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April 19, 2023
Roy Halyama
Chief Financial Officer
Burke & Herbert Financial Services Corp.
100 S. Fairfax Street
Alexandria, Virginia 22314
Re:Burke & Herbert Financial Services Corp.
Amendment 1 to the Registration Statement on Form 10
Filed on April 3, 2023
File No. 001-41633
Dear Roy Halyama:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment 1 to the Registration Statement on Form 10
The Bank, page 11
1.We note your response to comment 5 and revised disclosure on page 15 referencing
oversight "primarily through multiple committees that monitor and assess regulatory risks
and enterprise-wide risks." Please revise to identify the specific committees or members
of the committees that monitor and assess such risks.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
41
2.We reissue comment 7 in part. We note your added disclosure on page 47 which discusses
events and uncertainties. In comment 7 we also cited known trends that you
disclosed elsewhere in the prospectus. Please specifically discuss these and other material
known trends in Management's Discussion and Analysis.

 FirstName LastNameRoy Halyama
 Comapany NameBurke & Herbert Financial Services Corp.
 April 19, 2023 Page 2
 FirstName LastName
Roy Halyama
Burke & Herbert Financial Services Corp.
April 19, 2023
Page 2
General
3.We note that in your response to comment 12 you stated that "management believes that
recent events will not have a material impact to the Company’s financial position at the
end of the first quarter 2023."  Please disclose this in the Form 10.
4.In regard to comment 14, please disclose whether you have a Chief Risk Officer.
Additionally, please clarify the extent to which the Asset/Liability Committee has a set
schedule for meeting. We note the disclosure that they convene "upon the determination
that abnormal market risks are occurring or may be forthcoming[.]"
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Michael Henderson at 202-551-3364 or Cara Lubit at 202-551-5909 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Todd K. Schiffman at 202-551-3491 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance