SecProbe.io

November 17, 2008
   Robert R. Hill, Jr. President and Chief Executive Officer SCBT Financial Corporation 520 Gervais Street Columbia, South Carolina 29201
Re:   SCBT Financial Corporation
Schedule 14A
Filed November 13, 2008
  File No. 001-12669
 Dear Mr. Hill:
We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your document 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 necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.
1. Disclose whether you have applied to partic ipate in the Treasury Department’s Capital
Purchase Program and describe th e status of your application.
2. Item 13 of Schedule 14A requires you to in clude financial information in your proxy
statement if you are se eking authorization to issue common or preferred stock under
certain circumstances.  We note that you have  not included financial information in your
proxy statement.
Please explain to us why you believe financial statements are not material in connection
with issuing the warrants to purchase comm on stock.  See Note A to Schedule 14A and
Instruction 1 to Item 13(a) of Schedule 14A.

Robert R. Hill, Jr.
SCBT Financial Corporation
November 17, 2008 Page 2 of 3

Where you expect the proceeds of the sale of securities to the Treasury Department to
have a material impact on your balance sheet or income statement, our rules require you
to provide pro forma statements that comply with Article 11 of Regulation S-X in your
proxy statement.
In evaluating the impact of the potential sale  of securities to the Treasury Department,
you must consider the ma terial effect of the transaction, including:

• how the application of the pr oceeds of the transaction may potentially effect your net
interest margin;
• how the accretion and dividends on the preferred stock will impact the net income
available to common shareholders; and
• how the transaction will impact your basi c earnings per share,  diluted earnings per
share, and diluted shares outstanding.
Your assumptions regarding the use of pro ceeds from the transactions, such as an
assumption regarding the pay down of existing de bt or the investment of the proceeds in
federal funds sold, must be factually supporta ble.  You should consider only those plans
for the proceeds that meet the factually supportable criteria.
Where you determine that the proceeds of th e sale of securities to the Treasury
Department will have a material impact on your balance sheet or income statement and
elect to prepare and provide pro forma financial statements, you should include, in your
proxy statement, a pro forma balance sheet for the most recent balance sheet date and a
pro forma income statement for the most r ecent annual and interim periods that address
the impact of both the minimum and maximum proceeds of the sale.  If you choose to provide a textual discussion in lieu of pro forma financial st atements, please address the
minimum and maximum proceeds of the sale as well as the other items noted below.
In preparing pro forma financial statements, you should discuss any relevant assumptions
you have made and you should briefly describe any pro forma adjustments such as your
assumptions about interest savings on proceeds applied to pay dow n debt and interest
income earned on proceeds invested.  You should state that you used the treasury stock
method for purposes of evaluating the eff ect of the warrants on diluted shares
outstanding.  You should also describe th e methodologies you used to allocate the
transaction process among th e securities you may issue to  the Treasury Department
(relative fair value) and to accrete the discount on the preferred stock.
If you do not believe the sale of the securitie s to the Treasury Department will have a
material impact on your balance sheet or income statement, provide us with your
quantitative and qualitative analysis of your conclusion.  In your analysis, discuss the
impact to each of the items noted above as we ll as to total sharehol ders’ equity and your
capital ratios.

Robert R. Hill, Jr.
SCBT Financial Corporation November 17, 2008 Page 3 of 3

 As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.

  We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
Please contact Allicia Lam at ( 202) 551-3316 or me at (202) 551-3464
 with any
questions.

     S i n c e r e l y ,          K a t h r y n  M c H a l e
        S t a f f  A t t o r n e y   CC: By Fax: (864) 250-2359  Neil E. Grayson  Nelson Mullins Rile y & Scarborough LLP