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 Document Community West Bancshares 72100 North Financial Drive Suite 101 Fresno, California 93720 February 20, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Financial Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Eric Envall Re: Community West Bancshares Registration Statement on Form S-4 (File No. 333-293199) Dear Mr. Envall: The undersigned, Community West Bancshares (the “ Company ”), pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, hereby requests that the effective date of the above-referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m. Eastern Time on Tuesday, February 24, 2026, or as soon as possible thereafter. We request that we be notified of such effectiveness by a telephone call to Kurt Leeper of Otteson Shapiro LLP, the Company’s counsel, at (720) 963-7546 and that such effectiveness also be confirmed in writing. Sincerely, COMMUNITY WEST BANCSHARES By:  /s/ Shannon R. Livingston Shannon R. Livingston Executive Vice President and Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 10, 2026

James J. Kim
Chief Executive Officer
Community West Bancshares
7100 North Financial Drive, Suite 101
Fresno, CA 93720

 Re: Community West Bancshares
 Registration Statement on Form S-4
 Filed February 4, 2026
 File No. 333-293199
Dear James J. Kim:

 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 Eric Envall at 202-551-3234 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

December 16, 2024
Shannon Livingston
Executive Vice President and Chief Financial Officer
Community West Bancshares
7100 N. Financial Drive, Suite 101
Fresno, CA 93720
Re:Community West Bancshares
Form 10-Q for Fiscal Quarter Ended September 30, 2024
File No. 000-31977
Dear Shannon Livingston:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Finance

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December 12, 2024

Via Edgar

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

Washington, DC 20549

Attention: Shannon Davis and William Schroeder

               Re:         Community West Bancshares

                              Form 10-Q for Fiscal Quarter Ended September 30, 2024

                              File No. 000-31977

Dear Sir or Madam:

On behalf of Community West Bancshares (“Community West”), we hereby submit responses to the comments provided by the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter dated December 9, 2024, (the “Comment Letter”) with respect to the above-referenced filing.

For your convenience, we have set forth each comment from the Comment Letter in italics and bold typeface and have included our response below it. The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.

Form 10-Q for Fiscal Quarter Ended September 30, 2024, filed November 6, 2024

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Condition

Loans, page 53

1.We note your disclosure on page 53 about your concentration in commercial real estate (“CRE”) loans representing approximately 56.4% of total loans as of September 30, 2024. We also note that the non-owner occupied CRE loan class comprised both the largest portion of your CRE, as well as the largest portion of your total loan portfolio, as of September 30, 2024. Please revise future filings to further disaggregate the composition of your CRE loan portfolio to more clearly disclose and quantify material geographic and industry concentrations (e.g., office, retail, etc.), as well as current weighted average and/or range of loan-to-value ratios and occupancy rates, if available, to the extent material to an investor’s understanding of the credit risk inherent in your CRE portfolio.

Response: In response to the Staff’s comment, Community West will revise its future filings to further disaggregate the composition of its CRE loan portfolio to more clearly disclose and quantify material geographic and industry concentrations, as well as current weighted average and/or range of loan-to-value ratios and occupancy rates, if available, to the extent material to an investor’s understanding of the credit risk inherent to its CRE portfolio.

1.We note your disclosure on page 53 that a substantial decline in the performance of the economy in general or a decline in real estate values in your primary market areas in particular could have an adverse impact on collectability, increase the level of real estate-related non-performing loans, or have other adverse effects which alone or in the aggregate could have a material adverse effect on your business, as well as your disclosure that CRE loans include certain loans with higher risks. Please revise future filings to describe the specific details of any risk management policies, procedures or other actions undertaken by management in response to the current environment.

Response: In response to the Staff's comment, Community West will revise its future filings to provide specific details about its risk management policies, procedures, or other actions taken by management in response to the current environment.

We are available to discuss any of our responses with you at your convenience. Should you have any questions or want to discuss these matters further, please contact me at (916) 235-4617.

Very truly yours,

/s/ Shannon Livingston

Shannon Livingston

Executive Vice President and Chief Financial Officer

December 9, 2024
Shannon Livingston
Executive Vice President and Chief Financial Officer
Community West Bancshares
7100 N. Financial Drive, Suite 101
Fresno, CA 93720
Re:Community West Bancshares
Form 10-Q for Fiscal Quarter Ended September 30, 2024
File No. 000-31977
Dear Shannon Livingston:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for Fiscal Quarter Ended September 30, 2024
Item 2: Management's Discussion and Analysis of Financial Condition and Results of
Operations
Financial Condition
Loans, page 53
1.We note your disclosure on page 53 about your concentration in commercial real
estate (“CRE”) loans representing approximately 56.4% of total loans as of September
30, 2024. We also note that the non-owner occupied CRE loan class comprised both
the largest portion of your CRE, as well as the largest portion of your total loan
portfolio, as of September 30, 2024. Please revise future filings to further disaggregate
the composition of your CRE loan portfolio to more clearly disclose and quantify
material geographic and industry concentrations (e.g., office, retail, etc.), as well as
current weighted average and/or range of loan-to-value ratios and occupancy rates, if
available, to the extent material to an investor’s understanding of the credit risk
inherent in your CRE portfolio.

December 9, 2024
Page 2
2.We note your disclosure on page 53 that a substantial decline in the performance of
the economy in general or a decline in real estate values in your primary market
areas in particular could have an adverse impact on collectability, increase the level of
real estate-related non-performing loans, or have other adverse effects which alone or
in the aggregate could have a material adverse effect on your business, as well as your
disclosure that CRE loans include certain loans with higher risks. Please revise future
filings to describe the specific details of any risk management policies, procedures or
other actions undertaken by management in response to the current environment.
            In closing, 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 Shannon Davis at 202-551-6687 or William Schroeder at 202-551-
3294 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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VIA EDGAR

November 7, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Madeleine Joy Mateo

  Re: Community West Bancshares

Registration Statement on Form S-3

File No. 333-282463

Dear Ms. Mateo:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Community West Bancshares (the “Company”) hereby requests that the effective date for the Company’s Registration Statement on Form S-3 (File No. 333-282463) (the “Registration Statement”) be accelerated so that it will be declared effective at 10:00 a.m. (EDT) on Tuesday, November 12, 2024, or as soon thereafter as is practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Mark Bonenfant of Buchalter, A Professional Corporation at (213) 359-2497.

   Sincerely,

   Community West Bancshares

By:   /s/ Shannon Livingston

Executive Vice President and Chief Financial Officer

October 9, 2024
Shannon Livingston
Chief Financial Officer
Community West Bancshares
7100 N. Financial Drive, Suite 101
Fresno, CA 93720
Re:Community West Bancshares
Registration Statement on Form S-3
Filed October 2, 2024
File No. 333-282463
Dear Shannon Livingston:
            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 Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Mark A. Bonenfant, Esq.

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 VIA EDGAR

December 22, 2023

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Aisha Adegbuyi

Re:
 Central Valley Community Bancorp

Registration Statement on Form S-4

File No. 333-275942

Dear Ms. Adegbuyi:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Central Valley Community Bancorp (the “Company”) hereby requests that the effective date for the Company’s Registration Statement on Form S-4 (File No. 333-275942) (the “Registration Statement”) be accelerated so that it will be declared effective at 10:00 a.m. (EDT) on Wednesday, December 27, 2023,
or as soon thereafter as is practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Mark Bonenfant of Buchalter, A Professional Corporation at
(213) 359-2497.

Sincerely,

Central Valley Community Bancorp

By:

/s/ James J. Kim

President and Chief Executive Officer

United States securities and exchange commission logo
December 18, 2023
James J. Kim
Chief Executive Officer
Central Valley Community Bancorp
7100 N. Financial Dr., Suite 101
Fresno, CA 93720
Re:Central Valley Community Bancorp
Registration Statement on Form S-4
Filed December 8, 2023
File No. 333-275942
Dear James J. Kim:
            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:       Mark A. Bonenfant, Esq.

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Central Valley Community Bancorp

7100 N. Financial Drive, Suite 101

Fresno, California  93720

 March 31, 2021

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Attention: David Lin

Re:    Central Valley Community Bancorp

Registration Statement on Form S-3

333-254526

Dear Sir or Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Central Valley Community Bancorp hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated so that the Registration Statement may become effective on April 2, 2021, at 3:00 p.m. (Washington, D.C. time), or as soon thereafter as may be practicable.

We request that we be notified of such effectiveness by a telephone call to Mark A. Bonenfant of Buchalter, A Professional Corporation, at (213) 359-2497.

Sincerely,

Central Valley Community Bancorp

By: /s/ David A.Kinross

David A. Kinross

Executive Vice President and Chief Financial Officer

United States securities and exchange commission logo
March 26, 2021
James Ford
President and Chief Executive Officer
Central Valley Community Bancorp
7100 N. Financial Drive, Suite 101
Fresno, CA 93720
Re:Central Valley Community Bancorp
Registration Statement on Form S-3
Filed March 19, 2021
File No. 333-254526
Dear Mr. Ford:
            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 David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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Central Valley Community Bancorp

7100 N. Financial Drive, Suite 101

Fresno, California  93702

 March 29, 2018

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Christopher Dunham

Re:

 Central Valley Community Bancorp

Registration Statement on Form S-3

333-223876

Dear Sir or Madam:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Central Valley Community Bancorp hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated so that the Registration Statement may become effective on April 2, 2018, at 3:00 p.m. (Washington, D.C. time), or as soon thereafter as may be practicable.

We request that we be notified of such effectiveness by a telephone call to Mark A. Bonenfant of Buchalter, A Professional Corporation, at (213) 359-2497.

Sincerely,

Central Valley Community Bancorp

By: /s/ David A.Kinross

David A. Kinross

Executive Vice President and Chief Financial Officer

Mail Stop 4720

March 28, 2018

James M. Ford
President and Chief Executive Officer
Central Valley Community Bancorp
7100 N. Financial Drive, Suite 101
Fresno, CA 93720

Re: Central Valley Community Bancorp
  Registration Statement on Form S-3
Filed  March 23, 2018
  File No.  333-223876

Dear Mr. Ford :

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 Christopher Dunham, Staff Attorney, at (202) 551 -3783  with any
questions .

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Acting Assistant Director
Office of Financial Services

cc: Mark A. Bonenfant, Esq.

Mail Stop 4720
June 19, 2017

James M. Ford
President and Chief Executive Officer
Central Valley Community Bancorp
7100 N. Financial Drive, Suite 101
Fresno, C A 93720

Re: Central Valley Community Bancorp
  Registration Statement on Form S-4
Filed  June 12, 2017
  File No.  333-218664

Dear Mr. Ford :

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 David Gessert at (202) 551 -2326 with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

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[CENTRAL VALLEY COMMUNITY BANCORP LETTERHEAD]

August 2, 2016

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4720

Washington, D.C. 20549

Re:

 Central Valley Community Bancorp

Registration Statement on Form S-4

No. 333-212063

Ladies and Gentlemen:

          Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of Central Valley Community Bancorp’s Registration Statement on Form S-4, No. 333-212063, to 2:00 p.m. Eastern Time on August 3, 2016.  In connection with this request, Central Valley Community Bancorp acknowledges the following:

          1. 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;

          2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Central Valley Community Bancorp from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

          3. Central Valley Community Bancorp 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.

          If you have any questions or comments, please contact the undersigned at (559) 323-3420, or Bruce Dravis, counsel for Central Valley Community Bancorp, at (916) 520-5280.

Sincerely,

Central Valley Community Bancorp

By:  /s/ David A. Kinross

Executive Vice President and Chief Financial Officer

Mail Stop 4720

August 2, 2016

Via E -mail
James M. Ford
President and Chief Executive Officer
Central Valley Community Bancorp
7100 N. Financial Drive, Suite 101
Fresno, CA 93720

Re: Central Valley Community Bancorp
Amendment No. 1 to Registration Statement on Form S-4
Filed July 29, 2016
  File No. 333-212063

Dear Mr. Ford :

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

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

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comm ents.  Unless  we note
otherwise , our references to prior comments are to comments in our July 22, 2016  letter .

Prospectus Cover Page

1. Please revise to estimate the aggregate merger consideration as of a recent date, both if
you do not exercise your right to terminate t he merger agreement and if Sierra Vista Bank
prevents you from exercising this right by accepting an adjustment to the aggregate
merger consideration.  Revise the cover page to indicate the implied value of the share
consideration as of the most recent dat e under both an over -performance reduction
scenario and if no deduction is required.

Questions And Answers About The Merger , page 1

2. Revise to clarify that the percentages of cash and stock consideration is fixed.  Since the
current value of the stock considerati on is greater than the cash consideration, a

James M. Ford
Central Valley Community Bancorp
August 2, 2016
Page 2

 shareholder may not receive the compensation that they elected to receive under the
proration provision of section 2.2 of Article II of the Merger Agreement.

Please contact Christopher Dunham, Staff Attorney,  at (202) 551 -3783  or, in his absence,
me at (202) 551 -3419 with any other questions.

Sincerely,

 /s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services

cc: Bruce F. Dravis , Esq.

Mail Stop 4720

July 22, 2016

Via E -mail
James M. Ford
President and Chief Executive Officer
Central Valley Community Bancorp
7100 N. Financial Drive, Suite 101
Fresno, CA 93720

Re: Central Valley Community Bancorp
Amendment No. 1 to Re gistration Statement on Form S -4
Filed July 19, 2016
  File No. 333-212063

Dear Mr. Ford :

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

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

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comm ents.  Unless  we note
otherwise , our references to prior comments are to comments in our July 5, 2016  letter .

Questions and Answers About the Merger

Q: What will I receive in exchange for my Sierra Vista Bank shares in the merger?, page 1

1. We note your r evisions in response to comment 1.  Please disclose Sierra Vista Bank’s
stockholder’s equity , as it would be calculated under the merger agreement,  as of a recent
date so that investors are better able to assess whether this limitation is likely to impact
the merger consideration.  Also, quantify  any presently known material adjustments that
might decrease Sierra Vista Bank’s consolidated shareholders equity.  Please ma ke
corresponding revisions throughout your prospectus , including but not limited to on page
25.

James M. Ford
Central Valley Community Bancorp
July 22, 2016
Page 2

 2. We note that Central Valley’s stock has exceeded the $13.80 price as which it can
terminate the transaction for much of the past 20 trading day period.  Revise  this section,
as well as elsewhere throughout the registration statement to disclose the 20 day average
price of Central Valley’s stock over a recent period.  Also, please compare the increase in
that average price to the increase in the NASDAQ Bank Index  over the same period.
Revise this section to disclose whether Sierra Vista Bank will resolicit its shareholders in
the event that they agree to a reduced aggregate merger consideration in the event that the
termination provision is triggered.  Please als o revise this section to discuss Sierra Vista
Bank’s fiduciary duties to its shareholders with respect to this decision, including the
factors that the board will consider in deciding whether to accept a reduction in the
aggregate merger consideration.  Re vise this section to discuss the difference between the
increase in the average trading value of Central Valley’s stock and the change in the
value of the index.  Finally, revise this section to discuss the time between the vote and
closing of the merger.

Exhibit Index

Exhibit 8

3. We note your revised tax opinion in response to comments 7 and 8.  Please direct counsel
to delete its enumerated assumption (iv) as it is inappropriate to assume legal  conclusions
underlying the opinion.  Please refer to Section III.C.3 of Staff Legal Bulletin No. 19.

Exhibit 23.2

4. We note that your auditor’s consent is dated June 16 , 2016 .  Please file an updated
auditor’s consent prior to requesting effectiveness of  the registration statement.  In this
regard, please refer to Section 4810.03(c) of the Division of Corporation Finance
Financial Reporting Manual.

Please contact Christopher Dunham, Staff Attorney,  at (202) 551 -3783  or, in his absence,
me at (202) 551 -3419 with any other questions.

Sincerely,

 /s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services

cc: Bruce F. Dravis , Esq.

