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SEA PINES ASSOCIATES, INC.

[Sea Pines Associates, Inc. letterhead]

December 9, 2004

Paul Fischer

Staff Attorney

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    RE:

    Sea Pines Associates, Inc.

    Schedule 13E-3 filed October 21, 2004

    File No. 05-56415

    Preliminary Proxy Statement on Schedule 14A filed October 21, 2004

    File No. 0-17517

Dear Mr. Fischer:

          This letter responds to the comments of the staff of the Securities and
Exchange Commission communicated by letter (the “Comment Letter”) dated
November 19, 2004 to me with respect to the above-referenced Schedule 13E-3 and
Schedule 14A of Sea Pines Associates, Inc. For your convenience, the headings
and paragraph numbers in our letter correspond to the headings and paragraph
numbers in the Comment Letter. Except as otherwise specified, page numbers
noted below are in the revised preliminary proxy statement filed by Sea Pines
Associates, Inc. on December 9, 2004.

Schedule 13E-3

    1.

    Please advise us why you believe that William H. Goodwin, Jr. and the
executive officers and directors of Sea Pines who will continue to serve
in their positions with the merged entity should not be added as filing
persons on the Schedule 13E-3, as these affiliates appear to be engaged in
the going private transaction. Otherwise, these persons should be
individually included as filing persons on the Schedule 13E-3. For help in
making this determination, please review Section II.D.3 of our Current
Issues Outline, publicly available at our website at www.sec.gov.

    William H. Goodwin, Jr. has been added as a filing person on the Schedule
13E-3.

          Sea Pines does not believe that any of its executive officers or directors
should be added as filing persons on the Schedule 13E-3, as it does not believe
that they are engaged in the

Mr. Paul Fischer

December 9, 2004

Page 2

proposed transaction. We note that Section II.D.3 of the Division of
Corporation Finance’s Current Issues Outline makes the following statement in
connection with the staff’s position that members of senior management of an
issuer that will be going private are required to file a Schedule 13E-3 where
the transaction will be effected through merger of the issuer into the
purchaser or that purchaser’s acquisition subsidiary:

    An important aspect of the staff’s analysis was the fact that the
issuer’s management ultimately would hold a material amount of the
surviving company’s outstanding equity securities, occupy seats on
the board of this company in addition to senior management
positions, and otherwise be in a position to “control” the
surviving company within the meaning of Exchange Act Rule 12b-2
(i.e., “possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract,
or otherwise.”).

          In this transaction, none of Sea Pines’ executive officers or directors
will hold any of the surviving company’s outstanding equity securities, occupy
a seat on the board of the surviving company, or otherwise be in a position to
control the surviving company within the meaning of Exchange Act
Rule 12b-2 or otherwise. No agreements with respect to the continuation of employment of any of Sea
Pines’ management were negotiated in connection with the proposed transaction.

    2.

    Please note that each filing person must individually comply with the
filing, dissemination and disclosure requirements of Schedule 13E-3.
Therefore, you will need to revise the disclosure to include all of the
information required by Schedule 13E-3 and its instructions for any filing
persons added in response to the preceding comment. In addition, RG
Subsidiary must provide all of the disclosure required by Schedule 13E-3
since you have included it as a filing person. For example, include a
statement in the proxy materials as to whether each filing person believes
the Rule 13e-3 transaction to be substantively and procedurally fair to
Sea Pines’ unaffiliated security holders and an analysis of the material
factors upon which each filing person relied in reaching such a
conclusion. See Item 8 of Schedule 13E-3, Item 1014 of Regulation M-A and
Question & Answer No. 5 of Exchange Act Release No. 34-17719 (April 13,
1981).

          We have revised the proxy statement to provide information required by
Schedule 13E-3 for each filing person.

    3.

    We note your extensive disclosure on page 3 discussing why you do not
believe Riverstone is an affiliate of Sea Pines within the meaning of Rule
13e-3 under Section 13(e) of the Exchange Act, despite the fact that you
have filed a Schedule 13E-3 in connection with the proposed transaction.
Given Riverstone’s ownership of 26.6% of Sea Pines common stock,
Riverstone’ s ability to block any merger, and Greenhill and Co.’s advice
to the board that the pursuit of an alternative transaction would not be
productive

Mr. Paul Fischer

December 9, 2004

Page 3

    given Riverstone’s ability to block any alternative transaction, the
inclusion of this disclosure does not appear appropriate. Please revise
to remove it.

          We have revised the disclosure. See the introduction on page 3 of the
amended Schedule 13E-3.

    4.

