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United States securities and exchange commission logo
March 6, 2023
T. Neil Stevens
President, Chief Executive Officer and Director
Oconee Financial Corporation
41 N. Main Street
Watkinsville, GA 30677
Re:Oconee Financial Corporation
Offering Statement on Form 1-A
Filed February 9, 2023
File No. 024-12151
Dear T. Neil Stevens:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed February 9, 2023
General
1.We note your stated intention that Elberton Federal Savings and Loan Association convert
from a Federal mutual savings and loan association to a Federal stock savings and loan
association and simultaneously merge with and into Oconee State Bank, your wholly
owned subsidiary. It appears that 12 CFR 192.530(a) requires that a federal savings
association (or its holding company) must promptly register its shares after conversion
under the Securities Exchange Act of 1934 and remain registered for three years. Further
it appears that 12 CFR 192.530(c) requires that a federal savings association (or its
holding company) must also use its best efforts to list its shares on a national or regional
securities exchange or on the National Association of Securities Dealers Automated
Quotation system. Please explain whether the Office of the Comptroller of the Currency
will require you to register a class of your securities under the Securities Exchange Act of
1934 and/or list your shares on a national or regional securities exchange or on the

 FirstName LastNameT. Neil Stevens
 Comapany NameOconee Financial Corporation
 March 6, 2023 Page 2
 FirstName LastName
T. Neil Stevens
Oconee Financial Corporation
March 6, 2023
Page 2
National Association of Securities Dealers Automated Quotation system and, if so, how
you will comply with these requirements particularly in light of the fact that you are
conducting a Regulation A offering.
2.We note your disclosure on page 37 that the offering circular will be mailed to each
"Eligible Member and to each Eligible Oconee Shareholder." We further note that pages
40, 47, etc. list multiple conditions to completion of the offering and merger conversion.
In light of the foregoing, please provide us a sufficiently detailed factual and legal analysis
explaining how the offering will be commenced within two calendar days after the
qualification date in accordance with Rule 251(d)(3)(F) of Regulation A so that it will be a
continuous and not a delayed offering.
3.Please clarify the timeline of this offering in relation to any shareholder votes especially
whether shareholders are voting first and then the offering is being started.  Explain the
rationale for that timeline.
4.Please disclose how Oconee's acquisition of Elberton within less than three years after
Elberton's conversion to a Federal stock savings and loan association is being done in
compliance with 12 CFR 192.525. Disclose when the Office of the Comptroller of the
Currency granted approval for the acquisition of Elberton within three years of
conversion pursuant to 12 CFR 192.525, or the status of such pending approval and when
it is expected to be given in relation to each matter listed as a Conditions to Completion of
the Offering.
            We will consider qualifying your offering statement at your request.  In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering.  If a participant in your offering is required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Robert Arzonetti at (202) 551-8819 or John Dana Brown, Acting Legal
Branch Chief, at (202) 551-3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Patrick R. Hanchey