SecProbe.io

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 Nicolet Bankshares, Inc.

 111 N. Washington St.

 Green Bay, WI 54301

 December 17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attn: Eric Envall

 Re:
 Nicolet Bankshares, Inc.

 Registration Statement on Form S-4

 File No. 333-291780

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended (the "Securities Act"), we hereby request that the effective date for the above-referenced
Registration Statement be accelerated so that it will be declared effective under the Securities Act at 10:00 a.m., Eastern Time, on
Friday, December 19, 2025, or as soon as practicable thereafter.

 Please contact our counsel,
Robert D. Klingler of Nelson Mullins Riley & Scarborough LLP, by email at robert.klingler@nelsonmullins.com or by phone at (404)
322-6037, with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Klingler
when this request for acceleration of effectiveness of the Registration Statement has been granted.

 Very truly yours,

 /s/ H. Phillip Moore, Jr.

 H. Phillip Moore, Jr.

 Chief Financial Officer

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NICOLET BANKSHARES, INC.

111 NORTH WASHINGTON STREET

GREEN BAY, WISCONSIN 54301

(920) 430-1400

September 10, 2021

Via
Edgar

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eric Envall

    Re:

    Request for Acceleration of Effectiveness

    Nicolet Bankshares, Inc. (the “Company”)

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

    Filed September 10, 2021

    (File No. 333- 259128)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, Nicolet Bankshares, Inc. (the “Company”) hereby requests that the above-referenced
Registration Statement be declared effective on Tuesday, September 14, 2021, at 1:00 p.m., Eastern Time, or as soon thereafter as practicable.

We respectfully request that
the Company be notified of such effectiveness by a telephone call or email to the Company’s counsel, Robert D. Klingler of Bryan
Cave Leighton Paisner LLP, who can be reached at (404) 572-6810 or robert.klingler@bclplaw.com. We also respectfully request that
a copy of the Commission’s written order verifying the effective time of such Registration Statement be sent to Mr. Klingler by
email or by facsimile at (404) 420-0810.

    NICOLET
    BANKSHARES, INC.

    By:
    /s/
    H. Phillip Moore, Jr.

    H.
    Phillip Moore, Jr.

    Chief
    Financial Officer

  cc:
  Robert D. Klingler, Bryan Cave Leighton Paisner LLP

United States securities and exchange commission logo
September 1, 2021
Michael E. Daniels
President and Chief Executive Officer
Nicolet Bankshares, Inc.
111 North Washington Street
Green Bay, WI 54301
Re:Nicolet Bankshares, Inc.
Registration Statement on Form S-4
Filed August 27, 2021
File No. 333-259128
Dear Mr. Daniels:
            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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NICOLET BANKSHARES, INC.

111 NORTH WASHINGTON STREET

GREEN BAY, WISCONSIN 54301

(920) 430-1400

August 23, 2021

Via
Edgar

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Tonya K. Aldave

    Re:

    Request for Acceleration of Effectiveness

    Nicolet Bankshares, Inc. (the “Company”)

    Pre-Effective Amendment No. 1 to Registration Statement on Form S-4/A

    Filed August 23, 2021

    (File No. 333- 258651)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, Nicolet Bankshares, Inc. (the “Company”) hereby requests that the above-referenced
Registration Statement be declared effective on Wednesday, August 25, 2021, at 1:00 p.m., Eastern Time, or as soon thereafter as practicable.

We respectfully request that
the Company be notified of such effectiveness by a telephone call or email to the Company’s counsel, Robert D. Klingler of Bryan
Cave Leighton Paisner LLP, who can be reached at (404) 572-6810 or robert.klingler@bclplaw.com. We also respectfully request that
a copy of the Commission’s written order verifying the effective time of such Registration Statement be sent to Mr. Klingler by
email or by facsimile at (404) 420-0810.

    NICOLET BANKSHARES, INC.

    By:
    /s/ H. Phillip Moore

    H. Phillip Moore

    Chief Financial Officer

cc:    Robert D. Klingler, Bryan Cave Leighton Paisner LLP

United States securities and exchange commission logo
August 12, 2021
Michael E. Daniels
Chief Executive Officer
Nicolet Bankshares, Inc.
111 North Washington Street
Green Bay, WI 54301
Re:Nicolet Bankshares Inc.
Registration Statement on Form S-4
Filed August 9, 2021
File No. 333-258651
Dear Mr. Daniels:
            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 Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert Klingler, Esq.

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NICOLET BANKSHARES, INC.

111 NORTH WASHINGTON STREET

GREEN BAY, WISCONSIN 54301

(920) 430-1400

June 1, 2021

Via
Edgar

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Jessica Livingston

    Re:

    Request for Acceleration of Effectiveness

    Nicolet Bankshares, Inc. (the “Company”)

    Pre-Effective Amendment No. 1 to Registration Statement on Form S-4/A

    Filed June 1, 2021

    (File No. 333-256272)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, Nicolet Bankshares, Inc. (the “Company”) hereby requests that the above-referenced
Registration Statement be declared effective on Wednesday, June 2, 2021, at 1:00 p.m., Eastern Time, or as soon thereafter as practicable.

We respectfully request that
the Company be notified of such effectiveness by a telephone call or email to the Company’s counsel, Robert D. Klingler of Bryan
Cave Leighton Paisner LLP, who can be reached at (404) 572-6810 or robert.klingler@bclplaw.com. We also respectfully request that
a copy of the Commission’s written order verifying the effective time of such Registration Statement be sent to Mr. Klingler by
email or by facsimile at (404) 420-0810.

