October 8, 2004



Mail-Stop 0408
Via Facsimile and U.S. Mail
Mr. Gary L. Nalbandian
Chief Executive Officer
Pennsylvania Commerce Bancorp, Inc.
P.O. Box 8599
Camp Hill, Pennsylvania 17001-8599

	Re:  Pennsylvania Commerce Bancorp, Inc. (the "Company")
                   Amendment No. 1 to Form S-1
                   File No. 333-118236
                   Filed October 1, 2004

Dear Mr. Nalbandian:

	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.

Form S-1
Summary
Our Strategy- pages 2-3
1. Revise the first bullet to disclose if the company is committed to
adding 2-6 new branches in each of the next 5 years as well as
constructing a new headquarters to open in 2005 and, if so, indicate
that commitment herein and in the MD&A capital resources section and,
the expected source of the funds to pay for new branches as well as
the headquarters. See Item 303(b) of Regulation S-K. Noting the
expected opening in 2005 of the headquarters, advise the staff if any
expenditure for this project have occurred through June 30, 2004 and,
if so, advise as to the amount.

Risk Factors- page 8
General
2. Revise to add a risk factor with a caption such as "Investors will
suffer immediate and substantial dilution" and disclose therein the
significant dilution in book value per share as well as the
percentage dilution.
3. Revise to add additional disclosure in the first risk factor
regarding the costs associated with the new store openings, the
headquarters construction and the source of funds for these items.

Loans Held for Sale  -  page 26
4. We note your revision to our prior comment no. 15.  As previously
requested, please disclose how and when you determine which loans are
participated with Commerce and other financial institutions.  You
state in your response letter that this takes place when the amount
of a loan exceeds the Company`s board`s comfort level or due to legal
lending limits, however, this is not disclosed anywhere in your
amended document.  Please revise.






Loan Portfolio  -  page 42
5. We note your revision to our prior comment no. 19 in which we
asked for a discussion of loan origination policies and procedures
for each major loan type.  Your revision was general in nature and
only referred to consumer loans.  Please revise to include a more
robust discussion of the particular origination policies and
procedures for each loan component.

Other
6. Please note the updating requirements of Article 3-12 of
Regulation S-X.
7. Please include an updated consent of the independent accountants
in your next amendment.

Underwriting
8. Confirm to the staff that the pricing amendment (Rule 424 filing)
will disclose the actual number of shares sold by the underwriters,
including those shares sold short.

Part II
Recent Sales
9. Noting the private placement during the pendancy of the
Registration Statement, which indicates Section 4(2) was relied upon,
and noting that general solicitation commences upon the filing of the
Registration Statement, supplementally provide the staff with a legal
analysis as to the authority for the offering. See the Black Box and
Squadron, Ellenoff No-Action letters.

Closing Comment

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 direct your attention to Rules 460 and 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.

	Any questions regarding the accounting comments may be directed
to John Spitz at (202) 942-1924 or John Nolan at (202) 942-1783.  All
other questions may be directed to Michael Clampitt at (202) 942-1772
or to me at (202) 942-1779.

						Sincerely,



						Barry McCarty
						Senior Counsel






Mr. G. Nalbandian
Pennsylvania Commerce Bancorp
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