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 Fulton Financial Corporation
 One Penn Square P.O. Box 4887
 Lancaster, Pennsylvania 17604
 December 22, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division
of Corporate Finance 100 F Street, NE Washington, DC, 20549
 Attn: Robert Arzonetti

 Re:
 Fulton Financial Corporation

  
 Acceleration Request

  
 Registration Statement on Form S-4/A

  
 File No. 333-292122
 Ladies and Gentlemen: Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, and in connection with the above-referenced Registration Statement (the “ Registration Statement ”), Fulton Financial Corporation, a Pennsylvania
corporation (the “ Company ”), hereby respectfully requests that the U.S. Securities and Exchange Commission (the “ Commission ”) declare the Registration Statement effective on December 23, 2025, at 4:00 p.m.,
Eastern Time, or as soon thereafter as practicable. The Company hereby authorizes Shawn M. Turner of Holland & Knight LLP,
attorney for the Company, to orally modify or withdraw this request for acceleration. Please provide a copy of the Commission’s
order declaring the Registration Statement effective to Shawn M. Turner, Holland & Knight LLP, 800 17th Street N.W., Suite 1100, Washington, DC 20006.
 If you have any questions regarding this request, please telephone Shawn M. Turner at (303) 974-6645
or, in his absence, Mary Ellen Stanley at (214) 964-9446 at the law firm of Holland & Knight LLP.

 Very truly yours,

 /s/ Natasha R. Luddington

 Natasha R. Luddington

 Senior Executive Vice President, Chief Legal Officer and Corporate Secretary

 cc:
 Natasha R. Luddington
 (Fulton Financial Corporation)
 Shawn M. Turner
 (Holland & Knight LLP)
 Mary Ellen Stanley
 (Holland & Knight LLP)
 1

July 11, 2024
Beth Ann L. Chivinski
Interim Chief Financial Officer
Fulton Financial Corporation
One Penn Square, P.O. Box 4887
Lancaster, PA 17604
Re:Fulton Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-39680
Dear Beth Ann L. Chivinski:
            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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  One Penn Square, Lancaster, PA 17602      July 2, 2024      VIA EDGAR    U.S. Securities and Exchange Commission  Division of Corporation Finance  Office of Finance  100 F Street, N.E.  Washington, D.C. 20549    Re:   Fulton Financial Corporation           Form 10-K for Fiscal Year Ended December 31, 2023            File No. 001-39680     Ladies & Gentlemen:    We are in receipt of your letter from the staff (the “Staff”) of the Securities and Exchange Commission  (the “Commission”), dated June 28, 2024 (the “Comment Letter”), to Ms. Beth Ann L. Chivinski, Senior  Executive Vice President and Interim Chief Financial Officer of Fulton Financial Corporation (the  “Company”), with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2023, and  hereby submit the following responses to the comments contained in such Comment Letter. For the  convenience of the Staff’s review, we have set forth the comments contained in the Comment Letter in  bold italics followed by the Company’s responses.    Form 10-K for the Fiscal Year Ended December 31, 2023    Financial Condition - Loans, page 54    1. We note from your tabular disclosure that real estate - commercial mortgage loans represent your  largest loan concentration at December 31, 2023 and 2022, and also note from the tabular disclosure  on page 55 that real estate represents the largest industry concentration within your commercial  mortgage and commercial and industrial loan portfolios. We further note your disclosure on page 24  that these loans may pose increased credit risk and are secured by both owner-occupied and non- owner-occupied commercial real estate. Noting the detailed disclosure provided in Exhibit 99.2 to  your Form 8-K filed on April 16, 2024 which provides additional quantitative information about the  composition of your real estate commercial office and multi-family loans, please revise your future  periodic filings to further disaggregate the composition of your total real estate - commercial  mortgage loan portfolio at each period end to more clearly disclose material geographic and other  concentrations to the extent material to an investor’s understanding of credit risk in this loan  portfolio. Relevant other concentrations could include disaggregated disclosure by  borrower/collateral type (e.g., office, hotel, retail, etc.), owner-occupied and non-owner-occupied,  and an average and range of loan-to-value ratios.

One Penn Square, Lancaster, PA  Company Response: The Company acknowledges the Staff’s comment and confirms it will revise its  disclosures in future filings as requested, including further disaggregation of the composition of the  Company’s total real estate – commercial mortgage loan portfolio at the end of each reporting period to  more clearly disclose material geographic and other relevant concentrations to the extent material to an  investor’s understanding of credit risk in this loan portfolio.    Item 1A. Risk Factors, page 24    2. In addition, we note your disclosure on page 24 that negative developments in the commercial real  estate market could result in an increase in non-performing loans, the need for you to increase the  provision for loan losses and an increase in charge-offs, all of which could have a material adverse  effect on your business, financial condition and results of operations. You also disclose factors such  as the increased prevalence of remote and hybrid working arrangements as a result of COVID-19 and  its impact on demand for commercial office space along with recent increases in the level of interest  rates that may make it difficult for commercial real estate borrowers to refinance or repay maturing  loans. Please revise your future periodic filings to disclose if you have incorporated any specific risk  management policies, procedures or other actions to address the current commercial real estate  lending environment.    Company Response: The Company acknowledges the Staff’s comment and confirms it will revise its  disclosures in future filings as requested, including a discussion of the Company’s specific risk  management policies, procedures and other actions undertaken by management to address the current  commercial real estate lending environment.    The Company believes the foregoing provides a complete response to the Comment Letter. Please contact  me directly at (717) 291-2689 if you have any questions or require any additional information.      Very truly yours,    Fulton Financial Corporation    /s/ Beth Ann L. Chivinski    Beth Ann L. Chivinski  Senior Executive Vice President and Interim Chief Financial Officer

United States securities and exchange commission logo
June 28, 2024
Beth Ann L. Chivinski
Interim Chief Financial Officer
Fulton Financial Corporation
One Penn Square, P.O. Box 4887
Lancaster, PA 17604
Re:Fulton Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-39680
Dear Beth Ann L. Chivinski:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            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 Fiscal Year Ended December 31, 2023
Financial Condition
Loans, page 54
1.We note from your tabular disclosure that real estate - commercial mortgage loans
represent your largest loan concentration at December 31, 2023 and 2022, and also note
from the tabular disclosure on page 55 that real estate represents the largest industry
concentration within your commercial mortgage and commercial and industrial loan
portfolios. We further note your disclosure on page 24 that these loans may pose increased
credit risk and are secured by both owner-occupied and non-owner-occupied commercial
real estate.   Noting the detailed disclosure provided in Exhibit 99.2 to your Form 8-K
filed on April 16, 2024 which provides additional quantitative information about the
composition of your real estate commercial office and multi-family loans, please revise
your future periodic filings to further disaggregate the composition of your total real estate
- commercial mortgage loan portfolio at each period end to more clearly disclose material
geographic and other concentrations to the extent material to an investor’s understanding
of credit risk in this loan portfolio. Relevant other concentrations could include

 FirstName LastNameBeth Ann L.  Chivinski
 Comapany NameFulton Financial Corporation
 June 28, 2024 Page 2
 FirstName LastName
Beth Ann L.  Chivinski
Fulton Financial Corporation
June 28, 2024
Page 2
disaggregated disclosure by borrower/collateral type (e.g., office, hotel, retail, etc.),
owner-occupied and non-owner-occupied, and an average and range of loan-to-value
ratios.
2.In addition, we note your disclosure on page 24 that negative developments in the
commercial real estate market could result in an increase in non-performing loans, the
need for you to increase the provision for loan losses and an increase in charge-offs, all of
which could have a material adverse effect on your business, financial condition and
results of operations. You also disclose factors such as the increased prevalence of remote
and hybrid working arrangements as a result of COVID-19 and its impact on demand for
commercial office space along with recent increases in the level of interest rates that may
make it difficult for commercial real estate borrowers to refinance or repay maturing
loans. Please revise your future periodic filings to disclose if you have incorporated
any specific risk management policies, procedures or other actions to address the current
commercial real estate lending environment.
            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 John Spitz at 202-551-3484 or Amit Pande at 202-551-3423 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
May 3, 2022
Natasha R. Luddington
Chief Legal Officer and Corporate Secretary
Fulton Financial Corporation
One Penn Square
P.O. Box 4887
Lancaster, PA 17604
Re:Fulton Financial Corporation
Registration Statement on Form S-4
Filed April 21, 2022
File No. 333-264399
Dear Ms. Luddington:
            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 Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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CORRESP

 DANIEL R. STOLZER

EXECUTIVE VICE PRESIDENT

AND SENIOR COUNSEL

ONE PENN SQUARE, LANCASTER, PA 17602

PHONE: 717.672.2089 EMAIL: DSTOLZER@FULT.COM

 May 3, 2022

 Via Edgar

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn: David Gessert

Re:
 Fulton Financial Corporation

 Form S-4 Registration Statement

 File No. 333-264399

Dear Mr. Gessert:

 Pursuant to Rule 461 of the
Commission’s rules, Fulton Financial Corporation (“Fulton”) hereby requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement so that the Registration Statement would become effective at
5:00 p.m. on Thursday, May 5, 2022, or as soon after your receipt of our filing as practicable.

 Fulton understands 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 contact the undersigned at (717) 672-2089 or Kimberly J. Decker, of Barley Snyder, LLP, at (717) 399-1506, with any questions you may
have concerning this request.

Sincerely,

 /s/ Daniel R. Stolzer

Daniel R. Stolzer

cc:
 Kimberly J. Decker, Barley Snyder, LLP

 Natasha R. Luddington, SEVP, Chief Legal Officer and Corporate Secretary,

 Fulton Financial Corporation

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 126 East King Street

 Lancaster, Pennsylvania
17602

 Tel (717) 299-5201 Fax (717) 291-4660

www.barley.com

 Kimberly J. Decker, Esquire

Direct Dial Number: 717-399-1506

E-mail: kdecker@barley.com

 April 20, 2022

Securities & Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

 Attn: Filing Desk

Re:
 Fulton Financial Corporation (Commission File No. 001-39680)

 Registration Statement on Form S-4

Ladies and Gentlemen:

 On behalf of Fulton
Financial Corporation (“Fulton”), we transmit for filing, pursuant to the Securities Act of 1933, as amended, and Rule 101 of Regulation S-T under the Securities Exchange Act of 1934, as
amended, a Registration Statement on Form S-4. Please transmit a confirmation of the receipt of this transmission. The filing fee for the Registration Statement has been paid previously by wire transfer
pursuant to the requirements of Regulation S-T. We note that both Fulton and Prudential are “S-3 eligible” filers for purposes of determining the type and
extent of disclosure required in the Registration Statement. In addition, we note that Prudential is a “smaller reporting company”.

The enclosed Registration Statement relates to the proposed acquisition by Fulton, a Pennsylvania corporation and financial holding company
regulated by the Board of Governors of the Federal Reserve System for regulatory purposes, of all of the outstanding shares of common stock of Prudential Bancorp, Inc. (“Prudential”), a Pennsylvania corporation and a bank holding
company for regulatory purposes, pursuant to an Agreement and Plan of Merger (the “Agreement”) entered into by Fulton and Prudential, dated March 1, 2022. The Agreement provides that Prudential will merge with and into Fulton
with each share of Prudential common stock that is outstanding at the effective time being converted into (a) $3.65 in cash and (b) 0.7974 shares of Fulton Common Stock. Outstanding options will be cashed out in an amount equal to the positive
difference, if any, between the exercise price of the option and $18.25.

