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  Nelson

Mullins

Nelson Mullins Riley & Scarborough LLP

Attorneys and Counselors at Law

104 South Main Street / Ninth Floor / Greenville, South Carolina 29601

Tel: 864.250.2300 Fax: 864.250.2349

www.nelsonmullins.com

John M. Jennings

(Admitted in IL & SC)

Tel: 864.250.2207

Fax: 864.250.2349

John.jennings@nelsonmullins.com

November 24, 2008

 VIA FACSIMILE
  Kathryn McHale and Allicia Lam

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-3628

Re:SCBT
Financial Corporation

Revised Pro Forma Financial Statements

Dear
Ms. McHale and Ms. Lam:

        On
behalf of our client SCBT Financial Corporation (the "Company"), please find attached a clean and redline version of the Company's
Revised Pro Forma Financial Statements relating to the Company's potential participation in the U.S. Treasury's Capital Purchase Program.

        The
Company acknowledges that:

•the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•staff comments or changes to disclosure in response 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.

        If
you have any questions or comments related to this filing, please contact John M. Jennings, of Nelson Mullins Riley & Scarborough, LLP at
(864) 250-2207 and fax (864) 250-2349. Please copy Richard C. Mathis, Executive Vice President and Chief Risk Officer of SCBT Financial Corp., at fax
(803) 765-4627 or Rick.Mathis@scbtonline.com on any written comments.

Very truly yours,

/s/ JOHN M. JENNINGS

  John M. Jennings

cc:Richard
C. Mathis, Executive Vice President and Chief Risk Officer of SCBT Financial Corp.

Atlanta · Boston · Charleston · Charlotte · Columbia · Greenville · Myrtle Beach
· Raleigh · Washington, DC · Winston-Salem

 SCBT FINANCIAL CORPORATION AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

MINIMUM SCENARIO ($21.6 MILLION)
  (Dollars in thousands)

September 30, 2008

Balance Sheet Data:

Actual

Adjustments

for Common

Stock Raise

Pro Forma

w/ Common

Stock Raise

October 28,

2008

Adjustments

for

$21.6 Million

Sold to

Treasury

Pro Forma

w/ Common

Stock Raise

and

$21.6 Million

Sold to

Treasury

  ASSETS

 Cash and cash equivalents

$
80,137

$

$
80,137

$
—

$
80,137

 Investment securities

238,961

—

238,961

21,600
(3)

260,561

 Loans held for sale

11,419

—

11,419

—

11,419

 Loans, net

2,250,527

—

2,250,527

—

2,250,527

 Other assets

185,701

—

185,701

—

185,701

 Total assets

$
2,766,745

$

$
2,766,745

$
21,600

$
2,788,345

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Deposits

$
2,138,727

$
—

$
2,138,727

$
—

$
2,138,727

 Borrowings

397,066

(26,780
)(1)

370,286

—

370,286

 Other liabilities

11,365

—

11,365

—

11,365

 Total liabilities

2,547,158

(26,780
)

2,520,378

—

2,520,378

 Shareholders' equity:

 Preferred stock

—

—

—

21,600
(3), (4), (5)

21,600

 Common stock

25,564

2,525
(1)

28,089

—

28,089

 Warrants

—

—

—

1,441
(3), (5)

1,441

 Discount on preferred

—

—

—

(1,441
)(6)

(1,441
)

 Surplus

141,911

24,255
(1)

166,166

166,166

 Retained earnings

57,534

57,534

—

57,534

 Accumulated other comprehensive loss

(5,422
)

—

(5,422
)

—

(5,422
)

 Total shareholders' equity

219,587

26,780

246,367

21,600

267,967

 Total liabilities and shareholders' equity

$
2,766,745

$
—

$
2,766,745

$
21,600

$
2,788,345

 Common shares issued and outstanding

10,225,776

1,010,000
(1)

11,235,776

—

11,235,776

Assumptions:

(1)Net proceeds of $26.8 million from issuance of 1,010,000 shares of common stock on October 28, 2008,
which is $28.3 million less $1.5 million in issuance costs. Assumed these proceeds were used to pay down federal funds purchased.

