Mail Stop 4561
								December 15, 2005

By U.S. Mail and facsimile to (601) 268-8904


Donna T. Rutland
Senior VP and Chief Financial Officer
The First Bancshares, Inc.
6480 U.S. Hwy. 98 West
Hattiesburg, MS  39402

Re:	The First Bancshares, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
	Forms 10-Q for Fiscal Quarters Ended
	March 31, 2005, June 30, 2005 and September 30, 2005
      File No. 33-94288

Dear Ms. Rutland:

      We have reviewed the above filings and have the following
comment.  Where indicated, we think you should revise future
filings
of your documents in response to these comments.  If you disagree,
we
will consider your explanation as to why our comment is
inapplicable
or a future revision is unnecessary.  Please be as detailed as
possible in your explanation.  We have also asked you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.  We
have limited our review of your filings to those issues we have
addressed in our comment.

	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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment 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-KSB for the period ended December 31, 2004

Item 8A. Controls and Procedures

1. We note that Item 8A of your Form 10-KSB does not address
whether
or not you had any changes to internal controls over financial
reporting during the fourth quarter ended December 31, 2004 as
required by Item 308(c) of Regulation S-K.  We further note that
Item
3 of your Form 10-Qs for the periods ended March 31, 2005, June
30,
2005 and September 30, 2005 disclose that there have been not
significant changes in your internal controls subsequent to the
date
of the evaluation of your disclosure controls and procedures.
These
disclosures, however, do not address whether there were any
changes
in internal control over financial reporting during your each of
the
fiscal quarters covered by your reports.

For each of the fiscal quarters ended December 31, 2004 through
September 30, 2005, please tell us whether you identified any
changes
in your internal control over financial reporting that occurred
during each of the quarters covered by the corresponding annual
and
quarterly reports.  Please also provide us with the proposed
disclosures you will use in your Form 10-KSB for the period ended
December 31, 2005 to meet the requirements of Item 308(c) of
Regulation S-K.


*    *    *    *    *    *    *


       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 response to our comment and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your response to our comment.

	 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 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 Lisa Haynes, Staff Accountant, at (202) 551-
3424
or me at (202) 551-3492 if you have questions.


      Sincerely,



      John P. Nolan
      Accounting Branch Chief




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Donna T. Rutland
The First Bancshares, Inc.
December 15, 2005
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