SecProbe.io

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                                [FMB LETTERHEAD]

March 25, 2005

VIA EDGAR

Jeffrey B. Werbitt, Esq.
Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: First Manitowoc Bancorp, Inc.
    Schedule 13E-3 filed on February 28, 2005
    File No. 005-80577

Dear Mr. Werbitt:

This letter responds to written comments of the staff (the "Staff") of the
Division of Corporation Finance of the Securities and Exchange Commission (the
"SEC") dated March 9, 2005, in connection with the Transaction Statement filed
by First Manitowoc Bancorp, Inc. ("FMB") on February 28, 2005 (the "Schedule
13E-3"). For your convenience, our responses are numbered to correspond with the
Staff's comments. Simultaneous with the delivery of this response letter, FMB is
filing an amendment to Schedule 13E-3 that includes conforming changes to the
Schedule 13E-3 and the Information Statement filed as an exhibit to the Schedule
13E-3 (collectively, the "Schedule 13E-3/A"). All page number references below
relate to the Schedule 13E-3/A.

RESPONSE TO COMMENT 1

The Schedule 13E-3 has been amended to incorporate by reference FMB's audited
financial statements for the fiscal year ended December 31, 2004, as included in
FMB's Annual Report on Form 10-K filed with the SEC on March 15, 2005.

RESPONSE TO COMMENT 2

FMB does not believe that either registration of the common stock of
Southeastern First Manitowoc Bancorp of Wisconsin, Inc. ("Southeastern") or an
exemption from registration is required for the issuance of shares by
Southeastern in connection with the transaction because the proposed issuance
does not involve an "offer," "offer for sale," "offer to sell" or a "sale"
within the meaning of Section 2(3) of the Securities Exchange Act of 1933.

In addition to the foregoing, we advise that under Wisconsin law, the merger of
a parent corporation into a wholly owned subsidiary may be consummated pursuant
to Section 180.1104 ("Section 1104") of Wisconsin Business Corporation Law
("WBCL") without the vote or consent of shareholders of either the parent or
subsidiary corporations. In addition, Wisconsin law does not provide appraisal
rights for the issuer corporation's shareholders where that issuer is

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Jeffrey B. Werbitt, Esq.
March 25, 2005
Page 2

merged into its subsidiary pursuant to Section 1104. Accordingly, in connection
with the proposed merger of FMB into Southeastern, Wisconsin law does not
require that FMB shareholders vote or otherwise consent to the merger or that
they be permitted to assert appraisal rights. Second, as demonstrated by the
foregoing description of Wisconsin law, the proposed transaction does not
require or permit the exercise of shareholder discretion with respect to any
investment decision. Third, following completion of the merger, each FMB
shareholder that continues as a shareholder of the surviving corporation will
have an essentially identical pro-rata interest in a successor entity identical
to that in which such shareholder had an interest prior to the merger. In
summary, there is no offer or offer to sell securities and no investment
decision to be made by any continuing shareholder.

In the absence of any right of any FMB shareholder to vote, exercise appraisal
rights, or take any discretionary action in connection with the merger, the
merger cannot be deemed to involve an "offer," offer for sale," "offer to sell"
or "sale" within the meaning of Section 2(3) of the 1933 Act. See Release
33-5316 (October 6, 1972) and In re Natomas Company (1980 WL 17900 (SEC
No-Action letter)). In reaching this conclusion, FMB is mindful of the
discussion in Release 33-5316, supra, concerning the applicability of Section
2(3) to certain short-form mergers. It appears, however, that the SEC's opinion
in the release is directed at a situation in which the minority shareholders of
a corporation to be merged into its parent will receive a disproportionate
ownership interest in the surviving corporation. That transaction would have
substantial economic consequences to the minority shareholders and is much
different than the transaction contemplated hereby, in which each FMB
shareholder who will be a continuing shareholder of the surviving corporation
will be in an identical economic position to that occupied prior to the
transaction.

RESPONSE TO COMMENT 3

The Schedule 13E-3 has been amended to include Southeastern as a filing person.

RESPONSE TO COMMENT 4

Item 13 of Schedule 13E-3 does not on its face require that an issuer provide
shareholders with summary financial information, but provides that the issuer
may elect to provide financial information in a summary format. FMB does not
plan to distribute summary financial information to shareholders because in the
absence of any investment decision to be made by shareholders it does not
believe FMB's financial statements will be material for purposes of the proposed
transaction or that shareholders would derive any material benefit from summary
data. FMB also believes that the costs to its shareholders of providing summary
financial information outweighs any marginal convenience to shareholders of
providing such information. This decision is further premised on the fact that
shareholders will not vote or exercise any other discretionary decision with
respect to the transaction.

