8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 1, 2008

(Exact name of Registrant as specified in its charter)

California	0-25135	94-2823865
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation or organization)		Identification No.)
1951 Churn Creek Road
Redding, California		96002
(Address of principal executive		(Zip Code)
offices)

     Registrant’s telephone number, including area code: (530) 224-3333

                              N/A

     (Former Name or Former Address, if changed since last report)

     Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 142-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4^© under the Exchange Act (17 CFR 240.13e-4(c))

Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date. January 31, 2008 8,722,493

1

Section 8 — Other Events

Item 8.01. Other Events

Press announcement fourth quarter earnings release

Section 9 — Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Bank of Commerce Holdings fourth quarter 2007 earnings release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

February 1, 2008	/s/ Linda J. Miles
	By: Linda J. Miles
	Executive Vice President and Chief Financial Officer

2

EX-99.1

EXHIBIT 99.1

	(NASDAQ: BOCH) Company Press Release

Company Profile

• Founded 1982

• Five offices — three markets

• Redding Bank of Commerce™

• Roseville Bank of Commerce™

• Sutter Bank of Commerce™

• Bank of Commerce Mortgage™

Investor Highlights

• 5% stock dividend — 1986

• Annual cash dividends — since 1988

• Two for one stock split — 1995

• Three for one stock split — 1998

• 10% stock dividend — 2000

• Three for one stock split — 2004

• Quarterly dividends — since 2005

• ACQB Index — America’s Community Bank Index

Business Overview

Bank of Commerce Holdings (the “Holding Company”) is a financial holding company (“FHC”) registered under the Bank Holding Company Act of 1956, as amended, and was incorporated in California on January 21, 1982. The Company owns Redding Bank of Commerce™, Roseville Bank of Commerce™, Sutter Bank of Commerce™ and Bank of Commerce Mortgage™.

Contact Information
Patrick J. Moty, President & CEO
Telephone (530) 722-3950
Linda J. Miles, CFO
Telephone (530) 722-3955
www.reddingbankofcommerce.com

For immediate release:

Bank of Commerce Holdings™ reports income of $6.1 million for 2007

REDDING, California, January 31, 2008/ PR Newswire— Bank of Commerce Holdings (NASDAQ: BOCH), a $618.3 million asset financial holding company, and parent company of Redding Bank of Commerce™, Roseville Bank of Commerce™, Sutter Bank of Commerce™ and Bank of Commerce Mortgage™ today announced income of $6.1 million for 2007.

2007 Highlights

• Assets of $618.3 million

• Income of $6.1 million

• Record loan growth of $77.3 million

• Core deposit growth of $32.9 million

• “Bank of Commerce — Bank of Choice™” reflecting a renewed commitment to making Bank of Commerce the bank of choice™ for local businesses with a fresh focus on family and personal finances

• Treasury stock repurchase program announced

• Quarterly dividends of $0.08 per share

“The strength of our core banking business continued to serve us very well through 2007. Top line revenues increased to $45.8 million in 2007 compared with $39.5 million in 2006, a 15.9% increase over the prior year. Removing a non-recurring income item of $2.3 million, top line revenues are still up 9.9% or $3.9 million over the prior year’s performance. Overall, our performance remains above average and consistent with our goal of achieving upper quartile performance compared with our peers.”

“Our loan and deposit growth trends were solid and our team continued to earn more of our customers business. We maintained our conservative risk management practices and our strong balance sheet and capital ratios. We are not immune to the evolving slowdown in the housing sector, yet we had another solid quarter despite turbulent credit markets. During the fourth quarter we strengthened our reserves by funding $3.3 million in provisions for loan losses.

