SecProbe.io

CORRESP
1
filename1.htm

  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

  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

  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

  Sandra
  M. Murphy

  Telephone
  — (304) 347-1131

  Facsimile
  — (304) 343-3058

  July 15, 2005

  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

  Re:

  Logan County Bancshares,
  Inc.

  Amendment No. 1 to
  Schedule 14A

  Filed July 5, 2005

  File No. 002-95114

  Schedule 13E-3/A

  Filed July 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 July 12, 2005:

Schedule 14A

Special Factors, page 10

Background of the Merger, page 10

1.                                       We note your response to prior comment 7, but we believe that
you should include your response in your revised disclosure.  As previously requested, please clarify
whether the fairness finding of Southard addressed the fairness of the price to
Logan County Bancshares’ 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 disclosures on pages 13-14, 18 and 20-21 of the proxy
have been revised to clarify that Southard Financial’s fairness opinion did not
distinguish between the unaffiliated shareholders and the affiliated
shareholders and to set forth how the Special Committee and the Board of
Directors of Logan analyzed the fairness opinion to conclude that the going
private transaction was fair to unaffiliated shareholders.

Consolidated Selected Financial
Data, page 53

2.                                       We note your response to prior comment 15, but cannot locate
various item requirements of Item 1010(c) of Regulation M-A in your revised
disclosure.  For example, we do not find
net sales or gross revenues, gross profit (or, alternatively, costs and
expenses applicable to net sales or gross revenues), income or loss from
continuing operations before extraordinary items and cumulative effect of a
change in accounting principle, required by Item 1010(c)(1) of Regulation M-A,
or net income per common shares, as required by Item 1010(c)(3) of Regulation
M-A.  Logan also remains required to
produce a ratio of earnings to fixed charges irrespective of the fact it has
not registered debt or preference equity securities.  The requirement only imposes an obligation to
calculate such ratio in a “manner consistent with Item 503(d) of Regulation
S-K.”  Please provide such information,
or alternatively, tell us why such item requirements do not apply.

Response:

                Item
1010(c) of Regulation M-A requires Logan to furnish a fair and adequate summary
of the information specified in paragraphs (a) and (b) of Item 1010.  Item 1010(c) provides that a fair and
adequate summary includes:

                                                •               The
summarized financial information specified in 17 C.F.R. § 210.1-02(bb)(1);

                                                •               Income
per common share from continuing operations (basic and diluted, if applicable);

                                                •               Net
income per common share (basic and diluted, if applicable);

                                                •               Ratio of
earnings to fixed charges, computed in a manner consistent with Item 503(d) of
Regulation S-K (§ 229.503(d));

2

                                                •               Book
value per share as of the date of the most recent balance sheet; and

                                                •               If
material, pro-forma data for the summarized financial information specified in
paragraphs (c)(1) through (c)(5) of this section disclosing the effect of the
transaction.

                 The summarized financial information specified
in 17 C.F.R. § 210.1-02(bb)(1) includes disclosure of the following:

                                                •               Current
assets, noncurrent assets, current liabilities, noncurrent liabilities, and
when applicable, redeemable preferred stocks and minority interests (for
specialized industries in which classified balance sheets are normally not
presented, information shall be provided as to the nature and amount of the
major components of assets and liabilities);

                                                •               Net
sales or gross revenues, gross profit (or, alternatively, costs and expenses
applicable to net sales or gross revenues), income or loss from continuing
operations before extraordinary items and cumulative effect of a change in
accounting principle, and net income or loss; and

                                                •               Summarized
financial information for unconsolidated subsidiaries and 50 percent or less
owned persons referred to in and required by § 210.10-01(b) for interim periods
shall include the information required by paragraph (aa)(1)(ii) of this
section.

                The
summarized financial information required by Item 1010(c)(1) and set forth in
17 C.F.R. § 210.1-02(bb)(1) relating to current assets, noncurrent assets,
current liabilities and noncurrent liabilities is set forth on the table
entitled Consolidated Selected Financial Data under the heading “Period-End
Balance Sheet Data”.

                The
summarized financial information relating to net sales or gross revenues, gross
profit (or, alternatively, costs and expenses applicable to net sales or gross
revenues), income or loss from continuing operations before extraordinary items
and cumulative effect of a change in accounting principle, and net income or
loss is set forth on the table entitled Consolidated Selected Financial Data
under the heading “Income Statement Data”.
Banks do not use the terminology “net sales”, “gross revenues”, or “gross
profit”,  Instead, banks use the terms “total
interest revenue”, “net interest revenue”, “operating revenue”, “interest
expense”, and “operating expense” to describe the same concepts.   The
language in 17 C.F.R. § 210.1-02(bb)(ii) contemplates that other information
may be substituted for sales and related costs and expenses if necessary for a
more

3

meaningful
presentation.  In this case, financial
information relating to the banking industry has been substituted.

                Logan
did not provide any summarized financial information for unconsolidated
subsidiaries and 50 percent or less owned persons because it does not have any
unconsolidated subsidiaries or 50 percent or less owned persons.

                The
information required under Item 1010(c)(2) and (3), the income per common share
from continuing operations and the net income per common share is set forth on
the table entitled Consolidated Selected Financial Data under the heading “Per
Share Data”.  Logan had no discontinued
operations or extraordinary items for any periods presented; accordingly, the
income per common share from continuing operations and the net income per
common share are the same for the periods presented.

                The
information required under Item 1010(c)(4), the ratio of earnings to fixed
charges, has been added to the table entitled Consolidated Selected Financial
Data under the heading “Selected Ratios”.

                The
information required under Item 1010(c)(5), the book value per share as of the
most recent balance sheet, is set forth on the table entitled Consolidated
Selected Financial Data under the heading “Per Share Data”.

                The
information required under Item 1010(c)(6), the pro forma data for the
summarized financial information specified in paragraphs (c)(1) through (c)(5),
is set forth on pages 58-59 and 62-63 of the proxy on the tables entitled “Pro
Forma Consolidated Balance Sheets” and “Pro Forma Consolidated Statements of
Income”.  Logan has added the ratio of
earnings to fixed charges to the Pro Forma Consolidated Statement of Income for
the  year ended December 31, 2004 on page
59 and to the Pro Forma Consolidated Statement of Income for the three months
ended March 31, 2005 on page 63.

We have
also enclosed black-lined copies of Amendment No. 2 to the preliminary proxy
statement and amended Schedule 13E-3 to expedite your review.

Very truly yours,

/s/SANDRA M. MURPHY

Sandra
M. Murphy

SMM/jam

4