SecProbe.io

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                                [FMB LETTERHEAD]

MAY 10, 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/A filed on March 25, 2005
     File No. 005-80577

Dear Mr. Werbitt:

This letter is submitted by First Manitowoc Bancorp, Inc. ("FMB") in response to
written comments of the staff (the "Staff") of the Division of Corporation
Finance of the Securities and Exchange Commission (the "SEC") dated April 5,
2005, in connection with the Transaction Statement filed by FMB on February 28,
2005, as amended by Schedule 13E-3/A filed with the SEC on March 25, 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
letter, we have filed with the SEC Amendment No. 2 (the "Second Amendment") to
Schedule 13E-3 that includes conforming changes to the Schedule 13E-3.

I.  INTRODUCTION

In conducting its review of the proposed transaction, it is critical that the
Staff recognize two key factors which distinguish this merger from the typical
going private transaction. First, the merger complies with Wisconsin state law,
which specifically authorizes the merger of a parent corporation into its wholly
owned subsidiary without approval of the parent corporation's shareholders.
Second and more importantly, following the merger no individual or group will
hold a materially different interest in the surviving corporation than the
interest previously held in FMB. As Staff is aware from our previous submission,
the transaction will result in the redemption of less than 3% of FMB's
outstanding common stock. All continuing shareholders, whether affiliated or
unaffiliated, will be treated in the same manner and no individual or group,
whether affiliated or unaffiliated will obtain a materially different ownership
interest in the continuing enterprise than was held previously in FMB. As a
result, the only material effect of this transaction is to allow the continuing
enterprise to reduce expenses by terminating its registration with the SEC.

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II.  COMMENT RESPONSES

RESPONSE TO COMMENT 1

1. First, as stated in our letter of March 25, 2005, the transaction does not
involve an "offer," "offer for sale," "offer to sell" or "sale" within the
meaning of Section 2(a)(3) of the Securities Act of 1933 (the "Act"). Second, a
central tenet of both Release 33-5316 and In Re Natomas is that a transaction in
which:

         (i) shareholders have no right to vote, exercise appraisal rights or to
take any discretionary action in connection with the transaction, and

         (ii) there is no substantial economic consequence to the
shareholders,

does not involve an offer or sale within the meaning of the Act.

In the instant transaction, each of the above elements is satisfied. Our letter
of March 25, 2005, informed you that Wisconsin law does not grant a right to
shareholders to vote on a transaction of this type nor does it provide appraisal
rights. With respect to the economic posture, continuing shareholders will be in
the same economic position as they were prior to completion of the transaction
because FMB is paying from its balance sheet fair value for the shares that will
be cashed out in the merger. The economic interest of continuing shareholders
will not change in any meaningful way.

The Natomas matter involved facts quite similar to those in the instant case.
Natomas shareholders did not possess the right to vote upon the
parent-subsidiary merger nor did shareholders have any appraisal rights. The SEC
did not take any action regarding Natomas' position that the transaction was not
subject to Section 2(a)(3) of the Act.

FMB's circumstances should be contrasted with those noted by the SEC where a
different result may ensue. That is, where shares are exchanged for a
"disproportionate ownership interest" or there is "substantial economic
consequence" to shareholders. Natomas.

In addition, the SEC has consistently recognized that transactions similar to
the instant case are outside regulatory action. See Daisy Systems Corporation
(April 10, 1989) '89-'90 CCH Federal Securities Law Reporter P. 79,314
(hereafter "CCH") wherein the SEC declined to take action in connection with an
exchange of debentures, stating: "In arriving at these positions, we have noted
in particular your representations that, under the terms of the Indenture: (1)
holders of the Cadnetix Debentures do not have any right to vote upon the
merger..."

