SecProbe.io

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      June 8, 2005

Mail Stop 0408

By U.S. Mail and Facsimile (310) 712-8890

Zsolt K. Bessko, Esq.
Executive Vice President and General Counsel
Centennial Bank Holdings, Inc.
1331 Seventeenth Street
Denver, Colorado 80202

Re:	Centennial Bank Holdings, Inc.
	Registration Statement on Form S-1
      Filed May 12, 2005
	File No. 333-124161

Dear Mr. Bessko:

      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.

General

1. The registration of 100% of the outstanding shares "at the
market"
appears to be inconsistent with Rule 415(a)(4) of Regulation C,
which
restricts the registration of an "at- the-market" offering by or
on
behalf of the Registrant to 10% of the outstanding shares held by
non-affiliates. Please revise or provide the staff with an
analysis
and authority for such resale registration.

2. Please refer to the updating requirements of Rule 3-12 of
Regulation S-X and revise accordingly.

3. Please include updated consents from the independent
accountants
in the pre-effective amendment.  Ensure that the consents properly
reflect whether the report of the accountant is included in the
document or incorporated by reference.

4. Please revise to provide management`s discussion and analysis
of
financial condition and results of operations for Guaranty
Corporation and First MainStreet Financial.

5. Please revise throughout the document, as appropriate, to
disclose
and discuss material charges, recurring and non-recurring,
expected
to be incurred as a result of your acquisitions.  Refer to, for
instance, ETIF 95-3.

6. Please revise throughout the document, as appropriate, to
disclose
how you determined the price ascribed to the shares to be issued
in
the First MainStreet acquisition.

Prospectus Cover Page

7. We note the statement that you "intend to apply" to list your
shares on NASDAQ.  Please revise to indicate, for example, when
you
intend to apply for such listing, and otherwise clarify the basis
for
the implication that the company`s stock will trade on Nasdaq in
the
near future.

8. You state that there is currently no public market for your
shares, yet you state that the selling shareholders may sell their
shares at market prices.  Please revise to clarify.  Similarly
revise
the offering disclosure on page 4 and elsewhere, as necessary.

9. With regard to the phrase "or their transferees" in the fourth
paragraph, revise to indicate that any such sales would require
the
company to file a post-effective amendment naming the transferees
before any sales could be made under the prospectus.

10. With regard to the sixth paragraph and the disclosures
therein,
advise the staff if any of the selling shareholders are
broker/dealers or affiliates of broker/dealers. If any are
broker/dealers, revise the disclosure to state that "the seller(s)
is
an underwriter."  In addition, revise to either delete references
to
agents and broker/dealers and commissions or revise to state if
any
agents or broker/dealers are used that a post-effective amendment
will be filed naming such agents and/or broker/dealers and
disclosing
any compensation arrangements.

11. Revise the cover page to make the following disclosure, "Until
such time as our common stock is listed on NASDAQ, we expect that
the
selling stockholders will sell their shares at prices between
$____
and $_____, if any shares are sold. After our common stock is
quoted
on NASDAQ, the selling stockholders may sell all or a portion of
these shares from time to time in market transactions through any
stock exchange or market on which our stock is then listed, in
negotiated transactions or otherwise, and at prices and on terms
that
will be determined by the then-prevailing market price or at
negotiated prices."

Prospectus Summary, page 1

Pending Acquisition, page 3

12. Advise the staff as to whether or not the pending transactions
will be registered or will be completed via a private placement.
If a
private placement, advise us as to the number of holders of Main
Street, the exemption from registration anticipated and the facts
relied upon to make the exemption available.

The Selling Stockholders, page 3

13. Revise this section to disclose, for each transaction
discussed,
the number of purchasers, the date purchased, the price paid by
purchasers and the gross and net proceeds to the company.

Selected Consolidated Financial and Other Data, page 21

14. Please revise here and in the summary data section on page 5
to
separately present the consolidated statement of income data for
the
successor and predecessor for the period ended December 31, 2004.
We
do not believe there is a basis for combining this information.

