SecProbe.io

CORRESP
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 June 8, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549

 Attention:

 Aisha Adegbuyi

 Re: United Community Banks, Inc.
Registration Statement on Form S-4
File No. 333-296306
Request for Effectiveness

 Dear Ms. Adegbuyi:

 Reference is made to the Registration Statement
on Form S-4 (File No. 333-296306) filed by United Community Banks, Inc. (" United ") with the U.S. Securities
and Exchange Commission (the " SEC ") on May 28, 2026, as amended on June 8, 2026 (the " Registration
Statement ").

 United hereby requests the Registration Statement
be made effective at 4:01 p.m., Eastern Time, on June 10, 2026, or as soon as possible thereafter, in accordance with Rule 461
promulgated under the Securities Act of 1933, as amended.

 Please contact Brandon C. Price at (212) 403-1367
or bcprice@wlrk.com with any questions you may have concerning this letter, or if you require any additional information. Please notify
Mr. Price when this request for acceleration of effectiveness of the Registration Statement has been granted.

 [ Signature Page Follows ]

 Very truly yours,

 UNITED COMMUNITY BANKS, INC.

 By: /s/ Melinda Davis Lux

 Name: Melinda Davis Lux

 Title: General Counsel and Corporate Secretary

 cc: Brandon
C. Price, Wachtell, Lipton, Rosen & Katz

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 4, 2026

H. Lynn Harton
Chief Executive Officer
United Community Banks, Inc.
200 East Camperdown Way
Greenville, SC 29601

 Re: United Community Banks, Inc.
 Registration Statement on Form S-4
 Filed May 28, 2026
 File No. 333-296306
Dear H. Lynn Harton:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Brandon C. Price, Esq.
</TEXT>
</DOCUMENT>

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February 4, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:

  Aisha Adegbuyi

 Re: United Community Banks, Inc.

Registration Statement on Form S-4

File No. 333-284483

Request for Effectiveness

Dear Ms. Adegbuyi:

Reference is made to the Registration Statement
on Form S-4 (File No. 333-284483) filed by United Community Banks, Inc. (“United”) with the U.S. Securities
and Exchange Commission (the “SEC”) on January 24, 2025, as amended on February 4, 2025 (the “Registration
Statement”).

United hereby requests the Registration Statement
be made effective at 4:01 p.m., Eastern Time, on February 6, 2025, or as soon as possible thereafter, in accordance with Rule 461
promulgated under the Securities Act of 1933, as amended.

Please contact Brandon C. Price at (212) 403-1367
or bcprice@wlrk.com with any questions you may have concerning this letter, or if you require any additional information. Please notify
Mr. Price when this request for acceleration of effectiveness of the Registration Statement has been granted.

[Signature Page Follows]

    Very
    truly yours,

    UNITED
    COMMUNITY BANKS, INC.

 By: /s/ Melinda Davis Lux

 Name: Melinda Davis Lux

 Title: General Counsel and Corporate Secretary

 cc: Brandon C. Price, Wachtell, Lipton, Rosen & Katz

January 30, 2025
H. Lynn Harton
Chief Executive Officer
United Community Banks, Inc.
200 East Camperdown Way
Greenville, South Carolina 29601
Re:United Community Banks, Inc.
Registration Statement on Form S-4
Filed January 24, 2025
File No. 333-284483
Dear H. Lynn Harton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Brandon C. Price, Esq.

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MELINDA DAVIS LUX

EVP & General Counsel

2 W. Washington Street, Suite 700 | Greenville, SC 29601

(864) 241-8736 | Melinda_DavisLux@ucbi.com

April 20, 2023

Via EDGAR

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Attention: Tonya K. Aldave

 Re: United Community Banks, Inc.

Registration Statement on Form S-4

Filed April 6, 2023, as amended

File
No. 333-271173

Request for Effectiveness

Dear Ms. Aldave:

Reference is made to the Registration Statement
on Form S-4 (File No. 333-271173) filed by United Community Banks, Inc. (the “Company”) with the U.S.
Securities and Exchange Commission on April 6, 2023, as amended on April 20, 2023 (the “Registration Statement”).

The Company hereby requests that the effective
date for the Registration Statement be accelerated to 2:00 p.m., Eastern Time, on April 24, 2023, or as soon as possible thereafter,
pursuant to Rule 461 promulgated under the U.S. Securities Act of 1933, as amended.

Please contact Brandon C. Price of Wachtell, Lipton,
Rosen & Katz at (212) 403-1367 with any questions you may have concerning this letter or if you require any additional information.
Please notify Mr. Price when this request for acceleration of the effectiveness of the Registration Statement has been granted.

    Sincerely,

    /s/ Melinda Davis Lux

    Name:
    Melinda Davis Lux

    Title:
    General Counsel and Corporate Secretary

    cc:
    Brandon
C. Price, Wachtell, Lipton, Rosen & Katz

United States securities and exchange commission logo
April 18, 2023
H. Lynn Harton
Chief Executive Officer
United Community Banks, Inc.
125 Highway 515 East
Blairsville, GA 30512
Re:United Community Banks, Inc.
Registration Statement on Form S-4
Filed April 6, 2023
File No. 333-271173
Dear H. Lynn Harton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Brandon C. Price, Esq.

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United Community Banks, Inc.

2 West Washington Street, Suite 700

Greenville, South Carolina 29601

July 1, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:             Dave Gessert

Division of Corporate Finance

Office of Financial Services

Re:        United
Community Banks, Inc. (the “Registrant”)

Registration Statement on Form S-4

File No. 333-265839

Request for Acceleration

Ladies and Gentlemen:

Reference is made to the Registration
Statement on Form S-4 (File No. 333-265839) filed by the Registrant with the U.S. Securities and Exchange Commission on June 24, 2022,
as amended on July 1, 2022 (the “Registration Statement”).

Pursuant to Rule 461 under the Securities
Act of 1933 (the “Securities Act”), the Registrant hereby requests that the effective date for the above-referenced
Registration Statement be accelerated so that it will be declared effective under the Securities Act at 4:00 p.m., Eastern Time, on Tuesday,
July 5, 2022, or as soon thereafter as possible.

Please contact Lee Kiser of Nelson Mullins
Riley & Scarborough LLP, the Registrant’s legal counsel, at (864) 373-2210 with any questions you may have concerning this letter,
or if you require any additional information. Please notify him when this request for acceleration of effectiveness of the Registration
Statement has been granted.

    Sincerely,

    United Community Banks, Inc.

    By:
    /s/ Melinda Davis Lux

    Melinda Davis Lux

    Executive Vice President, General Counsel,

    and Corporate Secretary

United States securities and exchange commission logo
June 28, 2022
Melinda Davis Lux
General Counsel and Corporate Secretary
United Community Banks, Inc.
2 West Washington Street, Suite 700
Greenville, SC 29601
Re:United Community Banks, Inc.
Registration Statement on Form S-4
Filed June 24, 2022
File No. 333-265839
Dear Ms. Davis Lux:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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United Community Banks, Inc.

2 West Washington Street, Suite 700

Greenville, South Carolina 29601

October 20, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:                David
Lin

Division of Corporate Finance

Office of Financial Services

Re:          United
Community Banks, Inc. (the “Registrant”)

Registration Statement on Form S-4

File No. 333-260081

Request for Acceleration

Ladies and Gentlemen:

Reference is made to the Registration
Statement on Form S-4 (File No. 333-260081) filed by the Registrant with the U.S. Securities and Exchange Commission on October 6,
2021, as amended on October 20, 2021 (the “Registration Statement”).

Pursuant to Rule 461
under the Securities Act of 1933 (the “Securities Act”), the Registrant hereby requests that the effective date
for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at 4:00
p.m., Eastern Time, on Friday, October 22, 2021, or as soon thereafter as possible.

Please contact Lee Kiser of
Nelson Mullins Riley & Scarborough LLP, the Registrant’s legal counsel, at (864) 373-2210 with any questions you may have
concerning this letter, or if you require any additional information. Please notify him when this request for acceleration of effectiveness
of the Registration Statement has been granted.

    Sincerely,

    United Community Banks, Inc.

    By:
    /s/ H. Lynn Harton

    H. Lynn Harton

    Chairman, President, and Chief Executive Officer

United States securities and exchange commission logo
October 14, 2021
H. Lynn Harton
Chairman, President and Chief Executive Officer
United Community Banks, Inc.
125 Highway 515 East
Blairsville, GA 30512
Re:United Community Banks, Inc.
Registration Statement on Form S-4
Filed October 6, 2021
File No. 333-260081
Dear Mr. Harton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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United Community Banks, Inc.

2 West Washington Street, Suite 700

Greenville, South Carolina 29601

August 5, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

    Attention:
    Eric Envall

    Division of Corporation Finance

    Office of Financial Services

    Re:
    United Community Banks, Inc. (the “Registrant”)

    Registration Statement on Form S-4 (File No. 333-258278)

    Request for Acceleration

Ladies and Gentlemen:

Reference is made to the Registration Statement
on Form S-4 (File No. 333-258278) filed by the Registrant with the U.S. Securities and Exchange Commission on July 29,
2021, as amended on August 5, 2021.

Pursuant to Rule 461 under the Securities
Act of 1933 (the “Securities Act”), the Registrant hereby requests that the effective date for the above-referenced Registration
Statement be accelerated so that it will be declared effective under the Securities Act at 4:00 p.m., Eastern Time, on Friday, August 6,
2021, or as soon thereafter as possible.

The Staff should feel free to contact Lee Kiser
of Nelson Mullins Riley & Scarborough LLP, the Registrant’s legal counsel, at (864) 373-2210 with any questions or comments.

    Sincerely,

    United Community Banks, Inc.

    By:
    /s/ Melinda Davis Lux

    Melinda Davis Lux

    General Counsel

United States securities and exchange commission logo
August 3, 2021
H. Lynn Harton
Chairman, President and Chief Executive Officer
United Community Banks, Inc.
2 West Washington Street
Suite 700
Greenville, SC 29601
Re:United Community Banks, Inc.
Registration Statement on Form S-4
Filed July 29, 2021
File No. 333-258278
Dear Mr. Harton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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United Community Banks, Inc.

125 Highway 515 East

Blairsville, Georgia 30512

May 8, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: United Community Banks, Inc.

Registration Statement on Form S-4

File No. 333-237862

Request for Acceleration

Ladies and Gentlemen:

Reference is made to
the Registration Statement on Form S-4 (File No. 333-237862) filed by United Community Banks, Inc. (the “Company”)
with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2020, as amended on May 8,
2020 (the “Registration Statement”).

The Company hereby
requests the Registration Statement be made effective at 9:30 a.m., Eastern Time, on May 11, 2020, or as soon as possible thereafter,
in accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended.

	Please contact
Neil E. Grayson of Nelson Mullins Riley & Scarborough LLP at (864) 373-2235 with any questions you may have concerning this
letter, or if you require any additional information. Please notify him when this request for acceleration of effectiveness of
the Registration Statement has been granted.

    Sincerely,

    United Community Banks, Inc.

    By:
    /s/ Melinda Davis Lux

    Melinda Davis Lux

    General Counsel

United States securities and exchange commission logo
May 1, 2020
H. Lynn Harton
Chief Executive Officer
United Community Banks, Inc.
2 West Washington Street, Suite 700
Greenville, SC 29601
Re:United Community Banks, Inc.
Registration Statement on Form S-4
Filed April 27, 2020
File No. 333-237862
Dear Mr. Harton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-
8071 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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September 15, 2017

VIA E-MAIL & EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    United Community Banks, Inc.

    Registration Statement on Form S-4

    (File No. 333-220293)

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, United Community Banks, Inc. (the “Registrant”) hereby requests acceleration
of the effective date of the above-referenced Registration Statement on Form S-4 to 5:00 p.m. (Eastern Time), September 19, 2017
or as soon thereafter as practicable. The Registrant also requests the Commission to specifically confirm such effective date and
time to the Registrant in writing.

In connection with
this request, the Registrant acknowledges that the declaration by the Commission or the staff of the effectiveness of the above-referenced
Form S-4 does not foreclose the Commission from taking any action with respect to the filing and does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the filing. The Registrant further acknowledges
that it may not assert the action by the Commission or the staff in declaring the above-referenced Registration Statement on Form
S-4 effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

Please contact me at
(864) 240-6208, or James W. Stevens of the law firm of Troutman Sanders LLP at (404) 885-3721, with any questions or comments,
or to notify the Registrant telephonically of the effectiveness of the Registration Statement.

    Sincerely,

    UNITED COMMUNITY BANKS, INC.

    By:
    /s/ Jefferson L. Harralson

    Jefferson L. Harralson

    Executive Vice President and Chief Financial Officer

Mail Stop 4720
September 11 , 201 7

Jimmy C. Tallent
Chair man and Chief Executive Officer
United Community Banks, Inc.
125 Highway 515 East
Blairsville, GA 30512

Re: United Community Banks, Inc.
  Registration Statement on Form S-4
Filed  August 31, 2017
  File No.  333-220293

Dear Mr. Tallent :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding  any review, comments, action or absence of action by the staff.

Please  contact David Gessert at (202) 551 -2326 with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

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June 15, 2017

VIA E-MAIL & EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: United Community Banks, Inc.

Registration Statement on Form S-4

(File No. 333-218065)

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, United Community Banks, Inc. (the “Registrant”) hereby requests acceleration
of the effective date of the above-referenced Registration Statement on Form S-4 to 5:00 p.m. (Eastern Time), June 16, 2017 or
as soon thereafter as practicable. The Registrant also requests the Commission to specifically confirm such effective date and
time to the Registrant in writing.

