SecProbe.io

<DOCUMENT>
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<TEXT>
 September 30, 2025

Martin Egan
Interim Chief Financial Officer
The Bancorp, Inc.
409 Silverside Road
Wilmington, DE 19809

 Re: The Bancorp, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 000-51018
Dear Martin Egan:

 We have completed our review of your filing. 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Martin Egan

 Interim Chief Financial Officer

 The Bancorp, Inc.

 409 Silverside Road

 Wilmington, DE 19809

 September 29, 2025

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Ms. Jee Yeon Ahn and Ms. Cara Lubit

 Re: The Bancorp, Inc.

 Amendment No. 1 to Form 10-K for the
Fiscal Year Ended December 31, 2024

 Filed April 7, 2025

 File No. 000-51018

 Dear Ms. Ahn and Ms. Lubit:

 On behalf of The Bancorp, Inc. (the " Company "),
we submit this letter in response to the comment received from the staff (the " Staff ") of the Securities and Exchange
Commission (the " Commission ") in its letter dated September 18, 2025, with respect to the Company's Amendment
No. 1 to Form 10-K for the fiscal year ended December 31, 2024.

 For the Staff's convenience, the Staff's
comment has been stated below in its entirety in bold, followed by the corresponding response from the Company.

 Amendment No. 1 to Form 10-K for the
fiscal year ended December 31, 2024

 Item 1. Business

 Consumer Fintech Loans, page 7

 1. We note your disclosure that consumer fintech lending includes credit
cards secured by deposit balances and unsecured short-term extensions of credit at risk of complete loss if not repaid. We also note various
references to credit enhancements for consumer fintech loans, as well as disclosure in your July 24, 2025 8-K that partners provide a
full guarantee against losses and that The Bancorp Bank maintains cash collateral for expected losses on dollars already lent. Please
enhance future filings, here or elsewhere as appropriate, to provide additional information regarding credit enhancement arrangements
contained within third-party agreements for consumer fintech loans. This should include, but not be limited to:

 · discussion of your role and
obligations in these arrangements, including your responsibilities for loan origination and servicing as well as any minimums for credit
enhancements to apply;

 · details regarding the material
contractual terms and conditions of the credit enhancement agreement(s), including key parties, how and in what instances payments or
offsets occur, and any specified limitations, caps, or restrictions;

 · clarification of which consumer
fintech products are covered by credit enhancements ( e.g. , all unsecured, specific types of credit extensions, etc.) and explanation
of whether credit enhancement terms and conditions differ among these products; and

 · enhanced discussion of the
risks related to these arrangements and potential impact on your operations ( e.g. , concentration risks, failure to obtain credit
collateral, failure to meet any minimum origination requirements, reimbursements not paid by third parties, etc.).

 Response : The Company respectfully
acknowledges the Staff's comment and will enhance future filings to provide additional detail regarding the credit enhancement arrangements
associated with consumer fintech loans, including the material contractual terms and conditions related to the credit enhancements based
on product type, the material risks, if any, associated with such arrangements on the Company's operations and financial condition,
as well as the Company's role in origination and servicing, as applicable.

 If you have any questions or comments, please
feel free to contact the undersigned at megan@thebancorp.com or by telephone at (302) 385-5009 or our counsel, Erin E. Martin, Esq. at
erin.martin@morganlewis.com or by telephone at (202) 739-5729.

 Sincerely,

 The Bancorp, Inc.

 /s/ Martin Egan

 Martin Egan

 Interim Chief Financial Officer

 cc:	Erin E. Martin, Esq., Morgan, Lewis & Bockius LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 September 18, 2025

Martin Egan
Interim Chief Financial Officer
The Bancorp, Inc.
409 Silverside Road
Wilmington, DE 19809

 Re: The Bancorp, Inc.
 Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31,
2024
 File No. 000-51018
Dear Martin Egan:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 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.

Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2024
Item 1. Business
Consumer Fintech Loans, page 7

1. We note your disclosure that consumer fintech lending includes credit
cards secured
 by deposit balances and unsecured short-term extensions of credit at
risk of complete
 loss if not repaid. We also note various references to credit
enhancements for
 consumer fintech loans, as well as disclosure in your July 24, 2025 8-K
that partners
 provide a full guarantee against losses and that The Bancorp Bank
maintains cash
 collateral for expected losses on dollars already lent. Please enhance
future filings,
 here or elsewhere as appropriate, to provide additional information
regarding credit
 enhancement arrangements contained within third-party agreements for
consumer
 fintech loans. This should include, but not be limited to:
 discussion of your role and obligations in these arrangements,
including your
 responsibilities for loan origination and servicing as well as any
minimums for
 credit enhancements to apply;
 details regarding the material contractual terms and conditions of
the credit
 September 18, 2025
Page 2

 enhancement agreement(s), including key parties, how and in what
instances
 payments or offsets occur, and any specified limitations, caps, or
restrictions;
 clarification of which consumer fintech products are covered by
credit
 enhancements (e.g., all unsecured, specific types of credit
extensions, etc.) and
 explanation of whether credit enhancement terms and conditions
differ among
 these products; and
 enhanced discussion of the risks related to these arrangements and
potential
 impact on your operations (e.g., concentration risks, failure to
obtain credit
 collateral, failure to meet any minimum origination requirements,
reimbursements
 not paid by third parties, etc.).

 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 Jee Yeon Ahn at 202-551-3673 or Cara Lubit at
202-551-5909 with
any questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 August 12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549-6010

 Re: The Bancorp, Inc.

 Registration Statement on Form S-1 (File No.
333-289422)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Piper Sandler & Co. hereby requests to withdraw the previous request
set forth in a letter to you dated August 8, 2025 to join with the request of The Bancorp, Inc. (the " Company ") for
the acceleration of effectiveness of the above-named Registration Statement.

 In accordance with Rule 461 under the Securities Act of 1933, as amended
(the " Securities Act "), we hereby join with the request of the Company that the effective date of the above-referenced
Registration Statement be accelerated so that the same will be declared effective at 2:30 p.m., Eastern Time, on August 14, 2025, or as
soon as thereafter practicable, or at such other time as the Company or its outside counsel, Morgan, Lewis & Bockius LLP, may orally
request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 Pursuant to
Rule 460 under the Securities Act, we, as representatives of the underwriters, wish to advise you that we intend to distribute
to each underwriter, dealer or institution who is reasonably anticipated to participate in the offering as many copies of the Preliminary
Prospectus included in the above-named Registration Statement, as amended, as appears to be reasonable to secure adequate distribution
of the Preliminary Prospectus.

 We, the undersigned, as representatives of the underwriters, have and
will, and we have been informed by the participating underwriters that they have complied and will continue to comply with the provisions
of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.

 PIPER SANDLER & CO., as representative of the underwriters

 By:
 /s/ Caspar Bentinck

 Name: Caspar Bentinck

 Title: Managing Director

CORRESP
 1
 filename1.htm

 The Bancorp, Inc.

 409 Silverside Road

 Wilmington, DE 19809

 August 12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 The Bancorp, Inc.
Registration Statement on Form S-1
Filed August 8, 2025
File No. 333-289422

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, The Bancorp, Inc. (the “Registrant”) hereby withdraws its previous request for acceleration
of the effective date of the above-referenced Registration Statement by letter dated August 8, 2025, and hereby requests acceleration
of the effectiveness of the Registration Statement so that it will become effective at 2:30 PM ET on August 14, 2025, or as soon as practicable
thereafter.

 Please contact Erin E. Martin
at (202) 739.5729 or erin.martin@morganlewis.com or Rahul K. Patel at (212) 309.6862 or rahul.patel@morganlewis.com with
any questions you may have concerning this request, and please notify them when this request for acceleration has been granted.

 Very truly yours,

 /s/ Martin Egan

 Martin
Egan

 Interim Chief Financial Officer and Chief Accounting Officer

CORRESP
 1
 filename1.htm

 The Bancorp, Inc.

 409 Silverside Road

 Wilmington, DE 19809

 August 8, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 The Bancorp, Inc.
 Registration Statement on Form S-1
 Filed August 8, 2025
 File No. 333-289422

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, The Bancorp, Inc. (the "Registrant") hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 PM ET on August 12, 2025, or as soon as practicable
thereafter.

 The Registrant hereby authorizes
Erin E. Martin and Rahul K. Patel, of Morgan, Lewis & Bockius LLP, to orally modify or withdraw this request for acceleration.

 Please contact Erin E. Martin
at (202) 739.5729 or erin.martin@morganlewis.com or Rahul K. Patel at (212) 309.6862 or rahul.patel@morganlewis.com with
any questions you may have concerning this request, and please notify them when this request for acceleration has been granted.

 Very
 truly yours,

 /s/ Martin
 Egan

 Martin
 Egan
 Interim Chief Financial Officer and Chief Accounting Officer

CORRESP
 1
 filename1.htm

 August 8, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549-6010

 Re:
 The
 Bancorp, Inc.

 Registration
 Statement on Form S-1 (File No. 333-289422)

 Request
 for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933,
as amended (the " Securities Act "), we hereby join with the request of The Bancorp, Inc. (the " Company ")
that the effective date of the above-referenced Registration Statement be accelerated so that the same will be declared effective at 4:00
p.m., Eastern Time, on August 12, 2025, or as soon as thereafter practicable, or at such other time as the Company or its outside
counsel, Morgan, Lewis & Bockius LLP, may orally request via telephone call to the staff of the Division of Corporation Finance
of the U.S. Securities and Exchange Commission.

 Pursuant to Rule 460 under the Securities Act, we, as representatives
of the underwriters, wish to advise you that we intend to distribute to each underwriter, dealer or institution who is reasonably anticipated
to participate in the offering as many copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended,
as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 We, the undersigned, as representatives of the underwriters, have and
will, and we have been informed by the participating underwriters that they have complied and will continue to comply with the provisions
of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.

 PIPER SANDLER & CO., as
representative of the underwriters

 By:

 /s/ Caspar Bentinck

 Name:
 Caspar Bentinck

 Title:
 Managing Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 29, 2025

Martin Egan
Interim Chief Financial Officer
Bancorp, Inc.
409 Silverside Road
Wilmington, DE 19809

 Re: Bancorp, Inc.
 Draft Registration Statement on Form S-1
 Submitted July 23, 2025
 CIK No. 0001295401
Dear Martin Egan:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. 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 Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Erin E. Martin, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 10, 2024
Paul Frenkiel
Chief Financial Officer
The Bancorp, Inc.
409 Silverside Road
Wilmington, DE 19809
Re:The Bancorp, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 000-51018
Dear Paul Frenkiel:
            We have completed our review of your filing. 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
1
filename1.htm

December 28, 2023

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Finance

Washington, D. C.

 Re: The Bancorp, Inc.

Form 10-K for Fiscal Year Ended December 31,
2022

File No. 000-51018

Dear Sir and/or Madam,

Below please find our responses to your letter dated December 21, 2023.