    NICOLET BANKSHARES, INC.

    By:
    /s/ Ann Lawson

    Ann Lawson

    Chief Financial Officer

    cc:  Robert D. Klingler, Bryan Cave Leighton Paisner LLP

United States securities and exchange commission logo
May 20, 2021
Michael E. Daniels
President and Chief Executive Officer
Nicolet Bankshares, Inc.
111 North Washington Street
Green Bay, Wisconsin 54301
Re:Nicolet Bankshares, Inc.
Registration Statement on Form S-4
Filed May 19, 2021
File No. 333-256272
Dear Mr. Daniels:
            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 Finance

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NICOLET BANKSHARES, INC.

111 NORTH WASHINGTON STREET

GREEN BAY, WISCONSIN 54301

(920) 430-1400

August 27, 2019

Via Edgar

U.S. Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.,

Washington, DC 20549

 Re: Request for Acceleration of Effectiveness

Nicolet Bankshares, Inc. (the “Company”)

Registration Statement on Form S-4

File No. 333-232971

Ladies and Gentlemen:

The Company hereby requests acceleration of the effective date
of its Registration Statement on Form S-4 (Registration No. 333-232971) (the “Registration Statement”) to 4:30 pm,
Eastern Time, on Thursday, August 29, 2019, or as soon thereafter as practicable.

Please contact Robert Klingler of Bryan Cave Leighton Paisner
LLP, counsel to the Company at (404) 572-6810 or Robert.Klingler@BCLPlaw.com with any questions or concerns.

    NICOLET BANKSHARES, INC.

    By:
    /s/ Ann K. Lawson

    Ann K. Lawson

    Chief Financial Officer

August 8, 2019
Robert B. Klingler
Chairman, President, and Chief Executive Officer
Nicolet Bankshares, Inc.
111 North Washington Street
Green Bay, Wisconsin 54301
Re:Nicolet Bankshares, Inc.
Registration Statement on Form S-4
Filed on August 2, 2019
File No. 333-232971
Dear Mr. Klingler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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NICOLET BANKSHARES, INC.

111 NORTH WASHINGTON STREET

GREEN BAY, WISCONSIN 54301

(920) 430-1400

April 13, 2018

Via Edgar

U.S. Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Request for Acceleration of Effectiveness

Nicolet Bankshares, Inc. (the “Company”)

Registration Statement on Form S-3

File No. 333-224168

Ladies and Gentlemen:

The Company hereby requests that the effectiveness of the Company’s
Registration Statement on Form S-3 (Registration No. 333-224168) (the “Registration Statement”) be accelerated so that
it may become effective at 4:30 p.m., Eastern time, on April 16, 2018, or as soon thereafter as practicable.

We respectfully request that the Company be notified of such
effectiveness by a telephone call or email to the Company’s counsel, Robert D. Klingler of Bryan Cave Leighton Paisner LLP,
who can be reached at (404) 572-6639, email robert.klingler@bclplaw.com.

    NICOLET BANKSHARES, INC.

    By:  /s/ Ann K. Lawson

            Ann K. Lawson

            Chief Financial Officer

Mail Stop 4720

April 10 , 2018

Anne Lawson
Chief Financial Officer
Nicolet Bankshares, Inc.
111 North Washington Street
Green Bay, W I 54301

Re: Nicolet Bankshares, Inc.
  Registration Statement on Form S-3
Filed  April 6 , 2018
  File No.  333-224168

Dear Ms. Lawson :

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 Erin Purnell, Staff Attorney,  at (202) 551 -3454  with any questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Acting Assistant Director
Office of Financial Services

cc: Robert D. Klingler , Esq.

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NICOLET BANKSHARES, INC.

111 NORTH WASHINGTON STREET

GREEN BAY, WISCONSIN 54301

(920) 430-1400

February 21, 2017

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.,

Washington, DC 20549

    Re:
    Request for Acceleration of Effectiveness

    Nicolet Bankshares, Inc. (the “Company”)

    Registration Statement on Form S-4

    File No. 333-215057

Ladies and Gentlemen:

The Company hereby requests acceleration of the effective date of
its Registration Statement on Form S-4 (Registration No. 333-215057) (the “Registration Statement”) to 4:30 pm, Eastern
Time, on Thursday, February 23, 2017, or as soon thereafter as practicable.

Please contact Robert Klingler of Bryan Cave LLP, counsel to the
Company at (404) 572-6810 or Robert.Klingler@bryancave.com with any questions or concerns.

    NICOLET BANKSHARES, INC.

    By:  /s/ Ann K. Lawson

    Ann K. Lawson

    Chief Financial Officer

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[Bryan Cave LLP Letterhead]

January 17, 2017

Via EDGAR and Email

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

 Re: Nicolet Bankshares, Inc.

Registration Statement on Form S-4

Filed December 13, 2016

File No. 333-215057

Ladies and Gentlemen:

On behalf of our client, Nicolet Bankshares,
Inc. (“Nicolet”), we are responding to the comments received from your office by letter dated January 9, 2017 with
respect to the above-referenced Registration Statement on Form S-4. We have restated and responded to each of your comments below.
Capitalized terms used in this letter have the meanings ascribed to them in the Registration Statement. All page references (excluding
those in the headings and the Staff’s comments) refer to pages of the marked copy of Amendment No. 1 to Registration Statement
on Form S-4, which is being filed concurrently and reflects Nicolet’s responses to the Staff’s comments. The response
below is based on information provided to us by Nicolet, First Menasha and their respective representatives.

