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Correspondence

 MID PENN BANCORP, INC.

349 Union Street

Millersburg, Pennsylvania 17061

July 30, 2010

 VIA
EDGAR and Facsimile

 Kathryn McHale, Esquire

Senior Attorney Advisor

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F. Street, N.W.

 Washington, D.C. 20549

Re:

 Mid Penn Bancorp, Inc.

 Form
10-K for the fiscal year ended December 31, 2009

 Form 10-Q for fiscal quarter ended March 31, 2010

File No. 000-13677

 Dear Ms. McHale:

We are responding to your letter, dated June 29, 2010, with respect to the filings referenced above of Mid Penn Bancorp, Inc. (the
“Company”). Each of your comments is set forth below, together with the Company’s related response. For convenience of reference, we have repeated each of your questions or comments, in bold, immediately prior to our related
response.

 Form 10-K for the fiscal year ended December 31, 2009

Management’s Discussion and Analysis of Financial Condition and Results of Operations General

1. We note your quantification relating to certain negative trends experienced within your loan portfolio in recent periods—in
particular, the significant increase in the provision for loan losses and the portion of this attributed to commercial and real estate construction lending. We also note that you have significantly increased these types of lending. In future
filings, please consider addressing management’s decision to increase or decrease lending to certain segments. In addition, please consider including more disclosure regarding trends specific to your market area that may arise from dependence
on any particular type of employment, unemployment and income levels, occupancy rates, real estate values and population trends.

 In
future filings, the Company will address management’s decision to increase or decrease lending to certain segments and include more disclosure regarding specific trends to the Company’s market area that may arise from the items noted.

 Kathryn McHale, Esquire

July 30, 2010

  Page
 2

 Loans, page 24

2. We note that approximately 70% of your loan portfolio consisted of commercial and commercial real estate loans at December 31,
2009. Given the relatively high level of credit risk typically associated with these types of lending products, please tell us and consider revising future filings to disclose the following information to the extent that you have a significant
amount of construction loans with interest reserves:

•

 The amount of interest reserves recognized during the periods presented, the amount of capitalized interest recorded in your loan portfolio, and the
amount of these loans that are non-performing;

•

 Your policy for recognizing interest income on these loans;

•

 How you monitor the projects throughout their lives to make sure the properties are moving along as planned to ensure appropriateness of continuing
to capitalize interest;

•

 Whether you have extended, renewed or restructured terms of the related loans and the reasons for the changes;

•

 Your underwriting process for these loans and any specific differences as compared to loans without interest reserves; and

•

 Whether there were any situations where additional interest reserves were advanced to keep a loan from becoming nonperforming.

 The Company does not structure construction loans with interest reserve components. Future filings will clarify this
position.

 3. Please tell us and consider revising your future filings to disclose whether you have performed any
commercial real estate or other type of loan workouts whereby an existing loan was restructured into multiple new loans (i.e., A Note/B Note structure). To the extent that you have performed these types of workouts, please provide us with and revise
your future filings to disclose the following:

•

 Quantify the amount of loans that have been restructured using this type of workout strategy in each period presented.

•

 Discuss the benefits of this workout strategy, including the impact on interest income and credit classification.

 Kathryn McHale, Esquire

July 30, 2010

  Page
 3

•

 Discuss the general terms of the new loans and how the A note and B note differ; particularly whether the A note is underwritten in accordance with
your customary underwriting standards and at current market rates.

•

 Clarify whether the B note is immediately charged-off upon restructuring.

•

 Describe your nonaccrual policies at the time of modification and subsequent to the modification. Specifically disclose whether you consider the
total amount contractually due in your non-accrual evaluation and how you consider the borrower’s payment performance prior to the modification.

•

 Confirm that the A note is classified as a ‘troubled debt restructuring’ and explain your policy for removing such loans from troubled
debt restructuring classification.

 The Company has not in the past performed any commercial real estate or other type
loan workouts whereby an existing loan was restructured into multiple new loans. To the extent that the Company elects to use this workout strategy with a borrower, disclosures in future filings will be enhanced to provide greater explanation of the
transactions.

