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SEACOAST BANKING CORPORATION OF FLORIDA

815 COLORADO AVENUE • STUART, FLORIDA 34994

TELEPHONE: (772) 288-6086 • FACSIMILE: (772) 288-6012

July 14, 2010

VIA FACSIMILE AND EDGAR

Mr. Michael R. Clampitt

Mr. Matt McNair

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Seacoast Banking Corporation of Florida

Registration Statement on Form S-1

Filed May 24, 2010

File No. 333-167050

Dear Mr. Clampitt and Mr. McNair:

     We have reviewed your letter dated June 14, 2010 by which the staff (the “Staff”) of
the Securities and Exchange Commission (the “SEC”) provided comments to the Registration
Statement (the “Registration Statement”) on Form S-1 (File No. 333-167050) filed by
Seacoast Banking Corporation of Florida (the “Company”) on May 24, 2010. This letter sets
forth the Company’s responses to the Staff’s comments.

General

    1.

    We note that you entered into two separate private placement transactions prior to filing the
above-noted registration statement; one in December 2009 and one in April 2010. We also note
that you did not file notices of sale on Form D to report these transactions even though it
appears that you may have relied on Regulation D to complete the transactions. Please tell us
how you determined that you were not required to file a Form D for each private placement. In
this regard, please tell us the number of purchasers in the offerings. Refer to Rule 503 of
Regulation D.

    RESPONSE: Although the Company filed a Current Report on Form 8-K in connection with each
of the December 2009 and April 2010 private placements, the Company inadvertently failed to
file notices of sale on Form D in connection with the private placements. One purchaser
participated in the December 2009 private placement; and purchasers represented by 16 separate investor groups participated in the April 2010 private placement. On June 15,
2010, the day after the Company became aware of this
oversight, the Company filed notices of sale on Form D to separately report each of the
private placements. In connection with any applicable future transactions, the Company will
promptly file all required notices of sales on Form D as required by Rule 503 of Regulation
D.

Mr. Clampitt and Mr. McNair

U.S. Securities and Exchange Commission

July 14, 2010

Page 2

Incorporation by Reference, page iv

    2.

    The Form 10-K/A which has been incorporated by reference does not contain financial
statements for your latest fiscal year. Please revise. Refer to Item 12(a)(1) of Form S-1.

    RESPONSE: On July 14, 2010, the Company filed a registration statement on
Form S-1/A in which it incorporated by reference both its Annual Report on Form 10-K, filed
with the SEC on March 23, 2010, and its Annual Report on Form 10-K/A, filed with the SEC on
May 18, 2010.

Prospectus Summary, page 1

    3.

    Please include in this section a brief summary of the offering and describe how the
securities were acquired by the selling shareholders, the market price of the common stock on
the date(s) of acquisition, the effective purchase price for the common stock (on an as
converted basis) and when the securities will be converted to common shares. Also disclose
the conversion price.

    RESPONSE: On July 14, 2010, the Company filed a registration statement on
Form S-1/A in which it included, in the Prospectus Summary section, (i) a brief summary of
the offering; (ii) a description of (A) how the securities were acquired by the selling
shareholders, (B) the market price of the common stock on the date(s) of acquisition, (C)
the effective purchase price for the common stock (on an as converted basis) and (D) when
the securities will be converted to common shares; and (iii) disclosure regarding the
conversion price.

Mr. Clampitt and Mr. McNair

U.S. Securities and Exchange Commission

July 14, 2010

Page 3

Risk Factors, page 6

    4.

    We note that at the annual meeting of shareholders to be held on June 22, 2010, you are
seeking approval to permit the board of directors to effect a reverse stock split of your
common stock at one of seven reverse split ratios. Please add a risk factor that describes
the affect such a reverse split will have on existing shareholders as well as the selling
shareholders at each of the proposed split ratios. Please also disclose whether all
outstanding shares will be subject to the reverse stock split, including common shares held or
to be acquired by CapGen Capital Group III LP.

    RESPONSE: On July 14, 2010, the Company filed a registration statement on
Form S-1/A in which it added a risk factor that describes the affect a reverse split will
have on existing shareholders as well as the selling shareholders at each of the proposed
split ratios. In the registration statement on Form S-1/A, the Company also disclosed that
all outstanding shares will be subject to the reverse stock split, including common shares
held or to be acquired by CapGen Capital Group III LP. All proposals considered at the
Company’s annual meeting were approved.

