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 Document HAWTHORN BANCSHARES, INC. 132 East High Street, Box 688 Jefferson City, Missouri 65102 June 30, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Madeleine Joy Mateo Re: Hawthorn Bancshares, Inc. Registration Statement on Form S-3 File No. 333-288274  Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Hawthorn Bancshares, Inc., a Missouri corporation (the “Company”), hereby respectfully requests that the effective date of the above referenced Registration Statement on Form S-3 (File No. 333-288274) be accelerated by the Securities and Exchange Commission to 4:00 p.m., Eastern Time, on July 2, 2025, or as soon as practicable thereafter. The Company respectfully requests that it be notified when this request for acceleration has been granted by a telephone call or email to Scott Gootee of Stinson LLP at (816) 691-3263 or scott.gootee@stinson.com and that such effectiveness also be confirmed in writing.   Respectfully,   HAWTHORN BANCSHARES, INC. By: /s/ Chris E. Hafner         Name: Chris E. Hafner Title: Chief Financial Officer cc:          Scott Gootee, Stinson LLP

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 June 25, 2025

Brent M. Giles
Chief Executive Officer
Hawthorn Bancshares, Inc.
132 East High Street, Box 688
Jefferson City, MO 65102

 Re: Hawthorn Bancshares, Inc.
 Registration Statement on Form S-3
 Filed June 24, 2025
 File No. 333-288274
Dear Brent M. Giles:

 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 Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Scott Gootee , Esq.
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March 1, 2011
 Mr. David T. Turner
Chairman of the Board and Chief Executive Officer
Hawthorn Bancshares, Inc.  300 Southwest Longview Boulevard Lee’s Summit, Missouri 64081
Re: Hawthorn Bancshares, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 15, 2010 Forms 10-Q for Fiscal Quarters Ended March 31, 2010,  June 30, 2010 and September 30, 2010
  File No. 000-23636

Dear Mr. Turner,   We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Amit Pande  Accounting Branch Chief

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December 21, 2010

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attn:

    Mr. Amit Pande

Accounting Branch Chief

    Re:

    Hawthorn Bancshares, Inc.

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

2009, Filed March 15, 2010

Forms 10-Q for Fiscal Quarters Ended March 31, 2010,

June 30, 2010 and September 30, 2010

SEC File No. 000-23636

Dear Mr. Pande:

          We are writing in response to your letter dated November 22, 2010, with respect to the
above-referenced reports filed by Hawthorn Bancshares, Inc. (the “Company”). Our numbered
responses to your comments correspond to the numbered comments in your letter.

          In responding to your comments, we acknowledge that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure
in our filing with the Commission;

    •

    staff comments or changes to disclosure in our filing made 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.

Hawthorn Bancshares | 300 S.W. Longview Blvd. | Lee’s Summit, MO 64081-2101 | T 816.268.6318 | F 816.268.6318 | NASDAQ:HWBK

Comments

    Comment 1

     We note your disclosure on page 34 and in your Form 10-Q for the period ended
September 30, 2010 related to the three components of your allowance for loan losses. As it
relates to your expected loss component, please tell us in more detail how this component is
determined, and if it is determined based upon inherent losses in your portfolio as of your
balance sheet date consider revising the disclosures in your future filings accordingly.

    Prior to 2010, the historical loss percentages for non-impaired loans was based
on a blend between industry regulatory standards and our Company’s five year
loss experience. During 2010, our Company refined the calculation of the
expected loss component for non-impaired loans, principally through further
segmentation of the portfolio and more granular loan loss experience data
reflective of the inherent losses in the portfolio. Our historical loss
experience is now segmented by major call report codes utilizing the previous
nine quarters to analyze future expected net charge-offs over the next twelve
months. Management believes this improved analysis has given a higher degree of
precision to the adequacy of our allowance for loan losses.

    The expected loss component of our allowance for loan losses at September 30,
2010 was determined by calculating historical loss percentages for our major
categories of loans, as disclosed on page 15, over the previous nine quarters.
Management determined that the previous nine quarters were reflective of the
loss characteristics of our Company’s loan portfolio during the recent two year
economic downturn. These historical loss percentages were then applied to
determine an expected loss requirement for the current portfolio which equates
to the inherent incurred losses in the portfolio as of the balance sheet date.

    While management determines the overall adequacy of the allowance for loan
losses using the asset-specific calculation, the expected loss calculation, and
an unallocated portion to cover factors that may not be covered by the previous
two components, management considers the entire allowance for loan losses to be
available to cover losses in the entire loan portfolio.

    Comment 2

     We note your disclosure describing your methodology for measuring loans for
impairment and also your disclosure on page seven that you had approximately $34.7 million of
impaired loans with a specific valuation allowance of $7.8 million and $31.8 million of
impaired loans without a specific valuation allowances at September 30, 2010. As it relates
to these loans and taking into consideration your disclosure on page 32 regarding your active
approach to obtain current appraisals, please tell us and revise your future filings to
include the following enhanced disclosures:

    In future filings, as appropriate, we will include in our management discussion
and analysis disclosure consistent with the foregoing.