 4. Please tell us, and consider revising future filings to disclose, whether you have noticed an increase in
any loan categories such as commercial loans or any other applicable loans, such as construction loans, that have been extended at maturity for which you have not considered the loans to be impaired due to the existence of guarantees. If so, please
provide us with the following information and consider enhancing your disclosure in future filings accordingly:

•

 The types of extensions being made, whether loan terms are being adjusted from the original terms, and whether you consider these types of loans as
collateral-dependent;

•

 To the extent you extend commercial loans at or near maturity at the existing loan rate due to the existence of a guarantee, tell us how you
consider whether it is a troubled debt restructuring;

•

 In detail, how you evaluate the financial wherewithal of the guarantor, addressing the type of financial information reviewed, how current and
objective the information reviewed is, and how often the review is performed;

•

 How you evaluate the guarantor’s reputation and willingness to work with you and how this translates into your determination of the ultimate
provision or charge-off recorded;

 Kathryn McHale, Esquire

July 30, 2010

  Page
 4

•

 How many times you have sought performance under the guarantee discussing the extent of the successes. As part of your response, discuss the
decision making process you go through in deciding whether to pursue the guarantor and whether there are circumstances you would not seek to enforce the guarantee;

•

 Quantify the dollar amount of commercial loans in which your carrying value is in excess of the appraised value but not considered impaired due to
the existence of guarantees; and

•

 When the impaired loan is carried at a value that is in excess of the appraised value due to the guarantee from the borrower, address in detail how
you evaluate and determine the realizable value of the borrower guarantee. Specifically discuss the extent of your willingness to enforce the guarantee.

The Company does not extend loans at maturity without recognizing the credit as impaired due to the existence of guarantees. While the existence of a
guarantee may be a mitigating factor in determining the proper level of allowance once impairment has been identified, the guarantee does not affect the impairment analysis. Future filings will clarify this point.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 8: Allowance for Loan and Lease Losses, page 48

5. We note the substantial increase in charge-offs during the year ended December 31, 2009, and in particular during the fourth
quarter of 2009. We also note the significant decrease in your ratio of allowance for loan losses to non-performing loans from 132.20% at December 31, 2008 to 36.53% at March 31, 2010. In order to provide more transparent disclosure
surrounding your accounting policy for charge-offs and the impact that charge-offs may have had on certain asset quality ratios, please tell us and revise future filings to disclose the following:

•

 Your charge-off policy for each type of loan and whether you have revised these policies;

•

 The triggering events or other facts and circumstances that impacted your decision to charge-off all of a loan or a portion of a loan as compared to
recording a specific or general reserve;

•

 How partial charge-offs on non-performing loans impact the coverage ratio (ratio of allowance for loan losses to non-performing loans) and other
credit loss statistics and trends. For example, please consider disclosing the following information / ratios:

¡

 The amount of non-performing and impaired loans for which you have recorded partial charge-offs;

 Kathryn McHale, Esquire

July 30, 2010

  Page
 5

¡

 The ratio of non-performing loans for which you have recorded partial charge- offs to total loans;

¡

 The ratio of non-performing loans for which you have recorded partial charge- offs to total non-performing loans;

¡

 The charge-off rate for non-performing loans for which you have recorded partial charge-offs;

¡

 The coverage ratio net of non-performing loans for which you have recorded a partial charge-off; and

¡

 The ratio of the total allowance divided by (total loans less non-performing loans for which you have recorded partial charged-offs).

 To the extent you have a significant amount of impaired loans with no valuation allowance required for which partial
charge-offs have not been recognized, please clarify how you measured impairment on these loans and reconcile the significant deterioration in real estate values in your primary market area with your impairment conclusions.

The Company evaluates loans for charge-off on a monthly basis. Policies that govern the recommendation for charge-off are unique to the type of loan
being considered. Commercial loans rated as nonaccrual or lower will first have a collateral evaluation completed in accordance with the guidance on impaired loans. Once the collateral evaluation has been completed, a specific allocation of
allowance is made based upon the results of the evaluation. In the event the loan is unsecured, the loan would have been charged-off at the recognition of impairment. If the loan is secured, it will undergo a 90 day waiting period to ensure the
collateral shortfall identified in the evaluation is accurate and then charge the balance down to the specific allocation. Commercial real estate loans rated as impaired will also have an initial collateral evaluation completed in accordance with
the guidance on impaired loans. An updated real estate valuation is ordered and the collateral evaluation is modified to reflect any variations in value. A specific allocation of allowance is made for any anticipated collateral shortfall and a 90
day waiting period begins to ensure the accuracy of the collateral shortfall. The loan is then charged down to the level of the specific allocation. The process of charge-off for residential mortgage loans begins upon a loan becoming delinquent for
90 days and not in the process of collection. The existing appraisal is reviewed and a lien search is obtained to determine lien position and any instances of intervening liens. A new appraisal of the property will be ordered if deemed necessary by
management and a collateral evaluation is completed (new revision to policy). The loan will then be charged down to the value indicated in the evaluation (new revision to policy). Consumer loans are recommended for charge-off reaching
delinquency of 90 days and not in the

