EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We consent to the use in this Registration Statement of Valley Commerce
Bancorp on Form SB-2 of our report, dated February 20, 2004, except for Note 2,
as to which the date is August 20, 2004, with respect to the consolidated
balance sheet of Valley Commerce Bancorp and subsidiary as of December 31, 2003,
and the related consolidated statements of income, changes in shareholders'
equity and cash flows for the year ended December 31, 2003 and to the reference
to our firm under the heading "experts" in the prospectas.


/s/ Perry-Smith LLP

Sacramento, California
September 8, 2004