SecProbe.io

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Mail Stop 4561

								July 22, 2005

By U.S. Mail and facsimile to (804) 934-9299

Mr. Donald Lafler
Chief Financial Officer
Pacific Capital Bancorp
1021 Anacapa Street
Santa Barbara, CA 93101

Re: 	Pacific Capital Bancorp
      	Forms 8-K filed June 21, 2005 and July 15, 2005
      	File No. 0-11113

Dear Mr. Lafler:

      We have reviewed your filings and have the following
comment.
Where indicated, we think you should revise your document in
response
to this comment.  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.

	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 comment or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. Please amend your Form 8-K filed on July 15, 2005 to fully
comply
with the requirements of Item 304(a)(2) of Regulation S-K.  In
making
any disclosures about consultation with your new accountant,
please
ensure you disclose any consultations up through the date of
engagement.

       As appropriate, please amend your filing and respond to
this
comment within five business days or tell us when you will provide
us
with a response.  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 information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and response to our
comment.

   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.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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 direct any questions regarding this comment to me at (202)
551-3426.

								Sincerely,

								Angela Jackson
								Staff Accountant
??

(..continued)

Mr. Donald Lafler
Pacific Capital Bancorp
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