(2)The
pro forma financial information reflects the issuance of a minimum $21.6 million of SCBT Financial Corporation Senior Preferred Shares.
Investment securities includes the proceeds reinvested in mortgage-backed securities with a rate of return of approximately 5.5%. Warrants include the book value as determined by applying the relative
fair market value percentages to the amount of TARP capital raised.

(3)The
fair value of the warrants is determined under a Black-Scholes option pricing model. The model includes assumptions regarding SCBT's common stock price,
dividend yield, expected stock price volatility, as well as assumptions regarding the expected life of the warrant and the risk-free interest rate.

(4)The
carrying values of the preferred stock and warrants are based on their estimated relative fair values at issue date.

(5)The
discount on the preferred stock is accreted over a five year period via the effective yield method.

14

  SCBT FINANCIAL CORPORATION AND SUBSIDIARIES
  PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
  MAXIMUM SCENARIO ($64.8 MILLION)
  (Dollars in thousands)

September 30, 2008

Balance Sheet Data:

Actual

Adjustments

for Common

Stock Raise

Pro Forma

w/ Common

Stock Raise

October 28,

2008

Adjustments

for

$64.8 Million

Sold to

Treasury

Pro Forma

w/ Common

Stock Raise

and

$64.8 Million

Sold to

Treasury

  ASSETS

 Cash and cash equivalents

$
80,137

$

$
80,137

$
—

$
80,137

 Investment securities

238,961

—

238,961

64,800
(3)

303,761

 Loans held for sale

11,419

—

11,419

—

11,419

 Loans, net

2,250,527

—

2,250,527

—

2,250,527

 Other assets

185,701

—

185,701

—

185,701

 Total assets

$
2,766,745

$

$
2,766,745

$
64,800

$
2,831,545

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Deposits

$
2,138,727

$
—

$
2,138,727

$
—

$
2,138,727

 Borrowings

397,066

(26,780
)(1)

370,286

—

370,286

 Other liabilities

11,365

—

11,365

—

11,365

 Total liabilities

2,547,158

(26,780
)

2,520,378

—

2,520,378

 Shareholders' equity:

 Preferred stock

—

—

—

64,800
(3), (4), (5)

64,800

 Common stock

25,564

2,525
(1)

28,089

—

28,089

 Warrants

—

—

—

4,324
(3), (5)

4,324

 Discount on preferred

—

—

—

(4,324
)(6)

(4,324
)

 Surplus

141,911

24,255
(1)

166,166

166,166

 Retained earnings

57,534

57,534

—

57,534

 Accumulated other comprehensive loss

(5,422
)

—

(5,422
)

—

(5,422
)

 Total shareholders' equity

219,587

26,780

246,367

64,800

311,167

 Total liabilities and shareholders' equity

$
2,766,745

$

$
2,766,745

$
64,800

$
2,831,545

 Common shares issued and outstanding

10,225,776

1,010,000
(1)

11,235,776

—

11,235,776

Assumptions:

(1)Net proceeds of $26.8 million from issuance of 1,010,000 shares of common stock on October 28, 2008,
which is $28.3 million less $1.5 million in issuance costs. Assumed these proceeds were used to pay down federal funds purchased.

(2)The
pro forma financial information reflects the issuance of a maximum $64.8 million of SCBT Financial Corporation Senior Preferred Shares.
Investment securities includes the proceeds reinvested in mortgage-backed securities with a rate of return of approximately 5.5%. Warrants include the book value as determined by applying the relative
fair market value percentages to the amount of TARP capital raised.

(3)The
fair value of the warrants is determined under a Black-Scholes option pricing model. The model includes assumptions regarding SCBT's common stock price,
dividend yield, expected stock price volatility, as well as assumptions regarding the expected life of the warrant and the risk-free interest rate.

(4)The
carrying values of the preferred stock and warrants are based on their estimated relative fair values at issue date.

(5)The
discount on the preferred stock is accreted over a five year period via the effective yield method.