Item 1A. Risk Factors

We derive a significant percentage of our deposits, total assets and
…, page 38

 1. We note your disclosure that your top ten relationships accounted for $4.44 billion of deposits. Please enhance future filings, in
this section or elsewhere as appropriate, to provide additional detail such as how such an amount is distributed within the top ten group
for the periods presented (e.g., 15% for the top client, etc.), whether the clients in this group have changed from the prior period,
and the extent of additional concentrations (e.g., geography, industry, or other relevant characteristics, as applicable).

Company Response:

The Company respectfully advises the Commission that, in future filings,
it will provide additional detail to show how the total of the top ten relationships are divided between those top ten clients. We will
also comment on other potential concentrations as applicable.

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources, page 58

 2. We note your disclosure that the Federal Deposit Insurance Corporation issued a new regulation in December 2020 which resulted in
the majority of your deposits being reclassified from brokered to non-brokered. In future filings, please quantify the amount of brokered
deposits for each of the periods presented or state that they are immaterial. In addition, to the extent that you experience material
changes in your deposit mix or customers / customer base, provide additional quantitative and qualitative information in future filings,
here or in a deposit disclosure section, explaining such changes and the related impact on your funding costs and liquidity, if any.

Company Response:

The Company respectfully advises the Commission that, in future filings,
it will quantify the amount of brokered deposits for each of the periods presented or state that they are immaterial. In addition, to
the extent that the Company experiences material changes in its deposit mix for customers/customer base, it will provide additional quantitative
and qualitative information in future filings, explaining such changes and the related impact on its funding cost and liquidity, as materiality
dictates.

Deposits, page 79

 3. We note your disclosure that your average rate paid on demand and interest checking accounts reflects fees paid to affinity groups
based upon a rate index. We also note your disclosure on page 4 that certain fees increase as market interest rates increase, while other
fee rates may be fixed. Please enhance disclosure in future filings to provide additional information regarding fees paid to affinity
groups. This should include, but not be limited to:

details regarding how such fees are determined, including any specific differences in how fixed and variable rates are determined
and paid;

the proportion of deposits with fixed versus variable rates;

whether you use the same rate index for each affinity group;

the extent to which rates could change and have changed based on volumes, product mix, or client mix; and

quantification of how much of period-over-period average changes related to different factors.

Company Response:

The Company respectfully advises the Commission that it will enhance disclosure
in future filings to provide additional information regarding fees paid to affinity groups, including but not limited to:

details regarding how such fees are determined, including any specific differences in how fixed and variable rates are determined
and paid;

the proportion of deposits with fixed versus variable rates;

whether the Company uses the same rate index for each affinity group;

the extent to which rates could materially change and have materially changed based on volumes, product mix, or client mix; and

quantification of how much of period-over-period average changes related to different factors as materiality dictates.

 4. We note your disclosures regarding deposits. In future filings, please revise to address the items below.

Define and explain your short-term deposits, including additional context regarding how and from whom they are sourced.

Clearly identify which items in your deposit table on page 79 are interest-bearing and non-interest-bearing amounts, and disaggregate
demand deposit amounts related to affinity group fees from those related to interest-bearing checking accounts.

Quantify and discuss your demand deposit composition and how it has changed over the periods presented, such as significant categories
within your mix of prepaid card account types (e.g., salary, medical spending, etc.), any changes in this mix over time, and any notable
trends specific to individual categories within this mix. In addition, to the extent that it applies, link changes in your deposit base
to any resulting material changes in funding costs.

Enhance your discussion, here or in another appropriate location, of the composition of your affinity relationships, such as industry,
geographic, size, or other relevant characteristics, as well as whether and how that composition has changed over the periods presented.

Company Response:

The Company respectfully advises the Commission that it will enhance disclosure
in future filings to provide additional information regarding fees paid to affinity groups, including but not limited to:

Define and explain its short-term deposits, including additional context regarding how and from whom they are sourced.

Clearly identify which items in its deposit table are interest-bearing and non-interest-bearing amounts, and disaggregate demand
deposit amounts related to affinity group fees from those related to interest-bearing checking accounts.

Quantify and discuss its demand deposit composition and how it has changed over the periods presented, such as significant categories
within our mix of prepaid card account types, material changes in this mix over time and material trends specific to individual categories
in this mix. In addition, as materially applicable, changes in its deposit base will be linked to result in material changes in funding
cost.

Enhance our discussion of the composition of our affinity relationships as materiality dictates and how that composition has materially
changed over the period presented as applicable.

Please contact me if you need additional information.

Sincerely,

/s/ Paul Frenkiel

Paul Frenkiel

Chief Financial Officer

United States securities and exchange commission logo
December 21, 2023
Paul Frenkiel
Chief Financial Officer
The Bancorp, Inc.
409 Silverside Road
Wilmington, DE 19809
Re:The Bancorp, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 000-51018
Dear Paul Frenkiel:
            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 Fiscal Year Ended December 31, 2022
Item 1A. Risk Factors
We derive a significant percentage of our deposits, total assets and . . ., page 38
1.We note your disclosure that your top ten relationships accounted for $4.44 billion of
deposits. Please enhance future filings, in this section or elsewhere as appropriate,
to provide additional detail such as how such an amount is distributed within the top ten
group for the periods presented (e.g., 15% for the top client, etc.), whether the clients in
this group have changed from the prior period, and the extent of additional concentrations
(e.g., geography, industry, or other relevant characteristics, as applicable).
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 58
2.We note your disclosure that the Federal Deposit Insurance Corporation issued a new
regulation in December 2020 which resulted in the majority of your deposits being
reclassified from brokered to non-brokered. In future filings, please quantify the amount
of brokered deposits for each of the periods presented or state that they are immaterial. In

 FirstName LastNamePaul Frenkiel
 Comapany NameThe Bancorp, Inc.
 December 21, 2023 Page 2
 FirstName LastNamePaul Frenkiel
The Bancorp, Inc.
December 21, 2023
Page 2
addition, to the extent that you experience material changes in your deposit mix or
customers / customer base, provide additional quantitative and qualitative information in
future filings, here or in a deposit disclosure section, explaining such changes and the
related impact on your funding costs and liquidity, if any.
Deposits, page 79
3.We note your disclosure that your average rate paid on demand and interest checking
accounts reflects fees paid to affinity groups based upon a rate index. We also note your
disclosure on page 4 that certain fees increase as market interest rates increase, while other
fee rates may be fixed. Please enhance disclosure in future filings to provide additional
information regarding fees paid to affinity groups. This should include, but not be limited
to:
•details regarding how such fees are determined, including any specific differences in
how fixed and variable rates are determined and paid;
•the proportion of deposits with fixed versus variable rates;
•whether you use the same rate index for each affinity group;
•the extent to which rates could change and have changed based on volumes, product
mix, or client mix; and
•quantification of how much of period-over-period average changes related to
different factors (e.g., product mix, market rate changes, etc.).
4.We note your disclosures regarding deposits. In future filings, please revise to address the
items below.
•Define and explain your short-term deposits, including additional context regarding
how and from whom they are sourced.
•Clearly identify which items in your deposit table on page 79 are interest-bearing and
non-interest-bearing amounts, and disaggregate demand deposit amounts related to
affinity group fees from those related to interest-bearing checking accounts.
•Quantify and discuss your demand deposit composition and how it has changed over
the periods presented, such as significant categories within your mix of prepaid card
account types (e.g., salary, medical spending, etc.), any changes in this mix over time,
and any notable trends specific to individual categories within this mix. In addition,
to the extent that it applies, link changes in your deposit base to any resulting material
changes in funding costs.
•Enhance your discussion, here or in another appropriate location, of the composition
of your affinity relationships, such as industry, geographic, size, or other relevant
characteristics, as well as whether and how that composition has changed over the
periods presented.
            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.

 FirstName LastNamePaul Frenkiel
 Comapany NameThe Bancorp, Inc.
 December 21, 2023 Page 3
 FirstName LastName
Paul Frenkiel
The Bancorp, Inc.
December 21, 2023
Page 3
            Please contact Jee Yeon Ahn at 202-551-3673 or Cara Lubit at 202-551-5909 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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The Bancorp, Inc.

409 Silverside Road

Wilmington, DE 19809

July 8, 2020

VIA EDGAR

Jessica Livingston

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        The Bancorp, Inc.

        Registration Statement on Form S-3

        Filed June 29, 2020, as amended

        File No. 333-239529

Dear Ms. Livingston:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, The Bancorp, Inc. (the “Registrant”) hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00PM EDT on July 13, 2020, or as soon as practicable
thereafter.

    Very truly yours,

    /s/ Paul Frenkiel

    Paul Frenkiel

Executive Vice President of Strategy, Chief Financial Officer and Secretary

United States securities and exchange commission logo
July 1, 2020
Damian M Kozlowski
Chief Executive Officer
Bancorp, Inc.
409 Silverside Road
Wilmington, DE 19809
Re:Bancorp, Inc.
Registration Statement on S-3
Filed June 29, 2020
File No. 333-239529
Dear Mr. Kozlowski:
            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 Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

THE BANCORP, INC.

409 Silverside Road

Wilmington, Delaware 19809

October 17, 2016

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, DC  20549

Re:

Registration Statement on Form S-3

Registration No. 333-213977

Gentlemen/Ladies:

The Bancorp, Inc. (the "Company") hereby requests acceleration of the effective date of the above-referenced registration statement to Tuesday, October 18, 2016, at 4:00 p.m., or as soon as practicable thereafter.  Please notify our counsel, Mark E. Rosenstein, at 215-731-9450 of the time of effectiveness.

Very truly yours,

THE BANCORP, INC.

By: /s/ Paul Frenkiel

Paul Frenkiel

Chief Financial Officer

Mail Stop 4720
October 14, 2016

Damian Kozlowski
Chief Executive Officer
The Bancorp, Inc.
409 Silverside Road
Wilmington, DE  19809

Re:  The Bancorp, Inc.
  Registration Statement on Form S-3
Filed  October 5, 2016
  File No.  333-213977

Dear Kozlowski :

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  Jessica Livingston, Staff Attorney,  at 202-551-3448  with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Mark E. Rosenstein, Esq.  (Via E --mail)

February 23, 2012

Via E-mail
Mr. Paul Frenkiel   Chief Financial Officer  and Secretary
The Bancorp, Inc.   409 Silverside Road   Wilmington, DE 19809
Re: The Bancorp, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010  Filed February 23, 2011 Form 10-Q for Fiscal Quarter Ended September 30, 2011 Filed November 9, 2011  File No. 000-51018

Dear Mr. Frenkiel:
We have completed our review of your filings. We remind you that our comments or changes
to disclosure in response to our comments do not foreclose 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 initiated by the Commission or any person under the federal securities
laws of the United States. We urge all persons who are responsible for the accuracy and adequacy of
the disclosure in the filings to be certain that the filings include the information the Securities
Exchange Act of 1934 and all applicable rules require.

 Sincerely,
   /s/ Hugh West
Hugh West
          Accounting Branch Chief

CORRESP
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    corresp.htm

January 26, 2012

Mr. Hugh West

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C.  20549

Re:

The Bancorp, Inc.