Mail Stop 4720

July 5, 2016

Via E -mail
James M. Ford
President and Chief Executive Officer
Central Valley Community Bancorp
7100 N. Financial Drive, Suite 101
Fresno, CA 93720

Re: Central Valley  Community Bancorp
 Registration Statement on Form S-4
Filed  June 16, 2016
  File No.  333-212063

Dear Mr. Ford :

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

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

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

Prospectus Cover Page

1. Please revise your second paragraph to disclose all adjustments that may be made to the
merger  consideration.  Please also tell us how  you would register additional shares under
the Securities Act o f 1933  in the event that your share price falls and sufficiently
underperforms the NASDAQ Bank Index such that Sierra Vista Bank could have the
right to terminate the merger, but you choose  to make up the difference between $10.20
and the Lower Determination Date Price .

James M. Ford
Central Valley Community Bancorp
July 5, 2016
Page 2

 Questions And Answers About The Merger

Q: What will I receive in exchange for my Sierra Vista Bank shares in the merger?, page 1

2. Please disclose all adjustments that may be made to the merger consideration.  Please
also discl ose the value of Sierra Vista Bank shareholders equity account , as it would be
calculated under the merger agreement, as of a recent date.  Please make corresponding
revisions on pages 5 and 25.

The Merger

Certain Federal Income Tax Consequences, page 28

3. Please delete the term “certain” from this section heading and clarify that you are
discussing the material tax consequences of this merger.  Next, remove the assumption
that the merger will be treated as reorganization within the meaning of Section 368( a) of
the Internal Revenue Code of 1986, as amended.  Also, revise your prospectus to clearly
identify each material tax consequence.  Finally, please revise your prospectus to make
clear that the disclosure of the federal income tax consequences in the pr ospectus
represents the opinion of counsel, identifying counsel.  Make appropriate revisions to
your disclosure on page 7.  For guidance, please refer to Section III.C.1 and Section
III.C.3 of Staff Legal Bulletin No. 19 which is available on our website.

Part II

Information Not Required In Prospectus

Item 22. Undertakings, page II -1

4. We note that you incorporate future filings by reference.  Please revise to provide the
undertaking required by Item 512(b) of Regulation S -K.

Exhibit Index

Exhibit 5.1

5. We note that, as filed, the opinion states that the shares that will be issued upon the
completion of the merger have been validly issued, fully paid and non -assessable.  Please
confirm that counsel has concluded that the shares are currently issued and ar e fully paid
and non -assessable as of the date of the opinion.  Alternatively, counsel should revise its
opinion to state that the securities “will be” validly issued, fully paid and non -assessable
when issued in the manner described in the registration st atement.  For guidance, please
refer to Section II.B.1.a of Staff Legal Bulletin No. 19 .

James M. Ford
Central Valley Community Bancorp
July 5, 2016
Page 3

 6. We note that you have registered fewer shares than the number of shares that counsel
opines may be issued in connection with this transaction.  Please revise or expla in this
apparent discrepancy.

Exhibit 8.1

7. We note that this opinion appears to be limited to the accuracy of the disclosure in your
“Certain Federal Income Tax Conse quences” on page 28.  Item 601( b)(8) of Regulation
S-K requires that registrants provide a tax opinion when tax consequences are material.
Counsel must opine as to the material tax consequences.  Counsel may do so by either
adopting the disclosure in the tax discussion as its opinion, or providing an opinion that
lays out the analysis of coun sel supporting the tax opinion.  Please provide an opinion
that is consistent with Item 601(b)(8) of Regulation S -K.

8. Please direct counsel to delete its assumption that the agreements and instruments it
reviewed are valid, binding, and enforceable as to you.  The enforceability of an
agreement is a legal conclusion, and it is not appropriate for counsel to assume away
legal conclusions necessary to provide the opinion required by Item 601(b)(8) of
Regulation S -K.  For guidance, please refer to Section III.C.3 of Staff Legal Bulletin No.
19.

We urge all persons who are responsible for the accuracy and adequacy of the disc losure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure,  they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any 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.

James M. Ford
Central Valley Community Bancorp
July 5, 2016
Page 4

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested eff ective date of the
registration statement.

Please contact Christopher Dunham, Staff Attorney,  at (202) 551 -3783  or, in his absence,
me at (202) 551 -3419 with any other questions.

Sincerely,

 /s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services

cc: Bruce F. Dravis , Esq.

June 11 , 2013

Via E -mail
Dave Kinross
Chief Financial Officer
Central Valley Community Bancorp
7100 N. Financial Dr., Suite 101
Fresno, CA 93720

Re: Central Valley Community Bancorp
Form 10 -K for Fiscal Year Ended December 31, 2012
Filed March 20, 2013
  File No. 000-31977

Dear M r. Kinross :

We completed our review of your filing [s] on May 10, 2013 .  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 [s] and the
company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities  laws of the United States.  We urge all
persons who are responsible for the accuracy and adequacy of the disclosure in the filing [s] to be
certain that the filing [s] include [s] the information the Securities Exchange Act of 1934 and all
applicable rules r equire.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc. Via E -mail
 Bruce Dravis
Downey Brand LLP

CORRESP
1
filename1.htm

[CENTRAL VALLEY COMMUNITY BANCORP LETTERHEAD]

May 8, 2008

United States Securities

and Exchange Commission

Division of Corporation Finance

Attn: Kathryn McHale

100 F Street, N.E.

Washington, DC 20549

Re:                             File No. 333-187260

Dear Ms. McHale:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of Central Valley Community Bancorp’s Registration Statement on Form S-4, No. 333-187260 333-165907, to 8:00 a.m. Eastern Time on May 9, 2013, or as soon thereafter as is practicable.

In connection with this request, Central Valley Community Bancorp acknowledges the following:

1. 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;

2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Central Valley Community Bancorp from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3. Central Valley Community Bancorp 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.

If you have any questions or comments, please contact the undersigned at (559) 323-3420, or Bruce Dravis, counsel for Central Valley Community Bancorp, at (916) 520-5280.

Sincerely,

Central Valley Community Bancorp

By:

/s/   David Kinross

Chief Financial Officer

CORRESP
1
filename1.htm

Bruce Dravis

621 Capitol Mall, 18th Floor

bdravis@downeybrand.com

Sacramento, CA 95814

916/520-5280 Direct

916/444-1000 Main

916/520-5680 Fax

916/444-2100 Fax

downeybrand.com

May 8, 2013

Kathryn McHale
 Senior Staff Attorney
 Division of Corporate Finance
 Securities and Exchange Commission
 100 F Street NE
 Washington, DC 20549

Re:                             Central Valley Community Bancorp
                                                  Registration Statement on Form S-4
                                                  Pre-Effective Amendment No. 2
                                                  File No. 333-187260

Dear Ms. McHale:

Central Valley Community Bancorp (“Registrant”) has filed its pre-effective Amendment No. 2 (the “Amendment”) to its registration statement No. 333-187260 on Form S-4 (“Registration Statement”) relating to the planned issuance of 1,262,858 shares of Registrant’s common stock to current holders of common stock in Visalia Community Bank (“VCB”) in the connection with the merger of VCB into Registrant’s wholly owned subsidiary, Central Valley Community Bank.

In the Amendment, the Registrant has made revisions to address the comments in your May 3, 2013 letter regarding the Registration Statement (the “Letter”), as well as other revisions it has deemed appropriate.  A marked copy of the Registration Statement showing the changes resulting from the Amendment will be provided to you to expedite your review.

To assist your review, this letter contains details relating to revisions to the Registrant’s disclosures that are reflected in the Amendment and how those disclosures are intended to respond to the Letter.

Other capitalized terms used herein without definition are intended to have the meanings set forth in the Registration Statement.

Responses to Comments

Numbering in this letter in response to comments in the Letter corresponds to the numbering in the comments in the Letter.

Registration Statement on Form S-4

Certain Federal Income Tax Consequences, page 45

1. Please state clearly in this section that the opinion provided is that of Downey Brand LLP.

The discussion of tax consequences in the Registration Statement and the tax opinion provided by Downey Brand LLP have been amended to address this comment.

2. Please state that it is the opinion of Downey Brand that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

The discussion of tax consequences in the Registration Statement and the tax opinion provided by Downey Brand LLP have been amended to address this comment.

Director Appointment and Indemnification after the Merger, page 78

3. We note your response to our former comment 14; however, you do not appear to have provided 402(k) disclosure regarding Mr. Elliott’s compensation, as requested by Item 18(a)(7) of Regulation S-K. Please revise to include this information.

Per our discussions regarding the use of smaller reporting company disclosures by Central Valley Community Bancorp and Visalia Community Bank, disclosure  on Mr. Elliot’s compensation from Visalia Community Bank during 2012 is provided pursuant to Section 402(r) of Regulation S-K.  This additional disclosure appears at page 78 of the Registration Statement.  Please note that Mr. Elliott did not receive compensation from Central Valley Community Bancorp or Central Valley Community Bank during 2012.

Visalia Community Bank Notes to Financial Statements

Note 14-Fair Value Measurements, page F-30

2

4. Please revise to include the fair value disclosures required by ASC 820-10-50-2E.

In discussions with the SEC accounting staff, accountants for the Registrant were able to confirm that ASC 820-10-50-2F eliminates the required disclosure under ASC 820-10-50-2E for nonpublic entities.  In light of Visalia Community Bank’s status as a nonpublic entity as defined by the FASB, no changes to the disclosure on page F-30 were necessary.

Exhibits

5. We note your response to our former comment 15; however, you have not filed the “Pay to Stay” agreements referred to on page 50. Please file these agreements as exhibits to your next amendment.

These agreements are filed as exhibits in this amendment to the Registration Statement.

Tax Opinion, Exhibit 8

6. We note your short form opinion states that it is the opinion of Downey Brand that the summary is accurate. Please revise to state that the discussion in the prospectus constitutes the opinion of Downey Brand.

The discussion of tax consequences in the Registration Statement and the tax opinion provided by Downey Brand LLP have been amended to address this comment.

Very   truly yours,

DOWNEY   BRAND LLP

Bruce   Dravis

BD:jdw

3

May 2 , 2013

Via E -mail
Dave Kinross
Chief Financial Officer
Central Valley Community Bancorp
7100 N. Financial Dr., Suite 101
Fresno, CA 93720

Re: Central Valley Community Bancorp
Amendment No. 1 to Registration Statement on Form S -4
Filed April 26 , 2013
  File No. 333-187260

Dear Mr. Kinross :

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

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

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

Registration Statement on Form S -4

Certain Federal Income Tax Consequences, page 45

1. Please state clearly in this section that the opinion provided is that of Downey Brand
LLP.

2. Please state that it is the o pinion of Downey Brand that the merger will be treated as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

Director Appointment and Indemnification after the Merger, page 78

3. We note your response to our former comment 14; however, you do not appear to have
provided 402 (k) disclosure  regarding Mr. Elliot t’s compensation , as requested by Item
18(a)(7) of Regulation S -K.  Please revise to include this information.

Dave Kinross
Central Valley Community Bancorp
May 3, 2013
Page 2

 Visalia Community Bank Notes to Financial Statements
Note 14 -Fair Value Measurements, page F -30
4. Please revise to include the fair value disclosures required by ASC 820-10-50-2E.

Exhibits

5. We note your response to our former comment 15; however, you have not filed the “Pay
to Stay” agreements referred to on page 50.  Please file these agreements as exhibits to
your next amendment.

Tax Opinion, Exhibit 8

6. We note your short form opinio n states that it is the opinion of Downey Brand that the
summary is accurate.  Please revise to state that the discussion in the prospectus
constitutes the opinion of Downey Brand.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filin gs include the information the Securities Act of 1933 and
the Securities Exchange Act of 1934, and all Securities Act and Exchange Act rules, in each case
as applicable, require.   Since the company and its management are in possession of all facts
relating  to a company’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please prov ide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any 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 compa ny may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests fo r acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

Dave Kinross
Central Valley Community Bancorp
May 3, 2013
Page 3

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date  of the
registration statement.

You may contact Bill Schroeder  at (202) 551 -3294  or Sharon Blume  at (202) 551 -3474  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Joshua Samples  at (202) 551 -3199 or me at (202) 551 -3464  with any other questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc. Via E -mail
 Bruce Dravis
James Dyer
Downey Brand LLP

CORRESP
1
filename1.htm

Bruce Dravis

621 Capitol Mall, 18th Floor

bdravis@downeybrand.com

Sacramento, CA  95814

916/520-5280 Direct

916/444-1000 Main

916/520-5680 Fax

916/444-2100 Fax

downeybrand.com

April 26, 2013

Kathryn McHale
 Senior Staff Attorney
 Division of Corporate Finance
 Securities and Exchange Commission
 100 F Street NE
 Washington, DC 20549

Re:                             Central Valley Community Bancorp

Registration Statement on Form S-4
 Pre-Effective Amendment No. 1
 File No. 333-187260

Dear Ms. McHale:

Central Valley Community Bancorp (“Registrant”) has filed its pre-effective Amendment No. 1 (the “Amendment”) to its registration statement No. 333-187260 on Form S-4 (“Registration Statement”) relating to the planned issuance of 1,262,858 shares of Registrant’s common stock to current holders of common stock in Visalia Community Bank (“VCB”) in the connection with the merger of VCB into Registrant’s wholly owned subsidiary, Central Valley Community Bank.

In the Amendment, the Registrant has made revisions to address the comments in your April 10, 2013 letter regarding the Registration Statement (the “Letter”), as well as other revisions it has deemed appropriate.  A marked copy of the Registration Statement showing the changes resulting from the Amendment will be provided to you to expedite your review.

To assist your review, this letter contains details relating to revisions to the Registrant’s disclosures that are reflected in the Amendment and how those disclosures are intended to respond to the Letter.

Other capitalized terms used herein without definition are intended to have the meanings set forth in the Registration Statement.

Responses to Comments

Numbering in this letter in response to comments in the Letter corresponds to the numbering in the comments in the Letter.

General

1.                                      We note that senior management of Visalia provided financial projections to Sandler O’Neill. Please disclose two years of any material projections, including revenue, income, and income per share.

In response to the Staff’s comment, a new section titled “Visalia Community Bank Unaudited Prospective Financial Information” has been added commencing on page 72 of the Amendment.

2.                                      Please supplementally provide the staff with the board books prepared for each board.

In response to the Staff’s comment, Registrant has provided the requested materials to the SEC supplementally at the SEC’s request, in printed copy form and not in electronic form.  The requested materials will not be filed with the registration statement, either in printed form or on EDGAR.  The requested materials and cover letter respecting them are supplied to the SEC segregated from the Registrant’s response to the Letter and Registrant’s amendment to the Registration Statement.

3.                                      Please note the updating requirements of Rule 8-08 of Regulation S-X and provide an updated consent from your independent accountant in your next pre-effective amendment.

The Amendment includes updated consents from the independent accountants.

4.                                      In accordance with Item 501(b)(2) of Regulation S-K, please disclose the aggregate amount and title of securities offered with this prospectus.

The text in the first paragraph of the cover page of the prospectus has been revised to include the aggregate amount and title of securities offered under the prospectus.

What is the vote needed for approval of the merger agreement?, page 1

5.                                      Please disclose that certain holders of the common stock have agreed to vote their shares in favor of the merger and therefore, approval of the merger is assured.

2

The discussion at page 1 has been revised to reflect that approval of the merger by VCB shareholders is assured as a result of the shareholder’s agreement among a supermajority of  the holder of VCB’s common stock, once all shares of Series B Preferred Stock are converted or redeemed.

Summary

6.                                      Briefly discuss the conditions under which the merger agreement may be terminated and state the termination fee that will be incurred by either party.

At page 10 of the Amendment, a new section of the Summary has been added discussing the conditions under which the merger agreement may be terminated and any associated termination fees.

7.                                      Please provide the information required by Item 3(g) of Form S-4 in the summary.

At page 11 of the Amendment, a new section of the Summary has been added discussing the historic prices of shares of Registrant and VCB.  Because VCB has no active trading market, the discussion has been set forth in text rather than a table.