 Fulton Bank, National Association, the wholly-owned national
bank subsidiary of Fulton, and Prudential Bank, the wholly-owned state-chartered bank subsidiary of Prudential, simultaneously entered into a Bank Merger Agreement, dated March 1, 2022, pursuant to which Fulton Bank, National Association and
Prudential Bank will be combined in a statutory merger under the provisions of the Pennsylvania Banking Code of 1965 and the Bank Merger Act (Section 18(c) of the Federal Deposit Insurance Act), with Fulton Bank, National Association surviving the
bank merger.

 Barley Snyder

 Lancaster • York • Reading • Hanover • Malvern • Hunt Valley

 We also note that, pursuant to Rule 14a-21(c),
Prudential is required to hold a separate shareholder advisory vote to approve any agreements or understandings and compensation that must be disclosed pursuant to Item 402(t) of Regulation S-K.

Fulton and Prudential wish to mail the proxy statement/prospectus included in the Registration Statement to Prudential’s shareholders to
seek approval of the Merger shortly after effectiveness of the Registration Statement in anticipation of a June 15, 2022 special meeting of the shareholders of Prudential. Closing would occur shortly after approval of the Merger by
Prudential’s shareholders or, if later, shortly after all required bank regulatory approvals are received. Because the parties wish to close the transaction by the third quarter of 2022, we would appreciate receiving any comments the Commission
may have on the enclosed Registration Statement as soon as possible.

 Please call the undersigned if you have any questions in connection
with this matter.

Very truly yours,

/s/ Kimberly J. Decker

Kimberly J. Decker

 KJD:

 CC (via email):

 Natasha R. Luddington, Esq., Senior Executive Vice President, Chief Legal Officer and Corporate Secretary

Daniel R. Stolzer, Esq., Executive Vice President and Senior Counsel

Paul G. Mattaini, Esq.

 Philip R.
Bevan, Esq.

 Page 2

May 31, 2012

Via E -mail
Charles Nugent
Chief Financial Officer
Fulton Financial Corporation
One Penn Square
P.O. Box 4887
Lancaster, PA 17604

Re: Fulton Financial Corporation
Form 10 -K for the Fiscal Year ended December 31, 2011
Filed February 29, 2012
File No. 000 -10587

Dear Mr. Nugent :

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 s 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 s to be certain that the filing s include 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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		CORRESPONDENCE MAY 2012

(717) 291-2473

May 16, 2012

Mr. Amit Pande

Accounting Branch Chief

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: Fulton Financial Corporation

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 29, 2012

File No. 000-10587

Dear Mr. Pande:

Fulton Financial Corporation (the “Company”) submits this letter in response to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated May 3, 2012 relating to the above-referenced filings.  In this letter, we have recited the comments from the staff in bold type and have followed each comment with the Company's response.

Form 10-K for the Fiscal Year Ended December 31, 2011

Management's Discussion and Analysis of Financial Condition and Results of Operations

Provision and Allowance for Credit Losses, page 31

1.

 Please tell us and revise your disclosure on page 35 to clarify why the $55.5 million of accruing TDRs described in footnote 3 to the non-accrual and past due loans and OREO table is different from the $66.1 million of accruing TDR's as of December 31, 2011 described in the TDR table at the bottom of the page.

Response - The $55.5 million of TDR's disclosed in footnote 3 to the non-accrual and past due loans and OREO table excludes $10.7 million of TDR's which are not disclosed as impaired loans, based on the following guidance from ASC 310-40-50-2:

50-2 Information about an impaired loan that has been restructured in a troubled debt restructuring involving a modification of terms need not be included in the disclosures required by paragraphs 310-10-50-15(a) and 310-10-50-15(c)in years after the restructuring if both of the following conditions exist:

a. The restructuring agreement specifies an interest rate equal to or greater than the rate that the creditor was willing to accept at the time of the restructuring  for a new loan with comparable risk.

b. The loan is not impaired based on the terms specified by the restructuring agreement.

The guidance provided in ASC 310-40-50-2 refers to the disclosures required in the “Impaired Loans” table on page 77 in Note D - Loans and Allowance for Credit Losses; however, the Company concluded that such guidance should be consistently applied to other disclosures.

In light of your comment, the Company acknowledges that the presentation may be confusing. In future filings all TDR's will be included in the Impaired Loans table and in related disclosures. With this change, there will no longer be any difference between accruing TDR's and the amount disclosed in footnote 3 to the non-accrual and past due loans and OREO table.

Note A - Summary of Significant Accounting Policies - Allowance for Credit Losses, page 63

2.

 On page 64, you disclose that only impaired TDRs are evaluated for impairment under ASC 310-10-35. We believe the guidance in ASC 310 indicates that a TDR is always considered impaired and therefore impairment should be measured individually using the guidance in ASC 310-10-35 for all TDRs. Please tell us the amount of TDRs not evaluated for impairment under ASC 310-10-35 at December 31, 2011 and the impact on your financial statements if you measured impairment on these loans using the guidance in ASC 310-10-35.

Response - As discussed in the response to comment '1' above, approximately $10.7 million of the total $98.8 million of TDR's are not disclosed as impaired loans, based on the Company's interpretation of the guidance provided by ASC 310-40-50-2. These loans, however, have been measured for impairment using the guidance in ASC 310-10-35, so there is no impact on the financial statements.

As noted above, in future filings, all TDR's will be included in the Impaired Loans table and in related disclosures.

3.

 You disclose that prior to April 1, 2011 you evaluated impaired loans for impairment every 12 months or, if necessary, on a more frequent basis based on significant changes in expected future cash flows or significant changes in collateral values.

a.

 Please provide us additional details regarding your controls and procedures under your prior methodology to measure impairment under ASC 310-10 at each quarter end.

Response - The controls and procedures used to measure impairment under ASC 310-10 at each quarter end are generally consistent under both the Company's new and prior methodologies. The most significant difference between the two methodologies is the number of loans that are evaluated for impairment and the frequency with which such evaluations are completed. Under the prior methodology, all loans with an internal risk rating of “substandard” or lower were evaluated for impairment under ASC 310-10. Under the new methodology, only non-accrual loans and accruing TDR's are evaluated for impairment under ASC 310-10.

Under the prior methodology and continuing with the new methodology, the Company uses a risk rating system, which assigns a rating to each loan on a scale of 1-9, with 1 representing an “excellent” credit, for borrowers of unquestionable financial strength, and 9 representing a “loss” credit, which is considered uncollectible.  “Substandard” loans are rated 7 under this system. The criteria for each risk rating category are specified in the Company's Risk Rating policy and include defined financial and business risks.

Under the prior methodology and continuing with the new methodology, risk ratings are initially assigned to loans by the loan officers and are reviewed on a regular basis by loan review staff in the normal course of their loan review procedures. Risk ratings can change as a result of the monitoring procedures documented below in the response to comment 3.b. or as a result of specific loan review activities.

Substantially all of the Company's impaired loans are measured for impairment based on the estimated fair value of each loan's collateral.  For loans secured by real estate, estimated fair value is determined primarily through certified third-party appraisals. A current certified appraisal is required in the normal course of business when any significant change in the terms of the loan occurs, such as an extension, renewal, or change to underlying repayment terms. Updated appraisals may also be obtained for nonperforming loans after consideration of various factors, including: the age of the most recent appraisal; the condition of the property; the Company's experience and knowledge of the market; the purpose of the loan; environmental factors; payment status; the strength of any guarantors; and the existence and age of other indications of value such as broker price opinions, among others.

Collateral values based on certified appraisals are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

For loans secured by non-real estate collateral, such as accounts receivable or inventory, estimated fair values are determined based on borrower financial statements, inventory listings, accounts receivable listings or agings, or borrowing base certificates. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets. Liquidation or collection discounts are applied to these assets based upon existing loan evaluation policies.

See the response to comment 3.b. for additional procedures and controls, specifically related to the timely identification of changes in collateral values under the prior methodology.

b.

 Specifically, explain to us how you ensured that you identified all impaired loans that had significant changes in expected future cash flows or significant changes in collateral values at each quarter end.

Response - Impaired loans under the prior methodology were generally evaluated for impairment on an annual cycle with interim monitoring through the procedures described below.  Specific allocations were updated to reflect significant changes identified as a result of these monitoring procedures.

▪

 Monthly loan review meetings to review and manage actions surrounding any account that exhibited potential signs of stress, which is generally indicated by cash-flow strain, delinquency, a change in risk rating or other characteristics. The agendas for these meetings included updates on the status of these accounts, review of activities since the most recent meeting and development of action plans for remediation of the accounts. These meetings were attended by lending staff, lending management, loan review management and corporate senior management.

▪

 Monthly meetings with lenders that ensured proactive management of any stressed account, including dedication of additional personnel to managing the loan, if necessary.

▪

 Involvement either through consultation or direct management of loan workout personnel in stressed accounts to lead or assist in the negotiation, remediation and/or exit of the account.

▪

 Ongoing involvement of loan review staff in examining stressed portfolios and specific accounts that ensured that the above processes were effective in identification and management of problem loan portfolios.

c.

 Please tell us why you believe your new methodology is preferable.

Response - As discussed in the response to comment 3.a. above, loans evaluated for impairment under ASC 310-10 under the new methodology includes nonaccrual loans and accruing TDR's, which are the loans which have the greatest potential for loss.

Under the new methodology, quarterly updates to impairment analyses for all loans evaluated for impairment under ASC 310-10 are required. Even though the Company believes that the evaluations of impairment under the prior methodology were appropriate, the more frequent quarterly updates that are possible under the new methodology are preferable.

The change in the allowance for credit loss methodology as of April 1, 2011 resulted in shifts in allocations by loan types; however, the total allowance for credit losses did not change. The Company believes this validates that both the prior and new methodologies effectively measured our allocation needs.

Note D - Loans and Allowance for Credit Losses

Credit Quality Indicators and Non-performing Assets, page 78

4.

 Please tell us and revise future filings to describe your credit quality indicators including qualitative information on how they relate to the likelihood of loss. Refer to ASC 310-10-50-29(a) and 30.

Response - Future filings will include the following disclosure for credit quality indicators.

The following is a description of the Company's internal risk ratings assigned to commercial loans, commercial mortgages and certain construction loans:

Substandard or lower: Substandard loans are inadequately protected by current sound worth and paying capacity of the borrower. There exists a well-defined weakness or weaknesses that jeopardize the normal repayment of the debt.

Special Mention: These loans constitute an undue and unwarranted credit risk, but not to a point of justifying a classification of substandard. Loans in this category are currently acceptable, but are nevertheless potentially weak.

Pass: These loans do not currently pose any identified risk and can range from the highest to average quality, depending on the degree of potential risk.

The Company believes that internal risk ratings are the most relevant credit quality indicator for these types of loans. The migration of loans through the various internal risk rating categories is a significant component of the allowance for credit loss methodology, which bases the probability of default on this migration.

