SecProbe.io

CORRESP
 1
 filename1.htm

 pnbk20250521c_corresp.htm

 Patriot National Bancorp, Inc.

 900 Bedford Street

 Stamford, CT 06901

 May 21, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Eric Envall

 Re:

 Patriot National Bancorp, Inc.

 Registration Statement on Form S-3

 File No. 333-287283

 Acceleration Request

 Requested Date: Thursday, May 22, 2025

 Requested Time: 4:00 p.m. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Patriot National Bancorp, Inc. hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m., Eastern Time, on May 22, 2025, or as soon thereafter as practicable.

 Please confirm once the Registration Statement has been declared effective by calling Yelena Barychev of Blank Rome LLP at (215) 569-5737. Please also contact her should you have any questions.

 Very truly yours,

 PATRIOT NATIONAL BANCORP, INC.

 /s/ Steven Sugarman

 Steven Sugarman

 President

 cc:

 Yelena Barychev, Esq.

 Blank Rome LLP

CORRESP
 1
 filename1.htm

 pnbk20250521_corresp.htm

 Patriot National Bancorp, Inc.

 900 Bedford Street

 Stamford, CT 06901

 May 21, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Eric Envall

 Re:

 Patriot National Bancorp, Inc.

 Registration Statement on Form S-3

 File No. 333-287286

 Acceleration Request

 Requested Date: Thursday, May 22, 2025

 Requested Time: 4:00 p.m. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Patriot National Bancorp, Inc. hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m., Eastern Time, on May 22, 2025, or as soon thereafter as practicable.

 Please confirm once the Registration Statement has been declared effective by calling Yelena Barychev of Blank Rome LLP at (215) 569-5737. Please also contact her should you have any questions.

 Very truly yours,

 PATRIOT NATIONAL BANCORP, INC.

 /s/ Steven Sugarman

 Steven Sugarman

 President

 cc:

 Yelena Barychev, Esq.

 Blank Rome LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 21, 2025

Steven Sugarman
President
Patriot National Bancorp, Inc.
900 Bedford Street
Stamford, CT 06901

 Re: Patriot National Bancorp, Inc.
 Registration Statement on Form S-3
 Filed May 15, 2025
 File No. 333-287286
Dear Steven Sugarman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eric Envall at 202-551-3234 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 21, 2025

Steven Sugarman
President
Patriot National Bancorp, Inc.
900 Bedford Street
Stamford, CT 06901

 Re: Patriot National Bancorp, Inc.
 Registration Statement on Form S-3
 Filed May 14, 2025
 file No. 333-287283
Dear Steven Sugarman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eric Envall at 202-551-3234 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

December 3, 2024
David Finn
Executive Vice President and Interim Chief Financial Officer
Patriot National Bancorp Inc
900 Bedford Street
Stamford, CT 06901
Re:Patriot National Bancorp Inc
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 000-29599
Dear David Finn:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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Document

Patriot National Bancorp Inc

900 Bedford Street

Stamford, CT 06901

VIA EDGAR

September 30, 2024

Lory Empie

Robert Klein

Division of Corporation Finance

Office of Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:    Patriot National Bancorp Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Form 10-Q for the Quarterly Period Ended June 30, 2024

File No. 000-29599

Dear Ms. Empie and Mr. Klein:

    Patriot National Bancorp Inc. (“we” or the “Company”) hereby provides responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated September 16, 2024 (the “Letter”) regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2023 and Form 10-Q for the Quarterly Period Ended June 30, 2024, as referenced above. The Staff’s comments are repeated thereafter in bold and are followed by the Company’s responses.

Form 10-K for the Fiscal Year Ended December 31, 2023

General

1.We note the tabular disclosure on page 22 detailing the composition of your gross loan portfolio, which includes commercial real estate (“CRE”). Given the significance of CRE in your total loan portfolio, please revise your disclosures, in future filings, to quantify owner-occupied and non owner-occupied amounts and further disaggregate the composition of your CRE loan portfolio by borrower type (e.g., by office, hotel, multifamily, etc.), geographic concentrations and other characteristics (e.g., current weighted average and/or range of loan-to-value ratios, occupancy rates, etc.), if any. In addition, revise to describe the specific details of any risk management policies, procedures or other actions undertaken by management in response to the current environment. For example, we note disclosure on pages 45 and 57 of your June 30, 2024 Form 10-Q indicating that you are restricting loan growth and reducing your total and risk-based assets.

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

September 30, 2024

Page 2

Response: We acknowledge the Staff’s comments and will revise disclosure in future filings to: (i) quantify owner-occupied and non owner-occupied amounts and further disaggregate the composition of our CRE loan portfolio by attributes used to manage the risk of the portfolio; and (ii) describe the specific details of any risk management policies, procedures or other actions undertaken by management in response to the current environment.

Allowance for Credit Losses, page 24

2.We note a significant increase in net charge-offs and ratio of net charge-offs to average loans to $17.3 million and 1.93% for the year ended December 31, 2023, respectively, from $1.5 million and 0.18% for the year ended December 31, 2022, respectively. Further, we note that a significant component of these increases occurred within your Consumer and Other loan portfolio segment. Please revise your disclosures, in future filings, to provide a discussion of the factors that drove material changes in this ratio or the related components, during the periods presented. For example, clarify whether this increase was directly related to the consumer loans purchased from a third party you discuss on page 64. Refer to Item 1405(b) of Regulation S-K.

