SecProbe.io

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 FIRST BUSINESS
FINANCIAL SERVICES, INC.
401 Charmany Drive
Madison, WI 53719
Ph: (608) 238-8008

 March 10, 2026

 VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, NE

 Washington, D.C. 20549

 RE: First Business Financial Services, Inc.
 (the "Company")
 Registration Statement on Form S-3
 File No. 333-293975

 Ladies and Gentlemen:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
Registration Statement be accelerated so that the same will become effective at 4:00 p.m., Washington, D.C. time, on March 13, 2026,
or as soon thereafter as is practicable.

 If you have any
questions concerning this request, please do not hesitate to contact the Company's outside counsel, C.J. Wauters, Godfrey &
Kahn, S.C., at (414) 287-9663.

 Very truly yours,

 FIRST BUSINESS FINANCIAL SERVICES, INC.

 /s/ Brian Spielmann

 Brian Spielmann

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 9, 2026

Corey A. Chambas
Chief Executive Officer
First Business Financial Services, Inc.
401 Charmany Drive
Madison, WI 53719

 Re: First Business Financial Services, Inc.
 Registration Statement on Form S-3
 Filed March 03, 2026
 File No. 333-293975
Dear Corey A. Chambas:

 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: C. J. Wauters
</TEXT>
</DOCUMENT>

January 23, 2025
Brian D. Spielmann
Chief Financial Officer
First Business Financial Services, Inc.
401 Charmany Drive
Madison, WI 53719
Re:First Business Financial Services, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-34095
Dear Brian D. Spielmann:
            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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January 21, 2025

Via EDGAR

Ms. Shannon Davis

Mr. John Spitz

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

RE: First Business Financial Services, Inc.

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

File No. 001-34095

Dear Ms. Davis and Mr. Spitz:

We appreciate you and Stephanie Sullivan for taking
the time to speak with our team on January 10, 2025 at 9:00 a.m. CST. This letter is a follow up to that conversation and to our correspondence
to you dated December 20, 2024 responding to the letter of the staff (the “Staff”) of the United States Securities and Exchange
Commission (the “Commission”) dated December 10, 2024, to First Business Financial Services, Inc. (the “Corporation”)
regarding the Corporation’s Annual Report on Form 10-K for fiscal year ended December 31, 2023 and Exhibit 99.1 to the Company’s
Form 8-K furnished to the Commission on October 24, 2024.

For your convenience, the comment provided by the
Staff in the December 10th comment letter is as follows:

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

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of

Operations

Results of Operations

Efficiency Ratio and Pre-Tax, Pre-Provision Adjusted Earnings,
page 37

Staff Comment:

We note your presentation of “pre-tax,
pre-provision adjusted return on average assets” on page 38, as well as in Exhibit 99.1 to your Form 8-K filed on October 24, 2024.
This measure appears to exclude normal recurring operating expenses given the provision for credit loss is a primary expense in the banking
industry. Please tell us how this measure is in accordance with Question 100.01 of the Division of Corporation Finance’s Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures and Rule 100(b) of Regulation G, or remove this measure from your future
filings.

* * * * *

In accordance with our discussion of January 10th,
management of the Corporation hereby confirms and agrees that the Corporation will discontinue the disclosure of or reference to the ratio
of Pre-Tax, Pre-Provision Adjusted Earnings to Average Assets, which the Corporation has historically referred to as “Pre-Tax, Pre-Provision
Adjusted ROAA,” in all future reports and other materials filed with or furnished to the SEC.

If you have any questions or require any additional
information, please advise us at your earliest convenience. You may reach me at 608-232-5977.

Sincerely,

First Business Financial Services, Inc.

By: /s/ Brian Spielmann

Name: Brian Spielmann

Its: Chief Financial Officer

cc:	          Godfrey & Kahn, S.C

C. J. Wauters Esq. (via e-mail: CWauters@gklaw.com)

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December 20, 2024

Via EDGAR

Ms. Davis and Mr. Spitz

Staff Accountant

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

RE: First Business Financial Services, Inc.

