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Dear Shareholder:

It is my pleasure to invite you to Bank of Commerce Holdings 20062007 Annual Meeting of Shareholders.

We will hold the meeting on May 16, 2006,15, 2007, at 5:00 p.m., in the lobby of Redding Bank of Commerce located at 1951 Churn Creek Road, Redding, California, 96002. In addition to the formal items of business, I will report on past performance and future prospects.

At the annual meeting you will be asked to elect directors, approve the Bank of Commerce Holdings 2008 Stock Option Plan and to ratify the appointment of independent auditorsaccountants for 2005.2006. The Board of Directors recommends that you voteFORthe director nominees,FORthe amendment and restatement of the Company’s Articles of Incorporation to increase the common stock authorized from 10,000,000 to 50,000,0002008 Stock Option Plan andFORthe ratification of independent auditors.accountants.

This mailing includes the formal notice of the Annual Meeting and the Proxy Statement. The Proxy Statement describes the business that we will conduct at the meeting and our 20052006 Form 10-K and Annual Report provides financial results and information about Bank of Commerce Holdings & Subsidiaries.

We look forward to seeing you at the meeting.

/s/ Michael C. Mayer

Dear Shareholders:

If you were a shareholder of record as of the close of business on March 31, 2006,2007, you are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. This proxy statement and the accompanying form of proxy are being mailed to shareholders on or about April 7, 2006.6, 2007.

/s/ David H. Scott

Redding, California
Dated: April 7, 20066, 2007

The Board of Directors of Bank of Commerce Holdings is soliciting proxies from its stockholders to be used at the annual meeting of stockholders on Tuesday, May 16, 2006.15, 2007. This Proxy Statement summarizes the information you need to know to cast an informed vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. Instead you may simply complete, sign and return the enclosed proxy card, or use the convenient telephone or internet voting method as described in the proxy card.

Along with this Proxy Statement, we are also sending you our 20052006 Form 10-K and Annual Report.

Shareholders of record at the close of business on March 31, 20062007 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the close of business on the Record Date, the Company had 8,662,8968,849,542 shares of Common Stock outstanding and entitled to vote.

The presence in person or by proxy of the holders of a majority of the Company’s outstanding shares of Common Stock (“Common Stock”) constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions and broker “non-votes” are each included in the determination of the number of shares present and voting for purposes of determining the presence of a quorum. A broker “non-vote” occurs when the nominee holding shares for a beneficial owner does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Abstentions will be included in the tabulations of the vote’s cast on proposals presented to the shareholders and therefore will have the effect of a negative vote. Broker “non-votes” will not be counted for purposes of determining the number of votes cast for a proposal.

Each share of Bank of Commerce Holdings Common Stock that you owned as of the record date entitles you to one vote. The proxy card indicates the number of votes that you have.

Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign and date the enclosed proxy card and to return it promptly. You may also cast your votes by telephone or internet as indicated on the proxy card. Returning the proxy card will not affect your right to attend the Annual Meeting and vote. If you fill in your proxy card and send it to us in time to vote, your “proxy” (as appointed on your proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board of Directors as follows:

“For”the election of all eleven nominees for Director
“For”the amendment and restatementBank of the Company’s Articles of Incorporation to increase the
number of shares authorized from 10,000,000 to 50,000,000Commerce Holdings 2008 Stock Option Plan
“For”the ratification of independent auditorsaccountants

If any other matter is presented, your proxy will vote in accordance with the recommendation of the Board of Directors, or, if no recommendation is given, in accordance with his or her best judgment. At the time this Proxy Statement went to press, we knew of no matters that needed to be acted upon at the Annual Meeting, other than those discussed in this Proxy Statement.

Only holders of record at the close of business on March 31, 20062007 will be entitled to vote at the annual meeting. Whether or not you plan to attend the Annual Meeting, you may vote your shares via mail, telephone or internet. If you fill out and vote the proxy card, you may change your vote at any time before the vote is conducted at the Annual Meeting. You may notify the Company’s Corporate Secretary in writing before the Annual Meeting that you have revoked your proxy. You may also attend the Annual Meeting and vote in person.