General

 1. Please provide beneficial ownership disclosure of First Menasha, as required by Item 18(a)(5)(ii)
of Form S-4. See also Item 6(d) of Schedule 14A and Item 403 of Regulation S-K.

Response: In response to the Staff’s
comment, the disclosure on page 68 has been revised to include this information.

Prospectus Cover Page

 2. Please revise to clarify that no less than 146,800 shares and no more than 234,900 shares of First
Menasha common stock will be converted into the cash consideration, as disclosed elsewhere in the prospectus. Also disclose the
minimum and maximum number of shares you may issue to First Menasha shareholders in the event that the exchange ratio becomes floating.

Response: In response to the Staff’s
comment, and in light of telephonic conversations with the Staff, the prospectus cover page and the summary on page 3 have been
revised, and we have added illustrative examples of potential adjustments to the exchange ratio on page 32. In addition, we have
added cross references to the illustrative examples on page ii.

    Robert D. Klingler, Esq.  |  Direct Line (404) 572-6810  |  Direct Fax (404) 420-0810  |  robert.klingler@bryancave.com

Securities and Exchange Commission

January 17, 2017

Page 2

The Merger

Prospective Financial Information of
First Menasha, page 28

 3. At the bottom of page 29, you state that the inclusion of the First Menasha projections should
not be deemed an admission or representation by First Menasha or Nicolet that it is viewed as material information. Similarly,
at the end of the same paragraph you state that the financial projections are “not being included to influence your decision
whether to vote for the merger proposal” and are being provided “solely because they were made available to other parties
in connection with the merger.” These statements unduly limit a shareholder's reliance on the registration statement disclosures.
Please remove or revise as appropriate.

Response: In response to the Staff’s
comment, the disclosure on page 29 has been revised.

Interests of Certain Persons in the
Merger, page 30

 4. Please revise to quantify the value of each of the First Menasha officers’ and directors’
interests in the merger that are different from the interests of other First Menasha shareholders. For example, please quantify
the value of payments in respect of the restricted stock awards described in this section. Please refer to Item 18(a)(5)(i) of
Form S-4.

Response: In response to the Staff’s
comment, the disclosure on page 30 has been revised to include this information.

Exhibit 8.1 — Opinion of Bryan
Cave LLP

 5. To the extent that counsel intends to provide a short form opinion, then please have counsel revise
Exhibit 8.1 to state that the discussion in the prospectus under “Material U.S. Federal Income Tax Consequences of the Merger”
is counsel's opinion and make conforming revisions to the tax disclosure in the prospectus. Please also revise your tax disclosure
to remove any implication that the tax consequences of the merger transaction are uncertain (i.e., the statement at the top of
page 50 that the parties have “structured the merger to qualify as a reorganization” and the related assumption in
the fourth paragraph) and instead provide a firm conclusion regarding the material tax consequences to investors. Otherwise, if
counsel intends to provide a long form opinion, then please have counsel revise its opinion to include all material tax consequences
of the merger transaction. For guidance, please refer to Section III.B.2 of Staff Legal Bulletin No. 19.

Response: In response to the Staff’s
comment, the disclosure on page 49  and the tax opinion filed as Exhibit 8.1 have been revised.

*  *  *

Thank you for your consideration of our
responses to your comments. If you have any questions, or if we can be of further assistance to you in the review process, please
call me at (404) 572-6810. My fax number is (404) 420-0810.

    Sincerely,

    /s/ Robert D. Klingler

    Robert D. Klingler

Enclosures

 cc: Ann K. Lawson

Nicolet Bankshares,
Inc.

John T. Reichert, Esq.

Reinhart
Boerner Van Deuren s.c.

    Robert D. Klingler, Esq.  |  Direct Line (404) 572-6810  |  Direct Fax (404) 420-0810  |  robert.klingler@bryancave.com

Mail Stop 4720

January 9 , 2017

Via E -mail
Robert B. Atwell
Chairman, President, and Chief Executive Officer
Nicolet Bankshares, Inc.
111 North Washington Street
Green Bay, WI  54301

Re: Nicolet Bankshares, Inc.
Registration Statement on Form S -4
Filed December 13, 2016
  File No. 333 -215057

Dear Mr. Atwell :

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 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.

General

1. Please provide beneficial ownership disclosure of First Menasha, as required by Item
18(a)(5)(ii) of Form S -4.  See also Item 6(d) of Schedule 14A and Item 403 of Regulation
S-K.

Prospectus Cover Page

2. Please revise to clarify that no less  than 146,800 shares and no more  than 234,900 shares
of First Menasha common stock will be converted into the cash consideration, as
disclosed elsewhere in the prospectus.  Also disclose the minimum and maximum

Robert B. Atwell
Nicolet Bankshares, Inc.
January 9 , 2017
Page 2

 number o f shares you may issue to First Menasha shareholders in the event that the
exchange ratio becomes floating.

The Merger

Prospective Financial Information of First Menasha, page 28

3. At the bottom of page 29, you state that the inclusion of the First Menash a projections
should not be deemed an admission or representation by First Menasha or Nicolet that it
is viewed as material information.  Similarly, at the end of the same paragraph you state
that the financial projections are “not being included to influe nce your decision whether
to vote for the merger proposal” and are being provided “solely because they were made
available to other parties in connection with the merger.”  These statements unduly limit
a shareholder’s reliance on the registration statemen t disclosures.  Please remove or
revise as appropriate.

