SecProbe.io

CORRESP
1
filename1.htm

      Response to SEC Comments

              Suite
                2800 1100 Peachtree St.

              Atlanta
                GA 30309-4530

              t
                404 815 6500 f 404 815 6555

              www.KilpatrickStockton.com

              May
                1, 2007

              direct
                dial 404
                815 6570

              direct
                fax 404 541 3151

              RCheatham@KilpatrickStockton.com

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    Mail
      Stop
      4561

    Washington,
      DC 20549

    Attention:
      Mark S. Webb, Legal Branch Chief

            Re:

              United
                Community Banks, Inc.

                SEC
                  File No. 333-141203

                Form
                  10-K

                SEC
                  File No. 000-21656

    Ladies
      and Gentlemen:

    At
      the
      request and on behalf of our client, United Community Banks, Inc. (the
“Company”),
      we
      hereby file via EDGAR, Amendment No. 2 to the above-referenced Form S-4 (the
      “S-4
      Amendment”).
      We
      previously filed an amendment to the above-referenced Form 10-K. The S-4
      Amendment includes a revised Exhibit 8.1 and a new Exhibit 23.4 in response
      to
      the Staff’s comment letter dated April 30, 2007.

    We
      provide below additional responses to the Staff’s comments. 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. A copy of
      this letter is being sent to the Staff by overnight delivery.

    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).

    Item
      21. Exhibit 8.1

              1.

              We
                note your response to prior comment number 16; however, the wording
                restricts the opinion to Gwinnett Commercial Group, Inc. and does
                not
                include shareholders. Please revise to avoid limiting reliance by
                person.

    Response:

    We
      have
      deleted the last paragraph in the opinion letter in response to the Staff’s
      comment.

    Exhibits

              2.

              Please
                file the consent of Mr. Stephens. See Rule
                438.

    Response:

    The
      requested consent has been filed as Exhibit 23.4 of the S-4
      Amendment.

    * * *

    We
      appreciate the Staff’s prompt comments and look forward to working with you to
      have the S-4 declared effective. The Staff is requested to direct any further
      questions regarding these filings and this letter to the undersigned at (404)
      815-6570 or my colleague, James Stevens at (404) 815-6270. Thank
      you.

                Sincerely,

                  /s/
                    Richard R. Cheatham

                Richard
                  R. Cheatham