SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

        December  8, 2014

Via E -Mail
David R. Melville, III
President and Chief Executive Officer
Business First Bancshares, Inc.
8440 Jefferson Highway, Suite 101
Baton Rouge, Louisiana 70809

Re:  Business First  Bancshares,  Inc.
Registration Statement on Form S -4
Filed  November 12 , 2014
File No. 333-200112

Dear Mr. Melville :

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 a ppropriate, 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.

General

1. Please provide us with copies of any reports, presentations or other information
relating to this transaction or the parties thereto that was transmitted by any means
by any advisors or consultants to members of the Board of Directors of either
Business Fi rst Bancshares, Inc. or to the Board of Directors of American Gateway
Financial Corporation.

2. Please supplementally provide us with all material nonpublic information
regarding Business First Bancshares, Inc. that was disclosed, directly or
indirectly, to American Gateway Financial Corporation and/or its representatives
and/or financial advisors including, but not limited to the following information

David R. Melville, III
Business First Bancshares, Inc.
December  8, 2014
Page 2

 referred to in the f airness opinion of Sandler O’Neill & Part ners to the Board of
Directors of American Gateway Financial Corporation in Appendix B :
 “internal financial estimates for Business First for the years ending December
31, 2015 through December 1, 2018 as discussed with senior management of
Business First” referred to in the fairness opinion in the second paragraph on
page B -3; and
 “the pro forma financial impact of the Merger on Business First . . . prepared
by and/or reviewed and discussed with the senior management of Business
First and Business First’s f inancial advisor” referred to in the fairness opinion
in the second full paragraph on page 2.

3. The Registration Statement includes (in the Appendix) two fairness opinions to
the Board of Directors of American Gateway Financial Corporation.  Please
advise w hether the Board of Directors of Business First Bancshares, Inc. obtained
a fairness opinion and, if so, please include it in your next amendment.

Front Cover Page of Prospectus/Proxy Statement

4. Please revise the second paragraph to disclose the formulas  for determining the
amount of the consideration and the definitions of the two major components,
including the fact that the closing (and the pricing) could occur as late as May 1,
2015, or later if the parties agree to extend the deadline.  Please disclo se the
minimum amount of consideration and the fact that either party can waive the
minimum.

5. Please revise the third paragraph to update the illustration of the amount of the
consideration under the formula as of the date of your amendment.

6. Please revise  the fifth paragraph to disclose whether or not you have any plans to
list your common stock.

Summary, page 5

7. As required by Item 3 of Form S -4 and the Instruction to Item 503(a) of
Regulation S -K, please revise the preamble to this section in which you  state that
“summary highlights selected information. . . and may not contain all of the
information that is important to you.” Please replace the disclosure with words to
the effect that “the summary is a brief overview of the key aspects of the offering”
which identifies “those aspects of the offering that are the most significant.”
Please revise the substance of your disclosure in the Summary to comply with this
Instruction.

David R. Melville, III
Business First Bancshares, Inc.
December  8, 2014
Page 3

 Summary, The Merger Consideration, page 6

8. Please revise this section as foll ows:
 disclose the imputed aggregate purchase price and per share purchase price as
of the date of the merger agreement;
 disclose more detail as to how the merger consideration will be calculated;
 disclose that disclose that although the shareholder meetin g is scheduled to
take place in 2014, the closing (and the pricing) could occur as late as May 1,
2015, or later if the parties agree to extend the deadline  pursuant to Section
9.01 (B) of the amended merger agreement,;
 update the illustration in the sec ond paragraph; and
 disclose that pursuant to Section 8.03 (D) of the merger agreement, AGFC has
the right to terminate the merger if the BFB Tangible Equity Capital is less
than approximately $75 million and pursuant to Section 8.02 (G) of the
merger agree ment, BFB has the right to terminate the merger if the AGFC
Tangible Equity Capital is less than approximately $39.6 million and disclose
the minimum amount of consideration assuming both minimums are met as of
the date the consideration is determined.

Summary, AGFC’s Reasons for the Merger and Recommendations of AGFC’s Board,
page 8

9. As required by Item 3 of Form S -4 and the Instruction to Item 503(a) of
Regulation S -K, please summarize the material reasons that the Board is
recommending that shareholder s vote to approve the merger agreement instead of
merely cross referencing the reasons you disclose on pages 53 -55.

Summary, Amendments or Waiver, page 10

10. Please revise the second sentence to clarify that the merger consideration may in
fact be decreased from the amount that is approved by shareholders by applying
the formula on the date of the shareholder meeting because the formula will not
be applied unti l ten days before the closing date.  Clarify any restrictions on
changing the formula that has the effect of lowering the consideration and identity
the source of any legal restrictions.

