February 28, 2006


Mail Stop 4567


By U.S. Mail and Facsimile to (843) 529-5929

Susan E. Baham
Executive Vice President and Chief Financial Officer
First Financial Holdings, Inc.
34 Broad Street
Charleston, SC 29401

Re:	First Financial Holdings, Inc.
	Form 10-K for Fiscal Year Ended September 30, 2005
      Filed December 14, 2005
	File No. 000-17122

Dear Ms. Baham:

      We have reviewed your filing and have the following
comments.
We have limited our review to only the issues raised in our
comments.
Where indicated, we think you should revise future filings,
beginning
with your March 31, 2006 Form 10-Q, in response to these comments
and
provide us with a draft of your intended revisions. 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
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements 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 free to call us at the telephone numbers listed
at
the end of this letter.

Note 1 - Summary of Significant Accounting Policies

Loans Receivable and Loans Held for Sale, page 51

1. We note your disclosure on page 52 regarding your accounting
policy for the sale of loans through securitization transactions.
This disclosure, however, does not appear to address your
accounting
policy for whole loan sales.  Please revise future filings to
clarify
that all of your transactions that received sale treatment met the
criteria for such treatment as set forth in paragraph 9 of SFAS
140.
Clearly disclose how you meet each of the three criteria in that
paragraph.

2. Your disclosure on page 5 indicates that you participate in the
Mortgage Partnership Finance (MPF) Program offered by the FHLB of
Atlanta.  Please provide us with the following information with
respect to your involvement in the MPF program, and if material,
revise future filings to include such disclosure:

* Quantify the amount of loans sold to the FHLB of Atlanta during
each of the last three fiscal years;

* Tell us whether you share in the credit risk of those loans sold
to
the FHLB of Atlanta and describe the nature of your risk-sharing
arrangements and any retained interests; and

* Tell us how you recorded any credit enhancements, recourse
provisions or retained interests in your financial statements.

3. Please tell us how you determined that transfers of loans to
the
FHLB of Atlanta met the criteria in paragraph 9 of SFAS 140 for
sale
treatment.

* Specifically explain whether sales of loans to the FHLB of
Atlanta
are accomplished in a two-step transaction (i.e. through the use
of
an intermediary such as a trust.)

* To the extent that loans are transferred directly to the FHLB in
a
one-step transaction, please tell us how you determined that these
assets have been legally isolated in accordance with paragraph
9(a)
of SFAS 140.

* Tell us whether you obtained a legal opinion as evidence that
sale
treatment was appropriate in these circumstances.  If not, tell us
what evidence you obtained to support such sale treatment.


*	*	*

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
cover letter with your response indicating your intent to provide
the
requested disclosures in future filings.  Please provide us drafts
of
your proposed revisions, where applicable, and any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Angela Connell at (202) 551-3426 or me at
(202)
551-3494 if you have questions regarding our comments.


      Sincerely,



      Kevin W. Vaughn
      Accounting Branch Chief


??

??

??

??

Susan E. Baham
First Financial Holdings, Inc.
February 28, 2006
Page 1