SecProbe.io

CORRESP
 1
 filename1.htm

 ChoiceOne Financial Services, Inc.
109 East Division

 Sparta, Michigan 49345
(616) 887-7366

 June 15, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Financial Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Aisha Adegbuyi

 Re:
 ChoiceOne Financial Services, Inc. (the "Registrant")
 Registration Statement on Form S-3 (File No. 333-296152)

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the "Securities Act"), the Registrant hereby requests that the effective date for the above-referenced
Registration Statement be accelerated so that it will be declared effective under the Securities Act at 10:00 a.m., Washington, D.C. time,
on June 18, 2026, or as soon thereafter as reasonably practicable.

 Very truly yours,

 CHOICEONE FINANCIAL SERVICES, INC.

 By
 /s/ Kelly J. Potes

 Kelly J. Potes
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2026

Kelly J. Potes
Chief Executive Officer
ChoiceOne Financial Services, Inc.
109 East Division Street
Sparta, MI 49345

 Re: ChoiceOne Financial Services, Inc.
 Registration Statement on Form S-3
 Filed May 22, 2026
 File No. 333-296152
Dear Kelly J. Potes:
 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: Charlie Goode, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    ChoiceOne Financial Services, Inc.

      109 East Division

    Sparta, Michigan 49345

      (616) 887-7366

    October 16, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Financial Services

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Robert Arzonetti, Staff Attorney

            Re:

            ChoiceOne Financial Services, Inc. (the “Registrant”)

          Registration Statement on Form S-4 (File No. 333-282177)

    Dear Mr. Arzonetti:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby requests that
      the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at 4:00 p.m., Washington, D.C. time, on October 18, 2024, or as soon thereafter as reasonably
      practicable.

    The Registrant authorizes Charlie Goode of Warner Norcross + Judd LLP to orally modify or withdraw this request for acceleration.

    Please contact Charlie Goode of Warner Norcross + Judd LLP at (616) 752-2176 or cgoode@wnj.com when this request for acceleration
      has been granted and with any questions or concerns regarding this matter.

    [Remainder of the Page Intentionally Left Blank]

            Very truly yours,

            CHOICEONE FINANCIAL SERVICES, INC.

            By

            /s/ Kelly J. Potes

            Kelly J. Potes

            President and Chief Executive Officer

September 26, 2024
Kelly J. Potes
Chief Executive Officer
ChoiceOne Financial Services, Inc.
109 East Division
Sparta, Michigan 49345
Re:ChoiceOne Financial Services, Inc.
Registration Statement on Form S-4
Filed September 17, 2024
File No. 333-282177
Dear Kelly J. Potes:
            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 Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Charlie Goode

CORRESP
1
filename1.htm

ChoiceOne Financial Services, Inc.

109 East Division

Sparta, Michigan 49345

(616) 887-7366

June 13, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Financial Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Madeleine Mateo

    Re:
    ChoiceOne Financial Services, Inc. (the "Registrant")

Registration Statement on Form S-3 (File No. 333-272337)

Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the "Securities Act"), the Registrant hereby requests that the effective date for the above-referenced
Registration Statement be accelerated so that it will be declared effective under the Securities Act at 9:00 a.m., Washington, D.C. time,
on June 20, 2023, or as soon thereafter as reasonably practicable.

The Registrant acknowledges that:

    1.
    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;

    2.
    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 adequacy and accuracy of the disclosure in the filing; and

    3.
    The Registrant 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.

[Remainder of the Page Intentionally Left Blank]

    Very truly yours,

    CHOICEONE FINANCIAL SERVICES, INC.

    By
    /s/ Kelly J. Potes

    Kelly J. Potes

    President and Chief Executive Officer

United States securities and exchange commission logo
June 12, 2023
Kelly J. Potes
Chief Executive Officer
ChoiceOne Financial Services, Inc.
109 East Division Street
Sparta, Michigan 49345
Re:ChoiceOne Financial Services, Inc.
Registration Statement on Form S-3
Filed June 1, 2023
File No. 333-272337
Dear Kelly J. Potes:
            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 Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Charlie Goode, Esq.

CORRESP
1
filename1.htm

ChoiceOne Financial Services, Inc.

109 East Division

Sparta, Michigan 49345

(616) 887-7366

April 29, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Financial Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: David Lin, Staff Attorney

    Re:
    ChoiceOne Financial Services, Inc. (the "Registrant")

Registration Statement on Form S-4 (File No. 333-237227)

Dear Mr. Lin:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Securities Act"), the Registrant hereby requests that the effective date
for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at
9:00 a.m., Washington, D.C. time, on May 1, 2020, or as soon thereafter as reasonably practicable.

