SecProbe.io

CORRESP
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 CENTRAL PACIFIC FINANCIAL CORP.
 220 South King Street
 Honolulu, Hawaii 96813
 July 10, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549

 Re:           CENTRAL PACIFIC FINANCIAL CORP.
 Registration Statement on Form S-3 (File No. 333-288430) (the “Registration Statement”)
 Acceleration Request

 Ladies and Gentlemen:

 Central Pacific Financial Corp. hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-3, be accelerated to 4:30 p.m., Eastern Time,
 on July 14, 2025, or as soon thereafter as practicable.

 Please notify Craig Miller at (415) 291-7415 or Veronica Lah at (310) 312-4130 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement has been declared effective pursuant to
 this acceleration request. We appreciate your assistance and cooperation in this matter.

 Sincerely,

 CENTRAL PACIFIC FINANCIAL CORP.

 By:

 /s/ Dayna N. Matsumoto

 Name:

 Dayna N. Matsumoto

 Title:

 Executive Vice President and Chief Financial Officer

 cc:          Manatt, Phelps & Phillips, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 9, 2025

Arnold Martines
Chief Executive Officer
Central Pacific Financial Corp.
220 South King Street
Honolulu, Hawaii 96813

 Re: Central Pacific Financial Corp.
 Registration Statement on Form S-3
 Filed June 30, 2025
 File No. 333-288430
Dear Arnold Martines:

 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: Craig Miller, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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CENTRAL PACIFIC
FINANCIAL CORP.

220 South King
Street

Honolulu, Hawaii
96813

November 18,
2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Central Pacific Financial Corp.

Registration Statement
on Form S-4; File Number 333-249975

Filed November 9,
2020

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Central Pacific Financial Corp. hereby respectfully requests that the effective
date of the above referenced Registration Statement on Form S-4 be accelerated to 12:00 p.m., Eastern Time,
on November 20, 2020, or as soon as practicable thereafter.

Please contact
Craig D. Miller of Manatt, Phelps & Phillips, LLP at (415) 291-7415 with any questions you may have
regarding this request. In addition, please notify Mr. Miller by telephone when this request for acceleration has been granted.

    Respectfully,

    CENTRAL PACIFIC FINANCIAL CORP.

    By:
    /s/ David S. Morimoto

    Name:
    David S. Morimoto

    Title:
    Executive Vice President and

    Chief Financial Officer

    cc:
    Manatt, Phelps & Phillips, LLP

United States securities and exchange commission logo
November 12, 2020
Paul K. Yonamine
Chief Executive Officer
Central Pacific Financial Corp.
220 South King Street
Honolulu, Hawaii 96813
Re:Central Pacific Financial Corp.
Registration Statement on Form S-4
Filed November 9, 2020
File No. 333-249975
Dear Mr. Yonamine:
            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 Julia Griffith at 202-551-3267 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CENTRAL PACIFIC
FINANCIAL CORP.

220 South King
Street

Honolulu, Hawaii
96813

November 9, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Central Pacific Financial Corp.

       Registration Statement
on Form S-4

       Filed November 9, 2020

Ladies and Gentlemen:

In connection with the above referenced
Registration Statement (the “Registration Statement”) relating to the registration by Central Pacific
Financial Corp. (the “Company”) under the Securities Act of 1933, as amended (the “Securities
Act”), of $55,000,000 aggregate principal amount of the Company’s 4.75% Fixed-to-Floating Rate Subordinated
Notes due 2030 (the “Exchange Notes”) to be offered by the Company in exchange (the “Exchange
Offer”) for a like principal amount of the Company’s issued and outstanding 4.75% Fixed-to-Floating Rate Subordinated
Notes due 2030 (the “Outstanding Notes”), the Company hereby confirms and represents as follows:

    1.
    The Company is registering the Exchange Offer in reliance on the position of the staff (the “Staff”) of the U.S. Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation, SEC No-Action Letter (April 13, 1988), Morgan Stanley & Co., Inc., SEC No-Action Letter (June 5, 1991), and Shearman & Sterling, SEC No-Action Letter (July 2, 1993) (together, the “No Action Letters”).

    2.
    The Company has not entered into any arrangement or understanding with any person who will receive the Exchange Notes in the Exchange Offer to distribute the Exchange Notes following the completion of the Exchange Offer. To the best of the Company’s knowledge and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the Exchange Offer with a view to distribute the Exchange Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that, if such person is participating in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes, such person (i) cannot rely on the Staff position enunciated in the No Action Letters or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and be identified as an underwriter in the prospectus.

    3.
    The Company acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K under the Securities Act.

    4.
    The Company will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that any broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

    5.
    The Company will include in the letter of transmittal to be executed or deemed to be executed by each person participating in the Exchange Offer (i) an acknowledgement that such participant does not intend to engage in a distribution of the Exchange Notes and (ii) an acknowledgement for each person that is a broker-dealer exchanging Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, that such broker-dealer will satisfy any prospectus delivery requirements in connection with any resale of such Exchange Notes, and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

If any additional supplemental information
is required by the Staff, please contact Craig Miller of Manatt, Phelps & Phillips, LLP, our legal counsel, at (415) 291-7415.

    Respectfully,

    CENTRAL PACIFIC FINANCIAL CORP.

    By:

        /s/ David S. Morimoto

    Name:
    David S. Morimoto

    Title:
    Executive
    Vice President and Chief Financial Officer

    cc:
    Manatt, Phelps & Phillips, LLP

October 24, 2014

Via E -mail
Denis K. Isono
Executive Vice President and Chief Financial Officer
Central Pacific Financial Corp.
220 South King Street
Honolulu, HI 96813

Re: Central Pacific Financial Corp.
Form 10-K for Fiscal Period Ended December 31, 2013
Filed February 28, 2014
  File No. 001 -31567

Dear Mr. Isono:

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 securiti es 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/ Gus Rodriguez

Gus Rodriguez
Accounting Branch Chief

CORRESP
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    letter.htm

Central Pacific Plaza

PO Box 3590

Honolulu  Hawaii  96811-3590

Telephone 808-544-0500

Fax Line 808-531-2875

VIA EDGAR AND EMAIL

October 6, 2014

Ms. Lindsay McCord

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-4561

Re:          Central Pacific Financial Corp.

Form 10-K for Fiscal Period Ended December 31, 2013 (File No. 001-31567)

Dear Ms. McCord,

On behalf of Central Pacific Financial Corp., a Hawaii corporation (the “Company”), we respectfully set forth below additional information to supplement our July 11, 2014 responses to your comment letter, dated June 19, 2014 (the “Comment Letter”), relating to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the Company’s Form 10-K for the fiscal period ended December 31, 2013.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in Form 10-K.

The Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of disclosures in our SEC filing.

·

Staff comments or changes to disclosure in response to SEC staff comments do not foreclose the Commission from taking any action with respect to the filing.

·

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.

1.

The Company’s amount of ASC 450 (formerly FAS 5) Allowance for Loan and Lease Losses (“ALLL”) related to economic factors, qualitative adjustments and proxies as of December 31, 2013, March 31, 2014, and June 30, 2014 is presented below.

ALLL ASC 450 Balance Composition

As a % of Total ASC 450 Reserve Balance

Historical

Experience

Qualitative Adjustments

Total

Economic / Market Conditions

Proxy

Factor

Concentration

Risk

Other

December 31, 2013

9
%

10
%

29
%

n/a

52
%

100
%

March 31, 2014

51

4

6

28
%

11

100

June 30, 2014

50

6

5

28

11

100

ALLL ASC 450 Balance Composition

ASC 450 Reserve Balance by Input Factor

Historical

Experience

Qualitative Adjustments

Total

Economic / Market Conditions

Proxy

Factor

Concentration

Risk

Other

(dollars in thousands)

December 31, 2013

$
6,976

$
7,468

$
22,202

n/a

$
40,825

$
77,471

March 31, 2014

37,687

2,841

4,478

$
20,439

8,225

73,670

June 30, 2014

38,102

4,830

3,537

21,468

8,489

76,426

The dominant effect of the extended look back period enhancement that was introduced in the first quarter of 2014 was to decrease the reliance on use of third party proxy data (where we have no recorded experience in the applicable look back period) as is depicted in the tables above.

Concentration Risk was incorporated as an enhancement to the methodology in the first quarter of 2014.  Given the longer look back period also adopted in the first quarter of 2014 to better capture the economic cycle, the qualitative adjustment of refinance risk applied to the commercial mortgage loans was discontinued.  This was previously recorded under ‘Other’.

2.

The impact of the methodology changes made in the first quarter of 2014 by major loan category is detailed below.

December 31, 2013

March 31, 2014

ASC 450

Loan Balance

ASC 450

Loan Balance

(dollars in thousands)

Loan Category

Commercial, financial and agricultural

$
12,847

$
394,426

3.3
%

$
9,294

$
418,230

2.2
%

Real estate:

   Construction

2,774

67,862

4.1

14,940

81,649

18.3

   Mortgage - residential

25,272

1,098,376

 2.3

17,812

 1,142,220

1.6

   Mortgage - commercial

29,947

687,529

4.4

25,925

668,624

3.9

Consumer

6,576

311,670

2.1

5,687

306,440

1.8

Leases

55

6,241

0.9

12

5,338

0.2

     Total

$
77,471

$
2,566,104

3.0
%

$
73,670

$
2,622,501

2.8
%

The methodology changes incorporated greater use of our own historical experience and resulted in a decrease in the reserve factors in all but the Construction loan segment.  This is reasonable given our adverse experience with Construction-related credits in prior years.

3.

The tables below include further detail regarding the calculation of our ALLL reserve balance for the quarters ended December 31, 2013 and March 31, 2014.

Below is the reserve balance at the end of the quarter but prior to the calculation of the required reserve.  It comprises the prior quarter end balance and is adjusted for net charge-offs or recoveries as incurred in the quarter.

December 31,

2013

March 31,

2014

(dollars in thousands)

Reserve Balance Prior Quarter End

$
85,228

$
83,820

Net Charge-offs / (Recoveries) in the current quarter

75

(658
)

Reserve Balance

$
85,153

$
84,478

Below is the summary of the calculated amounts of the components of the ALLL required reserve balance as of the end of the quarter.

December 31,

2013

March 31,

2014

Variance

(dollars in thousands)

ASC 310 (FAS 114)

$
349

$
3,492

$
3,143

ASC 450 (FAS 5)

77,471

73,670

(3,801
)

Unallocated

6,000

6,000

-

Required Reserves

$
83,820

$
83,162

$
(658
)

Below is the difference between the Reserve Balance and the Required Reserves for the current quarter.

December 31,

2013

March 31,

2014

(dollars in thousands)

Total Provision Released / (Required)

$
1,333

$
1,316

* * * * *

If you have any questions regarding this letter or should need any additional information, please contact the undersigned at 808.544.6881.

Sincerely yours,

/s/ Denis Isono

Denis Isono

Chief Financial Officer

CORRESP
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    letter.htm

Central Pacific Plaza

PO Box 3590

Honolulu  Hawaii  96811-3590

Telephone 808-544-0500

Fax Line 808-531-2875

VIA EDGAR AND EMAIL

July 11, 2014

Mr. Gus Rodriguez

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-4561

Re:           Central Pacific Financial Corp.

Form 10-K for Fiscal Period Ended December 31, 2013 (File No. 001-31567)

Dear Mr. Rodriguez,

On behalf of Central Pacific Financial Corp., a Hawaii corporation (the “Company”), we respectfully set forth below our responses to your response letter, dated June 19, 2014 (the “Comment Letter”), relating to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the Company’s Form 10-K for the fiscal period ended December 31, 2013.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in Form 10-K. For your convenience, we have included the Staff’s comments below in bold and have keyed our responses accordingly.

The Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of disclosures in our SEC filing.

·

Staff comments or changes to disclosure in response to SEC staff comments do not foreclose the Commission from taking any action with respect to the filing.

·

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.

The Company will revise future filings to provide disclosure as noted in the responses that follow.

Form 10-K for Fiscal Year Ended December 31, 2013

Critical Accounting Policies and Use of Estimates

Allowance for Loan and Lease Losses, page 34

1. Please refer to the response to comment 1 of our May 8, 2014 letter. The comment was intended to elicit more transparency surrounding how you segment your loan portfolio and the categories therein for purposes of measuring impairment, particularly as that segmentation applies to the general allowance component of the allowance for loan and lease losses. The response appears to be consistent with what you have disclosed and; considering the significance of these estimates to your financial condition, results of operations, it appears overly abbreviated.  Please tell us and revise future filings to address the following:

·

Please provide a more detailed discussion of how you segment the categories of the portfolio for purposes of determining the general allowance component of the allowance for loan losses. Your revisions should qualitatively and quantitatively clarify how you segmented the loan categories into homogeneous groups and how you identify and measure underlying losses of each segment.

Response:

The Company acknowledges the Staff’s comments and will revise its disclosures in all future filings to be consistent with the following:

In determining the general allowance component of the Allowance for Loan and Lease Losses (“Allowance”), the Company utilizes a comprehensive approach to segment the loan portfolio into homogenous groups.  Six criteria divide the Company’s loan portfolio into 128 homogenous subsectors. First, loans are divided by general geographic region (U.S. Mainland and Hawaii).  Second, loans are subdivided according to FDIC classification (Construction, Commercial Mortgage, Commercial, Financial and Agricultural, Leases, Residential Mortgage, Consumer).  Third, loans within the Construction category are further subdivided by collateral type (Commercial and Residential).  Fourth, loans within the Residential Mortgage category are further subdivided by ownership type (Investor-owned and Owner-occupied).  Fifth, loans are subdivided by State or for some by County (All Hawaii, Hawaii Island, Kauai, Maui, Oahu, Other Hawaii, All U.S. Mainland, Los Angeles/Orange County CA, Riverside/San Bernardino CA, Sacramento/Placer/El Dorado/Yolo CA, San Diego CA, Washington/Oregon, Other U.S. Mainland). Finally, loans are further subdivided by Risk Rating (Pass, Special Mention, Substandard, and Doubtful).

For the purpose of determining general allowance loss factors, loss experience is derived from charge-offs and recoveries. The calculation of subsector loss factors involve the summation of charge-offs and recoveries that occurred within the last eight quarters (for loans secured by real estate) or four quarters (for all other loans) divided by the average loan balance over the look-back period. A rolling eight quarter period is utilized for FDIC classifications involving real estate collateral to account for prolonged loss recognition and ultimate disposition periods associated with loans secured by real estate. The four or eight quarter period is referred to as the look-back period.

A charge-off occurs when the Company makes the determination that an amount of debt is deemed to be uncollectible.  Loans are also charged off when it is probable that a loss has been incurred and it is possible to make a reasonable estimate of the loss.  Charge-offs are classified into subsectors according to the underlying loan’s primary geography, loan category, collateral type (if applicable), investment type (if applicable), state/county, and the risk rating of the loan one year prior to the charge-off.  For each subsector secured by real estate, the cumulative charge-offs are determined by summing all subsector-specific charge-offs that occurred within the last eight quarters.  For all other subsectors, the cumulative charge-offs are determined by summing all subsector-specific charge-offs that occurred within the last four quarters.

A recovery occurs when a loan that is classified as a bad debt was either partially or fully charged off and has been subsequently recovered. Recoveries from loans secured by real estate are classified according to the subsector of the earliest associated charge-off of the loan within the last eight quarters.  Recoveries from all other loans are classified according to the earliest associated charge-off of the loan within the last four quarters.  Cumulative recoveries are determined for each subsector by summing the subsector-specific recoveries.

Subsector losses are measured by subtracting each subsector’s cumulative recoveries from their respective cumulative charge-offs.  Subsector losses are then divided by the subsector loan balance averaged over the relevant time period (again, eight quarters for loans secured by real estate, four quarters for all others) to determine each subsector’s historical loss rate.  The sum of each subsector’s historical loss rate plus a region-specific economic/market qualitative adjustment and category-specific other qualitative adjustment is then multiplied by the subsector’s period-ending loan balance to determine each subsector’s general allowance provision.  The sum of the 128 subsector general allowance provisions represents the general allowance provision of the entire portfolio.

·

Please provide the loss experience used to measure the losses in each of the segments of your loan portfolio for each period presented and discuss changes between periods. Discuss, to the extent applicable, how the loss experience is weighted.

Response:

The Company acknowledges the Staff’s comments and has provided the loss experience table used to measure losses in each of the categories and a discussion of the changes below.

Net Charge-Offs for Applicable Look back Period by Major Segments

Year Ended December 31,

2013

2012

2011

2010

Hawaii

Mainland

Hawaii

Mainland

Hawaii

Mainland

Hawaii

Mainland

(Dollars in thousands)

Commercial, financial and agricultural

$
2,752

$
-

$
3,518

$
-

$
4,633

$
-

$
13,081

$
982

Real estate:

   Construction

409

6,613

16,022

18,825

100,614

47,379

159,685

141,797

   Mortgage:

     - residential

2,694

-

5,066

-

13,747

-

16,191

-

     - commercial

612

3,272

1,380

1,322

16,488

26,298

17,975

68,602

Consumer

1,463

-

1,172

-

1,771

-

2,811

-

Leases

-

-

28

-

10

-

(22
)

-

   Total

$
7,930

$
9,885

$
27,185

$
20,148

$
137,263

$
73,677

$
209,720

$
211,382

Over the past four years, the Company has experienced a significant reduction in cumulative net charge-offs across every loan segment.  This reduction has coincided with the resolution of legacy assets and ongoing improvement in the Company’s underwriting practices.  Additionally, the Company has steadily reduced its holdings in select mainland loan categories which incurred substantial losses during the years 2008 through 2010.

The table above presents each subsectors’ net charge-offs, however, only includes recoveries associated with loans which were charged-off in the applicable look-back period.  In other words, recoveries only include those recoveries which were preceded by a charge-off within the last four or eight quarters. To minimize confusion with Table 14 in our Form 10-K which reflects charge-offs and recoveries actually recorded in each period, the Company will not include the above table in future filings.

However, in all future filings we will expand the discussion to include a disclosure consistent with the following:

For the purpose of determining general allowance loss factors, loss experience is derived from charge-offs and recoveries.  Loan categories secured by real estate incorporate eight quarters of charge-off and recovery history.  All other loan categories incorporate four quarters of charge-off and recovery history.  Each subsectors’ cumulative recoveries only include those recoveries associated with loans which were charged-off in the applicable look-back period.  We do not apply any weighting schema to our loss experience over the look-back period.

·

Please provide quantification of the environmental or qualitative loss factors recorded in each segment of each loan category from the methodology used to develop the general component of the allowance for loan losses.

Response:

The Company’s environmental and qualitative loss factors comprise of an economic/market condition factor and a Company-specific factor. The table below quantifies the economic/market loss factors added to each major regional segment as of December 31, 2013.

12/31/2013

Region

Economic Factors

Oahu/Other HI (Average)

0.32
  %

Oahu

0.33

Other HI

0.31

California

(0.13
)

Washington/Oregon (Average)

(0.03
)

Other Mainland

0.11

The Company-specific factor is applied to certain loan categories to capture company-specific conditions for which national/regional statistics are not available. As noted in our initial response, below is a description of the Company-specific qualitative factors utilized:

·

In the second quarter of 2012, adjustment factors ranging from 0.80% to 11.60% were added to the Pass and Special Mention-rated commercial mortgage category in consideration of the refinance risk associated with loans maturing over the next two years. The maximum of the range, 11.60%, is considered anomalous in nature as it represents the refinance risk associated with one individual borrower within one subsector.  All other subsector refinance risk factors fell below 2.55%. Adjustment factors were not added to Substandard-rated loans due to the enhanced level of monitoring devoted to these credits, with impairment analysis performed as indicated.

