SecProbe.io

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 Mid Penn Bancorp, Inc.

 2407 Park Drive

 Harrisburg, Pennsylvania 17110

 December 17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, NE

 Washington, DC, 20549

 Attn: Mr. Todd Schiffman

 Re: Mid Penn Bancorp, Inc.

 Acceleration Request

 Registration Statement on Form S-4/A

 File No. 333-291759

 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 "), Mid Penn Bancorp, Inc., 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 19, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

 The Company hereby authorizes
Kevin M. Houlihan 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 Kevin M. Houlihan, Holland & Knight LLP, 800 17th
Street N.W., Suite 1100, Washington, DC 20006.

 If you have any questions
regarding this request, please telephone Kevin M. Houlihan at (202) 469-5269 or, in his absence, William H. Levay at (202) 469-5271 at
the law firm of Holland & Knight LLP.

 Very truly yours,

 /s/ Rory G. Ritrievi

 Rory G. Ritrievi

 President and Chief Executive Officer

 cc:
 Justin T. Webb

 (Mid Penn Bancorp, Inc.)

 Kevin M. Houlihan

 (Holland & Knight LLP)

 William H. Levay

 (Holland & Knight LLP)

 1

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 MID PENN BANCORP, INC.

2407 Park Drive

Harrisburg, Pennsylvania 17110

February 5, 2025

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
 Mid Penn Bancorp, Inc.

 
 Registration Statement
on Form S-4

 
 File No. 333-284342

 
 Request for Effectiveness

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Mid Penn Bancorp, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to February 7, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our counsel, Pillar Aught LLC, request by telephone that such Registration Statement be declared effective at some other time. In
making this acceleration request, the Registrant acknowledges that it is aware of its responsibilities under the Act.

 Please contact
Kenneth J. Rollins, of Pillar Aught LLC, at (717) 308-9633 or krollins@pillaraught.com with any questions you may have concerning this request, and please notify him when this request for
acceleration has been granted.

Very truly yours,

MID PENN BANCORP, INC.

By:

/s/ Rory G. Ritrievi

Name:

Rory G. Ritrievi

Title:

President and Chief Executive Officer

cc.
 Kenneth J. Rollins, Esq.

January 27, 2025
Rory G. Ritrievi
President and Chief Executive Officer
Mid Penn Bancorp, Inc.
2407 Park Drive
Harrisburg, PA 17110
Re:Mid Penn Bancorp, Inc.
Registration Statement on Form S-4
Filed January 17, 2025
File No. 333-284342
Dear Rory G. Ritrievi:
            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

United States securities and exchange commission logo
December 18, 2023
Allison Johnson
Chief Financial Officer
Mid Penn Bancorp, Inc.
2407 Park Drive
Harrisburg, PA 17110
Re:Mid Penn Bancorp, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 16, 2023
File No. 001-13677
Dear Allison Johnson:
            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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MID PENN BANCORP, INC.

2407 Park Drive

Harrisburg, Pennsylvania 17110

December 11, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:    William Schroeder and

            Amit Pande

Re:       Mid Penn Bancorp, Inc.

            Form 10-K for Fiscal Year Ended December 31, 2022

Filed March 16, 2023

File No. 001-13677

Ladies and Gentlemen:

This letter is submitted on behalf of Mid Penn Bancorp, Inc. (“Mid Penn”) in response to the letter dated December 7, 2023, from the staff of the Office of Finance of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) relating to Mid Penn’s Annual Report on Form 10-K for the year ended December 31, 2022.

For your convenience, the text of the Staff’s comment is set forth in bold below followed by Mid Penn’s response.

Form 10-K filed March 16, 2023

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

Loans, page 40

1.We note the tabular disclosure on page 40 detailing the composition of your gross loan

portfolio, which includes commercial real estate (“CRE”). Given the significance of CRE

in your total loan portfolio, please revise your disclosures, in future filings, to further

disaggregate the composition of your CRE loan portfolio by separately presenting owner

and non-owner occupied, by borrower type (e.g., by office, hotel, multifamily, etc.),

geographic concentrations and other characteristics (e.g., current weighted average and/or

range of loan-to-value ratios, occupancy rates, etc.) material to an investor’s

understanding of your CRE loan portfolio. In addition, revise to describe the specific

details of any risk management policies, procedures or other actions undertaken by

management in response to the current environment.

In our future filings, we will disaggregate the composition of our CRE loan portfolio by separately presenting owner and non-owner occupied, by borrower type, geographic concentrations and other characteristics that management believes is material to an investor’s

understanding of our CRE loan portfolio. We will also describe the specific details of any risk management policies, procedures or other actions undertaken by management in response to the current economic environment.

On behalf of Mid Penn, I hereby acknowledge that Mid Penn is responsible for the adequacy and accuracy of the disclosure in our filings, notwithstanding any review, comments, action or absence of action by the Staff.

                                                                                    Very truly yours,

                                                                                    MID PENN BANCORP, INC.

