SecProbe.io

CORRESP
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 September 19, 2025

 VIA EDGAR FILING AND EMAIL

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Robert Arzonettiro

 Re: Investar Holding Corporation Registration Statement on Form S-4

 (File No. 333-290225)

 Ladies and Gentlemen:

 Under Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (“ Commission ”) under the Securities Act of 1933, as amended, Investar Holding Corporation (“ Registrant ”) hereby requests acceleration of the effective date of the above-captioned Registration Statement on Form S-4, as amended, so that it will become effective on Tuesday, September 23, 2025, at 2:00 p.m., Eastern Time, or as soon thereafter as practicable.

 Please contact Geoffrey S. Kay, an attorney with the Registrant’s outside legal counsel, Fenimore Kay Harrison LLP, at (512) 583-5909 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter. The Registrant also authorizes Geoffrey S. Kay to orally modify or withdraw this request for acceleration.

 Sincerely,

 INVESTAR HOLDING CORPORATION

 By:
 /s/ John J. D’Angelo

 John J. D’Angelo

 Chief Executive Officer and President

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 17, 2025

John J. D Angelo
Chief Executive Officer
Investar Holding Corporation
10500 Coursey Boulevard
Baton Rouge, LA 70816

 Re: Investar Holding Corporation
 Registration Statement on Form S-4
 Filed September 12, 2025
 File No. 333-290225
Dear John J. D Angelo:

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

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Geoffrey S. Kay
</TEXT>
</DOCUMENT>

CORRESP
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 September 15, 2025

 VIA EDGAR FILING AND EMAIL

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Eric Envall

 Re: Investar Holding Corporation Registration Statement on Form S-3

 (File No. 333-289991)

 Ladies and Gentlemen:

 Under Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (“ Commission ”) under the Securities Act of 1933, as amended, Investar Holding Corporation (“ Registrant ”) hereby requests acceleration of the effective date of the above-captioned Registration Statement on Form S-3, as amended, so that it will become effective on Wednesday, September 17, 2025, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable.

 Please contact Geoffrey S. Kay, an attorney with the Registrant’s outside legal counsel, Fenimore Kay Harrison LLP, at (512) 583-5909 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter. The Registrant also authorizes Geoffrey S. Kay to orally modify or withdraw this request for acceleration.

 Sincerely,

 INVESTAR HOLDING CORPORATION

 By:
 /s/ John J. D’Angelo

 John J. D’Angelo

 Chief Executive Officer and President

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 10, 2025

John J. D'Angelo
President and Chief Executive Officer
Investar Holding Corporation
10500 Coursey Boulevard
Baton Rouge, LA 70816

 Re: Investar Holding Corporation
 Registration Statement on Form S-3
 Filed September 2, 2025
 File No. 333-289991
Dear John J. D'Angelo:

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

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eric Envall at 202-551-3234 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

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December 6, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: John Stickel

Re:          Investar Holding Corporation Registration Statement on Form S-3

 (File No. 333-275784)

Acceleration Request

Requested Date: December 8, 2023

Requested Time: 4:00 p.m. Eastern Time

Ladies and Gentlemen:

Investar Holding Corporation requests that the United States Securities and Exchange Commission take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

Please contact Geoffrey S. Kay of Fenimore Kay Harrison LLP at (512) 583-5909 with any questions that you may have regarding this request.  In addition, please notify Mr. Kay by telephone when this request for acceleration has been granted.

Sincerely,

INVESTAR HOLDING CORPORATION

			By:
			/s/ John R. Campbell

			John R. Campbell

			Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
December 5, 2023
John J. D’Angelo
President and Chief Executive Officer
Investar Holding Corp
10500 Coursey Boulevard
Baton Rouge, LA 70816
Re:Investar Holding Corp
Registration Statement on Form S-3
Filed November 29, 2023
File No. 333-275784
Dear John J. D’Angelo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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June 17, 2022

VIA EDGAR FILING AND EMAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: David Gessert

Re:          Investar Holding Corporation Registration Statement on Form S-4, as amended

 (File No. 333-265381)

Ladies and Gentlemen:

Under Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (“Commission”) under the Securities Act of 1933, as amended, Investar Holding Corporation (“Registrant”) hereby requests acceleration of the effective date of the above-captioned Registration Statement on Form S-4, as amended, to June 22, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

Please contact Geoffrey S. Kay, an attorney with the Registrant’s outside legal counsel, Fenimore Kay Harrison LLP, at (512) 583-5909 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter. The Registrant also authorizes Geoffrey S. Kay to orally modify or withdraw this request for acceleration.

Sincerely,

INVESTAR HOLDING CORPORATION

			By:
			/s/ John J. D’Angelo

			John J. D’Angelo

			Chief Executive Officer & President

United States securities and exchange commission logo
June 8, 2022
John J. D’Angelo
President and Chief Executive Officer
Investar Holding Corporation
10500 Coursey Blvd.
Baton Rouge, LA 70816
Re:Investar Holding Corporation
Registration Statement on Form S-4
Filed June 2, 2022
File No. 333-265381
Dear Mr. D’Angelo:
            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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December 15, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: David Park

Re: Investar Holding Corporation Registration Statement on Form S-3

(File No. 333-249912)

Acceleration Request

Requested Date: December 17, 2020

Requested Time: 4:00 p.m. Eastern Time

Ladies and Gentlemen:

Investar Holding Corporation requests that the United States Securities and Exchange Commission take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

Please contact Geoffrey S. Kay of Fenimore, Kay, Harrison & Ford LLP at (512) 583-5909 with any questions that you may have regarding this request. In addition, please notify Mr. Kay by telephone when this request for acceleration has been granted.

