SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

         June 5, 2012
   Via E-mail

Mr. Mark J. Grescovich President and Chief Executive Officer Banner Corporation 10 South First Avenue  Walla Walla, Washington 99362

Re:   Banner Corporation
Form 10-K for the Fiscal Year Ended December 31, 2011 Filed March 13, 2012  Proxy Statement on Schedule 14A  Filed March 21, 2012 File No. 000-26584

Dear Mr. Grescovich:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe  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 filing and the information you provide in
response to these comments, we ma y have additional comments.
  Form 10-K for the Fiscal Year Ended December 31, 2011

Performance Graph, page 32
 1. In future filings, please disclose the ident ities of the issuers in each peer group as
required by Instruction 5 to Item 201(e).

Mr. Mark J. Grescovich
Banner Corporation June 5, 2012 Page 2
 Notes to Consolidated Financial Statements

Note 6: Loans Receivable and the Allowance for Loan Losses, page 106

2. We note the disclosure on page 108 followi ng the impaired loan table, that the
Company had “additional commitments to advance funds up to amount of $155 million  related to troubled debt restruct urings” at December 31, 2011. The disclosure
on page 21 following the impaired loan table in the March 31, 2012 Form 10-Q,
addresses “additional commitments to a dvance funds up to an amount of $363,000
related to impaired loans.” So that we  may have a better understanding of these
different disclosures, plea se provide us with suffici ent clarifying information
addressing both the disclosure differen ces as well the levels of additional
commitments at each reporting period in light of the levels of both troubled debt
restructurings and impaired loans at these dates.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 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
 the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

You may contact or William J. Schroeder at (202) 551-3294 or Marc D. Thomas at
(202) 551-3452 if you have questions regard ing comments on the financial statements
and related matters.  Please contact Jonathan E. Gottlieb at (202) 551-3416 or me at (202)
551-3464 with any other questions.          S i n c e r e l y ,           / s /  K a t h r y n  S .  M c H a l e
Kathryn Sears Mchale
        S t a f f  A t t o r n e y