SecProbe.io

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								June 1, 2005

Mark R. Ruh
White River Capital, Inc.
250 North Shadeland Avenue
Indianapolis, Indiana 46219

RE:	White River Capital, Inc.
	Form S-1/A and Form S-4/A filed May 13, 2005
	File No. 333-123909

Dear Mr. Ruh:

      We have reviewed your 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.

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.

General

1. Update the filing to include information for the interim period
ended March 31, 2005.  Refer to Item 3-12 of Regulation S-X.

Form S-1/A and Form S-4/A
Cover Page

2. Please confirm that the cover page will be limited to one page.
Rule 421.

3. Revise note 2 to reflect estimated offering expenses of $1.3
million.

Certain Federal Income Tax Consequences

4. Please delete the word "certain" when it is used to modify the
federal income tax disclosures throughout the document and the tax
opinion.  You may replace the word "certain" with the word
"material."

Projections

5. Please add a new section that discloses the internal
projections
used by management, the Board and shared with Piper Jaffray
regarding
the companies and the proposed transactions.

Capitalization - pages 41-44

6. Expand note 1 to state the nature and amounts included in the
total amount of cash from proposed transactions in the amount of
$5,955,000.

Unaudited Pro Forma Combined Financial Statements - pages 49-57

7. Expand note h to provide the detailed calculation of the
accrued
interest for the senior accrual notes, restructured subordinated
notes and subordinated accrual note.

8. Expand note t to provide the detailed calculation of accretion
and
interest expense for creditor notes payable based on the
assumption
that creditor notes are tendered to White River on December 31,
2003.

9. Expand note u to provide the detailed calculation of interest
expense related to the increase in Coastal Credit line of credit.

10. Expand note v to provide the assumptions used to obtain the
carrying value of creditor notes payable and accrued interest-
creditor notes payable as of December 31, 2003.

11. Provide an adjustment for pro forma tax effects with reference
to
the statutory rate in effect during the periods for which the pro
forma income statements are presented.

Closing Comment

      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 urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  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 event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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 this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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.

	Please direct all accounting questions to Christina Harley at
(202) 551-3695 or Senior Assistant Chief Accountant at (202) 551-
3490.  All other questions may be directed to me at (202) 551-
3775.

						Sincerely,

						Todd K. Schiffman
						Assistant Director

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