SecProbe.io

CORRESP
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701 North Haven Ave., Suite 350

Ontario, CA 91764

(909) 980-4030

October 27, 2005

Mr. John P. Nolan

Accounting Branch Chief
Securities and Exchange
Commission
Washington, D.C. 20549

Dear Mr. Nolan:

On behalf of CVB Financial Corp., (the
“Company”), set forth below is our response to the comment letter dated October
7, 2005 (the “Comment Letter”) with respect to Note 2 to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

          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 sections of SFAS No. 115 and SAB Topic 5:M as appropriate.

Subsequent
to our write-down in March 2004 and after June 30, 2004, we determined, based on the
fluctuating price of the securities and the prevailing interest rate environment, that we
should move these two securities into our Trading account so that the securities would be
eligible for trading. SFAS 115 indicates that securities may be transferred from
Available-for-Sale to Trading; however, such transfers would be rare. We later determined
that we had transferred the securities to the Trading category in error because we did not
meet the criteria under SFAS 115 and then transferred the securities back to the Available
for Sale category. The original date of transfer to the Trading category was in June 2004.
During the period from the original transfer date to the date that the error was
determined to have occurred, the Company recorded appreciation in the amount of $890,000.
The error in reporting was evaluated for materiality by management and continues to be
evaluated on a quarterly basis for materiality as it is non-reversing.

John P. Nolan

Securities and Exchange Commission
 Page 2

          2.

          We noted 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:

o

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;

o

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
anticipated a recovery in market value over time;

o

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

o

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.

As
indicated in our August 15, 2005 response to the SEC, we have historically analyzed this
security as a debt-like security. Accordingly, we believed that the security was neither
permanently nor other-than-temporarily impaired due to the fluctuations in market value
each month. In March 2004, following the issuance of EITF 03-1, we wrote down this
security as of March 31, 2004. Our decision was based, in part, on the length of time of
unrealized loss—in this case, more than twelve months. We perform a quarterly
analysis on each of the securities to determine whether we believe that the securities are
other-than-temporarily impaired. While the securities have been in a loss position for 38
out of the 42 months in question, the value of the securities has fluctuated significantly
and in some months the values have returned to their carrying basis.

John P. Nolan

Securities and Exchange Commission
 Page 3

We continue to anticipate a recovery
in the market value of this security over time. We recognize that the length of time for
recovery of a debt security (or security which has the characteristics of a debt security)
can vary substantially. Some traditional bonds could take thirty years to return their
value. As an example, as of July 2005 we had an unrealized loss of $3.58 million on this
security (as reported on Exhibit A to our letter of August 15, 2005). As of September 2005
we had an unrealized loss of $2.44 million. We believe this indicates a substantial
recovery in the market value of this security. We will continue to evaluate this security
on a quarterly basis for other-than-temporary impairment. We will also evaluate the
securities for the foreseeable future as discussed in the Topic 5M. Our investment
portfolio diversification and liquidity position both support our ability and intent to
hold these securities for the foreseeable future. In addition, our capital position, as
calculated for regulatory purposes, demonstrates that we are well capitalized, further
indicating our ability to hold these securities.

We
consistently analyze the effect of the interest rate environment on our entire securities
portfolio. The declines in the market value prior to our write-down were anticipated since
we were in a declining rate environment. The market value of these investments typically
declines when interest rates decline. There is also a tax benefit feature to these
securities, and as a result, when the interest rates decline the tax benefit feature also
declines which also puts downward pressure on the market value. With the consistent rise
in interest rates in 2005, we have seen the unrealized loss decrease from $5.26 million in
December 2004 (as reported on Exhibit A to our letter of August 15, 2005) to $2.44 million
in September 2005. We believe interest rates will increase, increasing the market value of
these securities.

We respectfully note that there has
been no downgrade in the credit ratings for this security over the last four years.
However, because rating agencies may not update their rating on a current basis, we
evaluate the spreads between Freddie Mac subordinated debt and U.S. Treasuries as a
barometer to determine if the market place is pricing a potential downgrade in the
security. Since the spreads have not widened significantly, we do not believe that a
downgrade is imminent.

John P. Nolan

Securities and Exchange Commission
 Page 4

     3.
          As a related matter:

o

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

o

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.

The
Series B security performed comparably to the Series N security during the declining
interest rate environment. However, despite the rise in interest rates in 2005, we have
seen wide fluctuations in the value of the Series B security. Though the unrealized loss
has increased from $275,000 in December 2004 to $1.9 million in September 2005, during the
intervening period we have seen unrealized gains in the Series B security. We continue to
monitor this security on a quarterly basis and over our twelve to eighteen month time
frame. As recent as February 2005, the fair value has exceeded the carrying value.

As
with the Series N security, there has been no downgrade in the rating for this security
over the last four years. We use the spreads between Freddie Mac subordinated debt and
U.S. Treasuries as a barometer to determine if the market place is pricing a potential
down grade in the security. Since the spreads have not widened significantly, we do not
believe that a downgrade in the Series B security is imminent.

As
set forth above, following the issuance of EITF 03-1 and discussions with our then
external auditors, we wrote down this security in March 2004. Part of this decision was
based on the length of time that the security remained in an unrealized loss position. Our
internal policies require us to assess the securities for an impairment when the
securities have been in a significant loss position without recovery to its carrying value
for a period of twelve to eighteen months.

We hereby acknowledge that (i) the
Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii)
staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and (iii) the Company may
not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

John P. Nolan

Securities and Exchange Commission
 Page 5

We believe this letter is responsive
to your request. Do not hesitate to call upon us should you need any additional
information on this matter.

Sincerely yours,

/s/ Edward J. Biebrich, Jr.

Executive Vice President
Chief Financial Officer