Summary— Interests of Certain Persons in the Merger That Are Different From Yours, page 11

8.                                      Please quantify the aggregate compensation that each director and executive officer will receive as a result of the merger. In addition, please briefly describe these arrangements, including Mr. Elliott’s appointment to the Central Valley Board following the merger.

In response to the Staff’s comment, the summary section has been supplemented at page 12 and 13 of the Amendment to quantify the aggregate compensation that each of the executive officers and directors of Visalia Community Bank will receive as a result of the merger.  This section has also been supplemented to describe the various arrangements, including Mr. Elliott’s appointment to the Board.

Unaudited Pro Forma Condensed Combined Financial Information

Note 5-ProForma Adjustments, page 23

9.                                      Please revise to include the purchase price allocation required by ASC 805-10-10.

At page 24 of the Amendment, Registrant has included a disclosure of purchase price allocation.

3

10.          Please revise to disclose the expected useful lives of loans acquired.

At page 25 of the Amendment, Registrant has included disclosure of the useful lives of loans acquired.

The Merger

11.                               Please include disclosure regarding the negotiation of the benefits to officers and directors that you describe on page 46.

Although no additional benefits were negotiated for directors and executive officers at the time the merger agreement was entered into, there were some benefits of which the directors and executive officers were aware under their existing respective benefit plans which would come into effect as a result of the merger.  In response to the Staff’s comments, additional disclosure has been added on page 48  of the Amendment with respect to the benefits of which the executive officers and directors of Visalia Community Bank were aware of during the course of negotiations of the merger agreement that would accrue to them as a result of the merger.

The circumstances regarding the appointment of Mr. Elliott to the board of directors of Registrant is discussed on pages 39 and 40 of the Amendment.

Calculation of Consideration to be Paid to Visalia Shareholders, page 41

12.                               Please disclose, if true, that Central Valley can also choose to terminate the merger if Visalia shareholders’ equity is less than $18.5 million, rather than adjust the price.

At pages 43 and 44 of the Amendment, Registrant has included disclosure that Registrant may elect to terminate the merger if the VCB shareholders’ equity, as defined in the merger agreement, is less than $18.5 million.

Certain Federal Income Tax Consequences, page 42

13.                               We note your discussion of the material tax consequences of the merger. In accordance with Item 601(b)(8), please provide an opinion supporting the consequences to shareholders described in the filing.

The opinion of Downey Brand LLP respecting material tax consequences is filed as Exhibit 8 to the Amendment.

4

Interests of Certain Persons in the Merger, page 46

14.                               Please provide the information required by Item 18(a)(7) of Form S-4 as it pertains to Mr. Elliott.

In response to the Staff’s comment, additional disclosure as required by Item 18(a)(7) has been added with respect to Mr. Elliott in the section titled “Director Appointment and Indemnification after the Merger” on page 78 of the Amendment.

15.                               Please file all material agreements discussed in this section, including the “Pay and Stay” agreements discussed on page 47, with your next amendment.

In response to the Staff’s comment, the following material agreements have been filed as exhibits to the Amendment as follows:

·                  Employment Agreement dated March 28, 2013 between Thomas J. Beene and Central Valley Community Bancorp.

·                  Amended and Restated Salary Continuation Agreement between Thomas J. Beene and Visalia Community Bank dated September 21, 2006.

·                  Amended and Restated Salary Continuation Agreement between Thomas J. Beene and Visalia Community Bank dated March 24, 2011.

·                  Form of Director Retirement Agreement of Visalia Community Bank.

·                  Form of Director Deferred Fee Agreement of Visalia Community Bank.

Please note that the Employment Agreement dated March 28, 2013 between Central Valley Community Bank and Thomas J. Beene, the current President and Chief Executive Officer of Visalia Community Bank, was entered into following the filing of the Registration Statement so was not described in the initial filing.  This new agreement is now disclosed on page 49 of the Amendment in the Section titled “Employment Agreements, Change in Control and Other Compensation Agreements,” and is also included as an exhibit the Amendment as indicated above.

5

Opinion of Visalia Community Bank’s Financial Advisor, page 51

16.                               Please disclose the fee that FIG will receive as compensation for its services as financial advisor. Please provide similar disclosure for services that Sandler O’Neill’s provided to Central Valley.

In response to the Staff’s comment, disclosure has been added at the end of the Section titled “Opinion of Visalia Community Bank Financial Advisor” on page 59 of the Amendment with respect to compensation to be paid by Visalia Community Bank to FIG Partners, LLP (“FIG”), and at page 59 of the Amendment respecting the compensation of Sandler O’Neil & Partners LP by Registrant with respect to the merger.

17.                               Please provide the information required by Section 1015(b)(4) of Regulation M-A. Specifically, disclose any material relationship that has existed between each company and each financial advisor over the past two years and the aggregate compensation paid by each company to each financial advisor for all services.

In response to the Staff’s comment, the requested disclosure, indicating that Visalia Community Bank has not had any material relationship with either FIG or Sandler O’Neill in the past two years other than its engagement of FIG in connection with the merger, has been added at the end of the Section titled “Opinion of Visalia Community Bank Financial Advisor” on page 59 of the Amendment.  At page 59  of the Amendment, Registrant has added disclosure that it has not had any material relationship with either FIG or Sandler O’Neill in the past two years, other than its engagement of Sandler O’Neill in 2011 for advisory services in connection with Registrant’s purchase of common stock warrants from the U.S. Treasury in connection with the TARP program.

Where You Can Find More Information, page 115

18.                               Please use the SEC’s current address as follows: 100 F Street NE, Washington, DC 20549.

The requested change has been made in the Amendment.

Validity of Central Valley Community Bancorp’s Common Stock, page 115

19.                               Please include the address of the Downey Brand in this section.

The requested change has been made in the Amendment.

6

Financial Statements of Visalia Community Bank

20.                               Please revise to include audited 12/31/2012 Financial Statements for Visalia Community Bank in accordance with Regulation S-X. In addition revise the related Management’s Discussion and Analysis, and the Unaudited Pro Forma Condensed Combined Financial Information accordingly.

The required financial statements for the year ended December 31, 2012 are now included commencing on page F-1 of the Amendment.  Further, Management’s Discussion and Analysis of Financial Condition and Results of Operations of Visalia Community Bank has been updated to discuss year end 2012.  In addition, the Unaudited Pro Forma Condensed Combined Financial Information has also been updated to provide year end 2012 information.

Legality Opinion, Exhibit 5.1

21.                               If you choose to address your opinion to the Securities and Exchange Commission, rather than to your client, please include the SEC’s current address.

The requested change has been made in the Amendment.

Very truly yours,

DOWNEY   BRAND LLP

Bruce   Dravis

BD:jdw

7

April 10 , 2013

Via E -mail
Dave Kinross
Chief Financial Officer
Central Valley Community Bancorp
7100 N. Financial Dr., Suite 101
Fresno, CA 93720

Re: Central Valley Community Bancorp
Registration Statement on Form S -4
Filed March 14 , 2013
  File No. 333-187260

Dear Mr. Kinross :

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

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

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

Registration Statement on Form S -4

General

1. We note that senior management of Visalia provided financial projections to Sandler O’Neill.
Please disclose two years of any material projections, including revenue, income, and income
per share.

2. Please supplementary provide the staff with the board books prepared for each board.

3. Please note t he updating requirements of Rule 8 -08 of Regulation S -X and provide an
updated consent from your independent accountant in your next pre -effective amendment.

Dave Kinross
Central Valley Community Bancorp
April 10, 2013
Page 2

 Cover  Page

4. In accordance with Item 501(b)(2) of Regulation S -K, please disclose the aggregate amount
and title of securities offered with this prospectus.

Questions and Answers

What is the vote needed for approval of the merger agreement?,  page 1

5. Please disclose that certain holders of the common stock have agreed to vote their shares in
favor of the merger and therefore, approval of the merger is assured .

Summary

6. Briefly discuss the conditions under which the merger agreement may be terminated and
state the ter mination fee that will be incurred  by either party.

7. Please provide the information required by Item 3(g) of Form S -4 in the summary.

Interests of Certain Persons in the Merge r That Are Different From Yours, page 11

8. Please quantify the aggregate compensation that each director and executive officer will
receive as a result of the merger.  In addition, please briefly describe these arrangements,
including Mr. Elliot’s appointment to the Central Valley Board following the merger.

Unaudited Pro Form a Condensed Combined Financial Information

Note 5 -ProForma Adjustments, page 23

9. Please revis e to include the purchase price allocation required by ASC 805 -10-10.

10. Please revise to disclose the expected useful lives of loans acquired.

The Merger

11. Please include disclosure regarding the negotiation of the benefits to officers and directors
that you describe on page 46.

Calculation of Consideration to be Paid to Visalia Shareholders, page 41

12. Please disclose , if true,  that Central Valley can also choose to t erminate the merger if Visalia
shareholders’ equity is less than $18.5 million, rather than adjust the price.

Dave Kinross
Central Valley Community Bancorp
April 10, 2013
Page 3

 Certain Federal Income Tax Consequences, page 42

13. We note your discussion of the material tax consequences of the merger.  In accordance with
Item 601(b)(8), please provide an opinion supporting the consequences to shareholders
described in the filing.

Interests of Certain Persons in the Merger, page 46

14. Please provide the information required by Item 18(a)(7) of Form S -4 as it pertains to Mr.
Elliott.

15. Please file all material agreements discussed in this section, including the “Pay and Stay”
agreements discussed on page 47, with your next amendment.

Opinion of Visalia Community Bank’s Financial Advisor , page 51

16. Please disclose the  fee that FIG will receive as compensation for its services as financial
advisor.  Please provide similar disclosure for services that Sandler O’Neill’s provided to
Central Valley.

17. Please provide the information required by Section 1015(b)(4) of Regulation M -A.
Specifically, disclose any material relationship that has existed between each company and
each financial advisor over the past two years and the aggregate compensation paid by each
company to each financi al advisor for all services.

Where You Can Find More Information, page 115

18. Please use the SEC’s current address as follows: 100 F Street NE, Washington, DC 20549.

Validity of Central Valley Community Bancorp’s Common Stock, page 115

19. Please include the  address of the Downey Brand in this section.

Financ ial Statements of Visalia Community Bank

20. Please revise to include audited 12/31/2012 Financ ial Statements for Visalia Community
Bank in accordance with Regulation S -X. In addition revise the related Management’s
Discussion and Analysis, and the Unaudited Pro Form a Condensed Combined Financ ial
Information accordingly.

Legality Opinion, Exhibit 5.1

21. If you choose to address your opinion to the Securities and Exchange Commission, rather
than to your client, please include the SEC’s current address.

Dave Kinross
Central Valley Community Bancorp
April 10, 2013
Page 4

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing s include the information the Securities Act of 1933 and
the Securities Exchange Act of 1934, and all Securities Act and Exchange Act rules, in each case
as applicable, require.   Since the company and its management are in poss ession of all facts
relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any 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 refer to Rules 460 a nd 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibiliti es under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Bill Schroeder  at (202) 551 -3294  or Sharon Blume  at (202) 551 -3474  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Joshua Samples  at (202) 551 -3199  or me at (202) 551 -3464  with any other questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney
cc. Via E -mail
 Bruce Dravis
James Dyer
Downey Brand LLP

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

DIVISION OF
  CORPORATION FINANCE

March 31, 2010

Sent via U.S. Mail and facsimile to (559)323-3310
David A. Kinross Senior Vice President and Chief Financial Officer Central Valley Community Bancorp 7100 North Financial Drive Fresno, CA 93720
RE: Central Valley Community Bancorp
Form 10-K for Fiscal Year Ended December 31, 2008
Filed March 19, 2009
Form 10-Q for the Period Ended September 30, 2009
Filed November 13, 2009
File No. 000-31977
 Dear Mr. Kinross,   We have completed our review of your Form 10-K and Form 10-Q and have no further comments at this time.
Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

[Central
Valley Community Bancorp Letterhead]

March 31, 2010

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 7010

100 F Street, N.E.

Washington, D.C.  20549

Attn: Kevin W. Vaughn, Accounting Branch
Chief

RE:

Central
Valley Community Bancorp (the “Company”)

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

Filed March 19, 2009

Form 10-Q
for the Period Ended September 30, 2009

Filed November 13, 2009

File No. 000-31977

Ladies and Gentlemen:

This letter is in response to your letter
dated March 22, 2010 (the “Letter”) setting forth comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) on
our Annual Reports on Forms 10-K filed on March 19, 2009, and on our
Quarterly Report on Form 10-Q filed on November 13, 2009.  Our responses to the specific comments are
set forth below.  For convenience, the
comments from the Letter are stated in italics prior to our responses.

Form 10-K
for the year ended December 31, 2008

Item 8. Financial
Statements

Note 19.
Subsequent Event, page 103

1.              Please
address the following regarding your response to prior comment 1 from our
letter dated February 18, 2010:

a.                          Tell us
how you considered EITF 07-5 in determining the appropriate accounting
treatment for your preferred stock and warrants issued under the TARP program.

b.                          As part
of your allocation of the consideration received between the preferred stock
and the warrants, tell us how you considered the contingent provisions of the
warrants in determining the fair value of the warrants that were contingently
exercisable.

c.                           Tell us
how you considered whether to separately value the warrants that were
contingently exercisable from the warrants that were not contingently
exercisable.

d.                          Tell us
how you considered the guidance of Example 1 of EITF 07-05.  Specifically, tell us how you considered the
application of the guidance in Step 2.

e.                           Tell us
in detail how you accounted for the removal of the contingency on the warrants
that were contingently exercisable following your offering in December 2009.  Tell us the accounting guidance on which you
relied for that accounting treatment.

Response:

In
determining the correct accounting treatment for the warrants issued under the
TARP program, we considered the provisions of EITF 07-5 and determined that the
warrants fall into two classes; the first class had a contingency exercise
provision and the second class had no contingency exercise provision.  Since both classes of warrants met the requirements
of both steps included in EITF 07-5, we determined that the warrants are
indexed solely to the Company’s own stock and therefore treatment as permanent
equity is appropriate.  As such, we
computed a separate fair value for each of the two classes of warrants.

We
also relied on the conclusions reached in a letter dated October 24, 2008
written to the U.S. Department of Treasury by Mr. James Kroeker, Deputy
Chief Accountant, Securities and Exchange Commission, and Mr. Russell
Golden, Technical Director, Financial Accounting Standards Board, wherein the
conclusion was reached that permanent equity treatment was appropriate for TARP
warrants.

We
have modified our disclosure of the allocation of the proceeds of the Preferred
Stock and Warrant and will include the following disclosure in our future
filings with the Commission, including our filing on Form 10-K for the
year ended December 31, 2009:

The Company allocated the
proceeds received from the U.S. Treasury between the Series A Preferred
Stock and the Warrant issued based on the estimated relative fair values of
each.  The fair value of the Series A
Preferred Stock was determined using a net present value calculation for
preferred stock.  The fair value of the
Warrant was estimated based on a Black-Scholes-Merton model.  The recorded investment in Series A
Preferred Stock was $6,775,000 and the fair value allocated to the Warrant was
$225,000.  The discount recorded on the Series A
Preferred Stock was equal to the fair value of the imbedded Warrant and is
amortized using the level-yield method over five years.

2

The following table
identifies the amount of the proceeds allocated to the Series A Preferred
Stock and the Warrant based on their relative fair values.

  Series A

  Total

  Preferred

  Fair

  Stock

  Warrant

  Value

  Fair
  value per share

  $

  820.86

  $

  1.21

  $

  —

  Number of shares

  7,000

  158,133

  —

  Fair value

  $

  5,746,000

  $

  191,000

  $

  5,937,000

  Percent of total fair value

  96.78

  %

  3.22

  %

  —

  Allocation of $7,000,000 proceeds based on percent
  of total fair value

  $

  6,775,000

  $

  225,000

  $

  7,000,000

The Company calculated the
fair value of the Series A Preferred Stock using a net present value
calculation for preferred stock with a five year call option, with an annual
dividend rate of 5.0% and a 10.0% discount rate.  Management determined the discount rate of
10.0% was appropriate based on the Company’s risk profile using a Capital Asset
Pricing model (CAPM).

