations, page 11

    3.

    We acknowledge your proposed response to comment 14. As we requested in the
last bullet point, include in your future filings discussion and analysis in the MD&A
of how you are or may be affected by the underlying findings of the following:

    •

    the Cease and Desist Order issued by the U.S. Office of Thrift Supervision
against Key West Bank entered on November 12, 2009; and

Mr. Michael R. Clampitt

United States Securities and Exchange Commission

April 18, 2011

Page 6

     Response:

     We will include in the footnotes to our 2010 financial statements of our Form 10-K filing for
the year ended December 31, 2010, the following disclosure:

     In the FDIC acquisition transactions, we assume certain assets and liabilities of the
former institution under a loss share agreement with the FDIC. Any regulatory agreements or
orders that existed for the former institution do not apply to the assuming institution.
We, as the assuming institution, are evaluated separately by our regulators and any
weaknesses of the former institution are considered in the separate evaluation. Also, the
loss share agreements help to mitigate any weaknesses that may have existed in the former
institution.

    •

    the Written Agreement between Old Southern Bank, the Federal Reserve Bank
and the State of Florida, Office of Financial Regulation, dated September 23,
2009.

     Response:

     We will include in the footnotes to our 2010 financial statements of our Form 10-K filing for
the year ended December 31, 2010, the following disclosure:

     In the FDIC acquisition transactions, we assume certain assets and liabilities of the
former institution under a loss share agreement with the FDIC. Any regulatory agreements or
orders that existed for the former institution do not apply to the assuming institution.
We, as the assuming institution, are evaluated separately by our regulators and any
weaknesses of the former institution are considered in the separate evaluation. Also, the
loss share agreements help to mitigate any weaknesses that may have existed in the former
institution.

    For instance, discuss the impact on Home BancShares, from the finding that Key
West Bank was operating with “an excessive concentration of interest only and
nonresidential real estate loans” and with “a heavy reliance on short-term
potentially volatile deposits as a source for funding longer-term investments.”
Please discuss the status of the Order and the Agreeme

CORRESP
1
filename1.htm

corresp

425
West Capitol Avenue, Suite 1800
Little Rock, Arkansas
72201-3525
Telephone 501-688-8800
Fax 501-688-8807

    John K. Baker

    M. Samuel Jones III

    Trav Baxter

    Counsel

    Robert C. Balfe

    John Alan Lewis

    Cory D. Childs

    7Heather M. Bell

    W. Christopher Barrier

    Walter E. May

    Courtney C. Crouch, III

    8Catherine M. Corless

    Sherry P. Bartley

    Lance R. Miller

    Megan Gammill

    Jeffrey H. Dixon

    Steve Bauman

    Stuart P. Miller

    5Jenny T. Garrett

    9Jill Grimsley Drewyor

    R. T. Beard, III

    T. Ark Monroe, III2

    Alex T. Gray

    10Karen P. Freeman

    C. Douglas Buford, Jr.

    Marshall S. Ney

    John K. Harriman

    11Anton L. Janik, Jr.

    Burnie Burner1

    Anne S. Parker

    6Delena c. Hurst

    12Bruce McCandless III

    Frederick K. Campbell2

    Larry Parks1

    Ben D. Jackson

    Todd L. Newton

    Michelle H. Cauley

    Lyn P. Pruitt

    Margaret A. Johnston

    Jennifer R. Pierce

    Charles B. Cliett, Jr.3

    Christopher T. Rogers

    Tony Juneau

    13Julie M. Pomerantz

    Ken Cook

    Jeffrey L. Singleton

    Christopher A. McNulty

    14Randi Reichel

    Elisabeth S. DeLargy4

    Derrick W. Smith2

    Brian A. Pipkin

    15Barry G. Skolnick

    Doak Foster2

    Stan D. Smith

    Jeffrey L. Spillyards

    Brian A. Vandiver

    Byron Freeland

    Marcella J. Taylor

    Zachary T. Steadman

    1Tod Yeslow

    Allan Gates2

    Jeffrey Thomas2

    Mary Catherine Wood

    Kathlyn Graves

    Nicholas Thompson2

    Of Counsel

    Harold W. Hamlin

    William H.L. Woodyard, III, P.A.

    Joseph W. Gelzine

    Jeffrey W. Hatfield

    Walter G. Wright, Jr.

    16Hermann Ivester

    L. Kyle Heffley

    Leigh Anne Yeargan

    2H. Maurice Mitchell

    Donald H. Henry

    John S. Selig

    Richard A. Williams

    Writer’s Direct Dial

    1 Only Admitted in Texas

    501-688-8866

    2 Admitted in District of Columbia and Arkansas

    3 Admitted in Arizona, Texas and Arkansas

    August 26, 2010

    4 Only Admitted in Tennessee and Texas

    5 Admitted in Louisiana and Arkansas

    6 Admitted in Texas, Colorado and Arkansas

    7 Admitted in California and Arkansas

    8 Admitted in Tennessee and Arkansas

    9 Admitted in Oklahoma and Arkansas

    10 Admitted in Texas and Arkansas

    11 Admitted in Colorado and Arkansas

    12 Only Admitted in New York,

    Washington, D.C. and Texas

    13 Only Admitted in Georgia and Texas

    14 Only Admitted in Maryland

    15 Only Admitted in New York

    16 Admitted in the U.S. Patent

    and Trademark Office and Arkansas

    All Others Admitted Only in Arkansas

Mr. Michael R. Clampitt

Senior Attorney

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    Home BancShares, Inc.