                                                                                    By:      /s/ Allison S. Johnson

                                                                                                Allison S. Johnson

Sr. EVP & CFO

United States securities and exchange commission logo
December 7, 2023
Allison Johnson
Chief Financial Officer
Mid Penn Bancorp, Inc.
2407 Park Drive
Harrisburg, PA 17110
Re:Mid Penn Bancorp, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 16, 2023
File No. 001-13677
Dear Allison Johnson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K filed March 16, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Loans, page 40
1.We note the tabular disclosure on page 40 detailing the composition of your gross loan
portfolio, which includes commercial real estate (“CRE”). Given the significance of CRE
in your total loan portfolio, please revise your disclosures, in future filings, to further
disaggregate the composition of your CRE loan portfolio by separately presenting owner
and non-owner occupied, by borrower type (e.g., by office, hotel, multifamily, etc.),
geographic concentrations and other characteristics (e.g., current weighted average and/or
range of loan-to-value ratios, occupancy rates, etc.) material to an investor’s
understanding of your CRE loan portfolio. In addition, revise to describe the specific
details of any risk management policies, procedures or other actions undertaken by
management in response to the current environment.
            In closing, we remind you that the company and its management are responsible for the

 FirstName LastNameAllison Johnson
 Comapany NameMid Penn Bancorp, Inc.
 December 7, 2023 Page 2
 FirstName LastName
Allison Johnson
Mid Penn Bancorp, Inc.
December 7, 2023
Page 2
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact William Schroeder at 202-551-3294 or Amit Pande at 202-551-3423 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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 MID PENN BANCORP, INC.

2407 Park Drive

Harrisburg, Pennsylvania 17110

August 30, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Madeleine Mateo

Re:
 Request for Acceleration of Effectiveness

Mid Penn Bancorp, Inc.

Registration Statement on Form S-3 (File
No. 333-274177)

 Dear Ms. Mateo:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities Act of 1933, as amended, Mid Penn Bancorp, Inc. hereby respectfully requests that
the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 and declare the Registration Statement effective as of 4:00 p.m., Eastern
Daylight Time, on September 1, 2023, or as soon thereafter as possible.

 We request that we be notified of such effectiveness by a telephone call to
Kenneth J. Rollins of Pillar+Aught at (717) 308-9633 and that such effectiveness also be confirmed in writing.

Very truly yours,

MID PENN BANCORP, INC.

By:

/s/ Rory G. Ritrievi

Rory G. Ritrievi

President & CEO

United States securities and exchange commission logo
August 28, 2023
Rory G. Ritrievi
President and Chief Executive Officer
Mid Penn Bancorp, Inc.
2407 Park Drive
Harrisburg, Pennsylvania 17110
Re:Mid Penn Bancorp, Inc.
Registration Statement on Form S-3
Filed August 23, 2023
File No. 333-274177
Dear Rory G. Ritrievi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Kenneth J. Rollins, Esq.

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MID PENN BANCORP, INC.

2407 Park Drive

Harrisburg, PA 17110

March 7, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Madeleine Mateo

Re:  Request for Acceleration of Effectiveness

  Mid Penn Bancorp, Inc.

  Registration Statement on Form S-4 (File No. 333-269890)

Dear Ms. Mateo:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities Act of 1933, as amended, Mid Penn Bancorp, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-4 and declare the Registration Statement effective as of 5:00 p.m., Eastern Time, on March 9, 2023, or as soon thereafter as possible.

We request that we be notified of such effectiveness by a telephone call to Kenneth J. Rollins of Pillar+Aught at (717) 308-9633 and that such effectiveness also be confirmed in writing.

Very truly yours,

MID PENN BANCORP, INC.

By: /s/ Rory G. Ritrievi

 Rory G. Ritrievi

 Chair, President & CEO

United States securities and exchange commission logo
February 28, 2023
Rory G. Ritrievi
President and Chief Executive Officer
Mid Penn Bancorp, Inc.
2407 Park Drive
Harrisburg, Pennsylvania 17110
Re:Mid Penn Bancorp, Inc.
Registration Statement on Form S-4
Filed February 21, 2023
File No. 333-269890
Dear Rory G. Ritrievi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Kenneth J. Rollins, Esq.

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 MID PENN BANCORP, INC.

349 Union Street

Millersburg, Pennsylvania 17061

October 1, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Eric Envall

Re:
 Request for Acceleration of Effectiveness

 Mid Penn Bancorp, Inc.

 Registration Statement on Form S-4 (File No. 333-259490)

Dear Mr. Envall:

 Pursuant to Rule 461 of the General Rules and
Regulations of the Securities Act of 1933, as amended, Mid Penn Bancorp, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-4 and
declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on October 5,

 2021, or as soon thereafter as possible.

We request that we be notified of such effectiveness by a telephone call to Kenneth J. Rollins of Pillar+Aught at (717) 308-9633 and that such effectiveness
also be confirmed in writing.

 Very truly yours,

MID PENN BANCORP, INC.

By:

/s/ Rory G. Ritrievi

Rory G. Ritrievi

Chair, President & CEO

United States securities and exchange commission logo
September 20, 2021
Rory G. Ritrievi
President and Chief Executive Officer
Mid Penn Bancorp, Inc.
349 Union Street
Millersburg, PA 17061
Re:Mid Penn Bancorp, Inc.
Registration Statement on Form S-4
Filled September 13, 2021
File No. 333-259490
Dear Mr. Ritrievi:
            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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Mid Penn Bancorp, Inc.

349 Union Street

Millersburg, Pennsylvania 17061

August 14, 2019

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

Attn: Ms. Jessica Livingston

Re:Mid Penn Bancorp, Inc.

Registration Statement on Form S-3

File No. 333-233146

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Mid Penn Bancorp, Inc. respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to 2:00 p.m. on Friday, August 16, 2019, or as soon as practicable thereafter.

Please contact Kenneth J. Rollins, of Pillar Aught LLC, at (717) 308-9633 with any questions you may have concerning this request.

