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CORRESP
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Correspondance

[COMPANY LETTERHEAD]

December 15, 2004

Office of EDGAR and Information Analysis

Division of Corporation Finance

Securities and Exchange Commission

450 5th Street NW

Washington, DC 20549

    RE:

    Continuing hardship exemption request

    Sea Pines Associates, Inc.

    Schedule 13E-3

    File No. 05-56415

    Preliminary Proxy Statement on Schedule 14A

    File No. 0-17517

Ladies and Gentlemen:

     Sea Pines Associates, Inc. (“Sea Pines”) hereby requests a continuing hardship exemption
pursuant to 17 C.F.R. § 232.202 to file in paper format certain exhibits accompanying a Schedule
13E-3 filed in connection with a proposed merger involving Sea Pines.

     Sea Pines has filed a preliminary proxy statement and a Schedule 13E-3 in connection with the
proposed merger. The exhibits for which this request is being made are three real estate
appraisals that are mentioned in the “Special Factors—Background of the Merger” section of the
proxy statement as having been reviewed by a consultant hired by Sea Pines (a copy of the relevant
page of the proxy statement, on which the sentence mentioning the appraisals is underlined, is
enclosed with this letter). Sea Pines has determined that it will file the appraisals as exhibits
to the Schedule 13E-3. The three appraisals total over 750 pages, many of which consist of copies
of public records of which electronic versions are unavailable.

     Sea Pines is a relatively small public company and does not have in-house staff who are
trained in converting paper documents to electronic format for filing on EDGAR. Sea Pines uses
service bureaus to make its EDGAR filings and has obtained estimates of the cost of converting the
three appraisals to electronic format, the lowest of which is $10,000. Sea Pines has no
unrestricted cash on hand and will have to borrow the entire amount of the document conversion
cost. For this reason, Sea Pines believes that it cannot file the appraisals in electronic format
without undue expense, and requests that you grant a continuing hardship allowing Sea Pines to file
the appraisals as exhibits to the Schedule 13E-3 in paper format.

Office of EDGAR and Information Analysis

December 15, 2004

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     If there is any additional information that you require with respect to your review of this
request, please call our counsel, John W. Currie of McNair Law Firm, P.A., at (803) 376-2272.

Sincerely,

/s/ Michael E. Lawrence

Michael E. Lawrence

Chief Executive Officer

JCS/

Enclosure

    •

    to identify the fair market value of Sea Pines as an
ongoing business;

    •

    to identify and assess the potential impact of economic
and geopolitical events on Sea Pines’ fair market value;

    •

    to determine the fair market value of the undeveloped
parcels of land owned by Sea Pines;

    •

    to evaluate the net effect the sale of the undeveloped
parcels would have on the market value of other Sea Pines assets;

    •

    to determine the break-up value of Sea Pines if assets
were to be sold individually or in logically-related groups; and

    •

    to identify potential purchasers of selective clusters
of Sea Pines-owned assets or, alternatively, Sea Pines in its
entirety.

     PKF Consulting was paid a fee of $100,000 plus reimbursable expenses
totaling $6,720 for the completion of its report. The payment terms included
an advance retainer of $60,000 upon execution of the consulting contract and
payment of the balance of the professional fee and expenses upon acceptance of
the final report by the board of directors. There were no instructions to or
limitations placed upon PKF Consulting in the completion of its consulting
assignment.

     In connection with its report, PKF Consulting met with representatives of
Sea Pines and interviewed other business leaders in the community. PKF
Consulting also analyzed the leisure group visitation patterns on Hilton Head
Island and the past five years of historical operating performance of each
business unit within Sea Pines. PKF Consulting reviewed all pertinent leases
affiliated with Sea Pines and also reviewed recent appraisals of several
properties owned by Sea Pines and five developable tracts of land within Sea
Pines Plantation. In addition, PKF Consulting developed estimates of the
enterprise value of Sea Pines through a sensitivity analysis. For the
sensitivity analysis, PKF Consulting analyzed five different scenarios
allocating different multi-family density units, mixed use and
commercial/retail developments to various Sea Pines properties which produced
estimated enterprise values ranging from $99.7 million to $103.1 million. PKF
Consulting conducted its evaluation during the month of October 2003, using
financial operating information as of August 31, 2003 and an interim balance
sheet as at September 20, 2003.

     PKF Consulting delivered its findings on the above issues at a meeting of
the special committee on November 19, 2003. PKF Consulting reported that the potential
fair market value of Sea Pines was approximately $103,070,000, if the assets of
Sea Pines were sold individually at an imputed highest and best use, and based
on stabilized income. PKF Consulting advised that this figure could be as much as 20%
lower if Sea Pines were sold to a single buyer as an ongoing
business. PKF Consulting advised that a single buyer would typically apply some level of discount when
purchasing all of Sea Pines’ assets and assuming all of its liabilities.
Therefore, it is possible that a single buyer would pay a price in the range of
$82,500,000 to $103,070,000 for Sea Pines as an ongoing

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