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SEC CORRESPONDENCE LETTER

    Suite 2800 1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500 f 404 815 6555

www.KilpatrickStockton.com

    May 14, 2009

    direct dial 404 815 6270

direct fax 404 541 3400

JStevens@kilpatrickstockton.com

VIA EDGAR and Federal Express
U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C. 20549

Attention:          Ms. Kathryn McHale, Staff Attorney

    Re:

    United Community Banks, Inc.

Form 10-K for FYE December 31, 2008

Definitive Proxy Statement filed March 23, 2009

Form 8-K filed April 23, 2009

File Number 0-21656

Ladies and Gentlemen:

     At the request and on behalf of our client, United Community Banks, Inc. (the “Company”), we
provide below responses to the Staff’s comment letter dated April 28, 2009. As requested, these
responses are keyed to correspond to the Staff’s comment letter, which we do by setting out each of
the Staff’s comments followed by our response.

     Unless the context requires otherwise, references to we, our, us, United Community Banks, Inc.
or the Company in the response below refer to United Community Banks, Inc. In addition, in the
case of all responses to comments, the use of first person pronouns reflect statements of the
Company as if it were the signatory of this letter (rather than this firm on its behalf).

     The Supplemental Support Booklet of exhibits
is being sent via Federal Express.

Form 10-K for the Fiscal Year Ended December 31, 2008

Cover page and Item 5, page 15

    1.

    The cover page of the Form 10-K and Item 201(b) of Regulation S-K require the Company
indicate the number of shares outstanding of each of the registrant’s classes of common stock,
as of the latest practicable date. In future filings, please provide this information as of a
date closer to the date of the Company’s Form 10-K.

Letter to the Securities and Exchange Commission

May 14, 2009

Page 2

    Response:

    We routinely have provided the number of the Company’s shares outstanding as of the latest
month-end date prior to the filing of our Form 10-K. At month end, such number has been
reconciled by the transfer agent and, therefore, is more accurate and reliable than a
number determined at any other point during the month. Accordingly, we respectfully
request that the Staff reconsider its request that we provide a more recent date and accept
the latest month-end date prior to filing as meeting this requirement.

Business — Loans, page 5

    2.

    Please advise the staff as to your exposure to subprime lending or non-traditional lending
products. If significant, please include this disclosure in future filings.

    Response:

    We do not have any direct exposure to subprime lending or non-traditional lending products.
Further, we do not hold and have never held mortgage-backed securities backed by subprime
mortgages in our investment portfolio. We have previously included in other filings
disclosure regarding the general impact of subprime lending and non-traditional lending
products on our real estate construction borrowers and the housing market generally. If,
in the future, we are exposed to subprime lending or non-traditional lending products, we
will disclose such exposure and its significance.

Risk Factors, page 12

    3.

    The first risk factor makes statements that “there can be no assurance” that a given event
might or might not happen. In future filings, please revise this section to eliminate this
type of language. The point of a particular risk factor is to discuss a material risk and
explain to the reader the likelihood of the risk impacting an investment in your securities,
not your ability to provide assurance.

    Response:

    The requested revision will be made in future filings.

Selected Financial Data, pages 17 and 18

    4.

    We note you use tangible equity and tangible common equity within your GAAP performance
measures. These ratios appear to be non-GAAP measures as defined by Regulation G and Item
10(e) of Regulation S-K as they are not required by GAAP, Commission Rules, or banking
regulatory requirements. To the extent you

Letter to the Securities and Exchange Commission

May 14, 2009

Page 3

    plan to provide these non-GAAP measures (or
related ratios, if any) in the future, the staff notes the following:

    •

    To the extent these measures are disclosed in future filings with the Commission,
you should comply with all of the requirements in Item 10(e) of Regulation S-K,
including clearly labeling the measures as non-GAAP measures and complying with all of
the disclosure requirements.

    •

    To the extent that you plan to disclose these ratios in future Item 2.02 Form 8-Ks,
you should provide all of the disclosures required by Item 10(e)(1)(i) of Regulation
S-K as required by Instruction 2 to Item 2.02 of Form 8-K.

    •

    To the extent you disclose or release publicly any material information that
includes a non-GAAP measure, you should be cognizant of the requirements in Regulation
G to label the measure as non-GAAP and provide a reconciliation to the most closely
comparable GAAP measure.