Sincerely,

INVESTAR HOLDING CORPORATION

By: /s/ Christopher L. Hufft

      Christopher  L. Hufft

      Executive Vice President and

      Chief Financial Officer

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December 11, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: David Park

Re: Investar Holding Corporation Registration Statement on Form S-3

(File No. 333-249912)

Acceleration Request

Requested Date: December 14, 2020

Requested Time: 4:00 p.m. Eastern Time

Ladies and Gentlemen:

Investar Holding Corporation requests that the United States Securities and Exchange Commission take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

Please contact Geoffrey S. Kay of Fenimore, Kay, Harrison & Ford LLP at (512) 583-5909 with any questions that you may have regarding this request. In addition, please notify Mr. Kay by telephone when this request for acceleration has been granted.

Sincerely,

INVESTAR HOLDING CORPORATION

By: /s/ Christopher L. Hufft

      Christopher  L. Hufft

      Executive Vice President and

      Chief Financial Officer

United States securities and exchange commission logo
November 12, 2020
John J. D’Angelo
President and Chief Executive Officer
Investar Holding Corp
10500 Coursey Boulevard
Baton Rouge, LA 70816
Re:Investar Holding Corp
Registration Statement on Form S-3
Filed November 6, 2020
File No. 333-249912
Dear Mr. D’Angelo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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February 20, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: David Park

Re:

 Investar Holding Corporation Registration Statement on Form S-3

 (File No. 333-236315)

 Acceleration Request

 Requested Date: February 24, 2020

 Requested Time: 10:00 a.m. Eastern Time

Ladies and Gentlemen:

Investar Holding Corporation requests that the United States Securities and Exchange Commission take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

Please contact Geoffrey S. Kay of Fenimore, Kay, Harrison & Ford LLP at (512) 583-5909 with any questions that you may have regarding this request. In addition, please notify Mr. Kay by telephone when this request for acceleration has been granted.

Sincerely,

INVESTAR HOLDING CORPORATION

By:

 /s/ Christopher L. Hufft

Name:

 Christopher L. Hufft

Title:

 Executive Vice President and Chief Financial Officer

February 13, 2020
John D’Angelo
President and Chief Executive Officer
Investar Holding Corp.
10500 Coursey Boulevard
Baton Rouge, Louisiana 70816
Re:Investar Holding Corp.
Registration Statement on Form S-3
Filed February 7, 2020
File No. 333-236315
Dear Mr. D’Angelo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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December 17, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Jessica Livingston

Re:

 Investar Holding Corporation

 Request for Accelerated Effectiveness

Registration Statement on Form S-4

File No. 333-228621

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Investar Holding Corporation hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-4, as amended, so that it will become effective on Tuesday, December 18, 2018, at 4:00 p.m., Eastern time, or as soon as possible thereafter.

Please contact Stephanie E. Kalahurka, Esq. of Fenimore, Kay, Harrison & Ford, LLP at (512) 583-5900 with any questions you may have with this request.  In addition, please notify Ms. Kalahurka by telephone when this request for acceleration has been granted.

Very truly yours,

INVESTAR HOLDING CORPORATION

By:

 /s/ Christopher L. Hufft

Name:

 Christopher L. Hufft

Title:

 Executive Vice President and Chief Financial Officer

cc:    Stephanie E. Kalahurka, Fenimore, Kay, Harrison & Ford, LLP

December 6, 2018
John J. D’Angelo
President and Chief Executive Officer
Investar Holding Corp
7244 Perkins Road
Baton Rouge, Louisiana 70808
Re:Investar Holding Corp
Registration Statement on Form S-4
Filed November 30, 2018
File No. 333-228621
Dear Mr. D’Angelo:
            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 Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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October 19, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

Attn: Mr. Eric Envall

Re:

 Investar Holding Corporation

 Registration Statement on Form S-4 (as amended)

 File No. 333-220884

Acceleration Request

 Requested Date:

 October 23, 2017

 Requested Time:

 12:00 p.m. Eastern Time

Ladies and Gentlemen:

Investar Holding Corporation hereby respectfully requests that the effective date of the above referenced Registration Statement on Form S-4, as amended, be accelerated to 12:00 p.m., Eastern Time, on October 23, 2017, or as soon practicable thereafter.

Please contact Stephanie E. Kalahurka of Fenimore, Kay, Harrison & Ford LLP at (816) 292-8141 with any questions you may have regarding this request.  In addition, please notify Ms. Kalahurka by telephone when this request for acceleration has been granted.