    •

    The approximate amount or percentage of impaired loans for which you relied
on current third party appraisals of the collateral to assist in

Division of Corporation Finance

Attn: Mr. Amit Pande

Page 4

    measuring impairment versus those for which current appraisals were not available;

    In accordance with the Financial Accounting Standards Board (FASB) ASC Topic
310, Accounting by Creditors for Impairment of a Loan, an analysis is prepared
for each impaired loan to determine the estimated amount of impairment. An
existing third party appraisal or an internal evaluation may be used to support
the current fair value of the impaired loan if the loan officer can document
that the existing estimate is still valid and/or can be adjusted as needed for
any current facts and circumstances such as knowledge of the subject property
type, geographic location, general market conditions and recent sales activity.
New appraisals are obtained on properties if the market has significantly
deteriorated since the date of the most recent appraisal, the property is going
into foreclosure, or to support a pending sale.

    Management considers a current appraisal one that is dated one year or less.
Impaired loans with current appraisals totaled $36,894,000, or 56%, of total
impaired loans as of September 30, 2010. Impaired loans with third party
appraisals dated over one year totaled $29,488,000, or 44%, of total impaired
loans. Such loans receive an internal evaluation and based on existing facts and
circumstances the loan officer does not believe an updated appraisal is
warranted.

    Management would not typically order a new third party appraisal to determine
impairment for loans of $500,000 or less. Impaired loans totaling less than
$500,000 at September 30, 2010, totaled $11,862,000. As mentioned above, for
loans without current appraisals, impairment is measured using an existing third
party appraisal and making appropriate adjustments to that value based upon our
knowledge of the subject property type, geographic location, general market
conditions and recent sales activity of similar properties.

    •

    The type(s) of appraisal typically received, such as “retail value” or
“as-is” value;

    For impairment calculation purposes, our Company receives “as is” appraisals
because in most instances we attempt to sell the property over a normal
marketing period. However, if it is our intention to dispose of the property
immediately upon acquiring it, then we would usually ask for a “liquidation”
value, which is typically lower than the “as is” appraisal value. A liquidation
value might help us to evaluate whether to liquidate a property at a lesser
value in order to avoid the cost and risk of carrying a property over a period
of time.

    •

    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

Division of Corporation Finance

Attn: Mr. Amit Pande

Page 5

    provision or related charge-off. In this regard, tell us if there have been any
significant time lapses during this process;

    Our Company determines that a loan is a collateral dependent loan if its
repayment is expected to be provided solely on the basis of the underlying
collateral.

    Our Company recognizes a collateral dependent loan as nonperforming when a
borrower is 90 days past due unless an earlier determination is made. A current
third party appraisal or internal evaluation is obtained or performed upon
recognition of the collateral dependent loan as being non-performing. Once the
fair value of the collateral dependent loan has been determined, any impaired
amount is typically charged off unless the loan has other income streams to
support repayment. For impaired loans which have other income streams to support
repayment, a specific reserve is established for the amount determined to be
impaired.

    Once a collateral dependent loan goes past due 90 days, management reviews the
credit relationship to determine if ordering a new third party appraisal is
warranted. If the independent valuation has not been received by a quarterly
regulatory reporting deadline, management utilizes the best information
available to determine fair value. If an impairment is calculated, such an
amount is included in determining the allowance for loan loss adequacy. Upon
receipt of the third party appraisal, subsequent adjustments are made to the
impairment calculations if necessary. To date there have been no significant
time lapses in this process.

    •

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

    Management re-evaluates all credit exposures that have been specifically
provided for each quarter when evaluating the overall allowance for loan losses.
If management determines the market for an impaired loan has significantly
deteriorated from the date of the original appraisal, then an updated appraisal
would typically be obtained. As noted previously, management takes into
consideration facts and circumstances such as knowledge of the subject property
type, geographic location, general market conditions and recent sales activity.
As noted above, if the independent valuation has not been received by quarterly
regulatory reporting deadlines, management utilizes the best information
available to determine fair value. If an impairment is calculated, such an
amount is included in determining the allowance for loan loss adequacy. Upon
receipt of the third party appraisal, subsequent adjustments are made to the
impairment calculations if necessary.

    •

    Whether you have charged-off an amount different from what was determined to
be the fair value of the collateral as presented in the

Division of Corporation Finance

Attn: Mr. Amit Pande

Page 6

    appraisal for any period presented. If so please tell us the amount of the difference and corresponding reasons for the difference, as applicable;

    During the periods presented, there has not been any amounts charged-off
different than the impaired amount determined by the fair value of the
underlying collateral other than required adjustments to net realizable value
for net selling costs.