The Company based the fair
value of the Warrant granted using a Black-Scholes-Merton pricing model that
uses assumptions based on estimated expected life, expected stock volatility
and a discount rate based on the risk-free interest rate.  Stock volatility is based on the historical
volatility of the Company’s stock.  The
risk-free rate is based on the U.S. Treasury yield curve for the periods within
the contractual life of the Warrant in effect at the time of grant.  The fair value of the Warrant was estimated
on the date of grant using: i) dividend yield of 0.10%; ii) expected volatility
of 32.13%; iii) 1.52% risk-free interest rate; iv) expected term of six and one
half years; and v) expected vesting of the contingently exercisable portion of
the Warrant of 85%.

The Company disclosed in
Footnote 19 of the Consolidated Financial Statements included in the Form 10-K
for the year ended December 31, 2008, that the fair value of the Warrant was
calculated at $460,000, which was actually the allocation of the total TARP CPP
proceeds to the Warrant rather than the fair value of the Warrant.  In addition, that amount was erroneously
calculated, as the market value amount used in the Black-Scholes-Merton model
was equal to the strike price of the Warrant rather than the actual closing
price of the Company’s common stock on the date the Warrant was issued.  Subsequent to filing the Form 10-K for the
year ended December 31, 2008, the Company estimated the correct fair value of
the Warrant to be $191,000, and the allocation of the total TARP CPP proceeds
based on the relative fair value of the Warrants to be $225,000.  Based on the five year amortization period
used by the Company for accreting the resultant preferred stock discount equal
to the Warrant allocation, the difference between the $460,000 originally
reported in the Form 10-K for the year ended December 31, 2008 and the
corrected $225,000 amount was deemed immaterial by management, and therefore
the correction was made to the Form 10-K for the year ended December 31, 2009
rather than restating the subsequent event footnote in the Form 10-K for the
year ended December 31, 2008.

Form 10-Q for the period
ended September 30, 2009

Item 1. Financial Statements

Note 4. Investments, page 10

2.              We note
your response to prior comment 2 from our letter dated February 18, 2010,
including the fact that the $300,000 other-than-temporary charge taken during
the fourth quarter of 2009 related to the Countrywide CMO security (CUSIP
12668BPM9).  We also note in your
response to prior comment 3 that that same security had an unrealized loss of
$280,601 as of December 31, 2009 and that you sold this security at a loss
in the first quarter 2010.  Please
address the following regarding this security:

3

a.                          Tell us
why you sold this security and the specific reason(s) for the decrease in
fair value, including whether the event(s) that caused the decrease and
related other-than-temporary impairment charge was attributable to something
prior to or subsequent to year end;

b.                          Tell us
why you did not write-down this security by the additional unrealized loss
amount of $280,601, which would have resulted in a total other-than-temporary
charge of $580,601 at December 31, 2009;

c.                           Tell us
the amount of the loss recognized on the sale of this security in the first
quarter of 2010 if the loss was an amount other than the $280,601 unrealized
loss amount at December 31, 2009; and

d.                          Tell us
how you considered the realized loss on this security in valuing your remaining
CMO securities as of December 31, 2009, including whether the decrease in
this security’s fair value reflected a risk that your remaining CMO portfolio
may have been other-than-temporarily impaired at December 31, 2009 or
whether the decrease was limited solely to this one particular security.

Response:

Due
to a typographical error, our response to the Commission’s prior comment 2 from
your letter dated February 18, 2010 incorrectly identified the security
for which we recognized a $300,000 other-than-temporary impairment as CUSIP
12668BPM9.  Our response should have
properly identified the correct CUSIP 126694G93.  The table below in our response to comment 4
of this letter has been corrected to reflect the book value and market value
for CUSIP 126694G93.  This security was
sold at a loss of $300,000 in January 2010 in an attempt to decrease our
classified assets.  As of December 31,
2009 we compared the net present value of the cash flows expected to be collected
on this security to the amortized cost basis of the security and determined
that no credit loss existed.  As there
was no decrease in fair value of this security between December 31, 2009
and the date of sale, we do not believe that the economic loss realized on the
sale of this security affected our other-than-temporary impairment analysis
performed as of December 31, 2009 for the remaining CMO securities in our
portfolio.

3.              We note
your response and proposed disclosure to prior comment 3 from our letter dated February 18,
2010 related to your private residential CMOs.
Specifically address the following related to the assumptions used in
your calculation of the present value of cash flows expected to be collected:

a.                          Discount
rate: tell us and disclose in future filings how you determine the discount
rate to use in your calculation.

b.                          Deferrals
and defaults:

·                  Please tell us in detail how you develop your
estimate of future deferrals and defaults.

4

·                  Tell us how you consider the specific credit
characteristics of the collateral underlying each individual security in
developing your estimate of future deferrals and defaults and tell us whether
you had different estimates of deferrals and defaults for each security
owned.  To the extent that you estimate
losses to a security by forecasting the underlying
mortgage loans’ performance in each transaction, as disclosed in
your response, please tell us whether you rely on third-party appraisals to
value the underlying mortgage loans or whether you determine the underlying
mortgage loan value based on internally derived calculations and
methodology.  If you use an internal
calculation, please describe in detail your methodology including the specific
assumptions utilized.

·                  Tell us and disclose in future filings if you treat
actual deferrals the same as defaults.

·                  Tell us and disclose in future filings your
recovery rate assumption and how you determine it.  Specify if you have different recovery rates
for actual defaults as compared to actual or estimated future deferrals and if
you have different recovery rates for each security.

·                  Specifically tell us how you determined that
defaults and deferrals announced after the balance sheet date were incorporated
in your calculations of cash flows expected to be collected at period end.

·                  To the extent you rely on “credit support”, as disclosed
in your response, please tell us the specific credit support or credit
enhancement features for each security and how those features were incorporated
in your calculation of cash flows expected to be collected at period end.

c.                           Prepayment
rate:

·                  Based on the terms of your security, explain to us
how prepayments can occur (e.g. call dates, auction dates, etc).

·                  Tell us and disclose in future filings your
prepayment assumption and how you determine it.

·                  If your prepayment assumption changed during the
year, tell us why and detail the key information on which you rely to support
your change.

·                  Tell us how your credit loss is affected by
increasing the prepayment assumption and explain why the change is reasonable.

·                  If you used 0% as your assumption at December 31,
2009, please explain to us why you believe this is reasonable.

5

·                  If you used 0% as your assumption at December 31,
2009, please provide us a sensitivity analysis of the change in credit loss at September 30,
2009 if you used a 1% prepayment assumption.

Response:

The following disclosure will be included in
our future filings with the Commission, including our filing on Form 10-K
for the year ended December 31, 2009:

The Company’s evaluation
also includes estimating projected cash flows that the Company is likely to
collect based on an assessment of all available information about the
applicable security on an individual basis, the structure of the security, and
certain assumptions, such as the remaining payment terms for the security,
prepayment speeds, default rates, loss severity on the collateral supporting
the security based on underlying loan-level borrower and loan characteristics,
expected housing price changes, and interest rate assumptions, to determine
whether the Company will recover the entire amortized cost basis of the
security.  In performing a detailed cash
flow analysis, the Company identified the best estimate of the cash flows expected
to be collected.  If this estimate
results in a present value of expected cash flows (discounted at the security’s
effective yield) that is less than the amortized cost basis of the security, an
OTTI is considered to have occurred.

To assess whether it expects
to recover the entire amortized cost basis of its PLRMBS, the Company performed
a discounted cash flow analysis for all of its PLRMBS as of December 31,
2009.  In performing the discounted cash
flow analysis for each security, the Company uses a third-party model. The
model considers borrower characteristics and the particular attributes of the
loans underlying the Company’s securities, in conjunction with assumptions
about future changes in home prices and other assumptions, to project
prepayments, default rates, and loss severities.

The month-by-month
projections of future loan performance are allocated to the various security
classes in each securitization structure in accordance with the structure’s
prescribed cash flow and loss allocation rules.
When the credit enhancement for the senior securities in a
securitization is derived from the presence of subordinated securities, losses
are allocated first to the subordinated securities until their principal
balance is reduced to zero.  The projected
cash flows are based on a number of assumptions and expectations, and the
results of these models can vary significantly with cha

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

DIVISION OF
  CORPORATION FINANCE

March 22, 2010

Sent via U.S. Mail and facsimile to (559)323-3310
David A. Kinross Senior Vice President and Chief Financial Officer Central Valley Community Bancorp 7100 North Financial Drive Fresno, CA 93720
RE: Central Valley Community Bancorp
Form 10-K for Fiscal Year Ended December 31, 2008
Filed March 19, 2009
Form 10-Q for the Period Ended September 30, 2009
Filed November 13, 2009
File No. 000-31977
 Dear Mr. Doyle,
We have reviewed your letter filed on March 5, 2010 and have the following
comments.  Where indicated, we think you should revise your document 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 disclosures.  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 review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

David A. Kinross
Central Valley Community Bancorp
March 22, 2010 Page 2  Form 10-K for the year ended December 31, 2008

 Item 8. Financial Statements

 Note 19. Subsequent Event, page 103

1. Please address the following regarding your response to prior comment 1 from our letter dated February 18, 2010:    a. Tell us how you considered EITF 07-5 in determining the appropriate accounting treatment for your preferred stock and warrants issued under the TARP program.
 b. As part of your allocation of the consideration received between the preferred stock and the warrants, tell us how you considered the contingent provisions of the warrants in determining the fair value of the warrants that were contingently exercisable.
 c. Tell us how you considered whether to separately value the warrants that were contingently exercisable from the warrants that were not contingently exercisable.

d. Tell us how you considered the guidance of Example 1 of EITF 07-05.  Specifically, tell us how you considered the application of the guidance in Step 2.
 e. Tell us in detail how you accounted for the removal of the contingency on the warrants that were contingently exercisable following your offering in December 2009.  Tell us the accounting guidance on which you relied for that accounting treatment.

Form 10-Q for the period ended September 30, 2009

Item 1. Financial Statements

Note 4. Investments, page 10

2. We note your response to prior comment 2 from our letter dated February 18,
2010, including the fact that the $300,000 other-than-temporary charge taken during the fourth quarter of 2009 related to the Countrywide CMO security (CUSIP 12668BPM9).  We also note in your response to prior comment 3 that that same security had an unrealized loss of $280,601 as of December 31, 2009

David A. Kinross
Central Valley Community Bancorp
March 22, 2010 Page 3
and that you sold this security at a loss in the first quarter 2010.  Please address the following regarding this security:

a. Tell us why you sold this security and the specific reason(s) for the decrease in fair value, including whether the event(s) that caused the decrease and related other-than-temporary impairment charge was attributable to something prior to or subsequent to year end;
 b. Tell us why you did not write-down this security by the additional unrealized loss amount of $280,601, which would have resulted in a total other-than-temporary charge of $580,601 at December 31, 2009;
 c. Tell us the amount of the loss recognized on the sale of this security in the first quarter of 2010 if the loss was an amount other than the $280,601 unrealized loss amount at December 31, 2009; and
 d. Tell us how you considered the realized loss on this security in valuing your remaining CMO securities as of December 31, 2009, including whether the decrease in this security’s fair value reflected a risk that your remaining CMO portfolio may have been other-than-temporarily-impaired at December 31, 2009 or whether the decrease was limited solely to this one particular security.

3. We note your response and proposed disclosure to prior comment 3 from our letter dated February 18, 2010 related to your private residential CMOs.  Specifically address the following related to the assumptions used in your calculation of the present value of cash flows expected to be collected:  a. Discount rate: tell us and disclose in future filings how you determine the discount rate to use in your calculation.

b. Deferrals and defaults:
• Please tell us in detail how you develop your estimate of future deferrals
and defaults.
• Tell us how you consider the specific credit characteristics of the
collateral underlying each
 individual security in developing your
estimate of future deferrals and defaults and tell us whether you had
different estimates of deferrals and defaults for each security owned.  To the extent that you estimate losses to a security by forecasting the
underlying mortgage loans performance in each transaction, as disclosed in your response, please tell us whether you rely on third-party appraisals to value the underlying mortgage loans or whether you determine the underlying mortgage loan value based on internally

David A. Kinross
Central Valley Community Bancorp
March 22, 2010 Page 4
derived calculations and methodology.  If you use an internal calculation, please describe in detail your methodology including the specific assumptions utilized.
• Tell us and disclose in future filings if you treat actual deferrals the same
as defaults.
• Tell us and disclose in future filings your recovery rate assumption and
how you determine it.  Specify if you have different recovery rates for actual defaults as compared to actual or estimated future deferrals and if you have different recovery rates for each security.
• Specifically tell us how you determined that defaults and deferrals
announced after the balance sheet date were incorporated in your calculation of cash flows expected to be collected at period end.
• To the extent you rely on “credit support”, as disclosed in your response,
please tell us the specific credit support or credit enhancement features for each security and how those features were incorporated in your calculation of cash flows expected to be collected at period end.
 c. Prepayment rate:
• Based on the terms of your security, explain to us how prepayments can
occur (e.g. call dates, auction dates, etc).
• Tell us and disclose in future filings your prepayment assumption and how
you determine it.
• If your prepayment assumption changed during the year, tell us why and
detail the key information on which you rely to support your change.
• Tell us how your credit loss is affected by increasing the prepayment
assumption and explain why the change is reasonable.
• If you used 0% as your assumption at December 31, 2009, please explain
to us why you believe this is reasonable.
• If you used 0% as your assumption at December 31, 2009, please provide
us a sensitivity analysis of the change in credit loss at September 30,
2009 if you used a 1% prepayment assumption.

4. We note your response and proposed disclosure to prior comment 3 from our letter dated February 18, 2010.  For each private residential CMO security with at least one rating below investment grade, as shown in the tabular disclosure in your response, please further revise future filings to disclose the following additional information as of the most recent period end: actual deferrals and defaults as a percentage of the original collateral, expected deferrals and defaults as a percentage of the remaining performing collateral and excess subordination as a percentage of the remaining performing collateral.  Additionally, please clearly disclose how you calculate excess subordination and discuss what the excess subordination percentage signifies, including relating it to other column

David A. Kinross
Central Valley Community Bancorp March 22, 2010 Page 5
 descriptions, to allow an investor to understand why this information is relevant and meaningful.

* * * * * *
  Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revisions in future filings, provide a draft of your proposed disclosures and provide any requested information.  Please file your letter on EDGAR as correspondence.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Brittany Ebbertt, Staff Accountant, at (202) 551-3572 or me at
(202) 551-3494 if you have questions regarding our comments.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

[Central Valley Community Bancorp Letterhead]

March 5,
2010

VIA EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Mail
Stop 7010

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kevin W. Vaughn, Accounting Branch Chief

RE:

Central Valley Community Bancorp (the “Company”)

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

Filed March 19, 2009

Form 10-K/A for Central Valley Community Bancorp
Escrow Fund for the Transition Period from November 13, 2008 to December 31,
2008

Filed March 31, 2008

Form 10-Q for the Period Ended September 30,
2009

Filed November 13, 2009

File No. 000-31977

Ladies
and Gentlemen:

This
letter is in response to your letter dated February 18, 2010 (the “Letter”)
setting forth comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) on our Annual Reports on Forms 10-K and
10-K/A filed on March 19, 2009 and March 31, 2009, respectively, and
on our Quarterly Report on Form 10-Q filed on November 13, 2009.  Our responses to the specific comments are
set forth below.  For convenience, the
comments from the Letter are stated in italics prior to our responses.

