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SEC Correspondence

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

February 11, 2013

 VIA HAND DELIVERY AND EDGAR

 Mr. Mark S. Webb

Legal Branch Chief

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
First PacTrust Bancorp, Inc.

Registration Statement on Form S-4

Filed January 3, 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. Webb:

 On behalf of First PacTrust Bancorp, Inc. (the “Company”), and in response to the comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company’s registration statement on Form S-4 filed with the Commission on January 3, 2013 (as amended, the
“Registration Statement”) contained in your letter dated January 30, 2013 (the “Comment Letter”), we are submitting this letter containing the Company’s responses to the Comment Letter. This letter
supplements the Company’s initial responses to comments 13 through 17 of the Comment Letter, which initial responses were contained in the letter to you dated February 5, 2013 (the “Initial Response Letter”). No changes
have been made to the previously submitted responses to comments 1 through 12 of the Comment Letter. In connection with the Initial Response Letter, the Company filed an amendment to the Registration Statement (“Amendment
No. 1”) on the date of the Initial Response Letter.

 The responses set forth in this letter are numbered to
correspond to the numbered comments in the Comment Letter. For your convenience, we have set out the text of the comments from the Comment Letter followed by our response. Page numbers referenced in the responses refer to page numbers in Amendment
No. 1.

 Mark S. Webb

 United States Securities and Exchange Commission

 February 11, 2013

 Page
 2

 Registration Statement on Form S-4

General

1.
Please consider the updating requirements of Regulation S-X 3-12 and tell us how you intend to satisfy them.

RESPONSE: We respectfully advise the Staff that the Company has considered and reviewed in detail the updating requirements
of Regulation S-X 3-12. Presently, the Company intends to request that the Registration Statement be declared effective, and to mail the related proxy statement/prospectus in accordance with the Commission’s rules and regulations, on or prior
to February 14, 2013. If the Registration Statement is not declared effective, or if the Company is unable to mail the related proxy statement/prospectus, on or prior to February 14, 2013 and the Company does not meet the conditions
prescribed under Regulation S-X, Rule 3-01(c), then the Company will update the financial statements contained in the Registration Statement, in accordance with the rules and regulations of the Commission, including Regulation S-X 3-12, by
subsequent amendment thereto.

2.
Please confirm, if true, that PBOC’s financial projections have not been provided to First Pactrust.

RESPONSE: The Company confirms that it has not been provided PBOC’s financial projections.

Risk Factors, page 31

3.
Please move this section in its entirety so that it is located directly after the Summary. Refer to Item 503(c) of Regulation S-K.

RESPONSE: The Registration Statement has been revised in response to the Staff’s comment. The Risk Factors section can
now be found on page 15, directly after the Summary.

 The completion of the merger may trigger change in control provisions, page 33

4.
We note that First PacTrust has entered into many agreements to avoid the triggering of these provisions; please elaborate on why you view this as a potential risk,
what parties have not entered into an agreement and what the potential liability may be if they do not.

RESPONSE: The Registration Statement has been revised on page 17 in response to the Staff’s comment, by deleting
this risk factor.

 2

 Mark S. Webb

 United States Securities and Exchange Commission

 February 11, 2013

 Page
 3

 The Merger, page 40

5.
Please do not qualify your discussion in this section; although you may refer investors to the agreement for more detailed information, you must provide the material
terms of the agreement in this section.

 RESPONSE: The Registration Statement has been revised
on page 41 in response to the Staff’s comment.

 Recommendation of PBOC’s Board of Directors, page 43

6.
Please supplementally provide to the staff the board books or other materials, including projections, the boards considered in making their recommendations to
shareholders.

 RESPONSE: The presentation materials prepared by Milestone Advisors, LLC in
connection with its opinion, dated August 21, 2012, to PBOC’s board of directors summarized under the caption “Opinion of Milestone Advisors, LLC,” are being provided to the Staff under separate cover on a confidential and
supplemental basis pursuant to Rule 12b-4 under the Exchange Act of 1934, as amended, and Rule 418 under the Securities Act of 1933, as amended. By separate letter, counsel also has requested confidential treatment of these materials pursuant to the
provisions of 17 C.F.R. § 200.83. No other board books or other materials were prepared for, or presented to, the PBOC board of directors in connection with their review of the First PacTrust transaction and recommendation thereof.

