SecProbe.io

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 Shore Bancshares, Inc.

 18 E. Dover Street

 Easton, Maryland 21601

 January 12, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, NE

 Washington, DC, 20549

 Attn: Madeleine Mateo

 Re: Shore Bancshares, Inc.

 Acceleration Request

 Registration Statement on Form S-4

 File No. 333-292291

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, and in connection with the above-referenced Registration Statement
(the " Registration Statement "), Shore Bancshares, Inc., a Maryland corporation (the " Company "),
hereby respectfully requests that the U.S. Securities and Exchange Commission (the " Commission ") declare the Registration
Statement effective on January 14, 2026, at 12:00 p.m., Eastern Time, or as soon thereafter as practicable.

 The Company hereby authorizes
Kevin M. Houlihan of Holland & Knight LLP, attorney for the Company, to orally modify or withdraw this request for acceleration.

 Please provide a copy of the
Commission's order declaring the Registration Statement effective to Kevin M. Houlihan, Holland & Knight LLP, 800 17th Street
N.W., Suite 1100, Washington, DC 20006.

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

 Very truly yours,

 /s/ James M. Burke

 James M. Burke

 President and Chief Executive Officer

 cc:
 Aaron Kaslow

 (Shore Bancshares, Inc.)

 Kevin M. Houlihan

 (Holland & Knight LLP)

 William H. Levay

 (Holland & Knight LLP)

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 SHORE BANCSHARES, INC.

18 E. Dover Street

Easton, Maryland 21601

June 3, 2024

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Shore Bancshares, Inc.

Acceleration Request

Registration Statement on Form S-3

File No. 333-279456

Dear Sir/Madam:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), and in connection
with the above-referenced Registration Statement (the “Registration Statement”), Shore Bancshares, Inc., a Maryland
corporation (the “Company”), hereby requests that the U.S. Securities and Exchange Commission (the “Commission”)
declare the Registration Statement effective on Tuesday, June 4, 2024, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable.

The Company hereby authorizes
Kevin Houlihan and William Levay, of Holland & Knight LLP, attorneys for the Company, to orally modify or withdraw this request for
acceleration.

Please provide a copy of the
Commission’s order declaring the Registration Statement effective to Kevin Houlihan or William Levay, Holland & Knight LLP,
800 17th Street, NW, Suite 1100, Washington, D.C. 20006.

If you have any questions
regarding this request, please telephone Kevin Houlihan or William Levay at (202) 955-3000 at the law firm of Holland & Knight LLP.

    Very truly yours,

    /s/ Todd L. Capitani

    Todd L. Capitani

    Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
May 29, 2024
Todd Capitani
Chief Financial Officer
Shore Bancshares, Inc.
18 E. Dover Street
Easton, MD 21601
Re:Shore Bancshares, Inc.
Registration Statement on Form S-3
Filed May 16, 2024
File No. 333-279456
Dear Todd Capitani:
            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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SHORE BANCSHARES, INC.

18 E. Dover Street

Easton, Maryland 21601

May 4, 2023

U.S. Securities and Exchange Commission

100
F Street, NE

Washington,
DC, 20549

Re:           Shore Bancshares, Inc.

Acceleration Request

Registration Statement on Form S-4/A

File
No. 333-271273

Dear Sir/Madam:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities
Act”), and in connection with the above-referenced Registration Statement (the “Registration Statement”),
Shore Bancshares, Inc., a Maryland corporation (the “Company”), hereby respectfully requests that the U.S. Securities
and Exchange Commission (the “Commission”) declare the Registration Statement effective on Monday, May 8, 2023,
at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

The Company hereby authorizes
William Levay, of Holland & Knight LLP, attorney for the Company, to orally modify or withdraw this request for acceleration.

Please
provide a copy of the Commission’s order declaring the Registration Statement effective to William Levay, Holland &
Knight LLP, 800 17th Street N.W., Suite 1100, Washington, DC 20006.

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

    Very truly yours,

    /s/ Lloyd L. Beatty, Jr.

    Lloyd L. Beatty, Jr.

    President and Chief Executive Officer

United States securities and exchange commission logo
April 19, 2023
Lloyd Beatty, Jr.
President and Chief Executive Officer
Shore Bancshares, Inc.
18 E. Dover Street
Easton, MD 21601
Re:Shore Bancshares, Inc.
Registration Statement on Form S-4
Filed April 14, 2023
File No. 333-271273
Dear Lloyd Beatty:
            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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SHORE BANCSHARES, INC.

18 E. Dover Street

Easton, Maryland 21601

September 10, 2021

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC, 20549

Re:         Shore
Bancshares, Inc.

Acceleration Request

Registration Statement on Form S-4/A

File No. 333-259089

Dear Sir/Madam:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), and in connection
with the above-referenced Registration Statement (the “Registration Statement”), Shore Bancshares, Inc., a Maryland
corporation (the “Company”), hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”)
declare the Registration Statement effective on Tuesday, September 14, 2021, at 12:00 p.m., Eastern Time, or as soon thereafter as practicable.

The Company hereby authorizes
William Levay, of Holland & Knight LLP, attorney for the Company, to orally modify or withdraw this request for acceleration.

Please provide a copy of the
Commission’s order declaring the Registration Statement effective to William Levay, Holland & Knight LLP, 800 17th Street N.W.,
Suite 1100, Washington, DC 20006.

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

    Very truly yours,

    /s/ Lloyd L. Beatty, Jr.

    Lloyd L. Beatty, Jr.

    President and Chief Executive Officer

    1

United States securities and exchange commission logo
August 31, 2021
Lloyd L. Beatty, Jr.
President and Chief Executive Officer
SHORE BANCSHARES INC
18 E. Dover Street
Easton, Maryland 21601
Re:SHORE BANCSHARES INC
Registration Statement on Form S-4
Filed August 26, 2021
File No. 333-259089
Dear Mr. Beatty:
            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

United States securities and exchange commission logo
October 29, 2020
Lloyd L. Beatty
Chief Executive Officer
Shore Bancshares, Inc.
18 E. Dover Street
Easton, MD 21601
Re:Shore Bancshares, Inc.
Registration Statement on Form S-4
Filed October 23, 2020
File No. 333-249635
Dear Mr. Beatty:
            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 Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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SHORE BANCSHARES, INC.

28969 Information Lane

Easton, Maryland 21601

September 10, 2018

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    Shore Bancshares, Inc.

    Acceleration Request

    Registration Statement on Form S-3

    File No. 333-225614

Dear Sir/Madam:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), and in connection with
the above-referenced Registration Statement (the “Registration Statement”), Shore Bancshares, Inc., a Maryland
corporation (the “Company”), hereby requests that the U.S. Securities and Exchange Commission (the “Commission”)
declare the Registration Statement effective on Wednesday, September 12, 2018, at 5:00 p.m., Eastern Time, or as soon thereafter
as practicable.

Please provide a copy of the Commission’s
order declaring the Registration Statement effective to Kevin Houlihan or Shawn Turner, Holland & Knight LLP, 800 17th
Street, NW, Suite 1100, Washington, D.C. 20006.

The Company hereby confirms
that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended, with respect
to the registration of securities specified in the Registration Statement. Further, 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 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 regarding this
request, please telephone Kevin Houlihan or Shawn Turner at (202) 955-3000 at the law firm of Holland & Knight LLP.

    Very truly yours,

    /s/ Lloyd L. Beatty, Jr.

    Lloyd L. Beatty, Jr.

    President and Chief Executive Officer

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SHORE BANCSHARES, INC.

