S-8

As filed with the Securities and Exchange Commission on May 19, 2006.

Registration No._____________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________

SIMMONS FIRST NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Arkansas	6022	71-0407808
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

501 Main Street

Pine Bluff, Arkansas 71601

(870) 541-1000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Simmons First National Corporation

Incentive and Non-Qualified Stock Option Plan

(Full Title of the Plan)

J. Thomas May

Chairman of the Board and Chief Executive Officer

Simmons First National Corporation

501 Main Street

Pine Bluff, AR 71601

(870) 451-1000

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

Copies of all Communications to:

Patrick A. Burrow, Esq.

Quattlebaum, Grooms, Tull & Burrow PLLC

111 Center Street, Suite 1900

Little Rock, Arkansas 72201

____________________

CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered	Amount to be registered(1)		Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee
Common stock, $0.01 par value per share	218,410	$	25.89	$	5,654,635	$	605.05

(1)	The Simmons First National Corporation Incentive and Non-Qualified Stock Option Plan authorizes the issuance of a maximum of 420,000 shares, as adjusted for stock splits since the adoption of the Plan, 218,410 shares are currently held by participants of the Plan (or their donees).
(2)	Estimated pursuant to Rule 457(c), solely for the purpose of calculating the amount of the registration fee, based upon the average of the high and low prices reported on May 16, 2006, as reported on the NASDAQ Stock Exchange.

____________________

REOFFER PROSPECTUS

218,410 Shares

Simmons First National Corporation

Common Stock

This prospectus has been prepared for use by employees or executive officers of Simmons First National Corporation or its subsidiaries or by former executive officers of companies acquired by us or our subsidiaries, in connection with the resale of up to an aggregate of 218,410 shares of our common stock, which has been or may be issued under the Simmons First National Corporation Incentive and Non-Qualified Stock Option Plan.

This prospectus may only be used by affiliates of Simmons First National Corporation if a supplement is attached which contains the names of the affiliates selling shares and the amount of shares of our common stock to be reoffered by them.

We will not receive any of the proceeds from the sale of the shares by the selling shareholders. We will bear all expenses incurred in connection with the registration of the shares being offered by the selling shareholders, except that the selling shareholders shall be responsible for all underwriting discounts and selling commissions, fees and expenses of counsel and other advisors to the selling shareholders, transfer taxes and related charges in connection with the offer and sale of these shares.

Our common stock is listed on the NASDAQ Stock Exchange under the symbol "SFNC."

Neither the Securities and Exchange Commission nor any state securities commissioner has approved or disapproved of the shares of our common stock to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Shares of our common stock are not savings or deposit accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this prospectus is May 17, 2006.

TABLE OF CONTENTS

Heading	Page
The Company	3
Use of Proceeds	3
Selling Shareholders	3
Plan of Distribution	4
Available Information	5
Incorporation of Certain Information by Reference	5
Legal Matters	7
Experts	7

2

THE COMPANY

Simmons First National Corporation is an Arkansas corporation and a financial services holding company with commercial banking and financial services operations in Arkansas. We conduct general commercial banking operations through eight (8) community banks, Simmons First National Bank, Simmons First Bank of Jonesboro, Simmons First Bank of South Arkansas, Simmons First Bank of Northwest Arkansas, Simmons First Bank of Russellville, Simmons First Bank of Searcy, Simmons First Bank of El Dorado, N.A. and Simmons First Bank of Hot Springs.

Our lending activities include both commercial and consumer loans. Loan originations are derived from a number of sources including general and targeted advertising, direct solicitation by its loan officers, existing savers and borrowers, builders, attorneys, walk-in customers, real estate brokers, mortgage loan companies, and, in some instances, other lenders. We have developed and implemented detailed procedures for approving and monitoring loans based upon the circumstances surrounding the credit, including on the size, purpose and type of loan.

We offer a variety of fiduciary services through Simmons First Trust Company, N.A., a subsidiary of Simmons First National Bank, including personal trust and estate services, certain employee benefit accounts and plans, including individual retirement accounts, investment management services for employee benefit plans and corporate trust services.

Through our subsidiaries and independent business arrangements, we provide a range of financial services to individuals and small-to-medium size businesses, including investment services, investment brokerage services, consumer lending and credit life insurance sales.

Our principal office is located at 501 Main Street, Pine Bluff, Arkansas 71601 and our telephone number is (870) 541-1000.

