SecProbe.io

CORRESP
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 CORRESP

 [Letterhead of Columbia Banking System, Inc.]
 June 13, 2025 Via Edgar
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, NE Washington, D.C. 20549
 Attn: Aisha Adegbuyi

 Re:
 Columbia Banking System, Inc.
 Registration Statement on Form S-4 (File
No. 333-287607) Ladies and Gentlemen:
 Pursuant to the requirements of Rule 461 under the Securities Act of 1933, as amended, Columbia Banking System, Inc.
(“ Columbia ”) respectfully requests that the Commission declare the Registration Statement filed on Form S-4 (File No. 333-287607) with the
Commission on May 28, 2025 (the “ Registration Statement ”) effective at 4:00 p.m. Eastern Time on June 16, 2025, or as soon thereafter as practicable.
 Columbia requests that the Commission notify us of the effectiveness of the Registration Statement by calling our counsel, Patrick S. Brown of
Sullivan & Cromwell LLP, at (310) 712-6603.

 Sincerely,

 /s/ Clint E. Stein

 Clint E. Stein

 President and Chief Executive Officer of Columbia Banking System, Inc.

 cc:
 Kumi Yamamoto Baruffi
 (Columbia Banking System, Inc.)
 Steven R. Gardner (Pacific
Premier Bancorp, Inc.) Patrick S. Brown
 (Sullivan & Cromwell LLP)
 Shawn M. Turner
 (Holland & Knight LLP)
 Jeffrey D. Haaas
 (Holland & Knight LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 4, 2025

Clint E. Stein
Chief Executive Officer
Columbia Banking System, Inc.
1301 A Street
Tacoma, Washington 98402-4200

 Re: Columbia Banking System, Inc.
 Registration Statement on Form S-4
 Filed May 28, 2025
 File No. 333-287607
Dear Clint E. Stein:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Patrick S. Brown, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 December 2, 2021

Via Edgar

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attn: Jessica Livingston

Re:
 Columbia Banking System, Inc.

Registration Statement on Form S-4 (File
No. 333-261281)

 Ladies and Gentlemen:

Pursuant to the requirements of Rule 461 promulgated under the Securities Act of 1933, as amended, Columbia Banking System, Inc.
(“Columbia”) respectfully requests that the Commission declare the above referenced Registration Statement on Form S-4 effective at 4:00 p.m. Eastern Time on December 3, 2021, or as soon
thereafter as practicable.

 Columbia requests that the Commission notify us of the effectiveness of the Registration Statement by calling
our counsel, Patrick S. Brown of Sullivan & Cromwell LLP, at (310) 712-6603.

Sincerely,

/s/ Clint E. Stein

 Clint E. Stein

 President and Chief Executive
Officer of Columbia Banking System, Inc.

cc:
 Kumi Yamamoto Baruffi

(Columbia Banking System, Inc.)

Cort L. O’Haver

 (Umpqua
Holdings Corporation)

 Patrick S. Brown

(Sullivan & Cromwell LLP)

Edward D. Herlihy

 (Wachtell,
Lipton, Rosen & Katz)

United States securities and exchange commission logo
November 29, 2021
Kumi Yamamoto Baruffi
Executive Vice President, General Counsel and Corporate Secretary
Columbia Banking System, Inc.
1301 “A” Street
Tacoma, Washington 98402-4200
Re:Columbia Banking System, Inc.
Registration Statement on Form S-4
Filed November 22, 2021
File No. 333-261281
Dear Ms. Baruffi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Partick S. Brown

CORRESP
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CORRESP

 August 13, 2021

Via Edgar

 U.S. Securities and Exchange Commission,

100 F Street, NE,

 Washington, D.C. 20549.

Re:
 Columbia Banking System, Inc.

 Registration Statement on Form S-4 (Reg. No. 333-258551)

 Ladies and Gentlemen:

Columbia Banking System, Inc. (“Columbia”) respectfully requests that the Commission declare the Registration Statement
effective at 3:00 p.m. Eastern Time on August 17, 2021, or as soon thereafter as practicable.

 Columbia requests that the Commission
notify us of the effectiveness of the Registration Statement by calling our counsel, Patrick S. Brown of Sullivan & Cromwell LLP, at (310) 712-6603.

Sincerely,

/s/ Aaron J. Deer

Aaron J. Deer

Executive Vice President and Chief Financial Officer of Columbia Banking System, Inc.

cc:
 Sonia Bednarowski

 (Securities and Exchange Commission)

 Patrick S. Brown

 (Sullivan & Cromwell LLP)

 Randall S. Eslick

 (Bank of Commerce Holdings)

 Steve Klein

 (Miller Nash LLP)

United States securities and exchange commission logo
August 9, 2021
Clint E. Stein
Chief Executive Officer
Columbia Banking System, Inc.
1301 A Street
Tacoma, WA 98402-4200
Re:Columbia Banking System, Inc.
Registration Statement on Form S-4
Filed August 6, 2021
File No. 333-258551
Dear Mr. Stein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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CORRESP

 [Columbia Letterhead]

April 21, 2017

 Via Edgar

U.S. Securities and Exchange Commission,

 100 F Street, NE,

Washington, D.C. 20549.

Re:
Columbia Banking System, Inc.
Registration Statement on Form S-4 (Reg. No. 333-216039)

Ladies and Gentlemen:

 Columbia Banking
System, Inc. (“Columbia”) respectfully requests that the Commission declare the Registration Statement effective on April 24, 2017, at 4:30 p.m. Eastern time, or as soon thereafter as practicable.

Columbia requests that the Commission notify us of the effectiveness of the Registration Statement by calling our counsel, Patrick S. Brown
of Sullivan & Cromwell LLP, at (310) 712-6603.

 Sincerely,

/s/ Hadley S. Robbins

Hadley S. Robbins

Executive Vice President and Interim

Chief Executive Officer of Columbia

Banking System, Inc.

cc:
William H. Dorton

 Dietrich A. King

(Securities and Exchange Commission)

Patrick S. Brown

(Sullivan & Cromwell LLP)

Roger S. Busse

 (Pacific
Continental Corporation)

 Patricia F. Young

(Pillsbury Winthrop Shaw Pittman LLP)

CORRESP
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CORRESP

 March 21, 2017

Via E-mail and EDGAR

 Deitrich A. King,

Assistant Director

 Office of
Financial Services

 Securities and Exchange Commission

Mail Stop 4720

 100 F Street

 Washington, D.C. 20549-0510

Re:
Responses to Comments on the Registration Statement on Form S-4 filed by Columbia Banking System, Inc. on February 13, 2017 (File No. 333-216039)

Dear Mr. King:

 Columbia Banking System,
Inc. (“Columbia”) today filed Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333-216039) (“Amendment No. 1”), including a joint proxy statement/prospectus of Columbia and Pacific Continental
Corporation (“Pacific Continental”). This letter, which is being submitted on behalf of Columbia and Pacific Continental, responds to your letter, dated March 10, 2017, relating to the comments of the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) in connection with the above-referenced Registration Statement and certain related documents.

For your convenience, we have included the text of your comments. All page references contained in this letter are to the pages of Amendment
No. 1 in the form filed today with the Commission.

 Questions and Answers about the Transaction and the Special Meeting

Prospectus Cover Page

1.
Please revise to disclose the actual dollar value thresholds below and above which the exchange rate will be adjusted. Please also revise to disclose that the merger is subject to a termination right and that, if you
elect to exercise such termination right, Pacific Continental will have the option of reinstating the first merger as described on page 34.

 Deitrich A. King,

 March 21, 2017

-2-

 Columbia respectfully advises the Staff that it has revised the disclosure in the letter to
stockholders in response to this comment.

2.
Please revise to disclose the total merger consideration both as of the date the merger was announced and as of the date of the prospectus.

Columbia respectfully advises the Staff that it has revised the disclosure in the letter to stockholders in response to this comment.

Q: What will Pacific Continental shareholders receive in the first merger?, page 1

3.
Please revise to provide tabular disclosure showing the aggregate merger consideration that would be associated with each scenario described in this section as of the date of the prospectus.

Columbia respectfully advises the Staff that it has revised the disclosure on pages 1-4 in response to this comment.

4.
Please revise to disclose that the exchange ratio will be adjusted if the transaction expenses incurred by Pacific Continental exceed $14.5 million, as discussed on page 34.

Columbia respectfully advises the Staff that it has revised the disclosure on page 4 in response to this comment.

Material U.S. Tax Consequences of the Mergers, page 102

5.
Please make the following revisions to the tax consequences section:

•

Because each counsel provided a short-form tax opinion, please add a statement that the disclosure in the tax consequences section is the opinion of counsel.

•

Please remove the assumption on page 103 that the first merger and the second merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

•

Please replace the aforementioned assumption with disclosure stating, if true, that in the opinion of counsel the first merger and the second merger, taken together, will qualify as a
“reorganization” within the meaning of Section 368(A) of the Code.

 Deitrich A. King,

 March 21, 2017

-3-

 Please refer to Section III.B.2, III.C.2 and III.A.2, respectively, of Staff Legal
Bulletin No. 19 for guidance.

 Columbia respectfully advises the Staff that it has revised the disclosure on pages 17 and 105 in
response to this comment.

*             *
   *

 Please contact me at (310) 712-6603, via fax at (310) 712-8800 or via e-mail at brownp@sullcrom.com if you
have any comments or questions about this letter or Amendment No. 1.

Sincerely,

/s/ Patrick S. Brown

cc:
Hadley S. Robbins

Columbia Banking System, Inc.

1301 “A” Street

Tacoma, WA 98402-4200

Roger S. Busse and Casey R. Hogan

Pacific Continental Corporation

111 West 7th Avenue

Eugene, OR 97401

Patricia F. Young

Pillsbury Winthrop Shaw Pittman LLP

Four Embarcadero Center, 22nd Floor

San Francisco, CA 94111

Mail Stop 4720
March  10, 2017

Hadley S. Robbins
Interim Chief Executive Officer
Columbia Banking System, Inc.
1301 “A” Street
Tacoma, WA 98402

Re: Columbia Banking System, Inc.
  Registration Statement on Form S-4
Filed  February  13, 2017
  File No.  333-216039

Dear Mr. Robbins :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Prospectus Cover Page

1. Please revise to disclose the actual dollar value thresholds below and above which the
exchange rate will be adjusted.  Please also revise to disclose that the merger is subject to
a termination rig ht and that, if you elect to exercise such termination right, Pacific
Continental will have the option of reinstating the first merger as described on page  34.

2. Please revise to disclose the total merger consideration both as of the date the merger was
announced and as of the date of the prospectus.

Hadley S. Robbins
Colu mbia Banking System, Inc.
March  10, 2017
Page 2

 Questions and Answers

Q:  What will Pacific Continental shareholders receive in the first merger? , page  1

3. Please revise to provide tabular disclosure showing the aggregate merger consideration
that would be a ssociated with each scenario described in this section as of the date of the
prospectus.

4. Please revise to disclose that the exchange ratio will be adjusted if the transaction
expenses incurred by Pacific Continental exceed $14.5  million, as discussed on page  34.

Material U.S. Tax Consequences of the Mergers, page  102

5. Please make the following revisions to the tax consequences section:

 Because each counsel provided a short -form tax opinion, please add a statement that
the disclosure in the tax consequen ces section is the opinion of counsel.

 Please remove the assumption on page  103 that that the first merger and the second
merger, taken together, will qualify as a “reorganization” within the meaning of
Section  368(a) of the Code.

 Please replace the aforementioned assumption with disclosure stating, if true, that in
the opinion of counsel the first merger and the second merger, taken together, will
qualify as a “reorganization” within the meaning of Section  368(a) of the Code.

Please refer to Section s III.B.2, III.C.2 and III.A.2, respectively, of Staff Legal Bulletin
No. 19 for guidance.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Hadley S. Robbins
Colu mbia Banking System, Inc.
March  10, 2017
Page 3

Please contact William H. Dorton, Staff Attorney,  at (202) 551 -3107  or me at (202) 551 -
3338  with any questions.

Sincerely,

/s/ Dietrich A. King

Dietrich A. King
Assistant Director
Office of Financial Services

cc: Patrick S. Brown, Esq.
 Sullivan & Cromwell LLP

February 1, 2013

Via E -mail
Clint E. Stein
Chief Financial Officer
Columbia Banking System, Inc.
1301 “A” Street
Tacoma, Washington 98402 -4200

Re: Columbia Banking System, Inc.
Form 10-K for the Year Ended December 31, 2011
Filed February 29, 2012
File No. 000-20288

Dear Mr. Stein :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing  includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathryn McHale

 Kathryn McHale
 Senior Staff Attorney

CORRESP
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Correspondence

 [COLUMBIA BANKING SYSTEM, INC. LETTERHEAD]

January 29, 2013

 VIA EDGAR

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Kathryn
McHale

Re:
Columbia Banking System, Inc.

Registration Statement on Form S-4; File No. 333-184742

Request for Acceleration

 Ladies and
Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, I hereby request on behalf of Columbia Banking
System, Inc. (the “Company”), that its Registration Statement on Form S-4 filed on November 2, 2012 (File No. 333-184742) and amended December 28, 2012, January 17, 2013 and January 29, 2013 (together, the
“Registration Statement”), be made effective at 5:00 p.m. Eastern Daylight Time on February 1, 2013, or as soon as possible thereafter.

 On behalf of the Company, I acknowledge 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 Registration Statement;

•

 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 Registration Statement;

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States; and

•

 the Company is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of securities as specified in the Registration Statement.

 United States Securities and Exchange Commission

 Page
 2

 We would appreciate it if you would notify us by telephone of the effective date of the
Registration Statement and would also confirm such advice in writing.

 If you should have any questions about the foregoing
request, please do not hesitate to contact our counsel, Mr. Stephen M. Klein of Graham & Dunn PC at (206) 340-9648, or the undersigned at (253) 305-1911. Thank you for your cooperation in this matter.

Very truly yours,

By:

 /s/ Melanie J. Dressel

Melanie J. Dressel

President and Chief Executive Officer

 cc: Stephen M. Klein, Graham & Dunn PC

CORRESP
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Correspondence

 January 29, 2013

 Filed via EDGAR

 Ms. Kathryn McHale

Senior Staff Attorney

 Division of Corporation
Finance

 United States Securities and Exchange Commission

 100 F. Street, N.E.

 Washington D.C. 20549

Re:
Columbia Banking System, Inc.

 Amendment No. 3 to Registration Statement on Form S-4

 Filed
January 29, 2013

 File No. 333-184742

 Dear Ms. McHale:

 Enclosed please find Columbia Banking System, Inc.’s
(“Columbia”) and West Coast Bancorp’s (“West Coast”) responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter of January 23, 2013 (the
“Comment Letter”) related to the above-referenced filing. Columbia has also revised its Registration Statement on Form S-4 in response to the Staff’s comments and is filing concurrently with this letter Amendment No. 3 to the
Registration Statement (“Amendment No. 3”), which reflects these revisions and clarifies certain other information.

 For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraph in the Comment Letter and is restated in italics prior to the response to such comment. Page
references in the text of this letter correspond to pages and captions in Amendment No. 3.

 General

1.
We note your response to comment 1 of our letter dated January 11, 2013 and are unable to agree with your analysis. Please provide the requested information in
a pre-effective amendment to the proxy statement/prospectus.

 Ms. Kathryn McHale

 January 29, 2013

  Page
 2

 Response: Pursuant to our discussion and the Staff’s concurrence, the
requested disclosure has not been included in Amendment No. 3.

2.
Please update your disclosure to add a Recent Developments section discussing the results of the fourth quarter ended December 31, 2012.

 Response: The disclosure has been updated and revised as requested (page 24).

Material United States Federal Income Tax Consequences of the Merger

 The Merger

 Background of the Merger, page 53

3.
It appears that each counsel has filed a short-form tax opinion. Please revise both the Exhibit 8 short-form opinions and the tax disclosure in the proxy
statement/prospectus to clearly state that the disclosure in the tax consequences section of the prospectus is the opinion of counsel. Please also revise your disclosure on page 110 to delete the statement that the discussion is intended only as a
summary of material United States federal income tax consequences of the merger. Please refer to Section III.B.2. of Staff Legal Bulletin No. 19.

