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      UTBI CORRESPONDENCE 12-16-05

    BAKER

    DONELSON

    BEARMAN
      & CALDWELL

    & BERKOWITZ, PC

    Linda
      M.
      Crouch

    Direct
      Dial:
      423-975-7623

    Direct
      Fax:
      423-979-7623

    E-Mail
      Address:
      lcrouch@bakerdonelson.com

    December
      16, 2005

    Ms.
      Jessica Livingston

    Senior
      Attorney

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    Mail
      Stop
      4561

    450
      Fifth
      Street

    Washington,
      D.C. 20549

              Re:

              United
                Tennessee Bankshares, Inc

 Amended
      Definitive Proxy
      Statement (DEFR14A)

              File
                No. 000-23551

    Dear
      Ms.
      Livingston:

    On
      behalf
      of United Tennessee Bankshares, Inc. (the "Registrant"), we hereby advise you
      that the Registrant has today filed an amendment to the Definitive Proxy
      Statement issued October 7, 2005 as well as an amendment to the related Schedule
      13e-3 previously filed.

    On
      November 8, 2005, shortly before the annual meeting scheduled for November
      10,
      2005, Registrant received verbal notification from its independent registered
      accounting firm, Pugh & Company, P.C., that the financial statements
      contained in its annual reports on Form 10-KSB for the years ended December
      31,
      2003 and 2004 and the quarterly reports on Form 10-QSB for the quarters ended
      March 31, 2005 and June 30, 2005 must be restated to correct the recording
      of
      expense associated with the repurchase of its common stock from employees and
      directors for the affected periods. The meeting scheduled for November 10,
      2005
      was adjourned until the restated information could be prepared and filed with
      the SEC and mailed to Registrant's shareholders. Registrant has now restated
      the
      financials and on December 6, 2005, filed the required amendments with the
      SEC.
      Registrant will deliver its annual report for the year ended December 31, 2004
      on Form 10-KSB, as amended, and the quarterly report on Form 10-QSB for the
      quarter ended September 30, 2005 with its amended proxy statement. We refer
      you
      to the Explanatory Note and to Note 2 to the financial statements in the amended
      Form 10-KSB and the amended Form 10-QSB's for an explanation of the effects
      of
      the restatement on our financials.

    In
      addition, please note that while the cash to be received by the shareholders
      in
      the transaction remains the same as described in the proxy statement dated
      October 7, 2005, the firm issuing the fairness opinion is no longer Triangle
      Capital Partners but Howe Barnes Investments, Inc. The representatives of
      Triangle who prepared the opinion in April are no longer working at Triangle
      but
      are now employed by Howe Barnes. Thus, Howe Barnes has issued the updated
      opinion as of December 7, 2005 using the same analysis and procedures as when
      these representatives were with Triangle. They have confirmed the fairness
      of
      $22.00 per share from a financial point of view.

    We
      would
      appreciate an expedited review of the filing so we may reconvene the meeting
      as
      soon as possible. If you have any questions, please feel free to contact the
      undersigned.

    Best
      regards,

    /s/Linda
      M. Crouch

    Cc: Richard
      Harwood