October 21, 2004


Via Facsimile (616) 752-2500 and U.S. Mail

Mark Spitzley
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

RE:	Southern Michigan Bancorp, Inc.
	Schedule 13E-3 filed September 3, 2004, as amended
	File no. 2-78178

	Preliminary Schedule 14A filed September 3, 2004, as amended
	File no. 0-9219

Dear Mr. Spitzley

We have the following comments on the above-referenced filings. The
defined terms we use here have the same meaning as in the proxy
statement, unless otherwise indicated.

Schedule 14A

1. We note your response to prior comment 1.  Delete the language "to
the extent relevant" from your Schedule 13E-3 and Schedule 14A.  In
the alternative, revise the disclosure to explain, in detail, the
limitation to SMBs adoption to the analyses of the other filing
persons.  We may have further comments.

2. Consider prior comment 20 and your response. In that comment, we
asked whether the Board had considered any other methods for reducing
expenses besides going private, and if so, why it elected to go
private instead of reducing expenses by other means. Your response (at
the bottom of page 16 of the revised proxy statement) does not seem to
address that question. Please revise to clarify.

3.We note your response to prior comment 34.  The report prepared by
Austin and Associates LLC appears to be a report, opinion or appraisal
within the meaning of Item 1015 of Regulation M-A. See Charles L.
Ephraim (September 30, 1987) and In Re Myers Parking System, Inc.,
Exchange Act Release No. 26069 (September 12, 1988). As such it should
be described in the proxy statement, and filed as an exhibit to the
Schedule 13E-3. In addition, your disclosure should be expanded to
provide all of the disclosure about Austin and Associates required by
Item 1015(b).

4. Refer again to comment 34. With respect to the Directors Reports
submitted supplementally for our review, you must consider whether
those reports contained non-public financial forecasts and/or
projections used by the fairness advisor in assessing the fairness of
this proposed transaction. To the extent that this is the case, all or
portions of those materials must be disclosed.

5. With respect to both the Austin and Associates report and the
disclosure in the Directors` Reports, disclose and quantify the
material assumptions underlying the reports, including those
supporting any projections or financial forecasts.

6.We note your statement on the bottom of page 16 that you rely upon
the "assessment" of the audit committee.  Please revise your
disclosure to explicitly state the factors that the audit committee
considered in making their assessment.

7. We refer to the first paragraph on page 24 where you state that
"the forecasts should not be relied upon . . ." While you may caution
investors not to place undue reliance on the forecasts and may alert
them to uncertainties associated with them, you may not tell them that
they cannot be relied upon.  Please revise as appropriate.

Closing Information

Please revise the proxy statement and Schedule 13E-3 in response to
these comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  You should include a letter
responding to each comment, noting the location of the change in the
revised materials made in response to comments or otherwise.  If you
believe a comment raised in this letter is inappropriate or feel that
no change is required, indicate your position and the basis for that
position in your response letter.  In the absence of such response, we
assume you will comply with staff comments.  We may have additional
comments based upon our receipt of the revised materials and your
response to our comments.


Direct any questions to me at (202) 942-1976.  You may also contact me
via facsimile at (202) 942-9638 or email at PressmanM@sec.gov.  Please
send all correspondence to us at the following ZIP code:  20549-0303.


								Sincerely,




								Michael Pressman
								Office of Mergers and
								Acquisitions