3

Market Data

Exchange: NASDAQ
Symbol: BOCH
Shares outstanding at 12/31/07: 8,757,445
Market Cap: $74,438,283
Recent Price : $8.50
52 week range: $7.75 — $12.50
Price/ Book (%): 157.25
SNL™ Peer Price/Book (%): 133.63
Price/Earnings (x): 13.37
SNL™ Peer Price/Earnings (x): 11.79
Dividend Yield (%): 3.99
SNL ™ Peer Dividend Yield(%): 2.30
YTD Volume traded: 924,097
Insider Ownership: 32.10%

Although two credits from our real estate development portfolio were placed into non-accrual status in the fourth quarter, no loan losses occurred during 2007. Looking ahead, we are taking appropriate steps to ensure we focus intently on actively managing our exposures and controlling costs.”

“Net income for 2007 was $6.1 million, a decrease of 7.0% or $461,000 over the prior year. Return on average assets was 1.04% and return on average equity was 13.39% in 2007 compared with 1.20% and 15.59% respectively in 2006. Diluted earnings per share for 2007 and 2006 were $0.68 and $0.74, respectively.”

“We continue to invest in our business for the long term and to introduce new products and services in our marketplace. You will notice the bank’s colorful, contemporary redesign in everything from our fresh logo mark, branch signage and account statements to our newly re-launched website.

Our new Buenaventura office located in an upscale shopping district on the Westside of Redding opened on January 14, 2008.” said Patrick J. Moty, President and CEO of the Company.

Financial Performance

Diluted earnings per share was $0.68 compared to $0.74 in 2006, a decrease of 8.1%. Our balance sheet grew by 6.0% or $34.9 million over the prior year end. Loans, the single largest asset of the Company grew by $77.3 million or 18.9%, an all-time high for the Company. Deposit growth was up 7.8% or $34.2 million of which $32.9 million was centered in core checking and savings deposits.

Revenue

Top line revenues increased to $45.8 million in 2007 compared to $39.5 in 2006. Removing a non-recurring income item of $2.3 million, top line revenues are still up 9.9% or $3.9 million over the prior year.

Loans

Net portfolio loans increased $77.3 million or 18.9% to $486.3 million. The increase is primarily in the commercial and industrial portfolio. Our Company concentrates its lending activities primarily within Shasta, El Dorado, Placer, Sacramento, Sutter, Yuba and Tehama counties, in California, and the location of the five full service offices of the Bank. Our Company has a diversified loan portfolio and a significant portion of its customers’ ability to repay the loans is dependent upon the professional services and investor commercial real estate sectors. Generally, the loans are secured by real estate or other assets and are expected to be repaid from cash flows of the borrower’s business or cash flows from real estate investments.

4

Net Interest Income

Net interest income modestly decreased by $23,000 over the prior year, a -0.10% decrease. The average balance of total earning assets increased to $552.9 million in 2007 compared to $517.5 million in 2006, a 6.8% increase.

Yields on portfolio loans increased 4 basis points to 8.26% compared to 8.22% in 2006. Yields on all earning assets increased 18 basis points to 7.45% compared to 7.27% in 2006. Likewise, funding costs increased 39 basis points to 4.08% compared with 3.69% in 2006, reflective of the highly competitive market for deposit accounts.

Non Interest Income

Noninterest income consists of earnings on key man life insurance, payroll and benefit processing fees, processing fees for merchants who accept credit card payments for goods and services, service charge on deposit accounts, mortgage servicing fees and other service fees. During the fourth quarter 2007, key life proceeds of $2.3 million were recognized. This revenue is exempt from federal and state income tax.

For the year ended December 31, 2007, non-interest income represented 9.9% of the Company’s revenues versus 4.9% in 2006 and 7.1% in 2005. Mortgage activities continued to slow during 2007 reflective in the fee income of $50,000 compared to $71,000 in 2006, a 29.6% decrease year over year.

Non Interest Expense

Noninterest expense consists of salaries and related employee benefits, occupancy and equipment expenses, data processing fees, professional fees, directors’ fees and other operating expenses. The increase in salary and benefit expense for 2007 over 2006 is primarily due to a one time executive severance package, coupled with staff increases to support the new westside office. The increase in professional service fees is reflective of professional services utilized to redesign the Company logo, website and collateral pieces.