    Form 10-K for the year ended December 31, 2009, filed March 5, 2010

    Schedule 14A, filed March 8, 2010

    Form 10-Q for the quarterly period ended March 31, 2010, filed May 10, 2010

    File No. 000-51904

    Form 8-K, filed July 22, 2010

Dear Mr. Clampitt:

     The
following is the response of Home BancShares, Inc. (“Home
BancShares” or the “Company”) to the staff’s comments
contained in your letter to Mr. C. Randall Sims dated July 29, 2010. For convenient reference,
this response letter duplicates the text of the enumerated staff comment, as well as the heading
contained in your letter.

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. Michael R. Clampitt

United States Securities and Exchange Commission

August 26, 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;

     Response:

We will
add in future filings the following disclosure:

    As of or for the Years Ended December 31,

    2009

    2008

    2007

    Total assets

    $
    2,684,865

    $
    2,580,093

    $
    2,291,630

    Total deposits

    1,835,423

    1,847,908

    1,592,206

    Total revenue

    162,912

    174,435

    167,519

    Net income

    26,806

    10,116

    20,445

    •

    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;

     Response:

We will add in future filings the following disclosure:

     We believe that many individuals and businesses prefer banking with a locally
managed community bank capable of providing flexibility and quick decisions. The
execution of our community banking strategy has allowed us to rapidly build our
network of bank subsidiaries through acquisitions.

     Twin City Bank — In May 2000, we were the largest investor in a group that
formed a holding company (subsequently renamed TCBancorp), acquired an existing bank
charter, and relocated the charter to North Little Rock, Arkansas. TCBancorp owned
Twin City Bank, with branch locations in the Little Rock/North Little Rock
metropolitan area. In January 2005, we acquired through merger the 68% of
TCBancorp’s common stock we did not already own. The purchase brought our ownership
of TCBancorp to 100%. TCBancorp had total assets of $633.4 million, loans of $261.9
million and total deposits of $500.1
million at the effective date of the acquisition. We also assumed debt
obligations with carrying values of $20.9 million, which approximated their fair
market values because the rates being paid on the obligations were at or near
estimated current market rates. The purchase price for the TCBancorp acquisition was
$43.9 million, which consisted of approximately $110,000 of cash and the issuance of

Mr. Michael R. Clampitt

United States Securities and Exchange Commission

August 26, 2010

Page 3

4,050,878 shares (adjusted for the 8% stock dividend in 2008) of our common
stock. As a result of this transaction, we recorded goodwill of $1.1 million and a
core deposit intangible of $3.3 million.

     Marine Bank - In June 2005, we acquired Marine Bancorp, Inc., and its
subsidiary, Marine Bank, in Marathon, Florida. Marine Bank was established in 1995.
Our Chairman and Chief Executive Officer, John W. Allison, was a founding board
member and the largest shareholder of Marine Bancorp, owning approximately 13.9% of
its stock at the time of our acquisition. Marine Bank had total assets of $257.6
million, loans of $215.2 million and total deposits of $200.7 million on the date of
the acquisition. We also assumed debt obligations with carrying values of $39.7
million, which approximated their fair market values because the rates being paid on
the obligations were at or near estimated current market rates. The consideration
for the merger was $15.6 million comprised of approximately 60.5%, or $9.4 million,
in cash and 39.5%, or $6.2 million, in shares of our Class B preferred stock. As a
result of this transaction, we recorded goodwill of $4.6 million and a core deposit
intangible of $2.0 million.

     Bank of Mountain View - In September 2005, we acquired Mountain View
Bancshares, Inc., and its subsidiary, Bank of Mountain View which had total assets
of $202.5 million, loans of $68.8 million and total deposits of $158.0 million on
the date of the acquisition. The consideration for the merger was $44.1 million,
which was paid approximately 90%, or $39.8 million, in cash and 10%, or $4.3
million, in shares of our common stock. As a result of this transaction, we recorded
goodwill of $13.2 million and a core deposit intangible of $3.0 million.

     Centennial Bank - On January 1, 2008, we acquired Centennial Bancshares, Inc.
and its subsidiary, Centennial Bank. Centennial Bank had total assets of $234.1
million, loans of $192.8 million and total deposits of $178.8 million on the date of
acquisition. The consideration for the merger was $25.4 million, which was paid
approximately 4.6%, or $1.2 million in cash and 95.4%, or $24.3 million, in shares
of our common stock. In connection with the acquisition, $3.0 million of the
purchase price, consisting of $139,000 in cash and 140,456 shares (adjusted for the
8% stock dividend in 2008) of our common stock, was placed in escrow related to
possible losses from identified loans and an IRS examination. In the first quarter
of 2008, the IRS examination was completed which resulted in $1.0 million of the
escrow proceeds being released. In the fourth
quarter of 2009, approximately $334,000 of losses from the escrowed loans was
identified. After we were reimbursed 100% for those losses, the remaining escrow
funds were released. In addition to the consideration given at the time of the
merger, the merger agreement provided for additional contingent consideration to

Mr. Michael R. Clampitt

United States Securities and Exchange Commission

August 26, 2010

Page 4

Centennial’s stockholders of up to a maximum of $4.0 million, which could be
paid in cash or our common stock at the election of the former Centennial accredited
stockholders, based upon the 2008 earnings performance. The final contingent
consideration was computed and agreed upon in the amount of $3.1 million on March
11, 2009. We paid this amount to the former Centennial stockholders on a pro rata
basis on March 12, 2009. All of the former Centennial stockholders elected to
receive the contingent consideration in cash. As a result of this transaction, we
recorded total goodwill of $15.4 million and a core deposit intangible of $694,000
during 2008 and 2009.

