October 6, 2004

Mail Stop 0408

By U.S. Mail and facsimile to (949) 361-4366

Mr. Michael S. Hahn
Pacific Coast National Bancorp
1291 Puerta del Sol, Suite 200
San Clemente, CA 92673-6310

Re:	Pacific Coast National Bancorp
	Form SB-2 filed September 8, 2004
	File No. 333-118859

Dear Mr. Hahn:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free
to call us at the telephone numbers listed at the end of this letter.

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.

Front Cover of Prospectus

1. Confirm that the outside front cover page of the prospectus will be
one page.  Refer to Item 501(a) of Regulation S-B.

2. Please move the section titled "How to Subscribe" past the Risk
factor section.

Why we are organizing a new bank - page 2

3. Please provide us with a copy of the ESRI Business Information
System forecast referenced in the fifth paragraph.  Tell us whether
you paid ESRI to prepare this forecast.

Executive officers, directors, and organizers - page 3

4. Please define and clarify the function of the "Organizers Advisory
Committee."

5. In the last sentence of the final paragraph on page 3, state that
purchases to meet the minimum would be for investment and not for
resale.

We expect to incur losses during our initial years of operation - page
8

6. Consider including in this section an explanation that the higher
interest rates necessary to establish market share, which you mention
in the summary on page 2, may decrease the overall initial
profitability.
Risk Factors - general

7. Please consider disclosing the inherent risks associated with the
type of lending you plan to do (construction and development,
commercial real estate, etc) in your capacity as a start-up banking
institution and the risk of default.

8. Please consider adding a risk factor that summarizes the mechanisms
in place that may prevent a change of control without director
consent.  Please include: executive compensation as well as the anti-
takeover measures discussed on page 46.

Caution Regarding Forward-Looking Statements - page 13

9. Remove any references to the Litigation Reform Act sections.  They
do not apply to an initial public offering.

Use of Proceeds - page 17

10. In the chart for Pacific Coast National Bank where you allocate
the proceeds of the minimum offering, you list the minimum amount of
the capital injection at $14,517,000.  However, in the paragraph
preceding this section, you retain the right to reserve a larger
portion of the offering to be used for general corporate purposes of
Pacific Coast National Bancorp as long as no less than $14,300,000 is
used to fund the bank`s initial capitalization.  The latter amount
should be reflected in the chart or in a footnote to the chart.

Use of Proceeds; Organizational Expenses - page 17

11. As required by Item 504(1), please disclose the amount of debt
Pacific Coast National Bancorp has incurred in order to satisfy the
organization expenses.  Please include the terms of repayment
including the interest rate and maturity of the loan.

12. Please consider adding more detail to the organizational expenses
chart, including the breakdown of fees of fees for services and
consulting provided by Bankmark, organizers, executives, etc.

13. You state that you expect to incur total costs of $1,983,000
organizational and other pre-opening expenses that you expect to incur
through the anticipated opening date of the Bank.  However, on pages 8
and 12, you state that you expect to incur a total of $2.1 million of
organizational and other pre-opening expenses.  Please revise to
reconcile this difference.  Please also revise the table to state the
amounts currently recognized in the financial statements.


Management`s Discussion and Analysis of Financial Condition and Plan
of Operations

General

14. Please revise to include any recent accounting pronouncements that
are not yet effective which may have an effect on the financial
statements.  Refer to SAB No. 74.

Bankmark & Financial Marketing Services - page 19

15. In the second full paragraph on page 19, you discuss consulting
services of Bankmark for which you have paid $450,000 and expect to
pay more through an extension of their consulting agreement.  Please
clarify how long you expect this agreement to be extended and how you
arrived at the $636,243 figure for external consultants as listed in
the Organizational Expenses on page 17.

16. Please confirm that the amount of  $338,772 for additional
services provided by Bankmark as detailed on page 19, is reflected as
part of the $453, 571 allocated for "other office expenses" listed in
the organizational expenses on page 17.

17. In addition, on page 52, you discuss consulting fees of $85,000
paid to Bankmark in connection with their assistance preparing
regulatory applications.  It is unclear whether these fees are
included in the consulting fees on page 19, whether they are legal
fees or whether they are fees in addition to the organizational
expenses listed.  Please discuss these fees with the other fees
associated with Bankmark on page 19 and provide total fees paid to
Bankmark or expected to be paid to Bankmark.

Interest rate sensitivity and liquidity - page 20

18. Please revise your liquidity section to discuss your current
funding situation.  Revise to discuss the organizer contribution
deposits recorded on your balance sheet, as well as the line of credit
and the organizer guarantees referred to on page 7.

Executive Compensation - page 36

19. You discuss the consulting agreements existing with executives and
GRCAC LLC on page 36.  Please also discuss these agreements in the
"Related Party Transactions" section on page 44.   Please provide more
details as to the nature of these consultant services.

Financial Statements

Footnotes-General  -  page F-7

20. Please revise to include a footnote disclosing the terms of your
employment agreements with certain members of management.

21. Please revise to disclose the terms of your agreement with
Bankmark & Financial Marketing Services.

22. Please revise to disclose in your notes to the financial
statements all related party transactions and relationships.  We note
you have entered into business transactions with two of your
organizers. Refer to paragraph 2 of FASB No. 57.

Note A - Summary of Significant Accounting Policies - page F-7

23. Please revise to include your policies for the accounting of your
organizational costs and accounting for warrants and options as they
appear to be significant to your business in its startup phase.

Note A - Summary of Significant Accounting Policies - page F-7

24. You state in the last sentence of the first paragraph that "it is
the company`s intention to sell a minimum of 1,600,000 shares of
common stock...".  Please explain why this amount is not 1,700,000
shares, as disclosed in other sections.

Dealer Prospectus Delivery Obligation

25. As required by Item 502(b) of Regulation SB, please provide a
Dealer Prospectus Delivery Obligations section on the back cover.

Inside Back Cover of Prospectus

26. Please confirm that page numbers will be added to the Table of
Contents as required by Item 502(a) of Regulation S-B.

General

27. Please consider the updating requirements of Item 310(g) of
Regulation S-B when you file your next amendment to the registration
statement.

28. Please include an updated and signed accountants` consent in any
pre-filing amendments.

Closing Comments

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 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.

You may contact Heather Schimkaitis at (202) 824-5342 or John Nolan at
(202) 942-1783 if you have questions regarding comments on the
financial statements and related matters.  Please contact Kathryn
McHale at (202) 824-5538 or me at (202) 942-1760 with any other
questions.


						Sincerely,


						Todd K. Schiffman
						Assistant Director




cc:	Peter G. Weinstock
	Geoffrey S. Kay
	Jenkins & Gilchrist, a Professional Corporation
	1445 Ross Avenue, Suite 2900
	Dallas, TX 75202-2799
Pacific Coast National Bancorp
Mr. Michael S. Hahn
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