SecProbe.io

May 4, 2012
 Via E-mail

Mr. Albert H. Marshall Senior Vice President Banner Corporation 10 S. First Avenue Walla Walla, WA 99362
Re: Banner Corporation
  Registration Statement on Form S-3
Filed April 25, 2012
  File No. 333-180925

Dear Mr. Marshall:
 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

 Exhibit 5.1, page II-2

 1. We note that counsel has assumed “due au thorization, execution and delivery of all
documents where due authorization, executi on and delivery are pr erequisites to the
effectiveness thereof.”  The staff considers it inappropriate for counsel to include in its
opinion assumptions that “assume away” any of  the material facts underlying the opinion
or any readily ascertainable fact s.  In this regard, counsel’s diligence in the preparation of
its opinion should include ascertaining wh ether documents executed by Banner were
appropriately authorized, execute d and delivered.  Please refer to Section II.B.3.a of Staff
Legal Bulletin No. 19, and revise accordingly.

Mr. Albert H. Marshall
Banner Corporation May 4, 2012 Page 2

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
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