28969 Information Lane

Easton, Maryland 21601

August 15, 2018

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Shore Bancshares, Inc.

Acceleration Request

Registration Statement on Form S-3

File No. 333-225614

Dear Sir/Madam:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), and in connection with
the above-referenced Registration Statement (the “Registration Statement”), Shore Bancshares, Inc., a Maryland
corporation (the “Company”), hereby requests that the U.S. Securities and Exchange Commission (the “Commission”)
declare the Registration Statement effective on Friday, August 17, 2018, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable.

Please provide a copy of the Commission’s
order declaring the Registration Statement effective to Kevin Houlihan or Shawn Turner, Holland & Knight LLP, 800 17th
Street, NW, Suite 1100, Washington, D.C. 20006.

The Company hereby confirms
that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended, with respect
to the registration of securities specified in the Registration Statement. Further, 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 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 regarding this
request, please telephone Kevin Houlihan or Shawn Turner at (202) 955-3000 at the law firm of Holland & Knight LLP.

Very truly yours,

/s/ Lloyd L. Beatty, Jr.

Lloyd L. Beatty, Jr.

President and Chief Executive Officer

Mail Stop 4720

June 22, 2018

Lloyd L. Beatty, Jr.
President and Chief Executive Officer
Shore Bancshares, Inc.
28969 Information Lane
Easton, MD 21601

Re: Shore Bancshares, Inc.
 Registration Statement on Form S -3
Filed June 14, 2018
 File No. 333 -225614

Dear Mr. Beatty :

This is to advise you that we have not reviewed and wi ll 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 , Staff Attorney,  at (202) 551 -3552 with any questions.

Sincerely,

/s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Philip O’Neil
Kevin Houlihan, Esq.

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SHORE BANCSHARES, INC.

28969 Information Lane

Easton, Maryland 21601

August 17, 2015

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Shore Bancshares, Inc.

Acceleration Request

Registration Statement on Form S-3

File No. 333-206110

Dear Sir/Madam:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), and
in connection with the above-referenced Registration Statement (the “Registration Statement”), Shore Bancshares,
Inc., a Maryland corporation (the “Company”), hereby requests that the U.S. Securities and Exchange Commission
(the “Commission”) declare the Registration Statement effective on Tuesday, August 18, 2015, at 5:00 p.m., Eastern
Time, or as soon thereafter as practicable.

Please provide a copy
of the Commission’s order declaring the Registration Statement effective to Kevin Houlihan, Holland & Knight LLP, 800
17th Street, NW, Suite 1100, Washington, D.C. 20006.

The Company hereby
confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended, with
respect to the registration of securities specified in the Registration Statement. Further, 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 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
regarding this request, please telephone Kevin Houlihan at (202) 469-5269 at the law firm of Holland & Knight LLP.

    Very truly yours,

    /s/ Lloyd L. Beatty, Jr.

    Lloyd L. Beatty, Jr.

    President and Chief Executive Officer

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SHORE BANCSHARES, INC.

28969 Information Lane

Easton, Maryland 21601

August 6, 2015

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Shore Bancshares, Inc.

Acceleration Request

Registration Statement on Form S-3

File No. 333-206110

Dear Sir/Madam:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), and
in connection with the above-referenced Registration Statement (the “Registration Statement”), Shore Bancshares,
Inc., a Maryland corporation (the “Company”), hereby requests that the U.S. Securities and Exchange Commission
(the “Commission”) declare the Registration Statement effective on Monday, August 10, 2015, at 9:00 a.m., Eastern
Time, or as soon thereafter as practicable.

Please provide a copy
of the Commission’s order declaring the Registration Statement effective to Kevin Houlihan, Holland & Knight LLP, 800
17th Street, NW, Suite 1100, Washington, D.C. 20006.

The Company hereby
confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended, with
respect to the registration of securities specified in the Registration Statement. Further, 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 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
regarding this request, please telephone Kevin Houlihan at (202) 469-5269 at the law firm of Holland & Knight LLP.

    Very truly yours,

    /s/ Lloyd L. Beatty, Jr.

    Lloyd L. Beatty, Jr.

    President and Chief Executive Officer

November 4 , 2014

Via E -mail
George S. Rapp
Chief Financial Officer
Shore Bancshares, Inc.
28969 Information Lane
Easton, Maryland 21601

Re: Shore Bancshares , Inc.
 Form 10 -K for the fiscal year ended December 31, 201 3
 Filed March 20, 2014
File No. 00 0-22345

Dear Mr. Rapp :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Amit Pande

 Amit Pande
Accounting Branch Chief

CORRESP
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800 17th Street, NW, Suite 1100 | Washington, DC 20006 | T 202.955.3000
| F 202.955.5564

Holland & Knight LLP | www.hklaw.com

Kevin M. Houlihan

(202) 469-5269

kevin.houlihan@hklaw.com

October 14, 2014

Via EDGAR

Mr. Todd K. Schiffman

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

    Re:
    Shore Bancshares, Inc. Form 10-K for the fiscal year ended December 31, 2013 Filed March 20, 2014 (File No. 000-22345)

On behalf of Shore Bancshares, Inc. (the “Company”),
this letter responds to comments made by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in the Staff’s letter, dated September 29, 2014 (the “Comment Letter”), regarding the Company’s Form 10-K
for the fiscal year ended December 31, 2013 that the Company filed with the Commission on March 20, 2014 (the “Form 10-K”).

Set forth below are the Company’s responses to the Staff’s
comments provided in the Comment Letter. For your convenience, the numbered paragraphs of this letter correspond to the numbered
paragraphs of the Comment Letter. To assist your review, we have retyped the text of the Staff’s comments in bold text below.

Form 10-K for the fiscal year ended December 31, 2013

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies –
Loans, page 56

    1.
    Please provide us with and revise future filings to include the following as it relates to your troubled debt restructurings (TDRs):

    ·
    A description of how you identify loans to be restructured;

Anchorage | Atlanta | Austin | Boston | Chicago | Dallas | Fort
Lauderdale | Jacksonville | Lakeland | Los Angeles | Miami | New York Northern Virginia | Orlando | Portland | San Francisco |
Tallahassee | Tampa | Washington, D.C. | West Palm Beach

Mr. Todd K. Schiffman

October 14, 2014

Page 2

RESPONSE:

Past due, transitional, special mention and adversely classified
loans are monitored on a regular basis. Loans are identified to be restructured when signs of impairment arise such as borrower
interest rate reduction request, slowness to pay, or when an inability to repay becomes evident. The terms being offered are evaluated
to determine if they are more liberal than those that would be indicated by policy or industry standards for similar, untroubled
credits. In those situations where the terms or the interest rates are considered to be more favorable than industry standards
or the current underwriting guidelines of the Company’s banking subsidiaries, the loan is classified as a TDR.

    ·
    The total amount of loans classified as TDRs at each period end separately identifying, by loan type, both those on accrual and non-accrual status, as well as any associated charge-offs during the period and any valuation allowance at period end;

Mr. Todd K. Schiffman

October 14, 2014

Page 3

RESPONSE:

The following table is provided in response this comment.

Shore Bancshares, Inc.

