SecProbe.io

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			March 19, 2008

Mail-Stop 4561

Mr. Michael G. Capatides
Senior Executive Vice- President
and General Counsel
Canadian Imperial Bank of Commerce
425 Lexington Avenue-3rd 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 filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

Form 40-F
Exhibit B.3(c), Management`s Discussion and Analysis
U.S. Subprime Residential Mortgage Market, page 40

1. In the disclosure of  your exposure to the U.S. subprime
residential mortgage market through derivative contracts hedged
with
investment-grade counterparties, we note that as of October 31,
2007,
35% of the notional amount of derivatives was with an "A" rated
U.S.
financial guarantor. This counterparty was subsequently confirmed
to
be ACA Financial Guaranty Corp. in your Form 6-K filed December
19,
2007, in which you disclosed that there was a reasonably high
probability of incurring a large charge following ACA`s credit
rating
being downgraded from "A" to "CCC" by Standard & Poors. You
further
stated that the mark of the hedge protection from ACA was $1.71
billion as of October 31, 2007, and $2.0 billion as of November
30,
2007.
We note that in your Form 6-K filed January 15, 2008, you
confirmed
that you had recorded a $2 billion fair value adjustment to the
counterparty credit protection receivable from ACA as a result of
the
credit downgrade.  Taking into account your discussion of risk
measurement processes and risk rating methodologies presented on
page
63, please tell us how you considered ACA Capital Holdings, Inc.`s
press release dated November 9, 2007, which discloses Standard &
Poor`s decision to place them on CreditWatch with negative
implications, in assigning an internal risk rating to the ACA
exposure and determining that a fair value adjustment was not
required as of October 31, 2007.

Liquidity Facilities to ABCP Conduits, page 40

2. We note that during the second half of 2007 you purchased $3.1
billion asset-backed commercial paper issued by your sponsored
conduits as a result of liquidity tightening that had affected the
asset-backed securities market.  We also note disclosures in your
Critical Accounting Policies and Estimates section on page 76
relating to consolidation of variable interest entities (VIEs) to
which you provide liquidity facilities, and note that as of
October
31, 2007, you had not consolidated any of these entities. Please
provide us with a comprehensive analysis clearly stating the
authoritative guidance you relied upon to support your
determination
that you were not the primary beneficiary and therefore not the
consolidator of the sponsored conduits to which you provided
liquidity facilities.

3. Given that you have identified consolidation and variable
interest
entities as a critical accounting policy, please consider
discussing
in your future filings:

* The scenarios where you would have to consolidate any of these
entities for which you provide liquidity facilities, and your
expectation of the likelihood of such consolidation; and
* The frequency of which you reconsider, and the typical triggers
which require you to reconsider, whether you are the primary
beneficiary and therefore would be required to consolidate these
entities.

Visa Gain, Page 40

4. We note your disclosure that you recognized a $456 million gain
with respect to the worldwide restructuring of Visa based on the
fair
value of shares of Visa, Inc. that you received on October 2,
2007.
Please address the following:

* Tell us how you previously accounted for your membership
interests
in Visa Canada and Visa International prior to the restructuring;
and
* Tell us how you determined the fair value of shares of Visa,
Inc.
received in the absence of an active market for these shares.
Please
provide us with a comprehensive response which includes the key
assumptions made and valuation models employed.

Off-balance Sheet Arrangements
5. Revise to address the risk that may result from failure to
price
properly the exposure to off-balance sheet vehicles that might
need
to be funded on the balance sheet precisely when it may become
difficult or expensive to raise funds externally. In addition,
address the risk that may result if you can not syndicate your
holdings of leveraged loans due to reduced investor appetite for
those assets when you can not cancel related funding commitments.
What possible affect could result on the balance sheets?
6. Revise to disclose the amounts of revenue, expenses, and cash
flows resulting from off-balance sheet arrangements, the nature
and
amount of interests retained, and the nature and amount of any
contingent liabilities or obligations arising from such
arrangements.
See Item 303(a)(4)(i)(C) of Regulation S-K.

Form 6-K filed February 28, 2008
Exhibit 99.1 News Release
Hedged USRMM Exposure and Other Exposure to Financial Guarantors,
page 7

7. We note your disclosure that during the quarter ended January
31,
2008, you recorded a charge of $624 million against your exposure
to
financial guarantors other than ACA and that you changed the
methodology employed to establish these valuation adjustments to
take
into account market observed credit spreads. Please address the
following:

* Tell us how you determined the amount of charge recorded;
* Provide us a comprehensive discussion of your new methodology
and
tell us how it better captures these valuation adjustments when
compared to the previous methodology.

      *			*			*			*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment 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 amendment and
responses
to our comments.

      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 all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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.

            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 connection with our review
of
your filing or in response to our comments on your filing.

      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.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	The accounting staff are reviewing the accounting responses
and
may have additional comments based upon their review. Any
questions
regarding the accounting comments may be directed to John Spitz at
(202) 551-3484 or John Nolan at (202) 551-3492.  All other
questions
may be directed to Michael Clampitt at (202) 551-3434 or to me at
(202) 551-3698.

							Sincerely,

							Mark Webb
							Branch Chief
							Financial Services Group

Mr. Michael G. Capatides
Canadian Imperial Bank of Commerce
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