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

Filed February 23, 2011

Form 10-Q for the Quarterly Period Ended September 30, 2011

Filed November 9, 2011

Form 8-K filed October 20, 2011

File No. 000-51018

Dear Mr. West:

This letter responds to the staff’s comment letter dated January 6, 2012 concerning the above-referenced filings. For your convenience, we first restate your comments in italics and then provide our response.

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

Notes to Consolidated Financial Statements

Note B – Summary of Accounting Policies

18. Stored Value Processing Fees, page 68

1.           Please revise your future filings to disclose your accounting policy for the different types of cardholder fees (e.g. upfront fees, usage fees, reloadable fees, overdraft fees, etc.) you record. Provide us with your proposed disclosures.

The Bank does not earn, and therefore does not record, the types of cardholder fees noted. The Bank enters into contracts with the companies which sponsor the cards, and contractually is paid transaction fees by those companies. Some of the types of charges mentioned may be applicable to cardholders; however, that income accrues to the sponsoring companies. We propose to make the following disclosure in Form 10-K under “Item 1. Business” in the “Affinity Banking” section under “Stored Value Cards”.  This disclosure would replace the first part of the last sentence in the Stored Value section. “The majority of fees the Company earns result from contractual fees paid by third party sponsors to the Company, computed on a per transaction basis and paid monthly. Additionally, the Company earns interchange fees paid through settlement associations such as Visa, which are also determined on a per transaction basis. These funds also provide us with low cost deposits from the amounts delivered to us to fund the cards.” We would repeat that disclosure under item 18. Stored Value Processing Fees, page 68, which you referenced above, as it relates to the fees.

Form 10-Q for Quarterly Period Ended September 30, 2011

Notes to the Consolidated Financial Statements

Note 5. Investment Securities, page 11

2.           We note your held-to-maturity investments in four single issuer preferred trust securities where the amortized cost is significantly in excess of fair value. Please address the following as it relates to each of the individual single issuer trust preferred securities:

·

Provide us with a detailed description of the OTTI analysis performed on each security at each reporting period beginning with December 31, 2010 through the interim periods of fiscal 2011.  Identify all of the evidence considered, explain the relative significance of each piece of evidence, and identify the primary evidence on which you relied to support your conclusion of the recording of any OTTI;

For its OTTI analyses, the Bank reviews relevant financial information for each security to determine whether there is any factor which can be identified which might result in OTTI. Of the four single issuer trust preferred securities, two are banks and two are insurance companies. For the two banks, the Bank analyzed either financial statements or call reports. Of primary importance is the issuer’s shareholder equity balance and equity to assets ratio, which is an indicator of the cushion currently available to absorb losses, and therefore to protect the interests of trust preferred holders. The amount of shareholder’s’ equity, the equity capital ratio, and risk based capital ratios are monitored to demonstrate the adequacy of shareholders’ equity.  Since impairment could be suggested by losses which would deplete shareholders’ equity, earnings trends are monitored as a secondary weighting. Since loan and asset quality trends could ultimately result in losses, they are monitored as the third highest weighting, which could, through earnings and ultimately shareholders’ equity, impair the issuer’s ability to repay bond holders. Within that weighting, non-performing loans are monitored with a higher weighting than delinquencies, which may ultimately result in non-performing loans, leading to charge off losses by which the equity cushion would be reduced. Additionally, liquidity ratios are monitored as a fourth potential future indicator of losses, because a forced disposition, either regulatory or otherwise, might result in lower than expected realization of asset values, impairing the ability to repay bond holders.  Of the two insurance companies, one ceased writing new and renewal insurance and is in run-off. On a quarterly basis, quarterly regulatory reports submitted to insurance regulators are reviewed, to verify related capital. The financial statements of the other insurance company are also analyzed with respect to the equity capital cushion as the primary indicator of repayment capability. Secondarily the earnings trend is monitored due to its impact on the future equity cushion. The quality of investments is reviewed, by reviewing disclosures providing the ratings and performance of those investments, and any such investments which might be non -performing. Insurance performance ratios are weighted at that level as well, and are assessed using the loss ratio, claims ratio and combined loss and claims ratio trends. Finally, the insurance company is rated by A.M. Best, S&P and Moody’s, and those disclosed ratings are reviewed to support the credit analysis described above.

2

Tell us how you evaluated the financial condition of the issuer at each quarterly reporting period;

For the two bank issuers, the analyses described in detail in the previous item were performed each quarter based on financial statements for one of the banks and call reports for the other. For the operating insurance company, the analyses described in detail in the previous section, were based on the semi-annual frequency of that company’s financial statements. For the insurance company in run off, the quarterly regulatory reports submitted to insurance regulators are reviewed, to verify related capital.

Tell us if any of the issuers is subject to a regulatory agreement and if so, how you considered and evaluated the regulatory agreement within the context of the quarterly OTTI analysis (if applicable);

None of the issuers is subject to a regulatory agreement, to the best of our knowledge. We checked an industry data base, reviewed their financials and called the companies to evidence that conclusion.

3

·

Provide us with the discounted cash flow analysis used to determine fair value at each quarterly period; and

The discounted cash flow analyses to determine fair value at the end of each quarterly period are shown in Appendix A.

·

Provide us with the assumptions and estimates used in the fair value measurements addressing the basis for, as well as any changes in and reasons for the changes in, the assumptions or estimates, which may have occurred during these periods.

The assumptions and estimates used are delineated in the computations in Appendix A, for each period. While rates decreased somewhat during the period, which would imply a lower discount rate, discount rates were maintained at the same levels. Those discount rates, shown in the Appendix A tables, are based on input from an independent investment advisor. Discount rates were not reduced, as it was concluded that there was not sufficient activity in those markets to warrant a reduction in the discount rate.

3.           Considering the significant judgment required to determine if a security is other than temporarily impaired and the focus users of financial statements have placed on this area, we believe comprehensive and detailed disclosure is required to meet the disclosure requirements in ASC 310-20-50 and Item 303 of Regulation S-K for your material loss exposure. Therefore, for each individual and pooled trust preferred security with at least one rating below investment grade, please revise your future filings to disclose the following information (in tabular format) as of the most recent period end: single-issuer or pooled, class, book value, fair value, unrealized gain/loss, lowest credit rating assigned to the security, number of banks currently performing, actual deferrals and defaults as a percentage of the original collateral, expected deferrals and defaults as a percentage of the remaining performing collateral and excess subordination as a percentage of the remaining performing collateral.  Additionally, please clearly disclose how you calculate excess subordination and discuss what the excess subordination percentage signifies, including relating it to other column descriptions, to allow an investor to understand why this information is relevant and meaningful.

The requested table as of December 31, 2011 is shown in Appendix B. Excess subordination is defined as follows. Excess subordination is when an issuer of securities posts more collateral than is necessary to repay the issue. Should there be losses in the pool of securities, such additional collateral will be available to absorb losses. By way of example, if a security has 5% excess collateralization, 5% of the pool could fail to be repaid, prior to any loss accruing to that security. If the 5% is exceeded, then holders of the security would share pro rata in those losses. Remaining principal for the two pooled trust preferred securities owned by the Bank at September 30, 2011 totaled $ $1.7 million, which is net of $ 210,000 of impairment previously recognized as OTTI.  Based on modeling, no excess subordination is projected. Accordingly future defaults, should they occur, would result in additional impairment expense, unless the banks in the pool currently in deferral are returned to performing status. Currently within the model, banks in deferral are reviewed to determine a probability of loss, based on their financial condition.

4

Note 6. Loans, page 19

4. In regard to the loans which have been classified as “unrated” please tell us the amount of loans which are subject to review which have not yet been reviewed for each of the loan categories. Tell us your policies for these loans addressing when these loans will be reviewed.

Appendix C provides the requested information regarding the amount of loans subject to review, but not yet reviewed. Per policy, the scope of the Bank’s loan review will encompass commercial and construction loans and leases which singly or in the aggregate in the case of loans with related borrowers, equal or exceed $3,000,000. It is present Bank policy that a minimum of 60% of the loan portfolio be reviewed every eighteen months. This review is performed by the loan review department, which is independent of the loan department and reports directly to the audit committee.  All loans are subject to review by their relationship manager and senior loan personnel.  Also, many of the Bank’s loans are relatively short term, and are subject to reconsideration with a full review in loan committee between one and three years.

Note 7. Transactions with Affiliates, page 20

  We note you purchased securities from Princeridge in the third quarter of fiscal 2011.  Tell us, and disclose in your future filings, which securities were purchased (e.g. RMBSs, CMBS, etc.), quantify any amount of fee or commission paid, and discuss where the securities are classified within your investment securities (e.g. AFS, HTM, etc.).

Our proposed disclosure, using the third quarter of 2011 as an example, is as follows: “During the third quarter of 2011, the Company executed security transactions through Princeridge, a brokerage firm in which the Company’s Chairman is a principal.  A total of $30.9 million of securities rated AAA by at least one ratings agency were purchased from that firm at market, the market price having been confirmed by an independent security advisor. The Company does not pay a separate fee or commission to Princeridge. We do not have information as to Princeridge’s actual profits or losses.

 All of the securities purchased consisted of commercial mortgage backed securities and were classified as available for sale. “

 In regard to the loan participation, tell us and disclose in your future filings, the amount of the loan held by the Company and whether there have been any delinquencies on the loan to date.

5

The amount of the loan as of December 31, 2011 was $21,745,803. The loan, which was made in the ordinary course of business, has never been delinquent. As the related party relationship terminated on December 31, 2010, there will be no future disclosures with respect to this loan.

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

Current Developments, page 26

  Please revise your MD&A in future filings to provide a specific and thorough discussion of the impact the cancellation of the agreement with the affinity group will have on your financial condition and results of operations.

We propose to make the following additional disclosure in future filings:

We do not anticipate any material impact on our operations. We have provided a nine month termination notice so that we may plan for replacement deposits. At the date of this report we believe that the growth of existing customer deposits together with those embedded in signed but not yet launched programs should replace the terminated customer deposits at approximately the same cost. Additionally, the Company has adequate lines of credit and other liquidity sources to replace these liabilities.

  In regards to the alleged violations, tell us how you evaluated ASC Topic 450-20-50 in your disclosures. In your response please address the contractual indemnifications which have been entered into with the third party in regard to portions of the liabilities stemming from the alleged violations.

The contractual indemnification of the affinity group broadly indemnifies the Company from liability resulting from all actions which the affinity group takes. On the basis of that indemnification, no expense recognition was warranted.   While it is possible for a civil money penalty to be assessed, we cannot reach any conclusion as to the likelihood that it will be assessed, nor do we have any basis upon which to estimate an amount of a hypothetical penalty.

Allowance for loan and lease losses, page 35

9. Please tell us, and revise your future filings to disclose, the following asset quality credit metrics for each of the periods presented and provide a narrative discussion addressing the changes therein as warranted:

6

·

Ratio of the allowance for loan losses to total loans;

·

Ratio of the allowance for loan losses to nonperforming loans;

·

Ratio of the nonperforming assets to total assets; and

·

Ratio of net charge-offs to average loans.