Proposal 1: Elect eleventen directors

The eleventen nominees for director who receive the most votes will be elected. If you do not vote for a particular nominee, or you indicate “Withhold Authority” to vote for a particular nominee on your proxy card, your vote will not count “for” or “against” the nominee.

Proposal 2: Amend and restateApprove the Company’s ArticlesBank of Incorporation to increase the number of shares authorized from 10,000,000 to 50,000,000Commerce Holdings 2008 Stock Option Plan.

The affirmative vote of a majorityA copy of the votes cast atplan is included in the annual Meeting onappendix of this proposal is submitted to amend the Corporate Articles of Incorporation, Section 3 to increase the number of shares authorized from 10,000,000 to 50,000,000document for our investor’s full review.

The affirmative vote of a majority of votes cast at the Annual Meeting on this proposal is required to ratify the selection of independent public accountants. If you “abstain” from voting, it has no effect on the outcome of this proposal.

The expense of printing and mailing proxy materials, including the annual statement, will be borne by the Company. In addition to the solicitation of proxies by mail, certain directors, officers and other employees of the Company may make solicitation by personal interview, telephone or facsimile. No additional compensation will be paid to such persons for such solicitation. The Company will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of the Company’s Common Stock. We have contracted with Mellon-Investor Services and ADP Investor Services to assist us in the distribution of materials and tabulation of the results. This service will cost the Company approximately $15,000.00$38,000.00 plus out of pocket expenses.

The consolidated financial statements of Bank of Commerce Holdings and subsidiaries for the year ended December 31, 2005,2006, as part of the Company’s Form 10-K and 20052006 Annual Report to Shareholders accompany this proxy statement.

Additional copies of the annual report on Form 10-K and 20052006 Annual Report to Shareholders may be obtained upon written request to Linda J. Miles, Executive Vice President & Chief Financial Officer at the Company’s administrative offices, 1951 Churn Creek Road, Redding, California 96002.

The Securities and Exchange Commission (SEC) maintains an internet site athttp://www.sec.gov that contains Bank of Commerce Holdings’ SEC filings. Access to the filings are also available from Redding Bank of Commerce’s website portal under the heading “Investor Information”. The website addresses arewww.reddingbankofcommerce.com,www.rosevillebankofcommerce.com orwww.sutterbankofcommerce.com.

Yes. Bank of Commerce Holdings is aware of three shareholders who beneficially own 5% or more of our outstanding common stock. The Securities and Exchange Commission has defined “beneficial ownership” (1) to mean more than ownership in the usual sense. For example, a person has beneficial ownership of a share not only if he owns it in the usual sense, but also if he has the power to vote, sellsells or otherwise disposedisposes of the share. Beneficial ownership also includes that number of shares that a person has a right to acquire within sixty (60) days. The following table shows, to the knowledge of the Company, the only beneficial owners of more than five percent of the Corporations shares as of the record date.

The Board of Directors is committed to sound and effective corporate governance principles and practices. The Board of Directors has adopted corporate governance guidelines to provide the framework for the governance of the company. These guidelines set forth director qualifications and standards of independence, and mandate that at least a majority of the Board and all the members of the Audit and the Nominating and Corporate Governance Committees meet the criteria for independence as discussed below. Highlights of our corporate governance practices are described below.

The Company expects its employees to adhere to the highest possible standards of ethics and business conduct with other employees, customers, stockholders and the communities it serves, and to comply with all applicable laws, rules and regulations that govern its business. The Board of Directors has adopted a code of ethics to promote honesty and integrity through out the Company.

The adopted charter of the Nominating and Corporate Governance Committee is included in this document as appendix “B”. Interested parties may view the Code of Ethics on any of our Company websites,www.bankofcommerceholdings.com,www.reddingbankofcommerce.com,www.rosevillebankofcommerce.com, andwww.sutterbankofcommerce.comwww.sutterbankofcommerce.com..