Response: We acknowledge the Staff’s comments and will revise disclosure in future filings to provide a discussion of the factors that drove material changes in the ratio of net charge-offs to average loans or the related components, during the periods presented. We note the increase in loan charge-off percentage is directly related to the consumer loans purchased from a third party and discussed on page 64. The explanation for that activity will be expanded in future filings.

Form 10-Q for the Quarterly Period Ended June 30, 2024
Consolidated Statements of Cash Flows (Unaudited), page 8

3.We note your presentation of a single line item for representing the net (decrease) increase in FHLB, FRB and correspondent bank borrowings within financing activities. Please revise your presentation, in future filings, to separately present the gross proceeds and repayment amounts associated with your borrowings for each reporting period. Refer to ASC 230-10-45-14 and 15.

Response: We acknowledge the Staff’s comments and will revise disclosure in future filings to separately present the gross proceeds and repayment amounts associated with our long-term borrowings for each reporting period.  For short-term borrowings we will report net amounts consistent with ASC 230-10-45-8 since the turnover is quick, the amounts are large and the maturities are short.

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

September 30, 2024

Page 3

Management's Discussion and Analysis of Financial Condition and Results of Operations
Allowance for Credit Losses on Loans, page 46

4.We note your disclosure of credit ratios for allowance for credit losses to total loans, net charge-offs to average loans and nonperforming loans to total loans, net. Please address the following:

•Revise your disclosures, in future filings, to also disclose the ratio of allowance for credit losses to nonaccrual loans at each period end. Refer to Item 1405(a)(3) of Regulation S-K.

•For each ratio, revise your disclosures, in future filings, to provide a discussion of the factors that drove material changes in the ratios, or the related components, during the periods presented. Where appropriate and applicable, include discussion for each loan category and the factors, trends and activities impacting that loan category. Refer to Item 1405(b) of Regulation S-K.

Response: We acknowledge the Staff’s comments and will revise disclosure in future filings to (i) disclose the ratio of allowance for credit losses to nonaccrual loans at each period end; (ii) for each ratio, provide a discussion of the factors that drove material changes in the ratios, or the related components, during the periods presented; and (iii) include discussion for each loan category and the factors, trends and activities impacting that loan category.

Deposit, page 49

5.We note your disclosure of uninsured deposits, as well as ratios for uninsured deposits to total deposits and uninsured deposits to total deposits excluding Digital Payments deposits. Please address the following.

•Revise your disclosures in future filings, here or where appropriate, to clearly describe the nature and terms of the Digital Payment deposits and explain how they are determined to qualify or not qualify for FDIC insurance.

•In regards to your ratio of uninsured deposits to total deposits excluding Digital Payments deposits, tell us how you considered this as a potential non-GAAP financial measure and whether it represents an individually tailored accounting methodology. Refer to Question 100.04 of the non-GAAP C&DI.

•Revise your disclosures, in future filings, to include the detailed calculation and reconciliation of the above measure.

Response: The ratio of uninsured deposits to total deposits excluding Digital Payments deposits was meant to provide additional information about the composition of the uninsured deposit balance.  The Digital Payments uninsured deposits are not FDIC insured and are subject to the risk of repayment in certain economic environments.  We considered this important due to the structure and operation of the arrangement between Patriot Bank, N.A. (the "Bank") and the Digital Payment customers that mitigates the risk of repayment.  The disclosure does not have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP and is not considered an individually tailored accounting methodology.

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

September 30, 2024

Page 4

The Bank did not consider this ratio as a non-GAAP financial measure since the GAAP measure is not part of the financial statements.  The GAAP measure is a sub-component of the deposit amounts shown on the balance sheet.  This ratio was intended to provide additional information about the GAAP measure.

We acknowledge the Staff’s other comments and will revise disclosure in future filings to (i) clearly describe the nature and terms of the Digital Payment deposits and explain how they are determined to qualify or not qualify for FDIC insurance; and (ii) include the detailed calculation and reconciliation of the above measure.

Provision for Credit Losses, page 56

6.We note your discussion of changes in the provision for credit losses for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023, which appear to primarily be due to the decline in classification of a single CRE loan along with the impact of a decline in valuation of a previously classified CRE loan. Please revise your discussion, in future filings, to provide more details associated with the referenced CRE loans, such as the principal amount of the loans, and factors driving the changes in the provision for credit losses from period to period.

Response: We acknowledge the Staff’s comments and will revise disclosure in future filings to provide more details associated with the referenced CRE loans, such as the principal amount of the loans, and factors driving the changes in the provision for credit losses from period to period.

Non-interest Income, page 56

7.We note that your non-interest income increased for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily attributable to higher non-interest income from the Bank's Digital Payments division. Please tell us and revise your disclosures, here and elsewhere as appropriate, in future filings to explain the nature of the digital payments income, including the contractual terms, how it is calculated, when it began, what exact services are being provided and how. In addition, revise your significant accounting policies disclosures, in future filings, in footnote 2 beginning on page 10 to include disclosure of your accounting policy for the digital payments income.

Response: The Digital Payments division provides solutions to our customers in the form of acceptance, processing and settlement of prepaid, debit, and charge card payments and accounts.  Each of our customers, called Program Managers (“PMs”), signs a services agreement with the Bank with customized terms and fees.  The typical fees include start-up fees and transaction fees, and the fees will vary by relationship.  The start-up fees are to compensate the Bank for costs of due diligence on the PMs and the program, and to onboard the PMs and programs onto our infrastructure.  The transaction fees are typically based on a charge per transaction settled, or a rate on the total dollar settlement volume in a month.  The fees are billed after the activities occur and collected monthly.