    •

    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);

    Once an updated appraisal is received on a collateral dependent loan, the
impaired amount is typically charged off and the balance remains in
non-performing status. Any interest received on a cash basis during the
non-accrual period is applied as a principal reduction of the loan balance. If
the loan has performed for a period of time, approximately 12 months, the loan
may be returned to accrual status at the loan’s current effective interest rate.

    For those loans which are modified or restructured, if such loan performs for a
reasonable period of time (generally 12 months or longer depending on the type
of loan) under the modified terms, our Company will place the loan back on
accrual status.

    •

    In the event that you do not use external appraisals to fair value the
underlying collateral for impaired loans or in cases where the appraisal has
not been updated to reflect current market conditions, please provide us with a
comprehensive response which discusses your process and procedures for
estimating the fair value of collateral for these loans; and

    Management uses independent appraisals as the basis for determining the fair
value of a collateral dependent loan. If based on existing facts and
circumstances the loan officer does not believe an updated appraisal is
warranted, then an internal evaluation of the existing appraisal would be
performed by an independent loan officer and adjustments made for factors that
have changed since the date of the original appraisal. These adjustments would
include changes in market conditions, recent sales activity of similar
properties, adjustments for an accepted contract price, or liquidation value.

    •

    For those loans you determined that no specific valuation allowance was
necessary, the substantive reasons to support this conclusion.

Division of Corporation Finance

Attn: Mr. Amit Pande

Page 7

    In accordance with FASB’s ASC Topic 310, Accounting by Creditors for Impairment
of a Loan, when the fair value of the collateral is greater than the recorded
investment in the loan, a specific valuation allowance is generally not
necessary. In some instances the net recorded investment in the impaired loan
was written down (charged-off) to a level where no allowance is required
leaving a net recorded investment in the loan that is supported by the
underlying collateral.

    Comment 3

     We note your disclosure on page 33 related to your troubled debt restructured
loans (TDR’s) and the fact that over 70% of TDR’s are still accruing as of September 30, 2010.
Please tell us and revise your future filings to clearly and comprehensively discuss your
nonaccrual policies for restructured loans. In your response and revised disclosure please
include the following:

    In accordance with FASB’s ASC Topic 310, Troubled Debt Restructurings by
Creditors, it is our Company’s policy to consider TDR status for any loans in
which concessions are made to our debtor for economic or legal reasons that we
would not otherwise consider. If a concession is made and the debtor is
experiencing financial difficulty, the modified loan is considered a TDR. Our
Company’s policy is once a loan has been classified as a TDR it remains a TDR for
the life of the loan. Our Company also includes all accruing and non-accruing
TDR’s in our impaired and non-performing asset totals.

    Of our Company’s accruing TDR’s at September 30, 2010, 70% of the balance is
represented by one credit. This credit had a LTV value of 83% and management
believes the excess collateral value was sufficient at September 30, 2010. In
addition, this loan was accruing and paying consistent with its contractual terms
when restructured. Management is currently evaluating the potential impact of the
proposed ASU for identifying troubled debt restructurings and continues to
strengthen controls for identifying TDR’s and determining specific reserve
allocations.

    •

    Clarify if you have different policies for different loan types (e.g. real
estate mortgage — commercial versus consumer);

    Our Company’s policy with regards to TDR’s is the same for all loan types except
for non-real estate installment loans to individuals. We typically do not modify
or restructure non-real estate installment loans to individuals.

    •

    How you determine if the borrower has demonstrated performance under the
previous terms and has shown the capacity to continue to perform under the
restructured terms;

    Management follows the same polices to determine the borrower’s capacity to
perform under previous or restructured loan terms by monitoring the

Division of Corporation Finance

Attn: Mr. Amit Pande

Page 8

    borrower’s ability to pay according to the terms of the loan and loan covenants. If the loan has been modified or restructured, norm

November 22, 2010
 Mr. James E. Smith
Chairman of the Board and Chief Executive Officer
Hawthorn Bancshares, Inc.  300 Southwest Longview Boulevard Lee’s Summit, Missouri 64081
Re: Hawthorn Bancshares, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 15, 2010 Forms 10-Q for Fiscal Quarters Ended March 31, 2010,  June 30, 2010 and September 30, 2010
  File No. 000-23636

Dear Mr. Smith,
 We have reviewed your filings 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, 2009

Exhibit 13

Management’s Discussion and Analysis of Cons olidated Financial Condition and Results of
Operations, page 4

Allowance for Loan Losses, page 18

1. We note your disclosure on page 34 and in your  Form 10-Q for the period ended September
30, 2010 related to the three components of your al lowance for loan losses.  As it relates to
your expected loss component, please tell us in more detail how this component is

 Mr. James E. Smith
Hawthorn Bancshares, Inc.  November 22, 2010 Page 2
determined, and if it is determined based upon in herent losses in your por tfolio as of your
balance sheet date consider revising the disc losures in your future filings accordingly.
 Form 10-Q for Fiscal Quarter Ended September 30, 2010

