Keefe, Bruyette & Woods, Inc.
as representative of the several underwriters
787 Seventh Avenue
4th Floor
New York, New York 10019
March 31, 2014
Securities Exchange Commission
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: Michael Clampitt
Re: Old Second Bancorp, Inc.
Registration Statement on Form S-1
Registration File No. 333-193424
Ladies and Gentlemen:
In accordance with Rule 461 of the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Old Second Bancorp, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement, as amended, so that it becomes effective at 1:00 p.m. (Washington, D.C. time) on Thursday, April 3, 2014, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, we wish to advise you that we have effected distribution of 800 copies, in the aggregate, of the Company’s Preliminary Prospectus issued March 26, 2014 through the date hereof to prospective underwriters, institutions and others.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
