SecProbe.io

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

DIVISION OF
  CORPORATION FINANCE

        January 30 , 201 5

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.
Amendment No.1 to Registration Statement on Form S -4
Filed  January 13, 2015
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 informati on.  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 provid e in response to these  comments, we may have  additional
comments.

General

1. We acknowledge your response to comment 1 of our letter to you dated December 8,
2014.  Please supplementally provide us with the following information:
 noting the statement in the last sentence of second paragraph of the first page of
both the “Pro Forma Overview” and the “Fairness Opinion Presentation” by
Sandler O’Neill that “the printed presentation is incomplete without the oral or
video presentation that supplements it” ple ase provide us with  transcripts of any
oral and/or video presentation that was made by Sandler O’Neill to any member
of the Board; and
 the third party report of the review of Business First Bank’s loan portfolio to
which you refer in the second full parag raph on page 57.

David R. Melville, III
Business First Bancshares, Inc.
January 30, 2015
Page 2

 2. We acknowledge your response to comment 1 of our letter to you dated December 8,
2014.  Please disclose the projections contained in the “Pro Forma Overview” and
“Fairness Opinion Presentation’ by Sandler O’Neill that were “based on each
respective management team’s budget for 2014 and projected thereafter based on
each respective management team’s guidance.”  Please disclose the assumptions on
which the valuations were based.

3. We acknowledge your response to comment 2 of our letter to yo u dated December 8,
2014.  Please revise the registration statement to disclose all material nonpublic
information regarding Business First Bancshares  that was disclosed, directly or
indirectly, to American Gateway Financial Corporation Inc.  P lease supplementally
provide us with all material nonpublic information regarding American Gateway
Financial Corporation Inc. that was disclosed, directly or indirectly, to Business First
Bancshares, and/or its representatives and/or financial advisors inc luding, but not
limited to, the “confidential information memorandum regarding AGFC” to which
you refer on pages 56 and 57.

4. We acknowledge your response to comment 3 of our letter to you dated December 8,
2014.  Please revise the section entitled “Busines s First’s Reasons for the Merger” on
page 60 to explain the reasons that the Board did not obtain a fairness opinion.

Summary, The Merger Consideration, page 6

5. We acknowledge your response to comment 8 of our letter to you dated December 8,
2014.  Please revise the first full paragraph on page 7 to disclose the Tangible Equity
Capital of each company as of the most recent date.  Please revise the second to last
paragraph to explain how the consideration is “subject to adjustment.”

Summary, Materia l U.S. Federal Income Tax Consequences, page 8

6. Please acknowledge receipt of a tax opinion and provide a cross reference to it.

Summary, Some of the Directors and Officers of AGFC Have Financial Interests in the
Merger that are Different from Your Inter ests, page 14

7. We acknowledge your response to comment 11 of our letter to you dated December
8, 2014.  Please disclose any arrangements or understandings for any member of the
AGFC Board of Directors to serve on the Board of Business First.  Please disclo se the
aggregate amount of cash and stock and the percentage of the total consideration to be
paid to directors and officers of AGFC.

David R. Melville, III
Business First Bancshares, Inc.
January 30, 2015
Page 3

 Unaudited Pro Forma Combined Consolidated Financial Information, page 21

8. Please revise these financial statements to as cribe the par value of the Business First
Bancshares common stock to be issued in the acquisition to the common stock line
item in the pro forma balance sheet.  It appears that, currently, all the value is
ascribed to the surplus line item.

9. Please refer  to the response to comment 12.  We note the revisions made in response
to that comment; however, we also note that you continue to present pro forma
combined information for the periods ended September 30, 2014 and December 31,
2013 that appears to actual ly be historical combined information.  Please revise to
delete the columns that present this information.  Alternatively, please revise to label
it as historical combined information and not as pro forma combined information.

10. Please refer to the response  to comment 13 and address the following:
 Please revise to delete the presentation of pro forma combined EPS as that
measure is not contemplated by US GAAP.
 Please revise to present diluted EPS on a historical and pro forma basis in
these financial statements.  We note that Business First Bancshares presents
diluted EPS in its historical financial statements that are included in the
registration statement.  Provide footnote disclosure that reconciles the number
of shares used to calculate pro forma b asic and diluted EPS.

Background of the Merger, page 55

11. Please revise this section to provide more detail regarding other options considered by
the Board of AGFC as follows:
 revise the first paragraph on page 56 to identify the “various strategic option s”
to which you refer;
 revise the second paragraph on page 56 to identify the “potential strategic
alternatives available” to which you refer;
 revise the last paragraph on page 56 to explain the reasons why you contacted
Business First; and
 revise the  first paragraph on page 57 to disclose your contacts with “another
financial institution” that had made an indication of interest to you at the same
time as Business First.

12. Please revise this section to provide more detail regarding negotiations of the m erger
as follows:
 revise the first full paragraph on page 57 to quantify the aggregate value of the
cash and stock indication of interest of February 7;
 revise the second full paragraph on page 57 to quantify the aggregate value of
the cash and stock indic ation of interest of February 21;

David R. Melville, III
Business First Bancshares, Inc.
January 30, 2015
Page 4

  revise the third full paragraph on page 57 to identify the “potential strategic
alternatives” to which you refer; and
 revise the fourth full paragraph on page 57 to provide detailed summary of the
negotiations over the ma terial terms of the agreement and ancillary documents
to which you refer.

13. We acknowledge your response to comment 15 of our letter to you dated December
8, 2014.  As we requested explain how and why the AGFC Board negotiated the
formula pricing instead o f the fixed pricing  offered by Business First including , but
not limited to , the following:
 revise the fourth full paragraph on page 57 to explain how the AGFC Board
negotiated changing from a fixed price to a formula and how you and
Business First determ ined the elements of the formula;
 explain why the AGFC Board agreed to reduce the aggregate amount of cash
consideration from the $11.4 million offered to $2.1 million and implicitly
increased the amount of First Business stock shareholders would receive;
 disclose the “projected earnings of each institution” and “anticipated earning”
which the formula is based;
 disclose the “valuation spread“ on which the formula is based and the basis on
which the value of each respective  company was determined given that
neither company has its stock in a public market; and
 disclose the aggregate value of the consideration to be paid and the amount of
cash and stock according to the formula as of the date the respective Boards
approved the merger.

AGFC’s Reasons for the  Merger and Recommendation of the Board of AGFC, page 58

14. Please revise the first bullet point to explain how the Board determined that the
merger consideration was a “fair price” when the actual price will not be known until
the closing.  Disclose any ass umptions.

Business First’s Reasons for the Merger, page 60

15. Please revise the second paragraph claim that “Business First has not quantified the
amount of enhancements or projected the areas of operation in which such
enhancements will occur to reflect t he projections that according to Sandler O’Neil
were based on the guidance of “each management team’s guidance.”

Material U.S. Federal Income Tax Consequences of the Merger, page 89

16. In the first sentence of the bold -face paragraph on page 93, please del ete the words
“certain” and “for general information only”.

David R. Melville, III
Business First Bancshares, Inc.
January 30, 2015
Page 5

 Exhibit 8

17. Please revise the second paragraph to indicate, if true, that you adopt the discussion in
the prospectus under “Material United States Federal Income Tax Consequences” as
your opinion.  Merely stating that it is correct does not satisfy the Opinion
require ment.

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 purs uant 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 e ffective, 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 securitie s 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 contact 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
Senior Special Counsel