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of Simmons First National Corporation common stock by the selling shareholders.

SELLING SHAREHOLDERS

The issuance of shares of our common stock upon exercise of options granted under the Simmons First National Corporation Incentive and Non-Qualified Stock Option Plan, have been registered under the Securities Act of 1933 by registration statements on Form S-8. This prospectus is to be used in connection with any resales of our common stock acquired upon the exercise of such options after the exercise date by persons who may be considered our "affiliates" within the meaning of the Securities Act of 1933.

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At the date of this prospectus, we do not know the names of persons who intend to resell shares of our common stock acquired under the Plan. The selling shareholders will be either present or former employees or executive officers of us or our subsidiaries who have been, or may be, granted shares of our common stock under this plan during the period in which they serve and may also include persons who received such shares as gifts from the foregoing persons. Certain of these persons may be considered our "affiliate" within the meaning of the Securities Act of 1933. We will supplement the prospectus with the names of any affiliates selling shares and the number of shares of our common stock to be reoffered by them as that information becomes known.

Prior to the registration of the shares to be issued pursuant to the Plan, certain employees and officers had exercised options under the Plan and had received shares of the Company's common stock which are restricted securities. The table below reflects the persons who received restricted securities which are included in this offering and currently hold 1,000 or more shares:

Plan Participant	No. of Shares
Larry Bates	2,400
Freddie Black	12,166
Barry Crow	4,585
LaFran Crow	1,200
Robert Dill	17,237
Ben Floriani	11,591
Craig Hunt	17,644
Ronald Jackson	6,641
Tommie Jones	1,865
J. Thomas May	73,257
Jackson May	1,025
James Powell	7,120
H. Glenn Rambin	2,400
John Rush	21,890
Thomas Spillyards	10,608
Gene Thomason	1,791
Glenda Tolson	3,200
George Walker	15,076

In addition, certain of our employees who are not our affiliates, and who hold fewer than 1,000 shares received under the Plan may use this reoffer prospectus to sell those shares, so long as the number of shares sold by each such employee does not exceed 1,000.

PLAN OF DISTRIBUTION

The shares may be offered by the selling shareholders from time to time in transactions through the NASDAQ Stock Exchange in negotiated transactions at prices related to prevailing market prices or at negotiated prices. The selling shareholders may effect these transactions by selling the shares to or through broker-dealers and these broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchaser of the shares for which such broker-dealers may act as agent or to whom they sell as principal, or both. This compensation as to a particular broker-dealer might be in excess of customary commissions.

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There is no assurance that any of the selling shareholders will sell any or all of the shares of our common stock offered under this prospectus.

We have agreed to pay all expenses incurred in connection with the registration of the shares of our common stock offered under this prospectus, except that the selling shareholders shall be responsible for all underwriting discounts and selling commissions, fees and expenses of counsel and other advisors to the selling shareholders, transfer taxes and related charges in connection with the offer and sale of these shares.

AVAILABLE INFORMATION

We have filed with the SEC under the Securities Act of 1933 a registration statement on Form S-8, including any amendments, that registers the distribution of the shares of our common stock to be issued to the selling shareholders under the Simmons First National Corporation Incentive and Non-Qualified Stock Option Plan. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us, this plan and our common stock. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.

In addition, we file reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934. You may read and copy this information at the following locations of the SEC:

Public Reference Room	New York Regional Office	Chicago Regional Office
450 Fifth Street, N W	Woolworth Center	Citicorp Center
Room 1024	233 Broadway	500 West Madison Street
Washington, D.C. 20549	New York, New York 10279	Suite 1400
		Chicago, Illinois 60661-2511

You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 450 Fifth Street, NW., Room 1024, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet world wide web site that contains reports, proxy statements and other information about issuers, like us, which file electronically with the SEC. The address of that site is http://www.sec.gov.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to "incorporate by reference" information into this prospectus from documents that we have previously filed with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. These documents contain important information about us and our financial condition. The information incorporated by reference is considered to be a part of this prospectus, except for any information that is superseded by other information that is set forth directly in this document.

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This prospectus incorporates by reference the following documents with respect to us (file number: 0-06253):

1. Our latest annual report on Form l0-K filed pursuant to Sections l3(a) or l5(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), containing audited financial statements for our latest fiscal year ended December 31, 2005 as filed with the Securities and Exchange Commission ("SEC") on March 14, 2006 and our report on Form l0-Q for the period ended March 31, 2006, as filed with the SEC on May 10, 2006.