Credit Quality

During the fourth quarter 2007, two credits in the real estate development portfolio were placed into non-accrual status. The gross interest income that would have been recorded during the period had the loans been current in accordance with their original terms was approximately $96,000. The Company’s OREO (Other Real Estate Owned) remained at $0 during 2007, 2006 and 2005. During the fourth quarter we strengthened our reserves by funding $3.3 million in provisions for loan losses.

The Company’s allowance for loan losses was 1.66% of total loans at December 31, 2007 and 1.18% at December 31, 2006. Provisions for loan losses were $3,291,250 compared to $226,000 for the year ended 2006.

5

Facilities

During the first quarter 2008, the Company has opened a new contemporary, consumer friendly express office with extended hours located at 3455 Placer Street, Redding, California 96001. (The Westside location).

Dividends

On December 19, 2007, the Company announced a $0.08 quarterly cash dividend payable to shareholders of record as of December 31, 2007 and payable on January 11, 2008.

Capital

The capital ratios of Bank of Commerce continue to be above the well-capitalized guidelines established by bank regulatory agencies.

Bank of Commerce Holdings, with administrative offices in Redding, California is a financial service holding company that owns Redding Bank of Commerce™, Roseville Bank of Commerce™, Sutter Bank of Commerce™ and Bank of Commerce Mortgage™. The Company is a federally insured California banking corporation and opened on October 22, 1982.

BOCH is a NASDAQ Global Market listed stock. Please contact your local investment advisor for purchases and sales. Investment firms making a market in BOCH stock are:

Howe Barnes Hoefer & Arnett/ John Cavender	Morgan Stanley/ Rick Hill
555 Market Street	310 Hemsted Drive, Suite 100
San Francisco, CA	Redding, CA
(800) 346-5544	(800) 733-6126
Wachovia Securities/ Ken Myers, Rick Hansen	Raymond James Financial
10466 Brunswick Road	1805 Hilltop Drive, Suite 106
Grass Valley, CA	Redding, CA
(888) 383-3112	(800) 926-5040

6

This press release includes forward-looking information, which is subject to the “safe harbor” created by the Securities Act of 1933, and Securities Act of 1934. These forward-looking statements (which involve the Company’s plans, beliefs and goals, refer to estimates or use similar terms) involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors:

• Competitive pressure in the banking industry and changes in the regulatory environment.

• Changes in the interest rate environment and volatility of rate sensitive assets and liabilities.

• The health of the economy declines nationally or regionally which could reduce the demand for loans or reduce the value of real estate collateral securing most of the Company’s loans.

• Credit quality deteriorates which could cause an increase in the provision for loan losses.

• Losses in the Company’s merchant credit card processing business.

• Asset/Liability matching risks and liquidity risks.

• Changes in the securities markets.

     For additional information concerning risks and uncertainties related to the Company and its operations please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 and under the heading “Risk factors that may affect results” and subsequent reports on Form 10-Q and current reports on Form 8-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

7

Condensed Consolidated Balance Sheets
(Unaudited)