Sincerely,

INVESTAR HOLDING CORPORATION

By:

 /s/ Christopher L. Hufft

 Christopher L. Hufft

Executive Vice President and Chief Financial Officer

Mail Stop 4720
October 16, 2017

Via E -mail
John J. D’Angelo
President and Chief Executive Officer
Investar Holding Corporation
7244 Perkins Road
Baton Rouge, L A 70808

Re: Investar Holding Corporation
  Registration Statement on Form S-4
Filed  October 10, 2017
  File No.  333-220884

Dear Mr. D’Angelo :

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

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

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

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief
Office of Financial Services

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[LETTERHEAD OF INVESTAR HOLDING CORPORATION]

January 6, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Re: Investar Holding Corporation

       Registration Statement on Form S-3

       Request for Acceleration of Effectiveness

       File No. 333-215238

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C, and in connection with the above-referenced Registration Statement on Form S-3, Investar Holding Corporation (the “Company”) hereby requests that said Registration Statement on Form S-3 be declared effective on Tuesday, January 10, 2017, at 3:00 p.m., Eastern time, or as soon thereafter as practicable.

If you have any questions regarding this request, please telephone Christina M. Gattuso of Kilpatrick Townsend & Stockton LLP, special legal counsel for the Company, at 202.508.5884.

Very truly yours,

INVESTAR HOLDING CORPORATION

/s/ Christopher L. Hufft

Christopher L. Hufft

Executive Vice President and

Chief Financial Officer

cc: Era Anagnosti, U.S. Securities and Exchange Commission

     Christopher Dunham, U.S. Securities and Exchange Commission

Mail Stop 4720

December 28, 2016

Via E -mail
John J. D’Angelo
President and Chief Executive Officer
Investar Holding Corporation
7244 Perkins Road
Baton Rouge, LA 70808

Re: Investar  Holding Corporation
  Registration Statement on Form S-3
Filed  December 22, 2016
  File No.  333-215238

Dear Mr. D’Angelo :

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 Christopher Dunham, Staff Attorney, at (202) 551 -3783  with any
questions .

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Christina M. Gattuso, Esq.

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CORRESP

 June 26, 2014

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, DC 20549

Re:
Investar Holding Corporation

Registration Statement on Form S-1, as amended (File No. 333-196014)

Request for Acceleration of
Effectiveness

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, the undersigned
representative of the participating underwriters (the “Representative”), hereby join in the request of Investar Holding Corporation that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so
that the Registration Statement will be declared effective at 3:00 p.m. on June 30, 2014, or as soon thereafter as practicable.

 Very truly yours,

 SANDLER O’NEILL & PARTNERS,
L.P.

 As Representative of the
Participating Underwriters

By:

/s/ Jennifer Docherty

 Name: Jennifer Docherty

Title: Managing Director

cc:
Kathryn McHale, Securities and Exchange Commission

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CORRESP

 7244 Perkins Road

Baton Rouge, Louisiana 70808

Telephone: (225) 227-2222

 Fax: (225)
227-2223

June 26, 2014

 VIA EDGAR

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Investar Holding Corporation (CIK 0001602658)

Registration Statement on Form S-1 (File No. 333-196014)

 Ladies and Gentlemen:

Investar Holding Corporation (the “Registrant”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended,
the acceleration of the effective date of the above-referenced Registration Statement. The Registrant requests that the Registration Statement become effective at 3:00 p.m., Eastern time, on June 30, 2014, or as soon thereafter as possible.

In connection with this acceleration request, the Registrant acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert 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.

 If you have any questions or comments concerning the foregoing, please call the undersigned at (225) 448-5461. Thank you
for your assistance.

 Very truly yours,

INVESTAR HOLDING CORPORATION

/s/ John J. D’Angelo

President and Chief Executive Officer

cc:
Ms. Kathryn McHale

Securities and Exchange Commission

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CORRESP

Louisiana | Mississippi | Texas | Florida | Alabama | North Carolina | London

 MARK W. JEANFREAU

 Partner

 Admitted in Louisiana and Texas

(504) 584-9236

jeanfrem@phelps.com

June 18, 2014

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

100 F. Street, N.E.

 Washington, D.C. 20549

 Attn.: Ms. Kathryn McHale, Senior Staff Attorney

Re:
Investar Holding Corporation

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

Filed June 4, 2014

File No. 333-196014

 Dear Ms. McHale:

 On behalf of Investar Holding Corporation (the
“Company”), we are submitting this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated June 10,
2014 (the “Comment Letter”) relating to the above-referenced pre-effective amendment to registration statement (the “Amended Registration Statement”). The Company is concurrently filing its Pre-Effective Amendment
No. 2 to Registration Statement on Form S-1 (the “Amendment”) that responds to the Staff’s comments to the Amended Registration Statement. Among other revisions to the Amended Registration Statement, the Amendment includes
the price range for the offering.

 In this letter, we have reproduced the comments from the Comment Letter in italicized,
boldface type and followed each comment with the Company’s response.

 Exhibit Index

1. Please delete the phrase in your legal opinion that “it is not, however, to be construed as a guaranty, nor is it a warranty…” You
may note that it is possible a court considering such matters may rule contrary to the opinion but purchasers are entitled to rely on the opinion. Refer to Section II.3.d of Staff Legal Bulletin 19 (October 14, 2011).

The legality opinion has been revised to delete the phrase referenced in the comment.

2. Please file a signed legality opinion and consent with your next amendment and revise the exhibit index.

A signed legality opinion has been filed as an exhibit to the Amendment, and the exhibit index has been revised accordingly. The required
consent is included in the legality opinion.

