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                                                                Andrew D. Myers

September 29, 2005

VIA EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Attn:   John Reynolds
        Assistant Director
        Division of Corporation Finance

Re:     Harbor Acquisition Corporation
        Amendment No. 2 to Registration Statement on Form S-1
        Registration Statement No. 333-126300

Dear Mr. Reynolds:

    Harbor Acquisition Corporation (the "Company") has filed with the
Commission an Amendment No. 2 to the above-referenced Registration Statement
(the "Registration Statement"). For your convenience, we are providing you
with three paper copies of Amendment No. 2 marked to show the changes made
from Amendment No. 1 to the Registration Statement on Form S-1 which was
filed with the Commission on August 16, 2005. The changes reflected in
Amendment No. 2 are intended to respond to the comments set forth in your
letter dated September 22, 2005 (the "Comment Letter"). The changes made in
response to the Comment Letter are discussed below. The numbered paragraphs
below correspond to the numbered comments in the Comment Letter. Page
references are to the pages in the prospectus included in Amendment No. 2 to
the Registration Statement filed with the Commission on this date.

RISK FACTORS

1. COMMENT: WE NOTE THE REVISION TO RISK FACTOR 12. WE DO NOT UNDERSTAND WHY THE
RISK WOULD ONLY APPLY TO COMPANIES OUTSIDE OF YOUR SECTOR FOCUS. PLEASE REVISE
TO EXPLAIN THE LIMITATION IN THE RISK.

   RESPONSE: In response to the Staff's comment, the Company removed the
clause from the title of risk factor 12 that implied the risk would only apply
to companies outside of our sector focus.
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Securities and Exchange Commission
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FORWARD-LOOKING STATEMENTS

2. COMMENT: PLEASE REVISE THE DISCLOSURE TO NOTE THAT YOUR DISCLAIMER TO
UPDATING FORWARD-LOOKING STATEMENTS IS SUBJECT TO YOUR DUTIES AND OBLIGATIONS
UNDER THE FEDERAL SECURITIES LAWS TO ENSURE THAT THE PROSPECTUS IS CURRENT AND
INCLUDES NO MATERIAL MISSTATEMENTS OR MATERIAL OMISSIONS.

   RESPONSE: In response to the Staff's comment, the Company removed the last
sentence of this section.

USE OF PROCEEDS

3. COMMENT: WE NOTE THE REVISION BEGINNING ON PAGE 19 THAT IF YOU FORFEIT ANY
LOCK-UP PAYMENTS, YOU MIGHT NOT HAVE ENOUGH FUNDS TO CONTINUE YOUR SEARCH. ARE
YOU IMPLYING THAT IF YOU DO NOT HAVE TO FORFEIT ANY LOCK-UP PAYMENTS THAT YOU
WILL HAVE SUFFICIENT FUNDS TO CARRY OUT THE ACTIVITIES ATTENDANT TO COMPLETING
A BUSINESS COMBINATION? IF SO, PLEASE REVISE TO CLARIFY.

   RESPONSE: In response to the Staff's comment, the Company added language at
the end of the first paragraph on page 21 to clarify this disclosure.

4. COMMENT: WE NOTE YOUR RESPONSE TO COMMENT 22 OF OUR LETTER DATED AUGUST 5,
2005, THAT YOUR BELIEF THAT THE FUNDS NOT HELD IN TRUST ARE SUFFICIENT BASED ON
MANAGEMENT'S EXPERIENCE IN SEEKING ACQUISITION TARGETS FOR PRIVATE EQUITY FUNDS.
PLEASE REVISE TO ELABORATE THIS. WAS SUCH EXPERIENCE WITH COMPANIES THAT ARE OF
EQUIVALENT SIZE TO 80 PERCENT OF THE NET PROCEEDS HELD IN TRUST? DID
MANAGEMENT'S EXPERIENCE INVOLVE HAVING A POOL OF MONEY AND HAVING NO COMPANY
UNDER CONSIDERATION, NO RESEARCH PERFORMED, NO LIST OF POSSIBLE CANDIDATES, AND
BEGINNING A SEARCH FROM SCRATCH? WAS THE PREVIOUS SEARCH OF COMPANIES IN YOUR
SECTOR FOCUS?

