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January 12, 2016
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: MB Financial, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
On behalf of MB Financial, Inc. (“MB Financial”), enclosed for filing is MB Financial’s Registration Statement on Form S-4 relating to the proposed merger of American Chartered Bancorp, Inc. (“American Chartered”) with and into MB Financial. The Registration Statement contains the form of proxy statement/prospectus that will be provided to the shareholders of American Chartered in connection with their vote on the merger at a special meeting of American Chartered shareholders.
Should the Staff have any questions or comments regarding this filing, please call the undersigned at (202) 295-4525.
| Sincerely, |
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| /s/ Craig M. Scheer, P.C. |
| Craig M. Scheer, P.C. |
Enclosure