Document


						101 South Queen Street, Martinsburg, WV 25401

Attorneys at Law						125 Granville Square, Suite 400
						Morgantown, WV 26501

600 Quarrier Street, Charleston, WV 25301						501 Avery Street, Parkersburg, WV 26101

P.O. Box 1386, Charleston, WV 25325-1386						Southpointe Town Center, 1800 Main Street
(304) 347-1100						Suite 200, Canonsburg, PA 15317

						480 West Jubal Early Drive, Suite 130
Amy J. Tawney						Winchester, VA 22601
Partner
atawney@bowlesrice.com
T (304) 347-1123
F (304) 343-3058

On behalf of Burke & Herbert Financial Services Corp. (the “Company”), we are hereby transmitting for filing via EDGAR Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-3, File No. 333-283261 (the “Amended S-3”). Simultaneously therewith, the Company is submitting via EDGAR this letter in response to the comment letter it received from the staff of the Division of Corporation Finance (the “Staff”) dated November 26, 2024, with respect to the Registration Statement. We have included below the comment set forth in the Staff’s letter, as well as the Company’s response thereto.

1.We note the disclosure that Burke & Herbert Financial Services Corp. and/or one or more selling securityholders to be identified in the future may from time to time offer and sell in one or more offerings, together or separately, any combination of the securities described in the prospectus. Please revise to register a specific amount of securities for the selling securityholders. Please refer to Compliance and Disclosure Interpretations, Securities Act Rules, Questions and Answers 228.03 and 228.04. In

that regard, please also confirm compliance with Rule 430B(b)(2) and revise to refer to the unnamed security holders by identifying the initial offering transaction by which the securities were sold. Alternatively, revise to remove the description that indicates that selling security holders may be identified in the future in any combination of the securities described in the prospectus where you are not able to comply with Rule 430B, or advise. Finally, for any shares that are being offered by selling shareholders, revise this registration statement to specifically register those shares and pay the required fees.

We have revised the disclosure in the Amended S-3 to remove all references to selling securityholders given that no securities are being registered for resale by any selling securityholders in accordance with the guidance provided in Questions 228.03 and 228.04 of the Securities Act Rules Compliance and Disclosure Interpretations and General Instruction II.G. to Form S-3, Securities Act Rule 430B(b)(2).

We believe the foregoing is responsive to the Staff’s comments and request for additional information. Please be advised that the Company wishes to have the registration statement declared effective as soon as possible. Accordingly, should you have any further comments or questions or need any additional information, please do not hesitate to contact the undersigned at (304) 347-1123.