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 February 5, 2026

James Beckwith
Chief Executive Officer
Five Star Bancorp
3100 Zinfandel Drive
Suite 100
Rancho Cordova, CA 95670

 Re: Five Star Bancorp
 Registration Statement on Form S-3
 Filed January 30, 2026
 File No. 333-293089
Dear James Beckwith:

 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 Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Charlotte May
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 FIVE STAR BANCORP

 3100 Zinfandel Drive

 Suite 100

 Rancho Cordova, CA 95670

 February 5, 2026

 Via EDGAR

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

 Attn: Robert Arzonetti

 Re:
 Five Star Bancorp

 Registration Statement on Form S-3

 Filed January 30, 2026

 File No. 333-293089

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Five Star Bancorp, a California corporation (the "Company"), hereby requests that the effective date
of the above-referenced registration statement on Form S-3 (the "Registration Statement") be accelerated so that the Registration
Statement may become effective at 4:30 p.m. Eastern Time on February 9, 2026, or as soon thereafter as is practicable, or such other time
as the Company or its counsel, Covington & Burling LLP, may request by telephone that such Registration Statement be declared effective.

 We respectfully request that we be notified
of such effectiveness by a telephone call to Charlotte May of Covington & Burling LLP at (202) 662-5732 and that such effectiveness
also be confirmed in writing.

 Very truly yours,

 FIVE STAR BANCORP

 By:
 /s/ James Beckwith

 Name:
 James Beckwith

 Title:
 President and Chief Executive Officer

 cc:
 Charlotte May, Covington & Burling LLP

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 FIVE STAR BANCORP

3100 Zinfandel Drive

Suite 100

Rancho Cordova, CA 95670

February 9, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Robert Arzonetti

    Re:
    Five Star Bancorp

    Registration Statement on Form S-3

    Filed February 2, 2023

    File No. 333-269533

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Five Star Bancorp, a California corporation (the “Company”), hereby requests that the effective date
of the above-referenced registration statement on Form S-3 (the “Registration Statement”) be accelerated so that the Registration
Statement may become effective at 4:30 p.m. Eastern Time on February 13, 2023, or as soon thereafter as is practicable, or such other
time as the Company or its counsel, Covington & Burling LLP, may request by telephone that such Registration Statement be declared
effective.

We respectfully request that we be notified
of such effectiveness by a telephone call to Michael P. Reed of Covington & Burling LLP at (212) 841-1204 and that such effectiveness
also be confirmed in writing.

    Very truly yours,

    FIVE STAR BANCORP

    By:
    /s/ James Beckwith

    Name:
    James Beckwith

    Title:
    President and Chief Executive Officer

    cc:
    Michael P. Reed, Covington & Burling LLP

United States securities and exchange commission logo
February 8, 2023
James Beckwith
President and Chief Executive Officer
Five Star Bancorp
3100 Zinfandel Drive
Suite 100
Rancho Cordova, CA 95670
Re:Five Star Bancorp
Registration Statement on Form S-3
Filed February 2, 2023
File No. 333-269533
Dear James Beckwith:
            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 Robert Arzonetti at (202) 551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Charlotte May

CORRESP
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FIVE STAR BANCORP

3100 Zinfandel Drive

Suite 100

Rancho Cordova, California 95670

May 3, 2021

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attn: Lory Empie, Marc Thomas, Jessica Livingston, David Lin

Re:		  Five Star Bancorp

          Amendment No. 2 to Registration Statement on
Form S-1

          Filed April May 3, 2021

          File
No. 333-255143

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Securities Act”), Five Star Bancorp (the “Company”) hereby respectfully requests that the effective date
of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be accelerated by the Securities
and Exchange Commission so that the Registration Statement, as then amended, will be declared effective under the Securities Act at 4:00
p.m. Eastern Time on May 4, 2021, or as soon thereafter as is practicable, or such other time as the Company or its counsel, Covington
& Burling LLP, may request by telephone that such Registration Statement be declared effective.

We respectfully request that we be notified of such effectiveness
by a telephone call to Christopher J. DeCresce of Covington & Burling LLP at (212) 841-1017 and that such effectiveness also be confirmed
in writing.

Under separate cover, you will receive today a letter from the managing
underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration
Statement.

        Respectfully,

        Five
Star Bancorp

        By:
       /s/ James Beckwith

        Name:
James Beckwith

        Title:
President and Chief Executive Officer

cc: Christopher J. DeCresce, Covington & Burling LLP

CORRESP
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Keefe, Bruyette & Woods, Inc.