 Kathryn McHale, Esquire

July 30, 2010

  Page
 6

process of collection (new revision to policy). The entire balance is recommended for charge-off at this point (new revision to policy). The new revisions to policy noted above had
no material impact on original accounting estimates created using the previous policy.

 As noted above, the Company assesses a specific
allocation for both commercial loans and commercial real estate loans prior to charging down or charging off the loan. In addition, the Company takes a preemptive step when any commercial loan or commercial real estate loan becomes classified as
Special Mention or Substandard (Criticized & Classified): A preliminary collateral evaluation in accordance with the guidance on impaired loans is prepared using the existing collateral information in the loan file. This process allows the
Company to review both the credit and documentation files to determine the status of the information needed to make a collateral evaluation. This collateral evaluation is preliminary but allows the Company to determine if any potential collateral
shortfalls exist.

 As noted above, each category of loan has a series of conditions that must be met in order to trigger a charge-off
recommendation. Commercial loans must be more than 90 days delinquent and not in the process of collection, have an updated collateral assessment and an identified and stabilized collateral shortfall if secured, or be unsecured. Commercial real
estate loans must be more than 90 days delinquent and not in the process of collection, have an updated collateral assessment, and have the potential loss stabilized before being charged down or charged off. Residential mortgage loans must be more
than 90 days delinquent and not in the process of collection, have an updated collateral assessment before being charged down or charged off. Consumer loans are charged off upon becoming 90 days delinquent and not in the process of collection.

 The Company will include the foregoing information relating to its charge-off policies in future filings.

 Kathryn McHale, Esquire

July 30, 2010

  Page
 7

 The following tables provide additional disclosure about the impact of partial charge-offs on
non-performing loans on the coverage ratio (ratio of allowance for loan losses to non-performing loans) and other credit loss statistics and trends:

a.
The amount of non-performing loans and impaired loans for which we have recorded partial charge-offs;

12/31/2009

3/31/2010

6/30/2010

 Non Performing and Impaired Loans with Partial Charge-offs

$
7,963,000

$
7,469,000

$
6,213,000

b.
The ratio of non-performing loans for which we recorded partial charge-offs to total loans;

12/31/2009

3/31/2010

6/30/2010

 Non Performing Loans with Partial Charge-offs

$
7,963,000

$
7,469,000

$
6,213,000

 Total Loans

$
480,385,000

$
474,107,000

$
472,702,000

 %

1.66
%

1.58
%

1.31
%

c.
The ratio of non-performing loans for which we recorded partial charge-offs to total non-performing loans;

12/31/2009

3/31/2010

6/30/2010

 Non Performing Loans with Partial Charge-offs

$
7,963,000

$
7,469,000

$
6,213,000

 Total Non-Performing Loans

$
15,241,000

$
20,383,000

$
18,763,000

 %

52.25
%

36.64
%

33.11
%

 Kathryn McHale, Esquire

July 30, 2010

  Page
 8

d.
The charge-off rate for non-performing loans for which we have recorded partial charge-offs;

To date, the Company has not experienced any additional charge-offs on loans that a partial charge-off was initially recorded.

e.
The coverage ratio net of non-performing loans for which we have recorded a partial charge-off; and

12/31/2009

3/31/2010

6/30/2010

 Total ALLL

$
7,686,000

$
7,446,000

$
8,031,000

 Total Nonperforming Loans

$
15,241,000

$
20,383,000

$
18,763,000

 Nonperforming Loans with Partial Charge-off

$
7,963,000

$
7,469,000

$
6,213,000

 Net Coverage Ratio

105.61
%

57.66
%

63.99
%

f.
The ratio of the total allowance divided by (total loans less non-performing loans for which we have recorded p