     Investment in White River Bancshares - In January 2005, we purchased 20% of the
common stock during the formation of White River Bancshares, Inc. of Fayetteville,
Arkansas for $9.1 million. White River Bancshares owns all of the stock of Signature
Bank of Arkansas, with branch locations in northwest Arkansas. In January 2006,
White River Bancshares issued an additional $15.0 million of common stock. To
maintain our 20% ownership, we made an additional investment of $3.0 million in
January 2006. During April 2007, White River Bancshares acquired 100% of the stock
of Brinkley Bancshares, Inc. in Brinkley, Arkansas. As a result, we made a $2.6
million additional investment in White River Bancshares on June 29, 2007 to maintain
our 20% ownership. On March 3, 2008, White River Bancshares repurchased our 20%
investment in their company which resulted in a one-time gain of $6.1 million.

     In December 2008, we began the process of combining the charters of our banks
and adopting Centennial Bank as the common name. First State Bank and Marine Bank
began the process by consolidating and adopting Centennial Bank as its new name.
Community Bank and Bank of Mountain View followed and were completed in the first
quarter of 2009, and Twin City Bank and the original Centennial Bank finished the
process in June of 2009. All of our banks now have the same name, logo and charter,
allowing for a more customer-friendly banking experience and seamless transactions
across our entire banking network. We remain committed, however, to our community
banking philosophy and will continue to rely on local community bank boards and
management built around experienced bankers with strong local relationships.

    •

    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

Mr. Michael R. Clampitt

United States Securities and Exchange Commission

August 26, 2010

Page 5

     Response:

     Although we operate our subsidiary bank in Florida and Arkansas, we believe community
banking is our only operating segment. In future filings we will expand the paragraph to
include the following:

     We are primarily engaged in providing a broad range of commercial and retail
banking and related financial services to businesses, real estate developers and
investors, individuals and municipalities through our wholly owned community bank
subsidiary — Centennial Bank (the Bank). Although the Company has a diversified
loan portfolio, at December 31, 2009 and 2008, commercial real estate loans
represented 62.1% and 59.3% of gross loans and 260.5% and 410.0% of total
stockholders’ equity, respectively. The Bank has locations in central Arkansas,
north central Arkansas, southern Arkansas, the Florida Keys and southwestern
Florida.

    •

    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).

     Response:

     We
will include in future filings at the end of Our Market Areas section (found at the bottom
of page 6 of the 12/31/09 10-K):

Our Arkansas market has experienced less volatility than our Florida market over the
past 3 years. In fact, the Central Arkansas geography has recently been recognized
as one of the strongest metropolitan areas in the country, which has served to
offset the weakness experienced in our Florida market. The recent national economic
downturn has led to increases in defaults and foreclosures, and increases in the
number and dollars of loan modifications primarily in the Florida market. However,
the overall effect on the strength of the Company has been limited since the
non-covered Florida loan portfolio only consists of 16.2% of total non-covered loans
as of 12/31/09.

Lending Activities, page 7

    2.

    Please provide to us and undertake to include in your future filings, revised
disclosure as follows:

Mr. Michael R. Clampitt

United States Securities and Exchange Commission

August 26, 2010

Page 6

    •

    disclose the amount of subprime, “alt A” loans, interest-only and option
adjustable rate loans;

     Response:

              We do not originate and retain subprime, “alt-A” loans, interest-only and option
adjustable rate mortgage loans. Therefore, we do not believe
additional disclosure in our future filings is necessary.

    •

    disclose the amount of loans to entities located outside of your market
areas of Arkansas and Florida;

     Response:

              We do not have a material amount of loans located outside of our market areas of
Arkansas and Florida. Approximately 95% of our loans are located in Arkansas or Florida. Therefore, we do not believe
additional disclosure in our future filings is necessary.

    •

    revise the subsection entitled “Real Estate- Non-farm/Non-residential” to
provide significantly more detail including but not limited to explaining your
statement, in the first sentence, that these loans consist “primarily of loans
secured by real estate mortgages on income-producing properties” to disclose
the other types of loans that are included in this category;

     Response:

     This information will be revised in future filings as follows:

    Real Estate — Non-farm/Non-residential. Non-farm/non-residential loans
consist primarily of loans secured by real estate loans on income-producing
properties, such as shopping/retail centers, hotel/motel properties, office
buildings, and industrial/warehouse properties. Commercial lending on
income-producing property typically involves higher loan principal amounts,
and the re

Mail Stop 4561

         December 22, 2008  Randy E. Mayor Chief Financial Officer Home BancShares, Inc. 719 Harkrider Street, Suite 100 Conway, Arkansas 72032
Re: Home BancShares, Inc.  Preliminary Proxy Statement on Schedule 14A  Filed November 21, 2008  File No. 0-51904
 Dear Mr. Mayor:
We have completed our review of your  preliminary proxy statement on Schedule
14A and have no further comments.