In connection with
this request, the Registrant acknowledges that the declaration by the Commission or the staff of the effectiveness of the above-referenced
Form S-4 does not foreclose the Commission from taking any action with respect to the filing and does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the filing. The Registrant further acknowledges
that it may not assert the action by the Commission or the staff in declaring the above-referenced Registration Statement on Form
S-4 effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

Please contact me at
(864) 240-6208, or James W. Stevens of the law firm of Troutman Sanders LLP at (404) 885-3721, with any questions or comments,
or to notify the Registrant telephonically of the effectiveness of the Registration Statement.

    Sincerely,

    UNITED COMMUNITY BANKS, INC.

    By:
    /s/ Jefferson L. Harralson

    Jefferson L. Harralson

    Executive Vice President and Chief Financial Officer

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        James Stevens

        404.885.3721 telephone

        404.885.3900 facsimile

        james.stevens@troutmansanders.com

        TROUTMAN SANDERS LLP

        Attorneys at Law

        Bank of America Plaza

        600 Peachtree Street NE, Suite 5200

        Atlanta, Georgia 30308-2216

        404.885.3000 telephone

        troutmansanders.com

June 8, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: David Gessert

    Re:
    United Community Banks, Inc.

Registration Statement on Form S-4

Filed May 17, 2017

File No. 333-218065

Dear David:

On behalf of our client,
United Community Banks, Inc. (the “Company,” “we,” “us” or “our”), we have set
forth herein the Company’s response to the comment received telephonically on June 5, 2017 from the Staff of the Division
of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”),
with respect to the Registration Statement on Form S-4 filed by the Company on May 17, 2017 (File No. 333-218065) (the “Registration
Statement”).

For your convenience,
we have set forth a summary of the comment received telephonically in bold typeface and have included the Company’s response
below it.

 1. Please provide your analysis as to how you determined HCSB Financial Corporation’s eligibility
for incorporation by reference.

Response

The Company
respectfully submits that HCSB Financial Corporation (“HCSB”) meets the requirements of General Instruction I.A of
Form S-3 and the minimum public float requirements of General Instruction I.B.1 of Form S-3 and, therefore, also meets the requirements
of General Instruction C.1.a of Form S-4 with respect to incorporation by reference into Form S-4.

Atlanta     BEIJING     CHARLOTTE     Chicago     Hong
Kong     New York     Orange County     Portland     RAleigh

Richmond     San
Diego     San francisco     Shanghai     Tysons Corner     Virginia Beach     Washington,
DC

David Gessert

United States Securities and Exchange Commission

June 8, 2017

Page 2

Specifically,
with respect to the minimum public float requirements of General Instruction I.B.1 of Form S-3, as of April 6, 2017, there were
495,763,940 shares of HCSB’s common stock outstanding, of which 268,522,557 shares were held by affiliates of HCSB and 227,241,383
were held by non-affiliates of HCSB. The last reported sale price for HCSB’s common stock on April 6, 2017 was $0.38 per
share. As a result, the aggregate market value of HCSB’s common equity held by non-affiliates of HCSB was $86,351,726 at
close of business on April 6, 2017.

In preparing
our response to the Staff’s comments, the Company acknowledges that:

·    should
the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

·    the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·    the
Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Please let me know
if you have any further questions about the Registration Statement or this response to the Comment Letter. I can be reached at
(404) 885-3721.

Thank you for your
prompt attention to this matter.

    Sincerely,

    /s/ James Stevens

    James Stevens

 cc: Jimmy C. Tallent

Mail Stop 4720
July 12, 2016

Mr. Rex S. Schuette
Executive Vice President and
Chief Financial Officer
United Community Banks, Inc.
125 Highway 515 East
Blairsville, Georgia 30512

Re: United Community Banks, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 26, 2016
Form 8 -K
Filed April 27, 2016
File No. 001 -35095

Dear Mr. Schuette :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Co mmission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exc hange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John P. Nolan

John P. Nolan
Senior Ass istant  Chief Accountant
Office of Financial Services

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    James
        Stevens

        404.885.3721 telephone

        404.885.3900 facsimile

        james.stevens@troutmansanders.com

    TROUTMAN
        SANDERS LLP

        Attorneys
        at Law

        Bank
        of America Plaza

        600
        Peachtree Street NE, Suite 5200

        Atlanta,
        Georgia 30308-2216

        404.885.3000
        telephone

        troutmansanders.com

June 30, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    John P. Nolan, Senior Assistant Chief Accountant

    Office of Financial Services

 Re: United Community Banks, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 26, 2016

Form 8-K

Filed April 27, 2016

File No. 001-35095

Dear Mr. Nolan:

On behalf of our client,
United Community Banks, Inc. (the “Company,” “we,” “us” or “our”), we have set
forth herein the Company’s response to the comments contained in the comment letter, dated June 22, 2016 (the “Comment
Letter”), from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities
and Exchange Commission (the “Commission”), with respect to the Form 10-K filed by the Company on February 26, 2016
(File No. 001-35095) (the “Form 10-K”) and the Form 8-K filed by the Company on April 27, 2016 (File No. 001-35095)
(the “Form 8-K”).

For your convenience,
we have set forth the comment from the Comment Letter in bold typeface and have included the Company’s response below it.
The numbered paragraph in this letter corresponds to the numbered paragraph of the Comment Letter.

Form 10-K

Item 6. Selected Financial
Data, page 25

 1. On pages 25 and 26, you disclose several non-GAAP financial measures before their most directly
comparable GAAP financial measures and present what appear to be full non-GAAP income statements on page 26, which may attach
undue prominence

Atlanta    BEIJING    CHARLOTTE    Chicago    Hong Kong    New York    Orange County    Portland    RAleigh

Richmond    San Diego    San francisco    Shanghai    Tysons Corner    Virginia Beach    Washington, DC

John P. Nolan

United States Securities and Exchange Commission

June 30, 2016

Page 2

to the non-GAAP
financial measures and is inconsistent with the updated Compliance Disclosure Interpretations issued on May 17, 2016. Please review
this guidance when preparing your next filing.

  Response

  We acknowledge the Staff’s comment and in future filings we will review and adhere to the
updated Compliance Disclosure Interpretations issued on May 17, 2016 in order to avoid attaching undue prominence to non-GAAP financial
measures.

Form
8-K

Exhibit
99.2 – Press Release of United Community Banks, Inc., dated April 27, 2016

 2. It appears you prominently present non-GAAP financial measures, disclose non-GAAP financial
measures without or before disclosing the most directly comparable GAAP financial measures and present what appear to be full non-GAAP
income statements in the exhibit, which may attach undue prominence to the non-GAAP financial measures and is inconsistent with
the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Please review this guidance when preparing your next
earnings release.

  Response

  We acknowledge the Staff’s comment and in future filings we will review and adhere to the
updated Compliance Disclosure Interpretations issued on May 17, 2016 in order to avoid attaching undue prominence to non-GAAP financial
measures.

*        *        *

In preparing
our response to the Staff’s comments, the Company acknowledges that:

·    the
Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·    Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect
to the filing; and

·    the
Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

John P. Nolan

United States Securities and Exchange Commission

June 30, 2016

Page 3

Please let us know
if you have any further comments or questions. I can be reached at (404) 885-3721.

    Sincerely,

    /s/ James Stevens

    James Stevens

    cc:
    Jimmy C. Tallent

    Rex S. Schuette

Mail Stop 4720
June 22, 2016

Mr. Rex S. Schuette
Executive Vice President and
Chief Financial Officer
United Community Banks, Inc.
125 Highway 515 East
Blairsville, Georgia 30512

Re: United Community Banks, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 26, 2016
Form 8 -K
Filed April 27, 2016
File No. 001 -35095

Dear Mr. Schuette :

We have limited our review of your filing s to the financial statements and related
disclosures and have the following comments.   In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 6. Selected Financial Data, page 25

1. On pages 25 and 26, y ou disclose several non -GAAP financial measures before their
most directly compara ble GAAP financial measures and present what appear to be full
non-GAAP income statements on page 26, which may attach undue prominence to the
non-GAAP financial measures and is  inconsistent with the updated Compliance and
Disclosure Interpretations issued  on May 17, 2016.  Please review this guidance when
preparing your next filing .

Form 8 -K filed on April 27, 2016

Rex S. Schuette
United Community Banks, Inc.
June 22, 2016
Page 2

Exhibit 99.2 – Press Release of United Community Banks, Inc., dated April 27, 2016

2. It appears  you prominently present non -GAAP financial  measures , disclose non -GAAP
financial measure without or before disclosing the most directly comparable GAAP
financial measures  and present what appear to be full non -GAAP income statements in
the exhibit, which may attach undue prominence to the non -GAAP  financial measures
and is inconsistent with the updated Compliance and Disclosure Interpretations issued on
May 17, 2016.  Please review this guidance when preparing your next earnings release .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Stephen Kim  at 202-551-3291  or me at 202-551-3492 if you have
questions.

Sincerely,

 /s/ John P. Nolan

John P. Nolan
Senior Assistant Chief Accountant
Office of Financial Services

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July 8, 2015

VIA E-MAIL & EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    United Community Banks, Inc.

    Registration Statement on Form S-4

    (File No. 333-204977)

Ladies and Gentlemen:

Pursuant to Rule 461 of
the Securities Act of 1933, as amended, United Community Banks, Inc. (the “Registrant”) hereby requests acceleration
of the effective date of the above-referenced Registration Statement on Form S-4 to 4:00 p.m. (Eastern Time), July 10, 2015 or
as soon thereafter as practicable. The Registrant also requests the Commission to specifically confirm such effective date and
time to the Registrant in writing.

In connection with this
request, the Registrant acknowledges that the declaration by the Commission or the staff of the effectiveness of the above-referenced
Form S-4 does not foreclose the Commission from taking any action with respect to the filing and does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the filing. The Registrant further acknowledges
that it may not assert the action by the Commission or the staff in declaring the above-referenced Registration Statement on Form
S-4 effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

Please contact me at (706)
781-2266, or James W. Stevens of the law firm of Troutman Sanders LLP at (404) 885-3721, with any questions or comments, or to
notify the Registrant telephonically of the effectiveness of the Registration Statement.

    Sincerely,

    UNITED COMMUNITY BANKS, INC.

    By:
    /s/ Rex S. Schuette

    Rex S. Schuette
Executive Vice President and

Chief Financial Officer

CORRESP
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        James Stevens

        404.885.3721 telephone

        404.885.3900 facsimile

        james.stevens@troutmansanders.com

        TROUTMAN SANDERS LLP

        Attorneys at Law

        Bank of America Plaza

        600 Peachtree Street NE, Suite 5200

        Atlanta, Georgia 30308-2216

        404.885.3000 telephone

        troutmansanders.com

July 1, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Era Anagnosti, Legal Branch Chief

 Re: United Community Banks, Inc.

Registration Statement on Form S-4

Filed June 15, 2015

File No. 333-204977

Dear Era:

On behalf of our client,
United Community Banks, Inc. (the “Company,” “we,” “us” or “our”), we have set
forth herein the Company’s response to the comments contained in the comment letter, dated June 29, 2015 (the “Comment
Letter”), from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities
and Exchange Commission (the “SEC”), with respect to the Registration Statement on Form S-4 filed by the Company on
June 15, 2015 (File No. 333-204977) (the “Registration Statement”).

For your convenience, we
have set forth the comment from the Comment Letter in bold typeface and have included the Company’s response below it. The
numbered paragraph in this letter corresponds to the numbered paragraph of the Comment Letter.

Prospectus Cover Page

 1. We note your disclosure on page 49 stating that if the stock price falls below a certain floor,
United, subject to certain conditions, would have the option of increasing the consideration payable to Palmetto shareholders “by
increasing the exchange ratio…or by paying them cash merger consideration…” [emphasis added]. Please
revise your disclosure at the end of the third paragraph to state that the completion of the merger is subject to a floor price
which, if reached prior to completion of the merger, could result in more United shares being issued or the merger being terminated.
In addition, please provide a representative value of the

Atlanta
  BEIJING   CHARLOTTE   Chicago   Hong Kong   New York   Orange County
Portland   RAleigh

Richmond   San Diego   San francisco   Shanghai   Tysons Corner
Virginia Beach   Washington, DC

Era Anagnosti

United States Securities and Exchange Commission

July 1, 2015

Page 2

aggregate merger
consideration as of the most recently practicable date. At the end of the fifth paragraph, disclose a recent price quote for the
UCBI common stock.

  Response

  The Company intends to file an amendment to the Registration Statement which will (i) state that
the completion of the merger is subject to a price floor which, if reached prior to completion of the merger, could result in more
United shares being issued or the merger being terminated, (ii) provide a representative value of the aggregate merger consideration
as of the most recently practicable date, and (iii) disclose a recent price quote for the UCBI common stock. A copy of the proposed
disclosure is attached as Exhibit A.

Material
U.S. Federal Income Tax Consequences and Opinion of Tax Counsel, page 67

Consequences
to Shareholders, page 68

 2. Please remove the inappropriate assumption in the first paragraph of your disclosure since it
“assumes away” the very issue that counsel must opine upon.

  Response

  The Company intends to file an amendment to the Registration Statement which will remove the assumption
in the first paragraph of the Company’s disclosure. A copy of the proposed disclosure is attached as Exhibit B.