 Response: Exhibits 8.1 and 8.2 and the tax disclosure have been revised to address the Staff’s comment (page 110). We have also deleted the statement as requested and revised our
disclosure accordingly (page 111).

 Tax Consequences of the Merger Generally to Holders of West Coast Common Stock, page 109

4.
The tax consequences discussed appear to be based on the assumption that the mergers, taken together, will be treated as a reorganization within the meaning of
Section 368(a). It is not appropriate to assume any legal conclusion underlying the opinion. Please revise. Please refer to Section III.C.3. of Staff Legal Bulletin No. 19.

Response: The disclosure has been revised as requested (page 110).

 Ms. Kathryn McHale

 January 29, 2013

  Page
 3

 In addition to the responses noted above, Columbia acknowledges that:

•

 Columbia is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any actions with respect to the
filing; and

•

 Columbia may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 We trust that the foregoing is responsive to your inquiries and comments. Should you
desire additional information or would like further clarification regarding any of the items discussed, please contact Stephen Klein at (206) 340-9648.

Sincerely,

/s/ Stephen M. Klein

/s/ Matthew M. Guest

Stephen M. Klein

Matthew M. Guest

GRAHAM & DUNN PC

WACHTELL, LIPTON, ROSEN & KATZ

cc:
Melanie J. Dressel, Columbia Banking System, Inc.

 Clint E. Stein, Columbia Banking System, Inc.

 Robert D. Sznewajs, West Coast
Bancorp

 Anders Giltvedt, West Coast Bancorp

January 23, 2013

Via E -mail
Clint E. Stein
Chief Financial Officer
Columbia Banking System, Inc.
1301 “A” Street
Tacoma, Washington 98402 -4200

Re: Columbia Banking System, Inc.
Amendment No. 2  to Registration Statement on Form S -4
Filed January 17 , 201 3
  File No. 333-184742

Dear Mr. Stein :

We have reviewed your amendment and response letter dated January 17, 2013 and have
the following comments .  In some of our comments, we  may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts  and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional com ments.

General
1. We note your response to comment 1 of our letter dated January 11, 2013 and are unable
to agree with your analysis.  Please provide the requested information in a pre -effective
amendment to the proxy statement/prospectus.
2. Please update yo ur disclosure to add a Recent Developments section discussing the
results of the fourth quarter ended December 31, 2012.
Material United States Federal Income Tax Consequences of the Merger
General
3. It appears that each counsel has filed a short -form tax op inion.  Please revise both the
Exhibit 8 short -form opinions and the tax disclosure in the proxy statement/prospectus to

Clint E. Stein
Columbia Banking System, Inc.
January 23, 2013
Page 2

 clearly state that the disclosure in the tax consequences section of the prospectus is the
opinion of counsel.  Please also revise your  disclosure on page 110 to delete the statement
that the discussion is intended only as a summary of material United States federal
income tax consequences of the merger.  Please refer to Section III.B.2. of Staff Legal
Bulletin No. 19.
Tax Consequences of  the Merger Generally to Holders of West Coast Common Stock, page 109
4. The tax consequences discussed appear to be based on the assumption that the mergers,
taken together, will be treated as a reorganization within the meaning of Section 368(a).
It is not  appropriate to assume any legal conclusion underlying the opinion.  Please
revise.  Please refer to Section III.C.3. of Staff Legal Bulletin No. 19.
Please contact Erin Purnell  at (202) 551 -3454  or me at (202) 551 -3464 with any
questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc. Via E -mail
 Stephen Klein
 Graham & Dunn  PC

CORRESP
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Request for Acceleration

 [COLUMBIA BANKING SYSTEM, INC. LETTERHEAD]

January 17, 2013

 VIA EDGAR

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Kathryn
McHale

Re:
Columbia Banking System, Inc.

 Registration Statement on Form S-4; File No. 333—184742

 Request
for Acceleration

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, I hereby request on behalf of Columbia Banking System, Inc. (the “Company”), that its Registration Statement on Form S-4 filed on
November 2, 2012 (File No. 333-184742) and amended December 28, 2012 and January 17, 2013 (together, the “Registration Statement”), be made effective at 5:00 p.m. Eastern Daylight Time on January 23, 2013,
or as soon as possible thereafter.

 On behalf of the Company, I acknowledge 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 Registration Statement;

•

 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 Registration Statement;

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States; and

•

 the Company is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of securities as specified in the Registration Statement.

 United States Securities and Exchange Commission

 Page
 2

 We would appreciate it if you would notify us by telephone of the effective date of the
Registration Statement and would also confirm such advice in writing.

 If you should have any questions about the foregoing
request, please do not hesitate to contact our counsel, Mr. Stephen M. Klein of Graham & Dunn PC at (206) 340-9648, or the undersigned at (253) 305-1911. Thank you for your cooperation in this matter.

Very truly yours,

By:

 /s/ Melanie J. Dressel

Melanie J. Dressel

President and Chief Executive Officer

 cc: Stephen M. Klein, Graham & Dunn PC

CORRESP
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SEC Response Letter

 January 17, 2013

 Filed via EDGAR

 Ms. Kathryn McHale

Senior Staff Attorney

 Division of Corporation
Finance

 United States Securities and Exchange Commission

 100 F. Street, N.E.

 Washington D.C. 20549

Re:
Columbia Banking System, Inc.

 Amendment No. 1 to Registration Statement on Form S-4

 Filed
December 28, 2012

 File No. 333-184742

 Dear Ms. McHale:

 Enclosed please find Columbia Banking System, Inc.’s
(“Columbia”) and West Coast Bancorp’s (“West Coast”) responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter of January 11, 2013 (the
“Comment Letter”) related to the above-referenced filing. Columbia has also revised its Registration Statement on Form S-4 in response to the Staff’s comments and is filing concurrently with this letter Amendment No. 2 to the
Registration Statement (“Amendment No. 2”), which reflects these revisions and clarifies certain other information.

 For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraph in the Comment Letter and is restated in italics prior to the response to such comment. Page
references in the text of this letter correspond to pages and captions in Amendment No. 2.

 General

1.
Regulation S-K requires that certain information be current as of the last completed fiscal year. Where appropriate, please update your disclosure to include the
information required by Item 18(a)(7) of Form S-4 for the year ended December 31, 2012.

 Ms. Kathryn McHale

 January 17, 2013

  Page
 2

 Response: We acknowledge the Staff’s comment and respectfully submit that Item 18(b) of
Form S-4 provides that if a registrant or the company being acquired meets the requirements for use of Form S-3, as do both Columbia and West Coast, any information required by Item 18(a)(7) (including the information required by Item 402
of Regulation S-K) may be incorporated by reference to its latest annual report on Form 10-K. As permitted by General Instruction G(3) to Form 10-K, the requested information was provided in the definitive proxy statement for each of Columbia’s
and West Coast’s 2012 annual meeting of stockholders, filed on March 22, 2012, and March 13, 2012, respectively. On page 135 of the Registration Statement, we incorporate by reference Columbia’s Form 10-K for the year ended
December 31, 2011, West Coast’s Form 10-K for the year ended December 31, 2011, the 2012 definitive proxy statement for the annual meeting of stockholders of Columbia and the 2012 definitive proxy statement for the annual meeting of
stockholders of West Coast.

 We understand that the Staff’s comment derives from the Regulation S-K Compliance and
Disclosure Interpretation 117.05, last updated February 16, 2010 (the “C&DI”). The C&DI provides that a registration statement on Form S-1 that seeks effectiveness following a registrant’s fiscal year-end and prior
to the filing of the registrant’s Annual Report on Form 10-K for that fiscal year must include Item 402 disclosure for the last completed fiscal year. The C&DI draws a distinction between Form S-1 and Form S-3, however, and states that
Form S-3 permits incorporation by reference of filed and subsequently filed Exchange Act documents and states that Securities Act Forms Compliance and Disclosure Interpretation 123.01 addresses the situation in which a company requests effectiveness
of a Form S-3 between the filing of the Form 10-K and the definitive proxy statement.

 A similar distinction between Form S-1
and Form S-4 also exists with respect to incorporation by reference of Exchange Act reports. As a precondition to a registrant’s ability to incorporate by reference Exchange Act reports into a Form S-1 registration statement, Section VII.C of
Form S-1 requires that a registrant have filed an annual report required under Section 13(a) or Section 15(d) of the Exchange Act for its most recently completed fiscal year. Thus, by way of example only, on January 15,
2013 a registrant seeking to incorporate by reference into its Form S-1 would be expressly required to have first filed its Form 10-K with respect to the year ended December 31, 2012. Conversely, Item 11 of Form S-4 permits a registrant
meeting the requirements of Form S-3 to incorporate by reference information contained in the registrant’s latest annual report on Form 10-K filed pursuant to Section 13(a) or Section 15(d) of the Exchange Act
which contains audited financial statements for the registrant’s latest fiscal year for which a Form 10-K was required to be filed. Similarly, if the company being acquired meets the requirements for use of Form S-3, Item 15
of Form S-4 permits the company being acquired to furnish the information that would be required by Items 10 and 11 if securities of such company were being registered; as such, the company being acquired (if S-3 eligible) is

 Ms. Kathryn McHale

 January 17, 2013

  Page
 3

also permitted to incorporate by reference information contained in its latest annual report on Form 10-K filed pursuant to Section 13(a) or Section 15(d) of the Exchange Act which
contains audited financial statements for its latest fiscal year for which a Form 10-K was required to be filed.

 As companies
that meet the requirements for use of Form S-3, each of Columbia and West Coast is permitted to incorporate by reference its Form 10-K for the year ended December 31, 2011 until its Form 10-K for the year ended December 31, 2012 is
required to be filed. More specifically with respect to the Item 18(a)(7) information that you have requested, Item 18(b) states that if the registrant or the company being acquired meets the requirements for use of Form S-3, any such
information may be incorporated by reference from its latest annual report on Form 10-K. Moreover, we would direct the Staff’s attention to the lead-in to clause (a) to Item 18, which provides in pertinent part
“…furnish the following information, except as provided by paragraph (b) of this item” (emphasis added). The plain meaning of this lead-in is that all subsequently listed disclosure requirements in Item 18(a)
are expressly qualified by paragraph (b) of such item, which as described above in turn provides that the disclosure requirements at issue here are met through incorporation by reference of the latest annual report (notably, not
the “annual report for its most recently completed fiscal year”). To take a different view would render these words surplusage—effectively, during the first two to three months of a fiscal year an S-3 eligible registrant would as a
result be in the same position as a non-S-3 eligible registrant with respect to these disclosure items.

 Such a result would
be at odds with the basic principles underlying the integrated disclosure system which Form S-4 employs. As expressed in Securities Act Release No. 33-6578 (April 23, 1985), the adopting release for Form S-4, “[t]he integrated
disclosure system, on which Form S-4 is based, proceeds from the premise that investors in the primary market need much the same information as investors in the trading market.” Thus, “the amount of prospectus presentation for
management information, like company information, depends on which form could be used in a primary offering not involving a business combination.” By permitting S-3 eligible companies to satisfy the disclosure requirements of
Item 18(a)(7) through incorporation by reference from their last annual report on Form 10-K, “Form S-4 reflects the premise that decisions made in the context of business combination transactions and those made otherwise in the purchase of
a security in the primary or trading market are substantially similar,” at least with respect to the management information required by Item 18(a)(7). Requiring am update of the management information would have the unintended
consequence of requiring selective updating of the registration statement, which we believe is totally inconsistent with the principles underlying the integrated disclosure system.

 Ms. Kathryn McHale

 January 17, 2013

  Page
 4

 In our experience, the Staff’s approach with respect to this issue has been
consistent with the distinction we have drawn both prior to and following the publication of the C&DI in 2010. For example, in the Staff’s review of the Form S-4 filed by Hancock Holding Company in connection with its acquisition of Whitney
Holding Corporation, the Staff noted in its letter dated February 22, 2011 that “both Hancock and Whitney will be required to include the 2010 compensation information required by Item 402 of Regulation S-K to the extent that this
information is not included in your 2010 Form 10-Ks and incorporated by reference into your next amendment.” Following Hancock’s response regarding the anticipated timing of Whitney’s definitive proxy statement (to be incorporated
into its 2010 Form 10-K), the Staff in its letter dated March 31, 2011 noted that “Whitney’s 2010 compensation information will be included in its definitive proxy statement with respect to its Annual Meeting of Shareholders and will
be incorporated by reference into its Form 10-K. Please note that we may have comments on this disclosure once it has been filed.” The Staff declared the S-4 effective on April 1, 2011.

In addition to the analysis of the relevant forms set forth above, which we believe draws a clear and appropriate distinction between S-3
eligible registrants filing a Form S-4, and registrants filing a Form S-1 where the market and investors have not had the benefit of regular prior disclosure, we believe that as a practical matter substantially all large public companies with a
fiscal year ending on December 31 would not be in a position to provide complete disclosure regarding compensation during this time of year. Incentive compensation decisions are often not made until late February or March. This timeline is a
direct outgrowth, at least in part, of the required timeline for compensation disclosure dictated by Form 10-K, including General Instruction G(3) thereto, and additionally reflects the necessity of verifying and auditing year-end financial results
which often provide the basis for incentive compensation. And, for many named executive officers of public companies, incentive compensation represents a substantial portion or a majority of total annual compensation. Compelled early disclosure for
those S-3 eligible registrants who find themselves in the position of having a merger approaching closing in the opening months of the year would result in incomplete and potentially misleading information being delivered to investors in the merger
proxy, which would then be confusingly superseded by a then-complete and different version of the compensation disclosure a month or two later at the time of the annual meeting proxy filing. The alternative would be to delay the effectiveness of
Form S-4s that would otherwise be in a position to be declared effective generally until the annual meeting proxy disclosure is completed, with the resulting highly significant financial cost to the companies and their shareholders of a delayed
closing.

 Ms. Kathryn McHale

 January 17, 2013

  Page
 5

 The Merger

 Background of the Merger, page 52

2.
We note your response to comment 18 of our letter dated November 29, 2012. Please provide the specific details of Columbia’s original indication of
interest, and the subsequent enhanced proposal which constituted an approximate 2.3% increase over the May proposal.

 Response: The disclosure has been revised as requested. (page 53)

 Sandler
O’Neill’s Relationship. page 76

3.
We note your response to comment 22 of our letter dated November 29, 2012. In the first paragraph of this section, you state that “Sandler O’Neill has
not received any other fees” from either company; however, in the second paragraph, you disclose many services you perform for each company and do not disclose the compensation associated with such services. Please revise your disclosure to
include such fees in accordance with Section 1015(b)(4) of Regulation M-A.

 Response: We advise
the Staff that Sandler O’Neill has not received any compensation from West Coast or Columbia in exchange for any such services in the past two years. The disclosure has been revised accordingly. (page 76)

Litigation Related to the Merger, page 106

4.
We note your disclosure that West Coast has agreed to make certain supplemental disclosures related to the proposed merger. Please identify such disclosures.

 Response: The disclosure has been revised as requested. (page 107)

Exhibits

5.
Please file any remaining exhibits in your next amendment to the registration statement.

Response: All remaining exhibits have been filed with Amendment No. 2.

In addition to the responses noted above, Columbia acknowledges that:

•

 Columbia is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any actions with respect to the
filing; and

•

 Columbia may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Ms. Kathryn McHale

 January 17, 2013

  Page
 6

 We trust that the foregoing is responsive to your inquiries and comments. Should you
desire additional information or would like further clarification regarding any of the items discussed, please contact Stephen Klein at (206) 340-9648 or Matthew Guest at (212) 403-1341.

Please note that the bank regulatory applications for approval of the proposed transaction and are proceeding apace for an April 1,
2013 closing. Accordingly as advised in the Comment Letter, Columbia has reviewed Rule 460 and 461 regarding requests for acceleration, and is concurrently submitting a written request for acceleration of effectiveness of the registration statement
in accordance with such rules. This will allow the parties to secure respective shareholder approvals in time to preserve the proposed schedule for closing. We appreciate the responsiveness of the Staff and look forward to your favorable response.