Very truly yours,

MID PENN BANCORP, INC.

By: /s/ Michael D. Peduzzi

Name: Michael D. Peduzzi

Title: Senior Executive Vice President &

Chief Financial Officer

cc:  Kenneth J. Rollins, Esq.

August 13, 2019
Rory G. Ritrievi
President and Chief Executive Officer
MID PENN BANCORP INC
349 Union Street
Millersburg, Pennsylvania 17061
Re:MID PENN BANCORP INC
Registration Statement on Form S-3
Filed August 8, 2019
File No. 333-233146
Dear Mr. Ritrievi:
            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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Acceleration Request

 MID PENN BANCORP, INC.

349 Union Street

Millersburg, Pennsylvania 17061

 June 15,
2018

 VIA EDGAR

 Division of Corporation
Finance

 Attention: David Lin, Staff Attorney

 U.S. Securities
and Exchange Commission

 100 F. Street, N.E.

 Washington, D.C.
20549

Re:
Mid Penn Bancorp, Inc.

 Registration Statement
on Form S-4 filed on May 31, 2018, as amended

 File No. 333-225304

 Dear Mr. Lin:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Mid Penn Bancorp, Inc. (the “Company”), hereby
requests that the effective date of the Company’s above-referenced Registration Statement on Form S-4 be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
so that the Registration Statement will become effective on Tuesday, June 19, 2018 at 3:00 p.m., or as soon as practicable thereafter.

The Company 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.

 Thank you for your attention to this matter. Please contact Kenneth J. Rollins, of Pillar
Aught LLC, at (717) 308-9633 with any questions you may have concerning this request. In addition, please notify Mr. Rollins by telephone when this request for acceleration has been granted.

 Very truly yours,

 MID PENN BANCORP, INC.

By:

/s/ Rory G. Ritrievi

Name:

Rory G. Ritrievi

Title:

President and Chief Executive Officer

cc.
Kenneth J. Rollins, Esq.

 David W. Swartz, Esq.

Mail Stop 4720

June 8, 2018

Rory G. Ritrievi
President and Chief Executive Officer
Mid Penn Bancorp, Inc.
349 Union Street
Millersburg, PA 17061

Re: Mid Penn Bancorp , Inc.
 Registration Statement on Form S -4
Filed May 31, 2018
 File No. 333 -225304

Dear Mr. Ritrievi :

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 re quests 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 a bsence of action by the staff.

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

Sincerely,

/s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Michael D. Peduzzi
Kenneth J. Rollins, Esq.

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Acceleration Request

 MID PENN BANCORP, INC.

349 Union Street

Millersburg, Pennsylvania 17061

September 28, 2017

 VIA EDGAR

Division of Corporation Finance

 Attention: Christopher Dunham,
Staff Attorney

 U.S. Securities and Exchange Commission

 100
F. Street, N.E.

 Washington, D.C. 20549

Re:
Mid Penn Bancorp, Inc.

Registration Statement on Form S-4 filed on August 17, 2017, as amended

by Amendment No. 1 to Registration Statement on S-4 filed on

September 22, 2017 and by Amendment No. 2 to Registration Statement on

S-4 filed on September 28, 2017

File No. 333-220020

 Dear Mr. Dunham:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Mid Penn Bancorp, Inc. (the “Company”), hereby
requests that the effective date of the Company’s above-referenced Registration Statement on Form S-4 be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) so that the
Registration Statement will become effective on Friday, September 29, 2017, at 3:00 p.m., or as soon as practicable thereafter.

Please contact Sunjeet S. Gill, of Stevens & Lee, P.C. at (610) 205-6076 with any questions
you may have concerning this request. In addition, please notify Mr. Gill by telephone when this request for acceleration has been granted.

Very truly yours,

MID PENN BANCORP, INC.

By:

/s/ Rory G. Ritrievi

Name:

Rory G. Ritrievi

Title:

President and Chief Executive Officer

cc.
Sunjeet S. Gill, Esq.

William Harvey, Esq.

Mail Stop 4720

September 12, 2017

Rory G. Ritrievi
President and Chief Executive Officer
Mid Penn Bancorp, Inc.
349 Union Street
Millersburg, PA 17061

Re: Mid Penn Bancorp, Inc.
  Registration Statement on Form S-4
Filed  August 17, 2017
  File No.  333-220020

Dear Mr. Ritrievi :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

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

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

Prospectus Cover Page

1. We note that the Exchange Ratio for the common stock consideration will fall within a
range of 38.88 and 44.86.  Please disclose, if true, that if the Average Price of Mid Penn’s
common stock is bet ween $25.99 and $29.99 then each share of Scottdale common stock
will be entitled to be exchanged for Mid Penn common stock worth $1,166.  Please also
disclose, if true, that if the Average Price for Mid Penn’s common stock is below $25.99
then each share of Scottdale common stock will be entitled to be exchanged for 44.86
shares of Mid Penn common stock , valued at less than $1,166 based on its 10 -day
volume -weighted average five business days prior to the closing of the merger.  Please
make corresponding r evisions throughout your prospectus as appropriate.

Rory G. Ritrievi
Mid Penn Bancorp, Inc.
September 12, 2017
Page 2

 2. Please disclose that Mid Penn may adjust the merger consideration if Scottdale exercises
its right to terminate the merger if the Determination Date Market Value of Mid Penn
common stock is less than $19 .50, and the decrease in the price of Mid Penn common
stock is more than 20% greater than the decrease in the SNL Small Cap Bank & Thrift
Index during the same period.