Form 10-K for the year ended December 31,
2008

Item 8. Financial Statements

Note 19. Subsequent Event, page 103

1.     We note your response to prior
comment 3.  If true, please confirm that
you will include this information in your future filing disclosures.  We also note your statement that you
determined the discount rate of 7% was appropriate based on your risk profile.  Please tell us in more detail how you
determined that discount rate was appropriate.
In your response, please also quantify the impact to both the fair value
of the preferred stock and to your net income available to common shareholders
if the discount rate used had been higher (e.g. 10%).

Response:

The
following disclosure will be included in our future filings with the
Commission, including our filing on Form 10-K for the year ended December 31,
2009:

The
Company allocated the proceeds received from the U.S. Treasury between the Series A
Preferred Stock and the Warrant issued based on the estimated relative fair
values of each.  The fair value of the Series A
Preferred Stock was determined using a net present value calculation for
preferred stock.  The fair value of the
Warrant was estimated based on a Black-Scholes-Merton model.  The recorded investment in Series A
Preferred Stock initially was $6,540,000 and the fair value allocated to the
Warrant was $460,000.  The discount
recorded on the Series A Preferred Stock was equal to the fair value of
the imbedded Warrant and is amortized using the level-yield method over five
years.

Subsequent
to the reduction of the number of shares of the Company’s Common Stock issuable
pursuant to the Treasury’s exercise of the Warrant, as detailed above, the fair
value of the imbedded Warrants and the discount on the Series A Preferred
Stock was adjusted.

The
following table identifies the amount of the proceeds allocated to the Series A
Preferred Stock and the Warrant based on their relative fair values and
reflects the reduction by one half the number of shares of the Company’s Common
Stock that would be issuable pursuant to exercise of the Warrant.

  Series A

  Total

  Preferred

  Fair

  Stock

  Warrant

  Value

  Fair value per share

  $

  820.29

  $

  1.31

  $

  —

  Number of shares

  7,000

  79,067

  —

  Fair value

  $

  5,742,000

  $

  104,000

  $

  5,846,000

  Percent of total fair value

  98.0

  %

  2.0

  %

  —

  Allocation of $7,000,000  proceeds
  based on percent  of total fair value

  $

  6,875,000

  $

  125,000

  $

  —

The
Company calculated the fair value of the Series A Preferred Stock using a
net present value calculation for preferred stock with a five year call option,
with an annual dividend rate of 5.0% and a 10.0% discount rate.  Management determined the discount rate of
10.0% was appropriate based on the Company’s risk profile using a Capital Asset
Pricing model (CAPM).

The
Company based the fair value of the Warrant granted using a
Black-Scholes-Merton pricing model that uses assumptions based on estimated
expected life, expected stock volatility and a discount rate based on the
risk-free interest rate.  Stock
volatility is based on the historical volatility of the Company’s stock.  The risk-free rate is based on the U.S.
Treasury yield curve for the periods within the contractual life of the Warrant
in effect at the time of grant.  The fair
value of the Warrant was estimated on the date of grant using:

2

i)
dividend yield of 0.10%; ii) expected volatility of 32.13%; iii) 1.52%
risk-free interest rate; and iv) expected term of six and one half years.

Form 10-Q for the period ended September 30, 2009

Item 1. Financial Statements

Note 4. Investments, page 10

2.     We note your response to prior
comment 5, including your proposed disclosures, related to underwater
collateralized mortgage obligations (CMO) securities.  Please tell us your methodology and
assumptions used to determine that the 10 CMO securities that were underwater
for greater than 12 months at September 30, 2009 were not
other-than-temporarily impaired.  In your
response, please specifically address the following items:

·      Tell us whether you performed an
expected cash flow analysis for each individual CMO security.

·      If you did not perform an
expected cash flow analysis, please tell us how you quantitatively determined
that the securities were not impaired.

·      In your earnings release filed as
Exhibit 99 to the Form 8-K filed on February 2, 2010 you disclose
that you recorded an other-than-temporary impairment charge of $300,000 in the
fourth quarter of 2009.  Please tell us
which security this related to.

Response:

The
following disclosure will be included in our future filings with the
Commission, including our filing on Form 10-K for the year ended December 31,
2009:

As of December 31, 2009, management performed
an analysis of the investment portfolio to determine whether any of the
investments held in the portfolio had an other-than-temporary impairment
(OTTI).  Management evaluated all
available for sale investment securities with an unrealized loss at December 31,
2009 and identified those that had an unrealized loss for at least a
consecutive 12 month period, which had an unrealized loss at December 31,
2009 greater than 10% of the recorded book value on that date, and which had an
unrealized loss of more than $10,000.  In
addition, management reviewed all private residential collateralized mortgage
obligations (CMOs) in an unrealized loss position at December 31, 2009.

For those bonds that met the evaluation criteria
management obtained and reviewed the most recently published national credit
ratings for those bonds.  In addition, we
performed an expected cash flow analysis for all CMOs under different stress
scenarios discounted at the security’s implicit interest rate at the date of
acquisition and determined that the expected discounted cash flows were greater
than the recorded book value of the security.

3

Based on the analyses performed, the expected
discounted cash flows were greater than the recorded book value of the
individual securities.  Management
recorded an OTTI loss of $300,000 for one security that was sold at a loss
subsequent to December 31, 2009, and recorded an unrealized loss in other
comprehensive income for the other securities.

The OTTI charge to earnings of $300,000 recorded in
2009 related to the sale of one CMO security in January 2010 with cusip number 12668BPM9.

3.     Considering the significant
judgment required to determine if a security is other-than-temporarily impaired
and the focus users of financial statements have placed on this area, we
believe comprehensive and detailed disclosure is required to meet the disclosure
requirements in ASC 310-20-50 and Item 303 of Regulation S-K for your material
loss exposure.  Therefore, please address
the following regarding your CMOs that are in an unrealized-loss position
greater than 12 months at period end:

·      Revise your future filings to
disclose the number and amount of CMOs for which the lowest credit rating was
below investment grade.

·      Revise your future filings to
disclose each individual security with at least one rating below investment
grade.  Specifically, please disclose the
following information as of the most recent period end: single-issuer or
pooled, class, book value, fair value, unrealized gain/loss, and lowest credit
rating assigned to the security.

·      Revise your future filings to
clearly disclose how you considered the below investment grade rating for these
securities in your conclusion that the securities are not
other-than-temporarily impaired, and that no portion of their unrealized losses
[was] credit related.  Identify the
factors that you believe caused the fair value of these securities to be
significantly lower than cost.

Response:

The
following disclosure will be included in our future filings with the
Commission, including our filing on Form 10-K for the year ended December 31,
2010:

Other Collateralized Mortgage Obligations

At
December 31, 2009, the Company had a total of 46 private residential CMO
holdings with a remaining principal balance of $36,280,000 and a net unrealized
loss of approximately $5,010,000.  19 of
these securities account for $5,413,000 of the unrealized loss at December 31,
2009 offset by 27 of these securities with gains totaling $403,000.  13 of these private residential CMO holdings
with a remaining principal balance of $27,395,000 had credit ratings below
investment grade.  The Company continues
to perform extensive analyses on these securities as well as all whole loan
CMOs.  These investment securities
continue to demonstrate cash flows and credit support as expected and the
expected cash flows of the security discounted at the security’s implicit
interest rate are greater than the book value of the security, therefore
management does not consider these to be other than temporarily impaired.

4

The
unrealized losses associated with private residential CMOs are primarily driven
by higher projected collateral losses, wider credit spreads and changes in
interest rates.  The Company assesses for
credit impairment using a discounted cash flow model.  The key assumptions include home price
depreciation, default rates, severities, discount rates and prepayment
rates.  Management estimates losses to a
security by forecasting the underlying mortgage loans in each transaction.  The forecasted loan performance is used to
project cash flows to the various tranches in the structure.  Based upon management’s assessment of the
expected credit losses of the security given the performance of the underlying
collateral compared with our credit enhancement, we expect to recover the
entire amortized cost basis of these securities.

Investment
securities as of December 31, 2009 with credit ratings below investment
grade are summarized in the table below:

  CUSIP

  Description

  Current Book

  Value

  Market Value

  Unrealized

  (Loss) or

  Gain

  Rating

  Agency

  69337HBA8

  PHH ALT MTG TR
  2007-2 2A2

  $

  3,776,665

  $

  3,078,247

  $

  (698,418

  )

  CC

  Fitch

  761136AJ9

  RESIDENTIAL ASSET
  SECUR TR 2007-A1 A9

  3,588,256

  2,416,794

  (1,171,462

  )

  C

  Fitch

  02149FAD6

  COUNTRYWIDE ALT
  LN TR 2006-43CB 1A4

  1,277,408

  906,038

  (371,370

  )

  CC

  Fitch

  021460AB6

  COUNTRYWIDE ALT
  LN TR 2006-16CB A2

  558,960

  461,925

  (97,035

  )

  CC

  Fitch

  12668BPM9

  COUNTRYWIDE ALT
  LN TR 2006-4CB 1A1

  2,862,367

  2,581,766

  (280,601

  )

  CCC

  S&P

  32051GT70

  FIRST HORIZON ALT
  MTG SEC 2006-FA1 1A12

  3,021,095

  2,110,128

  (910,967

  )

  CC

  Fitch

  16162XAH0

  CHASE MTG FIN
  CORP 2006-S3 2A1

  376,418

  360,855

  (15,563

  )

  CC

  Fitch

  05948KF38

  BANC OF AMER ALT
  LN TR 2005-6 5A2

  849,306

  732,496

  (116,810

  )

  CCC

  Fitch

  36298NAV6

  GSR MTG LN TR
  2006-7F 3A5

  3,355,199

  2,786,447

  (568,752

  )

  CC

  Fitch

  126694G93

  COUNTRYWIDE HOME
  LNS 2006-J2 1A1

  3,234,905

  3,218,364

  (16,541

  )

  CCC

  Fitch & S&P

  05948KZM4

  BANC OF AMER ALT
  LN TR 2005-4 CB12

  234,394

  145,846

  (88,548

  )

  BB

  Fitch

  12668BPM9

  COUNTRYWIDE ALT
  LN TR 2006-4CB 1A1

  2,862,367

  2,581,766

  (280,601

  )

  CCC

  S&P

  05950FAC9

  BANC OF AMERICA
  FNDG CORP 2006-4 A3

  1,397,965

  1,528,781

  130,816

  CCC

  S&P

  TOTAL

  $

  27,395,305

  $

  22,909,455

  $

  (4,485,850

  )

All securities in the above table are private residential
collateralized mortgage obligations.

5

*  *
 *  *  *  *  *  *  *

The Company hereby
acknowledges that:

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

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

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

We
appreciate the Staff’s comments and request that the Staff contact the
undersigned at (559) 323-3420 (telephone) or dave.kinross@cvcb.com (email) with
any questions or comments regarding this letter.

Respectfully
submitted,

Central
Valley Community Bancorp

  By:

  /s/ David A. Kinross

  Senior Vice President and Chief Financial Officer

6

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

DIVISION OF
  CORPORATION FINANCE

February 18, 2010

Sent via U.S. Mail and facsimile to (559)323-3310
Daniel J. Doyle President and Chief Executive Officer Central Valley Community Bancorp 7100 North Financial Drive Fresno, CA 93720
RE: Central Valley Community Bancorp
Form 10-K for Fiscal Year Ended December 31, 2008
Filed March 19, 2009
Form 10-K/A for Central Valley Co mmunity Bancorp Escrow Fund for
the Transition Period from November 13, 2008 to December 31, 2008
Filed March 31, 2009
Form 10-Q for the Period Ended September 30, 2009
Filed November 13, 2009
File No. 000-31977
 Dear Mr. Doyle,
We have reviewed your letter filed on February 4, 2010 and have the following
comments.  Where indicated, we think you should revise your document 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 disclosures.  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 review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Daniel J. Doyle
Central Valley Community Bancorp
February 18, 2010 Page 2  Form 10-K for the year ended December 31, 2008

 Item 8. Financial Statements

 Note 19. Subsequent Event, page 103

1. We note your response to prior comment 3.  If true, please confirm that you will include this information in your future filing disclosures.  We also note your statement that you determined the discount rate of 7% was appropriate based on your risk profile.  Please tell us in more detail how you determined that discount rate was appropriate.  In your response, please also quantify the impact to both the fair value of the preferred stock and to your net income available to common shareholders if the discount rate used had been higher (e.g. 10%).
 Form 10-Q for the period ended September 30, 2009

 Item 1. Financial Statements

 Note 4. Investments, page 10

2. We note your response to prior comment 5, including your proposed disclosures, related to underwater collateralized mortgage obligations (CMO) securities.  Please tell us your methodology and assumptions used to determine that the 10 CMO securities that were underwater for greater than 12-months at September 30, 2009 were not other-than-temporarily impaired.  In your response, please specifically address the following items:

• Tell us whether you performed an expected cash flow analysis for each individual CMO security.

• If you did not perform an expected cash flow analysis, please tell us how
you quantitatively determined that the securities were not impaired.

• In your earnings release filed as Exhibit 99 to the Form 8-K filed on February 2, 2010 you disclose that you recorded an other-than-temporary impairment charge of $300,000 in the fourth quarter of 2009.  Please tell us which security this related to.

3. Considering the significant judgment required to determine if a security is other-than-temporarily-impaired and the focus users of financial statements have placed on this area, we believe comprehensive and detailed disclosure is required to meet the disclosure requirements in ASC 310-20-50 and Item 303 of Regulation S-K for your material loss exposure.  Therefore, please address the following

Daniel J. Doyle
Central Valley Community Bancorp February 18, 2010 Page 3
 regarding your CMOs that are in an unrealized-loss position greater than 12-months at period end:

• Revise your future filings to disclose the number and amount of CMOs for which the lowest credit rating was below investment grade.

• Revise your future filings to disclose each individual security with at least
one rating below investment grade.  Specifically, please disclose the following information as of the most recent period end: single-issuer or pooled, class, book value, fair value, unrealized gain/loss, and lowest credit rating assigned to the security.

• Revise your future filings to clearly disclose how you considered the below
investment grade credit rating for these securities in your conclusion that these securities are not other-than-temporarily-impaired, and that no portion of their unrealized losses were credit related.  Identify the factors that you believe caused the fair value of these securities to be significantly lower than cost.

* * * * * *
  Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revisions in future filings, provide a draft of your proposed disclosures and provide any requested information.  Please file your letter on EDGAR as correspondence.  Please understand that we may have additional comments after reviewing your responses to our comments.   In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Brittany Ebbertt, Staff Accountant, at (202) 551-3572 or me at
(202) 551-3494 if you have questions regarding our comments.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

February 4, 2010

VIA EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Mail
Stop 7010

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Kevin W. Vaughn, Accounting Branch Chief

RE:

Central Valley Community Bancorp (the “Company”)

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

Filed March 19,
2009

Form 10-K/A for Central Valley Community Bancorp Escrow
Fund for the Transition Period from November 13, 2008 to December 31,
2008

Filed March 31,
2008

Form 10-Q for the Period Ended September 30, 2009

Filed November 13,
2009

File No. 000-31977

Ladies
and Gentlemen:

This
letter is in response to your letter dated January 20, 2010 (the “Letter”)
setting forth comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) on our Annual Reports on Forms 10-K and
10-K/A filed on March 19, 2009 and March 31, 2009, respectively, and
on our Quarterly Report on Form 10-Q filed on November 13, 2009.  Our responses to the specific comments are set
forth below. For convenience, the comments from the Letter are stated in
italics prior to our responses.  Please
note that with respect to material requested in response to Question 6(d) of
the Letter, we are making a simultaneous request for confidential treatment and
provide the requested information separately.

