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  COMMERCE
  CENTER

  SUITE 1000

  211 COMMERCE STREET

  NASHVILLE, TENNESSEE 37201

  PHONE: 615.726.5600

  FAX: 615.726.0464

  MAILING ADDRESS:

  P.O. BOX 190613

  NASHVILLE, TENNESSEE 37219

  www.bakerdonelson.com

MARK
L. MILLER

Direct Dial: (615) 726-5740

Direct Fax: (615) 744-5740

E-Mail Address:
mlmiller@bakerdonelson.com

August 5, 2005

Mr. William Friar

Senior Financial Analyst

Securities and Exchange Commission

Mail Stop 0408

455th Street, N.W.

Washington, D.C. 20549

Re:                               Tennessee
Commerce Bancorp, Inc. (the “Company”)

Registration Statement on Form 10

Filed April 29, 2005

File No.  0-51281

Dear Mr. Friar:

We have received and reviewed your letter dated May 25, 2005
commenting on the above-referenced Registration State on Form 10.  To comply with your comments, the Company
will file an Amendment to the Form 10 (the “Amendment”) with the
Securities and Exchange Commission (the “Commission”).  Our responses to the staff’s comments are set
forth below.  For your convenience, your
comments and our responses have been numbered to correspond to the numbers
assigned to your comments.  Comments are
in italics and responses are in plain text.
Capitalized terms not otherwise defined herein have the meanings set
forth in the Registration Statement on Form 10.

Business, page 1

Market Area and Competition, page 2

1.                                         COMMENT: Please provide disclosure regarding the
economic area in which you do business.
For example, describe the nature of employment in this area, give
demographic figures, and describe any material changes in these factors.

RESPONSE: We
have revised the disclosure in accordance with your comment.  Additional demographic information including
the changes since 2000 is added in the 3rd paragraph under the
referenced section. In addition, projections of pertinent data is presented in
Item 2 in the second paragraph under “Overview.”

Business, page 4

2.                                         COMMENT: Disclose whether Tennessee Commerce Bancorp
has any plans to conduct any business apart from the activities of the bank.

RESPONSE: We
have revised the disclosure in accordance with your comment.  A statement that Tennessee Commerce Bancorp, Inc.
does not have plans to conduct any business apart from the activities of the
Bank is added in the 1st paragraph under Item 1 “General.”

Selected Financial Data, page 13

3.                                         COMMENT: We suggest that you include two additional
ratios, the allowance for loan losses to total assets and the allowance for
loan losses to nonperforming assets.

RESPONSE: We
have revised the disclosure in accordance with your comment, and the additional
ratios are added.

Management’s Discussion and Analysis

Forward-looking Statements, page 14

4.                                         COMMENT: Please delete all reference to the Private
Securities Litigation Reform Act.  It is
inapplicable in this context, because Tennessee Commerce Bancorp is not
currently a reporting company.  See Section 21E(a)(1) of
the Exchange Act.

RESPONSE: We have revised the disclosure in
accordance with your comment, and the deletion is made.

Change in Results of Operations, page 14

5.                                         COMMENT: Please review the guidance in Item
303(b)(1)(iv-vii) of Regulation S-B and revise to present an expanded
discussion of your financial condition, changes in financial condition and
results of operations for each of the reported periods.  Provide reasons for changes in significant
line items.  Please address the key
variables and other qualitative and quantitative factors necessary to
understand and evaluate your business.
For example, we noted the following:

•                  Your operations experienced double digit growth in
all the major accounts on both your income statement and balance sheet;
however, no discussion was provided to address the economic and strategic
drivers for this growth or whether the growth can be sustained.

RESPONSE: We have revised the disclosure in accordance with your
comment.  Additional information and
discussion is added as follows –

Overview –
paragraphs 2, 3 and 4

Net Interest
Income – paragraphs 2 and 3

Investments –
paragraph 1

Net Interest
Margin Analysis – paragraphs 2, 3 and 4

Noninterest
Expense – paragraph 2

Changes in
Financial Condition – Assets – paragraph 3

Credit Risk
Management and Reserve for Loan Losses – paragraph 2

Capital
Adequacy – paragraph 1

Quantitative
and Qualitative Analysis of Market Risk – paragraph 7

Provision for Loan Losses, page 17

6.                                         COMMENT: Please revise to include a discussion of
significant loan charge-offs for the periods presented.  For example, we noted that you had an $819
thousand single loan charge-off in 2004.
Please include details such as the type of loan, loan amount and unique
facts and circumstances, which contributed to the timing and amount of loan
charged-off.  Disclose whether you have
loans with similar risk and/or industry concentration, as applicable.