 Valuation Methods for Instruments M easured at Fair Value, page 16

 2. We note your disclosure describing your me thodology for measuring loans for impairment
and also your disclosure on page seven that  you had approximately $34.7 million of impaired
loans with a specific valuati on allowance of $7.8 million and $31.8 million of impaired loans
without specific valuation allowances at Sept ember 30, 2010.  As it relates to these loans and
taking into consideration your disclosure on pa ge 32 regarding your activ e approach to obtain
current appraisals, please tell  us and revise your future fi lings to include the following
enhanced disclosures:
• The approximate amount or percentage of im paired loans for which you relied on current
third party appraisals of the co llateral to assist in measuri ng impairment versus those for
which current appraisals were not available;
• The type(s) of appraisal typically received, such as “retai l value” or “as-is” value;
• 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 loans be tween the receipt of
an original appraisal and the updated appraisal;
• Whether you have charged-off an amount differe nt from what was determined to be the
fair value of the collateral as presented in the appraisal for any pe riod 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 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 additi on to whether or not
any of the terms of the original  loans have been modified (e .g. loan extension, changes to
interest rates, etc);
• In the event that you do not use external appraisals to fair value the underlying collateral
for impaired loans or in cases where the appr aisal has not been updated to reflect current
market conditions, please provide us with  a comprehensive response which discusses
your process and procedures for estimating the fa ir value of the collat eral for these loans;
and
• For those loans you determined that no speci fic valuation allowance was necessary, the
substantive reasons to su pport this conclusion.

 Mr. James E. Smith
Hawthorn Bancshares, Inc.  November 22, 2010 Page 3  Provision and Allowance for Loan Losses, page 32

 3. We note your disclosure on page 33 related to yo ur troubled debt restru ctured loans (TDR’s)
and the fact that over 70% of TDR’s are still accruing as of September 30, 2010.  Please tell us and revise your future filings to clearly  and comprehensively discuss your nonaccrual
policies for restructured loans.  In your re sponse and revised disclo sure please include the
following:
• Clarify if you have different policies for differe nt loan types (e.g. real estate mortgage –
commercial versus consumer);
• How you determine if the borrower has demonstrated performance under the previous
terms and has shown the capacity to continue to perform under the restructured terms;
• For TDR’s that accrue interest at the time th e loan is restructured, whether you generally
charge-off a portion of the loan.  If you do, pl ease tell us how you consider this fact in
determining whether the loan should accrue inte rest.  If you continue to accrue interest,
tell us in detail and disclose how you conclude d that repayment of interest and principal
contractually due on the entire debt is reasonably assured;
• The total amount of TDR’s  at each period e nd by loan type, accr ual status, the amount
that is considered impaired, the amount ch arged-off during the pe riod and any valuation
allowance at period end; and
• To the extent you track the information, quantify your TDR’s by type of concession (reduction in interest rate, payment extensions, forgiveness of principal, etc) and disclose
your success/redefault rates for each type of concession.

4. We note the continued deterioration of your credit quality during the quarter ended
September 30, 2010.  Please tell us and revise fu ture filings beginning with your Form 10-K
for the period ended December 31, 2010 to provide a detailed and comprehensive discussion explaining the significant observed changes in your asset qualit y and its resulting impact on
the determined allowance for credit losses,  including any signif icant changes to its
components. Please also provide us your propos ed disclosure based upon the financial results
for the quarter ended of September 30, 2010 taken into consideration the following:

• Total non-performing loans have increased a pproximately 56% from $42.3 million as of
December 31, 2009 to $65.9 million as of September 30, 2010.
• The majority of non-performing loans as of September 30, 2010, in addition to the increases from December 31, 2009 to Septembe r 30, 2010, is primarily attributed to your
real estate construction – commercial and real estate mortgage – commercial loan portfolios.
• The ratio of non-performing loans to total loans receivable was 7.06% as of September
30, 2010 compared to 4.27% as of December 31, 2009.
• The ratio of the allowance for loan losses to total non-performing loans was 21.18% as of
September 30, 2010 as compared to 34.94% as of December 31, 2009.

 Mr. James E. Smith Hawthorn Bancshares, Inc.  November 22, 2010 Page 4
• Your allowance for loan losses was $13.9 million as of September 30, 2010. During the
nine-months ended September 30, 2010 net charge-offs were $7.9 million, which represents 56% and 53% of your allowance for credit losses as of September 30, 2010
and December 31, 2009, respectively.

• Your general allowance for lo an losses (consisting of th e expected loss and unallocated
components) decreased from $8.4 million as  of December 31, 2009 to $6.2 million as of
September 30, 2010 despite the continued current economic conditions and your
significant level of charge-offs experienced in 2010.

