SecProbe.io

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 Southern First Bancshares, Inc.

 6 Verdae Boulevard

 Greenville, SC 29607

 February 11, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attn: Robert Arzonetti

 Re: Southern First Bancshares, Inc.

 Registration Statement on Form S-3

 File No. 333-293279

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, 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 9:00 a.m., Eastern Time, on Friday, February 13, 2026,
or as soon as practicable thereafter.

 Once the Registration Statement
has been declared effective, please confirm that event with our counsel, Brittany M. McIntosh of Nelson Mullins Riley & Scarborough
LLP, by email at brittany.mcintosh@nelsonmullins.com or by telephone at (864) 373-2326.

 Very
 truly yours,

 /s/
 Christian J. Zych

 Christian
 J. Zych

 Chief
 Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 10, 2026

R. Arthur Seaver, Jr.
Chief Executive Officer
Southern First Bancshares, Inc.
6 Verdae Boulevard
Greenville, SC 29607

 Re: Southern First Bancshares, Inc.
 Registration Statement on Form S-3
 Filed February 06, 2026
 File No. 333-293279
Dear R. Arthur Seaver, Jr.:

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

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

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

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Brittany M. McIntosh
</TEXT>
</DOCUMENT>

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May
1, 2023

John Stickel

Attorney

Securities and
Exchange Commission

Division of Corporation
Finance

100 F. Street NE

Washington,
D.C. 20549

    Re:

    Southern
    First Bancshares, Inc. (the “Registrant”)

    Registration
    Statement on Form S-3 (File No. 333-271291)

Dear
Mr. Field:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby requests that the
effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities
Act at 9:00 a.m., New York City time, on Wednesday, May 3, 2023.

The
Staff should feel free to contact Ben Barnhill of Nelson Mullins Riley & Scarborough LLP, the Registrant’s legal counsel, at
(864) 373-2246 with any questions or comments.

    Sincerely,

    Southern
    First Bancshares, Inc.

    By:
    /s/ R. Arthur Seaver

    R.
    Arthur Seaver

    Chief
    Executive Officer

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May
1, 2023

John Stickel

Attorney

Securities and
Exchange Commission

Division of Corporation
Finance

100 F. Street NE

Washington,
D.C. 20549

    Re:

    Southern
    First Bancshares, Inc. (the “Registrant”)

    Registration
    Statement on Form S-3 (File No. 333-271291)

Dear
Mr. Field:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby requests that the
effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities
Act at 9:00 a.m., New York City time, on Wednesday, May 3, 2023, or as soon as practical thereafter.

The
Staff should feel free to contact Ben Barnhill of Nelson Mullins Riley & Scarborough LLP, the Registrant’s legal counsel, at
(864) 373-2246 with any questions or comments.

    Sincerely,

    Southern
    First Bancshares, Inc.

    By:
    /s/ R. Arthur Seaver

    R.
    Arthur Seaver

    Chief
    Executive Officer

United States securities and exchange commission logo
April 26, 2023
R. Arthur Seaver, Jr.
Chief Executive Officer
Southern First Bancshares, Inc.
6 Verdae Boulevard
Greenville, South Carolina 29607
Re:Southern First Bancshares, Inc.
Registration Statement on Form S-3
Filed April 17, 2023
File No. 333-271291
Dear R. Arthur Seaver:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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April 17, 2020

Donald E. Field
Attorney
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street NE
Washington, D.C. 20549

   Re:

   Southern First Bancshares, Inc. (the “Registrant”)

   Registration Statement on Form S-3 (File No. 333-237653)

Dear Mr. Field:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at 9:00 a.m., New York City time, on Tuesday, April 21, 2020.

The Staff should feel free to contact Ben Barnhill of Nelson Mullins Riley & Scarborough LLP, the Registrant’s legal counsel, at (864) 373-2246 with any questions or comments.

   Sincerely,

   Southern First Bancshares, Inc.

   By:

   /s/ Michael D. Dowling

   Michael D. Dowling

   Chief Financial Officer

April 16, 2020
R. Arthur Seaver
Chief Executive Officer
Southern First Bancshares, Inc.
100 Verdae Boulevard, Suite 100
Greenville, South Carolina 29607
Re:Southern First Bancshares, Inc.
Registration Statement on Form S-3
Filed April 13, 2020
File No. 333-237653
Dear Mr. Seaver:
            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 Donald E. Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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Southern First Bancshares, Inc.
100 Verdae Boulevard, Suite
100 Greenville, South Carolina 29607

January 3, 2020

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

   Attention:

   Sonia Bednarowski

   Dietrich King

   Division of Corporation Finance

   Office of Financial Services

   Re:

   Southern First Bancshares, Inc. (the “Registrant”)

   Registration Statement on Form S-4 (File No. 333-235465)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933 (the “Securities Act”), the Registrant hereby requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at 9:00 a.m., Eastern Time, on Tuesday, January 7, 2020, or as soon thereafter as possible.