TDR Analysis

(Dollars in Thousands)

    12/31/2012
    New
    Disbursements

    Transfers
    9/30/2013

    12/31/2013
    Related

    Loan Type
    TDR Balance
    TDRs
    (Payments)
    Charge Offs
    in/(out)*
    Loan Sale
    Payoffs
    TDR Balance
    Allowance

    For the year ended December 31, 2013

    Accruing TDRs

    Construction
    $ 27,335
    $ 95
    $ 228
    $ (13,557 )
    $ (3,521 )
    $ (7,908 )
    $ (1,052 )
    $ 1,620
    $ 1

    Residential Real Estate
      7,017
      10,433
      (86 )
      (632 )
      (1,755 )
      (395 )

      14,582
      60

    Commercial Real Estate
      17,880
      1,738
      (39 )
      (2,108 )
      (410 )
      (7,162 )
      (108 )
      9,791
      6

    Commercial
      121
      -
      (26 )
      -
      -
      -
      -
      95
      -

    Consumer
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Total
    $ 52,353
    $ 12,266
    $ 77
    $ (16,297 )
    $ (5,686 )
    $ (15,465 )
    $ (1,160 )
    $ 26,088
    $ 67

    Nonaccrual TDRs

    Construction
    $ 1,448
    $ -
    $ (64 )
    $ (639 )
    $ 3,521
    $ (57 )
    $ (648 )
    $ 3,561
    $ 3

    Residential Real Estate
      2,169
      258
      (90 )
      (1,253 )
      1,755
      (759 )
      (196 )
      1,884
      66

    Commercial Real Estate
      2,970
      -
      (276 )
      (866 )
      410
      -
      (1,522 )
      716
      38

    Commercial
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Consumer
      27
      -
      (1 )
      -
      -
      -
      -
      26
      -

    Total
    $ 6,614
    $ 258
    $ (431 )
    $ (2,758 )
    $ 5,686
    $ (816 )
    $ (2,366 )
    $ 6,187
    $ 107

    Total TDRs
    $ 58,967
    $ 12,524
    $ (354 )
    $ (19,055 )
    $ -
    $ (16,281 )
    $ (3,526 )
    $ 32,275
    $ 174

     12/31/2011
    New
    Disbursements

    Transfers
     9/30/2013

     12/31/2012
    Related

    Loan Type
    TDR Balance
    TDRs
    (Payments)
    Charge Offs
    in/(out)*
    Loan Sale
    Payoffs
    TDR Balance
    Allowance

    For the year ended December 31, 2012

    Accruing TDRs

    Construction
    $ 11,781
    $ 16,378
    $ 13
    $ (171 )
    $ (666 )
    $ -
    $ -
    $ 27,335
    $ -

    Residential Real Estate
      3,792
      4,769
      (59 )
      (53 )
      (1,025 )
      -
      (407 )
      7,017
      -

    Commercial Real Estate
      9,566
      10,456
      (16 )
      (84 )
      (471 )
      -
      (1,571 )
      17,880
      -

    Commercial
      69
      60
      (8 )
      -
      -
      -
      -
      121
      -

    Consumer
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Total
    $ 25,208
    $ 31,663
    $ (70 )
    $ (308 )
    $ (2,162 )
    $ -
    $ (1,978 )
    $ 52,353
    $ -

    Nonaccrual TDRs

    Construction
    $ 758
    $ 919
    $ 5
    $ (900 )
    $ 666
    $ -
    $ -
    $ 1,448
    $ -

    Residential Real Estate
      6,567
      1,499
      (28 )
      (2,428 )
      1,025
      -
      (4,466 )
      2,169
      -

    Commercial Real Estate
      4,609
      385
      (121 )
      (1,145 )
      471
      -
      (1,229 )
      2,970
      -

    Commercial
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Consumer
      -
      28
      (1 )
      -
      -
      -
      -
      27
      -

    Total
    $ 11,934
    $ 2,831
    $ (145 )
    $ (4,473 )
    $ 2,162
    $ -
    $ (5,695 )
    $ 6,614
    $ -

    Total TDRs
    $ 37,142
    $ 34,494
    $ (215 )
    $ (4,781 )
    $ -
    $ -
    $ (7,673 )
    $ 58,967
    $ -

*All transfers in/(out) were transfers from
accruing TDRs to nonaccruing TDRs. The TDR classification didn't change.

    ·
    For all TDRs that accrue interest at the time the loan is restructured, a description of how you determine that the loan has been restructured so as to be reasonably assured of repayment and performance according to the modified terms, and is supported by a current, well-documented credit assessment of the borrower's financial condition and prospects for repayment under the revised terms;

Mr. Todd K. Schiffman

October 14, 2014

Page 4

RESPONSE:

The Company requires a full and comprehensive review of the
borrower’s financial condition and capacity for repayment, realistic assessment of collateral values and the assessment of
risk entered into in any workout agreement. Current financial information on the borrower, guarantor, and underlying collateral
is analyzed to determine if it supports the ultimate collection of principal and interest. For commercial loans, the cash flows
are analyzed, both for the underlying project and globally. For consumer loans, updated salary, credit history and cash flow information
is obtained. Current market conditions are also considered. Following a full analysis, the determination of the appropriate loan
structure is made.

    ·
    A discussion of how you determine whether the borrower has demonstrated repayment performance with modified terms. Specifically disclose how many payments the borrower needs to make before returning a loan to accrual status; and

RESPONSE:

In instances where the loan has been placed on nonaccrual, six
consecutive months of timely payments are required prior to returning the loan to accrual status.

    ·
    A roll forward of your TDRs for each period presented that will allow for an understanding of the gross movements within these balances at period end, including asset sales such as that in the quarter ended September 30, 2013 or loans that are otherwise removed from TDR classification. To the extent that restructured loans are removed from TDR classification for reasons other than the aforementioned asset sale, please provide us with an analysis that supports your determination to remove these loans.

Mr. Todd K. Schiffman

October 14, 2014

Page 5

RESPONSE:

The following table is provided in response this comment.

Shore Bancshares, Inc.

TDR Analysis

(Dollars in Thousands)

    12/31/2012
    New
    Disbursements

    Transfers
    9/30/2013

    12/31/2013
    Related

    Loan Type
    TDR Balance
    TDRs
    (Payments)
    Charge Offs
    in/(out)*
    Loan Sale
    Payoffs
    TDR Balance
    Allowance

    For the year ended December 31, 2013

    Accruing TDRs

    Construction
    $ 27,335
    $ 95
    $ 228
    $ (13,557 )
    $ (3,521 )
    $ (7,908 )
    $ (1,052 )
    $ 1,620
    $ 1

    Residential Real Estate
      7,017
      10,433
      (86 )
      (632 )
      (1,755 )
      (395 )

      14,582
      60

    Commercial Real Estate
      17,880
      1,738
      (39 )
      (2,108 )
      (410 )
      (7,162 )
      (108 )
      9,791
      6

    Commercial
      121
      -
      (26 )
      -
      -
      -
      -
      95
      -

    Consumer
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Total
    $ 52,353
    $ 12,266
    $ 77
    $ (16,297 )
    $ (5,686 )
    $ (15,465 )
    $ (1,160 )
    $ 26,088
    $ 67

    Nonaccrual TDRs

    Construction
    $ 1,448
    $ -
    $ (64 )
    $ (639 )
    $ 3,521
    $ (57 )
    $ (648 )
    $ 3,561
    $ 3

    Residential Real Estate
      2,169
      258
      (90 )
      (1,253 )
      1,755
      (759 )
      (196 )
      1,884
      66

    Commercial Real Estate
      2,970
      -
      (276 )
      (866 )
      410
      -
      (1,522 )
      716
      38

    Commercial
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Consumer
      27
      -
      (1 )
      -
      -
      -
      -
      26
      -

    Total
    $ 6,614
    $ 258
    $ (431 )
    $ (2,758 )
    $ 5,686
    $ (816 )
    $ (2,366 )
    $ 6,187
    $ 107