             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 Exchange Act rules requir e.  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 responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact John Spitz, St aff Accountant, at (202) 551-3484 or me at (202) 551-
3423 with any questions.
Sincerely,

Amit Pande Accounting Branch Chief

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January 3, 2006
Mail Stop 4561

By U.S. Mail and facsimile to (573) 761-6272

Mr. James E. Smith
Chief Executive Officer
Exchange National Bancshares, Inc.
132 East High Street
Jefferson City, MO 65101

Re:	Exchange National Bancshares, Inc
      Form 10-K for Fiscal Year Ended December 31, 2004
	File No.  000-23636

Dear Mr. Smith:

	We have completed our targeted review of your Form 10-K and
related filings and have no further comments at this time.

					Sincerely,

		Don Walker
		Senior Assistant Chief Accountant

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                                          August 19, 2005

Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 4561
450 Fifth Street, N.W.
Washington, DC 20549

Attn: Mr. Don Walker
      Senior Assistant Chief Accountant

                             Re: Exchange National Bancshares, Inc.
                                 Form 10-K for the year ended December 31, 2004
                                 SEC File No. 000-23636

Dear Mr. Walker:

            We are writing in response to your letter dated August 9, 2005, with
respect to the above-referenced report filed by Exchange National Bancshares,
Inc. (the "Company"). Our numbered responses to your comments correspond to the
numbered comments in your letter.(1)

            In responding to your comments, we acknowledge that:

                  -     the Company is responsible for the adequacy and accuracy
                        of the disclosure in our filing with the Commission;

-----------

(1)   A complete response to the numbered comments in your letter would call for
      the disclosure of information that is covered by one or more exemptions in
      the Freedom of Information Act. In particular, 17 C.F.R. Section
      200.80(b)(4) exempts disclosure of trade secrets and commercial or
      financial information which are privileged or confidential. In accordance
      with the Freedom of Information Act, the privileged or confidential
      information has been omitted from this response letter and is being
      furnished to the Office of Freedom of Information Act and Privacy
      Operations concurrently with the filing of this response letter. Each
      instance in which privileged or confidential information has been omitted
      from this response letter has been identified herein by footnote. We have
      sent to you a paper copy of the Company's FOIA Confidential Treatment
      Request, including the privileged or confidential information to which it
      refers.

<PAGE>

Division of Corporation Finance
Attn: Mr. Don Walker
Page 2

                  -     staff comments or changes to disclosure in our filing
                        made 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.

                                    COMMENTS

COMMENT 1  PLEASE TELL US WHAT EFFECT THE CHANGES IN ASSET QUALITY OF THE LOAN
           PORTFOLIO, SPECIFICALLY BUT NOT LIMITED TO THE INCREASE IN
           COMMERCIAL, FINANCIAL AND AGRICULTURAL LOANS, THE INCREASED
           CHARGE-OFFS, AND DECREASED RECOVERIES, HAVE HAD ON YOUR DETERMINATION
           OF THE ALLOWANCE ALLOCATION AND PROVISION FOR 2004.

           The increase in our nonaccruals from December 31, 2003 to December
           31, 2004 was primarily the result of two credits. One was to
           [____________](2) which had balances of $1,137,000 and $2,070,000 at
           December 31, 2003 and December 31, 2004, respectively. This credit
           was on nonaccrual at December 31, 2003 and management allocated
           $341,000 of the allowance at December 31, 2003 to this credit. This
           credit increased $933,000 from December 31, 2003 to December 31,
           2004, but due to the nature of the collateral securing this increase,
           management did not feel that an additional allowance allocation was
           warranted. Our reasons for making these additional advances are
           discussed in Comment 5. The second credit, which increased our
           nonaccruals, from December 31, 2003 to December 31, 2004, was a
           $1,500,000 loan to [____________](3). This loan was not on nonaccrual
           as of December 31, 2003. Management allocated $750,000 of the
           allowance at December 31, 2004 to this credit.

           While nonaccruals did increase $2,700,000 from 2003 to 2004, at the
           same time, our other classified loans decreased from $17,167,000 at
           December 31, 2003 to $12,438,000 at December 31, 2004. The allowance
           allocation related to our

-----------

(2)   A complete response to this Comment would call for the disclosure of
      information that is covered by one or more exemptions in the Freedom of
      Information Act. In accordance with the Freedom of Information Act, we
      have omitted from this response letter trade secrets and commercial or
      financial information which are privileged or confidential. Such
      information is included in the Company's FOIA Confidential Treatment
      Request in the attachment identified with the following Identifying Number
      and Code: ENB-1.

(3)   A complete response to this Comment would call for the disclosure of
      information that is covered by one or more exemptions in the Freedom of
      Information Act. In accordance with the Freedom of Information Act, we
      have omitted from this response letter trade secrets and commercial or
      financial information which are privileged or confidential. Such
      information is included in the Company's FOIA Confidential Treatment
      Request in the attachment identified with the following Identifying Number
      and Code: ENB-2.

