SecProbe.io

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 bfbi20250912_corresp.htm

 September 12, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Ms. Aisha Adegbuyi, Attorney Advisor

 Re:

 Business First Bancshares, Inc.

 Registration Statement on Form S-4
 Filed August 26, 2025 (as amended on September 12, 2025)
 File No. 333-289858

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Business First Bancshares, Inc., a Louisiana corporation (the “Registrant”), hereby requests acceleration by the U.S. Securities and Exchange Commission of the effective date of the above-captioned Registration Statement on Form S-4/A (the “Registration Statement”). The Registrant respectfully requests that the Registration Statement become effective under the Securities Act as of 12:00 p.m., Eastern Time, on Tuesday, September 16, 2025, or as soon thereafter as practicable.

 Please contact Beth A. Whitaker of Hunton Andrews Kurth LLP, the Registrant’s counsel, at (214) 468-3575 with any questions you may have concerning this request. In addition, please notify Mrs. Whitaker when this request for acceleration has been granted.

 Thank you for your assistance in this matter.

 Sincerely,

 BUSINESS FIRST BANCSHARES, INC.

 By:

 /s/ David R. Melville, III

 Name:

 David R. Melville, III

 Title:

 Chairman, President and Chief Executive Officer

 cc:

 Beth A. Whitaker, Hunton Andrews Kurth LLP

 Saundra Strong, Business First Bancshares, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 5, 2025

David R. Melville, III
Chief Executive Officer
Business First Bancshares, Inc.
500 Laurel Street, Suite 101
Baton Rouge, LA 70801

 Re: Business First Bancshares, Inc.
 Registration Statement on Form S-4
 Filed August 26, 2025
 File No. 333-289858
Dear David R. Melville, III:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Beth Whitaker, Esq.
</TEXT>
</DOCUMENT>

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July 22, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Ms. Madeleine Joy Mateo, Attorney Advisor

			Re:
			Business First Bancshares, Inc.

			Registration Statement on Form S-4/A

			File No. 333-280245

			Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Business First Bancshares, Inc., a Louisiana corporation (the “Registrant”), hereby requests acceleration by the Securities and Exchange Commission of the effective date of the above-captioned Registration Statement on Form S-4/A (the “Registration Statement”). The Registrant respectfully requests that the Registration Statement become effective under the Securities Act as of 4:00 p.m., Eastern Time, on Tuesday, July 23, 2024, or as soon thereafter as practicable.

Please contact Beth A. Whitaker of Hunton Andrews Kurth LLP, the Registrant’s counsel, at (214) 468-3575 with any questions you may have concerning this request. In addition, please notify Mrs. Whitaker when this request for acceleration has been granted.

Thank you for your assistance in this matter.

			Sincerely,

			BUSINESS FIRST BANCSHARES, INC.

			By:
			/s/ David R. Melville, III

			Name:
			David R. Melville, III

			Title:
			President, Chief Executive Officer and Acting Chairman

			cc:

			Beth A. Whitaker, Hunton Andrews Kurth LLP

			Saundra Strong, Business First Bancshares, Inc.

July 10, 2024
David R. Melville, III
President and CEO
Business First Bancshares, Inc.
500 Laurel Street, Suite 101
Baton Rouge, LA 70801
Re:Business First Bancshares, Inc.
Registration Statement on Form S-4
Filed June 17, 2024
File No. 333-280245
Dear David R. Melville, III:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

July 9, 2024
Greg Robertson
Chief Financial Officer
Business First Bancshares, Inc.
500 Laurel Street, Suite 101
Baton Rouge, Louisiana 70801
Re:Business First Bancshares, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-38447
Dear Greg Robertson:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Finance

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BUSINESS FIRST BANCSHARES, INC.

June 27, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Business First Bancshares, Inc.

			Form 10-K for Fiscal Year Ended December 31, 2023

			File No. 001-38447

Mr. Makhdoom and Mr. Nolan:

Business First Bancshares, Inc. (“Business First”) is providing the following response to the comment letter dated June 6, 2024 from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission with respect to the above-referenced filing. Please accept my apologies for Business First’s belated response. The email transmitting the Staff’s June 6, 2024 letter to Business First was marked as “malicious” and was not received by Business First until June 26, 2024.

To assist with your review, we have repeated the text of the Staff's comment in italic type immediately preceding our response.

Form 10-K for Fiscal Year Ended December 31, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Loan Portfolio, page 53

1. In your tabular disclosure on page 53, we note that owner and nonowner occupied commercial real estate (“CRE”) loans represented 44.4% of your total loan portfolio as of December 31, 2023. Please revise future filings to further disaggregate the composition of your CRE loan portfolio to disclose and quantify material geographic markets in Louisiana and Texas, industry concentrations (such as office, retail, hotel and multifamily), as well as current weighted average and/or a range of loan-to-value ratios and occupancy rates to enhance an investor’s understanding of these loan categories. See Item 303 of Regulation S-K.

Business First acknowledges the Staff’s comment. Business First intends to revise its disclosures relating to its CRE loan portfolio to address the Staff’s comment to include the disaggregation of its CRE loan portfolio by geographic markets in Louisiana and Texas. The revisions will be made in future filings beginning no later than its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

Please contact me at (337) 721-2701 with any questions or comments regarding this correspondence.

			Very truly yours,

			BUSINESS FIRST BANCSHARES, INC.

			By:

			/s/ Gregory Robertson

			Name:

			 Gregory Robertson

			Title:

			Chief Financial Officer

			cc:

			David R. Melville, III, Business First Bancshares, Inc.

			Saundra Strong, Business First Bancshares, Inc.

			Kevin Strachan, Fenimore Kay Harrison LLP

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BUSINESS FIRST BANCSHARES, INC.

June 5, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Business First Bancshares, Inc.

			Request for Accelerated Effectiveness

			Registration Statement on Form S-3

			File No. 333-279754

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Business First Bancshares, Inc. hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3, as amended, so that it will become effective on June 7, 2024, at 3:00 p.m., Eastern time, or as soon as possible thereafter.

Please contact Lowell W. Harrison, Esq. of Fenimore Kay Harrison LLP at (512) 583-5905 or Kevin Strachan of Fenimore Kay Harrison LLP at (770) 282-5117 with any questions you may have with this request. In addition, please notify either Mr. Harrison or Mr. Strachan by telephone when this request for acceleration has been granted.

			Very truly yours,

			BUSINESS FIRST BANCSHARES, INC.

