SecProbe.io

July 29, 2011
 Via Email

Rex S. Schuette Executive Vice President and Chief Financial Officer United Community Banks, Inc. 125 Highway 515 East Blairsville, GA 30512
Re: United Community Banks, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed June 30, 2011 File No. 333-174420 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 4, 2011 File No. 001-35095

Dear Mr. Schuette:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-1/A filed June 30, 2011

 Prospectus Cover Page

1. We note your response to comment 4 in our le tter dated June 17, 2011.  Absent a market
price, the securities cannot be offered at pr ivately negotiated prices.  Accordingly, please
revise to disclose the price at which th e securities will be offered and sold.

Rex S. Schuette United Community Banks, Inc. July 29, 2011 Page 2

 Recent Developments, page 1

2. In the event you request accelerati on of effectiveness of the re gistration statement prior to
filing the Form 10-Q for the quarter ended J une 30, 2011, please revi se to disclose the
results of operations disclosed in th e Form 8-K furnished July 28, 2011.

3. Please revise to disclose what progress has b een made to date, if any, with regard to
selling foreclosed properties pursuant to the Problem Asset Disposition Plan.
 Tax Benefits Preservation Plan, page 11

4. We note your representation that for purposes  of determining your ability to use your
deferred tax asset you have not incurred an “ownership change” as defined under Section
382(g) of the Internal Revenue Code.  Pleas e file a tax opinion that supports this
representation.  Refer to Item 601(b)(8) of Regulation S-K.
 Exhibits

5. Please file as an exhibit to the registra tion statement the asset purchase agreement
relating to the bulk loan sale  that occurred in April 2011.

Form 10-Q for Fiscal Quarter Ended March 31, 2011
Notes to Consolidated Financial Statements
Note 5 – Loans and Allowance for Loan Losses, page 11

6. We note your response to comment 17 in our letter dated June 17, 2011.  So that the
reader may have a better understanding of th e appraisal policies util ized in determining
charge-offs on impaired loans and on OREO, please address the following:

 Tell us and disclose your appraisal policy;

 Describe the procedures performed at each  balance sheet date to determine the
fair value of collateral-depende nt impaired loans and OREO;

 Describe, when you receive new appraisals, the type of appraisals received, such
as “retail value” or “as is value”;

 Discuss how partially charged-off loans measured for impairment based on the
collateral value are classified and account ed for subsequent to receiving an
updated appraisal.  For example, disclo se whether the loan s are returned to
performing status or whether th ey remain as nonperforming;

 Discuss the typical timing surrounding th e recognition of a loan as nonaccrual
and recording of any pr ovision or charge-off;

Rex S. Schuette United Community Banks, Inc. July 29, 2011 Page 3

 Discuss the procedures performed betw een receipt of updated appraisals to
ensure impairment of loans measured for impairment based on collateral value is
measured appropriately; and

 Discuss how you determine the amount to charge-off.

Note 10 – Common and Preferred Stock I ssued /Common Stock Issuable, page 21

7. We note your response to comment 20 in our letter dated June 17, 2011.  Please provide
us with sufficient additional informati on to enable us to better understand your
accounting for the Elm Ridge transaction.  In th is regard, for each instrument included in
the transaction, address how th e respective fair values were determined, and address
whether there were any beneficial conversion features or any type  of derivative which
may have existed under EITF 00-19 or ot her related authoritative literature.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Income Taxes, page 40

8. We read your response to comment 23 in our  letter dated June 17, 2011; however, we do
not see how you have provided a persuasive argument given the significant amount of
negative evidence and the inherent subjectivity of the positive eviden ce (i.e., projections
of future taxable income) you appear to be  presenting as a sign ificant piece of your
evidence for not recording a valuation allowan ce.  Forming a conclusion that a valuation
allowance is not needed is difficult when th ere is negative evidence such as cumulative
losses in recent years, which is considered a significant piece of ne gative evidence that is
difficult to overcome (refer to paragraphs 21 – 23 of ASC 740-10-30).  Furthermore, the
weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified.  Based on the
information provided it appears that you are placing a signifi cant amount of reliance on
your expectations regarding future earni ngs, but it is unclear to us how you have
determined these projections are objectively ve rifiable given your re cent earnings history
and the uncertainty around the current economic and regulatory environment (e.g., we reference the regulatory MOU).  Given the above , please reconsider th e need to provide a
valuation allowance against your net deferred ta x asset or provide us  with a more robust
analysis which clearly identifies both the pos itive and negative evidence considered and
the weight given to each piece of evidence.  In regard to any projections and assumptions
utilized, provide us with specific evidence to support the assumptions (such as, the number of years used in the projections, estimated growth rates, net interest margins
considered, estimated loan lo ss provision rates, and revenue  and expense growth rates
utilized).

Rex S. Schuette United Community Banks, Inc. July 29, 2011 Page 4

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Marc Thomas, Staff A ccountant, at (202) 551-3452 or Hugh West,
Accounting Branch Chief, at (202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Matt McNair, St aff Attorney, at (202)
551-3583 or me at (202) 551-3434 with any other questions.

Sincerely,
   /s/  Michael R. Clampitt
Michael R. Clampitt Senior Counsel
 cc: James W. Stevens
      Kilpatrick Townse nd & Stockton LLP