SecProbe.io

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Bingham McCutchen LLP
Three Embarcadero Center
San Francisco, CA 94111

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

December 22, 2004

Via 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 letters dated November 10,
2004, November 24, 2004 and December 21, 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. The Company's responses to the November 24, 2004 staff comments
follow the Company's responses to the November 10, 2004 staff comments and the
Company's responses to the December 21, 2004 staff comments follow the responses
to the November 24, 2004 staff comments. Concurrently with the submission of
this letter, the Company has filed Amendment No. 2 to the Registration
Statement.

Responses to November 10, 2004 Staff Comments:

Prospectus Cover Page
---------------------

1.    The staff is unable to ascertain if the underwriter is committed to take
      and pay for 300,000 shares or is only intending, to use its best efforts
      to sell 300,000 shares. Please revise the cover page as well as the
      Underwriting section of the Prospectus to clarify if the underwriter is
      "committed to take and pay for at least 300,000 shares or only to "use its
      best efforts to sell 300,000 shares.

      The Company has revised the Registration Statement to indicate that the
      underwriter is committed to purchasing 305,000 shares.

<PAGE>

Mr. Todd Schiffman
U.S. Securities and Exchange Commission
December 22, 2004
Page 2

Other expenses - page 3
-----------------------

2.    Revise to complete this section in your next pre-effective amendment.
      Ensure that the totals reconcile with the Use of Proceeds section in the
      Prospectus.

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

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

3.    Revise herein and in the underwriting section to state that there will be
      no escrow of proceeds (assuming the underwriter will take and pay for
      300,000 shares) or otherwise indicate the escrow arrangements.

      The Company has revised the Registration Statement to indicate that no
      proceeds will be escrowed.

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

4.    Please revise your book value per share presentation to include a footnote
      which clearly defines the variables used when calculating the measurement
      and supplementally provide us with a schedule of the calculation including
      all supporting documents used for the years presented in the selected
      financial data schedule.

      The Company has revised the Registration Statement in response to your
      comment. A schedule of the Company's calculation of book value per share
      for the years presented in the selected financial data schedule is
      attached hereto as Exhibit A.

5.    You disclose on the face of your Consolidated Balance Sheet on page F-2
      that the number of common shares outstanding as of June 30, 2004 of
      1,437,508 was equal to the number of average, common shares outstanding
      used for your earnings per share calculations as disclosed on both pages 7
      and F-13. This seems unlikely to be accurate. Please revise or advise us.

      The Company has advised us that the number of shares of common stock
      outstanding at June 30, 2004 and September 30, 2004 is the same as the
      average number of shares outstanding during the six months ended June 30,
      2004 and the nine months ended September 30, 2004. There were no shares
      issued or retired during the six months ended June 30, 2004 or the nine
      months ended September 30, 2004. These figures are correctly stated.

Recent Developments - page 8
----------------------------

6.    We note in your press release dated October 27, 2004 that your book value
      per share data has been adjusted for a 5% stock dividend paid in May 2004
      and a three-for-two stock split of the Company's common stock in September
      2004. Please revise your discussion on page 8 to include a similar
      explanation, if true, and to disclose the

<PAGE>

Mr. Todd Schiffman
U.S. Securities and Exchange Commission
December 22, 2004
Page 3

      primary factors for the significant increase in book value per share from
      June 30, 2004 to September 30, 2004.

      Because the Company has revised the Registration Statement to report
      September 30, 2004 financial information in full and has deleted the
      "Recent Developments" section from the Registration Statement, the book
      value per share at September 30, 2004 is now included in the "Per Share
      Data" portion of the tables included in the "Selected Financial Data"
      section of the Registration Statement. The Registration Statement includes
      disclosures regarding the significant amount of nonrecurring income the
      Company received from the sale of other real estate that attributed to the
      significant increase in book value per share from June 30, 2004 to
      September 30, 2004.

7.    Please revise your recent developments section to include all of the
      details provided in your October 27, 2004 press release, including
      information regarding the comparable periods.

      The Company has revised the Registration Statement to report September 30,
      2004 financial information in full.

Management's Discussion and Analysis
------------------------------------

Off-Balance Sheet Items - page 39
---------------------------------

8.    Please revise to reflect the correct dollar value amount of commitments to
      extend credit for the period ended December 31, 2003. You disclose this
      amount as $27 million on page 39. However, Note 5 of your interim
      financial statements and Note 10 of your audited financial statements
      disclose this amount as $34,817,000. Please revise to correct this
      discrepancy.

      The correct dollar value of commitments to extend credit for the period
      ended December 31, 2003 is $26,722,000. The Company has revised the
      Registration Statement accordingly.

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

9.    Your statement that you have not and do not intend to engage in off
      balance sheet financing arrangements may be confusing to investors as you
      have previously disclosed on page F-45 that you are contingently liable
      under commitments to extend credit and standby letters of credit in the
      amount of $35 million and $806 thousand for the period ended June 30,
      2004, respectively. You also disclose your use of loan participations on
      page 48. Please revise to discuss any off balance sheet arrangements that
      have or are reasonably likely to have a current or future effect on your
      financial statements that is material to investors, including your sales
      of loans. Refer to Item 303(a)(4) of Regulation S-K.

<PAGE>
Mr. Todd Schiffman
U.S. Securities and Exchange Commission
December 22, 2004
Page 4

      The Company has revised the Registration Statement to disclose its
      material off balance sheet arrangements.

Financial Statements
--------------------

Loans - page F-7
----------------

10.   We are continuing to evaluate your response to comment #40 regarding the
      treatment of the loan foreclosure. We will be consulting with the
      appropriate banking regulators prior to issuing further comment on this
      matter as required by the Gramm-Leach-Bliley Act.