 *  *  *  *  *

COUNSELORS AT LAW

Canal Place | 365 Canal Street, Suite 2000 | New Orleans, Louisiana 70130-6534 | 504-566-1311 | 504-568-9130 Fax | phelpsdunbar.com

 Securities and Exchange Commission

 June 18, 2014

 Page 2

 If you have any additional questions or require any further information, please do not
hesitate to contact me at (504) 584-9236.

 Sincerely,

 /s/ Mark W. Jeanfreau

cc:
John J. D’Angelo

Randolf F. Kassmeier

Mark A. Fullmer

June 10, 2014

Via E -mail
Randolf F. Kassmeier, Esq.
Investar Holding Corporation
7244 Perkins Road
Baton Rouge, LA 70808

Re: Investar Holding Corporation
Amendment No. 1 to Registration Statement on Form S -1
Filed June 4, 2014
  File No. 333 -196014

Dear Mr. Kassmeier:

We have reviewed your amended registration statement  and related response letter and
have the following comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Amendment No. 1 to Registration Statement on Form S -1 filed June 4 , 2014

Exhibit Index

1. Please delete the phrase in your legal opinion that “it is not, however, to be construed as a
guaranty,  nor is it a warranty…” You may note that it is possible a court considering such
matters may rule contrary to the opinion but purchasers are entitled to rely on the opinion.
Refer to Section II.3.d of Staff Legal Bulletin  19 (October 14, 2011).

2. Please fi le a signed legality opinion and consent with your next amendment and revise
the exhibit index.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Randolf F. Kassmeier
Investar Holding Corporation
June 10, 2014
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, actin g pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may c ontact Christopher Dunham at (202) 551 -3783  or me at (202) 551 -3464  with
any questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc: Via E -mail
 Mark W. Jeanfreau, Esq.

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Correspondence Letter

Louisiana | Mississippi | Texas | Florida | Alabama | North Carolina | London

 MARK W. JEANFREAU

 Partner

 Admitted in Louisiana and Texas

(504) 584-9236

jeanfrem@phelps.com

June 4, 2014

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

100 F. Street, N.E. Washington, D.C. 20549

Attn.: Ms. Kathryn McHale, Senior Staff Attorney

Re:

Investar Holding Corporation

Registration Statement on Form S-1

Filed on May 16, 2014

File No. 333-196014

 Dear Ms. McHale:

On behalf of Investar Holding Corporation (the “Company”), we are submitting this letter in response to comments from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 30, 2014 (the “Comment Letter”) relating to the above-referenced registration
statement (the “Registration Statement”). The Company is concurrently filing its Pre-Effective Amendment No. 1 to Registration Statement on Form S-1 (the “Amendment”) that responds to the Staff’s comments
to the Registration Statement.

 In this letter, we have reproduced the comments from the Comment Letter in italicized,
boldface type and followed each comment with the Company’s response. Except as otherwise specifically indicated, page references in the Company’s responses correspond to the pages of the Amendment.

General

1. Please publicly disseminate your previous draft registration statement no later than 21 days before the date on which you conduct your road
show. Refer to page 28 of http://www.sec.gov/divisions/corpfin/guidance/drsfilingprocedures.pdf.

 The Company publicly
disseminated its draft registration statement on May 30, 2014. As a result, it will not conduct its road show prior to June 20, 2014.

 Dividend Policy, page 34

 2. We note your revisions in response to comment 11 in our
letter dated April 9, 2014 and reissue in part. Please disclose in this section the total amount of your subordinated debt (and related trust preferred securities), as well as the payment schedule and installment amount due for all securities
which rank senior to the common stock you are registering, and may therefore restrict your ability to pay dividends.

 COUNSELORS AT LAW

 Canal Place | 365 Canal Street, Suite 2000 | New Orleans, Louisiana 70130-6534 | 504-566-1311 |
504-568-9130 Fax | phelpsdunbar.com

 Securities and Exchange Commission

June 4, 2014

 Page 2

 The disclosures in the Dividend Policy section have been revised
on page 34 to include the total amount of the Company’s junior subordinated debentures (and related trust preferred securities) as well as the payment schedule and installment amount due therefor.

Allowance for Loan Losses, page 76

 3. Please revise disclosure on page 78 for both your allocation of the allowance for loan losses by loan category and your table of the amount of the allowance for loan losses allocated to each loan
category as a percentage of total loans to include historical information as of December 31, 2013.

 The
referenced tables inadvertently labeled the columns containing the information as of December 31, 2013 with respect to the amount of the allowance for loan losses by loan category and the amount of the allowance for loan losses allocated to
each loan category as a percentage of total loans, respectively, as being as of March 31, 2013. These two tables have been revised on page 79 to correct this error.

Exhibit Index

 4. Please file all outstanding exhibits, including the legality opinion, with your next amendment.

 A form of underwriting agreement and a form of the legality opinion have been filed as exhibits to the Amendment.

 *****

 If you have any additional questions or require any further information,
please do not hesitate to contact me at (504) 584-9236.