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

September 30, 2024

Page 5

The Bank receives interchange revenue from the networks, both MasterCard and Visa.  The interchange revenue is a unique amount per transaction that settles to the Bank through their networks on a daily basis.  As a part of the Program Manager services agreement, the Bank may share part or all of the interchange revenue with the PM.  The interchange revenue is recognized as point in time transactions for the Bank and records an expense for any part of the interchange revenue that is shared with the PM. The networks, both MasterCard and Visa, charge fees to the merchant for utilization of the network, and the fees that are collected are paid to the Bank. The interchange rate may vary, as most transaction types have their own unique rate charged by the network at the time the purchase is completed.

We acknowledge the Staff’s other comments and will revise disclosure in future filings to (i) more fully explain the nature of the digital payments income, including the contractual terms, how it is calculated, when it began, what exact services are being provided and how; and (ii) revise our significant accounting policies disclosures to include disclosure of our accounting policy for the digital payments income.

Liquidity, page 56

8.We note your disclosure on page 50 that as of June 30, 2024, Patriot borrowed a total of $69.0 million under the Bank Term Funding Program ("BTFP"). Please revise your disclosures, in future filings, to include more robust discussion of your sources of liquidity, capital resources and your plans to repay the borrowings under the BTFP when they come due with accompanying discussion of any impacts it could have on your results of operations, net interest income and other ratios to the extent applicable.

Response: We acknowledge the Staff’s comments and will revise disclosure in future filings to include more robust discussion of our sources of liquidity, capital resources and our plans to repay the borrowings under the BTFP when they come due with accompanying discussion of any impacts it could have on our results of operations, net interest income and other ratios to the extent applicable.

9.Please provide a more informative discussion and analysis of cash flows from operating, investing and financing activities, including changes in working capital components, for the periods presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows. For example, we note that there were significant increases in the originations of loans held for sale in 2024 compared to 2023, and significant decreases in the originations of loans held for investment. Ensure that your disclosures are not merely a recitation of changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K.

Response: With regards to the two examples that were referenced, the activity was discussed in the following sections in the MD&A: Loans held for sale and Loans held for investment.  The loans held for sale cash flow activity was mostly related to the Digital Payments division credit card loans.  This program started in the third quarter of 2023 and continues today.  The consolidated statements of cash flows as disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 has six months of activity in 2024 related to the credit card loans originated and sold, while the six months in 2023 had no activity.  The activity generates non-interest income and only requires short term liquidity as the loans are originated and expected to be sold within three days.

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

September 30, 2024

Page 6

In the Loans held for investment section of the MD&A we described our current approach in 2024 to restrict new originations and shrink the balance sheet to strengthen our capital ratios.  This has resulted in lower originations of loans receivable on the consolidated statement of cash flows in 2024 compared to 2023.

Other significant items on the consolidated statement of cash flows are the Purchases of available-for-sale securities, Payments received on loans receivable, (decrease) increase in deposits, net and (decrease) increase in FHLB, FRB and correspondent bank borrowings.  The decrease in purchases of available-for-sale securities in the first six months of 2024 is related to the explanation of the decrease in Originations of loans held for investment, as the Bank is focusing on shrinking the balance sheet to strengthen our capital ratios.  Payments received on loans receivable increased in the first six months of 2024 compared to 2023 due to both contra

September 16, 2024
Joseph D. Perillo
Executive Vice President and Chief Financial Officer
Patriot National Bancorp Inc
900 Bedford Street
Stamford, CT 06901
Re:Patriot National Bancorp Inc
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 10-Q for the Quarterly Period Ended June 30, 2024
File No. 000-29599
Dear Joseph D. Perillo:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Loans Held for Investment, page 22
1.We note the tabular disclosure on page 22 detailing the composition of your gross loan
portfolio, which includes commercial real estate (“CRE”). Given the significance of CRE
in your total loan portfolio, please revise your disclosures, in future filings, to quantify
owner-occupied and non owner-occupied amounts and further disaggregate the
composition of your CRE loan portfolio by borrower type (e.g., by office, hotel,
multifamily, etc.), geographic concentrations and other characteristics (e.g., current
weighted average and/or range of loan-to-value ratios, occupancy rates, etc.), if any. In
addition, revise to describe the specific details of any risk management policies,
procedures or other actions undertaken by management in response to the current
environment. For example, we note disclosure on pages 45 and 57 of your June 30, 2024
Form 10-Q indicating that you are restricting loan growth and reducing your total and
risk-based assets.
Allowance for Credit Losses, page 24

