Pennsylvania Commerce Bancorp, Inc.
100 Senate Avenue
P.O. Box 8599
Camp Hill, PA 17001-8599
October 27, 2004
VIA EDGAR AND FACSIMILE
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(202) 942-9530
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, NW
Washington, DC 20549
Re: Pennsylvania Commerce Bancorp, Inc. (the "Company")
Registration Statement on Form S-1, as amended
File No. 333-118236 ("Registration Statement")
Dear Sir/Madam:
The Company hereby requests that the above-referenced Registration
Statement be declared effective by the Commission on Thursday, October 28, 2004
at 3:00 p.m. Eastern time, or as soon thereafter as is practical.
In addition, the Company acknowledges that:
o should the Commission or the staff, acting pursuant to
delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;
o the action of the Commission or the staff, acting pursuant
to the delegated authority, in declaring the Registration
Statement effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement; and
o 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.
Sincerely,
PENNSYLVANIA COMMERCE BANCORP, INC.
By: /s/ Mark A. Zody
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Mark A. Zody
Chief Financial Officer and Treasurer
October 27, 2004
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Pennsylvania Commerce Bancorp, Inc.
Registration Statement No. 333-118236
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Ladies and Gentlemen:
In accordance with Rule 461 of the Rules and Regulations of the Securities
and Exchange Commission promulgated under the Securities Act of 1933, as
amended, we hereby join Pennsylvania Commerce Bancorp, Inc. (the "Company") in
requesting that the Company's above-referenced registration statement on Form
S-1 be declared effective on Thursday, October 28, 2004, at 3:00 p.m. Eastern
time, or as soon thereafter as is practicable.
Very truly yours,
SANDLER O'NEILL & PARTNERS, L.P.
By: Sandler O'Neill & Partners Corp.,
the sole general partner
By: /s/ Patricia A. Murphy
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Patricia A. Murphy
Authorized Signatory