SecProbe.io

April 18 , 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. 2  to Registration Statement on Form S -4
Filed April 11 , 2013
  File No. 333-185869
  Form 10 -K for the Year Ended December 31, 2012
  Filed March 28, 2013
  File No. 001-35522

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

Legality Opinion; Exhibit 5.1

1. Please revise the legality opinion to remove the assumptions in the first complete
sentence on page 2.   Counsel  cannot assume that upon  which they have been asked to
opine.  See Staff Legal Bulletin  19 (October 14, 2011).

John C. Grosvenor
First PacTrust Bancorp, Inc.
April 18 , 2013
Page 2

 Form 10 -K for Fiscal Period Ended December 31, 2012

Lending Activities, page 7

2. Please refer to the response to comment 5 of our February 15, 2013 letter and address the
following:

 Please revise future filings to specifically disclose why the revisions made in
response to the bullet points in this comment do not include comparable
information for earlier periods.

 We note that you refer to your second lien home equity lines of credi t as HEL OCs
and that you refer to your Green Accounts, which are first lien home equity lines
of credit, as real estate 1 -4 family first mortgages in your tabular loan portfolio
disclosures and related discussions.   Given the significant difference in the credit
risks between 1 -4 family first mortgages and  1-4 family first mortgage HELOC s,
please revise your tabular loan portfolio presentations and discussions in future
filings to clearly s et forth Green Accounts as HELOC s.

We urge all persons who are resp onsible for the accuracy and adequacy of the disclosure
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 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.

Notwithstanding our comments, in the even t 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 e ffective, it does not foreclose the Commission from taking 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 the 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 reque sts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

John C. Grosvenor
First PacTrust Bancorp, Inc.
April 18 , 2013
Page 3

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securitie s 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 effectiv e 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.  Please
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