			By:

			 /s/ Gregory Robertson

			Name:

			Gregory Robertson

			Title:

			Chief Financial Officer

			cc:

			Lowell W. Harrison, Fenimore Kay Harrison LLP

			Kevin Strachan, Fenimore Kay Harrison LLP

United States securities and exchange commission logo
June 4, 2024
Greg Robertson
Chief Financial Officer
Business First Bancshares, Inc.
500 Laurel Street, Suite 101
Baton Rouge, Louisiana 70801
Re:Business First Bancshares, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-38447
Dear Greg Robertson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Managements Discussion and Analysis of Financial Condition and Results of Operations.
Loan Portfolio, page 53
1.In your tabular disclosure on page 53, we note that owner and nonowner occupied
commercial real estate ("CRE") loans represented 44.4% of your total loan portfolio as of
December 31, 2023.  Please revise future filings to further disaggregate the composition of
your CRE loan portfolio to disclose and quantify material geographic markets
in Louisiana and Texas, industry concentrations (such as office, retail, hotel and
multifamily), as well as current weighted average and/or a range of loan-to-value ratios
and occupancy rates to enhance an investor's understanding of these loan categories.  See
Item 303 of Regulation S-K.
            In closing, 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.
            Please contact Sarmad Makhdoom at 202-551-5776 or John Nolan at 202-551-3492 with

 FirstName LastNameGreg Robertson
 Comapany NameBusiness First Bancshares, Inc.
 June 4, 2024 Page 2
 FirstName LastName
Greg Robertson
Business First Bancshares, Inc.
June 4, 2024
Page 2
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
May 31, 2024
David R. Melville, III
President, CEO and Acting Chairman of the Board
Business First Bancshares, Inc.
500 Laurel Street, Suite 101
Baton Rouge, LA 70801
Re:Business First Bancshares, Inc.
Registration Statement on Form S-3
Filed May 28, 2024
File No. 333-279754
Dear David R. Melville, III:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Kevin Strachan, Esq.

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BUSINESS FIRST BANCSHARES, INC.

November 22, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Business First Bancshares, Inc.

			Request for Accelerated Effectiveness

			Registration Statement on Form S-4

			File No. 333-260691

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Business First Bancshares, Inc., hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-4, as amended, so that it will become effective on Tuesday, November 23, 2021, at 3:00 p.m., Eastern time, or as soon as possible thereafter.

Please contact Lowell W. Harrison of Fenimore Kay Harrison LLP at (512) 583-5905 or Kevin E. Strachan of Fenimore Kay Harrison LLP at (770) 282-5117 with any questions you may have with this request. In addition, please notify either Mr. Harrison or Mr. Strachan by telephone when this request for acceleration has been granted.

			Very truly yours,

			BUSINESS FIRST BANCSHARES, INC.

			By:

			 /s/ Gregory Robertson

			Name:

			Gregory Robertson

			Title:

			Chief Financial Officer

			cc:

			Lowell W. Harrison, Fenimore Kay Harrison LLP

			Kevin E. Strachan, Fenimore Kay Harrison LLP

United States securities and exchange commission logo
November 9, 2021
David R. Melville, III
Chief Executive Officer
Business First Bancshares, Inc.
500 Laurel Street, Suite 101
Baton Rouge, LA 70801
Re:Business First Bancshares, Inc.
Registration Statement on Form S-4
Filed November 2, 2021
File No. 333-260691
Dear Mr. Melville:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Kevin E. Strachan, Esq.

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BUSINESS FIRST BANCSHARES, INC.

June 4, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Sonia Bednarowski

			Re:

			Business First Bancshares, Inc.

			Request for Accelerated Effectiveness

			Registration Statement on Form S-3

			File No. 333-256605

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Business First Bancshares, Inc. hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3, as amended, so that it will become effective on Tuesday, June 8, 2021, at 3:00 p.m., Eastern time, or as soon as possible thereafter.

Please contact Lowell W. Harrison, Esq. of Fenimore, Kay, Harrison and Ford, LLP at (512) 583-5905 or Kevin Strachan of Fenimore, Kay, Harrison and Ford, LLP at (770) 282-5117 with any questions you may have with this request. In addition, please notify either Mr. Harrison or Mr. Strachan by telephone when this request for acceleration has been granted.

			Very truly yours,

			BUSINESS FIRST BANCSHARES, INC.

			By:

			 /s/ Gregory Robertson

			Name:

			Gregory Robertson

			Title:

			Chief Financial Officer

			cc:

			Lowell W. Harrison, Fenimore, Kay, Harrison & Ford, LLP

			Kevin Strachan, Fenimore, Kay, Harrison & Ford, LLP

United States securities and exchange commission logo
June 4, 2021
Gregory Robertson
Chief Financial Officer
Business First Bancshares, Inc.
500 Laurel Street, Suite 101
Baton Rouge, LA 70801
Re:Business First Bancshares, Inc.
Registration Statement on Form S-3
Filed May 28, 2021
File No. 333-256605
Dear Mr. Robertson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie, Legal Branch
Chief, at 202-551-3469 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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business first bancshares, inc.

February 28, 2020

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

			Re:

			Business First Bancshares, Inc. (the “Company”) Registration Statement on Form S-4 (File No. 333-236472), as amended (the “Registration Statement”)—Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above-referenced Registration Statement and declare the Registration Statement, as amended, effective under the Securities Act at 4:00 p.m., Eastern Time, on Wednesday, March 4, 2020, or as soon thereafter as practicable. The Company also requests the Commission to specifically confirm such effective date and time to the Company in writing.

			Sincerely,

			Business First Bancshares, Inc.

			By:

			/s/ Gregory Robertson

			Gregory Robertson

			Chief Financial Officer

February 20, 2020
David R. Melville III
President and Chief Executive Officer
Business First Bancshares, Inc.
500 Laurel Street, Suite 101
Baton Rouge, LA 70801
Re:Business First Bancshares, Inc.
Registration Statement on Form S-4
Filed February 18, 2020
File No. 333-236472
Dear Mr. Melville III:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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BUSINESS FIRST BANCSHARES, INC.

October 19, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

			Attention:

			Ms. Jessica Livingston

			Re:

			Business First Bancshares, Inc.

			Request for Accelerated Effectiveness

			Registration Statement on Form S-4

			File No. 333-227085

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Business First Bancshares, Inc. hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-4, as amended, so that it will become effective on Friday, October 19, 2018, at 1:00 p.m., Eastern time, or as soon as possible thereafter.

Please contact Lowell W. Harrison, Esq. of Fenimore, Kay, Harrison and Ford, LLP at (512) 583-5905 or John T. Wilson, Jr. of Fenimore, Kay, Harrison and Ford, LLP at (512) 583-5923 with any questions you may have with this request. In addition, please notify either Mr. Harrison or Mr. Wilson by telephone when this request for acceleration has been granted.

			Very truly yours,

			BUSINESS FIRST BANCSHARES, INC.

			By:

			/s/ David R. Melville, III

			Name:

			David R. Melville, III

			Title:

			President and Chief Executive Officer

			cc:

			Lowell W. Harrison, Fenimore, Kay, Harrison & Ford, LLP

			John T. Wilson, Jr., Fenimore, Kay, Harrison & Ford, LLP

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			812 San Antonio Street

			Suite 600

			Austin, Texas  78701

			Tel     512 • 583 • 5900

			Fax    512 • 583 • 5940

			Lowell W. harrison

			Direct Dial: 512.583.5905

			EMAIL: lharrison@fkhpartners.com

October 5, 2018

Via Federal Express and EDGAR

Ms. Jessica Livingston

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:         Business First Bancshares, Inc.