15

 SCBT FINANCIAL CORPORATION AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

MINIMUM SCENARIO ($21.6 MILLION)
  (Dollars in thousands, except per share data)

For the Nine Months Ended September 30, 2008

Income Statement Data:

Actual

Adjustments

for Common

Stock Raise

Pro Forma

w/ Common

Stock Raise

October 28,

2008

Adjustments

for

$21.6 Million

Sold to

Treasury

Pro Forma

w/ Common

Stock Raise

and

$21.6 Million

Sold to

Treasury

  Total interest income

$
117,981

$
—

$
117,981

$
891
(3)
$
118,872

 Total interest expense

46,848

(455
)(2)

46,393

—

46,393

 Net interest income

71,133

455

71,588

891

72,479

 Provision for loan losses

6,362

—

6,362

—

6,362

 Net interest income after provision for loan losses

64,771

455

65,226

891

66,117

 Total noninterest income

12,939

—

12,939

—

12,939

 Total noninterest expense

58,920

—

58,920

—

58,920

 Income before provision for income taxes

18,790

455

19,245

891

20,136

 Provision for income taxes

6,554

159
(2)

6,713

311
(3)

7,024

 Net income

$
12,236

$
296

$
12,532

$
580

$
13,112

 Effective dividend on preferred stock

—

—

—

987

987

 Net income available to common shareholders

$
12,236

$
296

$
12,532

$
(407
)
$
12,125

 Selected Financial Ratios:

 Earnings per share:

 Basic

$
1.21

$
(0.08
)
$
1.13

$
(0.04
)
$
1.09

 Diluted

$
1.19

$
(0.08
)
$
1.11

$
(0.03
)
$
1.08

 Average basic shares outstanding

10,111

1,010

11,121

—

11,121

 Average diluted shares outstanding(4)

10,252

1,010

11,262

2

11,264

 Return on average equity—annualized

7.41
%

6.76
%

6.51
%

Assumptions:

(1)The income statement data gives effect to the equity proceeds at the beginning of the period.

(2)The
pay down of federal funds would have reduced the interest expense for 2008 by $296,000 net of $159,000 income tax effect.

(3)The
funds received from the preferred stock issue are assumed to be initially invested in mortgage-backed securities, earning a rate of return of
approximately 5.5%. An incremental tax rate of 34.88% (based on the effective tax rate at September 30, 2008) was assumed in pro forma provision for income taxes. Subsequent redeployment of the
funds is anticipated but the timing of such redeployment is uncertain.

(4)The
pro forma average diluted shares outstanding includes the estimated effect of the exercise of the warrants and are accounted for under the treasury
stock method. All warrants are assumed to be in-the-money at the end of the period. The pro forma average diluted shares outstanding assume that the common stock raised was
issued and outstanding each day during the income statement reporting period.

(5)The
issuance costs expected to be incurred are immaterial; therfore, no effect was given to the pro forma.
16

  SCBT FINANCIAL CORPORATION AND SUBSIDIARIES
  PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
  MAXIMUM SCENARIO ($64.8 MILLION)
  (Dollars in thousands, except per
  share data)

For the Nine Months Ended September 30, 2008

Income Statement Data:

Actual

Adjustments

for Common

Stock Raise

Pro Forma

w/ Common

Stock Raise

October 28,

2008

Adjustments

for

$64.8 Million

Sold to

Treasury

Pro Forma

w/ Common

Stock Raise

and

$64.8 Million

Sold to

Treasury

  Total interest income

$
117,981

$
—

$
117,981

$
2,673
(3)
$
120,654

 Total interest expense

46,848

(455
)(2)

46,393

—

46,393

 Net interest income

71,133

455

71,588

2,673

74,261

 Provision for loan losses

6,362

—

6,362

—

6,362

 Net interest income after provision for loan losses

64,771

455

65,226

2,673

67,899

 Total noninterest income

12,939

—

12,939

—

12,939

 Total noninterest expense

58,920

—

58,920

—

58,920

 Income before provision for income taxes

18,790

455

19,245

2,673

21,918

 Provision for income taxes

6,554

159
(2)

6,713

932
(3)