2. Our current reports on Form 8-K dated January 20, 2006, February 27, 2006, March 2, 2006, April 20, 2006, and April 21, 2006 and Form 8-K/A dated April 25, 2006.

3. The description of our Common Stock contained in the Registration Statement on Form S-2, filed April 16, 1993 (File No. 0-06253), and any further amendment or report filed thereafter for the purpose of updating any such description.

4. All other reports filed by us pursuant to Section 13(a) or l5(d) of the Exchange Act since the end of the fiscal year covered by the Form 10-K referred to in (a) above.

We incorporate by reference additional documents that we will file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 between the date of this prospectus and the termination date of this plan. These documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as proxy statements.

You can obtain copies of the documents incorporated by reference in this prospectus with respect to us without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this prospectus, by requesting them in writing or by telephone from us at the following:

Simmons First National Corporation

Attention: Corporate Secretary

501 Main Street

P. O. Box 7009

Pine Bluff, Arkansas 71611

(870) 541-1000

You can also obtain copies of these documents from the SEC through the SEC's Internet world wide web site or at the SEC's address described in the section captioned "AVAILABLE INFORMATION" above.

6

LEGAL MATTERS

The validity of shares of our common stock offered under this prospectus will be passed upon on our behalf by Quattlebaum, Grooms, Tull & Burrow PLLC, Little Rock, Arkansas.

EXPERTS

The consolidated financial statements of Simmons First National Corporation and subsidiaries as of December 31, 2005 and 2004 and for each of the years in the three year period ended December 31, 2005, have been incorporated by reference herein and in the registration statement in reliance on the report of BKD, LLP, independent accountants, incorporated by reference herein, and given on the authority of said firm as experts in accounting and auditing.

You should rely only on the information contained in or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information that is different from the information in this document. This prospectus is dated May 17, 2006. You should not assume that the information contained in this document is accurate as of any date other than that date. Neither the delivery of this prospectus nor the issuance of options to receive our common stock under this plan shall create any implication to the contrary.

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EXPLANATORY NOTE

The purpose of this registration statement on Form S-8 is to register 218,410 shares of our common stock which have been issued upon exercise of the underlying options awarded under the Simmons First National Corporation Incentive and Non-Qualified Stock Option Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to participants of the Simmons First National Corporation Incentive and Non-Qualified Stock Option Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933. Such documents need not be filed with the Securities and Exchange Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.

I-1

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

Simmons First National Corporation (the "Company") hereby incorporates by reference in this registration statement the following documents:

(a) The Company's latest annual report on Form l0-K filed pursuant to Sections l3(a) or l5(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), containing audited financial statements for the Company's latest fiscal year ended December 31, 2005 as filed with the Securities and Exchange Commission ("SEC") on March 14, 2006 and the Company's report on Form l0-Q for the period ended March 31, 2006, as filed with the SEC on May 10, 2006.

(b) All other reports filed pursuant to Section 13(a) or l5(d) of the Exchange Act since the end of the fiscal year covered by the registrant's Form 10-K referred to in (a) above, including but not limited to the Company's current reports on Form 8-K dated January 20, 2006, February 27, 2006, March 2, 2006, April 20, 2006, and April 21, 2006 and Form 8-K/A dated April 25, 2006.

(c) The description of the Company's Common Stock contained in the Registration Statement on Form S-2, filed April 16, 1993 (File No. 0-06253), and any further amendment or report filed thereafter for the purpose of updating any such description.

All documents subsequently filed by the Company pursuant to Sections l3(a), l3(c), 14 and l5(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Item 4.    Description of Securities

The class of securities to be offered is registered under Section 12 of the Exchange Act.

Item 5.    Interests of Named Experts and Counsel

   Inapplicable.

Item 6.   Indemnification of Directors and Officers

II-1

Article Sixteenth of the Company's Amended and Restated Articles of Incorporation provides that the Company's directors will not be personally liable to the Company or any of its shareholders for monetary damages resulting from breaches of their fiduciary duty as directors to the fullest extent permitted by the Arkansas Business Corporation Act of 1987, as amended. The 1987 Act permits the limitation of liability for monetary damages of directors for breaches of fiduciary duty, except (a) for any breach of the director’s duty of loyalty to the Company or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Arkansas Code Annotated '4-27-833, as the same exists or hereafter may be amended, (d) for any transaction from which the director derived an improper personal benefit, or (e) for any action, omission, transaction, or breach of a director’s duty creating any third party liability to any person or entity other than the Company or stockholder.