The requested information is shown in Appendix D.

Form 8-K filed October 20, 2011

10. Please revise your future filings to change the name of your non-GAAP measure to more accurately reflect its content.  In this regard, the use of the word “core” implies you are referring to your most central or essential operations and results.  Removal of income tax expense, gains on sales of investment securities, OTTI charges, losses on other real estate owned and the provision for loan and lease losses and other credit costs to arrive at “core” earnings implies that these activities are not an inherent part of your core operations. Thus, we believe it would be appropriate to use a more descriptive title to describe this non-GAAP measure, eliminating the use of the word "core" in its entirety in the title.

We will utilize the heading “adjusted operating earnings’ in future release

January 6, 2012

Via E-mail
Mr. Paul Frenkiel   Chief Financial Officer  and Secretary
The Bancorp, Inc.   409 Silverside Road   Wilmington, DE 19809
Re: The Bancorp, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010  Filed February 23, 2011 Form 10-Q for the Quarterly Period Ended September 30, 2011 Filed November 9, 2011  Form 8-K filed October 20, 2011 File No. 000-51018

Dear Mr. Frenkiel:
We have reviewed your filings 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. Where we have requested changes in future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclo sures. If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.

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

 Notes to Consolidated Financial Statements

 Note B – Summary of Accounting Policies

 18. Stored Value Processing Fees, page 68

 Paul Frenkiel   The Bancorp, Inc.   January 6, 2012   Page 2
 1. Please revise your future filings to disclose  your accounting policy for the different types
of cardholder fees (e.g. upfront fees, usage fees, reloadable fees, overdraft fees, etc.) your
record.  Provide us with your proposed disclosures.

Form 10-Q for Quarterly Period Ended September 30, 2011
  Notes to the Consolidated Financial Statements

 Note 5. Investment Securities, page 11

2. We note your held-to-maturity investments in four single issuer pref erred trust securities
where the amortized cost is significantly in  excess of fair value. Please address the
following as it relates to each of the individua l single issuer trust pr eferred securities:

 Provide us with a detailed description of the OTTI analysis performed on each
security at each reporting period be ginning with December 31, 2010 through the
interim periods of fiscal 2011.  Identify a ll of the evidence cons idered, explain the
relative significance of  each piece of evidence, and identify the primary evidence on
which you relied to support your conclusi on of the recording of any OTTI;
 Tell us how you evaluated the financial c ondition of the issuer at each quarterly
reporting period;
 Tell us if any of the issuer s is subject to a regulatory agreement and if so, how you
considered and evaluated the regulatory agre ement within the context of the quarterly
OTTI analysis (if applicable);
 Provide us with the discounted cash flow analysis used to determine fair value at each
quarterly period; and
 Provide us with the assumptions and estimat es used in the fair value measurements
addressing the basis for, as well as any cha nges in and reasons fo r the changes in, the
assumptions or estimates, which may have occurred during these periods.

3. Considering the significant judgm ent required to determine if  a security is other than
temporarily impaired and the focus users of fi nancial statements have placed on this area,
we believe comprehensive and detailed disclo sure is required to meet the disclosure
requirements in ASC 310-20-50 and Item 303 of  Regulation S-K for your material loss
exposure.  Therefore, for each individual and po oled trust preferred se curity with at least
one rating below investment grade, please re vise your future filings to disclose the
following information (in tabular format) as of  the most recent period end: single-issuer
or pooled, class, book value, fair value, unreali zed gain/loss, lowest credit rating assigned
to the security, number of banks currently pe rforming, actual deferrals and defaults as a
percentage of the original collateral, expected  deferrals and defaults as a percentage of
the remaining performing co llateral and excess subordinatio n as a percentage of the
remaining performing collateral.  Additionall y, please clearly disclose how you calculate
excess subordination and discuss what the excess subordination pe rcentage signifies,

 Paul Frenkiel   The Bancorp, Inc.   January 6, 2012   Page 3
 including relating it to other column descriptio ns, to allow an investor to understand why
this information is relevant and meaningful.
 Note 6. Loans, page 19

4. In regard to the loans which have been classi fied as “unrated” please tell us the amount of
loans which are subject to review which have not yet been reviewed for each of the loan
categories. Tell us your policies for these loans addressing when these loans will be
reviewed.

Note 7. Transactions with Affiliates, page 20

5. We note you purchased securities from Princerid ge in the third quarter of fiscal 2011.
Tell us, and disclose in your future filings, which securities were purchased (e.g. RMBSs,
CMBS, etc.), quantify any am ount of fee or commission pa id, and discuss where the
securities are classified within your inve stment securities (e.g. AFS, HTM, etc.).

6. In regard to the loan particip ation, tell us and disclose in your future filings, the amount
of the loan held by the Company and whethe r there have been a ny delinquencies on the
loan to date.

Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Current Developments, page 26

7. Please revise your MD&A in future filings to provide a specific and thorough discussion
of the impact the cancellation of the agreem ent with the affinity group will have on your
financial condition and resu lts of operations.

8. In regards to the alleged vi olations, tell us how you ev aluated ASC Topic 450-20-50 in
your disclosures. In your response please addr ess the contractual indemnifications which
have been entered into with the third part y in regard to portions  of the liabilities
stemming from the alleged violations.
Allowance for loan and lease losses, page 35

9. Please tell us, and revise your future filings to disclose, the following asset quality credit
metrics for each of the periods presented and provide a narrative discussion addressing the changes therein as warranted:

 Ratio of the allowance for lo an losses to total loans;
 Ratio of the allowance for loan  losses to nonperforming loans;

 Paul Frenkiel   The Bancorp, Inc.   January 6, 2012   Page 4
  Ratio of the nonperforming asse ts to total assets; and
 Ratio of net charge-offs to average loans.

Form 8-K filed October 20, 2011

10. Please revise your future filings to change  the name of your non-GAAP measure to more
accurately reflect its content.  In this rega rd, the use of the word “core” implies you are
referring to your most central or essential ope rations and results.  Removal of income tax
expense, gains on sales of investment securities , OTTI charges, losses on other real estate
owned and the provision for loan and lease losses and other credit costs to arrive at
“core” earnings implies that these activities  are not an inherent part of your core
operations.  Thus, we believe it would be appr opriate to use a more descriptive title to
describe this non-GAAP measure, eliminating the use of the word "core" in its entirety in
the title.
 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:
 the company is responsible for the adequacy  and accuracy of the disclosure 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 federal securities laws of the United
States.

 Paul Frenkiel   The Bancorp, Inc.   January 6, 2012   Page 5

You may contact Marc Thomas, Staff Account ant, at (202)551-3452 or me at (202)551-
3872  with any questions.
  Sincerely,
   /s/ Hugh West
Hugh West
          Accounting Branch Chief

UNITED STATES
SECURmeS AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
May 6, 2009
Mail Stop 4561
By u.s. Mail andfacsi1ne to (301) 791-5609
-Mar F. Ega
Chief Finia Offcer
The BnnCQl" Inc. 11
409 SilveiideRoa
Wilmingtn, DE 19809
RI!: . Thl! B:m~(lrp Int.
Form l()Kfor the period ended December 31, 200
File No. (¡51/ll8
Dea Mr. Egan:
We have reviewed th aboe referced filig and have the following comments.
We have limited our review to onl your finaial statents and rela-id disclosure and
do not inted to expand our reew to other poions of your documents. Plea be as
detled as nec in your expliuon. In ou CQmments, we may ask you to provide
us with informtion so we may better understad your dislosure. Afer reviewing this
infortion, we may rase addional comments.
Plea undersd that the purse of our reew pres is to asis you in your
CQmpliance with the applicable disclosu requirements and to cihanc-e theoveral
disclosure in your fiing. We look forwar to working with you in these repets. We
weloo any queions you ma have about our commen or any other aspect of our
review. Feel fr to cal us at the telephone numbers listed at the end of ths letter.
* * '" *

Mr. Marin F. Egan
The BanCQrp, Inc.
May 6, 2009
Pa¡ie 2 of3
Form IO-K for th Year Ended Deceber 31. 2008
Item 8. Finaial Statements an Sllplementa Data
Notes to Con.t(lidated Finacial Stateents
Note D - Investment Securties. p~e 64
I. We note the signcat unize losse related to your beld-to-matuty debt
secties at Deceber 31, 2008. We have the followig CQmments:
. pleae provide us a ftl detaled analyi,is of thes seurties' impainent as of
Dember 3 i, 2008 tht identifies all availale evidece, explai the relative
signficace of eah piece of evidence. an identifes the pnma evidence on
whieh you rely to support a reali7..le vaue equa to or gr than the
cang value of the inW'nt. Speificaly tell us if you consider al
avalable evidence, includig inortion reived afr yea end, afting the
project ca flows as of the penod en. We may hae fuer comment
bad on your reponse; and
· plea provide us an C(nsder disclosing in all futu filigs, a tåble detili
the following inormaton for your trt prefer seurties: dea na,
single-issuer or poled, clas book vaue, fai value, umze gan/oss.
cret rnngs niunher of bans in issuance, defuls and defaults as a
percetage of collatera, and excess subonition after tang into aecunt
your be estimates of futur interest defèrrs and defats.
Note L - Income Taxes. ~e 71
2. Pleae tenus how you determ th a valuation allowace was not nesa
for deferrd ta asts. Speifcaly detal th positive and negative evidence us
to support your decsion under pargrphs 23-24 of SPAS 109 (reer also
paph 103).
*"""
Pleas send us yó-ir respnse to these comments with 10 business days or tell us
when you will provide US with a reponse. Plea fush a CQve letter keyg your
repons to our CQmments an provide any requested supplementa informtion. Plea
tile your repons letter on EDAR. Please under that we may have additional
cOmmts af reviewin your respose to our comments
We ur all pens who are responsible fòr the accury and adequacy of the
disclosur in the fiing to be cen tht the fiin includes all infurmaton reuire under
the Securties Exchimge Act of 1934 an that they have provided all inormaton invesors
2
./

).
Mr. Mar F. Ega
Th Bacorp,Irtc.
May 6, 200
Pag 3 00
reuir tor an inormed invesent decision. Since the compay and its magement are
in pos.'lCssion of all fats relatig to a cmnpay's disclosur they ar reponsible for the
accuracy and adua of th dÍsclos they have made.
In CQmition with repondig to our comments. plea provide, in .writi, a statement
frm the compay iicknwledgig tht:
. the compay is reponsible for the adequacy and acurcy of the disclosure in thefig;
. staff comments or chages to disclosure in respns to sta comments do not
forelose the Commsion frm ting any action with ret to th filing; and
. the compay may not asrt stff comments as a defense in any prong
initiat by the Commisson or any persn under th feder seinties laws. of the
United Staes
ø'
In additon, pleas be adv~d that th Division of Enforcement ha acess to all
informtion you provide to the ¡¡taff of the Division of Corpmtíon Finance in our review
of your fiing orin rens to our comments on your ming.
Y oumay cotact Dave Ir Revieiing Accountant, at (202) 551-3321 or me at
(202) 551-3474 if you have quons.
Sinceely,
Sharn M. Blume
Asstat Chief Accuntat
3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

June 9, 2009

Mail Stop 4561
By U.S. Mail and facsimile to (302) 791-5609
Martin F. Egan Chief Financial Officer The Bancorp, Inc. 409 Silverside Road Wilmington, DE 19809
 Re: The Bancorp, Inc.
Form 10-K for the periods ended December 31, 2008 and December
31, 2007 Form 10-Q for the quarters ended March 31, 2009, September 30, 2008, June 30, 2008 and March 31, 2008
  Form 8-K filed March 18, 2009   File No. 0-51018

 Dear Mr. Egan:
We have completed our review of your Forms 10-K and related filings and have
no further comments at this time.        S i n c e r e l y ,           S h a r o n  M .  B l u m e        Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence - The Bancorp Inc.