The Staff should feel free to contact Ben Barnhill of Nelson Mullins Riley & Scarborough LLP, the Registrant’s legal counsel, at (864) 373-2246 with any questions or comments.

   Sincerely,

   Southern First Bancshares, Inc.

   By:

   /s/ Michael D. Dowling

   Michael D. Dowling

   Chief Financial Officer

December 17, 2019
Michael D. Dowling
Chief Financial Officer
Southern First Bancshares, Inc.
100 Verdae Boulevard
Suite 100
Greenville, SC 29606
Re:Southern First Bancshares, Inc.
Registration Statement on Form S-4
Filed December 12, 2019
File No. 333-235465
Dear Mr. Dowling:
            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 Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-
8071 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

Mail Stop 4720
April  7, 2017

R. Arthur Seaver, Jr.
Chief Executive Officer
Southern First Bancshares, Inc.
100 Verdae Boulevard, Suite 100
Greenville, SC 29606

Re: Southern First Bancshares, Inc.
  Registration Statement on Form S-3
Filed  March  30, 2017
  File No.  333-217031

Dear Mr. Seaver :

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 William H. Dorton, Staff Attorney,  at (202) 551 -3107  with any questions.

Sincerely,

/s/ Dietrich A. King

Dietrich A. King
Assistant Director
Office of Financial Services

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April 7, 2017

Will Dorton
Attorney

Securities and Exchange
Commission
Division of Corporation Finance
100 F. Street NE
Washington, D.C. 20549

      Re:

      Southern First
      Bancshares, Inc. (the “Registrant”)

      Registration
      Statement on Form S-3 (File No. 333-217031)

Dear Mr. Dorton:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby
requests that the effective date for the above-referenced Registration Statement
be accelerated so that it will be declared effective under the Securities Act at
4:00 p.m., New York City time, on Tuesday, April 11, 2017.

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

    1.

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

    2.

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

    3.

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

[Remainder of the Page
Intentionally Left Blank]

      Very truly yours,

    Southern First Bancshares, Inc.

    By:
    /s/ Michael D. Dowling

    Name:
    Michael D. Dowling

    Title:
    Chief Financial Officer

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SFST Acceleration

Southern
First

P.O. Box
17465 - Greenville,
SC 29606

(864)679-9000

June 21, 2012

Michael F. Johnson

Staff Attorney

Securities and Exchange
Commission

Division of Corporation
Finance

100 F. Street NE

Washington,
D.C. 20549

            Re:       Southern First Bancshares, Inc.
(the “Registrant”)

Registration Statement on Form S-1 (File No. 333-181198)

Dear
Mr. Johnson:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the “Securities Act”), the Registrant hereby requests that the
effective date for the above-referenced Registration Statement be accelerated
so that it will be declared effective under the Securities Act at 9:00 a.m.,
New York City time, on Monday, June 25, 2012.

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

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

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

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

[Remainder of the Page Intentionally Left Blank]

                                                Very truly yours,

                                                Southern
First Bancshares, Inc.

                                                By:    /s/Michael D. Dowling

                                          Name:
Michael D. Dowling

                                          Title:    Chief Financial
Officer

2

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Nelson

     Mullins

  Nelson
  Mullins Riley & Scarborough LLP

  Attorneys and Counselors at Law

  104 South Main Street / Ninth Floor / Greenville, SC
  29601

  Tel: 864.250.2300  Fax: 864.232.2925

  www.nelsonmullins.com

  John M. Jennings

  (Admitted in IL, NC & SC)

  Tel: 864.250.2207

  Fax: 864.232.2925

  john.jennings@nelsonmullins.com

June
8, 2012

Mr. Michael F. Johnson

Staff Attorney

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

            Re:       Southern First Bancshares, Inc.

                        Registration Statement on Form S-1

                        Filed May 7, 2012

                        File No. 333-181198

Dear Mr. Johnson:

            This letter is provided on behalf of Southern
First Bancshares, Inc. (the "Company," "we," or
"our") in response to the comment letters from the Securities and
Exchange Commission (the "SEC" or the "Commission") dated
May 14, 2012 and May 31, 2012 (the "Comment Letter"), related to its
review of the Company's Registration Statement on Form S-1 filed on May 7, 2012
(File No. 333-181198) (the "Form S-1").  This letter and the
Company's Pre-Effective Amendment No. 1 ("Amendment No. 1") to the
Form S-1 are being filed with the Commission electronically via EDGAR.

            For ease of reference, we have repeated each of
the Commission's comments below, followed by the corresponding responses of the
Company.  All references to page numbers of these responses are to the pages of
Amendment No. 1.

