SecProbe.io

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Bingham McCutchen LLP
Three Embarcadero Center
San Francisco, CA 94111

thomas.reddy@bingham.com
415-393-2188

October 27, 2004

Via Hand Delivery & EDGAR

Mr. Todd Schiffman
Division of Corporate Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re:    Valley Commerce Bancorp
       Form SB-2
       File No. 333-118883
       Filed September 9, 2004

Dear Mr. Schiffman:

On behalf of Valley Commerce Bancorp (the "Company"), this letter sets forth
responses to the staff comments contained in your letter dated October 8, 2004
relating to the Company's registration statement on Form SB-2 (the "Registration
Statement"). The Company's responses to the accounting staff's comments have
been prepared in consultation with the Company's independent auditors,
Perry-Smith LLP. Each staff comment is noted in bold below, and the Company's
response follows beneath each comment. Concurrently with the submission of this
letter, the Company has filed Amendment No. 1 to the Registration Statement,
three copies of which are enclosed herewith.

Prospectus Cover Page
---------------------
1.    Revise to use bold type for the cross-reference to the risk factors.

     The Word formatted version of the Registration Statement has bold text for
     this cross-reference. The commercial printer the Company is using advises
     us that the ASCII format in which the Registration Statement is submitted
     to you does not indicate bold type. The Company assures you that the
     printed prospectus will have bold type for this item. Mr. Clampitt advised
     us that this would be acceptable.

2.   With regard to the last paragraph and the statement therein that "there is
     no minimum", revise to indicate the minimum. In this regard, use the number
     of shares the underwriter is committed to take as the minimum.

<PAGE>

     The Company has revised the Registration Statement throughout to indicate
     that the minimum will be 300,000 shares.

Prospectus Summary
------------------
Growing-Market Area - page 3
----------------------------

3.   Revise the last paragraph on page 3 to explain how the bank is "expanding
     our efforts".

     The Company has revised the  Registration  Statement on page 3 in response
     to your comment.

Our strategic goals - page 4
----------------------------

4.   Revise the first paragraph to describe the expansion plans. Does the
     Company plan on adding branches in the next 12 months? If so, indicate the
     number expected to be added and the cost. If not, so indicate.

     The  Company has revised the Registration Statement in response to your
     comment. It has no immediate concrete plans either to open or acquire
     a branch.

5.   Revise the Core Deposit paragraph to indicate the growth for the 6 months
     ended June 30, 2004 and the year ended December 31, 2003.

     The  Company has revised the Registration Statement in response to your
     comment.

6.   Likewise, revise the Net Interest Margin and Efficiency ratio discussions
     to disclose the numbers for the 6 months ended June 30, 2004 and December
     31, 2003.

     The  Company has revised the Registration Statement in response to your
     comment.

7.   Revise to condense the last paragraph on page 4 and all of page 5 into a
     brief paragraph discussing the service first concept and the local
     management team. The remainder of the disclosure should be moved to the
     business section. In addition, add the address of the executive officers
     and a phone number as required by Item 503(b) of Regulation S-B.

     We have revised the last paragraph on page 4 and all of page 5 as requested
     and moved a portion of the text to "Description of Business."

     On the inside front cover, we have clarified that the address shown is the
     address for the executive offices. We have added the telephone number for
     the executive offices.

<PAGE>

The Offering - page 6
---------------------

8.   Revise the narrative for the number of shares both before and after the
     offering to indicate they do not include any shares that might be sold in
     the overallotment option.

     Our situation is unusual in that the 600,000 shares shown on the cover
     includes the shares available to the underwriter in the overallotment
     option. The Registration includes disclosures to this effect.

Risk Factors - page 9 General
-----------------------------

9.   Revise to use bold type for the captions of each risk factor.

     The Word formatted version of the Registration Statement has bold text for
     the risk factor captions. The commercial printer the Company is using
     advises us that the ASCII format in which the Registration Statement is
     submitted to you does not indicate bold type. The Company assures you that
     the printed prospectus will have bold type for these items. Mr. Clampitt
     advised us that this would be acceptable.

