SecProbe.io

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Mail Stop 4561
								August 25, 2005

Mr. Roy T. Brooks
President and CEO
Mountain Bank Holding Company
501 Roosevelt Avenue
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 your response letter dated
August 12, 2005 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 your response to our prior comment 2 and are unable to
concur that you have accomplished restatement of the quarterly
financial reports for the periods ended September 31, 2004, June
30,
2004, and March 31, 2004 in your Form 8-K filed March 9, 2005.
Based
on your filed Form 8-K Item 4.02 your previously filed Forms 10-Q
for
the above mentioned periods contain issued financial statements
that
should not be relied upon. Please revise these financial
statements
in accordance with paragraph 37 of APB 20 for the correction of an
error by filing amended Forms 10-Q, or tell us the authoritative
guidance you relied upon in determining that no further action is
required by you at this time.

2. We note your response to our prior comment 3 and are unable to
concur that the independent accountants` limited scope letter
filed
as Exhibit 7.01 fully complies with the requirements of Item
4.02(c)(2) of the Form 8-K. Please revise to file an amended
letter
that clearly identifies the statements in the Item 4.02 that the
independent accountant agrees with and, if not, the respects to
which
it does not agree.

3. Please tell us when you intend to file your amended Form 10-K
and
Forms 10-Q.

       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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