Unaudited Pro Forma Combined Financial  Data, page 26

15. Please revise to present the material assumptions used to
determine the amount of each pro forma adjustment.

16. Please revise to present each pro forma adjustment in a self-
balancing format.  A reader should be able to easily re-calculate
the
amount of each adjustment.

17. Please revise to provide footnote disclosure of material, non-
recurring charges related to your acquisitions.  Identify the
nature
of the charge, quantify the amount and identify the period(s) in
which it is expected to be incurred.

18. Please revise this section to separately present the pro forma
adjustments by acquisition and disposition.  Include a sub-heading
between the Guaranty column and the First MainStreet column that
presents the pro forma effects of the Guaranty acquisition on your
historical financial statements.  Your adjustments relating to the
acquisition of Guaranty and the disposition of Collegiate Peaks
should be clearly footnoted.

19. We remind you that the pro forma column related to Guaranty
should reconcile to the historical financial statements of
Guaranty.
Please refer to comment 10.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Recent Developments,  page 32

20. Please revise here and in Note 2 to the financial statements
to
provide an expanded discussion of the July 16, 2004 acquisition of
your predecessor, including how it was financed and the accounting
literature relied on in determining the appropriate accounting
model
used to record it.

21. Please revise throughout MD&A to delete the discussion and
related presentations of the combined results of operations of the
predecessor and successor and to separately discuss the historical
results of operations of the predecessor and the successor.  Item
303
of Regulation S-K requires a discussion of the historical
financial
statements as presented in the document.

Provision for Loan Losses, page 40

22. Please revise this discussion to identify the nature of the
large
loans with deteriorated credit quality, including the time period
over which the deterioration occurred and whether or not you have
additional exposure to those borrowers.  Also, identify and
discuss
in more detail the portion of the loan portfolio that was
eliminated
because it carried significant risk without a corresponding yield
increase, as referenced on page 37.  Your revisions should also
discuss why no provision was recorded by the successor in the
second
half of 2004.  Also, please ensure the MD&A of your predecessor
and
acquired companies thoroughly discuss changes in their provisions
for
loan losses and the related allowances.

Financial Condition and Liquidity

Allowance for Loan Losses, page 47

23. Please revise to disclose how you considered SOP 03-3 when
recording the acquisition of Guaranty Corporation and in recording
the acquisition of your predecessor.

24. Please note that the percent of loans in each category to
total
loans disclosed in the allowance for loan loss allocation table on
page 48 should not reflect a percentage for the general valuation
allocation since there are no specific loans in that category.
Please revise according.

Business, page 58

Market Area, page 59

25. Please provide more detailed disclosure regarding the economic
area in which you do business.  For example, describe the nature
of
employment in the area, give demographic figures, and describe any
material changes in these factors.  We note in particular your
statements regarding population and economic growth in your
markets.

26. In this regard, we note an article dated March 19, 2004 in the
Northern Colorado Business Report, in which the economy in
Northern
Colorado is described as "flat."  The article further states that
"[s]ome banks will have to lose market share if other banks are
going
to grow."  This view appears to go contrary to the general tenor
of
your disclosure.  Please revise or advise us why these statements
are
incorrect or immaterial.

Business Activities, page 60

27. Please discuss the risks attaching to each type of loan and
the
risk relative to other types of lending.

28. In an appropriate place, please disclose your lending limits.

Management, page 67

29. Please disclose if Mr. Eggemeyer will devote less than his
full
professional time to his role as CEO of the company, and otherwise
clarify his relationship to the company in light of the fact that
he
does not receive any annual compensation as chairman and chief
executive officer.

Employment and Severance Arrangements, page 76

30. Please revise to disclose all material terms of each of the
employment and severance agreements, including, for example, the
employee`s base pay and the duration of the agreement.

Employee Benefit Plans, page 72

31. Please file the 2005 Stock Incentive Plan as an exhibit.

Certain Relationships and Related Transactions, page 77

32. Please file as exhibits the agreements with Castle Creek
Financial LLC and First Community Bancorp.

Principal and Selling Stockholders, page 78

33. Please complete the chart on page 78.  We may have further
comment.

34. Please disclose the percentage of outstanding shares after the
offering.

35. Confirm that any unnatural persons listed as principal or
selling
shareholders are reporting companies under the Exchange Act,
majority
owned subsidiaries of reporting companies under the Exchange Act,
or
registered investment funds under the 1940 Act.  If not, you must
identify the natural person or persons having voting and
investment
control over the securities they hold.  Refer to telephone
interpretation 4S. in the Regulation S-K section of the March 1999
supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov, and revise or advise.

