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CORRESP
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 CORRESP

 QNB Corp. 15 North Third Street, P.O. Box 9005 Quakertown, Pennsylvania 18951-9005   January 14, 2026 VIA EDGAR Madeleine Joy Mateo U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street NE Washington, D.C. 20549

 Re:
 QNB Corp.

 Registration Statement on Form S-4, As Amended on January 14, 2026

 File No. 333-292253

     Dear Ms. Mateo: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, QNB Corp., a Pennsylvania corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 4:00 PM, Eastern Time, on Friday, January 16, 2026, or as soon thereafter as practicable. Please contact David W. Swartz, Esq. of Stevens & Lee, P.C., counsel to the Registrant, at (610) 478-2184 with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Swartz when this request for acceleration of effectiveness of the Registration Statement has been granted.

 Very truly yours,

 QNB CORP.

 By:
 /s/ Jeffrey Lehocky

 Name:
 Jeffrey Lehocky

 Title:
 Executive Vice President and Chief Financial Officer

June 16, 2010

By U.S. Mail and facsimile: (215) 538-5790

Thomas J. Bisko
President and Chief Executive Officer QNB Corp. 15 North Third Street Quakertown, PA 18951
Re: QNB Corp.
Form 10-K for fiscal year ended December 31, 2009 File No. 000-17706
 Dear Mr. Bisko:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Eric Envall Staff Attorney

CORRESP
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    15 North
Third Street PO Box
9005

    Quakertown,
Pennsylvania 18951

    May 19,
2010

    VIA
EDGAR and Facsimile

    Michael
Clampitt, Esquire

    Senior
Counsel

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Washington,
D.C. 20549

    Mail Stop
4561

              Re:

              QNB
      Corp.

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

    File No.
000-17706

    Dear
Mr. Clampitt:

    We are responding to your letter, dated
May 10, 2010, relating to the filing referenced above of QNB Corp. (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 Year Ended
December 31, 2009

    General

    Additional Information, page
10

    1.  In
future filings please correct the address of the Securities and Exchange
Commission.

    We will
correct the address of the Securities and Exchange Commission in future filings
to reflect the following:

    SEC
Headquarters

    100 F
Street, NE

    Washington,
DC 20549

    Item 3. Legal
Proceedings

    2.  Please
tell us and include in future filings whether you have any material pending
legal proceedings
rather than material litigation.  Refer
to Item 103 of Regulation S-K.

    The
Company is not a party to any pending material legal proceedings within the
meaning of Item 103 of Regulation S-K.  We will revise future filings
to disclose any material pending legal proceedings as opposed to any
material pending litigation in accordance with
Item 103 of Regulation S-K.

    Item 8. Financial Statements
and Supplementary Data

    Note 4 – Investment
Securities Available for Sale, pages 61-65

    Pooled Trust Preferred
Securities

    3.  The
staff notes the disclosure appearing on page 65 that in determining whether a
credit loss exists, the company uses its best estimate of the present value of
cash flows expected to be collected from the debt security and discounts them at
the effective yield implicit in the security at the date of
acquisition.  In addition, the staff notes that the company states
that the internal rate of return is the pre-tax yield used to discount the
future cash flows.  The cash flows have been discounted using the
stated yield on the individual security purchased plus a market discount rate
ranging from 1% to 6%.  These two statements appear to be
inconsistent.  Please tell us how you determined the discount rate to
be used on the company’s OTTI methodology.  If the rate used is not
the effective yield then state which rate is used by the company.  If
the rate used is the effective yield then the company should revise its
disclosure in future filings to eliminate the apparent
inconsistency.

    The
Company agrees with the staff that the placement of our discussion of the
internal rate of return utilized in the calculation of the fair value of our
pooled trust preferred securities within our discussion of how credit related
other-than-temporary-impairment (OTTI) is determined on our pooled trust
preferred securities could appear inconsistent to the reader. The statement made
earlier in the disclosure correctly states that when determining whether a
credit related other-than-temporary impairment exists the Company uses its best
estimate of the present value of cash flows expected to be collected from the
security and discounts them at the effective yield implicit in the security at
the date of acquisition.

    In future
filings the Company will appropriately disclose that the internal rate of return
is utilized for the calculation of fair value in the fair value disclosure and
that the effective yield is used in the determination of OTTI in the OTTI
disclosure. The Company has also reflected this change in the disclosures
included in the Form 10-Q filed on May 17, 2010.

    4.  The
staff notes that for PreTSL XIX you disclose that there is no excess
subordination.  Please tell us and revise future filings to state the
following:

                ·

                how
      you calculate excess subordination;
and

        2

    Excess
subordination is the amount by which the underlying performing collateral
exceeds the outstanding bonds being valued in the tranche as well as all of the
senior tranches. The excess subordination ratio is calculated by dividing the
difference between performing collateral and outstanding bonds (most senior
through the bond being valued) by performing collateral. A bond with no
excess subordination indicates that the outstanding bond balances (most senior
through the bond being valued) exceed the supporting collateral.

    The
Company will revise the disclosure in future filings to include the coverage
ratio in lieu of the disclosure previously provided regarding excess
subordination. Coverage is the amount of performing collateral supporting a
particular tranche. Upon further review, the Company feels the coverage ratio
will more clearly reflect how much collateral supports each bond and should
provide more useful information to the reader of our financial statements.
Included below is a table to illustrate the disclosure we provided in our
December 31, 2009 Form 10-K regarding excess subordination and the proposed
disclosure of the coverage ratio in place of the excess subordination disclosure
at December 31, 2009.

