This summary highlights selected information contained elsewhere in this prospectus, including a description of the material terms of the offering, and may not contain all of the information that you should consider before investing in our common stock. To understand this offering fully, you should carefully read the entire prospectus, including the sections entitled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” together with our consolidated financial statements and the related notes, before making an investment decision. Unless the context indicates otherwise, all information in this prospectus (i) assumes that the underwriters will not exercise their option to purchase additional shares to cover over-allotments; and (ii) reflects the effect of a three-for-one stock split effected as a stock dividend on May 31, 2005.

      We were established in 1998 when an investor group led by John W. Allison, our Chairman and Chief Executive Officer, and Robert H. Adcock, Jr., our former Vice Chairman and the current Arkansas State Bank Commissioner, formed Home BancShares, Inc. to acquire a bank charter and establish First State Bank in Conway, Arkansas. We or members of our management team have also been involved in the formation of two of our other bank subsidiaries — Twin City Bank and Marine Bank — both of which we acquired in 2005. We have also acquired and integrated our two other bank subsidiaries — Community Bank and Bank of Mountain View — in 2003 and 2005, respectively.

      Our management team is led by our founder, Chairman and Chief Executive Officer, John W. Allison; our President and Chief Operating Officer, Ron W. Strother; and our Chief Financial Officer, Randy E. Mayor. Mr. Allison has more than 23 years of banking experience, including his service on the board of directors of First Commercial Corporation from 1984 to 1998. Prior to its sale in 1998, First Commercial Corporation was a publicly traded company and the largest bank holding company headquartered in Arkansas, with approximately $7.3 billion in assets. While on the board of First Commercial Corporation, Mr. Allison served as the Chairman of the Executive Committee from 1996 to 1998, and also served as Chairman of the Asset Quality Committee for several years. Mr. Strother joined Home BancShares in 2004 and has more than 33 years of banking experience, which includes serving as Chairman and Chief Executive Officer of Central Bank & Trust Company (Little Rock), and President and Chief Operating Officer of First Commercial Bank

      Our senior management team — the three senior executives of Home BancShares and our five bank presidents — has, on average, more than 27 years of banking experience. Our executive officers and directors beneficially owned approximately 45.1%46.2% of our outstanding common stock, as of December 31, 2005.May 23, 2006.

      Since our inception in 1998, we have grown total assets through a combination of organic growth and acquisitions. The table below lists our bank subsidiaries and the dates of the acquisitions of their respective parent companies:

      In May 2005, we invested $9.1 million to acquire 20% of the common stock of White River Bancshares, Inc., the holding company for Signature Bank in Fayetteville, Arkansas. In January 2006, we invested an additional $3.0 million to maintain this 20% ownership position.

      Our goals are to achieve growth in earnings per share and to create and build shareholder value. Our growth strategy entails the following:

     Community Banking Philosophy — Our community banking philosophy consists of four basic principles:

      We believe that these principles are a competitive advantage when serving our customers, particularly as we compete with larger banks headquartered outside of our markets. Through our bank subsidiaries and their boards of directors and employees, we plan to continue building a high-performing banking organization with exceptional customer service.

     Operating Strategy — Our operating strategies focus on credit quality, improving profitability, finding experienced bankers, and leveraging our infrastructure:

      As of DecemberMarch 31, 2005,2006, we conducted business principally through 3840 branches in five counties in Arkansas, and seven branches in the Florida Keys.Keys, and one branch in southwestern Florida. We opened three branches in the first quarter of 2006 and plan to add sevenopen four to ten newsix additional branches in 2006.byyear-end. Our branch footprint includes markets in which we are the deposit market share leader, as well as markets where we believe we have significant opportunities for deposit market share growth.

      We are currently the deposit market share leader in Conway, Cabot, North Little Rock, and Mountain View, Arkansas. In these markets, we plan to continue our organic growth while improving profitability. Furthermore, we plan to open an additional threeone to fourtwo branches in certain growing communities surrounding Cabot, Conway, and North Little Rock in 2006, includingin addition to the branch in Searcy, Arkansas,branches opened in Beebe in January 2006 and Searcy in February 2006.

     Conway — First State Bank opened its first branch in Conway in 1999 and, as of June 30, 2005, had a 27.1% deposit market share. Conway is located on Interstate 40, approximately 30 miles northwest of Little Rock. Conway’s population is projected to increase by 11.6% from 2005 to 2010.