787 Seventh Avenue 4th Floor

New York, New York 10019

May 3, 2021

VIA EDGAR

U.S. Securities and Exchange Commission Division of Corporation
Finance

100 F Street, N.E. Washington, D.C. 20549

 Re: Five Star Bancorp

Registration Statement
on Form S-1

File No. 333-255143

Acceleration Request Requested Date: May 4 , 2021

Requested Time: 4:00 p.m., Eastern Standard Time

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), we, as representative of the several underwriters, hereby join in the request of Five
Star Bancorp (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting
effectiveness as of 4:00 PM, Eastern Time, on May 4, 2021, or at such later time as the Company or its outside counsel, Covington &
Burling LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we,
as representative of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s
preliminary prospectus dated April 26, 2021:

 (i) Dates of distribution: April 26, 2021 through the date hereof;

 (ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 3;

 (iii) Number of prospectuses furnished to prospective investors: approximately 710;

 (iv) Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent
accountants, and underwriters’ counsel: approximately 50.

The undersigned, as representative of the
several underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

By Keefe, Bruyette & Woods, Inc.

Acting severally on behalf of itself and the several

Underwriters

By:
/s/ Michael Garea

        Name:
Michael Garea

        Title:
Managing Director

CORRESP
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    May 3, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:	      Lory
Empie

Marc Thomas

Jessica Livingston

David Lin

 Re: Five
                                         Star Bancorp

                                         Amendment No. 1 to

Registration
Statement on Form S-1

Filed April 26, 2021

File No. 333-255143

Ladies and Gentlemen:

On behalf
of Five Star Bancorp (“Five Star” or the “Company”), we are submitting this letter in response
to a letter, dated April 30, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Amendment No. 1 to the Registration Statement on Form S-1
filed with the Commission on April 26, 2021 (the “Registration Statement Amendment No. 1”). The Company is
concurrently filing Amendment No. 2 to the Registration Statement (the “Registration Statement Amendment No. 2”),
which includes changes to reflect responses to the Staff’s comments and other updates.

The numbering
of the paragraphs below corresponds to the numbering of the comments in the letter from the Staff. For the Staff’s convenience,
we have incorporated the text of the Staff’s comments into this response letter in italics. Unless otherwise indicated,
page references in the responses correspond to the page numbers in the Registration Statement Amendment No. 2, and page references
otherwise correspond to the page numbers in the Registration Statement Amendment No. 1. Capitalized terms used in this letter
but otherwise not defined herein shall have the meanings set forth in the Registration Statement Amendment No. 2.

The responses
provided herein are based upon information provided to Covington & Burling LLP by the Company. In addition to submitting this
letter via EDGAR, we are sending you supplementally the Registration Statement Amendment No. 2 (marked to show changes from the
Registration Statement Amendment No. 1).

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

May 3, 2021

Page 2

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

Unaudited Pro
Forma Condensed Financial Information

Unaudited
Pro Forma Condensed Statement of Income, page 22

 1. Please
                                         revise to separately disclose the pro forma earnings per share impact of the change in
                                         tax status on the face of the pro forma statement of income.

Response
to Comment No. 1: The Company respectfully advises the Staff that it has revised the disclosure on pages 22 and 23 of the
Registration Statement Amendment No. 2 in response to the Staff’s comment.

 2. Please
                                         revise to separately disclose the pro forma earnings per share reflective of the number
                                         of shares whose proceeds will be used to pay the dividend as required by SAB Topic 1.B.3,
                                         on the face of the pro forma statement of income.

Response
to Comment No. 2: The Company respectfully advises the Staff that it has revised the disclosure on pages 22 and 23 of the
Registration Statement Amendment No. 2 in response to the Staff’s comment.

Description
of Capital Stock

Exclusive
Forum Selection, page 145

 3. We
                                         note that your disclosure regarding the exclusive forum provision of your amended bylaws
                                         does not appear to be consistent with the provision included in Section 8.1 of your
                                         form of amended and restated bylaws filed as Exhibit 3.4. For example, on page 145 you
                                         disclose that the exclusive forum provision will not apply to any claims arising under
                                         the Exchange Act. However, Section 8.1 of Exhibit 3.4 provides that “[u]nless the
                                         corporation consents in writing to the selection of an alternative forum, the federal
                                         district courts of the United States of America shall, to the fullest extent permitted
                                         by applicable law, be the exclusive forum for the resolution of any complaint asserting
                                         a cause of action arising under the federal securities laws of the United States of America,
                                         including, in each case, the applicable rules and regulations promulgated thereunder.”
                                         Please revise and ensure that your amended bylaws and your disclosure clearly and consistently
                                         clarify the extent to which such provision applies to claims arising under the Securities
                                         Act and the Exchange Act, including risk factor disclosure.

