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March 31, 2011

Mr. Michael Clampitt
 Senior Counsel
 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549-4561

Re:         Central Pacific Financial Corp.
  Registration Statement on Form S-1 (File No. 333-172479)

Dear Mr. Clampitt:

On behalf of our client, Central Pacific Financial Corp., a Hawaii corporation (the “Company”), we enclose herewith Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form S-1 filed February 28, 2011 (File No. 333-172479) (the “Form S-1”) and set forth below the Company’s responses to your letter, dated March 25, 2011 (the “Comment Letter”), relating to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the Form S-1.  Except as otherwise noted in this letter, the information provided in response to the Comment Letter has been supplied by the Company, which is solely responsible for it.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in Amendment No. 1.  For your convenience, we have included the Staff’s comments below in bold and have keyed our responses accordingly.  References to page numbers herein are references to page numbers in Amendment No. 1.  One of the responses has been omitted from this letter and is being submitted in a separate letter from Sullivan & Cromwell LLP of even date herewith for which confidential treatment is being requested (the “Confidential Letter”).

In some of the responses, the Company has agreed to change or supplement the disclosures in its filings.  It is doing so in the spirit of cooperation with the Staff, and not because the Company believes its prior filing is materially deficient or inaccurate.  Accordingly, any amendment to its filings to implement these changes, or any changes implemented in future filings, should not be taken as an admission that prior disclosures by the Company were in any way deficient.

Mr. Michael   Clampitt

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We also have indicated in certain of the responses that the Company believes no change in disclosure is appropriate, and have explained why.  We understand that the Staff’s comments, even where a disclosure change is requested or suggested, are based on the Staff’s understanding of information available to it, which may be less than the information available to the Company.  Accordingly, we understand those Staff comments may be withdrawn or modified based on the additional explanation or information the Company provides.

The Company acknowledges that:

·                should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 the Staff’s comments and 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.

Form S-1

General

1.                                    Please refer to our comment letter dated March 25, 2011 with respect to your Form S-1 filed February 28, 2011 (File No. 333-172480).  Please revise your disclosures in this filing to address the applicable comments relating to the pro forma financial statements and selected financial data.

Response:

The Company acknowledges the Staff’s comment and has revised its disclosure on pages 13, 35, 36 and 37 to address the applicable comments relating to the pro forma financial statements and selected financial data.

In response to comment number 14 of the Staff’s letter dated March 25, 2011 with respect to the Form S-1, File No. 333-172480 (the “Other Letter”), the Company does not believe the issuance of shares to its officers and directors in the Private Placement results in stock compensation to those individuals as the $10 per share purchase price was negotiated with independent third parties in arms-length transactions and therefore is a reasonable approximation of the per share value of the Common Stock.

Mr. Michael   Clampitt

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All investors in the Private Placement paid the same $10 per share purchase price for the Common Stock. In addition, the terms of the TARP Exchange are based on the same $10 per share valuation of the Common Stock.  The $10 per share price was the result of a competitive negotiation process involving multiple potential investors as well as the Treasury in connection with its evaluation of the TARP Exchange.  The Company’s officers and directors participated in the Private Placement at the request of the Lead Investors to convey a message of confidence in the merits of the investment and help achieve a successful process of securing fill-in investors for the Private Placement.  The officers’ and directors’ aggregate investments constituted a very small portion of the overall $325 million capital raise.  Based on the then financial condition of the Company and the likely receivership of the bank absent a capital raise, the best indicator of value of the Common Stock was in fact the price negotiated with the Lead Investors and the Treasury in arms-length transactions, and not the trading price of the Common Stock.

The Company acknowledges the fact that its stock was at the consummation of the Private Placement and is currently trading well above the $10 purchase price and that the guidance in ASC 718-10-55-10 states that “observable market prices for identical or similar equity instruments in active markets are the best evidence of fair value and, if available, shall be used as the basis for the measurement of equity instruments awarded in a share-based payment transaction with employees.”  However, the Company respectfully submits that the market for the Common Stock as of the consummation of the Private Placement was not sufficiently active.  Prior to the Private Placement and TARP Exchange, 1,528,935 shares were outstanding.  Following the Private Placement and TARP Exchange, 39,649,052 shares were outstanding.  The shares outstanding prior to the Private Placement and the TARP Exchange constituted less than 4% of the recapitalized company.  Any trading in those shares did not reflect the value ascribed to the Common Stock by the shareholders holding more than 96% of the Company.  Furthermore, the Company’s three month average daily trading volume was less than 49,000 shares.  The prevailing view that the public market price is determinative of fair value should not be applicable in this situation and should be superseded by arms-length negotiations with third parties that ultimately became owners of more than 96% of the Company.

Moreover, the shares currently trading on the open market are not entirely “identical” or “similar” to the shares issued to investors in the Private Placement.  ASC 718-10-55-10 states that “determining whether an equity instrument is similar is a matter of judgment, based on an analysis of the terms of the instrument and other relevant facts and circumstances.”  As described under “Description of Capital Stock – Common Shares Issued in the Private Placement” of the  Amendment, the shares issued in the Private Placement, unlike other outstanding shares, are restricted securities and cannot be transferred unless they are sold pursuant to an effective registration statement or an exemption therefrom.  The shares issued to the Lead Investors are subject to a one-year lock-up.  The shares issued to the Additional Investors do not become unrestricted until the registration statement registering those shares become effective.  The Company believes the fact that the shares issued in the Private Placement are restricted securities, when considered in combination with the number of shares that are currently available to be traded in the open market, has a significant impact on the realizable value of the shares issued in the Private Placement.