ASSETS	2007			2006
Cash and due from banks	$	13,839,123		$	14,661,386
Federal funds sold and securities purchased under agreements to resell		8,395,000			24,605,000
Cash and cash equivalents		22,234,123			39,266,386
Securities available-for-sale (including pledged collateral of $61,329,000 at December 31, 2007 and $71,686,000 at December 31, 2006)		67,906,386			95,601,107
Securities held-to-maturity, at cost (estimated fair value of $10,632,208 at December 31 2007 and $10,792,938 at December 31 2006)		10,558,765			10,810,113
Loans, net of the allowance for loan and lease losses of $8,232,970 at December 31, 2007 and $4,904,266 at December 31, 2006		486,282,571			408,989,228
Bank premises and equipment, net		10,963,975			8,595,044
Other assets		20,381,095			20,180,149
TOTAL ASSETS	$	618,326,915		$	583,442,027
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand — noninterest bearing	$	75,717,742		$	84,778,916
Demand — interest bearing		142,820,773			119,437,370
Savings accounts		41,376,296			22,748,885
Certificates of deposit		213,716,486			212,442,258
Total Deposits		473,631,297			439,407,429
Securities sold under agreements to repurchase		15,513,211			37,116,610
Federal Home Loan Bank borrowings		60,000,000			40,000,000
Other liabilities		7,553,559			7,536,738
Junior subordinated debt payable to unconsolidated subsidiary grantor trust		15,465,000			15,465,000
Total liabilities		572,163,067			539,525,777
Stockholders’ equity:
Preferred stock, no par value; 2,000,000 shares authorized; no shares issued and outstanding in 2007 and 2006		—			—
Common stock, no par value; 50,000,000 shares authorized; 8,757,445 shares issued and outstanding in 2007 and 8,847,042 shares issued and outstanding in 2006		9,995,517			11,517,368
Retained earnings		36,604,902			33,336,032
Accumulated other comprehensive (loss) income, net of tax		(436,571	)		(937,150	)
Total stockholders’ equity		46,163,848			43,916,250
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	618,326,915		$	583,442,027

8

Condensed Consolidated Statements of Income
(Unaudited)

	Dec. 31, 2007		Dec. 31, 2006			Dec. 31, 2005
Interest income:
Interest and fees on loans	$	36,134,170	$	32,394,766		$	24,069,980
Interest on tax-exempt securities		1,228,944		786,972			332,385
Interest on U.S. government securities		3,084,672		3,421,191			2,910,695
Interest on federal funds sold and securities purchased under agreement to resell		680,578		871,879			491,019
Interest on other securities		89,686		135,651			59,909
Total interest income		41,218,050		37,610,459			27,863,988
Interest expense:
Interest on demand deposits		2,735,170		1,504,180			938,532
Interest on savings deposits		1,215,920		288,883			182,994
Interest on certificates of deposit		10,570,776		8,485,799			4,331,468
Interest on securities sold under repurchase agreements		1,177,417		1,138,242			430,754
Interest on FHLB borrowings		2,421,636		3,079,432			1,161,762
Interest on junior subordinated debt payable to unconsolidated subsidiary grantor trusts		1,084,990		1,078,884			580,935
Total interest expense		19,205,909		15,575,420			7,626,445
Net interest income		22,012,141		22,035,039			20,237,543
Provision for loan and lease losses		3,291,250		225,900			447,700
Net interest income after provision for loan and lease losses		18,720,891		21,809,139			19,789,843
Noninterest income:
Service charges on deposit accounts		277,769		345,737			393,661
Payroll and benefit processing fees		382,738		385,867			356,957
Earnings on cash surrender value — Bank owned life insurance		2,731,251		328,743			209,322
Net (loss) gain on sale of securities available-for-sale		45,670		(170,524	)		(1,537	)
Net gain on sale of loans		0		89,851			145,594
Merchant credit card service income, net		388,438		380,066			345,721
Mortgage brokerage fee income		49,995		71,350			249,049
Other income		658,893		497,141			424,973
Total noninterest income		4,534,754		1,928,231			2,123,740
Noninterest expense:
Salaries and related benefits		8,665,679		8,020,136			6,883,754
Occupancy and equipment expense		2,372,617		1,845,664			1,572,458
FDIC insurance premium		51,077		47,670			48,659
Data processing fees		395,558		216,313			303,316
Professional service fees		1,027,671		683,602			648,871
Payroll processing fees		107,856		103,518			110,376
Deferred compensation expense		411,191		368,809			321,321
Stationery and supplies		256,799		230,843			241,144
Postage		137,740		112,740			104,439
Directors’ expenses		311,777		243,428			219,687
Other expenses		2,005,729		1,460,008			1,294,684
Total noninterest expense		15,743,694		13,332,731			11,748,709
Income before provision for income taxes		9,011,951		10,404,639			10,164,874
Provision for income taxes		1,405,053		3,836,930			3,886,504
Net Income	$	6,106,898	$	6,567,709		$	6,278,370
Basic earnings per share	$	0.69	$	0.75		$	0.73