    Please note that each and every report, opinion, consultation, proposal,
or presentation, whether written or oral, received by the company or any
affiliates from any third party and materially related to this offer
constitutes a separate Item 1015 report that must be described in detail
in the proxy statement. This requirement includes final and preliminary
reports. In addition, you must file any written materials as exhibits
pursuant to Item 9 of Schedule 13E-3 and Item 1016(c) of Regulation M-A.
This includes, for example, any written documentation furnished in
connection with an oral presentation, such as analyses, talking papers,
drafts, summaries, outlines, etc. For instance, file the following items
as exhibits to the Schedule 13E-3 or advise us why they are not materially
related to the Rule 13e-3 transaction:

    •

    any additional written materials provided in connection with
PKF Consulting’s evaluation in 2003 and Greenhill & Co.’s advice
throughout 2004;

          No additional written materials were provided in connection with PKF
Consulting’s evaluation in 2003. We have filed as Exhibit (c)(4) to the
amended Schedule 13E-3 written materials accompanying a presentation made by
Greenhill & Co. to Sea Pines’ board of directors on April 19, 2004 and
described under “Background of the Merger.” While we have filed those
materials, Greenhill & Co. has advised the Company that it does not believe
that Item 1015 of Reg. M-A requires the filing of those materials because the
presentation that Greenhill & Co. made to the board of directors on April 19
was not a “report” on the “transaction” – it was a report that Greenhill & Co.
gave to the board prior to the time that a transaction had emerged.

    •

    the analyses related to Sea Pines’ tax situation prepared by
Ernst & Young during April 2004, as referenced in the opinion letter
filed as Annex B to the proxy statement; and

          The analyses referred to consisted of Microsoft Excel spreadsheets
developed by Ernst & Young in collaboration with Greenhill & Co. for Greenhill
& Co.’s use in modeling alternative asset sale, stock sale, and stock-and-asset
sale scenarios. Sea Pines did not independently use the spreadsheets.

    •

    the “recent appraisals of several properties” as referenced
in the second full paragraph on page 17.

Mr. Paul Fischer

December 9, 2004

Page 4

          We
intend to file the appraisals as Exhibits
(c)(5), (c)(6) and (c)(7) to the Schedule 13E-3 and are
preparing an application for a continuing hardship exemption to file
those exhibits in paper format.

Item 16. Exhibits

    5.

    We note that you have included the opinion of Greenhill & Company dated
as of July 27, 2004. Please advise us supplementally whether you will
receive an updated fairness opinion. If so, please keep in mind that you
will need to revise your proxy materials to provide a summary of any
updated fairness opinions or valuations and file any corresponding written
materials as exhibits to the Schedule 13E-3. If not, revise the section
relating to the board’s recommendation to discuss how the date of
Greenhill & Co.’s analysis impacted the board’s decision to rely on the
advisor’s opinion, if at all.

          As disclosed in the penultimate paragraph on the first page of the proxy
statement’s cover letter, in “Opinion of Financial Advisor” on page 4, in the
second paragraph of “Opinion of Financial Advisor to Sea Pines” on page 27, in
the first full paragraph on page 29, and in Section 1.9(a)(v) of the merger
agreement attached as Annex A to the proxy statement, Sea Pines’ board of
directors expects to receive a letter from Greenhill & Co. affirming its July
27, 2004 fairness opinion immediately before the proxy statement is sent to Sea
Pines’ shareholders. When the letter is received, we will add a statement to
that effect in the definitive proxy statement and add the letter as an annex to
the proxy statement.

    6.

    If a written opinion was prepared by legal counsel at a filing person’s
request and communicated to the filing person pertaining to the tax
consequences of the transaction, file the tax opinion pursuant to Item
1016(h) of Regulation M-A. If a tax opinion will be filed, summarize it in
the proxy statement, clearly stating that the disclosure is a summary of
tax counsel’s opinion and disclose that the opinion is filed as an exhibit
to your Schedule 13E-3.

    No written opinion was requested or prepared.

Schedule 14A

    7.

    Please revise the structure of your proxy statement so that all of the
disclosure required by Items 7, 8 and 9 of Schedule 13E-3 appears in a
“Special Factors” section at the beginning of the proxy statement,
immediately following the Summary. Refer to Rule 13e-3(e)(1)(ii).

          We have revised the structure of the proxy statement as requested so that
all of the disclosure required by Items 7, 8 and 9 of Schedule 13E-3 appears in
a “Special Factors” section at the beginning of the proxy statement,
immediately following the Summary.

Mr. Paul Fischer

December 9, 2004

Page 5

Questions and Answers about the Merger, page v

    8.