Sincerely,

/s/ Stephen M. Klein

/s/ Matthew M. Guest

Stephen M. Klein

Matthew M. Guest

GRAHAM & DUNN PC

WACHTELL, LIPTON, ROSEN & KATZ

cc:
Melanie J. Dressel, Columbia Banking System, Inc.

 Clint E. Stein, Columbia Banking System, Inc.

 Robert D. Sznewajs, West Coast
Bancorp

 Anders Giltvedt, West Coast Bancorp

January 11, 2013

Via E -mail
Clint E. Stein
Chief Financial Officer
Columbia Banking System, Inc.
1301 “A” Street
Tacoma, Washington 98402 -4200

Re: Columbia Banking System, Inc.
Amendment No. 1 to Registration Statement on Form S -4
Filed December 28 , 2012
  File No. 333-184742

Dear Mr. Stein :

We have reviewed the above referenced filing  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested inform ation.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General
1. Regulation S -K requires that certain information be current as of the last completed fiscal
year.  Where appropriate, please update your disclosure to include the information
required by Item 18(a)(7) of Form S -4 for the year ended December 31, 2012.
The Merger
Background of the Merger, page 52
2. We note your response to comment 18 of our letter dated November 29, 2012.  Please
provide the specific details of Columbia’s origina l indication of interest, and the
subsequent enhanced proposal which constituted an approximate 2.3% increase over the
May proposal.

Clint E. Stein
Columbia Banking System, Inc.
January 11, 2013
Page 2

 Sandler O’Neill’s Relationship, page 76

3. We note your response to comment 22  of our letter dated November 29, 2012.  In the  first
paragraph of this section, you state that “Sandler O’Neill has not received any other fees”
from either company; however, in the second paragraph, you disclose many services you
perform for each company and do not disclose the compensation associated with such
servi ces.  Please revise your disclosure to include such fees in accordance with Section
1015 (b)(4) of Regulation M -A.
Litigation Related to the Merger, page 106
4. We note your disclosure that West Coast has agreed to make certain supplemental
disclosures relate d to the proposed merger.  Please identify such disclosures.
Exhibits
5. Please file any remaining exhibits in your next amendment to the registration statement.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the fi ling to be certain that the filing s include the information the Securities Act of 1933 and
the Securities Exchange Act of 1934, and all Securities Act and Exchange Act rules, in each case
as applicable, require.   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 you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
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 a ction 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 disclos ure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules  460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsi bilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed

Clint E. Stein
Columbia Banking System, Inc.
January 11, 2013
Page 3

 public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment pri or to the requested effective date of the
registration statement.

Please contact Erin Purnell  at (202) 551 -3454  or me at (202) 551 -3464 with any
questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc. Via E -mail
 Stephen Klein
 Graham & Dunn  PC

CORRESP
1
filename1.htm

Correspondence

 December 28, 2012

 Filed on EDGAR

 Ms. Kathryn McHale

Senior Staff Attorney

 Division of Corporation
Finance

 United States Securities and Exchange Commission

 100 F. Street, N.E.

 Washington D.C. 20549

Re:
Columbia Banking System, Inc.

Registration Statement on Form S-4

Filed November 2, 2012

File No. 333-184742

Form 10-K for the Year Ended December 31, 2011

Filed February 29, 2012

File No. 000-20288

West Coast Bancorp

Form 10-K for the Year Ended December 31, 2011

Filed February 24, 2012

Form 10-Q for the Quarter Ended September 30, 2012

Filed November 2, 2012

File No. 001-34509

 Dear
Ms. McHale:

 Enclosed please find Columbia Banking System, Inc.’s (“Columbia”) and West Coast
Bancorp’s (“West Coast”) responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter of November 29, 2012 (the “Comment Letter”) related to the
above-referenced filings. Columbia has also revised its Registration Statement on Form S-4 in response to the Staff’s comments and is filing concurrently with this letter Amendment No. 1 to the Registration Statement (“Amendment
No. 1”), which reflects these revisions and clarifies certain other information.

 For the convenience of the Staff,
each comment from the Comment Letter corresponds to the numbered paragraph in the Comment Letter and is restated in italics prior to the response to such comment. Page references in the text of this letter correspond to pages and captions in
Amendment No. 1.

 Ms. Kathryn McHale

 December 28, 2012

  Page
 2

 Registration
Statement on Form S-4

 Cover Page

1.
We note that the value of the consideration to be received by West Coast shareholders will vary with the trading price of the Columbia common stock. Please revise to
briefly summarize the formula that will be used to calculate the consideration.

 Response: The
disclosure has been revised as requested. (Cover Page)

 Questions and Answers

What will each West Coast Shareholder Receive in the Merger? page 1

2.
It appears that Columbia shareholders will be diluted upon the issuance of common stock as a result of the merger. Please revise your disclosure in this section and
throughout the proxy statement/prospectus to disclose the amounts by which shareholders will be diluted, in terms of ownership as well as book value, if applicable.

Response: The disclosure has been revised as requested. (page 1)

 How does a West Coast shareholder elect the form of consideration he or she prefers to receive? page 2

3.
Revise your disclosure in this section and throughout the proxy statement/prospectus to include a placeholder for the exact date of the election deadline. To the
extent that you will not be able to include such date when the proxy statement/prospectus is delivered to shareholders, please tell us how you will convey the deadline to shareholders.

Response: The date of the election deadline will not be known when the joint proxy statement/prospectus is delivered to
shareholders. Columbia and West Coast will issue a press release announcing the date of the election deadline at least five business days before that deadline. Additionally, Columbia and West Coast will post the date of the election deadline on
their respective web sites, also at least five business days before that deadline. The disclosure has been revised accordingly. (pages 2 and 49).

 Ms. Kathryn McHale

 December 28, 2012

  Page
 3

 What happens if
an election is not made prior to the election deadline? page 3

4.
Please revise to disclose what will happen if holders of the Series B Preferred Stock, the Class C Warrants or the Restricted Shares do not make an election prior to
the election deadline.

 Response: The disclosure has been revised as requested. (page 4)

 How do the boards of directors of Columbia and West Coast recommend that I vote? page 4

5.
Revise to include a separate discussion of the interests of the directors and officers of Columbia and West Coast with respect to the matters to be acted upon. Refer
to Item 5 of Schedule 14A.

 Response: With respect to West Coast, the disclosure has been revised
as requested. (page 5) With respect to Columbia, we have reviewed the requirements of Item 5 of Schedule 14A and have determined that no director or executive officer of Columbia has a disclosable interest in the matters to be acted
upon.

 Summary

Recommendation of the Columbia Board of Directors, page 12

6.
Please supplementally provide to the staff the board books or other materials, including projections, the boards considered in making their recommendations to
shareholders.

 Response: Materials have been separately provided to the Staff on a supplemental basis
by West Coast and Columbia, respectively, on a confidential basis. In addition, Amendment No. 1 has been revised to include information regarding the financial projection information for each of West Coast and Columbia and considered by the
West Coast board as part of the presentation from its financial advisor. (beginning on page 61)

 Interests of West Coast Directors
and Executive Officers in the Merger, page 13

7.
Please revise to provide the specific information with respect to each of the bullets and quantify the compensation amounts that directors and officers will receive
in connection with the merger. In addition, revise to disclose that Mr. Robbins and Ms. McKeown have entered into employment agreements with Columbia. Please make corresponding revisions to the discussion of Risk Factors on page 36.

 Response: The disclosure has been revised as requested. (pages 13 and 22)

 Ms. Kathryn McHale

 December 28, 2012

  Page
 4

8.
We note that one of the directors of West Coast will be recommended to serve on Columbia’s board of directors following the merger. Revise to explain how that
director will be chosen, and please tell us when you expect that the selection will be made. Please also consider adding a discussion in Risk Factors disclosing the conflict of interest of all of the directors, as it appears that any of them may be
chosen for the Columbia board.

 Response: Disclosure under “Interests of West Coast Directors and
Executive Officers in the Merger (page 84) has been revised to state that four of the current West Coast directors (naming them) are eligible for nomination to fill the single board membership position, and disclosing that such person must,
among other criteria, currently be an independent director of West Coast. The selection will be made prior to the closing of the merger but otherwise the timing of the selection is not currently known. Given the additional disclosure and the current
Risk Factor addressing potential conflicts of interest (at page 22), which cross references to the additional disclosure, we believe that the current Risk Factor disclosure is adequate.

 Selected Financial Data – West Coast Bancorp, page 20

9.
Please include a footnote detailing how you determine the allowance for loan losses and allowance for credit losses as a percentage of nonperforming loans. For
example, please disclose the nonperforming loan components which comprise the denominator in these calculations, specifically detailing whether or not accruing and/or nonaccruing troubled debt restructurings are included in this calculation and
management’s rationale in this regard.

 Response: The disclosure has been revised as requested.
(page 27)

 Unaudited Pro Forma Condensed Combined Statement of Income, pages 25-26

10.
Please revise to disclose in a pro forma note how the weighted average number of pro forma basic and fully diluted common shares was determined for each of the
periods presented.

 Response: The disclosure has been revised as requested. (pages 37 and 38)

 Note 4 – Pro Forma Adjustments, page 28

11.
Please tell us why the 5% fair value adjustment applied against the carrying value of the loans being acquired is an appropriate measure reflective of credit and
pricing adjustments.

 Ms. Kathryn McHale

 December 28, 2012

  Page
 5

 Response: We believe the 5% fair value adjustment against the carrying value of the portfolio is appropriate because it was based on the assumptions market participants would utilize in pricing the
portfolio in an orderly transaction in the most advantageous market. In conjunction with its own internal resources, Columbia utilized third-party experts to review and perform loan due diligence on the West Coast loan portfolio. The comprehensive
loan due diligence process included a detailed underwriting process and review for all commercial loans exceeding $1 million as well as a sample of commercial loans from historically high risk loan categories. Based on this scoping approximately 65%
of the commercial loan portfolio was selected. This review concluded that the commercial loan portfolio had expected losses of approximately 2.5% based on both the income and market approaches pursuant to ASC 820, the FASB’s Fair Value
Measurement topic, as prescribed by ASC 805, the Business Combinations topic. A discounted cash flow analysis was prepared for the residential and consumer loan portfolios utilizing a discount rate of 6.69% and it was determined that the residential
and consumer loan portfolios had a more significant share of the embedded risk with expected losses of approximately 12%, due to a heavy concentration of stand-alone 2nd mortgages. The weighted average expected losses of the combined loan portfolios was approximately 5%. The loan mark
was built up based on probability of default, loss given default, and recovery lag estimates generated for each sector of the loan portfolio.

12.
Please revise pro forma Note F to disclose how the amount of “core” deposits (i.e. interest or noninterest bearing transaction or time deposits, etc.) was
determined and why a fair value adjustment of 1% is appropriate given the differing types of deposits. Also address why a shorter term (e.g. estimated life of the deposits) would not be a more appropriate measure in determining the amortization
period.

 Response: Pro forma Note F has been revised as requested. (page 35) Although there are
differing types of deposits, based on the similarity of rates paid on each deposit type and time deposits being less than 10% of West Coast’s total deposits, further segmentation of the deposits for the calculation of the core deposit
intangible estimate was not deemed necessary.

13.
With regard to pro forma Note J and the estimated change in control payments, please tell us how you determined these estimated amounts to be factually supportable
under Rule 11-02(b)(6) of Regulation S-X.

 Response: The estimated change in control payments were
determined by first identifying all individuals at West Coast that had change in control agreements in place and calculating the change in control payment for each of these individuals. The list of individuals was then reviewed and revised to
include only those individuals for which it was estimated that a change in control payment, pursuant to the contractual terms, would actually be made.

 Ms. Kathryn McHale

 December 28, 2012

  Page
 6

 Risk Factors,
page 33

14.
Please move this section in its entirety so that it is located directly after the Summary. Refer to Item 503(c) of Regulation S-K

Response: The Risk Factors section has been moved as requested. (page 18)

The merger agreement limits West Coast’s ability to pursue an alternative transaction, page 34

15.
Please make your disclosure more clear in this section by clarifying that the termination fee is not triggered solely by West Coast shareholders voting against the
transaction.

 Response: The disclosure has been revised as requested. (page 19)

The Merger, page 38

16.
Please revise the first paragraph of this section to remove the language “this summary does not purport to be complete” and “this section is not
intended to provide you with any factual information.”

 Response: The requested change has been
made. (page 42)

 Regulatory Approvals Required for the Merger, page 47

17.
We note that West Coast is obligated to inform and consult with the Federal Reserve Bank of San Francisco regarding payment of dividends, and also that they are
subject to a Memorandum of Understanding with the FDIC that restricts their ability to pay dividends. Please disclose and describe any approvals or communications that will be required in connection with the consulting obligation or the MOU in order
to complete the merger.

 Response: West Coast’s Memorandum of Understanding with the FDIC and the
Oregon Department of Consumer and Business Services Division of Finance and Corporate Securities was removed effective November 30, 2012. However, while West Coast remains subject to the consulting obligation with respect to the Federal Reserve
Bank of San Francisco with regard to the payment of dividends, no approvals will be required in connection with the consulting obligation or the terminated Memorandum of Understanding in order to complete the merger.

 Ms. Kathryn McHale

 December 28, 2012

  Page
 7

 Background of
the Merger, page 48

18.
We note your disclosure on page 49 that West Coast representatives had discussions with two other financial institutions but that no definitive transaction proposal
resulted. Please revise to provide more detail as to why the discussions ended, and please explain whether the two financial institutions were give data room access or otherwise conducted due diligence.

Response: The disclosure has been revised as requested. (page 53)

 Recommendation of the West Coast Board of Directors and Reasons for the Merger, page 52

19.
Please revise to include any negative or potentially negative factors that the board considered when determining whether the merger was advisable and in the best
interests of West Coast and its shareholders. Please make similar disclosure with respect to the Columbia board’s recommendation.

 Response: With respect to West Coast, the disclosure has been revised as requested. (pages 56 and 57)

 With respect to Columbia’s board’s recommendation, the potential risks and potentially negative factors that the board considered have been supplemented. (page 77)

Columbia – Comparable Company Analysis, page 57

20.
We note that Sandler O’Neill excluded First California Financial Group from the Columbia peer group. Please explain why it was excluded. We note further that it
was not excluded from the West Coast peer group.

 Response: We respectfully advise the Staff that
First California Financial Group (“FCFG”) was excluded from the Columbia peer group because, as of the date of the Sandler O’Neill fairness opinion, FCFG had received a publicly disclosed merger proposal and several publicly disclosed
letters from shareholders encouraging the FCFG board of directors and management to carefully consider its strategic alternatives, including a possible sale of the company. As a result, FCFG’s stock price was uniquely impacted by this news and
was not considered comparable to the other companies in the Columbia peer group. For these reasons, FCFG was also excluded from the West Coast peer group. We address the Staff to page 63 of Amendment No. 1.

 Ms. Kathryn McHale

 December 28, 2012

  Page
 8

 Sandler
O’Neill’s Relationship, page 64

21.
Please provide the approximate amount of the transaction fee that Sandler will receive as compensation for its duties as financial advisor.

 Response: The disclosure has been revised as requested. (page 76)

22.
Please disclose the aggregate amount paid to Sandler O’Neill by West Coast over the past two years, as required by Section 1015(b)(4) of Regulation M-A.
Please provide similar disclosure with regard to any payments to Sandler by Columbia for any services rendered over the past two years.

 Response: The disclosure has been revised as requested. (page 76)

 Summary of
analysis by KBW, page 71

23.

