SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561
								September 30, 2005

By U.S. Mail and Facsimile to (202) 336-7666

Richard L. Reed
Chief Financial Officer
National Consumer Cooperative Bank
1725 Eye Street N.W., Suite 600
Washington, D.C. 20006

Re:	National Consumer Cooperative Bank
	Form 10-K for Fiscal Year Ended December 31, 2004
	Filed April 1, 2005
	File No. 002-99779

Dear Mr. Reed:

	We have reviewed your filing and have the following comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your document.  In some of our comments, we may ask
you
to provide us with information so we may better understand your
disclosure.  Please be as detailed as necessary in your
explanation.
After reviewing this information, we may 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.

Form 10-K for the Fiscal Year Ended December 31, 2004:

Net Interest Income, page 11

1. Please tell us and in future filings disclose, if material, the
impact of your hedging activities on interest income and expense
for
each period presented.

Credit Quality, page 13

2. We note your disclosure that in June 2004 you charged $2.2
million
of a $6.3 million loan to the allowance for loan losses.  Please
tell
us and in future filings clarify what you mean by "charged" to the
allowance.

3. We note your disclosure on page 14 that you have $2.2 million
specific reserves for impaired assets at December 31, 2004.
Please
provide us with your analysis explaining how you determined the
amount of the specific reserves.  Provide us with your analysis
for
each of the significant loans placed on non-accrual status during
2004.

4. Please tell us and in future filings disclose the underlying
reasons why your allowance for loan losses as a percentage of
loans
decreased at December 31, 2004 compared to the prior year-end in
light of the significant increase in charge-offs, impaired assets,
and the size of your loan portfolio.  Describe the specific
changes
in asset quality, composition, and other factors that impacted
your
determination of the amount of provision and allowance for loan
losses as of December 31, 2004.

5. Please provide us with a similar analysis of your provision and
allowance for loan losses as of June 30, 2005.

Non-Interest Income, page 15

6. We note your disclosure that of the total gain on sales of
loans
in 2004, $3.5 million relates to the sale of $81.2 million of
mortgage-backed securities created from a swap with Fannie Mae in
December 2003.  Please tell us and in future filings disclose the
nature of the swap transaction with Fannie Mae and how the amount
of
the gain was determined.  Explain how a transaction in 2003
results
in a gain recognized in 2004.

Consolidated Quarterly Financial Information, page 19

7. Please tell us the underlying reasons for the significant
quarter-
to-quarter fluctuations in your provision for loan losses during
2003
and 2004.

Uses of Funds - Loans and Leases, page 20

8. We note your disclosure that your commercial loan and lease
portfolio increased at December 31, 2004 principally due to the
termination of the off-balance sheet grocery loan conduit program.
Please provide us with the sample journal entries used to record
the
termination of this conduit.  Explain why you repurchased the
$33.2
million of loans out of the program and how you considered the
potential ability or requirement to repurchase loans in your
accounting treatment determination for the conduit when it was
established.

Critical Accounting Policies

Allowance for Loan Losses, page 27

9. Please tell us and in future filings clearly describe your
methodology for determining the amount of each component
(including
impairment, specific, general, and unallocated portions) of your
allowance for loan losses.  Explain the following:

* how you determine the amount for each component of your
allowance;

* the types or category of loans that are evaluated individually
and
as a group; and

* how you determine the loss factors you apply to your graded
loans
to develop a general allowance.

10. Please tell us and in future filings quantify each component
of
your allowance for loan losses for each period presented.

Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

General, page 38

11. Please tell us and in future filings disclose the nature of
excess yield income and your related accounting policies, citing
the
specific accounting guidance upon which you rely.  Explain how you
determine the amount of excess yield recognized.

Principles of Consolidation, page 38

12. Please tell us and in future filings disclose how you
determined
that your investment in Cooperative Community Works, LLC should
not
be consolidated, citing the specific accounting guidance upon
which
you relied.  Quantify your investment in Cooperative Community
Works
and the impact on your results of operations.

Note 24 - Financial Instruments with Off-Balance Sheet Risk . . .
,
page 59

13. For each type of derivative instrument that you have
classified
as a fair value or cash flow hedge during the periods presented,
please tell us how you determined that the hedging relationship
met
the criteria for hedge accounting pursuant to paragraphs 20, 21,
28
and 29 of SFAS 133.  Please tell us the following with respect to
each type of hedging relationship:

* the nature and terms of the hedged item and derivative
instrument;

* the specific documented risk being hedged;

* how you define "at inception" of the hedging relationship;

* whether you enter into the derivative instrument the day the
hedged
item becomes outstanding; and

* whether you use the long-haul method, the short-cut method, or
matched terms to assess the effectiveness of each hedging
strategy.

14. If you use the short-cut method for assessing effectiveness
for
any of your hedging relationships that qualify for hedge
accounting
treatment under SFAS 133, please tell us how you determine that
the
hedging relationship meets each of the conditions in paragraph 68
of
SFAS 133.

15. Please tell us whether you aggregate similar assets and
liabilities and hedge as a portfolio.  If so, provide us with a
comprehensive analysis explaining how you apply SFAS 133
Implementation Issue F11 to these hedging relationships.

16. We note your tabular presentation on page 61 regarding your
results related to hedging of warehouse loans.  Please tell us and
in
future filings describe the nature of each line item and explain
how
the related amount is determined.  Clarify whether these are all
of
your hedging activities.

 	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Detailed letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a 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 our review of your filing or in
response to our comments on your filing.

	You may contact Isa Farhat at (202) 551-3485 or me at (202)
551-
3449 if you have any questions.

Sincerely,

Joyce Sweeney
Accounting Branch Chief

??

??

??

??

Richard L. Reed
National Consumer Cooperative Bank
September 30, 2005
Page 5

</TEXT>
</DOCUMENT>