Registration Statement on Form S-4

Filed August 29, 2018

File No. 333-227085

Dear Ms. Livingston:

On behalf of our client, Business First Bancshares, Inc. (the “Company”), we are writing to respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter of September 21, 2018 (the “Comment Letter”). We have enclosed for filing with the Commission a copy of Amendment No. 1 to the above-referenced Registration Statement on Form S-4 of the Company (the “Revised Registration Statement”), as submitted to the Commission’s EDGAR system.

We are separately providing the Staff copies of this letter and marked copies of the Revised Registration Statement.

The numbered responses that follow relate to the questions set forth in the Comment Letter, which are reproduced below in bold print. The responses of the Company follow each reproduced comment.

Cover Page

1.            Please revise to disclose the aggregate value of the merger consideration. Please also disclose both your stock price and the implied value per share of Richland State Bancorp stock as of the last trading day before the merger announcement.

In response to the Staff’s comments, the Company has revised the cover page in the Revised Registration Statement to use the Company’s stock price at closing of the trading day immediately prior to the merger announcement for the purposes of providing an implied value, and has included the aggregate implied value of the merger consideration.

Securities and Exchange Commission

October 5, 2018

Page 2

Opinion of Richland State’s Financial Advisor, page 90

2.            Please revise to quantify the fees paid to National Capital for delivery of its fairness opinion. Also please quantify the portion of the fee that is contingent upon consummation of the merger. Refer to Item 4(b) of Form S-4 and Item 1015(b)(4) of Regulation M-A.

In response to the Staff’s comments, the Company has revised this section to include a disclosure of the fees paid to National Capital in connection with preparation and delivery of their fairness opinion. As noted in the Revised Registration Statement, no portion of the fee is contingent upon consummation of the transaction.

Interests of Richland State’s Directors and Executive Officers in the Merger, page 100

3.           We note the disclosure on page 102 that Mr. Vascocu will be appointed to the board of directors of Business First Bank. We also note the covenant in Section 7.26 of the Merger Agreement to appoint Mr. Vascocu to a newly created position on the board of directors at both the holding company level and the bank subsidiary level. Please reconcile or advise. If Mr. Vascocu will have a board seat at the holding company level, please file his consent under Rule 438 as an exhibit to the Registration Statement.

In response to the Staff’s comments, the Company has revised this section to include that Mr. Vascocu will be appointed to newly created positions on the boards of directors of both the Company and Business First Bank. Accordingly, the Revised Registration Statement includes as Exhibit 99.3 a consent pursuant to Rule 438 executed by Mr. Vascocu to such effect.

Part II. Exhibit Index, page II-4

4.           We note that your Exhibit Index states that exhibits 10.1, 10.2, 10.3 and 10.4 have been attached as Exhibits A, B, C and D to the merger agreement, which was filed as Annex A to the proxy statement/prospectus. We note, however, that the merger agreement contains only placeholders for those exhibits. Please ensure that they are included in a pre-effective amendment to the proxy statement/prospectus.

In response to the Staff’s comments, the Company has included Exhibits 10.1-10.4 as Exhibits A-D to the merger agreement filed as Annex A to the proxy statement/prospectus, as described in the Exhibit Index.

Securities and Exchange Commission

October 5, 2018

Page 3

Please do not hesitate to contact us if you have any questions concerning any aspect of the Revised DRS or if we may be of further assistance. You can reach me directly at (512) 583-5905 and John Wilson at (512) 583-5923. We appreciate your prompt attention to this matter.

			Very truly yours,

			/s/ Lowell W. Harrison

			Lowell W. Harrison

Enclosure

cc:          David R. “Jude” Melville, III, Business First Bancshares, Inc.

John T. Wilson, Jr., firm

September 21, 2018
David R. (“Jude”) Melville, III
President and Chief Executive Officer
Business First Bancshares, Inc.
500 Laurel St., Suite 101
Baton Rouge, LA 70801
Re:Business First Bancshares, Inc.
Registration Statement on Form S-4
Filed August 29, 2018
File No. 333-227085
Dear Mr. Melville:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-4 filed August 29, 2018
Cover Page
1.Please revise to disclose the aggregate value of the merger consideration. Please also
disclose both your stock price and the implied value per share of Richland State Bancorp
stock as of the last trading day before the merger announcement.
The Merger
Opinion of Richland State’s Financial Advisor, page 90
2.Please revise to quantify the fees paid to National Capital for delivery of its fairness
opinion. Also please quantify the portion of the fee that is contingent upon consummation

 FirstName LastNameDavid R. (“Jude”)  Melville, III
 Comapany NameBusiness First Bancshares, Inc.
 September 21, 2018 Page 2
 FirstName LastName
David R. (“Jude”)  Melville, III
Business First Bancshares, Inc.
September 21, 2018
Page 2
of the merger. Refer to Item 4(b) of Form S-4 and Item 1015(b)(4) of Regulation M-A.
Interests of Richland State’s Directors and Executive Officers in the Merger, page 100
3.We note the disclosure on page 102 that Mr. Vascocu will be appointed to the board of
directors of Business First Bank. We also note the covenant in Section 7.26 of the Merger
Agreement to appoint Mr. Vascocu to a newly created position on the board of directors at
both the holding company level and the bank subsidiary level. Please reconcile or advise.
If Mr. Vascocu will have a board seat at the holding company level, please file his consent
under Rule 438 as an exhibit to the Registration Statement.
Part II. Exhibit Index, page II-4
4.We note that your Exhibit Index states that exhibits 10.1, 10.2, 10.3 and 10.4 have been
attached as Exhibits A, B, C and D to the merger agreement, which was filed as Annex A
to the proxy statement/prospectus. We note, however, that the merger agreement contains
only placeholders for those exhibits. Please ensure that they are included in a pre-effective
amendment to the proxy statement/prospectus.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jessica Livingston at 202-551-3448 or Erin Purnell at 202-551-3454 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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BUSINESS FIRST BANCSHARES, INC.

May 23, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

			 Attention: Mr. David Lind

			Re:

			Business First Bancshares, Inc.

			Request for Accelerated Effectiveness

			Registration Statement on Form S-3

			File No. 333-224692

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Business First Bancshares, Inc. hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3, as amended, so that it will become effective on Friday, May 25, 2018, at 3:00 p.m., Eastern time, or as soon as possible thereafter.

Please contact Lowell W. Harrison, Esq. of Fenimore, Kay, Harrison and Ford, LLP at (512) 583-5905 or John T. Wilson, Jr. of Fenimore, Kay, Harrison and Ford, LLP at (512) 583-5923 with any questions you may have with this request. In addition, please notify either Mr. Harrison or Mr. Wilson by telephone when this request for acceleration has been granted.

