October 3, 2005


Mail Stop 4561

By U.S. Mail and Facsimile to (949) 224-1910

Mr. Ray C. Thousand
President and Chief Executive Officer
United PanAm Financial Corp.
3930 Westerly Place, Suite 200
Newport Beach, CA 92660

Re:	Form S-3 filed September 8, 2005
	File No. 333-128188

Dear Mr. Thousand:

	This is to advise you that we have reviewed only those
portions
of the above registration statement that relate to the selling
shareholders and the plan of distribution and have the following
comments.

Selling Shareholder - page
1. Please advise the staff whether the selling shareholder is a
broker-dealer or an affiliate of a broker-dealer, as defined by
Rule
405.  If they were, please tell us whether they acquired their
securities as compensation for the professional services of the
broker-dealer, or if the securities were acquired as investments.
2. For a registered broker-dealer who acquired the securities to
be
resold otherwise than as compensation securities for services,
revise
your disclosure to identify that registered broker-dealer as an
underwriter of the securities to be resold.
3. If the selling shareholder is an affiliate of a broker-dealer
(but
not broker-dealer), then include disclosure indicating whether the
broker-dealer affiliate:

?	purchased the securities to be resold in the ordinary course
of
business; and

?	at the time of the purchase, the seller had any agreements or
understandings, directly or indirectly, with any person to
distribute
the securities.

      Unless you indicate that these two conditions are met, it
appears you should indicate that the broker-dealer affiliate is an
underwriter.  Please revise accordingly, or tell us why you don`t
believe the broker-dealer affiliate offering shares for resale is
unable to make the above representations is not acting as an
underwriter.  We may have further comment.
4. Advise us if any of the limited partners of the selling
shareholder are broker-dealers or affiliates of broker-dealers,
including those limited partners not selling in the offering. We
may
have further comment.

Selling Shareholder - page 61
5. Revise the "Lock-Up Agreements" disclosures to indicate that a
post-effective amendment will be filed, before any pledgee,
transferees, or other successor in interest will be allowed to
sell
using the prospectus. Such post-effective amendment will name the
successor and the number of shares held.

No further review of the registration statement has been or will
be
made.  All persons who are by statute responsible for the adequacy
and accuracy of the registration statement are urged to be certain
that all information required under the Securities Act of 1933 has
been included.

	You are also reminded to consider applicable requirements
regarding distribution of the preliminary prospectus.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* 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.

	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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	If you have any questions, please feel free to call me at
(202)
551-3434. In my absence, you may contact Mr. Christian Windsor at
(202) 551-3419.


							Sincerely,



							Michael Clampitt
							Attorney/Advisor



cc:	John Grosvenor, Esq.
      Manatt, Phleps & Phillips, LLP
	695 Town Center Drive, 14th Floor
	Costa Mesa, CA 92626
	(714) 371-2500
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United PanAm Financial Corp.
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