Comment Letter dated May 14, 2012

General

1.         We note
the public offering price of the Preferred Shares will be determined by an
auction process.  We also note the clearing price will be equal to the
highest price in the auction for which the quantity of all bids at or above such
price equals the number of Preferred Shares that Treasury elects to sell.
This appears to provide a great deal of discretion

With offices in the District of Columbia, Florida,
Georgia, Massachusetts, North Carolina, South Carolina, Tennessee and West
Virginia

Mr. Michael F. Johnson

June
8, 2012

Page 2

 to the selling shareholder and little certainty to bidders
participating in the auction.  It is unclear how this process provides a
formula that bidders can rely on in placing their bids.  Please explain how the
bidders will have certainty as to the manner in which the offering price will
be determined.

Response to Comment 1:

The auction formula is designed to establish principles of fairness among
bidders such that bidders at the highest price are ensured to participate in any
sale of Preferred Shares that the selling shareholder determines to pursue.
The auction formula is not designed to obligate the selling shareholder to sell
Preferred Shares in the auction, regardless of price.  We do not view the
selling shareholder's discretion to sell Preferred Shares in the auction as any
different from the discretion of an issuer to sell securities in a primary
offering once the marketing period concludes.  Nevertheless, we have made
certain modifications to the auction process, as reflected in Amendment No. 1,
including the addition of a  minimum bid price, intended to give further
clarity to bidders.

2.         In your next amendment,
please include a table of contents.  Refer to Item 502(a) of Regulation S-K.

Response to Comment 2:

            A table of contents has been added to Amendment
No. 1.

3.         Please confirm that you are current with
payments of the preferred dividends.

Response to Comment 3:

            The Company is current with its payments of the
preferred dividends.

Prospectus Cover Page

4.         Please revise the cover page
of your prospectus to identify the underwriters.  If you are unable to name the
underwriters prior to acceleration of effectiveness of the registration
statement, please confirm that you will identify the underwriters in a
post-effective amendment filed prior to any distribution of the prospectus.
Also confirm that you will not use the prospectus before all outstanding blanks
in the "Underwriting" section have been filled in.

Response to Comment 4:

Mr. Michael F. Johnson

June
8, 2012

Page 3

            We will include the names of the underwriters in
a pre- or post-effective amendment to the registration statement that is filed
before the distribution of prospectuses to potential bidders in the auction. We
also confirm that all information other than information that may be omitted
pursuant to Rule 430A will be included in the prospectus prior to its
distribution to such potential bidders.

5.         Revise footnote (1) of the registration
statement to disclose the aggregate unpaid dividends and the amount per share
as of the latest practicable date.

Response to Comment 5:

Prior to the distribution of prospectuses to potential bidders in the auction,
we will ensure that footnote (1) of the registration statement is consistent
with similar disclosure of other issuers participating in the TARP auctions.

Summary

The Offering, page 2

6.         Revise under "Redemption" to
indicate if the company has the current intention to redeem the preferred in
the near future or before February 15, 2014.  In addition, disclose the amount
of additional capital the company will need under applicable TARP rules to be
in a position to request redemption.

Response to Comment 6:

            We intend to submit one or more bids for a
portion of the Preferred Shares in the auction, if we receive regulatory
approval to do so, provided that our aggregate purchase price would not exceed
$1,000,000.  In order for us to obtain approval from our applicable regulatory
authorities to redeem the Preferred Shares, we would expect that such
regulatory authorities would, among other things, require us to at least
satisfy our capital commitments to them after giving effect to the redemption
of the Preferred Shares so approved. As of the date hereof, we can redeem up to
$1,000,000 of the Preferred Shares without having to raise additional capital.
We have revised the disclosure in Amendment No. 1 accordingly.

7.         Revise under "Voting Rights" to
disclose how the nomination process will work in the event that two directors
are to be added.  In addition, disclose why you deferred dividend payments,
whether approval was sought to pay the deferred dividends, and, if applicable,
why authority was denied.  In addition, disclose the general conditions under
which dividends will be allowed.

Response to Comment 7:

Mr. Michael F. Johnson

June
8, 2012

Page 4

            The Certificate of Designations establishing the
terms of the Preferred Shares does not specify the manner in which the
nomination of directors would be conducted.  Section 5 of Article 3 of the
Company's bylaws provides that in addition to nominations by the Board of
Directors, shareholders may make director nominations.  Accordingly, such
nominations by the holder of the Preferred Shares would not be limited and,
therefore, a plurality of votes cast by the holder of the Preferred Shares would
determine the election of two nominated directors, subject to applicable law.
We have revised the section entitled “Voting Rights” accordingly.

            The Company has not deferred dividend payments
in the past and, therefore, we believe the second section of the comment is not
applicable to the Company.

8.         Revise to disclose whether or not the
company will bid in the offering.

Response to Comment 8:

            The requested disclosure on the Company's
intention to bid in the auction has been added to Amendment No. 1.