        S i n c e r e l y ,            William Friar         Senior Financial Analyst

October 15, 2008
Mail Stop 4561

By U.S. Mail and facsimile to 1-501-329-9139

Randy E. Mayor Chief Financial Officer Home Bancshares, Inc.  719 Harkrider, Suite 100 Conway, Arkansas  72032
Re: Home Bancshares, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2007
Definitive Proxy Statement on Schedule 14A filed March 10, 2008
File No. 000-51904

 Dear Mr. Mayor:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.
       S i n c e r e l y ,          John P. Nolan
     Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

    JOHN K. BAKER

    TRAV BAXTER

    W. CHRISTOPHER BARRIER

    DAWN D. BICKER

    SHERRY P. BARTLEY

    5DELENA C. HURST

    STEVE BAUMAN

    P. BENJAMIN COX

    R. T. BEARD, III

    COURTNEY C. CROUCH, III

    C. DOUGLAS BUFORD, JR.

    JACY M. DAUGHERTY

    BURNIE BURNER10

    7JENNY T. GARRETT

    FREDERICK K. CAMPBELL1

    JOHN K. HARRIMAN

    MICHELLE H. CAULEY

    BEN D. JACKSON

    CHARLES B. CLIETT, JR.4

    MARGARET A. JOHNSTON

    KEN COOK

    TONY JUNEAU

    ELISABETH S. DELARGY13

    425 WEST CAPITOL AVENUE, SUITE 1800

    JENNIFER R. PIERCE

    DOAK FOSTER1

    LITTLE ROCK, ARKANSAS 72201-3525

    CRISTINA SAN ROMAN

    BYRON FREELAND

    TELEPHONE 501-688-8800

    JEFFREY L. SPILLYARDS

    ALLAN GATES1

    FAX 501-688-8807

    ZACHARY T. STEADMAN

    KATHLYN GRAVES

    8JAMIE METZ SWEENEY

    HAROLD W. HAMLIN

    MARY CATHERINE WOOD

    JEFFREY W. HATFIELD

OF COUNSEL

    L. KYLE HEFFLEY

    WRITER’S DIRECT DIAL

    JOSEPH W. GELZINE

    DONALD H. HENRY

    501-688-8866

    3HERMANN IVESTER

    M. SAMUEL JONES III

    1H. MAURICE MITCHELL

    JOHN ALAN LEWIS

    JOHN S. SELIG

    WALTER E. MAY

    July 10, 2008

    JEAN D. STOCKBURGER

    LANCE R. MILLER

    RICHARD A. WILLIAMS

    STUART P. MILLER

COUNSEL

    T. ARK MONROE, III1

    9HEATHER M. BELL

    MARSHALL S. NEY

    JEFFREY H. DIXON

    ANNE S. PARKER

    6JILL GRIMSLEY DREWYOR

    LARRY PARKS10

    2ANTON L. JANIK, JR.

    LYN P. PRUITT

    12BRUCE MCCANDLESS III

    CHRISTOPHER T. ROGERS

    TODD L. NEWTON

    JEFFREY L. SINGLETON

    11JULIE M. POMERANTZ

    DERRICK W. SMITH1

    14BARRY G. SKOLNICK

    STAN D. SMITH

    SHANNON S. SMITH

    MARCELLA J. TAYLOR

1 ADMITTED IN DISTRICT OF COLUMBIA AND ARKANSAS

    JEFFREY THOMAS1

    2 ADMITTED IN COLORADO AND ARKANSAS

    NICHOLAS THOMPSON1

    3 ADMITTED IN THE U.S. PATENT

    WILLIAM H.L. WOODYARD, III, P.A.

    AND TRADEMARK OFFICE AND ARKANSAS

    WALTER G. WRIGHT, JR.

    4 ADMITTED IN ARIZONA, TEXAS AND ARKANSAS

    LEIGH ANNE YEARGAN

    5 ADMITTED IN TEXAS, COLORADO AND ARKANSAS

    6 ADMITTED IN OKLAHOMA AND ARKANSAS

    7 ADMITTED IN LOUISIANA AND ARKANSAS

    8 ADMITTED IN FLORIDA, VIRGINIA AND ARKANSAS

    9 ONLY ADMITTED IN CALIFORNIA

    10 ONLY ADMITTED IN TEXAS

    11 ADMITTED IN GEORGIA AND TEXAS

    12 ADMITTED IN NEW YORK, WASHINGTON, D.C. AND TEXAS

    13 ADMITTED IN TENNESSEE AND TEXAS

    14 ONLY ADMITTED IN NEW YORK

    ALL OTHERS ADMITTED IN ARKANSAS

Christian Windsor

Special Counsel

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

         Re:

    Home BancShares, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2007

Definitive Proxy Statement on Schedule 14A filed March 10, 2008

File No. 000-51904

Dear Mr. Windsor:

     The following is the response of Home BancShares, Inc. (the “Company”) to the staff’s comments
contained in your letter to Mr. Randy E. Mayor dated June 27, 2008. For convenient reference, this
response letter duplicates the text of the enumerated staff comment, as well as the heading
contained in your letter.