Interests of Certain Persons in the Merger, page 30

4. Please revise to quantify the value of each of the First Menasha officers’ and directors’
interests in the merger that are different from the in terests of other First Menasha
shareholders.  For example, please quantify the value of payments in respect of the
restricted stock awards described in this section.  Please refer to Item 18(a)(5)(i) of Form
S-4.

Exhibit 8.1 – Opinion of Bryan Cave LLP

5. To the extent that counsel intends to provide a short form opinion, then please have
counsel revise Exhibit 8.1 to state that the discussion in the prospectus under “Material
U.S. Federal Income Tax Consequences of the Merger” is counsel’s opinion and make
conforming revisions to the tax disclosure in the prospectus.  Please also revise your tax
disclosure to remove any implication that the tax consequences of the merger transaction
are uncertain (i.e., the statement at the top of page 50 that the parties ha ve “structured the
merger to qualify as a reorganization” and the related assumption in the fourth paragraph)
and instead provide a firm conclusion regarding the material tax consequences to
investors.  Otherwise, if counsel intends to provide a long form opinion, then please have
counsel revise its opinion to include all material tax consequences of the merger
transaction.  For guidance, please refer to Section III.B.2 of Staff Legal Bulletin No. 19.

Robert B. Atwell
Nicolet Bankshares, Inc.
January 9 , 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 David Lin , Staff Attorney,  at (202) 551 -3552 or me at (202) 551 -3369
with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Robert D. Klingler, Esq.

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NICOLET BANKSHARES, INC.

111 NORTH WASHINGTON STREET

GREEN BAY, WISCONSIN 54301

(920) 430-1400

February 29, 2016

Via Edgar

U.S. Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.,

Washington, DC 20549

 Re: Request for Acceleration of Effectiveness

  Nicolet Bankshares, Inc.

  Registration Statement on Form S-4

  File No. 333-208192

Ladies and Gentlemen:

On behalf of Nicolet Bankshares, Inc. (the “Company”), I
hereby request that the effectiveness of the Company’s Registration Statement on Form S-4 (Registration No. 333-208192) (the
“Registration Statement”), be accelerated so that it may become effective at 2:00 p.m., Eastern time, on March 2, 2016,
or as soon thereafter as practicable.

I hereby authorize the Company’s counsel, Robert D. Klingler
of Bryan Cave LLP, to orally modify or withdraw this request for acceleration.

The Company hereby acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking action with respect to the Registration Statement;

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

 · the Company may not assert the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

We respectfully request that the Company be notified of such
effectiveness by a telephone call to Mr. Klingler at (404) 572-6810 or, in his absence Kevin E. Strachan of Bryan Cave LLP at (404)
572-6735. We also respectfully request that a copy of the written order from the Commission verifying the effective time of such
Registration Statement be sent via facsimile to Mr. Klingler at (404) 420-0810.

    NICOLET BANKSHARES, INC.

    By:
    /s/ Ann K. Lawson

    Ann K. Lawson

    Chief Financial Officer

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[On Bryan Cave LLP
Letterhead]

January 15, 2016

Via EDGAR and Email

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

    Re:

    Nicolet Bankshares, Inc.

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

    Filed December 30, 2015

    File No. 333-208192

Ladies and Gentlemen:

On behalf of our client, Nicolet Bankshares,
Inc. (“Nicolet”), we are responding to the comments received from your office by letter dated January 8, 2016 with
respect to the above-referenced Registration Statement on Form S-4. We have restated and responded to each of your comments below.
Capitalized terms used in this letter have the meanings ascribed to them in the Registration Statement. All page references (excluding
those in the headings and the staff’s comments) refer to pages of the marked copy of Amendment No. 2 to Registration Statement
on Form S-4, which is being filed concurrently and reflects Nicolet’s responses to your comments.

Pro Forma Condensed Statements of Income
(Unaudited), page 13

 1. We note disclosure in footnote five on page 14 that you have included within the pro forma adjustment
to the “Other expense” line item amounts related to “cost savings as a result of merger.” Please tell us
and revise your filing to describe these cost savings in further detail by providing both qualitative and quantitative information
included in the pro forma adjustment for each of the periods presented. Please also tell us how you determined that these cost
savings were directly attributable to the merger, expected to have continuing impact, and are factually supportable pursuant to
Rule 11-02(b)(6) of Regulation S-X.

Response: Nicolet respectfully
advises the Staff that it has revised the disclosure on pages 9, 13 and 14 in response to this comment to eliminate the pro forma
adjustment related to “cost savings as a result of the merger” in light of the requirements of Rule 11-02(b)(6) of
Regulation S-X.

* * *

Robert D. Klingler, Esq. | Direct Line (404)
572-6810 | Direct Fax (404) 420-0810 | robert.klingler@bryancave.com

Securities and Exchange Commission

January 15, 2016

Page 2

Thank you for your consideration of our responses
to your comments. If you have any questions, or if we can be of further assistance to you in the review process, please call me
at (404) 572-6810. My fax number is (404) 420-0810.