Mr. Michael   Clampitt

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Finally, if one assumed that the trading price of the Company’s stock on the consummation date of the Private Placement ($28.33) was a representative indicator of the fair value of all of its outstanding shares, the Company’s market capitalization would have exceeded $1.1 billion.  This is not a reasonable valuation as it would be more than double the Company’s current book equity and is not supported by any valuation model.  Using the trading price as an indicator of fair value in this situation would result in a gross anomaly.

Based on the fact that the Company does not believe the issuance of shares to its officers and directors resulted in stock compensation, no expense related to this was included in the pro forma information presented in the Form S-1 and the Company does not believe amending its disclosures to address this would be appropriate.

2.                                    As  far as practicable, please fill-in all blanks in the next amendment.

Response:

The Company has filled in all blanks as applicable in Amendment No. 1.

3.                                    Prior to the effectiveness of the registration statement, please provide us with a copy of the letter or a call from FINRA indicating that FINRA has finished its review and has no additional concerns regarding the arrangements with the Subscription Agent in this offering.  In addition, revise the cover page to disclose the compensation arrangements with the subscription agent.

Response:

The Company respectfully submits that, because the subscription agent is not a FINRA member, no filing with FINRA is required.  In addition, the Company has revised the cover page in response to this comment.

4.                                    We note your disclosure that Duane K. Kurisu is a contingent nominee to the board.  Please file as an exhibit to your next amendment the consent of Mr. Kurisu to be named as the same.  Refer to Rule 438 of the Securities Act of 1933.

Mr. Michael   Clampitt

-5-

Response:

The Company has added Mr. Kurisu’s consent to be named as a nominee to the board of directors as Exhibit 99.12 to the Form S-1.

Cover Page of Prospectus

5.                                    Please revise the first paragraph to indicate this is a best efforts offering and no minimum number of shares must be sold.

Response:

The Company has revised the first paragraph on the cover page in response to this comment.

6.                                    Please supplement your disclosure at the end of the first paragraph to indicate that any purchaser of common stock in the offerings may be the only purchaser, given the lack of a minimum offering amount.

Response:

The Company has revised the first paragraph on the cover page in response to this comment.

7.                                    The last two sentences of the second paragraph should be printed in bold face type.

Response:

The Company has revised the last two sentences of the second paragraph on the cover page in response to this comment.

8.                                    We note your disclosure on the cover page and throughout the document that you “expect” or “anticipate” that the Rights will trade on the NYSE.  Please advise us of any conditions that must be fulfilled prior to such trading.  As appropriate, update your document to reflect updated information.

Response:

The Rights cannot trade on the NYSE until the NYSE approves the Company’s listing application for the Rights.  The Company is not aware of any other conditions that must be fulfilled prior to the Rights being authorized to trade on the NYSE.  The Company will revise the disclosure to remove the qualifying language when it has received the NYSE’s approval.

Incorporation By Reference, page 3

9.                                    Please refer to our comment letter dated March 25, 2011 with respect to your Form S-l filed February 28, 2011 (File No. 333-172480).  We will await your response to comments 23 to 35 related to your Form 10-K in connection with our review of this registration statement.

Mr. Michael   Clampitt

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Response:

The Company acknowledges the Staff’s comments and will revise its future filings in response to those comments.  In response to comment number 29 of the Other Letter, the construction loan to Plantation Town Apartments LLC is current.  In addition, in response to comment number 35 of the Other Letter, when segmenting the Company’s loan portfolio, management considers the guidance contained in ASC 310-10-55-16 through 310-10-55-18 by grouping loans that contain similar risk characteristics into various loan categories.  The loan categories used are consistent with the internal reports evaluated by the Company’s management and board of directors to monitor risk and performance within the various segments of its loan portfolio.  The factors considered when establishing the Company’s various loan segments include, but are not limited to, the category of the borrower, loan type, geographic location, and collateral type.

In accordance with ASC 31-10-55-22, the Company believes that the level of segmentation utilized is an appropriate balance between too much aggregation and overburdening the financial statements with excessive detail that does not assist financial statement users to understand the Company’s loan portfolio and related allowance for credit losses.

Questions and Answers Related to this Rights Offering

Why are we conducting this Rights Offering, page 5

10.                            Include disclosure indicating that (i) there is no assurance that the company and the Bank will continue to satisfy all minimum regulatory capital requirements and (ii) the failure to meet minimum regulatory capital requirements could result in significant enforcement actions against the company and the Bank, including a regulatory takeover of the Bank, in which case shareholders would receive little if anything for their investment.

Response:

The Company has revised page 6 in response to this comment.

Will our directors and executive officers participate in this Rights Offering, page 7

11.                            To the extent known, please quantify the directors’ and officers’ intent to subscribe for shares in the offering, and indicate, if true, that they have not committed to purchase any shares.  Also clarify whether their intended purchases are the maximum number of shares available to them as shareholders, including any available oversubscription shares.

Mr. Michael   Clampitt

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Response:

None of the directors and officers have entered into any commitments to purchase any shares in the Rights Offering.  However, all the directors and officers eligible to purchase shares in the Rights Offering have indicated to the Company they intend to purchase their pro rata portion of shares pursuant to their Basic Subscription Rights.  In addition, certain of those directors and officers intend to purchase, subject to availability, additional shares pursuant to their over-subscription privilege up to various amounts ranging from $10,000 to $500,000.

Risk Factors, page 14

General

12.                            We note in the second introductory paragraph the statements that this section describes some, but not all, of the risks you face.  Please revise to delete this language.  You must disclose all risks that you believe are material at this time.  Discussing the possibility of risks that are currently unknown or appear immaterial is unnecessarily confusing.

Response:

The Company has revised page 14 in response to this comment.

We are subject to a number of requirements and prohibitions under regulatory orders i