     Cabot — We entered the Cabot market in 2003 through the acquisition of Community Financial Group and, as of June 30, 2005, had a 45.8% deposit market share. Cabot is located approximately 25 miles north of Little Rock. Cabot’s population is projected to increase by 16.9% from 2005 to 2010.

     North Little Rock — Twin City Bank entered the North Little Rock market in 2000 and, as of June 30, 2005, had a 27.6% deposit market share.

     Mountain View — We entered the Mountain View market through the acquisition of Mountain View Bancshares in September 2005 and, as of June 30, 2005, the Bank of Mountain View had an 84.9% deposit market share. Mountain View is located approximately 75 miles north of Conway and is the seat of Stone County.

     Little Rock — Twin City Bank began branching into Little Rock in May 2003 and, as of June 30, 2005, had a 2.8% deposit market share. Little Rock is the state capital of Arkansas and is the state’s largest city. Little Rock had an estimated population of 189,364 in 2005, and its per capita income is projected to increase 29.0% between 2005 and 2010. Little Rock should continue to benefit economically from the growing communities on the outer edges of the greater Little Rock metropolitan statistical area, including Conway and Cabot.

     Florida Keys (Monroe County) — We entered the Florida Keys in 2005 through the acquisition of Marine Bank. As of June 30, 2005, Marine Bank had a 9.5% deposit market share in Monroe County. The Florida Keys encompass a100-mile string of islands located in Monroe County on the southern tip of Florida, and are a popular tourist and retirement destination. We believe that we have growth opportunities both within the Keys and in nearby markets in southwestern Florida.

     Southwestern Florida — We plan to openopened a branch in Port Charlotte (Punta Gorda MSA) in March 2006 and plan to open branches in Punta Gorda and Marco Island (Naples-Marco Island MSA) during 2006. As of June 30, 2005, there were more than $12.6approximately $13.1 billion deposits and approximately 500,000475,000 residents in these two combined MSAs. The expected population growth between 2005 and 2010 in the Punta Gorda MSA and the Naples-Marco-Island MSA is 11.6% and 22.5%25.5%, respectively.

      Our net income of $3.6increased $1.3 million, or $0.2560.6%, to $3.5 million for the three-month period ended March 31, 2006, from $2.2 million for the same period in 2005. On a diluted earnings per share.share basis, our net earnings increased 50.0% to $0.24 for the three-month period ended March 31, 2006, as compared to $0.16 for the same period in 2005. The increase in earnings is primarily associated with our acquisitions of Marine Bancorp, Inc. and Mountain View Bancshares during the second and third quarters of 2005, respectively, combined with organic growth of our bank subsidiaries.

      For the first quarter, our annualized return on average equity was 8.53%8.51%, our annualized return on average assets was 0.74%, our annualized net interest margin was 3.48%3.53%, and our efficiency ratio was 63.46%66.68%.

     An investment in our common stock involves risks. Before making an investment decision, you should carefully consider the risks described below, together with our consolidated financial statements and the related notes and the other information included in this prospectus. The discussion below presents material risks associated with an investment in our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. In such a case, the trading price of our common stock could decline, and you may lose all or part of your investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

      Management makes various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of our secured loans. We maintain an allowance for loan losses that we consider adequate to absorb future losses which may occur in our loan portfolio. In determining the size of the allowance, we analyze our loan portfolio based on our historical loss experience, volume and classification of loans, volume and trends in delinquencies and non-accruals, national and local economic conditions, and other pertinent information. As of DecemberMarch 31, 2005,2006, our allowance for loan losses was approximately $24.2$24.4 million, or 2.01%1.96% of our total loans receivable.

      If our assumptions are incorrect, our current allowance may be insufficient to cover future loan losses, and increased loan loss reserves may be needed to respond to different economic conditions or adverse developments in our loan portfolio. In addition, federal and state regulators periodically review our allowance for loan losses and may require us to increase our allowance for loan losses or recognize further loan charge-offs based on judgments different than those of our management. Any increase in our allowance for loan losses or loan charge-offs could have a negative effect on our operating results.

