February 22, 2004

Mail Stop 0408

By U.S. Mail and facsimile to (937) 498-4554.

Debra A. Geuy
Chief Financial Officer and Treasurer
Peoples-Sidney Financial Corporation
101 East Court Street
Sidney, OH 45365

Re: Peoples-Sidney Financial Corporation.
Form 10-K for the Year Ended June 30, 2004
Forms 10-Q for fiscal 2005
File Number 000-22223

Dear Ms. Geuy,

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
document
in future filings in response to these comments.  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 some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies and Estimates - page 19 of Exhibit 13

1. Please revise to discuss all accounting policies that you
believe
are critical to your financial statements.  Reference to the
footnotes is not sufficient because the financial statement
disclosures typically do not focus on the potential variability in
your estimates.  Revise this section to address the following for
each critical accounting policy:
* Specifically identify why each policy is considered critical by
management.
* When there is more than one methodology to choose from to
calculate
your estimates, describe the specific method you used, and discuss
the differences between that and other available alternatives.
* Describe the specific assumptions used in your estimates,
discuss
the potential volatility inherent in these assumptions and
quantify
the impact if possible.
* Discuss the impact this volatility could have on net income, and
quantify the impact if possible.
* Discuss how accurate your estimates have been compared to actual
expenses incurred.
      Refer to Refer to Section V of Release Nos. 33-8350/34-48960

Consolidated Financial Statements

Consolidated Statements of Income - page 23

2. Please supplementally tell us why you do not classify the
portion
of state franchise taxes attributable to net income as income tax
and
revise to provide similar disclosures.

Forms 10-Q for fiscal 2005

3. Please revise to include the credit quality disclosures set
forth
under Items III.C and IV of Industry Guide 3 and include an
explanation of material changes in the provision for loan losses.

*	*	*

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments, indicates your
intent to include the requested disclosure in future filings, and
provides any requested supplemental information.  Detailed letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      You may contact Rebekah Moore at (202) 824-5482 or me at
(202)
942-1782 if you have questions regarding our comments and related
matters.

                                   Sincerely,



                                   Paul Cline
                                   Senior Accountant

??

??

??

??

Ms. Debra A. Geuy
Peoples-Sidney Financial Corporation
Page 2 of 2