    Total TDRs
    $ 58,967
    $ 12,524
    $ (354 )
    $ (19,055 )
    $ -
    $ (16,281 )
    $ (3,526 )
    $ 32,275
    $ 174

     12/31/2011
    New
    Disbursements

    Transfers
     9/30/2013

     12/31/2012
    Related

    Loan Type
    TDR Balance
    TDRs
    (Payments)
    Charge Offs
    in/(out)*
    Loan Sale
    Payoffs
    TDR Balance
    Allowance

    For the year ended December 31, 2012

    Accruing TDRs

    Construction
    $ 11,781
    $ 16,378
    $ 13
    $ (171 )
    $ (666 )
    $ -
    $ -
    $ 27,335
    $ -

    Residential Real Estate
      3,792
      4,769
      (59 )
      (53 )
      (1,025 )
      -
      (407 )
      7,017
      -

    Commercial Real Estate
      9,566
      10,456
      (16 )
      (84 )
      (471 )
      -
      (1,571 )
      17,880
      -

    Commercial
      69
      60
      (8 )
      -
      -
      -
      -
      121
      -

    Consumer
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Total
    $ 25,208
    $ 31,663
    $ (70 )
    $ (308 )
    $ (2,162 )
    $ -
    $ (1,978 )
    $ 52,353
    $ -

    Nonaccrual TDRs

    Construction
    $ 758
    $ 919
    $ 5
    $ (900 )
    $ 666
    $ -
    $ -
    $ 1,448
    $ -

    Residential Real Estate
      6,567
      1,499
      (28 )
      (2,428 )
      1,025
      -
      (4,466 )
      2,169
      -

    Commercial Real Estate
      4,609
      385
      (121 )
      (1,145 )
      471
      -
      (1,229 )
      2,970
      -

    Commercial
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Consumer
      -
      28
      (1 )
      -
      -
      -
      -
      27
      -

    Total
    $ 11,934
    $ 2,831
    $ (145 )
    $ (4,473 )
    $ 2,162
    $ -
    $ (5,695 )
    $ 6,614
    $ -

    Total TDRs
    $ 37,142
    $ 34,494
    $ (215 )
    $ (4,781 )
    $ -
    $ -
    $ (7,673 )
    $ 58,967
    $ -

*All transfers in/(out) were transfers from
accruing TDRs to nonaccruing TDRs. The TDR classification didn't change.

The foregoing responses will be included in future filings.

Mr. Todd K. Schiffman

October 14, 2014

Page 6

Note 14. Income Taxes, page 74

    2.
    We note your disclosure on page 75 there was no valuation allowance for deferred tax assets at December 31, 2013 and 2012 as management believes that it is more likely than not that all of the deferred tax assets will be realized because they were supported by the expected generation of a sufficient level of future taxable income from operations and tax planning strategies. We also note your disclosure on page 19 describing your understanding that the determination of whether or not a valuation allowance is necessary is difficult and requires judgment, particularly when there is significant negative evidence such as recurring net losses in prior periods and an accumulated deficit. Please provide us with a robust analysis detailing both the positive and negative evidence considered, and how each piece of evidence was weighted, to overcome the significant negative evidence, and in particular the fact that you were in a three year cumulative loss position of approximately $33.9 million at December 31, 2013, in determining that there was no valuation allowance necessary as of December 31, 2013.

RESPONSE:

The Company performed a detailed and deliberate analysis about
the future realization of all deferred tax assets (“DTA”) as of December 31, 2013. The following summarizes both the
qualitative and quantitative analysis performed by the Company:

While the Company reported GAAP losses of $897 thousand and
$1.7 million for the years ended December 31, 2011 and 2010, respectively, the Company had consolidated taxable income of $1.8
million and $5.8 million for the years ended December 31, 2011 and 2010, respectively. As of December 31, 2013, the Company had
only experienced two consecutive years of losses for tax reporting purposes.

Strategic decisions made by management during 2012 and 2013
had significant accounting implications that negatively affected near term operating results for both GAAP and income tax reporting
purposes. During 2013, the Company sold certain assets, comprised predominately of non-performing loans, during the third quarter
of 2013 (the “Asset Sale”). This resulted in a loss of approximately $20 million that was reflected through higher
provision for credit losses. The decision to enter into the Asset Sale was a strategic decision to reduce troubled assets and to
position the Company for a return to profitability in the immediate future. The positive effects of the Asset Sale were evidenced
by reported fourth quarter 2013 GAAP pre-tax earnings of $1.8 million. If the Asset Sale had not occurred in 2013, management believes
the Company would have reported pre-tax earnings of $3.7 million for the year ended December 31, 2013 but the ongoing negative
effects of the maintaining and managing the troubled and often non-performing assets would have continued to exert downward pressure
on earnings for future periods.

A

September 29, 2014

Via E -mail
George S. Rapp
Chief Financial Officer
Shore Bancshares, Inc.
28969 Information Lane
Easton, Maryland 21601

Re: Shore Bancshares , Inc.
 Form 10 -K for the fiscal year ended December 31, 201 3
 Filed March 20, 2014
File No. 00 0-22345

Dear Mr. Rapp :

We have reviewed your filing an d 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 let ter within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumst ances please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the fiscal year ended December 31, 2013
Consolidated Financial Statements
Notes to Co nsolidated Financial Statements
Note 1. Summary of Significant Accounting Policies – Loans, page 56

1. Please provide us with and revise future filings to include the following as it relates to your
troubled debt restructurings (TDRs):

 A description of h ow you identify loans to be restructured ;

 The total amount of loans classified as TDRs at each period end separately identifying ,
by loan type,  both those on accrual and non -accrual status , as well as any associated
charge -offs during the period and any valu ation allowance at period end;

George S. Rapp
Shore Bancshares, Inc.
September 29, 201 4
Page 2

  For all TDRs that accrue interest at the time the loan is restructured, a description of how
you determine that the loan has been restructured so as to be reasonably assured of
repayment and performance according to the modi fied terms , and is supported by a
current, well -documented credit assessment of the borrower’s financial condition and
prospects for repayment under the revised terms ;

 A discussion of h ow you determine whether the borrower has demonstrated repayment
performance with modifi ed terms.  Specifically disclose  how many payments the
borrower needs to make before returning a loan to accrual status ; and

 A roll forward of your TDRs for each period presented that will allow for an
understanding of the gross movements within these balances at period end, including
asset sales such as that in the quarter ended September 30, 2013 or loans that are
otherwise removed from TDR classification.  To the extent that restructured loans are
removed from TDR classificatio n for reasons other than the aforementioned asset sale,
please provide us with an analysis that supports your determination to remove these
loans.

Note 14. Income Taxes, page 74

2. We note your disclosure on page 75 there was no valuation allowance for defe rred tax assets
at December 31, 2013 and 2012 as management believe s that it is more likely than not that
all of the deferred tax assets will be realized because they were supported by the expected
generation of a sufficient level of future taxable income from operations and tax planning
strategies.  We also note your disclosure on page 19 describing your understanding that the
determination of whether or not a valuation allowance is necessary is difficult and requires
judgment, particularly when there is s ignificant negative evidence such as recurring net
losses in prior periods and an accumulated deficit.  Please provide us with a robust analysis
detailing both the positive and negative evidence considered, and how each piece of evidence
was weighted, to o vercome the significant negative evidence, and in particular the fact that
you were in a three year cumulative loss position of approximately $33.9 million at
December 31, 2013, in determining the that there was no valuation allowance necessary as of
Decem ber 31, 2013.