In an analogous situation in Equitable Life Mortgage and Realty Investors
(December 23, 1982) '81-'82 CCH P. 77,353 the SEC took no action with regard to
the merger of an 81% owned entity which would be accomplished by written consent
without a meeting of shareholders. In its no action letter, the SEC stated its
primary rationale for declining to take action as follows. "In arriving at this
position, we have noted particularly that, for all practical purposes, holders
of the common shares of Telmari will have no investment decision to make with
respect to the shares of new Telmari..."

The rationale behind these and other publicly available transactions where no
action was taken is understandable, since: (i) there is no investment decision
requested of shareholders, and (ii)

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the interest of shareholders in the continuing entity is identical (in our case)
or virtually identical to their interest in the original entity.

Finally, as stated in our previous letter, all aspects of the business,
management and operations of FMB will continue absolutely unchanged by reason of
the merger. There will be no difference in the company's structure, management,
or operations post-transaction, except that FMB will no longer be a reporting
company.

We note collaterally that one of the central purposes of Rule 145, as adopted by
Release 33-5316, is "to inhibit the creation of public markets in securities of
issues about which adequate current information is not available to the public."
In this transaction, FMB is utilizing a state statute to permit it to withdraw
from the public markets under Rule 12g-4 under the Securities Exchange Act of
1934. Accordingly, to interpret Release 33-5316 to require registration of the
shares being issued in this transaction would further be wholly inconsistent
with that purpose.

In addition, we are of the opinion that Section 3(a)(9) of the Act provides
further support for our position. That statute exempts from registration
securities "...exchanged by an issuer with its existing security holders..." In
this regard, we call your attention to Daisy Systems Corporation, (April 10,
1989) '89-'90 CCH P. 79,314 (wherein the commission "noted in particular"
holders of the securities to be exchanged "...do not have any right to vote upon
the merger..." and Bacardi Corporation (April 17, 1980) 1980 CCH P. 76,379. Note
that no commission or other remuneration is being paid by FMB in connection with
the exchange of shares.

Our counsel has advised FMB that the transaction does not involve an "offer,"
"offer for sale," "offer to sell" or "sale" within the meaning of Section
2(a)(3) of the 1933 Act and is in any event exempt under Section 3(a)(9)
thereof. We intend to proceed with the transaction on that basis without
registration of the surviving company's shares.

RESPONSE TO COMMENT 2

FMB has revised the Information Statement to include the summary financial
information described in Item 1010 of Regulation M-A under the Securities
Exchange Act of 1934, as amended. See page 43 of the Information Statement.

RESPONSE TO COMMENT 3

As the table set forth in the previously filed 13E-3/A and on page 39 of the
Second Amendment, each of the executive officers and directors of FMB will be
continuing shareholders, with the exception of Mr. Thomas Bare, Mr. John
Nordstrom and Ms. Rachel Weigert. The 100 shares and 528 shares of FMB common
stock held of record by Mr. Nordstrom and Ms. Weigert, respectively, will be
fully redeemed on the same terms as all other shareholders below the threshold,
as will the 300 shares held by Mr. Bare in a discrete account.(1)(2) To the
knowledge of

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(1) Mr. Bare owns an additional 586,833 shares of FMB common stock which are
held directly or indirectly in blocks of 1,000 shares or more.

(2) The regulations of the Office of the Comptroller of the Currency (the "OCC")
require that individuals who serve on the Board of the holding company of a
national bank own shares of the holding company with an aggregate fair market
value of not less than $1,000 as a condition to serving of such board. Mr.
Bare's other stock ownership which will be exchanged for shares of the surviving
corporation, meets the OCC's minimum equity holding requirement for holding
company directors; however, the surviving corporation intends to sell to Mr.
Nordstrom that number of shares required to meet the OCC's minimum equity
holding requirement at the same price paid to redeeming shareholders(i.e. if the
price paid redeeming shareholders is $19.60 per share, Mr. Nordstrom would
purchase 52 shares at a total price of $1,019.20) immediately following the
merger so that he may continue to serve as a director of the surviving
corporation.