Exhibit 8.2 – Opinion
and Consent of Nelson Mullins Riley & Scarborough, L.L.P. as to the federal income tax consequences of the merger to United
and Palmetto

 3. Please have counsel revise the fifth paragraph of its opinion to opine that the merger will
qualify as a reorganization under the Internal Revenue Code. In the alternative, to the extent that counsel elects to provide a
short form opinion, the opinion and the tax disclosure in the prospectus both must state clearly that the disclosure in the tax
consequences section of the prospectus is the opinion of counsel, and the disclosure must clearly identify and articulate the opinion
being rendered. Refer to Section III.B.2 of Staff Legal Bulletin No. 19 (CF) dated October 14, 2011.

  Response

  Legal counsel has revised the fifth paragraph of its opinion to opine that the merger will qualify
as a reorganization under the Internal Revenue Code. A copy of the proposed disclosure is attached as Exhibit C.

Era Anagnosti

United States Securities and Exchange Commission

July 1, 2015

Page 3

  In preparing our response to the Staff’s comments, the Company acknowledges that:

·	should
the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

·	the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·	the
Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Please let me know if you
have any further questions about the Registration Statement or this response to the Comment Letter. I can be reached at (404) 885-3721.

Thank you for your prompt
attention to this matter.

    Sincerely,

    /s/ James Stevens

    James Stevens

 cc: Jimmy C. Tallent

Exhibit A

The information in this document is not
complete and may be changed. We may not sell the securities offered by this document until the registration statement filed with
the Securities and Exchange Commission is effective. This document is not an offer to sell these securities, and we are not soliciting
an offer to buy these securities, in any state where the offer or sale is not permitted.

SUBJECT
TO COMPLETION, DATED JUNE 15, 2015

PROXY
STATEMENT/PROSPECTUS

MERGER PROPOSED
— YOUR VOTE IS VERY IMPORTANT

These materials
are a proxy statement of Palmetto Bancshares, Inc. (“Palmetto”) and a prospectus of United Community Banks, Inc. (“United”).
They are furnished to you in connection with the notice of special meeting of Palmetto shareholders to be held on [•], 2015.
At the special meeting of Palmetto shareholders, you will be asked to vote on the merger of Palmetto with and into United described
in more detail herein and to approve, on a non-binding advisory basis, the compensation that certain executive officers of Palmetto
will receive in connection with the merger pursuant to existing agreements or arrangements with Palmetto.

As of [•],
2015, the record date for the Palmetto shareholders meeting, there were [•] shares of common stock outstanding and entitled
to vote at that meeting. Approval of the merger agreement requires the affirmative vote of two-thirds of the outstanding shares
of Palmetto common stock. Approval of the merger-related compensation proposal requires that the number of votes cast at the special
meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. You will also be
asked to vote on a proposal to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit additional
proxies to approve the merger agreement, which proposal will be approved if the number of votes cast at the special meeting, in
person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal.

Subject
to the election and adjustment procedures described in this document, in connection with the merger if approved and consummated,
holders of Palmetto common stock will be entitled to receive, in exchange for each share of Palmetto common stock, consideration
equal to either (i) 0.97 shares of United common stock, or (ii) $19.25 in cash, without interest; provided, that the total merger
consideration shall be prorated as necessary to ensure that 30% of the total outstanding shares of Palmetto common stock will be
exchanged for cash and 70% of the total outstanding shares of Palmetto common stock will be exchanged for shares of United common
stock. The completion of the merger is subject to a price
floor which, if reached prior to the completion of the merger, could result in more United shares being issued or the merger being
terminated. As of July [•], 20151, the most recently
practicable date prior to the filing of this document, the aggregate merger consideration is approximately $[•] million.

As a result, a maximum
of 8,868,775 shares of United common stock will be issued to Palmetto shareholders if the merger is approved and consummated and
there is no adjustment to the stock consideration paid by United. This document is a United prospectus with respect to the offering
and issuance of such 8,868,775 shares of United common stock.

United’s common stock trades on
the NASDAQ Global Select Market under the ticker symbol

1
Note: This disclosure will be revised to be as of the day before the filing of the amendment to the registration statement.

“UCBI”. The
closing price of United common stock on July [•], 20152
was $[•] per share.

The accompanying
materials contain information regarding the proposed merger and the companies participating in the merger, and the Agreement and
Plan of Merger pursuant to which the merger will be consummated if approved. We encourage you to read the entire document carefully,
including “Risk Factors” section beginning on page 17, for a discussion of the risks related to the proposed merger.

Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of these materials. Any representation to the contrary is a criminal offense. Shares of common stock
of United are not savings accounts, deposits or other obligations of any bank and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency.

The date of
these materials is [•], 2015, and they are expected to be first mailed to shareholders on or about [•], 2015.

2
Note: This disclosure will be revised to be as of the day before the filing of the amendment to the registration statement.

Exhibit B

companies; mutual funds; tax-exempt organizations;
S corporations or other pass-through entities (or investors in such entities); regulated investment companies; real estate investment
trusts; dealers in securities or currencies; persons subject to the alternative minimum tax provisions of the Code; former citizens
or residents of the United States; persons whose functional currency is not the U.S. dollar; traders in securities that elect to
use a mark-to-market method of accounting; persons who own more than 5% of the outstanding common stock of Palmetto; persons who
hold Palmetto common stock as part of a straddle, hedge, constructive sale or conversion transaction; and U.S. holders who acquired
their shares of Palmetto common stock through the exercise of an employee stock option or otherwise as compensation.

For purposes of
this section, the term “U.S. holder” means a beneficial owner of Palmetto common stock that for United States federal
income tax purposes is: a citizen or resident of the United States; a corporation, or other entity treated as a corporation for
U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District
of Columbia; an estate that is subject to U.S. federal income tax on its income regardless of its source; or a trust, the substantial
decisions of which are controlled by one or more U.S. persons and which is subject to the primary supervision of a U.S. court,
or a trust that validly has elected under applicable Treasury regulations to be treated as a U.S. person for U.S. federal income
tax purposes.

If a partnership
(including any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) holds Palmetto common
stock, the tax treatment of a partner generally will depend on the status of the partners and the activities of the partnership.
Partnerships and partners in such a partnership should consult their tax advisers about the tax consequences of the merger to them.

Holders of Palmetto
common stock are urged to consult with their own tax advisors as to the tax consequences of the merger in their particular circumstances,
including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of
any changes in those laws.

The Merger

The merger is intended
to constitute a “reorganization” within the meaning of Section 368(a) of the Code. Consummation of the merger is conditioned
upon each of United and Palmetto receiving a written tax opinion, dated the closing date of the merger, from their respective outside
legal counsels to the effect that, based upon facts, representations and assumptions set forth in such opinions, (i) the merger
will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and (ii)
United and Palmetto will each be a party to that reorganization within the meaning of Section 368(b) of the Code. An opinion of
counsel represents the counsel’s best legal judgment and is not binding on the IRS or any court, and as a result, there can
be no assurance that the IRS will not asset, or that a court would not sustain, a position contrary to any such opinion. In addition,
if any of the representations or assumptions upon which these opinions is based are inconsistent with the actual facts, the U.S.
federal income tax consequences of the merger could be adversely affected. Accordingly, each Palmetto shareholder should consult
its tax advisor with respect to the particular tax consequences of the merger to such holder.

Consequences to United and Palmetto

Each of United and Palmetto will
be a party to the merger within the meaning of Section 368(b) of the Code, and neither United nor Palmetto will recognize any
gain or loss as a result of the merger.

Consequences to Shareholders

Assuming
the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, the
The
federal income tax consequences of the merger to a Palmetto shareholder generally will depend on whether the Palmetto shareholder
exchanges its Palmetto common stock for cash, United common stock or a combination of cash and United common stock.

Exchange Solely for Cash.
In general, if pursuant to the merger a U.S. holder exchanges all of its shares of Palmetto common stock solely for cash, that
shareholder will recognize gain or loss equal to the difference between the amount of cash received and its adjusted tax basis
in the shares of Palmetto common stock surrendered. Such gain or loss must be calculated separately for each identifiable block
of

Exhibit C

Palmetto Bancshares, Inc.

Page 2

In rendering
such opinion, we have assumed, with your permission, that (i) the Merger will be effected in accordance with the provisions of
the Merger Agreement, (ii) the statements concerning the Merger set forth in the Merger Agreement and the Registration Statement
are true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time,
(iii) the representations made by Parent and PLMT in their respective Representation Letters are true, complete and correct and
will remain true, complete and correct at all times up to and including the Effective Time, (iv) any representations made in the
Merger Agreement or the Representation Lette

June 29, 2015

Jimmy C. Tallent
Chairman and Chief Executive Officer
United Community Banks, Inc.
125 Highway 515 East
Blairsville, GA 30512

Re: United Community Banks, Inc.
   Registration Statement on Form S -4
Filed  June 15, 2015
  File No. 333 -204977

Dear Mr. Tallent :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Prospectus Cover Page

1. We note your disclosure on page 49 stating  that if the stock price falls below a certain
floor, United , subject to certain conditions,  would have the option of increasing the
consideration payable to Palmetto shareholders “by increasing the exchange ratio… or by
paying them cash merger consideration…” [emphasis added].  Please revise your
disclosure at the end of the third paragrap h to state that the completion of the merger is
subject to a floor price which, if reached prior to completion of the merger, could result in
more United shares being issued or the merger being terminated .  In addition, please
provide a representative value of the aggregate merger consideration as of the most
recent ly practicable  date.  At the end of the fifth paragraph, disclose  a recent price quote
for the UCBI common stock.

Jimmy C. Tallent
United Community Banks, Inc.
June 29, 2015
Page 2

Material U.S. Federal Income Tax Consequences and Opinion of Tax Counsel , page 6 7

Consequences to Shareholders, page 68

2. Please remove the inappropriate assumption  in the first paragraph of your disclosure
since it “assumes  away ” the very issue that counsel must opine upon.

Exhibit 8.2 - Opinion and Consent of Nelson Mullins Riley & Scarborough, L.L.P. as to the
federal income tax consequences of the merger to United and Palmetto

3. Please have counsel revise the fifth paragraph of its opinion to opine that the merger will
qualify as a reorganization under the Internal Revenue Code.  In the alternative, to the
extent that counsel elects to provide a short form opinion, the opinion and the tax
disclosure in the prospectus both must state clearly that the disclosure in the tax
consequences section of the prospectus is the opinion of coun sel, and the disclosure must
clearly identify and articulate the opinion being rendered.  Refer to Section III.B.2 of
Staff Legal Bulletin No. 19 (CF) dated October 14, 2011.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commiss ion from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and ac curacy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Jimmy C. Tallent
United Community Banks, Inc.
June 29, 2015
Page 3

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of th eir respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to r eview any amendment prior to the requested effective date of the
registration statement.

You may contact  Joshua Samples , Staff Attorney, at (202) 551 -3199  or me at (202) 551 -
3369  with any questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief

cc: James Stevens
Troutman Sanders LLP

August 20, 2012

Via E -mail
Mr. Rex S. Schuette
Executive Vice President and Chief Financial Officer
United Community Banks, Inc.
125 Highway 515 East
Blairsville, Georgia 30512

Re: United Community Banks, Inc.
 Form 10 -K for  Fiscal Year Ended December 31, 2010
Filed March 16, 2011
File No. 00 1-35095

Dear Mr. Schuette :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Hugh West

Hugh West
Accounting Branch Chief

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March 26, 2012

VIA E-MAIL & EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N .E.

Washington, D.C. 20549

Re:         United Community Banks, Inc.

Registration Statements on Form S-3

(File Nos. 333-174420; 333-175226)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, United Community Banks, Inc. (the “Registrant”) hereby requests acceleration of the effective date of the above-referenced Registration Statements on Form S-3, as amended, to 5:00 p.m. (Eastern Time), Wednesday, March 28, 2012, or as soon thereafter as practicable.

The Registrant also requests the Commission to specifically confirm such effective date and time to the Registrant in writing.

In connection with this request, the Registrant acknowledges that the declaration by the Commission or the staff of the effectiveness of the above-referenced Registration Statements on Form S-3 does not foreclose the Commission from taking any action with respect to the filing and does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing.  The Registrant further acknowledges that it may not assert the action by the Commission or the staff in declaring the above-referenced Registration Statements on Form S-3 effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at (706) 781-2266, or James W. Stevens of the law firm of Kilpatrick Townsend & Stockton LLP at (404) 815-6270, with any questions or comments, or to notify the Registrant telephonically of the effectiveness of the Registration Statements.

Sincerely,

United Community Banks, Inc.

By:           /s/ Rex S. Schuette

Rex S. Schuette

Executive Vice President and

Chief Financial Officer

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Suite 2800  1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500  f 404 815 6555

www.KilpatrickTownsend.com

March 21, 2012

direct dial 404 815 6270

direct fax 404 541 3400

jstevens@kilpatricktownsend.com

VIA EDGAR AND E-MAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C.  20549

Attention:
Michael R. Clampitt, Senior Counsel

Re:
United Community Banks, Inc.

Registration Statement on Form S-1

Filed June 29, 2011

File No. 333-175226

Dear Mr. Clampitt:

At the request and on behalf of our client, United Community Banks, Inc. (the “Company”), we provide the below responses to the Staff’s comment letter to the Company dated February 27, 2012, relating to the Company’s Registration Statement on Form S-1 (File No. 333-175226) that the Company filed with the Commission on June 29, 2011, and that it amended by filing Amendment No. 1 on February 23, 2012 and to the Company’s Registration Statement on Form S-1 (File No. 333-174420) that the Company filed with the Commission on May 23, 2011, and that it amended by filing Amendment No. 1 on June 30, 2011, Amendment No. 2 on August 10, 2011 and Amendment No. 3 on February 24, 2012.