Exhibits and Financial Statement Schedules, page II-2

9.         We note asterisks after the description of
certain exhibits, but you provide no explanation for the asterisks and their
purpose is unclear.  Please advise.

Response to Comment 9:

            The asterisks indicate each document that
represents a management contract or compensatory plan or arrangement.  The
legend for the asterisks has been added to page II-2 of Amendment No. 1 to
explain the purpose for the asterisks.

Comment Letter dated May 31, 2012

Prospectus Cover Page:

1.         Once you have named your underwriter(s),
please provide a brief description of the underwriting arrangements. For
example, describe whether the underwriters may be required to purchase any
specific number or dollar amount of securities in certain circumstances. Refer
to Item 501(b)(8) of Regulation S-K.

Response to Comment 1:

Mr. Michael F. Johnson

June
8, 2012

Page 5

            Once we have named all of the underwriter(s), we
will provide a brief description of the underwriting arrangements including
whether the underwriters may be required to purchase any specific number or
dollar amount of securities in certain circumstances.

Summary

The Offering, page 2

2.         Please revise your summary to provide a
comparison of your earnings to fixed charges.

Response to Comment 2:

            A table reflecting our ratios of earnings to
combined fixed charges and preferred stock dividends has been added to page 25
of Amendment No. 1.

3.         If you intend to bid in the offering,
please revise your summary to disclose the current capital ratios, for the
company and the bank, and your anticipated capital ratios assuming the company
is a successful bidder.

Response to Comment 3:

We are seeking regulatory approval
to bid for a portion of the Preferred Shares in the auction. Therefore, the
summary section in Amendment No. 1 has been revised to disclose current capital
ratios for the bank and the company and our anticipated capital ratios if we are
a successful bidder for the Preferred Shares we seek to redeem.

The Company acknowledges 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.

If you have any
questions or comments related to our responses, please contact me at (864)
250-2207 or John.Jennings@nelsonmullins.com.  Please copy Michael D.
Dowling, Chief Financial Officer of the Company, at mdowling@southernfirst.com
on any written comments regarding our responses.

Mr. Michael F. Johnson

June
8, 2012

Page 6

                                                                Sincerely,

 /s/ John M.
Jennings

                                                                Nelson Mullins
Riley & Scarborough LLP

cc:        R. Arthur Seaver, Jr., Chief Executive Officer,
Southern First Bancshares, Inc.

Michael D. Dowling, Chief Financial
Officer, Southern First Bancshares, Inc.

May 31, 2012
 Via E-mail

Mr. R. Arthur Seaver, Jr. Chief Executive Officer Southern First Bancshares, Inc. 100 Verdae Blvd., Suite 100 Greenville, SC 29607
Re: Southern First Bancshares, Inc.
Registration Statement on Form S-1 Filed May 7, 2012 Supplemental Comments
  File No. 333-181198

Dear Mr. Seaver:

We have reviewed your registration statement and have the following additional
comments.  We have limited our review to those i ssues we have addressed in our comments.  In
some of our comments, we may ask you to provi de 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.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Prospectus Cover Page

1. Once you have named your underwriter(s), plea se provide a brief description of the
underwriting arrangements.  For example, describe whether the underwriters may be
required to purchase any speci fic number or dollar amount of securities in certain
circumstances.  Refer to Item  501(b)(8) of Regulation S-K.
 Summary

 The Offering, page 2

 2. Please revise your summary to provide a comp arison of your earnings to fixed charges.

Mr. R. Arthur Seaver, Jr. Southern First Bancshares, Inc. May 31, 2012 Page 2

 3. If you intend to bid in the offering, please re vise your summary to disclose the current
capital ratios, for the company and the bank, and your anticipated capital ratios assuming
the company is a successful bidder.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 If you have questions or comme nts please contact Michael F.  Johnson, Staff Attorney, at
(202) 551-3477.  If you require further assist ance, you may contact me at (202) 551-3434.

Sincerely,
   /s/ Michael R. Clampitt
Michael R. Clampitt Senior Counsel

May 14, 2012
 Via E-mail

Mr. R. Arthur Seaver, Jr. Chief Executive Officer Southern First Bancshares, Inc. 100 Verdae Blvd., Suite 100 Greenville, SC 29607
Re: Southern First Bancshares, Inc.
Registration Statement on Form S-1 Filed May 7, 2012
  File No. 333-181198

Dear Mr. Seaver:

We have limited our review of your filing 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.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. We note the public offering price of the Pref erred Shares will be determined by an
auction process.  We also note the clearing pr ice will be equal to the highest price in the
auction for which the quantity of all bids at  or above such price equals the number of
Preferred Shares that Treasury elects to sell .  This appears to provide a great deal of
discretion to the selling share holder and little certainty to bidders participating in the
auction.  It is unclear how th is process provides a formula that bidders can rely on in
placing their bids.  Please explain how the bidders will have  certainty as to the manner in
which the offering price will be determined.
2. In your next amendment, please include a tabl e of contents.  Refer to Item 502(a) of
Regulation S-K.
3. Please confirm that you are current with payments of the preferred dividends.

