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Response to SEC letter 061109

June 11, 2009

BY FEDERAL EXPRESS AND EDGAR

Kathryn McHale

Staff Attorney

U.S. Securities and Exchange Commission

100 F Street, NE

Mail Stop 4561

Washington, DC 20549

    Re: Bar Harbor Bankshares

    Form 10-K for the Fiscal Year Ended December 31, 2008

    Filed: March 16, 2009

    File No.: 001-13349

Dear Ms. McHale:

On behalf of Bar Harbor Bankshares ( the "Company"), this letter
is in response to the staff’s comment letter dated May 29, 2009 relating to the
staff’s review of the above-referenced Form 10-K filing. Set forth below are the
staff’s comments in italics followed by the Company’s responses to the
staff’s comments.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 11. Executive Compensation

Short-term, Annual Incentive Cash Compensation Program, page 17 of
Definitive Proxy Statement on Schedule 14A

    1.
    Please tell us why you have
    not disclosed certain of the performance targets utilized in determining annual cash
    incentive compensation for your named executive officers for the 2008 fiscal year. For
    example, you have not disclosed the specific targets for credit asset quality, loan and
    deposit growth and other individual goals that were used as bases for awarding cash
    bonuses to your named executive officers. To the extent you believe that disclosure of the
    historical performance targets is not required because it would result in competitive harm
    such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation
    S-K, please provide a detailed supplemental analysis supporting your conclusion. In
    particular, your competitive harm analysis should clearly explain the nexus between
    disclosure of the performance objectives and the competitive harm that is likely to result
    from disclosure. Refer to Item 402(b)(2)(v) of Regulation S-K and Regulation S-K
    Compliance and Disclosure Interpretation 118.04.

            The
specific targets for credit asset quality, loan and deposit growth as well as specific
individual goals for the 2008 Annual Incentive Compensation Plan were previously provided
in the 2008 Annual Incentive Compensation Plan as filed by the Company with the Securities
and Exchange Commission (the "Commission") (Exhibit 10.1 to the Quarterly Report
on Form 10-Q filed on August 11, 2008). As these target goals and weightings vary
depending upon the individual named executive officer, the Company did not specify these
targets in the proxy statement because such inclusion appeared to be more confusing than
helpful to the shareholder. The target goals and weightings as disclosed in Exhibit 10.1
to the Quarterly Report were the actual performance targets used for 2008. In the future,
these individual performance criteria will be included in a chart similar to what was
included in the 2008 Annual Incentive Compensation Plan itself.

2008 Grants of Plan-Based Awards, page 26 of Definitive Proxy Statement on
Schedule 14A

    2.
    Please tell us how you calculated the
    amounts disclosed in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards
    section of the table. We note, for example, that the amounts disclosed in this table for
    Mr. Murphy do not correspond to the threshold, target and stretch percentages of 12.50%,
    25.00% and 37.50% of base salary disclosed on page 17 of the definitive proxy statement.
    We also note that you do not disclose the grant dates for each award as required by Item
    402(d)(2)(ii) of Regulation S-K.

            The
amounts reflected in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards
sections of the table were computed based on the Company’s actual results as opposed
to the possible payments under threshold, target and stretch performance levels. The
Company’s Annual Incentive Plan (the "Plan") provides for an annual payment
based on multiple performance measures. The payouts under the Plan are made early in the
subsequent year once the Company’s financial results are finalized. The Company
inadvertently reflected the actual amounts paid to each named executive officer
("NEO") under the various performance measures of the Plan based on whether
there was threshold, target or a stretch performance level achieved for each measure. In
future filings, the Company will reflect the possible payout under the different
performance levels and will disclose by footnote the actual amount paid to each NEO to the
extent that it has already been determined at the time of the filing of the proxy
statement.

            The
grant dates for the annual non-equity plan awards are contemporaneous with the adoption of
that year’s Company Annual Incentive Plan, which was in May 2008. In the future, the
Company will specify the actual date of grant in the table as required by Item
402(d)(2)(ii) of Regulation S-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

Voting Securities and Principal Holders Thereof, page 4 of Definitive
Proxy Statement on Schedule I4E

    3.
    Please tell us the natural person who holds
    voting power or investment power over the shares held by Shufro Rose & Co., LLC and
    include this disclosure in future filings.

            The
Schedule 13G filed by Shufro Rose & Co., LLC on February 12, 2009 was signed by Steven
J. Glass, Senior Managing Director, on behalf of Shufro Rose & Co., LLC. The Company
does not have any additional information on the natural person holding the voting power or
investment power over the shares held by Shufro Rose & Co., LLC. In its future
filings, the Company will include this additional information to the extent disclosed in
an amendment to Shufro Rose & Co., LLC’s Schedule 13G.

Certain Relationships and Related Transactions and Director Independence

Indebtedness of Management, page 40 of Definitive Proxy Statement on
Schedule 1

    4.
    It is unclear from your disclosure in
    the third paragraph whether you are in compliance with the disclosure requirements of Item
    404 of Regulation S-K. Please tell us if the company meets the requirements of Instruction
    4(c) to Item 404(a) of Regulation S-K, If so, please revise your future filings to clarify
    your transactions with related parties disclosure accordingly.

            Loans
to related persons (i) are made in the ordinary course of business, (ii) are made on
substantially the same terms as those prevailing at the time for comparable loans with
persons not related to the Company and (iii) do not involve more than the normal risk of
collectibility or present other unfavorable features. In its future filings, the Company
will make it clear in its disclosure of related party transactions that all loans to
related parties meet the requirements of Instruction 4(c) to Item 404(a) of Regulation
S-K.

Signatures

    5.
    Please tell us if the report has been
    signed by the company's controller or principal accounting officer. Please also
    confirm that you will clearly identify the company's controller or principal accounting
    officer as a signatory in future filings. Refer to General Instruction D(2)(a) to Form
    10-K.

            Gerald
Shencavitz, the Company’s Chief Financial Officer, serves as both the Company’s
principal financial officer and principal accounting officer. In future filings, the
Company will make it clear that he is signing in both capacities.

* * * *

            The
Company acknowledges that:

      the Company is responsible for the adequacy and accuracy of the disclosure in its
        filings;

      Staff comments or changes to disclosure in response to Staff comments do not foreclose
        the Commission from taking any action with respect to the filing; and

      the Company may not assert Staff comments as a defense in any proceeding initiated by
        the Commission or any person under the federal securities laws of the United States.

            Should
you have any questions concerning the above responses, please do not hesitate to call me
at (207) 288-2638.

    Respectfully submitted,/s/Gerald
    Shencavitz

    Gerald Shencavitz

    Chief Financial Officer