Mail-Stop 4561
July 25, 2007
Via facsimile and U.S. Mail
Mr. Donald L. Denney
President and Chief Executive Officer
Monarch Community Bancorp, Inc.
375 North Willowbrook Road
Coldwater, Michigan 49036
Re: Monarch Community Bancorp, Inc.
Amended Schedule 13E-3
File No. 5-78792
Filed June 27, 2007
Revised Preliminary Proxy Statement
File No. 0-49814
Filed June 27, 2007
Dear Mr. Denney:
We have reviewed your filings and have the following
comments.
Revised Preliminary Proxy Statement
Special Factors
Financial Fairness, page 18
1. We reissue clause (ii) of comment 31.
2. We note your response to comment 35 and we reissue it. It is
unclear why Donnelly Penman provided an oral opinion that appears
to
differ from its written opinion. Please explain.
Recommendation of our Board of Directors, page 22
3. We note your response to comment 37. Please tell us whether
state
law imposes any restrictions on effecting the current transaction
in
a way that affects some security holders but not others.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 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.
Any questions regarding the comments may be directed to
Michael
Clampitt at (202) 551-3434 or to me at (202) 551-3421.
Sincerely,
David S. Lyon
Senior Financial Analyst
CC: Via U.S. Mail and Fax:
Timothy E. Kraepel, Esq.
Howard & Howard Attorneys, P.C.
39400 Woodward Avenue, Suite 101
Bloomfield Hills, Michigan 48304-5151
Phone (248) 645-1483
Facsimile (248) 645-1568
Mr. D. L. Denney
Monarch Community Bancorp, Inc.
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