September 16, 2024
Page 2
2.We note a significant increase in net charge-offs and ratio of net charge-offs to average
loans to $17.3 million and 1.93% for the year ended December 31, 2023, respectively,
from $1.5 million and 0.18% for the year ended December 31, 2022, respectively.
Further, we note that a significant component of these increases occurred within your
Consumer and Other loan portfolio segment. Please revise your disclosures, in future
filings, to provide a discussion of the factors that drove material changes in this ratio or
the related components, during the periods presented. For example, clarify whether this
increase was directly related to the consumer loans purchased from a third party you
discuss on page 64. Refer to Item 1405(b) of Regulation S-K.
Form 10-Q for the Quarterly Period Ended June 30, 2024
Consolidated Statements of Cash Flows (Unaudited), page 8
3.We note your presentation of a single line item for representing the net (decrease) increase
in FHLB, FRB and correspondent bank borrowings within financing activities. Please
revise your presentation, in future filings, to separately present the gross proceeds and
repayment amounts associated with your borrowings for each reporting period. Refer to
ASC 230-10-45-14 and 15.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Allowance for Credit Losses on Loans, page 46
4.We note your disclosure of credit ratios for allowance for credit losses to total loans, net
charge-offs to average loans and nonperforming loans to total loans, net. Please address
the following:
•Revise your disclosures, in future filings, to also disclose the ratio of allowance for
credit losses to nonaccrual loans at each period end. Refer to Item 1405(a)(3) of
Regulation S-K.
•For each ratio, revise your disclosures, in future filings, to provide a discussion of the
factors that drove material changes in the ratios, or the related components, during the
periods presented. Where appropriate and applicable, include discussion for each loan
category and the factors, trends and activities impacting that loan category. Refer to
Item 1405(b) of Regulation S-K.
Deposits, page 49
We note your disclosure of uninsured deposits, as well as ratios for uninsured deposits to
total deposits and uninsured deposits to total deposits excluding Digital Payments
deposits. Please address the following.
•Revise your disclosures in future filings, here or where appropriate, to clearly
describe the nature and terms of the Digital Payment deposits and explain how
they are determined to qualify or not qualify for FDIC insurance.
•In regards to your ratio of uninsured deposits to total deposits excluding Digital
Payments deposits, tell us how you considered this as a potential non-GAAP financial
measure and whether it represents an individually tailored accounting methodology.
Refer to Question 100.04 of the non-GAAP C&DI.
Revise your disclosures, in future filings, to include the detailed calculation and •5.

September 16, 2024
Page 3
reconciliation of the above measure.
Provision for Credit Losses, page 56
6.We note your discussion of changes in the provision for credit losses for the three and six
months ended June 30, 2024 compared to the three and six months ended June 30, 2023,
which appear to primarily be due to the decline in classification of a single CRE loan
along with the impact of a decline in valuation of a previously classified CRE loan. Please
revise your discussion, in future filings, to provide more details associated with the
referenced CRE loans, such as the principal amount of the loans, and factors driving the
changes in the provision for credit losses from period to period.
Non-interest Income, page 56
7.We note that your non-interest income increased for the six months ended June 30, 2024
compared to the six months ended June 30, 2023 primarily attributable to higher non-
interest income from the Bank's Digital Payments division. Please tell us and revise your
disclosures, here and elsewhere as appropriate, in future filings to explain the nature of the
digital payments income, including the contractual terms, how it is calculated, when it
began, what exact services are being provided and how. In addition, revise your
significant accounting policies disclosures, in future filings, in footnote 2 beginning on
page 10 to include disclosure of your accounting policy for the digital payments income.
Liquidity, page 56
8.We note your disclosure on page 50 that as of June 30, 2024, Patriot borrowed a total of
$69.0 million under the Bank Term Funding Program ("BTFP"). Please revise your
disclosures, in future filings, to include more robust discussion of your sources of
liquidity, capital resources and your plans to repay the borrowings under the BTFP when
they come due with accompanying discussion of any impacts it could have on your results
of operations, net interest income and other ratios to the extent applicable.
9.Please provide a more informative discussion and analysis of cash flows from operating,
investing and financing activities, including changes in working capital components, for
the periods presented. In doing so, explain the underlying reasons and implications of
material changes between periods to provide investors with an understanding of trends
and variability in cash flows. For example, we note that there were significant increases in
the originations of loans held for sale in 2024 compared to 2023, and significant decreases
in the originations of loans held for investment. Ensure that your disclosures are not
merely a recitation of changes evident from the financial statements. Refer to Item
303(a) of Regulation S-K.
We note your disclosures regarding available sources of liquidity and
narrative disclosures regarding outstanding FHLB and FRB borrowings. In future filings,
please consider expanding your disclosure for the following:
•include tabular disclosure of all available sources of liquidity by type of borrowing
capacity ( e.g., Federal Home Loan Bank borrowings, FRB borrowing capacity, etc.),
with the table showing total borrowing capacity, less borrowings outstanding,
remaining capacity, and additional sources of liquidity ( e.g., cash, securities, etc.) to
arrive at total available liquidity; and10.

September 16, 2024
Page 4
•discuss available sources of liquidity measured against levels of uninsured or total
deposits, to the extent that you consider this internally in managing your liquidity
levels.
Capital, page 57
11.We note that as of June 30, 2024, the Bank did not meet all of its regulatory capital
requirements and during the second quarter, the Bank significantly reduced its total and
risk-based assets to work towards achieving the IMCR targets, which the trend is expected
to continue into the remainder of 2024 with a goal of achieving/exceeding the IMCR
ratios by the end of 2024. Please revise your disclosure, in future filings, to provide
specific details of management's plans and policies to reduce total and risk-based assets.
In addition, include discussion of any impacts that result from not meeting the regulatory
capital requirements. Please also revise, in future filings, the related disclosure in your
Risk Factors as appropriate to address any risks associated with not meeting your
regulatory capital requirements and any additional policies or procedures that have been
or are expected to be adopted.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Lory Empie at 202-551-3714 or Robert Klein at 202-551-3847 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

July 25, 2011
 Via Email

Christopher D. Maher Chief Executive Officer Patriot National Bancorp, Inc. 900 Bedford Street Stamford, CT 06901
Re: Patriot National Bancorp, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 23, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 13, 2011 File No. 000-29599

Dear Mr. Maher:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Christian Windsor
Christian Windsor Special Counsel

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Correspondence

July 1, 2011

Via Email

Mr. Christian Windsor

Special Counsel

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

    Re:

    File No. 000-29599

    Patriot National Bancorp, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2010

    Filed March 23, 2011

    Form 10-Q for Fiscal Quarter Ended March 31, 2011

    Filed May 13, 2011

Dear Mr. Windsor:

In response to your letter of June 17, 2011, we have reviewed the aforementioned filings and
carefully considered your comments and questions. Responses to your comments and questions are
outlined below and we are available to discuss any additional questions you may have.