·

In the second quarter of 2012, an adjustment factor of 0.25% was added in recognition of the delegation of increased credit authority to line division management and changes in the underwriting and approval process for small business lending. This change involved moving from a judgmental underwriting process for all loans to a score-based approval process below a certain loan size threshold, and a streamlined judgmental process augmented by relationship officer involvement above a certain loan size threshold.

·

In the first quarter of 2013, benchmark loss rates of 3.00% were applied to loans generated via recent preapproved and invitation to apply promotions in the direct consumer category until historical loss data has been accumulated. Also, a weighted adjustment factor of 6.03% was applied to the syndicated loan portfolio based on Moody’s proxy default rates to account for increased risk associated with recent entrance into this sector and risk exposure attributed to the size of individual credits.

·

In the second quarter of 2013, an adjustment factor of 0.50% was subtracted from the Pass-rated residential mortgage category in consideration of the continued disparity between actual calculated historical loss rates and the loss rates ranging from 2.38% to 2.72% recommended by our primary regulator in 2010.

·

In the third quarter of 2013, benchmark loss rates of 3.00% were applied to the student loans in the direct consumer category until historical loss data has been accumulated for this loan category.

In all future filings the Company will expand its disclosures to add a section titled “Application of Proxies.” This section will provide disclosures consistent with the following:

Our Allowance for Loan and Lease Losses methodology uses qualitative adjustments for economic/market conditions and Company-specific conditions. The economic/market conditions factor is applied on a regional/geographic basis. Two key indicators, unemployment and personal income comprise the economic/market adjustment factor.

Personal income is analyzed by comparing average quarter-to-quarter percentage change trends reported by the U.S. Bureau of Economic Analysis.  Specifically, the rolling four (4) quarter average percentage change in personal income is calculated and compared to a baseline historical factor, calculated as the average quarter-to-quarter percentage change over the prior ten years. The difference between the current average change and the historical average change is utilized as the personal income component of the economic/market adjustment factor.

The second component of the economic/market factor, unemployment, is derived by comparing the current quarter unemployment rate, reported by the U.S. Bureau of Labor Statistics, to its ten (10) year historical average.  A constant scaling factor is applied to the difference between the current rate and the historical average in order to smooth significant period-to-period fluctuations. The result is utilized as the unemployment component of the economic factor.  The personal income factor and unemployment factor are added together to determine each region’s total economic/market adjustment factor.

The general allowance also incorporates qualitative adjustment factors that capture company-specific conditions for which national/regional statistics are not available, or for which significant localized market specific events have not yet been captured within regional statistics or the Company's historical loss experience.

·

Please discuss the specific nature of the loss factors considered in developing the “unallocated” component of the reserve and quantify the amount allocated to each of the factors. Discuss why the environmental or qualitative factors used to determine the general component of the allowance for loan and leases do not capture these loss factors.

Response:

The Company maintains the unallocated portion of the Allowance as a reserve for potential global events that could indirectly adversely impact any of the principal components of the Hawaii economy and that cannot be captured in our methodology’s historical experience base. The Company considers several global economic risks and uncertainties in developing the unallocated component of the Allowance. The Company applies qualitative adjustments based on our assessment of these factors which are described in the draft disclosure below. We do not specifically quantify the amount allocated to each factor as we believe that the fact

CORRESP
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    letter.htm

Central Pacific Plaza

PO Box 3590

Honolulu  Hawaii  96811-3590

Telephone 808-544-0500

Fax Line 808-531-2875

VIA EDGAR AND EMAIL

July 2, 2014

Mr. Gus Rodriguez

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-4561

Re:          Central Pacific Financial Corp.

Form 10-K for Fiscal Period Ended December 31, 2013 (File No. 001-31567)

Dear Mr. Rodriguez,

Central Pacific Financial Corp. (the “Company”) hereby advises the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that the Company has received the Staff’s letter dated June 19, 2014 (the “Comment Letter”), regarding the Staff’s review of the Company’s response to the Staff’s May 8, 2014 letter.

The Comment Letter requests that the Company respond within ten (10) business days from the date thereof, or inform the Staff of when the Company would provide a response. The Company respectfully requests an additional five (5) business days to respond to the Comment Letter due to time constraints associated with our quarter end. The Company is committed to responding to the Comment Letter promptly and intends to provide a response to the Staff no later than Friday, July 11, 2014.

If you have any questions concerning this letter please do not hesitate to contact me at (808) 544-6881.

Sincerely,

/s/ Denis Isono

Executive Vice President and Chief Financial Officer

June 19, 2014

Via E -mail
Denis K. Isono
Executive Vice President and Chief Financial Officer
Central Pacific Financial Corp.
220 South King Street
Honolulu, HI 96813

Re: Central Pacific Financial Corp.
Form 10-K for Fiscal Period Ended  December 31, 2013
Filed February 28, 2014
Response filed May 22, 2014
  File No.  001-31567

Dear Mr. Isono :

We have reviewed your response to our May 8, 2014 letter 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 i nformation, or by advising us when you will provide the requested
response.   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, we may have additional comments.

Form 10 -K

Critical Accounting Policies and Use of Estimates

Allowance for Loan and Lease Losses, page 34

1. Please refer  to the response to comment 1 of our May 8, 2014 letter.  The comment was
intended to elicit more transparency surrounding how you segment your loan portfolio
and the categories therein for purposes of measuring impairment, particularly as that
segmentatio n applies to the general allowance component of the allowance for loan and
lease losses.  The response appears to be consistent with what you have disclosed and;
considering the significance of these estimates to your financial condition, results of

Denis K. Isono
Central Pacific Financial Corp.
June 19,  2014
Page 2

 operat ions, it appears overly abbreviated.  Please tell us and revise future filings to
address the following:

 Please provide a more detailed discussion of how you segment the categories of the
portfolio for purposes of determining the general allowance compone nt of the allowance
for loan losses.  Your revisions should qualitatively and quantitatively clarify how you
segmented the loan categories into homogeneous groups and how you identify and
measure underlying losses of each segment.

 Please provide the loss experience used to measure the losses in each of the segments of
your loan portfolio for each period presented and discuss changes between periods.
Discuss, to the extent applicable, how the loss experience is weighted.

 Please provide quantification of  the environmental or qualitative loss factors recorded in
each segment of each loan category from the methodology used to develop the general
component of the allowance for loan losses.

 Please discuss the specific nature of the loss factors considered in  developing the
“unallocated ” component of the reserve and quantify the amount allocated to each of the
factors.  Discuss why the environmental or qualitative factors used to determine the
general component of the allowance for loan and leases do not capture these loss facto rs.

Provision and Allowance for Loan and Lease Losses, page 50

2. Please refer to the response to comment 10 of our May 8, 2014 letter.  Tell us and revise
future filing to address the following:

 Please explain why you believe a rolling four or eight quarter period is an appropriate
time period to use in determining the related losses.  Provide a discussion that enables a
reader to understand why shorter loss experience periods do not appear to have captured
the improvement in your credit quality  factors over the periods presented such that you
have continually reversed portions of the allowance into income over the last three fiscal
years rather than recognizing a provision for loan losses.

 Please provide a discussion of the external proxies tha t were used prior to the first quarter
of 2014, including the source from which you obtained them, how you determined that
they were reasonable and applicable to your portfolio and the segments of the loan
categories to which they were applied.

 Please pro vide a discussion of why actual historical loss factors were not used prior to the
first quarter of 2014.

Denis K. Isono
Central Pacific Financial Corp.
June 19,  2014
Page 3

 3. Please refer to the response to comment 11 of our May 8, 2014 letter.  The response
appears to repeat information that is disclosed in your F orm 10 -K and related documents.
The purpose of the comment was to obtain disclosures that explains to a reader why the
improvements noted in your disclosures and the response do not appear to have been
captured in the methodology you use to determine the appropriateness of the allowance
for loan and lease losses such that you continually reverse portions of the allowance into
income.  These reversals contributed approximately 19%, 40% and 111% to pre -tax
income in 2013, 2012 and 2011, respectively.  Please  tell us and revise future filings to
provide a more detailed discussion of the changes in your credit quality between periods
since your methodology does not appear to capture the apparent improvement in credit
quality in your loan portfolio, resulting in  a net credit to the loan loss provision in each
period presented for the last three fiscal years and an increase in the allowance for loan
and lease losses as a percentage of non -accrual loans and nonperforming assets.  Please
also tell us why you believe  your allowance for loan losses was directionally consistent
considering noted asset quality improvements and why you believe your allowance for
loan losses were appropriate for these periods.

4. See our comments above on providing the loss factors used in e ach loan segment in each
loan category for each period presented and provide us a schedule that compares each of
those factors to the actual losses in each of the segments.

5. You stated in your response to our comments that a rolling four or eight quarter period is
an appropriate time period to use in determining the related losses.  Since y our average
charge -offs for real estate mortgage residential have  been $1.37 million over the last two
years please tell us why an A LLL of $28.4 million or almost 21 times the average charge -
offs over the last two years is appropriate for your residential real estate loans at
December 31, 2013.  In your response, please also address why an ALLL of almost 21
times the average charge -offs is appropriate for your residential real estate loans in light
of your disclosure on page 32 that market conditions improved in Hawaii in 2013.

Financial Statements and Supplementary Data, page 66

6. Please refer to the response to comment 13  of our May 8, 2014 letter.  Please tell us and
revise future filings to address the following:

 Please discuss why third -party market data was determined to be more indicative of the
appropriate loss factors to use in many segments of the loan portfolio, identifying those
segments, than your actual loss experience, particularly given that using the data resulted
in a credit to the provision for loan and lease losses in the fourth quarter of 2013.

 Please explain in greater detail why using a look back pe riod of six years is appropriate
given that you state elsewhere in the response letter that current date is more relevant in
predicting probable loss.

Denis K. Isono
Central Pacific Financial Corp.
June 19,  2014
Page 4

You may contact Paul Cline  at (202)551 -3851 or me at (202)551 -3752 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Erin Purnell  at (202)551 -3454 or Mark Webb at (202)551 -3698 with any other questions.

Sincerely,

 /s/ Gus Rodriguez

 Gus Rodriguez
        Account ing Branch Chief

CORRESP
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    letter.htm

Central Pacific Plaza

PO Box 3590

Honolulu  Hawaii  96811-3590

Telephone 808-544-0500

Fax Line 808-531-2875

VIA EDGAR AND EMAIL

May 22, 2014

Mr. Gus Rodriguez

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-4561

Re:          Central Pacific Financial Corp.

Form 10-K for Fiscal Period Ended December 31, 2013 (File No. 001-31567)

Dear Mr. Rodriguez,

On behalf of Central Pacific Financial Corp., a Hawaii corporation (the “Company”), we respectfully set forth below our responses to your letter, dated May 8, 2014 (the “Comment Letter”), relating to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the Company’s Form 10-K for the fiscal period ended December 31, 2013.   Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in Form 10-K. For your convenience, we have included the Staff’s comments below in bold and have keyed our responses accordingly.

The Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of disclosures in our SEC filing.

·

Staff comments or changes to disclosure in response to SEC staff comments do not foreclose the Commission from taking any action with respect to the filing.

·

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.

Form 10-K for Fiscal Year Ended December 31, 2013

Critical Accounting Policies and Use of Estimates

Allowance for Loan and Lease Losses, page 34

1.

Please tell us and revise future filings to provide a detailed discussion of which loans you evaluate for impairment on an individual basis under ASC 310-10 and which loans you evaluate for impairment on a pool or homogeneous basis under ASC 450-20. Please be specific, addressing each major loan category. Include applicable quantitative thresholds, methodologies used (e.g., discounted cash flows, collateral values) and other criteria that you apply as well as a discussion of the surrounding uncertainties of each methodology.

Response:

The Company’s approach to evaluating impairment in our loan portfolio has three basic elements.  These elements include a specific reserve for individually impaired loans, general allowance for loans other than those analyzed as individually impaired, and an unallocated reserve.  These three methods are explained below:

Specific Reserve

Individually impaired loans in all loan categories are evaluated using one of three valuation methods as prescribed under ASC 310-10; Fair Value of Collateral, Observable Market Price, or Cash Flow. A loan is generally evaluated for impairment on an individual basis if it meets one or more of the following characteristics: risk-rated as substandard, doubtful or loss, loans on nonaccrual status, troubled debt restructures, or any loan deemed prudent by management to so analyze.  If the valuation of the impaired loan is less than the recorded investment in the loan, the deficiency will be charged off against the Allowance for loan and lease losses (“Allowance”) or, alternatively, a specific reserve will be established and included in the overall Allowance balance.  As of December 31, 2013 this specific reserve represented $0.3 million of the total allowance.

General Allowance

Loans not subject to the specific reserve approach include groups of homogeneous loans that are collectively evaluated for impairment such as consumer loans, small business credit-scored loans, and leases.  These portfolios are collectively evaluated for impairment under ASC 450-20.  They are divided into segments by FDIC classification (Commercial, industrial and agricultural, Construction, Commercial Mortgage, Residential mortgage, Consumer, and Leases), collateral type, geography (Hawaii and U.S. Mainland), and risk rating (criticized and non-criticized). The allowance for each segment is based upon that segment’s average historical loss experience over a rolling four or eight quarter period, with the latter being applied to commercial real estate-secured loans.  Further consideration is made with adjustments for current conditions based on our analysis of specific environmental or qualitative loss factors affecting the collectability of our loan portfolio which may cause actual loss rates to differ from historical loss experience.  As of December 31, 2013, this general allowance represented $77.5 million of the total Allowance.

Unallocated Reserve

In addition, recognizing the inherent imprecision in the estimation of these loss factors, we also incorporate an unallocated reserve that reflects management’s best estimate of probable losses not otherwise captured in our analysis or accounted for in our Allowance methodology.  As of December 31, 2013 this unallocated reserve represented $6.0 million of the total Allowance.

Since we cannot predict with certainty the amount of loan and lease charge-offs that will be incurred and because the eventual level of loan and lease charge-offs are impacted by numerous conditions beyond our control, we use our historical loss experience adjusted for current conditions to determine both our Allowance and our Provision.   The determination of our Allowance requires us to make estimates of losses that are highly uncertain and involves a high degree of judgment. Accordingly, actual results can differ from those estimates.

We will revise future filings to provide a more detailed discussion consistent with the disclosure set forth above.

2

Goodwill and other Intangibles Assets, page 36

2.

Please tell us and revise future filings to disclose how you validate the values assigned to loan servicing assets determined by a third party and clarify the sources of the market value assumptions used to value them at each reporting period (i.e., third party or internally obtained).

Response:

The fair value of our mortgage servicing rights is validated by first ensuring the completeness and accuracy of the loan data used in the valuation analysis.  Reconciliation is performed by comparing the loan data from our loan system to a valuation report prepared by a third party. Additionally, the critical assumptions which come from the third party are reviewed by management. This review may include comparing actual assumptions to forecast or evaluating the reasonableness of market assumptions by reviewing them in relation to the values and trends of assumptions used by peer banks. The validation process also includes reviewing key metrics such as the fair value as a percentage of the total unpaid principal balance of the mortgages serviced, and the resulting percentage as a multiple of the net servicing fee. These key metrics are tracked to ensure the trends are reasonable, and are periodically compared to peer banks.  We will revise future filings to provide a comparable discussion consistent with the disclosure set forth above.

Net Interest Margin, page 41

3.

Please tell us and revise future filings to discuss the factors contributing to the slowing of premium amortization on your mortgage backed securities, including quantification of it on your net interest margin in the periods presented.

Response:

Slowing of premium amortization in 2013 was attributed to reduced prepayment speeds on mortgage-backed securities.  Reduced prepayment on mortgage backed securities were a result of an increase in intermediate-term yields of approximately 100 bps in 2013.  As a result of slower premium amortization, the net interest margin was positively impacted by 5 bps in 2013. We will revise future filings to provide a comparable discussion consistent with the disclosure set forth above, as applicable.

Loan Portfolio, page 45

4.

Please tell us and revise in future filings to provide expanded discussions of your loan underwriting policies and procedures. For instance, discuss criteria in addition to loan to value ratios applied to your loans, such as FICO scores, etc.

Response:

In addition to the information provided in our Form 10-K, the general underwriting guidelines require analysis and documentation to include among other things, overall credit worthiness of borrower, guarantor support, use of funds, loan term, minimum equity, loan-to-value standards, repayment terms, sources of repayment, covenants, pricing, collateral, insurance, and documentation standards.   All loan requests considered by us should be for a clearly defined legitimate purpose with a determinable primary source, as well as alternate sources of repayment.  All loans should be supported by appropriate documentation including, current financial statements, credit reports, collateral information, asset verification, tax returns, title reports, and appraisals (where appropriate).

3

We score consumer and small business loans using an underwriting matrix (“Scorecard”) developed based on the results of a third party analysis (Experian Information Solutions, Inc.) commissioned by our Bank. The Scorecard uses the attributes that were determined to most highly correlate with probability of repayment.  Those attributes include (i) credit score, (ii) age of oldest account, (iii) credit limit amount, and (iv) debt-to-income (“DTI”) ratio. We will revise future filings to provide a comparable discussion consistent with the disclosure set forth above.

5.

Please tell us and revise future filings to discuss the nature of your loan products by loan category, to include fixed rate loans and variable rate loans. For variable rate loans, disclose whether borrowers are qualified at the fully indexed interest rate and, if not, how you evaluate the risks associated with these loans in the underwriting process.

Response:

We respectfully refer the Staff to the disclosure provided on pages 49 and 50 of our Form 10-K. which we believe is consistent with the requirements set forth in Securities Act Industry Guide 3 for Statistical Disclosure by Bank Holding Companies, item III. B. Loan Portfolio: Maturities and Sensitivities of Loans to Changes in Interest Rates.  Notwithstanding the foregoing, we provide the additional disclosure and will revise future filings to provide disclosure consistent with the disclosure provided below.

At December 31, 2013 commercial, financial and agricultural loans were 22.8% fixed rate and 77.2% variable rate. Real estate construction loans were 23.8% fixed rate and 76.2% variable rate. Residential mortgage loans, which include home equity lines and loans, were 72.5% fixed rate and 27.5% variable rate. Commercial mortgage loans were 39.6% fixed rate and 60.4% variable rate. Consumer loans were 77.4% fixed rate and 22.6% variable rate.

Commercial loans and commercial mortgage loans with variable interest rates are underwritten at the current market rate of interest. For commercial loans and commercial real estate loans with a fixed rate period that are not fully amortizing, the loans are underwritten at the current market rate of interest.  At the expiration of the fixed rate period and/or maturity, the projected loan balance at that time is underwritten at an interest rate based on the current interest rate plus two percent per annum (2.0%).

Qualifying payments for our variable rate residential mortgage loans with initial fixed rate periods of 5 years or less are calculated using the greater of the note rate plus 2% per annum or the fully indexed rate. Payments for our variable rate loans with a fixed-rate period of greater than 5 years are calculated using the greater of the note rate or the fully indexed rate.  The qualifying payment for our HELOCs is based on the fully indexed rate plus the required principal payment due during repayment assuming the line was fully drawn.  Our consumer lines of credit use a qualifying payment factor that exceeds the actual fully indexed interest rate.