Response
to Comment No. 3: The Company respectfully advises the Staff that it has revised the disclosure on pages 46 and 146 of
the Registration Statement Amendment No. 2 in response to the Staff’s comment.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

May 3, 2021

Page 3

*****

Please
contact me at (212) 841-1017 or Rusty Conner at (202) 662-5986 with any questions or further comments regarding our responses
to the Staff’s comments.

    Sincerely,

/s/ Christopher J. DeCresce

Christopher J. DeCresce

Covington & Burling LLP

 cc: James
                                         Beckwith, Five Star Bancorp

                                         Frank (Rusty) M. Conner III, Covington & Burling LLP

Charlotte
May, Covington & Burling LLP

Steven B. Stokdyk, Latham & Watkins LLP

Brent T. Epstein, Latham & Watkins LLP

United States securities and exchange commission logo
April 30, 2021
James Beckwith
President and Chief Executive Officer
Five Star Bancorp
3100 Zinfandel Drive
Suite 650
Rancho Cordova, CA 95670
Re:Five Star Bancorp
Amendment No. 1 to
Registration Statement on Form S-1
Filed April 26, 2021
File No. 333-255143
Dear Mr. Beckwith:
            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 comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 22, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Unaudited Pro Forma Condensed Financial Information
Unaudited Pro Forma Condensed Statement of Income, page 22
1.Please revise to separately disclose the pro forma earnings per share impact of the change
in tax status on the face of the pro forma statement of income.
2.Please revise to separately disclose the pro forma earnings per share reflective of the
number of shares whose proceeds will be used to pay the dividend as required by SAB
Topic 1.B.3, on the face of the pro forma statement of income.

 FirstName LastNameJames Beckwith
 Comapany NameFive Star Bancorp
 April 30, 2021 Page 2
 FirstName LastName
James Beckwith
Five Star Bancorp
April 30, 2021
Page 2
Description of Capital Stock
Exclusive Forum Selection, page 145
3.We note that your disclosure regarding the exclusive forum provision of your amended
bylaws does not appear to be consistent with the provision included in Section 8.1 of your
form of amended and restated bylaws filed as Exhibit 3.4.  For example, on page 145 you
disclose that the exclusive forum provision will not apply to any claims arising under the
Exchange Act.  However, Section 8.1 of Exhibit 3.4 provides that "[u]nless the
corporation consents in writing to the selection of an alternative forum, the federal district
courts of the United States of America shall, to the fullest extent permitted by applicable
law, be the exclusive forum for the resolution of any complaint asserting a cause of action
arising under the federal securities laws of the United States of America, including, in
each case, the applicable rules and regulations promulgated thereunder."  Please revise
and ensure that your amended bylaws and your disclosure clearly and consistently clarify
the extent to which such provision applies to claims arising under the Securities Act and
the Exchange Act, including risk factor disclosure.
            You may contact Lory Empie at 202-551-3714 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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April 23, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Lory Empie

    Marc Thomas

    Jessica Livingston

    David Lin

    Re:
    Five Star Bancorp

    Registration Statement on Form S-1

    Filed April 9, 2021

    File No. 333-255143

Ladies and Gentlemen:

On behalf of Five Star Bancorp (“Five Star”
or the “Company”), we are submitting this letter in response to a letter, dated April 22, 2021, from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s
Registration Statement on Form S-1 filed with the Commission on April 9, 2021 (the “Registration Statement”). The Company
is concurrently filing Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”), which
includes changes to reflect responses to the Staff’s comments and other updates.

The numbering of the paragraphs below corresponds to
the numbering of the comments in the letter from the Staff. For the Staff’s convenience, we have incorporated the text of the Staff’s
comments into this response letter in italics. Unless otherwise indicated, page references in the responses correspond to the page numbers
in the Amended Registration Statement, and page references otherwise correspond to the page numbers in the Registration Statement. Capitalized
terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Amended Registration Statement.

