SecProbe.io

May 29, 2012
 Via E-mail

C. Todd Asbury Executive Vice President and Chief Financial Officer New Peoples Bankshares, Inc. 67 Commerce Drive Honaker, Virginia 24260
Re: New Peoples Bankshares, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed May 18, 2012
  File No. 333-180456   Form 10-K for the Year Ended December 31, 2011   Filed March 1, 2012   File No. 000-33411

Dear Mr. Asbury:

We have reviewed your ame nded registration statement and response letter dated May
18, 2012 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 registration 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Registration Statement on Form S-1

Cover Page
1. We note your response to comment 3 of our letter dated April 25, 2012.  Please revise
your disclosure to separately state, in addition to the aggregate amounts, how many
shares will be issued pursuant to the convers ion of the loans and how  many shares will be
issued in exchange for accrued interest.

C. Todd Asbury New Peoples Bankshares, Inc. May 29, 2012 Page 2

 Questions and Answers Relating to the Offering

How can eligible shareholders minimize the diluti on of their ownership inte rest in the company?,
page 3
2. We note your revised disclosure in response to comment 4 of our letter dated April 25,
2012.  In this section, please include a discussi on that clearly explains the amounts that
shareholders will be diluted, assuming the mi nimum and maximum numb er of shares are
sold in the rights offering.  Please remove th e tables from this s ection and include the
information required by Item 506 of Regulati on S-K under a separate  section entitled
“Dilution” in the registration statement.
Prospectus Summary, page 10
3. We note the added disclosure on page 10 that  you have fallen below the minimum capital
requirement for regulatory well-capitalized stat us; however, you appear  to have included
contradictory disclosure in the risk factor on page 24 and in the last paragraph of the Use
of Proceeds section.  Please revise y our disclosure to be consistent.
Supervisory Actions, page 15
4. We note your response to comment 11 of our letter dated April 25, 2012 that the
minimum number of shares to be sold in the offering is intended to raise sufficient capital
to enable compliance with the approved capit al plan.  Please revise your disclosure
throughout the registration statement, including on the cover page and in the question and
answer section, to clearly state that the offe ring is being conducted in order to comply
with the capital plan.  In addi tion, please add a section in Ri sk Factors that  discusses the
risks to shareholders if the minimum number of shares are not sold and if you are unable
to raise sufficient capital to bring you into compliance with the capital plan.
Exhibit Index
5. Please change exhibit 10.6 to refer to the agreement by its title “Separation Agreement
and Release” rather than “Letter Agreement.”
Form 10-K for the Year Ended December 31, 2011
Item 11. Executive Compensation
Summary Compensation Table, page 77
6. We note your response to comment 24 of our letter dated April 25, 2012 that no salary
increases for named executive officers have  been awarded since the end of 2010;
however, those increases to salaries in your  latest reporting period (2011) come in the
midst of your financial difficulties.  Please tell us the peer group the committee used to determine the increases were warranted and explain which banks in the peer group are

C. Todd Asbury New Peoples Bankshares, Inc. May 29, 2012 Page 3

 experiencing similar financial hardship.  We  note also that you increased compensation
as a reward for the extra efforts to take certain actions.  Please present the staff with the committee’s view as to the success of the efforts you describe.
Exhibits

7. Please file the loan agreements between the company and the two directors, including any
amendments.
Please contact Erin Purnell at (202) 551-3454 or me at (202) 551-3464 with any
questions.
Sincerely,
   /s/ Kathryn McHale
Kathryn McHale Senior Attorney
  cc. Via E-mail

 Douglas W. Densmore  LeClairRyan