Summary

Scottdale Shareholders Will Receive Shares of Mid Penn Common Stock and/or Ca sh…, page
12

3. Please include in tabular format illustrative examples of how the Exchange Ratio will
impact the value of the Mid Penn stock consideration being offered to Scottdale
shareholders.   Please make corresponding revisions throughout your prospectus  as
appropriate.

Exhibit Index

4. We note that it is a condition of the merger for both you and Scottdale to receive legal
opinions that the merger will be treated as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code.  Pleas e file the tax opinion addressed to Scottdale
as Exhibit 8.2.   With respect to Exhibit 8.1., as it appears that counsel has provided a
short form tax opinion, p lease direct  counsel to revise its opinion to state that the
disclosure of  the material tax consequences to Scottdale shareholders  as set forth in the
prospectus, represents the opinion of co unsel.  Please refer to Section  III.B.2 of Staff
Legal Bulletin No. 19, available on our website, for guidance.

5. We note that both your and  Scottdale’s directors and executive officers, as well as their
affiliates, have agreed to vote their shares in favor of adoption of the merger agreement.
Please file these agreements as exhibits to the registration statement or attach them as
exhibits to  the merger agreement at the end of the prospectus.

Rory G. Ritrievi
Mid Penn Bancorp, Inc.
September 12, 2017
Page 3

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

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

Please contact Christopher Dunham, Staff Attorney,  at (202) 551 -3783  or, in his absence,
me at (202) 551 -3369 with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Sunjeet S. Gill , Esq.

November 17, 2010
 Kevin W. Laudenslager Chief Financial Officer Mid Penn Bancorp, Inc. 349 Union Street
Millersburg, Pennsylvania 17061

Re: Mid Penn Bancorp, Inc.
Form 10-K for the fiscal year ended December 31, 2009 Form 10-Q for the quarterly  period ended March 31, 2010
Form 10-Q for the quarterly period ended June 30, 2010 Form 10-Q for the quarterly p eriod ended September 30, 2010
  File No. 001-13677

Dear Mr. Laudenslager:    We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Kathryn McHale Senior Attorney Advisor

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Correspondence

 MID PENN BANCORP, INC.

349 Union Street

Millersburg, Pennsylvania 17061

July 30, 2010

 VIA
EDGAR and Facsimile

 Kathryn McHale, Esquire

Senior Attorney Advisor

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F. Street, N.W.

 Washington, D.C. 20549

Re:

 Mid Penn Bancorp, Inc.

 Form
10-K for the fiscal year ended December 31, 2009

 Form 10-Q for fiscal quarter ended March 31, 2010

File No. 000-13677

 Dear Ms. McHale:

We are responding to your letter, dated June 29, 2010, with respect to the filings referenced above of Mid Penn Bancorp, Inc. (the
“Company”). Each of your comments is set forth below, together with the Company’s related response. For convenience of reference, we have repeated each of your questions or comments, in bold, immediately prior to our related
response.

 Form 10-K for the fiscal year ended December 31, 2009

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

1. We note your quantification relating to certain negative trends experienced within your loan portfolio in recent periods—in
particular, the significant increase in the provision for loan losses and the portion of this attributed to commercial and real estate construction lending. We also note that you have significantly increased these types of lending. In future
filings, please consider addressing management’s decision to increase or decrease lending to certain segments. In addition, please consider including more disclosure regarding trends specific to your market area that may arise from dependence
on any particular type of employment, unemployment and income levels, occupancy rates, real estate values and population trends.

 In
future filings, the Company will address management’s decision to increase or decrease lending to certain segments and include more disclosure regarding specific trends to the Company’s market area that may arise from the items noted.

 Kathryn McHale, Esquire

July 30, 2010

  Page
 2

 Loans, page 24

2. We note that approximately 70% of your loan portfolio consisted of commercial and commercial real estate loans at December 31,
2009. Given the relatively high level of credit risk typically associated with these types of lending products, please tell us and consider revising future filings to disclose the following information to the extent that you have a significant
amount of construction loans with interest reserves:

•

 The amount of interest reserves recognized during the periods presented, the amount of capitalized interest recorded in your loan portfolio, and the
amount of these loans that are non-performing;

•

 Your policy for recognizing interest income on these loans;

•

 How you monitor the projects throughout their lives to make sure the properties are moving along as planned to ensure appropriateness of continuing
to capitalize interest;

•

 Whether you have extended, renewed or restructured terms of the related loans and the reasons for the changes;

•

 Your underwriting process for these loans and any specific differences as compared to loans without interest reserves; and

•

 Whether there were any situations where additional interest reserves were advanced to keep a loan from becoming nonperforming.

 The Company does not structure construction loans with interest reserve components. Future filings will clarify this
position.

 3. Please tell us and consider revising your future filings to disclose whether you have performed any
commercial real estate or other type of loan workouts whereby an existing loan was restructured into multiple new loans (i.e., A Note/B Note structure). To the extent that you have performed these types of workouts, please provide us with and revise
your future filings to disclose the following:

•

 Quantify the amount of loans that have been restructured using this type of workout strategy in each period presented.

•

 Discuss the benefits of this workout strategy, including the impact on interest income and credit classification.

 Kathryn McHale, Esquire

July 30, 2010

  Page
 3

•

 Discuss the general terms of the new loans and how the A note and B note differ; particularly whether the A note is underwritten in accordance with
your customary underwriting standards and at current market rates.