<PAGE>

Division of Corporation Finance
Attn: Mr. Don Walker
Page 3

           classified loans decreased $709,000 from 2003 to 2004, which
           essentially offset the $750,000 increase in the allowance allocated
           to [____________](4) discussed above.

           Total net charge-offs increased $1,555,000 from $158,000 during 2003
           to $1,713,000 during 2004 primarily due to one credit. Of the
           $1,713,000 of charge-offs during 2004, $1,545,000 related to this one
           credit for which management had allocated $834,000 of the allowance
           at December 31, 2003.

           In summary, management reviews the adequacy of the allowance for loan
           losses and the related provision on a quarterly basis taking into
           consideration nonaccrual loans, internally classified loans,
           charge-offs and the related allocations of the allowance to these
           credits. Management then makes a determination as to whether the
           allowance is sufficient to cover probable losses on these credits or
           whether the allowance needs to be increased by additional provisions
           to the allowance for loan losses. Management's determination was that
           the provision for 2004 was adequate to maintain the allowance for
           loan losses at a level sufficient to cover probable future losses in
           the loan portfolio at December 31, 2004.

COMMENT 2  PLEASE DESCRIBE FOR US ANY UNDERSTANDINGS OR AGREEMENTS YOU MAY HAVE
           WITH YOUR REGULATORS CONCERNING FUTURE CHANGES IN YOUR LEVELS OF LOAN
           LOSS PROVISION AND ALLOWANCE.

           Our Company and subsidiary banks have no understandings or agreements
           with any of our regulators concerning future changes in our levels of
           loan loss provision and allowance.

COMMENT 3  PLEASE PROVIDE US DETAILED INFORMATION ON THE LOANS COMPRISING THE
           $1.6 MILLION COMMERCIAL, FINANCIAL AND AGRICULTURAL LOANS CHARGED OFF
           FOR 2004, INCLUDING BUT NOT LIMITED TO THE SIZE, TYPE AND HISTORIC
           CIRCUMSTANCES SURROUNDING THE DECLINE IN THE ASSET QUALITY OF THE
           LOANS.

           $1,545,000 of the $1,596,000 of commercial, financial and
           agricultural loans charged off in 2004 represents borrowings of one
           customer. The customer is [____________](5). The loan to this
           customer has been internally classified as

-----------

(4)   A complete response to this Comment would call for the disclosure of
      information that is covered by one or more exemptions in the Freedom of
      Information Act. In accordance with the Freedom of Information Act, we
      have omitted from this response letter trade secrets and commercial or
      financial information which are privileged or confidential. Such
      information is included in the Company's FOIA Confidential Treatment
      Request in the attachment identified with the following Identifying Number
      and Code: ENB-3.

(5)   A complete response to this Comment would call for the disclosure of
      information that is covered by one or more exemptions in the Freedom of
      Information Act. In accordance with the Freedom of Information Act, we

<PAGE>

Division of Corporation Finance
Attn: Mr. Don Walker
Page 4

           Substandard since the fourth quarter of 2002. During the first
           quarter of 2004, our Company placed the loan on nonaccrual when the
           liquidation value of our collateral did not appear to be sufficient
           to cover our principal and interest and the customer was experiencing
           cash flow problems. The customer was receiving what appeared to be
           profitable orders with prospects for more and they were in serious
           talks with several potential investors that, had their investments
           come to fruition, would have repaid our loans in their entirety.
           Although the loans were classified and on nonaccrual, we continued to
           make new advances to allow them to build product to fill incoming
           orders. During this period, the customer started a new division which
           looked as though it had promise and might, in conjunction with new
           sales orders, return the company to profitability. In the fourth
           quarter of 2004 one of the key principals of the new division died
           unexpectedly. With the death of this individual, the prospect of
           attracting venture capital was significantly diminished. As a result,
           we began to seriously question the customer's ability to turn the
           company around and continue as a going concern. We made the decision
           that we could no longer continue to provide financing to the customer
           and made demand on our notes. As a result, the customer went out of
           business and we began to liquidate and realize upon our collateral
           and we charged off $1,545,000 during the fourth quarter.

COMMENT 4  PLEASE TELL US HOW MUCH SPECIFIC LOAN LOSS ALLOWANCE HAD BEEN
           ESTABLISHED PRIOR TO 2004 FOR EACH OF THE LOANS COMPRISING THE $1.6
           MILLION OF COMMERCIAL, FINANCIAL AND AGRICULTURAL LOANS CHARGED OFF
           IN 2004.

           As of December 31, 2003 we had allocated $903,000 of our allowance
           for loan losses to the loans which were charged off in 2004.

