February 7, 2017

Via EDGAR and E-Mail

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attn: Christopher Dunham

Re:          FS Bancorp, Inc.

Request for Acceleration of Effectiveness of

Registration Statement on Form S-3 (File No. 333-215810)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, FS Bancorp, Inc. ("Company") hereby respectfully requests acceleration of the effective date of the above-referenced registration statement to 3:00 p.m., Eastern Standard Time, on Friday, February 10, 2017, or as soon thereafter as is practicable.

In connection with this request, we hereby acknowledge the following:

· should the Securities and Exchange Commission (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 staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

FS BANCORP, INC.

By:         /s/Matthew D. Mullet                        

Name:   Matthew D. Mullet

Title:     Chief Financial Officer