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  101 South Queen Street

  Martinsburg,
  West Virginia  25401

  Telephone (304)
  263-0836

  5th Floor, United Square

  501 Avery Street

  Parkersburg,
  West Virginia  26101

  Telephone (304)
  420-5500

  7000 Hampton Center, Suite K

  Morgantown, West
  Virginia  26505

  Telephone (304)
  285-2500

  Sandra M. Murphy

  Telephone — (304)
  347-1131

  Facsimile —
  (304) 343-3058

  ATTORNEYS AT LAW

  600 Quarrier Street

  Charleston,
  West Virginia  25301

  Post Office Box 1386

  Charleston, West
  Virginia  25325-1386

  Telephone  (304) 347-1100

  www.bowlesrice.com

  June 30, 2005

  World Trade Center

  333 West Vine
  Street, Suite 1201

  Lexington,
  Kentucky  40507

  Telephone (859)
  244-7400

  19 West Cork Street, Suite 102

  Winchester,
  Virginia  22601

  Telephone (540)
  723-8877

  8550 Mayland Drive, Suite 205-A

  Richmond,
  Virginia  23294-4704

  Telephone (804)
  314-5487

  E-Mail Address:

  smurphy@bowlesrice.com

  Celeste M. Murphy, Esq.

  Special Counsel

  Division of Corporation
  Finance

  Office of Mergers &
  Acquisitions

  United States Securities
  and Exchange Commission

  Mail Stop 03-03

  450 Fifth Street, N. W.

  Washington, DC  20549

  VIA
  FEDERAL EXPRESS AND

  REGULAR MAIL

Re:                               Logan County Bancshares, Inc.

Preliminary Schedule 14A - Filed May 5, 2005

File No. 002-95114

Schedule
13E-3 - Filed May 5, 2005

File No. 005-80719

Dear Ms. Murphy:

On behalf
of Logan County BancShares, Inc. (“Logan”), we hereby submit the following
responses to your comment letter dated June 3, 2005:

Schedule 14A - General

Comment 1.                                  We note
that you have not yet included your proxy card in your filing.  Please provide us with your proxy card on a
supplemental basis.  If you choose to
file your proxy card in the next amendment please do so in compliance with Rule
14a-6(e)(1) of the Proxy Rules.

Response:

The proxy card was filed with the Securities
Exchange Commission on May 5, 2005, as Exhibit 99(A)(2) to Schedule 13E-3.  Logan has revised the proxy card to replace
the meeting date with a blank line which will be completed when the proxy
materials are distributed to Logan’s shareholders.

2.                                       We note
that your meeting date is currently scheduled for June 21, 2005.  Please confirm to us that this date is
flexible and that your proxy card will be provided to your shareholders at
least 20 business days prior to the date the votes may be used to effect the
corporate action in accordance with Note D.3. to Schedule 14A.

Response:

Logan confirms that the date of the
meeting of shareholders to vote on the proposed going private transaction is
flexible.  Logan will provide the proxy
statement and proxy card to its shareholders at least twenty (20) business days
prior to the date the shareholders meeting is held in accordance with Note D.
3. to Schedule 14-A.  The Board of Directors
will set a new record date to comply with Logan’s bylaws which provide that the
record date may not be more than fifty (50) days before the meeting of
shareholders.

Summary Term Sheet, page 1

Recommendation of the Logan Board and Determination of Fairness of the Merger
Proposal, page 5.

3.                                       Item
1014(a) of Regulation M-A requires a filing person on the Schedule 13D-3 to
state a belief as to the fairness of the proposed “Rule 13e-3 transaction” to “unaffiliated
security holders.”  Much of your
disclosure throughout your document states that the special committee and the
board of directors determined that the “merger” is fair to “you” or “shareholders
who would receive cash,” etc. which include different concepts.  We note that on page 17 you state that the
board determined that the merger is substantively and procedurally fair to the
unaffiliated shareholders.  Further, on
page 18, you state that the board of directors concluded that the proposed
transaction was substantively and procedurally fair to the Company’s
unaffiliated shareholders.  Please revise
throughout the disclosure materials to provide the finding of the fairness of
the Rule 13e-3 transaction, not limited to the merger, as to non-affiliates as
a distinct group, as required by Item 1014(a).

Response:

Logan has amended the following
sections of the proxy statement to provide that the finding of the fairness of
the Rule 13e-3 transaction was not limited to the merger and was made with
respect to the unaffiliated shareholders as a distinct group:

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  Section

  Summary Term Sheet / Opinion of Financial Advisor

  Summary Term Sheet / Recommendation of the Logan

  Board and
  Determination of Fairness of the Going

  Private
  Transaction

  Special Factors - Background of the Merger

  Special Factors - Fairness; Recommendation of Board of
  Directors

Special Factors, page 10

Background of the Merger, page 10

4.                                       Please
identify the securities counsel retained and asked to attend the board meeting
held on November 1, 2004,  Further, identify
the alternative means of reducing the number of shareholders to a level which
would permit the Company to suspend its SEC reporting obligations considered by
the board of directors at this meeting.