9

	Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2005
Weighted average shares — basic		8,857,627		8,759,568		8,600,270
Diluted earnings per share	$	0.68	$	0.74	$	0.71
Weighted average shares — diluted		8,937,736		8,931,584		8,844,626

10

Quarterly Financial Condition Data
(Unaudited)
For the Quarter Ended

	Dec. 31, 2007			Sept 30, 2007			June 30, 2007			March 31, 2007			Dec. 31, 2006			Sept 30, 2006			June 30, 2006
Cash and due from banks	$	13,839		$	12,366		$	18,206		$	12,597		$	14,661		$	17,535		$	12,668
Federal funds sold and securities purchased under agreements to resell		8,395			7,980			14,115			21,195			24,605			28,010			14,155
Total Cash & Equivalents		22,234			20,346			32,321			33,792			39,266			45,545			26,823
Securities available-for-sale		67,906			93,423			94,029			92,769			95,601			97,614			97,366
Securities held to maturity, at cost		10,559			10,592			10,637			10,673			10,810			10,841			11,141
Loans, net of allowance for loan losses		486,283			461,171			437,821			411,357			408,990			403,657			401,185
Bank premises and equipment, net		10,964			10,464			10,329			9,992			8,595			7,350			6,690
Other assets		20,381			19,979			20,440			19,513			20,180			20,211			20,942
TOTAL ASSETS	$	618,327		$	615,975		$	605,577		$	578,096		$	583,442		$	585,218		$	564,147
Liabilities:
Demand — noninterest bearing	$	75,718		$	70,809		$	69,842		$	70,035		$	84,779		$	81,125		$	74,505
Demand — interest bearing		142,821			136,219			114,530			112,550			119,437			111,439			101,492
Savings		41,376			44,406			45,082			41,537			22,749			22,610			23,111
Certificates of deposit		213,716			220,803			211,794			211,422			212,442			214,019			189,577
Total deposits		473,631			472,237			441,248			435,544			439,407			429,193			388,685
Securities sold under agreements to repurchase		15,513			26,755			46,655			35,053			37,117			35,260			32,507
Federal Home Loan Bank borrowings		60,000			50,000			50,000			40,000			40,000			55,000			80,000
Other liabilities		7,554			6,734			7,114			6,646			7,537			6,352			6,536
Junior subordinated debt payable to subsidiary grantor trust		15,465			15,465			15,465			15,465			15,465			15,465			15,465
Total liabilities		572,163			571,191			560,482			532,708			539,526			541,270			523,193
Stockholders’ equity:
Common stock		9,996			10,252			11,966			11,940			11,517			12,416			11,442
Retained earnings		36,605			35,617			34,997			34,110			33,336			32,526			31,479
Accumulated other comprehensive income (loss), net		(437	)		(1,085	)		(1,868	)		(662	)		(937	)		(994	)		(1,967	)
Total stockholders’ equity		46,164			44,784			45,095			45,388			43,916			43,948			40,954
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	618,327		$	615,975		$	605,577		$	578,096		$	583,442		$	585,218		$	564,147
Interest Income:
Net interest income		5,585			5,641			5,461		$	5,327		$	5,418		$	5,530		$	5,674
Provision for loan losses		3,170			115			0			6			0			72			143
Net interest income after provision for loan losses		2,415			5,526			5,461			5,321			5,418			5,458			5,531
Noninterest Income:
Service charges		63			70			76			69			91			81			86
Merchant credit card service income, net		91			109			89			92			100			89			93
Net gain (loss) on sale of securities available-for-sale		0			0			0			46			0			(171	)		0
Mortgage brokerage fee income		(6	)		21			29			6			(13	)		32			35
Other income		2,745			326			424			285			363			397			298
Total noninterest income		2,893			526			618			498			541			428			512
Noninterest Expense:
Salaries and related benefits		2,208			2,402			1,959			2,097			2,150			1,996			1,996
Net Occupancy and equipment expense		737			635			543			458			496			467			448
Professional service fees		365			216			252			195			181			149			150
Other expenses		1,218			775			947			738			659			687			716
Total noninterest expense		4,528			4,028			3,701			3,488			3,486			3,299			3,310
Income before income taxes		780			2,024			2,378			2,331			2,473			2,587			2,733
Provision for income taxes		(910	)		693			778			844			858			915			1,044
Net Income	$	1,690		$	1,331		$	1600		$	1,487		$	1,615		$	1,672		$	1,689