The Company does not assign internal risk ratings for smaller balance, homogeneous loans, such as home equity, residential mortgage, consumer, leasing, other and certain construction loans. For these loans, the most relevant credit quality indicator is delinquency status. The migration of loans through the delinquency status is a significant component of the allowance for credit loss methodology, which bases the probability of default on this migration.

Fulton Financial Corporation hereby acknowledges that:

a.

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

b.

 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

c.

 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.

If you have further questions, please do not hesitate to call myself at 717-291-2473 or Ms. Betsy Chivinski, Corporate Controller, at 717-291-2689.

Sincerely,

/s/ Charles J. Nugent

Charles J. Nugent

Senior Executive Vice President and Chief Financial Officer

May 3, 2012
 Via E-mail

Charles Nugent Chief Financial Officer Fulton Financial Corporation One Penn Square P.O. Box 4887 Lancaster, PA 17604
Re: Fulton Financial Corporation
Form 10-K for the Fiscal Year ended December 31, 2011 Filed February 29, 2012 File No. 000-10587

Dear Mr. Nugent:
 We have reviewed your filings 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 te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where we have requested changes in future filings, please incl ude a draft of your proposed disclosures that
clearly identifies new or revise d disclosures.  If you do not be lieve our comments apply to your
facts and circumstances, please tell  us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            Form 10-K for the Fiscal Year ended December 31, 2011

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Provision and Allowance for Credit Losses, page 31

1. Please tell us and revise your disclosure on page 35 to clarify why the $55.5 million of
accruing TDRs described in footnote 3 to the non-accrual and past due loans and OREO
table is different from the $66.1 million of accruing TDR’s as of December 31, 2011
described in the TDR table at the bottom of the page.

 Charles Nugent Fulton Financial Corporation May 3, 2012 Page 2

Financial Statements

 Note A – Summary of Significant Accounting Poli cies - Allowance for Credit Losses, page 63

2. On page 64, you disclose that only impaired  TDRs are evaluated for impairment under
ASC 310-10-35.  We believe the guidance in ASC 310 indicates that a TDR is always
considered impaired and therefore impairment should be measured individually using the
guidance in ASC 310-10-35 for all TDRs.  Please tell us the amount of TDRs not
evaluated for impairment under ASC 310-10-35 at December 31, 2011 and the impact on your financial statements if you measured im pairment on these loans using the guidance
in ASC 310-10-35.
3. You disclose that prior to April 1, 2011 you evaluated impaired loans for impairment
every 12 months or, if necessary, on a more frequent basis based on significant changes
in expected future cash flows or signif icant changes in collateral values.

a. Please provide us additional details regarding your cont rols and procedures under
your prior methodology to measure impairm ent under ASC 310-10 at each quarter
end.

b. Specifically, explain to us how you ensured th at you identified all impaired loans that
had significant changes in expected future cash flows or significant changes in
collateral values at each quarter end.
c. Please tell us why you believe your  new methodology is preferable.
 Note D – Loans and Allowance for Credit Losses

 Credit Quality Indicators and N on-performing Assets, page 78

4. Please tell us and revise future filings to de scribe your credit quality  indicators including
qualitative information on how they relate to  the likelihood of loss.  Refer to ASC 310-
10-50-29(a) and 30.
              We urge all persons who are res ponsible 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 Exchange Act rules requir e.  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.

 Charles Nugent Fulton Financial Corporation May 3, 2012 Page 3

             In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Michael Volley at 202- 551-3437 or me at 202-551-3423 with any
questions.
Sincerely,
  /s/ Amit Pande
Amit Pande Accounting Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

December 6 , 2010
 By U.S. Mail and Facsimile to: (717) 295- 5312
 Charles J. Nugent
Senior Executive Vice President and Chief Financi al Officer
Fulton Financial Corporation One Penn Square
P.O. Box 4887 Lancaster, Pennsylvania 17604
Re: Fulton  Financial  Corporation
 Form 10- K for the Fiscal Year Ended December 31, 2009
Form 10- Q for the Quarterly Period Ended March 31 , 2010
File No. 000 -10587

Dear Mr . Nugent :
 We have completed our review of your filings and do not have any further comments at
this time.

Sincerely,

Michael R. Clampitt
Senior Attorney Advisor

CORRESP
1
filename1.htm

Correspondence

 November 24, 2010

 Michael R. Clampitt

 Senior Attorney Advisor

Securities and Exchange Commission

 450 Fifth
Street, N.W.

 Washington, D.C. 20549

Re:

 Fulton Financial Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2009

 Form 10-Q for the Quarterly
Period Ended March 31, 2010

 File No. 000-10587

 Dear Mr. Clampitt:

 Fulton Financial Corporation (the “Company”) submits this
letter in response to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated November 17, 2010 relating to the above-referenced filings. In this letter, we have recited the
comments from the staff in bold type and have followed each comment with the Company’s response.

 Form 10-K for the Fiscal Year
Ended December 31, 2009

 Exhibits and Financial Statement Schedules, page 102

1.
We note your response to comment 4 in our letter dated June 28, 2010 and we are unable to agree with your analysis. Item 601(b)(10)(iii)(A) of Regulation
S-K provides that if a plan is not set forth in any formal document, a written description of the plan shall be filed. Please file a written description of the Variable Compensation Plan as an exhibit to your next periodic report.

 Response – A written description of the Company’s Variable Compensation Plan will be included
as an exhibit to our next periodic report.

 Michael R. Clampitt

 Securities and Exchange Commission

 November 24, 2010

 Page
 2

 Fulton Financial Corporation hereby acknowledges 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.

 If you have further questions, please do not hesitate to call myself at 717-291-2473 or Ms. Betsy
Chivinski, Corporate Controller, at 717-291-2689.

Sincerely,

 /s/ Charles J. Nugent

Charles J. Nugent

 Senior Executive Vice President and

 Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

November 17, 2010

By U.S. Mail and Facsimile to: ( 717) 295- 5312
 Charles J. Nugent
Senior Executive Vice President and Chief Financial Officer
Fulton Financial Corporation One Penn Square
P.O. Box 4887 Lancaster, Pennsylvania 17604

Re: Fulton Financial Corporation
Form 10- K for the Fis cal Year Ended December 31, 2009
Form 10- Q for the Quarterly Period Ended March 31, 2010
File No. 000 -10587

Dear  Mr. Nugent :

We have reviewed your July 26, 2010 response to our comments  and have the
following additional comment .
 Please respond to this letter within ten business da ys by prov iding 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 circumstances, please tell us why in your response.
 After reviewing the information you  provide in response to these comments, we
may have additional comments.
Form 10- K for the Fiscal Year E nded December 31, 2009

Exhibits and Financial Statement Schedules, page 102

1. We note your response to comment 4 in our letter dated June 28, 2010 and we are
unable to agree with your analysis.  Item 601(b)(10)(iii)(A) of Regulation S -K
provides that if a plan is not set forth in any formal document, a written description of the plan shall be filed.  Please file a written description of the Variable Compensation Plan as an exhibit to your next periodic report.

Charles J. Nugent
Fulton Financial Corporation
November 17, 2010
Page 2

Closing Comments

You may contact Benjamin Phippen at (202) 551- 3697 or Amit Pande ,
Accounting Branch Chief, at (202) 551- 3423 if you have questions regarding comments
on the financial statements and related matters.  Please contact Justi n Dobbie at (202)
551-3469 or me at (202) 551- 3434 with any other questions.

Sincerely,

Michael R. Clampitt
Senior Attorney Advisor

CORRESP
1
filename1.htm

Correspondence

 (717) 291-2473

July 26, 2010

 Mr. Michael R.
Clampitt

 Senior Attorney Advisor

Securities and Exchange Commission

 450 Fifth
Street, N.W.

 Washington, D.C. 20549

Re:
Fulton Financial Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Form 10-Q for the Quarterly Period Ended March 31, 2010

File No. 000-10587

Dear Mr. Clampitt:

 Fulton Financial
Corporation (the “Company”) submits this letter in response to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated June 28, 2010 relating to the above-referenced
filings. In this letter, we have recited the comments from the staff in bold type and have followed each comment with the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2009

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note D - Loans and Allowance for Credit Losses, page 67

1.
We note your disclosures on pages 38 and 56 describing your methodology for measuring loans for impairment and your disclosure on page 68 that you had approximately
$474.3 million of impaired loans with a specific valuation allowance of $127.0 million and $295.6 million in impaired loans without specific valuation allowances at December 31, 2009. Please provide us with the following information and revise
your future filings accordingly:

a)
The amount and /or percentage of loans that were considered collateral dependent;

Response – More than 99 percent of the $769.9 million of impaired loans at December 31, 2009 were considered to be
collateral dependent. Collateral could be in the form of real property in the case of residential mortgages, commercial mortgages and construction loans, or business assets, such as accounts receivable or inventory, in the case of commercial and
industrial loans. In many cases, commercial and industrial loans may also be secured by real property.

b)
The amount of loans measured using each of the methodologies described on pages 38 and 56 (i.e., present value of expected future cash flows discounted at the
loan’s effective interest rate, or at the loan’s observable market price or at the fair value of the collateral if the loan is collateral dependent);

 Response – Substantially all of the $769.9 million of impaired loans at
December 31, 2009 were measured based on the estimated fair value of the collateral.

c)
As it relates to collateral dependent loans, a comprehensive discussion of the methods used to estimate the fair value. When describing the appraisal process, please
address how often you obtain updated appraisals for your collateral and in the event you use automated valuation methodologies, explain the procedures you perform to validate the results of these valuation methodologies in the event they are not
based on current appraisal data;

 Response – Valuation methodologies are based upon
account-specific information for all impaired loans. We do not use automated or portfolio-aggregate methods for any of our impaired loans.

For loans secured by real estate, estimated fair value is determined primarily through certified third-party appraisals. A current
certified appraisal is required in the normal course of business when any significant change in the terms of the loan occurs, such as an extension, renewal, or change to underlying repayment terms. Updated appraisals may also be obtained for
nonperforming loans after consideration of various factors, including: the age of the most recent appraisal; the condition of the property; our experience and knowledge of the market; the purpose of the loan; environmental factors; payment status;
the strength of any guarantors; and the existence and age of other indications of value such as broker price opinions, among others.

Collateral values based on certified appraisals are discounted to arrive at the estimated selling price of the collateral, which is
considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

 Where updated
certified appraisals are not obtained for nonperforming loans secured by real estate, fair values are estimated based on one or more of the following:

•

 Original appraisal – if the original appraisal indicated a significant loan to value position and, in the opinion of our internal loan evaluation
staff, there has not been a significant deterioration in the collateral value, the original appraisal may be used to support the value of the collateral. Appropriate discounts are applied to the appraised value to adjust for market changes since the
date the appraisal was completed, to arrive at estimated selling price for the collateral. Original appraisals are typically used only when the estimated collateral value, as adjusted, results in a current loan to value ratio that is lower than the
Company’s policy for new loans, generally 80%.

•

 Broker price opinions – in lieu of obtaining an updated certified appraisal, a less formal indication of value, such as a broker price opinion,
may be obtained. These opinions are generally used to validate internal estimates of collateral value and are not solely relied upon.