The responses provided herein are based upon information
provided to Covington & Burling LLP by the Company. In addition to submitting this letter via EDGAR, we are sending you supplementally
the Amended Registration Statement (marked to show changes from the Registration Statement).

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

April 23, 2021

Page 2

Form S-1 filed April 9, 2021

Unaudited Pro Forma Condensed Financial Information,
page 17

 1. Please revise, in accordance with SAB Topic 1B.3 to address the following:

 · Pro forma per share data should be presented (for the latest year and interim period only) giving effect to the number of shares
whose proceeds will be used to pay cash distribution; and

 · Pro forma per share data to show the effect of the dividends paid which exceed earnings in the current year (i.e. fiscal 2021).

Response to Comment No. 1: The Company respectfully
advises the Staff that it has revised the disclosure on pages 12 and 19 of the Amended Registration Statement in response to
the Staff’s comment and in accordance with SAB Topic 1B.3.

Item 15. Recent Sales of Unregistered Securities, page
II-2

 2. We note your disclosure regarding recent sales of unregistered securities. Please revise this section to address how the $10 per
share price was determined.

Response to Comment No. 2: The
Company respectfully advises the Staff that it has revised the disclosure on page II-3 of the Amended Registration Statement in
response to the Staff’s comment. In addition, the Company respectfully advises the Staff that the shares in the private
placements which occurred on March 29, 2019, September 27, 2019 and September 17, 2020 were sold exclusively to existing
shareholders of the Company. At the time of the private placements the Company was, and remains, closely held. Historically the
Company has relied on its existing shareholders for capital to maintain required regulatory capital ratios, with approximately 97% of its equity capital raised in the past three
years from existing shareholders at $10.00 per share. As an S Corporation, the Company was unable to materially increase its book
value, as it has historically been required to pay distributions to its existing shareholders to assist such shareholders in paying
U.S. federal income taxes. Consistent with past practice, and after careful consideration of a number of factors, including:

 · its estimates of business potential and earnings prospects;

 · estimated value of its tangible and intangible assets;

 · the consideration of these factors in relation to market valuations of comparable banking institutions;

 · the then-current and anticipated condition of the market and economy as a whole, including the impact of the COVID-19 pandemic for
the September 2020 private placement; and

 · the lack of liquidity of an investment in the Company,

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

April 23, 2021

Page 3

the board of directors selected a
purchase price of $10.00 per share for each of these private placements, which is consistent with private placements since the
inception of the Company. Subscriptions were limited to existing shareholders’ pro rata ownership of the outstanding shares of
the Company at the time of each private placement. The board of directors and its advisors believed that a purchase price higher
than $10 per share would not have been attractive to existing shareholders in raising additional capital for the Company given the
shareholders’ tenure with the Company and the tax consequences to them as shareholders in an S Corporation. The Company
believed that a private placement at a higher purchase price would not have raised the necessary capital and would have been
inconsistent with the Company’s past practice for private placements involving solely existing shareholders of the Company.
Further, the book value per share of the Company’s common stock prior to each of the March 2019, September 2019 and September
2020 private placements was $10.88, $11.26 and $11.95, respectively. The $10.00 per share purchase price approximated the per share
book value of the Company’s common stock at the time of each of the March 2019, September 2019 and September 2020 private
placements.

*****

Please contact me at (212) 841-1017 or Rusty Conner
at (202) 662-5986 with any questions or further comments regarding our responses to the Staff’s comments.

    Sincerely,

    /s/ Christopher J. DeCresce

    Christopher J. DeCresce

Covington & Burling LLP

    cc:
    James Beckwith, Five Star Bancorp

    Frank (Rusty) M. Conner III, Covington & Burling LLP

    Charlotte May, Covington & Burling LLP

    Steven B. Stokdyk, Latham & Watkins LLP

    Brent T. Epstein, Latham & Watkins LLP

United States securities and exchange commission logo
April 22, 2021
James Beckwith
President and Chief Executive Officer
Five Star Bancorp
3100 Zinfandel Drive
Suite 650
Rancho Cordova, CA 95670
Re:Five Star Bancorp
Registration Statement on Form S-1
Filed April 9, 2021
File No. 333-255143
Dear Mr. Beckwith:
            We have reviewed your 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 comments.
Form S-1 filed April 9, 2021
Unaudited Pro Forma Condensed Financial Information, page 17
1.Please revise, in accordance with SAB Topic 1B.3 to address the following:
•Pro forma per share data should be presented (for the latest year and interim period
only) giving effect to the number of shares whose proceeds will be used to pay the
cash distribution; and
•Pro forma per share data to show the effect of the dividends paid which exceed
earnings in the current year (i.e. fiscal 2021).