The Company filed yesterday (1) Amendment No. 2 on Form S-3 to Registration Statement 333-175226 (the “Amendment”) to convert such Registration Statement to Form S-3 as now permitted by applicable law and regulations, incorporate by reference the Company’s 2011 Annual Report on Form 10-K filed with the Commission as of March 14, 2012 (the “2011 Form 10-K”) and to respond to the Staff’s comments, as described below, and (2) Amendment No. 4 on Form S-3 to Registration Statement 333-174420 to convert such Registration Statement to Form S-3 and incorporate by reference the 2011 Form 10-K.

The Company’s responses are keyed to correspond to the numbered paragraphs of the Staff’s comment letter, which have been retyped herein in bold for ease of reference.  Unless the context requires otherwise, references to we, our, us or the Company in the response below refer to United Community Banks, Inc.  In addition, in the case of all responses to comments, the use of first person pronouns reflect statements of the Company as if it were the signatory of this letter (rather than this firm on its behalf).

Securities and Exchange Commission

March 21, 2012

Page 2

Form S-1 /A filed February 23, 2012

Selling Shareholders, page 13

1.

Revise to identify all selling shareholders that are broker/dealers or affiliates of broker/dealers or, confirm that the entities described under footnotes (13) through (18) are the only selling shareholders that are broker/dealers or their affiliates.

Response:

We confirm that the entities described under footnotes (13) through (18) are the only selling shareholders that are broker/dealers or affiliates of broker/dealers.

2.

For those entities identified as broker/dealers or affiliates of broker/dealers, revise to add disclosures stating that; the seller purchased in the ordinary course of business; and, at the time of the purchase of the securities to be resold, the seller had no agreements or understandings, directly or indirectly, with any person to distribute the securities. If such representation cannot be made, revise to disclose such seller is an underwriter.

Response:

The requested revision has been made in Amendment except with respect to Wellington Investment Company LLP (“Wellington Management”).  Wellington Management is the investment adviser to several entities that own shares of the Company (each a “Wellington Client”), six of which are specifically named in the table of Selling Stockholders.  Wellington Management has told us that it is an investment adviser registered under the Investment Advisers Act of 1940 and that, under Regulation 13D-G and Section 13(d) of the Securities Exchange Act of 1934, Wellington Management shares beneficial ownership over the shares held by each Wellington Client.  As a result, Wellington Management believes that it is not appropriate for Wellington Management to list a natural person in the footnotes to the table of Selling Stockholders.

Wellington Management has further stated that it has discussed this issue with the Staff on a few previous occasions, including in connection with Form S-3 registration statements filed by Provident Bankshares Corporation (File No. 333-125230) and IBERIABANK Corporation (File No. 333-139984). Letters dated July 17, 2008 and March 16, 2007, respectably, written by or on behalf of Wellington Management to the Staff with respect to this issue. We understand that the Staff agreed with the analysis set forth in those letters.  Wellington Management has confirmed to us that the statements in such letters remain accurate.

Securities and Exchange Commission

March 21, 2012

Page 3

1.

Revise the footnotes, where applicable, to identify the person or persons who have sole or shared voting or investment control of the securities. See CD&I Q&A 140.02 of the Rule S-K CD&I’s.

Response:

Although we believe we have adequately disclosed this information, we have made a number of revisions in the Amendment to make the disclosure more clear.

2.

Confirm for Registration Statement 333-174420 that Elm Ridge Master Fund and Elm Ridge Value Partners are not broker/dealers or affiliates of broker/dealers or make the disclosures requested above.

Response:

We confirm that Elm Ridge Master Fund and Elm Ridge Value Partners are not broker/dealers or affiliates of broker/dealers.

* * * * *

Additionally, in response to the Staff’s request, the Company acknowledges that (i) it is responsible for the adequacy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and (iii) it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Staff is requested to direct any further questions regarding this filing and this letter to the undersigned at (404) 815-6270.  Thank you.

Sincerely,

/s/ James W. Stevens

James W. Stevens

cc:           Jimmy C. Tallent, United Community Banks, Inc.

Rex S. Schuette, United Community Banks, Inc.

Alan Kumler, United Community Banks, Inc.

February 27, 2012
 Via Email

Rex S. Schuette Executive Vice President and Chief Financial Officer United Community Banks, Inc. 125 Highway 515 East Blairsville, GA 30512
Re: United Community Banks, Inc.
  Registration Statement on Form S-1
Filed June 29, 2011
  File No. 333-175226

Dear Mr. Schuette:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Form S-1 filed February 23, 2012

 Selling Shareholders, page 13

1. Revise to identify all selling shareholders that are broker/dealers or affiliates of
broker/dealers or, confirm that the entities described under footnotes  (13) through (18)
are the only selling shareholders that are broker/dealers or their affiliates.

2.  For those entities identified as broker/dealers or affiliates of broker/dealers, revise to add
disclosures stating that; the sell er purchased in the ordinary c ourse of business; and, at the
time of the purchase of the securities to be resold, the seller had no agreements or
understandings, directly or  indirectly, with any person to di stribute the securities. If such
representation cannot be made, revise toi di sclose such seller is an underwriter.

Rex S. Schuette United Community Banks, Inc. February 27, 2012 page 2

 3. Revise the footnotes, where applicable, to identi fy the person or persons who have sole or
shared voting or investment control of th e securities. See CD&I Q&A 140.02 of the Rule
S-K CD&I’s.
4. Confirm for Registration Statement 333-174420 that Elm Ridge Master Fund and Elm
Ridge Value Partners are not broker/dealers or affiliates of broker/dealers or make the disclosures requested above.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Rex S. Schuette United Community Banks, Inc. February 27, 2012 page 3

Please contact me at (202) 551-3434 with any questions.

Sincerely,
   /s/ Michael R. Clampitt
Michael R. Clampitt Senior Counsel
 cc: James W. Stevens
      Kilpatrick Townse nd & Stockton LLP

CORRESP
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filename1.htm

    t72612_corresp.htm

Suite 2800  1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500  f 404 815 6555

www.KilpatrickTownsend.com

February 23, 2012

direct dial 404 815 6270

direct fax 404 541 3400

JStevens@kilpatricktownsend.com

VIA EDGAR, E-Mail and Federal Express

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C.  20549

Attention:

Michael R. Clampitt, Senior Counsel

Re:

United Community Banks, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed August 10, 2011

File No. 333-174420

Registration Statement on Form S-1

Filed June 29, 2011

File No. 333-175226

Dear Mr. Clampitt:

At the request and on behalf of our client, United Community Banks, Inc. (the “Company”), we provide the below responses to the Staff’s comment letter to the Company dated September 29, 2011, relating to the Company’s Registration Statement on Form S-1 (File No. 333-174420) that the Company originally filed with the Commission on May 23, 2011, and that it amended by filing Amendment No. 1 on June 30, 2011 and Amendment No. 2 on August 10, 2011 (as so amended, the “Elm Ridge Resale Registration Statement”), and Form 10-Q for the fiscal quarter ended June 30, 2011, filed with the Commission on August 9, 2011 (File No. 001-35095).  In addition, information is provided below to clarify the Company’s response to oral conversations with the Staff relating to the Company’s Registration Statement on Form S-1 (File No. 333-175226) that the Company filed with the Commission on June 29, 2011 (the “Recapitalization Resale Registration Statement”).

The Company’s responses are keyed to correspond to the numbered paragraphs of the Staff’s comment letter, which have been retyped herein in bold for ease of reference.  Unless the context requires otherwise, references to we, our, us or the Company in the response below refer to United Community Banks, Inc.  In addition, in the case of all responses to comments, the use of first person pronouns reflect statements of the Company as if it were the signatory of this letter (rather than this firm on its behalf).

Securities and Exchange Commission

February 23, 2012

Page 2

Form S-1 /A filed August 10, 2011

Prospectus Cover Page

1.

We note your response to comment 1 in our letter dated August 30, 2011. We will review the revised disclosure at the time the amended Form S-1 is filed.

Response:

The revised disclosure described in our response to comment 1 in your letter dated August 30, 2011 has been made in Amendment No. 3 to the Elm Ridge Resale Registration Statement (the “Amendment”) filed today via Edgar.  That and all other revisions made in the Amendment are shown in the redlined draft that we have sent to the Staff by e-mail to facilitate your review.

2.

We note your response to comment 2 in our letter dated August 30, 2011. Please inquire as to whether the selling shareholders intend to have the securities quoted on the OTCBB or listed on an exchange. If the selling shareholders do not intend to have the securities quoted on the OTCBB or listed on an exchange, please remove the reference to the securities being sold at market or privately negotiated prices.

Response:

The selling shareholders do not intend to have the securities quoted on the OTCBB or listed on an exchange. The requested revision has been made in the Amendment.

Exhibit 8

3.

We note your response to comment 3 in our letter dated August 30, 2011. Please file as an exhibit to the registration statement a tax opinion that addresses the Section 382 tax matters. Refer to Item 601(b)(8) of Regulation S-K.

Response:

The requested exhibit has been filed with the Amendment.

Form S-1 filed June 29, 2011

Prospectus Cover Page

            In addition, the Staff stated orally to us that the Recapitalization Resale Registration Statement needed to be revised to clarify that the shares of the Company’s non-voting common stock registered on such registration statement, which is convertible into shares of the Company’s common stock, could not be sold at privately negotiated prices absent an existing market for such shares.  The requested revision has been in Amendment No. 1 to the Recapitalization Resale Registration Statement filed today via Edgar.

Securities and Exchange Commission

February 23, 2012

Page 3

* * * * *

           Additionally, in response to the Staff’s request, the Company acknowledges that (i) it is responsible for the adequacy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and (iii) it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

          The Staff is requested to direct any further questions regarding this filing and this letter to the undersigned at (404) 815-6270.  Thank you.

Sincerely,

/s/ James W. Stevens

James W. Stevens

cc:

Jimmy C. Tallent, United Community Banks, Inc.

Rex S. Schuette, United Community Banks, Inc.

Alan Kumler, United Community Banks, Inc.

Sonny MacArthur, Porter Keadle Moore, LLC

CORRESP
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Suite 2800  1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500  f 404 815 6555

www.KilpatrickTownsend.com

January 31, 2012

direct dial 404 815 6270

direct fax 404 541 3400

JStevens@kilpatricktownsend.com

VIA EDGAR and E-Mail

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C.  20549

Attention:         Hugh West, Accounting Branch Chief

Michael Clampitt, Senior Counsel

Re:

United Community Banks, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed August 10, 2011

File No. 333-174420

Form 10-Q for Fiscal Quarter Ended September 30, 2011

Filed November 8, 2011

File No. 001-35095

Dear Messrs. West and Clampitt:

At the request and on behalf of our client, United Community Banks, Inc. (the “Company”), we provide below a response to the Staff’s comment letter to the Company dated January 27, 2012, relating to the Company’s Registration Statement on Form S-1 (File No. 333-174420) that the Company originally filed with the Securities and Exchange Commission (the “SEC”) on May 23, 2011, and that it amended by filing Amendment No. 1 on June 30, 2011 and Amendment No. 2 on August 10, 2011, and relating to the Company’s Form 10-Q for the fiscal quarter ended September 30, 2011, filed with the SEC on November 8, 2011 (File No. 001-35095).

        Unless the context requires otherwise, references to we, our, us or the Company in the response below refer to United Community Banks, Inc.  In addition, the use of first person pronouns reflects statements of the Company as if it were the signatory of this letter (rather than this firm on its behalf).

Form S-1/A filed August 10, 2011 and Form 10-Q for Fiscal Quarter Ended September 30, 2011

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Income Taxes, page 44

                 1.

We read your response to comment one in your letter dated January 18, 2012; however, it remains unclear how you concluded your internal controls over financial reporting (ICFR) were effective at December 31, 2010. We note you do not believe your restatement was the result of a material weakness; however, you decided to augment your ICFR to implement additional procedures designed to increase the level of review, evaluation and validation of your valuation of deferred tax assets. The changes you describe appear to indicate a deficiency existed within your controls at December 31, 2010. Please explain the specific additional controls you implemented to increase the level of review, evaluation and validation of your valuation of deferred tax assets, and explain how you concluded that the lack of these specific controls in prior periods was not a material weakness in light of your need to restate your financial statements. Please provide a similar analysis supporting conclusions on your disclosure controls and procedures.

Securities and Exchange Commission

January 31, 2012

Page 2

Response:

The Company decided to recognize a full deferred tax asset valuation allowance as of December 31, 2010 and to restate its consolidated financial statements as of and from such date to account for that change (collectively, the “Restatements”).  As the Restatements were incorporated into the Company’s amended periodic reports for the year ended December 31, 2010 and the first three quarters of 2011, the Company re-evaluated the effectiveness of its internal control over financial reporting and disclosure controls and procedures as of December 31, 2010.  In connection with its re-evaluation, the Company concluded that, as of December 31, 2010, its internal control over financial reporting was effective based on all relevant criteria and the factors and considerations leading to the Restatements and amendments to its periodic reports did not involve matters that the Company’s disclosure controls and procedures failed to identify or present for consideration in a timely and transparent manner.

Although applicable SEC regulations, SEC Release 33-8810, Auditing Standard No. 5, and other literature discussing internal control over financial reporting indicate that a restatement does not indicate a per se material weakness,1 as part of its pre-filing review of the amended reports, the Staff indicated that a restatement is an indicator of a material weakness.  The Company continued its analysis of this issue as a result of this observation from the Staff, an observation with which the Company agrees, to determine if there were ways in which its internal control over financial reporting could be improved.

