SecProbe.io

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<FILENAME>filename1.txt
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Mail Stop 4-8

								March 1, 2005

By U.S. Mail and facsimile to (970) 476-0200

Mr. Gary S. Judd, President
Vail Banks, Inc.
P.O. Box 3219
Avon, Colorado 81620

Re: 	Vail Banks, Inc.
      	Form 8-K filed February 23, 2005
      	File No. 0-25081

Dear Mr. Judd:

   The Staff has reviewed the above-referenced filing for
compliance
with the requirements of Form 8-K and has the following comment in
that regard.

* Please revise to specifically state whether the former
accountant
resigned, declined to stand for re-election or was dismissed, and
the
date thereof, as required by Item 304(a)(1)(i) of Regulation S-K.

   We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors 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 disclosures they have made.

   In connection with responding to our comments, please provide,
in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

   Please file an amendment via EDGAR in response to these
comments
within 5 business days of the date of this letter, unless
specified
otherwise, or contact us immediately if you require additional
time.
Such amendment should be filed under cover of Form 8-K/A and
should
include the ITEM 4 designation. An updated letter from your former
accountant addressing the revised disclosures should also be
included
in your amended Form 8-K and filed as Exhibit 16. To expedite the
processing of the Form 8-K, please furnish a courtesy copy of the
filing to the undersigned.

You may direct any questions regarding this comment to me at 202-
942-
2865.

								Sincerely,

								Angela Jackson
								Staff Accountant

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(..continued)

Mr. Gary S. Judd
Vail Banks, Inc.
Page 1

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