 FirstName LastNameJames Beckwith
 Comapany NameFive Star Bancorp
 April 22, 2021 Page 2
 FirstName LastName
James Beckwith
Five Star Bancorp
April 22, 2021
Page 2
Item 15. Recent Sales of Unregistered Securities, page II-2
2.We note your disclosure regarding recent sales of unregistered securities. Please revise
this section to address how the $10 per share price was determined.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Lory Empie at 202-551-3714 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
March 11, 2021
James Beckwith
President and Chief Executive Officer
Five Star Bancorp
3100 Zinfandel Drive
Suite 650
Rancho Cordova, CA 95670
Re:Five Star Bancorp
Draft Registration Statement on Form S-1
Submitted February 12, 2021
CIK No. 0001275168
Dear Mr. Beckwith:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Risk Factors
We could be subject to environmental risks and associated costs . . . , page 31
1.If material, please revise to state, as of a recent date, the amount and type of real estate of
which the company has taken title and is therefore the potential source of environmental
liabilities.
We are an emerging growth company, as defined in the JOBS Act . . . , page 40
2.Since you are also a smaller reporting company, please add a separate risk
factor disclosing that even if you no longer qualify as an emerging growth company, you

 FirstName LastNameJames  Beckwith
 Comapany NameFive Star Bancorp
 March 11, 2021 Page 2
 FirstName LastName
James  Beckwith
Five Star Bancorp
March 11, 2021
Page 2
may still be subject to reduced reporting requirements so long as you are a smaller
reporting company.
Cautionary Note Regarding Forward-Looking Statements, page 52
3.We note your reference to forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.  Please be advised that the safe harbor for
forward-looking statements is inapplicable in this context, because the company is not
currently a reporting company. See Section 27A(a)(1) of the Securities Act.  Therefore,
please either delete any references to the Private Securities Litigation Reform Act or make
clear that the safe harbor does not apply to this offering.
Use of Proceeds, page 54
4.Please revise to disclose in greater detail your intended use of proceeds, to the extent
known.  As applicable, please describe any preliminary plans, arrangements or
understandings for future growth or acquisitions, or alternatively, disclose that there are
none.  You may reserve the right to change the use of proceeds as indicated in Instruction
7 to Item 504 of Regulation S-K.  Disclosure on use of proceeds is required even if
management will have broad discretion in allocating the proceeds.  If you have no current
specific plans for your use of proceeds other than a cash distribution to existing
shareholders, please revise to so state and clarify the principal reasons for the offering.
Refer generally to Item 504 of Regulation S-K, including Instruction 6 thereto.
Loan Portfolio, page 73
5.Given the significance of the commercial real estate loans, please revise to provide an
enhanced discussion and a breakdown of the types of collateral as well as the related loan-
to value ranges for these loans for the periods presented, discussing any trends.
6.Please revise to provide an enhanced discussion of the types of loans located outside of
California during the periods presented.
Deposits, page 84
7.Given the significant amount of large deposit relationships, please revise to address the
following:
•Provide a discussion of the types of entities from which these deposits are received as
well as the typical type of deposit;
•Indicate if such activities have been consistent over time and have helped to continue
to grow the deposit base; and
•Identify the single largest depositor which represented over $133 million of total
deposits at December 31, 2020, as well as the level of such deposits at December 31,
2019.

 FirstName LastNameJames  Beckwith
 Comapany NameFive Star Bancorp
 March 11, 2021 Page 3
 FirstName LastName
James  Beckwith
Five Star Bancorp
March 11, 2021
Page 3
Notes to Consolidated Financial Statements
Note 10 Income Taxes, page F-38
8.In regard to the Accumulated Adjustments Account estimated amount of $35 million at
December 31, 2020, please revise to disclose the types of taxes previously paid and
indicate how these earnings will be impacted by the conversion to a C Corporation. Also,
indicate if the dividend distribution limits discussed on page F-43 will impact the amount
of any distributable earnings.
General
9.Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.  Please contact the staff member
associated with the review of this submission to discuss how to submit the materials, if
any, to us for our review.
            You may contact Lory Empie at (202) 551-3714 or Marc Thomas at (202) 551-3452 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Livingston at (202) 551-3448 or David Lin at (202) 551-3552 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance