November 4, 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
	Amendment Number One to Form SB-2 filed October 20, 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.

Why we are organizing a new bank - page 2

1. With regard to your response to comment 3, please disclose in the
fourth whole paragraph on page 3 that the ESRI forecast was prepared
in connection with consulting services paid for by the registrant.

Risk Factors - general

2. We note your response to comment 7.  Please consider highlighting
the increased risks associated with some loans (construction and
development, commercial real estate, etc) in contrast to loans with
less economic risk.

3. With regard to your response to comment 8, please include in your
disclosure, details regarding executive compensation triggered by a
change in control.  In addition, please consider revising the
objective of the anti-takeover provisions (currently "to provide our
board of directors with time") in order to emphasize the intentional
effect these measures could have on a takeover bid and the
disadvantage it may cause shareholders.

Related Party Transactions - page 43.

4. We note your response to comment 19, however, please include
disclosure pertaining to deferred compensation in the "Related Party
Transactions" section.

Financial Statements
Footnotes - General  - page F-7

5. We note your response to our prior comment 22.  It appears you have
revised page 47 instead of your financial statements to disclose your
material related party transactions.  Please revise the notes to your
financial statements to include the disclosures required by paragraph
2 of FASB No. 57.

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

6. We note your response to comment 24 that you have revised the
financial statements to clarify the company`s intention to sell a
minimum of 1,700,000 shares of company stock, however, the financial
statements still reflect a minimum of 1,600,000 shares.

General

7. Please confirm by representation that there have been no material
changes that would warrant a recent developments section or other
useful disclosure.

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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