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[GRAPHIC OMITTED][GRAPHIC OMITTED]                Tri-Cities Tennessee/Virginia
                                                  207 Mockingbird Lane
                                                  Suite 300
                                                  Johnson City, Tennessee 37604
                                                  phone:  423.928.0181
                                                  fax:  423.928.5694
                                                  mailing address:
                                                  P.O. Box 3038
                                                  Johnson City, Tennessee  37602

                                                  www.bakerdonelson.com

LINDA M. CROUCH-MCCREADIE
Direct Dial: (423) 975-7623
Direct Fax: (423) 979-7623
E-Mail Address: lcrouch@bakerdonelson.com

                                August 8, 2005

Ms. Jessica Livingston
Senior Attorney
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
450 Fifth Street, N.W.
Washington, D.C.  20549

         Re:      United Tennessee Bankshares, Inc.
                  Schedule 13E-3
                  Filed June 24, 2005
                  File No. 05-53331
                  United Tennessee Bankshares, Inc.
                  Preliminary Schedule 14A
                  Filed June 24, 2005
                  File No. 05-23551

Dear Ms. Livingston:

     This  letter  responds  to the  comments  received  from  the  Staff of the
Securities  and  Exchange  Commission  by letter  dated  August 1, 2005,  to Mr.
Christopher  Triplett,  with respect to the  above-referenced  filings of United
Tennessee Bankshares, Inc. (the "Company" or "Registrant").

     The following discussion summarizes the manner in which we have revised the
Preliminary  Schedule  14A in response to Staff  comments  made in the August 1,
2005 letter (the "Letter"). The following paragraphs of this letter are numbered
to  correspond  to the numbers of the comments  contained in the Letter and page
numbers refer to pages in the Amendment to the Preliminary  Schedule 14A "marked
to show changes."

<PAGE>
General

     1.  Registrant has revised the proxy statement and Schedule 13E-3 to remove
all references to "State of Franklin".

Schedule 13E-3

     2.  Registrant  has  revised  the proxy  statement  to  include  all of the
disclosure  required by Schedule 13E-3 as to each filing person.  Please see the
revised  section  entitled  "Determination  of Fairness by Merger Corp.  and the
Directors and Officers of United  Tennessee and Merger Corp." on page 28 and the
new section  entitled  "Information  about United Tennessee and Merger Corp." on
page 48.  Additionally,  Registrant has revised the proxy  statement to disclose
that  none  of  the  directors  or  officers  have  engaged  in  any  securities
transactions  during the last 60 days.  Please see the revised section  entitled
"Per Share Market Price" on page 13.

Preliminary Schedule 14A

General

     3.  Registrant has revised the proxy  statement  cover sheet to include the
phrase   "Preliminary  Copy"  and  has  revised  the  proxy  card  to  the  word
"Preliminary".

     4.  Registrant  has added a new  section  under  "The  Merger  Transaction"
entitled "Accounting Treatment" to address this comment. Please see page 38.

Summary Term Sheet Regarding the Going Private Merger

General

     5.  Registrant has relocated the Summary Term Sheet so that it precedes the
question and answer section related to the annual meeting.

     6.  Registrant has added a new subsection to the Summary Term Sheet to more
clearly  disclose the parties  involved in the  transaction.  Please see page 3.
Additionally,  Registrant  has revised the section  entitled  "Determination  of
Fairness by Merger Corp.  and the Directors and Officers of Merger Corp." Please
see page 28.

The Merger Agreement, page 3

     7.  Registrant  has added  clarifying  language on page 3 under "The Merger
Agreement"  subsection  related  to the fact that the  Merger  Corp.  is a shell
corporation formed solely to facilitate this transaction.

                                       2
<PAGE>

     8.  Registrant has omitted the  parenthetical  phrase  "(including  certain
family  ownership)"  throughout the proxy  statement and instead  explained that
beneficial  ownership  includes the  shareholder and his or her spouse and minor
children.

Reasons for the Going Private Merger, page 4

     9.  Registrant has quantified the costs  referenced in this  subsection and
added the language related to administration of shareholder accounts. Please see
page 4.

     10. Registrant has added three additional "disadvantages" to the subsection
entitled "Disadvantages of the Going Private Merger." Please see page 4.

Material U.S. Federal Income Tax Consequences, page 4

     11.   Registrant   has  added  language  to  describe  the  tax  effect  on
shareholders who retain their shares. Please see page 5.

Source and Amount of Funds for the Going Private Merger, page 5

     12. Registrant has revised this subsection to disclose that approval of the
Office of Thrift  Supervision  for the  dividend  from  Newport  Federal Bank to
United Tennessee has been received. Please see page 5.

