UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~January~~February 2815, 2005

New Commerce BanCorp
(Exact Name of Registrant as Specified in Its Charter)

South Carolina
(State or Other Jurisdiction of Incorporation)


			000-26061			58-2403844
			(Commission File Number)			(IRS Employer Identification No.)


			501 New Commerce Court, Greenville, South Carolina (Address of Principal Executive Offices)				29607 (Zip Code)

(864) 297-6333
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[X ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 17.01 ENTRY INTOREGULATION AFD MATERIAL DEFINITIVE AGREEMENTDISCLOSURE

~~Amendment~~ New Commerce BanCorp is hereby furnishing the unaudited consolidated balance sheets as of December 31, 2004 and 2003 and unaudited consolidated income statements for the years ended December 31, 2004, 2003 and 2002 that were mailed to its shareholders on or about February 15, 2005 along with the proxy statement seeking approval for the Agreement and Plan of Merger Agreement between New Commerce and SCBT Financial Corporation. The financial statements are filed as Exhibit 99.1 to this Current Report on Form 8-K.

OnThe ~~January~~information ~~28,~~in ~~2005,~~Item ~~New~~7.01 ~~Commerce~~and ~~BanCorp,~~Exhibit a99.1 ~~South~~of ~~Carolina~~Item ~~corporation~~9.01 ~~(“New Commerce”)~~is ~~and~~being ~~SCBT Financial Corporation~~furnished, anot ~~South Carolina corporation~~filed. ~~(“SCBT”)~~Accordingly, ~~executed an amendment to~~ the ~~Agreement~~information ~~and~~in ~~Plan~~this ofItem ~~Merger~~7.01 ~~(the “Merger Agreement”) between New Commerce~~ and ~~SCBT,~~Exhibit ~~dated as of December 16, 2004~~99.1 ~~The amendment was effective as~~ of ~~January~~Item ~~20, 2005~~9.01 ~~The~~will ~~amendment~~not ~~to the Merger~~be ~~Agreement~~incorporated ~~revises~~by ~~the~~reference structure to provide that SCBT Interim Corporation, a wholly-owned subsidiary of South Carolina Bank & Trust, N.A. (“SCBT Bank”), a national banking association and a wholly-owned subsidiary of SCBT, will merge with an into ~~New~~any ~~Commerce.~~registration ~~Immediately~~statement ~~thereafter,~~filed ~~New~~by ~~Commerce and~~ New Commerce ~~Bank,~~BanCorp under ~~N.A.,~~the ~~a wholly-owned~~Securities ~~subsidiary~~Act of ~~New~~1933 ~~Commerce,~~unless ~~will~~specifically ~~merge~~identified ~~with~~therein ~~an into SCBT Bank. Except~~ as ~~expressly~~ ~~provided in the amendment, which is attached to this report as Exhibit 2.1 and~~being incorporated ~~herein~~therein by reference~~, the Merger Agreement remains in full force and effect~~.

ProxyITEM Statement9.01. FINANCIAL STATEMENTS AND EXHIBITS

~~New Commerce intends to file a proxy statement with the Securities and Exchange Commission~~ (~~the “SEC”~~c) ~~in connection with the proposed merger of New Commerce with and into~~ ~~SCBT~~ Exhibits: Bank. INVESTORS AND SECURITY HOLDERS OF NEW COMMERCE ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT NEW COMMERCE AND SCBT BANK AND THE MERGER. The ~~proxy~~following ~~statement~~exhibits ~~and~~are ~~other relevant materials (when they become available), and any other documents~~ filed byas ~~New~~a ~~Commerce~~part ~~or SCBT with the SEC, may be obtained free~~ of ~~charge~~this ~~at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by New Commerce by directing a written request to~~report: New Commerce BanCorp, 501 New Commerce Court, Greenville, South Carolina, 29607, Attention: R. Lamar Simpson, Chief Financial Officer. Investors and security holders are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the merger.

~~New~~ Exhibit ~~Commerce and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of New Commerce in connection with the merger~~No. Information about those executive officers and directors and their ownership of New Commerce’s common stock is set forth in the New Commerce Form 10-KSB for the year ended December 31, 2003, which was filed with the SEC on March 25, 2004, and the proxy statement for the New Commerce 2004 Annual Meeting of Shareholders, which was filed with the SEC on March 25, 2004. Investors and security holders may obtain additional information regarding the direct and indirect interests of New Commerce executive officers and directors in the merger by reading the proxy statement regarding the merger when it becomes available. Exhibit

~~ITEM 9~~99.~~01 FINANCIAL~~1 ~~STATEMENTS~~Unaudited ~~AND~~consolidated ~~EXHIBITS~~balance sheets as of December 31, 2004 and 2003 and unaudited consolidated income statements for the years ended December 31, 2004, 2003 and 2002.

~~(c) Exhibits.~~2

The following exhibits are filed as part of this report: SIGNATURES

~~ExhibitNumber Description~~ Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~2.1 Amendment~~NEW ~~No.~~COMMERCE 1,BANCORP ~~effective~~By: as/s/ ~~January~~Frank ~~20,~~W. ~~2005,~~Wingate toName: ~~the~~Frank ~~Agreement~~W. ~~and~~WingateTitle: ~~Plan~~Chief ofExecutive ~~Merger, dated as of December 16, 2004, by and among New Commerce BanCorp and SCBT Financial Corporation.~~Officer

2Dated: February 11, 2005

~~SIGNATURES~~ 3

Pursuant toEXHIBIT the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INDEX

~~NEW~~Exhibit ~~COMMERCE~~Number Description ~~BANCORP By: /s/ R. Lamar Simpson Name: R. Lamar SimpsonTitle: Senior Vice President and Chief Financial Officer~~

~~Dated: January~~99.1 28Unaudited consolidated balance sheets as of December 31, ~~2005~~2004 and 2003 and unaudited consolidated income statements for the years ended December 31, 2004, 2003 and 2002.

UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

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