RESPONSE: We
have revised the disclosure in accordance with your comment.  Additional information and discussion is
added in paragraph 4 of the referenced section.

Loan Policy, page 28

7.                                         COMMENT: Please revise your discussion to include
descriptions of the products comprising each major loan category including but
not limited to the underwriting policies and the related risk components.

RESPONSE: We
have revised the disclosure in accordance with your comment.  Additional information on components of loan
categories and underwriting policies is added in paragraphs 1, 2 and 9 through
13 in the referenced section.

8.                                         COMMENT: Please revise to explain the reasons for
changes in each of the elements and components of the loan loss allowance,
specifically addressing the increase of $1.3 million in your total provision
for loan losses from 2003 to 2004.
Disclose how changes in risks in the portfolio during each period relate
to the loan loss allowance established at period-end.

Quantify and explain:

•                  how changes in loan concentrations, quality, and
terms that occurred during the period are reflected in the allowance;

•                  how changes in estimation methods and assumptions
affected the allowance;

•                  how actual changes and expected trends in
nonperforming loans affected the allowance;

•                  how the level of your allowance compares with
historical net loss experience.

RESPONSE: We
have revised the disclosure in accordance with your comment.  Additional information as described above is
added in paragraphs 9 through 13 in the referenced section.

Critical Accounting Policies

Recently Issued Accounting Standards, page 37

9.                                         COMMENT: Please revise to include an accounting
policy specifically addressing the impact of other than temporary impairments
on your available-for-sale securities.
Please refer paragraph 6-19 of EITF Abstracts No. 03-1.

RESPONSE: We
have revised the disclosure in accordance with your comment.  This information is added in the 3rd
paragraph in the referenced section.

Directors and Executive Officers, page 40

10.                                   COMMENT: Please state what is meant by an audit
committee financial expert.

RESPONSE: We
have revised the disclosure in accordance with your comment.  This information is added in the 1st
paragraph in the referenced section under Item 5.

11.                                   COMMENT: Please indicate when the term of each
director expires.

RESPONSE: We
have revised the disclosure in accordance with your comment.  This information is added in the last column
of the 1st table under Item 5.

12.                                   COMMENT: Please revise the biographical sketches
generally to provide more dates to indicate how long current or recent
positions have been held.

RESPONSE: We
have revised the disclosure in accordance with your comment.  This information is added to each
biographical sketch.

Option Grants in 2004, page 46

13.                                   COMMENT: Please note the price of the common stock
used to calculate the values in the last column of the second table.

RESPONSE: We
have revised the disclosure in accordance with your comment.  This information is added as a footnote to
the presented table.

Employment Agreements, page 46

14.                                   COMMENT: Please provide a complete discussion of all
material elements of the employment agreements.

RESPONSE: We
have revised the disclosure in accordance with your comment.  Additional information is added to the 1st
paragraph in the referenced section.

15.                                   COMMENT: Please note the dollar amount that would
have been paid at 12/31/04 had the change of control provisions been triggered.

RESPONSE: We
have revised the disclosure in accordance with your comment.  This information is added to the 1st
paragraph in the referenced section.

Market Price of and Dividends on the
Corporation’s Common Stock and Other Shareholder Matters, page 48

16.                                   COMMENT: Please disclose the amount of funds
currently available for distribution as dividends.

RESPONSE: We
have revised the disclosure in accordance with your comment.  This information is added to the 2nd
paragraph in the referenced section.

Item 10 - Recent Sales of Unregistered
Securities, page 49

17.                                   COMMENT: In each case, tell us the facts relied on
for the exemption claimed.

RESPONSE: We
have revised the disclosure in accordance with your comment.  This information is added to each paragraph
in the referenced section.

18.                                   COMMENT: For each mention of Section 3 of the
Securities Act of 1933, revise to state what subsection was relied on.

RESPONSE: We
have revised the disclosure in accordance with your comment.  This information is added to each paragraph
in the referenced section.

Item 11 - Description of Registrant’s
Securities to be Registered, page 50

19.                                   COMMENT: Please delete the qualification in the
second sentence of the first paragraph of the discussion of your common
stock.  While the discussion may not
include every detail, it should be a complete discussion of all material
aspects.

RESPONSE: We
have revised the disclosure in accordance with your comment, and the deletion
is made.

Item 13 - Financial Statements and
Supplementary Data

Notes to Consolidated Financial Statements

Note 1 page F-7

20.                                   COMMENT: We note that gains on loan sales comprised
approximately 60% of total non-interest income and 18% on net income before
taxes in 2004.  Revise to include an
accounting policy specifically discussing how you determine gain or loss on
loan sales.  As a related matter, please
provide us with a discussion detailing how you determined specific gain
recognition on the four largest 2004 loan sales you discuss on page 17.  Please refer to the appropriate authoritative
guidance supporting gain determination and include specific assumptions or
models used for each major loan discussed, as appropriate.