•

 Discounted cash flows – while substantially all of our impaired loans are measured based on the estimated fair value of collateral, discounted
cash flows analyses may be used to validate estimates of collateral value derived from other approaches.

 For
loans secured by non-real estate collateral, such as accounts receivable or inventory, estimated fair values are determined based on borrower financial statements, inventory listings, accounts receivable listings or agings, or borrowing base
certificates. Indications of value from these sources are generally discounted based on the age of the financial information or the quality

of the assets. Liquidation or collection discounts are applied to these assets based upon existing loan evaluation policies.

d)
The approximate amount or percentage of impaired loans for which the company relied on current third party appraisals of the collateral to assist in measuring
impairment versus those for which current appraisals were not available;

 Response –
Approximately 40% of impaired loans secured by real estate were measured using certified third party appraisals that had been updated within 12 months prior to December 31, 2009. Estimated fair values for the remaining 60% of impaired loans
were determined through the methods documented in response to comment 1.c.

e)
The typical timing surrounding the recognition of a collateral dependent loan as nonperforming, when you order and receive an appraisal, and the subsequent
recognition of any provision or related charge-off. In this regard, tell us if there have been any significant time lapses during this process;

Response – In general, a collateral dependent loan is placed on nonaccrual status once it becomes 90 days delinquent as to
principal or interest. In certain cases where a loan is not yet 90 days delinquent, but there is an indication that the borrower is having difficulty making payments, a loan may also be placed on nonaccrual status.

If the source of repayment for a nonperforming collateral dependent loan is determined to be the collateral itself, a decision is made
regarding whether an updated certified appraisal of the collateral is necessary. For loans secured by real property, this decision is based on various considerations, including: the age of the most recent appraisal; the condition of the property;
our experience and knowledge of the market; the purpose of the loan; environmental factors; payment status; the strength of any guarantors; and the existence and age of other indications of value such as broker price opinions, among others.

 If an updated appraisal is considered to be necessary, no charge-off is recorded until such appraisal has been completed and
reviewed. In the interim, a specific valuation allowance will be allocated to the loan, if necessary, based on the best information currently available for estimating the fair value of the collateral.

Upon review of the updated appraisal, the specific valuation allowance is revised, if necessary, and a determination is made about whether
a loss situation exists, which would warrant a charge-off of a portion or all of the loan balance.

 Once a loan is placed on
nonperforming status, the decision to obtain an updated appraisal is generally made in less than a month. The updated appraisal may take up to two months to complete and the final conclusion regarding estimated fair value and whether a charge-off is
necessary will be made less than a month after receiving the updated appraisal. In general, the total elapsed time is less than three months and there were no significant time lapses in this process during 2009.

f)
In more detail, the procedures you perform to monitor these loans between the receipt of an original appraisal and the updated appraisal;

 Response – Loans, including impaired loans, are monitored through various procedures, including
the following:

•

 Monthly loan review meetings to review and manage actions surrounding any account that exhibited potential signs of stress, which is generally
indicated by delinquency, a change in risk rating (see below) or other characteristics. The agendas for these meetings include updates on the status of these accounts, review of activities since the most recent meeting and development of action
plans for remediation of the accounts. These meetings are attended by lending staff, lending management, loan review management and corporate senior management.

•

 Monthly meetings with lenders to ensure proactive management of any stressed account, including dedication of additional personnel to managing the
loan, if necessary.

•

 Involvement either through consultation or direct management of loan workout personnel in stressed accounts to lead or assist in the negotiation,
remediation and/or exit of the account.

•

 Ongoing involvement of loan review staff in examining stressed portfolios and specific accounts to ensure that the above processes are effective in
identification and management of portfolios.

 The Company uses a risk rating system, which assigns a rating
to each loan on a scale of 1-9, with 1 representing an “excellent” credit, for borrowers of unquestionable financial strength, and 9 for credits where a “loss” is expected. The criteria for each risk rating category are specified
in the Company’s Risk Rating policy and include defined financial and business risks.

 Risk ratings are initially assigned
to loans by the loan officers and are reviewed on a regular basis by loan review staff in the normal course of their loan review procedures. Ratings can change as a result of the monitoring procedures documented above or as a result of specific loan
review activities. Risk rating allows management to identify riskier credits in a timely manner and to allocate resources to managing troubled accounts.

g)
Whether you have charged-off an amount different from what was determined to be the fair value of the collateral as presented in the appraisal for any period
presented. If so, please tell us the amount of the difference and corresponding reasons for the difference, as applicable;

Response – The amount charged-off is generally higher than the amount calculated using the fair value of the collateral as
presented in the appraisal. The fair value of the collateral as presented in the appraisal will be the starting point for determining the amount, however, the appraised value will be discounted to arrive at the estimated selling price of the
collateral and to consider selling costs.

h)
How you account for any partially charged-off loans subsequent to receiving an updated appraisal. In this regard, specifically tell us your policies regarding
whether or not these loans return to performing or remain in a non-performing status, in addition to whether or not any of the terms of the original loans have been modified (e.g. loan extension, changes to interest rates, etc);

 Response – Updated certified appraisals prepared by independent third parties are reviewed to
ensure that the indicated fair value has been properly determined and is reasonable. If the estimated fair value based on the updated appraisal is lower than the estimated fair value used to determine the original charge-off amount, an additional
charge-off will be recorded.

 If the estimated fair value based on the updated appraisal is higher, no adjustment to the
amount charged-off is made. Recoveries of amounts previously charged-off are not recognized until realized.

 A partially
charged-off loan is generally not returned to performing status based on an improvement in collateral value. In rare circumstances where a partial charge-off is recorded and the remaining loan balance is part of a restructuring, the restructured
loan may be returned to performing status if the principal and interest payments, under the modified terms, are current for six consecutive months after modification.

i)
In the event that you do not use external appraisals to fair value the underlying collateral for impaired loans or in cases where the appraisal has not been updated
to reflect current market conditions, please provide us with a comprehensive response which discusses your process and procedures for estimating the fair value of the collateral for these loans; and

Response – As noted in the response to comment 1.b. above, substantially all impaired loans were measured based on the
estimated fair value of the collateral as of December 31, 2009. All loans secured by real estate have a certified appraisal that was completed in connection with the original underwriting.

For those loans where an updated appraisal has not been obtained, the estimated fair value of the collateral may be determined through one
or more of the methods documented in the response to comment 1.c.

j)
For those loans where you determined that no specific valuation allowance was necessary, the substantive reasons to support this conclusion.

 Response – We consider all loans rated “substandard” or worse under the Company’s
Risk Rating policy to be impaired, based on the guidance provided in FASB ASC Section 310-10-35. Loans rated “substandard,” exhibit one or more of the following characteristics:

•

 inadequately protected by current net worth and paying capacity of the borrower.

•

 well-defined weakness or weaknesses that jeopardize the normal repayment of the debt.

•

 collection of principal may be collateral-intensive.

•

 a high probability of payment default.

•

 current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity, or marginal capitalization.

 Loans rated as substandard may have sufficient collateral value and, therefore, may not have a specific
valuation allowance.

 Approximately 40% of impaired loans with no specific valuation allowance at December 31, 2009 had
certified third-party appraisals of the underlying collateral that were completed within the previous 12 months. The estimated fair values of the collateral for these loans, as indicated by the appraisals as discounted to arrive at estimated selling
prices, exceeded the carrying amount of the loans and, accordingly, no specific valuation allowance was considered to be necessary.

The remaining 60% of these loans had no specific valuation allowance due to one or more of the following factors:

•

 Strong loan to value ratios based on original appraisal: See discussion of the use of original appraisals in the response to comment 1.c.

•

 Broker price opinions indicated an estimated fair value of the collateral in excess of the loan amount: See discussion of the use of broker price
opinions in the response to comment 1.c.

•

 Existence of a strong guarantor: While substantially all of our impaired loans are measur

CORRESP
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filename1.htm

Correspondence

 (717) 291-2473

July 2, 2010

 Mr. Michael R.
Clampitt

 Senior Attorney Advisor

Securities and Exchange Commission

 450 Fifth
Street, N.W.

 Washington, D.C. 20549

Re:
Fulton Financial Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Form 10-Q for the Quarterly Period Ended March 31, 2010

File No. 000-10587

 Dear
Mr. Clampitt:

 Fulton Financial Corporation (the “Company”) submits this letter in response to comments of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated June 28, 2010 relating to the above-referenced filings. We expect to provide our written response on or before Friday July 30, 2010.

 If you have further questions, please do not hesitate to call myself at 717-291-2473 or Ms. Betsy Chivinski, Corporate
Controller, at 717-291-2689.

Sincerely,

/s/ Charles J. Nugent

Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

June 28, 2010
By U.S. Mail and Facsimile to: (717) 295-5312

Charles J. Nugent Senior Executive Vice Presiden t and Chief Financial Officer
Fulton Financial Corporation One Penn Square P.O. Box 4887 Lancaster, Pennsylvania 17604
Re: Fulton Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009 Form 10-Q for the Quarterly Period Ended March 31, 2010 File No. 000-10587

Dear Mr. Nugent:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within te n 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 circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2009

Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note D – Loans and Allowance for Credit Losses, page 67
 1. We note your disclosures on pages 38  and 56 describing your methodology for
measuring loans for impairment and your  disclosure on page 68 that you had
approximately $474.3 million of impaired loans with a specific valuation
allowance of $127.0 million and $295.6 million in  impaired loans without specific
valuation allowances at December 31, 2009.  Please provide us with the following
information and revise your future filings accordingly:

Charles J. Nugent
Fulton Financial Corporation June 28, 2010 Page 2

• The amount and / or percentage of lo ans that were considered collateral
dependent;

• The amount of loans measured using each  of the methodologies described on
pages 38 and 56 (i.e., presen t value of expected futu re cash flows discounted
at the loan’s effective interest rate, or at the loan’s observable market price or at the fair value of the collateral if the loan is collateral dependent);

• As it relates to collateral  dependent loans, a compre hensive discussion of the
methods used to estimate the fair value.  When describing the appraisal
process, please address how often you obtain updated appraisals for your
collateral and in the event you use automated valuation methodologies,
explain the procedures you perform to va lidate the results of these valuation
methodologies in the event they are not based on current appraisal data;

• The approximate amount or percentage  of impaired loans for which the
company relied on current third party apprai sals of the collateral to assist in
measuring impairment versus those for which current appraisals were not
available;

• The typical timing surrounding the recogni tion of a collateral dependent loan
as nonperforming, when you order and receive an appraisal, and the
subsequent recognition of a ny provision or related charge-off. In this regard,
tell us if there have been any signifi cant time lapses during this process;
 • In more detail, the procedures you perf orm to monitor thes e loans between the
receipt of an original apprai sal and the update d appraisal;

• Whether you have charged-off an amount different from what was determined
to be the fair value of the collateral as  presented in the appraisal for any period
presented.  If so, please tell us the am ount of the difference and corresponding
reasons for the difference, as applicable;

• How you account for any partially charged- off loans subsequent to receiving
an updated appraisal. In this regard, sp ecifically tell us your policies regarding
whether or not these loans return to performing or remain in a non-performing
status, in addition to whethe r or not any of the terms of  the original loans have
been modified (e.g. loan extension, changes to interest rates, etc);

• In the event that you do not use external appraisals to  fair value the underlying
collateral for impaired loans or in cases where the appraisal has not been
updated to reflect current market conditions, please provide us with a

Charles J. Nugent
Fulton Financial Corporation June 28, 2010 Page 3

comprehensive response which discusses your process and procedures for
estimating the fair value of the collateral for these loans; and

• For those loans where you determined that no specific valuation allowance
was necessary, the substantive reas ons to support this conclusion.