Sincerely,

/s/ Robert D. Klingler

Robert D. Klingler

Robert D. Klingler, Esq. | Direct Line (404)
572-6810 | Direct Fax (404) 420-0810 | robert.klingler@bryancave.com

Mail Stop 4720
January  8, 2016

Robert B. Atwell
Chairman, President, and
Chief Executive Officer
Nicolet Bankshares, Inc.
111 North Washington Street
Green Bay, Wisconsin 54301

Re: Nicolet Bankshares, Inc.
Amendment No. 1  to Re gistration Statement on Form S -4
Filed December  30, 2015
  File No. 333 -208192

Dear Mr. Atwell :

We have reviewed your amended registration statement  and have the following comment .
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 comment applies  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 this comment , we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our December  18, 2015 letter .

Pro Forma Condensed Statements of Income (Unaudited), page 13

1. We note discl osure in footnote five on page 14 that you have included within the pro forma
adjustment to the “Other expense” line item amounts related to “cost savings as a result of
merger.”   Please tell us and revise your filing to describe these cost savings in furt her detail
by providing both qualitative and quantitative information included in the pro forma
adjustment for each of the periods presented.   Please also tell us how you determined that
these cost savings were directly attributable to the merger, expected  to have continuing
impact, and are factually supportable pursuant to Rule 11 -02(b)(6) of Regulation S -X.

You may contact John A. Spitz, Staff Accountant,  at (202) 551 -3484 or Amit Pande,
Accounting Branch Chief,  at (202) 551 -3423 if you have questions re garding comments on the

Robert B. Atwell
Nicolet Bankshares, Inc.
January  8, 2016
Page 2

 financial statements and related matters.  Please contact William H. Dorton, Staff Attorney,  at
(202) 551 -3107 or me at (202) 551 -3391 with any other questions.

Sincerely,

/s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

CORRESP
1
filename1.htm

[On Bryan Cave LLP Letterhead]

December 30, 2015

Via EDGAR and Email

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

 Re: Nicolet Bankshares, Inc.

Registration Statement on Form S-4

Filed November 24, 2015

File No. 333-208192

Ladies and Gentlemen:

On behalf of our client, Nicolet Bankshares,
Inc. (“Nicolet”), we are responding to the comments received from your office by letter dated December 18, 2015 with
respect to the above-referenced Registration Statement on Form S-4. We have restated and responded to each of your comments below.
Capitalized terms used in this letter have the meanings ascribed to them in the Registration Statement. All page references (excluding
those in the headings and the staff’s comments) refer to pages of the marked copy of Amendment No. 1 to Registration Statement
on Form S-4, which is being filed concurrently and reflects Nicolet’s responses to your comments.

Summary

We Must Meet Several Conditions to Complete
the Merger, page 6

 1. We note your disclosure of the closing condition in your merger agreement that each party must
maintain tangible common equity equal to at least 95% of such party’s tangible common equity as of June 30, 2015. Please
provide disclosure of each party’s tangible common equity as of a recent date.

Response: Nicolet has
revised page 68 of the Registration Statement to disclose each party’s tangible common equity as of November 30,
2015, the latest date for which such information is available.

Selected Unaudited Pro Forma Condensed
Financial Information, page 10

 2. We note your disclosure on page 63 that Nicolet is required to account for the merger as a purchase
transaction for accounting and financial reporting purposes. Please tell us how you determined the proposed merger of Baylake Corp.
(Baylake) should not be accounted for as a reverse acquisition of Nicolet Bankshares, pursuant to ASC 805-40. As part of your response
and with a view toward providing additional information supporting management’s judgments and

  determinations in determining the accounting acquirer pursuant to ASC 805-10-55-10 through 55-15,
please discuss how you considered the following information disclosed in this filing:

 • Based upon the agreed upon conversion rate (0.4517 shares of Nicolet for each share of Baylake)
and noting the disclosure on page 43 that Baylake will own 52% of the post-acquisition combined common stock.

 • Post-acquisition, the Board of Directors will be comprised of equal representation from both Nicolet
and Baylake.

 • Post-acquisition, the CEOs from both Nicolet and Baylake will serve as co-CEOs.

Response: For the reasons
set forth below, Nicolet determined that the proposed merger with Baylake should not be accounted for as a reverse acquisition
of Nicolet, pursuant to ASC 805-40.

ASC 805-10-55-12 sets forth six
general factors to be analyzed in transactions where equity consideration is being paid: which entity is issuing the securities,
the relative voting rights, the existence of a large minority voting interest, the composition of the governing body, the composition
of the senior management, and the terms of the exchange. In addition, ASC 805-10-55-13 provides that the acquirer is generally
larger than the other combining entity in relevant measures. As set forth below, a majority of these factors favor treating Nicolet
as the acquirer.

Factors Favoring Baylake as Acquirer:

 ● As identified by the SEC and described in the joint proxy statement-prospectus, Baylake shareholders
are expected to own approximately 52% of the post-acquisition combined common stock. However, as reflected in ASC 805-10-55-12,
in determining the relative voting rights, it is also appropriate to consider the existence of options and warrants. When considering
the relative overhang of the combining entities, the value of the common stock to be held by Nicolet and Baylake holders will be
approximately 50/50. Nicolet’s higher overhang of issued equity awards creates an apparent voting imbalance toward Baylake
shareholders on day one of the transaction, but such imbalance narrows as equity awards vest or are exercised in the future. At
September 30, 2015, the pro forma voting position was 52% Baylake and 48% Nicolet. Based on share forecasts as of December 31,
2015, the pro forma voting position appears to be 51% Baylake and 49% Nicolet, and is expected to continue to narrow.