 June 1, 2009

 Sharon M. Blume

 Assistant Chief Accountant

 United
States Securities and Exchange Commission

 Mail Stop 4561

 Washington, D.C. 20549

 Re:

The Bancorp, Inc.

Form 10-K for the period ended December 31, 2008

File No. 0-51018

 Dear Ms. Blume:

 On behalf of The Bancorp, Inc. (the “Company”), I wish to respond to your comment letter dated May 6, 2009 concerning the above-referenced filing. For your convenience, I first restate your comments in
italics and then provide the Company’s response.

 Form 10-K for the Year Ended December 31, 2008

 Item 8. Financial Statements and Supplementary Data

 Notes to
Consolidated Financial Statements

 Note D – Investment Securities, page 64

1.
We note significant unrealized losses in your held-to-maturity portfolio at December 31, 2008. We have the following comments:

•

 please provide us a full detailed analysis of these securities’ impairment as of December 31, 2008 that identifies all available evidence, explains the
relative significance of each piece of evidence and identifies the primary evidence on which you rely to support a realizable value equal to or greater than the carrying value of the investment. Specifically tell us if you considered all available
evidence, including information received after year

 Sharon M. Blume

 United States Securities and Exchange Commission

 June 1, 2009

  Page
 2

 end, affecting the projected cash flows as of the period end. We may have further comment based on your response; and

•

 please provide us, and consider disclosing in all future filings, a table detailing the following information for your trust preferred securities: deal name,
single-issuer or pooled, class, book value, fair value, unrealized gain/loss, credit ratings, number of banks in issuance, deferrals and defaults as a percentage of collateral, and excess subordination after taking into account your best estimates
of future interest deferrals and defaults.

 At December 31, 2008, the held to maturity—other securities
category consisted of six single issuer trust preferred securities issued by either banks or insurance companies and two pooled issuer trust preferred securities. The book value of the single issuer trust preferred securities was $21.5 million, of
which four securities totaling $9.5 million were issued by four different banks and two securities totaling $12.0 million were issued by two different insurance companies. The two pooled trust preferred securities totaled $2.0 million.

The Company performs a review of the individual securities using a variety of information sources including public filings, such as earnings releases,
10-Q’s and 10-K’s and regulatory filings such as call reports. The Company underwrote the single issuer securities purchases initially the same way as it would a loan request, and the Company continues to review the available information
in the same way it would review a loan. In performing its review the Company focuses on the issuer’s ability to repay the debt and its compliance with the terms of the debt instrument; in essence reviewing what the Company would, on the date of
the review, lend the institution for the associated term. The Company’s review focuses on the issuer’s financial information. Within that review of the financial information, the Company analyzes the balance sheets to determine the
distribution of the assets and the liabilities and the capital makeup and ratios, the income statement to see if the issuer is profitable and the circumstances that may have caused any deviations in core earnings, including impairment charges on
goodwill, other than temporary impairment charges or one-time gains. Trends both positive and negative within the financial information are reviewed for their potential impact on the issuer and the ability for them to continue to make payments on
outstanding obligations. For example, a trend that the Company monitors for bank issuers is the delinquency within the loan portfolio and the non-performing asset amounts. If these trends are negative or inconsistent with banks of similar loan
portfolios, the Company will review additional information such as public releases or news articles relevant to the issuer to determine how

 Sharon M. Blume

 United States Securities and Exchange Commission

 June 1, 2009

  Page
 3

the issuer may be addressing the trends, including raising new capital or selling assets to reduce leverage or increase capital. The analysis performed on a
quarterly basis for a single issuer bank trust preferred security focuses on the following criteria; capital, regulatory capital ratios, earnings, asset quality, liquidity and regulatory disclosures. For single issuer insurers, the Company evaluates
capital, earnings, assets, liquidity and regulatory disclosures. For the pooled securities the Company reviews available ratings reports and the underlying collateral company’s performance.

 The Chief Financial Officer and the Chief Credit Officer review the financial information on a quarterly basis and report the findings to the
Company’s Asset Liability Committee. The Company relies primarily on the financial review it performs on its own behalf. The Company believes that changes in the fair value of its investment portfolio were driven by changes in the interest rate
environment; those changes, along with changes in the in the perception of the given industry in which these securities are associated, have driven the values down from their original purchase amounts. The Company has both the ability and intent to
hold the securities to maturity at which time it believes it will receive its principal in full.

 The following table details the trust
preferred securities within the held to maturity-other investment securities portfolio (in thousands):

 Issuer

Type

Class

Book value

Fair value

Unrealized
loss

Rating(1)

 Patriot Capital Trust I

Single issuer

n/a

$
2,461

$
1,780

$
(681
)

Not rated

 Ohio Savings Capital Trust I

Single issuer

n/a

2,090

1,778

(312
)

BB

 Gold Banc Trust III

Single issuer

n/a

3,115

1,683

(1,432
)

Not rated

 Columbia Financial Capital Trust I

Single issuer

n/a

1,869

1,439

(430
)

Not rated

 Ahusco Stat Trust II

Single issuer

n/a

8,654

7,541

(1,113
)

Not rated

 Amlin Plc

Single issuer

n/a

3,366

2,851

(515
)

Not rated

 Preferred Term Secs Ltd (2)

Pooled

Mezzanine

1,060

836

(224
)

B1

 MMCaps FDG I Ltd (3)

Pooled

Mezzanine

914

500

(414
)

B1

$
23,529

$
18,408

$
(5,121
)

(1)
Ratings presented as of December 31, 2008 and were determined by either Standard & Poor’s or Moody’s.

(2)
At December 31, 2008, there were 33 banks in the pool, of which total defaults and deferrals were 12.70% of current collateral.

(3)
At December 31, 2008, there were 29 banks in the pool, of which the total defaults and deferrals were 7.32% of current collateral.

 For future filings, the Company will enhance its disclosures over the investments securities contained within the held to maturity - other securities
category within the

 Sharon M. Blume

 United States Securities and Exchange Commission

 June 1, 2009

  Page
 4

management discussion and analysis section. The disclosure will include, at a minimum, the amount and number of securities by group (single issuer or pooled)
and industry type.

 Note L – Income Taxes, page 71

2.
Please tell how you determined that a valuation allowance was not necessary for deferred tax assets. Specifically detail the positive and negative evidence used to support your
decision under paragraphs 23-24 of SFAS 109 (refer also paragraph 103).

 At December 31, 2008, the Company had a
deferred tax asset of $22.8 million of which $15.2 million is related to tax deductible goodwill. The Company considered the following factors in the evaluation of the realizability of the Company’s net deferred tax asset at December 31,
2008:

•

 The Company has a history of taxable income over the past five years, which was the majority of its operating history.

•

 The deferred tax asset related to the tax deductible goodwill is being amortized through 2022.

•

 The remaining net deferred tax assets are comprised of timing differences without expiration dates except for the net operating loss carryforwards (NOL
carryforward). The NOL carryforward of $717,000 expires in 2022 and is subject to limitations of $478,000 per year.

 The
Company is projecting earnings in 2009 and in future periods based upon current asset earning potential. Based upon the taxable income history and the projections, as well as the length of the amortization period, the Company determined that a
valuation allowance was not necessary at December 31, 2008.

Sincerely,

The Bancorp, Inc.

 /s/ Martin F. Egan

Martin F. Egan

Chief Financial Officer and Secretary

CORRESP
1
filename1.htm

Correspondence

 April 10, 2009

 Sharon M. Blume

 Assistant Chief Accountant

 United
States Securities and Exchange Commission

 Mail Stop 4561

 Washington, D.C. 20549

Re:
The Bancorp, Inc.

 Form 10-K for the period
ended December 31, 2007

 Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30,
2008

 Form 8-K filed March 19, 2009

 File No. 0-51018

 Dear Ms. Blume:

 On behalf of The Bancorp, Inc. (the “Company”), we wish to respond to your comment letters dated March 11, 2009 and March 23, 2009 concerning the above-referenced filings. For your convenience, we
first restate your comments in italics and then provide the Company’s response.

 10-Q for the period ended September 30, 2008

Item 1. Financial Statements

 Notes to the Consolidated
Financial Statements

1.
We note your response to prior comment one from our letter dated February 9, 2009 regarding segmentation. Your response indicates that the chief operating decision maker
regularly reviews financial information provided by the reporting units to make decisions for the Community Banking segment. Please provide us with the information the chief operating decision maker regularly reviews (monthly internal reports,
financial reports provided to the Board of Directors, budget and forecast reports used by management to plan future operations, internal quarterly and annual reports used by top management to assess operating performance, etc.) so that we can better
understand how you manage your business.

 Sharon M. Blume

 United States Securities and Exchange Commission

 April 10, 2009

  Page
 2

 The chief decision maker reviews a variety of reports to make decisions for the community banking
segment. Reports at the board level are reviewed at the community banking level. The board reports include breakdowns by product line for loans and deposits. We prepare budgets from a top down perspective and these budgets are based on input from
the product line managers. The budget comparisons reviewed by the board are at the banking segment level. We have supplementally sent to you samples of the reports reviewed by management and the board to make decisions. The reports include: daily
trial balance, loan and deposit summaries, board of directors package, the budget, summary of product line production, a deposit comparison, a cost of funds report by product and a certificate of deposit maturity report.

 Note 9. Goodwill and Other Identifiable Intangible Assets, page 13

2.
We note your response to prior comment two from our letter dated February 9, 2009 regarding your goodwill impairment analyses performed. Please provide us with additional
details regarding your discounted cash flow analysis. Please address the following:

•

 tell us the discount rates used at each testing date, by reporting unit and for the company as a whole, and how you concluded that your discount rates
used during the testing periods were reasonable;

•

 tell us if you performed sensitivity analysis during impairment testing, the specific sensitivity analysis performed and how the sensitivity analysis
impacted your conclusions regarding potential goodwill impairment;

•

 tell us the specific growth assumptions used during goodwill impairment testing at each testing date, and how you concluded that these growth assumptions
were reasonable; and

•

 provide us with your proposed disclosures in the 12/31/08 10-K in MD&A and the Notes to the financial statements regarding goodwill and impairment
testing.