4

Table 12. Maturity Distribution of Loans

Maturing

Over one

One year

through

Over five

or less

five years

years

Total

(Dollars in thousands)

Commercial, financial and agricultural

   With fixed interest rates

$
2,983

$
53,906

$
34,062

$
90,951

   With variable interest rates

33,378

172,163

102,224

307,765

36,361

226,069

136,286

398,716

Real estate:

   Construction

      With fixed interest rates

4,833

8,952

4,184

17,969

      With variable interest rates

14,779

33,851

9,017

57,647

19,612

42,803

13,201

75,616

   Mortgage - residential

      With fixed interest rates

1,808

18,164

878,092

898,064

      With variable interest rates

10,171

38,047

292,977

341,195

11,979

56,211

1,171,069

1,239,259

   Mortgage - commercial

      With fixed interest rates

23,171

85,873

128,552

237,596

      With variable interest rates

33,919

84,243

244,323

362,485

57,090

170,116

372,875

600,081

Consumer

   With fixed interest rates

1,107

128,808

110,490

240,405

   With variable interest rates

14,070

31,367

24,846

70,283

15,177

160,175

135,336

310,688

Leases

   With fixed interest rates

1,880

3,664

697

6,241

   With variable interest rates

-

-

-

-

1,880

3,664

697

6,241

Total

$
142,099

$
659,038

$
1,829,464

$
2,630,601

6.

Please tell us and revise future filings to clarify whether or not your loan portfolio includes any non-conforming loans such as hybrid loans, interest only loans, etc. and, if applicable, how they are underwritten.

Response:

Adjustable rate mortgages or hybrid adjustable rate mortgages comprised 11% and 16% of the residential mortgage loan portfolio as of December 31, 2013 and 2012, respectively. Qualifying payments for our variable rate residential mortgage loans with initial fixed rate periods of 5 years or less are calculated using the greater of the note rate plus 2% per annum or the fully indexed rate. Payments for our variable rate loans with a fixed-rate period of greater than 5 years are calculated using the greater of the note rate or the fully indexed rate.  The portfolio also included only one pay option ARM and one interest only loan with principal balances of $512 thousand and $1.1 million respectively at December 31, 2013.  The pay option ARM loan was originated in 2005 and the interest only loan was originated in 2012.  The pay option and interest only loan products are no longer being offered. Given the insignificant amounts of these loans, we do not intend to include further information in future filings about these loans unless they become material.

5

7.

Given the different credit characteristics of home equity lines of credit (HELOC) and home equity loans from first lien mortgages, please tell us and revise future filings to provide a separate discussion of the underwriting policies and procedures for them, including whether they are amortizing or balloon, the percentage of them for which you own the first lien and how you monitor credit risk on those for which the first lien is owned by others.

Response:

Home equity lines of credit (“HELOCs”) are underwritten according to a policy and guidelines reviewed and approved by the Board of Directors annually.  All HELOCs originated since early 2011 have a 10 year draw period followed by a 20 year repayment period during which the principal balance will be fully amortized.  As of December 31, 2013, 58% of the HELOCS in the portfolio are fully amortizing and the remaining 42% have a balloon payment due at maturity.  All HELOCs today are underwritten using a qualifying payment which assumes the line is fully drawn and is amortizing as if was in the repayment period.  Underwriting criteria include a minimum FICO score, maximum DTI ratio, and maximum combined loan-to-value (“CLTV”) ratio.  During 2013, the weighted average FICO score for newly originated lines exceeded 760 and the weighted average CLTV ratio was less than

May 8, 2014

Via E -mail
Denis K. Isono
Executive Vice President and Chief Financial Officer
Central Pacific Financial Corp.
220 South King Street
Honolulu, HI 96813

Re: Central Pacific  Financial Corp.
Form 10-K for Fiscal Period Ended  December 31, 2013
Filed February 28, 2014
  File No.  001-31567

Dear Mr. Isono :

We have reviewed your filing an d 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 advising us when you will provide the requested
response.   If yo u 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, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2013

Critical Accounting Policies and Use of Estimates

Allowance for Loan and Lease Losses, page 34

1. Please tell us and revise future filings to provide a detailed discussion of which loans you
evaluate for impairment on an individual basis under ASC 310 -10 and which loans you
evaluate for impairment on a pool  or homogeneous basis under ASC 450-20.  Please be
specific, addressing each major loan category. In clude applicable quantitative thresholds,
methodologies used (e.g., discounted cash flows, collateral values) and other criteria that
you apply as well as a discussion of the surrounding uncertainties of each methodology.

Denis K. Isono
Central Pacific Financial Corp.
May 8, 2014
Page 2

 Goodwill and other Intangibles Assets, page 36

2. Please tell us and revise future filings to disclose how you validate the values assigned to
loan servicing assets determined by a third party and clarify the sources of the market
value assumptions used to value them at each reporting per iod (i.e., third party or
internally obtained).

Net Interest Margin, page 41

3. Please tell us and revise future filings to discuss the factors contributing to the slowing of
premium amortization on your mortgage backed securities, including quantificatio n of it
on your net interest margin in the periods presented.

Loan Portfolio, page 45

4. Please tell us and revise in future filings to provide expanded discussions of your loan
underwriting policies and procedures.  For instance, discuss criteria in additi on to loan to
value ratios applied to your loans, such as FICO scores, etc.

5. Please tell us and revise future filings to discuss the nature of your loan products by loan
category, to include fixed rate loans and variable rate loans.  For variable rate loans,
disclose whether borrowers are qualified at the fully indexed interest rate and, if not, how
you evaluate the risks associated with these loans in the underwriting process.

6. Please tell us and revise future filings to clarify whether or not your loa n portfolio
includes any non -conforming loans such as hybrid loans, interest only loans, etc. and, if
applicable, how they are underwritten.

7. Given the different credit characteristics of home equity lines of credit (HELOC) and
home equity loans from first  lien mortgages, please tell us and revise future filings to
provide a separate discussion of the underwriting policies and procedures for them,
including whether they are amortizing or balloon, the percentage of them for which you
own the first lien and h ow you monitor credit risk on those for which the first lien is
owned by others.

8. Please tell us and revise future filings to provide disaggregated disclose of your
HELCO’s and home equity loans from your residential real estate loans in the table
presente d on page 45 and elsewhere, as applicable.  The current disclosure that these
loans are approximately 14% of your residential real estate does not appear to enable
reader to understand the changes in this loan segment between periods.

Denis K. Isono
Central Pacific Financial Corp.
May 8, 2014
Page 3

 Maturities and Sen sitivities of Loans to Changes in Interest Rates, page 49

9. Please tell us and revise the tabular presentation in this section in future filings to
incorporate your entire loan portfolio.

Provision and Allowance for Loan and Lease Losses, page 50

10. You d isclose on page 52 that you made certain enhancements to your methodologies in
2010 and that you did not make any material enhancements in 2011 through 2013.  Please
tell us  and revise future filings to provide a detailed discussion of how you develop the
historical loss experience used to determine the allowance for loan losses.  In your
response, please fully explain how the 2010 enhancements and the lack of subsequent
enhancements contributed to your determination that your allowance for loan losses were
appropriate f or the periods presented.

11. Please  tell us and  revise future filings to provide a more detailed discussion of the
changes in your credit quality between periods since your methodology does not appear
to capture the apparent improvement in c redit quality in your loan portfolio, resulting in a
net credit to the loan loss provision in each period presented fo r the last three fiscal years
and an increase in the allowance for loan and lease losses as a percentage of non -accrual
loans and nonperfo rming assets including loans held for sale which ranged from 79% at
December 31, 2010 to 201.55% at December 31, 2013.  Please also tell us and revise
future filings to discuss the basis for including loan s held for sale in your presentations of
the allowance for loan losses. Finally, p lease tell us why you believe your allowance for
loan losses was directionally consistent considering noted asset quality improvements and
why you believe your allowance for l oan losses were appropri ate for these periods.

12. Noting your reference to the segmentation guidance in ASC 310 -10, please tell us and
revise future filings to provide qualitative and quantitative disclosures of how you apply
that guidance.

Financial Stat ements and Supplementary Data, beginning on page 66

13. You disclose a material weakness in your internal controls over financial reporting in the
report issued by your independent accountant and the related disclosures in
management’s report on internal cont rol over financial control.   Please tell us and revise
future filings to disclose specifically when and how the material weakness was identified
and to more specifically describe its effect on the determination of the allowance for loan
and lease losses, both qualitatively and quantitatively.   Discuss whether the related input
data was tested for effectiveness in periods prior to the identification of the material
weakness; and, if so, what changed in the period the material weakness was identified.
Your  discussion should clarify how you determined earlier periods were not affected by
the material internal control weakness.

Denis K. Isono
Central Pacific Financial Corp.
May 8, 2014
Page 4

Note 5.  Loans and Leases, page 83

14. Please tell us and revise future filings to include the discussion of risk characteristics
relevant to each portfolio segment required by ASC 310 -10-50-11(B).

Note 26. Parent Company and Regulatory Restrictions
Condensed Statements of Cash Flows, page 121

15. You commenced paying cash dividends to common shareholders this past year.
However, the sources of cash flows used to pay these dividends is not clear since the line
item Other, net accounts for a significant percentage of your net cash provided by (used
in) operating activities over the last three years.  Please tell us and consider disclosi ng,
the nature and amount of the transactions included in the Other, net line item.

Please also tell us and revise the liquidity disclosures of the holding company in the
liquidity section of Management’s Discussion and Analysis to describe the signific ant
drivers of operating, investing and financing cash flows and the reasons for the material
variations in these cash flows over the last three years.

Definitive Proxy Statement on Schedule 14A

Summary Compensation, page 46

16. We note that the total comp ensation earned by each of the named executive officers in
2013 was significantly less than the compensation earned in 2012. The Compensation
Discussion and Analysis does not appear to address this material difference. Please
advise.

             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 Exchange Act rules require.   Since the company and i ts 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 provide  a written 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

Denis K. Isono
Central Pacific Financial Corp.
May 8, 2014
Page 5

  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.

You may contact Paul Cline  at (202)551 -3851  or me at (202)551 -3752  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Erin Purnell  at (202)551 -3454  or Mark Webb at (202)551 -3698  with any other questions.

Sincerely,

 /s/ Gus Rodriguez

 Gus Rodriguez
        Accounting Branch Chief

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CENTRAL PACIFIC FINANCIAL CORP. LETTERHEAD

March 8, 2012

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Michael F. Johnson

Re:          Central Pacific Financial Corp.
 Registration Statement on Form S-3

File No. 333-179807

Dear Sir or Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Central Pacific Financial Corp. (the “Company”) hereby requests that the effective date of the above-referenced registration statement on Form S-3 (the “Registration Statement”) be accelerated so that the Registration Statement may become effective on Friday, March 9, 2012 at 5:00 p.m., Eastern Time, or as soon thereafter as may be practicable.

The Company acknowledges that:

·      should the U.S. Securities and Exchange Commission (the “Commission”) or the Commission staff (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 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 disclosure in the filing; and

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

The Company confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

We request that we be notified of such effectiveness by a telephone call to Craig D. Miller of our counsel, Manatt Phelps & Phillips, LLP, at (415) 291-7415 and that such effectiveness also be confirmed in writing.

Sincerely,

CENTRAL   PACIFIC FINANCIAL CORP.

By:

/s/   GLENN K.C. CHING

Glenn   K.C. Ching

Senior   Vice President, Corporate Secretary and General Counsel

CORRESP
1
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March 7, 2012

VIA E-MAIL AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attention: Michael F. Johnson, Esq.

Re:     Central Pacific Financial Corp.;
 Registration Statement on Form S-3; File Number 333-179807

Ladies and Gentlemen:

Central Pacific Financial Corp. (the “Company”) hereby submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 6, 2012 relating to the Company’s Registration Statement on Form S-3 (File No. 333-179807) filed with the Commission on February 29, 2012.

Simultaneously herewith, the Company is filing via EDGAR Pre-Effective Amendment No.1 to the Registration Statement.

In this letter, we have restated the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

PART. II.  Information Not Required in Prospectus

Item 16. Exhibits

(a) List of Exhibits, page II-3

1.  We are unable to locate disclosure that specifically incorporates your exhibits into your Form S-3. As you know, the exhibits required by Item 16 of Form S-3 must be either included in the Form S-3 or specifically incorporated by reference. Although you have indicated in your exhibit index where the exhibits were initially filed, you have not incorporated them by reference into your Form S-3. Please advise or revise.

We have revised the exhibit index as requested.

Exhibit 5.1

2.          We note your statements in paragraphs e) and f) that assuming the Tax Benefits Preservation Plan has been duly authorized, executed and delivered by the rights agent, (i) the Preferred Share Purchase Rights attributable to the shares have been validly issued, and (ii) when the Warrant Shares have been duly issued and sold in accordance with the terms of the TARP Warrant, the Preferred Share Purchase Rights attributable to the Warrant Shares will be validly issued, respectively. However, as a right is a contractual obligation issued pursuant to an agreement, counsel must opine that the right is a binding obligation of the registrant under the law of the jurisdiction governing the rights agreement.  Please refer to Section II.B.1.f. of Staff Legal Bulletin No. 19, and revise accordingly.

We have revised the opinion as requested. See paragraph (e) and (f) of the opinion.

Exhibit 5.2

3.          We note the statement of counsel that they have assumed the TARP Warrant has been duly authorized. The staff considers it inappropriate for counsel to include in its opinion assumptions that are overly broad, that “assume away” the relevant issue or that assume any of the material facts underlying the opinion or any readily ascertainable facts. Please refer to Section II.B.3 of Staff Legal Bulletin No. 19, and revise accordingly.

We have revised the opinion as requested and deleted the assumption that the TARP Warrant has been duly authorized.

* * * * *

In response to the Staff’s request in their letter, dated March 6, 2012, the Company has authorized the undersigned to acknowledge the following on the Company’s behalf:

·      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 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 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 feel free to contact me should you have any questions or additional comments.

Sincerely,

CENTRAL   PACIFIC FINANCIAL CORP.

By:

/s/   Glenn K.C. Ching

Glenn   K.C. Ching

Senior   Vice President, Corporate Secretary and General Counsel

March 6, 2012
 Via E-mail

Mr. Glenn K.C. Ching General Counsel Central Pacific Financial Corp. 220 South King Street Honolulu, HI 96813
Re: Central Pacific Financial Corp.
  Registration Statement on Form S-3
Filed February 29, 2012
  File No. 333-179807

Dear Mr. Ching:
 We have limited our review of your filing 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.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Part II. Information Not Required in Prospectus

 Item 16. Exhibits

 (a) List of Exhibits, page II-3

 1. We are unable to locate disclosu re that specifically incorpor ates your exhibits into your
Form S-3.  As you know, the exhibits required by Item 16 of Form S-3 must be either
included in the Form S-3 or specifically in corporated by reference.  Although you have
indicated in your exhibit inde x where the exhibits were initially filed, you have not
incorporated them by reference into your  Form S-3.  Please advise or revise.

 Mr. Glenn K.C. Ching
 Central Pacific Financial Corp.  March 6, 2012  Page 2

 Exhibit 5.1

2. We note your statements in paragraphs e)  and f) that assuming the Tax Benefits
Preservation Plan has been duly authorized, ex ecuted and delivered by the rights agent,
(i) the Preferred Share Purchase Rights attribut able to the shares have  been validly issued,
and (ii) when the Warrant Shares have been duly issued and sold in accordance with the terms of the TARP Warrant, the Preferred Sh are Purchase Rights attributable to the
Warrant Shares will be validly issued, respec tively.  However, as a right is a contractual
obligations issued pursuant to  an agreement, counsel must  opine that the right is a
binding obligation of the registrant under the law of the jurisdicti on governing the rights
agreement.
  Please refer to Section II.B.1.f. of Staff Legal Bulletin No. 19, and revise
accordingly.
Exhibit 5.2
3. We note the statement of counsel that they  have assumed the TA RP Warrant has been
duly authorized.  The staff considers it inappr opriate for counsel to include in its opinion
assumptions that are overly broad, that “assume  away” the relevant issue or that assume
any of the material facts underl ying the opinion or any readily as certainable facts.  Please
refer to Section II.B.3.a of Staff Lega l Bulletin No. 19, and revise accordingly.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd 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 Rule 461 regarding requests fo r acceleration.  We will consider a written
request for acceleration of the e ffective date of the registration statement as confirmation of the

 Mr. Glenn K.C. Ching
 Central Pacific Financial Corp.  March 6, 2012  Page 3

 fact that those requesting acceler ation are aware of their respec tive responsibilities under the
Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 If you have questions or comme nts please contact Michael F.  Johnson, Staff Attorney, at
(202) 551-3477.  If you require further assistan ce, you may contact me at (202) 551-3698.

Sincerely,
  `        / s / M a r k  W e b b           M a r k  W e b b          L e g a l  B r a n c h  C h i e f

April 8, 2011
 Glenn K.C. Ching Senior Vice President,  Corporate Secretary and General Counsel Central Pacific Financial Corp.
220 South King Street
Honolulu, Hawaii 96813
Re: Central Pacific Financial Corp.
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 9, 2011 File No. 001-31567

Dear Mr. Ching:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Michael Clampitt Senior Counsel
cc: (facsimile only)
Alison S. Ressler Sullivan & Cromwell LLP (310) 712-8800

CORRESP
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April 12, 2011

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C.  20549

Re:

Central   Pacific Financial Corp.

Registration   Statement on Form S-1

File   No. 333-172480

Dear Sir or Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Central Pacific Financial Corp. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that the Registration Statement may become effective on April 12, 2011, at 5:00 p.m., Eastern time, or as soon thereafter as may be practicable.

The Company acknowledges 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 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 disclosure in the filing; and

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

The Company confirms that it is aware of its responsibilities under the Securities Act as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

We request that we be notified of such effectiveness by a telephone call to Alison S. Ressler of our counsel Sullivan & Cromwell LLP at (310) 712-6630 and that such effectiveness also be confirmed in writing.

Sincerely,

CENTRAL   PACIFIC FINANCIAL CORP.

/s/   Glenn K.C. Ching

By:

Glenn   K.C. Ching

Title:

Senior   Vice President and

General   Counsel

cc:

Alison   S. Ressler

(Sullivan &   Cromwell LLP)

April 7 , 2011

Glenn K.C. Ching Senior Vice President,
Corporate Secretary and General Counsel
Central Pacific Financial Corp.
220 South King Street
Honolulu, Hawaii 96813

Re: Central Pacific Financial Corp.
Amendment No. 1 to Registration Statement on F orm S -1
and Documents Incorporated by Reference
Filed April 1 , 2011
  File No. 333 -172479
 Dear Mr. Ching :

We have reviewed your response letter and amended registration statement filed on April
1, 2011 and have the following comments.  In some of our com ments, 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 y our 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 addit ional comments.

Amendment No. 1 to Form S -1

General
 1. We note your response to prior comment 3 in our letter dated March 25, 2011.  Please provide us with a letter from FINRA stating that the compensation arrangements for Wells Fargo Bank, N.A. and Sandler O’Neill in connection with the Rights Offering do not require FINRA approval.

Cover Page
 2. We note your revised disclosure in response to prior comment 3 in our letter dated March 25, 2011.  Please further revise your disclosure to quantify the “custom ary transaction

Glenn K.C. Ching
Central P acific Financial Corp.
April 7 , 2011
Page 2

fees” to which Wells Fargo is entitled in connection with the Rights Offering.  Refer to Item 501 of Regulation S -K.  In addition, disclose the fees to be paid to Sandler O’Neill.

Questions and Answers Related to this Rights Offering

Will our directors and executive officers participate in this Rights Offering?, page 7
 3. We note your response to prior comment 11 in our letter dated March 25, 2011.  Please revise your Q&A to disclose the information provided in your response.

Use of Proceeds, page 33
 4. We note your response to prior comment 21 in our letter dated March 25, 2011.  Please revise the “Use of Proceeds” section to disclose the amount of accrued and unpaid interest currently outstanding, as provided in your response.

Plan of Di stribution, page 33
 5. Please refer to comment 2 above and to Item 508 of Regulation S -K.