The Company’s analysis was atypical because the underlying cause of the Restatements can be distinguished from the majority of restatements made by reporting companies, which typically stem from errors related to deficiencies in record-keeping, the demonstrable misapplication or lack of awareness of relevant accounting principles, or intentional fraud or manipulation.  The Restatements were not the result of any such circumstances, but rather were solely the result of a different judgment being made concerning the application of published accounting principles considered and applied by the Company based on the undisputed facts generated by the Company’s control environment.  A study published in Accounting Horizons in 2010 noted that between 2003 and 2006, material weaknesses were identified only 42% of the time in connection with restatements that involved the questioning of management’s judgment.2

1   A study published in Accounting Horizons in 2010 (Vol. 24, No. 1 at page 56) noted that material weaknesses were identified in connection with 46% of the 3,744 reported restatements between 2003 and 2006.

2   Id.

Securities and Exchange Commission

January 31, 2012

Page 3

As the Company looked back to assess and re-evaluate its system of controls and processes, it determined there were no individual deficiencies nor set of deficiencies that constituted a material weakness as of and from December 31, 2010.  The Company’s internal control over financial reporting, and its disclosure controls and procedures more generally, served it well in identifying and presenting for the decision-making and disclosure process all of the facts and circumstances that are required to be assessed and weighted in the analysis of the valuation allowance matter.  The issues and relevant data were presented timely and fully to all members of management involved in the control process, who in turn made careful, thoughtful and conscientious decisions.  Therefore, the Company concluded that its internal control over financial reporting and disclosure controls were adequate at all relevant times and certainly did not involve a material weakness that would require any changes to the Company’s controls and processes.

Nonetheless, after discussing the issue with the Staff, the Company decided to augment its control over financial reporting by establishing procedures that the Company will seek direct interpretive guidance from the Staff on financial reporting when the Company must exercise judgment on a material accounting issue based on a set of specific facts and circumstances and (i) there are a significant number of reporting companies that have reached a judgment that differs from the Company’s proposed judgment on the same issue and (ii) the Staff’s position on the issue is not apparent from any formal rules or published guidance.  Because the Company believes these procedures are above and beyond what is required by internal control procedures or practices, the Company concluded that not seeking such guidance previously did not indicate a material weakness existed.  This augmentation will lessen, however, the likelihood of future positions that differ from the position of the Staff.

The Company did not believe any such or other augmentation of its disclosure controls and procedures was necessary or advisable at this time.

* * * * *

Additionally, in response to the Staff’s request, the Company acknowledges that (i) it is responsible for the adequacy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the Company’s filings; and (iii) it may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Securities and Exchange Commission

January 31, 2012

Page 4

The Staff is requested to direct any further questions regarding this filing and this letter to the undersigned at (404) 815-6270.  Thank you.

Sincerely,

/s/ James W. Stevens

James W. Stevens

cc:           Jimmy C. Tallent, United Community Banks, Inc.

Rex S. Schuette, United Community Banks, Inc.

Alan Kumler, United Community Banks, Inc.

Sonny MacArthur, Porter Keadle Moore, LLP

January 27, 2012
 Via Email

Rex S. Schuette Executive Vice President and Chief Financial Officer United Community Banks, Inc. 125 Highway 515 East Blairsville, GA 30512
Re: United Community Banks, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed August 10, 2011 File No. 333-174420 Form 10-Q for Fiscal Quarter Ended September 30, 2011 Filed November 8, 2011  File No. 001-35095

Dear Mr. Schuette:

We have reviewed your response letter da ted January 18, 2012 and have the following
comment. In our comment, we may ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment, we may have additional comments.
 Form S-1/A filed August 10, 2011 and Form 10-Q for Fiscal Quarter Ended September 30, 2011

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Income Taxes, page 44

1. We read your response to comment one in your letter dated January  18, 2012; however, it
remains unclear how you concluded your inte rnal controls over financial reporting
(ICFR) were effective at December 31, 2010.   We note you do not believe your
restatement was the result of a material wea kness; however, you deci ded to augment your
ICFR to implement additional procedures designed to increase the level of review,
evaluation and validation of your valuation of deferred tax assets . The changes you

Rex S. Schuette United Community Banks, Inc. January 27, 2012  Page 2

 describe appear to indicate a deficiency existed within your controls at December 31,
2010. Please explain the specific additional c ontrols you implemented to increase the
level of review, evaluation and validation of  your valuation of deferred tax assets, and
explain how you concluded that the lack of th ese specific controls in prior periods was
not a material weakness in light of your need to restate your financial statements.  Please
provide a similar analysis supporting conc lusions on your disclosure controls and
procedures.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Rex S. Schuette United Community Banks, Inc. January 27, 2012  Page 3

 You may contact Marc Thomas, Staff Account ant, at (202) 551-3452 or me at (202) 551-
3872  with any other questions.
Sincerely,
   /s/ Hugh West
Hugh West   Accounting Branch Chief
 cc: James W. Stevens
      Kilpatrick Townse nd & Stockton LLP

CORRESP
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filename1.htm

    t72356_corresp.htm

Suite 2800  1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500  f 404 815 6555

www.KilpatrickTownsend.com

January 18, 2012

direct dial 404 815 6270

direct fax 404 541 3400

JStevens@kilpatricktownsend.com

VIA EDGAR and E-Mail

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C.  20549

Attention:               Michael R. Clampitt, Senior Counsel

Re:                           United Community Banks, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed August 10, 2011

File No. 333-174420

Form 10-Q for Fiscal Quarter Ended June 30, 2011

Filed August 9, 2011

File No. 001-35095

Dear Mr. Clampitt:

At the request and on behalf of our client, United Community Banks, Inc. (the “Company”), we provide below a partial response to the Staff’s comment letter to the Company dated September 29, 2011 relating to the Company’s Registration Statement on Form S-1 (File No. 333-174420) that the Company originally filed with the Commission on May 23, 2011, and that it amended by filing Amendment No. 1 on June 30, 2011 and Amendment No. 2 on August 10, 2011  (as so amended, the “Elm Ridge Resale Registration Statement”), and relating to the Company's Form 10-Q for the fiscal quarter ended June 30, 2011, filed with the Commission on August 9, 2011 (File No. 001-35095).

The Company is responding to comment 4 of the Staff’s comment letter, which has been retyped herein in bold for ease of reference.  (That comment became the subject of a series of exchanges between the Company and the Staff, and the Company’s appeal discussed in the response below.)  It is our hope that comment 4 (and the ensuing matters related to it) will be resolved by this response and the filing of amended periodic reports, as described below.  Once comment 4 is resolved and the Company has filed the amended periodic reports, we plan to turn back to the September 29th comment letter with respect to the Elm Ridge Resale Registration Statement to address the Staff’s other comments.

Unless the context requires otherwise, references to we, our, us, United Community Banks, Inc., United or the Company in the response below refer to United Community Banks, Inc.  In addition, the use of first person pronouns reflect statements of the Company as if it were the signatory of this letter (rather than this firm on its behalf).

Form 10-Q for Fiscal Quarter Ended June 30, 2011

Management’s Discussion and Analysis of Financial Condition and Results of Operations Income Taxes, page 42

1.

We received your response to comment 5 in our letter dated August 30, 2011. We are processing your response and we may have further comments.

Response:

As a result of the determination of the Staff (and, following an appeal, the Office of the Chief Accountant (the “OCA”)) that the Company should have recorded an additional deferred tax valuation allowance as of December 31, 2010, the Company decided to recognize a full deferred tax asset valuation allowance as of December 31, 2010 and to restate its consolidated financial statements as of and from such date to account for that change.  Drafts of the Company’s amended periodic reports for the year ended December 31, 2010 and the first three quarters of 2011 (to reflect the above decision and change) were provided to the Staff’s accounting personnel, and such personnel have indicated that the restated financial statements and related disclosures with respect to the valuation allowance contained in such periodic reports have been substantially implemented to their satisfaction.

In connection with its review of the Company’s draft amended periodic reports, however, the Staff’s accounting personnel indicated that the material restatement being made is an indicator of a material weakness in the Company’s internal control over financial reporting.  Based on SEC Release 33-8810, Auditing Standard No. 5, and other literature discussing internal control over financial reporting and management’s assessment of such internal control, we agree that a material restatement is such an indicator.  As a result, the Company has re-evaluated the effectiveness of its internal control over financial reporting as of December 31, 2010, in light of the material restatement that resulted from the Company’s subsequent decision to establish a full deferred tax asset valuation allowance.

In connection with its re-evaluation, the Company concluded that, as of December 31, 2010, its internal control over financial reporting was effective based on all relevant criteria, as discussed below, notwithstanding the Company’s decision to establish the valuation allowance and the requirement to restate its financial statements to reflect that decision.

“Internal control over financial reporting” is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of a company’s principal executive and principal financial officers and affected by a company’s board of directors, management and other personnel, “to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(1)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(2)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the issuer; and

(3)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.”

Pursuant to Item 308 of Regulation S-K, the management of a reporting company must annually assess the effectiveness of the company’s internal control over financial reporting and disclose with such assessment any material weakness in such internal control.  A “material weakness” is defined by Rule 12b-2 as “a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis.”

The Company’s re-evaluation of its internal control over financial reporting established the following as the basis for its conclusion that there was no such deficiency.  The Company has at all times been fully aware of the accounting principles guiding its accounting for deferred tax assets and, also knowing that the conclusions regarding such accounting can differ based on various assumptions and judgments, prepared detailed quarterly analysis of its potential need for an increased valuation allowance with respect to its deferred tax asset.  That analysis was performed by qualified internal staff at the direction of the Company’s audit committee.  The Company exercised its judgment on this issue and concluded, at that time, that an increased valuation allowance was not required under the relevant accounting principles.

The Company reconsidered its position and determined that a full valuation allowance on its deferred tax asset would be recognized as of December 31, 2010 as a result of the Staff’s determination that the Company needed a valuation allowance as of December 31, 2010 and the OCA’s agreement with that determination.  The Company’s change included reconsidering the positive and negative evidence regarding the ultimate realization of the deferred tax asset.  However, this subsequent conclusion was not the result of factors or considerations that the Company was unaware of at any period of time, but rather was the result of a different judgment being made based on those same factors and considerations to address the concerns raised by the Staff’s and OCA’s determinations.

It is important to note that SEC Release 33-8810 at pages 39 to 40, included with the e-mail transmittal of this letter for your reference, discusses this specific issue and makes clear that “the restatement of financial statements does not, by itself, necessitate that management consider the effect of the restatement on the company’s prior conclusion related to the effectiveness over [internal control over financial reporting].”  This SEC position is repeated under item 4310.16 of the Division of Corporation Finance’s Reporting Manual.  Moreover, any notion that a material restatement indicates a de facto material weakness is expressly rejected on page 71 of SEC Release 33-8810.

Nonetheless, the Company recognizes the importance of processes and procedures to ensure the timely, prudent and comprehensive assessment of valuation allowance issues with respect to its deferred tax assets in accordance with ASC 740, Accounting for Income Taxes, and it is committed to a strong internal control environment that includes such analysis and assessment.  As a result, the Company is augmenting its internal control over financial reporting in the area of accounting for income taxes by implementing additional procedures designed to increase the level of review, analysis, evaluation and validation of its valuation of deferred tax assets.

As a related matter, the Company’s management has also concluded that the factors and considerations leading to its restatement of its financial statements and amendments to its periodic report did not involve matters that the Company’s disclosure controls and procedures failed to identify or present for consideration in a timely and transparent manner.

The Company has revised its disclosures on these matters that were contained within its original Form 10-K for the fiscal year ended December 31, 2010 to reflect the Company’s re-evaluation of its internal control over financial reporting as described above.  Once complete, this language will be included in the amendment to such Form 10-K that the Company plans to file.  We have included herewith redlined excerpts of such proposed disclosure showing the changes from the disclosure include in the original Form 10-K.

* * * * *

Additionally, in response to the Staff’s request, the Company acknowledges that (i) it is responsible for the adequacy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and (iii) it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Staff is requested to direct any further questions regarding this filing and this letter to the undersigned at (404) 815-6270.  Thank you.

Sincerely,

/s/ James W. Stevens

James W. Stevens

cc:           Jimmy C. Tallent, United Community Banks, Inc.

Rex S. Schuette, United Community Banks, Inc.

Alan Kumler, United Community Banks, Inc.

Sonny MacArthur, Porter Keadle Moore, LLP

ITEM 9A – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

United’s management, including the Chief Executive Officer and Chief Financial Officer, supervised and participated in an evaluation of the company’s disclosure controls and procedures as of December 31, 2010.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective in accumulating and communicating information to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosures of that information under the Securities and Exchange Commission’s rules and forms and that the disclosure controls and procedures are designed to ensure that the information required to be disclosed in reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified.

 Because of management’s subsequent decision to establish the full deferred tax asset valuation allowance, and the resulting restatement of United’s consolidated financial statements described in more detail elsewhere in this Amendment, management has re-evaluated the effectiveness of United’s disclosure controls and procedures as of December 31, 2010.  As a result of such re-evaluation, management, including the Chief Executive Officer and Chief Financial Officer, has determined that there was not a material weakness in United’s internal control over financial reporting as of December 31, 2010 and that United’s disclosure controls and procedures were effective as of such date, notwithstanding United’s decision to establish the allowance and restate its financial statements.  The factors and considerations leading to those actions did not involve matters that United’s disclosure controls and procedures (or its internal control over financial reporting) failed to identify or present for consideration in a timely and transparent manner.  Rather, management was aware of the issue as of December 31, 2010 and these subsequent actions were the result of a different judgment that was made, at a later time based on the same set of core facts, to address regulatory considerations.

