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1st Constitution Bancorp Letterhead

August 3, 2005

Mr. John P. Nolan

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:

1ST Constitution Bancorp

Form 10-K filed March 24, 2005

File No. 0-32891

Dear Mr. Nolan:

This letter is in response to your comment letter dated July 20, 2005 with regard to the above-referenced filing.  Each comment in your letter is addressed below and is included for your review.

Form 10-K for Year ended December 31, 2004

Item 9A. “Controls and Procedures”, page 29.

1.

Tell us why you have not included Management’s annual report on internal control over financial reporting and the Attestation report of
the registered public accounting firm as required by Items 308(a) of Regulation S-K. Include this report in your amendment if necessary.

Response to question number 1.

The Company has not included
Management’s annual report on internal control over financial reporting and the
Attestation report of the
registered public accounting firm required by Items 308(a) and 308(b) of Regulation S-K because the Company is a non-accelerated filer and is therefore not required to include such reports in its annual report until the
Company’s first fiscal year ending on or after July 15, 2006. We call your attention to SEC Release Nos. 33-8545; 34-51293, which extended the compliance dates for non-accelerated filers such as the Company for the amendments to Items 308(a)
and 308(b) of Regulation S-K requiring such reports to be included in their annual reports.

Note 1, Summary of Significant Accounting Policies, page F-8

Segment Information, page F-12

2.

With respect to your accounting policies regarding segment information please explain to us the following:

Tell us why you have not provided the footnote disclosure for annual and interim periods required by paragraphs 25 to 33 of SFAS 131 for your mortgage banking operations

Explain how you determined if your mortgage banking operations qualify for segment reporting considering in 2004 the $1.4 million gain on sale of loans held for sale was 37% of net income of $3.8 million.

Explain why you have not discussed separately the operating results of your commercial and mortgage banking operations in Management Discussion and Analysis.

Revise relevant portions of your filing as necessary.

Response to question 2:

The Company acknowledges your comment and recognizes the reporting requirements of paragraphs 25 to 33 of SFAS 131. The Company directs the staff’s attention to the three-part definition of an Operating Segment as outlined in
paragraph 10 of SFAS 131 wherein subsection (a) defines a segment as engaging in a business activity that earns revenues and incurs expenses, subsection (b) explains the requirement for Operating Segment results of operations to be regularly
reviewed by the chief operating decision maker who makes decisions about resources to be allocated to the segment and assess its performance and subsection (c) which addresses the availability of discrete financial information for the Operating
Segment. The Company acknowledges that the operations of our Mortgage Department results in earned revenues and incurred expenses; however, the staff is advised that no discrete financial information is prepared for the Company’s Mortgage
Department on either an interim basis or an annual basis.  In addition, Mr. Robert F. Mangano, President and CEO of the Company, reviews aggregate financial reports and determines allocations of capital and resources to the various departments based
on his review of this aggregate financial data.  Therefore, we believe that the Company’s Mortgage Department does not meet the definition of an Operating Segment in accordance with paragraphs 10 – 15 of SFAS 131 and no segment information
is presented in Management’s Discussion and Analysis or disclosed in the consolidated financial statements.

2

Loans and Loans held for Sale, page F-9

3.

We refer to the statement that unearned income is recognized over the lives of the loans principally using the effective interest method. Please tell us what other methods
you are using to determine interest income, discuss the authoritative accounting literature that supports their use and quantify the effects on net income of using the other method(s) as compared to the effective yield method. Revise your accounting
and related disclosures if necessary.

Response to question number 3:

The Company acknowledges your comment and advises the staff that the effective interest method is the only method used in the recognition of unearned income over the lives of loans.

The Company respectfully requests that we be allowed to clarify this issue in future filings.

Critical Accounting Policies, Allowance for Loan Losses and Related Provision, page 22

4.

Please revise to include a breakdown of the charge-offs and recoveries by type of loan as specified in the tabular format in Section IV.A of Industry Guide 3.

