February 17, 2009
Ms. Anne Nguyen Parker
Branch Chief
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549-7010
By Fax: 202-772-9368
Original follows by mail
Dear Ms. Nguyen Parker:
| Re: | Banro Corporation |
| Amendment No. 2 to Annual Report on Form 40-F |
| for the Fiscal Year Ended December 31, 2007 |
| Filed January 13, 2009 |
| Response Letter Dated January 13, 2009 |
| File No. 1-32399 |
On behalf of our client, Banro Corporation (“Banro”), a corporation incorporated under the laws of Canada, we respond as follows to your letter of February 9, 2009 (“SEC Comment Letter”) We have set forth Banro’s responses to the comment included in the SEC Comment Letter below.
Amendment No. 2 to Annual Report on Form 40-F for the Fiscal Year Ended December 31, 2007
Changes in Internal Controls Over Financial Reporting, page 2
1. We note your that your revised disclosure no longer states that during the period covered by your annual report, no change occurred in your internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, your internal control over financial reporting. Please advise us, on a supplemental basis, whether any such change occurred during your fiscal year ended December 31, 2007.
February 17, 2009
Page 2
MANAGEMENT’S RESPONSE:
Banro confirms that no change occurred in their internal control over financial reporting that materially affected, or is reasonably likely to materially affect, Banro’s internal control over financial reporting during the fiscal year ended December 31, 2007.
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Closing Comments
We believe that this letter responds completely to your letter of February 9, 2009. Should you have any questions regarding this letter or the Amendment, please feel free to contact me at (206) 903-8815.
Yours truly,
/s/ Christopher J. Barry
________________________
Christopher J. Barry
cc: Michael Prinsloo, Chief Executive Office, Banro
