From: Al Mehlow [AMehlow@CROGHAN.com]
Sent: Friday, August 16, 2002 10:39 AM
To: 'rule-comments@sec.gov'
Subject: File No. S7-31-02

Croghan Bancshares, Inc.
323 Croghan Street
Fremont, OH  43420





August 16, 2002



Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 5th Street, NW
Washington, DC   20549-0609

	RE:  File No. S7-31-02

Dear Mr. Katz:

In reference to establishing revised procedures for Section 16(a) reporting
requirements, please give consideration to the following items:

1.	Please clarify the term "executed" in the phrase "before the end of
the second business day following the day on which the subject transaction
has been executed".  Does the term "executed" refer to the transaction's
trade date or the settlement date?

2.	Reporting of 401(k) retirement plan transactions within two business
days will prove problematic for our firm.  All of the periodic contributions
for investment in Company stock are initially aggregated as one investment
total for the entire group electing that investment option.  Once a quarter,
just prior to issuing participant statements, our retirement plan processor
then calculates the split (or shares attributable) for the individual
participants.  The plan processor indicates that we would not have access to
the amounts until the 15th or 20th of the subsequent month (at the
earliest).

3.	Given that EDGAR is somewhat cumbersome to use and that the
reporting forms are standardized, please consider receiving Section 16(a)
forms via e-mail (or as an alternative option to allow companies to report
such transactions at a website established by the SEC specifically for that
purpose).

4.	Please reconsider the posting of Section 16(a) forms on the
company's web site.  At the present time, our firm does not maintain a
website.  You may find that other small to medium sized firms either do not
maintain a website or, if they do, a link is typically established to the
SEC's EDGAR site for investors to obtain periodic filings.

Thank you for your consideration of these matters.  If any questions should
arise, please contact the undersigned at 419.332.7301.

Sincerely yours,


/s/  Al Mehlow

Al Mehlow
Treasurer