Section 4-27-850 of the Arkansas Business Corporation Act empowers Arkansas corporations to indemnify any former or current director or officer against expenses, judgments, fines and amounts paid in settlements actually and reasonably incurred by him in connection with any action, suit or proceeding, if such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding had no reasonable cause to believe his conduct was unlawful, except that no indemnification shall be made in connection with any action by or in the right of the corporation if such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless the court determines that despite that adjudication of liability such person is fairly and reasonably entitled to indemnify for such expenses actually and reasonably incurred by him.

Article Twelfth of the Company's Amended and Restated Articles of Incorporation provides that the Company shall, to the full extent permitted by the Arkansas Business Corporation Act, indemnify all persons whom it may indemnify pursuant thereto.

The effect of the indemnification provisions contained in the Company's Amended and Restated Articles of Incorporation is to require the Company to indemnify its directors and officers under circumstances where such indemnification would otherwise be discretionary.

The Company's Amended and Restated Articles of Incorporation specify that the indemnification rights granted thereunder are enforceable contract rights which are not exclusive of any other indemnification rights that the director or officer may have under any by-law, vote of shareholders or disinterested directors or otherwise. As permitted under the Arkansas Business Corporation Act, the Company's Amended and Restated Articles of Incorporation also authorize the purchase of directors’ and officers’ insurance for the benefit of its past and present directors and officers, irrespective of whether the Company has the power to indemnify such persons under Arkansas law. The Company currently maintains insurance as authorized by these provisions.

The Company's Amended and Restated Articles of Incorporation also provide that expenses incurred by a director or officer in defending a civil or criminal lawsuit or proceeding arising out of actions taken in his official capacity, or in certain other capacities, will be paid by the Company in advance of the final disposition of the matter upon the approval of the Board or the shareholders and upon receipt of an undertaking from the director or officer to repay the sum advanced if it is ultimately determined that he is not entitled to be indemnified by the Company pursuant to applicable provisions of Arkansas law.

II-2

The indemnification provisions are not intended to deny or otherwise limit third party or derivative suits against the Company or its directors or officers. However, to the extent a director or officer were entitled to indemnification, the financial burden of a third party suit would be borne by the Company, and the Company would not benefit from derivative recoveries since the amount of such recoveries would be repaid to the director or officer pursuant to the agreements.

Item 7.    Exemption from Registration Claimed

The Company issued 404,100 shares of common stock pursuant to the exercise of incentive stock options under the Simmons First National Corporation Incentive and Non-Qualified Stock Option Plan to senior management and other key employees, for which the specified option price was duly paid upon issuance. The issuance of these shares was exempt from the registration requirement of the Securities Act of 1933, as amended, pursuant to Section 4(2) of such Act, as transactions not involving a public offering. No underwriter was involved in these grants.

Item 8.    Exhibits

Exhibit Number	Description of Exhibits
4.1	Simmons First National Corporation Incentive and Non-Qualified Stock Option Plan
5.1	Opinion of Quattlebaum, Grooms, Tull & Burrow PLLC
15.1	Awareness Letter of BKD, LLP
23.1	Consent of BKD, LLP
23.2	Consent of Quattlebaum, Grooms, Tull & Burrow PLLC (included in opinion filed as Exhibit 5.1)
24.1	Power of Attorney (included on page S-1)

See Exhibit Index.

Item 9. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

II-3

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section l5(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section l3(a) or Section l5(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section l5(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pine Bluff, Arkansas, on May17, 2006.

SIMMONS FIRST NATIONAL CORPORATION
By:	/s/ J. Thomas May
	J. Thomas May, Chairman of the Board
	and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Thomas May and Robert A. Fehlman, and each of them, his true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and any registration statement related to the same offering as this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents in full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or be in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ J. Thomas May	Chairman of the Board and Chief Executive	May 17, 2006
J. Thomas May	Officer (Principal Executive Officer) and Director
/s/ Robert A. Fehlman	Executive Vice President & Chief Financial Officer	May 17, 2006
Robert A. Fehlman	(Principal Financial and Accounting Officer)
/s/ William A. Clark	Director	May 17, 2006
William A. Clark
/s/ Steven A. Cosse'	Director	May 17, 2006
Steven A. Cosse'
/s/ George A. Makris, Jr.	Director	May 17, 2006
George A. Makris, Jr.
/s/ W. Scott McGeorge	Director	May 17, 2006
W. Scott McGeorge
/s/ Harry L. Ryburn	Director	May 17, 2006
Harry L. Ryburn
/s/ Henry F. Trotter, Jr. Director	Director	May 17, 2006
Henry F. Trotter, Jr.