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

File No. 001-34095

Dear Ms. Davis and Mr. Spitz:

This letter responds to the letter of the staff (the
“Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated April 20, 2016, to
First Business Financial Services, Inc. (the “Corporation”) regarding the Corporation’s Annual Report on Form 10-K for
fiscal year ended December 31, 2023 (the “Form 10-K”) and Exhibit 99.1 to the Company’s Form 8-K furnished to the Commission
on October 24, 2024 (the “Form 8-K”).

This letter sets forth the comment provided by the
Staff in the comment letter and the Corporation’s response.

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

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of

Operations

Results of Operations

Efficiency Ratio and Pre-Tax, Pre-Provision Adjusted Earnings, page
37

Staff Comment:

We note your presentation of “pre-tax, pre-provision
adjusted return on average assets” on page 38, as well as in Exhibit 99.1 to your Form 8-K filed on October 24, 2024. This measure
appears to exclude normal recurring operating expenses given the provision for credit loss is a primary expense in the banking industry.
Please tell us how this measure is in accordance with Question 100.01 of the Division of Corporation Finance’s Compliance &
Disclosure Interpretations on Non-GAAP Financial Measures and Rule 100(b) of Regulation G, or remove this measure from your future filings.

Corporation Response:

Upon review, we understand that the narrative disclosure
for pre-tax, pre-provision adjusted return on average assets on page 37 of the Form 10-K may imply that provision for credit loss is a
one-time, non-recurring item. The description is intended to highlight that the direction and magnitude of provision for credit loss may
be inconsistent from period to period as can be observed with Corporation’s 2023 provision for credit losses versus our 2022 provision
for credit losses, where in 2022 we recognized a full-year net recovery.

The Corporation agrees that the provision for credit
losses is a part of recurring operations, and will revise the relevant disclosures in the Corporation’s Form 10-K for the period
ended December 31, 2024 (the “2024 Form 10-K”) and future periodic reports for clarity.

Specifically, the Corporation intends to replace the
pre-tax, pre-provision adjusted return on average assets metric with “pre-provision net revenue” (“PPNR”) adjusted
return on average assets in the 2024 Form 10-K and future periodic reports and earnings release materials. The Federal Reserve defined
PPNR in SR 14-3, “Supervisory Guidance on Dodd-Frank Act Corporation-Run Stress Testing for Banking Organizations with Total Consolidated
Assets of More Than $10 Billion but Less Than $50 Billion.” Bank regulatory agencies use PPNR as a measure of net revenues available
to absorb losses, including credit losses. Therefore, management closely monitors this non-GAAP financial measure and believes it is a
useful measure for readers of the Corporation’s financial statements. PPNR is defined in Footnote 9 of SR 14-3 as follows:

“The DFA stress test rules define PPNR as net interest
income plus non-interest income less non-interest expense. Non-operational or non-recurring income and expense items should be excluded.”

Management believes all items illustrated on page
38 of the Form 10-K are either non-operational or non-recurring and therefore can be adjusted from non-interest income and non-interest
expense in accordance with Item 10(e)(ii)(B) of Regulation S-K and Questions 100.01 and 102.03 of the Staff’s Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures and Rule 100(b) of Regulation G. The non-recurring items excluded from the measure in the
Form 10-K are the “Net gain (loss) on sale of securities” and “Bank-owned life insurance claim,” with all other
adjustments non-operational.

If you require any additional information on these
issues, or if the Corporation can provide you with any other information that will facilitate your continued review of this filing, please
advise us at your earliest convenience. You may reach me at 608-232-5977.

Sincerely,

First Business Financial Services, Inc.