Form 10-Q/A for period ended March 31, 2008

Item 6. Exhibits

    1.

    We refer to the amended certifications by the Chief Executive Officer and Chief
Financial Officer required by Item 302 of the Sarbanes-Oxley Act of 2002 that were
filed as Exhibits 31.1 and 31.2 dated March [sic] 14, 2008. Please revise the
certifications or tell us the reasons why the Company has amended them by deleting
former paragraph 3 which certified that to the best of the knowledge of

Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.|Attorneys at Law

Little Rock•Rogers•Austin|MitchellWilliamsLaw.com

Christian Windsor

U.S. Securities and Exchange Commission

July 10, 2008

Page 2

    these officers, the financial statements and other financial information included
in the quarterly report fairly present the financial condition, results of operations
and cash flows of the Company for that period. Refer in your response to SEC Release
33-8238 and paragraph (B)(31) of Item 601 of Regulation S-K that require this
paragraph be included in the certifications.

Response: After filing our quarterly report on Form 10-Q for the period ended March 31, 2008 (the
“Form 10-Q”), we were notified by NASDAQ that the certifications of our Chief Executive Officer and
Chief Financial Officer, dated April 29, 2008, filed as Exhibits 31.1 and 31.2, respectively, to
the Form 10-Q omitted from the introductory clause of paragraph 4 language with respect to the
certifying officers’ responsibility for internal control over financial reporting. We informed
NASDAQ that this omission was inadvertent.

     To remedy this oversight, NASDAQ suggested that we prepare and file an abbreviated amended
Form 10-Q for the period ended March 31, 2008, containing an explanatory note of the reason for the
amendment along with the corrected certifications, which we filed on May 14, 2008 (the “Form
10-Q/A”). As noted in the Form 10-Q/A, there were no changes to the Form 10-Q other than the
corrected certifications. Because the amendment did not involve any change to the interim
financial statements filed with the Form 10-Q on May 6, 2008, NASDAQ suggested that we omit
paragraph 3 regarding the financial statements from the corrected certifications filed as Exhibits
31.1 and 31.2 to the Form 10-Q/A.

     We are aware that SEC Release No. 33-8238 and paragraph (b)(31) of Item 601 of Regulation S-K
promulgated under the Securities Act of 1933, as amended, require a certification that, based on
the knowledge of the certifying officers, the financial statements, and other financial information
included in the quarterly report, fairly present in all material respects the financial condition,
results of operation, and cash flows of the company for the period. We note that this
certification was made by our certifying officers in connection with the filing of the interim
financial statements with the Form 10-Q on May 6, 2008, and that no change was made to these
financial statements in the Form 10-Q/A. Because certification of the financial statements for the
period was made with the Form 10-Q and because the Form 10-Q/A did not contain any amendments to
the financial statements, we believe we are correct in omitting the former paragraph 3 regarding the financial statements from the certifications filed as Exhibits
31.1 and 31.2 to the Form 10-Q/A.

     On behalf of the Company, we acknowledge that:

    •

    the Company 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

Christian Windsor

U.S. Securities and Exchange Commission

July 10, 2008

Page 3

    •

    the Company 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.

    Sincerely yours,

MITCHELL, WILLIAMS, SELIG,

GATES & WOODYARD, P.L.L.C.

    By
    /s/ C. Douglas Buford, Jr.

    C. Douglas Buford, Jr.

CDB: cc

cc: Randy E. Mayor

Mail Stop 4561         June 27, 2008
By U.S. Mail and Facsimile to 1-501-329-9139

Randy E. Mayor  Chief Financial Officer  Home Bancshares, Inc.  719 Harkrider, Suite 100 Conway, Arkansas 72032
Re: Home Bancshares, Inc.   Form 10-K for the Fiscal Year Ended December 31, 2007  Definitive Proxy Statement on Schedule 14A filed March 10, 2008
 File No. 000-51904

Dear Mr. Mayor:

We have reviewed the above-referenced filings and have the following comment.
Where indicated, we think you should revise your documents in response to this
comment.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  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.

Form 10-Q/A for period ended March 31, 2008

Item 6, Exhibits
1. We refer to the amended certifications by the Chief Executive Officer and Chief
Financial Officer required by Item 302 of  the Sarbanes-Oxley Act of 2002 that
were filed as Exhibits 31.1 and 31.2 da ted March 14, 2008.   Please revise the
certifications or tell us the reasons why the Company has amended them by

Randy E. Mayor
Home Bancshares, Inc.
June 27, 2008 Page 2

deleting former paragraph 3 which certified  that to the best of the knowledge of
these officers, the financial statements and other financial information included in
the quarterly report fairly present the financial conditi on, results of operations and
cash flows of the Company for that pe riod.   Refer in your response to SEC
Release 33-8238 and paragraph (B)(31) of Item 601 of Regulation S-K that require this paragraph be includ ed in the certifications.
 Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 acknowledging that:
• the company 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 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Edwin Adames at ( 202) 551-3447 or John Nolan at (202) 551-
3492 if you have questions regarding comments on the financial statements and related

Randy E. Mayor
Home Bancshares, Inc.  June 27, 2008 Page 3

matters.  Please contact Jessica Livingston, Atto rney Advisor, at (202) 551-3448 or me at
(202) 551-3436 with any other questions.