Changes in Internal Control Over Financial Reporting

No changes were made to United’s internal control over financial reporting during the fourth quarter of 2010 that materially affected, or are reasonably likely to materially affect, United’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

United’s management is responsible for establishing and maintaining adequate internal control over financial reporting.  Management’s assessment of the effectiveness of United’s internal control over financial reporting as of December 31, 2010 is included in Item 8 of this ReportAmendment under the heading “Management’s Report on Internal ControlsControl Over Financial Reporting.”

MANAGEMENT’S REPORT ON INTERNAL CONTROLSCONTROL OVER FINANCIAL REPORTING

The management of United Community Banks, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of the company’s principal executive and principal financial officers and affected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material

September 29, 2011
 Via Email

Rex S. Schuette Executive Vice President and Chief Financial Officer United Community Banks, Inc. 125 Highway 515 East Blairsville, GA 30512
Re: United Community Banks, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed August 10, 2011 File No. 333-174420 Form 10-Q for Fiscal Quarter Ended June 30, 2011 Filed August 9, 2011 File No. 001-35095

Dear Mr. Schuette:

We have reviewed your response letter da ted September 21, 2011 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-1/A filed August 10, 2011

 Prospectus Cover Page

1. We note your response to comment 1 in our letter dated August 30, 2011.  We will
review the revised disclosure at the time the amended Form S-1 is filed.

2. We note your response to comment 2 in our letter dated August 30, 2011.  Please inquire
as to whether the selling shar eholders intend to have the securities quoted on the OTCBB
or listed on an exchange.  If the selling shareholders do not intend to have the securities
quoted on the OTCBB or listed on an exchange, please remove the reference to the securities being sold at market  or privately negotiated prices.

Rex S. Schuette United Community Banks, Inc. September 29, 2011 Page 2

Exhibit 8

3. We note your response to comment 3 in our letter dated August 30, 2011.  Please file as
an exhibit to the registration statement a ta x opinion that addre sses the Section 382 tax
matters.  Refer to Item 601(b)(8) of Regulation S-K.
 Form 10-Q for Fiscal Quarter Ended June 30, 2011

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Income Taxes, page 42

4. We received your response to comment 5 in our letter dated August 30, 2011.  We are
processing your response and we  may have further comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Rex S. Schuette United Community Banks, Inc. September 29, 2011 Page 3

 You may contact Marc Thomas, Staff A ccountant, at (202) 551-3452 or Hugh West,
Accounting Branch Chief, at (202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Pl ease contact Matt McNair , Staff Attorney, at
(202) 551-3583 or me at (202) 551- 3434 with any other questions.

Sincerely,
   /s/ Michael R. Clampitt
Michael R. Clampitt Senior Counsel
 cc: James W. Stevens
      Kilpatrick Townse nd & Stockton LLP

CORRESP
1
filename1.htm

    t71588_corresp.htm

Suite 2800  1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500  f 404 815 6555

www.KilpatrickTownsend.com

September 21, 2011

direct dial 404 815 6270

direct fax 404 541 3400

JStevens@kilpatricktownsend.com

VIA EDGAR, E-Mail and Federal Express

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C.  20549

Attention:
Michael R. Clampitt, Senior Counsel

Re:

United Community Banks, Inc.

Registration Statement on Form S-1

Filed June 29, 2011

File No. 333-175226

Amendment No. 2 to Registration Statement on Form S-1

Filed August 10, 2011

File No. 333-174420

Form 10-Q for Fiscal Quarter Ended June 30, 2011

Filed August 9, 2011

File No. 001-35095

Dear Mr. Clampitt:

At the request and on behalf of our client, United Community Banks, Inc. (the “Company”), we provide the below response to the Staff’s comment letter to the Company dated August 30, 2011 and telephone conferences with the Staff relating to the Company’s Registration Statement on Form S-1, filed with the Commission on June 29, 2011 (File No. 333-175226) (the “Recapitalization Resale Registration Statement”), Registration Statement on Form S-1 that the Company originally filed with the Commission on May 23, 2011, and that it amended by filing Amendment No. 1 thereto on June 30, 2011 and Amendment No. 2 thereto on August 10, 2011 (File No. 333-174420) (as so amended, the “Elm Ridge Resale Registration Statement”; together with the Recapitalization Resale Registration Statement, the “Registration Statements”), and Form 10-Q for the fiscal quarter ended March 31, 2011, filed with the Commission on May 4, 2011 (File No. 001-35095).

The Company’s responses are keyed to correspond to the numbered paragraphs of the Staff’s comment letter, which have been retyped herein in bold for ease of reference.  Unless the context requires otherwise, references to we, our, us, United Community Banks, Inc., United or the Company in the response below refer to United Community Banks, Inc.  In addition, in the case of all responses to comments, the use of first person pronouns reflect statements of the Company as if it were the signatory of this letter (rather than this firm on its behalf).

Letter to the Securities and Exchange Commission

September 21, 2011

Page 2

Form S-1 /A filed August 10, 2011

Prospectus Cover Page

1.

We note your response to comment 1 in our letter dated July 29, 2011.  Please remove the first sentence of the third paragraph.

Response:

The requested revision will be made in an Amendment No. 3 to the Elm Ridge Resale Registration Statement.

2.

We note your response to comment 1 in our letter dated July 29, 2011. Please confirm that you or the selling shareholders intend to apply for the securities to be quoted on the OTCBB or listed on an exchange. If there is no such intention, please remove the reference to the securities being sold at market or privately negotiated prices. We note the disclosure in the last sentence of the last paragraph.

Response:

While the selling shareholders required the Company to file the Elm Ridge Registration Statement, we do not know the selling shareholders’ intent with respect to applying to have the securities quoted on the OTCBB or listed on an exchange.  As a result, while the Company does not plan to have the securities quoted or listed, we do not feel it is appropriate to remove the language noted by the Staff and believe that the “if any” qualifier language gives the selling shareholders flexibility in the event they choose to have the securities quoted or listed.  Further, we are not aware of any requirement that we determine what the selling shareholders’ plans or intentions may be at the time a resale registration statement is filed and that this flexibility, with the “if any” qualifier, is fully permitted under all applicable law and interpretations.  We also believe that the risk factor titled “It is unlikely that an active trading market for the Series D Preferred Stock or the Warrants will develop.” adequately informs any potential purchaser of the securities from a selling shareholder that a market may never develop for the securities.

3.

We note the last sentence in the second paragraph of page 2. The opinion must speak as of the date of effectiveness of the registration statement. Please arrange for KPMG to revise accordingly.

Response:

We were comfortable with filing a copy of the KPMG opinion – which was received by the Company in connection with the closing of its recapitalization transaction – because it had been received in March 2011, just after the Elm Ridge transactions, even though the opinion does not relate to those transactions.  However, we are unaware of any basis to require that such unrelated opinion be converted into an opinion with respect to the tax consequences of the transactions we are registering now with the Elm Ridge Registration Statement – i.e., the potential resale of securities by the Elm Ridge selling shareholders.

Letter to the Securities and Exchange Commission

September 21, 2011

Page 3

The KPMG opinion was a special opinion sought by the Company to confirm to the investors in the recapitalization that the recapitalization, together with the Elm Ridge transactions, would not cause significant tax consequences to the Company.  It is, in essence, akin to a fairness opinion with respect to a specific set of facts at a particular point in time.  Thus, we respectfully disagree that this specially focused KPMG opinion must be updated and filed as part of the registration statement for subsequent and unrelated transactions as if it relates to the tax matters and consequences of the transactions covered by the registration statement.

Accordingly, with the Staff’s concurrence, to avoid confusion, we propose to remove the KPMG opinion from Exhibit 8 and include it as an appendix to the prospectus in the same manner that a fairness or similar opinion received in connection with a special transaction is disclosed.  We do not believe a tax consequences opinion is warranted under Reg. SK 501(b)(8) because we do not believe the tax consequences are material to potential investors.  However, if the Staff believes a tax consequences opinion for the Elm Ridge transactions is warranted, we will file such an opinion that relates to these transactions.

4.

We note the last sentence on page 2. KPMG may limit reliance on the opinion with regard to purpose, but not person. Please arrange for KPMG to revise accordingly.

Response:

Please see the response to comment number 3.  For the reasons stated there, we also do not believe there is any basis to require that the KPMG opinion be revised to allow wide reliance on it by any person beyond those to whom it was directed in connection with the previously completed recapitalization transaction.  As described above, we propose to remove the opinion from Exhibit 8 and include it as an appendix to the prospectus.

Form 10-Q for Fiscal Quarter Ended June 30, 2011

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Income Taxes, page 42

5.

We received your response to our prior comment 8 from our letter dated July 29, 2011. We are processing your response and we may have further comments.

Response:

Attached hereto as Exhibit A is the memorandum we submitted to the Staff on September 9, 2011.  Please let us know if you have any further comments.

* * * * *

Additionally, in response to the Staff’s request, the Company acknowledges that (i) it is responsible for the adequacy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and (iii) it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Letter to the Securities and Exchange Commission

September 21, 2011

Page 4

The Staff is requested to direct any further questions regarding this filing and this letter to the undersigned at (404) 815-6270.  Thank you.

Sincerely,

/s/ James W. Stevens

James W. Stevens

cc:           Jimmy C. Tallent, United Community Banks, Inc.

Rex S. Schuette, United Community Banks, Inc.

Alan Kumler, United Community Banks, Inc.

Sonny MacArthur, Porter Keadle Moore, LLP

Exhibit A

UNITED COMMUNITY BANKS, INC.

Summary of Position on Deferred Tax Assets

While we acknowledge the Staff’s concern regarding the short-term realization of our deferred tax assets, we respectfully disagree with the suggestion that a valuation allowance beyond that which has already been established is required.  We will continue to evaluate our deferred tax assets position on an ongoing basis and would provide a valuation allowance, if necessary, in future periods based on our assessment of the factors as of such dates.  We will also provide additional information in future filings to state more clearly the positive and negative factors included in our deferred tax assets analysis to enable readers to better understand our analysis and basis of our decision regarding a valuation allowance.

As an initial matter, it is important to note that approximately $51 million of our net deferred tax assets are temporary differences primarily related to our allowance for loan losses, reserve for losses on foreclosed properties and deferred compensation plans, and that they have no time limit on their realization.  The remaining approximately $215 million represents net operating loss carry-forwards that will expire only if they cannot be realized in 20 years.

In paragraphs 92 through 98 of Statement of Financial Accounting Standards 109, the Financial Accounting Standards Board (“FASB”) clearly documented its position that a valuation allowance is not required when it is “more likely than not” that the deferred tax asset will be realized before the expiration of any applicable carry-forward periods.  The FASB further documented that “the criterion required for measurement of a deferred tax asset should be one that produces accounting results that come closest to the expected outcome, that is realization or non-realization of the deferred tax asset in future years.”  We believe, and our auditors concur, that based on generally accepted accounting principles (“GAAP”) and our particular facts and circumstances, both positive and negative, it is more likely than not that our deferred tax assets will be realized in full within six to seven years and that our net operating loss carry-forwards will be realized in full within six years.  Even if we assumed no loan growth and at our current 3.6% net interest margin, we anticipate that all of our deferred tax assets would be realized within eight to nine years and that our net operating loss carry-forwards will be realized in seven years.  These adjusted projections are being provided confidentially under separate cover.  We hereby request confidential treatment of that information.

Although we believe we have provided the Staff with compelling support for our position, the Staff’s recent comments indicate that we have not been sufficiently clear either in delineating the positive and negative factors considered or in demonstrating how the positive factors considerably outweigh the negative factors.  Below we will restate more systematically the positive and negative factors we have considered in our professional judgment, describe how those factors and their relative weighting lead to our conclusion under GAAP, discuss the assumptions we have applied, and stress those assumptions.

Positive Factors

The following is a summary of the material positive factors that we have considered.

1.           Future Earnings Projections – Most significant of all factors, based on very conservative assumptions, we project positive future earnings that are more than sufficient to allow us to utilize all of our deferred tax assets within six to seven years and that our net operating loss carry-forwards will be realized in full within six years.  Even assuming no loan growth and a net interest margin of 3.6%, well below our historical experience, all of our deferred tax assets would be realized within eight to nine years.

2.           Positive Trends in Credit Measures – Our credit measures continue to show improvement and that trend is expected to continue.  For example, our ratio of nonperforming loans to total loans decreased from 3.89% at December 31, 2010 to 1.71% at June 30, 2011.  At June 30, 2011, our Texas ratio was 20.4% (as reported by SNL).  To put that in perspective, only 9 of the top 25 U.S. bank and thrift holding company registrants had a Texas ratio lower than ours.  The average Texas ratio for the top 25 U.S. bank thrift holding company registrants was 29.0%.  Our ratio of nonperforming assets to total assets was 1.60% at June 30, 2011, down from 1.73% at March 31, 2011 and 4.96% at September 30, 2010.  Additionally, our inflow of new nonperforming loans declined steadily from a peak of $190 million in the third quarter of 2009 to $82 million in the first quarter of 2011 and $36 million in the second quarter of 2011.

Our recent losses were primarily the result of the effect of the housing crisis on a loan portfolio that was overly concentrated in construction and development loans.  In the second quarter of 2007, we suspended lending for construction and development loans and, since that time, we have significantly reduced that loan concentration by over 75%.  Further, our recent problem asset disposition efforts have cleansed our balance sheet of our most troubled assets.  These actions, coupled with the trend of continuing improvement in our credit measures, positioned us to return to profitability in the second quarter of 2011 and to avoid losses of that prior magnitude in the future, even if the economy were to remain weak for years to come.

