SecProbe.io

June 10, 2014

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

Re: Investar Holding Corporation
Amendment No. 1 to Registration Statement on Form S -1
Filed June 4, 2014
  File No. 333 -196014

Dear Mr. Kassmeier:

We have reviewed your amended registration statement  and related response letter 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.

Amendment No. 1 to Registration Statement on Form S -1 filed June 4 , 2014

Exhibit Index

1. Please delete the phrase in your legal opinion that “it is not, however, to be construed as a
guaranty,  nor is it a warranty…” You may note that it is possible a court considering such
matters may rule contrary to the opinion but purchasers are entitled to rely on the opinion.
Refer to Section II.3.d of Staff Legal Bulletin  19 (October 14, 2011).

2. Please fi le a signed legality opinion and consent with your next amendment and revise
the exhibit index.

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

Randolf F. Kassmeier
Investar Holding Corporation
June 10, 2014
Page 2

 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, actin g pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 accuracy 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 o f the
registration statement.

You may c ontact Christopher Dunham at (202) 551 -3783  or me at (202) 551 -3464  with
any questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

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