SecProbe.io

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Mail Stop 4561
								August 9, 2005

Mr. Roy T. Brooks
President and CEO
Mountain Bank Holding Company
501 Roosevelt Avanue
PO Box 98
Enumclaw, WA 98022

Re:	Mountain Bank Holding Company
	Item 4.02 Form 8-K
      Filed March 9, 2005
	File No. 000-28394

Dear Mr. Brooks:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  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.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure.  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.

1. We note that your independent accountants advised you of the
error
on January 21, 2005. Tell us how you determined that you were not
required to file a Form 8-K for this Item 4.02(b) within four days
of
this event.
2. Please tell us how you determined that you are not required to
restate your Quarterly Reports on Forms 10-Q for the periods ended
September 30, 2004, June 30, 2004, and March 31, 2004. You state
in
your Form 8-K that these financial statements should no longer be
relied upon.
3. Please revise Exhibit 7.01 in your amended filing to fully
comply
with the requirements of Item 4.02(c) (2). Specifically, we note
that
the letter provided by your independent accountants agrees only
with
the statements made in Item 4.02 concerning their firm.
4. You state in Item 9A of your 2004 Form 10-K that the president
and
chief executive officer and principal financial officer believe
that
you have appropriately modified your internal controls and
remediated
the material weakness as of December 31, 2004. Given that the
error
was discovered subsequent to yearend it is not clear to us how you
were able to do so and conclude that controls were effective as of
December 31, 2004. Accordingly, please restate Item 9A of your
Form
10-K to properly reflect your assessment of internal controls over
financial reporting and your identified material weakness as of
December 31, 2004. Also include updated certifications required by
the Sarbanes-Oxley Act of 2002 and an updated consent from your
independent accountants.
5. Tell us how you concluded in Item 9A of your 2004 Form 10-K
that
the restatement of these periods did not reflect a material
weakness
in your disclosure controls and procedures and call into question
your assertions on the effectiveness of your disclosure controls
or
procedures as of the end of your fiscal year, as required by Item
307
of Regulation S-K.

6. We note in this Form 8-K that the error was discovered
subsequent
to yearend, but in Note 1 of your 2004 10-K filing on page F-7 you
state that you determined the misstatement in the fourth quarter
of
2004. Tell us when the misstatement was discovered and revise your
filings to consistently disclose this information.

       As appropriate, please amend your filing and respond to
these
comments 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 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.

	If you have any questions, please call John Spitz at (202)
551-
3484.

							Sincerely,

							Amit Pande
							Assistant Chief Accountant
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Mr. Roy T. Brooks
Mountain Bank Holding Company
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