10.  Revise each caption to state the particularized risk, such as, "Our
     directors and Executive Officers have substantial control over the
     Company's actions and their interests may not coincide with shareholders
     who purchase shares in this offering", or a similar caption.

     The Company has revised the Registration Statement in response to your
     comment.

Risks related to our Company and its stock - page 9
---------------------------------------------------

11.  Revise to briefly discuss the limited trading activity by referring to
     average trades per day/week or month during the last 12 months.

     The Company has revised the Registration Statement on page 9 in response
     to your comment.

12.  Revise to move the last paragraph on page 9 and the first 6 paragraphs on
     page 10 to elsewhere in the prospectus, such as the Business section, as
     these are generic to all bank holding companies. Alternatively, revise to
     make the discussions particularized to the Company.

     The Company has revised the Registration Statement to relocate the subject
     paragraphs as you propose in response to your comment.

<PAGE>

13.  Revise the management's expertise paragraph to indicate the presence or
     absence of employment agreements.

     The Company has revised the Registration Statement on page 11 in response
     to your comment to indicate the absence of employment agreements.

Risks related to our industry - page 11
---------------------------------------

14.  Move the paragraph on regulation and legislation to elsewhere in the
     prospectus after the risk factors. See comment 13 above.

     The Company has revised the Registration Statement in response to your
     comment by moving the paragraph on regulation and supervision to the
     "Business" section.

Use of Proceeds
---------------

15.  Disclose the plans with regard to adding branches, e.g., none are expected
     to be added in the next 12 months, and indicate the expected cost of each
     branch addition.

     The Company has revised the Registration Statement in response to your
     comment. It has no immediate concrete plans either to open or acquire a
     branch.

Market Price for Common Equity
------------------------------

16.  Revise to provide some numbers with regard to the trading volume, e.g.,
     daily, weekly or monthly volume of how many shares.

     The Company has revised the Registration Statement on page 16 in response
     to your comment.

Dilution
--------

17.  Revise to include the information required by paragraph (a) of Item 506 of
     Regulation S-B.

     The Company has revised the Registration Statement on page 19 in response
     to your comment.

<PAGE>

Business General
----------------

18.  Expand the discussion to cover the last three years developments as
     required by Item 101 (a) of Regulation S-B. In this regard, growth in
     assets, deposits, capital, number of branches and other material items
     should be addressed in the three-year context.

     The Company has added a brief discussion of its most recent three years of
     operations with emphasis on the items you listed above. There has been no
     material change in the loan, deposit or other banking products or services
     in the last three years. The bank have been in operation for eight years.
     The most material developments in this period has been formation of the
     holding company and the expansion into Fresno County, which are discussed
     in several sections. We have a complete two-year MD&A. We are not aware of
     other material development in the past three years.Please note that the
     Company has also added a section entitled Recent Developments on page 8
     following Selected Financial Data to reflect highlights of results of
     operations for the period ended September 30, 2004.

19.  Revise to disclose the information required by Item 101 (c) of Regulation
     S-B.

     The Company has revised the Registration Statement on page 70 in response
     to your comment. In several places in the registration statement the
     Company has added financial information about the Fresno branch purchase as
     a historical reference.

Our strategic goals
-------------------

20.  Revise the first paragraph to include whether or not there are any
     agreements or commitments to purchase any branches from other institutions
     and, if so, indicate the expected costs and timeframe for the purchase.
     Likewise, disclose the timeframes for expansion of loan offices and new
     branches as well as the expected costs.

     The Company has revised the Registration Statement on page 44 in response
     to your comment.

Management
Employment Agreements
---------------------

21.  Revise to disclose and briefly discuss the Supplemental Compensation
     Agreements filed as exhibits.

     The Company has revised the Registration Statement on page 61 in response
     to your comment.

Part II
Undertakings
------------

22.  Revise to include the undertakings required by paragraphs (d) and (f) of
     Item 512 of Regulation S-B.

<PAGE>

     We believe the original Registration Statement included the substance of
     the undertakings requested in this comment. The Company has revised the
     Registration Statement in Part II to more closely follow the language of
     Regulation S-B for these undertakings.

Exhibits
--------

23.  File exhibits 1.1, 4.3, and 5.1 in the next amendment or revise the index
     to indicate they will be filed in the future.

