SecProbe.io

April 10 , 2013

Via E -mail
Dave Kinross
Chief Financial Officer
Central Valley Community Bancorp
7100 N. Financial Dr., Suite 101
Fresno, CA 93720

Re: Central Valley Community Bancorp
Registration Statement on Form S -4
Filed March 14 , 2013
  File No. 333-187260

Dear Mr. Kinross :

We have reviewed the above referenced filings  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested inform ation , including , if applicable,  a draft of your proposed disclosures to be made
in future filings .  If you do not believe our comments apply to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response .

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S -4

General

1. We note that senior management of Visalia provided financial projections to Sandler O’Neill.
Please disclose two years of any material projections, including revenue, income, and income
per share.

2. Please supplementary provide the staff with the board books prepared for each board.

3. Please note t he updating requirements of Rule 8 -08 of Regulation S -X and provide an
updated consent from your independent accountant in your next pre -effective amendment.

Dave Kinross
Central Valley Community Bancorp
April 10, 2013
Page 2

 Cover  Page

4. In accordance with Item 501(b)(2) of Regulation S -K, please disclose the aggregate amount
and title of securities offered with this prospectus.

Questions and Answers

What is the vote needed for approval of the merger agreement?,  page 1

5. Please disclose that certain holders of the common stock have agreed to vote their shares in
favor of the merger and therefore, approval of the merger is assured .

Summary

6. Briefly discuss the conditions under which the merger agreement may be terminated and
state the ter mination fee that will be incurred  by either party.

7. Please provide the information required by Item 3(g) of Form S -4 in the summary.

Interests of Certain Persons in the Merge r That Are Different From Yours, page 11

8. Please quantify the aggregate compensation that each director and executive officer will
receive as a result of the merger.  In addition, please briefly describe these arrangements,
including Mr. Elliot’s appointment to the Central Valley Board following the merger.

Unaudited Pro Form a Condensed Combined Financial Information

Note 5 -ProForma Adjustments, page 23

9. Please revis e to include the purchase price allocation required by ASC 805 -10-10.

10. Please revise to disclose the expected useful lives of loans acquired.

The Merger

11. Please include disclosure regarding the negotiation of the benefits to officers and directors
that you describe on page 46.

Calculation of Consideration to be Paid to Visalia Shareholders, page 41

12. Please disclose , if true,  that Central Valley can also choose to t erminate the merger if Visalia
shareholders’ equity is less than $18.5 million, rather than adjust the price.

Dave Kinross
Central Valley Community Bancorp
April 10, 2013
Page 3

 Certain Federal Income Tax Consequences, page 42

13. We note your discussion of the material tax consequences of the merger.  In accordance with
Item 601(b)(8), please provide an opinion supporting the consequences to shareholders
described in the filing.

Interests of Certain Persons in the Merger, page 46

14. Please provide the information required by Item 18(a)(7) of Form S -4 as it pertains to Mr.
Elliott.

15. Please file all material agreements discussed in this section, including the “Pay and Stay”
agreements discussed on page 47, with your next amendment.

Opinion of Visalia Community Bank’s Financial Advisor , page 51

16. Please disclose the  fee that FIG will receive as compensation for its services as financial
advisor.  Please provide similar disclosure for services that Sandler O’Neill’s provided to
Central Valley.

17. Please provide the information required by Section 1015(b)(4) of Regulation M -A.
Specifically, disclose any material relationship that has existed between each company and
each financial advisor over the past two years and the aggregate compensation paid by each
company to each financi al advisor for all services.

Where You Can Find More Information, page 115

18. Please use the SEC’s current address as follows: 100 F Street NE, Washington, DC 20549.

Validity of Central Valley Community Bancorp’s Common Stock, page 115

19. Please include the  address of the Downey Brand in this section.

Financ ial Statements of Visalia Community Bank

20. Please revise to include audited 12/31/2012 Financ ial Statements for Visalia Community
Bank in accordance with Regulation S -X. In addition revise the related Management’s
Discussion and Analysis, and the Unaudited Pro Form a Condensed Combined Financ ial
Information accordingly.

Legality Opinion, Exhibit 5.1

21. If you choose to address your opinion to the Securities and Exchange Commission, rather
than to your client, please include the SEC’s current address.

Dave Kinross
Central Valley Community Bancorp
April 10, 2013
Page 4

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing s include the information the Securities Act of 1933 and
the Securities Exchange Act of 1934, and all Securities Act and Exchange Act rules, in each case
as applicable, require.   Since the company and its management are in poss ession 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 you request acceleration of the effective date
of the pending regist ration statement please provide a written statement from the company
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.

Please refer to Rules 460 a nd 461 regarding requests for acceleration.  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 responsibiliti es 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.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Bill Schroeder  at (202) 551 -3294  or Sharon Blume  at (202) 551 -3474  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Joshua Samples  at (202) 551 -3199  or me at (202) 551 -3464  with any other questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney
cc. Via E -mail
 Bruce Dravis
James Dyer
Downey Brand LLP