1


                  [COMMUNITY FINANCIAL SHARES, INC. LETTERHEAD]



                                November 25, 2008


VIA EDGAR
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Mr. William Friar
Senior Financial Analyst
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC  20549-4561

                  RE:      COMMUNITY FINANCIAL SHARES, INC.
                           PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A
                           FILED NOVEMBER 10, 2008
                           FILE NO. 000-51296

Dear Mr. Friar:

         On behalf of Community Financial Shares, Inc. (the "Company"), enclosed
please find a revised preliminary proxy statement on Schedule 14A we are
submitting in response to the staff's oral accounting comments issued on
November 21, 2008. To aid in your review, we have repeated the staff's comments
followed by the Company's responses and indicated where the document has been
revised in response to such comments.

COMMENT NO. 1
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         PLEASE REVISE THE BALANCE SHEET DATA INCLUDED IN THE PRO FORMA
FINANCIAL INFORMATION TO REFLECT THE IMPACT OF THE WARRANTS AND DISCOUNT ON THE
PREFERRED STOCK.

RESPONSE TO COMMENT NO. 1:

         Please see the revised disclosure on page 8 of the proxy statement.

COMMENT NO. 2
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         PLEASE REVISE THE INCOME STATEMENT DATA INCLUDED IN THE PRO FORMA
FINANCIAL INFORMATION TO INCLUDE SELECTED FINANCIAL RATIOS.

 2
Mr. William Friar
U.S. Securities and Exchange Commission
November 25, 2008
Page 2


RESPONSE TO COMMENT NO. 2:

         Please see the revised disclosure on pages 9 and 10 of the proxy
statement.

COMMENT NO. 3
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         PLEASE CONFIRM THAT THE HISTORICAL "INCOME TAX EXPENSE" NUMBERS IN THE
INCOME STATEMENT DATA INCLUDED IN THE PRO FORMA FINANCIAL INFORMATION WILL
REMAIN UNCHANGED IN EACH OF THE "MINIMUM" AND "MAXIMUM" PRO FORMA SCENARIOS.

RESPONSE TO COMMENT NO. 3:

         Please see the revised disclosure on pages 9 and 10 of the proxy
statement.


                                      * * *

         The Company acknowledges that: (i) it is responsible for the adequacy
and accuracy of the disclosure contained in the proxy statement; (ii) staff
comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the proxy statement; and
(iii) 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.

         If you have any questions or further comments regarding the revised
proxy statement, please call Edward G. Olifer, the Company's legal counsel at
Kilpatrick Stockton, LLP, at 202.508.5852.

                                     Sincerely,

                                     COMMUNITY FINANCIAL SHARES, INC.

                                     /s/ Eric J. Wedeen
                                     -------------------------------------------
                                     Eric J. Wedeen
                                     VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Enclosures

cc:      Matt McNair, U.S. Securities and Exchange Commission
         Scott W. Hamer, Community Financial Shares, Inc.
         Edward G. Olifer, Esq.