     The Company has filed exhibits 4.3 (renumbered as 4.1) with Amendment No. 1
     to the Registration Statement. The Company has revised the exhibit index to
     indicate that exhibits 1.1 and 5.1 will be filed in the future.

Selected Financial Data - page 7
--------------------------------

24.  Revise your column headings in the table on page 8 to reflect the proper
     dates and columns. Your heading for 2003 is aligned improperly and may be
     confusing to the reader.

     The Company has revised the Registration Statement on page 8 in response
     to your comment.

Capitalization - page 18
------------------------

25.  Please revise to present the pro forma capitalization data for both the
     minimum and maximum amount of shares sold or confirm in your disclosure
     that the data properly represents the minimum and maximum amount of shares
     sold.

     The Company has revised the Registration Statement on page 18 in response
     to your comment.

Dilution - page 19
------------------

26.  Please revise to quantify and clearly define how you determined the
     increase attributable to new investors in your dilution per share
     calculation as of June 30, 2004.

     The Company has revised the Registration Statement on page 19 in response
     to your comment.

<PAGE>

Management's Discussion and Analysis
------------------------------------
Overview - page 20
------------------

27.  Please revise to describe more clearly the acquisition of the branch
     facilities and deposits of the Fresno branch of Humboldt Bank.

     The Company has revised the Registration Statement on page 20 in response
     to your comment.

28.  Please revise to provide a brief discussion of the primary components that
     make up your general operating expenses in your business.

     The Company has revised the Registration Statement on page 20 in response
     to your comment.

Critical Accounting Policies - page 20
--------------------------------------

29.  Please revise your disclosures under this section to discuss how accurate
     your estimates and assumptions have been in the past and how much your
     actual results varied from those estimates. Revise to provide quantitative
     disclosure of your sensitivity to change based on other outcomes that are
     reasonably likely to occur and that would have a material effect on the
     company. Refer to Section C of Release No. 33-8098/34-45907.

     The Company has revised the Registration Statement on page 20 in response
     to your comment.

Results of Operations - page 21
-------------------------------

30.  In order to allow the reader to gain a better understanding of the loan
     loss activity, please revise your disclosure on page 25 to more clearly
     explain the primary reasons for the credit balance as of June 30, 2004,
     besides the $129,000 credit recorded in the provision for loan losses in
     June 30, 2004.

     The Company has revised the Registration Statement in response to your
     comment.

31.  Please revise to more clearly describe the underlying facts and
     circumstances that led to the net loan charge-offs in 2002 as discussed on
     page 30.

<PAGE>

     The Company has revised the Registration Statement on page 25 in response
     to your comment.

32.  Please revise to discuss the nature and underlying factors relating to the
     changes in your loan volume and product mix in order to allow the reader to
     gain a better understanding of your lending business.

     The  Company has revised  the  Registration  Statement  in response to your
     comment.

33.  Please revise page 37 to explain in further detail the procedures you used
     in determining the amount of unallocated reserve. Please clarify how the
     unallocated reserve is not directly measured in the determination of the
     formula allowance and specific allowance but is included as an element of
     measurement when determining the level of the allowance for loan losses.
     Revise to explain why you refer to unallocated portions of your reserves on
     page 37 but your allocation table on page 38 indicates that you have no
     unallocated amounts as of the dates presented.

     The Company has revised the Registration Statement in response to your
     comment. Although a portion of the allowance is determined by reference to
     factors not attributable to specific loans, we have concluded that the
     reference to "unallocated reserve" is not appropriate.

34.  Please revise your commitments and contingencies discussion on page 39 to
     quantify the amounts of all such items.

     The Company has revised the Registration Statement in response to your
     comment.

Liquidity - page 42
-------------------

35.  Please revise to disclose the material effects on your liquidity resulting
     from the following:

          o    Provide an explanation of any significant changes in your
               statement of cash flows such as the activity in your
               available-for-sale securities;

          o    Discuss the amount of your redemption requirements on the trust
               preferred securities and FHLB advances due in each of the next
               five years;

          o    Discuss pertinent matters that could affect the ext