United States securities and exchange commission logo





                               March 29, 2023

       Roy Halyama
       Chief Financial Officer
       Burke & Herbert Financial Services Corp.
       100 S. Fairfax Street
       Alexandria, Virginia 22314

                                                        Re: Burke & Herbert
Financial Services Corp.
                                                            Registration
Statement on Form 10
                                                            Filed on February
28, 2023
                                                            File No. 001-41633

       Dear Roy Halyama:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Form 10 filed on February 28, 2023

       Industry and Market Data, page iii

   1.                                                   We note the statement
that "there can be no assurance as to the accuracy or completeness"
                                                        of information. Please
delete as this is an inappropriate disclaimer to the investor's ability
                                                        to rely on the
disclosure.
       Business Overview, page 1

   2.                                                   In the last sentence on
page 4, please briefly define "deposit listing services" and clarify
                                                        whether these could
include brokered deposits.
   3.                                                   Please revise page 4 or
where appropriate to provide a separate discussion for each loan
                                                        category in your
portfolio and discuss the risks that are unique to each category.
 Roy Halyama
FirstName  LastNameRoy
Burke & Herbert  FinancialHalyama
                           Services Corp.
Comapany
March      NameBurke & Herbert Financial Services Corp.
       29, 2023
March2 29, 2023 Page 2
Page
FirstName LastName
The Bank, page 9

4.       Where you identify capital and regulatory ratios and your actual
ratios, please revise to
         cross reference to the tabular disclosure provided elsewhere, for
example on page 123.
5.       We note the discussion of cybersecurity on page 13. Please revise here
or where
         appropriate to clarify the nature of the board   s role in overseeing
the company   s
         cybersecurity risk management, the manner in which the board
administers this oversight
         function and any effect this has on the board   s leadership
structure.
The expected replacement or discontinuation of London Interbank Offered Rate
(LIBOR) as a
benchmark..., page 31

6.       We note in the last sentence of "Recent Accounting Pronouncements" on
page 102 you
         state, "The Company has limited exposure to the number of loans tied
to LIBOR and the
         loan documents allow for the index to move to an alternative rate if
the index currently in
         place, LIBOR, no longer exists. For any new loans, the Company is
using an alternative
         rate as an index." Please revise this risk factor to be consistent
with the financial statement
         disclosures. Additionally, please advise us of the status of your
efforts to modify the 7
         loans indexed to LIBOR and tell us their approximate dollar amount.
Managements Discussion and Analysis of Financial Condition and Results of
Operations, page
37

7.       We note in the final sentence on page 1 that, "...additional employees
and infrastructure
         are expected to be needed to manage the increasing customer
relationships that would
         come with sustained growth." We also note the statement in the second
from last
         paragraph of the carryover risk factor on pages 33-34 that, "Our
investment in compliance
         with existing and evolving regulatory requirements will result in
increased administrative
         expenses that we did not previously incur. These costs may materially
increase our
         general and administrative expenses." Please revise the MD&A to
discuss material trends,
         demands, commitments, events and uncertainties that could impact the
company's
         liquidity, financial condition or operating results.
Executive Incentive Compensation, page 69

8.       We note disclosure of the incentive weighting and amounts of actual
incentive
         payments for 2022. Please revise to further clarify and quantify the
targets for each metric
         that were used to calculate the actual incentive amounts paid. See
Item 402(o) of
         Regulation S-K.
 Roy Halyama
FirstName  LastNameRoy
Burke & Herbert  FinancialHalyama
                           Services Corp.
Comapany
March      NameBurke & Herbert Financial Services Corp.
       29, 2023
March3 29, 2023 Page 3
Page
FirstName LastName
Description of the Registrant's Securities to Be Registered, page 81

9.       Please revise to reconcile the number of authorized common shares
identified here (20
         million) with the amount in your articles of incorporation filed as
Exhibit 3.1 (500,000).
         The series preferred amounts also do not reconcile. Please revise
accordingly.
Item 13. Financial Statements and Supplementary Data
Consolidated Statements of Income, page 89

10.      Please revise the face of your consolidated statements of income to
comply with the
         presentation requirements under Rule 9-04 of Regulation S-X. For
example, we note that
         the line item for    Provision for (recapture of) loan losses
should be presented below the
         line item Net interest income and should also present a subtotal for
net interest income
         after provision for (recapture of) loan losses.
Note 1    Nature of Business Activities and Significant Accounting Policies
Loans, page 96

11.      Please revise to disclose your accounting policy for charging off
loans. To the extent that
         there are different criteria used by loan portfolio segment or other
relevant factors,
         describe as applicable.
General

12.      In light of recent market events and activities within the banking
sector, please revise
         Business, Risk Factors, Management   s Discussion and Analysis and
other sections, where
         appropriate, to address any material impact these events and
activities have had on your
         financial condition, operations, customer base, liquidity, capital
position and risk profile.
         Provide quantitative and qualitative disclosure as appropriate and
clarify what actions
         management is undertaking in response to the market events and
activities.
13.      In this regard, examples of expanded disclosure may include but are
not limited to the
         following:
             Provide an update on your liquidity management and capital
position as of a more
              recent date. Include qualitative and quantitative information
about your cash
              position, investment securities, deposits, borrowings and sources
of available but
              unused borrowings. For example, we note that you had gross
unrealized losses of
              $165.8 million on AFS securities at December 31, 2022. Any such
revised
              disclosures should include identifying and discussing material
stress testing
              scenarios, metrics or measures that you have utilized to
evaluate, monitor and
              manage your liquidity and capital position;
             Discuss material trends and recent activities, as of a more recent
date, in your
              deposits balance, such as deposit inflows, withdrawals, uninsured
vs. insured deposits
              and average rates offered by type of deposit (e.g., demand
deposits, time deposits,
              etc.);
 Roy Halyama
Burke & Herbert Financial Services Corp.
March 29, 2023
Page 4
                Disclose and discuss any significant market, industry or
individual concentrations in
              your deposit balance and how you manage the concentration risk,
if applicable. For
              example, revise to disclose if there are any significant
industries or other
              concentrations within the population of depositors with any
deposits in excess of the
              FDIC insurance limit of $250,000; and
                In regard to your Quantitative and Qualitative Disclosures
about Market Risk, expand
              your discussion of interest rate risk and interest rate
sensitivity to help readers better
              understand and assess potential impacts to various financial
statement line items
              impacting your financial condition and results of operations.
14.      We note the statement on page 59 that your Asset/Liability Committee
manages interest
         rate sensitivity    by changing the mix, pricing and re-pricing
characteristics of its assets
         and liabilities, through the management of its investment portfolio,
its offerings of loan
         and selected deposit terms and through wholesale funding.    Explain
and quantify the
         existence of material asset liability mismatch, if applicable, for the
periods presented or as
         of a more recent date, and discuss how the ALCO considers, measures,
and manages
         mismatch and related risks, including what information it has
considered related to recent
         market events. Please disclose whether you have a Chief Risk Officer,
which individuals
         or committees are responsible for the    risk management practices
referenced on pages 18
         and 28, and disclose the frequency of meetings by the relevant
individuals and/or
         committees.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Michael Henderson at 202-551-3364 or Cara Lubit at
202-551-5909 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Todd K. Schiffman at 202-551-3491 or James Lopez at 202-551-3536 with
any other
questions.



FirstName LastNameRoy Halyama                         Sincerely,
Comapany NameBurke & Herbert Financial Services Corp.
                                                      Division of Corporation
Finance
March 29, 2023 Page 4                                 Office of Finance
FirstName LastName