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  Uniti Group Corporate
Headquarters

2101 Riverfront Drive, Suite A

Little Rock, AR 72202

501.850.0820 | uniti.com

VIA EDGAR

September 12, 2024

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:	      Inessa
Kessman

Robert Littlepage

Re:	        Uniti
Group Inc.

Form 10-K for the Fiscal Year
ended December 31, 2023

Form 10-Q for the Fiscal Quarters
Ended June 30, 2024

File No. 001-36708

Ladies and Gentlemen:

This letter sets forth the
response of Uniti Group Inc. (the “Company”) to the comments from the Staff of the Division of Corporation Finance (the “Staff”),
of the United States Securities and Exchange Commission (the “Commission”), received by letter dated August 30, 2024,
regarding the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023 filed with the Commission
on February 29, 2024, as subsequently amended (the “2023 Form 10-K”) and the Company’s Quarterly Report on
Form 10-Q for the Fiscal Quarter Ended June 30, 2024 filed with the Commission on August 1, 2024. For your convenience,
we have included each of the Staff’s comments below, immediately followed by our response thereto.

Form 10-K for the Fiscal Year Ended December 31,
2023

Notes to the Consolidated Financial Statements

Note 2. Basis of Presentation and Consolidation

Immaterial Error Correction of Previously
Issued Financial Statements, page 61

 1. We note you had an error for the three and
                                            nine months ended September 30, 2023 which you believe is immaterial. It is not clear
                                            to us why a non-GAAP measure is noted as a basis to determine materiality. Please provide
                                            us with your materiality analysis. Refer to the guidance in SAB 99.

Response:
The Company acknowledges the Staff’s comment and respectfully submits that the Company considered both GAAP and non-GAAP measures
in reaching its conclusion that the error in the previously issued consolidated financial statements as of September 30, 2023 and
for the three and nine months ended September 30, 2023 is not material pursuant to guidance in Staff Accounting Bulletin No. 99
(“SAB 99”).

An assessment of materiality requires that management
view the facts in the context of the surrounding circumstances or the total mix of information, which includes both quantitative and
qualitative factors in assessing an item’s materiality.

Quantitative Analysis

The Company first considers total assets when
assessing quantitative materiality. The Company believes that financial statements users are likely to focus primarily on total assets
as the underlying assets (particularly property, plant and equipment, which constitutes a significant portion of the Company’s
total assets) generate the cash flows and distributions to investors. Additionally, total assets reflect the size of the business, which
investors use to assess the Company’s ability to generate future cash flows. The Company believes that total assets are most often
used by Real Estate Investment Trusts (“REITs”) and other asset intensive industries to establish and assess quantitative
materiality. Total assets provide a stable and predictable base to evaluate materiality. As a result of these factors, the Company identified
total assets as the most relevant GAAP metric for assessing quantitative materiality. The Company determined materiality of $25 million
for fiscal year 2023, using 0.5% of total assets as the benchmark. However, this was the starting point for the evaluation of the total
mix of information for assessing overall materiality of the error.

The following tables reflect the impact of the
correction of the error in the Company’s Condensed Consolidated Financial Statements as of September 30, 2023 and for the
three and nine months ended September 30, 2023.

Unaudited Condensed Consolidated Balance Sheet:

    September 30, 2023

    (Thousands)
    As Reported
    Adjustment
    As Adjusted
    % Change

    Goodwill
    $ 208,378
    $ (50,998 )
    $ 157,380
      -24.5 %

    Deferred income tax assets, net
    $ 90,792
    $ 13,035
    $ 103,827
      14.4 %

    Total Assets
    $ 4,981,325
    $ (37,963 )
    $ 4,943,362
      -0.8 %

    Distributions in excess of accumulated earnings
    $ (3,665,569 )
    $ (37,946 )
    $ (3,703,515 )
      1.0 %

    Total Uniti shareholders' deficit
    $ (2,446,730 )
    $ (37,946 )
    $ (2,484,676 )
      1.6 %

    Operating partnership units
    $ 2,040
    $ (17 )
    $ 2,023
      -0.8 %

    Total shareholders' deficit
    $ (2,444,440 )
    $ (37,963 )
    $ (2,482,403 )
      1.6 %

    Total Liabilities and Shareholders' Deficit
    $ 4,981,325
    $ (37,963 )
    $ 4,943,362
      -0.8 %

Unaudited Condensed Consolidated Statement of
Loss and Comprehensive Loss:

    Three Months Ended September 30, 2023

    (Thousands, except per share data)
    As Reported
    Adjustment
    As Adjusted
    % Change

    Goodwill impairment
    $ 153,000
    $ 50,998
    $ 203,998
      33.3 %

    Total costs and expenses
    $ 415,353
    $ 50,998
    $ 466,351
      12.3 %

    Loss before income taxes and equity in earnings from unconsolidated entities
    $ (124,698 )
    $ (50,998 )
    $ (175,696 )
      40.9 %