Form 10-K for Fiscal Year Ended December 31, 2010

General

    1. It appears you have not held an annual meeting since 2009. Please tell us why you have not
held an annual meeting since 2009 and whether you have complied with NASDAQ listing rules and
state law. We note you held a special meeting in 2010.

Patriot National Bancorp, Inc. (the “Company”) held an annual meeting in 2009 and intends to hold
an annual meeting in 2011.

In 2010, the Company conducted a Special Meeting of Shareholders. The Company believes that this
Special Meeting was the equivalent of an Annual Meeting. The purpose of that Meeting was to
consider a change of control transaction for the Company. As presented in the Proxy Statement for
that meeting, approval of the change of control agreement would result in a complete change in the
Board of Directors of the Company. The slate of new directors, who were to take office upon
consummation of the change in control, were named and their

Page 2

biographies were presented. Accordingly, each shareholder of the Company was informed that a vote
for the change in control agreement constituted a vote for the slate of new Directors. At the
Special Meeting, the Company also provided an opportunity for shareholders to discuss Company
affairs with management. Management of the Company made a presentation to the shareholders at the
Special Meeting, and the shareholders had an opportunity to ask questions of management and to make
comments as to Company affairs.

The Company discussed this issue in 2010 with an Associate Director of the Listing Qualifications
Department of NASDAQ OMX, who agreed with the Company that the Special Meeting was the equivalent
of an Annual Meeting in satisfaction of NASDAQ rules. The Company also believes that the Special
Meeting satisfied the requirements of Section 33-695 of the Connecticut Business Corporation Act.

Recent Legislative Developments, page 11

    2. We note that you entered into an agreement with the Federal Reserve Bank of New York in
June 2010. Please tell us how you concluded you were not required to disclose the existence
of this agreement when it was entered into, including why the entry into the agreement did not
necessitate an Item 1.01 Form 8-K.

In February 2009 Patriot National Bank entered into a formal written agreement with the Office of
the Comptroller of the Currency (the “OCC Agreement”). The OCC Agreement was disclosed on an Item
1.01 Form 8-K in February 2009. When the Company entered into a written agreement with the Federal
Reserve Bank of New York (the “Reserve Bank Agreement”) in June 2010, the Company concluded that
the Reserve Bank Agreement did not impose any additional material obligations or restrictions on
the Company not already included in the OCC Agreement. Because the Reserve Bank Agreement was not
deemed to be material, it was not the subject of an Item 1.01 Form 8-K. The Reserve Bank Agreement
has been described in a subsequent Form 10-K and other appropriate filings.

    3. We note your disclosure on page 11 that you entered into formal written agreements with the
OCC and the Federal Reserve Bank during 2009 and 2010. Please tell us the specific
pending/completed improvements you made to your policies, procedures, and processes and if they
are reasonably likely to materially impact the operating performance, financial condition, cash
flows or liquidity of the company as a result of the application of these policies, procedures,
and processes. Confirm that you will continue to update the status of the agreements in your
current, periodic and annual filings.

Page 3

In accordance with the formal agreements, The Board of Directors of the Company formed a compliance
committee in February 2009. This committee has met monthly since inception and monitors the
Company’s efforts to comply with the articles of the agreements. Efforts to comply with the formal
agreements have resulted in a material reduction in total construction loans outstanding (from
$292.7 million on December 31, 2008 to $50.0 million as of March 31, 2011), a reduction in the
concentration of Commercial Real Estate loans (from $262.6 million on December 31, 2008 to $212.8
million as of March 31, 2011), a reduction in nonaccrual loans (from a quarter-end peak of $137.9
million at September 30, 2009 to $32.5 million at March 31, 2011), and a capital infusion of $50.4
million on October 15, 2010.

Key policies, procedures, and processes have been subject to ongoing review since the establishment
of the formal agreements. Key policies subject to review have included Credit Policy,
Concentrations in Credit Policy, Liquidity Policy, and the Bank’s Capital Plan. As a part of this
review process, the Company has recruited new directors, a new Chairman, a new President & CEO, and
several additional senior managers.

The changes to policies, procedures, and processes have had material impacts as follows: The
operating performance of the Company has been strengthened with the reduction of operating expense
structures resulting from the previously announced branch office closures and staff reductions
(both of which will reduce expenses materially in the 3rd quarter of 2011), supplier
contract renegotiations, deposit cost reductions, and interest income has been increased with the
investment of excess liquidity; The financial condition of the Company has been strengthened by
materially reducing the amount of non-performing assets and infusion of $50.4 million in capital;
Cash flows and liquidity have benefited from the reduction of non-performing assets. The progress
noted in each area has been the direct result of Board and Management oversight and direction.