      The Company believes that it has revised the Registration Statement to
      address the Commission's concerns with respect to the accounting treatment
      of a loan foreclosure and the proceeds received from the sale of the
      property which had secured such loan. The Company believes that such
      accounting treatment was the basis for the above comment and comment #40
      from your letter dated October 8, 2004. Reference is also made to the
      Company's response set forth below to comment #3 from your letter dated
      November 24, 2004.

Summary of Significant Accounting Policies - page F-19
------------------------------------------------------

11.   Please revise your accounting disclosure on page F-20 to clarify when you
      test your investment securities for impairment.

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

12.   We note your disclosure added on page 48 in response to our comment #44
      regarding your origination of loans with the participation of other
      lenders as well as your servicing of participated loans. However, we
      continue to believe that significant disclosures regarding these
      transactions are required in your audited footnotes. Further, we believe
      that additional information is required beyond that you provided. Please
      revise your footnotes to address the following in order to provide clear
      and comprehensive disclosure of your loan participations.

      o     Revise your audited footnotes to provide disclosures similar to
            those you added on page 48.

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

      o     As previously requested, please revise Note 3 to clearly describe
            your accounting policies and procedures for loan participations in a
            clear and concise manner, and discuss the accounting treatment for
            loan transfers. For transactions where you are getting sale
            treatment under SFAS 140, please revise Note 3 to confirm in your
            disclosure that you meet each of the criteria required by paragraph
            9 of SFAS 140. Disclose each of those criteria.

<PAGE>
Mr. Todd Schiffman
U.S. Securities and Exchange Commission
December 22, 2004
Page 5

            The Company has revised Note 3 in response to your comment.

      o     Revise to disclose the amount of your loan servicing costs and your
            servicing liability. Clearly disclose how you estimated those
            amounts. Refer to paragraph 17(e) of SFAS No. 140.

            The Company has advised us that at September 30, 2004 the annual
            loan servicing costs for participated loans was less than $5,000 and
            that the servicing liability was less than $10,000. These amounts
            were deemed not significant for disclosure purposes.

      o     Disclose the underlying terms and conditions of the loan
            participation agreements such as recourse obligations. Clearly
            disclose how you evaluated those obligations in determining your
            credit reserves. Refer to paragraphs 13(d) and A52(b) of FIN 45.

            The Company has revised Note 3 in response to your comment.

      o     Revise your MD&A to discuss the extent of your involvement in loan
            participations.

            The Company has revised the MD&A section of the Registration
            Statement in response to your comment.

      o     Revise your interim footnotes to provide updated information related
            to the above.

            The Company has revised the interim footnotes in response to your
            comment.

Junior Subordinated Deferrable Interest Debentures - page F-32
--------------------------------------------------------------

13.   We note your response to comment 50. Please revise to describe more
      clearly the underlying terms and conditions of the special event that
      would trigger redemption.

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

Part II
-------
Exhibits
--------

14.   File exhibits 1.1 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 1.1 and 5.1 with Amendment No. 2 to the
      Registration Statement.

<PAGE>

Mr. Todd Schiffman
U.S. Securities and Exchange Commission
December 22, 2004
Page 6

Responses to November 24, 2004 Staff Comments:

General
-------

1.    Advise the staff supplementally as to the OTCBB rule that allows the
      Company to remain a listed company even though it is not registered with
      the SEC as a reporting company.

      OTC Bulletin Board Service Rule 6530 lists those securities that are
      eligible for quotation on the OTCBB. Rule 6530(a)(4) permits quotation of
      securities of a bank that is current, subject to a 60-day grace period,
      with all required filings with its appropriate federal banking agency or
      state bank supervisor. The common stock of Bank of Visalia, the Company's
      wholly-owned subsidiary, was quoted on the OTCBB under this rule until it
      formed the Company as a holding company in November 2002. The Company is a
      bank holding company that files financial statements with the Board of
      Governors of the Federal Reserve System. The Company's financial
      statements are publicly available on the website of the National
      Information Center of the Federal Reserve System at
      http://www.ffiec.gov/nic/. Our understanding is that the OTCBB informally
      permits quotation of securities of bank holding companies not required to
      file reports with the Commission under Rule 6530(a)(2) because their
      financial statements are publicly available to the same extent that
      securities of banks not required to file reports with the Commission are
      publicly available. We have left telephone and email inquiries with the
      OTCBB requesting confirmation of our understanding, but the OTCBB has not
      responded to our inquiries.

      Once the Registration Statement becomes effective, the common stock of the
      Company will also be eligible for quotation on the OTCBB pursuant to Rule
      6530(a)(2), because the Company will be required to file reports with the
      Commission pursuant to Section 15(d) of the Securities Exchange Act of
      1934, as amended.

<PAGE>

Mr. Todd Schiffman
U.S. Securities and Exchange Commission
December 22, 2004
Page 7

Management's Discussion and Analysis -- page 22
-----------------------------------------------
Off-Balance Sheet Items -- pages 41
-----------------------------------

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 numerous discrepancies. Please
      revise to reflect the correct amounts for the respective periods
      presented.

      Please refer to the Company's response to comment 2 from the staff's
      December 21, 2004 comment letter.

Interim Condensed Financial Statements
--------------------------------------
Loans -- page F-7
-----------------

3.    We note your response to comment #40, as well as the additional
      information provided in your submission dated November 9. In this case,
      the carrying amount was equal to the amount of the outstanding loan
      balance less the specific reserves related to that loan. Your response
      indicates that you received additional information subsequent to the
      balance sheet date regarding a possible sale of the property. P