SecProbe.io

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      August 25, 2005

Mail Stop 4561

Mr. Cornelius Stam
Chief Financial Officer
JCM Partners, LLC
2151 Salvio Street, Suite 325
Concord, CA 94520

Re:	JCM Partners, LLC
	Form 10-K for the year ended December 31, 2004
      Filed March 31, 2005
	File No. 0-32653

Dear Mr. Stam:

      We have reviewed your response letter dated August 19, 2005
and
have the following additional comments.  In our comments, we ask
you
to provide us with 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Consolidated Financial Statements

Consolidated Balance Sheets, page F-3

1. We have read your response to prior comment 1.  We note that
the
Class 1 and Class 2 Units are classified as "Redeemable Units" and
you have not presented a total of permanent equity and Redeemable
Units.  However, in order to add transparency to your disclosure,
please confirm to us that you will revise your future filings to
classify the Class 1 and Class 2 Redeemable Units in a category
separate from liabilities, members` units and retained earnings.

2. Further to our previous comment, we note that since the Board
of
Managers would first have to approve a change of control
transaction
before the holders of Series B Preferred Units would be able to
exercise their put rights, you believe that the Series B Preferred
Units are not redeemable at the option of the holder.  However,
pursuant to EITF D-98, any provision that requires approval by the
Board of Managers cannot be assumed to be within your control.  In
light of the beneficial ownership of your Series B Preferred Units
disclosed in your Definitive Proxy Statement filed May 2, 2005,
please advise us how you considered whether the beneficial owners
who
are also members of your Board of Managers control a majority of
the
votes of the Board of Managers through direct representation or
through other rights.  In that regard, please clarify whether any
triggering event outside of your control could result in Series B
Preferred Unit holders controlling the Board of Managers.

Consolidated Statements of Operations, page F-4

3. We have reviewed your response to prior comment 2 and it
remains
unclear whether you considered EITF 03-6 in your response,
especially
as it relates to paragraph 21.  In light of this guidance, please
tell us the impact utilizing the two-class method would have on
basic
earnings per share for each annual and interim period.  Finally,
please revise your statements of operations if the impact is
material
or explain how you evaluated the materiality quantitatively and
qualitatively if you do not revise.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your responses to our comments.

      You may contact Rachel Zablow, Staff Accountant, at (202)
551-
3428 or the undersigned at (202) 551-3403 if you have questions.

						Sincerely,

Steven Jacobs
Accounting Branch Chief
Mr. Cornelius Stam
JCM Partners, LLC
August 25, 2005
Page 1

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