S-1

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibits
4.1	Simmons First National Corporation Incentive and Non-Qualified Stock Option Plan
5.1	Opinion of Quattlebaum, Grooms, Tull & Burrow PLLC
15.1	Awareness Letter of BKD, LLP
23.1	Consent of BKD, LLP
23.2	Consent of Quattlebaum, Grooms, Tull & Burrow PLLC (included in opinion filed as Exhibit 5.1)
24.1	Power of Attorney (included on page S-1)

EX-4.1

Exhibit 4.1

SIMMONS FIRST NATIONAL CORPORATION

INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN

I. Purpose of the Plan

This Stock Option Plan (the "Plan") is intended as an incentive to employees of Simmons First National Corporation ("Company") and its affiliates or subsidiaries. The purposes of the Plan are to retain employees with a high degree of training, experience and ability, to attract new employees whose services are considered unusually valuable, to encourage the sense of proprietorship of such persons and to stimulate the active interest of such persons in the development and financial success of the Company. It is intended that options granted under the Plan, if so designated, will qualify as "incentive stock options" under the Internal Revenue Code of 1986 as amended (the "Internal Revenue Code") provided, however, that nonqualified stock options may also be granted which do not qualify as incentive stock options.

II. Administration of the Plan

A. The Executive Compensation Committee of the Board of Directors of the Company ("Committee"), which shall consist of at least four members of the Board or Directors all of whom are "disinterested persons" within the meaning of Rule 16b-3 of the Securities and Exchange Commission, will recommend to the Board of Directors qualified individuals as described in Paragraph III to participate in the Plan. The Committee shall have the power and authority to recommend to the Board the number of shares to be optioned to each participant and which participants shall receive options, to interpret the provisions of the Plan and to supervise the administration of the Plan. All decisions and selections made by the Committee pursuant to the Plan shall be made by a majority of the members eligible to vote on matters affecting the Plan. For the purposes or the Plan, no member of the Board of Directors shall be authorized to vote upon any matters concerning the Committee, who is an executive officer or salaried employee of the Company or of any of its affiliates or subsidiaries or who has, at any time within one year prior to the date when any matter involving the Plan is being acted upon by the Committee, served the Company or any of its affiliates or subsidiaries in such a position. The Committee may from time to time refer matters involving the Plan to one or more special subcommittees of its members for study, reports and recommendations to be made to the Committee. Any decision of the Committee which shall be reduced to writing and signed by a majority of its members shall be fully effective the same as if such decision were made by a duly constituted meeting or the Committee.

B. The Board of Directors of the Company shall by resolution grant options to the participants designated by the Committee for the amount of shares recommended by the Committee. Such grant shall be in the absolute decision of the Board of Directors, and shall be final without approval of the shareholders of the Company.

III. ELIGIBILITY

Eligibility for participation in the Plan shall include only employees or the Company or of any affiliates or subsidiaries of the Company (as defined in Section 425(f) of the Internal Revenue Code) who are executive, administrative, professional, or technical personnel and who have the principal responsibility, subject to the Board of Directors, for the management, direction and financial success of the Company. An employee who owns, directly or indirectly, stock possessing more than ten percent (10%) of the total combined voting power or value of all classes of stock in the Company or an affiliate or subsidiary thereof shall not be eligible to participate in the Plan. The Directors of the Company who are not employees of the Company or of any affiliates or subsidiaries, shall not be eligible to participate in the Plan by reason of their status as Directors, but Directors who are qualified employees shall be eligible to participate. An employee who has been granted an option hereunder may be granted an additional option or options if the Committee shall so determine.