•

 Clarify whether the B note is immediately charged-off upon restructuring.

•

 Describe your nonaccrual policies at the time of modification and subsequent to the modification. Specifically disclose whether you consider the
total amount contractually due in your non-accrual evaluation and how you consider the borrower’s payment performance prior to the modification.

•

 Confirm that the A note is classified as a ‘troubled debt restructuring’ and explain your policy for removing such loans from troubled
debt restructuring classification.

 The Company has not in the past performed any commercial real estate or other type
loan workouts whereby an existing loan was restructured into multiple new loans. To the extent that the Company elects to use this workout strategy with a borrower, disclosures in future filings will be enhanced to provide greater explanation of the
transactions.

 4. Please tell us, and consider revising future filings to disclose, whether you have noticed an increase in
any loan categories such as commercial loans or any other applicable loans, such as construction loans, that have been extended at maturity for which you have not considered the loans to be impaired due to the existence of guarantees. If so, please
provide us with the following information and consider enhancing your disclosure in future filings accordingly:

•

 The types of extensions being made, whether loan terms are being adjusted from the original terms, and whether you consider these types of loans as
collateral-dependent;

•

 To the extent you extend commercial loans at or near maturity at the existing loan rate due to the existence of a guarantee, tell us how you
consider whether it is a troubled debt restructuring;

•

 In detail, how you evaluate the financial wherewithal of the guarantor, addressing the type of financial information reviewed, how current and
objective the information reviewed is, and how often the review is performed;

•

 How you evaluate the guarantor’s reputation and willingness to work with you and how this translates into your determination of the ultimate
provision or charge-off recorded;

 Kathryn McHale, Esquire

July 30, 2010

  Page
 4

•

 How many times you have sought performance under the guarantee discussing the extent of the successes. As part of your response, discuss the
decision making process you go through in deciding whether to pursue the guarantor and whether there are circumstances you would not seek to enforce the guarantee;

•

 Quantify the dollar amount of commercial loans in which your carrying value is in excess of the appraised value but not considered impaired due to
the existence of guarantees; and

•

 When the impaired loan is carried at a value that is in excess of the appraised value due to the guarantee from the borrower, address in detail how
you evaluate and determine the realizable value of the borrower guarantee. Specifically discuss the extent of your willingness to enforce the guarantee.

The Company does not extend loans at maturity without recognizing the credit as impaired due to the existence of guarantees. While the existence of a
guarantee may be a mitigating factor in determining the proper level of allowance once impairment has been identified, the guarantee does not affect the impairment analysis. Future filings will clarify this point.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 8: Allowance for Loan and Lease Losses, page 48

5. We note the substantial increase in charge-offs during the year ended December 31, 2009, and in particular during the fourth
quarter of 2009. We also note the significant decrease in your ratio of allowance for loan losses to non-performing loans from 132.20% at December 31, 2008 to 36.53% at March 31, 2010. In order to provide more transparent disclosure
surrounding your accounting policy for charge-offs and the impact that charge-offs may have had on certain asset quality ratios, please tell us and revise future filings to disclose the following:

•

 Your charge-off policy for each type of loan and whether you have revised these policies;

•

 The triggering events or other facts and circumstances that impacted your decision to charge-off all of a loan or a portion of a loan as compared to
recording a specific or general reserve;

•

 How partial charge-offs on non-performing loans impact the coverage ratio (ratio of allowance for loan losses to non-performing loans) and other
credit loss statistics and trends. For example, please consider disclosing the following information / ratios:

¡

 The amount of non-performing and impaired loans for which you have recorded partial charge-offs;

 Kathryn McHale, Esquire

July 30, 2010

  Page
 5

¡

 The ratio of non-performing loans for which you have recorded partial charge- offs to total loans;

¡

 The ratio of non-performing loans for which you have recorded partial charge- offs to total non-performing loans;

¡

 The charge-off rate for non-performing loans for which you have recorded partial charge-offs;

¡

 The coverage ratio net of non-performing loans for which you have recorded a partial charge-off; and

¡

 The ratio of the total allowance divided by (total loans less non-performing loans for which you have recorded partial charged-offs).

 To the extent you have a significant amount of impaired loans with no valuation allowance required for which partial
charge-offs have not been recognized, please clarify how you measured impairment on these loans and reconcile the significant deterioration in real estate values in your primary market area with your impairment conclusions.

The Company evaluates loans for charge-off on a monthly basis. Policies that govern the recommendation for charge-off are unique to the type of loan
being considered. Commercial loans rated as nonaccrual or lower will first have a collateral evaluation completed in accordance with the guidance on impaired loans. Once the collateral evaluation has been completed, a specific allocation of
allowance is made based upon the results of the evaluation. In the event the loan is unsecured, the loan would have been charged-off at the recognition of impairment. If the loan is secured, it will undergo a 90 day waiting period to ensure the
collateral shortfall identified in the evaluation is accurate and then charge the balance down to the specific allocation. Commercial real estate loans rated as impaired will also have an initial collateral evaluation completed in accordance with
the guidance on impaired loans. An updated real estate valuation is ordered and the collateral evaluation is modified to reflect any variations in value. A specific allocation of allowance is made for any anticipated collateral shortfall and a 90
day waiting period begins to ensure the accuracy of the collateral shortfall. The loan is then charged down to the level of the specific allocation. The process of charge-off for residential mortgage loans begins upon a loan becoming delinquent for
90 days and not in the process of collection. The existing appraisal is reviewed and a lien search is obtained to determine lien position and any instances of intervening liens. A new appraisal of the property will be ordered if deemed necessary by
management and a collateral evaluation is completed (new revision to policy). The loan will then be charged down to the value indicated in the evaluation (new revision to policy). Consumer loans are recommended for charge-off reaching
delinquency of 90 days and not in the

 Kathryn McHale, Esquire

July 30, 2010

  Page
 6

process of collection (new revision to policy). The entire balance is recommended for charge-off at this point (new revision to policy). The new revisions to policy noted above had
no material impact on original accounting estimates created using the previous policy.