PART II

Item 15. Recent Sales of Unregistered Securities, page II -4
 6. We note your response, which was provided in the Confidential Lett er, to prior comment
26 in our letter dated March 25, 2011.  Please revise your disclosure in Item 15 to disclose the information provided in response to prior comment 26, including without limitation the fees to which Sandler is entitled in connection with the Rights Offering, or provide us your legal analysis explaining why such information is not required to be disclosed.  Refer to Item 701 of Regulation S -K.

Exhibit  4.4
 7. We note that Section 19 of the Subscription Agent Agreement references a fee schedule that has been “previously provided” to the company.  Please file this schedule as an exhibit to your next amendment.

Accounting Comments

Please revise both registration statements to address the accounting comments below.
The legal comments on Fi le Number 333- 172480 will follow under separate cover.

Glenn K.C. Ching
Central P acific Financial Corp.
April 7 , 2011
Page 3

Capitalization and Pro forma Financial Information

Pro forma Consolidated Balance Sheet, page 34
 8. Please refer to our previous comment 9 in our letter dated March 25, 2011 related to File No. 333- 172480.  We note that you revised your rate of exercise to 50%.  For the
purposes of disclosing the potential impact of the variability of this assumption rate, please revise your footnotes to this table to show the impact of an exercise rate of 0% and 100%  on your major balance sheet and income statement items, respectively.
 9. Please refer to our previous comment 10 in our letter dated March 25, 2011  related to File
No. 333- 172480.  We note your revised disclosure and the revised table on page 35.
Please revise to disclose how you determined that it was  factually supportable to reflect
the actual shares issued in the private placement , TARP exchange and rights offering as
the weighted average shares outstanding for the entire year.  We note that these shares
will not be outstanding for the full year.
 10. Please refer to our previous comment 11 in our letter dated March 25, 2011  related to File
No. 333- 172480.  We note your revised disclosure regarding the classification of the
adjustment to the warrants in your footnote on page 35.  It remains unclear how you determined that the adjustment should be classified as a liability since the exchange of the Old Warrants for the Amended Warrants does not appear to require cash settlement.
Rather, the terms of the warr ant as disclosed appear to call for adjustment of the exercise
price of the shares to be issued as well as the number of shares to be issued.  Please
provide a more complete analysis as to how you concluded that the adjustment should be
classified as a liability.   Tell us in detail and revise your disclosure to briefly identify the
term(s) of the warrant that result in liability classification.  Tell us the specific section of the literature on which you relied in your conclusion that liability classification was
appropriate.

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

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

Critical Accounting Policies and Use of Estimates

Loans Held for Sale, page 48

11. Pleas e refer to our previous comment 26 in our letter dated March 25, 2011  related to File
No. 333- 172480.  We believe the information provided in your response to this comment
would be meaningful to the reader.  Given the significant increase in the provision for representations and warranties expense during the current year as well as the increasing trends of repurchase demands, please confirm that you will provide the information

Glenn K.C. Ching
Central P acific Financial Corp.
April 7 , 2011
Page 4

included in your response in future filings.  Alternatively, please revise to te ll us in
greater detail why you believe the disclosure is not necessary.

You may contact Rebekah Lindsey at (202) 551- 3303 or Kevin W. Vaughn at (202) 551-
3494 if you have questions regarding comments on the financial statements and related matters.  Please co ntact David Lin at (202) 551- 3552 or me at (202) 551- 3434 with any other questions.

Sincerely,

  Michael Clampitt Senior Counsel
 cc: (facsimile only)
Alison S. Ressler
Sullivan  & Cromwell LLP
(310) 712- 8800

CORRESP
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April 8, 2011

Mr. Michael
Clampitt

Senior Counsel

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-4561

Re:Central
Pacific Financial Corp.

Registration Statement on Form S-1 (File No. 333-172479)

Dear
Mr. Clampitt:

        On
behalf of our client, Central Pacific Financial Corp., a Hawaii corporation (the "Company"), we enclose herewith Annex A containing changed pages to the Company's Registration
Statement on Form S-1 (File No. 333-172479) (the "Form S-1") which will be included in Amendment No. 2 to the Registration Statement and
set forth below the Company's responses to your letter, dated April 7, 2011 (the "Comment Letter"), relating to comments of the staff (the "Staff") of the Securities and Exchange Commission
(the "Commission") concerning the Form S-1. Except as otherwise noted in this letter, the information provided in response to the Comment Letter has been supplied by the Company,
which is solely responsible for it. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in
the Form S-1. For your convenience, we have included the Staff's comments below in bold and have keyed our responses accordingly. References to page numbers herein are references to
page numbers in the changed pages in Annex A.

        In
some of the responses, the Company has agreed to change or supplement the disclosures in its filings. It is doing so in the spirit of cooperation with the Staff, and not because the
Company believes its prior filing is materially deficient or inaccurate. Accordingly, any amendment to its filings to implement these changes, or any changes implemented in future filings, should not
be taken as an admission that prior disclosures by the Company were in any way deficient.

        We
also have indicated in certain of the responses that the Company believes no change in disclosure is appropriate, and have explained why. We understand that the Staff's comments, even
where a disclosure change is requested or suggested, are based on the Staff's understanding of information available to it, which may be less than the information available to the Company.
Accordingly, we understand those Staff comments may be withdrawn or modified based on the additional explanation or information the Company provides.

        The
Company acknowledges 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 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 disclosure in the filing; and

•the Company may not assert the Staff's 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.

 Amendment No. 1 to Form S-1

 General

1.We note your response to prior comment 3 in our letter dated March 25, 2011. Please provide us with a letter from FINRA
stating that the compensation arrangements for Wells Fargo Bank, N.A. and Sandler O'Neill in connection with the Rights Offering do not require FINRA approval.

 Response

        The Company continues to believe that no filing with FINRA is required. Representatives of Sullivan & Cromwell LLP held a
teleconference with a representative of FINRA on April 7, 2011, during which the FINRA representative confirmed that no FINRA filing is required based on the description of the subscription
agent's ministerial duties provided to such representative. The FINRA representative undertook to place a call to Mr. Clampitt to confirm this conclusion.

 Cover Page

2.We note your revised disclosure in response to prior comment 3 in our letter dated March 25, 2011. Please further revise your
disclosure to quantify the "customary transaction fees" to which Wells Fargo is entitled in connection with the Rights Offering. Refer to Item 501 of Regulation S-K. In
addition, disclose the fees to be paid to Sandler O'Neill.

 Response

        The fee arrangement with the subscription agent has been modified such that the Company agreed to pay the subscription agent estimated
fees and expenses of $83,000. The Company has revised the cover page and pages 39 and II-1 to reflect this lump sum amount.

 Questions and Answers Related to this Rights Offering

 Will our directors and executive officers participate in this Rights Offering?, page 7

3.We note your response to prior comment 11 in our letter dated March 25, 2011. Please revise your Q&A to disclose the
information provided in your response.

 Response

        The Company has revised page 8 in response to this comment.

 Use of Proceeds, page 33

4.We note your response to prior comment 21 in our letter dated March 25, 2011. Please revise the "Use of Proceeds" section to
disclose the amount of accrued and unpaid interest currently outstanding, as provided in your response.

 Response

        The Company has revised page 39 in response to this comment.

 Plan of Distribution, page 33

5.Please refer to comment 2 above and to Item 508 of Regulation S-K.

 Response

        The Company has revised page 39 in response to this comment.

 PART II

 Item 15. Recent Sales of Unregistered Securities, page II-4

6.We note your response, which was provided in the Confidential Letter, to prior comment 26 in our letter dated March 25, 2011.
Please revise your disclosure in Item 15 to disclose the information provided in response to prior comment 26, including without limitation the fees to which Sandler
2

 is entitled in connection with the Rights Offering, or provide us your legal analysis explaining why such information is not required to be disclosed. Refer to Item 701 of
Regulation S-K.

 Response

        The Company has revised the cover page and pages 39 and II-4 in response to this comment.

 Exhibit 4.4

7.We note that Section 19 of the Subscription Agent Agreement references a fee schedule that has been "previously provided" to
the company. Please file this schedule as an exhibit to your next amendment.

 Response

        The Company will file Annex B as part of Exhibit 4.4 to the Form S-1.

 Accounting Comments

        Please revise both registration statements to address the accounting comments below. The legal comments on File
Number 333-172480 will follow under separate cover.

 Capitalization and Pro forma Financial Information

 Pro forma Consolidated Balance Sheet, page 34

8.Please refer to our previous comment 9 in our letter dated March 25, 2011 related to File No. 333-172480.
We note that you revised your rate of exercise to 50%. For the purposes of disclosing the potential impact of the variability of this assumption rate, please revise your footnotes to this table to
show the impact of an exercise rate of 0% and 100% on your major balance sheet and income statement items, respectively.

 Response

        The Company has revised pages 42-44 in response to this comment.

9.Please refer to our previous comment 10 in our letter dated March 25, 2011 related to File No. 333-172480.
We note your revised disclosure and the revised table on page 35. Please revise to disclose how you determined that it was factually supportable to reflect the actual shares issued in the
private placement, TARP exchange and rights offering as the weighted average shares outstanding for the entire year. We note that these shares will not be outstanding for the full
year.

 Response

        Rule 11-02(b)(7) of Regulation S-X states: "For transactions involving the issuance of
securities, the number of shares used in the calculation of the pro forma per share data should be based on the weighted average number of shares outstanding during the period adjusted to give effect
to shares subsequently issued or assumed to be issued had the particular transaction or event taken place at the beginning of the period presented." The Company respectfully submits that pursuant to
this rule, it is appropriate to reflect the actual shares issued in the
Private Placement, TARP Exchange and the Rights Offering assuming these transactions occurred on January 1, 2010.

        In
response to this comment, the Company has added footnote 7 to the pro forma consolidated statement of operations on page 44 which discloses the pro forma weighted average
common shares outstanding and the loss per share (basic and diluted) if the Private Placement, TARP Exchange and Rights Offering had been consummated on December 31, 2010.

3

10.Please refer to our previous comment 11 in our letter dated March 25, 2011 related to File No. 333-172480.
We note your revised disclosure regarding the classification of the adjustment to the warrants in your footnote on page 35. It remains unclear how you determined that the adjustment should be
classified as a liability since the exchange of the Old Warrants for the Amended Warrants does not appear to require cash settlement. Rather, the terms of the warrant as disclosed appear to call for
adjustment of the exercise price of the shares to be issued as well as the number of shares to be issued. Please provide a more complete analysis as to how you concluded that the adjustment should be
classified as a liability. Tell us in detail and revise your disclosure to briefly identify the term(s) of the warrant that result in liability classification. Tell us the specific section of the
literature on which you relied in your conclusion that liability classification was appropriate.

 Response

        The terms of the Company's amended TARP warrant were modified to include a "down-round" provision allowing for the future
adjustment to the exercise price for any subsequent issuances of common stock by the Company. Specifically, If the Company issues common stock, or rights or shares convertible into common stock, at a
per share price lower than the $10 exercise price of the warrant, the exercise price of the warrant will be reduced to the per share common stock amount received in connection with the issuance and
the number of shares of common stock subject to the warrant will be increased.

        The
Company's classification of the warrant as a derivative liability is based on the fact that the warrant possesses the characteristics of a freestanding derivative financial
instrument as defined in
ASC 815-10-15-83. Specifically, the warrant has an underlying asset (the Company's common stock) and requires little net investment in comparison to what
would need to be paid to purchase the Company's common stock, and the warrant, upon exercise, provides for the delivery of an asset (the Company's common stock) that is readily convertible to cash.

        The
Company acknowledges that ASC 815-10-15-74(a) states that freestanding derivative financial instruments shall not be considered "derivative
instruments" for purposes of ASC 815-10 if the financial instrument is both indexed to an entity's own stock and is classified in stockholders' equity in the entity's financial
position. ASC 815-40-15-7C notes that an instrument shall be considered indexed to an entity's own stock if its settlement amount will equal the difference
between the following:

(a)The
fair value of a fixed number of the entity's equity shares and

(b)A
fixed monetary amount or a fixed amount of a debt instrument issued by the entity.

        ASC 815-40-55-33
and -34 (Example 9) clarifies the application of that guidance with respect to a "down-round" provision and
notes that this condition is not met. Specifically, it states:

The
settlement amount would not equal the difference between the fair value of a fixed number of the entity's equity shares and a fixed strike price. The strike price would be adjusted if Entity A
sells shares of its common stock for an amount less than $10 per share or if Entity A issues an equity-linked financial instrument with a strike price below $10 per share. Consequently, the settlement
amount of the warrants can be affected by future equity offerings undertaken by Entity A at the then-current market price of the related shares or by the contractual terms of other
equity-linked financial instruments issued in a subsequent period. The occurrence of a sale of common stock by the entity at market is not an input to the fair value of a
fixed-for-fixed option on equity shares. Similarly, the occurrence of a sale of an equity-linked financial instrument is not an input to the fair value of a
fixed-for-fixed option on equity shares, if the transaction was priced at market.

4

        The
feature described in the above example is identical to the feature included in the Company's amended TARP warrant. Therefore, the warrant would not be considered indexed to the
Company's own stock and the warrant would be subject to the recognition and measurement provisions of ASC 815, including recognition at fair value as a derivative liability.

        The
Company has amended its disclosures on page 43 to summarize the above conclusion that the classification of the warrant as a derivative liability is appropriate.

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

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

 Critical Accounting Policies and Use of Estimates

 Loans Held for Sale, page 48

11.Please refer to our previous comment 26 in our letter dated March 25, 2011 related to File No. 333-172480.
We believe the information provided in your response to this comment would be meaningful to the reader. Given the significant increase in the provision for representations and warranties expense
during the current year as well as the increasing trends of repurchase demands, please confirm that you will provide the information included in your response in future filings. Alternatively, please
revise to tell us in greater detail why you believe the disclosure is not necessary.

 Response

        The Company acknowledges the Staff's comment and confirms that it will provide the requested information in its future filings.

5

        If
you have any questions regarding this letter, please contact the undersigned at (310) 712-6630.

Sincerely,

/s/ Alison S. Ressler

Alison S. Ressler

 cc:

Glenn K.C. Ching

(Central Pacific Financial Corp.)

 6

  Annex A

7

  Annex B

  FEE SCHEDULE

    CENTRAL PACIFIC FINANCIAL CORP COMMON STOCK

ADMINISTRATION,
SET-UP & MAINTENANCE FEES

MAILING

TRANSACTION
PROCESSING

EXPENSES

 TOTAL ESTIMATED FEES AND EXPENSES

$
83,000.00

QuickLinks

Annex A

Annex B

FEE SCHEDULE CENTRAL PACIFIC FINANCIAL CORP COMMON STOCK

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April 8, 2011

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C.  20549

Re:

Central   Pacific Financial Corp.

Registration   Statement on Form S-1

File   No. 333-172479

Dear Sir or Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Central Pacific Financial Corp. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that the Registration Statement may become effective on April 8, 2011, at 12:00 p.m., Eastern time, or as soon thereafter as may be practicable.  The Company will be filing Amendment No. 2 to the Registration Statement on April 8, 2011 prior to such time which will respond to the Commission’s latest comments on the Registration Statement.

The Company acknowledges 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 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 disclosure in the filing; and

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

The Company confirms that it is aware of its responsibilities under the Securities Act as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

We request that we be notified of such effectiveness by a telephone call to Alison S. Ressler of our counsel Sullivan & Cromwell LLP at (310) 712-6630 and that such effectiveness also be confirmed in writing.

Sincerely,

CENTRAL   PACIFIC FINANCIAL CORP.

/s/   Glenn K.C. Ching

By:

Glenn   K.C. Ching

Title:

Senior   Vice President and

General   Counsel

cc:                                 Alison S. Ressler
 (Sullivan & Cromwell LLP)

CORRESP
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April 8, 2011

Mr. Michael Clampitt
 Senior Counsel
 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549-4561

Re:

Central Pacific   Financial Corp.

Registration Statement   on Form S-1 (File No. 333-172479)

Dear Mr. Clampitt:

On behalf of our client, Central Pacific Financial Corp., a Hawaii corporation (the “Company”), we provide below supplemental information that has been requested by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in connection with the Company’s Registration Statement on Form S-1 (File No. 333-172479) (the “Form S-1”).  Except as otherwise noted, the information provided in this letter has been supplied by the Company, which is solely responsible for it.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Form S-1.

Below is a summary of the differences regarding adjustments based on certain issuances of Common Stock between (1) the warrant issued by the Company to the United States Department of the Treasury (the “Treasury”) on January 9, 2009 (the “original warrant”) and (2) the amended warrant issued by the Company to the Treasury on February 18, 2011 (the “amended warrant”).

Adjustment Trigger.  Subject to certain exceptions, the original warrant’s exercise price was subject to adjustment if the Company issues Common Shares at a price per share that is less than 90% of the then current market price of the shares. The trigger under the amended warrant is issuance of Common Shares at a price per share that is less than the then applicable exercise price of the amended warrant.

Mr. Michael Clampitt

-2-

Adjustment of Shares Issuable Upon Exercise of Warrant.  If an adjustment is triggered, the shares issuable upon exercise of the original warrant was to be increased to the number obtained by multiplying such number of shares issuable by a fraction (A) the numerator of which shall be the sum of (x) the number of then outstanding Common Shares and (y) the number of additional Common Shares issued and (B) the denominator of which shall be the sum of the (I) the number of then outstanding Common Shares and (II) the number of shares which the aggregate consideration receivable by the Company for the shares issued would purchase at the then current market price of the Common Stock.  With respect to the amended warrant, the shares issuable upon exercise of the amended warrant will be increased to the number obtained by multiplying such number of shares issuable by a fraction (A) the numerator of which shall be the exercise price of the amended warrant before the adjustment described below and (B) the denominator of which shall be the consideration per share of Common Stock received by the Company in connection with the Common Stock issuance.

Adjustment of Exercise Price of Warrant.  If an adjustment is triggered, the exercise price of the original warrant was to be reduced by multiplying such exercise price by a fraction, the numerator of which shall be the number of Common Shares issuable upon exercise of the original warrant before the adjustment described above and the denominator of which shall be the number of Common Shares issuable upon exercise of the original warrant immediately after the adjustment described above.  With respect to the amended warrant, the exercise price will be reduced to equal the consideration per share of Common Stock received by the Company in connection with the Common Stock issuance.

Mr. Michael Clampitt

-3-

If you have any questions regarding this letter, please contact the undersigned at (310) 712-6630.

Sincerely,

/s/ Alison S. Ressler

Alison S. Ressler

cc:

Glenn K.C. Ching

(Central Pacific   Financial Corp.)

CORRESP
1
filename1.htm

April 8, 2011

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C.  20549

Re:

Central Pacific Financial Corp.

Registration Statement on   Form S-1

File No. 333-172479

Dear Sir or Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Central Pacific Financial Corp. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that the Registration Statement may become effective as soon as it has been cleared by the Securities and Exchange Commission (the “Commission”) on April 8, 2011.  The Company will be filing Amendment No. 2 to the Registration Statement on April 8, 2011 prior to such time which will respond to the Commission’s latest comments on the Registration Statement.

The Company acknowledges 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 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 disclosure in the filing;   and

·

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

The Company confirms that it is aware of its responsibilities under the Securities Act as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

We request that we be notified of such effectiveness by a telephone call to Alison S. Ressler of our counsel Sullivan & Cromwell LLP at (310) 712-6630 and that such effectiveness also be confirmed in writing.

Sincerely,

CENTRAL PACIFIC   FINANCIAL CORP.