 Sincerely,

/s/ Mark W. Jeanfreau

cc:

John J. D’Angelo

Randolf F. Kassmeier

Mark A. Fullmer

May 30, 2014

Via E -mail
Randolf F. Kassmeier, Esq.
Investar Holding Corporation
7244 Perkins Road
Baton Rouge, LA 70808

Re: Investar Holding Corporation
Registration Statement on Form  S-1
Filed May 16, 2014
  File No. 333 -196014

Dear Mr. Kassmeier:

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

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell  us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Registration Statement on Form S -1 filed May 16, 2014

General

1. Please publicly disseminate your previous draft registration statement no later than 21
days before the date on which you conduct your road show. Refer to page 28 of
http://www.sec.gov/divisions/corpfin/guidance/drsfilingprocedures.pdf.

Dividend Policy, page 34

2. We note your revisions in response to comment 11 in our letter dated April 9, 2014 and
reissue in part. Please disclose in this section the total amount of your subordinated debt
(and related trust preferred securities), as well as the payment schedule and installment
amount due for all securities which rank senior to the common stock you are registering,
and may therefore restrict your ability to pay dividends.

Randolf F. Kassmeier
Investar Holding Corporation
May 30, 2014
Page 2

 Allowance for Loan Losses, page 76

3. Please revise disclosure on page 78 for both your allocation of the allowance for loan
losses by loan category and your table of the amount of the allowance for loan losses
allocated to each loan category as a percentage  of total loans to include historical
information as of December 31, 2013.

Exhibit Index

4. Please file all outstanding exhibits, including the legality opinion, with your next
amendment.

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

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their  respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Randolf F. Kassmeier
Investar Holding Corporation
May 30, 2014
Page 3

 You may c ontact John Spitz, Staff Accountant  at (202) 551 -3484  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 Christopher Dunham at (202) 551 -3783
or me at (202) 551 -3464  with any other questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc: Via E-mail
 Mark W. Jeanfreau, Esq.

CORRESP
1
filename1.htm

CORRESP

 MARK W. JEANFREAU

Partner

 Admitted in Louisiana and
Texas

 (504) 584-9236

jeanfrem@phelps.com

May 16, 2014

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

Attn.: Ms. Kathryn McHale, Senior Staff Attorney

Re:
Investar Holding Corporation

 Draft Registration Statement on Form S-1

Submitted Confidentially on March 14, 2014

CIK No.
0001602658

 Dear Ms. McHale:

On behalf of Investar Holding Corporation (the “Company”), we are submitting this letter in response to comments from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated April 9, 2014 (the “Comment Letter”) relating to the above-referenced draft submission
(the “Confidential Submission”). The Company is concurrently filing its Registration Statement on Form S-1 (the “Registration Statement”) that responds to the Staff’s comments to the Confidential Submission and
also updates, clarifies and renders more complete the information contained in the Confidential Submission.

 In this letter, we have
reproduced the comments from the Comment Letter in italicized, boldface type and followed each comment with the Company’s response. Expect as otherwise specifically indicated, page references in the Company’s responses correspond to the
pages of the Registration Statement.

 General

1. Please note the updating requirements in accordance with Rule 8-08 of Regulation S-X.

The Company has updated the financial statements included in the Registration Statement as required under Rule 8-08 of Regulation S-X.

2. We note that you have elected not to submit a price range at this point. In order to expedite our review of many sections affected by the price of
the offering, the staff would be happy to look at a draft range at any point.

 The Staff’s comment is noted. The price range
will be added to the prospectus once the price range for the offering is determined.

 May 16, 2014

 Page
 2

 3. Please supplementally provide us with copies of all written communications, as defined in Rule 405
under the Securities Act, that you, or anyone authorized to do so on your behalf, presented (or intends to present) to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the
communications. Similarly, please supplementally provide us with any research reports about you that were published or distributed (or are published before you file publicly) in reliance upon Section 2(a)(3) of the Securities Act of 1933 added
by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

The Company acknowledges the Staff’s comment and confirms that it will provide the Staff with (1) any written communications
presented by or on behalf of the Company to potential investors in reliance on Section 5(d) of the Securities Act and (2) any research reports published or distributed in reliance on Section 2(a)(3) of the Securities Act. The Company
confirms to the Staff that no such materials have been presented, published or distributed to date.

 Cover Page

4. Please disclose the underwriting arrangements on the cover page in accordance with Item 501(b)(8) of Regulation S-K.

The cover page of the prospectus has been revised to reflect that the offering of the Company’s common stock will be conducted on a firm
commitment basis.

 Prospectus Summary, page 3

5. Please add a discussion about your current operations, including a summary of your loan portfolio and present income streams.

The Company has included the requested discussion in the Prospectus Summary section on pages 3 and 4.

6. We note your disclosure on page 7 that you “have no present agreement or plan concerning any specific acquisition or similar transaction.”
Please revise your Summary, on pages 4 and 5, and your Business section, on pages 36 and 37, to include similar disclosure when discussing your growth strategy or referencing future acquisition opportunities.

The Company has revised the Prospectus Summary and Business sections as requested on page 5 and page 45, respectively.

Our Competitive Strengths, page 4

 7. We note your
discussion on page 18 of the risks posed by your recent acquisitions and what appear to be ongoing efforts “to integrate the acquired assets and operations” of SLBB and FCB. Please reconcile this disclosure with the subheading “Proven
Ability in Acquisition Execution and Integration” and disclosure that you have already “efficiently integrated the acquired operations of the SLBB and the FCB.” Make corresponding revisions on pages 35 and 36.