  RESPONSE: In response to the Staff's comment, we have added language to
the fourth paragraph on page 21 to explain that management's experience includes
managing private equity firms that search for acquisition candidates in the
middle market (defined on page 1 as companies having enterprise values of under
$300 million) within the consumer and industrial product sectors. Members of the
Company's management have up to 30 years of experience in the private equity
business which involves raising pools of money with no investment target or list
of potential candidates, searching for companies to invest in or acquire from
scratch, conducting due diligence, and structuring and completing transactions.
Most of this experience has been in the consumer and industrial product sectors.

5. COMMENT: WE NOTE THAT YOU ARE NOT ABLE TO DETERMINE THE ROLE OF PRESENT
MANAGEMENT AND ANY RENUMERATION FOLLOWING A BUSINESS COMBINATION. PLEASE REVISE
TO CLARIFY THAT WHILE YOU ARE NOT ABLE TO DETERMINE, THAT NOW, MANAGEMENT HAS
THE ABILITY TO NEGOTIATE AND CONDITION POTENTIAL COMBINATIONS ON THEIR
RETENTION. ALSO, CLARIFY IF MANAGEMENT IS ABLE TO NEGOTIATE A "PAYOUT" FOLLOWING
ANY BUSINESS COMBINATIONS.
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Securities and Exchange Commission
September 29, 2005
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   RESPONSE: In response to the Staff's comment, we have added a sentence in the
second full paragraph on page 22 to clarify the above-referenced point.

PROPOSED BUSINESS

6. COMMENT: TELL US THE FACTORS YOU CONSIDERED IN DETERMINING TO VALUE THIS
OFFERING AT $60,000,000 AND OFFER THE UNITS AT $6.00 PER UNIT. WHAT FACTORS DID
YOU CONSIDER WHEN DETERMINING THAT YOU MIGHT NEED $53,050,000 IN THE TRUST FUND
TO EFFECT THE BUSINESS COMBINATION CONTEMPLATED BY THE REGISTRATION STATEMENT?
IT DOES NOT APPEAR AS THOUGH THE DETERMINATION TO VALUE THE OFFERING AT THIS
AMOUNT IS AN ARBITRARY DECISION AND WE WOULD LIKE TO KNOW THE SPECIFIC FACTORS
AND MOTIVATIONS BEHIND THE VALUATION. PLEASE NOTE IN PARTICULAR THAT WE ARE NOT
SEEKING SIMPLY WHETHER OR NOT YOU HAVE "A SPECIFIC BUSINESS COMBINATION UNDER
CONSIDERATION," BUT ARE LOOKING MORE TO THE TYPE, NATURE AND RESULTS TO DATE OF
ANY AND ALL DILIGENCE, EVALUATIONS, DISCUSSIONS (FORMAL OR INFORMAL),
NEGOTIATIONS AND/OR OTHER SIMILAR ACTIVITIES UNDERTAKEN, WHETHER DIRECTLY BY THE
COMPANY, AN AFFILIATE THEREOF, OR AN UNRELATED THIRD PARTY, WITH RESPECT TO A
BUSINESS COMBINATION TRANSACTION INVOLVING THE COMPANY. THIS INCLUDES THE TIME
PERIOD BEFORE THE COMPANY'S CORPORATE EXISTENCE WAS ESTABLISHED ON JUNE 20, 2005
AND ENCOMPASSES ANY AND ALL EVALUATIONS AND/OR DISCUSSIONS THAT MAY HAVE TAKEN
PLACE PRIOR TO THE INVOLVEMENT OF THE PRINCIPALS WITH THE FORMAL ENTITY OF
HARBOR ACQUISITION CORPORATION. GIVEN MANAGEMENT'S EXTENSIVE AND HIGH-LEVEL
EXPERIENCE IN THE FOCUS INDUSTRIES, THE PRECISE NATURE OF THEIR KNOWLEDGE ABOUT
THEIR ABILITY TO EFFECT A COMBINATION WITH A COMPANY WHOSE FAIR MARKET VALUE IS
EQUAL TO AT LEAST 80% OF THE COMPANY'S NET ASSETS MAY BE MATERIAL INFORMATION
FOR WHICH APPROPRIATE DISCLOSURE IS REQUIRED. WE MAY HAVE FURTHER COMMENT.