3. As a related matter, please expand your disclosures in future filings, beginning with your
Form 10 -Q for the quarterly period ended September 30, 2014, to discuss any uncertainties
surrounding realization of the deferred tax asset and the m aterial assumptions underlying
your determination that the net asset will be realized. If the asset’s realization is dependent on
material improvements over present levels of consolidated pre -tax income, material changes
in the present relationship between  income reported for financial and tax purposes, any
additional planned material asset sales or other non -routine transactions, you should provide
a description of these assumed future events, quantified to the extent practicable. For
example, consider dis closing the minimum annualized rate at which taxable income must

George S. Rapp
Shore Bancshares, Inc.
September 29, 201 4
Page 3

 increase during the tax NOL carry forward periods if realization of the benefit is dependent
on taxable income higher than currently reported. Also, if significant objective negative
evidence  indicates uncertainty regarding realization of the deferred asset, identify the
countervailing positive evidence relied upon in your decision not to establish a valuation
allowance against the asset.

Exhibits 31.1 and 31.2

4. We note that paragraphs 2, 3, 4 and 5 of your certifications included as Exhibits 31.1 and
31.2 to the Fo rm 10 -K contain modifications to the exact form of the certification as set forth
in Item 601(b)(31) of Regulation S -K.  For example, the certifications include references to
the “a nnual report” rather than referring to only the “report”.  In future  filings , please ensure
that the certifications are in the exact form as set forth in Item 601(b)(31) of Regulation S -K,
except as otherwise indicated in Commission statements or staff int erpretations.

Part II. Signatures

5. In future filings , please revise the second signature block where the 10 -K is signed on behalf
of the registrant to include the Principal Executive Officer, as required by General Instruction
D(2)(a) of Form 10 -K.  We n ote that the person holding this position did sign in this
signature block as a director and signed in the first signature block for the company as
President and Chief Executive Officer.

             We urge all persons who are responsible for the accu racy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange 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.

            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 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 a ssert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Benjamin Phippen, Staff Accountant,  at (202) 551 -3697  or me at (202)
551-3423 if you have  questions regarding comments on the financial statements and related

George S. Rapp
Shore Bancshares, Inc.
September 29, 201 4
Page 4

 matters.  Please contact Jessica Livingston, Staff Attorney at (202) 551 -3448 or Todd Schiffman,
Assistant Director at (202) 551 -3775 with any other questions.

Sincerely,

 /s/ Amit Pande

 Amit Pande
Accounting Branch Chief

July 15, 2011
 Via Email

Mr. W. Moorehead Vermilye Chief Executive Officer Shore Bancshares, Inc. 181 East Dover Street Easton, Maryland 21601
Re: Shore Bancshares, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 15, 2011 Definitive Proxy Statement on Schedule 14A Filed March 24, 2011 File No. 000-22345

Dear Mr. Vermilye:
 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 ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Part III

 General

1. We note that much of the disclosure requi red by Part III has been incorporated by
reference to your definitive pr oxy statement.  Please refer to  Rule 12b-23 which states
that “[m]aterial incorporated by reference shall be clearly identified in the reference by … caption or otherwise.”  Please revise your disc losure in future filings to more clearly
identify the source of the ma terial that you are incorpor ating by reference into your
annual report.

Mr. W. Moorhead Vermilye Shore Bancshares, Inc. July 15, 2011 Page 2

 Exhibits 31.1 and 31.2

2. We note that paragraphs 2, 3, 4 and 5 of your certifications included as Exhibits 31.1 and
31.2 to the Form 10-K contain modifications of the exact form of certification as set forth
in Item 601(b)(31) of Regulation S-K. For ex ample, the certifications  include references
to the “annual report” rather than referring to  only the “report”. In future filings, please
ensure that the certifications are in the exact form as set forth in Item 601(b)(31) of
Regulation S-K, except as otherwise indica ted in Commission statements or staff
interpretations.
 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 14

3. Please tell us, and please describe in future filings, how you considered the results of the
2010 shareholder advisory vote on executive compensation when determining your 2011
executive compensation.  Please refer to Item 402(b)(1)(vii) of Regulation S-K.
 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 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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d 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.

Please contact Erin Purnell at (202) 551-3454 or me at (202) 551-3698 with any
questions.
Sincerely,
   /s/Mark Webb
Mark Webb Legal Branch Chief

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE

Mail Stop 4720         August 24, 2009   W. Moorehead Vermilye President and CEO Shore Bancshares, Inc. 18 East Dover Street Easton, MD 21601

Re: Shore Bancshares, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2008  Form 10-Q/A for Fiscal Quarter Ended March 31, 2009  File No. 000-22345

Dear Mr. Vermilye:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
Sincerely,

Kathryn McHale
Attorney-Adviser

CORRESP
1
filename1.htm

    August
18, 2009

    VIA
EDGAR

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549

    Attn:
Kevin W. Vaughn

                Re:

              Response to
      Comments

                Form
      10-K for Fiscal Year Ended December 31, 2008

                Form
      10-Q/A for Fiscal Quarter Ended March 31, 2009

                File
      No. 000-22345

    Ladies
and Gentlemen:

    This letter responds to the July 30,
2009 comment letter from the Staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the above-captioned
matters.  As we discussed with the Staff during our telephone
conversations, the purpose of this letter is to furnish the Staff with the
proposed responses by Shore Bancshares, Inc. (the “Company”, “we”, “us” and
“our”) to each of the Staff’s comments so that any additional concerns may be
addressed before we further amend our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2009.

    Each of the Staff’s comments, as well
as our proposed response, is set forth below.

    Comment
1.  We note the disclosure that loans to related persons were
made on substantially the same terms as those prevailing at the time for
comparable transactions with other persons.  Please confirm, and
revise future filings to disclose, if accurate, that the loans were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable loans with persons not related to
the lender.  Refer to Instruction 4.c to Item 404(a) of
Regulation S-K.

    Response:  Our
proxy statement disclosure provided as follows:  “[d]uring the past
year Talbot Bank, Centreville National Bank, and Felton Bank have had banking
transactions in the ordinary course of their businesses with their directors and
officers and with the associates of such persons on substantially the same
terms, including interest rates, collateral, and repayment terms on loans, as
those prevailing at the same time for comparable transactions with
others.”  Our use of the term “others” was intended as a reference to
unrelated persons.  We will use the words “with persons unrelated to
our bank subsidiaries” in future filings.  We hereby confirm the
accuracy of that statement, as applied to persons unrelated to our bank
subsidiaries and as of the time it was made.

    Comment
2.  Please revise to provide the disclosure required by
paragraph 26 of SFAS 154 regarding your recent correction of an
error.  Please more clearly discuss the nature of the error and
provide a tabular reconciliation of the amounts involved before and after the
correction.  Clearly label the columns affected on the face of the
financial statements as Restated.

          August
18, 2009

          Page
2

    Response:  We
propose to further amend the Form 10-Q for the quarter ended March 31, 2009 to
add the following Note 11 to the consolidated financial statements required by
paragraph 26 of SFAS 154.

    Note
11.  Restatement of Financial Information

    On July
2, 2009, the Company reported that the Board of Directors had determined to
restate its earnings results for the quarter ended March 31,
2009.  The restatement resulted in an increase in the allowance for
credit losses of $1.023 million and a resulting decrease in net income of $665
thousand.  The error, which was discovered during an examination of
The Felton Bank by the FDIC, related to a failure to recognize the full losses
on certain collateral dependent loans pursuant to SFAS No. 114 in the Bank’s
allowance calculation at March 31, 2009.  The loans involved in the
error are primarily loans secured by 1-4 family or commercial real estate and/or
business assets of the borrowers.  One loan totaling $224 thousand was
on nonaccrual at March 31, 2009, while all of the remaining loans were current
or less than 90 days past due at March 31, 2009.