By: /s/ Brian Spielmann

Name: Brian Spielmann

Its: Chief Financial Officer

cc: Godfrey & Kahn, S.C

C. J. Wauters Esq. (via e-mail: CWauters@gklaw.com)

December 10, 2024
Brian D. Spielmann
Chief Financial Officer
First Business Financial Services, Inc.
401 Charmany Drive
Madison, WI 53719
Re:First Business Financial Services, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-34095
Dear Brian D. Spielmann:
            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
this 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 Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Efficiency Ratio and Pre-Tax, Pre-Provision Adjusted Earnings, page 37
1.We note your presentation of “pre-tax, pre-provision adjusted return on average
assets” on page 38, as well as in Exhibit 99.1 to your Form 8-K filed on October 24,
2024. This measure appears to exclude normal recurring operating expenses given the
provision for credit loss is a primary expense in the banking industry. Please tell us
how this measure is in accordance with Question 100.01 of the Division of
Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures and Rule 100(b) of Regulation G, or remove this measure from
your future filings.
            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.

December 10, 2024
Page 2
            Please contact Shannon Davis at 202-551-6687 or John Spitz at 202-551-3484 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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FIRST BUSINESS
FINANCIAL SERVICES, INC.

401 Charmany Drive

Madison, WI 53719

Ph: (608) 238-8008

February 27, 2023

VIA EDGAR

United States Securities and Exchange
Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C.  20549

 RE: First
                                            Business Financial Services, Inc. (the “Company”)

                                            Registration Statement on Form S-3

                                            File No. 333-263296

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
Registration Statement be accelerated so that the same will become effective at 4:00 p.m., Washington, D.C. time, on March 2, 2023, or
as soon thereafter as is practicable.

If you have any
questions concerning this request, please do not hesitate to contact the Company’s outside counsel, C.J. Wauters, Godfrey &
Kahn, S.C., at (414) 287-9663.

    Very truly yours,

    FIRST BUSINESS FINANCIAL SERVICES, INC.

    /s/ Edward G. Sloane, Jr.

    Edward G. Sloane, Jr.

    Chief Financial Officer

United States securities and exchange commission logo
March 11, 2022
Edward G. Sloane, Jr.
Chief Financial Officer
First Business Financial Services, Inc.
401 Charmany Drive
Madison, Wisconsin 53719
Re:First Business Financial Services, Inc.
Registration Statement on Form S-3
Filed March 4, 2022
File No. 333-263296
Dear Mr. Sloane:
            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 John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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November 20, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attention:      David Lin

Re:         First Business Financial Services, Inc.

Request for Acceleration of Effectiveness of Form S-3

SEC File No. 333-221387 (“Registration Statement”)

Dear Mr. Lin:

On behalf of First Business Financial Services, Inc., as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement, as amended, be accelerated so that it will be declared effective at 3:00 p.m. (Washington, D.C. time) on Wednesday, November 22, 2017.

The staff should feel free to contact Robert M. Fleetwood of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-7329 with any questions or comments.

Very truly   yours,

First Business   Financial Services, Inc.

/s/ Edward G.   Sloan Jr.

Edward G.   Sloane, Jr

Chief Financial   Officer

Mail Stop 4720

November 16, 2017

Corey A. Chambas
Chief Executive Officer
First Business Financial Services, Inc.
401 Charmany Drive
Madison, WI 53719

Re: First Business Financial Services, Inc.
 Registration Statement on Form S-3
Filed November 7, 2017
 File No. 333 -221387

Dear Mr. Chambas :

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,

/s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Edward G. Sloane, Jr.
Robert M. Fleetwood, Esq.

July 8, 2013

Via E -mail
James Ropella
Chief Financial Officer
First Business Financial Services, Inc.
401 Charmany Drive
Madison, WI 53719

Re: First Business Financial Services, Inc.
Form 10 -K for the period ended December 31, 2012
Filed March  8, 2013
File No. 00 1-34095

Dear M r. Ropella :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Amit Pande

Amit Pande
Accounting Branch Chief

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		SEC Comment Letter Response 6.24.2013

July 5, 2013

VIA EDGAR

Securities Exchange Commission

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:  Amit Pande

Re:    First Business Financial Services, Inc.

