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CORRESP
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    t65938_corresp.htm

                  Suite 2800  1100 Peachtree St.

                  Atlanta
      GA 30309-4530

                  t
      404 815 6500  f 404 815 6555

                  www.KilpatrickStockton.com

                  July 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 December 31, 2008

                        Form
      10-Q for March 31, 2009

                        Response
      to SEC Comments dated April 28, 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 June 26,
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.

      Notes to Consolidated
Financial Statements

      Note 1 - Summary of
Significant Accounting Policies, page 49

      General

                  1.

                  We
      note your response to prior comment seven.  Given the
      significant increase in activity within OREO, please provide a rollforward
      of this activity in future
filings.

        Letter to
the Securities and Exchange Commission

        July 14,
2009

        Page
2

                    Response:

                    The
      requested revision will be made in future
  filings.

      Form 10-Q Filed for the
Quarter Ended March 31. 2009

      Notes to Consolidated
Financial Statements

      Note 10 Goodwill, page
13

                      2.

                      We
      note you updated your impairment test as of March 31, 2009, which resulted
      in the recording of a $70 million impairment on
      goodwill.  Please provide us with additional details regarding
      your tests performed:

                      ●

                      Provide
      us with a list (in tabular format) of each reporting unit and identify the
      respective unit fair value, carrying amounts, and reporting unit
      goodwill;

                      ●

                      Identify
      each unit that was tested for impairment and discuss the specific
      technique used to determine unit fair value; and

                      ●

                      Tell
      us the type of report issued by the third party valuation firm, and how
      management used this information to arrive at the fair values ultimately
      used, including discussions of any adjustments made to the fair values
      discussed in any report obtained.

                      ●

                      Tell
      us whether management performed any "reasonableness" test or validation
      procedures on the fair values assumed for the reporting
      units.  For example, tell us whether management reconciled the
      fair values of the reporting units to the market capitalization of the
      company, and if so, provide the results of such
testing.

                      Response:

                      We
      only have one operating segment and all of the goodwill is included in
      that segment, therefore goodwill was tested for impairment for the Company
      as a whole.  The techniques used to determine fair value are
      described in Management’s Discussion and Analysis on page 22 of our most
      recent Form 10-Q.  A more thorough discussion of the valuation
      techniques used in our goodwill impairment test is included in
      Management’s Discussion and Analysis on page 33 of our 2008 Form
      10-K.  The techniques included a discounted cash flow analysis
      based on our long-term earnings forecast, the guideline public companies
      method that considered the implied value of our Company by comparing the
      Company to a select peer group of public companies and their current
      market capitalizations, adjusted for differences between the companies,
      and the merger and acquisition method that considered the amount an
      acquiring company might be willing to pay to gain control of the Company
      based on recent merger and acquisition
activity.

        Letter to
the Securities and Exchange Commission

        July 14,
2009

        Page
3

                        We
      obtained a summary report that updated the goodwill impairment test
      performed by the same third party at year-end, which year-end test was
      documented by a formal report.  The summary report includes an
      update of the Step 1 valuation and a detailed report of the Step 2
      valuation analysis.  The report also documents the relevant
      factors considered and the valuation methodologies followed, and supports
      the opinion of fair value conclusions.  We did not make any
      adjustments to the fair values included in the report.  The
      methodology applied to the first quarter Step 1 valuation analysis was the
      same as used in the annual assessment at year-end.  Our year-end
      assessment did not require a Step 2 valuation.

                        Our
      stock price decrease triggered our decision to perform the interim
      impairment test.  After year-end, our stock price and that of
      the entire banking industry fell sharply.  The disconnect
      between the book value of equity and our market capitalization caused us
      to believe that goodwill impairment might exist.  We believed at
      the time, and still believe, that the drop in our stock price was a
      temporary event and did not reflect the true value of the
      Company.  The valuation analysis performed by a third party and
      the subsequent recovery of our stock price support our
      belief.  Aside from being the triggering event to the interim
      assessment, our market capitalization was not included among the valuation
      techniques used to value the Company.

                        3.