    The
identification of the error did not result in any change to the methodology for
determining the allowance for credit losses although management has implemented
additional controls to prevent such an error from occurring in the
future.  In addition, management reviewed the March 31, 2009 allowance
calculations of each of the bank subsidiaries and discussed the error with
management at each bank to determine that such error did not exist outside of
the Felton Bank at March 31, 2009.

    The
following table summarizes the impact of the restatement on the Company’s
consolidated balance sheet, consolidated statement of income, consolidated
statement of changes in stockholders equity and consolidated statement of cash
flows as of and for the three months ended March 31, 2009 (in thousands, except
per share amounts).

              Consolidated Balance Sheet

              As
      Originally Reported

              Adjustment

              As Restated

                Allowance
      for Credit Losses

            $
            (9,686
            )

            $
            (1,023
            )

            $
            (10,709
            )

                Loans,
      Net

            898,432

            (1,023
            )

            897,409

                Deferred
      Income Taxes

            1,982

            358

            2,340

                Retained
      Earnings

            97,492

            (665
            )

            96,827

              Consolidated Statements of
      Income

              As
      Originally Reported

              Adjustment

              As Restated

                Provision
      for Credit Losses

            $
            912

            $
            1,023

            $
            1,935

                Net
      income before taxes

            4,613

            (1,023
            )

            3,590

                Income
      tax expense

            1,735

            (358
            )

            1,377

                Net
      income

            2,878

            (665
            )

            2,213

                Net
      income available to common
      shareholders

            2,541

            (665
            )

            1,876

                Basic
      earnings per common share

            0.30

            (0.08
            )

            0.22

                Diluted
      earnings per common share

            0.30

            (0.08
            )

            0.22

            August
18, 2009

            Page
3

              Consolidated
      Statement of Changes in Stockholder’s Equity

              As
      Originally Reported

              Adjustment

              As Restated

                Net
      Income

            $
            2,878

            $
            (665
            )

            $
            2,213

                Retained
      Earnings

            97,492

            (665
            )

            96,827

              Consolidated Statement of Cash
      Flows

              As
      Originally Reported

              Adjustment

              As Restated

                Net
      Income

            $
            2,878

            $
            (665
            )

            $
            2,213

                Net
      change in other assets

            139

            (358
            )

            (219
            )

                Provision
      for credit losses

            912

            1,023

            1,935

    The
restatement also affects Notes 2, 3, 6 and 7.

    Comment
3(a).  Please identify the regulatory agency involved in the
identification of the error.

    Response:  We
have identified the regulatory agency in our proposed Note 11 in response to
Comment 2.

    Comment
3(b).  More clearly discuss the loans involved, including their
type, payment status, accrual status, nature of collateral, and your methodology
for determining the related allowance.

    Response:  We
have discussed the loans involved and the methodology for determining the
related allowance in our proposed Note 11 in response to Comment 2.

    Comment
3(c):  Discuss any changes made to your methodology in
determining the allowance for these loans as a result of the
examination.

    Response:  The
Company’s methodology for determining the adequacy of the allowance for credit
losses has not changed as a result of the error.  See information
included in our proposed Note 11 in response to Comment 2.

    Comment
3(d):  You note that the error was detected in connection with
one of your bank subsidiaries.  Disclose how you determined that the
nature of the error would not be applicable to the similar loans held by that
bank or your other bank subsidiaries.

    Response:  We
have discussed the fact that this error did not affect other loans of the bank
or loans held by our other bank subsidiaries in our proposed Note 11 in response
to Comment 2.

    Comment
3(e):  Please tell us and consider revising you Form 10-Q as
amended for March 31, 2009 as well as your Form 10-Q for June 30, 2009 to
disclose whether you had a material weakness in your internal control over
financial reporting relating to the error.

    Response:  Management
did not become aware of the error until June 23, 2009.  The error
resulted because certain of the policies and procedures for evaluating and
recording loans that make up our internal control over financial reporting were
not correctly followed or applied by employees of The Felton Bank with respect
to the identified loans at the time our interim financial statements were being
prepared.

            August
18, 2009

            Page
4

    After
considering the facts and circumstances surrounding the error, management
believes that the failure of management to detect the improper application of
the policies and procedures to which we are subject constituted a material
weakness in our internal control over financial reporting as of March 31,
2009.  Management has taken steps to ensure, to the extent reasonably
possible, that such an error does not re-occur and we have disclosed these steps
in Item 4 of Part I of our Quarterly Report on Form 10-Q that was filed with the
Commission with respect for the quarter ended June 30, 2009.

    With
respect to the Staff’s suggestion that we disclose in our quarterly reports,
including the Quarterly Report on Form 10-Q, as amended, for the quarter ended
March 31, 2009, how we considered whether we had a material weakness in internal
control over financial reporting relating to the error, we respectfully believe,
for the reasons set forth below, that such disclosure is neither warranted nor
required, especially considering the disclosure that we propose to make pursuant
to Comment 3(f) (see below).

    In Final
Rule Release 33-8328 (June 5, 2003) (the “Release”), the Securities and Exchange
Commission (the “Commission”) specifically provided that the “rules [adopted
under the Sarbanes-Oxley Act of 2002] do not require a company to state the
conclusions of the certifying officers regarding the effectiveness of the
company’s internal control over financial reporting as of a particular date on a
quarterly basis as proposed[.]”  Release, Item II(F)(3).  In
reaching this conclusion, the Commission recognized that such an evaluation
should be performed “over a period of time that is adequate for [management] to
determinate whether, as of the end of the company’s fiscal year, the design and
operation of the company’s internal control over financial reporting are
effective[,]” such that, as required by the rules, management’s evaluation may
be presented in the Annual Report on Form 10-K.  See id., Item
II(C)(3).

    Disclosure
regarding whether we had a material weakness in internal control over financial
reporting, and how we considered whether we had such a material weakness, is
disclosure about the effectiveness of our internal control over financial
reporting, and we believe that the most appropriate place for such a disclosure
is our Annual Reports on Form 10-K.

    Disclosure
in a Quarterly Report on Form 10-Q with respect to internal control over
financial reporting is limited to a discussion, in Item 4 of Part II (and not in
Item 2 of Part I), of management’s evaluation of “any change in the company’s
internal control over financial reporting that occurred during a fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting.”  This
fact/requirement is borne out by paragraph 4(e) and paragraph 5(a) of the
Section 302 certifications to the report that are required from the chief
executive officer and the principal accounting officer.

    There was
no change in our internal control over financial reporting during the quarter
ended March 31, 2009 that materially affected, or was reasonably likely to
materially affect, our internal control over financial reporting.

            August
18, 2009

            Page
5

    Comment
3(f).  Please tell us and consider revising your Form 10-Q as
amended for March 31, 2009 as well as your Form 10-Q for June 30, 2009 to
disclose how the certifying officers were able to conclude that your disclosure
controls and procedures were effective in light of the identification of the
error that resulted in the restatement of your financial
statements.

    Response:  We
propose to further amend the Form 10-Q, as amended, for the quarter ended March
31, 2009 by revising Item 4 of Part I to read as follows:

    Item 4.  Controls and
Procedures.