Form 10-K for the period ended December 31, 2012

Filed March 8, 2013

File No. 001-34095

Dear Mr. Pande:

We are in receipt of your letter dated June 26, 2013 (the “Comment Letter”) concerning the above-captioned filing of First Business Financial Services, Inc. (the “Company”) and hereby submit the following responses to the comments contained therein.  To facilitate your review, we have repeated your comments below in bold italic type, followed by our responses.

December 31, 2012 Form 10-K

General

1.

 We note you present the non-GAAP measure core earnings throughout your filing and in other documents included in Form 8-K's.  Please revise future filings to change the name of this non-GAAP measure to more accurately reflect its content.  In this regard, the use of the word “core” implies you are referring to your most central or essential operations and results.  Removal of the provision for loan losses and other credit costs from net income to arrive at “core” earnings implies that credit losses are not an inherent part of your core operations.  Thus, we believe it would be appropriate to use a more descriptive title to describe this non-GAAP measure, perhaps eliminating the use of the word “core” in its entirety.

In future filings including reports on Forms 10-K, 10-Q and 8-K, the Company undertakes to refer to this non-GAAP measure as “Pre-tax adjusted earnings” and remove any additional references to the word “core” in disclosure discussing such non-GAAP measure.

Note 17 - Fair Value, Page 97

2.

 Considering the wide range of the unobservable inputs used for impaired loans disclosed on Page 98, please revise future filings to disclose the weighted average of the unobservable inputs.  Refer to ASC 820-10-55-103 for example disclosure.

Mr. Amit Pande

July 5, 2013

Page 2

The Company undertakes to include the weighted average of the unobservable inputs referenced above, as appropriate, in future filings.

*  * * * *

The Company hereby acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company believes the foregoing provides a complete response to the Comment Letter.  If you have questions regarding the foregoing or require any additional information, please feel free to contact me directly at (608) 232-5970 or jropella@firstbusiness.com.

Sincerely,

/s/ James F. Ropella

James F. Ropella

Senior Vice President & Chief Financial Officer

June 26, 2013

Via E -mail
James Ropella
Chief Financial Officer
First Business Financial Services, Inc.
401 Charmany Drive
Madison, WI 53719

Re: First Business Financial Services, Inc.
Form 10 -K for the period ended December 31, 2012
Filed March  8, 2013
File No. 00 1-34095

Dear M r. Ropella :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days  by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and ci rcumstances  please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

December 31, 2012 Form 10 -K

General

1. We note you present the non -GAAP measure core earnings throughout your filing and in
other documents included in Form 8 -K’s.  Please revise future filings to change the name
of this non -GAAP measure to more accurately reflect its content.  In this regard, the use
of the word “core” implies you are referring to  your most central or essential operations
and results.  Removal of the provision for loan losses and other credit costs from net
income to arrive at “core” earnings implies that credit losses are not an inherent part of
your core operations.  Thus, we bel ieve it would be appropriate to use a more descriptive
title to describe this non -GAAP measure, perhaps eliminating the use of the word "core"
in its entirety.

James Ropella
First Business Financial Services, Inc.
June 26, 2013
Page 2

 Note 17 – Fair Value, page 97

2. Considering the wide range of the unobservable inputs used for i mpaired loans disclosed
on page 98, please revise future filings to disclose the weighted average of the
unobservable inputs.  Refer to ASC 820 -10-55-103 for example disclosure.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Mike Volley  at 202-551-3437 or me at 202-551-3423  if you have any
questions.

Sincerely,

 /s/ Amit Pande

Amit Pande
Accounting Branch Chief

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FIRST BUSINESS FINANCIAL SERVICES, INC.

401 Charmany Drive

Madison, Wisconsin 53719

(608) 238-8008

December 3, 2012

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4561

Attention:  Ms. Jessica Livingston

Re:                             First Business Financial Services, Inc.

