SecProbe.io

June 3 , 2013

Via E -mail
Keith Rainwater
Executive Vice President and Principal Accounting Officer
SCBT Financial Corporation
520 Gervais Street
Columbia, South Carolina 29201

Re: SCBT  Financial Corporation
   Amendment No. 1 to Registration Statement on Form S -4
Filed May 29, 2013
  File No. 333-188089

Dear Mr . Rainwater :

We have reviewed the above referenced filings  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested inform ation , including , if applicable,  a draft of your proposed disclosures to be made
in future filings .  If you do not believe our comments apply to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response .

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S -4

Summary

First Financial’s Officers and Directors Have  Financial Interests . . ., page 11

1. We note your disclosure of the aggregate compensation for each executive officer as a result
of the merger.  Please also include the compensation to be earned by First Financial’s
directors who will ultimately serve on the SCBT board as well as the compensation for those
directors who will serve on the SCBT advisory board.

Keith Rainwater
SCBT Financial Corporation
June 3, 2013
Page 2

 Unaudited Pro Forma Condensed Combined Financial Statements, page 24

2. Please revise to consistently refer to pro forma financial information as combined as opposed
to consolidated in this section.   For example, please revise the header of the pro forma
balance sheets on page 26 to unaudited pro forma condensed combined balance sheet similar
to that disclosed in the introductory paragraphs to the p ro forma financial statements.

The Merger

SCBT and First Financial Unaudited Prospective Financial Information, page 71

3. We note that Sandler O’Neill presented financial projections for both companies on a
standalone and pro forma basis through December 31, 2017 in its fairness opinion to the First
Financial board of directors.  Please revise the registration statement to include such
projections.

Tax Consequences of the Merger Generally, page 100

4. We note that you filed the tax opinions of respective co unsel as Exhibits 8.1 and 8.2.  Please
state that such opinions have been filed as exhibits and indicate that the discussion within the
registration statement is a summary of the opinions.

Exhibits 8.1 and 8.2

5. In the last sentence of the first paragraph , remove the word “certain” and insert “the
material”.

6. In the second paragraph, delete assumption “ii”.  Revise the opinion to opine on whether the
merger qualifies as a “statutory merger”.

7. Revise each opinion to state the results of the merger qualifyin g as a “reorganization”.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing s include the information the Securities Act of 1933 and
the Securities Exchange Act of 1934, and all Securities Act and Exchange Act rules, in each case
as applicable, require.   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 t hey have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

Keith Rainwater
SCBT Financial Corporation
June 3, 2013
Page 3

  should the Commission or the staff, a cting 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 staff comments and 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 refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as 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.  Please allow
adequate time for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Mike Volley  at (202) 551 -3437  or Amit Pande  at (202) 551 -3423  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Josh Samples  at (202) 551 -3199  or me  at (202) 551 -3491  with any other questions.

Sincerely,

 /s/ Todd Schiffman

Todd Schiffman
Assistant Director

cc. Via E -mail
 Matthew Guest
Wachtell, Lipton, Rosen & Katz