Mail Stop 0408

      August 22, 2005

By U.S. Mail and Facsimile (310) 712-8800

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. 2 to Registration Statement on Form S-1
      Filed August 10, 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. Please refer to the updating requirements of Rule 3-12 of
Regulation S-X and revise accordingly.

2. Please include updated consents from the independent
accountants
in the pre-effective amendment.  Ensure that the consents properly
reflect whether the report of the accountant is included in the
document or incorporated by reference.



3. In the event that you request acceleration before the company`s
shares are listed on NASDAQ, please revise the cover page to make
the
following disclosure:  "Until such time as our common stock is
listed
on NASDAQ, we expect that the selling stockholders will sell their
shares at prices between $____ and $_____, if any shares are sold.
After our common stock is quoted on NASDAQ, the selling
stockholders
may sell all or a portion of these shares from time to time in
market
transactions through any stock exchange or market on which our
stock
is then listed, in negotiated transactions or otherwise, and at
prices and on terms that will be determined by the then-prevailing
market price or at negotiated prices."

In the event that acceleration is requested after the shares
become
listed, please revise the cover page and elsewhere as appropriate
to
disclose the listing.

Principal and Selling Stockholders, page 118

4. Please use an asterisk or some other mark to clearly identify
those selling stockholders listed in the table who are affiliates
of
broker-dealers.  Please be sure to explain the meaning of the
symbol
used in a prominent place, and not, for example, at the end of the
selling stockholder table.

*      *      *
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.
August 22, 2005
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