SecProbe.io

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October 7, 2005
Mail Stop 4561

By U.S. Mail and facsimile to (909) 481-2120

Mr. Edward J. Biebrich, Jr.
Chief Financial Officer
CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, CA  91764

Re:	CVB Financial Corp.
      Form 10-K for Fiscal Year Ended December 31, 2004
	File No.  000-10140

Dear Mr. Biebrich:

      We have reviewed your response letter dated August 16, 2005
and
have the following additional comments.

Form 10-K

Notes to Consolidated Financial Statements

Note 2 - Investment Securities, page 69
1. Please tell us why there was an adjustment made to the carrying
value of both series B and N securities on August 19, 2004. In
your
response, please fully explain the facts and circumstances
surrounding your decision to make these adjustments and how your
previous write-downs impacted this analysis.  Refer to relevant
section of SFAS No. 115 and SAB Topic 5:M as appropriate.

2. We note your response in your letter dated August 15, 2005 in
which you refer to the five factors in your quarterly
determination
of whether an other-than-temporary impairment exists.  Please
explain
in your response letter how the following factors influenced the
amount and timing of your impairment determination for Series N:

* it would appear that you had an unrealized loss position on this
security for 38 out of the 42 months presented, including those
months closely related to your write-down in early 2004;

* it would appear that subsequent to your August 2004 adjustment,
additional unrealized losses were noted for each successive month-
end
and ranged up to a 25% unrealized loss on the then-adjusted
carrying
value which appears inconsistent with your view that you
anticipate a
recovery in market value over time;

* your acknowledgement that the interest rate environment has
contributed to this decline which is one of the five factors you
consider in your quarterly analysis; and

* using historical experience in concluding that the lack of any
current yield-spread widening between Freddie Mac subordinated
(and
senior) debts and U.S. Treasury debt is/was an appropriate proxy
in
determining that no current credit quality deterioration existed.
3. As a related matter:

* please address the final two bullet points in the above comment
for
the Series B security in your response letter; and

* tell us how you determined the appropriateness of the amount and
timing of an other than temporary impairment on this security
considering noted unrealized losses for 24 out of the last 33
months,
which includes periods prior to and subsequent to your 2004
impairment write-down.

* * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provide any
requested supplemental information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your response to our comments.

	You may contact Paula Smith, Staff Accountant, at (202) 551-
3696
or me at (202) 551-3492 if you have any questions regarding
comments
on the financial statements and related matters.

Sincerely,

							John P. Nolan
							Accounting Branch Chief
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Edward J. Biebrich, Chief Financial Officer
CVB Financial Corp.
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