June 21, 2012
Michael R. Clampitt
Jessica Livingston
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street NE
Washington, D.C. 20549
Re: | Peoples Bancorp of North Carolina, Inc. (the “Registrant”) Registration Statement on Form S-1 (File No. 333-181347) |
Dear Mr. Clampitt & Ms. Livingston,
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Peoples Bancorp of North Carolina, Inc.that the effective date of the Registration Statement be accelerated so that it will be declared effective at 9:00 a.m., Eastern Time, on June 25, 2012, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised the undersigned intends to effect the following approximate distribution of copies of the Preliminary Prospectus to be dated June 25, 2012 (the “Preliminary Prospectus”):
No. of Copies | |
Institutions | 850 |
Others | 100 |
Total | 950 |
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SANDLER O’NEILL & PARTNERS, L.P.
By: | MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
By: | /s/ William D. Hobbs Authorized Signatory |
By: | SANDLER O’NEILL & PARTNERS, L.P. |
By: | Sandler O’Neill & Partners Corp., the sole general partner |
By: | /s/Christopher S. Hooper |
Name: Christopher S. Hooper
Title: An officer of the Corporation
For themselves and as Representatives of the other Underwriters