Opinion of Milestone Advisors, LLC, page 52

7.
Please disclose the aggregate amount paid to Milestone by PBOC or First PacTrust over the past two years, as required by Section 1015 (b)(4) of Regulation M-A.
Please include compensation for the investment banking, broker dealer, and other services you have disclosed, in the aggregate amount.

 RESPONSE: The Registration Statement has been revised on page 53 in response to the Staff’s comment.

 Interests of PBOC’s Directors and Executive Officers in the Merger, page 53

8.
In this section, you refer to many agreements that have been executed in connection with the merger but do not appear to have been filed as exhibits. Please file
these exhibits, and any other material agreements, with your next amendment.

 RESPONSE:
In response to the Staff’s comment, the Registration Statement has been revised to include, as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 thereto, respectively, (i) the Employment Agreement, dated August 21, 2012, by and between David
R. Misch and First PacTrust, (ii) the Letter Agreement, dated August 21, 2012, by and among Nick

 3

 Mark S. Webb

 United States Securities and Exchange Commission

 February 11, 2013

 Page
 4

Zappia, PBOC and First PacTrust, (iii) the Letter Agreement, dated August 21, 2012, by and among Richard A. Smith, PBOC and First PacTrust, (iv) the Change in Control and Severance
Agreement, dated January 3, 2012, by and between PBOC and Joyce N. Kaneda, and the First Amendment thereto, dated as of February 5, 2013 and (v) the Change in Control and Severance Agreement, dated April 2, 2012, by and between
PBOC and Suzanne Dondanville, and the First Amendment thereto, dated as of February 4, 2013.

9.
We note that Messrs. Misch, Smith, and Zappia, will continue employment with First PacTrust after the merger has been completed. To the extent that these individuals
will serve as executive officers, please provide the information required by Item 18(a)(7).

RESPONSE: The Company confirms that Messrs. Smith and Zappia will not serve as executive officers of the Company
following the completion of the merger. The Company has not yet made a definitive determination as to whether Mr. Misch will be deemed to be an executive officer of the Company following the completion of the merger. In light of this uncertainty,
the Registration Statement has been revised on page 58 to include the information required by Item 18(a)(7)(i) of Form S-4 (the information required by Item 401 of Regulation S-K) and 18(a)(7)(iii) of Form S-4 (the information required by
Item 404 of Regulation S-K). Based on Mr. Misch’s anticipated title, compensation, duties and responsibilities at the Company following the completion of the merger, Mr. Misch will not be a “named executive officer” of
the Company, as defined in Item 402 of Regulation S-K. In addition, the Company has no current intention to appoint Mr. Misch to the Company’s board of directors following the completion of the merger.

10.
We note your disclosure that “Richard Pachulski, a member of the board of directors of PBOC, has agreed to serve as the Chairman of a new Advisory Board to be
formed by First PacTrust.” Please revise your disclosure to clarify whether this is a Board position, and executive officer position, or a consulting arrangement and what, if any, compensation is anticipated. Please file any agreement
memorializing this arrangement with your next amendment.

 RESPONSE: The Registration
Statement has been revised on pages 54 and 59 in response to the Staff’s comment. The Registration Statement has been revised to include, as Exhibit 10.7, the Voting and Support Agreement, dated August 21, 2012, by and between First
PacTrust Bancorp, Inc. and Richard M. Pachulski, memorializing, in paragraph 16 thereof, Mr. Pachulski’s agreement to serve as Chairman of the Advisory Board.

 4

 Mark S. Webb

 United States Securities and Exchange Commission

 February 11, 2013

 Page
 5

 Material U. S. Federal Income Tax Consequences of the Merger, page 80

11.
Please revise to make clear this discussion is the opinion of Wachtell or based on an opinion that has been filed, not one to be delivered at closing.

 RESPONSE: The Registration Statement has been revised on page 84 in response to the Staff’s
comment. The Registration Statement has been revised to include, as Exhibit 8.1, an opinion of Wachtell, Lipton, Rosen & Katz regarding certain tax matters.

 Where You Can Find More Information, page 117

12.
You can only incorporate future proxy statements into Form S-4; please revise.

RESPONSE: The Registration Statement has been revised on page 121 in response to the Staff’s comment.

Form 10-K for the Year Ended December 31, 2011 Lending Activities, page 3

13.
Please revise future filings to provide a more detailed discussion of your Green Accounts, including their significant features and how they compare to your other
equity line products.