 Sharon M. Blume

 United States Securities and Exchange Commission

 April 10, 2009

  Page
 3

 As previously discussed with the staff, the Company determined that as of December 31, 2008 the
goodwill was impaired. The Company has recorded the impairment charge of $51.9 million in its financial statements for the year ended December 31, 2008 included in its Form 10-K filed on March 20, 2009.

 Form 8-K filed March 19, 2009

1.
We note your fourth quarter goodwill impairment charge was driven by the decline in enterprise value caused by your reduced common stock price. Please tell us how you considered
the decline in enterprise value when determining no impairment test was necessary for previous quarterly periods in 2008. Refer to paragraph 28 of SFAS 142.

 We evaluate our goodwill on a quarterly basis to determine if events or circumstances included in paragraph 28 of SFAS 142 have occurred during the
reporting period and would require additional testing to evaluate for impairment. For each of our first three quarters, we determined that no events or circumstances set forth in paragraph 28 had occurred and that a triggering event had not occurred
within those quarters, including September 30, 2008. We also evaluated the decline in market value of our common stock during the first three quarters in conjunction with other factors that would influence the fair value of the community
banking operating segment. The following factors were considered in reaching our conclusion:

•

 Approximately 92% of the aggregate goodwill was a result of the stored value processing acquisition that occurred on November 30, 2007.

•

 Forecasted revenues associated with the operating segment for each of the reporting periods were evaluated.

•

 We have not restructured the current staffing levels or made changes to the operating segment and do not anticipate that we will make any such changes in fiscal
year 2009.

 Sharon M. Blume

 United States Securities and Exchange Commission

 April 10, 2009

  Page
 4

 Our annual goodwill evaluation included additional factors in our valuation model, in particular an
analysis of our market value based on the trading values of our common stock as compared to our book value. This market analysis was factored into the valuation along with an income-based cash flow valuation and a model based on valuations of sales
of similar type and size financial institutions to determine the fair value of the community banking segment. The income-based cash flow valuation was revised based on actual performance in the fourth quarter, which revised projections for future
periods. The revisions to the income based model in conjunction with the valuation from the market analysis led to an overall decline in the enterprise value of the banking segment.

 The continued decline in the economy as well as our performance over the last two quarters of 2008 changed the projections that were used in the
income-based model. After the Step 1 analysis showed that the fair value of the operating segment was less than the carrying value, we performed a Step 2 analysis based on the fair value calculated in Step 1. The results of the Step 2 analysis led
us to impair the goodwill as of December 31, 2008.

2.
We note you took an after-tax charge of $5.7 million for impairment of two investment securities. Please provide us with the following additional information concerning these
securities:

•

 Provide us with a table detailing the following information for the impaired securities: nature of the investments (US Government agency securities,
mortgage-backed securities or other securities), book value, fair value and unrealized gain/loss as of 12/31/08 and 12/31/07 and each of the quarterly periods in 2008 (9/30/08, 6/30/08, 3/31/08).

•

 Provide us a full detailed analysis of these securities impairment as of each quarterly period in 2008 that identifies all available evidence, explains
the relative significance of each piece of evidence, and identifies the primary evidence on which you relied upon to support management’s determination that there was no other than temporary impairment for these specific securities; and

 Sharon M. Blume

 United States Securities and Exchange Commission

 April 10, 2009

  Page
 5

•

 Tell us why you did not disclose in your Form 8-K filed on January 30, 2009 that the company’s year-end valuations with respect to investment
securities were not final.

 The following table shows the values of the two investment securities at each of the
requested periods. The two investment securities which are aggregated into the Other Securities group were collateralized debt obligations. On July 1, 2008, these investments securities were transferred from available for sale to held to
maturity, resulting in the book value reduction.

Amortized
Cost
12/31/2007

Fair Value
12/31/2007

Unrealized
loss
12/31/2007

Amortized
Cost
3/31/2008

Fair Value
3/31/2008

Unrealized
loss
3/31/2008

 Other securities

8,629,528

8,361,689

(267,839
)

8,629,703

8,365,213

(264,490
)

Amortized
Cost
6/30/2008

Fair Value
6/30/2008

Unrealized
loss
6/30/2008

Amortized
Cost
9/30/2008

Fair Value
9/30/2008

Unrealized
loss
9/30/2008

 Other securities

8,618,806

4,204,707

(4,414,099
)

8,608,838

4,740,663

(3,868,175
)

Amortized
Cost
12/31/2008(1)

 Other securities

0

(1)
An other than temporary impairment charge of $8.6 million was recorded at December 31, 2008 to reduce the amortized cost value to $0.

 We review available ratings reports, collateral underlying the securities and the performance of the individual securities on a quarterly basis. Based
upon the available information, we made the determination in March 2009 that the two investment securities were other than temporarily impaired at December 31, 2008. We believed the declines in the market values in the fourth quarter were the
result of the illiquidity in the market for these types of securities. In transferring a group of investment securities to held to maturity in July, which included the two investment securities that we recorded other than temporary impairment
subsequent to reclassification, we determined that we were going to hold these securities until their maturity. The subsequent determination to impair these two investment securities within our held to maturity portfolio was based upon increased
collateral defaults first identified in the fourth quarter ratings reports, which were issued subsequent to our initial earnings report. These fourth quarter rating reports showed significant deterioration in the collateral underlying the investment
securities from

 Sharon M. Blume

 United States Securities and Exchange Commission

 April 10, 2009

  Page
 6

prior period reports that we reviewed. As a result of these considerations, we concluded that it was probable that we would not recover our principal
investment at December 31, 2008. As a result of that analysis, we recorded an other than temporary impairment charge on the two investment securities at December 31, 2008.

 We will add disclosures in future filings if items are subject to additional evaluation which is not final at the time of the announcement.

Sincerely,

The Bancorp, Inc.

 /s/ Martin F. Egan

Martin F. Egan

Chief Financial Officer and Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

March 11, 2009

Mail Stop 4561

By U.S. Mail and facsimile to (302) 791-5609
Martin F. Egan Chief Financial Officer The Bancorp, Inc. 409 Silverside Road Wilmington, DE 19809
Re: The Bancorp, Inc.
 Form 10-K for the period ended December 31, 2007
Form 10-Q for the quarters Ended March 31, 2008, June 30, 2008 and September 30, 2008
 File No. 0-51018

Dear Mr. Egan:
We have reviewed your response dated March 6, 2009 to our comment letter dated
February 9, 2009.  Please provide us with the following additional information:  10-Q for the Period Ended September 30, 2008

 Item 1.  Financial Statements

Notes to the Consolidated Financial Statements

General
 1. We note your response to prior comment one from our letter dated February 9, 2009 regarding segmentation.  Your response indicates that the chief operating decision maker regularly reviews financial information provided by the reporting units to make decisions for the Community Banking segment.  Please provide us with the information the chief operating decision maker regularly reviews (monthly internal reports, financial reports provided to the

Mr. Martin F. Egan
The Bancorp, Inc. Page 2 of 2
Board of Directors, budget and forecast reports used by management to plan future operations, internal quarterly and annual reports used by top management to assess operating performance, etc.) so that we can better understand how you manage your business.
  Note 9.  Goodwill and Other Identifiable Intangible Assets, page 13

2. We note your response to prior comment two from our letter dated February 9, 2009 regarding your goodwill impairment analyses performed.  Please provide us with additional details regarding your discounted cash flow analysis.  Please address the following:
• tell us the discount rates used at each testing date, by reporting unit and for the company
as a whole, and how you concluded that your discount rates used during the testing periods were reasonable;
• tell us if you performed sensitivity analysis during impairment testing, the specific sensitivity analysis performed and how the sensitivity analysis impacted your conclusions regarding potential goodwill impairment;

• tell us the specific growth assumptions used during goodwill impairment testing at each testing date, and how you concluded that these growth assumptions were reasonable; and

• provide us with your proposed disclosures in the 12/31/08 10-K in MD&A and the Notes to the financial statements regarding goodwill and impairment testing.    You may contact Dave Irving, Reviewing Acc ountant, at (202) 551-3321 or me at (202)
551-3474 if you have questions.

       S i n c e r e l y ,           S h a r o n  M .  B l u m e        Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

 March 6, 2009

 Sharon M. Blume

 Assistant Chief Accountant

 United
States Securities and Exchange Commission

 Mail Stop 4561

 Washington, D.C. 20549

Re:

The Bancorp, Inc.

Form 10-K for the period ended December 31, 2007

Form 10-Q for the quarter ended September 30, 2008

File No. 0-51018

 Dear Ms. Blume:

 On behalf of The Bancorp, Inc. (the “Company”), we wish to respond to your comment letter dated February 9, 2009 concerning the above-referenced filings. For your convenience, we first restate your
comments in italics and then provide the Company’s response.

 10-Q for the Period Ended September 30, 2008

 Item 1. Financial Statements

 Notes to the consolidated
Financial Statements

 General

1.
We note that you have two primary revenue channels – interest income and stored value processing fees. Please tell us whether you believe the stored value processing channel
meets the definition of an operating segment in accordance with paragraph 10 SFAS 131. If so, tell us how you determined it did not meet the quantitative thresholds in paragraph 18 of SFAS 131 to qualify as a reportable segment. If you aggregate two
operating segments into one reportable segment, tell us how you satisfied the aggregation criteria of paragraph 17 of SFAS 131.

 The
Company has one operating segment, Community Banking, made up of three reporting units which were determined under Emerging Issues Task Force (EITF) No.

D101 Clarification of Reporting Unit Guidance in Paragraph 30 of FASB Statement No. 142. The reporting units are (1) the core banking
division which focuses on loan and deposit generation with traditional banking products; (2) the leasing division; and (3) the stored value processing division. The stored value unit is a funding source for our asset generation. The
deposits this unit gathers serve as a low cost source of funds for our other two reporting units focused on asset generation. Based upon our analysis, the stored value unit did not meet the definition of an operating segment as it does not generate
revenues, outside of deposit fees, without the support of the other reporting units. Each of these reporting units is a component of the Community Banking operating segment as they each have distinct financial information and individual unit
managers who review the financial information. These reporting units constitute a business in accordance with EITF No. 98-3, Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business. These reporting
units are aggregated together into the Community Banking operating segment as they have similar economic characteristics, including similar class of customers and types of interest bearing products for the customer base. Our President, who is our
chief operating decision maker reviews the financial information provided by the reporting units to make decisions for the Community Banking segment. The Company does not have any other operating segments that it aggregates to a reportable segment.

