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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

July 23, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance


Potomac Bancshares, Inc.
Incoming letter dated July 20, 2012

Based on the facts presented, the Division will not object if Potomac Bancshares stops filing periodic and current reports under the Exchange Act after: (1) Potomac Bancshares has filed a Form 15 to suspend its reporting obligation under Section 15(d) of the Exchange Act; and (2) 90 days lapse after the filing of the Form 15 to terminate the registration of its common stock under Section 12(g). In reaching this position, we note that Potomac Bancshares has filed a post-effective amendment removing from registration unsold securities under its effective registration statement on Form S-8, and that post-effective amendment is effective. We assume that, consistent with the representations in your letter, the Form 15 will indicate that the company is suspending its Section 15(d) reporting obligation pursuant to Exchange Act Rule 12h-3(b)(1)(i), as permitted pursuant to the no-action relief provided in this response.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.


Raymond A. Be
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 07/24/2012