Request for Acceleration of Effectiveness of

Registration Statement on Form S-1 (File No. 333-184690)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933 (the “Securities Act”), First Business Financial Services, Inc., a Wisconsin corporation (the “Company”), respectfully requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated by the Securities and Exchange Commission (the “Commission”) so that the Registration Statement, as then amended, will become effective under the Securities Act at 3:00 p.m. (Eastern Standard Time) on December 4, 2012 or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Commission.

The undersigned officer of the Company, on behalf of the Company, 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 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.

We request that we be notified of such effectiveness by a telephone call to Robert M. Fleetwood of Barack Ferrazzano Kirschbaum & Nagelberg LLP at (312) 629-7329 or Brad A. Kopetsky at (312) 629-7312 and that such effectiveness also be confirmed in writing.

Very truly yours,

/s/ Barbara M. Conley

Barbara M. Conley

Senior Vice President and General Counsel

cc:

Mr. Robert M. Fleetwood

Mr. Brad A. Kopetsky

Barack Ferrazzano Kirschbaum & Nagelberg LLP

200 West Madison Street, Suite 3900

Chicago, Illinois 60606

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VIA EDGAR

December 3, 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: First Business Financial Services, Inc.

Registration Statement on Form S-1

File No. 333-184690

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise you that between November 30, 2012 and the date hereof 2,155 copies of the Preliminary Prospectus, dated  November 30, 2012, were distributed as follows: 30 to institutional investors; and 2,125 to individuals.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:00 p.m.  (Washington, D.C. time) on December 4, 2012 or as soon thereafter as practicable.

Very truly yours,

STIFEL, NICOLAUS & COMPANY, INCORPORATED

As Representative of the

Prospective Underwriters

By:

/s/   Justin Bowman

Name: Justin Bowman

Title: Managing Director

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BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP

200 WEST MADISON STREET, SUITE 3900

CHICAGO, ILLINOIS 60606

Telephone  (312) 984-3100

Facsimile  (312) 984-3150

November 30, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance
 U.S. Securities & Exchange Commission
 100 F Street, NE
 Washington, D.C.  20549

Attention:  Jessica Livingston

Re:

First Business Financial Services, Inc.

Registration Statement on Form S-1/A

Filed November 27, 2012

File No. 333-184690

Dear Ms. Livingston:

On behalf of First Business Financial Services, Inc. (the “Company”), we hereby submit the following responses to the comments contained in the letter from the staff of the Securities and Exchange Commission (the “Commission”), dated November 29, 2012, to Corey A. Chambas, President and Chief Executive Officer of the Company, with respect to the above-referenced filing.  Today, the Company filed, via EDGAR, Amendment No. 2 to Form S-1 that contains the Company’s responses to the staff’s comments.

Please note the numbered items below correspond to the number of the corresponding comment (set forth in bold italics below) from the comment letter.

Prospectus Cover Page

1.              Revise the first paragraph to disclose that this is the company’s first registered public offering. Alternately, indicate in the first paragraph of the Summary.

The Company added disclosure on page 1 of the prospectus to indicate that this is the Company’s first underwritten registered public offering.

2.              Revise to name the lead underwriter. See Item 501(b)(8) of Regulation S-K.

The Company added a caption under “Stifel Nicolaus Weisels” on the cover of the prospectus indicating that it is the “Sole Book-Running Manager”.  Additionally, in the “Underwriting” section on page 100, it is noted that Stifel, Nicolaus & Company, Incorporated is the representative of the underwriters pursuant to the underwriting agreement, a form of which was filed with Amendment No.1 to Form S-1.

Prospectus Summary, page 1

3.              Revise to disclose whether officers and directors currently intend to purchase shares in the offering, and, if so, will they maintain their 16% stake. If it is expected their combined stake will be increased or decreased, so state.

The Company added the requested disclosure on page 6 of the prospectus.

*     *     *     *     *

The Company believes the foregoing provides a complete response to the staff’s letter dated November 29, 2012.  We greatly appreciate your prompt review of and assistance with this response.  Please contact me as soon as possible if you have any questions or require any additional information.