			Very truly yours,

			BUSINESS FIRST BANCSHARES, INC.

			By:

			/s/ David R. Melville, III

			Name:

			David R. Melville, III

			Title:

			President and Chief Executive Officer

			cc:
			Lowell W. Harrison, Fenimore, Kay, Harrison & Ford, LLP

			John T. Wilson, Jr., Fenimore, Kay, Harrison & Ford, LLP

Mail Stop 4720

May 9, 2018

David R. Melville III
President and Chief Executive Officer
Business First Bancshares, Inc.
500 Laurel Street, Suite 101
Baton Rouge, LA 70801

Re: Business First Bancshares, Inc.
 Registration Statement on Form S -3
Filed May 4, 2018
 File No. 333 -224692

Dear Mr. Melville :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please contac t David Lin , Staff Attorney,  at (202) 551 -3552 with any questions.

Sincerely,

/s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: John T. Wilson, Jr., Esq.

CORRESP
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	bfbi20180427_corresp.htm

BUSINESS FIRST BANCSHARES, INC.

April 27, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Eric Envall

			Re:

			Business First Bancshares, Inc.

			Request for Accelerated Effectiveness

			Registration Statement on Form S-3

			File No. 333-223043

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Business First Bancshares, Inc. hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 so that it will become effective on Friday, April 27, 2018, at 4:00 p.m., Eastern time, or as soon as possible thereafter.

Please contact Lowell W. Harrison, Esq. of Fenimore, Kay, Harrison and Ford, LLP at (512) 583-5905 or John T. Wilson, Jr. of Fenimore, Kay, Harrison and Ford, LLP at (512) 583-5923 with any questions you may have with this request. In addition, please notify either Mr. Harrison or Mr. Wilson by telephone when this request for acceleration has been granted.

			Very truly yours,

			BUSINESS FIRST BANCSHARES, INC.

			By:

			/s/ David R. Melville, III

			Name:

			David R. Melville, III

			Title:

			President and Chief Executive Officer

			cc:

			Lowell W. Harrison, Fenimore, Kay, Harrison & Ford, LLP

			John T. Wilson, Jr., Fenimore, Kay, Harrison & Ford, LLP

CORRESP
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	bfbi20180420_corresp.htm

BUSINESS FIRST BANCSHARES, INC.

April 20, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Eric Envall

			Re:

			Business First Bancshares, Inc.

			Request for Accelerated Effectiveness

			Registration Statement on Form S-3

			File No. 333-223043

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Business First Bancshares, Inc. hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 so that it will become effective today, Friday, April 20, 2018, or as soon as possible thereafter.

Please contact Lowell W. Harrison, Esq. of Fenimore, Kay, Harrison and Ford, LLP at (512) 583-5905 or John T. Wilson, Jr. of Fenimore, Kay, Harrison and Ford, LLP at (512) 583-5923 with any questions you may have with this request. In addition, please notify either Mr. Harrison or Mr. Wilson by telephone when this request for acceleration has been granted.

			Very truly yours,

			BUSINESS FIRST BANCSHARES, INC.

			By:

			/s/ David R. Melville, III

			Name:

			David R. Melville, III

			Title:

			President and Chief Executive Officer

			cc:

			Lowell W. Harrison, Fenimore, Kay, Harrison & Ford, LLP

			John T. Wilson, Jr., Fenimore, Kay, Harrison & Ford, LLP

CORRESP
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	bfbi20180411_corresp.htm

			812 San Antonio Street

			Suite 600

			Austin, Texas  78701

			Tel    512 • 583 • 5900

			Fax    512 • 583 • 5940

			Lowell W. harrison

			Direct Dial: 512.583.5905

			EMAIL: lharrison@fkhpartners.com

April 11, 2018

Via Federal Express and EDGAR

Mr. Eric Envall

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

			Re:

			Business First Bancshares, Inc.

			Registration Statement on Form S-3

			Filed February 15, 2018

			File No. 333-223043

Dear Mr. Envall:

On behalf of our client, Business First Bancshares, Inc. (the “Company”), we are writing to respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter of March 6, 2018 (the “Comment Letter”). We have enclosed for filing with the Commission a copy of Amendment No. 1 to the above-referenced Registration Statement on Form S-3 of the Company (the “Revised Registration Statement”), as submitted to the Commission’s EDGAR system. The Company has paid an additional amount to the SEC to cover the increased filing fee as a result of the amendment.

We are separately providing the Staff copies of this letter and marked copies of the Revised Registration Statement.

The numbered responses that follow relate to the questions set forth in the Comment Letter, which are reproduced below in bold print. The responses of the Company follow each reproduced comment.

Securities and Exchange Commission

April 11, 2018

Page 2

General

1.      You disclose in the third paragraph of the prospectus cover page that, prior to this offering there has been no established public market for your stock. We also note your first risk factor disclosure on page six stating that while you have applied to have your common stock listed on Nasdaq Global Select Market, that application may not get approved. As such, it does not appear that you satisfy the transaction requirements for a secondary offering as your shares are not currently listed and registered on a national securities exchange, or quoted on an automated quotation system. Please provide us with a legal analysis demonstrating that you are eligible to register this resale transaction on Form S-3 at this time. Alternatively, please file the amendment to your registration statement on the appropriate form. For guidance, please refer to General Instruction I.B.3. of Form S-3.

The Company filed a Registration on Form 8-A to register its common stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) on April 4, 2018. Effective April 9, 2018, the Company’s common stock was listed for trading on the NASDAQ Global Select Market, and certification of such was provided to the Commission. As such, the Company’s Registration Statement on Form 8-A became effective on such date.

As of the original filing date, February 15, 2018, the Company satisfied all other eligibility criteria for the registration of securities on Form S-3, and continues to satisfy them as of the date of this letter.

Selling Shareholders, page 11

2.     It appears that AB Financial Services Opportunities Master Fund L.P. and Stephens BFB LLC may be affiliates of broker-dealers. Please disclose whether these or any of your other selling shareholders are broker-dealers or affiliates of broker-dealers. If a selling shareholder is a broker-dealer, please revise your disclosure to indicate that such selling shareholder is an underwriter, unless such selling shareholder received its securities as compensation for investment banking services. In addition, in connection with a selling shareholder who is an affiliate of a broker-dealer, please disclose if true, that:

- the selling shareholder purchased the shares being registered for resale in the ordinary course of business; and

- at the time of the purchase, the selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

If you are unable to make these representations, please disclose that the selling shareholder is an underwriter.

AB Financial Services Opportunities Master Fund L.P. has represented to the Company that they are not an affiliate of a broker-dealer. Appropriate disclosures regarding Stephens BFB LLC have been made in the Revised Registration Statement.