Summary Financial Information, page 7

     13.  Registrant  has added June 30,  2005  interim  financial  information.
Please see pages beginning on page 10.

Per Share Market Price, page 10

     14.  Registrant has added per share market price for the first two quarters
of 2005 to its chart on page 13.

Proposal 1 -- Approval of the Merger Agreement

Background of the Going Private Merger Proposal, page 14

     15. See new  language  which  cross  references  the  discussion  regarding
Triangle's qualifications and experience.  Please see page 18.

     16.  Because  the  "qualifications  and  limitations"  are stated with some
specificity (and at some length) in the section  entitled  "Opinion of Financial
Advisor",  Registrant has cross referenced that discussion and specified that it
includes a discussion of these qualifications and limitations.

                                       3

<PAGE>

     17.  Registrant  deleted the phrase  "several  reasons"  and  believes  the
disclosure  now sets out three  reasons for choosing the 2,500 share  threshold.
Please see page 15.

     18.  Registrant has revised the  disclosure  regarding the various means of
going private as requested.  Please see page 16. The Board did not consider that
any of the filing  persons will be taxed in the  transaction  as a factor in its
analysis.  Registrant discloses on page 7 and page 22, the fact that none of the
filing  persons will be cashed out in the merger.  Additionally,  in the section
entitled  "Material U.S.  Federal Income Tax  Consequences  of the Going Private
Merger,"  Registrant  discloses  that since none of the directors will be cashed
out, none of the directors will be taxed. Please see page 37.

     19. Please see the expanded  discussion in "Background of the Going Private
Merger  Proposal"  regarding  the November,  2004 Board meeting and  information
regarding the  Company's  stock trading  volume and  shareholder  base which was
discussed at the meeting. Please see page 17.

     20.  Registrant  has  revised  the proxy  statement  on page 18 to  further
explain  the  circumstances   surrounding  its  approach  to  another  financial
institution  in another  market.  United  Tennessee did not make a firm offer to
such financial institution.

     21.  Registrant has revised the proxy  statement to explain why it selected
$22.00 within the acceptable range of $19.00 to $23.00. Please see page 19.

     22. See additional  discussion  regarding  Triangle's  summary  perspective
financial analysis at the April 12, 2005 meeting beginning on page 19.

     23.  Registrant  has  expanded  the  discussion  on page 19 to address  the
Board's  consideration  of funding the  transaction by the dividend from Newport
Federal Bank to United Tennessee.

Reasons for the Going Private Merger, page 15

     24.  Registrant  has further  described the expenses  related to its public
company status. Please see page 20.

Effects of the Going Private Merger, page 16

     25.  Registrant  has  revised the  section to more  particularly  label the
benefits and  detriments  of the  transaction.  Registrant  has  quantified  the
effects to the extent possible. Please see page 22.

Remaining Unaffiliated Shareholders, page 18

     26.  Registrant  has revised the bullet  point as  requested to explain the
loss of liquidity for shareholders who wish to sell shares after the transaction
has been completed. Please see page 23.

                                       4
<PAGE>

Effects of the Going Private Merger, page 19

     27.  Registrant  has  included  the  omitted  language  and  clarified  the
procedure for  determining  whether a shareholder  has enough shares to remain a
shareholder. Please see page 24. United Tennessee will not presumptively proceed
to cash-out all accounts  with fewer than 2,500  shares  regardless  of apparent
common ownership of multiple  accounts which together hold 2,500 or more shares.
Registrant has disclosed that  shareholders in the letter of transmittal will be
able to certify as to the  aggregate  number of shares owned and how such shares
are owned (certificate or street).

Recommendation  of the Board of Directors;  Fairness of the Going Private Merger
proposal, page 20

     28. After  consideration of the Staff's comment,  Registrant has elected to
remove the  language  "administrative  and  regulatory  burden of being a public
company" as it does not believe that is  distinguished  from the financial  cost
already discussed.

     29. While  Registrant  cannot quantify the decrease in expenses  associated
with fewer shareholder  accounts, it has expanded the discussion to list some of
the types of costs associated with maintaining shareholder accounts.  Please see
page 25.

     30.  Registrant  has revised the language to clarify that the  inability of
shareholders  to buy and sell  shares in a public  market  is the  effect of the
transaction described. Please see page 25.

     31. After consideration of the Staff's comment,  Registrant has deleted the
phrase "derive little benefit from United  Tennessee's status as a publicly-held
corporation" as it believes the reasons are adequately described otherwise.