IV. SHARES SUBJECT TO THE PLAN

Subject to the adjustments as provided in Paragraph IX hereof, there shall be subject to the Plan 70,000 shares of class A common stock of the Company par value $5.00 per share. Any or all of the shares subject to the Plan may be granted at such time as the Board of Directors may determine, The shares subject to the Plan shall consist of authorized but unissued shares or treasury shares held by the Company. Any of such shares which may remain unsold and which are not subject to outstanding options at the termination of the Plan shall cease to be subject to the Plan, but until termination of the Plan, the Company shall at all times make available to a sufficient number of shares to meet the requirements of the Plan. Should any option expire or be cancelled prior to the exercise in full, the shares thereof subject to such options may again be subject to an option under the Plan.

V. OPTION PRICE

A. The purchase price for each share under an option granted pursuant to the Plan shall be determined by the Committee, but shall in the case of options designated as incentive stock options not be less than 100% of the fair market value of such shares on the date the option is granted.

B. The aggregate fair market value (determined at the time the option is granted) of stock treated as acquired pursuant to incentive stock options which are exercisable by any participant for the first time during any calendar year (under all incentive stock option plans of the Company or as affiliates or subsidiaries thereof) shall not exceed $100,000.

C. The fair market value of a share on a particular date shall be deemed to be (i) the average of the closing bid and ask price as reported by the National Association of Securities Dealers Quotation System ("NASDAQ") on that date or (ii) if the stock hereafter becomes listed on a stock exchange, the mean between the highest and lowest sales price per share of the stock on the principal national securities exchange which the stock may be listed from time to time on that date or, in either case, if there shall have been no sale on that date last preceding date on which such sale or sales were reported to NASDAQ or effected such exchange. In the event that the method just described for determining the fair market value of the shares shall not be applicable or shall not remain consistent with the provisions of the Internal Revenue Code or the regulations of the Secretary of the Treasury promulgated thereunder, then the fair market value per share shall be determined by such other method consistent with the Internal Revenue Code or regulations as the Committee shall in its discretion select and apply at the time of the grant of such option.

VI. OPTION PERIOD

A. Options granted under this Plan shall terminate and be of no force and effect with respect to any shares not previously purchased by the optionee upon the happening of the first of the following:

1. The expiration of ten (10) years from the date of granting such option, or

2. The expiration of three (3) months after termination of the optionee's employment with the Company for any reason (including retirement), with or without cause, other than by death, or

3. The expiration of twelve (12) months after the date of death of the optionee.

B. "Employment with the Company" as used in this Plan shall include employment with any affiliate or subsidiary of the Company and options granted under this Plan shall not be affected by an employee's transfer of employment from the Company to an affiliate or subsidiary, from an affiliate or subsidiary to the Company or between affiliates or subsidiaries.

VII. TERMS AND EXERCISE OF OPTIONS

A. The Board of Directors in granting options hereunder shall have discretion to determine the terms on which options shall be exercisable, including such provisions as deemed advisable to permit qualification as "incentive stock options" within the meaning of Section 422A of the Internal Revenue Code, as the same may from time to time be amended. Specifically, the Board is authorized to grant options which are exercisable in installments over any period up to and including nine (9) years after the grant. Any incentive stock options outstanding under the Plan may be amended, if necessary, in order to retain such qualifications.

B. Options may be exercised solely by the optionee during his lifetime, or in the event of his legal incapacity, by his legal representative, or after his death, by the person or persons entitled thereto under his Will or the laws of descent and distribution. In the event of the retirement of an optionee while in the employee of the Company at or beyond age 65, or any time after age 62, if the optionee has 10 or more years of employment with the company any unmatured installments of the option shall be accelerated as of the date of retirement and the option shall be exercisable in full within three months following the date of retirement. In the event of the death of an optionee while in the employee of the Company, any unmatured installments of the option shall be accelerated as of the date of death and the option shall be exercisable in full within twelve (12) months following the date of death, unless otherwise expressly provided in the option granted to such optionee. In the event of termination of employment for any reason other than retirement or death, if the Committee fails for any reason to take action to approve acceleration of then unmatured installments of any outstanding option, such option shall be exercisable by the employee' or his legal representative within three (3) months of the date of termination as to all then matured installments and all unmatured installments shall be forfeited. In no event may an option be exercised more than ten (10) years after the date of its grant.

C. Options may be exercised, whether in whole or in part, by written notification to the Company, accompanied by cash or Cashier's Check for the aggregate price of the number of shares being purchased, or upon exercising of an option the optionee may, with the approval of the Committee, pay for the shares by tendering stock in the Company already owned by the optionee, with such stock being valued on the date of exercise by application of the method set out in Paragraph V hereinabove. An optionee may, with approval of the Committee, also pay for such shares with a combination of stock and cash of the Company as stated above.