                Current
      Disclosure

                Proposed
      Disclosure

                Deal

                Excess
      subordin-

                ation
      as a % of

                current
      performing

                collateral

                Total
      performing

                collateral
      as a % of

                outstanding
      bonds

                (coverage
      ratio)

                PreTSL
      IV

                19.0%

                123.5%

                PreTSL
      V

                No
      excess

                95.0%

                PreTSL
      VI

                No
      excess

                69.2%

                PreTSL
      XVII

                No
      excess

                88.5%

                PreTSL
      XIX

                No
      excess

                92.3%

                PreTSL
      XXV

                No
      excess

                78.0%

                PreTSL
      XXVI

                No
      excess

                84.8%

    In future
filings the Company will disclose the coverage ratio and will no longer provide
information related to excess subordination. The Company reflected this change
in the disclosures included in the Form 10-Q filed on May 17, 2010.

              ·

              how
      you determined that with no excess subordination there was no credit
      impairment.

    The
reason there was no credit impairment recorded on PreTSL XIX during 2009 even
though there was no excess subordination was a result of the present value of
the projected cash flows still approximating the book value of the bonds.
The way this pooled trust preferred security was structured at inception helps
to explain why the bond does not have to be 100% collateralized to pay off
entirely. The cash flow waterfalls for these securities are extremely complex
and the excess subordination does not include the value of the performance
triggers. If the performance triggers are not met, cash flow, including
interest, is allocated from the income notes first, the next subordinate bond
second, and so on until the applicable trigger is met. Thus, bonds more senior
in the waterfall are afforded credit enhancement both through the dollar value
of the bonds subordinate to them as well as the cash flow that would be
allocated to those subordinate bonds. This means that interest from subordinate
tranches can pay down principal on more senior notes as is currently the case
with respect to PreTSL XIX. Given the current and projected level of deferrals
and defaults, there is still enough cash flow to pay down the senior bonds and
some of the mezzanine classes.

        3

    Another
difference between the relationship of excess subordination and the calculation
of credit impairment relates to the reason and financial condition for issuers
who are deferring interest payments. Part of the OTTI analysis involves a review
of those issuers who are currently in a deferral status while the excess
subordination calculation assumes that both deferrals and defaults will all be
100% credit losses. In reality, some of the issuers who are deferring may not be
in imminent danger of failure and could just be taking advantage of an option
available to them to preserve some relatively inexpensive capital.

    ________________________

    In
connection with responding to your comments, the Company acknowledges the
following:

                ·

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

                ·

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

                ·

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

    If you have any questions or further
comments with respect to these matters, please contact the undersigned at (610)
538-5612.

                Very
      truly yours,

              QNB
      CORP.

              /s/
      Thomas J. Bisko

              Thomas
      J. Bikso

              Chief
      Executive Officer

        4

May 10, 2010
By U.S. Mail and facsimile: (215) 538-5790
Thomas J. Bisko
President and Chief Executive Officer QNB Corp. 15 North Third Street Quakertown, PA 18951
Re: QNB Corp.         Form 10-K for fiscal year ended December 31, 2009  File Number 000-17706

 Dear Mr. Bisko:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we thin k your documents should be revised.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In other
comments, where indicated, we think you should revise your document in response to these
comments in future filings.  In your response, pleas e indicate your intent to include the requested
revision in future filings and pr ovide us a draft of your proposed disclosures.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosures.  After reviewing this info rmation, we may have additional comments.
             The purpose of our review process is to assist you in your comp liance with the applicable
disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We we lcome any questions you may have about our
comments or on any other aspect of our review.  Feel free to call us at the telephone numbers
listed at the end of this letter.  Form 10-K for the Fiscal Year Ended December 31, 2009

General
Additional Information, page 10

1. In future filings, please correct the addre ss of the Securities and Exchange Commission.

Item 3.  Legal Proceedings, page 15
 2. Please tell us, and include in future filings  whether you have any material pending legal
proceedings  rather than material litigation.   Refer to Item 103 of Regulation S-K.

Mr. Thomas J. Bisko
QNB Corp.
May 10, 2010 Page 2    Item 8. Financial Statements and Supplementary Data

Note 4 – Investment Securities Available-For-Sale, pages 61-65

Pooled Trust Preferred Securities

3. The staff notes the disclosure appearing on pa ge 65 that in determining whether a credit
loss exists, the company uses its best estimate of the present value of cash flows expected
to be collected from the debt security and disc ounts them at the effective yield implicit in
the security at the date of ac quisition.  In addition, the sta ff notes that the company states
that the internal rate of return is the pre-tax yield used to discount the future cash flows.
The cash flows have been discounted using the stated yield on the individual security
purchased plus a market discount rate rangi ng from 1% to 6%.  These two statements
appear to be inconsistent.   Please tell us how  you determined the discount rate to be used
in the company’s OTTI methodology.  If the rate used is not the effective yield then state
which rate is used by the company.  If the ra te used is the effective yield then the
company should revise its disclosure in fu ture filings to eliminate the apparent
inconsistency.
 4. The staff notes that for PreTSL XIX you disclose that there is no excess subordination.
Please tell us and revise future  filings to state the following:

• how you calculate excess subordination; and

• how you determined that with no exce ss subordination there was no credit
impairment.

   *  *  *  *  *
  Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials on
EDGAR.  Please furnish a cover letter that ke ys your response to our comments, provide any
requested information and provide us drafts of pr oposed revisions to future filings in response to
our comments.  Please understand that we may have additional comments after reviewing any
amendment and your response to our comments.    We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Mr. Thomas J. Bisko
QNB Corp. May 10, 2010 Page 3    In connection with responding to our comme nts, please provide, in writing, a 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.   Please direct any questions on accounting matters to Chris Harley at 202-551-3695, or to Marc Thomas at 202-551-3452.  Pl ease direct any other questi ons to Eric Envall at 202-551-
3234, or to me at 202-551-3434.
 Sincerely,
    Michael Clampitt   Senior Counsel