SecProbe.io

June 17, 2011
 Via Email

Christopher D. Maher Chief Executive Officer Patriot National Bancorp, Inc. 900 Bedford Street Stamford, CT 06901
Re: Patriot National Bancorp, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 23, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 13, 2011 File No. 000-29599

Dear Mr. Maher:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2010

 General

1. It appears you have not held an annual m eeting since 2009.  Please tell us why you have
not held an annual meeting since 2009 a nd whether you have complied with NASDAQ
listing rules and state law.  We not e you held a special meeting in 2010.
 Recent Legislative Developments, page 11

2. We note you entered into an agreement with the Federal Reserve Bank of New York in
June 2010.  Please tell us how you concluded you were not required to disclose the

Christopher D. Maher Patriot National Bancorp, Inc. June 17, 2011 Page 2

 existence of this agreement when it was entered into, including why the entry into the
agreement did not necessitate  an Item 1.01 Form 8-K.

3. We note your disclosure on page 11 that you en tered into formal written agreements with
the OCC and the Federal Reserve Bank during 2009 and 2010.  Please tell  us the specific
pending/completed improvements you made to your policies, procedures, and processes
and if they are reasonably likely to materially  impact the operating performance, financial
condition, cash flows or liquidity of the comp any as a result of the application of these
policies, procedures, and proce sses.  Confirm that you will continue to update the status
of the agreements in your curren t, periodic and annual filings.

Item 8.  Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

 Note 1.  Nature and Operations and Su mmary of Significant Accounting Policies

Allowance for Loan Losses, page 12

4. We note your disclosure on page 13 concer ning appraisals and disposition discount
adjustments made to real estate appraisals on collateral dependent impaired loans.  Please
tell us and revise future f ilings to disclose how often you obtain updated appraisals for
your collateral dependent loans.  If this po licy varies by loan type please disclose that
also.  Further, please describe in detail th e disposition discount adjustments you make to
the appraised values, including those made as  a result of outdated appraisals.  Discuss
how you consider the potential for outdated appraisal values in your determination of the
allowance for loan losses.
 Note 4.  Loans Receivable and Allowance for Loan Losses, page 25

5. We note your portfolio segments and classes of  financing receivables appear to be the
same for purposes of providing the disclosu res required by ASU 2010-20.  Please tell us
how you considered paragraphs 310-10- 55-16 through 310-10-55- 18 and 310-10-55-22
when determining that further disaggrega tion of your portfolio segments was not
necessary.  Confirm to us, if true, that the classes presente d are at the level management
uses to assess and monitor the risk and performance of the portfolio.
6. Please revise future filings to disclose the information required by ASC 310-10-50-
11B.a.2 and ASC 310-10-50-11B.b for each peri od for which results of operations are
presented.

Christopher D. Maher Patriot National Bancorp, Inc. June 17, 2011 Page 3

 Form 10-Q for Fiscal Quarter Ended March 31, 2011

 Item 2.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Financial Condition

Allowance for Loan Losses, page 35

7. We note your disclosure that you recorded a provision for loan losses of $6.0 million and
net charge-offs of $3.4 million in accordance with the transfer of loans to held-for-sale in
connection with the bulk loan  sale.  Please tell us the following concerning the assets
included in the bulk loan sale at December 31, 2010:

 The portfolio segments and classes the lo ans integrated into the bulk loan sale
portfolio were included in;

 The amount of impaired loans included in the bulk loan sale portfolio, the amount for
which there was a related ALL, the amount  of the ALL and the amount for which
there was no ALL;

 The recorded investment in nonaccrual fina ncing receivables in the bulk loan sale
portfolio;

 The recorded investment in 90 days + a nd still accruing in the bulk loan sale
portfolio;

 An age analysis of past due financing r eceivables included in the bulk loan sale
portfolio; and

 A timeline from December 31, 2010 to the time of  sale that resulted in your decision
to record charge-offs and the provision for lo an losses specifically attributable to the
bulk loan sale portfolio.  Please include a ny triggering events or  any other facts and
circumstances during that timeline that infl uenced your decision.  Please be specific
and detailed in your timeline.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:

Christopher D. Maher Patriot National Bancorp, Inc. June 17, 2011 Page 4

  the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Dave Irving, St aff Accountant, at (202) 551 -3321 or John Nolan, Senior
Assistant Chief Accountant, at  (202) 551-3492 if you have questi ons regarding comments on the
financial statements and related matters.  Plea se contact Matt McNair, St aff Attorney, at (202)
551-3583 or me at (202) 551-3419 with any other questions.

Sincerely,
   /s/  Christian Windsor
Christian Windsor Special Counsel