Securities and Exchange Commission

April 11, 2018

Page 3

Please do not hesitate to contact us if you have any questions concerning any aspect of the Revised DRS or if we may be of further assistance. You can reach me directly at (512) 583-5905 and John Wilson at (512) 583-5923. We appreciate your prompt attention to this matter.

			Very truly yours,

			/s/ Lowell W. Harrison

			Lowell W. Harrison

Enclosure

			cc:

			David R. “Jude” Melville, III, Business First Bancshares, Inc.

			John T. Wilson, Jr., firm

Mail Stop 4720
March 6, 2018
David R. Melville III
President and Chief Executive Officer
Business First Bancshares, Inc.
500 Laurel Street, Suite 101
Baton Rouge, LA 70801

Re: Business  First Bancshares, Inc.
  Registration Statement on Form S-3
Filed  February 15, 2018
  File No.  333-223043

Dear Mr. Melville :

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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, w e may have  additional comments.

General

1. You disclose in the third paragraph of the prospectus cover page that, prior to this
offering there has been no established public market for your stock.  We also note your
first risk factor disclosure on page six stating that while you have applied to have your
common stock listed on Nasdaq Global Select Market, that application may not get
approved.  As such, it does not appear that you satisfy the transaction requirements for a
secondary offering as your share s are not currently listed and registered on a national
securities exchange , or quoted on an automated quotation system.  Please provide us with
a legal analysis demonstrating that you are eligible to register this re sale transaction on
Form S -3 at this time.  Alternatively, please file the amendment to your registration
statement on the appropriate form.  For guidance, please refer to General Instruction
I.B.3. of Form S -3.

David R. Melville III
Business First Bancshares, Inc.
March 6, 2018
Page 2

 Selling Shareholders, page 11

2. It appears that AB Financial Services Opportunities Master Fund L.P.  and Stephens BFB
LLC  may be affiliates of broker -dealers.  Please disclose whether these or any  of your
other selling shareholder s are broker -dealer s or affiliate s of broker -dealer s.  If a selling
shareholder is a broker -dealer, please  revise your disclosure to indicate that such selling
shareholder is an underwriter, unless such selling shareholder received its securities as
compensation for investment banking services.   In addition, in connection with a selling
shareholder who is an a ffiliate of a broker -dealer, please disclose if true , that:
 the selling shareholder purchased the shares being registered for resale in the ordinary
course of business; and
 at the time of the purchase, the selling shareholder had no agreements or
understandings, directly or indirectly, with any person to distribute the securities.
If you are unable to make these representations, please disclose that the selling
shareholder is  an underwriter.

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.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Eric Envall, Staff Attorney  at (202) 551 -3234  or me at (202) 551 -3369
with any questions.

Sincerely,

 /s/ Era Anagnos ti

 Era Anagnosti
Acting Assistant Director
Office of Financial Services

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

CORRESP
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Acceleration Request

 BUSINESS FIRST BANCSHARES, INC.

8440 Jefferson Highway, Suite 101

Baton Rouge, Louisiana 70809

February 13, 2015

 VIA EDGAR FILING AND EMAIL

 U.S. Securities and Exchange Commission

 100 F
Street, NE

 Washington, D.C. 20549

 Attention: Jonathan E.
Gottlieb

Re:
Business First Bancshares, Inc. Registration Statement on Form S-4, as amended (File No. 333-200112)

Acceleration Request

Requested Date: February 17, 2015

Requested Time: 4:00 PM Eastern Time

Ladies and Gentlemen:

 Business First
Bancshares, Inc. (“Registrant”) hereby requests that the United States Securities and Exchange Commission (“Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-4 effective at the
“Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable. The Registrant hereby authorizes Lowell W. Harrison, an attorney with the Registrant’s outside legal counsel, Fenimore, Kay,
Harrison & Ford LLP, to orally modify or withdraw this request for acceleration.

 The Registrant hereby acknowledges 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 Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert the 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.

 The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Mr. Harrison at
(512) 583-5905, or in his absence to Stephanie E. Kalahurka, an attorney at Fenimore, Kay, Harrison & Ford LLP, at (816) 292-8141. Please also provide a copy of the Commission’s order declaring the Registration Statement on
Form S-4 effective to Mr. Harrison via email at lharrison@fkhpartners.com and via mail at 812 San Antonio Street, Suite 600, Austin, Texas 78701.

Sincerely,

BUSINESS FIRST BANCSHARES, INC.

By:

/s/ David R. Melville, III

 David R. Melville, III

 President and Chief
Executive Officer

CORRESP
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Correspondence

 812 SAN ANTONIO STREET

 SUITE 600

AUSTIN, TEXAS 78701

TEL        512 — 583 — 5900

 FAX       512 — 583 — 5940

LOWELL W. HARRISON

 DIRECT DIAL: 512 • 583 • 5905

EMAIL:lharrison@fkhpartners.com

STEPHANIE E. KALAHURKA

 DIRECT DIAL: 816 — 292 — 8141

EMAIL:skalahurka@fkhpartners.com

 February 13, 2015

Via Federal Express

 Todd K. Schiffman

Assistant Director

 Securities and Exchange Commission

Washington, D.C. 20549

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. Schiffman:

 On behalf of Business First Bancshares, Inc. (the “Company”), enclosed please find a copy of Amendment
No. 3 to the Company’s Registration Statement on Form S-4 (the “Revised S-4”), as submitted to the Securities and Exchange Commission (“Commission”) on the date hereof, marked to show changes Amendment No. 2 to the
Registration Statement that was filed on February 5, 2015.

 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.

 In
response to the Staff’s comments, the Company has revised its disclosure in the Revised S-4 following the section entitled, “Summary” to include a new section entitled, “Recent Developments.” The new
“Recent Developments” section provides selected unaudited preliminary financial results for each of the Company and American Gateway Financial Corporation (“AGFC”) for the year ended December 31, 2014. The new
“Recent Developments” section also includes discussion of certain changes in the Company’s financial condition and results of operations for each of the Company and AGFC.

 Securities and Exchange Commission

February 13, 2015

  Page
 2

 Summary, The Merger Consideration, page 6

2.
We acknowledge your response to comment 6 of our letter to you dated January 30, 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 possible date. Please revise the disclosure on page 54 to disclose the amounts of each of the adjustments for merger costs and expenses, fees and commission, and each of the bullet points.

 In response to the Staff’s comments, the Company has updated its disclosure on the second cover page
and in the section of the Revised S-4 entitled, “Summary—The Merger Consideration” to state the purchase price after estimated adjustments as of January 31, 2014, which is the most recent possible date for which the
necessary financial information is available. The Company has revised its disclosure on page 60 of the Revised S-4 to disclose the estimated amounts of each of the adjustments to the merger consideration for costs and expenses, fees and commissions
and each of the other referenced 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 acknowledge 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 directors 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 pages 97-98.

