Mail-Stop 4561

  January 31, 2007


(Via facsimile and U.S. Mail)
Mr. Gary S. Olson
President and Chief Executive Officer
Essa Bancorp, Inc.
200 Palmer Street
Stroudsburg, Pennsylvania 18360

Re: Essa Bancorp, Inc.
       Amendment No. 1 to Registration Statement on Form S-1
       Filed January 22, 2007
       File Number 333-139157

Dear Mr. Olson:

      We have reviewed your Form S-1 and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information we may have additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

					 *  *  *  *  *
Form S-1
Summary
After-Market Stock Price Performance ...., page 7

1. Revise the second full paragraph on page 8 to disclose if the
analysis indicated that the valuation was consistent with the
comparables.

Benefits to Management and Potential....., page 12

2. Noting your response regarding the change in control and
employment agreements and also noting that no agreements are yet
in
place, revise to add a risk factor captioned, "We will enter into
employment and change in control agreements that may increase our
compensation costs", or another similar caption and include
therein
the details of these agreements and to whom they will be with.

Material Income Tax Consequences, page 128

3. Revise the first paragraph to either delete the reference to a
state tax opinion or add such opinion as an exhibit and summarize
the
opinion in the prospectus.

Experts, page 144

4. We note your response to comment 20 from our letter dated
December
29, 2006.  Please revise your filing to comply with the disclosure
requirements of Item 304 of Regulation S-K.  Specifically, please
revise to:

* specifically state whether the former accountant resigned,
declined
to stand for re-election or was dismissed and the date thereof;
* specifically state whether the prior accountant`s report on the
financial statements for either of the past two years contained an
adverse opinion or a disclaimer of opinion or was qualified or
modified as to uncertainty, audit scope, or accounting principles;
* state whether the decision to change accountants was recommended
or
approved by your audit committee;
* state whether during your two most recent fiscal years and any
subsequent interim period preceding such resignation, declination
or
dismissal there were any disagreements with the former accountant
on
any matter of accounting principles or practices, financial
statement
disclosure, or auditing scope or procedure; and
* provide the disclosures required by Item 304(a)(2) of Regulation
S-
K regarding the appointment of your new accountants.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

 	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above
registration statement.  We will act on the request and, pursuant
to
delegated authority, grant acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.
















      Direct any questions on accounting matters to John Spitz at
202-551-3484, or to Joyce Sweeney, at 202-551-3449.  Please direct
any other questions to Michael R. Clampitt at 202-551-3434, or to
me
at 202-551-3491.

      						Sincerely,


							Todd Schiffman
							Assistant Director
							Financial Services Group





	(by facsimile)
             Marc P. Levy, Esq.
	 Luse Gorman Pomerenk & Schick, P.C.
	 5335 Wisconsin Avenue,N.W., Suite 400
	 Washington, DC 20015
	 Fax number 202-362-2902
Mr. Gary S. Olson
Essa Bancorp, Inc.
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