SecProbe.io

Mail Stop 4561
July 28, 2008
By U.S. Mail and Facsimile to: (916) 444-2100

Daniel J. Doyle President and Chief Executive Officer Central Valley Community Bancorp 7100 N. Financial Drive, Suite 101 Fresno, CA 93720
Re: Central Valley Community Bancorp
Registration Statement on Form S-4 Filed July 3, 2008
  File No. 333-152151

Dear Mr. Doyle:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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 S-4

 General

 1. We note that part of the consideratio n payable to stockholders of Service 1
st
Bancorp is contingent on the occurrence of certain events and will be placed in an escrow account.  Please revise throughout th e prospectus to state the consideration
in terms of the lowest amount that is assu red to be issued and paid.  Disclosure
may be included that there is a possibi lity of an increase in the stated
consideration if amounts rema in in the escrow account after the occurrence of

Daniel J. Doyle
Central Valley Community Bancorp
July 28, 2008 Page 2

certain events.

Cover Page of Registration Statement

 2. Please revise the cover page of the re gistration statement to indicate by check
mark whether the company is a large accele rated filer, an accelerated filer, a non-
accelerated filer, or a sma ller reporting company.
 3. We note that you have calculated the pr oposed maximum aggregate offering price
and the amount of the registration fee ba sed on the average of the high and low
sales prices for the company’s common stock in reliance on Rule 457(f)(1) under the Securities Act of 1933.  However, Rule  457(f)(1) provides that the registration
fee should be based on the market value of  the securities to be received by the
registrant in the transaction.  Please revi se the registration fee table accordingly.
Refer to Rule 457(f)(1) and (3) under the Securities Act.
 Cover Page of Prospectus

 4. Please highlight the cross-reference to the “Risk Factors” section by prominent
type or in another manner.  Refer to Item 501(b)(5) of Regulation S-K.
 5. Please confirm that the company will not use the prospectus before the effective
date of the registration statement, or, in th e alternative, please revise to include an
appropriate “subject to comp letion” legend on the cover pa ge of the prospectus.
Refer to Item 501(b)(10) of Regulation S-K.
 References to Additional Information, page i

 6. Please highlight by print type or otherwise the statements which specify the dates by which security holders must request the information that is not delivered with
the prospectus.  Refer to Item 2 of Form S-4.
 Summary

 General

 7. Please revise to include the comparative ma rket value disclosure  required by Item
3(g) of Form S-4.
 Treatment of Service 1
st Bancorp Common Stock Options, page 8
 8. Noting the use of the previously undefined term “Per Share Merger Consideration” on page 8, please revise to define such term at its first use.  Please also revise to disclose (i) how the Per Share Merger Consideration will be

Daniel J. Doyle
Central Valley Community Bancorp
July 28, 2008 Page 3

calculated for purposes of cashing out th e options given that part of such
calculation is tied to the common stock com ponent of the transaction and (ii) what
portion of the option purchase price will be paid into and subject to the Escrow
Fund.
 Directors and Executive Management  Following the Merger, page 9

 9. Noting your discussion of the treatm ent of executives of Service 1
st Bancorp in
connection with the merger, please pr ovide a discussion of the anticipated
treatment of all other employees of Service 1st  Bancorp.
 Voting by
Centra l Valley Community Bancorp…, page 11
 10. Noting that your calculations do not include the shares held by executive officers
of each of the companies, please revi se to include such shares in your
calculations.  Please also compare the vo ting percentages referenced in this
subsection with the respectiv e votes required for approval of the merger.  Refer to
Item 3(h) of Form S-4.
 Risk Factors

 Cash deposited into the Escrow F und may never be distributed…, page 13

 11. Please revise this risk factor  to disclose the percentage  of the total consideration
that the Escrow Fund represents and that th ere is a risk that none of such amount
will be paid to holders of Service 1
st Bancorp common stock.  Please also include
a brief discussion of the litigation to which the Escrow Fund relates.
 Background of the Merger, page 29

 12. We note on page 31 that the first menti on of discussions re garding the potential
interest of the company in pursu ing a transaction with Service 1
st Bancorp took
place between the company and Sandler O’Nei ll.  Please revise to clarify at what
point and by whom the company was identi fied as a potential tr ansaction partner.
 13. Please revise your discussion in the first full paragraph on page 31 to address the
reasons that the list of transact ion candidates was narrowed to two.
 14. Please revise the third full paragraph on page 31 to elaborate on the factors relied upon by Sandler O’Neill to conclude that  the expression of interest of the
company was superior to the other candidate’s expression of interest.
 15. Noting the discussion in the third paragr aph on page 32 of the Regent Litigation
and Escrow Fund, please revise to discuss the factors considered by the parties in

Daniel J. Doyle
Central Valley Community Bancorp
July 28, 2008 Page 4

determining the amount of the Escrow Fund, including any conclusions regarding
the likely outcome of the dispute.