In the event these policies vary by lo an type, please consider providing
disaggregated disclosures to  explain your policy for measuring impairment.  In
addition, please provide sim ilarly enhanced disclosure in your fair value footnote
as it relates to these assets that are meas ured at fair value on a nonrecurring basis.

2. As a related matter, we were unable to locate disclosure in  your March 31, 2010
Form 10-Q quantifying the amount of speci fic reserve associated with your
impaired loans.  Please tell us the am ount of the specific reserve at March 31,
2010 and revise future filings to disclose as of each balance sh eet date presented,
the amount of impaired loans for which there is a related allowance for credit
losses determined in accordance with ASC 310-10-35 and the amount of that allowance and the amount of impaired lo ans for which there is no allowance for
credit losses.  Refer to ASC 310-10-50-15.

Note I – Short-term borrowings and long-term debt, page 72

3. Please tell us, and revise future filings to disclose, whether you account for your
repurchase agreements as collateralized fi nancing transactions or sales.  If you
have any repurchase agreements account ed for as sales, please quantify the
amount sold for each period presented and the accounting guidance on which you relied for this treatment.

Exhibits and Financial Statement Schedules, page 102

4. We note your disclosure on pages 23-25 of your definitive proxy statement
regarding a Variable Compensation Plan.  It does not appear, however, that you
have filed this plan as an exhibit to the Form 10- K.  Please tell us how you
concluded that you were not required to file the plan as an exhib it.  Refer to Item
601(b)(10)(iii)(A) of  Regulation S-K.
 Form 10-Q for the Quarterly Period Ended March 31, 2010

Exhibits 31.1 and 31.2

5. We note that Exhibits 31.1 and 31.2 to th e Form 10-Q contain modifications of
the exact form of certification as set fort h in Item 601(b)(31) of Regulation S-K.
In particular, you omitted “(the registrant’s fourth fiscal quarter in the case of an

Charles J. Nugent
Fulton Financial Corporation June 28, 2010 Page 4

annual report)” from paragraph 4(d).  In future filings, please ensure that the
certifications are in the exact form as set forth in Item 601(b) (31) of Regulation
S-K, except as otherwise indicated in Commission statements or staff
interpretations.

Closing Comments

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 Exch ange Act rules require.  Since the company
and its management are in possession of all f acts 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
You may contact Benjamin Phippe n at (202) 551-3697 or Amit Pande,
Accounting Branch Chief, at (202) 551-3423 if you have questions regarding comments
on the financial statements and related matte rs.  Please contact Justin Dobbie at (202)
551-3469 or me at (202) 551-3434 with any other questions.

Sincerely,

Michael R. Clampitt Senior Attorney Advisor

September 25, 2008

Mail Stop 4561  Mr. R. Scott Smith, Jr.  Chairman, Chief Executive Officer, and President Fulton Financial Corporation  One Penn Square P.O. Box 4887 Lancaster, Pennsylvania 17604
Re: Fulton Financial Corporation
 Form 10-K for Fiscal Year Ended December 31, 2007
 Filed February 29, 2008  Forms 10-Q for Fiscal Quarters Ended March 31, 2008
and June 30, 2008
 File Number: 000-10587
  Dear Mr. Smith:   We have completed our reviews of your Form 10-K and related filings and have
no further comments at this time.
           S i n c e r e l y ,
Amit Pande Assistant Chief Accountant

CORRESP
1
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corresp

Confidential treatment of portions of this letter has been requested by Fulton Financial
Corporation pursuant to 17 C.F.R. § 200.83. Exhibits I, II, III and IV to this letter, for which
confidential treatment has been requested, have been omitted and filed separately with the
Securities and Exchange Commission.

(717) 291-2473

July 25, 2008

Mr. Amit Pande

Assistant Chief Accountant

Mail Stop 4561

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Fulton Financial Corporation

Form 10-K for Fiscal Year Ended December 31, 2007

Filed February 29, 2008

Form 10-Q for Fiscal Quarter Ended March 31, 2008

File Number 000-10587

Dear Mr. Pande:

Fulton Financial Corporation (the “Company”) submits this letter in response to comments of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated June 30,
2008 relating to the above-referenced filings. In this letter, we have recited the comments from
the staff in italicized, bold type and have followed each comment with the Company’s response.

    1.

    We note your disclosure that you hold equity securities of financial institutions with a cost
basis of $92.7 million and unrealized losses of $23.6 million as of December 31, 2007. We
further note that you recorded an other than temporary impairment charge of $292,000 in 2007
and $3.6 million in the first quarter of 2008 related to some of these equity securities, and
that the cost basis and unrealized losses of these securities were $88.2 million and $21.6
million, respectively, at March 31, 2008. Please tell us how you determined the amounts of
other-than-temporary impairment charges recorded during the year ended December 31, 2007, and
the quarter ended March 31, 2008, and your consideration of the guidance in Staff Accounting
Bulletin No. 59, SFAS 115, and FASB Staff Position Nos. FAS 115-1 and FAS 124-1.

    Response — The Company has a policy regarding evaluation of other-than-temporary
impairment of bank stocks that we believe is consistent with the guidance contained in Staff
Accounting Bulletin No. 59, SFAS 115 and FASB Staff Position Nos. FAS 115-1 and FAS 124-1. Our
policy provides the following —

Prior to each quarter end a review will be performed of all holdings that
exhibit an unrealized loss greater than $50,000 and 20% of cost,
regardless of how long that unrealized loss has existed. These thresholds
are determined based upon materiality due to cost-benefit analysis of
reviewing every single security that may have a decline in value. In
addition, holdings that exhibit an unrealized loss greater than $50,000
and greater than 10%, where an unrealized loss has existed on a continuous
basis for more than 18 months, will also be reviewed.

In assessing whether a decline in market price is other-than-temporary, it
is important to consider the difference between a decline in market price
that results from an adverse change in the issuer, as contrasted with a
decline that results from a downward movement of the market as a whole,
sector rotations or other similar events common to other issuers.
Other-than-temporary impairment exists when the decline in price arises in
conjunction with specific adverse conditions affecting a particular
investment and its near-term prospects, including specific adverse
conditions that have developed in the industry or in a geographic area.
Additional indicators include the deterioration in the

1

financial condition of the issuer or a reduction or elimination of
dividends. Hence, for other-than-temporary impairment to exist, something
more than just a decline in market price (below that at which the
investment is recorded) has to have occurred. The following factors will
be considered in evaluating whether an individual holding has experienced
a decline that is other-than-temporary -

    •

    The length of time and the extent to which the market value has
been less than cost.

    •

    The financial condition and near-term prospects of the issuer,
including any specific events which may influence the operations of
the issuer.

    •

    Our intent and ability to retain the investment security for a
period of time sufficient to allow for any anticipated recovery in
market value.

    •

    The performance of the security relative to broader market
indices.

    •

    Recent losses of the issuer, if any.

    •

    Independent auditors’ report on most recent financial statements.

    •

    Dividend policy of the issuer at the date of acquisition relative
to dividend policy at date of evaluation.

    •

    Relationship of market prices per share to book value per share at
date of acquisition vs. evaluation date.

    •

    Buy/hold/sell recommendations of investment analysts as well as
price targets.

We recorded other-than-temporary impairment charges totaling $292,000 in 2007, attributable to
$117,000 on FirstMerit Corp. and $175,000 on FHLMC preferred stock.

During the quarter ended March 31, 2008, we recorded other-than-temporary impairment charges
totaling $3.6 million, as detailed in Exhibit I attached.

In your response, please address the following:

    •

    Provide us with a detail of each of the financial institution equity securities you hold
as of December 31, 2007, March 31, 2008 and June 30, 2008 with the attributable cost basis,
fair values, unrealized gains/losses, and duration of unrealized loss, as applicable;

Response — The requested security detail is provided as Exhibits II and III. Exhibit
II contains the June 30, 2008 security holdings with the historical trading levels. Exhibit III
contains the security holdings and pricing as of March 31, 2008 and December 31, 2007. Because
our policy specifically addresses impairment levels of 10% and 20%, we have included those
thresholds as well. Please note that these schedules present our investments in financial
institutions stocks. Also included in the amounts disclosed in our financial statements is
$280,000 representing shares of Atlantic Central Bankers Bank which are redeemable at par.

    •

    How you considered the financial condition and near term prospects of the issuers, and
the severity and duration of the unrealized losses in determining that no additional
other-than-temporary impairment was required for each period; and

Response — As presented above, our policy specifically addresses holdings that are
impaired by greater than 20% of our cost, with an additional level of review for holdings that
are impaired by greater than 10% of our cost if the time period exceeds 18 months. The severity
and duration of the unrealized loss influences the nature and extent of the analysis described
below.

As part of our process, we review information published by bank analysts on expectations for
bank stocks in general. For the specific holdings within the scope of review under our policy,
we perform an analysis of financial position and core earnings, including profitability and
asset quality measures and trends. We review information available from issuer filings and
conference calls as well as information published by covering analysts to assess future
prospects. In some cases, we hold discussions with the applicable bank analysts. We also
consider historical and current trading multiples.

2

    •

    How you determined the “reasonable period of time sufficient for a recovery of fair
value” with respect to these securities given the current market conditions.

Response — We have believed that a time horizon of up to two years would be a
reasonable period of time sufficient for a recovery of fair value, depending on the severity and
duration of the unrealized loss. Financial institution stocks began a declining trend in June
of 2007 that has continued through the current time. From June of 2007 through December of
2007, this sector declined approximately 20%, generally consistent with the decline we saw in
our portfolio. As of early January 2008, reports by financial institution analysts were mixed,
with some noting buying opportunities and others taking a “wait and see” approach. Some reports
compared the then current market to prior bank stock cycles. For example, a Citigroup Global
Markets report analyzed bank stock cycles from 1960 to 2008, indicating that the average decline
from peak was 37% with the subsequent 12-month return of 36%. With this view in mind, we
concluded that none of our holdings were other-than-temporarily impaired for the year ended
December 31, 2007, except for the aforementioned two items.

As of March 31, 2008, bank stock indices were down slightly compared to December 31, 2007.
Since we were not seeing signs of improvement, we concluded that certain of our holdings were
other-than-temporarily impaired and recorded a charge of $3.6 million. Those holdings
identified as other-than-temporarily impaired generally exhibited higher percentages of
depreciation from cost.

    2.

    Please tell us how you have complied with the disclosure requirements of paragraphs 19-22 of
SFAS 115 or revise future filings accordingly.

