October 19, 2004



Mail-Stop 0408
Via Facsimile and U.S. Mail
Mr. Gary L. Nalbandian
Chief Executive Officer
Pennsylvania Commerce Bancorp, Inc.
P.O. Box 8599
Camp Hill, Pennsylvania 17001-8599

	Re:  Pennsylvania Commerce Bancorp, Inc. (the "Company")
                   Amendment No. 2 to Form S-1
                   File No. 333-118236
                   Filed October 13, 2004

Dear Mr. Nalbandian:

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of your
filing or in response to our comments on your filing.


We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

Form S-1
Underwriting
1. Your response letter dated October 13, 2004, in response number 8,
indicated the "pricing amendment" would disclose the number of shares
purchased by the underwriter from the Company. Confirm to the staff
that the pricing amendment (Rule 424 filing) will disclose the actual
number of shares sold by the underwriters, including those shares
sold short. This amount may be different from the number purchased
from the Company.

General
2. Confirm to the staff that the Company will add a "Recent
Developments" section to the Prospectus, in the event the Company
experiences an adverse change in its financial condition or results
of operations from the date of the financial statements included in
the Prospectus through the date effectiveness is requested.

Closing Comment

As appropriate, please amend your registration statement in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this request
at least two business days in advance of the requested effective
date.

	Any questions regarding the accounting comments may be directed
to John Spitz at (202) 942-1924 or John Nolan at (202) 942-1783.  All
other questions may be directed to Michael Clampitt at (202) 942-1772
or to me at (202) 942-1779.

						Sincerely,



						Barry McCarty
						Senior Counsel






Mr. G. Nalbandian
Pennsylvania Commerce Bancorp
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