Mail Stop 4561
      August 3, 2006

Ray Thousand
Chief Executive Officer and President
United Pan Am Financial Corp.
3990 Westerly Place
Newport Beach, California  92660

      Re:  	United Pan Am Financial Corp.
		Form 10-K for Fiscal Year Ended December 31, 2005
Form 10-Q for Fiscal Quarter Ended March 31, 2006
File No. 000-24051

Dear Mr. Thousand:

   We have reviewed your response letter dated June 30, 2006 and
have
the following comments.  Please be as detailed as necessary in
your
explanation.  After reviewing this information, we may or may not
raise additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2005

Consolidated Financial Statements

Note 3 - Discontinued Operations, page F-9

1. We note your response to comment 1 of our letter dated June 20,
2006.  You state that the company does not hold loans related to
its
prior banking operations as the loans relate to the auto finance
segment.  In your response to comment 2 you state that the normal
net
operating costs and interest expense on deposits were not
reclassified as discontinued operations since the bank operations
were viewed as merely a funding source for UACC.  Your basis
supporting your conclusion that your banking operations, which
included deposits, are discontinued operations appears
contradictory
to and inconsistent with your basis supporting your conclusion
that
interest expense and net operating costs related to deposits
should
not be included in your discontinued operations.  Please provide
us
with a comprehensive reconciliation of your responses to our
comment
1 and 2 of our letter dated June 20, 2006.

2. We note your response to comment 2 of our letter dated June 20,
2006.  Please tell us how you previously classified interest
expense
and net operating costs related to deposits funding your auto
finance
loans for segment reporting purposes.  Tell us the nature of the
items to which interest expense relates for your Investment
segment
for 2005.

Note 4 - Summary of Significant Accounting Policies, page F-10

3. We note your response to comment 6 of our letter dated June 20,
2006.  Your disclosure on page 6 may imply to a reader that there
are
additional risks of loss related to uninsured vehicles that are
not
clearly included in your allowance for loan loss methodology.  In
future filings please disclose how your loan pools and loss
statistics used for determining your allowance for loan losses
incorporates the existence of loans related to uninsured vehicles
for
which you may incur losses because you do not "force place"
insurance.  As appropriate, compare and contrast losses incurred
on
loans related to insured vehicles to losses that may be incurred
on
uninsured vehicles.  Please provide us with your proposed future
disclosure.


* * *

   Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please file your
response on EDGAR.  Please understand that we may have additional
comments after reviewing your response to our comments.

     Please contact Nancy Maloney, Staff Accountant, at (202) 551-
3427 or me at (202) 551-3449 if you have questions.

   								Sincerely,


      Joyce A. Sweeney
      Accounting Branch Chief


Ray Thousand
United Pan Am Financial Corp.
August 3, 2006
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