SecProbe.io

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 BAKER                                         TRI-CITIES TENNESSEE/VIRGINIA
 DONELSON                                      207 MOCKINGBIRD LANE
 BEARMAN, CALDWELL                             SUITE 300
 & BERKOWITZ, PC                               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

                                September 2, 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 23, 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 23,
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."

General

1. Registrant has revised the proxy statement as requested.

<PAGE>

Background of the Going Private Merger Proposal

2. Registrant has disclosed on page 13 that it has not solicited any third party
bids or firm offers. It discloses that in March 2004, it received an unsolicited
offer  from a third  party  which it  declined.  This  offer  would  have been a
potential  sale  of  United  Tennessee  to this  third  party.  Registrant  then
describes  its  potential  interest  in January  2005 in  acquiring  a bank in a
location outside of its market area. Had this transaction materialized, it would
have been a  potential  sale of a third party to United  Tennessee,  with United
Tennessee   surviving.   Neither  of  these  potential   transactions   involved
"soliciting third party bids or firm offers."  Registrant does not believe these
two potential transactions reflect any inconsistency.  Accordingly,  it does not
believe a "reconciliation" between the disclosures is necessary.

3. The  potential  transactions  in March 2004 and January 2005 were  completely
different transactions. The March 2004 transaction was an unsolicited offer from
a larger  bank to  acquire  the  Registrant  for a price the Board  deemed to be
inadequate.  The Board  decided it was in the best interest of  shareholders  to
continue to pursue its business plan.  That does not imply that by rejecting the
March 2004 offer the  Registrant  did not want to expand its market  area in the
future.  At the Board  retreat in January  2005,  the Board  considered  several
strategic  initiatives  including going private and the possibility of acquiring
another bank. The Board  determined that it did not have the resources to pursue
going private and an  acquisition  at the same time. The Board decided to pursue
the  acquisition  first.  The acquisition  would have expanded the  Registrant's
market area to include an attractive market in east Tennessee. More importantly,
the target was a bank with a similar  operating  philosophy and business plan as
the Registrant,  and management  felt the  integration  risk was relatively low.
However,  the target was not interested in a merger with Registrant.  As soon as
this was determined, the Board resumed its consideration of going private.

4. Registrant has clarified that the unsolicited  offer was for a total purchase
price of $22.00 which was to have been a combination  of cash and stock.  Please
see page 13.

5. Registrant did not engage the services of a financial advisor to evaluate the
unsolicited offer in March 2004. The board of directors  evaluated the offer and
felt  comfortable  in  its  own  ability  to  review  the  proposal  and  make a
determination that it was not in the best interest of shareholders at that time.
Accordingly,  it declined to enter into  negotiations  or  discussions  with the
potential acquirer.

6.  Registrant has clarified on page 24 that it did not consider the unsolicited
offer in March 2004 in its fairness determination for the Going Private Merger.

7. Please see additional  discussion beginning on pag 14 regarding the November,
2004 and  January,  2005  presentations  made by  Triangle  to the  Board  which
outlines the material issues discussed in those presentations.

8. See additional  information regarding pro forma analysis beginning on page 16
as requested.

9. The  "qualifications  and limitations" of Triangle's price range are the same
qualifications  and limitations  discussed in the section  entitled  "Opinion of
Financial  Advisor."  Because  these  are  fairly  extensive,   we  have  simply
cross-referenced that section and specifically state that the discussion

                                       2
<PAGE>

in "Opinion of Financial Advisor" has a more comprehensive  discussion regarding
these "qualifications and limitations."  Please see page 17.

Effects of the Going Private Merger

10.  Registrant  has revised the  disclosure  beginning on page 20 as requested,
with the  exception  that the  officers  of United  Tennessee  will  continue to
certify the accuracy of the financial  statement of United Tennessee as required
under the rules and regulations of the Office of Thrift Supervision.

11. Registrant has included the omitted language from the hypothetical scenario.
Please see page 22.

Recommendation  of  the Board of Directors; Fairness of the Going Private Merger
Proposal

12.  Registrant has revised the proxy  statement to quantify what it believes to
be the  decrease in  expenses  associated  with the number of  security  holders
holding small positions in the stock of United Tennessee. Please see page 22.

13.  Registrant  has revised the proxy  statement to expand its discussion as to
fairness  related  to  unaffiliated  shareholders  who  are  cashed  out  and to
unaffiliated shareholders who remain as shareholders of United Tennessee. Please
see Summary Term Sheet on page 3, and the discussion on beginning on page 14.

Determination of Fairness of Merger ....

14.  Registrant  has disclosed that its officers and directors are affiliates as
well as filing persons. Please see page 25.

Opinion of Financial Advisor

15.  Registrant  has  disclosed  that  there has been no  material  relationship
between it and Triangle within the last two years. Please see page 26.

16. Please see additional  discussion regarding projections provided to Triangle
by  United  Tennessee  beginning  on page 26. As a point of  clarification,  the
assumptions  management  provided to  Triangle  were more  extensive  than those
regarding  dividend  payment amounts and total asset growth,  and as a result my
response to item no. 40 in my August 8, 2005 letter is corrected accordingly.

17.  Registrant  inadvertently  omitted the information  from the table that was
filed with the EDGAR  version.  The omission  has been  corrected on page 29. In
addition we have now added headings to the table which assist the reader.

                                       3

<PAGE>

18.  Please  see page 31 for the  revision  requested  in which we  deleted  the
language stating "including those shareholders receiving cash as a result of the
Going Private Merger and those  remaining  shareholders  after the Going Private
Merger." As a point of clarification,  Triangle's  fairness opinion is addressed
to United Tennessee's Board of Directors rather than its shareholders.

19. Please see additional  discussion in response to your comment in the section
entitled "Opinion of Financial Advisor" beginning on page 25.

20. Please see additional  discussion in response to your comment in the section
entitled   "Opinion  of   Financial   Advisor;   Reconciliation   of   Valuation
Methodologies" on page 31.

Material U.S. Federal Income tax Consequences of the Going Private Merger

21.  Registrant has revised the proxy  statement to summarize the tax opinion of
counsel. Please see page 32.

22. Registrant has revised the section to disclose that neither United Tennessee
nor Merger Corp.  will  recognize  gain or loss for federal income tax purposes.
See page 32.

23.  Registrant  has revised the  language to delete the word  "encourage"  and,
instead is "recommending" that its shareholders  consult their own tax advisors.
Please see page 32.

Conduct of United Tennessee' Business after the Going Private Merger

24.  Registrant has revised the proxy statement to clarify that United Tennessee
will not be relieved of its  obligation to comply with the proxy rules,  and its
officer,   directors  and  securityholders  will  not  be  relieved  from  their
obligation under Section 16 for 90 days. See page 35.

Proposal 2 --Election of Directors

25. Mr. Inman is currently a member of the board of directors of Newport Federal
Bank but is not currently a member of the board of United Tennessee  Bankshares,
Inc.  Registrant  has added  language it believes  will make this clearer to the
reader. Please see page 46.

     We have provided  staff with marked copies of the amendment to the Schedule
14A and Schedule 13E-3 to expedite its review.

     If you have any questions or require  additional  information,  please feel
free to contact me.

                                    Very truly yours,

                                    /s/ Linda M. Crouch-McCreadie

Enclosure

cc:      Richard G. Harwood

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