/s/ Glenn K.C. Ching

By:

Glenn K.C. Ching

Title:

Senior Vice President   and

General Counsel

cc:

Alison S. Ressler

(Sullivan &   Cromwell LLP)

CORRESP
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April 4, 2011

Mr. Michael Clampitt
 Senior Counsel
 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549-4561

Re:                            Central Pacific Financial Corp.
  Registration Statement on Form S-1 (File No. 333-172480)

Dear Mr. Clampitt:

On behalf of our client, Central Pacific Financial Corp., a Hawaii corporation (the “Company”), we enclose herewith Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form S-1 filed February 28, 2011 (File No. 333-172480) (the “Form S-1”) and set forth below the Company’s responses to your letter, dated March 25, 2011 (the “Comment Letter”), relating to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the Form S-1.  Except as otherwise noted in this letter, the information provided in response to the Comment Letter has been supplied by the Company, which is solely responsible for it.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in Amendment No. 1.  For your convenience, we have included the Staff’s comments below in bold and have keyed our responses accordingly.  References to page numbers herein are references to page numbers in Amendment No. 1.

In some of the responses, the Company has agreed to change or supplement the disclosures in its filings.  It is doing so in the spirit of cooperation with the Staff, and not because the Company believes its prior filing is materially deficient or inaccurate.  Accordingly, any amendment to its filings to implement these changes, or any changes implemented in future filings, should not be taken as an admission that prior disclosures by the Company were in any way deficient.

We also have indicated in certain of the responses that the Company believes no change in disclosure is appropriate, and have explained why.  We understand that the Staff’s comments, even where a disclosure change is requested or suggested, are based on the Staff’s understanding of information available to it, which may be less than the information available to the Company.  Accordingly, we understand those Staff comments may be withdrawn or modified based on the additional explanation or information the Company provides.

Mr. Michael   Clampitt

-2-

The Company acknowledges 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 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 disclosure in the filing; and

·                the Company may not assert the Staff’s 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.

Form S-1

General

1.                                    We note your disclosure that Duane K. Kurisu is a contingent nominee to the board.  Please file as an exhibit to your next amendment the consent of Mr. Kirisu to be named as the same.  Refer to Rule 438 of the Securities Act of 1933.

Response:

The Company has added Mr. Kurisu’s consent to be named as a nominee to the board of directors as Exhibit 99.1 to the Form S-1.

Summary Consolidated Selected Financial Data page 6

2.                                    We note your disclosure of the measure of “Tangible common equity ratio.” This measure appears to be a non-GAAP measure as defined by Item 10(e) of Regulation S-K as it is not required by GAAP, Commission Rules, or banking regulatory requirements.  Please revise your disclosures to comply with all of the requirements in Item 10(e) of Regulation S-K, including clearly labeling the ratio as a non-GAAP measure and complying with all of the disclosure requirements.

Mr. Michael   Clampitt

-3-

Response:

The Company has deleted the tangible common equity ratio from the Summary Consolidated Selected Financial Data on page 6 in response to this comment.

Risk Factors, page 7

General

3.                                    We note in the second introductory paragraph the statements that this section describes some, but not all, of the risks you face.  Please revise to delete this language.  You must disclose all risks that you believe are material at this time.  Discussing the possibility of risks that are currently unknown or appear immaterial is unnecessarily confusing.

Response:

The Company has revised page 7 in response to this comment.

We are subject to a number of requirements and prohibitions under regulatory orders imposed on us . . . . page 7

4.                                    In the first paragraph you state that your capital levels currently exceed the levels required by the Consent Order and that you are at “well-capitalized” levels.  Please revise to disclose, both here and elsewhere in the document, your leverage capital ratio and total risk-based capital ratio as of the latest practicable date.

Response:

The Company has revised pages 7 and 36 in response to this comment.

5.                                    Please revise the third paragraph on page 8 to describe in greater detail the “number of other requirements” with which you are not currently in compliance with or provide a cross-reference to a section of the Prospectus where that complete discussion is located.

Response:

The Company has revised page 8 in response to this comment.

A large percentage of our loans are collateralized by real estate . . . . page 15

6.                                    If available for your market area, or a large segment of it, please provide statistics, for example from the Case-Shiller index, regarding declines in property values over the last three years.

Mr. Michael   Clampitt

-4-

Response:

The Company’s disclosure of the potential risks associated with its high concentration of loans secured by real estate is based on its actual loan loss experience in recent years.  The Company’s loss experience is consistent with and supported by third parties who provide statistical data on some of the markets in which the Company competes.

·                The Company’s residential real estate portfolio is domiciled in Hawaii.  Case-Shiller does not separately provide data for the Hawaii market.  However, the University of Hawaii Economic Research Organization (UHERO) recently reported that the average annual change in the average sales price of single family homes in Hawaii has been -11.2%, -5.7% and 2.8% for the years 2009, 2008 and 2007, respectively.

·                The Hawaii commercial real estate market is influenced by the general economic trends of the state.  According to UHERO, total payroll jobs shrank by 4.4% in 2009 and 0.9% in 2008, and are projected to decline by 0.5% in 2010. Tourism is a significant component of the state economy and visitor arrivals are projected to increase by 8.2% in 2010 after declining by 4.4% in 2009 and 10.5% in 2008.  Consequently, net absorption for commercial property of all types is projected to register a modest positive increase for 2010 after registering negative growth for 2009 and 2008.  Retail vacancy in Honolulu reached 19.1% in 2010 and is projected to decrease to 14.8% by the end of 2011.  The vacancy rate for office space in Honolulu is expected to peak at 13.6% in mid 2011.  While improving, the fundamentals still point to depressed values, lower net operating income, and longer stabilization periods.

·                The Company’s mainland commercial real estate portfolio is concentrated primarily in California.  According to Moody’s REAL Commercial Property Index, the value of U.S. commercial properties has declined by 41.9% as of October 2010 since its peak in October 2007.  In the last quarter of 2010, it improved by 5.7%.

The value of certain securities in our investment securities portfolio may be negatively affected . . . . page 18

7.                                    Please revise to explain in greater detail the “certain” securities to which this risk factor relates.

Response:

The Company has revised page 18 in response to this comment.

Mr. Michael Clampitt

-5-

Selling Shareholders, page 27

8.                                    Please tell us whether any of the selling shareholders is a broker-dealer or an affiliate of a broker-dealer.  Be advised that any selling shareholder who is a broker-dealer must be identified in the prospectus as an underwriter unless all of the securities being registered on behalf of that broker-dealer were received as compensation for underwriting activities.  In addition, a selling shareholder who is an affiliate of a broker-dealer must be identified in the prospectus as an underwriter unless the prospectus states, if true, that:

·                                        the selling shareholder purchased the shares being registered for resale in the ordinary course of business, and

·                                        at the time of the purchase, the selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

Please revise as appropriate.

Response:

Based upon information provided by the selling shareholders to the Company, the Company can confirm that none of the selling shareholders is a broker-dealer.  Certain selling shareholders stated they are affiliates of broker-dealers, but they are not required to be identified as underwriters.  For those selling shareholders, the Company has revised pages 30 to 32 to add the requested disclosure in response to this comment.

Capitalization and Pro Forma Financial Information, page 34

9.                                    We note your disclosure that you assumed 100% of the rights to purchase your common stock will be exercised for the purposes of determining pro forma adjustments.  Please revise to disclose, in detail, your analysis supporting your determination that a 100% rate of exercise was factually supportable.  Refer to Article 11-02(b)(6) of Regulation S-X.

Response:

The Company has revised pages 34-36 in response to this comment.

10.                            Footnote 2 on page 36 indicates that you issued 5,620,117 shares in connection with the TARP exchange.  In the table at the bottom of page 35 you reflect 5,523,200 as the weighted average number of shares.  You also show $55,232,000 in common stock issued in the TARP Exchange.  Tell us the reasons for the differences between these amounts.  Please revise your pro forma financial information to reflect the actual number of shares issued since this appears to be known.

Mr. Michael   Clampitt

-6-

Response:

The Company has revised pages 34-36 in response to this comment.

Pro forma Consolidated Balance Sheet, page 34

11.                            You disclose that you utilized the Black-Scholes model to estimate the fair value of the Amended TARP warrant on the conversion date.  Please revise to disclose the assumptions used in that valuation.  Please also disclose how you determined that it was appropriate to record this adjustment in other liabilities since it appears to be equity indexed.  Tell us the accounting literature you relied on for your classification of the adjustment and tell us how you considered the guidance of ASC 815-40-35-2.

Response:

The Company has revised page 35 in response to this comment.

Pro forma Consolidated Statement of Operations, page 35

12.                            Please revise to disclose your basis for assuming a 25 basis point return on the proceeds from the private placement and rights offering.

Response:

The Company has revised page 35 in response to this comment.

13.                            Your pro forma income statement indicates that you will record a gain on the exchange of the TARP preferred shares for common stock.  Please revise to disclose how you concluded that a gain from the exchange of stock would have a recurring impact as the gain appears to be a one-time event.  Refer to Rule 11-02(b)(5) of Regulation S-X.

Response:

The Company has revised page 35 in response to this comment.

14.                            Please address the following regarding your issuance of shares in the private placement to officers and directors:

a.                        Revise to disclose how you considered whether the issuance of shares in the private placement to officers and directors at $10 would result in stock compensation given that your shares were trading in excess of $20 around that time.

b.                        Tell us in detail how you considered the guidance of ASC 718-10-55-10.

Mr. Michael   Clampitt

-7-

c.                         Revise this section as well as your Description of Capital Stock on page 37 to more clearly disclose and compare terms of shares issued in the private placements, including the respective lock-up agreements and other terms.

d.                        Specifically discuss how you considered these respective terms valuing the shares issued to your officers and directors.

e.                        Quantify the amount of compensation expense recorded for pro forma purposes and the service periods to which it relates.

f.                           If you determined that no compensation expense was warranted, provide a clear analysis to support your conclusion, specifically addressing your consideration of the concurrent trading price.

Response:

The Company does not believe the issuance of shares to its officers and directors in the Private Placement results in stock compensation to those individuals as the $10 per share purchase price was negotiated with independent third parties in arms-length transactions and therefore is a reasonable approximation of the per share value of the Common Stock.

All investors in the Private Placement paid the same $10 per share purchase price for the Common Stock.  In addition, the terms of the TARP Exchange are based on the same $10 per share valuation of the Common Stock.  The $10 per share price was the result of a competitive negotiation process involving multiple potential investors as well as the Treasury in connection with its evaluation of the TARP Exchange.  The Company’s officers and directors participated in the Private Placement at the request of the Lead Investors to convey a message of confidence in the merits of the investment and help achieve a successful process of securing fill-in investors for the Private Placement.  The officers’ and directors’ aggregate investments constituted a very small portion of the overall $325 million capital raise.  Based on the then financial condition of the Company and the likely receivership of the bank absent a capital raise, the best indicator of value of the Common Stock was in fact the price negotiated with the Lead Investors and the Treasury in arms-length transactions, and not the trading price of the Common Stock.

The Company acknowledges the fact that its stock was at the consummation of the Private Placement and is currently trading well above the $10 purchase price and that the guidance in ASC 718-10-55-10 states that “observable market prices for identical or similar equity instruments in active markets are the best evidence of fair value and, if available, shall be used as the basis for the measurement of equity instruments awarded in a share-based payment transaction with employees.”  However, the Company respectfully submits that the market for the Common Stock as of the consummation of the Private Placement was not sufficiently active.  Prior to the Private Placement and TARP Exchange, 1,528,935 shares were outstanding.  Following the Private Place

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March 31, 2011

Mr. Michael Clampitt
 Senior Counsel
 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549-4561

Re:         Central Pacific Financial Corp.
  Registration Statement on Form S-1 (File No. 333-172479)

Dear Mr. Clampitt:

On behalf of our client, Central Pacific Financial Corp., a Hawaii corporation (the “Company”), we enclose herewith Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form S-1 filed February 28, 2011 (File No. 333-172479) (the “Form S-1”) and set forth below the Company’s responses to your letter, dated March 25, 2011 (the “Comment Letter”), relating to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the Form S-1.  Except as otherwise noted in this letter, the information provided in response to the Comment Letter has been supplied by the Company, which is solely responsible for it.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in Amendment No. 1.  For your convenience, we have included the Staff’s comments below in bold and have keyed our responses accordingly.  References to page numbers herein are references to page numbers in Amendment No. 1.  One of the responses has been omitted from this letter and is being submitted in a separate letter from Sullivan & Cromwell LLP of even date herewith for which confidential treatment is being requested (the “Confidential Letter”).

In some of the responses, the Company has agreed to change or supplement the disclosures in its filings.  It is doing so in the spirit of cooperation with the Staff, and not because the Company believes its prior filing is materially deficient or inaccurate.  Accordingly, any amendment to its filings to implement these changes, or any changes implemented in future filings, should not be taken as an admission that prior disclosures by the Company were in any way deficient.

Mr. Michael   Clampitt

-2-

We also have indicated in certain of the responses that the Company believes no change in disclosure is appropriate, and have explained why.  We understand that the Staff’s comments, even where a disclosure change is requested or suggested, are based on the Staff’s understanding of information available to it, which may be less than the information available to the Company.  Accordingly, we understand those Staff comments may be withdrawn or modified based on the additional explanation or information the Company provides.

The Company acknowledges 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 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 disclosure in the filing; and

·                the Company may not assert the Staff’s 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.

Form S-1

General

1.                                    Please refer to our comment letter dated March 25, 2011 with respect to your Form S-1 filed February 28, 2011 (File No. 333-172480).  Please revise your disclosures in this filing to address the applicable comments relating to the pro forma financial statements and selected financial data.

Response:

The Company acknowledges the Staff’s comment and has revised its disclosure on pages 13, 35, 36 and 37 to address the applicable comments relating to the pro forma financial statements and selected financial data.

In response to comment number 14 of the Staff’s letter dated March 25, 2011 with respect to the Form S-1, File No. 333-172480 (the “Other Letter”), the Company does not believe the issuance of shares to its officers and directors in the Private Placement results in stock compensation to those individuals as the $10 per share purchase price was negotiated with independent third parties in arms-length transactions and therefore is a reasonable approximation of the per share value of the Common Stock.

Mr. Michael   Clampitt

-3-

All investors in the Private Placement paid the same $10 per share purchase price for the Common Stock. In addition, the terms of the TARP Exchange are based on the same $10 per share valuation of the Common Stock.  The $10 per share price was the result of a competitive negotiation process involving multiple potential investors as well as the Treasury in connection with its evaluation of the TARP Exchange.  The Company’s officers and directors participated in the Private Placement at the request of the Lead Investors to convey a message of confidence in the merits of the investment and help achieve a successful process of securing fill-in investors for the Private Placement.  The officers’ and directors’ aggregate investments constituted a very small portion of the overall $325 million capital raise.  Based on the then financial condition of the Company and the likely receivership of the bank absent a capital raise, the best indicator of value of the Common Stock was in fact the price negotiated with the Lead Investors and the Treasury in arms-length transactions, and not the trading price of the Common Stock.

The Company acknowledges the fact that its stock was at the consummation of the Private Placement and is currently trading well above the $10 purchase price and that the guidance in ASC 718-10-55-10 states that “observable market prices for identical or similar equity instruments in active markets are the best evidence of fair value and, if available, shall be used as the basis for the measurement of equity instruments awarded in a share-based payment transaction with employees.”  However, the Company respectfully submits that the market for the Common Stock as of the consummation of the Private Placement was not sufficiently active.  Prior to the Private Placement and TARP Exchange, 1,528,935 shares were outstanding.  Following the Private Placement and TARP Exchange, 39,649,052 shares were outstanding.  The shares outstanding prior to the Private Placement and the TARP Exchange constituted less than 4% of the recapitalized company.  Any trading in those shares did not reflect the value ascribed to the Common Stock by the shareholders holding more than 96% of the Company.  Furthermore, the Company’s three month average daily trading volume was less than 49,000 shares.  The prevailing view that the public market price is determinative of fair value should not be applicable in this situation and should be superseded by arms-length negotiations with third parties that ultimately became owners of more than 96% of the Company.

Moreover, the shares currently trading on the open market are not entirely “identical” or “similar” to the shares issued to investors in the Private Placement.  ASC 718-10-55-10 states that “determining whether an equity instrument is similar is a matter of judgment, based on an analysis of the terms of the instrument and other relevant facts and circumstances.”  As described under “Description of Capital Stock – Common Shares Issued in the Private Placement” of the  Amendment, the shares issued in the Private Placement, unlike other outstanding shares, are restricted securities and cannot be transferred unless they are sold pursuant to an effective registration statement or an exemption therefrom.  The shares issued to the Lead Investors are subject to a one-year lock-up.  The shares issued to the Additional Investors do not become unrestricted until the registration statement registering those shares become effective.  The Company believes the fact that the shares issued in the Private Placement are restricted securities, when considered in combination with the number of shares that are currently available to be traded in the open market, has a significant impact on the realizable value of the shares issued in the Private Placement.

Mr. Michael   Clampitt

-4-

Finally, if one assumed that the trading price of the Company’s stock on the consummation date of the Private Placement ($28.33) was a representative indicator of the fair value of all of its outstanding shares, the Company’s market capitalization would have exceeded $1.1 billion.  This is not a reasonable valuation as it would be more than double the Company’s current book equity and is not supported by any valuation model.  Using the trading price as an indicator of fair value in this situation would result in a gross anomaly.

Based on the fact that the Company does not believe the issuance of shares to its officers and directors resulted in stock compensation, no expense related to this was included in the pro forma information presented in the Form S-1 and the Company does not believe amending its disclosures to address this would be appropriate.

2.                                    As  far as practicable, please fill-in all blanks in the next amendment.

Response:

The Company has filled in all blanks as applicable in Amendment No. 1.

3.                                    Prior to the effectiveness of the registration statement, please provide us with a copy of the letter or a call from FINRA indicating that FINRA has finished its review and has no additional concerns regarding the arrangements with the Subscription Agent in this offering.  In addition, revise the cover page to disclose the compensation arrangements with the subscription agent.

Response:

The Company respectfully submits that, because the subscription agent is not a FINRA member, no filing with FINRA is required.  In addition, the Company has revised the cover page in response to this comment.

4.                                    We note your disclosure that Duane K. Kurisu is a contingent nominee to the board.  Please file as an exhibit to your next amendment the consent of Mr. Kurisu to be named as the same.  Refer to Rule 438 of the Securities Act of 1933.

Mr. Michael   Clampitt

-5-

Response:

The Company has added Mr. Kurisu’s consent to be named as a nominee to the board of directors as Exhibit 99.12 to the Form S-1.

Cover Page of Prospectus

5.                                    Please revise the first paragraph to indicate this is a best efforts offering and no minimum number of shares must be sold.

Response:

The Company has revised the first paragraph on the cover page in response to this comment.

6.                                    Please supplement your disclosure at the end of the first paragraph to indicate that any purchaser of common stock in the offerings may be the only purchaser, given the lack of a minimum offering amount.

Response:

The Company has revised the first paragraph on the cover page in response to this comment.

7.                                    The last two sentences of the second paragraph should be printed in bold face type.

Response:

The Company has revised the last two sentences of the second paragraph on the cover page in response to this comment.

8.                                    We note your disclosure on the cover page and throughout the document that you “expect” or “anticipate” that the Rights will trade on the NYSE.  Please advise us of any conditions that must be fulfilled prior to such trading.  As appropriate, update your document to reflect updated information.

Response:

The Rights cannot trade on the NYSE until the NYSE approves the Company’s listing application for the Rights.  The Company is not aware of any other conditions that must be fulfilled prior to the Rights being authorized to trade on the NYSE.  The Company will revise the disclosure to remove the qualifying language when it has received the NYSE’s approval.

Incorporation By Reference, page 3

9.                                    Please refer to our comment letter dated March 25, 2011 with respect to your Form S-l filed February 28, 2011 (File No. 333-172480).  We will await your response to comments 23 to 35 related to your Form 10-K in connection with our review of this registration statement.