      A significant portion of our loan portfolio is dependent on real estate. As of DecemberMarch 31, 2005,2006, approximately 80.7%82.2% of our loans had real estate as a primary or secondary component of collateral. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. An adverse change in the economy affecting values of real estate generally or in our primary markets specifically could significantly impair the value of our collateral and our ability to sell the collateral upon foreclosure. Furthermore, it is likely that we would be required to increase our provision for loan losses. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values or to increase our allowance for loan losses, our profitability and financial condition could be adversely impacted.

      We have a concentration of exposure to a number of individual borrowers. Under applicable law, each of our bank subsidiaries is generally permitted to make loans to one borrowing relationship up to 20% of their respective capital in the case of our Arkansas bank subsidiaries, and 15% of capital (25% on secured loans) in the case of our Florida bank subsidiary. Historically, when our bank subsidiaries have lending relationships that exceed their individual loan to one borrower limitation, the overline, or amount in excess of the subsidiary

      As of DecemberMarch 31, 2005,2006, we had ten11 borrowing relationships where we had a commitment to loan in excess of $10.0 million, with the aggregate amount of those commitments totaling approximately $134.5$180.0 million. The largest of those commitments to one borrowing relationship was $27.3 million, which is 16.5%16.1% of our consolidated shareholders’ equity. Given the size of these loan relationships relative to our capital levels and earnings, a significant loss on any one of these loans could materially and adversely affect our business, financial condition, results of operations, and future prospects.

      Our success depends significantly on our executive officers, especially John W. Allison, Ron W. Strother, Randy E. Mayor, and on the presidents of our bank subsidiaries. Our bank subsidiaries, in particular, rely heavily on their management team’s relationships in their local communities to generate business. Because we do not have employment agreements or non-compete agreements with our employees, our executive officers and bank presidents are free to resign at any time and accept an employment offer from another company, including a competitor. The loss of services from a member of our current management team may materially and adversely affect our business, financial condition, results of operations and future prospects.

      Growth through the acquisition of banks,de novobranching, and the organization of new banks represents an important component of our business strategy. Although we have no present plans to acquire any financial institution or financial services provider, any future acquisitions we might make will be accompanied by the risks commonly encountered in acquisitions. These risks include, among other things:

      We expect that competition for suitable acquisition candidates may be significant. We may compete with other banks or financial service companies with similar acquisition strategies, many of which are larger and have greater financial and other resources. We cannot assure you that we will be able to successfully identify and acquire suitable acquisition targets on acceptable terms and conditions.

      In addition to the acquisition of existing financial institutions, we plan to continuede novobranching, and we may consider the organization of new banks in new market areas. We do not, however, have any current plans to organize a new bank.De novobranching and any acquisition or organization of a new bank carries with it numerous risks, including the following:

      We cannot assure that we will be successful in overcoming these risks or any other problems encountered in connection with acquisitions,de novo branching and the organization of new banks. Our inability to overcome these risks could have an adverse effect on our ability to achieve our business strategy and maintain our market value and profitability.

      We expect to continue to grow our assets and deposits, the products and services we offer, and the scale of our operations, generally, both internally and through acquisitions. If we continue to grow rapidly, we may not be able to control costs and maintain our asset quality. Our ability to manage our growth successfully will

  ��   Our growth strategy includes strategic acquisitions of bank subsidiaries. We acquired three bank subsidiaries in 2005, and will continue to consider strategic acquisitions, with a primary focus on Arkansas and southwestern Florida. In most cases, our acquisition of a bank includes the acquisition of all of the target bank’s assets and liabilities, including its loan portfolio. There may be instances when we, under our normal operating procedures, may find after the acquisition that there may be additional losses or undisclosed liabilities with respect to the assets and liabilities of the target bank, and, with respect to its loan portfolio, that the ability of a borrower to repay a loan may have become impaired, the quality of the value of the collateral securing a loan may fall below our standards, or the allowance for loan losses may not be adequate. One or more of these factors might cause us to have additional losses or liabilities, additional loan charge-offs, or increases in allowances for loan losses, which would have a negative impact upon our future income.

      Our business is affected by prevailing economic conditions in the United States, including inflation and unemployment rates, but is particularly subject to the local economies in Arkansas, the Florida Keys and southwestern Florida. Our relatively small size and our geographic concentration expose us to greater risk of unfavorable local economic conditions than the larger national or regional banks in our market areas. Adverse changes in local economic factors, such as population growth trends, income levels, deposits and housing starts, may adversely affect our operations.