November 29 , 2012

Via E -mail
Clint E. Stein
Chief Financial Officer
Columbia Banking System, Inc.
1301 “A” Street
Tacoma, Washington 98402 -4200

Re: Columbia Banking System, Inc.
Registration Statement on Form S -4
Filed November 2 , 2012
  File No. 333-184742
  Form 10 -K for the Year Ended December 31, 2011
  Filed February 29, 2012
  File No. 000 -20288
  West Coast Bancorp
  Form 10 -K for the Year Ended December 31, 2011
  Filed February 24, 2012
  Form 10 -Q for the Quarter Ended September 30, 2012
  Filed November 2, 2012
  File No. 001 -34509

Dear Mr. Stein :

We have reviewed the above referenced filings  and have the following comments.  In
some of our comments, we may ask you t o provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information , including , if applicable,  a draft of your proposed disclosures to be made
in future filings .  If you do not believe our comments apply to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the in formation you
provide in response to these comments, we may have additional comments.

Clint E. Stein
Columbia Banking System, Inc.
November 29, 2012
Page 2

 Registration Statement on Form S -4

Cover Page
1. We note that the value of the consideration to be received by West Coast shareholders
will vary with the trading price of the Columbia common stock.  Please revise to briefly
summarize the formula that will be used to calculate the consideration.
Questions and Answers
What will each West Coast Shareholder Receive in the Merger?, page 1
2. It appears that Columbi a shareholders will be diluted upon the issuance of common stock
as a result of the merger.  Please revise your disclosure in this section and throughout the
proxy statement/prospectus to disclose the amounts by which shareholders will be
diluted, in terms  of ownership as well as book value, if applicable.
How does a West Coast shareholder elect the form of consideration he or she prefers to receive?,
page 2
3. Revise your disclosure in this section and throughout the proxy statement/prospectus to
include a pl aceholder for the exact date of the election deadline.   To the extent that you
will not be able to include such date when the proxy statement/prospectus is delivered to
shareholders, please tell us how you will convey the deadline to shareholders.
What ha ppens if an election is not made prior to the election deadline?, page 3
4. Please revise to disclose what will happen if holders of the Series B Preferred Stock the
Class C Warrants or the Restricted Shares do not make an election prior to the election
deadl ine.
How do the boards of directors of Columbia and West Coast recommend that I vote?, page 4
5. Revise to include a separate discussion of the interests of the directors and officers of
Columbia and West Coast with respect to the matters to be acted upon.  R efer to Item 5
of Schedule 14A.
Summary
Recommendation of the Columbia Board of Directors, page 12
6. Please supplementally provide to the staff the board books  or other materials, including
projections, the boards considered in making their recommendation s to shareholders.

Clint E. Stein
Columbia Banking System, Inc.
November 29, 2012
Page 3

 Interests of West Coast Directors and Executive Officers in the Merger, page 13
7. Please revise to provide the specific information with respect to each of the bullets and
quantify the compensation amounts that the directors and officers will receive in
connection with the merger.  In addition, revise to disclose that Mr. Robbins and Ms.
McKeown have entered into employment agreements with Columbia.  Please make
corresponding revisions to the discussion in Risk Factors on page 36.
8. We note that one of the directors of West Coast will be recommended to serve on
Columbia’s board of directors following the merger.  Revise to explain how that director
will be chosen, and please tell us when you expect that the selection will be made.  Please
also consider adding a discussion in Risk Factors disclosing the conflict of interest of all
of the directors, since it appears that any of them may be chosen for the Columbia board.
Selected Financial Data -West Coast Bancorp, page 20

9. Please include a footno te detailing how you determine the allowance for loan losses and
allowance for credit losses as a percentage of nonperforming loans.  For example, please
disclose the nonperforming loan components which comprise the denominator in these
calculations, speci fically detailing whether or not accruing and/or nonaccruing troubled
debt restructurings are included in this calculation and management’s rationale in this
regard.
Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Conden sed Combined Statement of Income, pages 25 -26

10. Please revise to disclose in a pro forma note how the weighted average number of pro
forma basic and fully diluted common shares was determined for each of the periods
presented.
Note 4 – Pro Forma Ad justme nts, page 28

11. Please tell us why the 5% fair value adjustment applied against the carrying value of the
loans being acquired is an appropriate measure reflective of the credit and pricing
adjustments.
12. Please revise pro forma Note F to disclose how the amount of “core” deposits (i.e.
interest or noninterest bearing tr ansaction or time deposits, etc. ) was determined and why
a fair value adjustment of 1% is appropriate given the differing types of deposits.  Also
address why a shorter term (e.g. estimated life of the deposits) would not be a more
appropriate measure in determining the amortization period.

Clint E. Stein
Columbia Banking System, Inc.
November 29, 2012
Page 4

 13. With  regard to pro forma Note J and the estimated change in control payments, please tell
us how you determined  these estimated amounts to be factually su pportable under Rule
11-02(b)(6) of Regulation S -X.
Risk Factors, page 33
14. Please move this section in its entirety so that it is located directly after the Summary.
Refer to Item 503(c) of Regulation S -K.
The merger agreement limits West Coast’s ability t o pursue an alternative transaction, page 34
15. Please make your disclosure more clear in this section by clarifying that the termination
fee is not triggered solely by West Coast shareholders voting against the transaction.
The Merger, page 38
16. Please revise the first paragraph of this section to remove the language “this summary
does not purport to be complete” and “this section is not intended to provide you with any
factual information.”
Regulatory Approvals Required for the Merger, page 47
17. We note that Wes t Coast is obligated to inform and consult with the Federal Reserve
Bank of San Francisco regarding payment of dividends, and also that they are subject to a
Memorandum of Understanding with the FDIC that restricts their ability to pay
dividends.  Please d isclose and describe any approvals or communications that will be
required in connection with the consulting obligation or the MOU in order to complete
the merger.
Background of the Merger, page 48
18. We note your disclosure on page 49 that West Coast represe ntatives had discussions with
two other financial institutions but that no definitive transaction proposal resulted.  Please
revise to provide more detail as to why the discussions ended, and please explain whether
the two financial institutions were given  data room access or otherwise conducted due
diligence.
Recommendation of the West Coast Board of Directors and Reasons for the Merger, page 52
19. Please revise to include any negative or potentially negative factors that the board
considered when determining  whether the merger was advisable and in the best interests
of West Coast and its shareholders.  Please make similar disclosure with respect to the
Columbia board’s recommendation.

Clint E. Stein
Columbia Banking System, Inc.
November 29, 2012
Page 5

 Columbia – Comparable Company Analysis, page 57
20. We note that Sandler O’Nei ll excluded First California Financial Group from the
Columbia peer group.  Please explain why it was excluded.  We note further that it was
not excluded from the West Coast peer group.
Sandler O’Neill’s Relationship, page 64
21. Please provide the approximate  amount of the transaction fee that Sandler will receive as
compensation for its duties as financial advisor.
22. Please disclose the aggregate amount paid to Sandler O’Neill by West Coast over the past
two years , as required by Section 1015 (b)(4)  of Regulation M -A.  Please provide similar
disclosure with regard to any payments to Sandler  by Columbia for any services rendered
over the past two years .
Summary of analysis by KBW, page 71
23. Please disclose any additional  services provided by KBW to either party over the past
two years and, if applicabl e, the aggregate amount paid to KBW by each party  for such
services .
Interests of West Coast Directors and Executive Officers in the Merger
Employment Agreement, page 72
24. Please file the employment agreement with Mr. Sznewajs as an exhibit to your amended
proxy statement/prospectus.
Employment Agreements..., page 73
25. We note that Mr. Robbins and Ms. McKeown entered into employment agreements with
Columbia.  Please file these agreements as exhibits to your amended proxy
statement/prospectus.
Form 10 -K for the Year Ended December 31, 2011
Certain Relationships and Related Party Transactions, page 45 of definitive proxy statement on
Schedule 14A
26. Please confirm that by “other persons” in the representations included in this section, you
mean persons not related to you.   Please refer to Instruction 4(c)(ii) to Item 404(a) of
Regulation S -K.  Confirm that you will provide the correct representation in future
filings.

Clint E. Stein
Columbia Banking System, Inc.
November 29, 2012
Page 6

West Coast Bancorp – Form 10 -K for the Year Ended December 31, 2011
Risk Factors, page 11
27. Please confirm  that this section included all material risks that management believed
were specific to the business at the time of filing.  In addition, please confirm that you
will revise future filings to state that all material risks have been disclosed.
Transactions  with Related Persons, page 50 of definitive proxy statement on Schedule 14A
28. Please confirm that by “other persons” in the representations included in this section, you
mean persons not related to you.  Please refer to Instruction 4(c)(ii) to Item 404(a) o f
Regulation S -K.  Confirm that you will provide the correct representation in future
filings.
West Coast Bancorp – Form 10 -Q for the Quarter  Ended September 30, 2012

Note 4.  Investment Securities, page 12

29. Please provide us with your other than temp orary impairment analysis for your
investments in the pooled trust preferred securities (i.e. within the corporate securities
portfolio) as of December 31, 2011 and for each of the subsequent quarterly reporting
periods of fiscal 2012.
Nonperforming Asset s, Troubled Debt Restructurings, OREO and Delinquencies, page 46
30. We note your disclosure of both performing and non -performing troubled debt
restructurings  in the troubled debt restructurings subsection.  Please revise in any and all
future filings to clearly disclose whether or not those troubled restructured loans on non -
accrual are included in the subtotal of non -accrual loans contained in the nonperforming
asset table.   For example, we note you disclosed $32.4 million in total nonaccrual loans
as of September 30, 2012, however, we are unclear as to whether or not this includes
$17.0 million in nonaccrual troubled debt restructurings as of that date.  Also, please
provide enhanced Management’s Discussion and Analysis disclosures in future filings
detailing how management views both accruing and non -accruing troubled debt
restructured loans for the purposes of considering periodic loan loss provisions and the
determination of allowance for loan loss coverage ratios. Please also ensure that any
related financial statement footnote in this area contains sufficient granularity and
transparency regarding accruing and non -accruing troubled debt restructurings and is
consistent with other relevant disclosures.
We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure
in the filing to be certain that the filing s include the information the Securities Act of 1933 and

Clint E. Stein
Columbia Banking System, Inc.
November 29, 2012
Page 7

 the Securities Exchange Act of 1934, and all Securities Act and Exchange Act rules, in each case
as applicable, requi re.  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 you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it d oes 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 responsib ility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting a cceleration 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.  Please allo w
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Marc Thomas  at (202) 551 -3452  or John Nolan  at (202) 551 -3492  if
you have questions regarding comments on the financia l statements and related matters.  Please
contact Erin Purnell  at (202) 551 -3454  or me at (202) 551 -3464 with any other questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc. Via E -mail
 Stephen Klein
 Graham & Dunn  PC

February 6, 2012
Via E-Mail

Melanie J. Dressel Chief Executive Officer Columbia Banking System, Inc. 1301 A Street  Tacoma, WA 98402
Re: Columbia Banking System, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 1, 2011 File No. 000-20288

Dear Ms. Dressel:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ Kathryn McHale
Kathryn McHale Senior Staff Attorney

CORRESP
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		COLB Supplemental Comment Letter Response

Via EDGAR

February 3, 2012

Mr. Marc Thomas

Review Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Mail Stop 4561

Re:    Columbia Banking System, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed March 1, 2011

Form 10-Q for the Fiscal Quarter Ended September 30, 2011

Filed November 8, 2011

File No. 000-20288

Dear Mr. Thomas:

This letter sets forth supplemental responses of Columbia Banking System, Inc. (the “Company”) to comments of the staff of the U.S. Securities and Exchange Commission (“SEC”), Division of Corporation Finance (“Division”) contained in your letter dated November 18, 2011 regarding the Form 10-Q filed by the Company for the period ended September 30, 2011.  This letter supplements responses provided by the Company on December 16, 2011 and addresses the design of certain controls over services provided by a third-party related to loans accounted for under the FASB Accounting Standards Codification Subtopic 310-30, Receivables: Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC 310-30”).

The Company's core loan servicing system does not have the capability to perform expected cash flow loan accounting as prescribed by ASC 310-30; accordingly, the Company accounts for those loans utilizing an effective yield model (the “EYM” or “model”) purchased from a third-party provider.  The EYM was developed by the third-party provider, a national accounting and consulting firm, to track the carrying value of acquired loans that have evidence of credit quality deterioration. The model is a distributed software application that is built on the .NET framework. The model is a web-based application with an Oracle database for storage.

OVERVIEW OF THIRD-PARTY PROVIDER SERVICES

Monthly Services

Monthly loan data processing in the model is performed by the third-party provider utilizing core loan servicing system data provided by the Company.  Once the loan data processing is complete, a report package of results is provided back to the Company and certain of those reports are the basis upon which the Company records journal entries to the general ledger.

1

Monthly model output includes:

•

 Loan interest income calculated utilizing the effective yield,

•

 Federal Deposit Insurance Corporation (“FDIC”) indemnification asset amortization/accretion measured on the same basis as the loans covered under FDIC loss-sharing agreements,

•

 Balance sheet reclassification of amounts from the FDIC indemnification asset to FDIC receivable and/or other real estate owned (“OREO”) indemnification asset based upon loan charge-off activity,

•

 Carrying value of loans transferred to OREO during the period, and

•

 Allowance for loan loss activity.

Quarterly Services

Quarterly, the Company re-measures expected future loan cash flows for loans accounted for under ASC 310-30.  Assumptions utilized in this process include projections related to probability of default (“PD”), severity or loss given default (“LGD”), prepayment and recovery lag.  The Company internally develops projections related to LGD and recovery lag based upon a loan charge-off and recovery analysis, whereas projections related to PD and prepayment are currently calculated utilizing a loan migration analysis.  This loan migration analysis is performed by the third-party provider utilizing historical core loan servicing system data provided by the Company.

Quarterly loan migration output includes:

•

 Cumulative default curves

•

 Yearly prepayment curves

The curves identified above are converted to conditional default and conditional prepayment rates.  Those rates, along with assumptions related to LGD and recovery lag, are then loaded as inputs into the EYM in order to calculate expected future loan cash flows.  Once the quarterly re-measurement is complete, a report package of results is provided back to the Company and certain of those reports are the basis upon which the Company records journal entries to the general ledger to reflect the re-measurement.

Quarterly model output from the re-measurement of expected future loan cash flows includes:

•

 Impairment and/or recapture of previous impairment at the loan pool level,

•

 Change in loan pools' effective yield at which interest income is recorded for the subsequent quarter, and

•

 Adjustment to future FDIC indemnification asset amortization/accretion based upon revised expectations of loan losses.

COMPANY CONTROLS RELATED TO THIRD-PARTY PROVIDER SERVICES

The Company has been unable to obtain a Statement on Standards for Attestation Engagements No. 16, Reporting on Controls at a Service Organization report from its third-party EYM provider.  Accordingly, the Company utilizes a combination of preventative and detective controls for information provided to and output received from the third-party provider.  This combination of input and output controls assists the Company in gaining comfort with data received from the third-party provider.  The operational effectiveness of EYM-related controls is subject to review by the Company's internal audit department on a quarterly basis.  The following section provides a summary of selected controls segregated by type of service:

2

Monthly Services

The Master Data Requirements (“MDR”) file is the source document utilized to transfer loan data from the Company's core loan servicing system to the EYM.  The MDR file is an MS Excel workbook containing selected loan-level details, including monthly cash flow data.  The MDR file is extracted from the Company's core loan servicing system and the following checks are performed prior to delivery to the third-party provider for processing:

•

 Roll-forward of loan-level unpaid principal balance from the prior month-end (a loan cash flow roll-forward),

•

 Reconciliation/comparison of the following to the general ledger,

◦

 Month-end loan balance outstanding,

◦

 Month-end accrued interest receivable,

◦

 MTD interest income,

◦

 Loan charge-off activity.

•

 Count of loans included in the MDR agrees to prior period,

•

 Net realizable value of OREO included in the MDR agrees to supporting documentation, and

•

 Loans removed from FDIC loss-sharing, if any, are flagged appropriately in the MDR.

Once the EYM loan data processing is complete, a report package of results is provided back to the Company.  The following checks are performed monthly on report data:

•

 Loan charge-off data, including OREO transfers, from the reports are traced up to the general ledger activity,

•

 Reconciliation of loan portfolio carrying value per the EYM to the general ledger.

