SecProbe.io

January 27, 2012
 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 September 30, 2011 Filed November 8, 2011  File No. 001-35095

Dear Mr. Schuette:

We have reviewed your response letter da ted January 18, 2012 and have the following
comment. In our comment, we may ask you to pr ovide 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 comment applies 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 this comment, we may have additional comments.
 Form S-1/A filed August 10, 2011 and Form 10-Q for Fiscal Quarter Ended September 30, 2011

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

 Income Taxes, page 44

1. We read your response to comment one in your letter dated January  18, 2012; however, it
remains unclear how you concluded your inte rnal controls over financial reporting
(ICFR) were effective at December 31, 2010.   We note you do not believe your
restatement was the result of a material wea kness; however, you deci ded to augment your
ICFR to implement additional procedures designed to increase the level of review,
evaluation and validation of your valuation of deferred tax assets . The changes you

Rex S. Schuette United Community Banks, Inc. January 27, 2012  Page 2

 describe appear to indicate a deficiency existed within your controls at December 31,
2010. Please explain the specific additional c ontrols you implemented to increase the
level of review, evaluation and validation of  your valuation of deferred tax assets, and
explain how you concluded that the lack of th ese specific controls in prior periods was
not a material weakness in light of your need to restate your financial statements.  Please
provide a similar analysis supporting conc lusions on your disclosure controls and
procedures.
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.

Rex S. Schuette United Community Banks, Inc. January 27, 2012  Page 3

 You may contact Marc Thomas, Staff Account ant, at (202) 551-3452 or me at (202) 551-
3872  with any other questions.
Sincerely,
   /s/ Hugh West
Hugh West   Accounting Branch Chief
 cc: James W. Stevens
      Kilpatrick Townse nd & Stockton LLP