Mail-Stop 4561
							August 24, 2006

Via facsimile and U.S. Mail
Mr. William L. Stephens
Chairman of the Board,
President and Chief Executive Officer
First Niles Financial, Inc.
55 North Main Street
Niles, Ohio 44446-2539

Re:    First Niles Financial, Inc.
                     Revised Preliminary Proxy Statement and
Schedule
13E-3
	         File No. 0-24849
                     Filed August 10, 2006

Dear Mr. Stephens:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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.

      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 on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Preliminary Proxy Statement
Shareholder Letter
1. Revise to disclose in the shareholder letter that a listing on
either the OTCBB or the Pink Sheets will result in the Company
having
no control over the number of shareholders and, if on any future
January 1st, the Company has more than 500 holders of any class of
equity securities, the costs and benefits of this transaction may
be
lost.


Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a 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 our review of your filing or in
response to our comments on your filing.
	Any questions regarding the comments may be directed to
Michael
Clampitt at (202) 551-3434 or to me at (202) 551-3448.

						Sincerely,

						Jessica Livingston
						Attorney
						Financial Services Group




CC:	Via U.S. Mail and Fax: (404)572-6999
	James C. Wheeler, Esq.
	Powell Goldstein, LLP
	One Atlantic Center- 14th Floor
	1201 West Peachtree Street, NW
	Atlanta, Georgia 30309


Mr. W.L. Stephens
First Niles Financial, Inc.
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