While this factor does weakly
favor treating Baylake as the accounting acquirer, we respectfully believe that this factor is outweighed by numerous factors favoring
treating Nicolet as the accounting acquirer.

Neutral Factors:

 ● As identified by the SEC, the combined entity will have an evenly split Board of Directors based
on eight directors from each of Baylake and Nicolet.

 ● As identified by the SEC, the CEOs from Nicolet and Baylake will serve as Co-CEOs.

 ● Neither party is contributing a large minority voting interest to the combined entity.

We respectfully believe these
neutral factors are not reasons to treat Baylake as the acquirer, but rather reflect the overall “merger of equals”
concepts desired by each party in negotiations.

Factors Favoring Nicolet as Acquirer:

 ● Nicolet will issue its common stock as the primary consideration.

 ● The exchange ratio represents an approximate 14% premium to Baylake’s stock price prior to
announcement of the transaction.

 ● Based on September 30, 2015 pre-combination balances, and excluding consideration of purchase accounting
adjustments, Nicolet is the larger entity in many respects including the contribution of:

 ○ 53.3% of total combined assets

 ○ 56.1% of the total combined net loans.

 ○ 55.9% total combined deposits

 ○ 55.6% of the combined net income (for the nine months ending September 30, 2015)

 ● The pre-combination equity-to-asset ratio at September 30, 2015 was 9.0% and 10.8% for Nicolet
and Baylake, respectively. Because of differences in capital structure, Baylake does have a slightly higher ratio of equity to
assets but the transaction provides for a special dividend minimizing this difference.

 ● While both the Nicolet and Baylake CEO will survive as Co-CEOs, as reflected in the joint proxy
statement-prospectus, the composition of the senior management team will be predominantly weighted to Nicolet’s pre-merger
management team. As disclosed in the proxy statement/prospectus, beyond the Co-CEOs, Nicolet’s Mike Daniels will serve as
EVP of the combined entity and President and CEO of the surviving bank, and Nicolet’s Ann Lawson will serve as CFO of the
combined entity.

 ● Nicolet’s name, ticker symbol, bank charter, bank name and headquarters will survive.

Based on a consideration of all
pertinent facts and circumstances, Nicolet respectfully maintains that Nicolet is the accounting acquirer in the transaction, and
reverse acquisition treatment is inappropriate.

Reasons for the Merger

Opinion of Keefe, Bruyette & Woods,
Inc., page 34

 3. We note that Nicolet management provided certain financial forecasts and projections to KBW and
that KBW relied upon these financial projections in preparing its fairness opinion. In addition, we note your disclosure on page
36 that KBW relied upon Nicolet’s management in relation to “street estimates” of Baylake. Please disclose the
financial projections and forecasts provided to KBW or explain why such information is not material to security holders.

Response: Nicolet has
revised the Registration Statement beginning on page 56 to disclose the requested information.

Opinion of Sandler O’Neill &
Partners, L.P.

Sandler O’Neill’s Relationship,
page 56

 4. Please provide quantitative disclosure of the fees that Sandler O’Neill received from Nicolet
in the three years preceding the date of its opinion.

Response: Nicolet has
revised page 56 of the Registration Statement to disclose the requested information.

Material U.S. Federal Income Tax Consequences
of the Merger

Qualification of the Merger as a Reorganization,
page 76

 5. We note your disclosure that the merger is conditioned in part upon receipt of a tax opinion from
Bryan Cave LLP to the effect that, among other things, the merger will constitute a “reorganization” within the meaning
of Section 368(a) of the Internal Revenue Code, and that such tax opinion is filed as Exhibit 8.1 to the registration statement.
We further note that, in its legal opinion, Bryan Cave LLP opines only that the legal conclusions contained in the relevant portion
of the prospectus accurately set forth the material U.S. federal income tax consequences of the transaction. Please revise your
disclosure to state clearly that the discussion in the tax consequences section of the prospectus is counsel’s opinion. Alternatively,
please have counsel revise its opinion to provide a long-form tax opinion.

Response: A revised opinion of Bryan Cave LLP,
counsel to Nicolet, has been filed as Exhibit 8.1 to the Registration Statement.

Closing
Information

Notwithstanding our
comments, in the event you request acceleration of the effective date of the pending registration 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 Commission from taking any action with
respect to the filing;

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

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

We have attached the requested
statement as Exhibit A to this letter.

* * *

Thank you for your consideration of our
responses to your comments. If you have any questions, or if we can be of further assistance to you in the review process, please
call me at (404) 572-6810. My fax number is (404) 420-0810.

    Sincerely,

    /s/ Robert D. Klingler

    Robert D. Klingler

Exhibit A

The undersigned Company hereby acknowledges
and confirms 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.

This 30th day of December, 2015.

    NICOLET BANKSHARES, INC.

    By:
    /s/ Robert B. Atwell

    Robert B. Atwell

    Chairman, President and Chief Executive Officer

Mail Stop 4720
December  18, 2015

Robert B. Atwell
Chairman, President, and
Chief Executive Officer
Nicolet Bankshares, Inc.
111 North Washington Street
Green Bay, Wisconsin 54301

Re: Nicolet Bankshares, Inc.
  Registration Statement on Form S-4
Filed  November  24, 2015
  File No.  333-208192

Dear Mr. Atwell :

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.