 In response to the Staff’s comments, the Company respectfully advises the Staff
that officers and directors of AGFC will receive the same consideration for their shares of AGFC common stock that is received by other shareholders of AGFC. Any additional benefits in connection with the merger are in addition to the consideration
they will receive as shareholders and the amount of such benefits are disclosed in the section of the Revised S-4 entitled, “Summary, Some of the Directors and Officers of AGFC Have Financial Interests in the Merger that are Different from
Your Interests” and under the subsection entitled “Financial Interests of Directors and Officers of AGFC in the Merger.” In addition, the Company has updated its disclosure in the above-referenced sections to clarify that
that the costs related to the disclosed additional benefits will be borne equally by each of Business First and AGFC.

 Securities and Exchange Commission

February 13, 2015

  Page
 3

 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.

 In response to the Staff’s
comments, the Company has updated its disclosure in the subsection of the Revised S-4 entitled, “Business First’s Reasons for the Merger” to disclose the identity of its financial advisor.

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 that existed during the last two years
between Business First and Sandler O’Neill.

 In response to the Staff’s comments, the Company has updated
its disclosure in the subsection of the Revised S-4 entitled, “Background of the Merger” to disclose that no material relationships 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 shareholders. Please delete the section on page 103 entitled “Material U.S.
Federal Income Tax Consequences if the Merger Fails to Qualify as a Reorganization.”

 In response to the
Staff’s comments, the Company has updated its disclosure in the subsection of the Revised S-4 entitled, “Material U.S. Federal Income Tax Consequences of the Merger” to unequivocally state that this transaction will qualify as
a reorganization and to also state the resulting tax consequences to each company and to the shareholders of the Company. The Company respectfully advises the Staff that the tax consequences to the shareholders of AGFC is included in the
above-referenced section of the Revised S-4. In response to the Staff’s comment, we have also deleted from the Revised S-4 the section formerly entitled, “Material U.S. Federal Income Tax Consequences if the Merger Fails to Qualify as a
Reorganization.”

 Securities and Exchange Commission

February 13, 2015

  Page
 4

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

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

In response to the Staff’s comments, the Company has updated its disclosure in Appendix B of the proxy statement/prospectus in the
Revised S-4 to include a fairness opinion of 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 entitled to rely on the opinion.

In response to the Staff’s comments, Fenimore, Kay, Harrison & Ford, LLP has revised the last sentence in its opinion that is
included in Exhibit 8.1 of the Revised S-4 to clarify that shareholders of each company are entitled to rely upon the opinion.

 If you
have any questions, please do not hesitate to contact either of us.

Very truly yours,

/s/ Lowell W. Harrison

Lowell W. Harrison

/s/ Stephanie E. Kalahurka

Stephanie E. Kalahurka

 Enclosure

cc:
David R. Melville, III (Business First Bancshares, Inc.)

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Response Letter

812 SAN ANTONIO STREET

SUITE 600

AUSTIN, TEXAS 78701

 TEL

 512 • 583 • 5900

FAX

512 • 583 • 5940

 LOWELL W. HARRISON

DIRECT DIAL: 512 • 583 • 5905

EMAIL:lharrison@fkhpartners.com

 STEPHANIE E. KALAHURKA

DIRECT DIAL: 816 • 292 • 8141

EMAIL:skalahurka@fkhpartners.com

 February 5, 2015

Via Federal Express

 Todd K. Schiffman

Assistant Director

 Securities and Exchange Commission

Washington, D.C. 20549

Re:
Business First Bancshares, Inc.

 Amendment No. 1 to Registration Statement on Form S-4

 Filed November 12, 2014

File No. 333-200112

 Dear
Mr. Schiffman:

 On behalf of Business First Bancshares, Inc. (the “Company”), enclosed please find a copy of Amendment
No. 2 to the Company’s Registration Statement on Form S-4 (the “Revised S-4”), as submitted to the Securities and Exchange Commission (“Commission”) on the date hereof, marked to show changes to Amendment No. 1 to
the Registration Statement that was filed on January 13, 2015.

 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” please 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 paragraph on page 57.

In response to the Staff’s comment, the Company advises the Staff that there is no transcript or video of the oral presentation that
supplemented the Pro Forma Overview or the Fairness Opinion Presentation that were given by Sandler O’Neill (the “Merger Presentations”) to the

 Securities and Exchange Commission

February 5, 2015

  Page
 2

board of directors of American Gateway Financial Corporation (“AGFC”). The Company has consulted with AGFC and Sandler O’Neill regarding the content of the oral portions of the
Merger Presentations and AGFC and Sandler O’Neill have confirmed that the substance of the oral portions did not contain any material nonpublic information about either company that was not contained in the accompanying slide presentations
which have been provided supplementally to the SEC.

 In response to the Staff’s comment, the third party report of the review of
Business First Bank’s loan portfolio is being submitted supplementally under separate cover.

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.

 In response to the Staff’s comment, the Company has revised its disclosure in
the Revised S-4 under the subheading, “Opinion of Sandler O’Neill & Partners, L.P.,” to include the projections that were contained in the “Pro Forma Overview” and “Fairness Opinion Presentation” by
Sandler O’Neill. The Company has updated its disclosure in this same section to include the assumptions used in the disclosed projections.

3.
We acknowledge your response to comment 2 of our letter to you 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. Please 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 including, but not limited to, the “confidential information memorandum regarding AGFC” to which you refer on pages 56 and 57.

 In response to the Staff’s comment, the referenced “confidential information memorandum regarding
AGFC,” dated July 2013 and certain other contracts, agreements and third-party reports that the parties deem to be material, but which have been disclosed in the Revised S-4, are being submitted supplementally under separate cover. With respect
to the referenced confidential information memorandum, the parties have reviewed the document to confirm that it does not contain any material nonpublic information that is not otherwise disclosed or updated in the Revised S-4. AGFC, the Company and
their respective financial advisors have confirmed to us that, other than information that is disclosed in the registration

 Securities and Exchange Commission

February 5, 2015

  Page
 3

statement (as revised pursuant to this amendment), there is no material nonpublic information regarding either the Company or AGFC that was disclosed, either directly or indirectly to the other.

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

 In response to the Staff’s comment, the Company has
updated its disclosure in the Revised S-4 under the section entitled, “Business First’s Reasons for the Merger,” to explain the reasons why the board of directors of the Company did not obtain a fairness opinion. In deciding
not to obtain a fairness opinion the Company’s board of directors considered the following factors: (i) that a formal fairness opinion is not required under applicable law; (ii) the cost to the Company associated with obtaining a
fairness opinion; and (iii) the Company’s consultation with its financial advisor regarding the terms of the proposed merger. Although the Company did not obtain a formal, written opinion, its board of directors’ determination that
the terms of the proposed merger are fair to the Company’s shareholders was made in consultation with its financial advisor.

 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.”