    We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the reports that Shore Bancshares, Inc.
files under the Securities Exchange Act of 1934 with the SEC, such as this
Quarterly Report, is recorded, processed, summarized and reported within the
time periods specified in those rules and forms, and that such information is
accumulated and communicated to management, including Shore Bancshares, Inc.’s
Chief Executive Officer (“CEO”) and the Principal Accounting Officer (“PAO”), as
appropriate, to allow for timely decisions regarding required
disclosure.  A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their
costs.  These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake.  Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control.  The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, controls may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may
deteriorate.

    Prior to
May 11, 2009, an evaluation of the effectiveness of these disclosure controls as
of March 31, 2009 was carried out under the supervision and with the
participation of management, including the CEO and the PAO.  Based on
that evaluation, management, including the CEO and the PAO, concluded that our
disclosure controls and procedures were, in fact, effective at the reasonable
assurance level.  As discussed in the Explanatory Note to this report
and in Note 11 to the financial statements presented herein, however, management
subsequently became aware that The Felton Bank’s calculation of the allowance
for credit los

CORRESP
1
filename1.htm

      Shore
        Bancshares, Inc.

Via
      EDGAR

    October
      12, 2007

    Ms.
      Rebekah Blakely Moore

    Senior
      Accountant

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    Mail
      Stop
      4561

    Washington,
      DC 20549

              Re:

              Shore
                Bancshares, Inc.

              Form
                10-K for Fiscal Year Ended December 31, 2006

              File
                No. 000-22345

    Dear
      Ms.
      Moore,

    This
      letter responds to the comments of the Staff (the “Staff”) of the Division of
      Corporation Finance of the Securities and Exchange Commission (the “Commission”)
      dated September 18, 2007 in respect of the Annual Report of Shore Bancshares,
      Inc. (the “Company”) on Form 10-K for the year ended December 31, 2006 (the
“2006 Form 10-K”) and the Quarterly Report of the Company on Form 10-Q for the
      period ended March 31, 2007 (the “March 10-Q”). We have reviewed the Staff’s
      comments and agree to incorporate changes in future filings to address the
      issues noted in the Staff’s comments. We understand that the Staff is not at
      this time requiring any amendments to the 2006 Form 10-K or the March 10-Q.

    Responses
      to the Staff’s comments are set forth below.

    SEC
      Comment #1:
      (Selected Financial Data, page 17.) Please revise to disclose the balance of
      long-term debt as required by Item 301(2) of Regulation S-K.

    Response:
      In
      future
      filings, the Selected Financial Data table will be revised to disclose the
      balance of long-term debt. Using the 2006 Form 10-K as an example, our proposed
      revised Selected Financial Data table is as follows:

          18
            E.
            Dover Street • Easton, Maryland 21601-3013

          Phone:
            410-822-1400 • Fax: 410-820-4238

          Shore
            Bancshares, Inc.

Item
      6. Selected
      Financial Data.

    The
      following table sets forth certain selected financial data for the five years
      ended December 31, 2006 and is qualified in its entirety by the detailed
      statistical and other information contained in this report, including
“Management’s Discussion and Analysis of Financial Condition and Results of
      Operations” appearing in Item 7 of Part II of this report and the financial
      statements and notes thereto appearing in Item 8 of Part II of this report.

              Years
                Ended December 31,

              (Dollars
                in thousands, except per shares data)

              2006

              2005

              2004

              2003

              2002

              RESULTS
                OF OPERATIONS:

              Interest
                income

              $

              57,971

              $

              47,384

              $

              38,291

              $

              34,339

              $

              36,306

              Interest
                expense

              19,075

              11,899

              9,010

              9,743

              12,438

              Net
                interest income

              38,896

              35,485

              29,281

              24,596

              23,868

              Provision
                for credit losses

              1,493

              810

              931

              335

              356

              Net
                interest income after provision for credit losses

              37,403

              34,675

              28,350

              24,261

              23,512

              Noninterest
                income

              12,839

              11,498

              10,224

              9,845

              5,968

              Noninterest
                expenses

              28,534

              25,431

              22,535

              19,344

              15,960

              Income
                before taxes

              21,708

              20,742

              16,039

              14,762

              13,520

              Income
                taxes

              8,154

              7,854

              5,841

              5,266

              4,730

              NET
                INCOME

              $

              13,554

              $

              12,888

              $

              10,198

              $

              9,496

              $

              8,790

              PER
                SHARE DATA: (1)

              Net
                income - basic

              $

              1.62

              $

              1.55

              $

              1.24

              $

              1.18

              $

              1.09

              Net
                income - diluted

              1.61

              1.55

              1.23

              1.16

              1.08

              Dividends
                paid

              .59

              .54

              .48

              .44

              .40

              Book
                value (at year end)

              13.28

              12.17

              11.24

              10.31

              9.68

              Tangible
                book value (at year end) (2)

              11.67

              10.51

              9.53

              9.37

              8.72

              FINANCIAL
                CONDITION (at year end):

              Assets

              $

              945,649

              $

              851,638

              $

              790,598

              $

              705,379

              $

              654,066

              Deposits

              774,182

              704,958

              658,672

              592,409

              545,192

              Long
                term debt

              25,000

              4,000

              5,000

              5,000

              5,000

              Total
                loans, net of unearned income

              and
                allowance for credit losses

              693,419

              622,227

              590,766

              470,895

              435,422

              Stockholders’
                equity

              111,327

              101,448

              92,976

              83,527

              78,028

              PERFORMANCE
                RATIOS (for the year):

              Return
                on average assets

              1.52

              %

              1.51

              %

              1.32

              %

              1.40

              %

              1.42

              %

              Return
                on average stockholders’ equity

              12.66

              %

              13.20

              %

              11.17

              %

              11.70

              %

              11.79

              %

              Net
                interest margin

              4.70

              %

              4.69

              %

              4.10

              %

              3.91

              %

              4.12

              %

              Efficiency
                ratio(3)

              55.15

              %

              54.13

              %

              57.04

              %

              56.17

              %

              53.49

              %

              Dividend
                payout ratio

              36.42

              %

              34.33

              %

              38.71

              %

              37.29

              %

              36.59

              %

              Average
                stockholders’ equity to average total assets

              11.98

              %

              11.86

              %

              11.79

              %

              11.96

              %

              12.00

              %

            (1)

              Per
                share data is adjusted to give retroactive effect to a 3 for 2 stock
                split
                in the form of a stock dividend declared on May 4, 2006.

            (2)

              Total
                stockholders’ equity, net of goodwill and other intangible assets, divided
                by the number of shares of common stock outstanding at
                year-end.

            (3)

              Noninterest
                expenses as a percentage of total revenue (net interest income plus
                total
                noninterest income). Lower ratios indicate improved productivity.

          2

            18
              E.
              Dover Street • Easton, Maryland 21601-3013

            Phone:
              410-822-1400 • Fax: 410-820-4238

            Shore
              Bancshares, Inc.

    Staff
      Comment #2:
      (Note
      5, Loans and Allowance for Credit Losses, Page 46.) Please revise to disclose
      the interest income that would have been recognized had your nonaccrual loans
      been performing according to their original terms. Refer to Instruction 2 to
      Item III.C.1 of Industry Guide 3.

    Response:
      In
      future filings, Note 5 will be revised to include a disclosure of the amount
      of
      interest income that would have been recognized if the loans had been performing
      in accordance with their original terms in accordance with Instruction 2 to
      Item
      III.C.1 of Industry Guide 3. Using the 2006 Form 10-K as an example, our
      proposed revised disclosure is to add a sentence after the third table contained
      in Note 5 as follows:

    Gross
      interest income that would have been recorded in 2006 if non-accrual loans
      and
      leases had been current and, in accordance with their original terms, was
      $139,999, while interest actually recorded on such loans was $0.

