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CORRESP
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[Central Valley Community Bancorp Letterhead]

March 5,
2010

VIA EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Mail
Stop 7010

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kevin W. Vaughn, Accounting Branch Chief

RE:

Central Valley Community Bancorp (the “Company”)

Form 10-K for Fiscal Year Ended December 31,
2008

Filed March 19, 2009

Form 10-K/A for Central Valley Community Bancorp
Escrow Fund for the Transition Period from November 13, 2008 to December 31,
2008

Filed March 31, 2008

Form 10-Q for the Period Ended September 30,
2009

Filed November 13, 2009

File No. 000-31977

Ladies
and Gentlemen:

This
letter is in response to your letter dated February 18, 2010 (the “Letter”)
setting forth comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) on our Annual Reports on Forms 10-K and
10-K/A filed on March 19, 2009 and March 31, 2009, respectively, and
on our Quarterly Report on Form 10-Q filed on November 13, 2009.  Our responses to the specific comments are
set forth below.  For convenience, the
comments from the Letter are stated in italics prior to our responses.

Form 10-K for the year ended December 31,
2008

Item 8. Financial Statements

Note 19. Subsequent Event, page 103

1.     We note your response to prior
comment 3.  If true, please confirm that
you will include this information in your future filing disclosures.  We also note your statement that you
determined the discount rate of 7% was appropriate based on your risk profile.  Please tell us in more detail how you
determined that discount rate was appropriate.
In your response, please also quantify the impact to both the fair value
of the preferred stock and to your net income available to common shareholders
if the discount rate used had been higher (e.g. 10%).

Response:

The
following disclosure will be included in our future filings with the
Commission, including our filing on Form 10-K for the year ended December 31,
2009:

The
Company allocated the proceeds received from the U.S. Treasury between the Series A
Preferred Stock and the Warrant issued based on the estimated relative fair
values of each.  The fair value of the Series A
Preferred Stock was determined using a net present value calculation for
preferred stock.  The fair value of the
Warrant was estimated based on a Black-Scholes-Merton model.  The recorded investment in Series A
Preferred Stock initially was $6,540,000 and the fair value allocated to the
Warrant was $460,000.  The discount
recorded on the Series A Preferred Stock was equal to the fair value of
the imbedded Warrant and is amortized using the level-yield method over five
years.

Subsequent
to the reduction of the number of shares of the Company’s Common Stock issuable
pursuant to the Treasury’s exercise of the Warrant, as detailed above, the fair
value of the imbedded Warrants and the discount on the Series A Preferred
Stock was adjusted.

The
following table identifies the amount of the proceeds allocated to the Series A
Preferred Stock and the Warrant based on their relative fair values and
reflects the reduction by one half the number of shares of the Company’s Common
Stock that would be issuable pursuant to exercise of the Warrant.

  Series A

  Total

  Preferred

  Fair

  Stock

  Warrant

  Value

  Fair value per share

  $

  820.29

  $

  1.31

  $

  —

  Number of shares

  7,000

  79,067

  —

  Fair value

  $

  5,742,000

  $

  104,000

  $

  5,846,000

  Percent of total fair value

  98.0

  %

  2.0

  %

  —

  Allocation of $7,000,000  proceeds
  based on percent  of total fair value

  $

  6,875,000

  $

  125,000

  $

  —

The
Company calculated the fair value of the Series A Preferred Stock using a
net present value calculation for preferred stock with a five year call option,
with an annual dividend rate of 5.0% and a 10.0% discount rate.  Management determined the discount rate of
10.0% was appropriate based on the Company’s risk profile using a Capital Asset
Pricing model (CAPM).

The
Company based the fair value of the Warrant granted using a
Black-Scholes-Merton pricing model that uses assumptions based on estimated
expected life, expected stock volatility and a discount rate based on the
risk-free interest rate.  Stock
volatility is based on the historical volatility of the Company’s stock.  The risk-free rate is based on the U.S.
Treasury yield curve for the periods within the contractual life of the Warrant
in effect at the time of grant.  The fair
value of the Warrant was estimated on the date of grant using:

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i)
dividend yield of 0.10%; ii) expected volatility of 32.13%; iii) 1.52%
risk-free interest rate; and iv) expected term of six and one half years.