 As noted above, the Company assesses a specific
allocation for both commercial loans and commercial real estate loans prior to charging down or charging off the loan. In addition, the Company takes a preemptive step when any commercial loan or commercial real estate loan becomes classified as
Special Mention or Substandard (Criticized & Classified): A preliminary collateral evaluation in accordance with the guidance on impaired loans is prepared using the existing collateral information in the loan file. This process allows the
Company to review both the credit and documentation files to determine the status of the information needed to make a collateral evaluation. This collateral evaluation is preliminary but allows the Company to determine if any potential collateral
shortfalls exist.

 As noted above, each category of loan has a series of conditions that must be met in order to trigger a charge-off
recommendation. Commercial loans must be more than 90 days delinquent and not in the process of collection, have an updated collateral assessment and an identified and stabilized collateral shortfall if secured, or be unsecured. Commercial real
estate loans must be more than 90 days delinquent and not in the process of collection, have an updated collateral assessment, and have the potential loss stabilized before being charged down or charged off. Residential mortgage loans must be more
than 90 days delinquent and not in the process of collection, have an updated collateral assessment before being charged down or charged off. Consumer loans are charged off upon becoming 90 days delinquent and not in the process of collection.

 The Company will include the foregoing information relating to its charge-off policies in future filings.

 Kathryn McHale, Esquire

July 30, 2010

  Page
 7

 The following tables provide additional disclosure about the impact of partial charge-offs on
non-performing loans on the coverage ratio (ratio of allowance for loan losses to non-performing loans) and other credit loss statistics and trends:

a.
The amount of non-performing loans and impaired loans for which we have recorded partial charge-offs;

12/31/2009

3/31/2010

6/30/2010

 Non Performing and Impaired Loans with Partial Charge-offs

$
7,963,000

$
7,469,000

$
6,213,000

b.
The ratio of non-performing loans for which we recorded partial charge-offs to total loans;

12/31/2009

3/31/2010

6/30/2010

 Non Performing Loans with Partial Charge-offs

$
7,963,000

$
7,469,000

$
6,213,000

 Total Loans

$
480,385,000

$
474,107,000

$
472,702,000

 %

1.66
%

1.58
%

1.31
%

c.
The ratio of non-performing loans for which we recorded partial charge-offs to total non-performing loans;

12/31/2009

3/31/2010

6/30/2010

 Non Performing Loans with Partial Charge-offs

$
7,963,000

$
7,469,000

$
6,213,000

 Total Non-Performing Loans

$
15,241,000

$
20,383,000

$
18,763,000

 %

52.25
%

36.64
%

33.11
%

 Kathryn McHale, Esquire

July 30, 2010

  Page
 8

d.
The charge-off rate for non-performing loans for which we have recorded partial charge-offs;

To date, the Company has not experienced any additional charge-offs on loans that a partial charge-off was initially recorded.

e.
The coverage ratio net of non-performing loans for which we have recorded a partial charge-off; and

12/31/2009

3/31/2010

6/30/2010

 Total ALLL

$
7,686,000

$
7,446,000

$
8,031,000

 Total Nonperforming Loans

$
15,241,000

$
20,383,000

$
18,763,000

 Nonperforming Loans with Partial Charge-off

$
7,963,000

$
7,469,000

$
6,213,000

 Net Coverage Ratio

105.61
%

57.66
%

63.99
%

f.
The ratio of the total allowance divided by (total loans less non-performing loans for which we have recorded p

CORRESP
1
filename1.htm

Letter to the SEC

 MID PENN BANCORP, INC.

349 Union Street

Millersburg, Pennsylvania 17061

July 14, 2010

 VIA
EDGAR

 Kathryn McHale, Esquire

Senior Attorney Advisor

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F. Street, N.W.

 Washington, D.C. 20549

Re:
Mid Penn Bancorp, Inc.

 Form
10-K for the fiscal year ended December 31, 2009

 Form 10-Q for fiscal quarter ended March 31, 2010

File No. 000-13677

 Dear
Ms. McHale:

 We acknowledge receipt of the Staff’s comment letter, dated June 29, 2010, with respect to the
filings referenced above of Mid Penn Bancorp, Inc. Pursuant to our conversation with the Staff, this letter will confirm that we are in the process of compiling certain information necessary to complete the response and that we expect to file the
response by July 30, 2010.

 If you have any questions or further comments with respect to these matters, please contact
the undersigned at (717) 692-2133 (extension 107).

 Very truly yours,

MID PENN BANCORP, INC.