The more significant impacts resulting from changes in asset composition, capital structure, and
operating performance have likely been completed and future impacts may be more modest than those
experienced to date. Further, the Company does not anticipate the restrictions included within the
agreements will impair its current business plan.

The Company intends to provide updated status information regarding the formal written agreements
in future filings.

Page 4

    Item 8.

    Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 1. Nature and Operations and Summary of Significant Accounting Policies Allowance for Loan Losses, page 12

    4. We note your disclosure on page 13 concerning appraisals and disposition discount
adjustments made to real estate appraisals on collateral dependent impaired loans. Please tell
us and revise future filings to disclose how often you obtain updated appraisals for your
collateral dependent loans. If this policy varies by loan type please disclose that also.
Further, please describe in detail the disposition discount adjustments you make to the
appraised values, including those made as a result of outdated appraisals. Discuss how you
consider the potential for outdated appraisal values in your determination of the allowance for
loan losses.

Appraisals on properties securing impaired loans and Other Real Estate Owned (“OREO”) are updated
annually. Additionally, appraisals on construction loans are updated four months in advance of
scheduled maturity dates. We update our impairment analysis monthly based on the most recent
appraisal as well as other factors (such as senior lien positions, e.g. property taxes). Published
information regarding actual median home sales prices in the towns/counties where our collateral is
located, such as the Warren Group Reports for towns in CT (updated monthly) and the Prudential
Douglas Elliman reports for the counties in NY (updated quarterly)..

The majority of the Company’s impaired loans have been resolved through courses of action other
than via bank liquidation of real estate collateral through the OREO. These include normal loan
payoffs, the traditional workout process, triggering personal guarantee obligations, and troubled
debt restructurings. However, as loan workout efforts progress to a point where the bank’s
liquidation of real estate collateral is the likely outcome, the
impairment analysis is updated
to reflect actual recent experience with bank sales of OREO properties.

A disposition discount is built into our impairment analysis and reflected in our allowance once a
property is determined to be a likely OREO (e.g. foreclosure is probable). To determine the
discount we compare the actual sales prices of our OREO properties to the appraised value that was
obtained as of the date when we took title to the property. The difference is the bank-owned
disposition discount.

Note 4. Loans Receivable and Allowance for Loan Losses, page 25

Page 5

    5. We note that your portfolio segments and classes of financing receivables appear to be the
same for purposes of providing the disclosures required by ASU 2010-20. Please tell us how you
considered paragraphs 310-10-55-16 through 310-10-55-18 and 310-10-55-22 of this guidance when
determining that further disaggregation of your portfolio segments was not necessary. Confirm
to us, if true, that the classes presented are at the level management uses to assess and
monitor the risk and performance of the portfolio.

We acknowledge that our portfolio segments and classes of financing receivables are the same. The
portfolio segments are determined by the level at which we develop and document our systematic
methodology for determining the allowance for loan losses.

In response to the staff’s comment, we thoughtfully reassessed our conclusions and continue to
believe our disclosure is consistent with the principles outlined in ASC 310-10-50. We do not
believe any further disaggregation of loan classes is necessary, based on a reassessment of how we
manage our portfolio and monitor credit risk. Further, we do not believe there is a need to revise
our portfolio segments (e.g., by grouping two or more classes into a single segment), as our
disclosures now reflect the level at which we develop and document our allowance for loan losses.

The classes presented are at the same level management uses to access and monitor the risk.
Management believes that the classes have similar credit and collateral characteristics and each
class is a homogenous group. Going forward should the bank develop material concentrations in new
collateral types, they will be separately itemized because they may have different credit
characteristics.

    6. Please revise future filings to disclose the information required by ASC 310-10-50-
11B.a.2 and ASC 310-10-50-11B.b for each period for which results of operations are
presented.

The Company will comply with the requirements noted in ASC 310-10-50-11B.a.2 and ASC
310-10-50-11B.b in future filings.

Page 6

Form 10-Q for Fiscal Quarter Ended March 31, 2011

    Item 2.

    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Condition

Allowance for Loan Losses, page 35

    7. We note your disclosure that you recorded a provision for loan losses of $6.0 million and
net charge-offs of $3.4 million in accordance with the transfer of loans to held-for-sale in
connection with the bulk loan sale. Please tell us the following concerning the assets included
in the bulk loan sale at December 31, 2010:

    A) The portfolio segments and classes the loans integrated into the bulk loan sale
portfolio were included in;

The loans were comprised of $10.8 million CRE, $19.8 million Construction and $25.2 million
Residential.

    B)The amount of impaired loans included in the bulk loan sale portfolio, the amount for
which there was a related ALL, the amount of the ALL and the amount for which
there was no ALL;

The bulk sale included 20 impaired loans with a gross carrying value of $55.6 million. Of the
impaired loans, 11 loans with a gross carrying value of $30.2 million had a specific reserve of
$3.4 million within the ALL (and thus a net book value of $26.8 million) and 9 loans with a gross
carrying value and equal net book value of $25.4 million did not have an associated specific
reserve as our impairment analysis concluded a specific reserve was not required.

    C) The recorded investment in nonaccrual financing receivables in the bulk loan sale
portfolio;

Nonaccrual loans had a gross carrying value of $55.6 million.

    D) The recorded investment in 90 days + and still accruing in the bulk loan sale
portfolio;

None of the loans in the bulk sale were 90 days + and still accruing.