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Jeffrey B. Werbitt, Esq.
March 25, 2005
Page 3

FMB also is aware of the guidance provided by the Staff in Telephone
Interpretation H.7 ("Interpretation H.7"), which interprets Instruction 1 to
Item 10 of Schedule T-O ("Instruction 1"). FMB does not believe Interpretation
H.7 is instructive for purposes of determining whether summary financial
information should be provided to FMB shareholders. As an initial matter,
Interpretation H.7 addresses the provision of financial statements of an
acquirer to target shareholders in a tender offer. In that circumstance, Staff
concluded that the acquirer's summarized financial information must be
distributed to target shareholders because the acquirer's financial information
was "considered material" to the target shareholders' consideration of the
tender offer. Notably, in the context of a tender offer, financial statements
are required only if "material to security holder's decision whether to sell,
tender or hold the securities sought." In addition, "[f]inancial statements are
not considered material when . . . the offer is for all outstanding securities
of the subject class." See, Instruction 2 to Item 10 of Schedule T-O.

The structure of the present transaction is not analogous to a tender offer in
which financial statements are material since, as noted previously, (i) FMB
shareholders have no "decision" to make regarding the sale, tender or holding of
FMB common stock, and (ii) the exchange or payment of cash for FMB shares occurs
pursuant to the terms of the transaction without action by the shareholders.
Further, because the transaction involves all outstanding shares of FMB common
stock, continuing shareholders will not have any different economic interest in
the surviving corporation following consummation of the transaction. As noted in
Response to Comment 2, each continuing shareholder's pro rata interest in the
surviving entity will be essentially identical to their interests in FMB prior
to the merger. Moreover, each remaining shareholder will hold that continuing
interest in exactly the same basket of assets and liabilities following the
merger (less only the cash paid to redeem less than 3% of the previously
outstanding shares). Under these facts, FMB does not believe its financial
statements are material for purposes of Interpretation H.7, and has concluded
that it is in the best interest of its shareholders not to incur the costs of
providing summary financial information that does not in any way impact the
proposed transaction or benefit shareholders.

RESPONSE TO COMMENT 5

Item 1010(b) requires the furnishing of pro forma financial information to
shareholders only "if material." FMB does not plan to include or incorporate pro
forma financial information for itself or the surviving corporation in the
materials distributed to shareholders. FMB does recognize that the anticipated
savings realized by the surviving corporation due to the termination of
registration with the SEC would be reflected in pro forma financial information,
and that this data may be of interest to FMB shareholders who receive shares of
the surviving corporation's common stock. Nevertheless, FMB does not believe
such data rises to the level of materiality contemplated by Item 1010(b) because
such information is not pertinent to shareholders in connection with the
proposed transaction because of the absence of any investment decision on their
part and for the other reasons discussed above in Response to Comment 4.

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Jeffrey B. Werbitt, Esq.
March 25, 2005
Page 4

RESPONSE TO COMMENT 6

FMB disclosed select information regarding the executive officers and directors
of FMB in accordance with General Instruction C(a) of Schedule 13E-3 and Item
1003(a) of Regulation M-A, which states in relevant part: "Also state the name
and address of each person specified in Instruction C to the schedule."

FMB does not believe that all of its directors and executive officers should be
reflected as filing persons. As stated on page 17 of the Information Statement,
the executive officers and directors of FMB who are shareholders of FMB will
participate in the merger in exactly the same manner and to the same extent as
all other shareholders of FMB. Like all other continuing shareholders after the
merger, these executive officers and directors will continue with their same
respective proportionate ownership interests in the surviving corporation
(except to the extent that their interests, like those of all other continuing
shareholders, will increase slightly and proportionally as the result of
redemption of less than 3% of the previously outstanding shares of FMB common
stock). For these reasons, FMB does not believe that its executive officers and
directors are "participants" in the merger and should not be considered filing
persons.

RESPONSE TO COMMENT 7

FMB has revised the Information Statement to (i) identify FMB's board of
directors as the body which determined the consideration to be offered to
redeeming security holders, and (ii) disclose the criteria and information
considered by the FMB board of directors in determining the amount and fairness
of the value per share payable to such shareholders.

