SecProbe.io

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

DIVISION OF
  CORPORATION FINANCE

        February 12, 2015

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.  2 to Registration Statement on Form S -4
Filed  February  5, 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. Noting that the Registration Statement includes financial statements for both
companies as of September 30, 2014, please add a recent developments section (after
the summary) addressing any material changes  since  September 30, 2014 at either
company including Results of Operations and Financial Condition.

Summary, The Merger Consideration, page 6

2. We acknowledge your response to comment 6 of our letter to you dated January 3 0,
2015.  Please revise the second paragraph on the second cover page and the third full
paragraph on page 7 to state the price after any adjustments as of the most recent

David R. Melville, III
Business First Bancshares, Inc.
February  12, 2015
Page 2

 possible date.  Please revise the disclosure on page 54 to disclose the amounts of e ach
of the adjustments for merger costs and expenses, fees and commission, and each of
the bullet points.

Summary, Some of the Directors and Officers of AGFC Have Financial Interests in the
Merger that are Different from Your Interests , page 15

3. We ack nowledge your response to comment 7 of our letter to you dated January 30,
2015.  Please revise the last paragraph of this section on page 16 to disclose the
aggregate amount of cash and stock and the percentage of the total consideration to be
paid to dir ectors and officers of AGFC excluding any amounts they will receive as
shareholders of AGFC.  Please reconcile the disclosure that they will receive only an
aggregate of $95,850 with your disclosure on page s 97-98.

Business First’s Reasons for the Merger, page 63

4. We acknowledge your response to comment 4 of our letter to you dated January
30, 2015.  Please disclose in the carryover paragraph on page 64 the identity of
your financial advisor on whom you relied in determining that the terms of the
proposed merger are fair to your shareholders.

Background of the Merger, page 55

5. We acknowledge your response to comment 4 of our letter to you dated January
30, 2015.  Please revise the first paragraph on page 58 to disclose any material
relationship tha t existed during the last two years between Business First and
Sandler O’Neill.

Material U.S. Federal Income Tax Consequences of the Merger, page 101

6. We acknowledge your response to comment 16 of our letter to you dated January
30, 2015.  Please revise  the section, including the section on page  102 entitled
“Tax Consequences of the Merger Generally” to unequivocally state that this
transaction will qualify as a reorganization and to also state the resulting
consequences to each company and the shareholde rs.  Please delete the section on
page 103 entitled “Material U.S. Federal Income Tax Consequences if the Merger
Fails to Qualify as a Reorganization.”

David R. Melville, III
Business First Bancshares, Inc.
February  12, 2015
Page 3

 Fairness Opinion of Sandler O’Neill to the Board of Directors of American Gateway
Financial Corporati on, Appendix B

7. Please file as an exhibit a fairness opinion from Sandler O’Neill that is on the
letterhead of Sandler O’Neill.

Exhibit 8.1

8. Please revise the last sentence on page 2 of the tax opinion to clarify that
shareholders of each company are ent itled to rely on the opinion.

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 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 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