The Company has completed the integration of the acquired assets and operations of both SLBB and FCB, and nothing occurred in the integration
process for either acquisition that the Company believes will materially impact its ability to realize the anticipated benefits of the SLBB and FCB acquisitions. Accordingly, the risk factor beginning on page 21 has been revised to

 May 16, 2014

 Page
 3

delete integration as one of the factors that might impede the Company’s ability to achieve the anticipated benefits of these acquisitions. The risk factor entitled “We may face risks
with respect to future acquisitions.” on page 21 also has been revised to include a more detailed discussion of the risks associated with integrating the operations and personnel of an acquired business.

Our Markets, page 5

 8. Disclose the concentration
of your business in your primary market areas. In this regard we note your disclosure on page 13 that 96.13% of your loan portfolio is secured by properties or other collateral located in Louisiana and that 74.55% of the loans in your loan portfolio
were made to borrowers who live or work in either the Baton Rouge or New Orleans metropolitan areas.

 This discussion has been
updated to include the requested disclosure on page 6.

 9. Revise to provide a more balanced view of your primary market areas or Southern Louisiana
on the whole, addressing both the positive and negative features of these markets. For example, consider discussing industry segments, unemployment rates and trends, average home prices and sales, as well as car sales and repossessions.

The discussion of the Company’s market areas in the Prospectus Summary and Business sections on page 7 and page 42,
respectively, has been revised beginning to balance the discussion as requested.

 10. We note that you have a “relatively small market
share” but have not provided any context in your summary to make a relational comparison. Please disclose that your primary market areas are “dominated by a very few large financial institutions,” as you note on page 37, or provide
specific information about your competition’s market share, as you disclose on page 35.

 The summary discussion of the
Company’s market share has been revised to include the requested disclosure on page 6.

 Dividend Policy, page 29

11. Revise to disclose the terms and features of your junior subordinated debt and trust preferred securities that may restrict your ability to pay
dividends. Similarly revise page 7 to note that you have securities currently outstanding which have a preference over dividends.

The disclosures in The Offering and Dividend Policy sections have been revised, on page 8 and page 34, respectively, to address
the restrictions on the Company’s payment of dividends under its junior subordinated debt and trust preferred securities.

 Dilution, page 31

 12. Please advise whether “Shareholders as of December 31, 2013” in the table at the bottom of the page were all either
officers, directors, promoters, or affiliated persons. If not, revise to compare the effective cash costs of the common equity acquired by these individuals in all transactions during the previous five years to the public offering price. Refer to
Item 506 of Regulation S-K.

 May 16, 2014

 Page
 4

 In each prior offering of Investar Bank common stock (which stock was subsequently exchanged
for Company common stock in the Share Exchange (as defined on page 8)), all officers, directors, promoters and affiliated persons participating in such offering paid the same price as all other participants in the same offering. The introductory
paragraph to the applicable table in the Dilution section on page 37 has been revised accordingly.

 Price Range of Our Common Stock, page 32

 13. Revise to describe the various factors considered in determining the offering price for your securities. Refer to Item 505 of
Regulation S-K.

 This section contains a cross-reference to the Underwriting section of the Registration Statement where
these factors are discussed in more detail. This cross-reference (on page 38) has been updated to specifically reference the subsection of the Underwriting section where these factors are discussed.

Business, page 32

 Lending Activities, page 38

 14. Please revise to label the pie chart on page 38 as the legend provided is insufficiently legible.

The pie chart on page 46 has been revised as requested.

15. We note that your current auto loan lending standards “limit[] [y]our lending risk” and that your proposed finance company subsidiary
would lend to those whose credit scores would not satisfy these standards. Please revise to expand upon this new line of business, for example: quantify your anticipated lending standards, disclose how or if you will manage the additional lending
risk, and explain your rationale for creating and then lending through a subsidiary as opposed to directly adjusting your Bank’s lending standards. Please disclose the criteria that your new lending facility will use to choose dealers which it
will indirectly loan through, including whether it will utilize your Bank’s existing relationships with automotive dealerships.

The discussion under the heading “Lending Activities” in the Business section, beginning on page 48, has been revised to more
fully explain the Company’s finance company-type lending, including to address the matters listed in comment 15.

 16. We note both that more
than 95% of your secured loans are located in Louisiana and that you consider hurricanes or other adverse weather conditions to be a material risk for your operations in Southern Louisiana. Please disclose your policies on insuring or requiring
insurance on your secured properties.

 The discussion under the heading “Lending Activities” in the Business
section has been revised on page 50 to include a discussion of the Company’s requirements with respect to insuring loan collateral.

 Credit Risk
Management, page 41

 17. We note that more than 25% of your total loan portfolio is comprised of auto loans that have been issued indirectly
through automotive dealerships. As a result, neither the second or third bullet underneath your subheading titled “Underwriting” appears to be applicable to

 May 16, 2014

 Page
 5

these loans, nor does your loan underwriting and credit approval process appear to be “centralized” with respect to this sizable segment of your loan portfolio. Please revise this
apparent discrepancy or advise.

 The Company concurs with the Staff that the second bullet under the subheading titled
“Underwriting” in the “Credit Risk Management” subsection is not applicable to its indirect auto lending. The Company relies on a borrower’s FICO in lieu of a pre-existing relationship. This bullet on page 50 has been
revised accordingly.