COMMENT 5  PLEASE PROVIDE US WITH THE TYPE AND SIZE OF LOANS COMPRISING THE
           INCREASE OF $2.7 MILLION IN THE COMMERCIAL, FINANCIAL, AND
           AGRICULTURAL CLASSIFICATION OF THE NONACCRUAL LOANS TABLE FOR 2004.
           IDENTIFY HOW MUCH, IF ANY, SPECIFIC LOAN LOSS ALLOWANCE HAS BEEN
           RECORDED FOR EACH OF THESE LOANS.

           The $2.7 million increase in nonaccrual commercial, financial, and
           agricultural loans in 2004 was primarily represented by three
           credits. The first credit represents additional advances of $933,000
           to [____________](6), discussed in Comment 1 above, in order to
           assist the customer in returning the business to

----------

      have omitted from this response letter trade secrets and commercial or
      financial information which are privileged or confidential. Such
      information is included in the Company's FOIA Confidential Treatment
      Request in the attachment identified with the following Identifying Number
      and Code: ENB-4.

(6)   A complete response to this Comment would call for the disclosure of
      information that is covered by one or more exemptions in the Freedom of
      Information Act. In accordance with the Freedom of Information Act, we
      have omitted from this response letter trade secrets and commercial or
      financial information which are privileged or confidential. Such
      information is included in the Company's FOIA Confidential Treatment
      Request in the attachment identified with the following Identifying Number
      and Code: ENB-5.

<PAGE>

Division of Corporation Finance
Attn: Mr. Don Walker
Page 5

           profitability. This customer had nonaccrual loan balances of
           $2,070,000 at December 31, 2004 compared to $1,137,000 at December
           31, 2003. $310,500 of the allowance was allocated to this credit at
           December 31, 2004.

           The second credit of $364,000 represents the residual debt of
           [____________](7) discussed in Comment 3 above. We anticipate this
           credit, net of the allocated allowance of $55,000, will be paid off
           from the proceeds received from the liquidation of collateral.

           The third credit of $1,500,000, discussed in Comment 1 above,
           represents a loan to [____________](8). We are currently holding $1.2
           million of cash collateral; however, we are currently defending our
           collateral position in Chapter 11 bankruptcy court. $750,000 of the
           allowance was allocated to this credit at December 31, 2004.

            We hope that the above has been of assistance to you and that it is
fully responsive to your comments. If you have any questions or require any
further information, please call me at (660) 885-2241.

                                         Very truly yours,

                                         James E. Smith
                                         Chairman and CEO

cc: Ms. Paula Smith

-----------

(7)   A complete response to this Comment would call for the disclosure of
      information that is covered by one or more exemptions in the Freedom of
      Information Act. In accordance with the Freedom of Information Act, we
      have omitted from this response letter trade secrets and commercial or
      financial information which are privileged or confidential. Such
      information is included in the Company's FOIA Confidential Treatment
      Request in the attachment identified with the following Identifying Number
      and Code: ENB-6.

(8)   A complete response to this Comment would call for the disclosure of
      information that is covered by one or more exemptions in the Freedom of
      Information Act. In accordance with the Freedom of Information Act, we
      have omitted from this response letter trade secrets and commercial or
      financial information which are privileged or confidential. Such
      information is included in the Company's FOIA Confidential Treatment
      Request in the attachment identified with the following Identifying Number
      and Code: ENB-7.
<PAGE>

                                                              September 16, 2005

Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 4561
450 Fifth Street, N.W.
Washington, DC 20549

Attn:    Mr. Don Walker
         Senior Assistant Chief Accountant

                                        Re: Exchange National Bancshares, Inc.
                                            Form 10-K for the year
                                            ended December 31, 2004
                                            SEC File No. 000-23636

Dear Mr. Walker:

             We are writing in response to your letter dated September 2,
2005, with respect to the above referenced report filed by Exchange National

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

October 11, 2005
Mail Stop 4561

By U.S. Mail and facsimile to (573) 761-6272

Mr. James E. Smith
Chief Executive Officer
Exchange National Bancshares, Inc.
132 East High Street
Jefferson City, MO 65101

Re:	Exchange National Bancshares, Inc
      Form 10-K for Fiscal Year Ended December 31, 2004
	File No.  000-23636

Dear Mr. Smith:

      We have reviewed your response letter dated September 16,
2005
and have the following additional comment.

Form 10-K

Exhibit 13

2004 Annual Report to Shareholders

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

Allocation of the Allowance for Loan Losses, page 21

1. Please refer to prior comment #1.  Your reserve allocation
worksheets for 2003 and 2004 showed widely differing loss
percentages.  Loss percentages for your substandard loans with
specific allocations were so large as to suggest that some or all
of
those loans were impaired.
Please tell us:

* your rationale for categorizing the loans as "substandard"
verses
"impaired" given the significant allowance to loan balance ratios,
and

* how you applied SFAS 114 paragraphs 12-16 and SFAS 118 paragraph
6
in your impaired loan disclosures.

*    *    *    *

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comment and provide any requested
supplemental information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your response to our comments.

