MUTUAL FEDERAL BANCORP, INC.
2212 WEST CERMAK ROAD
CHICAGO, ILLINOIS 60608
January 31, 2006
VIA FACSIMILE & EDGAR
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Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Division of Corporation Finance
Mr. Todd Schiffman
Mr. Michael Clampitt
RE: MUTUAL FEDERAL BANCORP, INC.
REGISTRATION STATEMENT ON FORM SB-2 (FILE NO. 333-129835)
REQUEST FOR ACCELERATION OF EFFECTIVENESS
Dear Mr. Schiffman and Mr. Clampitt:
Pursuant to Rule 461 of the General Rules and Regulations of the
Securities Act of 1933, as amended, Mutual Federal Bancorp, Inc. (the
"Registrant") hereby respectfully requests that the effectiveness of the
above-referenced Registration Statement be accelerated to 9:00 a.m., Eastern
time, on February 1, 2006, or as soon thereafter as practicable.
With respect to the Registrant's request for acceleration of the
effective date of the registration statement, please be advised that the
Registrant acknowledges that:
(1) 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;
(2) the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and
(3) the Registrant will not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Very truly yours,
MUTUAL FEDERAL BANCORP, INC.
By: /s/ Stephen M. Oksas
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Stephen M. Oksas
President and Chief Executive Officer
January 31, 2006
VIA FACSIMILE AND EDGAR
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Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Mutual Federal Bancorp, Inc.
Registration Statement No. 333-129835
Request for Acceleration of Effectiveness
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Ladies and Gentlemen:
In accordance with Rule 461 of the Rules and Regulations of the
Securities and Exchange Commission promulgated under the Securities Act of 1933,
as amended, we hereby join Mutual Federal Bancorp, Inc. (the "Company") in
requesting that the Company's above-referenced registration statement on Form
SB-2 (the "Registration Statement") be declared effective on Wednesday, February
1, 2006, at 9:00 a.m. Eastern time, or as soon thereafter as is practicable.
The Corporate Financing Department of the National Association of
Securities Dealers, Inc. (the "NASD") has advised us that it will not raise any
objections with regard to the fairness and reasonableness of the agency terms
and arrangements as proposed in the Registration Statement and the agency
documents previously filed with the Corporate Financing Department.
Very truly yours,
SANDLER O'NEILL & PARTNERS, L.P.
By: Sandler O'Neill & Partners Corp.,
the sole general partner
By: /s/ Thomas P. Duke
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Thomas P. Duke
An Officer of the Corporation