Recent Developments, page 9

    5.

    Upon completion of the annual meeting of shareholders to be held on June 22, 2010, please
revise to disclose whether or not shareholders approved proposals two, four and five of the
definitive proxy statement filed on May 20, 2010.

    RESPONSE: On June 22, 2010, the Company filed a registration statement on
Form S-1/A in which it disclosed that its shareholders have approved proposals two, four and
five of the definitive proxy statement filed on May 20, 2010.

    6.

    To the extent material, please revise to discuss the company’s performance since March 31,
2010. Include a discussion of whether non-performing loans have increased since the end of
the first quarter and, if so, the amount by which they have increased.

    RESPONSE: Based on preliminary, unaudited financial results for the three months ended June
30, 2010, the Company does not believe that its performance since March 31, 2010 has changed
materially, other than as a result of $23.0 million of loans sold by the Company in the most
recent period. No sales of loans were made in the first three months of 2010. The
Company’s nonperforming assets (loans and other real estate owned) were $115.0 million at
March 31, 2010, which decreased $5.0 million to $110.0 million at June 30, 2010, as a result
of the loan sales and additions to non-performing loans in the ordinary course of business.
The allowance for loan losses is estimated to be
approximately $40.0 million or 3.08% of loans at June 30, 2010, compared to $43 million or
3.18% of loans at March 31, 2010.

Mr. Clampitt and Mr. McNair

U.S. Securities and Exchange Commission

July 14, 2010

Page 4

         The Company’s loan sales in the most recent three months ended June 30, resulted in
approximately $10.0 million of loan charge-offs. Preliminary results of operations for the
second quarter include a provision for loan losses of approximately $16.8 million compared
to $2.1 million for the first quarter. The increase in the provision was necessary as a
result of the losses from the loan sales. Further, primarily as a result of the losses on
the loans sold, the Company’s preliminary net loss for the second quarter will be
approximately $13.8 million, an increase from the $1.5 million in the first quarter of 2010
when no loans were sold, but substantially less than in each of the second, third and fourth
quarters of 2009.

    7.

    Please identify the selling shareholders and provide all of the information required by Item
507 of Regulation S-K in your next pre-effective amendment. In addition, please advise the
staff of the company’s basis for determining that the transaction is appropriately
characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i). In your
analysis, please address the following among any other relevant factors:

    •

    The number of shares being registered relative to the number of shares outstanding
held by non-affiliates;

    •

    How long the selling shareholders have held the shares;

    •

    The number of selling shareholders and the percentage of the overall offering made
by each shareholder;

    •

    Whether the selling shareholders were investors in the company’s common stock prior
to investing in the Series B Preferred Stock;

    •

    The relationship of each selling shareholder with the company, including an analysis
of whether the selling shareholder is an affiliate of the company;

    •

    Any relationships among the selling shareholders; and

    •

    Whether or not any of the selling shareholders is in the business of underwriting
securities.

Mr. Clampitt and Mr. McNair

U.S. Securities and Exchange Commission

July 14, 2010

Page 5

RESPONSE: On July 14, 2010, the Company filed a registration statement on
Form S-1/A in which it identified the selling shareholders and provided all of the
information required by Item 507 of Regulation S-K.

     We have reviewed the Staff’s historical guidance on PIPE transactions as articulated in
the Securities Act Rules Compliance and Disclosure Interpretations Question 612.09
(“C&DI 612.09”), which states, in pertinent part:

     “The question of whether an offering styled a secondary one is really on behalf
of the issuer is a difficult factual one, not merely a question of who receives the
proceeds. Consideration should be given to how long the selling shareholders have
held the shares, the circumstances under which they received them, their
relationship to the issuer, the amount of shares involved, whether the sellers are
in the business of underwriting securities, and finally, whether under all the
circumstances it appears that the seller is acting as a conduit for the issuer.”

