United States securities and exchange commission logo





                              July 26, 2023

       Lance Diehl
       President and Chief Executive Officer
       CCFNB Bancorp, Inc.
       232 East Street,
       Bloomsburg, PA 17815

                                                        Re: CCFNB Bancorp, Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed June 29, 2023
                                                            File No. 333-273023

       Dear Lance Diehl:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-4 filed June 29, 2023

       General

   1.                                                   Please supplementally
provide us with any opinion, report, summary or presentation
                                                        provided by either
company's financial advisor to the respective Board to support the
                                                        ultimate opinion
provided.
   2.                                                   We note your disclosure
in the risk factor section on page 51 that discusses the impact of
                                                        the current interest
rate environment on the results of both CCFNB and MBF. We also
                                                        note that you provide
qualitative discussions of interest rate risks in the managements
                                                        discussions included as
Annex D and E. Revise this registration statement, in an
                                                        appropriate place, to
provide quantitative analysis of your exposure to changes in interest
                                                        rate risk.
 Lance Diehl
FirstName  LastNameLance Diehl
CCFNB Bancorp,   Inc.
Comapany
July       NameCCFNB Bancorp, Inc.
     26, 2023
July 26,
Page  2 2023 Page 2
FirstName LastName
Questions and Answers
Will the value of the merger consideration change, page 3

3.       Revise this answer, or provide the disclosure elsewhere in the
forepart, to state whether, as
         of a reasonably practicable date, the market price for CCFNB continued
to exceed the
         threshold for the Market Termination Test. In the event that the
market price declines to
         below the Test threshold, provide a calculation of the comparison in
the movement of
         CCFNB's market price with the performance of the average movement of
the Nasdaq
         Bank Index Value.
CCFNB's Reasons for the Merger; Recommendation of CCFNB's Board, page 15

4.       We not your disclosure that the Board considered the "anticipated pro
forma financial
         impact of the merger on CCFNB" as a factor it considered in
recommending that
         shareholders. We note that MBF's Board also notes the pro forma impact
on the
         combined company in making its recommendation, including in the
summary explanation
         on page 17. Revise your disclosure to note the anticipated impacts,
including on the
         combined company's results and capital in the short term, and the
reasons for those short-
         term pro forma impacts so that investors can better understand what
the Board
         considered.
Unaudited Pro Forma Condensed Combined Consolidated Financial Information
Relating To
The Merger
Notes To Unaudited Pro Forma Condensed Combined Financial Information, page 42

5.       We note your disclosure that adjustment (G) appears to reflect the net
deferred tax asset as
         a result of the merger fair value adjustments and merger related
expenses. Please revise to
         include the description and details of the gross adjustments
presented, which reconcile to
         the net adjustment reflected on the pro forma balance sheet.
6.       We note your description for adjustments (P) and (W) reflecting the
net accretion. Please
         provide us with details of the calculation for the gross adjustment
amounts and consider
         the need to revise your disclosures to more fully describe the
calculation.
7.       We note your description of adjustments (Q) and (X) is to reflect an
impact to taxable
         securities income due to the fair value of securities; however, it
does not appear that there
         is a corresponding pro forma fair value adjustment to the securities
on the pro forma
         balance sheet on page 39. Please tell us why or revise your pro forma
financial statements
         accordingly to reflect the fair value adjustment.
Failure to complete the merger could negatively impact CCFNB or MBF, page 51

8.       We note your statement that "[i]f the merger agreement is terminated
under certain
         circumstances, either CCFNB or MBF may be required to pay a
termination fee of
         $2.6 million to the other party." Please revise this risk factor to
discuss the material
         circumstances that could cause the merger to terminate, as discussed
more completely on
 Lance Diehl
FirstName  LastNameLance Diehl
CCFNB Bancorp,   Inc.
Comapany
July       NameCCFNB Bancorp, Inc.
     26, 2023
July 26,
Page  3 2023 Page 3
FirstName LastName
         page 170.
Changes in economic conditions, in particular an economic slowdown in central
Pennsylvania,
could materially and negatively affect CCFNB, page 56

9.       Revise this risk factor to discuss, as appropriate, the factors that
impact the current central
         Pennsylvania commercial real estate market. For instance, discuss if
your local market
         area has experienced any material declines in real estate values
during the last year or a
         material increase in the number of foreclosures.
Description of Business
Loan Composition, page 77

