[Letterhead of SCBT Financial Corporation]
March 22, 2012
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-7010
Attention: David S. Lyon, Financial Analyst
Michael F. Johnson, Staff Attorney
RE: SCBT Financial Corporation
Amendment No. 2 to Registration Statement on Form S-4
Filed March 22, 2012
File No. 333-179748
Dear Messrs. Lyon and Johnson:
SCBT Financial Corporation (the “Company”) respectfully requests that the Securities and Exchange Commission (the “Commission”), acting pursuant to Section 8(a) of the Securities Act of 1933, as amended, and pursuant to Rule 461(a) promulgated thereunder, enter an appropriate order declaring the above-captioned Registration Statement on Form S-4 effective as of 5:00 p.m., March 22, 2012, or as soon thereafter as practicable.
In connection with that request, the Company acknowledges that: (i) 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; (ii) 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 (iii) the Company may not assert 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.
Please direct any questions regarding this request to Matthew M. Guest of Wachtell, Lipton, Rosen & Katz at (212) 403-1341 or Edward J. Lee of Wachtell, Lipton, Rosen & Katz at (212) 403-1155. Thank you for your continued assistance.
Sincerely,
/s/ Keith S. Rainwater____
Keith S. Rainwater
SCBT Financial Corporation
cc: Robert R. Hill, SCBT Financial Corporation
Matthew M. Guest and Edward J. Lee, Wachtell, Lipton, Rosen & Katz