Form 10-Q for the period ended September 30, 2009

Item 1. Financial Statements

Note 4. Investments, page 10

2.     We note your response to prior
comment 5, including your proposed disclosures, related to underwater
collateralized mortgage obligations (CMO) securities.  Please tell us your methodology and
assumptions used to determine that the 10 CMO securities that were underwater
for greater than 12 months at September 30, 2009 were not
other-than-temporarily impaired.  In your
response, please specifically address the following items:

·      Tell us whether you performed an
expected cash flow analysis for each individual CMO security.

·      If you did not perform an
expected cash flow analysis, please tell us how you quantitatively determined
that the securities were not impaired.

·      In your earnings release filed as
Exhibit 99 to the Form 8-K filed on February 2, 2010 you disclose
that you recorded an other-than-temporary impairment charge of $300,000 in the
fourth quarter of 2009.  Please tell us
which security this related to.

Response:

The
following disclosure will be included in our future filings with the
Commission, including our filing on Form 10-K for the year ended December 31,
2009:

As of December 31, 2009, management performed
an analysis of the investment portfolio to determine whether any of the
investments held in the portfolio had an other-than-temporary impairment
(OTTI).  Management evaluated all
available for sale investment securities with an unrealized loss at December 31,
2009 and identified those that had an unrealized loss for at least a
consecutive 12 month period, which had an unrealized loss at December 31,
2009 greater than 10% of the recorded book value on that date, and which had an
unrealized loss of more than $10,000.  In
addition, management reviewed all private residential collateralized mortgage
obligations (CMOs) in an unrealized loss position at December 31, 2009.

For those bonds that met the evaluation criteria
management obtained and reviewed the most recently published national credit
ratings for those bonds.  In addition, we
performed an expected cash flow analysis for all CMOs under different stress
scenarios discounted at the security’s implicit interest rate at the date of
acquisition and determined that the expected discounted cash flows were greater
than the recorded book value of the security.

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Based on the analyses performed, the expected
discounted cash flows were greater than the recorded book value of the
individual securities.  Management
recorded an OTTI loss of $300,000 for one security that was sold at a loss
subsequent to December 31, 2009, and recorded an unrealized loss in other
comprehensive income for the other securities.

The OTTI charge to earnings of $300,000 recorded in
2009 related to the sale of one CMO security in January 2010 with cusip number 12668BPM9.

3.     Considering the significant
judgment required to determine if a security is other-than-temporarily impaired
and the focus users of financial statements have placed on this area, we
believe comprehensive and detailed disclosure is required to meet the disclosure
requirements in ASC 310-20-50 and Item 303 of Regulation S-K for your material
loss exposure.  Therefore, please address
the following regarding your CMOs that are in an unrealized-loss position
greater than 12 months at period end:

·      Revise your future filings to
disclose the number and amount of CMOs for which the lowest credit rating was
below investment grade.

·      Revise your future filings to
disclose each individual security with at least one rating below investment
grade.  Specifically, please disclose the
following information as of the most recent period end: single-issuer or
pooled, class, book value, fair value, unrealized gain/loss, and lowest credit
rating assigned to the security.

·      Revise your future filings to
clearly disclose how you considered the below investment grade rating for these
securities in your conclusion that the securities are not
other-than-temporarily impaired, and that no portion of their unrealized losses
[was] credit related.  Identify the
factors that you believe caused the fair value of these securities to be
significantly lower than cost.

Response:

The
following disclosure will be included in our future filings with the
Commission, including our filing on Form 10-K for the year ended December 31,
2010:

Other Collateralized Mortgage Obligations

At
December 31, 2009, the Company had a total of 46 private residential CMO
holdings with a remaining principal balance of $36,280,000 and a net unrealized
loss of approximately $5,010,000.  19 of
these securities account for $5,413,000 of the unrealized loss at December 31,
2009 offset by 27 of these securities with gains totaling $403,000.  13 of these private residential CMO holdings
with a remaining principal balance of $27,395,000 had credit ratings below
investment grade.  The Company continues
to perform extensive analyses on these securities as well as all whole loan
CMOs.  These investment securities
continue to demonstrate cash flows and credit support as expected and the
expected cash flows of the security discounted at the security’s implicit
interest rate are greater than the book value of the security, therefore
management does not consider these to be other than temporarily impaired.