      We are at risk of natural disaster or acts of terrorism, even if our market areas are not primarily affected. Our Florida market, in particular, is subject to risks from hurricanes, which may damage or dislocate our facilities, damage or destroy collateral, adversely affect the livelihood of borrowers or otherwise cause significant economic dislocation in areas we serve.

      If and when economic conditions deteriorate, either in our local market areas or nationwide, we may experience a reduction in the demand for our products and services and deterioration in the quality of our loan portfolio and consequently have a material and adverse effect on our business, financial condition, results of operations and future prospects.

      The banking business is highly competitive. We experience strong competition, not only from commercial banks, savings and loan associations, and credit unions, but also from mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds, and other financial institutions operating in or near our market areas. We compete with these institutions both in attracting deposits and in making loans.

      Many of our competitors are much larger national and regional financial institutions. We may face a competitive disadvantage against them as a result of our smaller size and resources and our lack of geographic diversification.

      We also compete against community banks that have strong local ties. These smaller institutions are likely to cater to the same small and mid-sized businesses that we target and to use a relationship-based approach similar to ours. In addition, our competitors may seek to gain market share by pricing below the current market rates for loans and paying higher rates for deposits. Competitive pressures can adversely affect our profitability.

      We are unlikely to sustain our historical rate of growth, and may not even be able to expand our business at all. Further, our recent growth may distort some of our historical financial ratios and statistics. In the future, we may not have the benefit of several recently favorable factors, such as a strong residential housing market

      Federal and state regulatory authorities require us and our bank subsidiaries to maintain adequate levels of capital to support our operations. While we believe that our capital will be sufficient to support our current operations and anticipated expansion, factors such as faster than anticipated growth, reduced earning levels, operating losses, changes in economic conditions, revisions in regulatory requirements, or additional acquisition opportunities may lead us to seek additional capital.

      Our ability to raise additional capital, if needed, will depend on our financial performance and on conditions in the capital markets at that time, which are outside our control. If we need additional capital but cannot raise it on terms acceptable to us, our ability to expand our operations could be materially impaired.

      We hold a 20% ownership interest in White River Bancshares, Inc., a bank holding company headquartered in Fayetteville, Arkansas. Our minority ownership means that we lack effective power to control the operations of the holding company. We are, nevertheless, considered by the Federal Reserve Board to be a source of financial strength for that holding company. As a result, we may be required to contribute sufficient funds for White River Bancshares to meet regulatory capital requirements if it is unable to raise funds from other sources. An obligation to support White River Bancshares may be required at times when, in the absence of this Federal Reserve Board policy, we might not be inclined to provide it. As of and for the year ended December 31, 2005, White River Bancshares had total assets of $184.7 million, total shareholders’ equity of $51.2 million, and a net operating loss of $2.7 million. ItsThe capital ratios for White River Bancshares’ wholly-owned bank subsidiary, Signature Bank of Arkansas, at year-end and the minimum ratios required to be considered “well capitalized” were: leverage ratio, 24.7% (5.0% required); Tier 1 capital ratio, 27.8% (6.0% required); and total risk-based capital ratio, 29.0% (10.0% required).

      Although we have paid a quarterly dividend on our common stock since the second quarter of 2003 and expect to continue this practice, we cannot assure you of our ability to continue. Our ability to pay dividends depends on the following factors, among others:

      If we fail to pay dividends, capital appreciation, if any, of our common stock may be your sole opportunity for gains on your investment.

      Our directors and executive officers, as a group, will beneficially own approximately %38.6% of our common stock immediately following this offering. Consequently, if they vote their shares in concert, they can

      We have $44.8 million of subordinated debentures issued in connection with trust preferred securities. Payments of the principal and interest on the trust preferred securities are unconditionally guaranteed by us. The subordinated debentures are senior to our shares of common stock. As a result, we must make payments on the subordinated debentures (and the related trust preferred securities) before any dividends can be paid on our common stock and, in the event of our bankruptcy, dissolution or liquidation, the holders of the debentures must be satisfied before any distributions can be made to the holders of our common stock. We have the right to defer distributions on the subordinated debentures (and the related trust preferred securities) for up to five years, during which time no dividends may be paid to holders of our common stock.