D. Options granted under the Plan which are not incentive stock options become exercisable at such time the Committee may, in its discretion, determine, which time may be different from those specified in Paragraph VIIA for incentive stock options. In the event stock options covering more than $100,000 of stock which would otherwise qualify as an incentive stock option first becomes exercisable in a calendar year (under a11 incentive stock option plans of the Company or an affiliate or subsidiary thereof), the Committee may designate the stock that is treated as an incentive stock option by issuing a separate stock certificate (or certificates) for $100,000 of stock and identifying such certificate (or certificates) as incentive stock option stock in the Company's stock transfer records and the balance of the stock shall be treated as acquired pursuant to the exercise of a nonqualified stock option.

E. If a participant leaves employment with the Company and accepts employment within twelve (12) months after separation from the Company with a financial institution with business offices within the State of Arkansas, any unexercised options granted to the participant under the Plan shall be forfeited and any stock purchased within six (6) months prior to or any time following the termination of employment with the Company pursuant to the exercise of a nonqualified stock option granted hereunder shall be subject to an option on behalf of the Company to repurchase such stock at the option price for a period commencing on the date of the termination of employment and expiring thirty (30) days following the first anniversary of such employees' termination of employment.

F. Stock certificates to be issued or transferred pursuant to Options granted under this Plan shall have noted thereon that same have been issued or transferred pursuant to an option granted under this P Ian and are subject to the terms of any restrictions on transfer contained in the Plan.

VIII. ASSIGNABILITY

Options granted under this Plan shall not be assignable or transferable by the optionee r otherwise than by Will or the laws of descent and distribution and shall be exercisable during the lifetime of the optionee only by the optionee for his individual account or r in the event of his legal incapacity, by his legal representatives. Other than is permitted in the preceding sentence, no assignment, or transfer of an option, or of the rights represented thereby, whether voluntarily or involuntarily, by operation of law or otherwise, shall vest in the purported assignee or transferee, any interest or right therein whatsoever, but immediately upon any such purported assignment or transfer, or any attempt to make the same, such option shall terminate and become of no further effect.

IX. REORGANIZATIONS AND RECAPITALIZATION OF THE COMPANY

A. The existence of the Plan and options granted hereunder shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preferred stocks ahead of or affecting the common stock or the rights thereof, or the dissolution or the liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any corporate act or proceeding, whether of a similar character or otherwise.

B. The shares with respect to which options may be granted hereunder are shares of the common stock of the Company as presently constituted, but if and whenever, prior to the delivery by the Company of all of the shares of common stock which are subject to options granted hereunder, the Company shall effect a subdivision or consolidation of shares or other capital readjustments, the payments of a stock dividend or other increase or reduction in the number of shares of the common stock outstanding without receiving compensation therefor in money, services or property, the number of shares of common stock available under the Plan and the number of shares of common stock with respect to which options shall be granted hereunder, may thereafter be exercised shall (i) in the event of an increase in the number of shares, be proportionately increased, and the cash consideration payable per share shall be proportionately reduced; and (ii) in the event of a reduction in the number of outstanding shares, be proportionately reduced, and the cash consideration payable per share shall be proportionately increased.

C. If the Company is reorganized or merged or consolidated with or sells or otherwise disposes of substantially all of its assets to another corporation or if at least a majority of the outstanding common stock of the Company is acquired by another corporation (in exchange for stock or other securities of such other corporation) while unexercised options remain outstanding under the Plan, there shall be substituted for the shares subject to the unexercised installments of such outstanding options an appropriate number of shares, if any, of each class of stock or other securities of the reorganized, merged, consolidated, or acquiring securities of the reorganized, merged, consolidated, or acquiring corporation which were distributed or issued to the shareholders of the Company in respect of such shares, In the case of any reorganization, merger or consolidation wherein the Company is not the surviving corporation, or any sale or distribution of substantially all of the assets of the Company to another corporation or the acquisition of at least a majority of the outstanding common stock of the Company by another corporation (in exchange for stock or other securities of such other corporations) all options granted under the Plan shall become immediately vested without regard to the terms of any installment provisions set forth in such option.

