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                               October 12, 2023

       Jared M. Wolff
       Chairman, President and Chief Executive Officer
       Banc of California, Inc.
       3 MacArthur Place
       Santa Ana, California 92707-7704

                                                        Re: Banc of California,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-4/A
                                                            Filed September 29,
2023
                                                            File No. 333-274245

       Dear Jared M. Wolff:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our September 20,
2023 letter.

       Amendment No. 1 to the Registration Statement on Form S-4 filed
September 29, 2023

       Background of the Mergers and the Investments, page 75

   1.                                                   We note your response
to comment 5 and reissue in part. In this regard, we note the
                                                        following:
                                                            You reference
"multiple potential investors" and "certain potential investors" that
                                                             entered into
joinders to the NDA. However, you do not identify the investors, explain
                                                             why Warburg and
Centerbridge ended up being chosen or disclose the extent to
                                                             which Warburg and
Centerbridge materially participated in the merger negotiations;
                                                            You mention
"updates with respect to the prospective transaction to federal and state
                                                             regulatory
authorities." However, you do not state when the prospective transaction
                                                             was first
discussed with the regulatory authorities or clarify the extent to which these
                                                             communications
were material to the merger negotiations;
                                                            You refer to
"members of the BANC transaction committee." However, you do not
 Jared M. Wolff
Banc of California, Inc.
October 12, 2023
Page 2
              identify the members;
                You indicate that the balance sheet repositioning was initially
negotiated as a
              condition to the merger, but you do not explain who proposed
removing the condition
              or explain why it was ultimately removed;
                Page 77 states that BANC and PACW ceased further discussions
from early May to
              June 16, 2023. It also indicates that PACW continued to focus on
executing its
              strategic plan, including a sale of $3.54 billion of lender
finance loans on June 22,
              2023. We also note the statement on page Q-5 that "[d]espite
these actions helping to
              increase customer deposits in the later part of the second
quarter, as of June 20, 2023,
              PACW was still unable to come back into compliance with the
aforementioned
              liquidity policy guidelines." Please revise to clarify the extent
to which PACW's
              continued non-compliance with its liquidity policy guidelines
played a material role
              in restarting negotiations between PACW and BANC; and
                You state that the "at market" fixed exchange ratio "was
calculated to be 0.6569
              shares of BANC common stock for each share of PACW common stock"
and that it
              reflected the parties' intention that the transaction would not
involve any established
              premium or discount to any particular party's stock price.
However, you do not
              quantitatively demonstrate how the companies' market
capitalizations or other
              metrics were used to come up with the 0.6569 ratio.
Certain Street Consensus Estimates for BANC, page 111

2.       We note your response to comment 14 and reissue the comment. The
revised footnote 1
         on page 111 simply refers to "assumptions based on historical
performance and long-term
         expectations" instead of identifying and fully describing the material
facts and
         assumptions underlying the projections in the 5 bullet points,
including net income growth
         of 7% in 2025, dividend payout ratio of 29% and annual asset growth of
3% beginning in
         2025. Similarly revise page 112 for the projections in the table under
Certain Internal
         Management Projections for PACW.
Combined Company Governance, page 141

3.     We note your response to comments 17 and 35 and revised disclosures on
page R-2 and
       elsewhere. You state on page R-2 that the combined company is expected
to manage
       liquidity in a similar fashion as BANC   s current management framework,
maintaining
       duration limits as a function of primary liquidity, along with other
critical    Liquidity,
          Funding,    and    Investment    tolerances. Please revise to clarify
whether the combined
FirstName LastNameJared M. Wolff
       company is expected to maintain the approach of PACW's Risk Appetite
Statement and
Comapany
       IRR NameBanc      of California,
            Limits set forth            Inc. or whether the expectation is to
use BANC's equivalent
                              on page Q-1,
Octoberpolicies or Page
         12, 2023  develop
                         2 new policies.
FirstName LastName
 Jared M. Wolff
FirstName LastNameJared
Banc of California, Inc. M. Wolff
Comapany
October 12,NameBanc
            2023       of California, Inc.
October
Page 3 12, 2023 Page 3
FirstName LastName
Annex R
Combined Company Supplemental Liquidity Disclosure, page R-1

4.       We note your response to comment 36 and revised disclosures included
within Annex R
         beginning on page R-1, including your reference to maintaining certain
minimum capital
         ratios plus the capital buffer. Please tell us whether you expect the
combined company
         will be able to meet capital ratio requirements at time of closing and
whether as part of
         this transaction you are monitoring a preliminary estimate or range of
the expected capital
         ratios of the combined company at the time of closing. Further,
consider expanding your
         disclosures to provide a discussion of such information, which may
include a preliminary
         estimate or range of expected capital ratios of the combined company
at the time of
         closing.
Item 21. Exhibits and Financial Statement Schedules, page II-2

5.       We note the legal opinion filed as Exhibit 5.1 states in the second
paragraph that it
         "assumed the due authorization by all requisite action..." It also
assumes in the third
         paragraph that "the total number of shares of Company Common Stock and
Company
         Series F Preferred Stock issued and outstanding will not exceed the
total number of shares
         of Company Common Stock and preferred stock." Please revise the
opinion to remove
         these assumptions or advise us why you believe they are not overly
broad and assume
         material facts underlying the opinion. We refer you to Item II.B.3.a.
of Staff Legal
         Bulletin No. 19.
General

6.       Consider revising your filing to include a recent developments section
or other disclosure
         discussing each company's trends, activities, events and, if
available, preliminary
         estimates as of the most recent practicable date. For any preliminary
estimates, e.g., as of
         September 30, 2023, consider including both quantitative and
qualitative details and
         discussion in order to understand the preliminary estimates of results
of operations and
         financial condition, as well as an overall discussion of the current
economic and interest
         rate environment and potential material impacts it may have on each
company.
       Please contact Cara Lubit at 202-551-5909 or Robert Klein at
202-551-3847 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Robert Arzonetti at 202-551-8819 or James Lopez, Office Chief, at 202-551-3536
with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Finance
 Jared M. Wolff
Banc of California, Inc.
FirstName
October 12,LastNameJared
                2023        M. Wolff
Comapany
Page    4      NameBanc of California, Inc.
October 12, 2023 Page 4
cc:       Sven G. Mickisch
FirstName LastName