July 22, 2011

Mr. Kevin W. Vaughn
Accounting Branch Chief
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C 20549

Re: Pinnacle Financial Partners, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 23, 2011

Mr. Vaughn:

We have set forth below our response to the comment of the Staff contained in your letter dated July 11, 2011. Capitalized terms used herein are consistent with our May 10, 2011 and June 17, 2011 response letter. For your convenience, we have repeated the comment in bold face type prior to our response. Additionally, per your request, we have distinguished between new and deleted text from our current disclosures for the applicable comment responses below.

Form 10-K for the Fiscal Year Ended December 31, 2010

Critical Accounting Estimates — Impairment of Intangible Assets, page 23

1.

We note your response to comment two in your June 17, 2011 letter. It is unclear from the disclosure in Note 10 of your September 30, 2010 Form 10-Q whether the amounts presented as the fair value of loans incorporated credit risk. To the extent they do not, in your next Form 10-Q, please revise your fair value measurements disclosed under ASC 825-10-50 (formerly SFAS 107) to properly incorporate an estimate of credit risk and to clarify the nature of this change.

In future filings, we will add a footnote to the ASC 825-10-50 (SFAS 107) table which incorporates an estimate of credit risk. Our proposed filing is as follows:

     The carrying amounts and estimated fair values of Pinnacle Financial’s financial instruments at June 30, 2011 and December 31, 2010 were as follows (in thousands):

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Kevin W. Vaughn	PNFP00002
July 22, 2011

	June 30, 2011				December 31, 2010
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	216,252	$	216,252	$	188,586	$	188,586
Securities available-for-sale		922,780		922,780		1,014,317		1,014,317
Securities held-to-maturity		2,727		2,791		4,320		4,412
Mortgage loans held-for-sale		14,162		14,162		16,206		16,206
Loans, net (1)		3,130,134		3,125,258		3,129,865		3,184,437
Derivative assets		14,201		14,201		14,441		14,441
Bank owned life insurance		48,303		48,303		47,724		47,724
Other investments		3,236		3,236		2,693		2,693
Financial liabilities:
Deposits and securities sold under agreements to repurchase		3,886,033		3,848,733	$	3,979,352	$	3,974,408
Federal Home Loan Bank advances and other borrowings		111,191		107,151		121,393		126,399
Subordinated debt		97,476		56,271		97,476		75,360
Derivative liabilities		14,203		14,203		14,639		14,639

	Notional		Estimated		Notional		Estimated
	Amount		Fair Value		Amount		Fair Value
Off-balance sheet instruments:
Commitments to extend credit	$	873,981			$	848,023	$	—
Standby letters of credit		84,389		360		75,172		275

1. The estimated fair values presented above were determined using discounted cash flow models. Had Pinnacle Financial incorporated credit risk into our analysis, the estimated fair value of loans would have been lower by approximately $310 million at June 30, 2011 and at December 31, 2010. The addition of this credit risk assumption would approximate the fair value that a market participant would realize in a hypothetical orderly transaction.

If you should have any questions please do not hesitate to contact me at 615-744-3742 or harold.carpenter@pnfp.com or Dana Moore at 615-743-6105 or dana.moore@pnfp.com.

Very truly yours,

/s/ Harold R. Carpenter
Chief Financial Officer
 

CC: Bob Thompson, Bass Berry & Sims
M. Terry Turner, Chief Executive Officer, Pinnacle Financial Partners, Inc.
Dana Moore, Pinnacle Financial Partners, Inc.

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