Mail Stop 4561

      August 26, 2005


By U.S. Mail and Facsimile to (818) 591-3838

C. G. Kum
President and Chief Executive Officer
FCB Bancorp
1100 Paseo Camarillo
Camarillo, California 93010

Re:	FCB Bancorp
      Amendment No. 1 to Registration on Form S-4
      Filed August 15, 2005
	File No. 333-126401

Dear Mr. Kum:

      We have reviewed your amendment 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 information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      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 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.

Introduction, page 3

1. Please revise this section to conform to the principles of
plain
English.  For example, please avoid using legalistic
parentheticals.
Also please revise to avoid a legalistic or overly technical
description of the transactions.  We note as examples such phrases
as
"pursuant to," "merge with and into," "for a moment in time."



Loans, page 39

2. We note your response to our prior comment 14.  Please revise
your
disclosure to include a discussion of the specific risks that
attach
to each type of loan in your portfolio, as well as the degree of
risk
inherent in each type of loan relative to the other types of
loans.

Background and Description of South Coast Bancorp Transaction,
page
64

3. Provide us with a full description of the details of the
private
placement offering, including the number of shares that will be
sold
in the offering, the timing of the offering, its current status,
the
price at which the shares are to be sold and the method used to
determined the price.  Tell us what exemption from registration is
being claimed and the relevant facts to support the use of that
exemption.  Submit a copy of any offering memoranda.  Give us your
analysis of why the private placement should not be integrated
with
the present public offering.  Also, tell us why the mention of the
offering in the S-4 does not constitute a general solicitation.

4. Provide us with similar information regarding the issuance of
the
trust preferred securities.

Part II
Undertakings

5. Please include the undertaking found in Item 512(h) of
Regulation
S-K.

*      *      *
Closing Comments

      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.



      You may contact Paula Smith, Staff Accountant, at (202) 551-
3696 or John Nolan, Accounting Branch Chief, at (202) 551-3492 if
you
have questions regarding accounting-related matters.  Please
contact
Gregory Dundas at (202) 551-3436 or me at (202) 551-3418 with any
other questions.

								Sincerely,



								William Friar
								Senior Financial Analyst


cc:	Gary M. Horgan, Esq.
	Young H. Park, Esq.
	Horgan, Rosen, Beckham & Coren, L.L.P.
	23975 Park Sorrento, Suite 200
	Calabasas, California 91302

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FCB Bancorp
C.G. Kum
August 24, 2005
Page 3