SecProbe.io

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					November 10, 2004

Mail-Stop 0408
Via facsimile and U.S. Mail
Mr. Donald A. Gilles
President and Chief Executive Officer
Valley Commerce Bancorp
200 South Court Street
Visalia, California 93291

	Re:  Valley Commerce Bancorp
                    Amendment No. 2 to Form SB-2
	        File No. 333-118883
                    Submitted in Draft on November 12, 2004

Dear Mr. Gilles:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise 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 detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      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 filing.  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.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 event 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 this action as 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 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 a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities 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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

Selected Financial Data - page 10

1. As previously requested, please revise your book value per
share
presentation to include a footnote which clearly defines the
variables used when calculating the measurement and include the
fact
that the data was retroactively restated to include the 3 for 2
stock
split and any stock dividends paid to date in the selected
financial
data schedule.

Management`s Discussion and Analysis - page 26
Off-Balance Sheet Items - pages 53

2. Please re-examine the amounts disclosed as your commitments to
extend credit and standby letters of credit for the related
periods
presented.  Based on the table below, there seems to be a
discrepancy
in the amounts presented as Commitments to extend credit on
December
31, 2003 and 2002.  Please revise to reflect the correct amounts
for
the respective periods presented.

Commitments to extend credit
Standby letters of credit
Page 53

September 30, 2004
 $  26,400,000
 $ 1,100,000
December 31, 2003
 $  26,700,000
 $    806,000

Page 57

September 30, 2004
 $  26,400,000
 $   1,100,000
December 31, 2003
 $  NA
 $   NA

Note 5 - June 30, 2004 Financials

September 30, 2004
 $ 26,435,000
 $ 1,052,000
December 31, 2003
 $ 26,722,000
 $    806,000

Note 10 - December 31, 2003 Financials

September 30, 2004
 NA
 NA
December 31, 2003
 $ 34,817,000
 $    806,000
December 31, 2002
$ 26,722,000

Interim Condensed Financial Statements
Loans - page F-7

3. Please revise your filing to address the following regarding
your
foreclosure transaction:
* Please provide a brief discussion of the restatement of your
second
quarter amounts in both your MD&A and your interim footnotes.
* Such discussion should confirm, if true, that you believed the
net
carrying amount of the receivable as reduced by the specific
allowance amount on June 28, 2004 approximated its fair value on
that
date given the information you had available at that date.
Discuss
the information you had available.
* Disclose the amount of the foreclosure bid, the amount of the
final
September sales price, the date the final sale occurred, and the
involvement of the other portions of loans secured by the
property.
Reconcile the amounts involved similar to your latest supplemental
response on the matter.
* Briefly disclose why you believe the final sales price exceeded
your net carrying amount on June 28, 2004 which you believed at
the
time was fair value.  Discuss the nature of the market for the
property, how actively the property was marketed before and after
the
foreclosure process.

4. We note your response to comment 12 regarding your loan
participations that are treated as sales of loans under SFAS 140.
Please tell us how such transactions are reflected on your
Statements
of Cash Flows.

General

5. In this draft, the reports from your independent accountants
appear immediately prior to your unaudited interim financial
statements rather than with your audited annual financial
statements.
Please revise your filing accordingly.

6. Please provide an updated consent in your next amendment.

Closing Comment

      As appropriate, please amend your registration 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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	Any questions regarding the accounting comments may be
directed
to Diane San Pedro at (202) 824-5483 or Kevin Vaughn at (202) 942-
1816.  All other questions may be directed to Michael Clampitt at
(202) 942-1772 or to me at (202) 942-2887.

						Sincerely,

						Todd Schiffman
						Assistant Director

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Valley Commerce Bancorp
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