      Most of our assets and liabilities are monetary in nature, and thus subject us to significant risks from changes in interest rates. Consequently, our results of operations can be significantly affected by changes in interest rates and our ability to manage interest rate risk. Changes in market interest rates, or changes in the relationships between short-term and long-term market interest rates, or changes in the relationship between different interest rate indices can affect the interest rates charged on interest-earning assets differently than the interest paid on interest-bearing liabilities. This difference could result in an increase in interest expense relative to interest income or a decrease in interest rate spread. In addition to affecting our profitability, changes in interest rates can impact the valuation of our assets and liabilities.

      Currently,As of March 31, 2006, our one-year ratio of interest-rate-sensitive assets to interest-rate-sensitive liabilities is 101.1%was 104.1% and our cumulative gap position for the same time period is 0.6%was 2.3% of total earning assets, resulting in a minimum impact on earnings for various interest rate change scenarios. Floating rate loans makemade up 38.4%39.1% of our $1.2 billion loan portfolio. In addition, 67.4%70.7% of our loans receivable and 77.6%81.3% of our time deposit accountsdeposits were scheduled to reprice within 12 months and our other rate sensitive asset and rate sensitive liabilities composition is subject to change. Significant composition changes in our rate sensitive assets or liabilities could result in a more unbalanced position and interest rate changes would have more of an impact to our earnings.

      Our results of operations are also affected by the monetary policies of the Federal Reserve Board. Actions by the Federal Reserve Board involving monetary policies could have an adverse effect on our deposit levels, loan demand or business and earnings.

      Complying with banking industry regulations is costly and may limit our growth and restrict certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits and locations of offices. We are also subject to capital requirements by our regulators. Violations of various laws, even if unintentional, may result in significant fines or other penalties, including restrictions on branching or bank acquisitions. Recently, banks generally have faced increased regulatory sanctions and scrutiny, particularly under the USA Patriot Act and statutes that promote customer privacy or seek to prevent money laundering. As regulation of the banking industry continues to evolve, we expect the costs of compliance to continue to increase and, thus, to affect our ability to operate profitably.

      Upon completion of this offering, we will become subject to the many requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, and the related rules and regulations promulgated by the Securities and Exchange Commission and Nasdaq. These laws and regulations will increase the scope,

      To date, we have not conducted a comprehensive review and confirmation of the adequacy of our existing systems and controls as will be required under Section 404 of the Sarbanes-Oxley Act, and will not do so until after the completion of this offering. We may discover deficiencies in existing systems and controls. If that is the case, we intend to take the necessary steps to correct any deficiencies. These steps may be costly and strain our resources. A decline in the market price for our common stock may result if we are unable to comply with the Sarbanes-Oxley Act.

      We will use the net proceeds of this offering for general corporate purposes, which may include, among other things, our working capital needs and providing investments in our bank subsidiaries. We may also use the net proceeds to finance bank acquisitions, though we have no present plans in that regard. Thus, our

      There has been no public market for our common stock prior to this offering. An active trading market for our common stock may never develop or be sustained, which could affect your ability to sell your shares.

      Even if a market develops for our common stock after the offering, the market price of our common stock may experience significant volatility. Factors that may affect the price of our common stock include the depth and liquidity of the market for our common stock, investor perception of our financial strength, conditions in the banking industry such as credit quality and monetary policies, and general economic and market conditions. Our quarterly operating results, changes in analysts’ earnings estimates, changes in general conditions in the economy or financial markets or other developments affecting us could cause the market price of our common stock to fluctuate substantially. In addition, the initial public offering price has been determined through negotiations between us and the underwriters, and may bear no relationship to the price at which the common stock will trade upon completion of the offering.

      Purchasers in this offering will experience immediate dilution into the extent of the difference between the initial public offering price and the net tangible book value per share of our common stock fromstock. This dilution is estimated to be $7.50 per share, based on the assumed initial offering price of $$17.00 per share.share (the midpoint of the range set forth on the cover page of this prospectus) and our pro forma net tangible book value of $8.45 per share as of March 31, 2006. This per-share dilution takes into account the conversion to common stock of our outstanding shares of Class A preferred stock and Class B preferred stock, as it is our intent to effect those conversions as soon as practicable after the offering is completed.

