[Manhattan Bancorp Letterhead]
December 19, 2012
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Manhattan Bancorp
Registration Statement on Form S-1
File No. 333-185007
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Manhattan Bancorp (the “Registrant”) hereby requests acceleration of effectiveness of the Registration Statement on Form S-1, as amended (File No. 333-185007) so that it will be declared effective at 5:00 p.m., Eastern time, on December 20, 2012, or as soon as possible thereafter.
In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:
· should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Registrant may not assert the Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Joshua A. Dean of Bingham McCutchen LLP at (714) 830-0617 with any questions you may have concerning this request. In addition, please contact Mr. Dean when this request for acceleration has been granted.
| Very truly yours, |
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| /s/ Curt A. Christianssen |
| Curt A. Christianssen |
| Chief Financial Officer |