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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

January 30, 2013

Response of the Office of Chief Counsel
Division of Corporation Finance


Birmingham Bloomfield Bancshares, Inc.
Incoming letter dated January 24, 2013

Based on the facts presented, the Division will not object if Birmingham Bloomfield Bancshares stops filing periodic and current reports under the Exchange Act, including its annual report on Form 10-K for the year ended December 31, 2012.  In reaching this position, we note that Birmingham Bloomfield 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 made in your letter, Birmingham Bloomfield Bancshares will file a certification on Form 15, which will indicate that Birmingham Bloomfield Bancshares 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, on or before the due date of its Form 10-K for the year ended December 31, 2012.

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.


Carmen Moncada-Terry
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 01/31/2013