     32.  Registrant has added a discussion on the "going concern value." Please
see page 26.

     33.  Registrant has clarified that the board believes that, in light of the
Tennessee  corporate  authority for dissenters  rights, the procedural rights of
unaffiliated shareholders are, in fact, safeguarded. Please see page 27.

     34.  Registrant has  cross-referenced  the reader to the dissenters  rights
discussion  in this section to  highlight  why the board  believes  unaffiliated
shareholders have a procedural safeguard. Please see page 27.

     35. Registrant is required by its banking regulatory  agencies to obtain an
audit and will continue to mail its annual audited  financial  statements to the
remaining shareholders.

     36.  Registrant has disclosed on page 28 the negative factors it considered
in making its fairness determination.

                                       5
<PAGE>

     37. The Board did not consider  the other  financial  institution  offer in
making its fairness  determination.  Registrant has deleted the last sentence of
the paragraph on page 27 regarding a fairness determination. Registrant believes
the sentence was  misplaced as that  paragraph  responds to the issue of whether
there have been other potential transactions in the last two years.

Opinion of Financial Advisor, page 26

     38.  Registrant  has revised  this  section to remove  references  that the
summary of  Triangle's  opinion is qualified in its entirety by the full text of
the opinion. In addition, Registrant has filed as exhibits to the Schedule 13E-3
the  confidential  materials  presented to the  Company's  Board of Directors by
Triangle  Capital  Partners at the November 4, 2004,  January 15, 2005 and April
12,  2005 Board  meetings.  The  discussion  set forth in the  section  entitled
"Opinion of Financial  Advisor"  describes  the oral  presentations  made to the
members of the Board of  Directors  by Triangle  Capital  Partners  during those
Board meetings.

     39.  There  has been no  material  relationship  within  the last two years
between  Triangle and United  Tennessee.  As disclosed in the Summary Term Sheet
and on page 29, United  Tennessee has agreed to pay Triangle a fee of $35,000 as
compensation for its financial advisory services rendered in connection with the
Going Private Merger.

     40. The only  assumptions  management  provided to Triangle  were  dividend
payment amounts and total asset growth.  We have disclosed those instances where
relevant. In the section entitled "Discount Analysis", we outlined the estimated
dividends per share for the fiscal years ending  December 31, 2005 through 2009.
Please note that there are no  earnings  per share  projections  included in the
table on page 27. Rather,  these  earnings are for the last twelve  months,  and
this information  reflects publicly  available  information for the twelve month
period  ending  December 31, 2004.  Accordingly,  the reference to "earnings per
share" has been deleted.

     41.  Registrant has considered  adding the United Tennessee  information to
the peer group tables on page 32, but  Registrant  has elected not to include it
in that table.  This information was not presented in this fashion to the Board.
Also,  Registrant  feels that it could be  confusing to include it in the actual
tables themselves. However, Registrant has included the same information for the
Company  in a  similar  tabular  format  so that  shareholders  would  have  the
information as a comparison.  For the same reasons,  Registrant has not included
the information in the premium analysis table; however,  Registrant has provided
the same information  regarding United Tennessee below the table for shareholder
reference.

     42. Please see page 34 for the additional discussion regarding how Triangle
determined the discount rate.

     43. Due to the fairly  limited  amount of data  required to be discussed in
connection  with the "Discount  Analysis"  discussion,  Registrant does not feel
that  presenting it on tabular  format  assists in  clarifying  this analysis to
shareholders. So, Registrant has elected to keep this in text form.

                                       6

<PAGE>

     44.  Triangle was not asked to opine on the  fairness of the going  private
transaction  to  unaffiliated  shareholders  as a  separate  group  because  the
relative equity rights of the affiliated  shareholders with respect to the going
private merger do not differ from nonaffiliated  shareholders who are not cashed
out in connection with this transaction.  Triangle's opinion is addressed to all
shareholders.  Registrant  was unable to find  Staff's  reference  to a fairness
determination regarding only unaffiliated shareholders.

     45.  Registrant  has attempted to discuss the price range in its connection
to the separate financial  analyses  conducted by Triangle.  This is included in
the  discussions  set  forth  under  "Background  of the  Going  Private  Merger
Proposal."

Federal Income Tax  Consequences to  Shareholders  Who Are Not Cashed-Out in the
Going Private Merger, page 30

     46.  Please see page 36 for a cross  reference  to the tax opinion that has
been filed as an exhibit to the Schedule 13E-3.

Conduct of United Tennessee's Business after the Going Private Merger, page 32

     47.  and 48.  Please  see page 39 f