      To the extent we raise additional capital by issuing equity securities in the future, our shareholders may experience additional dilution. Our board of directors may determine, from time to time, a need to obtain additional capital through the issuance of additional shares of common stock or other securities. We may issue additional securities at prices or on terms less favorable than or equal to the public offering price and terms of this offering.

      Sales of a significant number of shares of our common stock after this offering, or the expectation that these sales may occur, could depress the market price of our common stock.

      Some of our statements contained in this prospectus, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” are “forward-looking statements.” Forward-looking statements relate to future events or our future financial performance and include statements about the competitiveness of the banking industry, potential regulatory obligations, our entrance and expansion into other markets, our other business strategies and other statements that are not historical facts. Forward-looking statements are not guarantees of performance or results. When we use words like “may,” “plan,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,” “expect,” “project,” “predict,” “estimate,” “could,” “should,” “would,” and similar expressions, you should consider them as identifying forward-looking statements, although we may use other phrasing. These forward-looking statements involve risks and uncertainties and are based on our beliefs and assumptions, and on the information available to us at the time that these disclosures were prepared. These forward-looking statements involve risks and uncertainties and may not be realized due to a variety of factors, including, but not limited to, the following:

      All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this Cautionary Note. Our actual results may differ significantly from those we discuss in these forward-looking statements. For other factors, risks and uncertainties that could cause our actual results to differ materially from estimates and projections contained in these forward-looking statements, see “Risk Factors” beginning on page 9.

      Our net proceeds from the sale of 2,500,000 shares of our common stock in this offering (based on the mid-point of the price range on the cover page of this prospectus) will be approximately $$38.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ over-allotment option is exercised in full, we estimate that our net proceeds will be approximately $$44.7 million.

      We will use the net proceeds of this offering for general corporate purposes. Those purposes may include, among other things, meeting our working capital needs and providing investments in our bank subsidiaries to support our growth, including development of additional banking offices. Additionally, we may use the net proceeds to finance bank acquisitions, though we have no present plans in that regard.

      We have not specifically allocated the amount of the net proceeds that will be used for these purposes; however, we believe that we will be able to deploy the net proceeds of this offering in a manner that will maximize the return to our investors. We are effecting this offering at this time because we believe that based on our current financial position and considering our historical growth and development and our prospects for the future, we have reached a stage where we are ready to be a public company with access to the public markets.

      The precise amounts and timing of our use of the net proceeds will depend upon market conditions and the availability of other funds, among other factors. From time to time, we may engage in additional capital financings as we determine to be appropriate based upon our needs and prevailing market conditions. These additional capital financings may include the sale of securities other than, or in addition to, common stock.

      Prior to this offering, our common stock has not been traded on an established public trading market and quotations for our common stock were not reported on any market. As a result, there has been no regular market for our common stock. Although our shares have been infrequently traded in private transactions, those transactions have usually been between related parties and at sales prices that did not necessarily reflect the price that would be paid for our common stock in an active market.

      Dividends are paid at the discretion of our board of directors. We have paid regular quarterly cash dividends on our common stock beginning with the second quarter of 2003, and our board of directors presently intends to continue the payment of these regular cash dividends. We paid dividends of $0.02 per common share for the first quarter of 2006, and total dividends in the amount of $0.07 per common share in 2005, $0.04 per common share in 2004 and $0.01 per common share in 2003. However, the amount and frequency of cash dividends, if any, will be determined by our board of directors after consideration of our earnings, capital requirements, our financial condition and our ability to service any equity or debt obligations senior to our common stock, and will depend on cash dividends paid to us by our bank subsidiaries. As a result, our ability to pay future dividends will depend on the earnings of our bank subsidiaries, their financial condition and their need for funds.

      There are a number of restrictions on our ability to pay cash dividends. It is the policy of the Federal Reserve Board that bank holding companies should pay cash dividends on common stock only out of net income available over the past year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. The policy provides that bank holding companies should not maintain a level of cash dividends that undermines the bank holding company’s ability to serve as a source of strength to its banking subsidiaries. For a foreseeable period of time, our principal source of cash will be dividends paid by our bank subsidiaries with respect to their capital stock. There are certain restrictions on the payment of these dividends imposed by federal banking laws, regulations and authorities. See “Supervision and Regulation — Payment of Dividends.”