D. In the event there shall be any change of the number, or kind of, issued shares under option, or of any stock or other securities into which such stock shall have been changed, or for which it shall have been exchanged, then if the Committee shall, in its sole discretion, determine such changes equitably requires an adjustment in the number, or kind, or option, such adjustment shall be made by the Board of Directors and shall be effective and binding for all purposes of the Plan.

X. REGISTRATION AND LISTING

The Company from time to time shall take such steps as may be necessary to cause the issuance of shares upon the exercise of options granted under the Plan to be registered under the Securities Act of 1933, as amended, and such other Federal or State Securities laws as may be applicable, The timing of such registration shall be at the sale discretion of the Company, Until such shares are registered, they shall bear a legend restricting the sale of such securities. The Company shall also from time to time take such steps as may be necessary to list the shares issuable upon exercise of options granted under the Plan for trading on the same basis which the Company r s then outstanding shares are admitted to trading on any public markets.

XI. EFFECTIVE DATE OF PLAN

This Plan shall become effective on the later of the date of its adoption by the Board of Directors of the Company or its approval by the vote of the holders of a majority of the outstanding shares of the Company's Class A Common Stock. This Plan shall not become effective unless such shareholder approval shall be obtained within twelve (12) months before or after the adoption of the Plan by the Board of Directors.

XII. AMENDMENTS OR TERMINATION

The Board of Directors may amend, alter or discontinue the Plan, but no amendment or alteration shall be made without the approval of the shareholders which would:

A. Materially increase the benefits accruing to participants under the Plan, or

B. Increase the number of securities which may be issued under the Plan, or

C. Modify the requirements as to eligibility for participants in the Plan.

No amendment, alteration or discontinuation of the Plan shall adversely affect any stock options granted prior to the time such amendment, alteration or discontinuation.

XIII. GOVERNMENT REGULATIONS

Notwithstanding any provisions hereof, or any option granted hereunder, the obligation of the Company to sell and deliver shares under any such option shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchange as may be required, and the optionee shall agree that he will not exercise anyA option granted hereunder, and that the Company will not be obligated to issue any shares under any such option, if the exercise thereof or if the issuance of such shares shall constitute a violation by the optionee or the Company of any applicable law or regulation.

EX-5.1

Exhibit 5.1

Quattlebaum, Grooms, Tull & Burrow PLLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
111 Center Street
	Suite 1900	(501) 379-1700
	Little Rock, Arkansas 72201	Telecopier
		(501) 379-1701

May 17, 2006

Simmons First National Corporation

P. O. Box 7009

Pine Bluff, Arkansas 71611

Re:  Registration Statement on Form S-8 for the Simmons First National Corporation Incentive and Non Qualified Stock Option Plan

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by Simmons First National Corporation (the "Company") with the Securities and Exchange Commission on or about May 17, 2006 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 218,410 shares of Common Stock, par value $0.01 per share (the "Plan Shares"), issued under the Company's Incentive and Non Qualified Stock Option Plan (the "Plan"). Based upon the foregoing, it is our opinion that the Plan Shares are validly issued, fully-paid and non-assessable.

The law covered by the opinions expressed herein is limited to the Federal securities laws of the United States of America and the laws of the State of Arkansas.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,

/s/ Quattlebaum, Grooms, Tull & Burrow PLLC

EX-15.1

Exhibit 15.1

Awareness of Independent Registered

Public Accounting Firm

We are aware that our report dated May 5, 2006 on our review of interim financial information of Simmons First National Corporation for the periods ended March 31, 2006 and 2005 and included in the Company’s quarterly report on Form 10-Q is incorporated by reference in this registration statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of that Act.

/s/ BKD, LLP

Pine Bluff, Arkansas

May 17, 2006

EX-23.1

Exhibit 23.1

Consent of Independent Registered

Public Accounting Firm

We consent to the incorporation by reference in the registration statement of the Simmons First National Corporation Incentive and Non-Qualified Stock Option Plan on Form S-8 (File No. _______) of our reports dated February 15, 2006, on our audits of the consolidated financial statements of Simmons First National Corporation as of December 31, 2005 and 2004, and for the years ended December 31, 2005, 2004 and 2003, which report is included in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 15, 2006, on our audit of the internal control over financial reporting of Simmons First National Corporation as of December 31, 2005, which report is included in this Annual Report on Form 10-K.

/s/BKD, LLP

Pine Bluff, Arkansas

May 17, 2006