10.      We note your statement that 55.4% of CCFNB's loan portfolio had
variable rates and that
         MBF has an even higher percentage of its total loan portfolio that has
variable rates.
         Disclose the benchmark(s) used for to set your variable rates loans.
If any appreciable
         portion of your loan portfolio has rates set based on LIBOR, and the
mechanism for
         identifying a replacement benchmark is not clear for those loans,
consider whether risk
         factor disclosure is necessary.
Executive Compensation, page 94

11.      We note your disclosure that "[t]he MBF employment agreements provides
that
         Mr. Glunk will be employed as the Chairman, President and Chief
Executive Officer of
         MBF and Muncy Bank for a term of five years, with one three-year
extension, at a salary
         of $360,000, which may be increased by the board of MBF from time to
time." We also
         note that "Mr. O   Neill   s salary is determined by the board of
directors from time to time."
         Please clarify when their salaries are determined by the board.
Governance of CCFNB After the Merger, page 147

12.      We note your disclosure about the importance of risk management and
the compatibility
         of the two institutions, including on page 106 and 117, and Muncy's
discussion of risk and
         credit management on pages E-15 and E-32. We also note your
discussions of the risks
         associated with growing and managing your commercial and commercial
real estate
         lending programs. Revise this section, or another appropriate section,
to discuss your
         plans for ensuring that the combined company will be able to
effectively manage both the
         integration and operation of your risk management and credit risk
management
         programs.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
CCFNB, page D-1

13.      Please revise your disclosures to provide the information required by
Item 1404(a) and
         Items 1406(e) and (f) of Regulation S-K, or tell us where this
information is disclosed.
         Similarly, provide the disclosures required by Item 1404(a)(3) and (4)
and Item 1406(e)
 Lance Diehl
FirstName  LastNameLance Diehl
CCFNB Bancorp,   Inc.
Comapany
July       NameCCFNB Bancorp, Inc.
     26, 2023
July 26,
Page  4 2023 Page 4
FirstName LastName
         disclosures for MBF within the Management   s Discussion and Analysis
of Financial
         Condition and Results of Operations of MBF beginning on page E-1, or
tell us where this
         information is disclosed.
Liquidity, page D-22

14.      We note your disclosures surrounding your liquidity and capital
resources. Please expand
         these disclosures to provide additional qualitative and quantitative
details analyzing your
         ability to generate and obtain adequate amounts of cash to meet its
requirements and its
         plans for cash in the short-term (i.e., the next 12 months from the
most recent fiscal period
         end required to be presented) and separately in the long-term (i.e.,
beyond the next 12
         months). In addition, consider including a discussion analyzing the
historical cash flows
         from operating, investing, and financing activities. Provide similar
updates to the MBF's
         liquidity disclosures beginning on page E-20. Refer to Item 303(b)(1)
of Regulation S-K.
Critical Accounting Policies, page D-23

15.      Please revise your disclosures to also include a discussion of your
Critical Accounting
         Estimates. This information should include why each critical
accounting estimate is
         subject to uncertainty and, to the extent the information is material
and reasonably
         available, how much each estimate and/or assumption has changed over a
relevant period,
         and the sensitivity of the reported amount to the methods, assumptions
and estimates
         underlying its calculation. In addition, provide similar updates to
the MBF critical
         accounting policies disclosure beginning on page E-1. Refer to Item
303(b)(3) of
         Regulation S-K.
Liquidity, page E-37

16.      We note your disclosure on page E-20 and E-37 that "MBF utilizes
brokered deposits"
         including through the IntraFi Network. Please revise this section, or
another appropriate
         section discussing Muncy's deposits to disclose the amounts of these
brokered deposits for
         each of the relevant financial periods presented. Depending on the
materiality of Muncy's
         reliance on brokered deposits in any period, revise your disclosure to
state whether the
         combined company will continue to rely on these deposits for a
significant amount of its
         funding.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

         You may contact Michael Henderson at 202-551-3364 or Robert Klein at
202-551-
 Lance Diehl
CCFNB Bancorp, Inc.
July 26, 2023
Page 5

3847 if you have questions regarding comments on the financial statements and
related
matters. Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at
202-551-
3419 with any other questions.



                                                         Sincerely,
FirstName LastNameLance Diehl
                                                         Division of
Corporation Finance
Comapany NameCCFNB Bancorp, Inc.
                                                         Office of Finance
July 26, 2023 Page 5
cc:       Dean H. Dusinberre
FirstName LastName