    •

    As it relates to the presentation of risk weighted assets, in future filings,
please generally disclose how risk weighted assets are calculated under regulatory
capital rules and specifically state, if true, that the number disclosed is calculated
consistent with banking regulatory requirements.

    Response:

    The requested revision will be made in future filings.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Asset
Quality and Risk Elements: Table 10 Non-Performing Assets, page 32

    5.

    Provide us with a breakdown, by loan type, of non performing loans and “adversely classified”
loans in the grades 8 though 10 category (as described on page 6) at both December 31, 2008
and at March 31, 2009.

    Response:

    The requested information is provided as Exhibit 1 of the enclosed Supplemental
Support Booklet of exhibits to this letter. We hereby request confidential treatment of
the information contained in the Supplemental Support Booklet and, therefore, will deliver
a copy of the Supplemental Support Booklet under separate cover.

Letter to the Securities and Exchange Commission

May 14, 2009

Page 4

Financial Statements for the Fiscal Year Ended December 31, 2008

Consolidated Statement of Income, page 45

    6.

    We note your disclosure on page 66 (Note 18 — Preferred Stock) that you accrete the discount
on your TARP related preferred stock directly to retained earnings. Tell us why you have not
presented the accretion of the discount as an adjustment to net income, arriving at Net Income
Available to Common Shareholders. Please advise or revise in future filings as necessary.

    Response:

    In determining the accounting treatment for the discount accretion on the TARP-related
preferred stock, we looked to the Commission’s SAB Topic 5. Q. Increasing Rate Preferred
Stock, which states that the discount accretion resulting from adjustments to the yield of
increasing rate preferred stock should be charged directly against retained earnings. We
found the guidance in SAB Topic 5. Q. to be the most closely applicable accounting guidance
on the subject. Therefore, we did not include the accretion in arriving at net income.
The accretion is, however, included in the amount of preferred stock dividends on the face
of the Consolidated Statement of Income in arriving at Net Income Available to Common
Shareholders. In response to the Staff’s comment, we will modify the disclosure in Note 18
in future filings to make clear that the discount accretion is included in the amount of
preferred stock dividends on the face of the Consolidated Statement of Income in arriving at
Net Income Available to Common Shareholders.

Notes to Consolidated Financial Statements

Note 1 — Summary of Significant Accounting Policies, page 49

General

    7.

    Tell us, and disclose in future filings, your policy in accounting for foreclosed property.

    Response:

    Foreclosed property is initially recorded at fair value, less cost to sell. If the fair
value, less cost to sell at the time of foreclosure, is less than the loan balance, the
deficiency is charged against the allowance for loan losses. If the fair value, less cost
to sell, of the foreclosed property decreases during the holding period, a valuation
allowance is established with a charge to operating expenses. When the foreclosed property
is sold, a gain or loss is recognized on the sale for the difference between the sales
proceeds and the carrying amount of the property. Financed sales of foreclosed property
are accounted for in accordance with FASB Statement No. 66.

Letter to the Securities and Exchange Commission

May 14, 2009

Page 5

    We will provide the requested disclosure of our accounting policy for foreclosed property
in future filings.

    8.

    We note you have instituted an internal policy where nonperforming assets are being held
until there is more stabilization in the marketplace and the company can receive a greater
realizable value. Tell us more about this policy addressing how your new policies affect your
accounting for “other real estate owned” under paragraphs 30 and 31 of SFAS 144. Provide us
with an analysis of OREO activity for the [sic] both the fiscal year 2008 and the interim
period of fiscal 2009.

    Response:

    Our strategy from the beginning of the current economic cycle has been to dispose of
foreclosed property immediately at liquidation sale prices rather than hold such properties
in a market with declining real estate prices. With the marketplace currently saturated
with foreclosed properties, we have been more willing to hold some of our nonperforming
assets until there is more stabilization in the marketplace, and we can realize a greater
value upon sale. This approach is not an accounting policy, but rather a measure we are
taking to allow us and our shareholders to maximize the realizable value that can be
derived from such assets. We emphasize that all foreclosed properties are being actively
marketed, and we reasonably expect a sale to occur within one year.

    This strategy regarding nonperforming assets does not have an effect on our accounting for
“other real estate owned” under paragraphs 30 and 31 of SFAS 144. Loans are charged down to
the net realizable value of the collateral, less selling costs at the time of foreclosure.

    The requested OREO activity analysis is provided as Exhibit 2 of the enclosed
Supplemental Support Booklet of exhibits to this letter.

