SecProbe.io

May 2 , 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
Amendment No. 1 to Registration Statement on Form S -4
Filed April 26 , 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

Certain Federal Income Tax Consequences, page 45

1. Please state clearly in this section that the opinion provided is that of Downey Brand
LLP.

2. Please state that it is the o pinion of Downey Brand that the merger will be treated as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

Director Appointment and Indemnification after the Merger, page 78

3. We note your response to our former comment 14; however, you do not appear to have
provided 402 (k) disclosure  regarding Mr. Elliot t’s compensation , as requested by Item
18(a)(7) of Regulation S -K.  Please revise to include this information.

Dave Kinross
Central Valley Community Bancorp
May 3, 2013
Page 2

 Visalia Community Bank Notes to Financial Statements
Note 14 -Fair Value Measurements, page F -30
4. Please revise to include the fair value disclosures required by ASC 820-10-50-2E.

Exhibits

5. We note your response to our former comment 15; however, you have not filed the “Pay
to Stay” agreements referred to on page 50.  Please file these agreements as exhibits to
your next amendment.

Tax Opinion, Exhibit 8

6. We note your short form opinio n states that it is the opinion of Downey Brand that the
summary is accurate.  Please revise to state that the discussion in the prospectus
constitutes the opinion of Downey Brand.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filin gs 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 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 you request acceleration of the effective date
of the pending registration statement please prov ide 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 compa ny 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 and 461 regarding requests fo r 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 responsibilities under

Dave Kinross
Central Valley Community Bancorp
May 3, 2013
Page 3

 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