Form 10-K for the year ended December 31, 2008

Item 7. Management’s Discussion and Analysis — Financial
Condition

Non-Performing Assets, page 43

1.              You disclose on page 43 that
approximately 63.3% of your loan portfolio consists of loans that are
collateralized by real estate.  Further
on page 44 you disclose that you measure impaired loans by using the fair
value of collateral if the loan is collateral dependent.  Please revise future interim and annual filings
to address the following items.  Please
provide us with your proposed disclosures.

a.              To the extent you use external appraisals
to fair value the underlying collateral for impaired loans, how and when you
obtain external appraisals and how this impacts your amount and timing of your quarterly
and annual periodic loan provisions(s) and charge-offs.

b.              The typical timing surrounding the
recognition of a collateral dependent loan as non-performing and impaired, when
you order and receive an appraisal, and the subsequent recognition of any
provision or related charge-off.  In this
regard, tell us if there have been any significant time lapses during this
process.

c.               Whether you have charged-off an amount
different from what was determined to be the fair value of the collateral as
presented in the appraisal for any period presented.  If so, please tell us the amount of the
difference and corresponding reasons for the difference, as applicable.

d.              If you don’t use external appraisals to
fair value the underlying collateral for impaired loans, please provide us with
a comprehensive response which discusses your process and procedures for
estimating the fair value of the collateral for these loans.

Response:

The
Company will revise its future filings with the Commission to include the
following disclosure in the Non-Performing Assets section of Management’s
Discussion and Analysis — Financial Condition:

We measure our impaired loans
by using the fair value of the collateral if the loan is collateral dependent
and the present value of the expected future cash flows discounted at the loan’s
effective interest rate if the loan is not collateral dependent.  For collateral dependent loans secured by
real estate, we obtain external appraisals which are updated at least annually to
determine the fair value of the collateral, and we record an immediate charge
off for the difference between the book value of the loan and the appraised
value of collateral.  We perform
quarterly internal reviews on substandard loans.  We place loans on non-accrual status and
classify them as impaired when a reasonable doubt exists as to the
collectability of interest and principal under the original contractual terms,
or when loans are delinquent 90 days or more unless the loan is both well
secured and in the process of collection.  Management maintains certain
loans that have been brought current by the borrower (less than 30 days
delinquent) on non-accrual status until such time as management has determined
that the loans are likely to remain current in future periods.

The
Company has not charged off an amount different from what was determined to be the fair value of the collateral as
presented in the appraisal for any period presented.  Also, the Company has not used methods other
than external appraisals to fair value the underlying collateral for impaired
loans.

Item 8. Financial Statements

Report of Independent Registered Public Accounting Firm, page 56

2.              We were unable to locate the signature of
your independent registered accounting firm on their audit opinion.  We did note, however, that you provided a
signed consent from your auditors as an exhibit.  Please revise future filings to properly evidence
the signature(s) of

2

the independent public accounting firm that issued its report on the
consolidated financial statements.
Please refer to Rule 302 of Regulation S-T.

Response:

The
signature of our independent registered accounting firm on their audit opinion
was inadvertently omitted and will be appropriately included in all future
filings with the Commission.

Note 19. Subsequent Event, page 103

3.              Please tell us and revise your future
filings to more clearly discuss the following regarding your issuance of
preferred stock and warrants to the U.S. Treasury:

a.              We note that you used the
Black-Scholes-Merton model to determine the relative fair value of the
Warrant.  Please identify the assumptions
used in this calculation.

b.              Further, please clearly identify the methodology
and assumptions used to calculate the relative fair value of the preferred
stock.  As part of this disclosure,
please quantify the discount rate used to value the preferred stock.

c.               Clearly identify the amounts you allocated
to the preferred stock and the warrant based on their relative fair valued,
respectively, and how you computed the amount of the discount on the preferred.

Response:

The
Company allocated the proceeds received from the U.S. Treasury between the Series A
Preferred Stock and the Warrant issued based on the estimated relative fair
values of each.  The fair value of the Series A
Preferred Stock was determined using a net present value calculation for
preferred stock.  The fair value of the
Warrant was estimated based on a Black-Scholes-Merton model.  The recorded investment in Series A
Preferred Stock was $6,540,000 and the fair value allocated to the Warrant was
$460,000.  The discount recorded on the Series A
Preferred Stock is equal to the fair value of the imbedded Warrant and will be
amortized using the level-yield method over five years.

The
following table identifies the amount of the proceeds allocated to the Series A
Preferred Stock and the Warrant based on their relative fair values.

  Series A

  Preferred Stock

  Warrant

  Total
  Fair

  Value

  Fair value per share

  $

  713.00

  $

  2.22

  Number of shares

  7,000

  158,133

  Fair Value

  $

  4,991,000

  $

  351,055

  $

  5,432,055

  Percent of total fair
  value

  93.43

  %

  6.57

  %

  Allocation of $7,000,000
  proceeds based on percent of total fair value

  $

  6,540,000

  $

  460,000

3

The
Company calculated the fair value of the Series A Preferred Stock using a
net present value calculation for preferred stock with a five year call option,
with an annual dividend rate of 5.0% and a 7.0% discount rate.  Management determined the discount rate of
7.0% was appropriate based on the Company’s risk profile.

The
Company based the fair value of the Warrant granted using a
Black-Scholes-Merton pricing model that uses assumptions based on estimated
expected life, expected stock volatility and a discount rate based on a
risk-free interest rate.  Stock
volatility is based on the historical volatility of the Company’s stock.  The risk-free rate is based on the U. S.
Treasury yield curve for the periods within the contractual life of the Warrant
in effect at the time of grant.  The fair
value of the Warrant was estimated on the date of grant using: i) dividend
yield of 0.10%; ii) expected volatility of 32.13%; iii) 1.52% risk-free
interest rate; and iv) expected term of six and one half years.

Form 10-K/A for the transition period from November 13, 2008
to December 31, 2008 filed on March 31, 2009

4.              Please tell us how you determined it was
appropriate and necessary to file information related to the Central Valley
Community Bancorp Escrow Fund on a Form 10-K/A.  Please reference the specific filing rule or
regulation you used to support your decision.
In your response, please address how you determined it was appropriate
to file this Form 10-K/A under the same file number registered to Central
Valley Community Bancorp.

Response:

In connection with the
registration statement No. 333-152151 on Form S-4 (“Registration
Statement”) relating to the merger of the Company and Service 1st Bancorp (“Service
1st”), the Company made disclosures relating to an escrow fund (the “Escrow
Fund”) that was created for the benefit of former shareholders of Service 1st.  The Escrow Fund was created to address the
uncertain economic consequences of a litigation issue that arose after the
merger of the Company and Service 1st had been
negotiated and approved by the boards of both companies.

The Company and SEC Staff
conducted discussions and correspondence respecting the precedents for dealing
with the Escrow Fund under the Securities Act of 1933.  Immediately prior to the declaration of
effectiveness of the registration statement, the Company made the following
undertaking to the SEC:

For
each former shareholder of Service 1st who receives
merger consideration in the merger (“Former Shareholders”), including the right
to receive the balance, if any, in the Escrow Fund upon the termination of the
Escrow Fund, the Company will:

(1)                      include in the Company’s
annual reports filed with the Commission under cover of Form 10-K a report
at the end of each year, disclosure showing the assets and liabilities of the
Escrow Fund at the end of each calendar year and the receipts and disbursements
of the Escrow Fund for the period (the “fund

4

reporting”).
The fund reporting will also describe the changes in the Escrow Fund’s assets
during the reporting period and the actions taken by the Escrow Agent during
the period with respect to the Escrow Fund. The financial statements contained
in the fund reporting will be prepared in accordance with generally accepted
accounting principles; however, it is not contemplated that the financial
statements will be audited by independent public accountants;

(2)                      file with the Commission a
report under cover of Form 8-K whenever a material event relating to the
Escrow Fund’s assets has occurred; and

(3)                      mail a copy of each such
report to the Former Shareholders at their addresses as shown in the Company’s
records at the time such report on Form 10-K or Form 8-K is filed
with the Commission.

The
Company acknowledges that the fund reporting, including the financial reporting
component of the fund reporting, will be covered by the CEO and CFO
certifications contained in the report on Form 10-K.

A copy of the correspondence
including that undertaking is available on the SEC EDGAR website at the
following location: http://www.sec.gov/Archives/edgar/data/1127371/000110465908057334/filename1.htm.

Because the EDGAR system prevented the Company from
making a separate filing on Form 10-K for the Escrow Fund, the Company
used the file number registered to the Company and filed the Escrow Fund report
on Form 10-K as an amendment to the Company’s filings in order to meet the
obligations under this undertaking.

Pursuant to additional discussions with SEC Staff
since the date of the Letter, the Company hereby amends the earlier undertaking
so that the annual “fund reporting” will henceforth be disclosed pursuant to
Item 8.01 of Form 8-K, and shall consist of such information as the Company
determines to be material to the Former Shareholders.  The Company will continue to file with the
Commission a report under cover of Form 8-K whenever a material event relating
to the Escrow Fund’s assets has occurred, and mail a copy of each such report
to the Former Shareholders at their addresses as shown in the Company’s records
at the time such report on Form 8-K is filed.

Form 10-Q for the period ended September 30, 2009

Item 1. Financial Statements

Note 4. Investments, page 10

5.              We note you adopted FSP FAS 115-2 effective January 1,
2009.  We also note your disclosure on page 11
that states you have the “ability and intent to hold” your underwater debt
securities until market recovery or maturity.
Please revise future interim and annual filings to assert that you do
not intend to sell and it is more likely than not that you will [not] be
required to sell underwater debt securities, as required by ASC 320-10-50.

Response:

The
Company will include the following disclosure in its future filings with the
Commission:

Management does not intend to
sell, and it is more likely than not that it will not be required to sell
underwater debt securities until recovery of fair value,
which may be maturity, and believes it will be able to collect all amounts due
according to the contractual terms for all of the underlying investment
securities.

5

6.              We note a majority of your unrealized losses
greater than 12 months on available-for-sale securities and held-to-maturity
securities related to “other securities” and “other debt securities,”
respectively.  We also note your
disclosure on page 11 related to “whole loan CMO holdings.”  Please address the following:

a.              We note the disclosure on page 80 of
your Form 10-K that other securities include residential MBS debt
securities, corporate debt securities and marketable equity securities at December 31,
2008.  We did not notice a similar
disclosure in your September 30, 2009 Form 10-Q.  Please tell us and revise future filings to
disclose specifically what types of securities are included in “other” for both
your available-for-sale and held-to-maturity securities.  Further, please consider disaggregating this
line item to more appropriately reflect the various type(s) of securities
included.  At a minimum, please
separately present information related to any marketable equity securities you
hold for each period presented.

b.              On page 23, you disclose that “In an
effort to increase yields, without accepting unreasonable risk, a significant
portion of the investment portfolio is in high quality mortgage-backed securities
(MBS) and collateralized mortgage obligations (CMOs).”  Your disclosure on page 11 related to
CMO holdings appears to indicate that you have a significant unrealized loss
related to these securities as of September 30, 2009.  Please tell us and revise your investment
footnote in future filings to more clearly describe the types of CMO securities
you hold.  Please indicate in both your
tabular and narrative investment disclosures those CMO securities that are
backed by U.S. Government agencies and those that are backed by other
non-government issuers.

c.               Please tell us and revise future filings to
disclose the number of CMO holdings which have been in an unrealized loss
position for 12 months or more as of September 30, 2009, differentiating
between those classified as available-for-sale and those clas

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

DIVISION OF
  CORPORATION FINANCE

January 20, 2010

Sent via U.S. Mail and facsimile to (559)323-3310
Daniel J. Doyle President and Chief Executive Officer Central Valley Community Bancorp 7100 North Financial Drive Fresno, CA 93720
RE: Central Valley Community Bancorp
Form 10-K for Fiscal Year Ended December 31, 2008
Filed March 19, 2009
Form 10-K/A for Central Valley Co mmunity Bancorp Escrow Fund for
the Transition Period from November 13, 2008 to December 31, 2008
Filed March 31, 2009
Form 10-Q for the Period Ended September 30, 2009
Filed November 13, 2009
File No. 000-31977
 Dear Mr. Doyle,
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document 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 disclosures.  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 review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Daniel J. Doyle
Central Valley Community Bancorp
January 20, 2010 Page 2  Form 10-K for the year ended December 31, 2008

 Item 7. Management’s Discussion and Analysis – Financial Condition

 Non-Performing Assets, page 43

 1. You disclose on page 43 that approximately 63.3% of your loan portfolio consists of loans that are collateralized by real estate.  Further, on page 44 you disclose that you measure impaired loans by using the fair value of collateral if the loan is collateral dependent.  Please revise future interim and annual filings to address the following items.  Please provide us with your proposed disclosures.  a. To the extent you use external appraisals to fair value the underlying collateral for impaired loans, how and when you obtain external appraisals and how this impacts your amount and timing of your quarterly and annual periodic loan provision(s) and charge-offs.
 b. The typical timing surrounding the recognition of a collateral dependent loan as non-performing and impaired, when you order and receive an appraisal, and the subsequent recognition of any provision or related charge-off.  In this regard, tell us if there have been any significant time lapses during this process.
 c. Whether you have charged-off an amount different from what was determined
to be the fair value of the collateral as presented in the appraisal for any period presented.  If so, please tell us the amount of the difference and corresponding reasons for the difference, as applicable.
 d. If you do not use external appraisals to fair value the underlying collateral for impaired loans, please provide us with a comprehensive response which discusses your process and procedures for estimating the fair value of the collateral for these loans.

Item 8. Financial Statements

Report of Independent Registered Public Accounting Firm, page 56
 2. We were unable to locate the signature of your independent registered accounting firm on their audit opinion.  We did note, however, that you provided a signed consent from your auditors as an exhibit.  Please revise future filings to properly evidence the signature(s) of the independent public accounting firm that issued its report on the consolidated financial statements.  Please refer to Rule 302 of Regulation S-T.

Daniel J. Doyle
Central Valley Community Bancorp
January 20, 2010 Page 3   Note 19. Subsequent Event, page 103

 3. Please tell us and revise your future filings to more clearly discuss the following regarding your issuance of preferred stock and warrants to the U.S. Treasury:

a. We note that you used the Black-Scholes-Merton model to determine the relative fair value of the Warrant.  Please identify the assumptions used in this calculation.
 b. Further, please clearly identify the methodology and assumptions used to calculate the relative fair value of the preferred stock.  As part of this disclosure, please quantify the discount rate used to value the preferred stock.

c. Clearly identify the amounts you allocated to the preferred stock and the warrant based on their relative fair values, respectively, and how you computed the amount of the discount on the preferred.

Form 10-K/A for the transition period from November 13, 2008 to December 31, 2008
filed on March 31, 2009
 4. Please tell us how you determined it was appropriate and necessary to file information related to the Central Valley Community Bancorp Escrow Fund on a Form 10-K/A.  Please reference the specific filing rule or regulation you used to support your decision.  In your response, please address how you determined it was appropriate to file this Form 10-K/A under the same file number registered to Central Valley Community Bancorp.

Form 10-Q for the period ended September 30, 2009

Item 1. Financial Statements
 Note 4. Investments, page 10

 5. We note you adopted FSP FAS 115-2 effective January 1, 2009.  We also note your disclosure on page 11 that states you have the “ability and intent to hold” your underwater debt securities until market recovery or maturity.  Please revise future interim and annual filings to assert that you do not intent to sell and it is more likely than not that you will be required to sell underwater debt securities, as required by ASC 320-10-50.