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FMB, each of the FMB executive officers and directors who hold more than 1,000
shares of FMB common stock held 1,000 or more shares prior to contemplation of
the transaction. None of FMB's executive officers and directors purchased or
otherwise received shares since the contemplation of this transaction to meet
the threshold amount of a continuing shareholder.

RESPONSE TO COMMENT 4

As FMB makes clear in its disclosure on page 9 of the previously filed Schedule
13E-3/A, the board of directors of FMB (the "Board") considered a number of
factors in arriving at a per share price. The factors previously set forth in
the Information Statement as considered by the Board included: (i) the appraised
share value as determined by American Appraisal in its fair value assessment,
(ii) the historical trading price range for the stock during the past year,
(iii) the thinness of the stock's trading market, (iv) the particularly illiquid
nature of the market for small lot trades, and (v) fairness to both the
redeeming and continuing shareholders. Fairness was a critical element in the
determination to pay redeeming shareholders a premium over the appraised share
value arrived at by American Appraisal. The amount of that additional premium
and its fairness were determined within the judgment of the Board and as such
are not susceptible to specific quantification. The preceding factors, together
with all of the other factors discussed in the Information Statement and the
report of American Appraisal, formed the basis for the Board's good faith
determination of value, including the premium amount. We have added a lead-in
phrase to page 9 of the Information Statement to underscore this position.

RESPONSE TO COMMENTS 5

You have asked "why [net book value, liquidation value or pre-merger going
concern value] cannot be indicative of the value of the company." FMB does not
take the position that such values cannot be "indicative" of the value of the
company, only that they were not the most accurate indicators of the value of
FMB. Indeed, the Board, in accordance with the recommendation of its
independent, expert, financial consultant, American Appraisal, concluded that
the indications of value used by American Appraisal were the most appropriate
given the structure of this transaction. Bear in mind that Item 1014 of
Regulation M-A states that the importance of a particular factor in "determining
the fairness of a transaction and . . . the weight, if any, that should be given
them in a particular context will vary." In the context of this transaction, the
Board determined that net book value, liquidation value and pre-merger going
concern value calculations independent of mitigating methodologies would distort
the value of FMB by undervaluing the company - a result inconsistent with the
Board's desire to assure fairness to the redeeming shareholders. Consequently,
in consultation with American Appraisal, the Board determined that while it was
appropriate to consider net book value, liquidation value and pre-merger going
concern value, the most applicable valuation methodologies employed by American
Appraisal were the appropriate means of arriving at a fair and fully valued
indication of FMB's value.

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As we previously advised the Staff, the Board, after considering American
Appraisal's report and comments, concluded that use of a single valuation
approach would result in underestimating FMB's value. In the case of book value,
it is generally understood that book value is not indicative of the market value
of an ongoing business. The Board believed this failure to account for FMB as an
ongoing enterprise would cause a book value approach to undervalue FMB. For the
benefit of the Staff, book value is generally defined as the original cost of an
asset less accumulated depreciation, depletion or amortization.

Likewise, it is generally recognized that going concern value is likely to
underestimate the value if applied as a discrete valuation method. We note for
the Staff's benefit, however, that as applied to FMB this method would clearly
underestimate value because it would not reflect the reduction in operating
expenses due to the reduction in compliance costs expected to be realized by the
business on a going forward basis. In this regard, we reiterate our response to
previous Comment 12 and direct the Staff's attention to the statement on page 15
of the previously filed Information Statement: "FMB's Board 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."

With respect to liquidation value, we believe it is generally understood that
the value of an ongoing business is greater than the value of its independent
parts. To further explain this result, we reiterate our response to previous
Comment 12: "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 did consider the post-merger
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.

The Board relied on American Appraisal's expert advice in reaching its decision
not to give weight to net book value, liquidation value or pre-merger going
concern value because the Board believed those methods would have undervalued
the company to the detriment of redeeming shareholders. The Board further
exercised its judgment to apply a further modest premium (in excess of the
approximately 23% increase the per share v