 As disclosed in the discussion of the Company’s consumer lending under the heading “Lending
Activities” in the Business section on page 48, before any indirect auto loan is funded, the borrower’s loan application is submitted to the Company’s credit department by an automobile dealer with whom the Company has a
relationship. The Company underwrites the auto loan based on its review of the information contained in the application itself, coupled with the information obtained about a borrower from the borrower’s credit report, the amount of the proposed
loan and the existence of collateral securing the loan’s repayment. Accordingly, the Company believes that the third bullet under the subheading titled “Underwriting” in the “Credit Risk Management” subsection is applicable
to its indirect auto lending and so has not revised such bullet.

 Description of Capital Stock, page 91

Stock Warrants, page 92

 18. We note that you
“expect to extend the expiration date of [certain] warrants through the completion of this offering.” Supplementally advise whether you will be registering any warrants and, if not, explain how you will extend the expiration date of these
warrants.

 The Company does not intend to register any warrants. Under the terms of the relevant warrants, the Company has the
ability to extend the expiration date of the warrants without the consent or approval of the holders thereof or the payment of any consideration to or from such holders. Based on guidance set forth in the Staff’s no-action letter to Tice
Technologies, Inc. dated November 22, 1999 and in the no-action letters referenced therein, the Company concluded that the extension of the warrants did not constitute an “offer” or “sale” as defined in Section 2(a)(3)
of the Securities Act, and registration of the warrant was not required. On March 13, 2014, the board of directors of the Company adopted an amendment to the warrants extending the expiration date of the warrants, and notification of the new
expiration date was given to the holders of the warrants. No commission or remuneration was paid or given in connection with the warrant extension, and the Company did not receive anything of value from the extension.

Where You Can Find More Information, page 101

 19.
Please do not qualify your disclosure. Although you may refer investors to your exhibits for more detailed information, you must disclose all material features in the prospectus itself. Please revise to delete similar impermissible qualifications on
pages 85 and 91.

 The referenced language on pages 107, 114 and 125 has been revised to address the Staff’s comment.

 May 16, 2014

 Page
 6

 Note B. Acquisition Activity, page F-16

20. We note disclosure of your acquisition of First Community Bank (“FCB”) effective May 1, 2013. Please tell us how you considered the
significance of this acquisition in determining whether to provide audited historical financial statements of FCB in this draft registration statement on Form S-1. Please refer to Rule 8-04 of Regulation S-X.

The Company has determined that Rule 8-04 of Regulation S-X requires the Company to include (1) audited financial statements of FCB
as of and for the year ended December 31, 2012, (2) unaudited financial statements of FCB as of and for the three month periods ended March 31, 2013 and 2012, and (3) a pro forma income statement for the year ended
December 31, 2013. The Company has furnished as annexes to the prospectus included in the Registration Statement the aforementioned audited financial statements of FCB and pro forma income statement. Pursuant to its letter dated April 29,
2014, the Office of Chief Accountant of the Division of Corporation Finance waived the obligation of the Company to provide unaudited financial statements of FCB as of and for the three month periods ended March 31, 2013 and 2012, subject to
the provision of certain information described in such letter. The Registration Statement has been revised to include, as an annex to the prospectus, the information required by the Office of Chief Accountant of the Division of Corporation Finance.

 Note E. Allowance for Loan Losses, page F-24

21. Please revise the Allowance for Loan Losses and Recorded Investment in Loans Receivable table on page F-25 to disclose separately the amounts
attributable to loans acquired with deteriorated credit quality, i.e., ASC 310-30 loan

April 9 , 2014

Via E -mail
Randolf F. Kassmeier, Esq.
Investar Holding Corporation
7244 Perkins Road
Baton Rouge, LA 70808

Re: Investar Holding Corporation
Draft Registration Statement on Form S-1
Submitted  March 14, 2014
  CIK No. 000160658

Dear Mr. Kassmeier :

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

Please respond to this letter by providing  the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is ap propriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Draft Registrati on Statement on Form S -1 filed March 14, 2014

General

1. Please note the updating requirements in accordance with Rule 8 -08 of Regulation S -X.

2. We note that you have elected not to submi t a price range at this point. In order to
expedite our review of many sections affected by the price of the offering, the staff would
be happy to look at a draft range at any point.

3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, presented (or intends to present) to potential investors in reliance on Section 5(d)
of the Securities Act, whether or not they retain copies of the communications. Similarly,
please supplementally provide us with  any research reports about you that were published

Randolf F. Kassmeier
Investar Holding Corporation
April 9 , 2014
Page 2

 or distributed (or are published before you file publicly) in reliance upon Section 2(a)(3)
of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business
Startups Act by any broker o r dealer that is participating or will participate in your
offering.

Cover Page

4. Please disclose the underwriting arrangements on the cover  page in accordance with Item
501(b)(8) of Regulation S -K.

Prospectus Summary, page 3

5. Please add a discussion abo ut your current operations, including a summary of your loan
portfolio and present income streams.

6. We note your disclosure on page 7 that you “have no present agreement or plan
concerning any specific acquisition or similar transaction.” Please revise you r Summary,
on pages 4 and 5, and your Business section, on pages 36 and 37, to include similar
disclosure when discussing your growth strategy or referencing future acquisition
opportunities.