In response to the Staff’s comment, the Company has updated its disclosure in the Revised S-4 under the section entitled,
“Summary—The Merger Consideration,” to disclose the Tangible Equity Capital of each company as of January 31, 2015. This is the most recent date prior to the date of this filing that the Company was able to obtain the
financial information needed to calculate the approximate merger consideration. The Company has also disclosed in this section the unaudited Tangible Equity Capital of each of the Company and AGFC as of January 31, 2015.

Summary, Material U.S. Federal Income Tax Consequences, page 8

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

In response to the Staff’s comment, the Company has updated its disclosure in the section of the proxy statement/prospectus in the
Revised S-4 entitled, “Summary—Material U.S. Federal Income Tax Consequences” to disclose that, in connection with the filing of the Registration

 Securities and Exchange Commission

February 5, 2015

  Page
 4

Statement, Fenimore, Kay, Harrison & Ford LLP has rendered its tax opinion to the Company and AGFC addressing the U.S. federal income tax consequences of the merger as described in the
proxy statement/prospectus. A reference was included to the opinion that is included as Exhibit 8.1 to the Registration Statement.

 Summary, Some
of the Directors and Officers of AGFC Have Financial Interests in the Merger that are Different from Your Interests, 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 disclose the aggregate amount of cash and stock and the percentage of the total consideration to be paid to directors and officers of AGFC.

In response to the Staff’s comment, the Company has updated its disclosure in the section of the proxy statement/prospectus in the
Revised S-4 entitled, “Summary—Some of the Directors and Officers of AGFC Have Financial Interests in the Merger that are Different from Your Interests” in the Revised S-4 to clarify that there are no arrangements or
understandings pursuant to which any member of the board of directors or management of AGFC or American Gateway Bank is to be appointed to the board of directors of the Company or Business First Bank in connection with the proposed merger. The
Company has further revised this section to disclose the aggregate amount of cash and stock, and the percentage of total consideration to be paid to directors and executive officers of AGFC based upon the beneficial ownership of those individuals as
of January 31, 2015. The percentage of the merger consideration expected to be received by those individuals is proportionate to the percentage of their respective beneficial ownership in AGFC.

Unaudited Pro Forma Combined Consolidated Financial Information, page 21

8.
Please revise these financial statements to ascribe 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.

 In response to the Staff’s
comment, the Company has revised its disclosure under the heading, “Unaudited Pro Forma Combined Consolidated Financial Information” in the Revised S-4 to ascribe the par value of the Company common stock to be issued in the
acquisition to the common stock line item in the pro forma balance sheet.

 Securities and Exchange Commission

February 5, 2015

  Page
 5

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 actually 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.

 In response to the Staff’s comment, the Company has
revised its disclosure under the heading, “Unaudited Pro Forma Combined Consolidated Financial Information” to delete the above-referenced column from its pro forma combined income statement for the periods ending September 30,
2014 and December 31, 2013.

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 basic and diluted EPS.

In response to the Staff’s comment, the Company has revised its disclosure under the heading, “Unaudited Pro Forma Combined
Consolidated Financial Information” in the Revised S-4 to delete the presentation of pro forma combined earnings per share (“EPS”). The Company has also updated the disclosure to present diluted EPS on a historical and pro forma basis
and to include footnote disclosures to reconcile the number of shares used to calculate pro forma basic 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 options” 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.

 Securities and Exchange Commission

February 5, 2015

  Page
 6

 In response to the Staff’s comment, the Company has revised its disclosure under the
subheading, “Background of the Merger” in the Revised S-4 as follows:

•

The discussion has been revised to identify the various strategic options considered by AGFC’s board of directors. Such strategic options have included expanding organically, raising additional capital through
offerings or equity or debt securities, and merging with another financial institution.

•

The referenced disclosure regarding alternatives considered by AGFC’s board of directors in February 2013 has been updated to clarify that the board considered the possibilities of raising additional capital or a
sale of American Gateway Bank.

•

The referenced disclosure relating to communications between AGFC and the Company in December 2013 has been updated to clarify that the Company contacted AGFC at that time.

•

The referenced disclosure relating to the indication of interest received by AGFC from another financial institution in December 2013 has been updated to disclose AGFC’s contacts with that institution.

12.
Please revise this section to provide more detail regarding negotiations of the merger 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 indication of interest of February 21;

•

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 material terms of the agreement and ancillary documents to which you refer.

 Securities and Exchange Commission

February 5, 2015

  Page
 7

 In response to the Staff’s comment, the Company has revised its disclosure under the
subheading, “Background of the Merger” in the Revised S-4 as follows:

•

The referenced disclosure regarding the aggregate value of the cash and stock indication of interest on February 7, 2014 has been updated to provide that, based upon the December 31, 2013 unaudited financial
statements of the Company then available to the AGFC board of directors, the AGFC board, after consultation with its financial advisor, estimated the aggregate value of this indication of interest to be $43.4 million.

•

The referenced disclosure regarding the aggregate value of the cash and stock indication of interest on February 28, 2014 has been updated to provide that, based upon the December 31, 2013 unaudited financial
statements of the Company then available to the AGFC board of directors, the AGFC board, after consultation with its financial advisor, estimated the aggregate value of this indication of interest to be $44.8 million.

•

The referenced disclosure has been revised to clarify that AGFC authorized the engagement of legal counsel as it explored the p

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

CORRESP
1
filename1.htm

CORRESP

 812 SAN ANTONIO STREET

 SUITE 600

AUSTIN, TEXAS 78701

TEL 512 • 583 • 5900

FAX512 • 583 • 5940

 LOWELL W. HARRISON

 DIRECT DIAL: 512 • 583
• 5905

 EMAIL:lharrison@fkhpartners.com

STEPHANIE E. KALAHURKA

 DIRECT DIAL: 816 • 292 •
8141

 EMAIL:skalahurka@fkhpartners.com

 January 13, 2015

Via Edgar

 Todd K. Schiffman

Assistant Director

 Securities and Exchange Commission

Washington, D.C. 20549

Re:
Business First Bancshares, Inc.

 Amendment No. 1 to Registration Statement on Form S-4

 Filed November 12, 2014

File No. 333-200112

 Dear
Mr. Schiffman:

 On behalf of Business First Bancshares, Inc. (the “Company”), enclosed please find a copy of Amendment
No. 1 to the Company’s Registration Statement on Form S-4 (the “Revised S-4”), as submitted to the Securities and Exchange Commission (“Commission”) on the date hereof, marked to show changes from the initial
Registration Statement that was filed on November 12, 2014.

 The changes reflected in the Revised S-4 include those made in response
to the comments of the staff of the Commission (“Staff”) set forth in the Staff’s letter of December 8, 2014 (“Comment Letter”). The Revised S-4 also includes other changes that are intended to update and clarify
certain information, as well as to update certain of the Company’s financial information that was included in the initial Registration Statement.

The numbered responses that follow relate to the questions set forth in the Comment Letter, which are reproduced below in bold, italicized
print. The responses of the Company follow each reproduced comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Revised S-4.