Summary

We Must Meet Several Conditions to Complete the Merger, page  6

1. We note your disclosure of the closing condition in your merger agreement that each
party must maintain tangible common equity equal to at l east 95% of such party’s
tangible common equity as of June  30, 2015.  Please provide disclosure of each party’s
tangible common equity as of a recent date.

Selected Unaudited Pro Forma Condensed Financial Information, page 10

2. We note your disclosure on p age 63 that Nicolet is required to account for the merger as a
purchase transaction for accounting and financial reporting purposes.   Please tell us how

Robert B. Atwell
Nicolet Bankshares, Inc.
December  18, 2015
Page 2

 you determined the proposed merger of Baylake Corp. (Baylake) should not be accounted
for as a reverse a cquisition of Nicolet Bankshares, pursuant to ASC 805 -40.  As part of
your response and with a view toward providing additional information supporting
management’s judgments and determinations in determining the accounting acquirer
pursuant to ASC 805 -10-55-10 through  55-15, please discuss how you considered the
following information disclosed in this filing:

 Based upon the agreed upon conversion rate (0.4517 shares of Nicolet for each share of
Baylake) and noting the disclosure on page 43 that   Baylake will own 52% of the post -
acquisition combined common stock.

 Post-acquisition, the Board of Directors will be comprised of equal representation from
both Nicolet and Baylake.

 Post-acquisition, the CEO s from both Nic olet and Baylake will serve as co-CEO s.

Reasons for the Merger

Opinion of Keefe, Bruyette & Woods, Inc., page  34

3. We note that Nicolet management provided certain financial forecasts and projections to
KBW and that KBW relied upon these financial projections in preparing its fairness
opinion.  In addition, we note your disclosure on page 36 that KBW relied upon Nicolet’s
management in relation to “street estimates” of Baylake.  Please disclose the financial
projections and forecasts provided to KBW or explain why such information is not
material to security holders.

Opinion of Sandler O’Neill & Partners, L.P.

Sandler O’Neill’s Relationship, page  56

4. Please provide quantitative disclosure of the fees that Sandler O’Neill received from
Nicolet in the three years preceding the da te of its opinion.

Material U.S. Federal Income Tax Consequences of the Merger

Qualification of the Merger as a Reorganization, page  76

5. We note your disclosure that the merger is conditioned in part upon receipt of a tax
opinion from Bryan Cave  LLP to the effect that, among other things, the merger will
constitute a “reorganization” within the meaning of Section  368(a) of the Internal
Revenue Code, and that such tax opinion is filed as Exhibit  8.1 to the registration
statement.  We further note that, in its legal opinion, Bryan Cave LLP opines only that
the legal conclusions contained in the relevant portion of the prospectus accurately set

Robert B. Atwell
Nicolet Bankshares, Inc.
December  18, 2015
Page 3

 forth the material U.S. federal income tax consequences of the transaction.  Please revise
your disclosure to state clearly that the discussion in the tax consequences section of the
prospectus is counsel’s opinion.  Alternatively, please have counsel revise its opinion to
provide a long -form tax opinion.

We urge all persons who are responsible for the accurac y 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 registration statement , please prov ide 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 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 request s 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.

Robert B. Atwell
Nicolet Bankshares, Inc.
December  18, 2015
Page 4

 You may contact John A. 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 matter s.  Please contact William H. Dorton, Staff Attorney,  at
(202) 551 -3107  or me at (202) 551 -3391  with any other questions.

Sincerely,

/s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

CORRESP
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    t75387a_corresp.htm

NICOLET BANKSHARES, INC.

111 NORTH WASHINGTON STREET

GREEN BAY, WISCONSIN 54301

(920) 430-1400

March 22, 2013

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.,

Washington, DC 20549

Re:

Request for Acceleration of Effectiveness

Nicolet Bankshares, Inc.

Registration Statement on Form S-4

File No. 333-186401

Ladies and Gentlemen:

On behalf of Nicolet Bankshares, Inc. (the “Company”), I hereby request that the effectiveness of the Company’s Registration Statement on Form S-4, as amended (Registration No. 333-186401) (the “Registration Statement”), be accelerated so that it may become effective on March 26, 2013 or as soon thereafter as practicable.

On behalf of the Company I acknowledge that:

o

should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking action with respect to the Registration Statement;

o

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

o

the Company may not assert the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We respectfully request that the Company be notified of such effectiveness by a telephone call to the Company’s counsel, Katherine M. Koops or Kenneth M. Achenbach of Bryan Cave LLP, who can be reached at (404) 572-6819 or (404) 572-6808, respectively.

NICOLET BANKSHARES, INC.

By:

/s/ Robert B. Atwell

Robert B. Atwell

Chairman, President and Chief Executive Officer

February 28,  2013

Via Email
Robert B. Atwe ll
Chairman , President and Chief Executive Officer
Nicolet Bankshares, Inc .
111 North Washington Street
Green Bay, Wisconsin  54301

Re:  Nicolet Bankshares, Inc.
        Registration Statement on Form S-4
        File number 333 -186401
        Filed February 1, 2013

Dear Mr. Atwe ll:

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 app ly 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 hav e additional comments.

Form S -4
Cover Page

1. Noting that all holders with less than 200 shares will be cashed out, and with a view
towards additional disclosure, please advise the staff as to the number of holders with less
than 200 shares and the total  expected  cost of cashing out those holders.   Similarly,
noting your plan to cash out all holders in certain states, tell us in which states
shareholders  will be cashed out , the number of shareholders in each  and the dollar
amount that will be paid to those holders .  Also tell us  why it would involve
“unreasonable effort or expense”  to exchange those shares .