 RESPONSE: The Company confirms that it will revise future filings as
described in the Staff’s comment. Please see Annex A attached to this letter for proposed disclosures to be incorporated into the Company’s future filings.

14.
Considering the different types of loans in your Green Account portfolio, please revise future filings to include a tabular presentation of the loans included in
it.

 RESPONSE: The Company confirms that it will revise future filings as described in the
Staff’s comment. Please see Annex A attached to this letter for proposed disclosures to be incorporated into the Company’s future filings.

15.
Regarding your numerous interest only products, please revise filings to provide a tabular presentation that disaggregates them by loan/product type and that
identifies when they become fully amortizing. Discuss how your policies and procedures capture the risks associated with the increased payment requirements borrowers will have when the loans begin to amortize.

RESPONSE: The Company confirms that it will revise future filings as described in the Staff’s comment. Please
see Annex A and Annex C attached to this letter for proposed disclosures to be incorporated into the Company’s future filings.

16.
Please revise future filings to discuss why filing Call Reports should allow you to better reflect the terms and characteristics of Green Accounts mortgage
loans.

 RESPONSE: The Company respectfully advises the Staff that the statement referred to in
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 was intended to reflect the view of the Company that its then-pending transition to filing Call Reports with the Office of the Comptroller of the Currency
and FDIC would provide for further disaggregation of (and therefore greater transparency regarding) its

 5

 Mark S. Webb

 United States Securities and Exchange Commission

 February 11, 2013

 Page
 6

loan portfolio in its regulatory reports. However, as the Company has already completed the transition to filing Call Reports during 2012, the Company believes that such statement is no
longer relevant to the Company and its investors or other the readers of its filings. Accordingly, the Company will revise future filings to not include any statement regarding Call Reports allowing the Company to better reflect its Green
Account mortgage loans in its regulatory reports.

17.
Please revise future filings to disclose the percentage of HELCO’s in which you own the first deed of trust. Describe the procedures you follow for monitoring
credit quality for those HELCO’s where you do not own the first deed of trust.

RESPONSE: The Company confirms that it will revise future filings as described in the Staff’s comment. Please
see Annex B and Annex C attached to this letter for proposed disclosures to be incorporated into the Company’s future filings.

 In the event that the Company requests acceleration of the effective date of the Registration Statement, the Company acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, 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.

 We hope that the foregoing, and the revisions to
the Registration Statement, have been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1341 or by email at MMGuest@wlrk.com, or my
colleague Edward J. Lee at (212) 403-1155 or by email at EJLee@wlrk.com.

 Sincerely,

 /s/ Matthew M. Guest

Matthew M. Guest

cc.
Via E-mail

 John C. Grosvenor

 First PacTrust Bancorp, Inc.

 6

 Annex A

 NONTRADITIONAL RESIDENTIAL MORTGAGE PORTFOLIO

 Overview

The Company’s non-traditional mortgage portfolio (“NTM”) is comprised of three interest only products:
(1) “Green Account” products, (2) “hybrid” interest only adjustable rate mortgage (“ARM”) products and (3) a small number of negative amortizing ARM products. As of December 31, 2012, NTM
products totaled approximately $358 million, or 39% of the Company’s total loan portfolio.

 The following table provides
a breakdown of the Company’s NTM products, as of the dates indicated:

December 31,

2012

2011

2010

2009

2008

(Dollars in thousands)

Count

Amount

% of
NTM

Count

Amount

% of
NTM

Count

Amount

% of
NTM

Count

Amount

% of
NTM

Count

Amount

% of
NTM

 Green Account

212

$
198,215

55.3
%

245

$
219,502

60.1
%

255

$
219,564

52.7
%

239

$
227,800

45.3
%

224

$
193,384

35.0
%

 Hybrid Interest-Only ARM

180

140,813

39.3
%

203

124,135

34.0
%

272

166,766

40.0
%

382

243,710

48.4
%

489

323,321

58.6
%

 Negative Amortizing ARM

40

19,262

5.4
%

45

21,525

5.9
%

52

30,142

7.2
%

55

31,755

6.3
%

61

35,293

6.4
%

 Total NTM Loans

432

$
358,290

100.0
%

493

$
365,161

100.0
%

579

$
416,472

100.0
%

676

$
503,265

100.0
%

774

$
551,998

100.0
%

 Green Account Products

 As of December 31, 2012 the Company had Green Account products of $198.2 million, or 55% of the total NTM portfolio. A Green Account loan is a f