SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
  CORPORATION FINANCE

April 7, 2020

Carissa L. Rodeheaver
Chairman of the Board, President and CEO
First United Corporation
19 S Second Street
Oakland,  MD 21550

 Re: First United Corporation
PRE R14A filed by First United Corporation
Filed April 7 , 2020
  File No.  000-14237

Dear Ms. Rodeheaver :

We have reviewed the above -captioned filing, and have the following comments.  Some
of our comments may ask for additional information so we may be tter understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your facts and circumstances and/or
do not believe an amendment is appropriate, please tel l us why in a written response.

  After reviewing any amendment to the filing and any information provided in response to
these comments, we  may have additional comments.

Amendment No. 2 to Preliminary Proxy Statement filed under cover of Sch edule 14A

General

1. We have  reviewed the response, including revised disclosures, provided in reply to the fir st
comment of our correspondence  dated March 31, 2020.  Notwithstanding the response
provided and revisions that were made, it appears that the re gistrant is relying upon and
interpretation of its bylaws  as distinguished from a  plain reading of Article II, Section 4.  To
the extent that the bylaws are being interpreted, please revise the disclosure to remove the
implication that the by laws indisputa bly provide  that nominations may only be made by a
“shareholder who is entitled to vote ” as represented in the “Message from the Board.”   Any
revised disclosure  also should expressly indicate that an interpretation is being made and , if
true, that any disp ute regarding the legality of the interpretation ultimately may be resolved
in court of competent jurisdiction.

Carissa L. Rodeheaver
April 7 , 2020
Page 2

 2. As a purely factual matter, page three of the proxy statement indicates that “ Driver
Management has nominated a slate of three individuals f or election as directors to the Board
at the Annual Meeting. ”  We further note that the “entitled to vote” condition within Article
II, Section 4 of the registrant’s bylaws potentially could be modifying “ any outstanding class
of capital stock of the Corpo ration ” as distinguished from “any stockholder”  as those terms
are used  within that bylaw provision .  Given the possibility that a meaning could be ascribed
to Article II, Section 4 that differs from the registrant’s unqualified assessment, and the fact
that Drive r is at present eligible to vote and already made such nomination s, please advise us,
with a view toward revised disclosure, whether or not the registrant has received an opinion
of counsel to support its view that under its bylaws, shareholder  nomination s may only be
lawfully mad e if the shareholder  is entitled to vote  for the election of Directors.

*  * *

We remind you that the registrant is  responsible for the accuracy and ad equacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

You may contact  me at (202) 551 -3266 with any questions.

                                                                                   Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

cc:  Lawrence S. Elbaum,  Esq.