The Registrant acknowledges that:

    1.
    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;

    2.
    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 adequacy and accuracy of the disclosure in the filing; and

    3.
    The Registrant 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.

[Remainder of the Page Intentionally Left Blank]

    Very truly yours,

    CHOICEONE FINANCIAL SERVICES, INC.

    By
    /s/ Kelly J. Potes

        Kelly J. Potes

        President and Chief Executive Officer

March 23, 2020
Kelly Potes
Chief Executive Officer
ChoiceOne Financial Services, Inc.
109 East Division
Sparta, MI 49345
Re:ChoiceOne Financial Services, Inc.
Registration Statement on Form S-4
Filed March 16, 2020
File No. 333-237227
Dear Mr. Potes:
            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 David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

August 5, 2019
Kelly Potes
Chief Executive Officer
ChoiceOne Financial Services, Inc.
109 East Division
Sparta, MI 49345
Re:ChoiceOne Financial Services, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed July 26, 2019
File No. 333-232157
Dear Mr. Potes:
            We have reviewed your amended 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our July 11, 2019 letter.
Amendment No. 1 to Form S-4
Summary Compensation Table
Compensation Overview, page 108
1.We note your revised disclosure in response to comment 5.  Please file the transition
agreement entered into with Mr. Cady and the employment agreement entered into with
Mr. Burke as exhibits to the registration statement.  Please also ensure that you have
included any other material contracts that should be provided pursuant to Item 601(b)(10)
of Regulation S-K.

 FirstName LastNameKelly Potes
 Comapany NameChoiceOne Financial Services, Inc.
 August 5, 2019 Page 2
 FirstName LastName
Kelly Potes
ChoiceOne Financial Services, Inc.
August 5, 2019
Page 2
            You may contact John Spitz at 202-551-3484 or Michael Volley at 202-551-3437 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Lin at 202-551-3552 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
1
filename1.htm

August 5, 2019

Securities and Exchange Commission

Division of Corporation Finance

Office of Financial Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Erin Purnell, Staff Attorney

    Re:

        Response to Comment on ChoiceOne Financial Services, Inc.’s

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

        Filed July 26, 2019

        File No. 333-232157

This letter, along with the Pre-Effective Amendment No. 2 (“Amendment
No. 2”) to Registration Statement on Form S-4, filed today with the Securities and Exchange Commission, provides ChoiceOne
Financial Services, Inc.’s (“ChoiceOne”) responses in reply to the Staff’s comment letter dated August
5, 2019 (the “Comment Letter”).

For your convenience, each of your comments in your Comment Letter
is set forth below in italicized print immediately prior to ChoiceOne’s response.

Amendment No. 1 to Form S-4

Summary Compensation Table

Compensation Overview, page 108

Comment #1:

We note your revised disclosure in response to comment 5. Please
file the transition agreement entered into with Mr. Cady and the employment agreement entered into with Mr. Burke as exhibits to
the registration statement. Please also ensure that you have included any other material contracts that should be provided pursuant
to Item 601(b)(10) of Regulation S-K.

Response:

Mr. Burke’s employment agreement has been filed as Exhibit
10.7, and Mr. Cady’s transition agreement has been filed as Exhibit 10.8, to the registration statement.

ChoiceOne’s management is available to discuss any of its
responses with you at your convenience. Should you have any questions or want to discuss these matters further, please feel free
to contact the undersigned by phone at (616) 887-6837 or by email at kpotes@choiceone.com.

Sincerely,

ChoiceOne Financial Services, Inc.

/s/ Kelly J. Potes

Kelly J. Potes

President and Chief Executive Officer

      2

CORRESP
1
filename1.htm

ChoiceOne Financial Services, Inc.

109 East Division

Sparta, Michigan 49345

(616) 887-7366

August 5, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Financial Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Erin Purnell, Staff Attorney

    Re:
    ChoiceOne Financial Services, In. (the "Registrant")

Registration Statement on Form S-4 (File No. 333-232157)

Dear Ms. Purnell:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Securities Act"), the Registrant hereby requests that the effective date
for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at
12:00 p.m., Washington, D.C. time, on August 7, 2019, or as soon thereafter as reasonably practicable.

The Registrant acknowledges that:

    1.
    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;

    2.
    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 adequacy and accuracy of the disclosure in the filing; and

    3.
    The Registrant 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.

[Remainder of the Page Intentionally Left Blank]

    Very truly yours,

    CHOICEONE FINANCIAL SERVICES, INC.