6. We note a majority of your unrealized losses greater than 12-months on available-for-sale securities and held-to-maturity securities related to “other securities” and

Daniel J. Doyle
Central Valley Community Bancorp
January 20, 2010 Page 4
“other debt securities”, respectively.  We also note your disclosure on page 11 related to “whole loan CMO holdings.”  Please address the following:

a. We note the disclosure on page 80 of your Form 10-K that other securities include residential MBS debt securities, corporate debt securities and marketable equity securities at December 31, 2008.  We did not notice a similar disclosure in your September 30, 2009 Form 10-Q.  Please tell us and revise future filings to disclose specifically what types of securities are included in “other” for both your available-for-sale and held-to-maturity securities.  Further, please consider disaggregating this line item to more appropriately reflect the various type(s) of securities included.  At a minimum, please separately present information related to any marketable equity securities you hold for each period presented.
 b. On page 23, you disclose that “In an effort to increase yields, without accepting unreasonable risk, a significant portion of the investment portfolio is in high quality mortgage-backed securities (MBS) and collateralized mortgage obligations (CMOs).”  Your disclosure on page 11 related to CMO holdings appears to indicate that you have a significant unrealized loss related to these securities as of September 30, 2009.  Please tell us and revise your investment footnote in future filings to more clearly describe the types of CMO securities you hold.  Please indicate in both your tabular and narrative investment disclosures those CMO securities that are backed by U.S. Government agencies and those that are backed by other non-government issuers.
 c. Please tell us and revise future filings to disclose the number of CMO holdings which have been in an unrealized loss position for 12-months or more as of September 30, 2009, differentiating between those classified as available-for-sale and those classified as held-to-maturity, and those issued by the U.S. Government and those issued by other non-government entities.

d. Please provide us with a detailed list of each of your CMO holdings included in “c” above which are issued by non-government agencies, including for each security the name of the issuer, the tranche and the credit rating.

* * * * * *
  Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revisions in future filings, provide a draft of your proposed disclosures and provide any requested information.

Daniel J. Doyle
Central Valley Community Bancorp January 20, 2010 Page 5
 Please file your letter on EDGAR as correspondence.  Please understand that we may have additional comments after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Brittany Ebbertt, Staff Accountant, at (202) 551-3572 or me at
(202) 551-3494 if you have questions regarding our comments.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

Mail Stop 4561     August 27, 2008   Daniel J. Doyle President and Chief Executive Officer Central Valley Community Bancorp 7100 N. Financial Drive, Suite 101 Fresno, CA 93720
Re: Central Valley Community Bancorp
Amendment No. 1 to the Registration Statement on Form S-4
Filed August 22, 2008
  File No. 333-152151

Dear Mr. Doyle:

We have reviewed your amended filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form S-4/A

General
 1. Please advise us how you determined that the Service 1st shareholders’ rights in the litigation reserve are not securities and do not need to be registered under the Securities Act of 1933.

Calculation of Registration Fee

2. The proposed maximum offer price per share is not applicable.  Please revise the fee table accordingly.  Please also state in footnote 3 what the average of the high and low sales prices on August 21, 2008 was for Service 1st Bancorp common stock.
 Prospectus Cover Page

 3. Please refer to prior comment 4 from our letter dated July 28, 2008.  Although the reference to the “Risk Factors” section now includes the page number, the reference itself

Daniel J. Doyle
President and Chief Executive Officer Central Valley Community Bancorp
Page 2
must be highlighted by prominent type or similar manner.  Refer to Item 501(b)(5) of Regulation S-K.
 4. Refer to prior comment 5.  Please revise the legend so as to comply with Item 501(b)(10) of Regulation S-K.
 Shareholder Proposals, page 91

 5. Refer to prior comment 25.  Please revise to include the information required by Rule 14a-5(e) under the Securities Exchange Act of 1934 for both Central Valley and Service 1st.  Specific dates should be provided.
 Exhibits

 6. We may have comments with respect to the legality opinion.  Therefore, please file it as soon as possible.
   *  *  *  *  *
As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting pursuan t 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

Daniel J. Doyle
President and Chief Executive Officer Central Valley Community Bancorp Page 3   ‚ 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.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
 Please contact Matt McNair, Staff Attorne y, at (202) 551-3583 or me at (202) 551-3434
with any questions.

     S i n c e r e l y ,          Michael R. Clampitt
Senior Attorney
 cc: By fax (916) 444-2100
Bruce F. Dravis, Esq.
 James K. Dyer, Jr., Esq.  Downey Brand LLP

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[CENTRAL VALLEY COMMUNITY BANCORP LETTERHEAD]

September 8, 2008

United States Securities

and Exchange Commission

Division of Corporation Finance

Attn: Matt McNair MS 4561

100 F Street, N.E.

Washington, DC 20549

Re: File No. 333-152151

Dear Mr. McNair:

Central Valley Community Bancorp (the “Company”)
has filed its pre-effective Amendment No. 3 (the “Amendment”) to its
registration statement No. 333-152151 on Form S-4 (“Registration
Statement”) relating to the merger of the Company and Service 1st Bancorp
(“Service 1st”) to reflect approval on September 5, 2008 by the FDIC
of the merger.

The Company hereby requests the acceleration
of the effectiveness of the Registration Statement to September 9, 2008,
or as soon thereafter as is practical, following your review of the Amendment.

The Company is aware that a written request
for acceleration of the effective date of the registration statement is
regarded by the Staff and the Commission as confirmation of the fact that those
requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offering of the securities specified in the above
registration statement.

Very truly yours,

David Kinross,

Chief Financial Officer

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[CENTRAL VALLEY COMMUNITY BANCORP LETTERHEAD]

September 5, 2008

United States Securities

and Exchange Commission

Division of Corporation Finance

Attn: Matt McNair MS 4561

100 F Street, N.E.

Washington, DC 20549

Re: File No. 333-152151

Dear Mr. McNair:

Central Valley Community Bancorp (the “Company”)
will file its pre-effective Amendment No. 3 (the “Amendment”) to its
registration statement No. 333-152151 on Form S-4 (“Registration
Statement”) relating to the merger of the Company and Service 1st Bancorp
(“Service 1st”) to reflect approval on September 5, 2008 by the FDIC
of the merger.

The Company hereby requests the acceleration
of the effectiveness of the Registration Statement to September 8, 2008,
or as soon thereafter as is practical, following your review of the Amendment.

The Company is aware that a written request
for acceleration of the effective date of the registration statement is
regarded by the Staff and the Commission as confirmation of the fact that those
requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offering of the securities specified in the above
registration statement.

Very truly yours,

David Kinross,

Chief Financial Officer

CORRESP
1
filename1.htm

[CENTRAL
VALLEY COMMUNITY BANCORP LETTERHEAD]

September 5,
2008

United States Securities

and Exchange Commission

Division of Corporation
Finance

Attn: Matt McNair  MS 4561

100 F Street, N.E.

Washington, DC 20549

Re:                               File
No. 333-152151

Dear Mr. McNair:

Central
Valley Community Bancorp (the “Company”), in connection with its registration
statement No. 333-152151 on Form S-4 (“Registration Statement”)
relating to the merger of the Company and Service 1st Bancorp (“Service
1st”), hereby undertakes the following with respect to the Escrow
Fund (as described in the Registration Statement):

For
each former shareholder of Service 1st who receives merger
consideration in the merger (“Former Shareholders”), including the right to
receive the balance, if any, in the Escrow Fund upon the termination of the
Escrow Fund, the Company will cause the Escrow Agent to:

(1) file annual
reports under cover of Form 10-K a report at the end of each year in a
form and on a basis consistent with the those of other liquidating trusts for
which the Securities and Exchange Commission staff has previously provided no
action guidance.  It is expected that
such annual reports will be made using the Company’s file number and will
include disclosure showing the assets and liabilities of the Escrow Fund at the
end of each calendar year and the receipts and disbursements of the Escrow Fund
for the period (the “fund reporting”). The fund reporting will also describe
the changes in the Escrow Fund’s assets during the reporting period and the
actions taken by the Escrow Agent during the period with respect to the Escrow
Fund. The financial statements contained in the fund reporting will be prepared
in accordance with generally accepted accounting principles; however, it is not
contemplated that the financial statements will be audited by independent
public accountants.  Such reports will
include certifications equivalent to those provided by a chief executive
officer and chief financial officer in connection with filings on Form 10-K;

(2)  file with the
Commission a report under cover of Form 8-K whenever a material event
relating to the Escrow Fund’s assets has occurred; and

(3)   mail a copy of each such report to the Former
Shareholders at their addresses as shown in the Company’s records at the time
such report on Form 10-K or Form 8-K is filed with the Commission

Finally, the Company represents to the Commission that neither it nor
the Escrow Agent will facilitate or encourage trading by any Former Shareholder
in the right to receive the balance of the Escrow Fund.

Very truly yours,

David Kinross,

Chief Financial Officer

2

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[Downey Brand LLP letterhead]

September 5,
2008

United States Securities

and Exchange Commission

Division of Corporation
Finance

Attn: Matt McNair  MS 4561

100 F Street, N.E.

Washington, DC 20549

Re:                               File No. 333-152151

Ladies
and Gentlemen:

Central Valley Community Bancorp (the “Registrant”)
has filed  registration statement No. 333-152151
on Form S-4 (“Registration Statement”) relating to the merger of the
Registrant and Service 1st Bancorp (“Service 1st”).

Under the merger agreement, Registrant shall pay
merger consideration to shareholders of Service 1st  consisting of 0.681818 of a share of
Registrant common stock (the “Share Consideration”) and cash for each share of
Service 1st common stock.
Additionally under the merger agreement, immediately prior to the
merger, Service 1st shall redeem each of its outstanding stock
options in exchange for a payment equal to the amount by which the value of the
per share merger consideration exceeds the exercise price under each stock
option.  A portion of the amount payable
to the shareholders and option holders of Service 1st (collectively,
“Former Shareholders”) shall be deposited into an escrow account (the “Escrow
Fund”) to indemnify litigation and credit-related costs in connection with a
loan participation agreement dispute.
Upon resolution of the dispute, the Former Shareholders would receive
the balance, if any, in the Escrow Fund, as described in the Registration
Statement.

You have asked us whether the right of Former
Shareholders to receive the escrow balance upon resolution of the dispute
constitutes a security that requires registration under the Securities Act of
1933 (“1933 Act”).

Based upon the reasoning, and subject to the
qualifications and exceptions, set forth herein we are of the opinion that the right
of Former Shareholders to receive the escrow balance upon resolution of the
dispute does not constitute a security that requires registration under the
1933 Act.

Background to the Transaction and Escrow Fund

As disclosed in the Registration Statement, during
the period in which the parties were negotiating the terms of the merger
agreement, but prior to the time the merger agreement was finalized, Service 1st
was made party to litigation arising from a loan in which Service 1st
Bank (“Service 1st Bank”), the wholly owned subsidiary of Service 1st,
held a $4,000,000 loan participation.

The parties negotiated a $3,500,000 hold back from the
cash merger consideration that was otherwise intended to be immediately payable
to the Former Shareholders, with the $3,500,000 to be placed in the Escrow Fund
pending the resolution of the litigation.

The Escrow Fund will be used, if necessary, to
indemnify Registrant and its wholly owned subsidiary, Central Valley Community
Bank, from all losses and liabilities that are caused by or arise from or in
connection with: (i) the loan participation agreement between Service 1st
Bancorp and First Bank, dated January 3, 2006 (the “Loan Participation
Agreement”); (ii) the loan covered by the Loan Participation Agreement;
and/or (iii) the complaint entitled Regent Hotel, LLC v. First Bank et al.
filed in Superior Court of California, County of Sacramento, Case Number
34-2008-00009879 (the “Regent Litigation”) (collectively, the “Identifiable
Costs”).  Plaintiff Regent Hotel LLC, a
California limited liability company and subsidiary of Regent Development, Inc.,
a California corporation, filed the Regent Litigation naming as defendants,
First Bank in its capacity as the lead bank in a loan participation and East West
Bank and Service 1st Bank in their capacities as loan participant banks.  The plaintiff claims that First Bank refused
to fund a construction loan draw request and that East West Bank and Service
1st Bank interfered in the relationship between the plaintiff and First Bank
which affected the decision by First Bank not to fund the draw request.  Service 1st Bank is a participant to the
extent of a 9.915 percentage share equal to $4,000,000 in First Bank’s
$40,342,000 construction loan to the plaintiff.
Plaintiff’s prayer for damages includes general, consequential and
incidental damages according to proof in an amount in excess of $10 million,
punitive damages, pre-judgment interest, costs of suit including reasonable
attorneys fees and such other relief as the Court deems just and proper.

As disclosed in the Registration Statement, the $3,500,000
of cash to be placed in the Escrow Fund was a figure arrived at by negotiation
of the parties. It is possible that no portion of the cash deposited into the
Escrow Fund will ever be distributed to the Service 1st Bancorp shareholders.

As a result of the creation of the Escrow Fund, the cash
portion of the merger consideration otherwise immediately payable to the former
shareholders was reduced from the originally negotiated amount of approximately
$2.50 per share, to approximately $1.17 per share (the “Immediately Payable
Cash”), with approximately $1.33 per share allocated to the Escrow Fund.

Registrant would, as a result of the merger, have the
obligation to pay the pro rata share of the Regent Litigation legal expenses of
the lead bank under certain circumstances under the loan participation
agreement.  It is highly probable that at
least some part of this legal expense payment obligation will come out of the Escrow
Fund, and, as such, an amount less than $1.33 per share will be distributed to
the Former Shareholders upon the termination of the Escrow Fund.

The Registration Statement discloses that the
parties expect that Service 1st shareholders will be taxed on the fair market
value of future distributions of the approximately $1.33 per share of merger
consideration that is deposited into the Escrow Fund, notwithstanding that the
full value, or even any portion, of the Escrow Fund may not be distributed during

calendar 2008 or at all; that Service 1st
shareholders would bear tax on cash that they did not receive during calendar
2008 and may never receive; and that whether a Service 1st
shareholder receives a distribution from the Escrow Fund, and the timing of any
such distribution, will depend upon the outcome of the litigation the Escrow
Fund was created to address.

Operation of Escrow Fund and Right to Receive Cash from Escrow Fund

Registrant and one or more representatives of the
Former Shareholders will appoint a bank or trust company to administer the
Escrow Fund in accordance with the terms of an escrow agreement signed among
the parties.

Disbursements from the Escrow Fund will be made for
the purposes of paying the Identifiable Costs incurred by Registrant.  The representative of the Former Shareholders
will have the right to monitor and dispute disbursements from the Escrow Fund.

Other than the indemnification purposes set out
above, the Escrow Fund has no other purpose, nor will it be used for any
ongoing trade or business.

The Escrow Fund will terminate upon the later of (a) the
date upon which the Regent Litigation is resolved completely by written
settlement agreement or judgment, and all appeals have been finally decided
and/or all applicable time periods for appeals have expired, and (b) either
(i) the date upon which all amounts owed under the Loan Participation
Agreement are irrevocably received by Central Valley Community Bank (as
successor to Service 1st Bank by virtue of the merger) or (ii) the date
that is six (6) months immediately following any revision to the loan by
written agreement between the parties provided that all required payments are
made by the borrower during such six (6)-month period.

Upon termination of the Escrow Fund, the remaining
funds (“Escrow Remainder”) will be proportionately distributed from the Escrow
Fund to the Former Shareholders (other than those who perfected dissenters
rights) as a part of the consideration in the merger.

The per share allocation of cash to the Escrow Fund
from what was originally contemplated to be merger consideration is made pro
rata among the Former Shareholders.
Likewise, distribution of the Escrow Remainder, if any, will be made
only to the Former Shareholders and will be made pro rata based on their former
share and option holdings.

No form or certificate will be used to represent the
right to receive the Escrow Remainder.
The right to receive the Escrow Remainder will not be transferable,
although the parties expect that the right would be transferable by operation
of law or by will.

The right of Former Shareholders to receive the
Escrow Remainder does not carry voting or dividend rights, and does not bear a
stated rate of interest.

The right of Former Shareholders to receive the
Escrow Remainder does not represent an equity interest in Registrant, Central
Valley Community Bank, or any other entity.

Neither the cash initially placed in the Escrow
Fund, nor any interim balance in the Escrow Fund, nor the amount, if any, of
the Escrow Remainder, will depend upon or be affected by the operating results
of Registrant, Central Valley Community Bank, or any other entity.

Registrant has undertaken to provide annual reports
to Former Shareholders showing assets and disbursements of the Escrow Fund,
prepared in accordance with generally accepted accounting principles, together
with a summary of the actions taken by the escrow agent during the year.