Sincerely,

Christian Windsor Special Counsel

<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>

CORRESP
1
filename1.htm

corresp

    JOHN K. BAKER

W. CHRISTOPHER BARRIER

SHERRY P. BARTLEY

STEVE BAUMAN

R. T. BEARD, III

C. DOUGLAS BUFORD, JR.

FREDERICK K. CAMPBELL1

MICHELLE H. CAULEY

CHARLES B. CLIETT, JR.5

KEN COOK

DOAK FOSTER1

BYRON FREELAND

ALLAN GATES1

KATHLYN GRAVES

JACK D. GRUNDFEST2

HAROLD W. HAMLIN

JEFFREY W. HATFIELD

L. KYLE HEFFLEY

DONALD H. HENRY

HERMANN IVESTER3

M. SAMUEL JONES III

JOHN ALAN LEWIS

WALTER E. MAY

LANCE R. MILLER

STUART P. MILLER

T. ARK MONROE, III1

ANNE S. PARKER

LYN P. PRUITT

CHRISTOPHER T. ROGERS

JOHN S. SELIG

LEIGH ANNE SHULTS

JEFFREY L. SINGLETON

DERRICK W. SMITH

STAN D. SMITH

MARCELLA J. TAYLOR

JEFFREY THOMAS1

NICHOLAS THOMPSON1

    Law Offices

Mitchell, Williams,

Selig, Gates & Woodyard, p.l.l.c.

425 West Capitol Avenue, Suite 1800

Little Rock, Arkansas 72201-3525

Telephone 501-688-8800

Fax 501-688-8807

—

5414 Pinnacle Point Drive, Suite 500

Rogers, Arkansas 72758-8131

Telephone 479-464-5650

Fax 479-464-5680

WRITER’S DIRECT DIAL

501-688-8804

April 25, 2006

    WILLIAM H.L. WOODYARD, III, P.A.

WALTER G. WRIGHT, JR.

6KYNDA ALMEFTY-HERNANDEZ

LINDSEY K. BELL

P. BENJAMIN COX

COURTNEY C. CROUCH, III

DAVID P. GLOVER

BRIAN HYNEMAN

SHAWN J. JOHNSON

MARGARET A. JOHNSTON

DAVID L. JONES

TONY JUNEAU

TAMLA J. LEWIS

4MARY MICHELLE MAHONY

LANEY GOSSETT MCCONNELL

P. DELANNA PADILLA

JENNIFER E. PELPHREY

JENNIFER R. PIERCE

SHANNON SHORT SMITH

JEFFREY L. SPILLYARDS

7J. RYAN TREDWAY

COUNSEL

1DAVID BOLING

JEFFREY H. DIXON

JOSEPH W. GELZINE

1H. MAURICE MITCHELL

MARSHALL S. NEY

JEAN D. STOCKBURGER

RICHARD A. WILLIAMS, P.A.

1ALSO ADMITTED IN DISTRICT OF COLUMBIA

2ALSO ADMITTED IN COLORADO

3ALSO ADMITTED IN THE U.S. PATENT AND TRADEMARK OFFICE

4ALSO ADMITTED IN TEXAS

5ALSO ADMITTED IN ARIZONA AND TEXAS

6ALSO ADMITTED IN NEW YORK

7ADMITTED IN TEXAS ONLY

ALL OTHERS ADMITTED IN ARKANSAS

    Mr. Mark Webb

    VIA OVERNIGHT COURIER

    Legal Branch Chief

    Division of Corporation Finance

    Mail Stop 0408

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20549

    Re:

    Home Bancshares, Inc.

    Registration Statement on Form S-1

    File No. 333-132427

    Filed March 14, 2006

    Registration Statement on Form 10

    File No. 000-51904

    Filed April 7, 2006

Dear Mr. Webb:

     Following are responses of Home BancShares, Inc. to the comments contained in the staff’s
letter to Mr. John W. Allison, dated April 13, 2006. For convenient reference, this response
letter duplicates the text of each numbered comment, as well as the headings contained in the
staff’s comment letter.

     Amendment No. 1 to the referenced S-1 Registration Statement has been transmitted via EDGAR on
the date of this response letter. We have included with this letter two copies of

Mitchell, Williams,

Selig, Gates & Woodyard, p.l.l.c.

Mr. Mark Webb

April 25, 2006

Page 2

Amendment No. 1, of which one copy is marked to show changes from the S-1 Registration
Statement as originally filed. Where appropriate, the responses below refer to specific pages or
sections of Amendment No. 1.

Comments and Responses

Table of Contents

     1. Please delete the last sentence in the second paragraph. It is inapproprate to suggest
that you are not responsible for the accuracy of the information in the prospectus.

     Response: The requested change has been made. See the Table of Contents page in Amendment
No. 1.

Summary, page 1

     2. Please revise your discussion of “de novo banks,” on page 1, to explain the term.

     Response: We have clarified the discussion at various places in the prospectus as an aid to
reader understanding of our use of the term “de novo.” See, e.g., pages 1 and 57 of Amendment No.
1.

