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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

November 29, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance


Alarion Financial Services, Inc.
Incoming letter dated November 20, 2012

Based on the facts presented, the Division will not object if Alarion stops filing periodic and current reports under the Exchange Act after: (1) Alarion 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) of the Exchange Act. In reaching this position, we note that Alarion 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 made in your letter, the Form 15 will indicate that Alarion 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.


Carolyn Sherman
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 11/30/2012