Securities Exchange Act of 1934
Rule 14a-8

February 11, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

The proposal amends the Code of Regulations to require that Croghan include in its proxy materials the name, along with certain disclosures and statements, of any person nominated for election to the board by a stockholder who has directly and/or beneficially owned 1% or more of Croghan's outstanding common stock for at least one year.

There appears to be some basis for your view that Croghan may exclude the proposal under rule 14a-8(i)(8). Accordingly, we will not recommend enforcement action to the Commission if Croghan omits the proposal from its proxy materials in reliance on rule 14a-8(i)(8). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which Croghan relies.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/croghan021108-14a8.htm