Response to question 4:

The Company directs the staff’s attention to the table designated as Exhibit A, which includes a breakdown of the charge-offs and recoveries by type of loan as specified in the tabular format in Section IV.A of Industry Guide
3. The Company did not deem this disclosure to be material in nature due to the fact that the annual net charge-off/recovery amount never exceeded 0.07% of total average loans during the 2000-2004 period as presented.

The Company respectfully requests that we be allowed to present these disclosures in future filings.

5.

Please revise to disclose the specific factors that influenced management’s judgment in determining the amount of additions to the allowance through provisions
charged to operating expenses for each of the five years presented. Refer to Instruction (2) to Section IV.A of Industry Guide 3.

3

Response to questions number 5:

Management maintains the allowance for loan losses at a level that is considered adequate to absorb losses on existing loans based upon an evaluation of known and inherent risks in the portfolio. Additions to the allowance are
made by charges to the provision for loan losses. The evaluation considers a complete review of the following specific factors: historical losses by loan category, non-accrual loans, problem loans as identified through internal classifications,
collateral values, and the growth and size of the portfolio.  Additionally, current economic conditions and local real estate market conditions are considered.

The Company respectfully requests that we be allowed to clarify this in future filings.

6.

We refer to your statement in the first full paragraph on page 23 that management believes the quality of the loan portfolio remains sound and the provision for loan losses was determined primarily based on the manageable balance
of non-accrual loans and their assessment of economic conditions. Considering you have recorded provisions for loan losses of $240,000 during each of the last three fiscal years and of $60,000 during the three-months ended March 31, 2005,
please tell us and revise your filing to include an expanded discussion of the methodology and factors you used to determine that the allowance for loan losses inherent in the loan portfolio for each period presented.
Consider in your discussion the following factors, which appear to provide the basis for recording an additional increase to the allowance for loan losses:

The 34% increase in the Bank’s year end loan portfolio in 2004, considering the $220.1 million balance in 2004 as compared to $164.0 million for 2003.

The 54% increase in construction loans, which increased from $57 million in 2003 to $88 in 2004.

The changes in the risk characteristics of the loan portfolio in 2004 due to higher risk construction loans which accounted for 42% of the total loan portfolio in 2004, as compared to 35% in 2003 and 21% in 2002.

The 232% increase in non-performing assets of $1.1 million for 2004, as compared to $331,000 in 2003.

The risk characteristics of each specific category of non-performing loans, including an analysis as to their collateralization status based on recent appraisals. Discuss how actual changes and expected trends in non-performing
loans have affected the determination of the allowance.

4

Response to question number 6:

In addition to the factors recited in response 5, the methodology used in determining the provision is driven by the Company’s internal loan review process which is independent from loan origination, and is responsible for
producing the watch list.  The watch list includes loans that are assigned a rating of special mention, substandard, doubtful and loss. Loss factors range from 2.0% to 4.0% for special mention loans, 5% to 25% for substandard loans, and 30% to 70%
for doubtful loans depending on the type of credit. Special mention loans have potential weaknesses that deserve management’s close attention.  If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects.
Substandard loans have a well-defined weakness or weaknesses that may jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral
pledged, if any.  Doubtful loans have all the weaknesses inherent in substandard loans with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans rated as doubtful
in whole or in part are placed in nonaccrual status. Loss loans are considered uncollectible and are charged to the allowance for loan losses.

We acknowledge the staff’s comments of the 34% increase in the size of the loan portfolio in 2004, the 54% increase in the construction loan portfolio in 2004, the changes in the risk characteristics of the 2004 loan
portfolio due to higher risk construction loans, and the 232% increase in non-performing loans for 2004.  While the mathematical calculations are accurate, the Company’s experience with the growth of the loan portfolio and, in particular, the
construction loan portfolio remained sound. Loan losses for the three-year period (2002-2004), where the provision was unchanged, did not warrant any additional provisions. During this period the Company did not incur any losses within its
construction loan portfolio and had charge-offs net of recoveries of only $138,734 for the balance of the loan portfolio. The risk assessment of the growth in overall loan portfolio was also considered, but did not warrant an increase in the
provision. Additionally, it should be noted that the Company’s construction loan portfolio consists overwhelmingly of conservatively underwritten small residential projects located in diverse, geographic areas within the state, rather than the
riskier type of loans to develop speculative commercial properties.  (Please refer to Exhibit A which details the Company’s loss experience over the last five years, which indicates that there were no losses incurred within the Company’s
construction loan portfolio.)