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The
unrealized losses associated with private residential CMOs are primarily driven
by higher projected collateral losses, wider credit spreads and changes in
interest rates.  The Company assesses for
credit impairment using a discounted cash flow model.  The key assumptions include home price
depreciation, default rates, severities, discount rates and prepayment
rates.  Management estimates losses to a
security by forecasting the underlying mortgage loans in each transaction.  The forecasted loan performance is used to
project cash flows to the various tranches in the structure.  Based upon management’s assessment of the
expected credit losses of the security given the performance of the underlying
collateral compared with our credit enhancement, we expect to recover the
entire amortized cost basis of these securities.

Investment
securities as of December 31, 2009 with credit ratings below investment
grade are summarized in the table below:

  CUSIP

  Description

  Current Book

  Value

  Market Value

  Unrealized

  (Loss) or

  Gain

  Rating

  Agency

  69337HBA8

  PHH ALT MTG TR
  2007-2 2A2

  $

  3,776,665

  $

  3,078,247

  $

  (698,418

  )

  CC

  Fitch

  761136AJ9

  RESIDENTIAL ASSET
  SECUR TR 2007-A1 A9

  3,588,256

  2,416,794

  (1,171,462

  )

  C

  Fitch

  02149FAD6

  COUNTRYWIDE ALT
  LN TR 2006-43CB 1A4

  1,277,408

  906,038

  (371,370

  )

  CC

  Fitch

  021460AB6

  COUNTRYWIDE ALT
  LN TR 2006-16CB A2

  558,960

  461,925

  (97,035

  )

  CC

  Fitch

  12668BPM9

  COUNTRYWIDE ALT
  LN TR 2006-4CB 1A1

  2,862,367

  2,581,766

  (280,601

  )

  CCC

  S&P

  32051GT70

  FIRST HORIZON ALT
  MTG SEC 2006-FA1 1A12

  3,021,095

  2,110,128

  (910,967

  )

  CC

  Fitch

  16162XAH0

  CHASE MTG FIN
  CORP 2006-S3 2A1

  376,418

  360,855

  (15,563

  )

  CC

  Fitch

  05948KF38

  BANC OF AMER ALT
  LN TR 2005-6 5A2

  849,306

  732,496

  (116,810

  )

  CCC

  Fitch

  36298NAV6

  GSR MTG LN TR
  2006-7F 3A5

  3,355,199

  2,786,447

  (568,752

  )

  CC

  Fitch

  126694G93

  COUNTRYWIDE HOME
  LNS 2006-J2 1A1

  3,234,905

  3,218,364

  (16,541

  )

  CCC

  Fitch & S&P

  05948KZM4

  BANC OF AMER ALT
  LN TR 2005-4 CB12

  234,394

  145,846

  (88,548

  )

  BB

  Fitch

  12668BPM9

  COUNTRYWIDE ALT
  LN TR 2006-4CB 1A1

  2,862,367

  2,581,766

  (280,601

  )

  CCC

  S&P

  05950FAC9

  BANC OF AMERICA
  FNDG CORP 2006-4 A3

  1,397,965

  1,528,781

  130,816

  CCC

  S&P

  TOTAL

  $

  27,395,305

  $

  22,909,455

  $

  (4,485,850

  )

All securities in the above table are private residential
collateralized mortgage obligations.

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*  *
 *  *  *  *  *  *  *

The Company hereby
acknowledges 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.

We
appreciate the Staff’s comments and request that the Staff contact the
undersigned at (559) 323-3420 (telephone) or dave.kinross@cvcb.com (email) with
any questions or comments regarding this letter.

Respectfully
submitted,

Central
Valley Community Bancorp

  By:

  /s/ David A. Kinross

  Senior Vice President and Chief Financial Officer

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