TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo February 28, 2023 Rory G. Ritrievi President and Chief Executive Officer Mid Penn Bancorp, Inc. 2407 Park Drive Harrisburg, Pennsylvania 17110 Re: Mid Penn Bancorp, Inc. Registration Statement on Form S-4 Filed February 21, 2023 File No. 333-269890 Dear Rory G. Ritrievi: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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. Please contact Madeleine Mateo at 202-551-3465 with any questions. Sincerely, Division of Corporation Finance Office of Finance cc: Kenneth J. Rollins, Esq.