Exclusive of the construction loan portfolio, the remaining commercial loan portfolio contains loans which are generally fully or partially secured by real estate. The Company does some unsecured commercial lending, but it is
insignificant in the total.

Concerning the staff’s comment relating to the increase in non-performing loans, the total amount only represented 0.50% of total loans, which were covered by an allowance ratio of 180.23%, and are predominantly fully secured
by real estate.  Therefore, even considering the increases noted, the level of the allowance was deemed to be more than adequate to protect against the inherent risks in the loan portfolio.

5

All but one of the seven loans comprising non-performing loans as of December 31, 2004 were secured by real estate, and their collateral status generally provided sufficient margin to protect against loss. The one loan that was
not secured by real estate was paid in full on July 6, 2005. The specific categories of the loans were: one lease loan in the amount of $63,130, two commercial loans in the amounts of $99,465 and $20,584, two commercial real estate loans
in the amounts of $120,159 and $306,866, one residential real estate loan in the amount of $408,508, and one home equity loan in the amount of $93,829. The outstanding balance in the non-performing loans did not change materially for
the first quarter 2005. Once loans become non-performing loans repayment of these loans is delayed primarily due to the time required for the litigation process including bankruptcy filings of the debtors, rather than the lack of adequate collateral
coverage to repay the indebtedness. See response 8 for a reconcilement of non-performing loans at 12/31/04 through 6/30/05. The 2004 increase in non-performing loans did not change the methodology in determining the allowance since these loans were
individually reviewed and in all cases were deemed to be adequately protected by the collateral securing the indebtedness.

7.

Tell us and revise the filing to describe your methodology for determining the amount of your loan loss allowance, including:

How you determined each element of the allowance based on a credit classification process that categorizes loans into risk categories.

Which loans are evaluated individually and which loans are evaluated as a group, considering the requirements of SFAS 5, as amended by SFAS 114

How you
determined both the allocated and unallocated portions of the allowance for
loan losses, and

How you determined the loss factors that you applied to graded loans to develop a general allowance.

Response to question number 7:

Our methodology for determining the amount of the loan loss allowance, as prescribed by SAB #102, includes the consideration of the factors noted in response 5 and the process described in response 6 above. The methodology
includes the segregation of the loan portfolio into loan types with a further segregation into risk rating categories, such as, special mention, substandard, doubtful and loss. This allows for an allocation of the allowance for loan losses by loan
type, however, the allowance is available to absorb any credit losses without restriction. Larger balance, non-homogeneous credits representing significant individual credit exposures are evaluated individually. The borrower’s overall financial
condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated. Based on these reviews, an estimate of probable losses for the individual larger-balanced credits are determined, whenever possible, and used to
establish reserves.

6

In general, for non-homogeneous loans not individually assessed, and for homogeneous groups, such as, residential mortgages and consumer credits, the loans are collectively evaluated based on delinquency status, loan type, and
industry historical losses. These loan groups are then internally risk rated. Non-homogeneous loans may be individually assigned to the watch list, and each of these loans is analyzed to determine the probable loss. Internal risk loss factors range
from 2.0% to 4.0% for special mention loans, 5% to 25% for substandard loans, and 30% to 70% for doubtful loans depending on the type of credit.  Impaired loans, per SFAS 114, are evaluated individually.  An unallocated portion of the allowance is
maintained to cover uncertainties that may affect the estimate of probable losses. This may include imprecise evaluations and economic uncertainty.

Loans are placed in a nonaccrual status when the ultimate collectibility of principal or interest, in whole or part, is in doubt. Past-due loans contractually past-due 90 days or more for either principal or interest are also
placed in nonaccrual status unless they are