Calculation of Consideration to be Paid to Service…, page 39

 16. Noting that the proportion of cash and st ock payable to hold ers of Service 1
st
Bancorp common stock who exchange their shares will be adjusted to account for
the payments for any dissenting shares, pl ease revise the sixt h paragraph on page
39 to highlight how such adjustment will work.  Consider providing examples of how the division between cash and stock will be adjusted based on two or three hypothetical payout totals for dissenting sh ares.  Please also highlight on the
cover page of the prospectus and in the summary section that such an adjustment
will be made as a result of payments for dissenting shares.
 17. Please also discuss the risk, both here and in the “Risk F actors” section, that all of
the remaining Total Cash Consideration, after the payment for dissenting shares,
will be placed into the Escrow Fund and th at all of the consideration received by
the Service 1
st Bancorp stockholders will be common stock.
 Escrow Fund, page 39

 18. Please update as of the most recent pract icable date the status of the Regent
Litigation and Loan Participation Agreemen t to which the Escrow Fund relates.
 Dissenters’ Rights of
Centra l Valley Community Bancorp…, page 52
 19. It is inappropriate to qualify your summary of dissenters’ rights by reference to Division 1, Chapter 13 of the California Co rporations Code without filing the
entirety of the information referenced.  Please revise to file the entirety of the information referenced or limit your qualif ication to the information provided as
part of the prospectus.
 Miscellaneous, page 66

 20. To the extent not already discussed, pl ease revise to describe any material
relationship that existed duri ng the past two years or is mutually understood to be
contemplated and any compensation received or to be received as a result of the
relationship between Service 1
st Bancorp and Sandler O’ Neill.  Please include
similar information with respect to th e company and Keefe, Bruyette & Woods on
page 72.  Refer to Item 1 015(b)(4) of Regulation M-A.
 21. We note the statement at the bottom of page 68 that the amount of cash or
common stock received as consideration in the merger will be determined by
reference to the average price of the company’s common stock over a 20 trading

Daniel J. Doyle
Central Valley Community Bancorp
July 28, 2008 Page 5

day averaging period.  This statement, how ever, appears to be inconsistent with
the remainder of the prospectus.  Please revise or explain.

Termination and Remedies, page 80

 22. It appears that the referen ce to “1.15%” of the Index Change Ratio in the second
full paragraph on page 81 is inconsistent  with the terms of the Reorganization
Agreement and Plan of Merger.  If  so, please revise to correct.

23. We note that both companies have the right to nullify the other company’s
exercise of a Price Trigger Terminat ion Right by accepting an increase or
decrease in the merger consideration, as  the case may be.  Please revise the
“Summary” section on page 8 to provide a br ief description of th is right to modify
the consideration payable in the transacti on and highlight the fact that such an
adjustment would take place after the stoc kholders have voted on the transaction.
Please also revise your risk factor di sclosure to discuss the risks to the
stockholders of both companies of the po ssibility of an adjustment to the
consideration after the stockholders have voted on the transaction.

24. The last sentence of the fifth full paragra ph on page 81 refers to a “decrease” in
the consideration at “Service 1
st Bancorp’s discretion”.  Such reference, however,
appears to conflict with the terms of th e Reorganization Agreement and Plan of
Merger.  If so, please revise to correct.
 Shareholder Proposals, page 86

 25. Please revise to provide all of the inform ation required to be in a proxy statement
by Rule 14a-5(e) under the Securities Exchange Act of  1934 with respect to both
companies.  Refer to Item 18(a)(1) of Form S-4 and Item 1(c) of Schedule 14A.
 Where You Can Find More Information, page 101

 26. We note that the company has only incor porated by reference one Form 8-K filed
since December 31, 2007.  Please revise to  incorporate by reference all reports
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 2007.  Please also clar ify whether the dates listed for each
Form 8-K represent the date filed or the da te of the earliest event reported.  Refer
to Item 13(a)(2) of Form S-4.
 27. It appears that both companies have elec ted to incorporate certain information by
reference in accordance with Item 13 of  Form S-4.  However, both companies
have also incorporated by reference certain future filings made pursuant to the Securities Exchange Act of 1934 which is not required by Item 13.  Please revise
to eliminate such forward incorporation by re ference, or, in the alternative, please

Daniel J. Doyle
Central Valley Community Bancorp
July 28, 2008 Page 6

provide the undertaking required by Item 512(b) of Regulation S-K.

Item 22.  Undertakings, page II-2

 28. Please revise to furnish the undertaki ng required by Item 22(b) of Form S-4.
 Exhibit 5

 29. Please delete the last sentence of the sixt h paragraph of the opinion or refile the
opinion at the time acceleration of the effectiveness of the registration statement is requested.  The legal opinion must be va lid as of the date of effectiveness.
 30. It is inappropriate to limit reliance on  the opinion.  Please revise the last
paragraph of the opinion accordingly.
 Closing Comments

As appropriate, please amend your regist ration 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 cove r 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 amendmen t 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 in formation 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 even t 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 comment s and the declaration of effectiveness

Daniel J. Doyle
Central Valley Community Bancorp July 28, 2008 Page 7

as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3434 with any
questions.

     S i n c e r e l y ,          Michael R. Clampitt
Staff Attorney
cc: Bruce F. Dravis, Esq.
James K. Dyer, Jr., Esq. Downey Brand LLP 555 Capitol Mall, 10th Floor Sacramento, California 95814