SecProbe.io

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								May 6, 2005

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

RE:	White River Capital, Inc.
	Form S-1 and Form S-4 filed April 6, 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.

Cover Page

1. Prominently disclose the affiliated status of parties to these
transactions.
2. Please identify the standby purchasers, including any
affiliation
with the control group, as well as the extent of the standbys`
commitment to the subscription offering.
3. Please add disclosure regarding dissenters` rights.  We note
the
dissenters` rights disclosure in the Notice of Special Meeting.

Questions & Answers- page 1

4. We note your characterization of Coastal Credit as a "non-
prime"
auto finance business.  It would appear that "subprime" is more
accurate.  Please revise.

Why is UAC proposing the transactions?- page 1

5. Please add both a tabular and narrative presentation to clarify
for unaffiliated UAC shareholders how the transactions will affect
their equity interest.  Please discuss the current as well as pro
forma effect on Book Value; Tangible Book Value; EPS;
accretion/dilution analysis; DCF; and any other material measure
of
shareholder value.

 What will happen to UAC after the share exchange?- page 3

6. You mention that the subscription proceeds will be used for
three
distinct purposes.  Please disclose the estimated amounts you will
devote to each of these purposes.

What will I receive in exchange for my UAC common stock?- page 3

7. Please include a specific example regarding the fractional
share
cashout.

What are the differences between my UAC common stock and the White
River common stock I will receive in the share exchange?- page 3

8. It would appear that the material changes in shareholder rights
should be unbundled.  Please see September 2004 Division of
Corporation Telephone Interpretations.

What was the market value of my UAC common stock as of a recent
date
before the announcement of the share exchange?- page 4

9. Regarding the $16 per share value of White River, please advise
regarding the valuation methodologies, other than recent market
price, used to support the $16 per share valuation.  We may have
further comment based upon your response.

10. Please provide us with all information regarding UAC stock
transactions by UAC, White River, Coastal Credit, Castle Creek and
all affiliates since UAC entered bankruptcy.

What are the federal tax consequences of the share exchange?- page
4

11. Please identify tax counsel and their tax opinion.  Please
file
the tax opinion as an exhibit.  Please revise the tax disclosure
throughout the document accordingly.

What is Coastal Credit, LLC?- page 6

12. Please add Coastal`s net income for the periods mentioned in
the
first paragraph.

13. Supplementally advise whether Coastal`s financial information
is
based upon C corporation tax status.

What are the most significant conditions to completion of the
proposed acquisition of Coastal Credit? - page 6

14. In the third bullet you mention funding the UAC creditor
buyout.
Please quantify this aspect of the condition.
15. Supplementally, please advise regarding the (1) estimated UAC
receivables; (2) estimated creditor amounts pre bankruptcy; (2)
creditor amounts reduced in bankruptcy;  and (3) estimated
creditor
amounts in preliminary White River buyout.

Funding of Purchase Price- page 19

16. Supplementally, please identify the third party accredited
investor who is purchasing the $15 million secured note in the
private placement.  In addition, please advise regarding any
affiliation or relationship between this investor and the parties
and
affiliates to the transactions covered by this registration
statement.

We Believe that a Business Acquisition is UAC`s Best Strategic
Alternative- page 88

17. Noting Messr. Eggemeyer`s relationship with Coastal and Castle
Creek, please quantify  the amounts both he and any other insiders
with Coastal and or Castle Creek relationships will receive as a
result of these transactions.

The UAC Board of Directors has received an Opinion to the effect
that
the Purchase Price is Fair to UAC`s existing Shareholders- page 89

18. It is unclear what, if any, meaning should be attributed to
the
phrase "to the effect."  Either delete or advise.

Opinion of Piper Jaffray & Co.- page 90

19. Please provide all materials (including drafts) prepared by
Piper
and made available to the committee or its representatives
(including
counsel), and/or the Board and its representatives (including
counsel) relating the proposed transaction(s).
20. Please provide the internal projections provided by Coastal to
Piper.

Accounting Comments

The Creditor Buyout - pages 12 & 53

21. Tell us how you determined the amount of funds to purchase
restructured senior notes and related accrual notes in the amount
of
$507,000.

The Business of Coastal Credit, LLC
Coastal Credit`s Strategy - Disciplined Pricing - page 18
Business of Coastal Credit
Acquisition of Automobile Finance Contracts - page 99

22. Delete the disclosure that states that the difference/variance
is
intended to be sufficient to cover future credit losses.

Capitalization - pages 35-36

23. Expand note 2 to provide the detailed calculation of the
creditor
buyout amount.  In addition, address the treatment of unsecured
claims and accrual notes.

Coastal Credit, LLC
Selected Historical Financial Information - page 39

24. Revise the presentation of selected historical financial
information to include the restated column heading, as applicable.
In addition, expand the headnote to provide the reasons for the
restatement.

Unaudited Pro Forma Combined Financial Statements - page 40

25. Revise the pro forma headnote to clarify whether you could
perform solely the holding company formation and subscription
without
the UAC creditor buyout and Coastal purchase, or any combination
of
the transaction pieces separately. If all these transactions must
and
will take place, please so state.

26. Revise to include the creditor buyout in the pro formas
because
it appears to be factually supportable, or alternatively advise us
why it should not be included separately or together with the
subscription transaction consistent with the guidance in
Regulation
S-X Article 11-02 (b).

Note 4: Transaction Costs - page 44

27. Expand the disclosure to include the table indicating the
nature
of transaction costs.

Note 5: Key To Pro Forma Adjustments Of Share Exchange And Coastal
Credit Acquisition - page 44

28. Revise the adjustments to be self balancing.

29. Delete adjustment (a) since it is a reference to the balance
recorded on the balance sheet of White River Capital, Inc. and not
an
adjusting entry.  You may refer to the elimination of this amount
of
prepaid expenses when you refer to the adjusting entry that
affects
this line item.

30. Expand adjustment (p) to provide the financial information
used
to support your calculation of both transaction debt interest and
deferred purchase price holdback interest expense.

Financial Statements
Coastal Credit, LLC

31. Include a new independent auditors` report to state the name
of
the independent accounting firm.  In addition, revise the report
to
reference the standards of the PCAOB.

Exhibits

32. We note that certain exhibits will be filed by amendment.  We
may
have comment once those documents are filed.

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.

	All accounting questions should be directed to Chris Harley
at
(202) 551-3695 or Don Walker, Senior Assistant Chief Accountant at
(202) 551-3490.  Any other questions may be directed to Barry
McCarty
at (202) 551-3417 or to me at (202) 551-3491.

						Sincerely,

						Todd K. Schiffman
						Assistant Director

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