SecProbe.io

February 15 , 2013

Via E -mail
Mr. John C. Grosvenor
First PacTrust Bancorp, Inc.
18500 Von Karman Ave., Suite 1100
Irvine, California 92612

Re: First PacTrust Bancorp, Inc.
Amendment No. 1 to Registration Statement on Form S -4
Filed February 6 , 2013
  File No. 333-185869
  Form 10 -K for the Year Ended December 31, 2011
  Filed March 30, 2012
  File No. 000-49806

Dear Mr. Grosvenor :

We have reviewed the above referenced filings  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 by amending your registration statement and providing th e
requested information .  Where we have requested changes in future filings, please include a draft
of your proposed disclosures that clearly identifies new or revised disclosures.  If you do not
believe our comments apply to your facts and circumstances o r do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Registrati on Statement on Form S -4
General

1. Please refer to your February 11, 2013 response to comment 1 of our January 30, 2013
letter and tell us specifically how you intend to meet the requirements of Regulation S -X
3-01(c).

2. Please include a recent development s section for the fiscal year ended 12/31/2012 which
includes summary results and credit quality statistics for both First PacTrust and PBOC.

John C. Grosvenor
First PacTrust Bancorp, Inc.
February 15 , 2013
Page 2

 Risk Factors
The market price of First PacTrus t common stock after the merger…, page 15

3. Please revise this risk factor to more specifically describe how “First PacTrust’s business
differs from that of PBOC,” including the difference in risk profiles, given First
PacTrust’s exposure to non -traditional mortgage products.

Information about Fi rst PacTrust, page 39

4. Please revise this section to address the significant portion of non -traditional lending
products in your portfolio.

Form 10 -K for Fiscal Year Ended December 31, 2011

Lending Activities, page 3

5. Please refer to your February 11, 2 013 response to comments 13 and 14 of our January
30, 2013 letter and revise future filings to address the following regarding your
nontraditional mortgage loans and HELOC’s:

 Please revise to provide an expanded discussion of your underwriting policies an d
procedures for your Green Accounts, disclosing loan to value ratios, FICO scores
and other significant metrics relied on in issuing them.  Also, please include
clarification here and throughout your filing that these are HELOC’s.

 Please revise to provid e an expanded discussion of the clearing account aspects of
your Green Accounts, including information on how borrowers are actually using
them.

 Please revise to disclose what the maximum credit limit on your Green Accounts is
expressed as a percentage of  the original loan to value ratio, as a percentage of the
current loan to value ratio, and as a percentage of the balance of loans that are at
their maximum credit limit to the current loan to value ratio.  Include a discussion of
these percentages.

 For your Green Accounts, please revise to disclose the number and amount of loans
that are current at year end that have remained so as a result of not making any
payments.  Disclose the amount of interest revenue recorded in the periods presented
on these lo ans that were not making payments and or that were making payments
that did not cover the accrued interest due.  Also, disclose the amount of interest
revenue recorded on interest only loans and on negative amortization loans where
the payments made did no t cover the accrued interest.

John C. Grosvenor
First PacTrust Bancorp, Inc.
February 15 , 2013
Page 3

  We note from your February 11, 2013 response that Green Accounts decreased
$21.1 million from December 31, 2011 to December 31, 2012 and that you attribute
$2.4 million of the decline to refinanced loans.  The other items that contributed to
the decrease were not quantified.  In order to increase transparency in this portfolio
segment, please revise to provide a roll -forward of it between periods that sets forth
the beginning balance, increases resulting from non -payment, n ew draws, pay
downs, refinances, charge -offs and payoffs, etc. and ending balance.  Absent this
level of disclosure, it is not clear to us how investors can see how borrower
behaviors are driving these loan balances.

 We note that the $219 million in outst anding Green Accounts at December 31, 2011
as set for th in your February 11, 2013 response does not appear to agree to th e
$247.5 million outstanding  as disclosed on page 3 of your Form 10 -K for the fiscal
year ended December 31, 2011.  We note similar di screpancies for your interest
only, negative amortization and HELCO loans.  Please reconcile the totals in your
response to the Form 10 -K.  See, for instance, pages 3 and 4 of the Form 10 -K.

