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April 25, 2023
T. Neil Stevens
President, Chief Executive Officer and Director
Oconee Financial Corporation
41 N. Main Street
Watkinsville, GA 30677
Re:Oconee Financial Corporation
Amendment No. 2 to Offering Statement on Form 1-A
Filed April 11, 2023
File No. 024-12151
Dear T. Neil Stevens:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our March 6, 2023 letter.
Amendment No. 2 to the Offering Statement on Form 1-A Filed April 11, 2023
General
1.Please provide further analysis explaining how this offering will be a continuous and not a
delayed offering.  We note your responses that:
•You intend to receive approval of the offering prospectus by the OCC and
qualification of the offering by the SEC;
•You will then sell shares of Oconee to Elberton’s depositors by taking subscriptions,
including payment, from the depositors before they vote to approve the merger;
•Before the issuance of the shares, you provide a right for the depositors to rescind
“upon the occurrence of any event, circumstance or change of circumstance which
would be material to the investment decision of a Subscriber…”; and

 FirstName LastNameT. Neil Stevens
 Comapany NameOconee Financial Corporation
 April 25, 2023 Page 2
 FirstName LastName
T. Neil Stevens
Oconee Financial Corporation
April 25, 2023
Page 2
•You will then issues the shares after an affirmative vote.

In accordance with Rule 251(d)(3)(i)(F) of Regulation A, an offering has to be
commenced within two calendar days after the qualification date so that it will be a
continuous and not a delayed offering.  Furthermore, in a continuous offering, an issuer
must be ready and willing to sell the securities at all times.  See, by analogy, footnote 17
to Securities Offering Reform for Closed-End Investment Companies; Release Nos.
33–10619, 34–85382, IC–33427 (Mar. 20, 2019) [84 FR 14448 (Apr. 10, 2019)].  In light
of the fact that the vote will not have happened within two days of qualification and the
subscribers will have the right to increase, decrease or rescind their subscription before the
vote has occurred, which indicates that those investors' investment decisions are not final
until the rescission period has expired, it appears that you will not be in a position to sell
all of the shares pursuant to the offering statement within two calendar days of
qualification.
            Please contact Robert Arzonetti at (202) 551-8819 or John Dana Brown, Acting Legal
Branch Chief, at (202) 551-3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Patrick R. Hanchey