UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 OR 15(d) ~~OF THE~~of ~~SECURITIES~~The ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report (Date of earliest event reported): ~~August~~January 59, ~~2003~~2004

~~SEA~~Sea ~~PINES~~Pines ~~ASSOCIATES~~Associates, ~~INC~~Inc.

South Carolina		0-17517		57-0845789
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

32 Greenwood Drive Hilton Head Island, South Carolina, 29928 (843) 785-3333 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)


South Carolina	0-17517	57-0845789

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

N/A (Former name or former address, if changed since last report)


32 Greenwood Drive, Hilton Head Island, South Carolina		29928

(Address of principal executive offices)		(Zip Code)

~~Item 5.~~Registrant’s ~~Other~~telephone ~~Events.~~number, including area code: (843) 785-3333

~~Sea~~Not ~~Pines Associates, Inc. (the “Company”) has entered into a Second Amended~~applicable ~~and Restated Rights Agreement, dated as of August 5, 2003, with Wachovia Bank,~~ N.A. as rights agent, which amends and restates in its entirety the Rights Agreement dated as of August 23, 1993, amended and restated by the First Amended and Restated Rights Agreement dated as of July 20, 1999 and amended by the First Amendment to First Amended and Restated Rights Agreement dated December 13, 1999, which was scheduled to expire in accordance with its terms on August 23, 2003 (as amended and restated, the “Rights Agreement”). Among other things, the Second Amended and Restated Rights Agreement deletes the requirement in the original Rights Agreement that “continuing directors” approve any redemption of the rights following a proxy or consent solicitation in certain situations and extends the Rights Agreement for an additional ten-year term expiring August 5, 2013.

~~The~~(Former ~~foregoing~~name ~~description~~or offormer ~~the amendment to the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Second Amended and Restated Rights Agreement~~address, ~~dated~~if aschanged ~~of August 5,~~since ~~2003, between~~last ~~the Company and Wachovia Bank, as rights agent, a copy of which is~~report) ~~attached hereto as Exhibit 4.1, which is incorporated by reference herein.~~

Item 7. Financial Statements and Exhibits.

(c)

Exhibits.

	4.1		Second Amended and Restated Rights Agreement, dated as of August 5, 2003, between Sea Pines Associates, Inc. and Wachovia Bank, N.A., as Rights Agent, which includes as Exhibit A the Terms of the Series B Junior Cumulative Preferred Shares and as Exhibit B the Form of Right Certificate (incorporated by reference to Exhibit 1.1 to Sea Pines Associates, Inc.’s Registration Statement on Form 8-A, dated August 5, 2003).
	99.1		Press Release of Sea Pines Associates, Inc. issued August 5, 2003.

Newsletter to shareholders

~~SIGNATURE~~Item 12. Results of Operations and Financial Condition.

~~Pursuant~~ On toJanuary 9, ~~the~~2004, ~~requirements of~~ the ~~Signature~~registrant ~~Exchange~~distributed ~~Act~~to ofits ~~1934,~~shareholders ~~the~~a ~~registrant~~newsletter ~~has~~containing ~~duly~~information ~~caused~~regarding ~~this~~the ~~report~~registrant’s toresults beof operations ~~signed~~and onfinancial ~~its~~condition. ~~behalf~~A bycopy of the ~~undersigned,~~ ~~hereunto~~newsletter ~~duly~~is ~~authorized~~attached as Exhibit 99.1.

		SEA PINES ASSOCIATES, INC.
		By:	/s/ Michael E. Lawrence Michael E. Lawrence President and Chief Executive Officer
Dated:	August 5, 2003

SIGNATURES

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.


		Sea Pines Associates, Inc.

		(Registrant)

Date	January 9, 2004	/s/ Michael E. Lawrence

		Michael E. Lawrence, Chief Executive Officer

EXHIBIT INDEX


Number

99.1		Newsletter to shareholders of the registrant

Description of Exhibit

Second Amended and Restated Rights Agreement, dated as of August 5, 2003, between Sea Pines Associates, Inc. and Wachovia Bank, N.A., as Rights Agent, which includes as Exhibit A the Terms of the Series B Junior Cumulative Preferred Shares and as Exhibit B the Form of Right Certificate (incorporated by reference to Exhibit 1.1 to Sea Pines Associates, Inc.’s Registration Statement on Form 8-A, dated August 5, 2003).

Press Release of Sea Pines Associates, Inc. issued August 5, 2003.

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