      Additionally, before any dividend may be paid on our common stock in any year, dividends of $0.25 per share must first be paid on our Class A preferred stock and $0.57 per share paid on our Class B preferred stock. We are also restricted from paying dividends on our common stock if we have deferred payments of interest, or if a default has occurred, on our subordinated debentures.

      As of DecemberMarch 31, 2005,2006, no significant funds were available for payment of dividends by our bank subsidiaries to us under applicable regulatory restrictions, without regulatory approval. Regulatory authorities could impose administratively stricter limitations on the ability of our bank subsidiaries to pay dividends to us if such limits were deemed appropriate to preserve certain capital adequacy requirements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

      The following table shows our consolidated capitalization as of DecemberMarch 31, 2005.2006. Our capitalization is presented on an actual basis and on an as adjusted basis to give effect to the sale of 2,500,000 shares of common stock offered in this offering, less the underwriting discount, commissions and estimated expenses, at an assumed offering price of $$17.00 per share (the mid-point of the price range set forth on the cover page of this prospectus). This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included in this prospectus.

      If you invest in our common stock in this offering, your ownership interest in Home BancShares will be diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share after this offering. Net tangible book value per share is determined by dividing our tangible net worth (net tangible assets less total liabilities) by the number of shares outstanding. Our net tangible book value as of DecemberMarch 31, 2005,2006, was $117.1$120.7 million, or $8.21$8.45 per share, based on the number of shares of common stock outstanding plus the conversion of preferred stock to common stock as of DecemberMarch 31, 2005.2006.

      After giving effect to our sale of shares in this offering at an assumed initial public offering price of $$17.00 per share (the midpoint of the range set forth on the cover page of this prospectus), assuming the underwriters’ over-allotment option is not exercised, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our common stock net tangible book value as of DecemberMarch 31, 20052006, would have been $$159.5 million, or $$9.50 per share. This represents an immediate increase in net tangible book value to present common shareholders of $$1.05 per share and an immediate dilution in net tangible book value of $$7.50 per share to new investors purchasing shares in this offering at the assumed initial public offering price. Dilution is determined by subtracting pro forma net tangible book value per common share after this offering from the assumed initial offering price of $$17.00 per common share.

      The following table illustrates the dilution on a per-common-share basis (with preferred stock converted to common stock) as of DecemberMarch 31, 2005:

      The following unaudited pro forma condensed combined statement of income for the year ended December 31, 2005, combines the historical income statements of Home BancShares with Marine Bancorp, Inc. and Mountain View Bancshares, Inc. after giving effect to our acquisitions of Marine Bancorp on June 1, 2005, and Mountain View Bancshares on September 1, 2005.

      The pro forma adjustments to the statement of income are computed as if the transactions occurred on January 1, 2005. This unaudited pro forma statement was prepared giving effect to the purchase accounting adjustments and other assumptions described in the accompanying notes. Pro forma balance sheet data is not provided, as our audited consolidated balance sheet as of December 31, 2005, included elsewhere in this prospectus, gives full effect to the Marine Bancorp and Mountain View Bancshares acquisitions.

      The unaudited pro forma condensed combined statement of income reflects pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable but are subject to change. We have made, in our opinion, all adjustments that are necessary to present fairly the pro forma information. The unaudited condensed combined statement of income does not purport to represent what our actual results of operations or financial position would have been if our acquisitions of Marine Bancorp and Mountain View Bancshares had occurred on January 1, 2005, or to project our results of operations or financial position for any future period.

     The following discussion and analysis presents our consolidated financial condition and results of operations for the three months ended March 31, 2006 and 2005, and for the years ended December 31, 2005, 2004 and 2003. This discussion should be read together with the “Summary Consolidated Financial Data,” our financial statements and the notes thereto, and other financial data included in this prospectus. In addition to the historical information provided below, we have made certain estimates and forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these estimates and in the forward-looking statements as a result of certain factors, including those discussed in the section of this prospectus captioned “Risk Factors,” beginning on page 9, and elsewhere in this prospectus.

      We generate most of our revenue from interest on loans and investments, service charges, and mortgage banking income. Deposits are our primary source of funding. Our largest expenses are interest on these deposits and salaries and related employee benefits. We measure our performance by calculating our return on average equity, return on average assets, and net interest margin. We also measure our performance by our efficiency ratio, which is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income.