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corresp

October 17, 2005

By Courier and Facsimile to (202) 772 9208

Securities and Exchange Commission

Division of Corporation Finance, Mail stop 4561

100 F Street, N.E.

Washington D.C. 20549

Attn:

Ms. Joyce Sweeney

Mr. Isa Farhat

Re:

National Consumer Cooperative Bank

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

Filed April 1, 2005

File No. 002-99779

Dear Ms. Sweeney and Mr. Farhat:

We are submitting this letter in response to your letter, dated September 30, 2005, which provided
comments on the above-referenced filing by the National Consumer Cooperative Bank (“NCB”). Below
we set forth your sixteen comments, each of which is followed by NCB’s response. The comment
numbers below correspond to the comment numbers in your letter.

In connection with our response, NCB acknowledges the following:

    •

    NCB 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

    •

    NCB 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.

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.

     Response: NCB recorded net, as interest expense, $3.5 million, $2.5 million and $2.3
million associated with all of its swap contracts for the twelve months ended December 31,
2004, 2003 and 2002, respectively.

     NCB will disclose the impact of hedging activities, if material, in all future
filings.

Page 1 of 11

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.

     Response: NCB charges off loans, i.e. credits the loan balance, when they are deemed
to be uncollectable. At that time the allowance for loan losses is debited, thereby
reducing the allowance.

     NCB will clarify the term “charged “ in future filings.

    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.

     Response: Please find below the analysis of the specific allowance at December 31,
2004 together with a commentary on all material loans placed on non-accrual status during
2004:

a. Operator of senior living and health care facilities (Specific allowance $0; $7.4
million net loan balance at December 31, 2004)

     Beginning in 2002, the borrower’s operating losses could no longer be offset by
investment income due to declining equity values and interest rates. Cash flow was
insufficient to fund operations. Debt holders rejected the borrower’s request to consider
discounting outstanding debt. Independent valuation of the company produced a shortfall in
collateral coverage of 20%, while the borrower was requesting a 40% reduction on debt based
upon available cash flow. The company filed for bankruptcy in February 2004 and, because
bank debt was unsecured and the borrower’s asset value was declining in bankruptcy, 20% of
the original $9.4 million loan balance was charged off. At December 31, 2004, debt holders
were awaiting a closing on the sale of the borrower’s retirement care facilities and the
application of proceeds against outstanding debt.

     At the end of December 2004, the unsecured creditors committee of the borrower
reported that the reorganization plan to be submitted jointly with the debtor would provide
for all secured and unsecured debt to be paid at par. In view of this anticipated
recovery, as well as previous charge-offs, NCB determined that no reserve need be kept
against this loan. The loan was repaid in full in April 2005.

b. Retail grocery chain (Specific allowance $1.1 million; $4.6 million net loan balance
at December 31, 2004).

     Shared national credit examiners concluded that this loan (a participatory loan of
which NCB’s share was $4.6 million) should be placed on non-accrual status due to declining
sales, high labor costs, continuing losses, and negative net worth. The borrower’s cash
flow was no longer sufficient to support debt service, and liquidity was very tight. Asset
sales and Chapter 11 bankruptcy were under consideration by the borrower. Since estimated
collateral values fell $6.4 million (16%) below total outstanding debt, our 20% regular
reserve for Substandard commercial credits was no longer sufficient to cover liquidation
costs.

c. Cellular phone service provider (Specific allowance: $0.8 million; $3.9 million net
loan balance at December 31, 2004)

     The borrower’s problems began in late 2003 when revenue declined due to competitive
pressures on roaming charges. Further, the shift from a Time Division Multiple Access
(TDMA)

Page 2 of 11

to a Global System for Mobile Communications (GSM) operating system was delayed,
causing the borrower to lose market share. Poor operating results caused potential
investors to back out of a $20 million commitment to invest in the company and, in May
2004, the borrower advised the banks that it would not make its June 1, 2004 principal
payment. In the face of a potential 50% loss, the loan was placed on non-accrual status
and 35% of the then outstanding $6.0 million balance was charged off and a 20% reserve was
placed on the remainder. A sale of assets was pending at December 31, 2004.

     At December 31, 2004, the borrower was in the process of selling the company, which
would yield the bank group (of which NCB was a participant) no less than $38.0 million.
Since NCB’s pro-rata share would leave a shortfall of $0.4 million, notwithstanding
estimated collection costs of approximately $400 thousand, NCB concluded that the current
20% reserve of our remaining $3.9 million outstanding loan balance was adequate.

     NCB additionally had two impaired commercial loans with an aggregate balance of $36
thousand at December 31, 2004, with a specific reserve of $18 thousand.

d. Mortgage and Installment loans (Specific allowance $0.3 million; $1.8 million
aggregate net balance (ranging from $0.2 thousand to $312.8 thousand).

     There were 21 mortgage loans and 18 installment loans on non-accrual at December 31,
2004 with total specific reserve allocations of $0.3 million.

    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.

     Response: NCB’s consolidated allowance calculation on a loan-by-loan basis at
December 31, 2004 was $17.0 million. This represented a decrease of $0.1 million from
December 31, 2003.

     The growth in the portfolio, which would otherwise cause the allowance to increase,
accounted for the increase in the general allowance (See Question 10). However, the
improved collateral assessment on an impaired $7.4 million loan to an operator of senior
living and health care facilities discussed at 2(a) above allowed for the reserve against
this loan to be taken down to zero. As noted on page 14 of the 2004 10-K, it appeared
probable at year-end that there would be full collection of this loan, including $1.9
million already charged off, in the first half of 2005 (as discussed in the response to
item 3(a)). It should be noted that had there been a standard reserve allocation ($3.7
million) against this credit, our year-end Allowance for Loan Losses would have been $20.7
million and would have represented 1.5% of total loans.