Mr. Michael   Clampitt

-6-

Response:

The Company acknowledges the Staff’s comments and will revise its future filings in response to those comments.  In response to comment number 29 of the Other Letter, the construction loan to Plantation Town Apartments LLC is current.  In addition, in response to comment number 35 of the Other Letter, when segmenting the Company’s loan portfolio, management considers the guidance contained in ASC 310-10-55-16 through 310-10-55-18 by grouping loans that contain similar risk characteristics into various loan categories.  The loan categories used are consistent with the internal reports evaluated by the Company’s management and board of directors to monitor risk and performance within the various segments of its loan portfolio.  The factors considered when establishing the Company’s various loan segments include, but are not limited to, the category of the borrower, loan type, geographic location, and collateral type.

In accordance with ASC 31-10-55-22, the Company believes that the level of segmentation utilized is an appropriate balance between too much aggregation and overburdening the financial statements with excessive detail that does not assist financial statement users to understand the Company’s loan portfolio and related allowance for credit losses.

Questions and Answers Related to this Rights Offering

Why are we conducting this Rights Offering, page 5

10.                            Include disclosure indicating that (i) there is no assurance that the company and the Bank will continue to satisfy all minimum regulatory capital requirements and (ii) the failure to meet minimum regulatory capital requirements could result in significant enforcement actions against the company and the Bank, including a regulatory takeover of the Bank, in which case shareholders would receive little if anything for their investment.

Response:

The Company has revised page 6 in response to this comment.

Will our directors and executive officers participate in this Rights Offering, page 7

11.                            To the extent known, please quantify the directors’ and officers’ intent to subscribe for shares in the offering, and indicate, if true, that they have not committed to purchase any shares.  Also clarify whether their intended purchases are the maximum number of shares available to them as shareholders, including any available oversubscription shares.

Mr. Michael   Clampitt

-7-

Response:

None of the directors and officers have entered into any commitments to purchase any shares in the Rights Offering.  However, all the directors and officers eligible to purchase shares in the Rights Offering have indicated to the Company they intend to purchase their pro rata portion of shares pursuant to their Basic Subscription Rights.  In addition, certain of those directors and officers intend to purchase, subject to availability, additional shares pursuant to their over-subscription privilege up to various amounts ranging from $10,000 to $500,000.

Risk Factors, page 14

General

12.                            We note in the second introductory paragraph the statements that this section describes some, but not all, of the risks you face.  Please revise to delete this language.  You must disclose all risks that you believe are material at this time.  Discussing the possibility of risks that are currently unknown or appear immaterial is unnecessarily confusing.

Response:

The Company has revised page 14 in response to this comment.

We are subject to a number of requirements and prohibitions under regulatory orders i

CORRESP
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CONFIDENTIAL TREATMENT REQUESTED BY CENTRAL PACIFIC FINANCIAL CORP.

CPF-1

March 31, 2011

Mr. Michael Clampitt
 Senior Counsel
 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549-4561

Re:

Central Pacific   Financial Corp.

Registration Statement   on Form S-1 (File No. 333-172479)

Dear Mr. Clampitt:

Reference is made to the letter dated March 31, 2011 (the “Public Letter”) addressed to you from Sullivan & Cromwell LLP in response to your letter, dated March 25, 2011 (the “Comment Letter”), relating to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning Central Pacific Financial Corp.’s Registration Statement on Form S-1 filed February 28, 2011 (File No. 333-172479) (the “Form S-1”).

On behalf of our client, Central Pacific Financial Corp., a Hawaii corporation (the “Company”), we submit the following response which is redacted from the Public Letter.  An unredacted version of this letter was submitted to the Commission’s Division of Corporate Finance.  The information provided in this letter has been supplied by the Company, which is solely responsible for it.  Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in Amendment No. 1 (“Amendment No. 1”) to the Form S-1 enclosed with the Public Letter.  For your convenience, we have included the Staff’s comment below in bold and keyed our response accordingly.

CONFIDENTIAL TREATMENT REQUESTED BY CENTRAL PACIFIC FINANCIAL CORP.

Mr. Michael   Clampitt

CPF-2

26.

Please identify any sales   agents and/or principals and disclose the amount of any fees or commissions   earned by them in connection with the transactions discussed in this section.

Response:

Sandler O’Neill & Partners, L.P. (“Sandler”) acted as the Company’s placement agent in the Private Placement.  The Company paid Sandler at the closing of the Private Placement a placement fee of [***] and [***] in reimbursement of its out-of-pocket expenses.  In addition, Sandler is entitled to a fee in connection with the Rights Offering equal to [***] of up to the $20 million aggregate purchase price.

CONFIDENTIAL TREATMENT REQUESTED BY CENTRAL PACIFIC FINANCIAL CORP.

Mr. Michael   Clampitt

CPF-3

If you have any questions regarding this letter, please contact the undersigned at (310) 712-6630.

Sincerely,

/s/ Alison S. Ressler

Alison S. Ressler

cc:

Glenn K.C. Ching
   (Central Pacific Financial Corp.)

March 25, 2011
 Glenn K.C. Ching Senior Vice President,  Corporate Secretary and General Counsel Central Pacific Financial Corp.
220 South King Street
Honolulu, Hawaii 96813
Re: Central Pacific Financial Corp.
Registration Statement on Form S-1 Filed February 28, 2011
  File No. 333-172480   Form 10-K for Fiscal Year Ended
December 31, 2010 Filed February 9, 2011 File No. 001-31567

Dear Mr. Ching:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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.  Where applicable, please include a draft of your proposed disclosures to
be made in future filings clearly identifying new and deleted disclosure.  If you do not believe
our comments apply to your facts and circum stances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-1

 General

 1. We note your disclosure that Duane K. Kurisu  is a contingent nominee to the board.
Please file as an exhibit to your next amendmen t the consent of Mr. Kirisu to be named as
the same.  Refer to Rule 438 of the Securities Act of 1933.

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 2

Summary Consolidated Select ed Financial Data, page 6

 2. We note your disclosure of the measure of  “Tangible common equity ratio.” This
measure appears to be a non-GAAP measure as  defined by Item 10(e)  of Regulation S-K
as it is not required by GAAP , Commission Rules, or banki ng regulatory requirements.
Please revise your disclosures to comply with all of the requirements in Item 10(e) of
Regulation S-K, including clearly labeli ng the ratio as a non-GAAP measure and
complying with all of the disclosure requirements.
 Risk Factors, page 7

 General

 3. We note in the second introductory paragraph th e statements that this section describes
some, but not all, of the risks you face.  Pleas e revise to delete th is language.  You must
disclose all risks that you believe are material  at this time.  Discussing the possibility of
risks that are currently un known or appear immaterial is unnecessarily confusing.
 We are subject to a number of requirements and prohibitions under regulato ry orders imposed on
us . . . , page 7

4. In the first paragraph you state that your capital levels currently exceed the levels
required by the Consent Order and that you are at “well-capitalized” le vels.  Please revise
to disclose, both here and else where in the document, your leve rage capital ratio and total
risk-based capital ratio as of the latest practicable date.
 5. Please revise the third paragraph on page 8 to  describe in greater detail the “number of
other requirements” with which you are not cu rrently in compliance with or provide a
cross-reference to a section of the Prospectus  where that complete discussion is located.
 A large percentage of our loans are colla teralized by real esta te . . . , page 15

 6. If available for your market area, or a large segment of it, please provide statistics, for
example from the Case-Shiller index, regarding declines in property values over the last three years.
 The value of certain securities in  our investment securi ties portfolio may be negatively affected .
. . , page 18
 7. Please revise to explain in greater detail the “ certain” securities to which this risk factor
relates.

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 3

Selling Shareholders, page 27

 8. Please tell us whether any of the selling shareholders is a broker-dealer or an affiliate of a
broker-dealer.  Be advised that  any selling sharehol der who is a broker-dealer must be
identified in the prospectus as an underwriter  unless all of the securities being registered
on behalf of that broker-dealer were r eceived as compensation for underwriting
activities.  In addition, a selling shareholder wh o is an affiliate of a broker-dealer must be
identified in the prospectus as an underwriter  unless the prospectus st ates, if true, that:

 the selling shareholder purchased the shares be ing registered for resa le in the ordinary
course of business, and
 at the time of the purchase, the sell ing shareholder had no agreements or
understandings, directly or i ndirectly, with any person to distribute the securities.

Please revise as appropriate.
 Capitalization and Pro forma Financial Information, page 34

 9. We note your disclosure that you assumed 100%  of the rights to purchase your common
stock will be exercised for the purposes of determining pro forma adjustments.  Please
revise to disclose, in detail, your analysis supporting your determination that a 100% rate
of exercise was factually suppor table.  Refer to Article 11- 02(b)(6) of Regulation S-X.

10. Footnote 2 on page 36 indicates that you i ssued 5,620,117 shares in connection with the
TARP exchange.  In the table at the bottom of page 35 you reflect 5,523,200 as the
weighted average number of shares.  Y ou also show $55,232,000 in common stock issued
in the TARP Exchange.  Tell us the reasons for the differences between these amounts.
Please revise your pro forma financial informati on to reflect the actual  number of shares
issued since this appears to be known.

Pro forma Consolidated Balance Sheet, page 34

11. You disclose that you utilized the Black-Scholes  model to estimate the fair value of the
Amended TARP warrant on the conversion date.  Please revise to disclose the assumptions used in that valuation.  Please also disclose how you determined that it was
appropriate to record this adjustment in othe r liabilities since it appears to be equity
indexed.  Tell us the accounti ng literature you relied on for your classification of the
adjustment and tell us how you cons idered the guidance of ASC 815-40-35-2.
 Pro forma Consolidated Statem ent of Operations, page 35

  12. Please revise to disclose your basis for assu ming a 25 basis point return on the proceeds
from the private placement and rights offering.

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 4

13. Your pro forma income statement indicates that you will record a gain on the exchange of
the TARP preferred shares for common st ock.  Please revise to disclose how you
concluded that a gain from the exchange of stock would have a recurring impact as the
gain appears to be a one-time event. Refe r to Rule 11-02(b)(5) of Regulation S-X.
 14. Please address the following regarding your issu ance of shares in the private placement to
officers and directors:

a. Revise to disclose how you considered whet her the issuance of sh ares in the private
placement to officers and directors at $10 w ould result in stock compensation given
that your shares were trading in  excess of $20 around that time.

b. Tell us in detail how you considered  the guidance of ASC 718-10-55-10.
 c. Revise this section as well as your Description of Capital Stock on page 37 to more
clearly disclose and compare terms of sh ares issued in the private placements,
including the respective lock-up ag reements and other terms.
 d. Specifically discuss how you considered th ese respective terms valuing the shares
issued to your officers and directors.

e. Quantify the amount of compensation expense recorded for pro forma purposes and
the service periods to which it relates.
 f. If you determined that no compensation expense was warranted, provide a clear
analysis to support your conclusion, specifica lly addressing your consideration of the
concurrent trading price.
 Anti-Takeover Effects of Hawaii Law, page 38

 15. You may not qualify this section by reference to the text of the CSA Act.  Please revise to
eliminate the qualification and indicate that all material information is discussed.
 Certain U.S. Federal Income  Tax Consequences, page 43

 16. Please eliminate references to “certain” United States federal income tax consequences to
U.S. holders and Non-U.S. holders of the ownership of shares of Common Stock and
revise to clarify, if true, that the material U. S. federal income tax c onsiderations for such
ownership have been disclosed.

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 5

PART II

 Item 15. Recent Sales of Unregistered Securities, page II-4

 17. For each transaction, please state briefly the facts relied upon to make the exemption
from registration under Section 4(2) of the Secu rities Act of 1933 available. Refer to Item
701 of Regulation S-K.
 18. As a related matter, we note that you f iled a Form 8-K on December 21, 2010 announcing
certain amendments to the Investment Agreemen ts.  In light of this announcement, please
provide us with your legal analysis regard ing the availability of the Section 4(2)
exemption for sales to the A dditional Investors.  Please al so tell us how and by what
means the Additional Investors were contacted or solicited with respect to the Private Placement.
19. Please identify any sales agents and/or principa ls and disclose the amount of any fees or
commissions earned by them in c onnection with the transactions  discussed in this section.
 Exhibits

 20. Please file as an exhibit to  your next amendment the Memo randum of Understanding, as
described in the second paragraph on page 8, and any other agreements you deem to be
material.  Refer to Item 601(b )(10) of Regulation S-K.
 21. It appears that certain annexes, schedules or exhibits to  certain exhibits are missing.  For
example, see the Letter Agreement filed as  exhibit 10.20 and the Investment Agreements,
filed as exhibits 10.32 and 10.33.  Please refile any incomplete exhibits in their entirety.
 Legal Opinion (exhibit 5.1)

 22. Given the language in the penultimate paragr aph that the opinion is “as of the date
hereof” (February 25, 2011), it will be necessary for counsel to file an opinion dated as of
the effective date or to remove the limiting language.
Form 10-K for the fiscal year ended December 31, 2010

 Item 1. Business

 Supervision and Regulation, page 8

 23. You may not qualify this section by reference to  the full text of the statutes, regulations
and policies that are described.  Please revise future filings to eliminate the qualification
and indicate that all materi al information is discussed.

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 6

Selected Consolidated Financial Data, page 42

 24. Your presentation of the efficiency ratio appears to be a non-GAAP measure since it
appears to be calculated differently than th e definitions of this ratio provided by your
bank regulator.  We note your reconciliation of  this measure on page 56 to the related
GAAP measurement.  Please revise future fili ngs to specifically label this measure as
non-GAAP and consider changing the title  to reflect the adjustments made.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Critical Accounting Policies and Use of Estimates

 Allowance for Loan and Lease Losses, page 47

 25. On page 48, you indicate that you estimate a possible range of the Allowance required
and that you make assumptions regarding estimated loss rates under reasonably possible
scenarios.   Please revise future filings to di sclose what the range of losses are under this
analysis and describe the factors considered in determining the amount that is the best
estimate within that range.  Refer to ASC 450-20-50-4 and Release No. 33-8350.

Loans Held for Sale, page 48

 26. Please provide the following disclosures in futu re filings related to  your representations
and warranties reserve:

a. Please provide a roll forward of this liab ility for each period presented.  Since such
rollforward was not provided in past filings , please provide a rollforward for the three
most recent years in your Form 10-Q for the period ended March 31, 2011.
b. Please tell us the amount of the total e xposure you have under these representations
and warranties.

c. Please clarify when these representations and warranties expire.  To the extent that
some are of limited life and some are for the life of the loans, quantify each category.

d. Describe in more detail the methodology used to estimat e any reserves and related
liabilities recorded.

e. Discuss whether you have received any clai ms relating to these representations and
warranties.  If so, disclose the amounts and type of claims you have received in each
period presented, any trends identified, and your “success rate” in avoiding paying
claims.

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 7

f. To the extent there are significant concentra tions of repurchases from certain parties,
separately quantify those concentrations, e .g., GSEs versus private securitizations.
 g. You report on page 89 that the repurch ase reserve increased from $0.2 million at
December 31, 2009 to $5.0 million at December 31, 2010.  However, you report on page 104 that you did not securitize any re sidential loans during 2010.  Revise your
MD&A to discuss the trends in  your repurchase claims, reserve, and related expenses.
 h. Discuss where such expenses are reported on your Statement of Operations.
 i. Discuss in detail the reasons for the signifi cant increase in accrua ls during the period.
 j. Revise to identify the vintages of loans re purchased by year of origination.  Discuss
any concentrations.  To the extent there ar e concentrations of originations that are
older than the last year or two, discuss that  fact and explain the reasons for significant
repurchases of older loans.
Item 10. Directors, Executive Officer s and Corporate Governance, page 143

 27. Please revise the director biographies in future  filings to discuss the specific experience,
qualifications, attributes or skills that led to the conclusion that Messrs. Dean and Burr
should serve as directors for the company.  Refer to Item 401(e) of Regulation S-K.

Item 12. Principal Shareholders, page 143

 28. Please identify in future filings the natura l persons who have or share voting and/or
dispositive powers or the right to receive th e economic benefit with respect to the shares
held by each of Carlyle Financial Services Harbor, L.P. and ACMO-CPF, L.L.C..
 Item 13. Certain Relationships a nd Related Transactions, and Di rector Independence, page 143

 29. We note your disclosure regarding the constr uction loan to Plantation Town Apartments
LLC.  Please advise the staff in your response an d revise future filings to disclose if the
loan is current or otherwise.

Consolidated Financial Statements

 1.  Summary of Significant Accounting Policies

 Loans, page 89

 30. Please revise future filings to disclose your policy for determining past due or
delinquency status.  Refe r to ASC 310-10-50-6(e).

Glenn K.C. Ching
Central Pacific Financial Corp. March 25, 2011 Page 8

6.  Loans and Leases, page 101

 31. Please revise your disclosure on page 104 in fu ture filings to disclose how your company
defines a loan as subprime.
32. You disclose on page 103 that “Losses are take n in the period in wh ich they surface as
uncollectible.”  Please revise future fili ngs to specifically di sclose your policy for
determining when to charge off amounts d eemed to be uncollectible, including how you
determine when a loss is considered confirme d for the purposes of charge-off.  Refer to
ASC 310-10-50-11B(b).
33. Please revise your tabular disclosure on page 101 in future filings to disclose the balance
of loans evaluated collectively as well as the related amount of r ecorded allowance.
Refer to ASC 310-10-50-11C.
34. Please revise future filings to disclose  the amount of any purchases, sales or
reclassifi

Mail Stop 4561
        February 19, 2009

U.S. Mail and facsimile to (808)544-0574.
 Dean K. Hirata Vice Chairman Chief Financial Officer Central Pacific Financial Corp. 220 South King Street Honolulu, Hawaii 96813
Re: Central Pacific Financial Corp.
Form 10-K for Fiscal Year Ended December 31, 2007 Forms 10-Q for 2008
 File No. 001-31567
 Dear Mr. Hirata   We have completed our review of your Form 10-K and have no further comments
at this time.          S i n c e r e l y ,
Kevin W. Vaughn
       B r a n c h  C h i e f

CORRESP
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    commentletter.htm

              Central Pacific
      Plaza

              PO Box 3590

              Honolulu  Hawaii
      96811-3590

              Telephone
      808-544-0500

              Fax Line
      808-531-2875

      December
26, 2008

        Mr. Kevin
W. Vaughn

        Branch
Chief

        Securities
and Exchange Commission

        Division
of Corporation Finance

        Washington,
DC 20549

                  Re:

      Central Pacific Financial Corp.

      Form 10-K for Fiscal Year Ended December 31,
  2007

      Form 10-Q for the Periods Ended March 31, June 30 and September 30,
      2008

      File No. 001-31567

        Dear Mr.
Vaughn:

          This letter constitutes the response of Central
Pacific Financial Corp., a Hawaii corporation
(the “Company”), to the comment letter of the Securities and Exchange Commission
(the “Commission”) dated December
11, 2008. If after reviewing this
letter, the Commission has further concerns or comments, we would be pleased to
provide any necessary additional information.

          In our letter, we refer to the Staff of the Commission
as the “Staff” and to the Form 10-K for the
fiscal year ended December 31, 2007 and December
31, 2008 as the “2007 Form
10-K” and “2008 Form 10-K,”
respectively. We refer to the Form 10-Q for
the fiscal quarter ended March 31 and June
30, 2008 as the “Q1 2008 Form
10-Q” and “Q2 2008 Form 10-Q,”
respectively.

          Comment numbering used for each response set forth below
corresponds to the comment numbering used in the Staff’s
letter.

          Form 10-K for the Year Ended
December 31, 2007

          Financial Statements,
beginning on page 48

          Note 1. Summary of
Significant Accounting Policies, page 56

          Reclassifications and
Corrections, Page 56

                    1.