   RESPONSE: In response to the Staff's comment, we supplementally inform
you that the offering amount was determined due to management's experience in
making acquisitions of companies in the middle market. In addition, although
neither the Company nor any third party acting on its behalf has conducted any
formal or informal studies, management believes, based on their experience in
managing pools of private equity funds, that there is a substantial number of
prospective target companies of a size range within which the proceeds from the
offering would allow the Company to conduct its search. We further confirm that
neither the Company, nor any affiliate or other third party, has conducted any
diligence or formal or informal evaluations or negotiations with respect to any
business combination transaction involving the Company.

7. COMMENT: WE NOTE THAT YOU BELIEVE THE FOLLOWING:

     o    "CORPORATE RESTRUCTURINGS AND DIVESTITURES HAS INCREASED AS A RESULT
          OF LARGE SCALE MERGERS AND ACQUISITIONS," WHICH PRESENTS YOU WITH
          OPPORTUNITIES

     o    INDIVIDUAL OWNERS OF PRIVATELY HELD MIDDLE MARKET COMPANIES ... WILL
          SEEK TO REALIZE THE VALUE OF THEIR INVESTMENTS" THROUGH A SALE TO YOU.

     o    YOUR "FOCUS SHOULD PROVE TO BE AN ATTRACTIVE ARENA."

     o    "FIRMS WILL FIND THE OPPORTUNITY TO SELL TO US ATTRACTIVE AS WELL."
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Securities and Exchange Commission
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PLEASE REVISE TO SUBSTANTIATE THE NOTED BELIEFS.

   RESPONSE: In response to the Staff's comment, we have removed all language in
the noted sections referencing management's belief and modified the disclosure.

8. COMMENT: WE NOTE THE DISCLOSURE IN THE LAST BULLET POINT ON PAGE 27 DISCUSSES
EXPANSION OPPORTUNITIES. THE NOTED DISCLOSURE REGARDING EXPANSION ACTIVITIES
APPEARS SPECULATIVE AND SHOULD BE REMOVED, ESPECIALLY SINCE MANAGEMENT WILL NOT
PARTICIPATE AS EXECUTIVE OFFICERS FOLLOWING A BUSINESS COMBINATION.

   RESPONSE: In response to the Staff's comment, we have removed the reference
to expansion opportunities on page 27.

9. COMMENT: ON PAGE 28, WE NOTE THAT YOU BELIEVE THAT THERE ARE SUBSTANTIAL
OPPORTUNITIES TO EFFECT "ATTRACTIVE ACQUISITIONS." PLEASE REVISE TO EXPLAIN YOUR
USE OF THE TERM "ATTRACTIVE ACQUISITIONS."

   RESPONSE: We have clarified this sentence by removing the reference to
"attractive" acquisitions.

10. COMMENT: UNDER THE CAPTION "TRANSACTION STRUCTURES" WE DO NOT UNDERSTAND THE
INCLUSION OF THE STATEMENT THAT "REVENUE GROWTH IS DRIVEN, AND OPERATING
EXPENSES ARE LEVERAGE, IN PART VIA STRATEGIC ACQUISITIONS." THIS APPEARS TO
REFER TO CURRENT OPERATING COMPANIES ABILITIES TO EFFECT "STRATEGIC
ACQUISITIONS" AS A MEANS TO ACHIEVING " REVENUE GROWTH." YOU CURRENTLY ARE NOT
AN OPERATING COMPANY AND HAVE NO REVENUE. PLEASE REVISE THIS DISCLOSURE TO
CLARIFY HOW THE NOTED DISCLOSURE APPLIES TO YOUR BUSINESS PLAN.

   RESPONSE: In response to the Staff's comment, we have clarified this bullet
point by removing the reference to strategic acquisitions and modifying the
disclosure.

11. COMMENT: WE REISSUE COMMENT 40. THE COMMENT WAS SEEKING AN AFFIRMATION THAT
EXISTING SHAREHOLDERS WILL NOT RECEIVE ANY COMPENSATION FROM ANY OTHER PERSON OR
ENTITY IN CONNECTION WITH ANY BUSINESS COMBINATION.