 Note 9. Goodwill and Other Identifiable Intangible Assets, page 13

2.
We note from your response to prior comment five from our letter dated December 31, 2008 that you are in the process of performing your annual impairment testing; however,
you do not anticipate that any impairment will be recognized. In an effort to help us better understand your testing, please provide the additional details regarding impairment testing performed during the fourth quarter of 2008:

•

 Provide us a list (in tabular format) of each reporting unit and identify the respective unit fair value, carrying amounts, reporting unit goodwill;

•

 Identify each reporting unit that was tested for impairment and discuss the specific techniques used to determine unit fair value;

•

 Tell us, when you are evaluating your individual reporting units for impairment, how you validate the reasonableness of the fair values determined. For example,
tell us whether you received quoted market prices in active markets to validate the results from the discounted cash flow model. In this regard, we note that paragraph 23 of SFAS 142 indicates that quoted market prices in active markets are the best
evidence and should be used if available. Additionally, tell us whether management reconciled the fair values of the reporting units to the market capitalization of the company, and if so, the results of such testing; and

•

 Identify specifically which reporting units, if any, required the second step of impairment testing and the results of such testing.

 The Company has two reporting units with recorded goodwill (stored value and leasing). The core banking division has no recorded
goodwill. The following represents the fair value, the carrying amount of the equity and the goodwill for each reporting unit as of December 31, 2008.

 Reporting Unit

Fair
value

Carrying
Amount

Goodwill

(in thousands)

 Stored value

$
64,035

$
60,560

$
47,936

 Leasing

9,713

3,960

3,951

 Core Banking

25,782

151,670

—

 Total

$
99,530

 Both the stored value and the leasing reporting units were tested for impairment using a discounted cash flows
model. The Company did not receive quoted market prices on the individual reporting units since there is not an active market for either the stored value division or the leasing division. In the case of the stored value division, the Company was
able to look at other factors to determine that its estimate of fair value was reasonable. Those factors include deposit premiums, since this reporting unit generated deposits for core banking transactions, and one proposed transaction involving
another bank’s stored value portfolio.

 As part of the goodwill impairment testing process, the Company reviewed the fair value of the reporting units
using the discounted cash flow method. Due to the significant decline in the Company’s market capitalization, the Company performed a reconcilement of the fair value of the reporting units to the Company’s market capitalization as of
December 31, 2008. To perform the reconcilement, the Company fair valued the core banking reporting unit which has no recorded goodwill. The Company’s reporting units are not publicly traded and therefore do not have a quoted market price.
As of December 31, 2008, the Company was trading at approximately 32% of its book value. The fair value of the reporting units totaled approximately $99 million (the “calculated fair value”) or 57% of the Company’s book value.
Applying a control premium of 1.40, which is based on similar bank transactions that have occurred over the prior two years, would increase the current market capitalization to approximately $76 million (the “adjusted market
capitalization”) or 44% of the book value. In comparing the calculated fair value to the adjusted market capitalization, there is approximately a $23 million difference.

 In reviewing the difference between the calculated fair values and the adjusted market capitalization, the Company believes that there are several factors that have affected the Company’s current market
capitalization. The Company’s stock is thinly traded and is subject to additional price volatility. For example, on February 12, 2009, an insider purchased 5,000 shares and it took 28 trades to execute the purchase and on December 1
an insider purchased 30,000 shares and it took 138 trades to execute the purchase. The Company also believes that a portion of the volatility of the common stock can be attributed to the change in the top five investors (or 32% of total common stock
outstanding) that occurred over the last two quarters of 2008. With limited trading volumes, the changes in these large positions have caused volatility with our common stock as it has historically taken time to trade large positions. Prior to
June 30, 2008, the top four to five investors had remained consistent since June of 2006. The following

tables show the changes in the positions of the top five investors at December 31, 2008 and June 30, 2008.

 As of December 31, 2008 (common stock held)

 Holder Name

12-31-08
Position

09-30-08
Position

06-30-08
Position

Change
from
6-30-08 to
12-31-08

 Yacktman Asset Management Co., Inc.

1,840,372

1,312,315

261,014

1,579,358

 Royce & Associates LLC

1,143,265

1,293,265

1,293,265

-150,000

 Gruber & McBaine Capital Management LLC

600,000

0

0

600,000

 Wellington Management Co. LLP

550,924

550,924

796,765

-245,841

 Beach Investment Counsel, Inc.

515,585

515,585

515,585

0

 As of June 30, 2008 (common stock held)

 Holder Name

12-31-08
Position

09-30-08
Position

06-30-08
Position

Change
from
6-30-08 to
12-31-08

 Royce & Associates LLC

1,143,265

1,293,265

1,293,265

-150,000

 NWQ Investment Management Co. LLC

0

0

1,178,125

-1,178,125

 Goldman Sachs Asset Management LP (United States)

128,546

540,308

1,118,333

-989,787

 Wellington Management Co. LLP

550,924

550,924

796,765

-245,841

 Manning & Napier Advisors, Inc.

217,880

536,920

524,940

-307,060

 In reconciling back to the adjusted market capitalization, the Company also reviewed how the stock within its peer
group were trading relative to book value during the second half of 2008. The Company’s peer group of Mid-Atlantic Banks with assets between $1 billion to $3 billion was trading at approximately 60% of book value.

 As a second step in the reconcilement process, the Company considered the peer group price to book ratio and compared that amount to the calculated fair value of the
reporting units. The percentage of price to book value was weighted equally between the Company and the peer group (50% of the calculation is based on the Company’s current price to book and 50% is based on the peers’ price to book, so
that each was given equal consideration), the Company would trade at approximately 46% of book value. Applying the same control premium as above, the Company’s estimated market capitalization would be approximately $111 million as compared to
the calculated fair value of the reporting units of $99 million.

 Additionally, the volatility in the stock price would be reflected in the core banking
unit as the market would potentially require higher rates of return for this reporting unit containing the commercial real estate and construction loan portfolios (or approximately 55% of the core banking loan portfolio as of December 31,
2008). As the macro economic environment has deteriorated, a negative stigma has been placed on those types of assets and, as a result, the shareholders would require higher rates of return for the perceived potential risk and, as such, the Company
applied a 25% discount rate to that core banking unit. The net losses incurred by the Company for the year ended December 31, 2008 are from core banking and not from the two reporting units with recorded goodwill. The two

reporting units with the recorded goodwill are not traditional lines of business for smaller community banks. The stored value division is currently the
third or fourth largest (depending on the report) open loop prepaid card issuer in the country behind Bank of America and US Bancorp. This unit has performed above projections since its acquisition in November 2007. As of February 28, 2009,
deposits have grown to approximately 45% to $596 million. The projections used in the fair value model projected deposits to be $496 million at the year end 2009. The stored value division provides the remaining reporting units (leasing and core
banking) with funds at an interest rate margin of 1.77%. This interest rate margin is 47% lower than the Company’s peer group as of the fourth quarter of 2008.

 The Company believes that the changes in the ownership of the common stock over the last six months and the volatility in the stock price do not directly correlate to the calculated fair value of the reporting units.
While management feels the Company’s current market capitalization is not an accurate view of the Company’s value, we also feel that the current market capitalization is being heavily influenced by the real estate lending aspects within
its core banking reportable unit and not to the remaining two reporting units where goodwill is recorded and tested for impairment. The Company did not perform a second step analysis on either reporting unit as the step one analysis did not indicate
that the second step was necessary.

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

 Financial Condition

 Non-performing Loans, page
24

 3. We note your response to prior comment two from our letter dated December 31, 2008. It appears the majority of your non-accrual loans at
March 30, 2008 related to two loans totaling $6.5 million. Please tell us the nature of these loans (i.e. commercial, residential). Additionally, tell us how you measured impairment of these loans for each period during which they were on
non-accrual status. Provide us with a table which separately presents your recorded investments in the loans, the methods used for measuring impairment and the amounts of impairment as permitted (or required if foreclosure is probable) in paragraph
13 of SFAS 114, tell us how you determined the related loans qualify.

 One of the loans identified was a residential mortgage loan for $6.4 million and
the second loan was a commercial mortgage loan which totaled $167,553.

March 31, 2008

Carrying

Impaired

Measurement

 Loan

amount

amount

 Method

 Residential

$
6,400,000

$
528,125

Fair value of the collateral

 Commercial mortgage

167,553

12,852

Fair value of the collateral

June 30, 2008

Carrying

Impaired

Measurement

 Loan

amount

amount

 Method

 Residential

$
6,400,000

$
921,250

Fair value of the collateral

 Commercial mortgage

167,553

12,853

Fair value of the collateral

September 30, 2008

 Loan

Carrying
amount

Impaired
amount

 Measurement

 Method

 Residential

$
6,400,000

$
921,250

Fair value of the collateral

 The fair value of the collateral was used to determine the impairment as the loans were dependent on the on the
underlying collateral being sold as the sole source of repayment and the loans were reviewed on a loan by loan basis due to the type of loan and the size of the residential mortgage. The fair value of the property for the commercial mortgage was
based on an agreement of sale March 25, 2008 and the fair value of the residential property was based on an appraisal dated July 2005. The residential property impairment amounts were based on the Company’s estimates of expected sales
prices after reviewing the current market conditions. The Company factored in the estimated costs to sell these properties in its impairment calculation. The property involving the commercial mortgage was sold in the third quarter of 2008. The sale
resulted in a charge-off of $24,110. On November 18, 2008, the Company obtained possession of the residential property through a sheriff’s sale. Because of the continued decline in the housing market and the slowness in the high end home
sales market in the fourth quarter of 2008, the Company recorded a charge-off in the allowance for loan loss of $1.8 million prior to transferring the property to other real estate owned.

 The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United
States.

 Sincerely

 THE BANCORP, INC.

 /s/ Martin F. Egan

 Martin F. Egan

 Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence

 January 28, 2009

 Sharon M. Blume

 Assistant Chief Accountant

 United
States Securities and Exchange Commission

 Mail Stop 4561

 Washington, D.C. 20549

Re:
The Bancorp, Inc.

 Form 10-K for the period
ended December 31, 2007

 Form 10-Q for the quarter ended September 30, 2008

 File No. 0-51018

 Dear Ms. Blume:

On behalf of The Bancorp, Inc. (the “Company”), we wish to respond to your comment letter dated December 31, 2008 concerning the
above-referenced filing. For your convenience, we first restate your comments in italics and then provide the Company’s response.

 Form 10-K for
the period ended December 31, 2007

 Notes to the Consolidated Financial Statements

 Note 1 – Significant Accounting Policies, page 7

1.
Please tell us, and disclose in future filings, the amount of interest income recognized on loan balances past 90 days or more and still accruing interest in the periods
presented, as required by Instruction 2 to Guide 3.T.Bank.III.C.1.

 The interest accrued on loans past due 90 days or more
and still accruing interest was $165,000 and $22,000 as of December 31, 2007 and 2006, respectively. Instruction 2 to Guide 3.T.Bank.III.C.1 provides that the Company must disclose the gross interest income that would have been recorded on the
loans included in items (a) nonaccrual loans and (c) troubled debt restructurings of Guide 3.T.Bank.III.C.1.

 Sharon M. Blume

 United States Securities and Exchange Commission

 January 28, 2009

  Page
 2

Since loans past 90 days or more and still accruing interest fall within neither category, the Company believes that Guide 3 does not require the requested
disclosure.

