CCFNB BANCORP, INC.
232 EAST STREET
BLOOMSBURG, PA 17815
570 784-4400
August 8, 2005
John P. Nolan, Accounting Branch Chief
Lisa Haynes, Staff Accountant
Division of Corporate Finance
Securities and Exchange Commission
Mail Stop 4561
Washington, DC 20549
RE: CCFNB BANCORP, INC.
- FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
- FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2005
- FILE NO. 0-19028
Dear Mr. Nolan and Ms. Haynes:
We are filing herewith an amendment to each of our reports described
above, and to address your comments delineated below, we respond in bold as
follows:
1. We note your disclosure that you evaluated the effectiveness of your
disclosure controls and procedures and internal controls and procedures for
financial reporting within 90 days prior to the date of your Form 10-K. Please
revise to clarify that your evaluation of the effectiveness of your disclosure
controls and procedures was as of the end of the fiscal year. If your evaluation
was as of a date other than the end of the fiscal year, please tell us how you
believe you have complied with Section II.F.1 and 3 of the SEC's Final Rule on
Management's Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports (Release Nos.
33-8238 and 34-47986).
WE HAVE AMENDED ITEM 9A TO CLARIFY THAT OUR EVALUATION OF THE
EFFECTIVENESS OF OUR DISCLOSURE CONTROLS AND PROCEDURES WAS AS OF DECEMBER 31,
2004.
2. We note that your discussion of controls and procedures is identical to
the discussion you included in your Form 10-K. Please revise to include the
disclosures required by Item 307 of Regulation S-K as of the end of the quarter.
WE HAVE REVISED OUR DISCLOSURE UNDER PART 1 - FINANCIAL INFORMATION -
CONTROLS AND PROCEDURES TO INCLUDE THE DISCLOSURE REQUIRED BY ITEM 307 OF
REGULATION S-K TO STATE THAT OUR CONCLUSIONS, REGARDING THE EFFECTIVENESS OF OUR
DISCLOSURE CONTROLS AND PROCEDURES, IS AS OF MARCH 31, 2005.
August 8, 2005
Page 2
3. To the extent you revise your Form 10-K and 10-Q as a result of the
above comments, please also revise your management certifications pursuant to
the Sarbanes-Oxley Act of 2002.
WE HAVE REVISED OUR MANAGEMENT CERTIFICATIONS FOR BOTH OF THESE REPORTS TO
REFLECT THE REVISIONS THAT WE MADE.
We hereby acknowledge that:
- CCFNB Bancorp, Inc. is responsible for the adequacy and accuracy of
the disclosure in the filings;
- Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
- CCFNB Bancorp, Inc. 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.
If staff has any further comments concerning these reports, please contact
Lance O. Diehl, President and CEO, at (570) 387 3464 or Virginia D. Kocher,
Treasurer at (570) 387-4016.
/s/ Lance O. Diehl
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Lance O. Diehl
/s/ Virginia D. Kocher
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Virginia D. Kocher