SecProbe.io

Mail Stop 4720
December 6, 2016

E. Allen Nicholson
Chief Financial Officer
CVB Financial Corp.
701 N. Haven Avenue, Suite 350
Ontario, CA 91764

Re: CVB Financial Corp.
  Registration Statement on Form S-4
Filed  November 14, 2016
  File No.  333-214576

Dear Mr. Nicholson :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply 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 these  comments, w e may have  additional comments.

Opinion of Vining Sparks for Valley’s Board of Directors, pages 4 3

1. We note Valley management provided Vining Sparks with projected earnings forecasts
for 2016 through 2020, which Vining Sparks used to prepare its Present  Value Analysis
and its Discounted Cash Flow Analysis.  Please disclose these projections in this section
of the prospectus.

Offer of Employment to Bill Kitchen, page 51

2. Please tell us what consideration you have given to disclosing the terms of employ ment
offered to Mr. Kitchen.

E. Allen Nicholson
CVB Financial Corp.
December 6, 2016
Page 2

 Tax Opinion

3. Please have counsel provide an opinion as to the material tax consequences of the merger
that result from the merger qualify ing as a “reorganization ” within the meaning of
Section 368(a) of the Code.  Please se e Section III.C of Staff Legal Bulletin No. 19.  In
addition, please have counsel revise its opinion to remove the limitation on reliance in the
second paragraph of the opinion.  Please Section III.D.1 of Staff Legal Bulletin No. 19.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Katelyn Donovan, Law Clerk,  at (202) 551 -8636  or me at (202) 551 -3338
with any questions.

Sincerely,

/s/ Dietrich A. King

Dietrich A. King
Assistant Director
Office of Financial Services

cc: Craig Miller
 Manatt, Phelps & Phillips, LLP