April 20, 2005

By Facsimile (616) 336-7000 and U.S. Mail

Harvey Koning, Esquire
Varnum, Riddering, Schmidt & Howlett, LLP
333 Bridge Street N.W.
Grand Rapids, Michigan 49221

Re:  	Pavilion Bancorp, Inc.
	Schedule TO-I filed on April 12, 2005
	File No. 005- 80654

Dear Mr. Koning:

      We have the following comments on the above referenced
filing. 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.

Offering to Purchase for Cash
Conditions of Our Offer, page 12

1. Given the current situation in Iraq and Afghanistan, we are
concerned that your offer condition regarding the commencement of
a war, armed hostilities or other international or national calamity
is drafted so broadly and generally as to make it difficult to
determine whether it has been "triggered" by events as they occur.
More specifically, clarify how this condition should be interpreted,
given that there exists currently, armed hostilities and acts of
terrorism, directly or indirectly involving the United States.  In
this regard, we do not see a "material escalation" clause in your
conditions section that would provide guidance or other guidance that
would objectively verify when this condition is "triggered."

Price Range of Shares; Dividends, page 13

2. We note the reference to closing price of the company`s stock
on April 5, 2005.  Please advise us as to why you refer to this date
rather than a date immediately prior to the commencement of the
offer.

Letter of Transmittal

3. Unless required by state securities laws, please revise your
letter of transmittal to remove all representations that may
suggest to a stock holder that it is waiving its rights under the
Federal securities laws.  This includes representations that the
investor understands or recognizes the terms of this offer.  If this is
required by state law, please advise.

Closing Comments

      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 issuer is in possession of all
facts relating to its disclosure, it is responsible for the accuracy
and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from Pavilion Bancorp acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

      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.

      As appropriate, please amend your Schedule TO in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, 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 file your cover letter on EDGAR.  Please understand
that we may have additional comments after reviewing your amendment
and responses to our comments.  In addition, depending upon your
response to these comments, a supplement may need to be sent to security
holders.

      Please direct any questions to me at (202) 942-1957.  You
may also contact me via facsimile at (202) 942-9544.  Please send all
correspondence to us at the following ZIP code:  20549-0406.

           					Very truly yours,



          					Jeffrey B. Werbitt
						Attorney-Advisor
						Office of Mergers and Acquisitions

cc:	Mr. Douglas L. Kapnick
      Chairman of the Board
      Pavilion Bancorp, Inc.
      135 East Maumee Street
      Adrian, Michigan 49221