Response:

The securities counsel retained and
asked to attend the board meeting held on November 1, 2004, was Bowles Rice
McDavid Graff & Love LLP.  The
alternative means of reducing the number of shareholders to a level which would
permit Logan to suspend its SEC reporting obligations considered by the Board
at its November 1, 2004, meeting were:
(i) cash-out merger; (ii) reverse stock split; and (iii) tender
offer.  The disclosures on pages 11-12 of
the proxy statement have been revised to include this information.

5.                                       How did
the special committee determine that the $3.00 premium over the $47.00 value
contained in the Southard Financial valuation report was sufficient to
compensate small shareholders for having their shares purchased against their
wishes?

Response:

For several reasons, the Special
Committee determined that the $3.00 premium over the $47.00 valuation price was
sufficient to compensate small shareholders for having their shares purchased
against their wishes.  First, the $47.00
valuation price represented a 6.82% premium over the most recent trading price
known to the Special Committee of $44.00.
By increasing the amount paid to cash-out shareholders to $50 per share,
Logan will pay them a premium of 13.6% over the last known trade.  The Special Committee also believed that the
$47.00 per share was sufficient because it was based on a valuation analysis
typically used

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in determining the value of shares
owned by a controlling shareholder.  The
Special Committee concluded that using the controlling shareholder valuation
analysis when valuing the unaffiliated minority interests was a conservative
approach that would fairly compensate the minority shareholders.  The Special Committee also believed that the
$3.00 premium over the $47.00 valuation price would take into account the
possibility that if the consummation of the going-private transaction were
delayed, Logan’s earnings during this time could cause the value of Logan’s
stock to increase.

6.                                       Please
revise your disclosure to identify the alternative structures to the going
private transaction considered by the board at its February 22, 2005 meeting.

Response:

The disclosure on page 13 of the
proxy statement has been revised to clarify that the Board discussed certain
risks of the going private transaction including the risk of a third party
offer to acquire Logan.  The Board did
not consider alternative structures to a cash-out merger at its February 22,
2005, meeting.

7.                                       Clarify
whether the fairness finding of Southard addressed the fairness of the price to
Logan County Bancshares’s unaffiliated shareholders.  If not, explain here or where appropriate in
the disclosure document how the board analyzed the fairness finding of
Southard, addressed to “cashed out” shareholders generally, to arrive at a
finding of fairness as to the unaffiliated shareholders as a distinct and
separate group.

Response:

The fairness opinion of Southard
Financial did not distinguish between the unaffiliated shareholders and the
affiliated shareholders.  Southard
Financial’s fairness opinion addressed whether the cash paid to the cashed-out
shareholders was fair from a financial point of view to the cashed-out
shareholders and the shareholders of Logan remaining after the going private
transaction.  As discussed more fully in
its preliminary proxy statement, the Board of Directors considered Southard
Financial’s fairness opinion relating to cashed-out shareholders and to the
remaining shareholders as one of various material factors in concluding that
the proposed going private transaction pursuant to a cash-out merger was fair
to unaffiliated shareholders.  Significantly,
the shareholders being cashed-out will consist solely of unaffiliated
shareholders.  There will be no
affiliated shareholders who will be cashed-out as a result of the transaction;
however, there will be unaffiliated shareholders who will remain shareholders
of Logan after the going private transaction.
Accordingly, the Board considered Southard Financial’s opinion as to the
cashed-out shareholders and the remaining shareholders in concluding that the
transaction

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was fair to the unaffiliated
shareholders from a financial point of view.
In reaching its determination, the Board of Directors also considered
the historical market prices of Logan’s common stock, the lack of a market for
trades in Logan’s common stock, Logan’s net book value per share, the going
concern value of Logan’s shares as determined by Southard Financial, Logan’s
earnings for the past three (3) years, and the fact that the cash consideration
provides liquidity for unaffiliated shareholders who are cashed-out.  The Board also took into account the positive
and negative factors listed on pages 17 - 18 of the preliminary proxy statement.

8.                                       Did the
special committee, at the meeting on March 15, 2005, make a determination of
the fairness of the Rule 13E-3 transaction to unaffiliated shareholders?

Response:

Yes, the special committee at the
meeting on March 15, 2005, made a determination that the Rule 13E-3 transaction
was fair to Logan’s unaffiliated shareholders.

9.                                       Did the
board of directors, at the March 22, 2005 meeting, make a determination of the
fairness of the Rule 13E-3 transaction to unaffiliated shareholders?

