COMMERCE HOLDINGS, INC.
10 Universal City Plaza
Suite 1950
Universal City, California 91608
November 26, 2008
VIA EDGAR ONLY
Ryan C. Milne
Accounting Branch Chief
Raquel Howard
Staff Accountant
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: | Commerce Holdings, Inc. |
| Your Letter dated November 5, 2008 |
| Item 4.01 Form 8-K filed October 31, 2008 |
| File No. 000-52564 |
Dear Mr. Milne and Ms. Howard:
In relation to the responses to the staff’s comment letter of November 5, 2008 relating to the above referenced report, please be advised that:
(a) Commerce Holdings, Inc. (the “Issuer”) is responsible for the adequacy and accuracy of the disclosure in its filings, including, but not limited to, the above referenced report;
(b) the staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
(c) we acknowledge that the Issuer 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.
Yours very truly,
COMMERCE HOLDINGS, INC.
s/Gary Clark
Gary Clark,
Chief Executive Officer