11

Average Balances, Interest Income/Expense and Yields/Rates Paid
(Unaudited, Dollars in thousands)

	Average				Yield/			Average				Yield/			Average				Yield/
	Balance		Interest		Rate			Balance		Interest		Rate			Balance		Interest		Rate
Interest Earning Assets
Portfolio loans	$	437,217	$	36,134		8.26	%	$	394,152	$	32,394		8.22	%	$	337,284	$	24,070		7.14	%
Tax-exempt securities		30,727		1,229		4.00	%		21,112		787		3.73	%		9,966		332		3.33	%
US government securities		26,782		1,112		4.15	%		39,576		1,593		4.03	%		35,779		1,272		3.56	%
Mortgage backed securities		43,122		1,973		4.58	%		42,476		1,828		4.30	%		41,181		1,639		3.98	%
Federal funds sold		13,099		681		5.20	%		17,124		872		5.09	%		15,225		491		3.22	%
Other securities		2,000		90		4.50	%		3,075		136		4.42	%		1,384		60		4.34	%
Average Earning Assets	$	552,947	$	41,219		7.45	%	$	517,515	$	37,610		7.27	%	$	440,819	$	27,864		6.32	%
Cash & due from banks		14,273							14,113							15,208
Bank premises and fixed assets		10,155							6,878							5,563
Other assets		17,986							11,022							7,172
Average Total Assets	$	595,361						$	549,528						$	468,762
Interest Bearing Liabilities
Interest bearing demand	$	121,281	$	2,735		2.26	%	$	108,066	$	1,504		1.39	%	$	112,236	$	939		0.84	%
Savings deposits		39,565		1,216		3.07	%		24,633		289		1.17	%		26,542		183		0.69	%
Certificates of deposit		215,511		10,571		4.91	%		190,568		8,486		4.45	%		149,204		4,331		2.90	%
Repurchase Agreements		32,237		1,177		3.65	%		29,708		1,138		3.83	%		17,892		63		0.36	%
Other borrowings		62,095		3,507		5.65	%		69,014		4,158		6.02	%		34,042		2,110		6.20	%
Average Interest Liabilities	$	470,689	$	19,206		4.08	%	$	421,989		15,575		3.69	%	$	339,916		7,626		2.24	%
Noninterest bearing Demand		72,545							79,245							80,219
Other liabilities		6,502							6,154							4,417
Stockholders’ equity		45,625							42,140							44,210
Average Liabilities and Stockholders’ equity	$	595,361						$	549,528						$	468,762
Net Interest Income and Net Interest Margin			$	22,013		3.98	%			$	22,035		4.26	%			$	20,238		4.59	%

Interest income on loans includes fee income of approximately $241,000, $429,000 and $556,000 for the years ended December 31, 2007, 2006, and 2005 respectively. The Company’s average total assets increased to $590.0 million in 2007 from $549.5 million in 2006 and $468.8 million in 2005, representing a 6.1% increase in 2007 over 2006 and a 17.2% increase in 2006 over 2005.

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