A director will be considered independent under the standards adopted by the Company’s Board of Directors so long as all business and tax exempt organization relationships between Bank of Commerce Holdings or its subsidiaries and either the director, any immediate family member in the director’s home, or any business or professional entity of which the director is an officer, partner, or a 10% or greater owner are non-preferential and comply with applicable law.law and the listing standards of NASDAQ. In addition, any entity of which the director is an officer or employee or in which the director is a partner or has a 10% ownership interest, any law firm to which the director is of counsel, or any entity of which an immediate family member is an executive officer may make payments to, or receive payments from, Bank of Commerce Holdings or its subsidiaries for goods and services so long as such payments last year were less than $1.5 million or 5% of the Company’s consolidated revenues for that period and such property or services were provided or received in the ordinary course of business of each of the parties. Other than Michael Mayer and Kenneth Gifford, Jr., all of the members of the Board of Directors are independent.

The basic responsibility of the Board is to oversee the business and attendanceaffairs of the Company. Key responsibilities of the Board and its committees include:

Directors are expected to attend all Board meetings and meetings of committees on which they serve, and each annual stockholder’s meeting. In 2005 nine2006 ten nominees for director attended the Company’s annual meeting of stockholders. (Two directors were appointed following the meeting)

The Board of Directors held 12 meetings during 2005.2006. All directors attended at least 92% of the aggregate number of meetings of the Board of Directors and of the committees on which such directors’ serve,director serves.

Almost all of our directors attendedand some of their respective family members and or affiliated entities had certain relationships and/or transactions with the 2005 Annual Meeting of Shareholders.Company in 2006, as described below.

The Board of Directors has established six standing committees, each of which is identified below. Information about each committee of the Board, its members, purpose, and the number of meetings held in 20052006 follows.

The Nominating and Corporate Governance Committee of the Board of Directors has been delegated the responsibility to identify, evaluate, and recommend for nomination candidates for election as new directors. Each of the members of the Committee is an “independent director” as determined by the Board under the rules of the NASDAQ global stock exchange.

The goal of the Committee’s nominating process is to assist the Company in attracting competent individuals with the requisite management, financial and other expertise who will act as directors in the best interests of the company and all its stockholders. The Committee consults with other Board members, the Company’s Chief Executive Officer, and other Company personnel in this process. The Committee will consider an individual recommended by a stockholder for nomination as a new director provided the stockholder making the recommendation follows the procedures for submitting a proposed nominee’s name and the required information described below.

The Board has approved certain minimum standards for candidates for service as a first-time director and the Committee has developed a process for identifying and evaluating first-time nominees in light of these standards and other such factors as the Committee deems appropriate. These standards, and the Committee’s evaluation process, apply to all first-time nominees for directors, including those nominees recommended by stockholders. This process is based on the Committee’s familiarity with the composition of the current Board, its awareness of anticipated openings, and its assessments of desirable talents or expertise. The Committee regularly reviews the composition of the Board in light of its understanding of the backgrounds, industry, and professional experience, and the various communities, both geographic and demographic, represented by the current members. It also monitors the expected service dates of Board members, any planned retirement dates, and other anticipated events that may affect a director’s continued ability to serve. The Committee periodically reviews Board self-evaluations and information with respect to the business and professional expertise represented by current directors in order to identify any specific skills desirable for future Board members.

The Board has approved the following minimum qualifications for first-time nominees for director, including nominees recommended by stockholders, for election to the Company’s Board: (1) a demonstrated breadth and depth of management and/or leadership experience, preferably in a senior leadership role (i.e. chief executive officer, managing partner, president, chief financial officer); (2) financial literacy or other professional or business experience relevant to an understanding of the Company and its business; (3) a demonstrated ability to think and act independently as well as the ability to work constructively in a group environment. The Committee will determine, in its sole discretion, whether a nominee meets these minimum qualifications.