Page 7

    E) An age analysis of past due financing receivables included in the bulk loan sale
portfolio; and

    Current

    30-60 Days

    90+ Days

    Total

    Accruing Loans

    $
    0

    $
    239,572

    $
    0

    $
    239,572

    Nonaccruing

    $
    20,627,026

    $
    0

    $
    35,019,961

    $
    55,646,987

    Total:

    $
    20,627,026

    $
    239,572

    $
    35,019,961

    $
    55,886,558

    F) A timeline from December 31, 2010 to the time of sale that resulted in your decision
to record charge-offs and the provision for loan losses specifically attributable to the
bulk loan sale portfolio. Please include any triggering events or any other facts and
circumstances during that timeline that influenced your decision. Please be specific
and detailed in your timeline.

December 30, 2010 — The Bank submitted a 3 year business plan with the Office of The Comptroller
of The Currency. The plan did not include an expectation of a bulk sale of assets.

January 7, 2011 — The Company conducted the first exploratory discussion with the eventual asset
purchaser (ES Ventures). Specific pricing and terms were not discussed at this meeting.

January 11, 2011 — The Company reviewed a proposal from Deutsche Bank (unrelated to the ES
Ventures process) that would have provided performance guarantees regarding the nonaccrual loan
portfolio while the bank retained the portfolio and resolved the credits over a 24 to 36 month
horizon.

January 14, 2011 — The Company declined to enter into a letter of intent with ES Ventures but
agrees to allow the ES Ventures the opportunity to conduct due diligence.

January 18, 2011 — ES Ventures begins due diligence. No commitments exist from either the Company
or ES Ventures.

January 24, 2011 — The Board is updated that ES Ventures is conducting due diligence but that
other plans for asset resolution are being pursued as well (including workout, troubled debt
restructuring, short sales, etc.).

February 17, 2011 — The Board is provided information regarding a potential asset sale but is also
cautioned that completion of a transaction remains highly uncertain.

February 22, 2011 — The Board grants management the authority to enter into a contract to sell
assets.

Mr. Christian Windsor

July 1, 2011

Page 8

February 25, 2011 — A Purchase and Sale agreement was executed.

March 3, 2011 — Form 8-K filed to disclose the entry into a material definitive agreement

March 8, 2011 — Management reviews classification of the assets in the bulk sale as of December
31, 2010 to determine the appropriate classification for financial reporting under U.S. GAAP.

March 24, 2011 — The asset sale closed.

March 29, 2011 — For

June 17, 2011
 Via Email

Christopher D. Maher Chief Executive Officer Patriot National Bancorp, Inc. 900 Bedford Street Stamford, CT 06901
Re: Patriot National Bancorp, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 23, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 13, 2011 File No. 000-29599

Dear Mr. Maher:
 We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2010

 General

1. It appears you have not held an annual m eeting since 2009.  Please tell us why you have
not held an annual meeting since 2009 a nd whether you have complied with NASDAQ
listing rules and state law.  We not e you held a special meeting in 2010.
 Recent Legislative Developments, page 11

2. We note you entered into an agreement with the Federal Reserve Bank of New York in
June 2010.  Please tell us how you concluded you were not required to disclose the

Christopher D. Maher Patriot National Bancorp, Inc. June 17, 2011 Page 2

 existence of this agreement when it was entered into, including why the entry into the
agreement did not necessitate  an Item 1.01 Form 8-K.

3. We note your disclosure on page 11 that you en tered into formal written agreements with
the OCC and the Federal Reserve Bank during 2009 and 2010.  Please tell  us the specific
pending/completed improvements you made to your policies, procedures, and processes
and if they are reasonably likely to materially  impact the operating performance, financial
condition, cash flows or liquidity of the comp any as a result of the application of these
policies, procedures, and proce sses.  Confirm that you will continue to update the status
of the agreements in your curren t, periodic and annual filings.

Item 8.  Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

 Note 1.  Nature and Operations and Su mmary of Significant Accounting Policies

Allowance for Loan Losses, page 12

4. We note your disclosure on page 13 concer ning appraisals and disposition discount
adjustments made to real estate appraisals on collateral dependent impaired loans.  Please
tell us and revise future f ilings to disclose how often you obtain updated appraisals for
your collateral dependent loans.  If this po licy varies by loan type please disclose that
also.  Further, please describe in detail th e disposition discount adjustments you make to
the appraised values, including those made as  a result of outdated appraisals.  Discuss
how you consider the potential for outdated appraisal values in your determination of the
allowance for loan losses.
 Note 4.  Loans Receivable and Allowance for Loan Losses, page 25

5. We note your portfolio segments and classes of  financing receivables appear to be the
same for purposes of providing the disclosu res required by ASU 2010-20.  Please tell us
how you considered paragraphs 310-10- 55-16 through 310-10-55- 18 and 310-10-55-22
when determining that further disaggrega tion of your portfolio segments was not
necessary.  Confirm to us, if true, that the classes presente d are at the level management
uses to assess and monitor the risk and performance of the portfolio.
6. Please revise future filings to disclose the information required by ASC 310-10-50-
11B.a.2 and ASC 310-10-50-11B.b for each peri od for which results of operations are
presented.

