SecProbe.io

May 27, 2008
  Mail-Stop 4561   Mr. Michael G. Capatides Senior Executive Vice- President  and General Counsel Canadian Imperial Bank of Commerce 425 Lexington Avenue-3
rd Floor
New York, New York 10017   Re: Canadian Imperial Bank of Commerce  Form 40-F (y/e October 31, 2007)
 Filed December 10, 2007   File No. 001-14678   Dear Mr. Capatides:
 We have reviewed your response to our comment letter dated April 4, 2008 and
have the following comments.

 Form 40-F

Exhibit B.3(c), Management’s Discussion and Analysis

Liquidity Facilities to ABCP Conduits, page 40
1. In your response to comment two from our letter dated March 19, 2008, you state
that you expect that the liquidity line would only be used to manage extreme
liquidity distress as a last resort and theref ore have assessed that the probability of
a draw to be extremely low.  Given your  disclosure on page 40 that the ABCP
purchases were due to liquidity tighten ing during the second half of 2007, please
tell us the following:

• How you assessed the variable interests held by you as a result of providing the
Global Style Liquidity facility to be insignificant to the primary beneficiary
analysis in light of your purchas es of ABCP during the year;

Mr. Michael G. Capatides
Canadian Imperial Bank of Commerce
Page 2 of 3

• Whether you considered each purchase of ABCP to be a reconsideration event
and, if so, whether you performed a quanti tative and qualitative analysis to
determine whether you were the primary beneficiary at each  reconsideration
event; and
• Clarify whether ABCP purchases were in all cases made pursuant to the
contractual obligations, or whether certain purchases were made in advance of
any specific obligations to purchase ABCP.
2. We also note your disclosure on page  58 that commencing September 17, 2007,
you are required to provide funding to  the identified multi-seller conduits you
sponsor, subject to the satisf action of certain limited condi tions with respect to the
conduits, to fund non-defaulted assets. Further disclosure states that prior to this
date, you provided liquidity facilities in the event that funding for such conduits
became unavailable as a result of a general market disruption. Please address the following:

• Clarify whether these new liquidity faciliti es to purchase assets are in addition
to or whether they replace prior liquid ity facilities to purchase ABCP in the
event of a market disruption;
• Explain the reason(s) for the change in  the requirement for you to provide
liquidity funding;
• Further explain the “satisfaction of cert ain limited conditions” in the context of
how and when you would be required to provide liquidity fa cilities to these
conduits;
• Tell us if you determined this new requirement to fund non-defaulted assets to
be a reconsideration event and, if so , how you considered this change in
determining whether you were the primary beneficiary; and
• Tell us if you have purchased any non-de faulted assets from any conduits and,
if so, distinguish between purchases  made under this new contractual
requirement and those made otherwise.

Visa Gain, page 40

3. We note your response to comment four from our letter dated March 19, 2008.
Please address the following:

• Provide us the range of per share fair  values determined by the independent
valuation firm differentiating betwee n the shares subject to immediate
mandatory redemption and shares with a three year selli ng restriction, as
applicable;
• Quantify the per share IPO discount and re stricted stock discount that were
deducted from the “fully distributed trad ing value” estimated in the valuation
report to arrive at each of the per share fair values; and

Mr. Michael G. Capatides
Canadian Imperial Bank of Commerce Page 3 of 3

• Tell us how you determined that the use of the midpoint of the range of US
dollar denominated per share fair values was most representative of the value of
the shares to be received.
4. We further note the last paragraph in your  response to comment four from our
letter dated March 19, 2008, and your disclosu res regarding Visa Inc. on page 8 of
your Q1 2008 quarterly report filed as an exhibit to your Form 6-K on February 28,
2008. Please address the following:

• Tell us how you determined that an adju stment to the carrying value of your
Visa Inc. shares was not requi red in Q1 2008 upon obtaining updated
information (for instance, the expected Visa Inc. IPO pricing range on February
25, 2008) about the fair value of thes e shares. Separately address your
accounting for the shares subject to ma ndatory redemption and shares with a
three year selling restriction; and
• Provide us the amount of loss actually recognized in the second quarter of 2008
upon the mandatory redemption of Visa Inc. shares and tell us if any other than
temporary impairment with respect to the remaining shares has been recorded.

Securitization of Third-Party Assets, page 58
5. We note your tabular presentation of your  exposure to entities involved in the
securitization of thir d-party assets which includes disclosure related to third-party
structured vehicles for the two years e nded October 31, 2007.  During each of the
periods presented, please tell us whether you have been required to provide funding
to or purchase assets from these third pa rty structured vehicles and quantify the
amount of support given.  As applicable, tell us how you considered these actions
in determining whether or not you were not the primary beneficiary of these
vehicles.

*   *   *   *
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
  You may contact John Spitz, Staff A ccountant at (202) 551-3484, or me at
(202) 551-3423, if you have questions regarding these comments.           S i n c e r e l y ,           A m i t  P a n d e         A s s i s t a n t  C h i e f  A c c o u n t a n t