Other output controls that are performed periodically but with a frequency less than monthly include:

•

 Recalculation of month-to-date interest income based upon the effective yield,

•

 Recalculation of indemnification asset amortization, and

•

 Recalculation of balance sheet amounts reclassified between FDIC indemnification asset and FDIC receivable.

Quarterly Services

Loan Migration Analysis

The MDR file described above is also the source document utilized in the loan migration analysis.  Controls related to the MDR file described in the 'Monthly Services' section above are applicable for quarterly services as well.  Key loan-level data within the MDR file utilized to perform the loan migration analysis includes loan delinquency status (i.e. Current, 31-60, 61-90 days past due) and loan principal balance.

Prior to performing the loan migration analysis, the Company compares the past due data utilized by the third-party provider to the MDR file originally provided.  In addition, the past due data is compared to other loan reports extracted from the core loan servicing system.  Once the loan migration analysis is completed, the Company analytically reviews the results to determine if the changes in default probability projections are consistent with the changes in loan delinquency over the transition period (generally, one year).

Re-measurement of Expected Future Loan Cash Flows

The re-measurement of expected future loan cash flows is performed within the EYM utilizing projections related to probability of default, loss given default, prepayment and recovery lag.  Those projections are input into the EYM and expected loan cash flows are re-measured based upon those assumptions.  Subsequent to processing, a report package of results is provided back to the Company.  The following checks are performed on the report data:

•

 Comparison of assumptions utilized in the model to assumptions provided by the Company,

•

 Analytical review of results to determine if expected cash flows generated by the model are consistent with expectations based upon inputs,

•

 Review and approval of results by committee comprised of certain executive and senior management from both the credit administration and accounting and finance departments.

3

In connection with this response, the Company acknowledges that: (1) it is responsible for the adequacy and accuracy of the disclosure in the filing; (2) SEC staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (3) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  We trust that the above is fully responsive to your comments. However, if you have any further questions or concerns, please do not hesitate to call me directly at (253) 305-1966.

Sincerely,

/s/ Gary R. Schminkey

Gary R. Schminkey

Executive Vice President and

Chief Financial Officer

cc: Mr. Dave Irving, Securities and Exchange Commission

Mr. Marc Thomas, Securities and Exchange Commission

Stephen M. Klein, Graham & Dunn

David Haslip, Deloitte & Touche LLP

4

CORRESP
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		COLB SEC 11.18.2011 Comment Letter Response

Via EDGAR

December 16, 2011

Mr. Marc Thomas

Review Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Mail Stop 4561

Re:    Columbia Banking System, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed March 1, 2011

Form 10-Q for the Fiscal Quarter Ended September 30, 2011

Filed November 8, 2011

File No. 000-20288

Dear Mr. Thomas:

This letter sets forth the responses of Columbia Banking System, Inc. (the “Company”) to the comments of the staff of the U.S. Securities and Exchange Commission (“SEC”), Division of Corporation Finance (“Division”) contained in your letter dated November 18, 2011 regarding the Form 10-Q filed by the Company for the period ended September 30, 2011.  For convenience and ease of review, we have reprinted below the text of each comment in your correspondence, followed by the Company's response.

Comment No.1:

Form 10-Q for the Period Ended September 30, 2011

Item 1. Financial Statements (unaudited)

Notes to Unaudited Consolidated Condensed Financial Statements

Note 8. Covered Assets and FDIC Loss Sharing Asset, page 21

1.    Please provide us with and revise future filings to include a rollforward of the allowance for loan losses as it relates to covered loans for the periods presented.

Response No. 1:

See Proposed Revised Disclosure No. 1 below.

Mr. Marc Thomas, Review Accountant

United States Securities and Exchange Commission

Page 2

Proposed Revised Disclosure No. 1:

The following is a summary of the activity in the allowance for loan losses on covered loans:

 Three Months Ended

 Nine Months Ended

 September 30,

 September 30,

(in thousands)

 2011

 2010

 2011

 2010

Beginning balance

 $

 7,948

 $

 —

 $

 6,055

 $

 —

Loans charged off

 (312

 )

 —

 (355

 )

 —

Recoveries

 258

 —

 315

 —

Net chargeoffs

 (54

 )

 —

 (40

 )

 —

Provision charged to expense

 433

 453

 2,312

 453

Ending balance

 $

 8,327

 $

 453

 $

 8,327

 $

 453

Comment No. 2

2.    We note the information provided in response to prior comments fifteen through seventeen in the letter dated August 31, 2011. Based on the level of information supplementally provided and given the ongoing and significant level of FDIC Assisted Transactions in which the Company has entered into, please provide us with and revise future filings to include a rollforward of your loans accounted for under ASC 310-30 which reconciles your contractual receivable to your carrying amount for each of the periods presented. Your revised disclosures should also include disaggregated information pertaining to your nonaccretable yield.

Response No. 2:

The requested data for the current and prior-year period is not readily available.  See Proposed Revised Disclosure No. 2 below for template of rollforward of loans accounted for under ASC 310-30 to be included in future filings.

Proposed Revised Disclosure No. 2:

The following table is a rollforward of loans accounted for under ASC 310-30 for the period indicated:

 Contractual

 Nonaccretable

 Accretable

 Carrying

(in thousands)

 Cash Flows

 Difference

 Yield

 Amount

Balance at beginning of period

 $

 —

 $

 —

 $

 —

 $

 —

Principal reductions

 —

 —

 —

 —

Accretion of loan discount

 —

 —

 —

 —

Transfers between nonaccretable difference and accretable yield

 —

 —

 —

 —

Reduction due to removals

 —

 —

 —

 —

Balance at end of period

 $

 —

 $

 —

 $

 —

 $

 —

Mr. Marc Thomas, Review Accountant

United States Securities and Exchange Commission

Page 3

Comment No. 3

3.    Please provide us with and revise future filings to include more detailed information as it relates to the FDIC Loss Sharing Asset rollforward, individually identifying and quantifying the amount the change in expected cash flows has on the asset. You should also specifically discuss in detail the “other” adjustments which impact the carrying value of this asset.

Response No. 3:

Expected loan cash flows on loans accounted for under ASC 310-30 measured during the quarter ended September 30, 2011, increased for certain loan pools from the previous quarter's measurement.  This increase in expected cash flows resulted in a decrease of $3.2 million of cash the Company expects to collect from the FDIC in the future.  The effect of this cash flow reduction to the FDIC indemnification asset will be amortized from the asset over its remaining life, approximately 8 years, utilizing the effective interest method.

For the three and nine months ended September 30, 2011, $1.6 million and $7.6 million, respectively, of the “other” adjustments was additional amortization recorded by the Company for cash flows received on certain other loan pools with a zero carrying value.  This additional amortization is measured as 80% of the cash flows received for those certain pools and is recorded to maintain symmetry between covered loan cash flows and the FDIC indemnification asset.  For the three and nine months ended September 30, 2010, the amount of additional amortization included in the “other” adjustment was $6.6 million.  In future filings, the Company will include such amounts in the “Amortization, net” adjustment.

For the three and nine months ended September 30, 2011, $1.5 million and $3.5 million, respectively, of the “other” adjustments was removal of indemnification asset from sales of covered other real estate owned.  For the three and nine months ended September 30, 2010, $397 thousand and $950 thousand, respectively, of the “other” adjustments was removal of indemnification asset from sales of covered other real estate owned.  In future filings, to the extent material, the Company will disclose the sales of covered real estate owned as a separate line item in the FDIC loss-sharing asset rollforward.

Proposed Revised Disclosure No. 3:

FDIC Loss-sharing Asset

The Company has elected to account for amounts receivable under loss-sharing agreements with the FDIC as an indemnification asset in accordance with the Business Combinations topic of the FASB ASC.  The FDIC indemnification asset is initially recorded at fair value, based on the discounted expected future cash flows under the loss-sharing agreements.  The difference between the present value and the undiscounted cash flows the Company expects to collect from the FDIC is accreted into noninterest income over the life of the FDIC indemnification asset.

Subsequent to initial recognition, the FDIC indemnification asset is reviewed quarterly and adjusted for any changes in expected cash flows.  These adjustments are measured on the same basis as the related covered assets.  Any decrease in expected cash flows due to an increase in expected credit

Mr. Marc Thomas, Review Accountant

United States Securities and Exchange Commission

Page 4

losses will increase the FDIC indemnification asset and any increase in expected future cash flows due to a decrease in expected credit losses will decrease the FDIC indemnification asset.

At September 30, 2011, the FDIC loss-sharing asset was $193.9 million which was comprised of a $186.5 million FDIC indemnification asset and a $7.4 million FDIC receivable. The FDIC receivable represents amounts due from the FDIC for claims related to covered losses the Company has incurred less amounts due back to the FDIC relating to shared recoveries.

The following table summarizes the activity related to the FDIC loss-sharing asset for the three and nine months ended September 30, 2011 and 2010:

 Three months ended

September 30,

 Nine months ended

September 30,

(in thousands)

 2011

 2010

 2011

 2010

Balance at beginning of period

 $

 209,694

 $

 226,745

 $

 205,991

 $

 —

Adjustments not reflected in income

Established through acquisitions

 —

 —

 68,734

 210,405

Cash received from the FDIC

 (6,108

 )

 (11,198

 )

 (51,000

 )

 (11,198

 )

FDIC reimbursable losses, net

 1,138

 416

 2,192

 13,357

Adjustments reflected in income

Amortization, net

 (10,928

 )

 (4,211

 )

 (32,556

 )

 (259

 )

Impairment

 921

 —

 2,424

 —

Sale of other real estate

 (1,471

 )

 (397

 )

 (3,487

 )

 (950

 )

Other

 623

 72

 1,571

 72

Balance at end of period

 $

 193,869

 $

 211,427

 $

 193,869

 $

 211,427

For the quarter ended September 30, 2011, increases in expected covered loan cash flows from the previous measurement resulted in a decrease of $3.2 million of cash the Company expects to collect from the FDIC in the future.  The effect of this reduction to the FDIC indemnification asset will be amortized from the asset over its remaining life, approximately eight years, utilizing the effective interest method.

Mr. Marc Thomas, Review Accountant

United States Securities and Exchange Commission

Page 5

In connection with this response, the Company acknowledges that: (1) it is responsible for the adequacy and accuracy of the disclosure in the filing; (2) SEC staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (3) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We trust that the above is fully responsive to your comments.  However, if you have any further questions or concerns, please do not hesitate to call me directly at (253) 305-1966.

Sincerely,

/s/ Gary R. Schminkey

Gary R. Schminkey

Executive Vice President and

   Chief Financial Officer

cc:    Mr. Dave Irving, Securities and Exchange Commission

     Stephen M. Klein, Graham & Dunn

David Haslip, Deloitte & Touche LLP

CORRESP
1
filename1.htm

Correspondence

November 22, 2011

 Stephen M. Klein

 Attorney

 sklein@grahamdunn.com

 VIA EDGAR

 Mr. Marc Thomas

 Review Accountant

 U.S. Securities and Exchange Commission

 Washington, DC 20549

Re:
Columbia Banking System, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2010

 Filed
March 1, 2011

 Form 10-Q for the Quarterly Period Ended September 30, 2011

Filed November 8, 2011

 Response dated October 31, 2011

 File No. 000-20288

Dear Mr. Thomas:

 This will confirm our
telephone conversation of November 21, 2011 wherein I advised you that Columbia intends to submit its’ response to your supplemental comment letter of November 18, 2011 by Friday, December 16, 2011.

Thank you for your cooperation in this matter. Please feel free to call me directly at 206-340-9648 if you have any questions.

Sincerely,

GRAHAM & DUNN PC

 /s/ Stephen M. Klein

 Stephen M. Klein

 SMK/sab

cc:
Mr. Marc Thomas (via email)

Mr. David Irving (via email)

 Ms. Melanie Dressel (via email)

November 18, 2011
Via E-Mail

Melanie J. Dressel Chief Executive Officer Columbia Banking System, Inc. 1301 A Street  Tacoma, WA 98402
Re: Columbia Banking System, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 1, 2011 Form 10-Q for the Fiscal Qu arter Ended September 30, 2011
Filed November 8, 2011 Response dated October 31, 2011 File No. 000-20288

Dear Ms. Dressel:
We have reviewed your supplemental res ponse to our letter dated August 31, 2011 and
have the following comments.  In our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have specif ically requested a draft of your proposed disclosures in future
filings, please ensure that it clearly identifies new, revised or deleted disclo sures, as appropriate.
If you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriat e, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.

Melanie J. Dressel
Columbia Banking System, Inc.
 November 18, 2011  Page 2

 Form 10-Q for the Period Ended September 30, 2011

Item 1. Financial Statements (unaudited)

Notes to Unaudited Consolidated Condensed Financial Statements

Note  8. Covered Assets and FD IC Loss Sharing Asset, page 21

1. Please provide us with and revise future filings to include a rollforward of the allowance for
loan losses as it relates to covere d loans for the periods presented.
 2. We note the information provided in response to  prior comments fifteen through seventeen in
the letter dated August 31, 2011.  Based on the le vel of information supplementally provided
and given the ongoing and significa nt level of FDIC Assisted Transactions in which the
Company has entered into, please provide us w ith and revise future filings to include a
rollfoward of your loans accounted for under AS C 310-30 which reconciles your contractual
receivable to your carrying amount for each of the periods presented.  Your revised
disclosures should also include disaggregated information pertaining to your nonaccretable
yield.

3. Please provide us with and revise future filings to include more detailed information as it
relates to the FDIC Loss Sharing Asset rollfor ward, individually iden tifying and quantifying
the amount the change in expected cash flows has on the asset. You should also specifically
discuss in detail the “other” adjustments which impact the carrying value of this asset.
 You may contact David Irving at (202) 551-3321 or Marc Thomas at (202) 551-3452 if
you have any questions.
Sincerely,
   /s/ Marc Thomas
Marc Thomas
        Review Accountant

CORRESP
1
filename1.htm

		COLB SEC Comment Letter Response 2011

Via EDGAR

October 31, 2011

Ms. Kathryn McHale

Staff Attorney

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Mail Stop 4561

Re:    Columbia Banking System, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed March 1, 2011

Definitive Proxy Statement on Schedule 14A

Filed March 21, 2011

Form 10-Q for the Fiscal Quarter Ended June 30, 2011

Filed August 8, 2011

File No. 000-20288

Dear Ms. McHale:

This letter sets forth the responses of Columbia Banking System, Inc. (the “Company”) to the comments of the staff of the U.S. Securities and Exchange Commission (“SEC”), Division of Corporation Finance (“Division”) contained in your letter dated August 31, 2011 regarding the Form 10-K filed by the Company for the fiscal year ended December 31, 2010, the Definitive Proxy Statement on Schedule 14A filed March 21, 2011 and the Form 10-Q filed by the Company for the fiscal quarter ended June 30, 2011.  For convenience and ease of review, we have reprinted below the text of each comment in your correspondence, followed by the Company's response.

Comment No.1:

Form 10-K for the Fiscal Year Ended December 31, 2010

General

1.

 Please tell us why you did not check the box on the first page of your 10-K to indicate whether you have submitted electronically and posted on your corporate website every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

1

Ms. Kathryn McHale, Staff Attorney

United States Securities and Exchange Commission

Page 2

Response No. 1:

Our understanding is that a company should not check the cover page box related to interactive data file compliance until it is required to submit those files.  Accordingly, the Company first checked the cover page box in question with its Form 10-Q for the fiscal quarter ended March 31, 2011.  Please see response to Comment No. 10 below for additional information related to the Company's requirement to submit interactive data.

Comment No. 2

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operation

General

2.

 In future filings, please include the separately-captioned section addressing off-balance sheet arrangements in the Management's Discussion and Analysis section of your report.  Please refer to Item 303(a)(4)(i) of Regulation S-K.

Response No. 2:

We have reviewed Item 303(a)(4)(i)of Regulation S-K and will include the separately-captioned section addressing off-balance sheet arrangements in the Management's Discussion and Analysis section of future filings.