Derivative Instruments and Hedging Activities, page 51

    9.

    For each type of hedging relationship entered into during the periods presented, please tell
us how you determined that they met the criteria for hedge accounting pursuant to paragraphs
20, 21, 28 and 29 of SFAS 133. Specifically address the following for each type of hedging
relationship:

    •

    the nature and terms of the hedged item or transaction;

    •

    the nature and terms of the derivative instruments;

    •

    the specific documented risk being hedged;

Letter to the Securities and Exchange Commission

May 14, 2009

Page 6

    •

    the type of SFAS 133 hedge (fair value, cash flow, etc.); and

    •

    the quantitative measures you use to assess effectiveness of each hedge both at
inception and on an ongoing basis. Specifically reference the appropriate sections of
SFAS 133, including any applicable DIG Issues, which support the use of each test.

    Response:

    As of December 31, 2008, we had fair value hedging relationships involving two different
hedged items: Federal Home Loan Bank advances and brokered certificates of deposit. The
specific, documented risk being hedged for each fair value hedging relationship is the risk
of changes in fair value attributable to changes in the LIBOR swap
rate, the designated benchmark interest rate. Paragraph 21(f)(2) of SFAS 133 allows us to
designate the change in the fair value of the hedged item attributable to changes in the
benchmark interest rate as the risk being hedged.

    As of December 31, 2008, we also had cash flow hedges of Prime-Based Loan Assets. The
specific documented risk being hedged is the risk of overall changes in hedged cash flows
related to variable-rate loan assets. Paragraph 29 (h)(1) of SFAS 133 allows us to
designate the risk of overall changes in cash flows as the risk being hedged.

    The terms of the hedging instruments we use are provided as Exhibit 3 of the
enclosed Supplemental Support Booklet. Support for our determination that the above
described fair value hedging relationships met the criteria for fair value hedges as set
forth in paragraphs 20 — 21 of SFAS 133 are provided in Exhibit 4 of the enclosed
Supplemental Support Booklet. Support for our determination that our cash flow hedging
relationships met the criteria for cash flow hedges as set forth in paragraphs 28 — 29 of
SFAS 133 is provided in Exhibit 5 of the enclosed Supplemental Support Booklet.

    10.

    Please tell us whether you use the short-cut method or matched terms for assuming no
ineffectiveness for any of your hedging relationships that qualify for hedge accounting
treatment under SFAS 133. If so, please tell us how you determine that the hedging
relationship meets each of the conditions in paragraph 68 or 65 of SFAS 133.

    Response:

    We believe that our FHLB Advance hedging program satisfies all of the applicable
requirements of paragraph 68 of SFAS 133 and, therefore, our application of the shortcut
method is appropriate. An analysis of how the requirements of paragraph 68 of SFAS 133 are
met is provided as Exhibit 6 of the enclosed Supplemental Support Booklet. The

Letter to the Securities and Exchange Commission

May 14, 2009

Page 7

    shortcut method has not been used by the Company for any other hedging relationships and
all outstanding hedges designated under the shortcut method matured during the first
quarter of 2009. In addition, the “matched terms” method has not been used by the Company
for any hedging relationships.

Signatures, page 80

    11.

    In future filings, please be sure that the Chief Financial Officer and Principal Accounting
Officer also sign your 10-K in their official capacities, not just as authorized signatories
of the Company.

    Response:

    We will make the Staff’s requested change in future filings.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 16

    12.

    We note your disclosure that the financial performance measures were not met for fiscal year
2008, but not what the financial performance measures were. Please disclose to the staff the
performance parameters utilized in determining whether each named executive officer met the
requirements of the Management Annual Incentive Plan. Please include such disclosure in
future filings. To the extent you believe that disclosure of the performance measures is not
required because it would result in competitive harm such that the targets could be excluded
under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed supplemental
analysis supporting your conclusion. In particular, your competitive harm analysis should
clearly explain the nexus between disclosure of the performance measures and the competitive
harm that is likely to result from disclosure. Refer to Item 402(b)(2)(v) of Regulation S-K
and Regulation S-K Compliance and Disclosure Interpretation 118.04.

    Response:

    The key performance measure considered by the Company’s Compensation Committee for fiscal
year 2008 was operating/reported earnings per share (“EPS”) growth, viewed as the primary
quantitative performance measure. Additionally, if the minimum threshold target was met,
the Compensation Co