   RESPONSE: In response to the Staff's comment, we have revised the disclosure
on pages 22 and 29 (continuing on page 30).

MANAGEMENT:

12. COMMENT: WE NOTE THAT WILLIAM MAHONEY HAS SERVED ON SEVERAL BOARDS OF
DIRECTORS. PLEASE REVISE TO IDENTIFY THESE COMPANIES, BRIEFLY DISCUSS THEIR LINE
OF BUSINESS AND DISCLOSE THE TIME FRAME HE WAS ASSOCIATED WITH THESE COMPANIES.
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Securities and Exchange Commission
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   RESPONSE: We have removed from page 39 the references to the boards of
directors on which Mr. Mahoney has served because these were all privately held
companies and disclosure is not required under Rule 401.

13. COMMENT: PLEASE REVISE TO FILL IN THE BLANK LEFT IN YOUR BIOGRAPHICAL OF
THOMAS BULLOCK.

   RESPONSE: We have filled in the blank in Mr. Bullock's biographical
description on page 40.

14. COMMENT: FOR ALL THE ENTITIES LISTED AS HAVING BEEN ASSOCIATED WITH JOHN
JELLINICK, PLEASE REVISE TO DISCLOSE THE TIME FRAME HE WAS ASSOCIATED WITH EACH
ENTITY.

   RESPONSE: We have disclosed the time frames associated with Mr. Jellinick's
service as a director of the companies listed on page 40.

PRINCIPAL STOCKHOLDERS

15. COMMENT: WE NOTE YOUR RESPONSE TO COMMENT 50. PLEASE REVISE TO EXPLAIN HOW
WARRANT PURCHASES BY DESIGNEES AND THE UNDERWRITERS DEMONSTRATE RELEVANT
CONFIDENCE IN YOUR ABILITY TO CONSUMMATE A BUSINESS COMBINATION SINCE NEITHER
WOULD HAVE THE ABILITY TO INFLUENCE YOUR ACTIONS.

   RESPONSE: We have removed from page 45 the reference to purchases of
warrants by "designees" and by Ferris, Baker Watts, Inc. and have clarified the
disclosure to indicate that purchases of warrants by existing stockholders may
express their confidence in the Company's ability to complete a business
combination.

16. COMMENT: PLEASE ADDRESS THE APPLICABILITY OR INAPPLICABILITY OF REGULATION M
IN THE CONTEXT OF THE WARRANT REPURCHASE AGREEMENTS DISCUSSED IN THIS SECTION.

   RESPONSE: We do not believe Rule 101 or 102 of Regulation M applies to
the purchase of the warrants. The warrants will not separate from the units
until after the distribution of the units is completed. We will comply with the
provisions of Rule 104 of Regulation M in connection with any stabilization
activities in connection with the purchases of warrants

17. COMMENT: WE NOTE YOUR RESPONSE TO COMMENT 51. PLEASE EXPLAIN THE DISCLOSURE
THAT FERRIS, BAKER WATTS AND LATONA ASSOCIATES "HAVE AGREED TO PURCHASE
APPROXIMATELY 642,000 AND 350,000 OF THESE WARRANTS, RESPECTIVELY, ON A PRO RATA
BASIS." PLEASE REVISE TO CLARIFY YOUR REFERENCE TO "THESE WARRANTS." ARE YOU
REFERRING TO THE WARRANTS MESSRS. HANKS AND DULLUM HAVE AGREED TO PURCHASE? IF
SO, REVISE TO CLARIFY THAT THIS REDUCED THE AMOUNT OF WARRANTS THEY ARE
OBLIGATED TO PURCHASE. ALSO, PLEASE EXPLAIN HOW THE WARRANTS WILL BE PURCHASED
ON A 'PRO RATA BASIS."
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Securities and Exchange Commission
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   RESPONSE: Ferris Baker Watts is no longer subject to the agreement to
purchase warrants. Latona Associates is an initial stockholder whose purchases
of warrants will count toward the 1,700,000. We have clarified the disclosure
on page 45.

18. COMMENT: PLEASE REVISE TO IDENTIFY THE PARTIES GRAND CRU MANAGEMENT SOLD ITS
SHARES TO.

   RESPONSE: We have identified such parties in "Certain Transactions" on page
46 in response to the Staff's comment.