Proposed Revised Disclosure No. 2:

Off-Balance Sheet Arrangements

In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount reflected in the consolidated balance sheets.

        Exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.  The Company evaluates each client's creditworthiness on a case-by-case basis.

        Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

        The Company had off-balance sheet loan commitments aggregating $612.0 million at December 31, 2010, an increase from $587.5.0 million at December 31, 2009. In addition, the Company had $31.2 million outstanding in standby letters of credit at December 31, 2010, a decrease from $32.9 million at December 31, 2009.

2

Ms. Kathryn McHale, Staff Attorney

United States Securities and Exchange Commission

Page 3

Comment No. 3

Item 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

Originated Loans, page 66

3.

 In regard to your restructured loans, please tell us and revise your future filings to address the following:

•

 Provide a robust discussion of your restructured loan activities.  Your discussion should include in tabular format quantification of the types of concessions made (e.g. rate reductions, payment extensions, forgiveness of principal, forbearance or other actions) and discussion of your successes or failures with the different types of concessions at 12/31/10, 3/31/11 and 6/30/11; and

•

 Disclose your policy regarding how many payments the borrower needs to make on restructured loans before returning loans to accrual status.

Response No. 3:

When modifying customer loans, we may provide multiple concessions for each modification. For example, a single loan modification may include rate reduction, term extension and, occasionally, principal reduction. Historically, we have not tracked modifications by type of concession and we do not believe the type of concession will necessarily be predictive of re-default.  Further, loan modifications do not comprise a significant component of our loan portfolio.  The following table summarizes our troubled debt restructurings at each date, respectively:

(in thousands)

 June 30, 2011

 March 31, 2011

 December 31, 2010

Nonaccrual, restructured loans

 $

 4,775

 $

 7,304

 $

 10,525

Restructured loans accruing interest

 6,681

 6,739

 6,505

Total restructured loans

 $

 11,456

 $

 14,043

 $

 17,031

Loans are returned to an accrual status when receipt of principal and interest payments, as they become contractually due, is probable based on the preponderance of evidence in the credit analysis, the borrower's successful past performance, or favorable performance under the modified terms of the loan agreement exceeds six months.  The following is an excerpt from our policy which specifically addresses this issue.

“The Bank may return a non-performing loan to accrual status if the loan is restructured in a legitimate “troubled debt restructuring” and the borrower performs satisfactorily for some period of time under the restructured terms, as follows:

1.

 The borrower is to demonstrate the ability to satisfactorily service the restructured loan. A period of payment performance is generally necessary in order to make an assessment of

3

Ms. Kathryn McHale, Staff Attorney

United States Securities and Exchange Commission

Page 4

collectability that would permit returning the loan to accrual status. Thus, the borrower must demonstrate an ability to service the restructured debt before the Bank can consider returning the loan to accrual status. This ability is usually demonstrated by some period of repayment under the restructured loan terms. Generally, this period is at least six months for a monthly amortizing loan.

2.

 There is to be no reasonable doubt as to the ultimate collectability of the restructured principal amount. As long as any reasonable doubt exists as to the ultimate collectability of the restructured loan balance, returning the loan to accrual status is not appropriate nor is it appropriate to recognize interest income as received when such doubt exists.”

Comment No. 4

Item 11.  Executive Compensation (incorporate by reference to the Definitive Proxy Statement filed March 21, 2011)

Compensation Discussion and Analysis

Key Elements

Short-Term Incentives, page 28

4.

 In future filings, please expand your discussion to provide additional analysis of the effect of individual performance on incentive compensation.  We note that your disclosure suggests that it is a significant factor considered by the company.  You should provide additional detail and an analysis of how individual performance contributed to actual compensation for the named executive officers.  For example, disclose the elements of individual performance, both quantitative and qualitative, and specific contributions the company considered in its evaluation.  See Item 402(b)(2)(vii) of Regulation S-K.

Response No. 4:

In future filings, to the extent that individual performance is a significant factor, we will expand our discussion of short-term incentive compensation to provide additional analysis of the effect of individual performance on incentive compensation.  The expanded discussion will include additional detail and analysis of how individual performance contributed to actual compensation for the named executive officers, specifying any quantitative and qualitative elements of individual performance, and specific strategic contributions to the Company considered in the Company's evaluation.

4

Ms. Kathryn McHale, Staff Attorney

United States Securities and Exchange Commission

Page 5

Proposed Revised Disclosure No. 4:

The following is an example of disclosure that could be included in future filings, to the extent relevant:

The cash bonus payouts to the Named Executives for 20XX were based in part on the following elements of individual performance and specific contributions to Columbia's overall performance in 20XX.

Named Executive

 Individual Performance Elements and Contributions

CEO

 •   Led Columbia to earnings per share that exceeded budget and peer median.

CFO

 •   Drove reduction in expenses and increased performance of the securities portfolio.

NEO

 •   Successfully integrated the operations of acquisitions.

NEO

 •   Improved the resolution of problem credits and successfully managed FDIC loss-share compliance.

NEO

 •   Successfully integrated over XXX employees who joined Columbia through acquisitions.

Comment No. 5

Summary Compensation Table, page 35

5.

 In the preceding pages, you describe what appears to be a non-equity compensation plan but you have recorded awards under this plan in the bonus column of the Summary Compensation Table.  In future filings, please add a non-equity compensation plan column or explain to the staff why this is not appropriate.

Response No. 5:

In future filings, when non-equity incentive plan compensation has been earned by any named executive officer for services during the fiscal year, we will report such compensation under a column for non-equity incentive plan compensation as required by Regulation S-K Item 402(c)(2)(vii).   The amounts shown in the “Bonus” column of the 2010 Summary Compensation Table represent discretionary bonuses awarded to the named executive officers for 2010 performance.

The Company did not make any non-equity incentive plan awards to named executive officers for 2010 because, at the beginning of 2010 and through most of the year, the Company was subject to the compensation restrictions under the rules applicable to participants in the U.S. Treasury Capital Purchase Program (“CPP Rules”), including but not limited to a prohibition on paying or accruing any cash incentive awards to the named executives other than Mr. Roberts, who the Personnel and Compensation Committee of the Company's Board of Directors (the “Committee”) determined to treat consistently with the other named executives in this respect.  Because no cash incentive awards were permitted to be paid or accrued under the CPP Rules during the time the Company's preferred stock issued to the Treasury (the “Treasury Preferred Stock”) was outstanding (i.e., through August 11, 2010), particularly in early 2010 when the Committee made decisions

5

Ms. Kathryn McHale, Staff Attorney

United States Securities and Exchange Commission

Page 6

regarding allocations among various elements of total direct compensation for the named executives, no “non-equity incentive plan” within the meaning of Regulation S-K Item 402(a)(6) was established for 2010 and therefore no non-equity incentive plan awards were made for 2010 performance.  The Company developed scorecards with performance goals and weightings covering the named executives as a means of driving and assessing their performance against critical goals and to provide a reference for the Committee to use in determining 2010 cash incentive awards, if any, in the event Columbia redeemed the Treasury Preferred Stock during 2010, as was the case.  In early 2011, the Committee determined to award discretionary bonuses to all named executives, using the Company's performance against the goals established for the Chief Executive Officer for 2010 as a reference to assess Company and executive performance.

Comment No. 6

6.

 Please amend your 10-K to reflect the correct compensation for your executive officers.  We note that Mr. Nelson's compensation figures for 2009 and 2010 do not appear to add up to the total reflected in your table.

Response No. 6:

We will amend our 2010 Form 10-K to correctly report Mr. Nelson's bonus of $91,450 as 2010 bonus compensation.  Although the printed proxy statement delivered to shareholders was correct, the EDGAR filing of the proxy statement prepared by the Company's financial printer inadvertently reported that bonus amount as 2009 compensation.

Comment No. 7

2010 Grants of Plan-Based Awards, page 36

7.

 We note your disclosure in this section; however, the triggering event for the GPBA table is the date on which the compensation committee approved the plan-based award, not the date on which cash or stock was actually paid. In addition, you appear to have paid awards in connection with a non-equity incentive plan which would require disclosure in this table of the threshold, target and maximum amounts payable. If you believe that disclosure of the performance targets is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide supplemental analysis supporting your conclusion. In particular, your competitive harm analysis should justify why you do not intend to disclose what appear to be historical financial performance objectives, and it should clearly explain the nexus between disclosure of the historical performance objectives and the competitive harm that is likely to result from disclosure.

Response No. 7:

The timing of the regular annual equity incentive award grant for 2010 was shifted such that equity incentive awards for named executive officers were approved by the Committee and granted to the named executive officers on December 29, 2009.  As such, they were reported in the 2009 Grants of Plan-Based Awards table in the Company's definitive proxy statement filed March 22, 2010.

6

Ms. Kathryn McHale, Staff Attorney

United States Securities and Exchange Commission

Page 7

The Committee did not approve any awards reportable in the Grants of Plan-Based Awards table for 2010.

As discussed in our response to Comment 5 above, we did not grant any non-equity incentive plan awards for 2010.

Comment No. 8

Item 13. Certain Relationships and Related Transactions, and Director Independence

(incorporated by reference to the Definitive Proxy Statement filed March 21, 2011)

Interest of Management in Certain Transactions, page 49

8.

 Please revise the title of this section to alert the reader to the fact that the disclosures required by Item 404 cover transactions for more than just “management” (security holders covered by Item 403(a) of Regulation S-K are also covered).

Response No. 8:

In future filings we will revis

CORRESP
1
filename1.htm

Correspondence to the SEC

 September 9, 2011

 Stephen M. Klein

 Attorney

 206-340-9648

sklein@grahamdunn.com

 VIA EDGAR

 Ms. Kathryn McHale

 Staff Attorney

 U.S. Securities and Exchange Commission

 Washington, DC 20549

Re:
Columbia Banking System, Inc.

 Forms 10-K for the Fiscal Year Ended December 31, 2010

 Filed March 1,
2011

 Definitive Proxy Statement on Schedule 14A

Filed March 21, 2011

 Form 10-Q for the Fiscal Quarter Ended June 30, 2011

 Filed August 8,
2011

 File No. 000-20288

 Dear Ms. McHale:

 This will confirm our telephone conversation this morning on behalf of our
client, Columbia Banking System, Inc. (“Columbia”). During the conversation, you agreed that it was acceptable for Columbia to extend the response date to your comment letter until Monday, October 31, 2011, provided that Columbia address
the Staff’s future comments, to the extent possible, in Columbia’s September 30, 2011 10-Q Report.

 We appreciate your cooperation
in this matter. Please feel free to call me directly at 206-340-9648 if you have any questions.

 Sincerely,

GRAHAM & DUNN PC

 /s/ Stephen M. Klein

 Stephen M. Klein

cc:
Mr. Michael F. Johnson (via email)

 Ms. Melanie Dressel (via email)

 Mr. Gary Schminkey (via email)

Mr. Barry Ray (via e-mail)

 Pier 70

 2801 Alaskan Way ~ Suite 300

Seattle WA 98121-1128

Tel 206.624.8300

Fax 206.340.9599

www.grahamdunn.com

August 31, 2011
Via E-Mail

Melanie J. Dressel Chief Executive Officer Columbia Banking System, Inc. 1301 A Street  Tacoma, WA 98402
Re: Columbia Banking System, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 1, 2011 Definitive Proxy Statement on Schedule 14A Filed March 21, 2011 Form 10-Q for the Fiscal Quarter Ended June 30, 2011
Filed August 8, 2011 File No. 000-20288

Dear Ms. Dressel:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.    General

 1. Please tell us why you did not check the box on the first page of your 10-K to indicate
whether you have submitted electronically a nd posted on your corporate website every
Interactive Data File requi red to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months.

Melanie J. Dressel
Columbia Banking System, Inc. August 31, 2011 Page 2

 Item 7. Management’s Discussion and Analysis of  Financial Condition and Results of Operation

 General

 2. In future filings, please include the separate ly-captioned section addressing off-balance
sheet arrangements in the Management’s Disc ussion and Analysis sec tion of your report.
Please refer to Item 303(a)(4)(i) of Regulation S-K.
 Item 8.  Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

 Note 1.  Summary of Significant Accounting Policies

 Originated Loans, page 66

 3. In regard to your restructured loans, please tell  us and revise your future filings to address
the following:

 Provide a robust discussion of your restruct ured loan activities. Your discussion
should include in tabular format quantifica tion of the types of concessions made (e.g.
rate reductions, payment extensions, forgiv eness of principal, forbearance or other
actions) and discussion of your successes or failures with the different types of
concessions at 12/31/10, 3/31/11 and 6/30/11; and
 Disclose your policy regarding how many payments the borrower needs to make on
restructured loans before retu rning loans to accrual status.
 Item 11. Executive Compensation (incorporated by reference to the Definitive Proxy Statement
filed March 21, 2011)
 Compensation Discussion and Analysis

 Key Elements

 Short-Term Incentives, page 28

 4. In future filings, please expand your discussi on to provide additional analysis of the
effect of individual performance on incen tive compensation.  We note that your
disclosure suggests that it is a significant factor considered  by the company.  You should
provide additional detail and an analysis of  how individual performance contributed to
actual compensation for the named executive officers.  For example, disclose the elements of individual performance, both quantitative and qualitative, and specific
contributions the company considered in its evaluation.  See Item 402(b)(2)(vii) of
Regulation S-K.

Melanie J. Dressel
Columbia Banking System, Inc. August 31, 2011 Page 3

 Compensation Tables

 Summary Compensation Table, page 35

 5. In the preceding pages, you describe what a ppears to be a non-equity compensation plan
but you have recorded awards under this pl an in the bonus column of the Summary
Compensation Table.  In future filings, please add a non-equity compensation plan column or explain to the staff why this is not appropriate.
 6. Please amend your 10-K to reflect the correct compensation for your executive officers.
We note that Mr. Nelson’s compensation fi gures for 2009 and 2010 do not appear to add
up to the total reflected in your table.
 2010 Grants of Plan-Based Awards, page 36

 7. We note your disclosure in this  section; however, th e triggering event for the GPBA table
is the date on which the compensation comm ittee approved the plan-based award, not the
date on which cash or stock was actually pai d.  In addition, you a ppear to have paid
awards in connection with a non-equity incentiv e plan which would re quire disclosure in
this table of the threshold, target and ma ximum amounts payable.  If you believe that
disclosure of the performance targets is  not required because  it would result in
competitive harm such that the targets coul d be excluded under Instruction 4 to Item
402(b) of Regulation S-K, please provide  supplemental analysis supporting your
conclusion.  In particular, your competitive harm analysis should  justify why you do not
intend to disclose what appear  to be historical financia l performance objectives, and it
should clearly explain the nexus between di sclosure of the historical performance
objectives and the competitive harm that is likely to result from disclosure.
 Item 13. Certain Relationships and Related Transactions, and Di rector Independence
(incorporated by reference to the Definitive Proxy Statement filed March 21, 2011)
 Interest of Management in Certain Transactions, page 49

 8. Please revise the title of this section to aler t the reader to the fact  that the disclosures
required by Item 404 cover transactions for more than just “management” (security
holders covered by Item 403(a) of Regulation S-K are also covered).
 9. Please represent to the staff that your transa ctions with related parties “were made on
substantially the same terms, including interest  rates and collateral, as those prevailing at
the time for comparable loans with  persons not related to the lender
” or provide the
additional disclosures required by Item 404 of  Regulation S-K.  Please make sure all
future filings clarify this disclosure.  Pl ease refer to Instruction 4 to Item 404(a).

Melanie J. Dressel
Columbia Banking System, Inc. August 31, 2011 Page 4

 Item 15. Exhibits, Financial Statement Schedules

 (a)(3) Exhibits, page 110

 10. We are unable to locate the interactive data required to be filed as an exhibit to your
Form 10-K for the fiscal year ended Decem ber 31, 2010 and Forms 10-Q for the fiscal
quarters ended June 30, 2010 and September 30, 2010.  Please advise.  Refer to Item
601(b)(101)(i)(B) of Regulation S-K and Rule 405(f)(2) of Regulation S-T.  Please also
note that the failure to comply with the in teractive data requirements may impair the
company’s eligibility use Form S-3, among other things.
11. Companies are required to post XBRL data on their public websites  by the end of the
calendar day on which a periodic report was f iled with the SEC or was required to be
filed (whichever is earlier), and the XBRL data must remain on the company’s website
for 12 months.  We are unable to lo cate the XBRL data on your website,
https://www.columbiabank.com
.  Please advise.

