SecProbe.io

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<FILENAME>filename1.txt
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Mail Stop 4561
								August 3, 2005

Mr. William G. Knuff, III
Co-Chief Executive Officer and Chief Financial Officer
Sutter Holding Company, Inc.
220 Montgomery Street
Suite 2100
San Francisco, California 94104

Re:	Sutter Holding Company, Inc.
	Item 4.02 Form 8-K
      Filed April 1, 2005
	File No. 001-15733

Dear Mr. Knuff, III:

      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. Please amend your filing to fully comply with the disclosure
requirements of Item 4.02(a) of Form 8-K. Specifically state
whether
the audit committee, or the board of directors in the absence of
an
audit committee, or authorized officer or officers, discussed with
the independent accountant the matters disclosed in the filing.
2. Please amend your Form 8-K to more fully describe the
transactions
that resulted in your determination that your prior financial
statements should no longer be relied upon. Your current
disclosure
does not clearly describe the nature of the accounting error in
previously issued financial statements.
3. Tell us and revise your amended filing to disclose how you
determined that the impact of the accounting error only affected
the
Form 10-Q for the period ending September 30, 2004.
4. You state that the change in accounting for these past
transactions had no economic impact on your operations, but also
state that the result of this accounting error changed your net
income from $82K to a loss of $781K. Please revise your amended
Form
8-K to explain how you concluded that the correction of the
accounting error for these transactions had no economic impact on
your operating results.
5. We note you did not discover the accounting error resulting in
this restatement till March 2005. Tell us how you concluded in
Item
9A your 2004 Form 10-K that this restatement 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 period end.

       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. William G. Knuff, III
Sutter Holding Company, Inc.
Page 3 of 3

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