3.           Stable Net Interest Margin – Our net interest margin was under considerable pressure in late 2008 due to industry-wide liquidity problems.  Also, in late 2007 through 2008, as the prime rate sharply dropped, our floating loan rates dropped more quickly and, due to our desire to maintain a comfortable liquidity position, we were unable to lower deposit rates correspondingly.  As a result, our net interest margin compressed.  Since the fourth quarter of 2008, however, liquidity pressures have eased, and we have been rebuilding our margin by adjusting loan and deposit pricing.  With our current net interest margin at 3.6%, we believe with our excess liquidity and maintaining our neutral net interest sensitively position that we will be able to maintain a steady and slightly improving margin throughout a changing interest rate cycle.

4.           Recognition for High Customer Satisfaction – United has recently been recognized by JD Power & Associates as one of its top 40 customer service champions among all industries and was the only bank included on that list.  Prior to that, in 2010, JD Power & Associates named United the top bank in customer satisfaction in the Southeastern United States and ranked us third in the entire nation.  Several years ago, we engaged Customer Service Profiles to monitor our customer satisfaction each month.  According to Customer Service Profiles, United is the number one bank in customer satisfaction scores of all the companies they measure.  Throughout the weak economic cycle, we’ve worked to ensure that we remain the bank of choice in the markets we serve.   Satisfied customers lead to higher retention and acquisition rates, both of which contribute significantly to long-term profitability and franchise value.

5.           Core Deposit Growth – Recent core deposit growth has been very strong.  We have been able to increase core t

August 30, 2011
 Via Email

Rex S. Schuette Executive Vice President and Chief Financial Officer United Community Banks, Inc. 125 Highway 515 East Blairsville, GA 30512
Re: United Community Banks, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed August 10, 2011 File No. 333-174420 Form 10-Q for Fiscal Quarter Ended June 30, 2011 Filed August 9, 2011 File No. 001-35095

Dear Mr. Schuette:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-1/A filed August 10, 2011

 Prospectus Cover Page

1. We note your response to comment 1 in our le tter dated July 29, 2011.  Please remove the
first sentence of the third paragraph.
2. We note your response to comment 1 in our letter dated July 2 9, 2011.  Please confirm
that you or the selling shareholders intend to  apply for the securities to be quoted on the
OTCBB or listed on an exchange.  If ther e is no such intentio n, please remove the
reference to the securities being sold at mark et or privately negotiated prices.  We note
the disclosure in the last sent ence of the last paragraph.

Rex S. Schuette United Community Banks, Inc. August 30, 2011 Page 2

 Exhibit 8

3. We note the last sentence in the second para graph of page 2.  The opinion must speak as
of the date of effectiveness of the registra tion statement.  Please arrange for KPMG to
revise accordingly.
4. We note the last sentence on page 2.  KP MG may limit reliance on the opinion with
regard to purpose, but not person.  Please arrange for KPMG to revise accordingly.

Form 10-Q for Fiscal Quarter Ended June 30, 2011

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
 Income Taxes, page 42

5. We received your response to our prior comment 8 from our letter dated July 29, 2011.
We are processing your response and we may have further comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed

Rex S. Schuette United Community Banks, Inc. August 30, 2011 Page 3

 public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Marc Thomas, Staff A ccountant, at (202) 551-3452 or Hugh West,
Accounting Branch Chief, at (202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Pl ease contact Matt McNair , Staff Attorney, at
(202) 551-3583 or me at (202) 551- 3434 with any other questions.

Sincerely,
   /s/ Michael R. Clampitt
Michael R. Clampitt Senior Counsel
 cc: James W. Stevens
      Kilpatrick Townse nd & Stockton LLP

CORRESP
1
filename1.htm

    t71298a_corresp.htm

 KILPATRICK TOWNSEND & STOCKTON LLP

www.kilpatricktownsend.com

Suite 2800  1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500  f 404 815 6555

www.KilpatrickStockton.com

August 10, 2011

direct dial 404 815 6270

direct fax 404 541 3400

JStevens@kilpatrickstockton.com

VIA EDGAR, E-Mail and Federal Express

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C.  20549

Attention:                      Michael R. Clampitt, Senior Counsel

Re:

United Community Banks, Inc.

Registration Statement on Form S-1

Filed June 29, 2011

File No. 333-175226

Amendment No. 1 to Registration Statement on Form S-1

Filed June 30, 2011

File No. 333-174420

Form 10-Q for Fiscal Quarter Ended March 31, 2011

Filed May 4, 2011

File No. 001-35095

Dear Mr. Clampitt:

At the request and on behalf of our client, United Community Banks, Inc. (the “Company”), we provide the below response to the Staff’s comment letter to the Company dated July 14, 2011 and subsequent telephone conferences with the Staff on July 27, 2011 and July 29, 2011 relating to the Company’s Registration Statement on Form S-1, filed with the Commission on June 29, 2011 (File No. 333-175226) (the “Recapitalization Resale Registration Statement”).  With respect to the Recapitalization Resale Registration Statement, we are submitting our response in advance of filing an amendment to the Recapitalization Resale Registration Statement as we would like to resolve the issue before we file an amendment.

Additionally, this letter responds to the Staff’s comment letter to the Company dated July 29, 2011, relating to the Company’s Registration Statement on Form S-1 that the Company originally filed  with the Commission on May 23, 2011, and that it amended by filing Amendment No. 1 to the Registration Statement on Form S-1 on June 30, 2011 (File No. 333-174420) (as so amended, the “Elm Ridge Resale Registration Statement”), and relating to the Company’s Form 10-Q for the fiscal quarter ended March 31, 2011, filed with the Commission on May 4, 2011 (File No. 001-35095).  With respect to the Elm Ridge Resale Registration Statement, the Company is responding to the Staff’s comments by revising the Elm Ridge Resale Registration Statement as set forth below.

Letter to the Securities and Exchange Commission

August 10, 2011

Page 2

The Company’s responses are keyed to correspond to the numbered paragraphs of the Staff’s comment letters, which have been retyped herein in bold for ease of reference.  Unless the context requires otherwise, references to we, our, us, United Community Banks, Inc., United or the Company in the response below refer to United Community Banks, Inc.  In addition, in the case of all responses to comments, the use of first person pronouns reflect statements of the Company as if it were the signatory of this letter (rather than this firm on its behalf).

RECAPITALIZATION RESALE REGISTRATION STATEMENT

Prospectus Cover Page

1.

We note the non-voting common stock will be sold by the selling shareholders at a price of $9.50 per share, or at privately negotiated prices, until a market develops for the non­voting common stock. However, shares of non-voting common stock cannot be sold at privately negotiated prices since there is no existing market for such shares. Please revise to disclose that the selling shareholders will sell the non-voting common stock at a price of $x.xx per share until the shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices.

Response:

To address the Staff’s comment regarding the offering price of the non-voting common stock absent a public trading market for such securities, the Company is proposing to disclose a method that the selling shareholders will apply to determine the price at which the non-voting common stock will be sold.  Because the non-voting common stock is identical in all respects to the Company’s common stock (except that it is non-voting and converts into common stock), the proposed method for determining the offer and sale price of the non-voting common stock will be based on the offering price of the Company’s common stock at such time.  Those revisions were filed with the comment letter response filed by the Company on July 25, 2011.  As requested by the Staff by telephone on July 29, 2011, the Company is also proposing disclosure that will clarify that the 15,914,209 shares of non-voting common stock being registered for resale are convertible into 15,914,209 shares of the Company’s common stock, subject to the satisfaction of certain conditions.  All of the proposed revisions, including those previously filed with our July 25, 2011 response letter, are shown in the redlined draft attached hereto as Exhibit A.  If the proposed revisions shown in Exhibit A satisfy the Staff’s concerns, we will proceed with the filing of an amendment that will incorporate these changes as well as other changes to conform to corresponding changes made in the Elm Ridge Resale Registration Statement to address the Staff’s comments.

Set forth below are the reasons why the Company believes that disclosure of a method for determining the price at which shares of the non-voting common stock will be sold by the selling shareholders complies with applicable law and comports with the Commission’s policy of market transparency.

In response to the Staff’s initial comment, the Company researched the controlling federal statutes, rules and regulations promulgated by the Commission and interpretive releases by the Division of Corporate Finance to determine the legal basis for requiring that securities without a public trading market, which are registered by a registrant for resale by selling shareholders on a continuous or delayed basis, be sold at a fixed price until a market develops for the securities.  The Company was not able to find any such requirement.

Letter to the Securities and Exchange Commission

August 10, 2011

Page 3

Rule 415(a)(1)(i) of the Securities Act of 1933, as amended (the “Securities Act”) allows securities to be registered for an offering to be made on a continuous or delayed basis in the future, provided that the registration statement pertains only to “[s]ecurities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.”  The Recapitalization Resale Registration Statement was filed on behalf of the selling shareholders named therein, none of whom is a subsidiary of the Company and the Company is not a subsidiary of any of the selling shareholders.  Because the offering qualifies as a secondary offering by selling shareholders under Rule 415(a)(1)(i), the offering is not a primary “at-the-market” offering under 415(a)(1)(x) that may only be accomplished when an active trading market exists for the securities being offered.  Accordingly, in a bona fide secondary offering of securities on a continuous or delayed basis, Rule 415 does not require that selling shareholders offer and sell such securities at a fixed price, regardless of whether or not an active trading market for the securities exists.

The Recapitalization Resale Registration Statement is also subject to Item 501 of Regulation S-K, promulgated under the Securities Act, and Schedule A of the Securities Act, each of which outline the required disclosure in a registration statement with respect to the offering price of the securities.  Where securities are offered for cash, Item 501(b)(3) of Regulation S-K  requires that a registrant disclose the price to the public of the securities; however, “[i]f it is impracticable to state the price to the public, [a registrant may] explain the method by which the price is to be determined.”  Schedule A(16) of the Securities Act also permits a registrant to disclose the method for computing the proposed offering price of securities being registered as opposed to disclosing a fixed price at which the securities are proposed to be sold.1

In accordance with Rule 415, Item 501 and Schedule A of the Securities Act, the proposed revisions attached hereto as Exhibit A provide a method for computing the price at which the selling shareholders will sell the Company’s non-voting common stock that is tied to the offering price of the Company’s common stock at such time.  The Company’s common stock is listed on the Nasdaq Global Select Market under the symbol “UCBI” and an active trading market for the common stock exists.  The non-voting common stock is identical in every way to the Company’s common stock except that it is non-voting and converts into common stock.

ELM RIDGE RESALE REGISTRATION STATEMENT

Prospectus Cover Page

1.

We note your response to comment 4 in our letter dated June 17, 2011. Absent a market price, the securities cannot be offered at privately negotiated prices. Accordingly, please revise to disclose the price at which the securities will be offered and sold.

1 See subpart (16) to Schedule A (Requirements For Registration of Securities Other Than a Security Issued by a Foreign Government or Political Subdivision Thereof) of the Securities Act of 1933, as amended, which states in part, “[t]he price at which it is proposed that the security shall be offered to the public or the method by which such price is computed . . .”

Letter to the Securities and Exchange Commission

August 10, 2011

Page 4

Response:

The requested revision has been made in Amendment No. 2 to the Elm Ridge Resale Registration Statement (the “Amendment”).  That and all other revisions made in the Amendment are shown in the redlined draft that we have sent to the Staff by e-mail and Federal Express to facilitate your review.

Recent Developments, page 1

2.

In the event you request acceleration of effectiveness of the registration statement prior to filing the Form 10-Q for the quarter ended June 30, 2011, please revise to disclose the results of operations disclosed in the Form 8-K furnished July 28, 2011.

Response:

On August 9, 2011, the Company filed its Quarterly Report on Form 10-Q/A for the period ended June 30, 2011.  The Quarterly Report on Form 10-Q/A for the period ended June 30, 2011 is incorporated by reference into the Amendment.  Notwithstanding the foregoing, we have also provided second quarter updates throughout the Amendment.

3.

Please revise to disclose what progress has been made to date, if any, with regard to selling foreclosed properties pursuant to the Problem Asset Disposition Plan.

Response:

As part of the Problem Asset Disposition Plan, $28.9 million of foreclosed properties were sold during the second quarter.  Also during the second quarter, we had $22.0 million in new foreclosures resulting in an ending balance of foreclosed properties of $47.6 million at June 30, 2011.

Tax Benefits Preservation Plan, page 11

4.

We note your representation that for purposes of determining your ability to use your deferred tax asset you have not incurred an “ownership change” as defined under Section 382(g) of the Internal Revenue Code. Please file a tax opinion that supports this representation. Refer to Item 601(b)(8) of Regulation S-K.

Response:

The requested revision has been made in the Amendment.

Exhibits

5.

Please file as an exhibit to the registration statement the asset purchase agreement relating to the bulk loan sale that occurred in April 2011.

Response:

The requested revision has been made in the Amendment.

Letter to the Securities and Exchange Commission

August 10, 2011

Page 5

Form 10-Q for Fiscal Quarter Ended March 31, 2011

Notes to Consolidated Financial Statements

Note 5 – Loans and Allowance for Loan Losses, page 11

6.

We note your response to comment 17 in our letter dated June 17, 2011. So that the reader may have a better understanding of the appraisal policies utilized in determining charge-offs on impaired loans and on OREO, please address the following:

•

Tell us and disclose your appraisal policy;

•

Describe the procedures performed at each balance sheet date to determine the fair value of collateral-dependent impaired loans and OREO;

•

Describe, when you receive new appraisals, the type of appraisals received, such as “retail value” or “as is value”;

•

Discuss how partially charged-off loans measured for impairment based on the collateral value are classified and accounted for subsequent to receiving an updated appraisal. For example, disclose whether the loans are returned to performing status or whether they remain as nonperforming;

•

Discuss the typical timing surrounding the recognition of a loan as nonaccrual and recording of any provision or charge-off;

•

Discuss the procedures performed between receipt of updated appraisals to ensure impairment of loans measured for impairment based on collateral value is measured appropriately; and

•

Discuss how you determine the amount to charge-off.