Signatures, page 111
 12. Your 10-K must be signed by, among others, your controller or principal accounting
officer.  Refer to General Instruction D( 2)(a) of Form 10-K.  We note that Mr.
Schminkey is your chief financial officer, bu t it is unclear whether he is also your
controller or principal accounting officer.  If s o, please confirm.  Further, please ensure
that future filings identify the controller or principal accounting officer as such on the
signature page.
 Form 10-Q for the Period Ended June 30, 2011

 Item 1.  Financial Statements (unaudited)

 Notes to Unaudited Consolidated Condensed Financial Statements

 Note 7.  Allowance for Loan and Lease Losse s and Unfunded Commitments and Letters of
Credit, page 14
 13. We note that you eliminated the unallocated po rtion of the allowance for loan and lease
losses for noncovered loans thr ough a reduction of ($3.3 million)  in the provision for loan
losses during the 3 months ended March 31, 2011 .  We note further th at you recorded a
$854 thousand provision for loan losses for the unallocated portion of the allowance for
loan and lease losses during the 3 months e nded June 30, 2011.  Please tell us and revise
future filings to more clearly describe how you arrived at the allowance for loan losses
amounts allocated to the various loan categor ies versus the unallocated amount. Discuss
any specific trends or changes from prior period s in environment factors that gave rise to
the changes.

Melanie J. Dressel
Columbia Banking System, Inc. August 31, 2011 Page 5

 Note 8.  Covered Assets and FD IC Loss-Sharing Asset, page 19

14. We note that you combined cash receipts, di sposals and changes in cash flows in the
accretable yield rollforward table on page 20.  Please provide us, and revise in future
filings, the rollforward of activity for the accre table yield recorded for purchased loans to
reflect the specific amounts attributable to additions, accretion, disposals of loans, and
reclassifications to or from nonaccretable  difference during the period as required by
ASC Subtopic 310-30-50-2.2.

15. Please provide us with and revise future f ilings, to include a rollfoward of your loans
accounted for under ASC 310-30 which reconciles  your contractual re ceivable to your
carrying amount.  Your revised disclosure s hould also include disaggregated information
pertaining to your nonaccretable yield.

16. Please tell us and disclose how the remain ing amounts of the both the contractual and
expected cash flows are determined at each reporting period.
17. Please tell us and disclose how the amount of movement between the nonaccretable and
accretable differences’ and the related impact on the indemnification asset is determined
at each reporting period. You should discuss the reasons for any material changes in
MD&A and the notes to the financial statemen ts.  In your response,  please also address
the significant increase in the accretable yiel d due to the transfer from the nonaccretable
difference which occurred during fiscal 2010.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Melanie J. Dressel
Columbia Banking System, Inc. August 31, 2011 Page 6

 You may contact David Irving, Staff Account ant, at (202) 551-3321, if you have any
questions regarding comments on the financial st atements and related matters.  If you have
additional questions regardi ng financial matters, you may c ontact Marc Thomas, Staff
Accountant, at (202) 551-3452.  Please address questions rega rding all other comments to
Michael F. Johnson, Staff Attorney, at (202) 551-3477 or, if you thereafter need further
assistance, to me at (202) 551-3464.
Sincerely,
   /s/ Kathryn McHale
Kathryn McHale Staff Attorney

UNITED STATE
SECURITES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
P1VISION Of
COlOlATION FJ..NCE
Mail St(p 4720
Juy 22, 2009
Mr. Ga R. Schinkey
Executive Vice Prident and Chief Financial Ofcer
Columbia Baning System Inc.
1301 "A" Strt '*
Tacoma, Washington 98402
Re: Çnlumbia Banking System, Inc.
Form iø. for the FÎleal Year Ended Decenier 31, 2008
Form 1O- for the Period Ended March 31. 200
Form 8-K Filed June is. Z009
File No. 000-20288
De Mr. Schiìney:
We have reviewed yt\U response datt May 28, 2009 to our comment lette.r dm
Aprî130, 2009 an have the following con'lent$. Wher indicated, we th your
documents should be revise. If you disagr, we will consider your explantion as to
why our comment are inapplicable or a revision is uncessa. Please be as detaed as
necear in your explanation. In your response, plea indicate your Ìlw..-nt to include the
requesed revision in fit\Ue fùîngs and provide a dr of your propose disclosure. In
some of our comments, we may ask you to provide us with informtion so we may better
under your disclosur. After reewing th informaton, we may have additio.na
oomments.
* * **

.M. Gar R. Schminkey
Columbia Bang System, Inc.
July 22, 2009
Page 2 00
form 10-K for the Fisc Y ~ EDged Decembe 31, 2008
Item 7. Mangement's Discussion and Anvsis of Financial Condition and Results of
Opration
Critical Accounting Polici~.
Valuation and Recovcrabiltv of Goodwill. Plle 27
1. We note your respnse to pror comment 2 in our lettr dated April 30, 2009.
Considcringthe natu and complexity of ths crtiea estimate we believe
expaned disclosur would be beneficial to ~ investr. Please revise your futu
fiings (sting with xour Form i O-Q for the period ended June 30, 2009) to
include disclosur conSisteii with the informaton provided in your
corrspondence to us datÑ.ay28, 2009.
2. Considering the severity of the inormation disclosed in your Form 8-K filed June
15,2009 (i.e. compavely high provision), tell us how you consider
parh 17 of SF AS 142 when determig 1f additional interi goodwil
impairment testing WdS necsar and provide the results of such testi if
applicale. See alo our comment above.
Financial Condition
Loan Portolio. page 38
3 . We note your respons to prior comment 4 in our lett dated April 30, 2009.
Additionally. we note your disclosur in the Form 8-K fi1ed June 15, 2009
concerng the provision for loa losss related to previously disclosed
nonperforming residetial consction loans. Pleae tell us, and addrss the
followig in fue filings concerng impared loas:
· in those inst where you determined that a loan was impaire. explain in
detl how you deted the fa value of the underlyin collatera. Your
response should discss. but not be lìmited to, valuation models and
technques us signficant asumptions used, aprasas obtaed (timing,
th-par orin-house apprisas, etc.), ote; and
· in reds to the preceing point, tell us how .frequently you upda your
valuations on yourimpaì loan and the das of you las apprasals andJor
internal valuation estimates for mateal impai loans rerded with added
emphasis on the loan tht requied a spefic allowace asdiscloscd in the
June 15, 2009 8~K.
2

Mr. Gar R. Schminkey
Coliubia Bang System Inc.
July 22, 2009
Page 3 of3
Form &-K Filed June 15. 2009
4. We note your presentation of adjusted pre-ta income excludg loan losses and
certn items. In our previously issued comment 1 in our lettr dated Apñl30,
2UU9, we referenc the applicabilty ofItem 10 (e)(l) ofRegution S-K andits
applicabilty to Item 2.02 Form 8-K. We also note Item 1 OC e)(l )(ií)(B) of
Regulaton S-K prohibits using anon-GAA performance meaure to eliminate or
smooth items identified as non-reurng, infrUet QC unusua, when the natu
of th chare is such tht it is renaly likely to recr with two yeas or ther
was a sirilarcharge within the pñor two Yea. Accrdingly, explai how your
meae of adjuste preta incoe (parcularly the adjusents excluding the
provision for loan losss. interst reverss, and impaents of investment
securties) conforms to ths j;resentatìon. Pleas advise or revise to eliminate such
adjustments frm ths an fftueñlings. For additional guidce, se Question #8
from the Frequently Asked Questions Regaing the Use ofNon-GAA Financial
Meaur, wmchcan be found on th SEC website.
.** 'l
You may contat Dave Irg, Sta Accountat, at (202) 551-3321, or me at (202)
551-3872 if you any questions.
Sincely,
Hug West
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

  Mail Stop 4720

October 6, 2009

Mr. Gary R. Schminkey Executive Vice President  and Chief Financial Officer Columbia Banking System, Inc. 1301 “A” Street Tacoma, Washington 98402
 Re:  Columbia Banking System, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
Form 10-Q for the Periods Ended June 30, 2009 and March 31, 2009 Form 8-K Filed June 15, 2009
  File No.  000-20288

Dear Mr. Schminkey:
We have completed our review of your Forms 10-K and related filings and have
no further comments at this time.

Sincerely,

Hugh West Branch Chief

CORRESP
1
filename1.htm

    filename1.htm

    Via
EDGAR

    August
12, 2009

    Mr. Hugh
West

    Branch
Chief

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Washington,
D. C.  20549

    Mail Stop
4720

    RE:          Columbia Banking System, Inc.

    Form
10-K for the Fiscal Year Ended December 31, 2008

    Form
10-Q for the Period Ended March 31, 2009

    Form
8-K Filed June 15, 2009

    File
No. 000-20288

    Dear Mr.
West:

    This
letter sets forth the responses of Columbia to the comments of the staff of the
SEC contained in your letter dated July 22, 2009 regarding the Form 10-K filed
by the Company for the fiscal year ended December 31, 2008, Form 10-Q for the
period ended March 31, 2009, and the Form 8-K filed June 15,
2009.  For convenience and ease of review, we have reprinted below the
text of the comment in your correspondence, followed by the Company’s
response.

    Comment No. 1

    Form 10-K for the Fiscal
Year Ended December 31, 2008

    Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations

    Critical Accounting
Policies

    Valuation and Recoverability
of Goodwill, page 27

              1.

              We
      note your response to prior comment 2 in our letter dated April. 30,
      2009.  Considering the nature and complexity of this critical
      estimate we believe expanded disclosure would be beneficial to an
      investor.  Please revise your future filings (starting with your
      Form 10-Q for the period ended June 30, 2009) to include disclosure
      consistent with the information provided in your correspondence to us
      dated May 28, 2009.

    Response:

    We
included an expanded discussion on the valuation and recoverability of goodwill
in our Form 10-Q for the period ended June 30, 2009; filed on July 31,
2009.  The requested disclosure was included within the critical
accounting policies section of Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.  We will include a
similar discussion in future periods for which the detailed testing of goodwill
for potential impairment is conducted.

          Mr.
Hugh West, Branch Chief

          United
States Securities and Exchange Commission

          Page 2 of
4

    Comment
No. 2

              2.

              Considering
      the severity of the information disclosed in your Form 8-K filed June 15,
      2009 (i.e. comparatively high provision), tell us how you considered
      paragraph 17 of SFAS 142 when determining if additional interim goodwill
      impairment testing was necessary and provide the results of such testing
      if applicable.  See also our comment
  above.

    Response:

    Management
believes a triggering event for assessing goodwill for potential impairment in
an interim period did not occur within the second quarter of 2009.  In
arriving at this conclusion, management considered the following:

              ·

              the
      Company’s stock price

              ·

              the
      FDIC special deposit insurance
assessment

              ·

              the
      economy

              ·

              the
      performance of the Retail Banking reporting
unit

              ·

              the
      level of provision expense for the allowance for loan and lease losses
      (“ALLL”)

              ·

              the
      value of our core deposit intangible asset (“CDI”)
  and;

              ·

              the
      value of our loan portfolio

    The
Company has three reporting units for which discrete financial information is
developed, retail banking, commercial banking, and private
banking.  All of the Company’s goodwill has been assigned to the
retail banking reporting unit for purposes of impairment testing.

    During
the second quarter the stock market continued to experience volatility,
specifically within the financial services sector, but generally trended
upward.  Management evaluated the Company’s stock price during the
second quarter.  The Company’s stock closed the quarter trending
upward at $10.23 and above the closing price of our most recent interim review
of goodwill for potential impairment.  On June 12th we
issued a press release offering insight into the Company’s performance
expectations for the second quarter and while the price of our stock declined,
relative to our peers our valuation was generally higher.  Subsequent
to the end of the second quarter and upon the July 31st filing
of our Form 10-Q for the second quarter, the price of our stock increased to
$12.14.  Management reviewed the change in stock prices from December
31, 2008 to June 30, 2009 for publicly traded Washington based financial
institutions with assets greater than $1 billion and noted
decreases  ranging from -3% for the Company to in excess of -73% for
several institutions included within this group.  The average decline
from December 31, 2008 among the seven institutions evaluated was
-65%.  Evaluating the Company’s stock price from November 30, 2008,
the date of our last interim goodwill impairment analysis, to June 30, 2009
produces an increase of 2%.

    Management
considered the impact of the FDIC’s special deposit assessment on the
Company.  This special assessment of $1.4 million could potentially
have a negative impact on the value of the Company’s Retail Banking unit due to
higher operating costs.  Management does not consider this a
triggering event under ASC 350-20-35-30 due to certain mitigating
factors.  The actual amount of the assessment is not material to the
operations of the Retail Banking unit and to a certain extent we have the
ability to pass this cost along to our customers through account analysis
charges and lower offering rates on interest bearing deposits.

    During
the second quarter the economy remained in a deep recession.  However,
it appears to have improved slightly from the fourth quarter of 2008 and the
first quarter of 2009.  The unemployment rate continues to rise but it
is often considered to lag current economic performance.  Indicators
such as building permits issued and orders for consumer goods and materials were
up during the quarter.  Management does not contend that it knows the
exact direction the local, regional, and national economies will head over the
coming months.  However, we have seen stabilization and signs of
improvement from the dramatic economic slide that occurred during the fourth
quarter 2008 that prompted us to conduct an interim assessment for the potential
impairment of goodwill.

          Mr.
Hugh West, Branch Chief

          United
States Securities and Exchange Commission

          Page 3
of 4

    The
actual performance of the Retail Banking unit during the second quarter of 2009
was substantially in line with management’s expectations.  Despite the
elevated provision expense for loan and lease losses, management’s outlook for
the performance of the Retail Banking unit remains
unchanged.  Management believes the Retail Banking unit is able to
obtain market rates for loans while continuing to leverage the strength of the
retail branch network by attracting deposits at levels below mid-market
rates.  Specific to the second quarter, core deposit growth exceeded
expectations.

    The
Company’s net loss for the second quarter of 2009 was driven largely by the
comparatively high provision for loan and lease loss expense of $21
million.  The comparatively high provision is due to the continued
decline in real estate values resulting from the current economic environment,
elevating net charge-offs for the quarter to $16.4
million.  Additionally, we have seen some continued deterioration in
the quality of the Commercial Banking unit’s loan portfolio.  The
Retail Banking unit’s net charge-offs for the quarter were approximately $4.2
million of which $2.8 million resulted from three construction and development
related loans.  The majority of the Company’s net charge-offs, $11.8
million, stem from our Commercial Banking unit.

    Management
was not aware of any factors within the Retail Banking unit’s second quarter
performance or expected cash flows that would lead the Company to believe the
value of this reporting unit has significantly declined from the fourth quarter
2008 interim test for potential impairment of goodwill.  We do not
believe the fair market value of our CDI calculated during the fourth quarter
2008 interim test has changed.  A significant assumption in our
assessment for the potential impairment of goodwill is the valuation of our loan
portfolio.  Because of the continued softness in real estate values,
as evidenced by the second quarter charge-offs, we do not believe the fair
market value of the Retail Banking unit’s loan portfolio has increased
significantly, which would indicate a decrease in the value of goodwill, since
the fourth quarter 2008 interim test.

    Comment
No. 3

              3.

              We
      note your response to prior comment 4 in our letter dated April 30,
      2009.  Additionally, we note your disclosure in the Form 8-K
      filed June 15, 2009 concerning the provision for loan losses related to
      previously disclosed nonperforming residential construction
      loans.  Please tell us, and address the following in future
      filings concerning impaired loans:

              ·

              in
      those instances where you determined that a loan was impaired, explain in
      detail how you determined the fair value of the underlying
      collateral.  Your response should discuss, but not be limited
      to, valuation models and techniques used, significant assumptions used,
      appraisals obtained (timing, third-party or in-house appraisals, etc.),
      etc; and

              ·

              in
      regards to the preceding point, tell us how frequently you update your
      valuations on your impaired loans and the dates of your last appraisals
      and/or internal valuation estimates for material impaired loans recorded,
      with added emphasis on the loans that required a specific allowance as
      disclosed in the June 15, 2009 8-K.