RESPONSE: We
have revised the disclosure in accordance with your comment.  This accounting policy information is added
in the referenced section. Below is a detailed explanation of each of the four
2004 loan sale types.

The loan sale gains recorded
in 2004 were not calculated using the guidance provided by Statement of
Financial Accounting Standards No. 140, Accounting For Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities — a
replacement of FASB statement No. 125. In 2005, management recalcuated the
gains based on this guidance and found the differences to be immaterial.  A summary of the gain recorded and the gain
calculated based on the guidance provided by SFAS No. 140 is shown below.
Going forward in 2005 the Corporation is recording all gains of this type
following the applicable guidance of SFAS No. 140.

2004 Gains on loan sales

  Transaction #

  Type

  Gain

  Booked

  Gain as

  Adjusted for

  FASB 140

  Difference

  After tax effect

  Transaction 1

  USDA
  loan

  $

  139,000

  $

  128,930

  (a)

  $

  10,070

  $

  6,214

  Transaction 2

  2 loan
  pools

  $

  96,021

  $

  82,597

  (b)

  $

  13,424

  $

  8,284

  Transaction 3

  Various

  $

  22,000

  $

  22,000

  (c)

  $

  0

  $

  0

  Transaction 4

  Various

  $

  246,009

  $

  231,457

  (d)

  $

  14,552

  $

  8,980

  Totals

  $

  503,030

  $

  464,984

  $

  38,046

  $

  23,478

(a) through
(d) - The detail for the gain calculated using the guidance of FAS 140 is
shown in Addendum A.

Note 12 - page F-18

21.                                   COMMENT: You refer to a two-for-one stock split on December 31,
2003.  Revise to include a footnote in
Note 1 and revise Note 15 to detail this split and disclose whether or not the
relevant portions of your financial statements have been revised.

RESPONSE: We
have revised the disclosure in accordance with your comment.  This information is added to Note 1 and Note
15.

Note 15 - page F-21

22.                                   COMMENT: Please revise to include relevant details
regarding your prior public offerings of public shares.  Include the month/year, number of shares sold
and the price per share.  You may opt to
include a table or include in a textual presentation.

RESPONSE: We
have revised the disclosure in accordance with your comment.  This information is added to 15.

Signature Page

23.                                   COMMENT: In future amendments, please include the
date of signature.

RESPONSE: This
is noted and will be added in the future.

  Sincerely,

  BAKER, DONELSON, BEARMAN, CALDWELL &

  BERKOWITZ

  /s/ Mark L. Miller

  Mark L. Miller

Addendum A

First Transaction on Form 10

USDA Loan sold

  Gain calculated under SFAS No. 140

  Principal balance of loan

  2,375,000

  USDA guaranty as a percentage

  80.00

  %

  Stated rate on loan

  6.75

  %

  Rate to investor if USDA portion sold

  6.50

  %

  Price paid for guaranteed portion

  107.32

  %

  Fair value of unguaranteed portion (1)

  100.00

  %

  Estimated servicing right value (2)

  0.50

  %

  Allocation of basis:

  Contractual

  Amount

  Fair Value

  Percentage

  of Total

  Fair Value

  Allocated

  Carrying

  Amount

  USDA portion

  1,900,000

  2,039,000

  80.80

  %

  1,919,011

  Unguaranteed portion

  475,000

  475,000

  18.82

  %

  447,048

  Service right

  9,500

  0.38

  %

  8,941

  Basis

  2,375,000

  2,523,500

  100.00

  %

  2,375,000

Journal entry

  DR

  CR

  Loan

  1,919,011

  Cash

  2,039,000

  Servicing Right

  8,941

  Gain

  128,930

  (a)

  2,047,941

  2,047,941

(1)-
Management determined no discount on the fair value of the unguaranteed portion
was needed as a loan with similar credit quality, pricing and payment
characteristics would be approved by the Bank in the normal course of business.

(2)-
Management determined a servicing right should be valued lower than the current
industry levels for 1-4 family mortgage servicing rights based on higher costs
to service these loans and a limited market for servicing rights for this type
of loan.

Narrative (dollars in thousands)

In
the first transaction, the Bank earned $139 on the sale of the $1,900
guaranteed portion of a local loan transaction guaranteed by the USDA. The gain
recorded was the difference between the funds received and the principal amount
of the loan that was sold.  Following the
applicable guidance in SFAS No. 140 woul