Mail Stop 4561
November 3, 2005
By U.S. Mail and Facsimile (202) 966-9409
David J. O`Connor
President and Chief Executive Officer
NEBS Bancshares, Inc.
660 Enfield Street
Enfield, Connecticut 06082
Re: NEBS Bancshares, Inc.
Amendment Number One to Registration Statement on Form SB-2
Filed October 26, 2005
File No. 333-128277
Dear Mr. O`Connor:
We have reviewed your response to our comment letter dated
October
11, 2005 and have the following comment. Please be as detailed as
necessary in your explanation. In our comment, we have asked 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.
Financial Statements
Note 3 - Investment in Available-for-Sale Securities, page F-14
1. We note your revised disclosure on page F-16 in response to
comment 12 of our letter dated October 11, 2005. Please provide
us
with your comprehensive analysis based on the factors described in
SAB Topic 5.M explaining your basis for concluding that your
investment in bond mutual funds were not other than temporarily
impaired as of March 31, 2005 and June 30, 2005. In your
analysis,
explain how you determined that you have the intent and ability to
retain these investments for a period of time sufficient to allow
for
any anticipated recovery in market value in light of the fact that
these are equity investments for which there are no contractual
provisions for a return of your principal investment. Please tell
us
the time period you estimate until the forecasted recovery of fair
value up to the cost of the investment and your basis for that
estimate.
* * *
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
You may contact Nancy Maloney, Staff Accountant, at (202)
551-
3427 or Joyce Sweeney, Accounting Branch Chief, at (202) 551-3449
if
you have questions regarding any matters relating to the financial
statements and related matters. Please contact Jessica
Livingston,
Staff Attorney, at (202) 551-3448 or me at (202) 551-3491 with any
other questions.
Sincerely,
Todd Schiffman
Assistant Director
cc: Lawrence M.F. Spacaszsi
Scott A. Brown
Muldoon, Murphy & Aguggia LLP
5101 Wisconsin Avenue, NW
Washington, DC 20016
David J. O'Connor
NEBS Bancshares, Inc.
November 3, 2005
Page 3