Mr. R. Arthur Seaver, Jr. Southern First Bancshares, Inc. May 14, 2012 Page 2

Prospectus Cover Page

4. Please revise the cover page of your prospect us to identify the underwriters.  If you are
unable to name the underwriters prior to acceleration of eff ectiveness of the registration
statement, please confirm that you will iden tify the underwriters in a post-effective
amendment filed prior to any distribution of the prospectus.  Also confirm that you will
not use the prospectus before all outstanding blanks in the “Underw riting” section have
been filled in.
5. Revise footnote (1) of the registration st atement to disclose the aggregate unpaid
dividends and the amount per share as  of the latest practicable date.
 Summary

 The Offering, page 2

 6. Revise under “Redemption” to indicate if the company has the cu rrent intention to
redeem the preferred in the near future or before February 15, 2014.  In addition, disclose
the amount of additional capital the company will need under applicable TARP rules to
be in a position to request redemption.
 7. Revise under “Voting Rights” to disclose how  the nomination process will work in the
event that two directors are to be added.  In addition, disclose why you deferred dividend
payments, whether approval was sought to pa y the deferred dividends, and, if applicable,
why authority was denied.  In addition, di sclose the general conditions under which
dividends will be allowed.
 8. Revise to disclose whether or not the company will bid in the offering.
 Exhibits and Financial Statement Schedules, page II-2

 9. We note asterisks after the description of cer tain exhibits, but you provide no explanation
for the asterisks and their purpose is unclear.  Please advise.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 pr ovide a written statement from the company
acknowledging that:

Mr. R. Arthur Seaver, Jr. Southern First Bancshares, Inc. May 14, 2012 Page 3

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 If you have questions or comme nts please contact Michael F.  Johnson, Staff Attorney, at
(202) 551-3477.  If you require further assist ance, you may contact me at (202) 551-3434.

Sincerely,
   /s/ Michael R. Clampitt
Michael R. Clampitt Senior Counsel

December 1, 2010
 R. Arthur Seaver, Jr. Chief Executive Officer Southern First Bancshares, Inc. 100 Verdae Boulevard, Suite 100
Greenville, South Carolina 29606

Re: Southern First Bancshares, 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. 000-27719

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

John P. Nolan Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

                                                                                                                                                                                                                                         Southern First
Bancshares, Inc.

                                                                                                                                                                                                      100 Verdae Boulevard

                                                                                                                                                                                                                                                                    Greenville,
SC 29607

August 6, 2010

VIA EDGAR
CORRESPONDENCE

Mr. Amit Pande

Accounting
Branch Chief

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

          Re:      Southern
First Bancshares, Inc.

                      File
No. 000-27719

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

                      Form
10-Q for the quarterly period ended March 31, 2010

Dear Mr.
Pande:

This
letter responds to your letter dated July 23, 2010 to Southern First
Bancshares, Inc. (the “Company”). For your convenience, we have reprinted the
Staff’s numbered comments below followed by the Company’s responses. Per our
conversation with Mr. Ben Phippen, we have included responses as of the most
recent period available, which is June 30, 2010.  In addition, corresponding
language reflecting the responses below will be included in the Company’s Form
10-Q for the period ended June 30, 2010, which will be filed with the SEC no
later than next week.

Form 10-Q for
the quarterly period ended March 31, 2010

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

Investments,
page 22

1.      Please provide us with, and revise future filings to include,
a table similar to that provided on page 62 of your December 31, 2009 Form 10-K
detailing the amortized cost, gross unrealized gains, gross unrealized losses
and fair value for each category of investments for which other than temporary
impairments have not been recognized in earnings (including investments for
which a portion of an other-than-temporary has been recognized in other
comprehensive income). Also provide us with, and revise future filings to
include, a table similar to that provided on page 63 of your December 31, 2009
Form l0-K detailing the information requested in the preceding sentence
segregated by those investments that have been in a continuous uurea1ized loss
position for less than 12 months and those that have been in a continuous
uurea1ized loss position for 12 months or longer. Refer to ASC 320-1 0-50-6a
and ASC 320-10-50-7 in preparing your response and note that this disclosure is
required in all annual and quarterly filings.

