SecProbe.io

May 30, 2014

Via E -mail
Randolf F. Kassmeier, Esq.
Investar Holding Corporation
7244 Perkins Road
Baton Rouge, LA 70808

Re: Investar Holding Corporation
Registration Statement on Form  S-1
Filed May 16, 2014
  File No. 333 -196014

Dear Mr. Kassmeier:

We have reviewed your registration 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 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Registration Statement on Form S -1 filed May 16, 2014

General

1. Please publicly disseminate your previous draft registration statement no later than 21
days before the date on which you conduct your road show. Refer to page 28 of
http://www.sec.gov/divisions/corpfin/guidance/drsfilingprocedures.pdf.

Dividend Policy, page 34

2. We note your revisions in response to comment 11 in our letter dated April 9, 2014 and
reissue in part. Please disclose in this section the total amount of your subordinated debt
(and related trust preferred securities), as well as the payment schedule and installment
amount due for all securities which rank senior to the common stock you are registering,
and may therefore restrict your ability to pay dividends.

Randolf F. Kassmeier
Investar Holding Corporation
May 30, 2014
Page 2

 Allowance for Loan Losses, page 76

3. Please revise disclosure on page 78 for both your allocation of the allowance for loan
losses by loan category and your table of the amount of the allowance for loan losses
allocated to each loan category as a percentage  of total loans to include historical
information as of December 31, 2013.

Exhibit Index

4. Please file all outstanding exhibits, including the legality opinion, with your next
amendment.

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 applicable 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy 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 requests 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.

Randolf F. Kassmeier
Investar Holding Corporation
May 30, 2014
Page 3

 You may c ontact John Spitz, Staff Accountant  at (202) 551 -3484  or Amit Pande,
Accounting Branch Chief  at (202) 551 -3423  if you have questions regarding comments on the
financial statements and related matters.  Please contact Christopher Dunham at (202) 551 -3783
or me at (202) 551 -3464  with any other questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc: Via E-mail
 Mark W. Jeanfreau, Esq.