 /s/ Kevin W. Laudenslager

Kevin W. Laudenslager

Chief Financial Officer

June 29, 2010

Kevin W. Laudenslager Chief Financial Officer Mid Penn Bancorp, Inc. 349 Union Street Millersburg, Pennsylvania  17061
Re: Mid Penn Bancorp, Inc.
Form 10-K for the fiscal year ended December 31, 2009 Form 10-Q for the fiscal quarter ended March 31, 2010
  File No. 001-13677

Dear Mr. Laudenslager:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, 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, 2009

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
General
 1. We note your quantification relating to certain negative trends experien ced within your loan
portfolio in recent periods– in particular, the significant increa se in the provision for loan
losses and the portion of this attributed to comm ercial and real estate  construction lending.
We also note that you have significantly increased thes e types of lending.   In future filings,
please consider addressing management’s decision to increase or decrea se lending to certain
segments.   In addition, please consider includi ng more disclosure rega rding trends specific
to your market area that may arise from depende nce on any particular type of employment,
unemployment and income levels, occupancy rates,  real estate values and population trends.

Kevin W. Laudenslager
Mid Penn Bancorp, Inc. June 29, 2010
Page 2

  Loans, page 24

 2. We note that approximately 70% of your loan  portfolio consisted of commercial and
commercial real estate loans at December 31, 2009.  Given the relatively high level of credit
risk typically associated with  these types of lending products, please tell us and consider
revising future filings to disclose the followi ng information to the extent that you have a
significant amount of construction loans with inte rest reserves:

• The amount of interest reserves recognized  during the periods presented, the amount of
capitalized interest recorded in your loan por tfolio, and the amount of  these loans that are
non-performing;

• Your policy for recognizing inte rest income on these loans;

• How you monitor the projects throughout their lives to make sure the properties are
moving along as planned to ensu re appropriateness of conti nuing to capitalize interest;

• Whether you have extended, renewed or restru ctured terms of the related loans and the
reasons for the changes;
 • Your underwriting process for these loans and any specific differences as compared to
loans without interest reserves; and

• Whether there were any situations where additional interest reserves were advanced to
keep a loan from becoming nonperforming.

3. Please tell us and consider revising your future filings to disclose whether you have
performed any commercial real estate or othe r type of loan workouts whereby an existing
loan was restructured into multiple new loans (i .e., A Note/B Note structure).  To the extent
that you have performed these types of workout s, please provide us with and revise your
future filings to disclose the following:

• Quantify the amount of loans that have been restructured using this type of workout
strategy in each period presented.

• Discuss the benefits of this workout strate gy, including the impact on interest income and
credit classification.

• Discuss the general terms of  the new loans and how the A note and B note differ;
particularly whether the A note is underw ritten in accordance with your customary
underwriting standards and at  current market rates.

• Clarify whether the B note is immedi ately charged-off upon restructuring.

Kevin W. Laudenslager
Mid Penn Bancorp, Inc. June 29, 2010
Page 3

• Describe your nonaccrual polic ies at the time of modifica tion and subsequent to the
modification.  Specifically disclose whethe r you consider the tota l amount contractually
due in your non-accrual evaluation and how  you consider the borrower’s payment
performance prior to the modification.

• Confirm that the A note is classified as a troubled debt restruct uring and explain your
policy for removing such loans from troubl ed debt restructuring classification.

4. Please tell us, and consider revising future filin gs to disclose, whether you have noticed an
increase in any loan categories such as commercial loans or any other applicable loans, such
as construction loans, that have been extended at maturity for which you have not considered
the loans to be impaired due to the existence of guarantees.  If so, please provide us with the following information and consider enhancing your disclosure in future filings accordingly:

• The types of extensions being made, whethe r loan terms are being adjusted from the
original terms, and whether you consider thes e types of loans as collateral-dependent;

• To the extent you extend commercial loans at or  near maturity at the existing loan rate
due to the existence of a guarantee, tell us how  you consider whether it is a troubled debt
restructuring;

• In detail, how you evaluate the financial wh erewithal of the guar antor, addressing the
type of financial information reviewed, how current and objec tive the information
reviewed is, and how often the review is performed;

• How you evaluate the guarantor’s reputation and willingness to work with you and how
this translates into your determination of the ultimate provision or charge-off recorded;

• How many times you have sought performance u nder the guarantee di scussing the extent
of the successes.  As part of your respons e, discuss the decision making process you go
through in deciding whether to pursue the guarantor and whether there are circumstances
you would not seek to en force the guarantee;

• Quantify the dollar amount of commercial loan s in which your carrying value is in excess
of the appraised value but not considered impair ed due to the existenc e of guarantees; and

• When the impaired loan is carried at a value th at is in excess of the appraised value due to
the guarantee from the borrower, address in detail how you evaluate and determine the realizable value of the borrower guarantee. Specifically discuss the extent of your
willingness to enforce the guarantee.

Kevin W. Laudenslager
Mid Penn Bancorp, Inc. June 29, 2010
Page 4

  Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 8: Allowance for Loan and Lease Losses, page 48
 5. We note the substantial increase in charge -offs during the year ended December 31, 2009,
and in particular during the fourth quarter of 2009.  We also note the si gnificant decrease in
your ratio of allowance for loan losses to non-performing loans from 132.20% at December
31, 2008 to 36.53% at March 31, 2010.  In order to  provide more transparent disclosure
surrounding your accounting policy for charge-offs and the impact that charge-offs may have had on certain asset quality ratios, please tell us and revise future filings to disclose the following:

• Your charge-off policy for each type of loan and whether you have revised these policies;

• The triggering events or other facts and ci rcumstances that impacted your decision to
charge-off all of a loan or a portion of a lo an as compared to recording a specific or
general reserve;

• How partial charge-offs on non-performing loan s impact the coverage ratio (ratio of
allowance for loan losses to non-performing loans) and other credit loss statistics and
trends.  For example, please consider disc losing the following information / ratios:

o The amount of non-performing and impaired  loans for which you have recorded
partial charge-offs;

o The ratio of non-performing loans for wh ich you have recorded  partial charge-
offs to total loans;

o The ratio of non-performing loans for wh ich you have recorded  partial charge-
offs to total non-performing loans;

o The charge-off rate for non-performing loan s for which you have recorded partial
charge-offs;

o The coverage ratio net of non-performing loans for which you have recorded a partial charge-off; and

o The ratio of the total allowance divided by (total loans less non-performing loans
for which you have recorded partial charged-offs).