Very   truly yours,

/s/   Robert M. Fleetwood

Robert   M. Fleetwood

Enclosures

cc:                                Corey A. Chambas, First Business Financial Services, Inc.

Barbara M. Conley, First Business Financial Services, Inc.

2

November 29, 2012

Via E -mail
Corey A. Chambas
President and Chief Executive Officer
First Business Financial Services, Inc .
401 Charmany Drive
Madison, Wisconsin 53719

Re:  First Business Financial Services, I nc.
Registration Statement on Form S -1/A
Filed November 27 , 2012
  File No. 333 -184690

Dear Mr.  Chambas :

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
circums tances 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.

Prospectus Cover Page

1. Revise the first paragraph to disclose that this is the company’s first registered public
offering. Alternately, indicate in the first paragraph of the Summary.

2. Revise to name the lead underwriter. See Item 501(b)(8) of Regulation S-K.

Prospectus Summary , page 1

3. Revise to disclose whether officers and directors currently intend to purchase shares in the
offering, and, if so, will they maintain their 16% stake. If it is expected their combined stake
will be increased or decreased, so state.

First Business Financial Services, Inc .
Corey A. Chambas
November  29, 2012
 Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the  company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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 foreclos e 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 ad equacy 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 Unit ed 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 Jessica Livingston at 202-551-3448  or me at  202-551-3434 with any
other questions.

Sincerely,

 /s/ Michael R. Clampitt

Michael Clampitt
Senior Counsel

CORRESP
1
filename1.htm

BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP

200 WEST MADISON STREET, SUITE 3900

CHICAGO, ILLINOIS 60606

Telephone  (312) 984-3100

Facsimile  (312) 984-3150

November 26, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance
 U.S. Securities & Exchange Commission
 100 F Street, NE
 Washington, D.C.  20549

Attention: Jessica Livingston

Re:                             First Business Financial Services, Inc.
 Registration Statement on Form S-1
 Filed November 1, 2012
 File No. 333-184690

Dear Ms. Livingston:

On behalf of First Business Financial Services, Inc. (the “Company”), we hereby submit the following responses to the comments contained in the letter from the staff of the Securities and Exchange Commission (the “Commission”), dated November 19, 2012, to Corey A. Chambas, President and Chief Executive Officer of the Company, with respect to the above-referenced filing.  For your convenience, enclosed is a copy of Amendment No. 1 to Form S-1 (“Amendment No. 1”) that is being filed with the Commission today, which has been marked to show changes against the related disclosures contained in the initial S-1 filing.

Please note the numbered items below correspond to the number of the corresponding comment (set forth in bold italics below) from the comment letter.  Unless otherwise indicated, page references in our responses correspond to the pages in Amendment No. 1.

General

1.              As far as practicable, please fill-in all blanks in the next amendment.

The Company believes that all remaining blanks in the Amendment No. 1 are contingent on the Company establishing the number of shares to be offered and the final pricing of the shares in the offering.  The remaining blanks regarding share numbers will be completed in a future amendment that includes the preliminary prospectus that will be initially used for marketing the offering (except for those blanks that cannot be completed until the offering has priced and thus will not be filled in until the final prospectus).

Prospectus Cover Page

2.              Revise to state that this is your initial public offering and confirm that no distribution of the Prospectus will be made until the number of shares is included.

1

As we discussed with the staff on November 21, 2012, because, among other things, the Company is subject to reporting under the Securities Exchange Act of 1934, the Company’s common stock is listed on the Nasdaq Global Market, and the Company has effective Form S-8 Registration Statements on file with the Commission, we do not believe that it is accurate to refer to this offering as the Company’s “initial public offering.”  With the staff’s agreement, we have not included that terminology on the cover page of the prospectus.  The Company will complete the blanks regarding the number of shares to be offered prior to distributing the preliminary prospectus used for marketing the offering.

