May 4, 2016
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Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 |
Attention: Michael Clampitt, Esq.
| Re: | Sierra Bancorp Amendment No. 2 to Registration Statement on Form S-4 Filed May 4, 2016 File No. 333-210404 |
Dear Mr. Clampitt:
Sierra Bancorp (the “Company”) hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-4, as amended, be accelerated to 11:00 a.m. Eastern time on Friday, May 6th, or as soon thereafter as practicable.
In connection with the foregoing request for acceleration of effectiveness, the Company hereby acknowledges that:
| · | should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Division of Corporate Finance
U.S. Securities and Exchange Commission
May 4, 2016
Page 2
Please contact Nikki Wolontis at (818) 631-2224 with any questions you may have concerning this request. In addition, please notify Ms. Wolontis when this request for acceleration has been granted. Thank you very much for your cooperation and assistance.
| SIERRA BANCORP | ||
| By | /s/ Kevin J. McPhaill | |
| Kevin J. McPhaill | ||
| Chief Executive Officer | ||
| cc: | Nikki Wolontis, Esq. |