To the extent you have a significant amount of impaired loans with no valuation allowance
required for which partial charge-offs have not been recognized, please clarify how you

Kevin W. Laudenslager
Mid Penn Bancorp, Inc. June 29, 2010
Page 5

measured impairment on these loans and reconcile the significant deterioration in real estate
values in your primary market ar ea with your impairment conclusions.

Impaired loans, page 48

6. We note your disclosures on pages 27 and 52 of the December 31, 2009 Form 10-K describing your methodology for measuring loan s for impairment and your disclosure on
page 21 of the March 31, 2010 Form 10-Q that you had approximately $8.0 million of impaired loans with a specific valuation allowance of $2.4 milli on and $10.2 million in
impaired loans without specific valuation a llowances at March 31, 2010.  Please provide us
with the following information and re vise your future filings accordingly:

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

• The amount of loans measured using each  of the methodologies described on pages 27
and 52 of the December 31, 2009 Form 10-K (i.e., customized collateral value discounting analysis vs. apprai sals performed by independent  licensed appraisers) or any
other methodologies (e.g., present value of expe cted cash flows discounted at the loan’s
effective interest rate, loan’s observable market price, etc);

• As it relates to collateral dependent loans, a comprehens ive discussion of the methods
used to estimate the fair value, including an in-depth discussion that bridges the gap
between your disclosure on page 27, which states that the fair value of the impaired loans
is based primarily upon the fair value of the underlying collateral using Level 3 inputs comprised of customized collateral value di scounting analyses” and that on page 52, the
fair value of the collateral is determined  through appraisals perf ormed by independent
licensed appraisers”.  When describing the appraisal process, pl ease address how often
you obtain updated appraisals for your collat eral and in the event you use automated
valuation methodologies, procedures you pe rform to validate the results of these
valuation methodologies in the event they are not based on current appraisal data;

• The approximate amount or percentage of im paired loans for which the Company relied
on current third party appraisals of the collatera l to assist in measuring impairment versus
those for which current apprai sals were not available;

• The typical timing surrounding the recogni tion of a collateral dependent lending
relationship and respective loans as nonpe rforming, 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;

• In more detail, the procedures you perform to  monitor these loans be tween the receipt of
an original appraisal and the updated appraisal;

• Whether you have charged-off an amount differe nt from what was determined to be the
fair value of the collateral as presented in the appraisal for any pe riod presented.  If so,

Kevin W. Laudenslager
Mid Penn Bancorp, Inc. June 29, 2010
Page 6

please tell us the amount 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, specifically tell us your policies regarding whether or not these
loans return to performing or remain non-performing status, in additi on to whether 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 appr aisal 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 fa ir value of the collat eral for these loans;
and
• For those loans you determined that no speci fic valuation allowance was necessary, the
substantive reasons to su pport this conclusion.

In the event these policies vary by loan t ype, please consider providing disaggregated
disclosures to explain your policy for measur ing impairment.  In addition, please provide
similarly enhanced disclosure in your fair value footnote as it relates to these assets that are
measured at fair value on a nonrecurring basis.
Note 11 – Short-term Borrowings, page 49

7. Please tell us, and revise future filings to disclose, whether you account for your repurchase
agreements as collateralized financing transactio ns or sales.  For those repurchase agreements
accounted for as sales, please quantify the am ount of qualifying for sales accounting at each
quarterly balance sheet date for each of the past three years as well as the average quarterly balance of repurchase agreements qualifying for sales accounting for each of the past three
years.  In addition, if appli cable, please provide a detailed analysis suppor ting your use of
sales accounting and describe th e business reasons for structuri ng any repurchase agreements
as sales transactions versus collateralized financings.  To the extent the amounts accounted
for as sales transactions have varied over th e past three years, discuss the reasons for
quarterly changes in the amount s qualifying for sales accounting.
 Signature Page

 8. Please note the signature requirements for Form  10-K.  The principal accounting officer or
the person serving in that cap acity must be identified.
               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

Kevin W. Laudenslager
Mid Penn Bancorp, Inc. June 29, 2010 Page 7

in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the 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 Benjamin Phi ppen at (202) 551-3697 or John P. Nolan, Senior Assistant
Chief Accountant at (202) 551-3423 if you have que stions regarding comments on the financial
statements and related matters.  Please contac t David Lyon at (202) 551- 3421 or me at (202)
551-3464 with any other questions.
Sincerely,

Kathryn McHale Senior Attorney Advisor

c

November 20, 2008

Kevin W. Laudenslager
Treasurer Mid Penn Bancorp 349 Union Street Millersburg, Pennsylvania  17061
RE: Mid Pen Bancorp, Inc.
        Pre 14A         Filed on November 7, 2008         File Number 1-13677
Dear Mr. Laudenslager:

We have completed our review of your  Preliminary Proxy Statement on Schedule
14A and have no further comments at this time.

Sincerely,

David S. Lyon  Senior Financial Analyst