36. Please advise the staff whether each selling shareholder is a
broker-dealer or an affiliate, as defined by Rule 405, of a
broker-
dealer.  Please tell us whether they acquired their securities as
compensation for the professional services of the broker-dealer,
or
if the securities were acquired as investments.

37. For any registered broker-dealer who acquired the securities
to
be resold otherwise than as compensation securities for services,
revise your disclosure to identify that registered broker-dealer
as
an underwriter of the securities to be resold.

38. If any of the selling shareholders are affiliates of broker-
dealers (but not broker-dealers), include disclosure indicating
whether those broker-dealer affiliates:
?	purchased the securities to be resold in the ordinary course
of
business; and
?	at the time of the purchase, the seller had any agreements or
understandings, directly or indirectly, with any person to
distribute
the securities.

Unless you indicate that these two conditions are met, it appears
you
should indicate that the broker-dealer affiliates are
underwriters.
Please revise accordingly, or tell us why you don`t believe any
broker-dealer affiliate offering shares for resale is unable to
make
the above representations is not acting as an underwriter.  We may
have further comment.

Plan of Distribution, page 83

39. Revise the second paragraph to state that if any selling
shareholder assigns, pledges or has a successor in interest, a
post-
effective amendment must be revised and filed, listing the names
and
holdings, before they can sell using the prospectus.

40. Revise to delete the language indicating possible sales to
broker-dealers or revise to indicate that such transactions would
require the filing of a post-effective amendment listing the
broker/dealers as underwriters and disclosing the compensation
arrangements.

41. Revise to state that none of the selling shareholders may
engage
in short sales as long as the prospectus is effective.

42. Revise to include the disclosures required by paragraph (k) of
Item 508 of Regulation
      S-K.

Financial Statements

Centennial Bank Holdings, Inc. and Subsidiaries

Note 2 - Summary of Significant Accounting Policies, page F-10

(d)  Loans Held for Sale, page F-11

43. Please revise to disclose your accounting policy for retaining
or
selling servicing assets on sold loans.  To the extent these
assets
are retained, revise to include appropriate disclosures under SFAS
140.

44. We note the significant amount of outstanding commitments to
extend credit.  Based on those commitments, please revise to
clarify
how you determined that any related derivative is insignificant.

Note 3 - Acquisitions, page F-19

45. Please revise to include pro-forma EPS.  Refer to paragraph
58(b)
of SFAS 141.

Note 16 - Off-Balance Sheet Activities, page F-29

46. Please revise to disclose the amount of the liability recorded
under FIN 45 for stand-by letters of credit.

Note 20 - Related-Party Transactions, page F-31

47. Please revise to provide the analysis of related-party loan
activity required by Rule 9-03(7)(e)(1) of Article 9 of Regulation
S-
X.  Loans outstanding at December 31, 2004 appear to exceed five
percent of stockholders` equity at that date.

Note 24 - Assets Held for Sale and Discontinued Operations, page
F-35

48. Please revise the footnotes to the pro forma financial
statements
beginning on page 26 to separately disclose the pro forma effect
on
income that this disposition will have.  Also, disclose here the
historical amounts of revenue, and pre-tax profit or loss recorded
in
Guaranty`s financial statements at December 31, 2004 and clearly
mark
them as such.

49. Please revise to disclose how you determined the amount of
goodwill allocated to this subsidiary.  Clarify how you considered
footnote 23 to paragraph 36 of SFAS 144 and paragraph 39 of SFAS
142.

Part II

Recent Sales, page II-2

50. Revise this section to disclose, for each transaction, the
number
of purchasers, the date purchased, the price per share, the
exemption
from registration used, and the facts relied upon to make the
exemption available.

51. For each offering, please tell us whether an offering circular
was used, and if so, please send us a copy of that circular.

*      *      *
Closing Comments

      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