[BANK OF MARIN BANCORP LETTERHEAD]
October 3, 2017
VIA OVERNIGHT DELIVERY
David Lin, Esq.
Staff Attorney
Division of Corporate Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Bank of Marin Bancorp
Registration Statement on Form S-4
Filed September 15, 2017
File No. 333-220468
Dear Mr. Lin:
Pursuant to Rule 461 of the General Rules and Regulations promulgated under the U.S. Securities Act of 1933, as amended, Bank of Marin Bancorp (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-4 (File No. 333-220468), as amended, be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 5:00 p.m., Eastern Daylight Time, on October 5, 2017, or as soon as practicable thereafter.
Please contact Kenneth E. Moore, Esq. of Stuart | Moore | Staub at (805) 545-8590 with any questions you may have concerning this request, and please notify Mr. Moore when this request for acceleration has been granted.
| Very truly yours, |
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| /s/ Russell A. Colombo |
| Russell A. Colombo |
| President and Chief Executive Officer |
cc: Kenneth E. Moore, Esq.