SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

       DIVISION OF
CORPORATION FINANCE

Mail Stop 5546         June 30, 2006

Via Facsimile 416 360-5271 and US Mail
 Gerald T. McCaughey President and CEO Canadian Imperial Bank of Commerce Commerce Court Toronto, Ontario Canada, M5L 1A2
 Re: Canadian Imperial Bank of Commerce
  Form 40-F for the Fiscal Year Ended October 31, 2005
Filed December 12, 2005
   File No. 1-14678

Dear Mr. McCaughey:
We have limited our review of the above filing to disclosures relating to your contacts with
countries that have been identified as state sponsors of terrorism, and we will make no further review of the filing.  Our review with respect to  this issue does not preclude further review by the
Assistant Director group with respect to other issues.   At this juncture, unless otherwise directed,
we are asking you to provide us with supplemental information so that we may better understand your disclosure.  Please be as detailed as necessary in your response.  After reviewing this information, we may raise additional comments.
Please understand that 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 filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
General

1. We note from public media sources and third-party websites that you may have operations
in, or accounts associated with, Cuba and Iran, countries identified as state sponsors of terrorism by the U.S. State Department and subject to sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control and the U.S. Commerce

Gerald T. McCaughey
Canadian Imperial Bank of Commerce
June 30, 2006 Page 2

Department’s Bureau of Industry and Security.  We note that the Form 40-F does not contain any information relating to operations i n, or ties to, Cuba or Iran.  Please describe
your operations in, and ties to, these countries, if any, and discuss their materiality to you in light of their status as state sponsors of terrorism.  Please also discuss whether the operations, either individually or in the aggregate, constitute a material investment risk to your security holders.  Your response should describe your current, past and anticipated operations in, and contacts with, Cuba and Iran, including through subsidiaries, affiliates and other direct and indirect arrangements.
2. Your materiality analysis should address materiality in quantitative terms, including the approximate dollar amount of revenues, assets and liabilities associated with Cuba and Iran.  Please also address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon your reputation and share value.

We note, for example, that Arizona and Loui siana have adopted legislation requiring their
state retirement systems to prepare reports regarding state pension fund assets invested in, and/or permitting divestment of state pension fund assets from, companies that do business
with countries identified as state sponsors of terrorism.  The Pennsylvania legislature has adopted a resolution directing its Legislative Budget and Finance Committee to report annually to the General Assembly regarding state funds invested in companies that have ties to terrorist-sponsoring countries.   The Missouri Investment Trust has established an equity fund for the investment of certain state-held monies that screens out stocks of companies that do business with U.S.-designated state sponsors of terrorism.  Florida requires issuers to disclose in their prospectuses any business contacts with Cuba or persons located in Cuba.  Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies operating in Cuba and Iran.
Please also address the impact of your regulatory compliance programs, such as programs
designed to prevent terrorism funding, which cover operations and contacts associated with Cuba and Iran, and any internal risk assessment undertaken in connection with business in those countries.  Please respond to these comments within 10 business days or tell us when you will provide
us with a response.  Please understand that we may have additional comments after reviewing your responses to our comments.  Please file your response letter on EDGAR.
 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 Exchange Act of
1934 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 the company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Gerald T. McCaughey
Canadian Imperial Bank of Commerce June 30, 2006 Page 3

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 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 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 contact James Lopez at (202) 551-3536 if you have any questions about the
comments or our review.  You may also contact me at (202) 551-3470.             S i n c e r e l y ,             Cecilia D. Blye, Chief         Office of Global Security Risk    cc:  Todd Schiffman   Assistant Director   Division of Corporation Finance     Donald Walker   Senior Assistant Chief Accountant   Division of Corporation Finance