    By
    /s/ Kelly J. Potes

        Kelly J. Potes

        President and Chief Executive Officer

CORRESP
1
filename1.htm

July 26, 2019

Securities and Exchange Commission

Division of Corporation Finance

Office of Financial Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: David Lin, Staff Attorney

    Re:

        Responses to Comments on ChoiceOne Financial Services, Inc.’s

        Registration Statement on Form S-4

        Filed June 17, 2019

        File No. 333-232157

This letter, along with Pre-Effective Amendment No. 1 (“Amendment
No. 1”) to the above referenced Form S-4 Registration Statement (“Form S-4”) filed today with the Securities
and Exchange Commission, provides ChoiceOne Financial Services, Inc.’s (“ChoiceOne”) responses in reply to the
Staff’s comment letter dated July 11, 2019 (the “Comment Letter”).

For your convenience, each of your comments in your Comment Letter
is set forth below in italicized print immediately prior to ChoiceOne’s response.

Form S-4 filed June 17, 2019

General

Comment #1:

Please provide us supplementally with copies of any board books
or similar materials that the financial advisors presented to the ChoiceOne or County boards in connection with their fairness
opinions.

Response:

The materials prepared by Pro Bank Austin in connection with its
fairness opinion are being provided to the Staff under separate cover by counsel for ChoiceOne. The materials prepared by Boenning
and Scattergood, Inc. in connection with its fairness opinion are being provided to the Staff under separate cover by counsel for
County. These presentation materials will be submitted by counsel for each of ChoiceOne and County, respectively, on a confidential
and supplemental basis pursuant to Rule 12b-4 under the Securities Exchange Act of 1934 and Rule 418 under the Securities Act of
1933.  In accordance with such rules, each counsel is requesting that the materials be returned promptly following completion
of the Staff’s review.  By separate

letter, each counsel also is requesting confidential treatment of these materials
pursuant to the provisions of 17 C.F.R. Section 200.83.

The Merger

Background of the Merger, page 40

Comment #2:

You disclose that between February 12, 2019 and early March 2019,
the parties discussed and negotiated various terms of the merger agreement. Please revise to disclose in greater detail the terms
that were negotiated, revised and agreed upon. In particular, your revised disclosure should disclose and quantify, as applicable:

 · the price negotiations between ChoiceOne and County, including the exchange ratio and special dividend amounts; and

 · the “unresolved issues” discussed by the County board of directors on February 20, 2019.

Response:

The requested revisions have been included in the Form S-4, as follows.
See page 43 of Amendment No. 1.

On February 12, 2019, ChoiceOne provided an initial draft of
a definitive merger agreement to County. Among other terms, the initial draft included a proposed exchange ratio of 2.0051 and
a $0.50 per share special dividend to ChoiceOne shareholders.

On February 20, 2019, the County board of directors met to consider
the merger. At that meeting, a representative of Hunton Andrews Kurth LLP, legal counsel to County, discussed the terms of the
merger agreement and related transaction documents and the yet unresolved issues, including primarily the exchange ratio, the amount
of the potential special dividend to ChoiceOne shareholders, the method for determining the board composition of the combined company,
the senior executive officers of the combined company, the amount of the termination fee and a discussion of change in control
benefits. Also at the meeting, a representative of Boenning explained the financial aspects of the merger and summarized the strategic
and financial rationale in favor of the transaction for both parties and responded to questions by the County board of directors.

Subsequent to the February 20 meeting, County proposed to ChoiceOne
an exchange ratio of 2.0632, equating to 49.9% pro forma ownership for County shareholders (excluding outstanding ChoiceOne stock
options and restricted stock units), along with a

      2

special dividend to ChoiceOne shareholders of $0.30 per share. Over the next
several weeks, ChoiceOne and County, together with their legal and financial advisors, discussed and negotiated the various legal
and business terms of the merger agreement, its ancillary agreements (including voting agreements) and the contemplated transaction.
Various combinations of the exchange ratio and the amount of the special dividend were considered by the parties. In addition to
those two issues, which were the two most heavily negotiated items, the negotiations of the merger agreement primarily concentrated
on post-closing corporate governance matters, employment agreements with select individuals, the amount of the termination fee
payable by County in certain circumstances, the representations and warranties and covenants of the parties and the conditions
to closing the transaction. Multiple drafts of the merger agreement were exchanged and several negotiating sessions occurred.

