SecProbe.io

December 29, 2014

Via E -mail
Albert H. Marshall
Senior Vice President and Secretary
Banner Corporation
10 S. First Avenue
Walla Walla, WA 99362

Re: Banner Corporation
  Amendment No. 1 to Registration Statement on Form S -4
Filed December 5 , 2014
  File No. 333-199211

Dear Mr. Marshall :

We have reviewed your amended registration statement  and have the following
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 .  If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Amendm ent No. 1 to Registration Statement on Form S -4

General

1. Please tell us  whether the financial information required under Rule 3 -05 of Regulation
S-X has been adequately provided in the registration statement  for the proposed
transactions between Banner  and Siuslaw and AmericanWest Bank and the Bank of
Sacramento.

Selected Consolidated Historical Financial Information of AmericanWest, page 26

2. The tables of selected financial information and other data represent the consolidated
financial information of SKBHC Holdings.  Please tell us why the audited financial
information of AmericanWest Bank are not disclosed since the definitive agreement with

Albert H. Marshall
Banner Corporation
December 29, 2014
Page 2

 Banner is for the acquisition of AmericanWest  Bank .  Please also tell us why the audited
financial statements of AmericanWest Bank are not available.

Comparative Unaudited Pro Forma Per Share Data, page 27

3. Please revise to disclose historical per shar e information for AmericanWest and the pro
forma AmericanWest equivalent per share information.

Unaudited Pro Forma Combined Condensed Consolidated Financial Information, page 68

4. The information presented for AmericanWest has been segregated from the parent
holding company SKBHC for the pro forma periods presented.  The pro forma statements
of financial condition and statements of operations should be based upon the information
included in the filing (i.e the historical financial statements). We note that neither the
separate audited financial statements nor the interim period financial statements of
AmericanWest have been presented.  Please tell us how the pro forma financial
inform ation presented is in accordance with Rule 11 -02 of Regulation S -X.

Pro Forma Statements of Financial Condition, page 72

5. Please revise to disclose the pro forma adjustment to the investment securities which
coincides with the pro forma fair value adju stment reflected in the statement of
operations on page 75.

6. Please tell us whether there was any pro forma adjustment to the fair value of the deposits
to be assumed in the AmericanWest transaction.

7. Please revise to address the nature of the disposi tion of the premises and equipment as
identified in pro forma Note D on page 89 and whether there would be any impact to the
pro forma statement of operations.

Pro Forma C onsolidated Statement of Operations , page 73

8. Please address whether there was any  pro forma impact on interest and fees on loans for
the interim and year end periods for the purchase accounting adjustments reflected in the
statements of financial condition for the Siuslaw transaction.

Pro Forma Consolidated Statement of Operations, page 74

9. Please address whether there was any pro forma impact on operations for the interim and
year-end periods from the OREO, premises and equipment, other assets and other
liabilities purchase accounting adjustments reflected in the statements of fina ncial
condition for the Greater Sacramento Bancorp transaction.

Albert H. Marshall
Banner Corporation
December 29, 2014
Page 3

 Pro Forma Consolidated Statement of Operations, page 75

10. We note that the Banner and Siuslaw pro forma combined amounts for the nine months
ended September 30, 2014 (i.e. on page 73) do no t agree to the amounts disclosed on
page 75. Please revise in your next amendment.

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging 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 staff 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact  Marc Thomas at (202) 551 -3452 or me at (202) 551 -3752  if you have
any questions.
Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Accounting Branch Chief

cc: Via E -mail: John F. Breyer, Jr., Esq.