Christopher D. Maher Patriot National Bancorp, Inc. June 17, 2011 Page 3

 Form 10-Q for Fiscal Quarter Ended March 31, 2011

 Item 2.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Financial Condition

Allowance for Loan Losses, page 35

7. We note your disclosure that you recorded a provision for loan losses of $6.0 million and
net charge-offs of $3.4 million in accordance with the transfer of loans to held-for-sale in
connection with the bulk loan  sale.  Please tell us the following concerning the assets
included in the bulk loan sale at December 31, 2010:

 The portfolio segments and classes the lo ans integrated into the bulk loan sale
portfolio were included in;

 The amount of impaired loans included in the bulk loan sale portfolio, the amount for
which there was a related ALL, the amount  of the ALL and the amount for which
there was no ALL;

 The recorded investment in nonaccrual fina ncing receivables in the bulk loan sale
portfolio;

 The recorded investment in 90 days + a nd still accruing in the bulk loan sale
portfolio;

 An age analysis of past due financing r eceivables included in the bulk loan sale
portfolio; and

 A timeline from December 31, 2010 to the time of  sale that resulted in your decision
to record charge-offs and the provision for lo an losses specifically attributable to the
bulk loan sale portfolio.  Please include a ny triggering events or  any other facts and
circumstances during that timeline that infl uenced your decision.  Please be specific
and detailed in your timeline.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

Christopher D. Maher Patriot National Bancorp, Inc. June 17, 2011 Page 4

  the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Dave Irving, St aff Accountant, at (202) 551 -3321 or John Nolan, Senior
Assistant Chief Accountant, at  (202) 551-3492 if you have questi ons regarding comments on the
financial statements and related matters.  Plea se contact Matt McNair, St aff Attorney, at (202)
551-3583 or me at (202) 551-3419 with any other questions.

Sincerely,
   /s/  Christian Windsor
Christian Windsor Special Counsel

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

										June 27, 2005
Mail Stop 4561

Charles F. Howell
President
Patriot National Bancorp, Inc.
900 Bedford Street
Stamford, Connecticut  06901

	Re:	Patriot National Bancorp, Inc.
		Amendment No. 1 to Form SB-2 filed on June 21, 2005
		File No. 333-124312

Dear Mr. Howell:

      We have reviewed the amendment to 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.

Standby Purchase  Agreements, page 28

1. Please advise us whether or not you anticipate that either Mr.
Lewis or Mr. De Caro will be a standby purchaser.  If either of
them
will be, disclose by footnote what their percentage ownership of
you
company will be, assuming that they were to make the maximum
purchase
that they have committed to.

Potential Problem Loans, page 44

2. We note your supplemental response to our prior comment 8.
Please
revise your disclosure to describe the nature of your significant
non
accrual loans.  Disclose the changes in status or performance
subsequent to December 31, 2004 and March 31, 2005.  Quantify the
amount of any specific allowance attributable to these non-accrual
loans as of December 31, 2004 and March 31, 2005.

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 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.

	Accounting questions may be directed to Chris Harley at (202)
551-3695 or to Joyce Sweeney at (202) 551-3449.  All other
questions
may be directed to me at (202) 551-3418.

						Sincerely,

						William Friar
						Senior Financial Analyst

cc:	William W. Bouton III, Esq.
	Kerry John Tomasevich, Esq.
	Tyler Cooper & Alcorn, LLP
	185 Asylum Avenue
	City Place 35th. Floor
	Hartford, Ct. 06103-3488
??

??

??

??

Mr. Charles F. Howell
Patriot National Bancorp, Inc
June 27, 2005
Page 2

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                         PATRIOT NATIONAL BANCORP, INC.
                               900 Bedford Street
                           Stamford, Connecticut 06901

                                  July 29, 2005

U.S. Securities and Exchange Commission
Division of Corporate Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Patriot National Bancorp, Inc.
     Registration Statement on Form SB-2
     Request for Acceleration of Effectiveness
     File No. 333-124312

Dear Sir or Madam,

         Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Patriot National Bancorp, Inc. (the "Company") hereby respectfully requests that
the effective date of the above-captioned Registration Statement be accelerated
so that the Registration Statement becomes effective at 4:00 p.m. on August 2,
2005, or as soon as practicable thereafter.

         In making this request, the Company acknowledges that:

                  o        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;

                  o        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

<PAGE>

                  o        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.

                                    PATRIOT NATIONAL BANCORP, INC.

                                    By:  /s/ CHARLES F. HOWELL
                                         --------------------------------------
                                         Charles F. Howell
                                         President

<Page>

[GRAPHIC OF SANDLER O'NEILL LOGO]

                                  919 Third Avenue, 6th Fl., New York, NY 10022
                                                 Tel: 212.466.7800/800.635.6851
                                                              Fax: 212.466.7888

                                          July 29, 2005

BY FACSIMILE AND EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

      RE: PATRIOT NATIONAL BANCORP, INC. -
          REGISTRATION STATEMENT ON FORM SB-2 (FILE NO. 333-124312)

Ladies and Gentlemen:

     In accordance with Rule 461 under the Securities Act of 1933, as
amended, we hereby join Patriot National Bancorp, Inc. (the "Company") in
requesting that the Company's above-referenced registration statement on Form
SB-2 be declared effective on August 2, 2005, at 4:00pm., or as soon
thereafter as practicable.

                          Very truly yours,

                          SANDLER O'NEILL & PARTNERS, L.P.
                          By: Sandler O'Neill & Partners Corp.,
                                 the sole general partner

                          /s/ MICHAEL LACOVARA
                          --------------------------------------------
                          Michael Lacovara
                          An Officer of the Company

Sandler O'Neill & Partners, L.P., is a limited partnership, the sole general
partner of which is Sandler O'Neill & Partners Corp., a New York Corporation.

</TEXT>
</DOCUMENT>