Response:
The amortized costs and fair value of investment securities
available for sale and held to maturity are as follows (dollars in thousands):

	June 30, 2010

	Amortized

	Gross Unrealized

	Fair

	Cost

	Gains

	Losses

	Value

	Available for
  sale

	Government
  sponsored enterprises

	 $

	4,500

	 $

	-

	 $

	2

	 $

	4,498

	State and
  political subdivisions

	7,992

	93

	10

	8,075

	12,492

	93

	12

	12,573

	Mortgage-backed
  securities

	FHLMC

	24,660

	289

	45

	24,904

	FNMA

	39,730

	644

	-

	40,374

	GNMA

	1,183

	90

	-

	1,273

	Collateralized
  mortgage obligations

	6,427

	-

	350

	6,077

	72,000

	1,023

	395

	72,628

	Total

	$

	84,492

	$

	1,116

	$

	407

	$

	85,201

	Held to
  maturity

	Mortgage-backed
  securities

	FNMA

	 $

	120

	 $

	5

	 $

	-

	 $

	125

The table below
summarizes gross unrealized losses on investment securities and the fair market
value of the related securities, aggregated by investment category and length
of time that individual securities have been in a continuous unrealized loss
position, at June 30, 2010 (dollars in thousands).

	Less than 12 months

	12 months or longer

	Total

	Fair

	Unrealized

	Fair

	Unrealized

	Fair

	Unrealized

	#

	value

	losses

	#

	value

	losses

	#

	value

	losses

	As of June 30,
  2010

	Available for
  sale

	Government
  sponsored enterprises

	1

	$

	4,498

	$

	2

	-

	$

	-

	$

	-

	1

	$

	4,498

	$

	2

	State and
  political subdivision

	3

	2,111

	10

	-

	-

	-

	3

	2,111

	10

	Mortgage-backed

	FHLMC

	2

	4,477

	45

	-

	-

	-

	2

	4,477

	45

	Collateral
  mortgage obligations

	-

	-

	-

	1

	2,890

	350

	1

	2,890

	350

	6

	$

	11,086

	$

	57

	1

	$

	2,890

	$

	350

	7

	$

	13,976

	$

	407

2.       As a related matter, please refer to ASC 320-10-50-6b to
provide us with, and revise future filings to include, an enhanced discussion
of your private label collateralized mortgage obligations that are in a
continuous loss position. Your response and the revised disclosure in future
filings should provide sufficient information to allow financial statement
users to understand the quantitative disclosures and the information that you
considered (both positive and negative) in reaching the conclusion that the
impairments are not other-than-temporary. For example, please consider
disclosing additional information to describe the characteristics of the
underlying collateral (e.g., types of mortgages, vintage, geographic
concentrations, average FICO scores, etc), performance indicators of the
underlying assets (e.g., quantification of default rates, relevant delinquency
and foreclosure statistics and trends, etc), quantification of excess
collateral, changes in credit ratings, and quantification of any changes in the
major components of your internal cash flow model that occurred during the
periods presented.

2

Response:
The primary risk in conforming mortgage backed securities is
prepayment risk.  Credit risk is assumed by the government sponsored
enterprises.  In collateralized non-agency mortgage obligations, credit risk is
prominent.  Credit risk, arising from borrower default, is especially difficult
to quantify given the market’s lack of clarity on future home prices as well as
the impact of loan attributes.  Credit risk is of paramount concern to
investors that own collateralized mortgage obligations (“CMOs”).

At June 30,
2010, we held two CMOs with a book value of $6.4 million, one of which was in
an unrealized loss position at June 30, 2010. The Company evaluates these
securities quarterly based on the methodology outlined below and based on this
evaluation, believes that it will receive all of the principal and interest in
accordance with the original contractual terms of the securities. Also, since the
company has no intent to sell securities with unrealized losses and it is not
more-likely-than-not that we will be required to sell these securities before
recovery of amortized cost, we have concluded that the securities are not
impaired on an other-than-temporary basis.

Evaluation
Methodology

The primary
cause of mortgage delinquency and foreclosure is attributable to the loss of
household income due to unemployment.  Therefore, the change in unemployment
rates is a predictor of the likelihood of mortgage loan delinquency and
foreclosures.  Prime mortgage borrowers, with secure or steady employment tend
to stay current on their mortgages, even if home prices drop significantly, as
in a period of severe home price depreciation.  Subprime borrowers, on the
other hand, who only marginally sustained their initial home purchase, are more
likely to become delinquent when home prices dropped precipitously.  There is
evidence to support the premise that increases in unemployment rates and home
price depreciation have a positive correlation with foreclosure rates.

In the non
agency MBS sector, FICO scores that measure the credit worthiness of the
mortgage borrower are a good indicator of future mortgage delinquency and
foreclosure rates. In addition, the level of documentation that was obtained at
the time the loan was originated is also a strong indicator of future loan
performance. Loans that have limited or reduced documentation have proven to
result in higher delinquency and foreclosures. An additional indicator of the
likelihood of delinquency and foreclosures is the occupancy type.  Generally
speaking, loans on owner occupied properties tend to be less likely to default
than loans on vacation or investment properties. Listed below is various
historical data related to our two private label CMOs.