Reasoning Supporting the Opinion Presented

We have reviewed no action positions of the Staff in
connection with similar questions that have arisen in connection with
contingent payments resulting from merger transactions, focusing in particular
on the no action letters relating to a liquidating trust in Marriot Residence
Inn II Limited Partnership (May 8, 2002), and the cash escrows established
in connection with a merger in Essex Communications Corp. (June 28, 1988),
as well as no action letters cited therein.
We have reviewed additional no action letters relating to liquidating
trusts, and conducted searches for no action letters or other precedents
relating to cash escrows reserved for litigation, indemnity or other unresolved
issues at the time of a transaction.

We have also reviewed the merger agreement, the
escrow agreement, the Registration Statement, and the undertakings of the
Registrant supplied to the SEC with respect to the Escrow Fund.

We have also reviewed statutory and case law
rationales under which the right of Former Shareholders to receive the Escrow
Remainder might be deemed to be a “security” or an “investment contract.”

The right to receive the Escrow Remainder does not
fall within any of the specified instruments identified as a “security” as
defined in Section 2(a)(1) of the 1933 Act, nor, more broadly, does
it fall within the plain language or intended meaning of the 1933 Act:

“(a) Definitions

“When used in this title, unless
the context otherwise requires—

“(1)         The term “security” means a any note,
stock, treasury stock, security future, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, preorganization certificate or
subscription, transferable share, investment contract, voting-trust
certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas, or other mineral rights, any put, call, straddle, option,
or privilege on any security, certificate of deposit, or group or index of
securities (including any interest therein or based on the value thereof), or
any put, call, straddle, option, or privilege entered into on a national
securities exchange relating to foreign currency, or, in general, any interest
or instrument commonly known as a “security”, or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing.”  (emphasis added)

The right to receive the Escrow Remainder represents
the right of the Former Shareholders to receive whatever is left of a portion
of the merger consideration that would otherwise have been payable to the
Former Shareholders, had formation of the

Escrow Fund not been triggered by the Regent
Litigation. It is not “indebtedness,” as there will be no obligation to pay
Former Shareholders any amount from the Escrow Fund if nothing remains in the
Escrow Fund at its termination.

The right to receive the Escrow Remainder does not
fall within “the ordinary concept of a security” as articulated in  Marine Bank v. Weaver, 455 U.S. 551 (1982).  While Marine Bank noted that while the
definition of a “security” is broad,  the
test for whether a security exists requires examination of the  “character the instrument is given in commerce
by the terms of the offer, the plan of distribution, and the economic inducements
held out to the prospect,’“ Id. at 556, concluding with the observation that “The
broad statutory definition is preceded, however, by the statement that the
terms mentioned are not to be considered securities if “the context otherwise
requires . . . .”  Id. at 556, 557.

Clearly, the context here requires that the right to
receive the Escrow Remainder be treated otherwise than as a security.  The Escrow Fund exists as a risk allocation
mechanism between the parties, to prevent the Former Shareholders from
receiving nothing if the litigation is resolved for less than $3,500,000, while
preventing the Registrant and its shareholders from having to choose between
bearing all $4,000,000 of the litigation risk or foregoing the merger.

Moreover, the Former Shareholders have no
expectation of receiving any particular amount, or any amount, from the Escrow
Fund.  No stated rate of return accrues
with respect to the Escrow Fund or the Escrow Remainder. There are no voting or
dividend rights attached to the Escrow Remainder. The Escrow Remainder does not
depend upon, nor is it based upon or connect to, the success or failure of the
ongoing business of Registrant.

Accordingly, the right to receive the Escrow
Remainder is not an “investment contract”, as described in SEC v. W.J. Howey
Co. (328 U.S. 293 (1946).  The right of
the Former Shareholders to receive, at the end of the Escrow Fund, whatever the
Escrow Remainder is does not represent a “reasonable expectation of profits to
be derived from the entrepreneurial efforts of others.” United Housing
Foundation v. Forman, 421 U.S. 837, 852 (1975).

Accordingly, the right of the Former Shareholders to
receive the Escrow Remainder would not represent a security.

Finally, we note that in a review of the no action
letters relating to liquidating trusts or escrow funds, the circumstances most
often relate to formations of a trust or escrow in which assets other than cash
are being held, such as real estate or other assets that are being offered for
sale upon winding up of an entity.   In
some instances there are combinations of assets and cash being held in trust,
and we could identify only a small subset of those instances in which there was
a cash escrow being held as a reserve in a transaction to resolve litigation or
other contingencies.  See, e.g., Essex
Communications Corp. (June 28, 1988), Quanex Corporation (July 28,
1989), Celina Financial Corporation (February 19, 1993), and JMB Income
Properties, Ltd.-XIII (May 13, 1999) (“JMB”).

The Registrant has made undertakings to provide the
Former Shareholders with financial and status reports relating to the Escrow
Fund similar to those described in JMB.

In all other respects, the right of Former
Shareholders  to receive the Escrow
Remainder resulting from the merger has the attributes that are consistent with
the factors enumerated in the no action letters relating to liquidating trusts
and escrows (including the grant of rights pro rata; the lack of transferability;
the lack of voting or dividend rights or stated rate of interest; the fact th

CORRESP
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  [CENTRAL VALLEY COMMUNITY BANCORP LETTERHEAD]

September 3,
2008

United
States Securities

and Exchange Commission

Division of Corporation Finance

Attn: Matt McNair MS 4561

100 F Street, N.E.

Washington, DC 20549

Re:
File No. 333-152151

Dear
Mr. McNair:

Central
Valley Community Bancorp (the "Company") has filed its pre-effective Amendment No. 2 (the "Amendment") to its registration statement No. 333-152151 on
Form S-4 ("Registration Statement") relating to the merger of the Company and Service 1st Bancorp ("Service 1st").

The
Company hereby requests the acceleration of the effectiveness of the Registration Statement to September 3, 2008, or as soon thereafter as is practical, following your review of the
Amendment.

The
Company is aware that a written request for acceleration of the effective date of the registration statement is regarded by the Staff and the Commission as confirmation of the fact that those
requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the
securities specified in the above registration statement.

Very
truly yours,

David
Kinross,

Chief Financial Officer

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[CENTRAL VALLEY COMMUNITY BANCORP LETTERHEAD]

Mail Stop 4561
July 28, 2008
By U.S. Mail and Facsimile to: (916) 444-2100

Daniel J. Doyle President and Chief Executive Officer Central Valley Community Bancorp 7100 N. Financial Drive, Suite 101 Fresno, CA 93720
Re: Central Valley Community Bancorp
Registration Statement on Form S-4 Filed July 3, 2008
  File No. 333-152151

Dear Mr. Doyle:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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 filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form S-4

 General

 1. We note that part of the consideratio n payable to stockholders of Service 1
st
Bancorp is contingent on the occurrence of certain events and will be placed in an escrow account.  Please revise throughout th e prospectus to state the consideration
in terms of the lowest amount that is assu red to be issued and paid.  Disclosure
may be included that there is a possibi lity of an increase in the stated
consideration if amounts rema in in the escrow account after the occurrence of

Daniel J. Doyle
Central Valley Community Bancorp
July 28, 2008 Page 2

certain events.

Cover Page of Registration Statement

 2. Please revise the cover page of the re gistration statement to indicate by check
mark whether the company is a large accele rated filer, an accelerated filer, a non-
accelerated filer, or a sma ller reporting company.
 3. We note that you have calculated the pr oposed maximum aggregate offering price
and the amount of the registration fee ba sed on the average of the high and low
sales prices for the company’s common stock in reliance on Rule 457(f)(1) under the Securities Act of 1933.  However, Rule  457(f)(1) provides that the registration
fee should be based on the market value of  the securities to be received by the
registrant in the transaction.  Please revi se the registration fee table accordingly.
Refer to Rule 457(f)(1) and (3) under the Securities Act.
 Cover Page of Prospectus

 4. Please highlight the cross-reference to the “Risk Factors” section by prominent
type or in another manner.  Refer to Item 501(b)(5) of Regulation S-K.
 5. Please confirm that the company will not use the prospectus before the effective
date of the registration statement, or, in th e alternative, please revise to include an
appropriate “subject to comp letion” legend on the cover pa ge of the prospectus.
Refer to Item 501(b)(10) of Regulation S-K.
 References to Additional Information, page i

 6. Please highlight by print type or otherwise the statements which specify the dates by which security holders must request the information that is not delivered with
the prospectus.  Refer to Item 2 of Form S-4.
 Summary

 General

 7. Please revise to include the comparative ma rket value disclosure  required by Item
3(g) of Form S-4.
 Treatment of Service 1
st Bancorp Common Stock Options, page 8
 8. Noting the use of the previously undefined term “Per Share Merger Consideration” on page 8, please revise to define such term at its first use.  Please also revise to disclose (i) how the Per Share Merger Consideration will be

Daniel J. Doyle
Central Valley Community Bancorp
July 28, 2008 Page 3

calculated for purposes of cashing out th e options given that part of such
calculation is tied to the common stock com ponent of the transaction and (ii) what
portion of the option purchase price will be paid into and subject to the Escrow
Fund.
 Directors and Executive Management  Following the Merger, page 9

 9. Noting your discussion of the treatm ent of executives of Service 1
st Bancorp in
connection with the merger, please pr ovide a discussion of the anticipated
treatment of all other employees of Service 1st  Bancorp.
 Voting by
Centra l Valley Community Bancorp…, page 11
 10. Noting that your calculations do not include the shares held by executive officers
of each of the companies, please revi se to include such shares in your
calculations.  Please also compare the vo ting percentages referenced in this
subsection with the respectiv e votes required for approval of the merger.  Refer to
Item 3(h) of Form S-4.
 Risk Factors

 Cash deposited into the Escrow F und may never be distributed…, page 13

 11. Please revise this risk factor  to disclose the percentage  of the total consideration
that the Escrow Fund represents and that th ere is a risk that none of such amount
will be paid to holders of Service 1
st Bancorp common stock.  Please also include
a brief discussion of the litigation to which the Escrow Fund relates.
 Background of the Merger, page 29

 12. We note on page 31 that the first menti on of discussions re garding the potential
interest of the company in pursu ing a transaction with Service 1
st Bancorp took
place between the company and Sandler O’Nei ll.  Please revise to clarify at what
point and by whom the company was identi fied as a potential tr ansaction partner.
 13. Please revise your discussion in the first full paragraph on page 31 to address the
reasons that the list of transact ion candidates was narrowed to two.
 14. Please revise the third full paragraph on page 31 to elaborate on the factors relied upon by Sandler O’Neill to conclude that  the expression of interest of the
company was superior to the other candidate’s expression of interest.
 15. Noting the discussion in the third paragr aph on page 32 of the Regent Litigation
and Escrow Fund, please revise to discuss the factors considered by the parties in

Daniel J. Doyle
Central Valley Community Bancorp
July 28, 2008 Page 4

determining the amount of the Escrow Fund, including any conclusions regarding
the likely outcome of the dispute.

Calculation of Consideration to be Paid to Service…, page 39

 16. Noting that the proportion of cash and st ock payable to hold ers of Service 1
st
Bancorp common stock who exchange their shares will be adjusted to account for
the payments for any dissenting shares, pl ease revise the sixt h paragraph on page
39 to highlight how such adjustment will work.  Consider providing examples of how the division between cash and stock will be adjusted based on two or three hypothetical payout totals for dissenting sh ares.  Please also highlight on the
cover page of the prospectus and in the summary section that such an adjustment
will be made as a result of payments for dissenting shares.
 17. Please also discuss the risk, both here and in the “Risk F actors” section, that all of
the remaining Total Cash Consideration, after the payment for dissenting shares,
will be placed into the Escrow Fund and th at all of the consideration received by
the Service 1
st Bancorp stockholders will be common stock.
 Escrow Fund, page 39

 18. Please update as of the most recent pract icable date the status of the Regent
Litigation and Loan Participation Agreemen t to which the Escrow Fund relates.
 Dissenters’ Rights of
Centra l Valley Community Bancorp…, page 52
 19. It is inappropriate to qualify your summary of dissenters’ rights by reference to Division 1, Chapter 13 of the California Co rporations Code without filing the
entirety of the information referenced.  Please revise to file the entirety of the information referenced or limit your qualif ication to the information provided as
part of the prospectus.
 Miscellaneous, page 66

 20. To the extent not already discussed, pl ease revise to describe any material
relationship that existed duri ng the past two years or is mutually understood to be
contemplated and any compensation received or to be received as a result of the
relationship between Service 1
st Bancorp and Sandler O’ Neill.  Please include
similar information with respect to th e company and Keefe, Bruyette & Woods on
page 72.  Refer to Item 1 015(b)(4) of Regulation M-A.
 21. We note the statement at the bottom of page 68 that the amount of cash or
common stock received as consideration in the merger will be determined by
reference to the average price of the company’s common stock over a 20 trading

Daniel J. Doyle
Central Valley Community Bancorp
July 28, 2008 Page 5

day averaging period.  This statement, how ever, appears to be inconsistent with
the remainder of the prospectus.  Please revise or explain.

Termination and Remedies, page 80

 22. It appears that the referen ce to “1.15%” of the Index Change Ratio in the second
full paragraph on page 81 is inconsistent  with the terms of the Reorganization
Agreement and Plan of Merger.  If  so, please revise to correct.

23. We note that both companies have the right to nullify the other company’s
exercise of a Price Trigger Terminat ion Right by accepting an increase or
decrease in the merger consideration, as  the case may be.  Please revise the
“Summary” section on page 8 to provide a br ief description of th is right to modify
the consideration payable in the transacti on and highlight the fact that such an
adjustment would take place after the stoc kholders have voted on the transaction.
Please also revise your risk factor di sclosure to discuss the risks to the
stockholders of both companies of the po ssibility of an adjustment to the
consideration after the stockholders have voted on the transaction.

24. The last sentence of the fifth full paragra ph on page 81 refers to a “decrease” in
the consideration at “Service 1
st Bancorp’s discretion”.  Such reference, however,
appears to conflict with the terms of th e Reorganization Agreement and Plan of
Merger.  If so, please revise to correct.
 Shareholder Proposals, page 86

 25. Please revise to provide all of the inform ation required to be in a proxy statement
by Rule 14a-5(e) under the Securities Exchange Act of  1934 with respect to both
companies.  Refer to Item 18(a)(1) of Form S-4 and Item 1(c) of Schedule 14A.
 Where You Can Find More Information, page 101

 26. We note that the company has only incor porated by reference one Form 8-K filed
since December 31, 2007.  Please revise to  incorporate by reference all reports
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 2007.  Please also clar ify whether the dates listed for each
Form 8-K represent the date filed or the da te of the earliest event reported.  Refer
to Item 13(a)(2) of Form S-4.
 27. It appears that both companies have elec ted to incorporate certain information by
reference in accordance with Item 13 of  Form S-4.  However, both companies
have also incorporated by reference certain future filings made pursuant to the Securities Exchange Act of 1934 which is not required by Item 13.  Please revise
to eliminate such forward incorporation by re ference, or, in the alternative, please

Daniel J. Doyle
Central Valley Community Bancorp
July 28, 2008 Page 6

provide the undertaking required by Item 512(b) of Regulation S-K.

Item 22.  Undertakings, page II-2

 28. Please revise to furnish the undertaki ng required by Item 22(b) of Form S-4.
 Exhibit 5

 29. Please delete the last sentence of the sixt h paragraph of the opinion or refile the
opinion at the time acceleration of the effectiveness of the registration statement is requested.  The legal opinion must be va lid as of the date of effectiveness.
 30. It is inappropriate to limit reliance on  the opinion.  Please revise the last
paragraph of the opinion accordingly.
 Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after reviewing your amendmen t and 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 Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
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 comment s and the declaration of effectiveness

Daniel J. Doyle
Central Valley Community Bancorp July 28, 2008 Page 7

as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3434 with any
questions.

     S i n c e r e l y ,          Michael R. Clampitt
Staff Attorney
cc: Bruce F. Dravis, Esq.
James K. Dyer, Jr., Esq. Downey Brand LLP 555 Capitol Mall, 10th Floor Sacramento, California 95814