     3. Please revise the section entitled “Our Market Areas,” on page 4, to update the data from
June 30, 2005 to a more recent date, if possible.

     Response: Our market share data on page 4 are computed based on the “Summary of Deposit”
information compiled by the FDIC and published on its website. See
http://www2.fdic.gov/sod/index.asp. The June 30, 2005, summary data are the most recent available
from the FDIC.

     4. Please revise the section entitled, “The Offering,” on page 6, as follows:

     • Disclose how many of the over 1 million stock options are exercisable; and

     • Disclose that as soon as practicable after the offering is completed, you
intend to convert the preferred stock into over 2 million shares.

     Response: The requested changes have been made. See page 6 of Amendment No. 1.

Mitchell, Williams,

Selig, Gates & Woodyard, p.l.l.c.

Mr. Mark Webb

April 25, 2006

Page 3

Summary Consolidated Financial Data, page 7

     5. We note that you have presented various non-GAAP measures throughout your filing. In all
places within your document where you have included a non-GAAP measure, please include the cross
reference page number to the non-GAAP tabular reconciliation.

     Response: The requested changes have been made throughout Amendment No. 1. See, e.g., the
footnotes added to “Summary Consolidated Financial Data” (page 8) and Tables 20, 21, 22, and 23
(pages 48-49).

Risk Factors, page 9

     6. Please revise the risk factor, on page 13, relating to interest rates as follows:

     • tailor the discussion to apply to your particular loan portfolio, for instance
the extent to which you have long term and short term low interest loans and the extent to
which your loans are fixed or floating rates; and

     • revise the discussion to discuss the recent trends in interest rates to your
particular situation.

     Response: The requested changes have been made. See page 13 of Amendment No. 1.

     7. Please revise the risk factor, on page 14, relating to dilution as follows:

     • quantify the extent of dilution that will result immediately after the offering
when you convert the preferred stock to common; and

     • quantify the extent of dilution that would result if all of the options that
are exercisable after the offering are exercised.

     Response: The requested changes have been made. See page 14 of Amendment No. 1.

Results of Operations as of and for the Years Ended December 31, 2005, 2004, and 2003

Noninterest Income, page 30

     8. We note that in 2005 you recognized a gain of the sale of an equity investment and that
this gain was deferred due to the financing of the purchase price. Please revise here and in your
footnotes to the financial statements to discuss the nature of the transaction and how you
determined the appropriateness of the accounting treatment.

Mitchell, Williams,

Selig, Gates & Woodyard, p.l.l.c.

Mr. Mark Webb

April 25, 2006

Page 4

     Response: Supplementally, we would like to advise you of the circumstances that led to our
accounting treatment of the transaction, before any revisions to the footnotes and financial
statements are made.

     Prior to being acquired by Home BancShares, Community Financial Group had a minority interest
in Capital Bancshares, Inc., a Little Rock based privately held bank holding company. In September
2003, Community Financial Group sold back to Capital Bancshares all its equity investment in
Capital Bancshares, resulting in a gain on sale. Community Bank of Cabot, a wholly owned
subsidiary of Community Financial Group, financed the purchase price for this transaction. SFAS 5
paragraph 17 prevents contingency gains from being recognized, because to do so might result in
recognition of revenue prior to its realization. As a result, Community Financial Group in
September 2003 properly deferred the gain.

     When Home BancShares acquired Community Financial Group in December 2003, it appears this
deferred gain should not have been carried forward to Home BancShares. Because a legal obligation
was not assumed by Home BancShares, EITF 01-03 issue 1 would have required that it be removed as a
contingent gain, thus reducing goodwill in the purchase accounting adjustments. Unfortunately, the
accounting treatment of EITF 01-03 was not realized until 2005 when Capital Bancshares paid off the
loan at Community Bank of Cabot.

     Since the allocation period of one year for SFAS 141 purchase accounting adjustments had
expired, Home BancShares determined that the $465,000 pre-tax gain (2.8% of income before taxes,
and $0.02 per share or 2.4% of diluted earnings per share) was not material to the 2005 financial
statements, and thus recognized it as current period income during 2005.

     Home BancShares used SAB99 for additional guidance in determining the materiality of the gain.
While SAB99 does not provide quantitative thresholds as to materiality, it does give direction to
materiality. It states materiality concerns the significance of an item to users of the financial
statements. As a result, the gain was disclosed on the income statement as gain on equity
investment. We believe that such a non-recurring gain would not be considered material by an
investor.

     As a result, in light of all of the above relevant circumstances, Home BancShares believes
the decision made in 2005 related to this gain was the best alternative for this situation.

Allowance for Loan Losses, page 38

     9. We note that the charge-offs increased by $1.5 million in 2004 compared to 2003, primarily
related to a former loan officer’s portfolio. Please revise to discuss the nature of the
charge-offs and the involvement of the former loan officer in the charged off loans.

Mitchell, Williams,

Selig, Gates & Woodyard, p.l.l.c.

Mr. Mark Webb

April 25, 2006

Page 5

     Response: The requested change has been made. See page 38 of Amendment No. 1.

