SecProbe.io

August 30, 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. 2 to Registrati on Statement on Form S-1
Filed August 10, 2011 File No. 333-174420 Form 10-Q for Fiscal Quarter Ended June 30, 2011 Filed August 9, 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 August 10, 2011

 Prospectus Cover Page

1. We note your response to comment 1 in our le tter dated July 29, 2011.  Please remove the
first sentence of the third paragraph.
2. We note your response to comment 1 in our letter dated July 2 9, 2011.  Please confirm
that you or the selling shareholders intend to  apply for the securities to be quoted on the
OTCBB or listed on an exchange.  If ther e is no such intentio n, please remove the
reference to the securities being sold at mark et or privately negotiated prices.  We note
the disclosure in the last sent ence of the last paragraph.

Rex S. Schuette United Community Banks, Inc. August 30, 2011 Page 2

 Exhibit 8

3. We note the last sentence in the second para graph of page 2.  The opinion must speak as
of the date of effectiveness of the registra tion statement.  Please arrange for KPMG to
revise accordingly.
4. We note the last sentence on page 2.  KP MG may limit reliance on the opinion with
regard to purpose, but not person.  Please arrange for KPMG to revise accordingly.

Form 10-Q for Fiscal Quarter Ended June 30, 2011

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
 Income Taxes, page 42

5. We received your response to our prior comment 8 from our letter dated July 29, 2011.
We are processing your response and we may have further comments.

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

Rex S. Schuette United Community Banks, Inc. August 30, 2011 Page 3

 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.  Pl ease contact Matt McNair , Staff 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