In early March, ChoiceOne indicated that it could accept the
2.0632 exchange ratio if it were coupled with a special dividend of $0.75 per share. Shortly thereafter, the parties came to a
mutual agreement on the 2.0632 exchange ratio and a $0.60 per share special dividend. During the course of the next couple of weeks,
the parties and their respective legal counsel continued to negotiate other aspects of the merger agreement, including primarily
those referenced in the preceding paragraph.

ProBank Austin’s Compensation and Other Relationships with
ChoiceOne and County, page 56

Comment #3:

Please revise to quantify the fee that ChoiceOne paid to ProBank
Austin when it rendered its fairness opinion and the specific amount and percentage of the fee that is contingent upon completion
of the merger. Refer to Item 4(b) of Form S-4 and Item 1015(b)(4) of Regulation M-A.

Response:

The first paragraph under the sub-heading “ProBank Austin’s
Compensation and Other relationships with ChoiceOne and County” has been revised in the Form S-4 as follows. See page 56
of Amendment No. 1.

ChoiceOne has agreed to pay ProBank Austin customary fees for
its services as exclusive financial advisor in connection with the merger. ProBank Austin has acted exclusively for the ChoiceOne
Board in rendering this opinion and has received a fee from ChoiceOne in the amount of $50,000 for rendering such opinion.

      3

In addition,
ChoiceOne has paid ProBank Austin fees in the amount of $75,000 to date relating to its services as exclusive financial advisor
and, upon completion of the merger, will pay ProBank Austin additional fees in the amount of $575,000 relating to such services.

Board of Directors and Management Following the Merger, page
65

Comment #4:

We note your disclosure that Bruce J. Cady will serve as the
Vice Chairman of the board of directors of ChoiceOne after the merger. Please file the written consent of Mr. Cady as required
by Securities Act Rule 438.

Response:

A written consent for Mr. Cady has been filed with Amendment No.
1.

Certain Directors and Executive Officers of County Continuing
with ChoiceOne After the Merger, page 123

Comment #5:

Please provide the information required by Item 402 of Regulation
S-K for Mr. Cady and Mr. Burke. Refer to Item 18.(a)(7)(ii) of Form S-4.

Response:

ChoiceOne respectfully submits that Item 402 information for Messrs.
Cady and Burke should not be required under Form S-4 and Item 402. ChoiceOne acknowledges that Item 18(a)(7)(ii) of Form S-4 requires
Item 402 disclosure for individuals who will serve as directors and executive officers of the surviving company. However, Item
402 disclosure is required for “named executive officers” only. As County is not subject to SEC reporting requirements,
it has no “named executive officers” within the meaning of Item 402. As a result, Item 402 information for Messrs.
Cady and Burke should not be required under Form S-4 and Item 402.

Notwithstanding the foregoing, Item 402 information for Messrs.
Cady and Burke has been added to the Form S-4 under the heading “Executive Compensation.” See pages 102 through 104
of Amendment No. 1.

Exhibits

Comment #6:

Please have counsel remove the assumption on page 2 of Exhibit
5.1 that the Articles of Amendment will have become effective under the Michigan Business Corporation Act. It is not appropriate
for counsel to assume that the registrant is legally incorporated. For more information, refer to Section II.B.3.a. of Staff Legal
Bulletin No. 19.

      4

Response:

The language in counsel’s opinion to which the Staff refers
has been deleted and a revised Exhibit 5 opinion has been filed with Amendment No. 1.

Comment #7:

We note that the tax opinion filed as Exhibit 8.1 is a short-form
tax opinion. Please revise the tax disclosure in the proxy statement/prospectus to clearly state that the disclosure in the tax
consequences section of the proxy statement/prospectus is the opinion of the named counsel, or provide a long-form tax opinion.
For more information, refer to Section III.B. of Staff Legal Bulletin No. 19.

Response:

The following disclosure has been added to the Form S-4 under the
heading “Material U.S. Federal Income Tax Consequences. See page 88 of Amendment No. 1.

The preceding discussion constitutes the respective opinions
of Warner Norcross + Judd LLP, as legal counsel to ChoiceOne, and Hunton Andrews Kurth LLP, as legal counsel to County, as to the
material U.S. federal income tax consequences of the merger, as set forth in Exhibits 8.1 and 8.2 (subject to the qualifications
and assumptions therein) of the of the registration statement on Form S-4, of which this joint proxy statement and prospectus forms
a part.