Executive Compensation and Other Benefits, page 72

     10. Please explain why in 2005 you did not pay any salary or bonus to your Chairman and Chief
Executive Officer but did pay salary and bonuses to the Presidents of your subsidiaries. Please
disclose whether there will be a material change in his compensation for 2006.

     Response: We have added to “Executive Compensation and Other Benefits” a paragraph explaining
Mr. Allison’s position on the payment of salary and bonus, and have disclosed that he has declined
payment of salary and bonus for 2006. See page 73 of Amendment No. 1.

Stock Options/SAR Grants and Aggregated Option/SAR Exercises, page 73

     11. Please disclose the basis for your determination that the “year end price” for your common
stock was $12.67 per share given the fact that there is no public market for your common stock.

     Response: We have revised the prospectus to indicate that our estimate of the year-end value
of a share of our common stock was based on the value imputed from the September 2005 acquisition
of Mountain View Bancshares. See page 74 of Amendment No. 1. Supplementally, you are advised that
the Mountain View Bancshares acquisition was the transaction occurring closest to December 31,
2005, and that the valuation of our common stock issued in that transaction ($12.67 per share on a
split-adjusted basis) was the result of arms-length negotiations between sophisticated, unrelated
parties. Please refer also to our discussion below of related issues in response to comment 25.

Certain Transactions and Business Relationships, page 77

     12. It appears that the acquisitions of Twin City and Marine Bank appear to be transactions
requiring disclosure pursuant to Item 404 of Regulation S-K. Please advise or revise.

     Response: We have added tables to “Certain Transactions and Business Relationships”
disclosing the cash and stock received by our directors and executive officers in connection with
the acquisitions of TCBancorp and Marine Bancorp. See page 78 of Amendment No. 1.

     13. With regard to real estate transactions, the disclosure threshold is the amount of the
transaction ($60,000), not whether an individual affiliate received that much from it. Please
revise.

Mitchell, Williams,

Selig, Gates & Woodyard, p.l.l.c.

Mr. Mark Webb

April 25, 2006

Page 6

     Response: We have made clarifying changes to the disclosure regarding real estate
transactions. See page 78 of Amendment No. 1.

Principal Shareholders, page 78

     14. Please revise the footnote regarding the over seven percent of the shares held in a blind
trust for your former Vice Chairman, Mr. Adcock, to disclose the name of the trustee.

     Response: The requested change has been made. See page 81 of Amendment No. 1.

Lock-Up Agreements, page 96

     15. Please disclose whether the over seven percent of the shares held in a blind trust for
your former Vice Chairman, Mr. Adcock, are subject to the lock-up agreements.

     Response: We have revised “Lock-Up Agreements” to disclose that the shares held in blind
trust for Mr. Adcock are subject to the lock-up agreements. See page 98 of Amendment No. 1.

Home BancShares, Inc. Audited Financial Statements

Report of Independent Registered Public Accounting Firm, page F-3

     16. Please revise your audit opinion to disclose the city and state where the opinion was
issued.

     Response: The requested change has been made. See page F-3 of Amendment No. 1.

Consolidated Statements of Income, page F-5

     17. Please revise your presentation to disclose net income available to common shareholders.

     Response: The requested change has been made. See page F-5 of Amendment No. 1.

Consolidated Statements to Stockholders’ Equity, page F-6

     18. We note that you have a line item in your Accumulated Other Comprehensive Income which is
the “Net change in equity in unconsolidated affiliates accumulated other comprehensive income.”
Please revise to disclose the nature of this line item and the authoritative basis for your
accounting treatment.

Mitchell, Williams,

Selig, Gates & Woodyard, p.l.l.c.

Mr. Mark Webb

April 25, 2006

Page 7

     Response: We have made the requested changes on pages F-6 and F-7, and conforming
changes in the discussion under the caption “Investments in Unconsolidated Affiliates” on
F-13. As the basis for our accounting treatment, we refer to SFAS 115, paragraph 135, which states
as follows:

If a subsidiary or other investee that is accounted for by the equity method is
required to include unrealized holding gains and losses on investments in debt and
equity securities in the stockholders’ equity section of the balance sheet pursuant
to the provisions of Statement 115, the parent or investor shall adjust its
investment in that investee by its proportionate share of the unrealized gains and
losses and a like amount shall be included in the stockholders’ equity section of
its balance sheet.

Note 1: Summary of Significant Accounting Policies

Operating Segments, page F-11

     19. We note that your bank is organized on a subsidiary bank-by-bank basis upon which
management makes decisions about resource allocation and to assess performance, which clearly meets
the definition of a segment under paragraph 10 of SFAS 131. Please revise to provide the
disclosures required by paragraph 25 of the standard. Similarly, revise MD&A to provide a
discussion of your segment results.

     Response: We refer to SFAS 131, paragraph 17, which states as follows:

Operating segments often exhibit similar long-term financial performance if they
have similar economic characteristics. For example, similar long-term average gross
margins for two operating segments would be expected if their economic
characteristics were similar. Two or more operating segments may be aggregated into
a single operating segment if aggregation is consistent with the objective and basic
principles of this Statement, if the segments have similar economic characteristics,
and if the segments are similar in each of the following areas:

     a. The nature of the products and services

     b. The nature of the production processes

     c. The type or class of customer for their products and s