Mail Stop 4561
								May 2, 2007



Mr. Gary Pendleton
President
Ohio State Bancshares, Inc.
111 South Main Street
Marion, Ohio 43302

Re:	Ohio State Bancshares, Inc.
      Schedule 13E-3A
      Filed April 16, 2007
      File No. 005-55033

      Revised Preliminary Proxy Statement on Schedule 14A
      Filed April 16, 2007
      File No. 000-28648


Dear Mr. Pendleton:

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

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.








Preliminary Proxy Statement

Fairness of the Stock Splits, page 4

1. We note your response to comment  9 of our letter to you dated
March 23, 2007. As we requested, expressly address, on page 6, the
limited ability of shareholders to sell shares if they want to be
cashed out.


Advantages of the Stock Splits, page 6

2. We note your response to comment 6 of our letter to you dated
March 23, 2007.  Please revise your claim, in the last bullet
point
that "the Stock Splits will reduce expenses related to
administering
small stockholder accounts" to clarify that actual operating
expenses
will not be reduced as a result of the Stock Splits but time
devoted
by employees to administering stockholder accounts will be
reduced.


Special Factors

Alternatives to the Stock Splits, page 24

3. We note your responses to comment 10 of our letter to you dated
March 23, 2007.  Please revise your discussion of Cash-Out Merger
as
follows:
* explain how providing dissenters rights would have made it
"impossible" for you to calculate the cost of the transaction
"with
reasonable certainty" given the Board`s analysis and determination
that the price offered is fair and the fairness opinion and
valuation
report of Austin Associates; and
* identify the "potential" regulatory concerns relating to your
capital requirements, including a discussion of your current
compliance with capital requirements.


Fairness of the Stock Splits, page 26

4. We note your responses to comment 11 of our letter to you dated
March 23, 2007.  Please revise the section entitled "Potential
Ability to Control Decision to Remain a Holder of or Liquidate the
Corporation`s Shares" to revise your statement, on the eight and
ninth lines that there is "a limited trading market for the
Corporations shares" to reflect the fact that the stock is not
listed
on any established securities market and trades infrequently.

5. We note your responses to comment 12 of our letter to you dated
March 23, 2007.  Please revise the section entitled "Market Value
Considerations," to disclose in the second paragraph the number of
shares purchased by Community Banc Investments in each transaction
and the price of each purchase.


Market Price and Dividend Information, page 72

6. We note your responses to comment 13 of our letter to you dated
March 23, 2007.  Please update the information to provide current
information as of the most recent available date.








      * * * * * * * * * * * * *








      As appropriate, please amend your proxy statement and
Schedule
13E-3 in response to these comments.  You may wish to provide us
with
marked copies of the amendment(s) to expedite our review.  Please
furnish a cover letter with your amendment(s) that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment(s) and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In 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 filings or
in
response to our comments on your filings.
      You may contact either Jonathan E. Gottlieb at (202) 551-
3416
or me at (202) 551-3448 if you have any questions

								Sincerely,



								Jessica Livingston
								Attorney - Advisor

cc:	David J. Mack, Esquire
	Shumaker, Loop & Kendrick LLP
	North Courthouse Square
      1000 Jackson Street
	Toledo Ohio 43604-5573




Mr. Gary Pendleton
Ohio State Bancshares, Inc.
May 2, 2007
Page 1