David R. Melville, III
Business First Bancshares, Inc.
December  8, 2014
Page 4

 Summary, Some of the Directors and Officers of AGFC Have Financi al Interests in the
Merger that are Different from Your Interests , page 12

11. As required by Item 5 of Schedule 14A, summarize any substantial interest, direct
or indirect, by each person who has been a director or executive officer of AGFC
including the fol lowing:
 revise the first bullet point to quantify the amount of the payments to each of
the officers including your CEO who played an active role in the negotiations
as a consequence of the merger; and
 revise the second bullet point to clarify whether the  executive officers will
receive the same consideration for their phantom shares as shareholders will
receive for their shares, and quantify the amount of consideration being paid
to each.

Unaudited Pro Forma Combined Consolidated Financial Information, page 18

12. Please revise the pro forma combined consolidated condensed income statements
to show the effects of the purchase accounting adjustments for each of the periods
presented, including amortization of those adjustments.

13. Please revise the pro forma c ombined consolidated condensed income statements
to present historical and pro forma earnings per share for each of the periods
presented.  Include footnote disclosure that provides a reconciliation of the
amounts presented and that quantifies any items th at were excluded because they
were determined to be antidilutive.

Risks Associated with Business First’s Business, page 32

14. Please revise your risk factor on page 35 to address the risks of concentration of
the merger loan portfolio in real estate in  one state as follows:
 quantify the amount and percentage of each bank’s loan portfolio in real estate
and the amount and percentage of the merged bank’s loan portfolio in real
estate;
 quantify the amount and percentage of each bank’s loan portfolio in
commercial real estate and the amount and percentage of the merged bank’s
loan portfolio in commercial real estate and  discuss particular risks associated
with commercial real estate loans; and
 discuss whether the extent to which the risks are elevated becaus e of the
limited geographical areas ( one state) in which the real estate is located.

David R. Melville, III
Business First Bancshares, Inc.
December  8, 2014
Page 5

 Background of the Merger, page 50

15. Please revise this section to explain how and why the Board negotiated the
formula pricing instead of the fixed pricing referred to in the last full paragraph on
page 52 and the first carryover paragraph on 53.

16. Please revise the second to last paragraph on page 53 to disclose the purpose and
effect of your amending on November 10, 2014 the Reorganization Agreement
originally dated J uly 24, 2014 to revise the calculation of AGFC’s Tangible
Equity Capital.

Fairness Opinion of National Capital LLC to the Board of Directors of American
Gateway Financial Corporation , Appendix B

17. The last paragraph on page B -2 of the fairness opinio n provided by National
Capital LLC to the Board of Directors of American Gateway Financial
Corporation  includes a limitation on reliance by shareholders (“This opinion is
provided solely for the internal u se of the Company’s board of directors.”).
Because  it is inconsistent with the disclosures relating to the opinion, the
limitation should be deleted.  Alternatively, disclose the basis for Financial
Advisor's belief that shareholders cannot rely upon the opinion to support any
claims against Financial Adv isor arising under applicable state law (e.g., the
inclusion of an express disclaimer in Financial Advisor's engagement letter with
the Company).  Describe any applicable state -law authority regarding the
availability of such a potential defense.  In the a bsence of applicable state -law
authority, disclose that the availability of such a defense will be resolved by a
court of competent jurisdiction. Also disclose that resolution of the question of the
availability of such a defense will have no effect on the  rights and responsibilities
of the board of directors under applicable state law.  Further disclose that the
availability of such a state -law defense to Financial Advisor would have no effect
on the rights and responsibilities of either Financial Advisor or the board of
directors under the federal securities laws.

Index to Financial Statements, page F -1

18. Please revise this section to include updated financial statements for Business
First Bancshares and American Gateway Financial Corporation.  Refer to R ule 3 -
12 of Regulation S -X.

19. Please revise the consolidated statements of income for Business First
Bancshares, Inc. to present earnings per share on the face of those statements.

David R. Melville, III
Business First Bancshares, Inc.
December  8, 2014
Page 6

 Also, please revise the footnotes to the financial statements, as appropriate, to
include all the disclosure requirements of ASC 260.

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 acknow ledging that:
 should the Commission or the staff, acting 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, acti ng 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 declarati on 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 reque st 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 a s 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.

You may con tact or Paul Cline at (202) 551 -3851 or Gustavo Rodriguez,
Accounting Branch Chief,  at (202) 551 -3752  if you have questions regarding comments
on the financial statements and related matters .  Please contact Jonathan E. Gottlieb at
(202) 551 -3416 or me at (202)  551-3491 with any other  questions.

        Sincerely,

        /s/ Todd K. Schiffman

Todd K. Schiffman
Assistant Director