                        In
      light of our comment above, provide us with (in tabular format) and
      disclose in future filings (e.g. within your goodwill section of MD&A
      on page 22), the following:

                        ●

                        For
      each reporting unit that went to the second step of testing, provide a
      list of the significant assumptions used in your impairment testing for
      each respective period that testing was performed (i.e. annual and
      additional periods when applicable);

                        ●

                        Provide
      sensitivity analysis surrounding each of the assumptions;
    and

                        ●

                        Identify
      specifically (quantitatively and qualitatively based on the assumptions
      that you have used) at what point impairment or additional impairment of
      goodwill would be required.

                        Response:

                        As
      stated above, we only have one operating segment.  The most
      significant assumptions involved in Step 2 were related to determining the
      value of the loan portfolio which involved a discounted cash flows
      approach and estimating a probability of default rate (5%) and a loss upon
      default rate (45%) on performing loans.  For sub-performing and
      non-performing loans, valuation was determined based on discounts to book
      value based on closed loan sales from the FDIC within the previous nine
      months and implicit liquidity premiums from the disposition of RTC assets
      from 1989 to 1992 considering the level of differences in real estate
      price declines during the disposition of RTC assets and the current market
      environment.  Also considered were default probabilities for the
      different loan categories obtained from Banc Investment Group, LLC, the
      nature of the Company's loan portfolio concentrations and the
      current state of the regional and U.S. economy.  Based on the
      analysis of the information available, discounts of 25% and 45% were
      applied to sub-performing and non-performing loans,
      respectively.  We agree to include more information on the
      significant Step 2 assumptions in future
  filings.

        Letter to
the Securities and Exchange Commission

        July 14,
2009

        Page
4

                    Because
      of the numerous assumptions involved in the valuation process, a
      sensitivity analysis would be an overly complex disclosure that we believe
      could be confusing and potentially misleading to
      investors.  However, a qualitative discussion with respect to
      our sensitivity analysis may be more manageable for
      investors.  We agree to include a qualitative discussion of the
      key assumptions to our sensitivity analysis in future
    filings.

                    Table 8 - Nonperforming Assets, page
      25

                    4.

                    We
      note your response to our prior comment five and we think the information
      provided would be very meaningful to an investor and provide greater
      transparency into current trends in your loan portfolio.  In
      this regard, please provide us with and revise your future filings to
      disclose a breakdown, by loan type (preferably in tabular format along
      with a narrative discussion of the trends experienced), of nonperforming
      and “adversely classified” loans (i.e. loans in each of grades 8 through
      10, as described on page 6 of your Form 10-K) for each reporting period
      presented. Provide us with your proposed disclosure.

                    Response:

                    It
      is our desire to provide meaningful financial information to help
      investors make informed investment decisions.  However, we are
      concerned that providing information that is not required for all
      registrants may cause investors to be confused or reach an incorrect
      conclusion without having comparable information for other
      registrants.  Further, loan grades are not necessarily
      consistent among banking companies and those inconsistencies could lead
      investors to draw an inappropriate conclusion when comparing
      companies.  We note, additionally, that FASB recently has issued
      an exposure draft of a proposed statement to enhance and provide
      consistent disclosures regarding credit quality, such as you are
      requesting, in order to improve the transparency of financial
      reporting.  We will make the requested revisions in future
      filings, in compliance with the FASB proposal upon adoption of such
      proposal.  In the interim, we will provide more qualitative
      discussion of credit quality trends in future
  filings.

        Letter to
the Securities and Exchange Commission

        July 14,
2009

        Page
5

      * * * *
*

      Additionally, in response to the
Staff’s request, the Company acknowledges that (i) it is responsible for the
adequacy of the disclosure in its filings; (ii) Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the Company’s filings; and (iii) it may not
assert Staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United
States.

      The Staff
is requested to direct any further questions regarding these filings and this
letter to the undersigned at (404) 815-6270 or my colleague, Adwoa Awotwi at
(404) 815-6613.  Thank you.

                      Sincerely,

                      /s/
      James W. Stevens

                      James
      W. Stevens

                  cc:

                  Jimmy
      C. Tallent, United Community Banks, Inc.

                  Rex
      S. Schuette, United Community Banks, Inc.

                  Alan
      Kumler, United Community Banks, Inc.

                  Greg
      Foster, Porter Keadle Moore,
LLP