SecProbe.io

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MAIL STOP 05-11

February 9, 2005

Mr. Cary M. Grossman
Co-Chief Executive Officer
Coastal Bancshares Acquisition Corp.
9821 Katy Freeway, Suite 500
Houston, TX 77024

      Re:	Coastal Bancshares Acquisition Corp.
		Registration Statement on Form S-1
		File No. 333-118294
      Amendment No. 2 Filed January 24, 2005

Dear Mr. Grossman:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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.

Part I
Prospectus Cover Page
1. As previously requested, please limit the prospectus cover to
one
EDGAR page as indicated by Item 501(a) of Regulation S-B.

Prospectus Summary
2. We do not agree with the statement "an increasing interest rate
environment will result in increasing earnings for the types of
banks
we intend to target".   Please explain how this is possible or
delete
it.

Management, page 38
3. We note the recent formation of the Bank of Houston and that
Mr.
Brunson is a director and chairman of that entity.  Please advise
in
writing whether or not if there are any arrangements in place,
preliminary or otherwise, whereby Coastal might acquire or engage
in
any transaction with the Bank of Houston.

Principal Stockholders, page 43
4. We note that Messrs. Clingan and Sangalis have agreed that,
under
certain circumstances, they will be designees of Messrs. Grossman
and
Brunson for up to 153,846 of the 1,000,000 redeemable warrants and
that they will be transferred certain membership interests in
Coastal
Acquisition, LLC as consideration for the same.  Please file this
agreement and explain the "certain circumstances" under which this
might occur and the "certain membership interests" they might
receive.

Part II

Exhibits
5. Paragraphs 2 and 7 of exhibits 10.1-10.5 refer to a trust fund
managed by the American Stock Transfer and Trust Company.  Please
revise.

Closing Statements

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Babette Cooper at (202) 824-5069 or Maureen
Bauer at (202) 942-1824 if you have questions regarding the
financial
statements and related matters.  Please contact William Bennett at
(202) 942-0135 with any other questions.

      Sincerely,

      John Reynolds, Assistant Director
      Office of Emerging Growth Companies

cc:	Gregory J. Schmitt, Esq.
	Fax: (214) 855-4300
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