                    Please
      refer to your response to prior comment 2 of our comment letter dated
      October 16, 2008. Regarding your proposed revisions to future fillings,
      please include language that the correction of out of period amounts was
      also not material to the periods in which the errors originated, as set
      forth in your response. Also, please footnote the rate reconciliation
      table in future filings to disclose the quantitative effect of the
      corrections on the specific line item of your rate
      reconciliation.

          Response:

          The
Company notes the Staff’s comment and in relevant future filings will include
language that the correction of out of period amounts was not material to the
periods in which the errors originated. Furthermore, the Company will also
footnote the rate reconciliation table in those future filings to disclose the
quantitative effect of the corrections on the specific line item of the rate
reconciliation.

          Goodwill and Other
Intangible Assets, page 59

                    2.

                    We
      note your response to prior comment 3 from our comment letter dated
      October 16, 2008 regarding the valuation methodologies used to determine
      the fair value of your reporting units. Please respond to the following
      questions regarding the different methodologies
  used:

                    ·

                    Tell
      us why you decided to only use one valuation methodology for your
      commercial real estate reporting unit and two methodologies (capitalized
      earnings and guideline company method) to determine the fair value of your
      Hawaii market reporting unit.

          Response:

          For the
Commercial Real Estate reporting unit, the Company concluded that a market
approach was not appropriate in light of the rapid deterioration in the
California real estate sector.  This deterioration led to uncertainty
in the marketplace and made it difficult to reliably adjust market multiples to
account for this volatility.  As a result, the Company relied solely
on the use of a discounted cash flow methodology.

          Consistent
with past practice for the Hawaii Market reporting unit, the Company determined
that there were appropriate market metrics for guideline companies and
sufficient underlying financial information was available to support the use of
a market approach.  Accordingly, the Company was able to apply both an
income approach (capitalized earnings method) and a market approach
(guideline company method) for this reporting unit.

                    ·

                    Tell
      us why you performed a more limited capitalized earnings method for
      determining the fair value of your Hawaii Market, as opposed to a
      discounted cash flows method.

          Response:

          The
Company utilized the capitalized earnings method instead of a discounted cash
flow method to value its Hawaii Market reporting unit based on the stability of
its forecasted earnings stream.  The financial performance of the
Hawaii Market reporting unit has been, and is expected to remain, relatively
stable in comparison to the Commercial Real Estate reporting
unit.  This stability is primarily attributable to the fact that the
Hawaii Market reporting unit’s operations are conducted exclusively in the state
of Hawaii, which has not experienced the same challenging market conditions
faced on the mainland.  Accordingly, the Company concluded that the
use of the capitalized earnings method, in combination with the guideline
company method, provided a reasonable indication of fair value.

          When
completing future goodwill impairment tests, the Company will continue to
evaluate the methodologies used to ensure that the derived fair values for each
of its reporting units are appropriate and properly consider current market
conditions.

                    ·

                    Tell
      us whether a control premium assumption was used in the guideline company
      method. If so, please tell us what the assumption was and how it was
      derived.

              2

          Response:

          A control
premium assumption of 20% and 24% was used in the Guideline Company approach at
June 30, 2008 and December 31, 2007, respectively. These percentages were
derived from industry-based transaction control premiums of recently completed
acquisitions of banks and thrifts using the following two screening criteria:
(1) transactions involving US banks and thrifts with asset sizes ranging from
$250 million to $5 billion and (2) banks and thrifts located in the states of
Hawaii, California, Oregon, and Washington.

                    ·

                    Tell
      us how you selected the 10 publicly traded guideline companies. As part of
      your response, please tell us whether you assumed any different multiples
      for allocation methods to account for any differences between your Hawaii
      Market and the comparable
companies.

          Response:

          Guideline
companies were selected based on the following criteria:

                    ·

                    Each
      company was engaged in regional commercial banking operations in the
      western region of the United
States;

                    ·

                    The
      lines of businesses of each company were closely-aligned with that of our
      Hawaii Market reporting unit;

                    ·

                    Each
      company was reasonably comparable in size to our Hawaii Market reporting
      unit in terms of total assets and similar loan composition;
      and

                    ·

                    Adequate
      financial information about each company was publicly
      available.

          After
identifying a preliminary list of potential guideline companies, the Company
researched and reviewed the business description of each company. The Company
then eliminated institutions that were not involved in similar lines of business
or did not face opportunities and risks similar to the Hawaii Market reporting
unit. Based on this qualitative process, the Company selected the 10 publicly
traded companies most similar to the Hawaii Market reporting unit.

          In order
to account for relative differences between our Hawaii Market reporting unit and
the guideline companies with respect to size, risk, growth, and profitability,
the Company considered several multiples and incorporated both an earnings
multiple (both pre-tax and after-tax) and a tangible book value multiple
(excluding goodwill and other intangible assets). Inclusion of an earnings
multiple provided the Company with an estimate of fair value based on the
earnings capacity of the Hawaii Market reporting unit in comparison to the
comparable companies; whereas inclusion of a tangible book multiple provided the
Company with an estimate of fair value based on the Hawaii Market reporting
unit’s tangible equity in comparison to the comparable companies.

                    ·

                    Tell
      us the fair values of the Hawaii Market reporting unit under both of your
      methodologies and whether you performed any analysis to understand any
      significant differences between the two methodologies. Additionally,
      please tell us how you ultimately arrived at the fair value estimate you
      arrived at (i.e. weighting of the two
  methodologies).

              3

          Response:

          The fair
value of the Hawaii Market reporting unit for each methodology used was as
follows:

                    At
      December 31,

                    2007

                    At
      June 30,

                    2008

                    (Dollars
      in thousands)

                    Capitalized
      Earnings

                  $
                  365,300

                  $
                  332,600

                    Guideline
      Company

                  368,150

                  327,500

                    Difference
      ($)

                  $
                  (2,850
                  )

                  $
                  5,100

                    Difference
      (%)

                  -1
                  %

                  2
                  %

          At
December 31, 2007, the Company applied a weighting of 30% and 70% to the
capitalized earnings and guideline company methods, respectively.  At
June 30, 2008, the capitalized earnings and guideline company methods were
weighted 50% each.

          Because
the fair values derived under both methodologies were consistent at both
December 31, 2007 (difference less than 1%) and June 30, 2008 (difference less
than 2%), an analysis to understand the differences between the two
methodologies was not considered necessary.  In addition, because the
derived fair values under both methodologies were so similar, adjusting the
relative weighting of the two methodologies would not have resulted in a
material difference to the fair values ultimately used as of each valuation
date.

                    ·

                    Tell
      us why you increased the long-term growth rate assumption by 1.0% from
      December 31, 2007 to June 30, 2008 in your capitalized earnings
      methodology.

          Response:

          During
the first and second quarters of 2008, the Hawaii Market reporting unit reported
improved net interest income and non-interest income from the preceding
quarters. This improvement was largely attributable to enhancements made to the
reporting unit’s branch infrastructure and significant growth in its residential
mortgage operation. Additionally, in July 2008, the Company finalized and
announced plans to expand its wealth management line of business. Based on these
enhancements and the Company’s renewed emphasis on investing in and growing its
core Hawaii franchise, the Company believes a 3.0% long-term growth rate is a
reasonable proxy for its future income expectations.

                    ·

                    Tell
      us what discount rates you used under the capitalized earnings methodology
      and how you arrived at those
estimates.

          Response:

          The
Company utilized a discount rate of 12.75% and 14.60% at December 31, 2007 and
June 30, 2008, respectively. The discount rates used equaled the Company’s
estimate of its cost of equity capital. To calculate its cost of equity capital,
the Company utilized the Capital Asset Pricing Model (CAPM).

          When
applying the CAPM,  the Company’s cost of equity capital was derived
by adjusting the “risk free rate” (20-year US Treasury rate) at the time of the
valuation by an estimated equity risk premium based on industry data and an
“equity beta” specific to the guideline companies selected.  These
results were then adjusted for “unsystematic risk factors,” including a “size
premium” and company specific risks. The methodology used to select guideline
companies was generally consistent with the methodology described
above.

              4

                    ·

                    Tell
      us whether your capitalized earnings methodology contained any
      normalization adjustments and if so, how they impacted your
      analysis.

          Response:

          The
Company incorporated a normalization adjustment for its provision for loan and
lease losses.  This normalization adjustment increased the net income
amount used in the Company’s capitalized earnings approach by approximately $3.1
million.

                    ·

                    Tell
      us the nature of the capital requirement charge under your capitalized
      earnings methodology, and how that impacts your
  analysis.

          Response:

          The
Company’s use of a capital requirement charge was necessary to reflect the fact
that the Hawaii Market reporting unit needs to retain a certain level of capital
to fund future growth. The capital requirement charge used in the Company’s
analysis was a 7.0% tangible equity to tangible assets ratio. This capital
requirement charge reduced the amount of cash flows available to common equity
holders in the Company’s analysis.

                    ·

                    Tell
      us the implied control premiums derived from the reconciliation to market
      capitalization you performed as of June 30, 2008 and December 31, 2007.
      Additionally, please provide us with more information about the research
      performed by SNL Financial related to control
  premiums.

          Response:

          The
implied control premiums derived from our reconciliation to the Company’s market
capitalization was 15.5% and 31.7% at June 30, 2008 and December 31, 2007,
respectively.

          In
assessing the reasonableness of the implied control premiums at each valuation
date, the Company considered observable transaction premiums from comparable
companies that have been acquired in private transactions (including mergers and
acquisitions).  The implied control premium at June 30, 2008 was on
the low end of these comparable transaction premiums, whereas the implied
control premium at December 31, 2007 was on the high end.  To ensure
the reasonableness of the implied control premium at December 31, 2007, the
Company also considered recent trends in its market capitalization leading up to
the valuation date as follows:

          At
November 30, 2007 and December 24, 2007, the Company’s market capitalization was
$587.8 million and $573.7 million, respectively.  Based on the derived
fair values of the Company’s reporting units at December 31, 2007, these market
capitalizations resulted in implied control premiums of 18.8% and 21.8% for each
respective period.  On December 31, 2007, the Company’s market
capitalization dropped to $530.8 million, which increased the implied control
premium to 31.7% at the valuation date.  The Company believes that the
increase in the implied control premium to 31.7% during the last week of
December 2007 was attributable to uncertainty surrounding the magnit

CORRESP
1
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    letter.htm

              Central Pacific
      Plaza

              PO Box 3590

              Honolulu  Hawaii
      96811-3590

              Telephone
      808-544-0500

              Fax Line
      808-531-2875

      October
29, 2008

        Mr. Kevin
W. Vaughn

        Branch
Chief

        Securities
and Exchange Commission

        Division
of Corporation Finance

        Washington,
DC 20549

                  Re:
      Central Pacific Financial Corp.

                  Form
      10-K for Fiscal Year Ended December 31,
2007

                  Form
      10-Q for the Periods Ended March 31 and June 30,
  2008

                  File
      No. 001-31567

        Dear Mr.
Vaughn:

This letter constitutes the response of Central
Pacific Financial Corp., a Hawaii corporation
(the “Company”), to the comment letter of the Securities and Exchange Commission
(the “Commission”) dated October
16, 2008. If after reviewing this
letter, the Commission has further concerns or comments, we would be pleased to
provide any necessary additional information.

        In our letter, we
refer to the Staff of the Commission as the “Staff” and to the Form 10-K
for the fiscal year ended December 31,
2007 and
December 31, 2008 as the “2007 Form
10-K” and “2008 Form 10-K,”
respectively. We refer to the Form 10-Q for
the fiscal quarter ended March 31 and June
30, 2008 as the “Q1 2008 Form
10-Q” and “Q2 2008 Form 10-Q,”
respectively.

        Comment numbering used for each response set forth below
corresponds to the comment numbering used in the Staff’s
letter.

        Form 10-K for the Year Ended
December 31, 2007

        Our Services, Page
4

                  1.

                  We
      note your response to comment 1 to our letter dated August 7,
      2008.  Given that a significant amount of your loan portfolio is
      subject to interest reserves (approximately 21% at December 31, 2007 and
      16% at June 30, 2008), please consider providing the following additional
      information in future filings, much of which is included in your response,
      or tell us why you do not believe similar disclosures are not necessary or
      material:

                  ·

                  Discussion
      of the loan types where interest reserves are required and the purpose of
      the interest reserves;

                  ·

                  Disclosure
      of the principal amount of loans subject to interest reserves and
      remaining interest reserves;

                  ·

                  Discussion
      of your underwriting process for loans with interest reserves, and any
      specific differences in how you underwrite loans with interest reserves
      and loans that do not have interest
reserves;

                  ·

                  Discussion
      of your monitoring procedures for these loans, with specific focus on how
      you evaluate the loan for impairment given that it may appear the loan is
      current since the borrower is using the interest reserves to make monthly
      payments on the loan;

                  ·

                  Discussion
      of whether there have been any trends in extensions, renewals and/or
      restructuring of the loans subject to interest
  reserves;

                  ·

                  Clearly
      disclose how restructurings or the extension of additional reserves are
      reflected in your past due metrics, and quantify the amount of additional
      reserves extended based on such restructurings;
  and

                  ·

                  Discussion
      of the reasons for the significant decrease in loans with reserves as well
      as in the outstanding reserve balances from December 31, 2007 to June 30,
      2008, and identify any trends
reflected.

        Response:

        The
Company notes the Staff’s comment.  In future annual filings, the
Company intends to include a discussion similar to its previous response to the
staff.  At a minimum, the Company’s annual filings will include a
discussion of (1) loan types where interest reserves are required; (2) the
purpose of the interest reserves; (3) principal amount of loans subject to
interest reserves and remaining interest reserves; (4) its underwriting process
for loans with interest reserves; (5) its monitoring procedures for loans
subject to interest reserves; (6) trends in extensions, renewals and/or
restructuring of the loans subject to interest reserves; and (7) reasons for any
significant decreases in loans with reserves as well as in the outstanding
reserve balances. The Company also intends to disclose how restructurings, or
the extension of additional reserves, are reflected in its past due metrics and
will quantify the amount of additional reserves extended based on such
restructurings.

        If any of
the above disclosure items materially change during the fiscal year, the Company
will also update its disclosures in subsequent interim filings.

        Financial Statements,
beginning on page 48

        Note 1.  Summary
of Significant Accounting Policies, page 56

        Reclassifications and
Corrections, page 56

                  2.

                  We
      note your response to comment 5 to our letter dated August 7,
      2008.  In order for us to more fully evaluate your response and
      your conclusion about the materiality of the errors related to income
      taxes, please respond to the
following:

                  ·

                  Tell
      us in more detail the nature of the tax errors, quantifying each type
      separately;

                  ·

                  Tell
      us how the errors were discovered and when you finalized the amount of the
      errors;

                  ·

                  Quantify
      the amount of the errors originating each
  period;

                  ·

                  Tell
      us how the error corrections are reflected in the rate reconciliation in
      Note 17;

                  ·

                  Clarify
      how you reached a conclusion that the effect on prior quarterly results
      was not material.  In this regard, your response indicates that
      based on the guidance provided in APB 28, you concluded that the
      correction of the prior period tax errors in the quarterly periods in
      fiscal 2007 was not material, but you do not address the prior interim
      periods in which the error
originated;

            2

                  ·

                  Tell
      us whether the conclusion about materiality was discussed with KPMG’s
      National Office; and

                  ·

                  Please
      consider providing additional clarifying disclosure about these
      out-of-period errors in future filings.  Therefore, in response
      to this comment, please also provide disclosure that you would propose to
      include in future filings relating to these out-of-period
      errors.  The disclosure should specifically focus on your
      conclusion that the effect of recording the correction of the errors
      out-of-period was not material to 2007 results and should provide an
      additional description of the nature of the
  errors.

        Response:

        Nature and Amount of
Errors

        The nature of the tax errors can be placed into the
following two categories:

        Tax Provision Corrections –
Adjustments to the Company’s income tax provision prepared in accordance with
SFAS No. 109, Accounting for
Income Taxes.  Notable corrections in this category included
adjustments to the Company’s deferred tax assets and liabilities to properly
account for revisions to the Company’s temporary differences between book and
tax income ($0.6 million expense in 2006 and $2.2 million benefit in 2005) and
adjustments to properly account for the deduction of dividends paid to the
Company’s employee stock ownership plan ($0.4 million benefit in 2006 and
2005).

        Tax Return Corrections –
Adjustments due to the Company amending previously filed income tax returns.
Notable corrections in this category included adjustments to properly account
for bad debt recoveries ($0.5 million income tax benefit in 2003) and
adjustments to properly recognize the utilization of certain tax credits as
income in its federal and state tax returns ($0.7 million income tax expense in
2005).

        The following table quantifies each type of
correction, illustrates the prior periods in which each type of correction
relates, and compares the correction amount to each period’s reported net income
(dollar amounts in thousands):

                  Fiscal
      Years

                  2006

                  2005

                  2003

                  Total

                  Tax
      Provision Corrections

                $
                (693
                )

                $
                2,887

                $
                -

                $
                2,194

                  Tax
      Return Corrections

                -

                (648
                )

                458

                (190
                )

                $
                (693
                )

                $
                2,239

                $
                458

                $
                2,004

                  Net
      income as reported

                $
                79,180

                $
                72,459

                $
                33,940

                  Error
      as a % of reported net income

                -0.9
                %

                3.1
                %

                1.3
                %

          The
corrections referenced above were discovered by the Company during a thorough
review of its previously filed income tax returns and tax provisions. The
Company’s review coincided with the hiring of a new Tax Director in July 2007
and included detailed examinations of all income tax returns and tax provisions
dating back to fiscal 2000. The review was completed and all amounts were
finalized during the fourth quarter of 2007.

              3

          The
following table details the impact of the corrections on the Company’s 2007 rate
reconciliation disclosed in its 2007 Form 10-K (in thousands):

                      Amounts
      Prior to Corrections

                      Effect
      of Corrections

                      Amounts
      As Reported

                      Computed
      "expected" tax expense

                    $
                    9,851

                    $
                    -

                    $
                    9,851

                      Increase
      (decrease) in taxes resulting from:

                        Goodwill
      impairment

                    16,800

                    -

                    16,800

                        Tax-exempt
      interest

                    (2,276
                    )

                    -

                    (2,276
                    )

                        Other
      tax-exempt income

                    (2,018
                    )

                    -

                    (2,018
                    )

                        State
      income taxes, net of Federal income tax benefit

                    643

                    649

                    1,292

                        Low-income
      housing and energy tax credits

                    (1,377
                    )

                    -

                    (1,377
                    )

                        Other

                    2,720

                    (2,653
                    )

                    67

                      Total

                    $
                    24,343

                    $
                    (2,004
                    )

                    $
                    22,339

            Materiality

            The
guidance provided under paragraph 29 of APB 28, Interim Financial
Reporting,
states “In determining materiality for the purpose of reporting the correction
of an error, amounts should be related to the estimated income for the full
fiscal year and also to the effect on the trend of earnings.”

            As noted
in the Company’s previous response, had the Company corrected the prior period
tax errors in the appropriate fiscal years, the corrections would have
represented less than 3.5% of reported net income for the respective periods.
Furthermore, the impact of all tax corrections and passed adjustments would not
result in any prior quarterly period going from a net loss position to a net
income position or vice versa in fiscal 2006, 2005 or 2003. Accordingly, the
effects of the corrections and passed adjustments would not have any effect on
the Company’s trend of quarterly earnings for fiscal 2006, 2005 or
2003.

            In
addition to evaluating the impact of the corrections in accordance APB 28,
management also considered the qualitative factors prescribed under SAB
99, Materiality.
Based on these factors, management concluded that the impact of all tax
corrections and passed adjustments for each of the quarterly periods in fiscal
2006, 2005 and 2003 are immaterial on a quantitative and qualitative basis such
that the judgment of a reasonable person would not be changed or influenced by
the correction of these errors.