3.              Revise the cover page to state the firm commitment nature of the underwriting arrangements.

As we discussed with the staff on November 21, 2012, we believe that the Underwriting section in the prospectus (see pages 99-102) clearly sets forth the firm commitment nature of the underwriting arrangement and that the disclosure provided on the cover page of the Prospectus complies with Form S-1, particularly Item 502 of Regulation S-K.  With the staff’s agreement, we have not included additional information regarding the underwriting arrangement to the cover page of the prospectus.

Prospectus Summary
 General

4.              Revise to add demographic and economic data from your market area, such as, commercial vacancy rates and their trend, unemployment trends, etc.

In response to the staff’s comment, the Company added a new subsection entitled “Our Market Area” to the “Prospectus Summary” in Amendment No. 1 (see pages 4-5).

Our Business Lines, page 1

5.              Revise to disclose, where applicable, the percentage of total loans that each line comprises.

The Company revised the disclosure in this section in response to the staff’s comments. Please refer to the amended disclosure contained in Amendment No. 1 (see pages 1-2 and 71-72).

The Offering, page 7

6.              Revise to disclose the percentage of shares being offered to those outstanding.

The Company revised the disclosure in this section in response to the staff’s comments. Please refer to the amended disclosure contained in Amendment No. 1 (see page 9).

7.              Revise to clearly state the approximate dollar amount to be repaid on the 2018 Subordinated Debt. Make corresponding changes throughout the Prospectus.

2

The Company revised the disclosure in this section in response to the staff’s comments. Please refer to the amended disclosure contained in Amendment No. 1 (see pages 9 and 31).

Use of Proceeds, page 29

8.              Revise to disclose the interest rate on the subordinated debt to be repaid.

The Company revised the disclosure in this section in response to the staff’s comments. Please refer to the amended disclosure contained in Amendment No. 1 (see pages 9 and 31).

Underwriting, page 97

9.              Provide the itemized underwriting expense disclosure required by Item 511 of Regulation S-K.

The Company added the detailed estimate of expenses in Item 2 of Part II to Amendment No. 1 and inserted the estimate of expenses into the “Underwriting” section of the prospectus (see page 100).

Part II. Exhibits

10.       We note that the identification of the certifying individuals at the beginning of Exhibits 31.1 and 31.2 as required by Exchange Act Rule 13a-14(a) also includes the titles of the certifying individuals. In future filings, the identification of the certifying individuals at the beginning of the certifications should be revised so as not to include the individual’s title.

The Company has represented to us that certifying individuals’ titles will not be included in the beginning of the certifications filed as Exhibits 31.1 and 31.2 in the Company’s future filings.

11.       Please file the excluded exhibits, including the legal opinion, as we may have comments.

The Company has filed the excluded exhibits, including the form of underwriting agreement and legality opinion as Exhibits 1.1 and 5.1, respectively, to Amendment No. 1 in response to the staff’s comments.

Form 10-K

Item 1. Business, page 4

12.       In future filings include a discussion of your market area that includes material demographic information, such as population trends regarding growth, age and per capita income, and name the major employers and the primary types of employment in your market area.

3

The Company has represented to us that it will include in future Form 10-K reports a discussion of the Company’s market areas that includes material demographic material.  The anticipated disclosure will be similar to the added disclosure to the Amendment No. 1 in response to the staff’s comment No. 4.

13.       In future filings disclose here or in your MD&A the risks inherent in your various loan types, noting which are at higher risk.

The Company has represented to us that it will include in Part I Item 1. Business of future Form 10-K reports a discussion of the risks inherent in the various loan types.

Item 13: Certain Relationships and Related Transactions

14.       In future filings, revise the disclosure to state, if true, that all loans were made in the ordinary course of business and on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to the lender.  For the updated disclosure requirements, refer to Instruction 4(c) to Item 404(a) of Regulation S-K.

The Company has represented to us that it will include in future filings the required disclosure of Item 404(a) of Regulation S-K.

15.       Advise us whether you could have made the Item 404(a) disclosure cited above in your 2011 10-K filing. If not, amend.

The Company has represented to us that it could have made the Item 404(a) disclosure cited above in the staff’s comment No. 14 in the Company’s Form 10-K filing for the year ended December 31, 2011.

