SecProbe.io

Mail Stop 4720
August 11, 2015

Via E -mail
James O. Miller
President and Chief Executive Officer
Civista Bancshares, Inc.
100 East Water Street
Sandusky, OH  44870

Re: Civista Bancshares, Inc.
Registration Statement on Form S -3
Filed July 23, 2015
  File No. 333-205828

Dear Mr. Miller :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  In our comment , we may ask you to  provide us with information so
we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not  believe our com ment applies  to your facts and
circumsta nces or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Exhibi t 5.1

1. Please have counsel revise opinion (5) on page 4 to opine that the depositary shares will
be legally issued and will entitle their holders to the rights specified in the deposit
agreement and the depositary receipts.  For guidance, refer to Section II.B.1.d of Staff
Legal Bulletin No. 19 (Oct. 14, 2011).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applic able Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

James O. Miller
Civista Bancshares, Inc.
August 11, 2015
Page 2

Notwithstanding our comment s, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, decla re the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact David Lin at (202) 551 -3552  or me at (202) 551 -3391  with any questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services I

cc: Robert M. Loesch , Esq.