6. Please refer to your February 11, 2013 response to comment 15 of our January 30, 2013
letter and revise future filings to address the following:

 Please revise the table in the overview section to include the percentage of each of
these products to your total loan portfolio, providing more clarity as to their
signifi cance.

 As requested in our comment, please revise to provide a tabular presentation of when
these products balloon or when they begin to amortize.  Presenting this information
by vintage maybe most useful.  Absent this information, it does not appear pos sible
for an investor to assess the repayment risks associated with these loan products and
when they may materialize.

7. Please refer to your February 11, 2013 response to comment 16 of our January 30, 2013
comment letter.  We note your assertion that the d isclosure referenced in our comment is
no longer applicable; however, based on the tabular information provided in the response
to our other comments , it is not clear to us how adopting the Call Report increased
transparency surrounding your Green Accounts .  Please revise future filings to discuss
the increased transparency referenced in your prior disclosure.   Alternatively, please tell
us specifically to what the reference referred and how your current disclosures reflect
increased transparency for these accounts.

8. Please refer to Annex C provided in your February 11, 2013 response and revise future
filings to address the following:

 Please revise to provide a more detailed discussion of how your risk management
policies and procedures allow you to a ssess and mitigate the risks associated with the

John C. Grosvenor
First PacTrust Bancorp, Inc.
February 15 , 2013
Page 4

 increased payment requirements of nontraditional mortgage loans and HELCO’s.
Your revisions should provide clarification as to how monitoring loan balances,
FICO scores, etc. enables you assess and mitigate these risks for each loan product.

 Please revise to provide a more detailed discussion of your stress testing procedures,
including which loans you perform this testing on, the risks they are intended to
mitigate and how they do so.  Describe how stress t esting an established loan enables
you to mitigate the risks.  Disclose how often you obtain refreshed FICO scores, debt
to income ratio information and how you are able to obtain and substantiate current
debt to income information from borrowers.  Include  summary information of these
statistics for each period presented, disclosing these ratios at loan issuance and at
each date refreshed information was obtained.

 For HELCO’s that are owned by other institutions, please revise to describe how you
apply t he information obtained from third party databases to your HELCO’s, the
frequency with which you do so and to quantify adjustments made to these loans as a
result of this process.

 Please revise to provide an expanded discussion of the monthly review and
management of your concentration of nontraditional mortgage loans and HELCO’s
that monitors these products against maximum concentration limits as set by your
board of directors.  Fo r each period presented, disclose what the concentration limits
are and how your portfolio complies with them.

9. We note on page 10 of your Form 10 -K you disclose, under the heading Consumer and
Other Real Estate Lending , that twice during 2011 you purchas ed third party appraisals
of every property in your residential loan portfolio.  Please revise future filings to address
the following:

 Please describe why you obtained these appraisals twice in 2011.  Revise here and in
the footnotes to the financial sta tements, as applicable, to disclose if this is your
accounting policy for assessing the value of the collateral underlying these loans.

 Please revise to specifically clarify on which loans you obtained these appraisals.

 Please revise to disclose and disc uss the results of these updates and how you used
them, including quantification of any adjustments made to the loan balances at each
date the appraisals were obtained.

We urge all persons who are responsible for the accuracy and adequacy of the disclosur e
in the filing to be certain that the filing s include the information the Securities Act of 1933 and
the Securities Exchange Act of 1934, and all Securities Act and Exchange Act rules, in each case
as applicable, require.   Since the company and its manage ment are in possession of all facts

John C. Grosvenor
First PacTrust Bancorp, Inc.
February 15 , 2013
Page 5

 relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from ta king any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of t he disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respe ctive responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any  amendment prior to the requested effective date of the
registration statement.

You may contact Paul Cline  at (202) 551 -3851 or John Nolan  at (202) 551 - 3492 if you
have questions regarding comments on the financial statements and related matters.  P lease
contact Kate McHale  at (202) 551 -3464 or me at (202) 551 -3698  with any other questions.

Sincerely,

 /s/Mark Webb

Mark Webb
Legal Branch Chief

cc. Via E -mail
 Matthew Guest, Esq.
 Wachtell, Lipton, Rosen, & Katz