Response — We reviewed the disclosure requirements of paragraphs 19-22 of SFAS 115 and
based on the guidance in Regulation S-X 10-01 (a)(5), we concluded that the designated
disclosures were not required for our most recent interim filing on Form 10-Q as the details of
our investment securities have not changed significantly in amount or composition since the end
of the most recently completed year. In addition, we concluded that no material events related
to investment securities occurred subsequent to the most recent fiscal year that would have
resulted in our consolidated financial statements and notes not being presented fairly. There
have been no changes in our accounting principles and practices, or a change in accounting
estimates, in relation to our accounting for investment securities which would have warranted
any interim financial statement disclosures, in addition to those required by paragraphs 19-22
of SFAS 115.

During the quarter ended June 30, 2008, bank stock indices declined 24% with many analysts
becoming more negative. Because of the further declines, and in consultation with our
independent auditors, we concluded that an additional other-than-temporary impairment charge of
$24.7 million was appropriate, based upon the increasing severity and duration of the unrealized
losses and the financial condition and near-term prospects of the applicable issuers. Because
of this significance of this item, the above-referenced disclosures will be included in the Form
10-Q for the quarter ended June 30, 2008.

    3.

    We note your disclosure regarding your intent to purchase student loan auction rate
certificates (ARCs) held on behalf of customers of Fulton Financial Advisors, N. A. (FFA),
given the failed auctions in the ARC markets and the resulting illiquidity that exists.
Please address the following:

    •

    Tell us further the specific conditions or events that would result in your purchase of
these investments from your customers. We note your disclosure that you intend to purchase
these investments from time to time based on when each customers’ liquidity need arises;

Response  — FFA has communicated to its clients that are holding ARCs in their
portfolios that FFA is willing to purchase those ARCs when the client has liquidity needs. The
offer is to purchase the ARCs at par, less an amount representing interest differential. The
interest differential is calculated as the difference between actual interest credited to the
ARC holdings and interest that would have been credited had the funds been invested in a 90-day
treasury bill. The purchase of ARCs has or would occur based upon notification from clients
that they have liquidity needs or otherwise desire to liquidate their holdings.

3

    •

    Describe the methodology and tell us the specific assumptions used in determining the
$13 million liability related to your expected purchases of ARCs and the estimated fair
values of those ARCs. As necessary, please consider providing us with a copy of the
valuation report used in estimating the liability;

Response — We determined that our offer to purchase ARCs from clients constituted a
guarantee to be accounted for under FIN 45. We concluded that it was appropriate to value the
FIN 45 liability based on the estimated fair value of the ARCs underlying customer accounts. We
calculated this liability based on the difference between the estimated current fair value of
the ARCs held by customers and the estimated amount at which we would purchase the ARCs from
customer accounts.

A summary of this calculation follows —

    Total par value

    $
    332,715,000

    Estimated purchase discount

    (4,889,000
    )

    Estimated purchase price

    327,826,000

    Estimated fair value

    314,626,000

    Estimated loss accrual

    $
    13,200,000

The estimated purchase price was based on a spreadsheet model that calculated the difference
between the actual earnings on the ARCs compared to the earnings that would have been generated
at a T-bill rate. Note that the longer the period the ARCs are held, the greater the discount
will be.

To determine the estimated fair value, we hired a third-party valuation specialist to value a
representative sample of ARCs held by customers. Specifically, 41 different securities were
valued with a total par value of $160,885,000 (48% of the total). The estimated fair value of
these was $151,599,000, or 94.2% of par. In order to extrapolate these values to the entire
portfolio, we employed the following methodology — (1) For securities totaling $145,945,000,
where other securities of the issuers were valued, we based the value on the results of the
third party valuation. We noted that the values were very similar for securities of the same
issuer. (2) For securities of issuers where none of their issues were valued totaling
$16,475,000, we used the 94.2% average rate. (3) Non-student loan ARCs totaling $9,410,000 were
valued by our Investment Department based on similar securities in the market.

Exhibit IV attached represents the final valuation report.

    •

    Tell us the “other available information” you relied upon to support your estimate of
this liability and whether this information resulted in an adjustment to the amount
determined in the valuation report.

Response — In addition to the valuation report, we considered publicly available
information concerning fair value estimates for auction rate securities secured by student loans
contained in current and quarterly reports filed by other filers with the Commission, as well as
anecdotal information from third party investment professionals. The estimated fair value of
the ARCs, and thus the amount of the estimated liability, was determined as described in the
preceding response. Our consideration of the “other available information” did not result in an
adjustment to the fair value determined in the valuation report. Rather, our consideration of
the “other available information” and the range of estimated valuations available from that
information were viewed as validating the valuation conclusions.

    •

    How you determined that the fair value of the ARCs held by FFA customers would be
approximately 95% of their par value;

Response — Please refer to the table and supporting explanation above as to how this
determination was made.

4

    •

    Tell us how you considered the credit quality of the ARC issuer(s) in determining
whether to buyback these ARCs; and

Response — The credit quality of the ARCs was not a factor in the decision to purchase
ARCs from customer accounts. Management and the Board of Directors determined that it was in
the best interest of the Company to provide liquidity to customers. The majority of the ARCs
are student loan backed auction rate securities which are su

June 30, 2008

Mail Stop 4561  Mr. R. Scott Smith, Jr.  Chairman, Chief Executive Officer, and President Fulton Financial Corporation  One Penn Square P.O. Box 4887 Lancaster, Pennsylvania 17604
Re: Fulton Financial Corporation
 Form 10-K for Fiscal Year Ended December 31, 2007
 Filed February 29, 2008  Form 10-Q for Fiscal Quarter Ended March 31, 2008  File Number: 000-10587
  Dear Mr. Smith:

We have reviewed your filings and have the following comments.  Please be as
detailed as necessary in your explanation.  In our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. R. Scott Smith, Jr.
Fulton Financial Corporation
June 30, 2008 Page 2  Form 10-K, filed February 29, 2008

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Equity Market Price Risk, page 44

 1. We note your disclosure that you hold equity  securities of financial institutions
with a cost basis of $92.7 million and unrealized losses of $23.6 million as of
December 31, 2007.  We further note that you recorded an other than temporary
impairment charge of $292,000 in 2007 and $3.8 million in the first quarter of 2008 related to some of these equity securities, and that the cost basis and unrealized losses of these securities were $88.2 million and $21.6 million, respectively, at March 31, 2008. Please te ll us how you determined the amounts
of other-than-temporary impairment ch arges recorded during the year ended
December 31, 2007, and the quarter ended March 31, 2008, and your consideration of the guidance in Staf f Accounting Bulletin No. 59, SFAS 115, and
FASB Staff Position Nos. FAS 115-1 and FAS 124-1.  In your response, please
address the following:

• Provide us with a detail of each of the financial institution equity securities
you hold as of December 31, 2007, March 31, 2008 and June 30, 2008 with the attributable cost basis, fair values , unrealized gains/losse s, and duration of
unrealized loss, as applicable;
• How you considered the financial conditi on and near term prospects of the
issuers, and the severity and duration of the unrealized losses in determining
that no additional other-than-temporary impairment was required for each period; and
• How you determined the “reasonable period of time sufficient for a recovery
of fair value” with respect to these securities given the current market
conditions.
  Form 10-Q, filed May 12, 2008

 Notes to Consolidated Financial Statements, page 7

 2. Please tell us how you have complied with the disclosure requirements of paragraphs 19-22 of SFAS 115 or re vise future filings accordingly.

Mr. R. Scott Smith, Jr.
Fulton Financial Corporation
June 30, 2008 Page 3  Form 8-K, filed May 29, 2008

 Item 8.01 – Other Events, page 2

 3. We note your disclosure regarding your in tent to purchase student loan auction
rate certificates (ARCs) held  on behalf of customers of  Fulton Financial Advisors,
N.A. (FFA), given the failed auctions in the ARC markets and the resulting illiquidity that exists.  Please address the following:

• Tell us further the specific conditions or  events that would result in your
purchase of these investments from your customers.  We note your disclosure
that you intend to purchase these inve stments from time to time based on
when each customers’ liquidity need arises;
• Describe the methodology a nd tell us the specific assumptions used in
determining a $13 million liability rela ted to your expected purchases of
ARCs and the estimated fair values of those ARCs.  As necessary, please
consider providing us with a copy of the valuation report used in estimating the liability;
• Tell us the “other available inform ation” you relied upon to support your
estimate of this liability and whether this information resulted in an adjustment to the amount determined in the valuation report;
• How you determined that the fair value of the ARCs held by FFA customers
would be approximately 95% of their par value;
• Tell us how you considered the credit  quality of the ARC issuer(s) in
determining the FV and also in dete rmining whether to buyback these ARCs;
and
• Tell us if you have purchased or have formally committed to purchase any of
these ARCs from your customers.  If  so, please tell us the amount of the
purchase price, the purchase discount, and the estimated fair value of these
ARCs.

Additionally, please provide us  with the disclosures that you intend to include in
your Form 10-Q for the period ended J une 30, 2008, related to these purchases.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
response to our comments and provides a ny requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your response to our comments.

Mr. R. Scott Smith, Jr.
Fulton Financial Corporation June 30, 2008 Page 4    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an inform ed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
   In connection with responding to our comments, please provide, in writing, a 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.

You may contact John Spitz, Staff Accountant at (202) 551-3484, or me at (202)
551-3423, if you have questions re garding these comments.

Sincerely,

Amit Pande Assistant Chief Accountant

February 15, 2008
 Mail Stop 4563
By U.S. Mail and facsimile to (717) 295-9194

R. Scott Smith, Jr. Chief Executive Officer Fulton Financial Corp. One Penn Square P. O. Box 4887 Lancaster, PA 17604
Re:  Fulton Financial Corp  Definitive 14A   Filed April 2, 2007
File No. 00-10587
  Dear Mr. Smith:   We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3419.           S i n c e r e l y ,            C h r i s t i a n  W i n d s o r          S p e c i a l  C o u n s e l

CORRESP
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February 13, 2008

Mr. Christian N. Windsor

Special Counsel

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

            RE:

            Fulton Financial Corp

Definitive 14A

Filed April 2, 2007

File No. 00-10587

Dear Mr. Windsor:

I am responding on behalf of Fulton Financial Corporation (“Fulton”) to the Securities and Exchange Commission’s (“Commission”) follow-up comment letter dated January 9, 2008, which you signed. The Commission’s follow-up letter concerns only our response to comment 1 of the Commission’s letter dated August 21, 2007 (“Comment Letter”.)  In a recent telephone conversation with you concerning the follow-up letter, you indicated that the Commission’s focus was on performance targets tested by objective performance measures and not subjective standards tested by qualitative measures or purely subjective determinations.  Our response to your comment is intended to address the focus of the Commission, as we now understand it.  Our response follows the comment and appears in bold.

Compensation Discussion & Analysis (pg. 11)

            1.

