Mail-Stop 4561

      December 27, 2006


(Via facsimile and U.S. Mail)
Mr. Dennis R. Woods
President and Chief Executive Officer
United Security Bancshares
2126 Inyo Street
Fresno, California 93721

Re: United Security Bancshares
       Registration Statement on Form S-4
       Filed December 8, 2006
       File Number 333-139139

Dear Mr. Woods:

      We have reviewed your Form S-4 and have the following
comments.
Please note that we have conducted a full review and our
accounting
staff has no comments at this time.  Where indicated, we think you
should revise your documents 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
have 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 look forward to working
with you in these respects.  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.

					 *  *  *  *  *
Form S-4
General Comments on this Filing

1. Please advise the staff whether Legacy provided United with any
material non-public information, including projections and other
financial information, as part of the merger process.




Notice of Special Meeting of Shareholders

2. Please place the offering price in context by noting the
closing
price of Legacy`s shares of a date prior to the announcement.

3. Revise the last paragraph to briefly discuss what is needed in
order to perfect shareholder rights, i.e., that holders who want
to
dissent must either vote against the merger or notify the company
prior to the meeting and not vote.

Questions and Answers, page 1

4. Revise to add Q&A for the following topics: dissenters` rights
and
what value or range in values will shareholders receive in the
merger, if approved.

Consideration to be paid to legacy ..., page 4

5. Revise the last paragraph of this section on page 5 to disclose
as
of the latest practicable date, the market share price for a
United
share.

Interests of Certain Persons in the merger, page 7

6. Revise the heading for this sub-section so that it more
accurately
reflects the information contained in the subsection.  Consider a
heading like "Financial interests in the Merger of Directors and
Officers of Legacy" or similar phrases.  Make similar changes to
the
sub-section in the Merger section.

7. Revise to identify the director who will become a director of
United.

Dissenters` Rights, page 8

8. Revise this subsection to use bullets or otherwise present in
chronological order the steps that need to be taken (or not taken)
to
perfect dissenters` rights. In this regard, where written notice
is
required, indicate the address and to whose attention the matter
should be directed. Retain the cross-reference to the Appendix.

Risk Factors, page 9

9. Revise the preamble to state that the following discussion
contains all known material risks.

You will not know in advance .... , page 10

10. Revise to disclose, if true, that there is no ceiling or floor
on
the value to be received.


The Merger
Background and reasons for the Merger; Recommendation ..., page 22

11. Revise the third full paragraph on page 23 to explain why only
six institutions were contacted, why two of the three expressing
interest were rejected, i.e., what about their financial condition
did the Board find unfavorable and, why the Board thought
shareholder
interests were being served by only requiring one bid for the
Bank.

12. Please clarify whether the two rejected financial institutions
made preliminary offers.  If there were preliminary offers from
the
rejected financial institutions, advise the staff whether those
offers were greater that the offer that Legacy Board ultimately
accepted.

13. Revise this section to provide additional details regarding
the
negotiation of all material terms, including the price, of the
merger
agreement.

Calculation of Consideration..., page 26

14. Noting the statement that the average closing price shall not
be
more than $25.00 why does the illustration give examples of
closing
prices above $25.00? Please delete those above or advise the staff
as
to why they are presented.

Material United States Federal Income Tax Consequences, page 29

15. Revise this section to clarify that this tax discussion is
supported by an opinion of counsel, or an IRS Revenue Ruling and
identify the counsel.  Please refer to Item 601(b)(8) of
Regulation
S-K

Interests of Certain Persons in the Merger, page 33

16. Revise to indicate who will be a Board member of United or how
that person will be selected.

Opinion of Financial Advisor, page 35

17. Provide the staff with all materials provide by Howe Barnes
with
regard to the fairness opinion or any valuation of Legacy or the
merger consideration.

Representations and Warranties, page 44

18. Revise to delete the phrase, "among other things" in the
preamble
and the words, "types of" in the penultimate sentence.




Conduct of Business Before the Merger, page 44

19. Noting the statement, "... and subject to certain exceptions"
in
the first full paragraph on page 45, revise to disclose the
exceptions.

20. Revise the first paragraph on page 46 to indicate the
foregoing
is a summary of "the material negative and ...."

Discussions with Third Parties, page 46

21. Revise the bold paragraph to indicate it is a summary of the
"material" provisions.

Conditions to the Parties` Obligations, page 46

22. Revise the bold paragraph on page 48 to indicate it is a
summary
of the "material" provisions.

Termination, page 48

23. Revise the bold paragraph to indicate it is a summary of the
"material" provisions.

Validity of United Security`s Common Stock, page 82
24. Please file the opinion of counsel regarding the legality and
validity of United`s Shares as soon as possible to permit timely
review of the documents.

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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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 this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above
registration statement.  We will act on the request and, pursuant
to
delegated authority, grant acceleration of the effective date.

      We direct your attention to Rule 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.

      Direct any questions to Michael R. Clampitt at 202-551-3434,
or
to me at 202-551-3419.

      						Sincerely,


							Chris Windsor
							Special Counsel
							Financial Services Group





	(by facsimile)
             Lori Dean Richardson, Esq.
	 Gary Stevens Findley & Associates
	 1470 N. Hundley Street
	 Anaheim, California 92806
	 Fax number 714-630-7910
Mr. Dennis R. Woods
United Security Bancshares
Page 5