Comment #8:

Refer to the following language in Exhibits 99.5 and 99.6: “.
. . we disclaim that we come within the category of persons whose consent is required under Section 7 of the Securities Act of
1933 . . . .” Please obtain and file revised consents that do not include this disclaimer. Please refer to Securities Act
Section 7(a).

Response:

Revised consents have been filed with Amendment No. 1 that do not
include such disclaimer.

      5

ChoiceOne’s management is available to discuss any of its
responses with you at your convenience. Should you have any questions or want to discuss these matters further, please feel free
to contact the undersigned by phone at (616) 887-6837, by fax at (616) 887-7990, or by email at kpotes@choiceone.com.

Sincerely,

ChoiceOne Financial Services, Inc.

/s/ Kelly J. Potes

Kelly J. Potes

President and Chief Executive Officer

      6

July 11, 2019
Kelly Potes
Chief Executive Officer
ChoiceOne Financial Services, Inc.
109 East Division
Sparta, MI 49345
Re:ChoiceOne Financial Services, Inc.
Registration Statement on Form S-4
Filed June 17, 2019
File No. 333-232157
Dear Mr. Potes:
            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 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 June 17, 2019
General
1.Please provide us supplementally with copies of any board books or similar materials that
the financial advisors presented to the ChoiceOne or County boards in connection with
their fairness opinions.

 FirstName LastNameKelly Potes
 Comapany NameChoiceOne Financial Services, Inc.
 July 11, 2019 Page 2
 FirstName LastName
Kelly Potes
ChoiceOne Financial Services, Inc.
July 11, 2019
Page 2
The Merger
Background of the Merger, page 40
2.You disclose that between February 12, 2019 and early March 2019, the parties discussed
and negotiated various terms of the merger agreement.  Please revise to disclose in greater
detail the terms that were negotiated, revised and agreed upon.  In particular, your revised
disclosure should disclose and quantify, as applicable:
•the price negotiations between ChoiceOne and County, including the exchange ratio
and special dividend amounts; and
•the “unresolved issues” discussed by the County board of directors on February 20,
2019.
ProBank Austin's Compensation and Other Relationships with ChoiceOne and County, page 56
3.Please revise to quantify the fee that ChoiceOne paid to ProBank Austin when it rendered
its fairness opinion and the specific amount and percentage of the fee that is contingent
upon completion of the merger. Refer to Item 4(b) of Form S-4 and Item 1015(b)(4) of
Regulation M-A.
Board of Directors and Management Following the Merger, page 65
4.We note your disclosure that Bruce J. Cady will serve as the Vice Chairman of the board
of directors of ChoiceOne after the merger.  Please file the written consent of Mr. Cady as
required by Securities Act Rule 438.
Certain Directors and Executive Officers of County Continuing with ChoiceOne After the
Merger, page 123
5.Please provide the information required by Item 402 of Regulation S-K for Mr. Cady and
Mr. Burke.  Refer to Item 18.(a)(7)(ii) of Form S-4.
Exhibits
6.Please have counsel remove the assumption on page 2 of Exhibit 5.1 that the Articles of
Amendment will have become effective under the Michigan Business Corporation Act.  It
is not appropriate for counsel to assume that the registrant is legally incorporated.  For
more information, refer to Section II.B.3.a. of Staff Legal Bulletin No. 19.
7.We note that the tax opinion filed as Exhibit 8.1 is a short-form tax opinion.  Please revise
the tax disclosure in the proxy statement/prospectus to clearly state that the disclosure in
the tax consequences section of the proxy statement/prospectus is the opinion of the
named counsel, or provide a long-form tax opinion. For more information, refer to Section
III.B. of Staff Legal Bulletin No. 19.

 FirstName LastNameKelly Potes
 Comapany NameChoiceOne Financial Services, Inc.
 July 11, 2019 Page 3
 FirstName LastName
Kelly Potes
ChoiceOne Financial Services, Inc.
July 11, 2019
Page 3
8.Refer to the following language in Exhibits 99.5 and 99.6: “. . . we disclaim that we come
within the category of persons whose consent is required under Section 7 of the Securities
Act of 1933 . . . .”  Please obtain and file revised consents that do not include this
disclaimer.  Please refer to Securities Act Section 7(a).
            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.
            You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Michael Volley,
Staff Accountant, at (202) 551-3437 if you have questions regarding comments on the financial
statements and related matters.  Please contact David Lin, Staff Attorney, at (202) 551-3552 or
Erin Purnell, Staff Attorney, at (202) 551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services