19. COMMENT: WE NOTE YOUR RESPONSE TO PRIOR COMMENT 59 AND HAVE THE FOLLOWING
ADDITIONAL COMMENTS REGARDING THE UPO:

     O    PLEASE CLARIFY YOUR DISCLOSURE REGARDING THE TIMING OF THE ISSUANCE OF
          THE UPO, INCLUDING WHETHER THE ISSUANCE OF THE UPO IS DEPENDENT ON, OR
          IN ANY WAY RELATED TO, THE EFFECTIVENESS OF THE REGISTRATION
          STATEMENT.

     O    WE NOTE YOUR DISCLOSURE OF AN EXPECTED LIFE OF THREE YEARS, WHILE THE
          UPO HAS A FIVE YEAR CONTRACTUAL LIFE. IN GENERAL, WE BELIEVE THAT
          EQUITY INSTRUMENTS ISSUED TO NON EMPLOYEES SHOULD BE VALUED USING THE
          FILL CONTRACTUAL LIFE AS THE EXPECTED LIFE ASSUMPTION. PLEASE REVISE
          YOUR DISCLOSURE ACCORDINGLY, OR EXPLAIN IN MORE DETAIL YOUR BASIS FOR
          USING A SHORTER EXPECTED LIFE. WE NOTE THAT YOU ARE A RECENTLY FORMED
          REGISTRANT AND AS SUCH, PRESUMABLY WOULD NOT HAVE RELEVANT EXPERIENCE
          ISSUING SIMILAR INSTRUMENTS TO THE UNDERWRITER THAT MAY SUPPORT A
          SHORTER EXPECTED LIFE ASSUMPTION.

     O    WE NOTE YOUR DISCLOSURE OF A VOLATILITY ASSUMPTION OF 16.1%. PLEASE
          TELL US WHY YOU BELIEVE THE USE OF THE VOLATILITY OF A DIVERSIFIED
          INDEX OF 2,000 COMPANIES, INCLUDING COMPANIES WITH MARKET
          CAPITALIZATIONS OF OVER $1 BILLION, PROVIDES A REASONABLE VOLATILITY
          ESTIMATE FOR YOUR COMPANY. ALSO, TELL US WHY THE VOLATILITY FOR A
          180-DAY PERIOD WAS USED RATHER THAN A PERIOD CORRESPONDING TO THE
          EXPECTED LIFE. PLEASE REFER TO PARAGRAPH 285 IN YOUR RESPONSE. WE MAY
          HAVE ADDITIONAL COMMENTS AFTER REVIEWING YOUR RESPONSE.

   RESPONSE: The underwriters unit purchase option has been eliminated from the
terms of the offering and all references to it have been deleted from the
prospectus.

20. COMMENT: WE NOTE YOUR RESPONSE TO COMMENT 60 THAT WHILE THE UNDERSIGNED ARE
ABLE TO EXERCISE DISCRETION AS TO THE TIME AND AMOUNTS, IT DOES NOT RELIEVE
THEIR OBLIGATIONS. PLEASE DIRECT US TO THE LANGUAGE THAT OUTLINES THIS MANDATORY
OBLIGATION. ALSO, PLEASE ADVISE IF THE UNDERSIGNED WILL BE IN POSSESSION OF
INSIDE INFORMATION WHEN EXERCISING THEIR DISCRETION IN THE PURCHASE OF WARRANTS.
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Securities and Exchange Commission
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   RESPONSE: In response to the Staff's comment, we will revise the
Exhibit to clarify the obligation remains even though the timing and amount may
be subject to discretion, but that any purchases will be subject to the
individual not possessing material non-public information at the time of
purchase and complying with the securities laws.

If you have any questions concerning the material provided herein, please do not
hesitate to call William F. Griffin, Jr., at this office, or the undersigned.

Very truly yours,

/s/ Andrew D. Myers
Andrew D. Myers

ADM/rld
Enclosures

cc: Mr. Robert J. Hanks
    Mr. David A. Dullum
    Elizabeth Hughes, Esquire
    William F. Griffin, Jr., Esquire