     We understand that since late 2006, the Staff has raised concerns that following a PIPE
transaction, selling shareholders may be acting as underwriters and that the resale shelf
registration statement is an indirect primary offering where a significant percentage, such
as greater than one-third of the public float, is sought to be registered for
resale.1

     We have reviewed the factors in the Staff’s comment and other relevant factors,
including C&DI 612.09. The totality of the facts and circumstances in this case demonstrate
that the selling shareholders listed in the Registration Statement are not acting as
underwriters or conduits for the Company. Although 34,482,758 shares of common stock are
covered by the Registration Statement, or approximately 103.8% of the 33,208,778 shares of
common stock held by non-affiliates of the Company as of May 24, 2010 (the “Public
Float”), we respectfully submit that these facts are not determinative. The number and
percentage of shares results from the declining market prices for the Company’s shares, as
has been the case for many financial services companies. In order to maintain adequate
capital for bank regulatory purposes, the Company, as well as many others in its industry,
have had to sell more shares due to declining shares prices in the market and are outweighed
by the following:

    •

    none of the selling shareholders is a member of a “group” with any other
selling shareholder within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended;

    1

    Charles J. Johnson, Jr. and Joseph McLaughlin,
Corporate Finance and the Securities Laws (4d), 2007 Supplement Section
7.10[D]. Aspen Publishers, 2007.

Mr. Clampitt and Mr. McNair

U.S. Securities and Exchange Commission

July 14, 2010

Page 6

    •

    the selling shareholders are not in the business of underwriting
securities, however, many are limited by the Investment Company Act of 1940
(the “ICA”) or their investment policies as to the amount of
“restricted securities” their funds can hold at any time, leading to a
desire to register such shares for resale;

    •

    many of the selling shareholders were or had been shareholders of the
Company over long periods of time;

    •

    for bank regulatory reasons, the offering was directed to existing
Company shareholders;

    •

    the April 2010 offering occurred to provide additional capital to the
Company and to its Bank subsidiary in a time when many community and
regional banks, especially in the Company’s primary market of Florida,
needed capital;

    •

    one selling shareholder is an affiliate of the Company, as a shareholder
and through service on the Company’s Board of Directors (the
“Board”). Such selling shareholder is a bank holding company which
“controls” the Company and its subsidiary bank (the “Bank”) and
therefore has obligations under the federal Bank Holding Company Act of
1956, as amended (the “BHC Act”) to serve as a “source of financial
strength” to the Bank. None of the other selling shareholders are
“affiliates” of the Company because, as an affiliate, they would become
subject to the BHC Act, which they cannot be;

    •

    the contractual and market-related circumstances under which the selling
shareholders purchased the registrable securities;

    •

    other than purchasers managed as part of the same fund complex, the
Company is unaware of any relationships among the selling shareholders; and

    •

    other policy considerations that, in the current environment, support
facilitating the registration of resales of shares purchased from community
and regional bank holding companies in private transactions.

Mr. Clampitt and Mr. McNair

U.S. Securities and Exchange Commission

July 14, 2010

Page 7

     Taken together, the totality of the facts and the circumstances surrounding the April
2010 offering demonstrate that the resales sought to be registered on the Registration
Statement are not an offering “by or on behalf of” the
Company under Rule 415(a)(4). The Company respectfully submits that the offering contemplated by the
Registration Statement is “solely by or on behalf of persons other than the registrant, a
subsidiary of the registrant or a person of which the registrant is a subsidiary” and
therefore is permitted by Rule 415(a)(1)(i).

     Set forth below, please find responses to the specific points raised by the Staff in
its comment letter.

    1.

    The number of shares being registered relative to the number of shares
outstanding held by non-affiliates.

     The amount of registrable securities registered under the Registration Statement
represents approximately 103.8% of the 33,208,778 shares of common stock held by
non-affiliates as of May 24, 2010. Despite representing a relatively large portion of the
Company’s public float, this is indicative of the greatly depressed market prices for common
stock of community and regional bank holding companies, especially in markets such as the
State of Florida, where the Company is located, and where the local economies have been most
affected by crises in the financial and real estate markets.

     In addition, regardless of the percentage of public float represented, we believe the
proper inquiry regarding whether the offering should be deemed to be a primary offering is
whether the Registration Statement contemplates the resale of securities acquired from the
Company by legitimate investors who assumed the market risk for their investment.

     We understand that for several years the Staff has become increasingly concerned about
public resales of securities purchased in “toxic” PIPE transactions. These transactions
typically include convertible securities whose conversion price floats relative to the
market price of the underlying stock. Public announcement of these transactions can put
downward pressure on the stock price, increasing the number of shares issuable to the new
investors and reducing the value of stock held by existing investors. To discourage these
toxic transactions and limit