    Income tax benefit
    $ (43,095 )
    $ (13,035 )
    $ (56,130 )
      30.2 %

    Net loss
    $ (80,933 )
    $ (37,963 )
    $ (118,896 )
      46.9 %

    Net loss attributable to noncontrolling interests
    $ (36 )
    $ (17 )
    $ (53 )
      47.2 %

    Net loss attributable to shareholders
    $ (80,897 )
    $ (37,946 )
    $ (118,843 )
      46.9 %

    Net loss attributable to common shareholders
    $ (81,223 )
    $ (37,946 )
    $ (119,169 )
      46.7 %

    Earnings per share - Basic
    $ (0.34 )
    $ (0.16 )
    $ (0.50 )
      147.1 %

    Earnings per share - Diluted
    $ (0.34 )
    $ (0.16 )
    $ (0.50 )
      147.1 %

    Comprehensive loss:

    Net loss
    $ (80,933 )
    $ (37,963 )
    $ (118,896 )
      46.9 %

    Comprehensive loss
    $ (80,933 )
    $ (37,963 )
    $ (118,896 )
      46.9 %

    Comprehensive loss attributable to noncontrolling interest
    $ (36 )
    $ (17 )
    $ (53 )
      47.2 %

    Comprehensive loss attributable to shareholders
    $ (80,897 )
    $ (37,946 )
    $ (118,843 )
      46.9 %

    Nine Months Ended September 30, 2023

    (Thousands, except per share data)
    As Reported
    Adjustment
    As Adjusted
    % Change

    Goodwill impairment
    $ 153,000
    $ 50,998
    $ 203,998
      33.3 %

    Total costs and expenses
    $ 990,535
    $ 50,998
    $ 1,041,533
      5.1 %

    Loss before income taxes and equity in earnings from unconsolidated entities
    $ (126,360 )
    $ (50,998 )
    $ (177,358 )
      40.4 %

    Income tax benefit
    $ (49,864 )
    $ (13,035 )
    $ (62,899 )
      26.1 %

    Net loss
    $ (74,506 )
    $ (37,963 )
    $ (112,469 )
      51.0 %

    Net loss attributable to noncontrolling interests
    $ (33 )
    $ (17 )
    $ (50 )
      51.5 %

    Net loss attributable to shareholders
    $ (74,473 )
    $ (37,946 )
    $ (112,419 )
      51.0 %

    Net loss attributable to common shareholders
    $ (75,378 )
    $ (37,946 )
    $ (113,324 )
      50.3 %

    Earnings per share - Basic
    $ (0.32 )
    $ (0.16 )
    $ (0.50 )
      156.3 %

    Earnings per share - Diluted
    $ (0.32 )
    $ (0.16 )
    $ (0.50 )
      156.3 %

    Comprehensive loss:

    Net loss
    $ (74,506 )
    $ (37,963 )
    $ (112,469 )
      51.0 %

    Comprehensive loss
    $ (74,506 )
    $ (37,963 )
    $ (112,469 )
      51.0 %

    Comprehensive loss attributable to noncontrolling interest
    $ (33 )
    $ (17 )
    $ (50 )
      51.5 %

    Comprehensive loss attributable to shareholders
    $ (74,473 )
    $ (37,946 )
    $ (112,419 )
      51.0 %

Unaudited Condensed Consolidated Statement of
Cash Flows:

    Nine Months Ended September 30, 2023

    (Thousands, except per share data)
    As Reported
    Adjustment
    As Adjusted
    % Change

    Cash flows from Operating Activities

    Net loss
    $ (74,506 )
    $ (37,963 )
    $ (112,469 )
      51.0 %

    Adjustments to reconcile net loss to net cash provided by operating activities:

    Deferred income taxes
    $ (50,161 )
    $ (13,035 )
    $ (63,196 )
      26.0 %

    Goodwill impairment
    $ 153,000
    $ 50,998
    $ 203,998
      33.3 %

    Net cash provided by operating activities
    $ 190,575
    $ -
    $ 190,575
      0.0 %

With respect to the balance sheet as of September 30,
2023, the adjustments to total assets and total shareholders’ deficit both exceed our established quantitative materiality, but
the Company notes that the error relative to total assets and total shareholders’ deficit was less than 1% and approximately 1.6%,
respectively, of the previously reported amounts. With respect to the statement of cash flows, there was no change in the net cash provided
by (used in) operating, investing or financing activities.

With regard to the statement of loss for the
three months ended September 30, 2023, the adjustments to the goodwill impairment line item and net loss were $51 million (or 33%)
and $38 million (or 47%), respectively, both of which exceed our established quantitative materiality. The nine months ended September 30,
2023, were similarly impacted, with adjustments to the goodwill impairment line and net loss of 33% and 51%, respectively.

