Mail-Stop 4561
							February 10, 2006

Via facsimile and U.S. Mail
Mr. Charles C. Huffman
President and Chief Executive Officer
Pelican Financial, Inc.
3767 Ranchero Drive
Ann Arbor, Michigan 48108

Re:    Pelican Financial, Inc.
                     Preliminary Proxy Statement
	         File No. 001-14986
                     Filed January 24, 2006

Dear Mr. Huffman:

      We have limited our review of your filing to 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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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 look forward to working
with you in these respects.  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.

Preliminary Proxy
Questions and Answers, page 2
1. Revise the dissenters rights answer on page 3 to disclose the
material steps that need to be taken to perfect the dissenters`
rights, such as, must not vote for the merger, must notify the
company prior to the vote that dissenters rights will be invoked,
etc. In addition, add a cross-reference to the dissenters` rights
section of the Summary on page 8 and expand the disclosures
therein
to provide a complete summary of the steps shareholders must take
in
order to perfect the dissenters` rights.

2. Revise the penultimate answer on page 3 to add a cross-
reference
to more complete disclosures that clarify what merger costs are
being
born by PFI that could exceed $3 million and what is involved in
calculating the liabilities relating to the marine loan sale and
when
those liabilities will be determined.
3. In the last answer on page 3, please quantify the dollar amount
involved in the option pay-outs and generally identify the
optionholders as officers, directors, employees, affiliates, etc.,
as
appropriate.
4. Revise to add a question and answer for the financial interests
of
officers and directors and disclose the aggregate dollar amount to
be
received for sale of their shares, cash-out of their options,
including the dollar amount related to unvested options, and
compensation agreement with change of control and/or severance
arrangements.

Summary
Certain directors, officers and employees of PFI ..., page 7
5. Revise the bullets herein to quantify the aggregate dollar
amount
to be received and be more specific in naming those officers and
directors. For example, which officers, directors and employees
agreed to vote in favor? Which executives have severance
agreements
that will pay them $580,000?

The Merger
Background of the Merger, page 12
6. Clarify how the $31 million offer on August 26 became $27.7
million in aggregate consideration or otherwise changed during the
negotiations. We note the price used for the fairness opinion was
$27.7 million.
7. Revise the last paragraph on page 14 to disclose what part of
Hovde`s fee is only payable upon consummation of the merger.
8. Provide the staff with a copy of Hovde`s boardbook.

Opinion of Hovde Financial, LLC, page 16
Aggregate Consideration, page 18
9. Clarify whether Hovde`s fairness opinion is supported by its
analysis of select transactions.
10. The staff notes that the first bullet implies a Merger
Consideration of $26,966,190 based on $6 per share and 4,494,365
shares. Explain why this is different from the $27.7 million the
advisor assumed would be the aggregate cash consideration, as
stated
on page 18.

Merger Consideration, page 22
11. Revise to provide an estimate or a range for each individual
cost
mentioned in the first bullet. In addition, disclose in the first
bullet the aggregate merger consideration as a dollar amount.
12. Clarify in the second bullet whether any restriction on the
subsequent sale of returned marine loans exist. For example, can
Pelican sell those returned loans at any price and therefore,
prevent
any reduction in the merger consideration or the need for the $.20
escrow?

Interests of Certain Persons in Matters To Be Acted Upon, page 39
13. Change the heading to clarify that these interests are
financial
and that the persons involved are insiders.
14. Disclose the amount to be paid for "in the money" options.
General Comments
15. The staff notes the Merger Agreement appears to have been
amended
on January 27, 2006. In this regard, add another Annex and include
the amendment therein.
16. The staff notes no financial statements included or
incorporated
by reference. Please revise or advise.

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.

	 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.
	Any questions regarding the comments may be directed to
Michael
Clampitt at (202) 551-3434 or to me at (202) 551-3448.


						Sincerely,


						Jessica Livingston
					Senior Counsel
						Financial Services Group



CC:	Via U.S. Mail and Fax: (202) 572-8379
	Ed Lublin, Esq.
	Blank Rome LLP
      600 New Hampshire Avenue, NW
	Wash, DC 20037
Mr. C.C. Huffman
Pelican Financial, Inc.
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