Mail Stop 0408

      July 22, 2005



By U.S. Mail and Facsimile (310) 712-8890

Zsolt K. Bessko, Esq.
Executive Vice President, General Counsel and Secretary
Centennial Bank Holdings, Inc.
1331 Seventeenth Street, Suite 300
Denver, Colorado 80202

Re:	Centennial Bank Holdings, Inc.
	Amendment No. 1 to Registration Statement on Form S-1
      Filed July 13, 2005
	File No. 333-124161

Dear Mr. Bessko:

      We have reviewed your 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      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 welcome any questions
you
may have about our comments or on any other aspect of our review.
Feel free to call us at the telephone numbers listed at the end of
this letter.

General

1. The staff has deemed the offering to be "by or on behalf" of
the
issuer, and therefore the offering does not meet the requirements
to
be made "at the market" See  Rule 415(a)(4). Please revise to
price
the offering. If the company has any support, including previously
reviewed offerings, for an "at the market" offering, please
advise.
In this regard, supplementally identify any of the selling
shareholders who are or are affiliated with any broker/dealers,
managers, directors or 10% owners.

2. The cover page, selling shareholder section and the Plan of
Distribution should all be revised to indicate that, (1) if any
transferees intend to use the prospectus, a post-effective
amendment
will need to be filed, naming the new selling shareholder, (2) if
any
selling shareholder intends to use an agent or principal to sell
their shares, a post-effective amendment needs to be filed, naming
the agent or principal as an underwriter and disclosing the
compensations arrangements, and, (3) all selling shareholders are
subject to Regulation M and are precluded from engaging in any
short
selling activities prior to effectiveness and for as long as they
are
participants in the offering. In addition, advise us as to any
current selling shareholders who are transferees from the original
purchasers.

Prospectus Cover Page

3. Please disclose that Mr. Eggemeyer, the CEO, is selling his
holdings of 650,000 shares.

Management, page 106

4. We note your statement that Mr. Eggemeyer does not devote his
full
professional time to his role as CEO of the company.  Please
disclose
what percentage of his time is devoted to the company.

Principal and Selling Stockholders, page 114

5. We note your response to prior comment 36.  However, it is
difficult to correlate the list of stockholders that are broker-
dealer affiliates with the list of selling stockholders in the
prospectus.  For example, none of the four AIM funds listed in
your
response is listed in the selling stockholder table.  Please
revise.

6. We note your response to prior comment 38.  Please revise the
disclosure in the second full paragraph on page 114 to state, if
true, that none of the broker-dealer affiliates purchased the
securities for resale in the ordinary course of business.

Certain Relationships and Related Transactions, page 113

7. Please include as exhibits all agreements discussed in this
section.

*      *      *
Closing Comments

      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 supplemental 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 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.

      You may contact Isa Farhat, Staff Accountant, at (202) 551-
3485
or Paul Cline, Senior Accountant at (202) 551-3851 if you have
questions regarding any matters relating to the financial
statements
and related matters.  Please contact Gregory Dundas at (202) 551-
3436
or me at (202) 551-3434 with any other questions.

								Sincerely,



      Michael Clampitt
      Attorney Advisor

cc:	Stanley F. Farrar, Esq.
	Sullivan & Cromwell LLP
	1888 Century Park East
	Los Angeles, California 90067

	Allen Z. Sussman, Esq.
	Morrison & Foerster, LLP
	555 West Fifth Street, Suite 3500
	Los Angeles, California 90013


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Zsolt K. Bessko
Centennial Bank Holdings, Inc.
July 22, 2005
Page 3