 CMO-
A                                CMO-B

Book value on
6-30-2010 (in thousands)                       $3,187                                   $3,240

Year of
origination                                                              2006                                       2006

Original credit
rating                                                            Aaa,AAA                              Aaa,AAA

Current credit
rating                                                            Ba1,BBB-                             Caa1,CC

Original credit
support                                                        15.62                                      13.48

Current credit
support                                                         13.88
7.48

Current coverage
ratio                                                          1.8
.6

Percentage of
loans 60+ delinquent                                 22.8%                                    38.3%

Severity loss
rate - 12 months                                           53%                                        48%

Constant
prepayment rate:

      3 months                                                                         14.7%                                    21.5%

      6 months                                                                         13.4                                        15.5

    12 months                                                                         14.1                                        14.8

Weighted
average:

     Coupon                                                                            6.24%                                    6.14%

     Months
remaining                                                          309                                         307

     Loan size                                                                          $301,000                               $510,000

Current loan to value                                                      79%                                        72%

FICO scores:

   Original                                                                               736                                         716

   Current                                                                               734                                         713

Current
percentage of limited documents                       38%                                        63%

Current
percentage – owner occupied                             89%                                        81%

Geographic
concentration:

                Highest
percentage                                             GA 77.9%                             CA
45.6%

                Second
highest percentage                                FL  15.8%                             NY
17.3%

3

Our private
label non-agency securities CMOs were priced based on Bloomberg Default model
due to market illiquidity.  We noted that this market has had little, if any,
new issuance since the credit crisis began.  The company determined that most
sales are forced and do not reflect the true economic value of these
securities.  The Bloomberg default model is comprised of five sub-models:

		•       Prepayment
models

		•       Foreclosure
models

		•       Liquidity
models

		•       Loss
severity models

		•       60+
Delinquency rate models

The prepayment
and foreclosure models consider loan level inputs including loan to value, loan
size, FICO score, loan purpose, loan type, property type, loan documentation,
state of origin, and weighted average coupon.  In addition, the model includes
macro-economic inputs such as interest rate, mortgage rates, home price appreciation
and unemployment rates based on the various metropolitan areas.  Regression
analysis including logistical and survival analysis are used for model
development.

The liquidation
model projections are derived from net foreclosure rates and the transition
matrices.  The liquidation rates are calculated separately according to
judicial and non-judicial states.

The loss
severity models are calculated based on each loan characteristics and other
macro-economic inputs such as:

		•       Original
loan to value

		•       Cumulative
home price appreciation

		•       Liquidation
markdown

		•       Back
interest owed

		•       Property
tax owed

		•       Broker
and lawyer fees

Although, the
individual loan level data was utilized as of June 30, 2010, the home price
appreciation assumptions and the future unemployment rate assumptions were as
of December 1, 2009.  The current home price appreciation assumptions are as
follows:

		•       Continue
to decline at an annual rate of 10% till December of 2009

		•       Stays
at 0% for two years

		•       Increases
at an annual rate of 5% for two years

		•       Increases
at an annual rate of 3% for the remaining periods

The unemployment
rate assumptions are as follows:

		•       Continues
to rise to 10.5% till January of 2010

		•       Stay
at 10.5% for 3 months

		•       Declines
to 5.8% over the next 5 years

		•       Continue
at 5.8% for the remaining periods

Based on the
independent calculations and assumptions, management currently anticipates
receiving all of the outstanding principal and the related interest for each
security. Management has  reviewed the independent assumptions utilized, compared
them to current actual results and  believes that they are reasonable.  However,
there is no precise method to predict if credit losses in the future periods
will exceed our current predictions.  If actual results significantly vary from
the assumptions noted above, we may be required to recognize losses that are
later deemed to not be only temporary in nature.  The valuation change has been
recorded as a change in the unrealized gain/loss recognized in other
comprehensive income.

4

3.      We note your disclosure that you have the ability and intent
to hold all securities within the portfolio until they mature or until the
value recovers and therefore you do not consider these investments to be
other-than-temporarily impaired at March 31, 2010. In future filings, please
revise this language to be consistent with ASC 320-10-35-33, which clarified
the interaction of factors that should be considered when determining whether a
debt security is other-than-temporarily impaired from an assertion of intent
and ability to hold a security for a period of time sufficient to allow for an
anticipated recovery in fair value to an assessment of whether (a) one has the
intent to sell the security, or (b) it is more likely than not that one will be
required to sell the security prior to its anticipated recovery.