2.
We note your disclosure on page 40 that the increase in loans past due 90 days or more still accruing resulted from loans in your residential and home equity portfolio. Further,
we note you reclassified these loans to non-accrual during the quarter ended March 30, 2008. Please tell us why you believed you should continue to accrue interest on these loans at December 31, 2007.

 At December 31, 2007 and based upon its analysis as of such date, the Company determined that the loans were in the process of collection and were
adequately secured. As a result of this analysis, the Company continued to accrue interest through December 31, 2007.

 Two of the loans
included in the past due 90 days or more still accruing category as of December 31, 2007, with an aggregate principal amount of $6.5 million, were reclassified to non-accrual status at March 31, 2008. The loans were reclassified because
the scheduled sale of the property securing the first loan did not occur when scheduled in the first quarter of 2008, and, with respect to the second loan, the Company discovered, during the first quarter of 2008, that the owner had abandoned the
property securing it. Additionally, $817,000 of the loans added to non-accrual status at March 30, 2008 were loans that had not been included in the past due 90 days or more still accruing category at December 31, 2007. Also, $1.6 million
of the loans that were past due 90 days or more still accruing interest were no longer delinquent at March 31, 2008.

 Form 10Q for the quarter
ended September 30, 2008

 Notes to the Consolidated Financial Statements

 Note 1 – Significant Accounting Policies, page 7

3.
We note you recorded $6.5 million of stored value processing fees for the prepaid card fees. Please tell us, and disclose in future filings, your accounting policy for revenue
recognition for these prepaid card fees.

 The Company recognizes stored value processing fees in the periods in which they
are earned by performance of the related services. These fees are transactional-based and include interchange fees and usage fees on the cards. The Company records this revenue net of costs such as association fees and interchange costs.

 Sharon M. Blume

 United States Securities and Exchange Commission

 January 28, 2009

  Page
 3

 The Company intends to add disclosure to reflect that policy in the note on significant accounting
policies to the financial statements to be included in its 2008 Form 10-K.

4.
We note you sold investment securities in the amount of $6.6m for the nine months ended September 30, 2008 and $12.2m for the year ended December 31, 2007. Please tell
us the following concerning these sales:

•

 the class of investment securities the sales related to (U.S. Government agency securities, Mortgage-backed securities, Other securities); and

•

 gross gains and losses on sales.

 The cash flow statement listing of investment sales of $6.6 million for the nine months ended September 30, 2008 and $12.2 million for the year ended December 31, 2007 should have also included a line item for “redemptions
and repayments”. The following table shows the supplemental breakout of the $6.6 million and $12.2 million:

Redemption of
FHLB stock

Repayments of Mortgage
Backed Sec.

 September 30, 2008

$
5.2 million

$
1.4 million

 December 31, 2007

$
11.1 million

$
1.1 million

 The Company did not have any gains or losses on sales of investment securities in either the nine
months ended September 30, 2008 or the year ended December 31, 2007.

 The Company will clarify these items in the cash flow
statement in future filings beginning in its 2008 Form 10-K.

 Note 9 – Goodwill and Other Identifiable Intangible Assets, page 13

5.
 It appears that your market capitalization is significantly below the book value of your equity and has been for consecutive quarters. Based on your disclosure
on page 13 of the Form 10-Q that, “no events have occurred subsequent to this

 Sharon M. Blume

 United States Securities and Exchange Commission

 January 28, 2009

  Page
 4

[December 31, 2007] evaluation to require additional testing,” it appears that you have not tested for goodwill impairment in the nine months ended
September 30, 2008. Please explain how you analyzed the difference in market capitalization and book value of your equity to conclude that an impairment test was not necessary. If you have performed an interim impairment test, please provide us
with a summary of your results in Step 1 and Step 2, if applicable. We may have further comment.

 The Company
acknowledges that its market capitalization is below the book value of its equity; however, it has determined that an interim impairment test was not necessary in accordance with paragraph 28 of SFAS No. 142. The Company evaluated its decline
in market value in conjunction with other factors that would influence the fair value of the reporting units that carry the goodwill. The following factors were considered in its conclusion.

•

 Two reporting units have goodwill associated with them, the leasing division and stored value processing division. Approximately 92% of the aggregate goodwill was a
result of the stored value processing acquisition that occurred on November 30, 2007.

•

 Forecasted revenues associated with the reporting units for the fourth quarter of 2008 and for the fiscal year of 2009 were evaluated. It has been estimated to be
10% for fiscal year 2009.

•

 The stored value division generated $6.5 million in non-interest income for the first none months of 2008, which was in line with projections. The yield on the
leasing portfolio was 10.17% for the first nine months of 2008.

•

 The average projected deposit growth rate is anticipated to be 35% for fiscal year 2009. The deposit growth since the acquisition of the stored value processing
division on November 30, 2007 was 309.4% or $359 million of deposits as of September 30, 2008. Deposits are an important low-cost funding source for the Company. Deposits costs represent a 1.02% cost of funds for the third quarter of 2008
compared to 3.20% from other funding sources. At September 30, 2008, the deposits from the stored value processing unit represented 44% of the Company’s core deposits

•

 The Company has not restructured its current staffing levels or made changes to its reporting units and does not anticipate that it will make any such changes in
fiscal year 2009.

 Sharon M. Blume

 United States Securities and Exchange Commission

 January 28, 2009

  Page
 5

•

 The Company’s market value has been depressed by current macroeconomic conditions as well as industry specific conditions. The Company’s common stock does
not have a high trading volume. Approximately five investors own 33% of the common stock and insiders own approximately 9% of the common stock.

 The Company believed as of September 30, 2008 and through the filing of the Form 10-Q that its market value did not trigger an interim impairment evaluation event when considered with the factors identified
above. The language within the disclosure of the Form 10-Q will be enhanced in future filings to clarify the Company’s analysis. The Company continued to monitor these fair value considerations through the fourth quarter and is in the process
of completing its annual impairment test. The Company has not completed its testing; however, based upon its preliminary evaluation, the Company currently does not believe that there is an indication of impairment.

6.
In the interest of providing readers with a better insight into management’s judgments in accounting for goodwill, please consider disclosing the following in future
filings:

•

 the reporting unit level at which you test goodwill for impairment and your basis for that determination;

•

 each of the valuation methodologies used to value goodwill (if multiple approaches are used), including sufficient information to enable a reader to understand
how each of the methods used differ, the assumed benefits of a valuation prepared under each method, and why management selected these methods as being the most meaningful for the company in preparing the goodwill impairment analyses;

•

 how you weigh each of the methods used including the basis for that weighing (if multiple approaches are used);

•

 a qualitative and quantitative description of the material assumptions used and a sensitivity analysis of those assumptions based upon reasonably likely changes;
and

 Sharon M. Blume

 United States Securities and Exchange Commission

 January 28, 2009

  Page
 6

•

 how the assumptions and methodologies used for valuing goodwill in the current year have changes since the prior year highlighting the impact of any changes.

 The Company will enhance its disclosures in the Management’s Discussion and Analysis section of its 2008 Form 10-K
to discuss the matters referred to in the above five bullets.

 The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United
States.

Sincerely

 /s/    Martin F. Egan

 Martin F. Egan

 Chief Financial Officer and Secretary

December 31, 2008

Mail Stop 4561

By U.S. Mail and facsimile to (302) 385-3117
Martin F. Egan Chief Financial Officer The Bancorp, Inc. 409 Silverside Road Wilmington, DE 19809
Re: The Bancorp, Inc.
 Form 10-K for the period ended December 31, 2007
Form 10-Q for the quarter ended September 30, 2008
 File No. 0-51018

Dear Mr. Egan:   We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and related disclosures and will make no further review of your documents.  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.

Mr. Martin F. Egan
The Bancorp, Inc.
Page 2 of 4
Form 10-K for the period ended December 31, 2007
Notes to the Consolidated Financial Statements
Note E – Loans, page 62

1. Please tell us, and disclose in future filings, the amount of interest income recognized on loan balances past 90 days or more and still accruing interest in the periods presented, as required by Instruction 2 to Guide 3.T.Bank.III.C.1.
 2. We note your disclosure on page 40 that the increase in loans past due 90 days or more still accruing resulted from loans in your residential and home equity portfolio.  Further, we note you reclassified these loans to non-accrual during the quarter ended March 30, 2008.  Please tell us why you believed you should continue to accrue interest on these loans at December 31, 2007.
 Form 10-Q for the quarter ended September 30, 2008

Notes to the Consolidated Financial Statements
Note 1- Significant Accounting Policies, page 7

3. We note you recorded $6.5 million of stored value processing fees for prepaid card fees.
Please tell us, and disclose in future filings, your accounting policy for revenue recognition for these prepaid card fees.

Note 4- Investment securities, page 10

4. We note you sold investment securities in the amount of $6.6m for the nine months ended September 30, 2008 and $12.2m for the year ended December 31, 2007.  Please tell us the following concerning these sales:

• the class of investment securities the sales related to (U.S. Government agency securities, Mortgage-backed securities, Other securities); and
• gross gains and losses on sales.

Note 9- Goodwill and Other Identifiable Intangible Assets, page 13

5. It appears that your market capitalization is significantly below the book value of your
equity and has been for consecutive quarters.  Based on your disclosure on page 13 of the Form 10-Q that, “no events have occurred subsequent to this [December 31, 2007] evaluation to require additional testing,” it appears that you have not tested for goodwill impairment in the nine months ended September 30, 2008.  Please explain how you analyzed the difference in market capitalization and book value of your equity to conclude that an impairment test was not necessary.  If you have performed an interim impairment test, please provide us with a summary of your results in Step 1 and Step 2, if applicable. We may have further comment.

Mr. Martin F. Egan
The Bancorp, Inc.
Page 3 of 4
6. In the interest of providing readers with a better insight into management’s judgments in
accounting for goodwill, please consider disclosing the following in future filings:

• the reporting unit level at which you test goodwill for impairment and your basis for that determination;
• each of the valuation methodologies used to value goodwill (if multiple approaches are used), including sufficient information to enable a reader to understand how each of the methods used differ, the assumed benefits of a valuation prepared under each method, and why management selected these methods as being the most meaningful for the company in preparing the goodwill impairment analyses;
• how you weight each of the methods used including the basis for that weighting (if multiple approaches are used);
• a qualitative and quantitative description of the material assumptions used and a sensitivity analysis of those assumptions based upon reasonably likely changes; and
• how the assumptions and methodologies used for valuing goodwill in the current year have changed since the prior year highlighting the impact of any changes.

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a response letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please file your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure 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

Mr. Martin F. Egan
The Bancorp, Inc. Page 4 of 4
‚ the company may not assert staff comments as a 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 our review of your filing or in response to our comments on your filing.
 You may contact Dave Irving, Reviewing Acc ountant, at (202) 551-3321 or me at (202)
551-3474 if you have questions.

       S i n c e r e l y ,           S h a r o n  M .  B l u m e        Assistant Chief Accountant