SecProbe.io

March 6, 2012
 Via E-mail

Mr. Glenn K.C. Ching General Counsel Central Pacific Financial Corp. 220 South King Street Honolulu, HI 96813
Re: Central Pacific Financial Corp.
  Registration Statement on Form S-3
Filed February 29, 2012
  File No. 333-179807

Dear Mr. Ching:
 We have limited our review of your filing 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.  Where you do not beli eve our comments 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Part II. Information Not Required in Prospectus

 Item 16. Exhibits

 (a) List of Exhibits, page II-3

 1. We are unable to locate disclosu re that specifically incorpor ates your exhibits into your
Form S-3.  As you know, the exhibits required by Item 16 of Form S-3 must be either
included in the Form S-3 or specifically in corporated by reference.  Although you have
indicated in your exhibit inde x where the exhibits were initially filed, you have not
incorporated them by reference into your  Form S-3.  Please advise or revise.

 Mr. Glenn K.C. Ching
 Central Pacific Financial Corp.  March 6, 2012  Page 2

 Exhibit 5.1

2. We note your statements in paragraphs e)  and f) that assuming the Tax Benefits
Preservation Plan has been duly authorized, ex ecuted and delivered by the rights agent,
(i) the Preferred Share Purchase Rights attribut able to the shares have  been validly issued,
and (ii) when the Warrant Shares have been duly issued and sold in accordance with the terms of the TARP Warrant, the Preferred Sh are Purchase Rights attributable to the
Warrant Shares will be validly issued, respec tively.  However, as a right is a contractual
obligations issued pursuant to  an agreement, counsel must  opine that the right is a
binding obligation of the registrant under the law of the jurisdicti on governing the rights
agreement.
  Please refer to Section II.B.1.f. of Staff Legal Bulletin No. 19, and revise
accordingly.
Exhibit 5.2
3. We note the statement of counsel that they  have assumed the TA RP Warrant has been
duly authorized.  The staff considers it inappr opriate for counsel to include in its opinion
assumptions that are overly broad, that “assume  away” the relevant issue or that assume
any of the material facts underl ying the opinion or any readily as certainable facts.  Please
refer to Section II.B.3.a of Staff Lega l Bulletin No. 19, and revise accordingly.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests fo r acceleration.  We will consider a written
request for acceleration of the e ffective date of the registration statement as confirmation of the

 Mr. Glenn K.C. Ching
 Central Pacific Financial Corp.  March 6, 2012  Page 3

 fact that those requesting acceler ation are aware of their respec tive responsibilities under the
Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 If you have questions or comme nts please contact Michael F.  Johnson, Staff Attorney, at
(202) 551-3477.  If you require further assistan ce, you may contact me at (202) 551-3698.

Sincerely,
  `        / s / M a r k  W e b b           M a r k  W e b b          L e g a l  B r a n c h  C h i e f