     NCB will, in future filings, disclose the underlying reasons for changes in the
allowance for loan losses.

Page 3 of 11

    5.

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

     Response: During the first half of 2005, the allowance for loan losses grew by $3.1
million to $20.1 million, representing 1.7% of total loans and lease financing, excluding
loans held for sale at June 30, 2005.

     Growth in satisfactory-rated credits accounted for $0.6 million of incremental reserve
allocations, while an increase in criticized credits required $2.5 million in additional
reserve allocation. The primary factor in criticized loan growth was the downgrading to
impaired status of a $4.8 million loan to a regional retail grocery chain, against which a
$1.7 million specific allowance has been made.

     $2.6 million of recoveries were received, of which $1.9 million related to the loan to
an operator of senior living and health care facilities. In addition, $0.2 million of
charge-offs were made.

     The net effect of the above resulted in a need for a $0.7 million provision charge for
the first six months of 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 related 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.

     Response: NCB has, on occasions, participated in the mortgage-backed securities (MBS)
program offered by Fannie Mae. This program allows mortgage originators to swap a pool of
loans for an MBS. Specifically in December 2003, NCB swapped cooperative multifamily loans
for a Fannie Mae MBS.

     In the transaction, NCB received only beneficial interests in the loans being
transferred to Fannie Mae in the form of an MBS. Pursuant to paragraph 9 of FAS 140,
because only beneficial interests in the transferred assets are being received in exchange
for the transferred assets, it precludes sale treatment, as NCB has not relinquished
control over the transferred assets. In this transaction, the beneficial interest
received, the MBS, is also NCB’s retained interest as no cash or other proceeds are
received as part of the exchange. According to paragraph 10 of FAS 140, NCB should carry
any retained interests on its books by allocating the previous carrying amount between the
assets sold, if any, and the retained interests, if any, based on relative fair values.
Paragraph 58 expands on the guidance given in paragraph 10 regarding retained interests and
offers examples of retained interests which include securities backed by transferred
assets. Since NCB did not sell any assets as part of this transaction, NCB should allocate
the entire previous carrying amount to the retained interest or the MBS and no gain or loss
should be recognized.

     Subsequently in January of 2004, NCB sold the MBS, at which time a gain was realized.
The gain was determined by comparing the cash received in the transaction against the book
value of the MBS at the time of sale.

     NCB will disclose the nature of swap transactions in future filings.

Page 4 of 11

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.

Response:

     First Quarter 2003 ($215 thousand provision) — The provision was primarily driven by
a $0.2 million increase in the reserve allocation for Substandard SBA loans, which had
grown by $1.7 million during the quarter.

     Second Quarter 2003 ($230 thousand provision) — The primary factor was a $20.1
million increase in satisfactory-rated cooperative share loans.

     Third Quarter 2003 ($707 thousand provision) — The primary factors were a $47 million
increase in mortgage loans ($353 thousand reserve allocation), a $21.2 million increase in
cooperative single-family share loans ($159 thousand allocation increase), and a $1.1
million increase in criticized loans ($142 thousand incremental allocations).

     Fourth Quarter 2003 ($1,383 thousand provision) — The fourth quarter provision was
primarily driven by loan downgrades, which exceeded upgraded credits and other positive
factors. Net charge-offs of $846 thousand were accompanied by increased reserve
allocations for two downgraded credits: a retail grocery chain ($604 thousand) and a
cellular phone service provider ($477 thousand).

     First Quarter 2004 ($ -0- provision) — The growth in satisfactory loans required $190
thousand in additional reserves, largely driven by the increased single-family share loan
portfolio. Improved collateral assessments and operating performance on criticized credits
allowed $862 thousand in allocation reductions, though these were partially offset by $671
thousand in net charge-offs during the first quarter. The net effect was that a zero
provision was required in the quarter.

     Second Quarter 2004 ($1,340 thousand provision) Primarily due to downgrades of three
large loans NCB increased its reserve allocations by $1,747 thousand. These were partially
offset by the upgrading of a large retail grocery loan and reduced allocations on
satisfactory-rated credits of $387 thousand.

     Third Quarter 2004 ($1,047 thousand) — Growth in satisfactory-rated portfolio loans
required $323 thousand in incremental reserves. Criticized loans also grew during this
period by $5.6 million, requiring $587 thousand in increased reserve allocations, which was
the remaining primary influence on the third quarter provision.

     Fourth Quarter 2004 ($124 thousand provision) —The provision requirement was
primarily driven by an incremental reserve of $265 thousand to cover the downgrading to
Substandard of a large ($6.6 million) loan to an Alaskan Native Corporation. This was
somewhat offset by a specific reserve adjustment of $172 thousand on an impaired loan. The
growth of satisfactory rated cooperative share loans accounted for the remainder of the
provision requirement.

Page 5 of 11

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.

     Response: In purchasing the loans from the conduit NCB credited Cash and Debited
Portfolio Loans. NCB also had a warehouse of commercial loans that it was anticipating
selling into the conduit. When the conduit was terminated NCB transferred these loans back
into the portfolio (Debit Portfolio loans, Credit Warehouse loans).

     When the conduit was established there was no potential ability or requirement to
repurchase any loans sold into the conduit by NCB. The conduit was terminated at the
request of the owners of the conduit, at which point the loans were offered to NCB to
purchase.

Critical Accounting Policies

Allowance for Loan Losses, page 27

    9.

    Please tell u