    Response:

    We
included an expanded discussion of impaired loans in our Form 10-Q for the
period ended June 30, 2009; filed on July 31, 2009.  The requested
disclosure was included within the nonperforming assets and allowance for loan
and lease losses section of Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.

    A
paragraph was added explaining how the fair market value of the underlying
collateral of impaired real estate loans is determined inclusive of the timing
of such valuations.  Further, the Company noted the number of impaired
loans secured by real estate along with data indicating how much of the impaired
real estate loan balances were represented in the quarter end
losses.  We will include a similar discussion in future periods while
enhancing our disclosure in an effort to bridge any informational
gaps.

          Mr.
Hugh West, Branch Chief

          United
States Securities and Exchange Commission

          Page 4
of 4

    Comment
No. 4

    Form 8-K Filed June 15,
2009

              4.

              We
      note your presentation of adjusted pre-tax income excluding loan losses
      and certain items.  In our previously issued comment 1 in our
      letter dated April 30, 2009, we referenced the applicability of Item
      10(e)(1) of Regulation S-K and it’s applicability to Item 2.02 Form
      8-K.  We also note Item 10(e)(1)(ii)(B) of Regulation S-K
      prohibits using a non-GAAP performance measure to eliminate or smooth
      items identified as non-recurring, infrequent or unusual, when the nature
      of the charge is such that it is reasonably likely to recur within two
      years or there was a similar charge within the prior two
      years.  Accordingly, explain how your measure of adjusted
      pre-tax income (particularly the adjustments excluding the provision for
      loan losses, interest reversals, and impairments of investment securities)
      conforms to this presentation.  Please advise or revise to
      eliminate such adjustments from this and future filings.  For
      additional guidance, see Question #8 from the Frequently Asked Questions
      Regarding the Use of Non-GAAP Financial Measures, which can be found on
      the SEC website.

    Response:

    We
presented adjusted pre-tax income excluding items adversely affected by economic
circumstances and certain nonrecurring items in an attempt to provide better
analyses to investors.  We have reviewed Item 10(e)(1)(ii)(B) of
Regulation S-K and concluded that the presentation of adjusted pre-tax income in
our Form 8-K filed June 15, 2009 may be viewed as inconsistent with the spirit
of the regulation.  Accordingly, prior to August 31, 2009
we  intend to amend our June 15, 2009 Form 8-K filing to remove from
Exhibit 99.1 the table containing adjusted pre-tax earnings along with the
accompanying discussion.

    In
connection with this response, the Company acknowledges that: (1) it is
responsible for the adequacy and accuracy of the disclosure in the filing; (2)
SEC staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
(3) the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

    I trust
that the above is fully responsive to your comments.  However, if you
have any further questions or concerns, please do not hesitate to call me
directly at (253) 305-1966.

    Sincerely,

    /s/ Gary R.
Schminkey

    Gary R.
Schminkey

    Executive
Vice President and Chief Financial Officer

    cc:           Mr.
Dave Irving, Securities and Exchange Commission

    Stephen M. Klein, Graham &
Dunn

    David Gorretta, Deloitte & Touche
LLP

Mail Stop 4561

April 30, 2009

Mr. Gary R. Schminkey Executive Vice President  and Chief Financial Officer Columbia Banking System, Inc. 1301 “A” Street Tacoma, Washington 98402
 Re:  Columbia Banking System, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  File No.  000-20288

Dear Mr. Schminkey:
We have reviewed the above referenced filing and have the following comments.
Please be as detailed as necessary in your explanation.  In our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that 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 filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
* * * *
 Form 10-K for the Fiscal Year Ended December 31, 2008

Selected Financial Data, page 22

1. We note you use tangible book value per common share and tangible common
equity (and related ratios) within your GAAP performance measures.  These measures appear to be non-GAAP measures as defined by Regulation G and Item 10(e) of Regulation S-K as they are not required by GAAP, Commission Rules, or

Mr. Gary R. Schminkey
Columbia Banking System, Inc.
April 30, 2009 Page 2 of 5
banking regulatory requirements.  To the extent you plan to provide these non-GAAP measures (or related ratios) in the future, the staff notes the following:
• to the extent these measures are disclosed in future filings with the
Commission, you should comply with all of the requirements in Item 10(e) of Regulation S-K, including clearly labeling the measures as non-GAAP measures and complying with all of the disclosure requirements;
• to the extent that you plan to disclose these ratios in future Item 2.02 Form 8-Ks, you should provide all of the disclosures required by Item 10(e)(1)(i) of Regulation S-K as required by Instruction 2 to Item 2.02 of Form 8-K; and
• to the extent you disclose or release publicly any material information that includes a non-GAAP measure, you should be cognizant of the requirements in Regulation G to label the measure as non-GAAP and provide a reconciliation to the most closely comparable GAAP measure.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operation
 Critical Accounting Policies

 Valuation and Recoverability of Goodwill, page 27

2. We note your disclosure here and on page 67 in the notes to the consolidated
financial statements concerning goodwill impairment testing performed during the periods presented.  Please tell us, and consider disclosing in future filings, the following:
• provide us with a list (in tabular format) of each reporting unit and identify the
respective unit fair value, carrying amounts, and reporting unit goodwill;
• discuss each of the valuation methodologies used to determine fair value (if multiple approaches are used), including sufficient information to enable a reader to understand how each of the methods used differ, the assumed benefits of a valuation prepared under each method, and why management selected those methods as being the most meaningful for the Company in preparing the goodwill impairment analysis;
• discuss how you weight each of the methods used including the basis for that weighting (if multiple approaches are used);
• provide a qualitative and quantitative description of the material assumptions used and a sensitivity analysis of those assumptions based upon reasonably likely changes; and
• discuss how the assumptions and methodologies used for valuing goodwill in the current year have changed since the prior year highlighting the impact of any changes.

 2

Mr. Gary R. Schminkey
Columbia Banking System, Inc.
April 30, 2009 Page 3 of 5  3. Please address the following concerning your interim goodwill impairment testing performed during the fourth quarter of 2008:

• provide us with a list (in tabular format) of each reporting unit and identify the respective unit fair value, carrying amounts, and reporting unit goodwill;
• tell us the results of your second step of impairment testing performed at November 30, 2008, including a discussion of the fair value of your loans for this purpose, and any previously unrecognized intangible assets identified;
• in your second step testing, tell us whether you used a third party valuation firm to assist in the determination of fair value for your reporting units.  If so, please tell us the type of report issued by the valuation firm, and how management used this information to arrive at the fair values ultimately used, including discussions of any adjustments made to the fair values discussed in any report obtained;
• tell us whether management performed any “reasonableness” test or validation procedures on the fair values assumed for the reporting units.  For example, tell us whether management reconciled the fair values of the reporting units to the market capitalization of the company, and if so, the results of such testing; and
• tell us if you performed any follow-up procedures subsequent to November 30, 2008 to conclude on potential goodwill impairment at December 31, 2008.

Financial Condition

Loan Portfolio, page 38

4. We note the continued deterioration in the credit quality of your loan portfolio,
particularly with respect to real estate construction loans.  Please tell us, and revise your disclosure in future filings, to comprehensively bridge the gap between the significant increases in your non-performing and impaired loans and presumably the increased delinquencies in the remaining portfolio with the modest increase in your specific allowance for loan losses for these impaired loans in all the periods presented.  Please consider discussing the following:
• the relationship between your non-performing and impaired loans and the
allowance for loan losses;
• how you measure impairment on impaired loans and link this information to the increase to your allowance for loan losses and discuss in detail the extent to which your non-performing and impaired loans are collateralized; and
• disclose delinquency information on your portfolio and clearly discuss how the specific change in delinquencies impacts your calculation of the allowance for loan losses.
 Item 8.  Financial Statement and Supplementary Data

 3

Mr. Gary R. Schminkey
Columbia Banking System, Inc.
April 30, 2009 Page 4 of 5   Notes to the Consolidated Financial Statements

Note 22.  Business Segment Information, page 81

5. Considering the principal activities conducted by your commercial and retail
banking segments include commercial, real estate, and consumer lending, tell us why you present your provision for loan and lease losses in your “Other” category.  If your chief operating decision maker (CODM) is relying on financial information that includes the impact of the provision for each segment (e.g. net interest income after the provision) to make decisions about resources to be allocated, it would be more meaningful to an investor to present the provision in each respective segment.  Please advise, or revise as necessary.  It may be helpful to provide us with a copy of the CODM package.

* * * *

Please send us your response to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter keying your
response to our comments and provide any requested supplemental information.  Please file your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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.    In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 4

Mr. Gary R. Schminkey
Columbia Banking System, Inc. April 30, 2009 Page 5 of 5
 5In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Dave Irving, Staff A ccountant, at (202) 551-3321, or me at
(202) 551-3872 if you any questions.
Sincerely,

Hugh West Branch Chief

CORRESP
1
filename1.htm

    filename1.htm

      Via
EDGAR

      May 28,
2009

      Mr. Hugh
West

      Branch
Chief

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      Washington,
D.C. 20549

      Mail Stop
4561

      Re:          Columbia Banking System,
Inc.

      Form 10-K for Fiscal Year Ended
December 31, 2008

      File No. 000-20288

      Dear Mr.
West:

      Enhancement
of the overall disclosures in filings by Columbia Banking System, Inc.
(“Columbia,” the “Company,” or “we”) is an objective that we share with the
Staff and one that we consider in all our filings. This letter sets forth the
responses of Columbia to the comments of the staff of the U.S. Securities and
Exchange Commission (SEC) contained in your letter dated April 30, 2009
regarding the Form 10-K filed by the Company for the fiscal year ended December
31, 2008.  For convenience and ease of review, we have reprinted below
the text of the comment in your correspondence, followed by the Company’s
response.

      Comment
No.1:

      Form 10-K for the Fiscal
Year Ended December 31, 2008

      Selected Financial Data,
page 22

                1.

                We
      note you use tangible book value per common share and tangible common
      equity (and related ratios) within your GAAP performance
      measures.  These measures appear to be non-GAAP measures as
      defined by Regulation G and Item 10(e) of Regulation S-K as they are not
      required by GAAP, Commission Rules, or banking regulatory
      requirements.  To the extent you plan to provide these non-GAAP
      measures (or related ratios) in the future, the staff notes the
      following:

                ·

                to
      the extent these measures are disclosed in future filings with the
      Commission, you should comply with all of the requirements in Item 10(e)
      of Regulation S-K, including clearly labeling the measures as non-GAAP
      measures and complying with all of the disclosure
      requirements;

            Mr. Hugh
West, Branch Chief

            United
States Securities and Exchange Commission

            Page 2 of
11

                ·

                to
      the extent that you plan to disclose these ratios in future Item 2.02 Form
      8-Ks, you should provide all of the disclosures required by Item
      10(e)(1)(i) of Regulation S-K as required by Instruction 2 to Item 2.02 of
      Form 8-K; and;

                ·

                to
      the extent you disclose or release publicly any material information that
      includes a non-GAAP measure, you should be cognizant of the requirements
      in Regulation G to label the measure as non-GAAP and provide
      reconciliation to the most closely comparable GAAP
  measure.

      Response:

      We did
use the return on average tangible common equity ratio in our Form 10-K for the
fiscal year ended December 31, 2008.  We agree our use of the return
on average tangible common equity ratio is a non-GAAP measure subject to the
requirements you noted.  To minimize the potential for confusion, we
intend to remove this measure from future filings as well as future Item 2.02
Form 8-Ks and public releases of any material information.  If in the
future we choose to include non-GAAP measures in such filings, Item 2.02 Form
8-Ks or public releases of material information we will be diligent in complying
with the applicable requirements.

      Comment
No. 2

      Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operation

      Critical Accounting
Policies

      Valuation and Recoverability
of Goodwill, page 27

                2.

                We
      note your disclosure here and on page 67 in the notes to the consolidated
      financial statements concerning goodwill impairment testing performed
      during the periods presented.  Please tell us, and consider
      disclosing in future filings, the
following:

                ·

                provide
      us with a list (in tabular format) of each reporting unit and identify the
      respective unit fair value, carrying amounts, and reporting unit
      goodwill;

                ·

                discuss
      each of the valuation methodologies used to determine fair value (if
      multiple approaches are used), including sufficient information to enable
      a reader to understand how each of the methods used differ, the assumed
      benefits of a valuation prepared under each method, and why management
      selected those methods as being the most meaningful for the Company in
      preparing the goodwill impairment
analysis;

                ·

                discuss
      how you weight each of the methods used including the basis for that
      weighting (if multiple approaches are
used);

                ·

                provide
      a qualitative and quantitative description of the material assumptions
      used and a sensitivity analysis of those assumptions based upon reasonably
      likely changes; and

            Mr. Hugh
West, Branch Chief

            United
States Securities and Exchange Commission

            Page 3 of
11

                ·

                discuss
      how the assumptions and methodologies used for valuing goodwill in the
      current year have changed since the prior years highlighting the impact of
      any changes.

      Response:

      The
Company has three reporting units for which discrete financial information is
developed, retail banking, commercial banking, and private
banking.  The products and services of companies previously acquired
are comparable to the Company’s retail banking
operations.  Accordingly, all of the Company’s goodwill has been
assigned to the retail banking reporting unit for purposes of impairment
testing.  The commercial banking and private banking reporting units
were not separately valued in our analysis as they did not contain any
goodwill.

                                                                                                                                            Columbia
      Banking System, Inc.

                                                                                                                                              REPORTING
      UNITS

                                                                                                                                              July
      31, 2008

                                                                                                                                               Retail

                                                                                                                                              Retail

                                                                                                                                              Commercial

                                                                                                                                              Private

                                                                                                                                              (Pro
      Forma)

                                                                                                                                              Banking

                                                                                                                                              Banking

                                                                                                                                              Banking

                                                                                                                                              Corp

                                                                                                                                              Total

                                                                                                                                              Tangible
      book value

                                                                                                                                            $
                                                                                                                                            195,153,538

                                                                                                                                            $
                                                                                                                                            81,470,036

                                                                                                                                            $
                                                                                                                                            88,888,972

                                                                                                                                            $
                                                                                                                                            21,539,587

                                                                                                                                            $
                                                                                                                                            52,961,356

                                                                                                                                            $
                                                                                                                                            244,859,951

                                                                                                                                              Goodwill

                                                                                                                                            96,116,000

                                                                                                                                            96,116,000

                                                                                                                                            -
      -

                                                                                                                                            -
      -

                                                                                                                                            -
      -

                                                                                                                                            96,116,000

                                                                                                                                              Carrying
      value

                                                                                                                                            $
                                                                                                                                            291,269,538

                                                                                                                                            $
                                                                                                                                            177,586,036

                                                                                                                                            $
                                                                                                                                            88,888,972

                                                                                                                                            $
                                                                                                                                            21,539,587

                                                                                                                                            $
                                                                                                                                            52,961,356

                                                                                                                                            $
                                                                                                                                            340,975,951

                                                                                                                                              Fair
      Value:

                                                                                                                                              Discounted
      cash flow

                                                                                                                                            $
                                                                                                                                            306,182,998

                                                                                                                                              Comp.
      market statistics

                                                                                                                                            $
                                                                                                                                            331,761,014

                                                                                                                                    Columbia
      Banking System, Inc.

                                                                                                                                    REPORTING
      UNITS

                                                                                                                                    November
      30, 2008

                                                                                                                                     Retail

                                                                                                                                    Retail

                                                                                                                                    Commercial

                                                                                                                                    Private

                                                                                                                                    (Pro
      Forma)

                                                                                                                                    Banking

                                                                                                                                    Banking

                                                                                                                                    Banking

                                                                                                                                    Corp

                                                                                                                                    Total