August 17, 2012
BY EDGAR TRANSMISSION
Michael R. Clampitt
Senior Counsel
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | First National Corporation | |
| Registration Statement on Form S-1 | ||
| File No. 333-182968 |
Dear Mr. Clampitt:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), First National Corporation (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective under the Securities Act at 9:00 a.m., New York City time, on Tuesday, August 21, 2012.
The Company acknowledges that:
| · | 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; |
| · | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; 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. |
Thank you for your assistance.
| Very truly yours, | |
| /s/ M. Shane Bell | |
| M. Shane Bell | |
| Executive Vice President and | |
| Chief Financial Officer |
August 17, 2012
Michael Clampitt
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
| Re: | First National Corporation |
| Registration Statement on Form S-1 (SEC File No. 333-182968) |
Dear Mr. Clampitt:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of First National Corporation that the effective date of the Registration Statement be accelerated so that it will be declared effective at 9:00 a.m., Eastern Time, on August 21, 2012 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised the undersigned intends to effect the following approximate distribution of copies of the Preliminary Prospectus to be dated August 21, 2012:
| No. of Copies | |
| Institutions | 850 |
| Others | 100 |
| Total | 950 |
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SANDLER O’NEILL & PARTNERS, L.P.
| By: | MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |
| By: | /s/ William D. Hobbs | |
| Name: | William D. Hobbs | |
| Title: Managing Director | ||
| By: | SANDLER O’NEILL & PARTNERS, L.P. | |
| By: | Sandler O’Neill & Partners Corp., | |
| the sole general partner | ||
| By: | /s/ Robert A. Kleinert | |
| Name: | Robert A. Kleinert | |
| Title: An Officer of the Corporation | ||
For themselves and as Representatives of the other Underwriters