RESPONSE TO COMMENT 8

FMB has revised the Information Statement to reflect that K. Thor Lundgren, Esq.
of Michael Best & Friedrich, LLP, FMB's outside corporate counsel, provided
FMB's board of directors with a forecast of potential savings that could result
from FMB termination of registration with the SEC based on discussions with
FMB's management, and that Mr. Blaha of Wipfli LLP, FMB's independent registered
public accounting firm, concurred with Mr. Lundgren's statements.

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Jeffrey B. Werbitt, Esq.
March 25, 2005
Page 5

RESPONSE TO COMMENT 9

FMB will deliver to the Staff promptly following the filing of this response
letter, a copy of the power point presentation which accompanied the February 1,
2005 oral presentation made by American Appraisal to the FMB board of directors.
FMB also will deliver copies of the preliminary valuation report and
accompanying exhibits which were subsequently provided by American Appraisal to
FMB in support of its February 1 oral presentation. Since December 31, 2004 was
more than three months in advance of the anticipated date of the merger and
since they were to perform subsequent valuations, American Appraisal did not put
the initial valuation report or presentation materials into final form.

All of these materials (and the oral presentation at the February 1, 2005 FMB
board of directors meeting) were premised on a valuation date of December 31,
2004. The valuation approaches and methodologies employed for purposes of the
oral report and related written materials were in all material respects
identical with those employed for the subsequent, updated, valuations provided
by American Appraisal and are as disclosed and discussed in the "Summary Report
of Financial Advisor" section of the Information Statement for those subsequent
valuations. The only differences between the subsequent valuation opinions and
the original oral report were (i) the updating of numbers necessary to provide
for a more current valuation, and (ii) the FMB board of directors' direction to
American Appraisal that, unlike the December 31, 2004 valuation, subsequent per
share valuations should not be rounded down. As presented in the December 31,
2004 valuation for purposes of the February 1, 2005 oral report, American
Appraisal had rounded its per share value conclusion down from $19.43 per share
to $19.00 per share to compensate for the inherent lack of precision in all
valuation methodologies. The FMB board of directors requested that American
Appraisal not round down in its subsequent valuation opinions because of the
board of directors' desire to assure fairness to shareholders receiving cash
consideration.

Since there were no other changes in the valuation approach or methodologies,
and since the initial oral valuation had been based on numbers that are no
longer current, FMB believes that discussion of the initial oral report in
greater detail would be duplicative, provide no additional benefit to
shareholders, and could potentially lead to confusion by introducing a lower,
and no longer current or applicable, share value into the discussion.

<PAGE>

Jeffrey B. Werbitt, Esq.
March 25, 2005
Page 6

RESPONSE TO COMMENT 10

FMB has revised the Information Statement to include a disclosure by
Southeastern regarding its belief that the transaction is fair to shareholders,
and that it has relied upon the analysis of FMB's board of directors and
American Appraisal's valuation report.

RESPONSE TO COMMENT 11

FMB has expanded the disclosure regarding the valuation methodologies that were
not considered by FMB's board of directors. Please see page 15 of the
Information Statement.

RESPONSE TO COMMENT 12

As noted on page 15 of the Information Statement, FMB's board does not believe
that a going-concern value for FMB's common stock can be determined using a
single valuation methodology. FMB's board of directors believes that the blended
valuation methodology undertaken by American Appraisal provides a more accurate
reflection of FMB's going concern value than applying a single methodology to
determine going concern value, and further believes that such blended method is
fairer to shareholders who are to receive cash consideration in the transaction.
The filing persons have adopted the determination of FMB's board of directors.

In general, American Appraisal valued FMB's common stock under the assumption
that FMB's business operation will continue as a going concern following
consummation of the merger. Because going concern valuation is an element of the
analysis performed in connection with the Income Approach and Market Approach,
these approaches reflect that FMB as a whole, as a result of its income
generating capacity, has a greater value than the value of the sum of its parts
in the event of liquidation. FMB's board of directors did consider the going
concern value as one, among other, elements of the ultimate valuation determined
by American Appraisal, accepting American Appraisal's view that the going
concern value was adequately reflected by American Appraisal's application of
the Income Approach and Market Approach to valuation.

COMMENT 13

FMB has revised the Information Statement to include each of Southeastern's and
FMB's analysis of the procedural an