            In your response to prior comment 1, you indicate that you will disclose your performance targets in future filings, unless Fulton Financial believes disclosure would cause competitive harm.  You go on to describe the sorts of targets, which might give rise to the conclusion that disclosure of those targets could cause competitive harm.  Please advise the staff whether any of the targets to be used to set compensation for 2007, or used in determining 2006 targets, would cause competitive harm to Fulton Financial if they were disclosed.  If none of the targets used in either year would give rise to a determination that they are confidential under Instruction 4, please clarify that fact in your response.  If any of the targets are deemed confidential, due to the potential for competitive harm, please identify the types of targets and provide us with your
confidentiality analysis, describing how the disclosure of the targets would cause competitive harm.

Fulton’s Response

Fulton views none of the performance factors in 2006 or 2007 that were determined by objective performance measures as being likely to cause it “competitive harm” and therefore confidential under Instruction 4.  In its 2007 proxy statement, under “Determination of Amounts and Formula for Each Element of Compensation” on page 21, Fulton discussed the four critical performance factors used in 2006 for its CEO, R. Scott Smith, Jr., and in its first response to the Comment Letter, Fulton discussed in more detail the specific subcategories of these four performance factors that were capable of objective determination.  Although there were some changes made in the critical performance factors in 2007, Fulton does plan to provide a similar discussion in its 2008 proxy
statement of the 2007 performance factors that were capable of objective determination.  We also plan to describe the other more subjective performance factors in a manner similar to our discussion in the 2007 proxy statement.

In summary, Fulton does not believe that disclosure, in the manner described herein, of the objectively determined performance measures used in 2006 or 2007 would cause it competitive harm.

We trust that this letter will satisfactorily address the Commission’s follow-up comment of January 9, 2008.  If you have questions, please contact me.

            Sincerely,

/s/ George R. Barr, Jr.

George R. Barr, Jr.

Executive Vice President and

General Counsel

CORRESP
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January 18, 2008

Mr. Christian N. Windsor

Special Counsel

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

RE: Fulton Financial Corp

Definitive 14A

Filed April 2, 2007

File No. 00-10587

Dear Mr. Windsor:

I am responding on behalf of Fulton Financial Corporation (“Fulton”) to the Securities and Exchange Commission’s (“Commission”) follow-up comment letter dated January 9, 2008, which requests Fulton to either respond by January 23, 2008 or tell the Commission by that date when Fulton will provide its response.

As we discussed today, Fulton is requesting additional time to respond.  Fulton plans to respond to the Commission’s letter by February 13, 2008.  Thank you for allowing us this additional time to respond to the letter.

If you have any questions, please contact me at (717) 672-2089.

Sincerely,

/s/ George R. Barr, Jr.

George R. Barr, Jr.

Executive Vice President and

General Counsel

cc: Board of Directors

Senior Management

CORRESP
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October 26, 2007

Mr. Christian N. Windsor

Special Counsel

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

            RE: Fulton Financial Corp

Definitive 14A

Filed April 2, 2007

File No. 00-10587

Dear Mr. Windsor:

I am responding on behalf of Fulton Financial Corporation (“Fulton”) to the Securities and Exchange Commission’s (the “Commission”) comment letter dated August 21, 2007, which you signed. On behalf of Fulton, I want to thank you for the comments on our most recent proxy statement (the “2007 Proxy”) filed April 2, 2007. In preparing our 2007 Proxy, our goal was to provide our shareholders with disclosures that were clear and concise, satisfied the applicable regulations, and avoided excess, unnecessary information.  The Commission’s comments will help us in the preparation of our future proxy statements and the achievement of our goal.

Verbally, you informed me that the Commission was not asking Fulton to make changes in its current proxy statement, but was asking for Fulton to address the Commission’s comments in next year’s proxy statement. The following comments are based upon these verbal instructions and have been reviewed with our Executive Compensation Committee (the “Committee”). Our response to each comment appears in bold after each of your numbered comments below:

Compensation Discussion & Analysis (pg. 11)

1. Revise your Compensation Discussion and Analysis to provide a quantitative discussion of the terms of the necessary targets or performance objectives to be achieved in order for your executive officers in order to earn their incentive compensation for 2006 or 2007. The revised disclosure should discuss the specific items of company performance, such as those relating to earnings per share, return on average shareholders' equity, and other operational and strategic objectives and how your incentive awards are specifically structured around such performance goals. Please note that qualitative goals generally need to be presented to conform to the requirements of 402(b)(2)(v). To the extent that you determined that it was appropriate to omit specific targets, because the disclosure of the targets would cause competitive harm to Fulton Financial, provide the staff with your confidentiality analysis
supplementally. Furthermore, if you determine that any targets are confidential, provide disclosure regarding the level of difficulty associated with achieving performance goals. Please refer to Instruction 4 to Item 402(b) of Regulation S-K. In discussing how difficult it would be for the executive reach performance

targets or how likely it would be for the registrant to achieve the target levels, provide as much detail as necessary without providing information that poses a reasonable risk of competitive harm.

Fulton Response:

In the future, where it believes disclosure will not cause it competitive harm, Fulton will provide a quantitative discussion of the terms of the necessary material targets or performance objectives to be achieved in order for the named executive officers to earn their incentive compensation. However, Fulton would be reluctant to disclose specific targets for individual executives in certain situations. For example, specific individual targets concerning franchise expansion or market share, deposit, and loan growth in existing or new markets, where such disclosure would inform competitors of this business strategy and its level of success.  In these situations where Fulton believes it is appropriate to omit specific targets because disclosure would cause it competitive harm, Fulton will provide the Commission staff with its confidentiality analysis and will discuss the difficulty of achieving those targets.

We will expand our discussion in future proxy statements to discuss the threshold performance target for payment of a bonus.  For example, the Committee concluded that the threshold in 2006 should be that Fulton’s 2006 EPS growth must place it in the top two-thirds of the Comparator Peer group. In future years, the Committee may use a different threshold performance target before any incentive compensation is earned.

In addition, the named executive officers each had an individual scorecard and these scorecards along with a general discussion of the necessary targets or performance objectives to be achieved were described under “Determination of Amounts and Formula for Each Element of Compensation” on page 21 of the 2007 Proxy.  In the future we will further describe each of the critical performance factors on the “scorecard” for the CEO and the other named executive officers and the methodology used in determining the “scorecard” performance of all the named executive officers.

For example, the discussion of the four critical performance factors for Mr. Smith that were discussed in the 2007 Proxy beginning on page 21 will include a discussion of each of the sub-categories in each critical performance factor.  In  2006, Mr. Smith’s Financial Performance and Business Model factor included five equally rated sub-categories:  Earnings per share growth vs. Peers; Five year average total shareholder return vs. Peers; Net interest income vs. Peers; core deposit growth vs. Peers; and loan growth vs. Peers.  Depending upon Fulton’s quartile ranking among its peers, Mr. Smith received a ranking in each sub category of  “Excellent Results” (1st Quartile and a numerical score of “4”), “What is expected”  (2nd Quartile and a numerical score of “3”), “Making Progress” (3rd Quartile and a numerical score of “2”), or
“Below Expectations” (4th Quartile and a numerical score of “1”).

These rankings were also used in each of the other critical performance factors for Mr. Smith:  Risk Management; Customer Centricity; and Corporate Culture.  In the first two factors, Mr. Smith’s result was determined primarily by Fulton’s quartile ranking in its peer group.  The last two factors involved an objective measurement, some subjective determinations, as well as the results of periodic customer and employee satisfaction surveys conducted by third party companies hired by Fulton.  Fulton contemplates providing a similar but more detailed discussion in future proxy statements.

2

2. It appears that a significant amount of the determination of the compensation amounts, particularly with regards to the amounts awarded under the Variable Compensation Bonus Plan and your equity compensation plans, are based upon the discretion of the Compensation Committee. Revise your disclosure to discuss the factors that the Committee considered in using its discretion to set award amounts, including an analysis of how the factors affected the award amounts. Please refer to Item 402(b)(2)(vi) and Item 402(b)(l)(v) and (vi) of Regulation S-K.

Fulton Response:

The disclosure in future proxy statements will include a more detailed discussion of the factors that the Committee considered in using its discretion to set award amounts, including an analysis of how the factors affected the award amounts under the Variable Compensation Bonus Plan and option awards under the equity compensation plans.

Specifically, we will discuss the Committee’s focus on giving greater weight to the critical performance factors that are more directly aligned with the interests of shareholders.  For example, in 2006, the Committee increased the weight of Mr. Smith’s Financial Performance and Business Risk Model factor to 50%, maintained the Risk Management factor at 20%, and decreased both Customer Centricity and Corporate Culture factors to 15%.  The level of achievement for the first two factors was primarily determined objectively by where Fulton ranks in its peer group for each of the selected performance measures.  The last two factors involve more subjective determinations by the Committee.

The total number of shares available for grant under Fulton’s 2004 Stock Option and Compensation Plan (the “Stock Plan”) is objectively determined by application of the formula set out in the Stock Plan (see discussion for comment 6).  The number of options awarded to each named executive officer is primarily at the discretion of the Committee.  Factors it considers include managements’ recommendations, previous stock option awards, the performance of Fulton, achievement of individual goals, and the other components of compensation.

Committee Membership & Role (pg. 11)

3. You state that the role of the Committee is to "assist the Board"..."administer... compensation plan"... and take other actions consistent with its charter. Revise this section to discuss the extent to which the Board retains the ultimate authority to approve or set compensation. Furthermore, please clarify any and all limits upon the Committee's authority. For example we note your reference to the role of the Human Resources committee in setting holiday bonuses. Please refer to Item 407(e)(3)(i) of Regulation S-K.

3

Fulton Response:

Fulton will discuss in the future the Board’s role in the compensation process and the limits upon the Committee's authority, as well as the role of the Human Resources committee in setting holiday bonuses.

Specifically, in the future Fulton will indicate that as a NASDAQ listed company, it is required to comply with Rule 4350(c)(3) regarding Compensation of Officers.  This rule provides that compensation of the chief executive officer and other executive officers must be determined by or recommended to the board for determination, either by a majority of the independent directors or a compensation committee comprised solely of independent directors.  Fulton’s Executive Compensation Committee meets this latter requirement of Rule 4350 and this is what was intended to be communicated in the 2007 Proxy in saying that the role of the Executive Compensating Committee was to assist the Board in determining the compensation for the CEO and other named executive officers, and that final authority rests with the board.

In the future, Fulton will also make clear the different roles of the Executive Compensation Committee and the Human Resources Committee.  The former committee focuses on compensation for the named executive officers, certain other executives of Fulton, and the Board of Directors of Fulton.  The latter committee focuses on compensation and benefit plans in which all employees may participate, including the holiday bonus program.  In 2006, as pointed out in the 2007 Proxy, the CEO and other named executive officers participated in the holiday bonus program on the same basis as all other eligible employees and received a holiday bonus equal to two weeks pay.  However, beginning in 2007, the CEO and other named executive officers, as well as other officers who participate in the Variable Compensation Bonus Plan, will no longer participate in the holiday bonus program.  The Human Resource Committee also
determines which non-executive officers receive change in control agreements.

4. Revise your discussion of the use of Consultants to clarify the scope of the engagement for the Hay Group, and any instructions the Committee provided. Please refer to Item 407(e)(3)(iii) of Regulation S-K.

Fulton Response:

In the future, Fulton will revise its discussion of the use of consultants to clarify the scope of the engagement for the Hay Group and any other consultants that may be used, and will discuss the material elements of the instructions or directions given to them with respect to the performance of their duties under the engagement.

