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    Uniti
    Group Corporate Headquarters

    2101 Riverfront Drive, Suite A

    Little Rock, AR 72202

    501.850.0820 | uniti.com

VIA EDGAR

November 8, 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 follow-up 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 October 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-Q for the Fiscal Quarters Ended
June 30, 2024

Non-GAAP Financial Measures, page 51

 1. We note your response to prior comment 2. Please
                                            provide similar information in future filings. Also, quantify items in footnote 4 of the
                                            reconciliation. Provide us with your proposed future disclosure.

Response: The Company acknowledges
the Staff’s comment and respectively submits that we will expand our disclosure in future filings to quantify what is included
in the “Other, net” line item in our Adjusted EBITDA reconciliation, starting with the Quarterly Report on Form 10-Q
for the quarter ended September 30, 2024 (the “Q3-24 Form 10-Q”), which the Company filed with the Commission concurrently
with the filing of this correspondence. The following is the disclosure included in the Q3-24 Form 10-Q:

The reconciliation of our net income (loss) to
EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023 is as follows:

    Three Months Ended

September 30,
    Nine Months Ended

 September 30,

    (Thousands)
    2024
    2023

 (as restated)

    2024
    2023

 (as restated)

    Net income (loss)
    $ 12,230
    $ (118,896 )
    $ 71,859
    $ (112,469 )

    Depreciation and amortization
      79,325
      77,337
      234,862
      231,379

    Interest expense, net
      131,007
      120,691
      381,693
      389,243

    Income tax benefit
      (5,935 )
      (56,130 )
      (13,869 )
      (62,899 )

    EBITDA
    $ 216,627
    $ 23,002
    $ 674,545
    $ 445,254

    Stock based compensation
      3,375
      3,148
      10,120
      9,408

    Transaction related and other costs
      14,404
      1,441
      31,068
      9,805

    Goodwill impairment
      —
      203,998
      —
      203,998

    Gain on sale of real estate
      —
      (1,424 )
      (18,999 )
      (1,424 )

    Other, net(1)
      918
      2,091
      3,877
      23,073

    Adjustments for equity in earnings from unconsolidated entities
      —
      754
      —
      2,264

    Adjusted EBITDA
    $ 235,324
    $ 233,010
    $ 700,611
    $ 692,378

(1) A reconciliation of Other expense (income), net
as reported in our Condensed Consolidated Statements of Income (Loss) to Other, net is as follows:

    Three Months Ended
September 30,
    Nine Months Ended
September 30,

    (Thousands)
    2024
    2023
(as restated)
    2024
    2023
(as restated)

    Other expense (income), net
    $ -
    $ 1,435
    $ (301 )
    $ 21,323

    Amortization of non-cash rights-of-use assets(a)
      851
      759
      2,521
      2,277

    Severance costs(b)
      67
      -
      1,657
      -

    Insurance recovery(a)
      -
      (103 )
      -
      (527 )

    Other, net
    $ 918
    $ 2,091
    $ 3,877
    $ 23,073

(a) Included within the “Operating
expense (exclusive of depreciation and amortization)” line item in our Condensed Consolidated Statements of Income (Loss).

(b) Included within the “General and
administration expense” line item in our Condensed Consolidated Statements of Income (Loss).

Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Outlook, page 56

 2. We note your response to prior comment 3. Please
                                            provide us with your proposed future disclosure.

Response: The Company acknowledges
the Staff’s comment. The following is the disclosure included in the Q3-24 Form 10-Q:

Outlook

We anticipate continuing to invest in our network
infrastructure across our Uniti Leasing and Uniti Fiber portfolios. We anticipate that we will partially finance these needs, as well
as operating expenses (including our debt service obligations), from our cash on hand, borrowings under our Revolving Credit Facility
and ABS Loan Facility, and cash flows provided by operating activities. As of September 30, 2024, we had $495.0 million in borrowing
availability under our Revolving Credit Facility. Additionally, we have up to $75.0 million in borrowing availability under our ABS Loan
Facility, subject to satisfying certain financial metrics and transferring certain additional assets into the facility as collateral,
which we expect will occur within twelve months. In addition, we anticipate our cash on hand and borrowing availability under the Revolving
Credit Facility and ABS Loan Facility, combined with our cash flows provided by operating activities, will be sufficient to fund our
business operations, reimbursement commitments for Growth Capital Improvements and obligations under the settlement agreement with Windstream,
and debt service over the next twelve months. However, we may need to access the capital markets to generate additional funds to fund
such expenditures. On a longer-term basis, the Company believes the same sources of liquidity and capital will be sufficient to satisfy
these liquidity needs and anticipated capital expenditures, which we anticipate will be in line with historic amounts. See “Liquidity
and Capital Resources” and “—Capital Expenditures” for additional information. A significant portion of the Company’s
indebtedness matures within the next four years, and the Company expects that it will need to refinance or repay its indebtedness at
maturity by raising additional capital (which could include a combination of equity offerings and/or debt offerings) or instead seek
to extend the applicable maturity dates of its indebtedness. We closely monitor the equity and debt markets and may seek to access them
promptly if and when we determine market conditions are appropriate.

The amount, nature and timing of any capital
markets transactions will depend on: our operating performance and other circumstances; our then-current commitments and obligations;
the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market
conditions. These expectations are forward-looking and subject to several uncertainties and assumptions. If our expectations about our
liquidity prove to be incorrect or we are unable to access the capital markets as we anticipate, we would be subject to a shortfall in
liquidity in the future which could lead to a reduction in our capital expenditures and/or dividends and, in an extreme case, our ability
to pay our debt service obligations. If this shortfall occurs rapidly and with little or no notice, it could limit our ability to address
the shortfall on a timely basis.

In addition to exploring potential capital markets
transactions, the Company regularly evaluates market conditions, its liquidity profile, and various financing alternatives for opportunities
to enhance its capital structure. If opportunities are favorable, the Company may refinance or repurchase existing debt. However, there
can be no assurances that any debt refinancing would be on similar or more favorable terms than our existing arrangements. This would
include the risk that interest rates could increase and/or there may be changes to our existing covenants.

Form 10-K Fiscal Year Ended December 31,
2023

Note 2. Basis of Presentation and Consolidation

Immaterial Error Correction of Previously
Issued Financial Statements, page 61

 3. We note your response to prior comment 1. Given
                                            the quantitative significance of the error, and that we do not agree that the factors cited
                                            in your qualitative assessment overcome such significance, we disagree with your conclusion
                                            that the error was immaterial. Accordingly, we have concluded the Company’s consolidated
                                            financial statements for the three and nine months ended September 30, 2023 are materially
                                            misstated and therefore, should be restated. Please tell us how you intend to address the
                                            error in your reporting.

Response: The Company acknowledges
the Staff’s comment and respectively submits that it will restate the unaudited condensed consolidated financial statements as
of and for the three and nine months ended September 30, 2023 (the “2023 Interim Financial Statements”).

On October 31, 2024,
the Company filed a Current Report on Form 8-K to provide disclosure under Item 4.02 thereof regarding non-reliance on the previously
issued 2023 Interim Financial Statements. The Company also included restated 2023 Interim Financial Statements in the Q3-24 Form 10-Q.

***

The Company respectfully
acknowledges that it is responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action, or
absence of action by the Staff.

We believe the above responses
address your comments. However, if you have further comments or need additional information, please feel free to contact me directly
at paul.bullington@uniti.com.

    Sincerely,

    /s/ Paul E. Bullington

    Paul E. Bullington

    Senior Vice President – Chief Financial
    Officer and Treasurer