Response:

Yes, as discussed more fully above
in question 7, the Board of Directors at the meeting on March 22, 2005, made a
determination that the Rule 13E-3 transaction was fair to Logan’s unaffiliated
shareholders.

Purpose and Reasons for the Merger, page 14

10.                                 Please
state the reasons for undertaking the Rule 13E-3 transaction at this time in
the Company’s operating history, as required by Item 1013(c) of Regulation M-A.

Response:

The reason for undertaking the Rule
13E-3 transaction at this time in Logan’s operating history is to suspend the
reporting and other obligations applicable to Logan under the Securities Act of
1933 (the “Securities Act”) and the Securities and Exchange Act of 1934 (the “Exchange
Act”).  If Logan is able to suspend its
reporting obligations under the Securities Act and the Exchange Act, then it
will not be subject to the external auditor attestation of internal control
functions under Rule 404 of the Sarbanes-Oxley Act of 2002.  In addition, Logan will not incur incremental
expenses for legal, accounting and other direct

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and indirect costs associated with
being a reporting company, which management anticipates will be approximately $168,300
in 2005 and $206,000 in 2006.  We have revised
our disclosure on page 14 of the proxy statement to clarify Logan’s reasons for
undertaking the Rule 13E-3 transaction at this time in Logan’s operating
history.

Fair Price Considerations, page 18

11.                                 Please
provide us with your analysis for why the certain directors and executive
officers and other purchasers of shares during the past two years did not
constitute the first steps in the going private transaction.  Refer to Rule 13e-3(a)(3) and Question and
Answer No. 4 of Exchange Act Release No. 17719 (April 13, 1981.)

Response:

For the reasons discussed more
fully below, the purchase of shares of Logan common stock during the past two
years by certain directors, executive officers and other affiliated
shareholders does not constitute the first steps in a series of transactions
involving a going private transaction.  These
purchases were not in furtherance of and did not have the purpose of producing
directly or indirectly Logan’s common stock to be held of record by less than
300 shareholders.

A.                                   Facts

The following table lists the
purchases of shares of Logan’s common stock by affiliated shareholders during
the last two years:

  Date of Purchase

  Purchaser

  Position with
  Logan

  Number of
  Shares

  June 10, 2003

  Eddie Canterbury

  Director,

  Executive Officer

  100

  June 10, 2003

  Harvey Oakley

  Director,

  Executive Officer,

  Principal Shareholder

  1,000

  June 10, 2003

  Glenn Yost

  Director

  100

  June 10, 2003

  William W. Wagner

  Director

  1,100

  June 10, 2003

  Mark Mareske

  Executive Officer

  50

  September 17, 2003

  Earle Queen

  Director

  58

  November 14, 2003

  P. Clinton Winter

  Principal Shareholder

  14,400

  April 29, 2004

  Harvey Oakley

  Director,

  Executive Officer,

  Principal Shareholder

  102

  May 24, 2004

  Harvey Oakley

  Director,

  Executive Officer,

  Principal Shareholder

  1,754

  June 9, 2004

  Harvey Oakley

  Director,

  Executive Officer,

  Principal Shareholder

  10

  September 3, 2004

  Harvey Oakley

  Director,

  Executive Officer,

  Principal Shareholder

  107

  January 13, 2005

  Earle Queen

  Director,

  Principal Shareholder

  29

  January 13, 2005

  David McCormick

  Director

  Principal Shareholder

  85

  May 6, 2005

  P. Clinton Winter

  Principal Shareholder

  9,000

  May 25, 2005

  Michael Winter

  Director

  200

  Totals

  28,095

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•                                          Messrs.
Canterbury, Oakley Yost, Wagner and Mareske purchased shares on June 10, 2003, from
the Estate of Edna Hall.  These purchases
eliminated one (1) shareholder.

•                                          Mr. Queen purchased
shares on September 17, 2003, from the Estate of James Ferrell.  Subsequently, the executor of Mr. Ferrell’s
estate located an additional stock certificate and requested that Mr. Queen
acquire the shares represented by the additional certificate.  Mr. Queen purchased the additional shares on
January 13, 2005.  These purchases
eliminated one (1) shareholder.

•                                          Mr. P. Clinton
Winter purchased shares on November 13, 2003, and May 6, 2005, from the Sarah
Matteson Irrevocable Trust.  This
purchase did not eliminate a shareholder.

7

•                                          Harvey
Oakley purchased shares on April 29, 2004, May 24, 2004, June 9, 2004, and
September 3, 2004.  These purchases
eliminated a total of three (3) shareholders.

•                                          Mr. McCormick
purchased shares on January 13, 2005.
These purchases eliminated two (2) shareholders.

•                                          Mr. Michael
Winter purchased shares from Paul Clinton Winter.  This purchase did not eliminate a
shareholder.

Logan is a small, communit