            The
Company discussed its materiality conclusions with KPMG LLP’s National
Office, which deemed the Company’s treatment to be reasonable.

            Future
Disclosures

            The
Company notes the Staff’s comment with regards to providing additional
clarifying disclosure about its out-of-period errors in future filings and
proposes to include the following disclosure in its 2008 Form 10-K:

            “In the
fourth quarter of 2007, we performed a thorough review and reconciliation of our
income tax accounts and identified certain errors related to corrections of
prior period income tax provisions and income tax returns. Certain of these
errors resulted in an overstatement of income tax expense reported in prior
periods which were corrected in the fourth quarter of 2007. We believe that the
correction of these out-of-period amounts in 2007 was not material to our 2007
operating results.”

                4

              Goodwill and Other
Intangible Assets, page 59

                        3.

                        We
      note your response to prior comment 6 in our letter dated August 7,
      2008.  In order for us to more fully understand your analysis of
      goodwill for impairment and your analysis of other intangible assets,
      please address the following:

                      ·

                      Please
      tell us how your consideration of the actual core deposit premium run-off
      percentage to the percentage of cumulative amortization recognized on the
      core deposit premium to identify impairment complies with paragraph 7 of
      SFAS 144, which requires the comparison of the carrying value of the asset
      to its fair value.  Describe in more detail how you determine
      fair value at each impairment test date and tell us the fair value and
      carrying value of these assets at December 30, 2007 and June 30,
      2008.

                      ·

                      We
      note that after the elimination of all goodwill associated with the
      commercial real estate reporting unit that your book value significantly
      exceeds your market capitalization.  Please tell us in more
      detail how you determined the fair value of the reporting units at
      December 30, 2007 and June 30, 2008.  Include a discussion of
      the material assumptions you relied on in estimating future cash flows in
      your response.  Also, discuss the extent to which you reconcile
      the discounted cash flows for each reporting unit to your total enterprise
      value a

CORRESP
1
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    letter.htm

              Central Pacific
      Plaza

              PO Box 3590

              Honolulu  Hawaii
      96811-3590

              Telephone
      808-544-0500

              Fax Line
      808-531-2875

      August
21, 2008

        Mr. Kevin
W. Vaughn

        Branch
Chief

        Securities
and Exchange Commission

        Division
of Corporation Finance

        Mail Stop
4561

        Washington,
DC 20549

                Re:

                Central
      Pacific Financial Corp.

                Form
      10-K for Fiscal Year Ended December 31,
2007

                Form
      10-Q for the period Ended March 31,
2008

                File
      No. 001-31567

        Dear Mr.
Vaughn:

      This letter constitutes the response of Central
Pacific Financial Corp., a Hawaii corporation
(the “Company”), to the comment letter of the Securities and Exchange Commission
(the “Commission”) dated August 7, 2008. If after reviewing this letter,
the Commission has further concerns or comments, we would be pleased to provide
any necessary additional information.

      In our letter, we refer to the Staff of the Commission
as the “Staff” and to the Form 10-K for the
fiscal year ended December 31, 2007 as the
“2007 Form 10-K”. We refer to the Form 10-Q for the fiscal quarter ended March
31, 2008 as the “Q1 2008 Form 10-Q”. Comment numbering used for each response
set forth below corresponds to the comment numbering used in the Staff’s
letter.

      2007 FORM
10-K

      Our Services, Page
4

                1.

                We
      note the references in this section to the maintenance of appropriate
      reserves that are required for certain loan products.  Please
      address the following regarding this
disclosure:

                ·

                Please
      tell us the specific nature of these reserves.  Tell us if you
      require interest reserves on any of your loan
  products.

                  ·

                  If
      you do require interest reserves, please tell us the amount of such loans
      and accompanying reserves as of June 30, 2008 and the three previous
      quarter ends.

                ·

                Tell
      us how you monitor such projects throughout their lives to make sure the
      properties are moving along as planned such that it is appropriate to
      continue to capitalize the interest to the
loan.

                ·

                Tell
      us whether you have ever extended, renewed or restructured terms of the
      related loans, and the reasons for the
change.

      Response: The reserves noted
in the Company’s description of its loan products are interest reserves. The
Company requires interest reserves for the following loan types:

                ·

                Construction
      loans, including loans to build commercial buildings, residential
      developments (both large tract projects and individual houses), and
      multi-family projects; and

                ·

                Land
      development loans, including loans to fund the acquisition of both raw
      land and entitled land being acquired for infrastructure and/or capital
      improvements.

      Interest
reserves allow the Company to advance funds to borrowers to make scheduled
payments during the construction period. These advances typically are
capitalized and added to the borrower’s outstanding loan balance, although the
Company has the right to demand payment under certain circumstances. The Company
ensures interest reserve amounts are appropriately included in each project’s
construction budget and are adequate to cover the expected duration of the
construction period.

      The
amount, terms, and conditions of the interest reserve are established when a
loan is originated, although the Company has the option to demand payment if the
credit profile of the borrower changes. The Company evaluates the viability and
appropriateness of the construction project based on the project’s complexity
and feasibility, the timeline, as well as the creditworthiness of the
borrowers/sponsors/guarantors, and the value of the collateral.

      In the
event that unfavorable circumstances alter the original project dynamics (e.g.,
cost overruns, project delays, etc.), the Company will evaluate whether or not
it is appropriate to maintain interest capitalization or demand payment of
interest in cash and will work with the borrower to explore various
restructuring options, which may include obtaining additional equity and/or
requiring additional collateral. The Company may also require borrowers to
directly pay scheduled interest payments.

      Outstanding
loan balances and related interest reserves as of June 30, 2008 and the
preceding three fiscal quarters were as follows (in
thousands):

                June
      30, 2008

                March
      31, 2008

                Dec.
      31, 2007

                Sept.
      30, 2007

                Outstanding
      Principal of Loans

                  with
      Interest Reserves

              $
              643,948

              $
              691,304

              $
              898,561

              $
              888,583

                Remaining
      Interest Reserves

              $
              30,092

              $
              38,537

              $
              57,103

              $
              59,951

      The
Company’s process for ensuring that construction/land development projects are
moving as planned are detailed in the Company’s lending policies and
guidelines.  Prior to approving a loan, the Company and the borrower
agree on a construction budget, a pro forma monthly disbursement schedule, and
sales/leaseback assumptions.  As each project progresses, the
projections are measured against actual disbursements and sales/lease results to
ensure that the project is on track and performing as planned.

          2

      The
specific monitoring requirements for each loan vary depending on the size and
complexity of the project and the experience and financial strength of the
borrower/sponsor/guarantor.  At a minimum, to ensure that loan
proceeds are properly disbursed and to assess whether it is appropriate to
capitalize interest or demand cash payment of interest, the Company’s monitoring
process includes:

                ·

                Physical
      inspection of the project to ensure work has progressed to the stage for
      which payment is being requested;
and

                ·

                Verification
      that the work completed is in conformance with plans and specifications
      and items for which disbursement is requested are within
      budget.

      In
certain circumstances, the Company will decide to extend, renew, and/or
restructure the terms of a construction/development loan.  Reasons for
the restructure can range from cost overruns to project delays and the
restructuring can result in additional funds being advanced or an extension of
the maturity date of the loan.  Prior to the loan being restructured,
the Company performs a detailed analysis to ensure that the economics of the
project remain feasible and that the risks to the Company are within acceptable
lending guidelines.

      Nonperforming Assets,
Accruing Loans Delinquent for 90 Days or More, Restructured Loans Still Accruing
Interest, page 39

                2.

                We
      note in your disclosure that non-accruing loans increased approximately
      57% in 2008 just prior to the filing of this Form 10-K.  Please
      tell us the basis for your assertion that your loss exposure to nonaccrual
      loans was adequately provided for at December 31, 2007 considering the
      apparent significant increase in nonaccrual
  loans.

      Response: The 57% increase was attributable to six California
residential construction loans made to two
borrowers totaling $35.7
million. As disclosed in its
2007 Form 10-K, the Company placed these loans on nonaccrual
status in January of 2008.
The specific
events that led to these loans being
placed on nonaccrual status
occurred in the early part
of 2008. Because Management believed that this information was
meaningful to readers of the Company’s filings, the Company disclosed this subsequent event in the
Management’s Discussion & Analysis
section of its 2007 Form
10-K.

      Four of
these loans, with an aggregate outstanding principal balance of $18.4 million,
were considered impaired at December 31, 2007 and together were assigned a
specific reserve of $1.9 million in accordance with SFAS 114, Accounting by Creditors for
Impairment of a Loan. The specific reserve for these four loans was based
on the estimated fair value of the collateral
securing these loans at December 31, 2007. The fair value of the collateral was based on
independent appraisals received and Management’s consideration of market
conditions at the time.

      The
remaining two loans, with an aggregate outstanding principal balance of $17.3
million, were classified as Substandard at December 31, 2007 in accordance with
the Company’s internal loan grading system. As prescribed by the Company’s
allowance for loan and lease loss methodology, these loans were evaluated as
part of a group of loans with similar risk characteristics consistent with the
provisions of SFAS 5 (As Amended), Accounting for
Contingencies. Based on this approach, these loans had a reserve of
$3.4 million at December 31, 2007.

          3

      Based on the discussion above, Management
believes that these loans were adequately provided for in the Company’s
allowance for loan and lease loss estimate at December 31, 2007.

                Financial Statements,
      beginning on page 48

                Principles of
      Consolidation, page 56

                3.

                Please
      tell us in detail and more clearly disclose in your future filings how you
      determined that it is appropriate not to consolidate the 50% owned
      mortgage brokerage companies.  Also, please tell us the specific
      nature of the contributions to unconsolidated subsidiaries reflected in
      the statements of cash flows, including a discussion of any contractual
      requirement to provide contributions to these
  subsidiaries.

      Response: At June 30, 2008,
the Company had investments in eight 50% owned mortgage brokerage companies with
a total carrying value of $0.7 million. The Company concluded that these
investments are not required to be consolidated under FASB Interpretation No.
46(R), Consolidation of
Variable Interest Entities- An Interpretation of ARB No. 51”(“ FIN 46(R)”)
or Accounting Research Bulletin No. 51 (As Amended), Consolidated Financial
Statements (“ARB 51”). Accordingly, the Company concluded that accounting
for these investments under the equity method, as prescribed by Accounting
Principles Board Opinion No. 18 (As Amended), The Equity Method of Accounting for
Investments in Common Stock (“APB 18”), is appropriate.

      One of
the eight mortgage brokerage companies referred to above did not meet the
definition of a variable interest entity as none of the conditions in paragraph
5 of FIN 46(R) exist. As this entity is not a variable interest entity as
defined by FIN 46 (R), the Company concluded that consolidation was not
required. Furthermore, the Company does not have a controlling financial
interest in this entity and, as a result, is not required to consolidate this
entity under ARB 51.

      The
remaining seven mortgage brokerage companies do meet the variable interest
entity criteria in paragraph 5 of FIN 46(R). However, the Company determined
that it is not required to consolidate these entities as the other 50% owners of
these entities each receive a majority of the respective entity’s expected
residual returns, and thus, are considered to be the primary beneficaries under
paragraph 14 of FIN 46(R). Furthermore, the Company does not have a controlling
financial interest in any of these seven mortgage brokerage companies and
as a result, is not required to consolidate any of these entities under ARB
51.

      The
Company notes the Staff’s comment and we propose to expand our disclosure in
future annual filings as follows:

      “We have
a 50% ownership interest in each of the following mortgage brokerage companies:
Pacific Access Mortgage, LLC; Lokahi Mortgage, LLC; Gentry HomeLoans, LLC; Towne
Island Mortgage, LLC; Pacific Island HomeLoans, LLC; Hawaii Resort Lending, LLC,
Laulima Financial, LLC and Pacific Portfolio, LLC. The Company has concluded
that these investments do not meet the consolidation requirements under
Financial Accounting Standards Board Interpretation No. 46(R) (as amended),
“Consolidation of Variable
Interest Entities - An
Interpretation of ARB No. 51” or Accounting Research Bulletin No. 51
(As Amended), Consolidated Financial
Statements (“ARB 51”).
Accordingly, these investments are accounted for using the equity method
and are included in Investment in Unconsolidated Subsidiaries.”

          4

      The
contributions to unconsolidated subsidiaries reflected in the Company’s
Statements of Cash Flows represent the Company’s capital contributions in
exchange for ownership interests in various partnerships. As the Company’s
acquired ownership percentage in these unconsolidated subsidiaries is less than
20% and the Company is unable to exercise significant influence over these
unconsolidated subsidiaries, the Company has concluded that accounting for these
investments under the cost method is appropriate.

      In May
2008, the Company acquired an ownership interest in a partnership that invests
in low-income housing rental projects in the State of Hawaii. The Company
subscribes to an agreed upon dollar amount and contributes its funds to the
partnership in accordance with this agreement.  As of June 30, 2008,
the bank had subscribed to a maximum investment of $5.0 million and has
contributed $0.1 million to this partnership. The Company does not have any
contractual requirement to provide contributions to any other unconsolidated
subsidiaries.

                4.

                Please
      tell us and revise future filings as appropriate to disclose your total
      investment in unconsolidated subsidiaries accounted for under the equity
      and cost methods and your policy for determining impairment of these
      assets.

      Response: At June 30, 2008,
the Company’s investments in unconsolidated subsidiaries accounted for under the
equity and cost methods were $0.7 million and $16.0 million,
respectively.

      The
Company’s policy for determining impairment includes an evaluation of whether a
loss in value of an investment is other than temporary. Evidence of a loss in
value includes absence of an ability to recover the carrying amount of the
investment or the inability of the investee to sustain an earnings capacity
which would justify the carrying amount of the investment. The Company performs
impairment tests whenever indicators of impairment are present. If
the value of an investment declines and it is considered other than
temporary, the investment is written down to its respective fair value in the
period in which this determination is made.

      The
Company notes the Staff’s comment and will expand its disclosures in future
annual filings to include its total investment in unconsolidated
subsidiaries accounted for under the equity and cost methods and the
Company’s policy for determining impairment of these assets (as documented
above).

      Reclassifications and
Corrections, page 56

                5.

                We
      note a $2 million tax benefit recognized in 2007 as a result of your
      detailed analysis of your tax positions.  Please tell us how
      this analysis coincided with your implementation of FIN 48 such that
      current period recognitio

Mail Stop 4561          A u g u s t  7 ,  2 0 0 8
U.S. Mail and facsimile to (808) 544-0574.

Dean K. Hirata Chief Financial Officer Central Pacific Financial Corp. 220 South King Street Honolulu, Hawaii 96813
Re: Central Pacific Financial Corp.
Form 10-K for Fiscal Year Ended December 31, 2007 Form 10-Q for the period Ended March 31, 2008
 File No. 001-31567
 Dear Mr. Hirata:
 We have reviewed your filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ents.  Where indicated, we
think you should revise your documents in response to these comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your  intent to include the requested revision in future
filings and provide a draft of your proposed di sclosures.  In some of 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 re view 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.

Dean K. Hirata
Central Pacific Financial Corp.
August 7, 2008 Page 2  Form 10-K for the Year Ended December 31, 2007

 Our Services, page 4

 1. We note the references in this section to  the maintenance of appropriate reserves
that are required for certain loan products.  Please address the following regarding
this disclosure:

• Please tell us the specific nature of these reserves.  Tell us if you require
interest reserves on any of your loan products.

• If you do require interest reserves, pleas e tell us the amount of such loans and
accompanying reserves as of June 30, 2008 and the three previous quarter ends.

• Tell us how you monitor such projects th roughout their lives to make sure the
properties are moving along as planned such  that it is appropriate to continue
to capitalize the interest to the loan.

• Tell us whether you have ever extended, renewed or restructured terms of the
related loans, and the reasons for the changes.
 Nonperforming Assets, Accruing Loans Delinqu ent for 90 Days or More, Restructured
Loans Still Accruing Interest, page 39
 2. We note your disclosure that non-accrui ng loans increased approximately 57% in
2008 just prior to the filing of this Form  10-K.  Please tell us the basis for your
assertion that your loss exposure to non accrual loans was adequately provided for
at December 31, 2007 considering the appare nt significant increase in nonaccrual
loans.

Financial Statements, beginning on page 48

Principles of Consolidation, page 56

3. Please tell us in detail and more clearl y disclose in your future filings how you
determined that it is appropriate not to consolidate the 50% owned mortgage
brokerage companies.  Also, please tell us the specific na ture of the contributions
to unconsolidated subsidiaries reflected in  the statements of cash flows, including
a discussion of any contract ual requirement to provide  contributions to these
subsidiaries.

Dean K. Hirata
Central Pacific Financial Corp.
August 7, 2008 Page 3  4. Please tell us and revise future filings as appropriate to disclose your total investment in unconsolidated subsidiaries  accounted for under the equity and cost
methods and your policy for determin ing impairment of these assets.
 Reclassifications and Corrections, page 56

 5. We note $2 million tax benefit recognized in 2007 as a result of your detailed
analysis of your tax positions.  Please tell  us how this analysis coincided with
your implementation of FIN 48 such that current period recognition was appropriate.  Also, please e xplain to us why you think th is amount was immaterial
considering its apparent signi ficance to reported net income.
 Goodwill and Other Intangible Assets, page 59

 6. Considering the goodwill impairment r ecognized in 2007 and your disclosed
policy for evaluating other intangible assets  for impairment, please tell us how
your impairment analysis of goodwill consid ered the carrying value of the other
intangible assets in determining the goodwill impairment.  Also, tell us whether you separately considered the other intangi ble assets for impairment based on the
same changes in market circumstances th at triggered your analysis of goodwill.

Form 10-Q for the Period Ended March 31, 2008

7. Please refer to the transfer of loans held for investment to loans held for sale and
tell us where you included the cash flows rela ted to the sale of these loans in the
statements of cash flows, clarifying how you considered the requirements of paragraph 9 of SFAS 102.
 8. We note the significant decrease of the a llowance for loan and lease losses as a
percentage of your total loan portfolio a nd that you attribute it to approximately
$54 million in charge-offs in the first quart er of 2008.  In order to bridge the gap
in your disclosure, please revise Manage ment’s Discussion and Analysis in your
future interim and annual to address the following:

• Please disclose in detail how your al lowance at March 31, 2008 specifically
considered the approximately 95% percentage increase non-performing loans from December 31, 2007.

• Please quantify the decline in collateral  values to which you ascribe the $34.4
million provision.  Please disclose how you determine collateral values for this purpose and discuss the extent  to which you obtain updates to your
appraisals.

Dean K. Hirata
Central Pacific Financial Corp.
August 7, 2008 Page 4
• Please disclose your accounting policy fo r transferring loans from held for
investment to loans held for sale, in cluding how you record the loans when the
transferred and how you recognize subsequent impairments.  To the extent you have recognized material impairments subsequent to tran sferring loans to
held for sale, please quantify them for us.

• Please provide us with your proposed disclosures.
 9. Please tell us and in future filings revise to disclose more clearly the facts and circumstances resulting in the disproportionate recogniti on of federal and state tax
credits and the generation of tax-exempt  income compared to taxable income.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Your re sponse letter should key your responses to our
comments, indicate your intent to include th e requested revisions in future filings,
provide a draft of your proposed disclosure s and provide any requested information.
Please file your letter on EDGAR as corre spondence.  Please understand that we may
have additional comments after review ing 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Dean K. Hirata
Central Pacific Financial Corp. August 7, 2008 Page 5
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Paul Cline at (202 ) 551-3851 or me at (202) 551-3494 if you
have questions.

Sincerely,
   Kevin W. Vaughn Branch Chief