Mail Stop 4561

								August 4, 2005

VSB Bancorp, Inc.
3155 Amboy Road
Staten Island, NY 10306
Attn:  Raffaele M. Branca

Re:	VSB Bancorp, Inc.
	Item 4.02 Form 8-K
      Filed December 23, 2004
	File No. 000-50237

Dear Mr. Branca:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. Please revise your Form 10-KSB for the year ended December 31,
2004 to include within Item 8A - Controls and Procedures the
conclusions of your principal executive and principal officers
relating to the effectiveness of your disclosure controls and
procedures as required by Item 307 of Regulation S-B.

2. Tell us, and address in your Item 8A discussion, how you
assessed
the impact of your December 31, 2003 Form 10-KSB restatement in
reaching your conclusion. Specifically address how you determined
that the restatement did not reflect a material weakness in your
disclosure controls and procedures and impact your assertions on
the
effectiveness of your disclosure controls and procedures
considering
the guidance in PCAOB Auditing Standard No.2.

3. In Item 3 of your Form 10-QSB for the quarter ended March 31,
2005
we note that you have assessed your disclosure controls and
procedures as effective. We further note that since your last
evaluation of internal controls, i.e. at fiscal 2004 end, you have
not made any significant changes in, or taken corrective actions
regarding, either internal controls or other factors that could
significantly affect those controls. In the event you conclude
your
disclosure controls and procedures were ineffective as of the end
of
fiscal 2004, tell us how you conclude that they were effective as
of
March 31, 2005.

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  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 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 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

* 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.






	If you have any questions, please call Benjamin Phippen,
Staff
Accountant at (202) 551-3697 or me at (202) 551-3423.


							Sincerely,



							Amit Pande, Assistant Chief
							Accountant