On page 12, under “Use of Consultants” we disclosed that the “Committee retained an external compensation consultant, the Hay Group, in 2005 and 2006 to review certain aspects of executive compensation and obtain recommendations for updates to Fulton Financial Corporation’s compensation programs. This included a base salary review and assistance with the creation of a new performance based bonus plan.” In addition, we outlined the Hay Group’s involvement in the creation of the two Peer Groups on page 13, their review of the annual base pay of the executives to insure a competitive market pay position on page 14 and their involvement in employment agreement development on page 18. With these sections viewed as a group, we believed that we had described the scope of

4

the engagement for the Hay Group and had generally outlined its role in recommending the amount or form of executive compensation.

Use of Peer Groups (pg. 12)

5. You discuss the Peer Group used by the Committee to evaluate compensation and your identification of the peer companies on page 13. Revise your disclosure to clarify how the information regarding peer compensation and peer performance is used by the Compensation Committee in setting compensation amounts and determining actual performance payouts. To the extent that the Committee targets a particular relationship between peer compensation and the compensation of Fulton's named executives, please discuss and identify the targeted relationship. Please refer to Item 402(b)(1)(v) and (vi) and Item 402(b)(2)(xiv) of Regulation S-K.

Fulton Response:

In its future proxy statements, Fulton will clarify how the information regarding peer compensation and peer performance is used by the Committee in setting compensation amounts and determining actual performance payouts and, to the extent applicable, we will discuss and identify any particular relationship targeted by the Committee between peer compensation and compensation for Fulton’s named executive officers.

Specifically, we will discuss the Committee’s view that it is important for retention and recruitment purposes for Fulton to offer competitive compensation packages and its goal of offering a total compensation package that is comparable with the market median of the peer group.  We will also discuss the Committee’s belief that by focusing more on performance pay opportunities for the executives; it can more closely align the executive compensation program with shareholder interests. We will clarify how the Committee uses information concerning compensation paid by peers to officers with similar titles and responsibilities in setting the compensation for each of Fulton’s named executive officers.  We will also discuss how the Committee considers both the individual’s performance and Fulton’s performance compared to its peers in certain performance categories in setting each
component of each executive’s compensation, including base pay, performance pay, and stock option awards.

Options & Restricted Shares (pg. 15)

6. Disclose the formula for determining the total number of options available for grant in the calendar year rather than referring to the 2004 option plan.

Fulton Response:

Beginning with its 2008 proxy statement, Fulton will provide the formula for determining the total number of options available for grant in the calendar year rather than referring to the 2004 option plan.  The 2004 Stock Option and Compensation Plan was approved by shareholders in 2004 and this plan was exhibit C to our 2004 Proxy filed with the Commission on March 18, 2004. Section 5.04 of the plan outlines the formula for determining the total number of options available and the text of that section as set forth below, or a summary thereof, will be included in the proxy statement.

5

5.04. The number of Shares available for Awards in any calendar year shall be determined depending upon the performance of the Company measured in terms of Total Shareholder Return (TSR) relative to a Peer Group, determined at the sole discretion of the Committee, for the five-year period immediately preceding the grant of the Award. The number of Shares available for Awards shall be determined in accordance with the following schedule:

            Company’s TSR Ranking

among the Peer Group for

Prior Five-Year Period

_______________________

            Percent of Tota

CORRESP
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filename1.htm

[FULTON FINANCIAL LETTERHEAD]

September 20, 2007

Mr. Christian N. Windsor

Special Counsel

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

RE: Fulton Financial Corp

Definitive 14A

Filed April 2, 2007

File No. 00-10587

Dear Mr. Windsor:

I am responding on behalf of Fulton Financial Corporation (“Fulton”) to the Securities and Exchange Commission’s (“Commission”) comment letter dated August 21, 2007, which requests Fulton to either respond by September 21, 2007 or tell the Commission by that date when Fulton will provide its response.

I understand that Fulton’s Corporate Secretary, George R. Barr, Jr., spoke with you and that the Commission has extended the deadline for Fulton to file a response until October 26, 2007.  This extension will allow Fulton to fully review the matter and have the Executive Compensation Committee review the response at its October meeting.

Thank you for providing Fulton with this extension to file its response to the Commission’s August 21, 2007 letter.

If you have any questions, please contact Mr. Barr at (717) 672-2089.

            Sincerely,

/s/ R. Scott Smith, Jr.

R. Scott Smith, Jr.

Chairman, President and

Chief Executive Officer

October 5, 2006

Mail Stop 4561

Mr. R. Scott Smith
Chairman, President and Chief Executive Officer
Fulton Financial Corporation
One Penn Square
P.O. Box 4887
Lancaster, Pennsylvania 17604

Re: Fulton Financial Corporation
 Form 10-K for Fiscal Year Ended December 31, 2005
 Filed March 16, 2006
  Forms 10-Q for Fiscal Quarters Ended
March 31, 2006 and June 30, 2006
 File Number: 000-10587

Dear Mr. Smith:

 We have completed our limited review of  your Form 10-K and related filings and
have no further comments at this time.

        S i n c e r e l y ,

John P. Nolan
Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

(717) 291-2473

September 28, 2006

Mr. Don Walker

Senior Assistant Chief Accountant

Mail Stop 4561

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Fulton Financial Corporation

Form 10-K for Fiscal Year Ended December 31, 2005

Filed March 16, 2006

Forms 10-Q for Fiscal Quarters Ended

March 31, 2006 and June 30, 2006

File Number 000-10587

Dear Mr. Walker:

We submit this letter in response to comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) dated September 19, 2006 relating to the above-referenced
filings, as set forth below.

    1.

    We note that in October 2005 you entered into a forward-starting interest rate swap
with a notional amount of $150 million in anticipation of the issuance of $150 million of
trust preferred securities in January 2006. Please tell us how you determined that this
hedging relationship meets the criteria for hedge accounting pursuant to paragraphs 28 and
29 of SFAS 133. Specifically address the following:

    •

    the nature and terms of the hedged item or transaction;

    •

    the nature and terms of the derivative instruments;

    •

    the specific documented risk being hedged;

    •

    the quantitative measures you use to assess effectiveness of each hedge both at
inception and on an ongoing basis; and

    •

    whether you apply the “short-cut” method or “matched terms” approach for assuming
no ineffectiveness for this hedging relationship pursuant to paragraphs 68 or 65, as
applicable, of SFAS 133.

On October 17, 2005, Fulton Financial Corporation entered into a forward-starting interest rate
swap with a notional amount of $150 million in anticipation of the issuance of $150 million of
trust preferred borrowings which was originally expected to occur in December 2005. The actual
trust preferred issuance was delayed until January 2006. The October 2005 swap was unwound
according to its terms on December 16, 2005 and a new swap entered into on the same date. In
accordance with DIG Issue G18, we concluded that the net derivative loss related to the
discontinued cash flow hedge should continue to be reported in other comprehensive income since it
was probable that the trust preferred issuance (the forecasted transaction) would occur within the
required additional two-month window.

Both transactions were evaluated under the provisions of SFAS 133 and the following items were
documented on a contemporaneous basis for each swap:

    1.

    The nature and terms of the hedged item or transaction — The exposure being
hedged is the variability in expected future cash flows related to the forecasted issuance
of $150 million of a 30-year fixed-rate trust preferred borrowing.

    2.

    The nature and terms of the derivative instruments — The hedging instrument is
a forward-starting interest rate swap which is mandatorily settled on December 16, 2005
(January 20, 2006 for the second swap). The specific terms of each instrument were
detailed in transaction confirmations from the counterparty which are included in our swap
documentation.

    3.

    The specific documented risk being hedged — The risk being hedged is the
variability in cash flows for the 60 future semi-annual interest payments attributable to
changes in the benchmark interest rate over the next 30 years related to the 30-year $150
million trust preferred borrowing expected to occur in two months (35 days for the second
swap).

    4.

    The quantitative measures used to assess effectiveness of each hedge both at
inception and on an ongoing basis — Hedge effectiveness was established retrospectively
and prospectively using regression analysis. Pursuant to DIG Issue G7, we identified the
hypothetical perfect derivative and performed a regression analysis with the actual
derivative instrument using an appropriate number of data points. We have concluded based
upon that regression analysis that the hedging relationships were highly effective both at
inception and on an ongoing basis.

    5.

    Whether the “short-cut” or “matched-terms” approach were applied for assuming no
ineffectiveness for this hedging relationship pursuant to paragraphs 68 or 65 of SFAS
133 — Neither of these approaches were used to assume no ineffectiveness. As noted
above, hedge ineffectiveness was measured using the “hypothetical derivative” method.

Fulton Financial Corporation hereby acknowledges that:

    •

    It 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

    •

    Fulton Financial Corporation 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.

If you have further questions, please do not hesitate to call myself at 717-291-2473 or Ms. Betsy
Chivinski, Corporate Controller, at 717-291-2689.

    Very truly yours,

Charles J. Nugent

Chief Financial Officer

September 19, 2006

Mail Stop 4561

Mr. R. Scott Smith
Chairman, President and Chief Executive Officer
Fulton Financial Corporation
One Penn Square
P.O. Box 4887
Lancaster, Pennsylvania 17604

Re: Fulton Financial Corporation
 Form 10-K for Fiscal Year Ended December 31, 2005
 Filed March 16, 2006
  Forms 10-Q for Fiscal Quarters Ended
March 31, 2006 and June 30, 2006
 File Number: 000-10587

Dear Mr. Smith:

We have reviewed your filings and have the following comment.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ents.  In our comment, we
may ask you to provide us with supplemental information so we may better understand
your disclosure.  Please be as detailed as n ecessary in your explanation.  After reviewing
this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

* * * * *

Mr. R. Scott Smith
Fulton Financial Corporation
September 19, 2006 Page 2

Form 10-K, filed March 16, 2006

Note A – Summary of Significant Accounting Policies

Derivative Financial Instruments, page 46
1. We note that in October 2005 you entered into  a forward-starting interest rate swap
with a notional amount of $150 million in  anticipation of the issuance of $150
million of trust preferred securities in January 2006. Please tell us how you
determined that this hedging relationshi p meets the criteria for hedge accounting
pursuant to paragraphs 28 and 29 of SFAS 133.  Specifically address the following:

• the nature and terms of the hedged item or transaction;
• the nature and terms of th e derivative instruments;
• the specific documented risk being hedged;
• the quantitative measures you use to assess effectiveness of each hedge both at
inception and on an ongoing basis; and
• whether you apply the “shor t-cut” method or “matched terms” approach for
assuming no effectiveness for this hedgi ng relationship pursuant to paragraphs
68 or 65, as applicable, of SFAS 133.

* * * * *
As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter that keys your response to our comment and provides any re quested supplemental information.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your  response to our comment.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an inform ed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

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

Mr. R. Scott Smith
Fulton Financial Corporation
September 19, 2006 Page 3

‚ 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact John Spitz, Staff Accountant at (202) 551-3484, or me at (202)
551-3490, if you have questions re garding these comments.

Sincerely,

Don Walker
Senior Assistant Chief Accountant