Response:
On June 30, 2010, the Company had 6 individual investments
that were in an unrealized loss position.  The unrealized losses were primarily
attributable to changes in interest rates, rather than deterioration in credit
quality.  The majority of these securities are government or agency securities
and, therefore, pose minimal credit risk.  The company considers the length of
time and extent to which the fair value of AFS debt securities have been less
than cost to conclude that such securities were not other-than-temporarily
impaired. We also consider other factors such as the

July 23, 2010

James M. Austin, III Chief Financial Officer Southern First Bancshares, Inc. 100 Verdae Boulevard, Suite 100 Greenville, South Carolina 29606
Re: Southern First Bancshares, Inc.
Form 10-K for the fiscal year ended December 31, 2009 Form 10-Q for the quarterly  period ended March 31, 2010
  File No. 000-27719

Dear Mr. Austin:
 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-Q for the quarterly period ended March 31, 2010

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Investments, page 22

1. Please provide us with, and revise future filings to include, a table similar to that provided on page 62 of your December 31, 2009 Form 10-K detailing the amortized cost, gross unrealized gains, gross unrealized losses a nd fair value for each category of investments for which other
than temporary impairments have not been reco gnized in earnings (inc luding investments for
which a portion of an other-than-temporary has been recognized in other comprehensive income).  Also provide us with, and revise futu re filings to include, a table similar to that
provided on page 63 of your December 31, 2009 Form 10-K detailing the information
requested in the preceding sentence segregated  by those investments that have been in a
continuous unrealized loss position for less than 12 months and those that have been in a
continuous unrealized loss position for 12 months  or longer.  Refer to ASC 320-10-50-6a and

James M. Austin, III
Chief Financial Officer Southern First Bancshares, Inc.
July 23, 2010 Page 2

ASC 320-10-50-7 in preparing your response and note that this disc losure is required in all
annual and quarterly filings.
 2. As a related matter, please refer to ASC 320-10- 50-6b to provide us with, and revise future
filings to include, an enhanced discussion of  your private label collateralized mortgage
obligations that are in a conti nuous loss position.  Your  response and the revised disclosure in
future filings should provide sufficient information to allow financial statement users to understand the quantitative disclosures and th e information that you considered (both
positive and negative) in reaching the conclusion that the impairments are not other-than-temporary.  For example, please consider disclosing additional information to describe the characteristics of the underlying collateral (e .g., types of mortgages, vintage, geographic
concentrations, average FICO scores, etc), performance indicators of the underlying assets
(e.g., quantification of default rates, relevant  delinquency and foreclosure statistics and
trends, etc), quantification of excess collateral, changes in credit ratings, and quantification of
any changes in the major components of your internal cash flow model that occurred during the periods presented.
 3. We note your disclosure that you have the ability and intent to hold all securities within the
portfolio until they mature or  until the value recovers and th erefore you do not consider these
investments to be other-than-temporarily impa ired at March 31, 2010.  In future filings,
please revise this language to be consiste nt with ASC 320-10-35- 33, which clarified the
interaction of factors that shoul d be considered when determini ng whether a debt security is
other-than-temporarily impaired from an assertion of intent and ability to hold a security for a
period of time sufficient to allow for an anticipate d recovery in fair valu e to an assessment of
whether (a) one has the intent to sell the security , or (b) it is more likely than not that one will
be required to sell the security pr ior to its anticipated recovery.
 Loans, page 24

 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 loans at or near ma turity at the existing loan rate due to the
existence of a guarantee, tell us how you consider whether it is a troubled debt
restructuring;

James M. Austin, III
Chief Financial Officer Southern First Bancshares, Inc.
July 23, 2010 Page 3

• 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 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 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.
 Provision and Allowance for Loan Losses, page 25

 5. We note your disclosure on pages 9 and 26 de scribing your methodology for measuring loans
for impairment (e.g., using collateral value, mark et value of similar de bt, enterprise value,
liquidation value and discounted cash flows) and that you had approximately $4.4 million of impaired loans with a specific allowance of  $1.4 million and $8.0 million of impaired loans
without a specific allowance at March 31, 2010.  We also note your disclosure page 10 that all impaired loans were classified as level 2 due to fair value being determined based on an
observable market price or a curr ent appraised value.  As it relates to these loans, please
provide us with the following information as of March 31, 2010 and revise your future filings
accordingly:

• The amount of loans measured using each of the methodologies disclosed (i.e., collateral
value, market value of similar debt, enterp rise value, liquidation value and discounted
cash flows);

• 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 of the appraisal process,
how often you obtain updated appraisals for your collateral and in the event you use automated valuation methodologies, procedures  you perform to valida te the results of
these valuation methodologies in  the event they are not base d on current appraisal data;

• How you define “current” appraisal;

James M. Austin, III
Chief Financial Officer Southern First Bancshares, Inc.
July 23, 2010 Page 4

• 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 a nd 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,
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.
              We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

James M. Austin, III
Chief Financial Officer Southern First Bancshares, Inc.  July 23, 2010 Page 5

            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, Staff Accountant at (202) 551-3697 or me at (202)
551-3423 with any other questions.
Sincerely,

Amit Pande Accounting Branch Chief