The Committee is responsible for managing the new director nomination process and may use a variety of sources. The Committee then commences an inquiry to obtain sufficient information on the background of a potential new director-nominee. Included in this inquiry is an initial review of the candidate with respect to the following three factors: whether the individual meets the minimum qualifications for first-time director nominees approved by the Board; whether the individual would be considered independent under the NASDAQ rules and Company’s standard of independence; and whether the individual would meet any additional requirements imposed by law or regulation on the members of the Audit and Executive Compensation Committees of the Board.

Following the initial review, the Committee arranges an introductory meeting with the candidate and the Company’s Chief Executive Office, Chairman of the Board of Directors, and in some cases with additional directors, to determine the candidate’s interest in serving on the Board.

The Committee, together with several members of the Board and the Chief Executive Officer then conducts a comprehensive interview with the candidate. The individual will also be asked to provide the information required to be disclosed in the Company’s proxy statement.

DirectorsIndependent directors are also eligible to participate in the 1998 Stock Option Plan, as determined by the Executive Compensation Committee. A non-employee director may receive a stock option at ana discounted exercise price equal to 85% of the closing price per share of the common stock as of the day of trading at the close the date of the meeting. During 1998 options to purchasemeeting when the option is granted.

On November 21, 2006, 16,000 shares of the Company’s Common Stock were granted to each of the Company’s non-employee directors as follows: Welton L. Carrel: 89,100 shares, John C. Fitzpatrick: 123,750 shares, Kenneth R. Gifford, Jr.: 59,400 shares, Harry L. Grashoff, Jr.: 123,750 shares, Eugene L. Nichols: 82,620 shares and David H. Scott: 64,350 shares. As an employee-director Russell L. Duclos received incentive stock options of 90,000 shares. These options were granted at an exercise price of $2.75 per share, which represented 85% of the fair market value of theCompany common stock on the date of the grant. The options were fully vested on April 22, 2003. During 2004, 18,000was issued and Orin Bennett and 16,000 shares of the Company common stock was issued to Lyle L. TullisJon Halfhide at an exercise price of $9.11,$9.99, which represented 85% of the fair market value on the date of the grant as determined by the most recent activity posted on the NASDAQ. The options will vest over five years and matureterminate on MayDecember 1, 2014.2016.

The Director’s Deferred Compensation Plan, adopted by the Board of Directors effective January 1, 1993 is a non-qualified director benefit plan in which the eligible director voluntarily elects to defer some or all of his or her current fees in exchange for the Company’s promise to pay a deferred benefit. The deferred fees are credited with interest under the plan and the accrued liability is paid to the director at retirement. The current interest rate on the plan is ten percent.

As a non-qualified plan, the plan is only available to outsideindependent directors without regard to nondiscrimination requirements of qualified plans. The account is segregated from other assets owned by the Bank, only by way of its identification on the books of the Bank as a liability of the Bank to the Director. The account is subject to claims of general creditors of the Bank and the account shall be a general unsecured creditor of the Bank.

No compensation so deferred shall be payable to a director until the death, disability, resignation, retirement or removal from office of such director, whereupon all such compensation, together with interest thereon shall be provided to such director, or his beneficiary within thirty (30) days from the date of death, disability or resignation. If the director shall designate an optional installment payment method, in which event the first installment shall be paid after six months of his or her normal retirement date.

Upon the death of a director, while serving in such capacity, distribution of compensation deferred together with interest shall be made in one lump sum to his or her designated beneficiary. Upon the death of a director who had previously retired and had elected an installment method of distribution, all sums remaining undistributed shall be paid in one lump sum to his or her designated beneficiary.

Deferred compensation by reason of the resignation or retirement, may at the option of the director, be payable in approximately equal monthly installments over a period not to exceed fifteen (15) years, provided however, that on any such installment method of distribution, interest shall continue to be credited on the undistributed sums.

As of December 31, 20052006 the Company’s accrued obligations under the Directors Deferred Compensation Plan were $1,818,017.$2,035,219.