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
First Bancshares, Inc. or to the Board of Directors of American Gateway Financial Corporation.

 Securities and Exchange Commission

January 13, 2015

  Page
 2

 The information requested is being submitted supplementally under separate cover.

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 referred to in the fairness opinion of Sandler O’Neill &
Partners 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 financial advisor”
referred to in the fairness opinion in the second full paragraph on page 2.

 The information requested is being
submitted supplementally under separate cover.

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

In response to the Staff’s comment, the Company advises the Staff that its Board of Directors did not obtain a fairness opinion in
connection with the proposed merger.

 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 disclose the minimum amount of consideration and the fact that either
party can waive the minimum.

 In response to the Staff’s comment, the Company has updated its disclosures on the front cover
of the proxy statement/prospectus in the Revised S-4 to include more information about the formulas for determining the amount of the merger consideration to be received by shareholders of American Gateway Financial Corporation (“AGFC”).
The Company has also

 Securities and Exchange Commission

January 13, 2015

  Page
 3

updated the information on the front cover of the proxy statement/prospectus in the Revised S-4 to disclose that the merger could be consummated as late as May 1, 2015 and to show the
approximate amount of merger consideration that shareholders of AGFC would receive if the merger consideration were calculated using the minimum tangible equity capital level for each of AGFC and the Company that is permitted under the
reorganization agreement.

 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.

 In response to the Staff’s comment, the Company has updated its disclosure on
the front cover of the proxy statement/prospectus in the Revised S-4 to show the approximate amount of merger consideration to be received by the shareholders of AGFC if the merger had been consummated as of December 31, 2014. This is the most
recent date prior to the date of this filing that the Company was able to obtain the financial information needed to calculate the approximate merger consideration.

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

In response to the Staff’s comment, the Company has updated its disclosure on the front cover of the proxy statement/prospectus in the
Revised S-4 to state that it currently does not have any plans to list its 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.

In response to the Staff’s comment, the Company has updated the preamble to the “Summary” section of the Revised S-4 to
include language consistent with Item 503(a) of Regulation S-K. The Company believes that the substance of its disclosure in the “Summary” section of the Revised S-4, as amended in response to the Staff’s comments in Items
8–11, below, complies with the Instruction to Item 503(a) of Regulation S-K.

 Securities and Exchange Commission

January 13, 2015

  Page
 4

 Summary, The Merger Consideration, page 6

8. Please revise this section as follows:

Ÿ

disclose the imputed aggregate purchase price and per share purchase price as of the date of the merger agreement;

Ÿ

disclose more detail as to how the merger consideration will be calculated;

Ÿ

disclose that disclose that although the shareholder meeting 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,;

Ÿ

update the illustration in the second paragraph; and

Ÿ

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 agreement, 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.

 In response to the Staff’s comment, the Company has
updated its disclosure in the section of the proxy statement/prospectus in the Revised S-4 entitled, “Summary—The Merger Consideration” to:

•

disclose the imputed aggregate purchase price and the per share purchase price for AGFC common stock, assuming the merger consideration was calculated as of June 30, 2014, which is the most recent date following
the date of the reorganization agreement that the Company was able to obtain the financial information needed to calculate the imputed purchase price;

•

disclose more detail regarding the merger consideration calculation;

•

clarify that the exact amount of the merger consideration will not be known as of the date of the AGFC shareholder’s meeting, and that the pricing of the merger could occur as late as May 1, 2015, or later if
the parties agree to extend the deadline for consummation under the reorganizations agreement;

 Securities and Exchange Commission

January 13, 2015

  Page
 5

•

update the example merger consideration calculation to show the approximate amount of merger consideration to be received by the shareholders of AGFC if the merger had been consummated as of the date of the Revised S-4;

•

disclose that either the Company or AGFC may terminate the reorganization agreement in the event that the Company’s or AGFC’s adjusted tangible equity capital is less than approximately $75.0 million or
approximately $39.6 million, respectively, at the time that the merger consideration is calculated; and

•

disclose the approximate amount of merger consideration that shareholders of AGFC would receive if the merger consideration were calculated using the above-described minimum tangible equity capital level for each of the
Company and AGFC that is permitted under the reorganization agreement.

 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 shareholders vote to approve the merger agreement instead of merely cross referencing the reasons you disclose on pages 53-55.

In response to the Staff’s comment, the Company has updated its disclosure in the section of the proxy statement/prospectus in the
Revised S-4 entitled, “AGFC’s Reasons for the Merger and Recommendations of AGFC’s Board” to summarize the material reasons and factors considered by the board of directors of AGFC in recommending that AGFC’s
shareholders vote in favor of the reorganization agreement.

 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 until 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.

In response to the Staff’s comment, the Company has updated its disclosure in the section of the proxy statement/prospectus in the
Revised S-4 entitled, “AGFC’s Reasons for the Merger and Recommendations of AGFC’s Board” to clarify that the exact amount of consideration to be received by AGFC’s shareholders will not be known at the time that
AGFC’s shareholders vote upon the merger proposal at the special shareholders’ meeting. The Company has further disclosed that the actual amount of consideration to be received by AGFC’s shareholders may be less than the amount that
they would have received if the merger consideration were calculated as of the date of the special shareholders’ meeting.

 Securities and Exchange Commission

January 13, 2015

  Page
 6

 Summary, Some of the Directors and Officers of AGFC Have Financial 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 following:

Ÿ

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

Ÿ

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.

 In response to the Staff’s comment, the Company has updated its disclosure
in the section of the proxy statement/prospectus in the Revised S-4 entitled, “Summary, Some of the Directors and Officers of AGFC Have Financial Interests in the Merger that are Different from Your Interests” to:

•

quantify the amount of payments to each of the listed officers of AGFC; and

•

to provide more information about the consideration that executive officers of AGFC will receive in exchange for their shares of phantom stock, including how that consideration compares to the consideration that will be
paid to other shareholders of AGFC in the proposed merger.

 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.

 In response to the
Staff’s comment, the Company has updated its disclosure in the section of the proxy statement/prospectus in the Revised S-4 entitled, “Unaudited Pro Forma Combined Consolidated Financial Information” to show the effects of
purchase accounting adjustments for each of the periods presented, including amortization of those adjustments.

 13. Please revise
the pro forma combined 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 that were excluded because they were determined to be anti-dilutive.

 In response to the Staff’s
comment, the Company has updated its disclosure in the section of the proxy statement/prospectus in the Revised S-4 entitled, “Unaudited Pro Forma Combined Consolidated Financial Information” to present historical and pro forma
earnings per share for each period and to add footnote disclosure providing a reconciliation of the amounts presented. No items were excluded because they were determined to be anti-dilutive.

 Securities and Exchange Commission

January 13, 2015

  Page
 7

 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 because of the limited geographical areas (one state) in which the real estate is located.

In response to the Staff’s comment, the Company has updated

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