Our Competitive Strengths, page 4

7. We note your discussion on p age 18 of the risks posed by your recent acquisitions and
what appear to be ongoing efforts “to integrate the acquired assets and operations” of
SLBB and FCB. Please reconcile this disclosure with the subheading “Proven Ability in
Acquisition Execution and  Integration” and disclosure that you have already “efficiently
integrated the acquired operations of the SLBB and the FCB.”  Make corresponding
revisions on pages 35 and 36.

Our Markets, page 5

8. Disclose the concentration of your business in your primary market areas. In this regard
we note your disclosure on page 13 that 96.13% of your loan portfolio is secured by
properties or other collateral located in Louisiana and that 74.55% of the loans in your
loan portfolio were made to borrowers who live or work  in either the Baton Rouge or
New Orleans metropolitan areas.

9. Revise to provide a more balanced view of your primary market areas or Southern
Louisiana on the whole, addressing both the positive and negative features of these
markets. For example, conside r discussing industry segments, unemployment rates and
trends, average home prices and sales, as well as car sales and repossessions.

Randolf F. Kassmeier
Investar Holding Corporation
April 9 , 2014
Page 3

 10. We note that you have a “relatively small market share” but have not provided any
context in your summary to make a relat ional comparison. Please disclose that your
primary market areas are “dominated by a very few large financial institutions,” as you
note on page 37, or provide specific information about your competition’s market share,
as you disclose on page 35.

Dividen d Policy, page 29

11. Revise to disclose the terms and features of your junior subordinated debt and trust
preferred securities that may restrict your ability to pay dividends. Similarly revise page 7
to note that you have securities currently outstanding whi ch have a preference over
dividends.

Dilution, page 31

12. Please advise whether “Shareholders as of December 31, 2013” in the table at the bottom
of the page were all either officers, directors, promoters, or affiliated persons. If not,
revise to compare th e effective cash costs of the common equity acquired by these
individuals in all transactions during the previous five years to the public offering price.
Refer to Item 506 of Regulation S -K.

Price Range of Our Common Stock, page 32

13. Revise to describe th e various factors considered in determining the offering price for
your securities. Refer to Item 505 of Regulation S -K.

Business, page 32

Lending Activities, page 38

14. Please revise to label the pie chart on page 38 as the legend provided is insufficient ly
legible.

15. We note that your current auto loan lending standards “limit[] [y]our lending risk” and
that your proposed finance company subsidiary would lend to those whose credit scores
would not satisfy these standards. Please revise to expand upon this new line of business,
for example : quantify your anticipated lending standards, disclose how or if you will
manage the additional lending risk, and explain your rationale for creating and then
lending through a subsidiary as opposed to directly adjusting your Bank’s lending
standards. Please disclose the criteria that your new lending facility will use to choose
dealers which it will indirectly loan through, including whether it will utilize your Bank’s
existing relationships with automotive deal erships.

Randolf F. Kassmeier
Investar Holding Corporation
April 9 , 2014
Page 4

 16. We note both that more than 95% of your secured loans are located in Louisiana and that
you consider hurricanes or other adverse weather conditions to be a material risk for your
operations in Southern Louisiana. Please disclose your policies on insuring or requiring
insurance on your secured properties.

Credit Risk Management, page 41

17. We note that more than 25% of your total loan portfolio is comprised of auto loans that
have been issued indirectly through automotive dealerships. As a result, neither the
second or third bullet underneath your subheading titled “Underwriting” appears to be
applicable to these loans, nor does your loan underwriting and credit approval process
appear to be “centralized” with respect to this sizable segment of your loan portfolio.
Please revise this apparent discrepancy or advise.

Description of Capital Sto ck, page 91

Stock Warrants, page 92

18. We note that you “expect to extend the expiration date of [certain] warrants through the
completion of this offering.” Supplementally advise whether you will be registering any
warrants and, if not, explain how you wil l extend the expiration date of these warrants.

Where You Can Find More Information , page 101

19. Please do not qualify y our disclosure. Although you may refer investors to your exhibits
for more detailed information,  you must disclose all material features  in the prospectus
itself. Please revise to delete similar impermissible qualifications on pages 85 and 91.

Note B. Acquisition Activity, page F -16

20. We note disclosure of your acquisition of First Community Bank (“FCB”) effective May
1, 2013.  Please tell us how you considered the significance of this acquisition in
determining whether to provide audited historical financial statements of FCB in this
draft registration statement on Form S -1. Please refer to Rule 8 -04 of Regulation S -X.

Note E. Allowance for Loan Losses, page F -24

21. Please revise the Allowance for Loan Losses and Re corded Investment in Loans
Receivable table on page F-25 to disclose sep arately the amounts attributable to loans
acquired with deteriorated credit quality, i.e., ASC 310 -30 loans. Refer to ASC 310 -10-
50-11B(g) and (h) and the example disclosure in ASC 310 -10-55-7 for guidance.

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide

Randolf F. Kassmeier
Investar Holding Corporation
April 9 , 2014
Page 5

 in the Division’s October 11 , 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncement s/drsfilingprocedures101512.htm .

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend to us e Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in o ur comment
letters to you.

You may c ontact John Spitz, Staff Accountant  at (202) 551 -3484  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 Christopher Dunham at (202) 551 -3783
or me at (202) 551 -3464  with any other questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc: Via E -mail
 Mark W. Jeanfreau, Esq.