2. Revise to disclose th at Nicolet shares do not have a market and disclose the latest  known
trading price s for Mid-Wisconsin shares.

Robert B. Atwell
Nicolet Bankshares, Inc.
February 28 , 201 3
Page 2

 3. In your next amendment, please revise the cover to indicat e the number of shares being
offered.  See Item 501(b)(2) of Regulation S -K.

Questions and Answers, page i

4. Revi se to add a Q&A  on how the consideration was determined.

5. Revise to add a Q&A on how to perfect dissenters/appraisal rights.

Summary, page 1

6. Please briefly indicate Mid -Wisconsin’s reason for suspending registration  with the SEC .
Consider  a risk factor relating t his situation for  Mid-Wisconsin shareholders .

7. Disclose the $500,000 funding limit for cashing out smaller shareholders.  Reference t he
reader to the complete discussion later in the prospectus.

8. Where appropriate in the summary, discuss the ability of Mid -Wisconsin shareholders
owning fewer than 200 shares to purchase additional shares prior to the merger in order
to receive stock.  M ore detailed information may be warranted in the body of the
prospectus.

The Companies, page 1

9. We note the troubled financial performance of both companies since 2007.  At this
heading or as a risk factor, please summarize managements’ understanding as t o the
reasons for this situation.  We note, for example, for Mid -Wisconsin, that deposits have
declined and the large return on average equity loss figures in 2009 and 2011.   You may
need to  address particular differences between the market area economy of the banks and
national trends.   Also address  any particular strengths that are unique to one bank or the
other that might demonstrate the benefit of this transaction, or, alternately, clarify that
both banks are facing the same difficulties.

10. Summarize th e regulatory agreements, capital level deficiencies, TARP position,
dividend prohibition and any other material regulatory problems of Mid -Western.

Unaudited Comparative Per Share Financial Data, page 10

11. Please revise to indicate that neither company cur rently issues dividends and Nicolet has
           No intent to do so after the merger.  See Item 3(f) of the instructions to Form S -4.

Selected Unaudited Pro Forma …., page 11

12. Revise footnote (1) on page 12 to indicate when the Preferred w ill be  redeeme d.

Robert B. Atwell
Nicolet Bankshares, Inc.
February 28 , 201 3
Page 3

Risk Factors
Risks Related to Ownership…
The Nicolet common stock…, page 23

13. Please disclose the total number of shareholders of Nicolet stock and the typical number
of known trades per month. In addition, give the approximate number of shareholder s
expected as a result of the merger.

Proposal 1: The Merger Agreement
Background of the Merger, page 33

14. Revise the third paragraph to disclose the strategic alternatives presented by Raymond
James and explain why none were pursued except for the sale of  the Company.

15. Please revise to include the negotiation of the principal terms of the transaction, including
price.

16. Disclose any projections  that crossed between the two companies .

17. Explain why Raymond James is only opining on the assumed receipt of “ $6.15” in its
Mid-Wisconsin opinion, rather than also including the fraction of a share of Nicolet stock
to be received .  Describe how that figure  was calculated.

18. Please revise to disclose the compensation level of Sandler O’Neill and Raymond James
for their merger work and the total amount received by them in the last two years from
Nicolet  and Mid -Wisconsin.

19. Please supplementally provide us with any board book materials provided to either
company by their financial advisors .

Material…Tax Consequences  of the Merger, page 66

20. Please revise to reflect that this section is based on an opinion, filed as an exhibit.  Please
identify the firm which provided the opinion.

Nicolet Bankshares, Inc. Financial Statements
Note 4. Loans, page F -15

21. We note your disclosures as required by ASC 310 -10-50 as of December 31, 2011 herein
and as of September 30, 2012 beginning on page F -44.  Given your disclosures on page
103 that troubled debt -restructurings are considered impaired and on page 108 that you

Robert B. Atwell
Nicolet Bankshares, Inc.
February 28 , 201 3
Page 4

 have no restructuring loans accruing, please revise to also provide the disclosures
required by ASC 310 -10-50-33 through 34.

Note 5. Loans, Allowance for Loan Losses, and Credit Quality, page F -44

22. Please revise your filing to provide the following disc losures as of September 30, 2012
similar to those provided as of December 31, 2011:

 An age analysis of past due financing receivables as required
by ASC 310 -10-50-7A;
 A description of your credit quality indicator(s) and the corre sponding
recorded investment amount as required by ASC 310 -10-50-29; and
 The amount of interest income recognized on impaired loans using a
cash-basis method as required by ASC 310 -10-50-15(c)(3).

Appendix C

23. Please revise the penultimate paragrap h to indicate that Raymond James has consented to
the use of its fairness opinion in the prospectus or file a consent as an exhibit.

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 Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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.

Robert B. Atwell
Nicolet Bankshares, Inc.
February 28 , 201 3
Page 5

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

You may contact John Spitz  at 202-551-3484 or Amit Pande , Accounting Branch Chief ,
at 202 -551-3423 if you have questions regarding  the financial statements and related matters.
Please contact David Lyon  at 202-551-3421 or me  at 202-551-3434  with any other questions.

Sincerely,

 /s/ Michael R. Clampitt

 Michael Clampitt
Senior Attorney

By Email to: Katherine M. Koops
            katherine.koops@bryancave.com