*     *     *     *     *

4

The Company believes the foregoing provides a complete response to the staff’s letter dated November 19, 2012.  The Company would like to be in a position to begin marketing its stock offering on December 3, 2012, although the timing of the marketing process will be dependent economic and market conditions.  Accordingly, we greatly appreciate your prompt review of and assistance with this response.  Please contact me as soon as possible if you have any questions or require any additional information.

Very   truly yours,

/s/   ROBERT M. FLEETWOOD

Robert   M. Fleetwood

Enclosures

cc:                                Corey A. Chambas, First Business Financial Services, Inc.

Barbara M. Conley, First Business Financial Services, Inc.

5

November 19, 2012

Via E -mail
Corey A. Chambas
President and Chief Executive Officer
First Business Financial Services, Inc .
401 Charmany Drive
Madison, Wisconsin 53719

Re:  First Business Financial Services, I nc.
Registration Statement on Form S -1
Filed November 1 , 2012
  File No. 333 -184690

Dear Mr.  Chambas :

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
circumstan ces 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-1
General

1. As far as practicable, please fill -in all blanks in the next amendment.

Prospectus Cover Page

2. Revise to s tate that this is your initial public offering and confirm that no distribution of the
Prospectus will be made until the number of shares is included.

3. Revise the cover page to state the firm commitment nature of the underwrit ing arrangements.

First Business Financial Services, Inc .
Corey A. Chambas
November  19, 2012
 Page 2

 Prospectus Summary
General

4. Revise to add demographic and economic data from your market area, such as, commercial
vacancy rates and their trend, unemployment trends, etc.

Our Business Lines, page 1

5. Revise to disclose, where applicable, the percentag e of total loans that  each line  comprises.

The Offering, page 7

6. Revise to disclose the percentage of shares being offered to those outstanding.

7. Revise to clearly state the approximate dollar amount to be repaid on the 2018 Subordinated
Debt. Make corresponding changes thr oughout the Prospectus.

Use of Proceeds, page 29

8. Revise to disclose the interest rate on the subordinated debt to be repaid.

Underwriting, page 97

9. Provide the itemized underwriting expense disclosure required by Item 511 of Regulation S -
K.

Part II. Exhibits
10. We note that the identification of the certifying individuals at the beginning of Exhibits 31.2
and 31.2 as required by Exchange Act Rule 13a -14(a) also includes the titles of the certifying
individuals.   In future filings, the identification of the certifying individuals at the beginning
of the certifications should be revised so as not to include the individual’s title.

11. Please file the excluded exhibits,  including the legal opinion,  as we may have comments.

Form 10 -K

Item 1. Business, page 4
12. In future filings include a discussion of your market area that includes material demographic
information, such as population trends regarding growth, age and per capita income, and
name the major employers and the primary types of employment in your marke t area.

First Business Financial Services, Inc .
Corey A. Chambas
November  19, 2012
 Page 3

 13. In future filings disclose here or in your MD&A the risks inherent in your various loan types,
noting which are  at higher risk.

Item 13:  Certain Relationships and Related Transactions

14. In future filings, revise the disclosure to state, if true, that all loans were made in the ordinary
course of business and on substantially the same terms, including interest rate and collateral,
as those prevailing at the time for comparable loans with persons not related to the lender .
For the updated disclosure  requirements, refer to Instruction 4(c) to Item 404(a) of
Regulation S -K.

15. Advise us whether you could have made the Item 404(a) disclosure cited above in your 2011
10-K filing.  If not, amend.

We urge all persons who are responsible for the accuracy a nd adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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 ef fective, 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 f ull 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 federa l
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.

First Business Financial Services, Inc .
Corey A. Chambas
November  19, 2012
 Page 4

 You may contact Jessica Livingston at 202-551-3448  or me at  202-551-3434 with any
other questions.

Sincerely,

 /s/ Mi chael  R. Clampitt

Michael Clampitt
Senior Counsel