7,645

 Net income

$
12,236

$
296

$
12,532

$
1,741

$
14,273

 Effective dividend on preferred stock

—

—

—

2,960

2,960

 Net income available to common shareholders

$
12,236

$
296

$
12,532

$
(1,219
)
$
11,313

 Selected Financial Ratios:

 Earnings per share:

 Basic

$
1.21

$
(0.08
)
$
1.13

$
(0.11
)
$
1.02

 Diluted

$
1.19

$
(0.08
)
$
1.11

$
(0.11
)
$
1.00

 Average basic shares outstanding

10,111

1,010

11,121

—

11,121

 Average diluted shares outstanding(4)

10,252

1,010

11,262

5

11,267

 Return on average equity—annualized

7.41
%

6.76
%

6.11
%

Assumptions:

(1)The income statement data gives effect to the equity proceeds at the beginning of the period.

(2)The
pay down of federal funds would have reduced the interest expense for 2008 by $296,000 net of $159,000 income tax effect.

(3)The
funds received from the preferred stock issue are assumed to be initially invested in mortgage-backed securities, earning a rate of return of
approximately 5.5%. An incremental tax rate of 34.88% (based on the effective tax rate at September 30, 2008) was assumed in pro forma provision for income taxes. Subsequent redeployment of the
funds is anticipated but the timing of such redeployment is uncertain.

(4)The
pro forma average diluted shares outstanding includes the estimated effect of the exercise of the warrants and are accounted for under the treasury
stock method. All warrants are assumed to be in-the-money at the end of the period. The pro forma average diluted shares outstanding assume that the common stock raised was
issued and outstanding each day during the income statement reporting period.

(5)The
issuance costs expected to be incurred are immaterial; therfore, no effect was given to the pro forma.
17

 SCBT FINANCIAL CORPORATION AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

MINIMUM SCENARIO ($21.6 MILLION)
  (Dollars in thousands, except per share data)

For the Year Ended December 31, 2007

Income Statement Data:

Actual

Adjustments

for Common

Stock Raise

Pro Forma

w/ Common

Stock Raise

October 28,

2008

Adjustments

for

$21.6 Million

Sold to

Treasury

Pro Forma

w/ Common

Stock Raise

and

$21.6 Million

Sold to

Treasury

  Total interest income

$
149,199

$
—

$
149,199

$
1,188
(3)
$
150,387

 Total interest expense

68,522

(1,178
)(2)

67,344

—

67,344

 Net interest income

80,677

1,178

81,855

1,188

83,043

 Provision for loan losses

4,384

—

4,384

—

4,384

 Net interest income after provision for loan losses

76,293

1,178

77,471

1,188

78,659

 Total noninterest income

29,759

—

29,759

—

29,759

 Total noninterest expense

73,802

—

73,802

—

73,802

 Income before provision for income taxes

32,250

1,178

33,428

1,188

34,616

 Provision for income taxes

10,685

412
(2)

11,097

414
(3)

11,511

 Net income

$
21,565

$
766

$
22,331

$
774

$
23,105

 Effective dividend on preferred stock

—

—

—

1,316

1,316

 Net income available to common shareholders

$
21,565

$
766

$
22,331

$
(542
)
$
21,789

 Selected Financial Ratios:

 Earnings per share:

 Basic

$
2.33

$
(0.16
)
$
2.17

$
(0.05
)
$
2.12

 Diluted

$
2.32

$
(0.16
)
$
2.16

$
(0.05
)
$
2.11

 Average basic shares outstanding

9,275

1,010

10,285

—

10,285

 Average diluted shares outstanding(4)

9,305

1,010

10,315

9

10,324

 Return on average equity—annualized

12.42
%

11.14
%

10.40
%

Assumptions:

(1)The income statement data gives effect to the equity proceeds at the beginning of the period.

(2)The
pay down of federal funds would have reduced the interest expense for 2007 by $766,000 net of $412,000 income tax effect.

(3)The
funds received from the preferred stock issue are assumed to be initially invested in mortgage-backed securities, earning a rate of return of
approximately 5.5%. An incremental tax rate of 34.88% (based on the effective tax rate at September 30, 2008) was assumed in pro forma provision for income taxes. Subsequent redeployment of the
funds is anticipated but the timing of such redepl