    Staff
      Comment #3:
      (Note 6.
      Premise and Equipment, page 46.) Please revise Note 1 to disclose your method
      of
      accounting used to record the sale-leaseback transaction. Additionally, please
      disclose the terms and conditions of the sale, to include the sales price and
      loan terms, if applicable. Refer to paragraphs 7-8 and 17 of SFAS
      98.

    Response:
      In
      future filings requiring such disclosure, Note 1 will be revised to disclose
      the
      method of accounting used to record the referenced sale-leaseback transaction.
      Using the 2006 Form 10-K as an example, our proposed revision to Note 6 is
      to
      replace the existing disclosure regarding the sale-leaseback transaction with
      the following:

    Sale
      leaseback transaction

    On
      June
      14, 2005, the Company entered into a sale-leaseback agreement with First Oxford
      Corporation. Pursuant to the agreement, the Company conveyed title to the land,
      including buildings, structures and other improvements of its banking facility
      in Felton, Delaware on September 23, 2005 for $950,000. The Company has leased
      back the facility for a period of 20 years. The gain on the transaction was
      $175,993. In accordance with the provisions of sale-leaseback accounting, the
      transaction was considered a normal leaseback and the realized gain was deferred
      and will be amortized to other income on a straight-line basis over the initial
      lease term.

    Rental
      expense under the agreement was $75,725 and $30,253 for 2006 and 2005,
      respectively.

          3

            18
              E.
              Dover Street • Easton, Maryland 21601-3013

            Phone:
              410-822-1400 • Fax: 410-820-4238

            Shore
              Bancshares, Inc.

Staff
        Comment #4:
        (Note
        13, Stock Option Plans, page 49.) Please revise to disclose the total intrinsic
        value of options exercised during 2004 and total fair value of shares vested
        during each of the three years ended December 31, 2006, 2005, 2004. Refer
        to
        paragraph A240(c)(2) of SFAS 123(R).

    Response:
      In
      future filings, Note 13 will be revised to include the total fair value of
      shares vested for each of the three years covered by the report in accordance
      with paragraph A240(c)(2) of SFAS 123(R). We note that future filings will
      not
      require the disclosure of total intrinsic value of options exercised during
      2004, but we will include intrinsic value information for all relevant periods
      in future reports. Using the 2006 Form 10-K as an example, our proposed revision
      to Note 13 is to:

    (i)
      replace the original intrinsic value discussion with: "The total intrinsic
      value of stock options exercised during the years ended December 31, 2006,
      2005
      and 2004 was $813,882, $352,826 and $676,560, respectively."; and

    (ii)
      add:
      "The total fair value of shares vested during the years ended December 31,
      2006,
      2005 and 2004 was approximately $29,500, $39,000, and $53,000,
      respectively."

    Staff
      Comment #5:
      (Note 23
      Quarterly Financial Results, page 57.) The quarterly data presented for basic
      earnings per common share and diluted earnings per common share varies from
      the
      quarterly amounts previously reported in Forms 10-Q for each quarterly period
      in
      2005, and for the quarter ended March 31, 2006. Please revise to provide the
      disclosures required by Item 302(a)(2) of Regulation S-K for differences not
      attributable to your stock split.

    Response:
      In
      future filings, Note 23 will be revised to reconcile differences in basic and
      diluted earnings per share disclosed in previous Quarterly Reports to account
      for our stock dividend in the form of a stock split. We note that, for the
      periods reported in the 2006 Form 10-K, there are no differences between basic
      earnings per common share and diluted earnings per common share that are not
      attributable to the stock split. Using the 2006 Form 10-K as an example, our
      proposed revised Note 23 is as follows:

        4

          18
            E.
            Dover Street • Easton, Maryland 21601-3013

          Phone:
            410-822-1400 • Fax: 410-820-4238

          Shore
            Bancshares, Inc.

    NOTE
      23. QUARTERLY FINANCIAL RESULTS (unaudited)

    A
      summary
      of selected consolidated quarterly financial data for the two years ended
      December 31, 2006 is reported as follows:

              First

              Second

              Third

              Fourth

              (In
                thousands, except per share data)

                Quarter

              Quarter

              Quarter

              Quarter

              2006

              Interest
                income

              $

              13,065

              $

              13,943

              $

              15,368

              $

              15,595

              Net
                interest income

              9,414

              9,909

              9,902

              9,671

              Provision
                for credit losses

              311

              240

              416

              526

              Income
                before income taxes

              5,718

              5,941

              5,167

              4,882

              Net
                Income

              $

              3,551

              $

              3,751

              $

              3,199

              $

              3,053

              Basic
                earnings per common share

              $

              0.43

              $

        

Mail Stop 4561

September 18, 2007

W. Moorhead Vermilye
President and CEO
18 East Dover Street
Easton, Maryland 21601

RE: Shore Bancshares, Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
Filed March 16, 2007
File No. 000-22345

Dear Mr. Vermilye,

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments in
future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your intent to include the requested revision in future filings and provide 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 disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance 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 welcome any questions you may have about our comments or 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, 2006

Selected Financial Data, page 17

1. Please revise to disclose the balance of long-term debt as required by Item 301(2) of Regulation S-K.

W. Moorhead Vermilye
Shore Bancshares, Inc.
September 18, 2007 Page 2
Financial Statements

Note 5, Loans and Allowance for Credit Losses, page 46

2. Please revise to disclose the interest income that would have been recognized had your non-accrual loans been performing according to their original terms.  Refer to Instruction 2 to Item III.C.1 of Industry Guide 3.

Note 6, Premises and Equipment, page 46

3. Please revise Note 1 to disclose your method of accounting used to record the sale-leaseback transaction.  Additionally, please disclose the terms and conditions of the sale, to include the sales price and loan terms, if applicable.  Refer to paragraphs 7-8 and 17 of SFAS 98.  .

Note 13, Stock Option Plans, page 49

4. Please revise to disclose the total intrinsic value of options exercised during 2004 and total fair value of shares vested during each of the years three years ended December 31 2006, 2005 and 2004.  Refer to paragraph A240(c)(2) of SFAS 123(R).

Note 23, Quarterly Financial Results, page 57

5. The quarterly data presented for basic earnings per common share and diluted earnings per common share varies from the quarterly amounts previously reported in Forms 10-Q for each quarterly period in 2005, and for the quarter ended March 31, 2006.  Please revise to provide the disclosures required by Item 302(a)(2) of Regulation S-K for differences not attributable to your stock split.

Note 24, Line of Business Results, page 58

6. Please revise to disclose total assets and revenues from external customers.  Additionally, please revise this disclosure to include all reported periods.  Refer to Item 101(b) of Regulation S-K.

Form 10-Q for the Period Ended March 31, 2007

Note 7, New Accounting Pronouncements, page 9

7. Please disclose your policy on classification of interest and penalties, in accordance with paragraphs 19 and 20 of FIN 48, in the footnotes to the financial statements in your next Form 10-Q filing.

W. Moorhead Vermilye
Shore Bancshares, Inc.
September 18, 2007 Page 3

 Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revisions in future filings, provide a draft of your proposed disclosures and provide any requested information.  Please file your letter on EDGAR as correspondence.  Please understand that we may have additional comments after reviewing your responses to our comments.

 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  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.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• 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.

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Brittany Ebbertt, Staff Accountant, at (202) 551-3572 or me at
(202) 551-3463 if you have questions regarding our comments.

Sincerely,

Rebekah Blakeley Moore
Senior Accountant