    Under “What vote is required to approve the merger agreement?”, disclose
the total percentage of shares held by Riverstone, directors and members
of Sea Pine’s management that will be voted in favor of the merger
agreement, and indicate the remaining percentage of shareholder vote
needed to approve the merger.

    We have revised that paragraph. See page v.

Summary Term Sheet, page 1

    9.

    Please revise your introductory paragraph to confirm that you have
included disclosure with respect to the most material terms of the
proposed transaction. Refer to Item 1001 of Regulation M-A.

          We have revised the introductory paragraph under the “Summary Term Sheet”
heading. See page 1.

    10.

    In the Q&A section or the Summary Term Sheet, include a statement
regarding the determination of each filing person as to the fairness of
the transaction to the unaffiliated shareholders.

          We have provided the requested disclosure in the Summary Term Sheet. See
the disclosure under the heading “Position of Riverstone, Merger Sub and
William H. Goodwin, Jr. as to the Fairness of the Merger” on page 5.

Interests of Certain Persons in the Merger, page 2

    11.

    Expand the disclosure to clarify and quantify all conflicts of interest
to provide unaffiliated shareholders with more meaningful disclosure.
Briefly summarize all interests of insiders that are separate and distinct
from the interests of common shareholders generally, including employment
agreements, board positions and fees, committee fees, etc. Also ensure
that you provide full disclosure in the body of the document.

          We have added disclosures relating to the compensation of Sea Pines’
directors. See pages 3 and 36. We are aware of no other conflicts of
interest.

Fairness of the Merger, page 3

    12.

    Generally, the fairness discussion should only address fairness to
unaffiliated shareholders. See Item 1014(a) of Regulation M-A and Question
and Answer No. 19 in

Mr. Paul Fischer

December 9, 2004

Page 6

    Exchange Act Release No. 34-17719. As a result, revise your disclosure
to discuss fairness to unaffiliated shareholders rather than fairness to
common stockholders generally, which presumably includes officers,
directors and other affiliates, or explain to us why such disclosure is
unnecessary. Please revise here and throughout your document. In
addition, it is unclear why the belief that Riverstone has a deep
understanding of your character supports the fairness determination.
Revise accordingly.

          We
have revised “SUMMARY TERM SHEET — Fairness of the Merger” on page 3, “SPECIAL FACTORS — Reasons for Recommendation of the Board of Directors”
beginning on page 22 and “SPECIAL FACTORS — Position of
Riverstone, Merger Sub and William H. Goodwin, Jr. as to the Fairness
of the Merger” beginning on page 35.

    13.

    Please revise to indicate whether the Board considered any negative
factors when determining the fairness of the merger. If so, please revise
its fairness determination on page 24 to have one list of factors favoring
the transaction, and a separate list of factors not supporting the
transaction. If it failed to consider any negative aspects of the
transaction, then disclose that fact.

          We have revised “SUMMARY TERM SHEET — Fairness of the Merger” on page 3
and “SPECIAL FACTORS — Reasons for Recommendation of the Board of Directors”
beginning on page 22.

Merger Financing and Guarantee, page 4

    14.

    Please revise to indicate the total amount of debt Riverstone will assume
on completion of the merger and the related transactions. Also, indicate
whether Riverstone will be required to pay off any debt upon completion of
the merger. If so, revise to indicate the total amount and the source of
those funds.

          Riverstone
will not assume any debt on completion of the merger. The merger
agreement does not require any debt to be paid off upon the completion of the merger other than
the redemption of the Series A preferred shares and the payment of the
debenture already disclosed in that paragraph.

Disclosure Regarding Forward-Looking Statements, page 8

    15.

    Section 27A of the Securities Act and Section 21E of the Exchange Act
specifically exclude from the safe harbor statements made by an issuer in
connection with a going-private transaction. Please revise to delete the
reference to the safe harbor provisions.

    We have deleted the references. See page 11.

    Mr. Paul Fischer

December 9, 2004

Page 7

Required Vote, page 12

    16.

    Please revise to clarify that the structuring of the vote does not by
itself ensure fairness to the unaffiliated shareholders.

    We have added a sentence to that effect at the end of the section on page 44.

Action to be Taken at the Special Meeting, page 13

    17.

    The use of discretionary voting authority to postpone or adjourn the
meeting to solicit additional proxies is a substantive proposal for which
proxies must be independently solicited. See Rule 14a-4. As a result,
provide another voting box on the proxy card so that shareholders may
decide whether to grant a proxy to vote in favor of postponement or
adjournment for the solicitation of additional proxies. Please note that
your undertaking to refrain from exercising discretionary authority to use
proxies voting against the merger proposal is not sufficient.

    We have revised the prox