       You may contact Paula Smith (Staff Accountant) at (202)
551-
3696 or me at (202) 551-3490 if you have any questions regarding
comments on the financial statements and related matters.

Sincerely,

							Don Walker
							Senior Assistant Chief
Accountant
??

??

??

??

James E. Smith, Chief Executive Officer
Exchange National Bancshares, Inc.
Page 1 of 2

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

September 2, 2005
Mail Stop 4561

By U.S. Mail and facsimile to (573) 761-6272

Mr. James E. Smith
Chief Executive Officer
Exchange National Bancshares, Inc.
132 East High Street
Jefferson City, MO 65101

Re:	Exchange National Bancshares, Inc
      Form 10-K for Fiscal Year Ended December 31, 2004
	File No.  000-23636

Dear Mr. Smith:

      We have reviewed your response letter dated August 19, 2005
and
have the following additional comment.

Form 10-K

Exhibit 13

2004 Annual Report to Shareholders

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

Allocation of the Allowance for Loan Losses, page 21
1. We read your August 19, 2005 response to our August 9, 2005
comment letter. We are not yet able to understand the changes in
your
allowance which resulted in a substantially smaller allowance at
December 31, 2004 since:
* Total loans and nonperforming loans have significantly increased
from December 31, 2003 to December 31, 2004;
* Your allowance for loans not impaired decreased $1.8 million
from
$7.6 million in 2003 to $5.8 million in 2004, representing a
decrease
in your ratio of non-impaired loan allowance to total loans from
1.3%
to 0.9%, and
* Your average ratio of total loan loss allowance to total loans
has
decreased from 1.4% to 1.2%.

      Please provide us with a quantitative and qualitative
analysis
which shows how 		you applied your allowance methodology to
loans not impaired in a consistent 	fashion to at each of
December 31, 2004 and December 31, 2003. Your analysis 	should
clearly demonstrate how you determined that the December 31, 2004
	allowance and the related provision for the year of $942,000
were appropriate. In 	your response, consider the documentation
requirements set forth in the FFIEC 	Policy Release on
Allowances
for Loan and Lease Losses dated July 2, 2001.

*    *    *    *

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comment and provide any requested
supplemental information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your response to our comments.

       You may contact Paula Smith (Staff Accountant) at (202)
551-
3696 or me at (202) 551-3490 if you have any questions regarding
comments on the financial statements and related matters.

Sincerely,

							Don Walker
							Senior Assistant Chief
Accountant
??

??

??

??

James E. Smith, Chief Executive Officer
Exchange National Bancshares, Inc.
Page 1 of 2

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

August 9, 2005
Mail Stop 4561

By U.S. Mail and facsimile to (573) 761-6272

Mr. James E. Smith
Chief Executive Officer
Exchange National Bancshares, Inc.
132 East High Street
Jefferson City, MO 65101

Re:	Exchange National Bancshares, Inc
      Form 10-K for Fiscal Year Ended December 31, 2004
	File No.  000-23636

Dear Mr. Smith:

      We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, please provide us
with the supplemental documentation we requested in response to
these
comments.  Please be as detailed as necessary in your explanation.
After reviewing this information, we may or may not 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.

Form 10-K

Exhibit 13

2004 Annual Report to Shareholders

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

Provision for Loan Losses, page 10

1. Please tell us what effect the changes in asset quality of the
loan portfolio, specifically but not limited to the increase in
commercial, financial and agricultural loans, the increased
charge-
offs, and decreased recoveries, have had on your determination of
the
allowance allocation and provision for 2004.

2. Please describe for us any understandings or agreements you may
have with your regulators concerning future changes in your levels
of
loan loss provision and allowance.

Loan Loss Experience, page 20

3. Please provide us detailed information on the loans comprising
the
$1.6 million commercial, financial and agricultural loans charged
off
for 2004, including but not limited to the size, type and historic
circumstances surrounding the decline in the asset quality of the
loans.

4. Please tell us how much specific loan loss allowance had been
established prior to 2004 for each of the loans comprising the
$1.6
million of commercial, financial and agricultural loans charged
off
in 2004.

Nonperforming and Problem Assets - page 22

5. Please provide us with the type and size of loans comprising
the
increase of $2.7 million in the commercial, financial, and
agricultural classification of the nonaccrual loans table for
2004.
Identify how much, if any, specific loan loss allowance has been
recorded for each of these loans.

* * * * *

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental 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 required under the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed investment 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 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 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 Paula Smith (Staff Accountant) at (202) 551-
3696
or me at (202) 551-3490 if you have any questions regarding
comments
on the financial statements and related matters.

Sincerely,

							Don Walker
							Senior Assistant Chief
Accountant
??

??

??

??

James E. Smith, Chief Executive Officer
Exchange National Bancshares, Inc.
Page 1 of 3

</TEXT>
</DOCUMENT>