Although the effect of the error within total
assets, shareholders’ deficit, goodwill impairment and net loss (all GAAP measures) quantitatively exceeded our established materiality,
the Company does not believe the judgement of a reasonable person would be changed or influenced by the nature and impact of the error.
Specifically, the Company is a REIT, and we believe that most investors and analysts focus on the Company’s ability to generate
cash flows to pay and grow dividends. The additional goodwill impairment is a non-cash charge that does not affect the Company’s
ability to generate cash flows, pay dividends to investors, or service its debt.

Qualitative Analysis

In addition to assessing quantitative factors
and consistent with the guidance in SAB 99, the Company considered qualitative factors in its evaluation of the materiality of the error.
The following is the list of factors evaluated in determining whether the error was material, as well as our assessment of each of these
factors:

 · Whether
                                            the error arises from an item capable of precise measurement or whether it arises from an
                                            estimate and, if so, the degree of imprecision inherent in the estimate.

Assessment:
The error relates to measuring the amount of the goodwill impairment. Goodwill impairment is based on the estimated fair value of the
reporting unit and therefore is subject to measurement uncertainty. However, the error specifically relates to the determination of the
income tax benefits associated with the goodwill impairment, which requires the use of a simultaneous equation to calculate the income
tax benefits. The calculation of income tax benefits is capable of precise measure, but it primarily affects the amount of the goodwill
impairment, which is based on an estimate and not capable of a precise measure.

 · Whether
                                            the error masks a change in earnings or other trends.

Assessment:
The Company was in a net loss position before and after the error corrections for the three and nine months ended September 30,
2023. The net loss for these periods was largely driven by the goodwill impairment charge. Additionally, the error did not affect any
trend in earnings as net income has been largely impacted recently by goodwill impairment charges, debt refinancing costs, and gains
on sales of real estate and operations. Additionally, the error does not affect other trends in revenues, operating expenses, general
and administrative expenses, interest expenses or cash flows.

 · Whether
                                            the error hides a failure to meet analysts’ consensus expectations for the enterprise.

Assessment:
The Company believes that analysts largely assess the Company’s performance as a REIT by evaluating its ability to generate cash
flows to pay and grow dividends. Accordingly, analysts use performance measures focused on cash flows such as Adjusted EBITDA and Adjusted
Funds From Operations (“AFFO”). The misstatement had no effect on the Company’s reported consolidated Adjusted EBITDA
and AFFO. Although not the primary focus of the Company’s materiality evaluation, management believes that the error’s lack
of impact on these performance measures is an important factor to consider in the overall evaluation. Further, the Company has previously
recognized goodwill impairments that were attributable to prevailing macroeconomic and financial market factors, and also indicated in
forward-looking comments that future increases in interest rates could result in further impairments regardless of the underlying performance
of the Fiber segment. As a result of our historical goodwill impairment, we believe that a reasonable person would understand that future
impairments due to changes in interest rate environments were foreseeable.

 · Whether
                                            the error changes a loss into income or vice versa.

Assessment:
The Company was in a net loss position before and after the correction.

 · Whether
                                            the error concerns a segment or other portion of the registrant’s business that has
                                            been identified as playing a significant role in the registrant’s operations or profitability.

Assessment:
The error only impacted the Fiber segment. As noted in our segment disclosures, management evaluates segment performance using Adjusted
EBITDA and believes that it is a useful measure for users of the financial statements to evaluate performance. The error does not affect
the amount of Adjusted EBITDA disclosed for our Fiber segment disclosures. Additionally, as we disclosed, we believe that the goodwill
impairment was largely the result of macroeconomic and financial markets. Accordingly, we believe that the additional impairment recognized
for the income tax effects is not a reflection of Fiber's fundamental operations and performance.

 · Whether
                                            the error affects the registrant’s compliance with regulatory requirements.

Assessment:
Goodwill impairment charges do not impact regulatory compliance of the Company.

 · Whether
                                            the error affects the registrant’s compliance with loan covenants or other contractual
                                            requirements.

Assessment:
Loan covenant calculations are not impacted by the Company’s goodwill balance or by goodwill impairment charges. The Company’s
loan covenants are based on a leverage metric that is based on a defined Adjusted EBITDA metric, which explicitly excludes the impact
of income taxes and goodwill impairment charges from the calculation of Adjusted EBITDA.

 · Whether
                                            the error has the effect of increasing management’s compensation - for example, by
                                            satisfying requirements for the award of bonuses or other forms of incentive compensation.

Assessment:
The error did not increase management’s compensation in 2023. Management’s short-term incentive compensation for 2023 was
based on consolidated AFFO, churn, bookings, installations and selling, general and administrativ