SecProbe.io

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      	August 5, 2005

Via Facsimile (414)273-5198 and U.S. Mail

Patrick S. Murphy, Esq.
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin

RE:	Luxemburg Bancshares, Inc.
Revised Preliminary Schedule 14A
Filed July 29, 2005
File No. 000-22471

Revised Schedule 13E-3
Filed July 29, 2005
File No. 5-52821

Dear Mr. Murphy:

      We have the following comments on the above-referenced
filings.

Schedule 14A

Luxemburg`s Position as to the Fairness of the Split Transaction,
page 16

1. We note your response to our prior comment number 6.  It
appears
that the board considered the current market price of the
company`s
shares, but it remains unclear whether they considered the
historical
market prices.  See Instruction 2(ii) to Item 1014 of Regulation
M-A.
Please expand to clarify.  If the board is relying on Ryan Beck`s
analysis with regard to the historical market prices, please so
state.  Further, we note the statement that the $54.00 share price
approximates the going-concern value of the company.  Please
expand
to clarify the basis for this assertion.

Form 10-KSB/A for the fiscal year ended December 31, 2004 and Form
10-QSB for the fiscal period ended March 31, 2005

2. Your response to our prior comment 16 that the additional
charge
of $500,000 to your allowance for loan losses resulted from the
bank
regulators applying enhanced procedures in conjunction with their
examination is not clear to us. Since the additional charge
related
to two specific commercial loan customers, SFAS 114 would require
that these loans be individually assessed for impairment when you
determine the specific reserve component of your allowance for
loan
losses. Tell us:

* Whether you assessed the two commercial loans individually or
collectively for loan impairment and what was the basis for such
assessment; and
* How you determined the bank regulators procedures in a routine
regulatory examination to be enhanced when compared to your
disclosure controls and procedures.

Note that the above procedures would be determined to be a
component
of your disclosure controls and procedures.

3. Your response to our prior comment 16 states that with respect
to
your disclosure controls and procedures..."situations exist on an
infrequent basis where the application of more detailed procedures
and analysis yields a different conclusion, particularly in the
application of an accounting estimate such as the determination of
the amount of the loan loss provision." Given that preparation of
accounting estimates related to the allowance for loan losses is a
significant component of your financial disclosure process, tell
us
how you determined that the additional charge of $500,000 is not
indicative of a material weakness in your internal controls
related
to accounting estimates, considering the guidance in PCAOB
Auditing
Standard No. 2.

Closing Information

      As appropriate, please revise the proxy materials and
Schedule
13E-3 in response to these comments.  You may wish to provide us
with
marked copies of the amendment to expedite our review.  You should
include a letter responding to each comment, noting the location
of
the change in the revised material.  If you believe a comment
raised
in this letter is inappropriate or feel that no change is
required,
indicate your position and the basis for that position in your
response letter.  In the absence of such response, we assume you
will
comply with staff comments.  We may have additional comments based
upon our receipt of the revised materials and your response to our
comments.

      Direct any questions to me at (202) 551-3265.  You may also
contact me via facsimile at (202) 772-9203.

								Sincerely,

								Pamela Carmody
								Special Counsel
								Office of Mergers and
Acquisitions

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Patrick S. Murphy, Esq.
August 5, 2005
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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