Response:

We have repeated each bullet of the Staff’s bulleted comments below in bold.  The Company’s response follows each such bulleted comment:

●

Tell us and disclose your appraisal policy;

o

Response:  We have attached the Company’s appraisal policy as Exhibit B hereto.

●

Describe the procedures performed at each balance sheet date to determine the fair value of collateral-dependent impaired loans and OREO;

o

Response:  Collateral-dependent impaired loans and OREO are evaluated quarterly and are written-down to 80% of market value as determine by a current appraisal, which is an appraisal that was performed within the last 12 months. This time frame has been selected due to market conditions as a result of economic downturn.

●

Describe, when you receive new appraisals, the type of appraisals received, such as “retail value” or “as is value”;

Letter to the Securities and Exchange Commission

August 10, 2011

Page 6

o

Response:  Appraisals and evaluations for real estate secured transactions are required as follows:

New Loans

Appraisals

Evaluations*

Comments

  Commercial Real Estate

> $250,000

</= $250,000

Regulatory Requirement. Waivers Not Permitted.

  Business Loans

> $1,000,000

</= $1,000,000

Regulatory Requirement. Waivers Not Permitted.

  1 – 4 Family Residential

> $250,000

</= $250,000

Regulatory Requirement. Waivers Not Permitted.

Loan Increases and Renewals

Appraisals

Evaluations*

Comments

  Commercial Real Estate

> $250,000

</= $250,000

A new appraisal is not required if an existing appraisal that supports the current transaction can be validated.  An evaluation >1 year old should be updated with a new evaluation.

  Business Loans

> $1,000,000

</= $1,000,000

Same as commercial real estate.

  1 – 4 Family Residential

> $250,000

</= $250,000

Status Changes and Downgrades

Appraisals

Evaluations*/Validations

Comments

  Downgrades to OREO

> $0.00

Not applicable

Valid appraisals** required prior to taking as OREO.  The Regional Credit Officer can waive the pre-foreclosure requirement, but valid appraisals must be provided within 90 days after title is taken as OREO.

  Downgrades to Risk Rated 7, 8 and 9

  (non-accrual)

None

Single Family >$500,000;

Commercial

>$1,000,000

Existing valid appraisals or within 90 days of downgrade, validation of existing appraisals or new appraisals.  Waiver by the Regional Credit Officer permitted.

Letter to the Securities and Exchange Commission

August 10, 2011

Page 7

Routine Monitoring

Appraisals

Evaluations*/Validations

Comments

  Commercial OREO if held more than 5 years

> $250,000

</= $250,000

Regulatory Requirement. Waivers Not Permitted.

  1 – 4 Family Residential OREO

None

Required annually

Waivers by the Regional Credit Officer permitted.

  Risk Rating 7 to 9

None

> $250,000

Required every 60 months. Waivers by the Regional Credi

July 29, 2011
 Via Email

Rex S. Schuette Executive Vice President and Chief Financial Officer United Community Banks, Inc. 125 Highway 515 East Blairsville, GA 30512
Re: United Community Banks, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed June 30, 2011 File No. 333-174420 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 4, 2011 File No. 001-35095

Dear Mr. Schuette:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-1/A filed June 30, 2011

 Prospectus Cover Page

1. We note your response to comment 4 in our le tter dated June 17, 2011.  Absent a market
price, the securities cannot be offered at pr ivately negotiated prices.  Accordingly, please
revise to disclose the price at which th e securities will be offered and sold.

Rex S. Schuette United Community Banks, Inc. July 29, 2011 Page 2

 Recent Developments, page 1

2. In the event you request accelerati on of effectiveness of the re gistration statement prior to
filing the Form 10-Q for the quarter ended J une 30, 2011, please revi se to disclose the
results of operations disclosed in th e Form 8-K furnished July 28, 2011.

3. Please revise to disclose what progress has b een made to date, if any, with regard to
selling foreclosed properties pursuant to the Problem Asset Disposition Plan.
 Tax Benefits Preservation Plan, page 11

4. We note your representation that for purposes  of determining your ability to use your
deferred tax asset you have not incurred an “ownership change” as defined under Section
382(g) of the Internal Revenue Code.  Pleas e file a tax opinion that supports this
representation.  Refer to Item 601(b)(8) of Regulation S-K.
 Exhibits

5. Please file as an exhibit to the registra tion statement the asset purchase agreement
relating to the bulk loan sale  that occurred in April 2011.

Form 10-Q for Fiscal Quarter Ended March 31, 2011
Notes to Consolidated Financial Statements
Note 5 – Loans and Allowance for Loan Losses, page 11

6. We note your response to comment 17 in our letter dated June 17, 2011.  So that the
reader may have a better understanding of th e appraisal policies util ized in determining
charge-offs on impaired loans and on OREO, please address the following:

 Tell us and disclose your appraisal policy;

 Describe the procedures performed at each  balance sheet date to determine the
fair value of collateral-depende nt impaired loans and OREO;

 Describe, when you receive new appraisals, the type of appraisals received, such
as “retail value” or “as is value”;

 Discuss how partially charged-off loans measured for impairment based on the
collateral value are classified and account ed for subsequent to receiving an
updated appraisal.  For example, disclo se whether the loan s are returned to
performing status or whether th ey remain as nonperforming;

 Discuss the typical timing surrounding th e recognition of a loan as nonaccrual
and recording of any pr ovision or charge-off;

Rex S. Schuette United Community Banks, Inc. July 29, 2011 Page 3

 Discuss the procedures performed betw een receipt of updated appraisals to
ensure impairment of loans measured for impairment based on collateral value is
measured appropriately; and

 Discuss how you determine the amount to charge-off.

Note 10 – Common and Preferred Stock I ssued /Common Stock Issuable, page 21

7. We note your response to comment 20 in our letter dated June 17, 2011.  Please provide
us with sufficient additional informati on to enable us to better understand your
accounting for the Elm Ridge transaction.  In th is regard, for each instrument included in
the transaction, address how th e respective fair values were determined, and address
whether there were any beneficial conversion features or any type  of derivative which
may have existed under EITF 00-19 or ot her related authoritative literature.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Income Taxes, page 40

8. We read your response to comment 23 in our  letter dated June 17, 2011; however, we do
not see how you have provided a persuasive argument given the significant amount of
negative evidence and the inherent subjectivity of the positive eviden ce (i.e., projections
of future taxable income) you appear to be  presenting as a sign ificant piece of your
evidence for not recording a valuation allowan ce.  Forming a conclusion that a valuation
allowance is not needed is difficult when th ere is negative evidence such as cumulative
losses in recent years, which is considered a significant piece of ne gative evidence that is
difficult to overcome (refer to paragraphs 21 – 23 of ASC 740-10-30).  Furthermore, the
weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified.  Based on the
information provided it appears that you are placing a signifi cant amount of reliance on
your expectations regarding future earni ngs, but it is unclear to us how you have
determined these projections are objectively ve rifiable given your re cent earnings history
and the uncertainty around the current economic and regulatory environment (e.g., we reference the regulatory MOU).  Given the above , please reconsider th e need to provide a
valuation allowance against your net deferred ta x asset or provide us  with a more robust
analysis which clearly identifies both the pos itive and negative evidence considered and
the weight given to each piece of evidence.  In regard to any projections and assumptions
utilized, provide us with specific evidence to support the assumptions (such as, the number of years used in the projections, estimated growth rates, net interest margins
considered, estimated loan lo ss provision rates, and revenue  and expense growth rates
utilized).

Rex S. Schuette United Community Banks, Inc. July 29, 2011 Page 4

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Marc Thomas, Staff A ccountant, at (202) 551-3452 or Hugh West,
Accounting Branch Chief, at (202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Matt McNair, St aff Attorney, at (202)
551-3583 or me at (202) 551-3434 with any other questions.

Sincerely,
   /s/  Michael R. Clampitt
Michael R. Clampitt Senior Counsel
 cc: James W. Stevens
      Kilpatrick Townse nd & Stockton LLP

CORRESP
1
filename1.htm

    t71193_corresp.htm

Suite 2800  1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500  f 404 815 6555

www.KilpatrickStockton.com

July 25, 2011

direct dial 404 815 6270

direct fax 404 541 3400

JStevens@kilpatrickstockton.com

VIA EDGAR and E-Mail

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C.  20549

Attention:   Michael R. Clampitt, Senior Counsel

Re:

United Community Banks, Inc.

Registration Statement on Form S-1

Filed June 29, 2011

File No. 333-175226

Dear Mr. Clampitt:

At the request and on behalf of our client, United Community Banks, Inc. (the “Company”), we provide the below response to the Staff’s comment letter to the Company dated July 14, 2011.  As requested, this response is keyed to correspond to the Staff’s comment letter, which we do by setting out the Staff’s comment followed by our response.

Unless the context requires otherwise, references to we, our, us, United Community Banks, Inc. or the Company in the response below refer to United Community Banks, Inc.  In addition, the use of first person pronouns reflect statements of the Company as if it were the signatory of this letter (rather than this firm on its behalf).

Form S-1 filed June 29, 2011

Prospectus Cover Page

1.

We note the non-voting common stock will be sold by the selling shareholders at a price of $9.50 per share, or at privately negotiated prices, until a market develops for the non­voting common stock. However, shares of non-voting common stock cannot be sold at privately negotiated prices since there is no existing market for such shares. Please revise to disclose that the selling shareholders will sell the non-voting common stock at a price of $x.xx per share until the shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices.

Letter to the Securities and Exchange Commission

July 25, 2011

Page 2

Response:

We will make the requested revision as shown in the redlined draft attached hereto as Exhibit A by filing an amendment to the Company’s Registration Statement on Form S-1 (File No. 333-175226).  If the proposed revision shown in Exhibit A satisfies the Staff’s concerns and the Staff has no additional comments, we will proceed with the filing of such amendment.

* * * * *

Additionally, in response to the Staff’s request, the Company acknowledges that (i) it is responsible for the adequacy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and (iii) it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Staff is requested to direct any further questions regarding this filing and this letter to the undersigned at (404) 815-6270.  Thank you.

 Sincerely,

/s/ James W. Stevens

James W. Stevens

Cc:          Jimmy C. Tallent, United Community Banks, Inc.

Rex S. Schuette, United Community Banks, Inc.

Alan Kumler, United Community Banks, Inc.

EXHIBIT A

The information in this prospectus is not complete and may be changed.  These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated June 29,July __, 2011

PROSPECTUS

UP TO 24,085,777 SHARES OF COMMON STOCK

UP TO 15,914,209 SHARES OF NON-VOTING COMMON STOCK

This prospectus relates to the offer and sale of up to 24,085,777 shares of our common stock, par value $1.00 per share (the “Common Stock”) and up to 15,914,209 shares of our non-voting common stock, par value $1.00 per share (the “Non-Voting Common Stock”), by certain selling shareholders identified herein (the “Selling Shareholders”).  We issued the Common Stock and the Non-Voting Common Stock (collectively, the “Securities”) in a private placement to the Selling Shareholders that closed on March 30, 2011 (the “Private Placement”).  We are registering the resale of the Securities as required by the investment agreement and subscription agreements (the “Investment Agreements”) that we entered into with the Selling Shareholders.

The Selling Shareholders may sell all or a portion of the Common Stock from time to time, in amounts, at prices and on terms determined at the time of the offering.  TheUntil such time as a market develops for the Non-Voting Common Stock, if any, the Selling Shareholders may sell all or a portion of their shares of the Non-Voting Common Stock from time to time, in amounts and on terms determined at the time of the offering.  The Non-Voting Common Stock will be sold by the Selling Shareholders at a price of $9.50 per share, or at privately negotiated prices, until a market develops for the Non-Voting Common Stock, if any at a price per share that is equal to the lower of (i) the price per share that any Common Stock is being sold for in the same offering, or (ii) the then-prevailing market price of the Common Stock.  Thereafter, the Selling Shareholders may sell all or a portion of their shares of the Non-Voting Common Stock from time to time in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then-prevailing market price of the Non-Voting Common Stock or at negotiated prices.  We will not receive any proceeds from the sale of the Securities by the Selling Shareholders.  The Securities may be sold by any means described in the section of this prospectus entitled “Plan of Distribution” beginning on page 13.

Our Common Stock is currently traded on the Nasdaq Global Select Market under the symbol “UCBID” to reflect the recent reclassification of our Common Stock.  As of July 19, 2011, our Common Stock will resume trading on the Nasdaq Global Select Market under its former symbol, “UCBI”.  On June 28,“UCBI”.  On July __, 2011, the last reported sale price of our Common Stock on the Nasdaq Global Select Market was $10.18____ per share.  You are urged to obtain current market quotations of our Common Stock.  The Non-Voting Common Stock is not listed on any stock exchange, and we do not intend to list any shares of such stock on a stock exchange.  No market currently exists for the Non-Voting Common Stock.  When and if a market develops, you are urged to obtain current market quotations of our Non-Voting Common Stock.

Investing in the Securities involves a high degree of risk.  See the section entitled “Risk Factors” beginning on page 7 and the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which is incorporated herein by reference.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of the Securities or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.  An investment in the Securities of United Community Banks, Inc. is not insured by the Federal Deposit Insurance Corporation or any other government agency.

The Securities are not deposit accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this prospectus is ____________ __, 2011

July 14, 2011
 Via Email

Rex S. Schuette Executive Vice President and Chief Financial Officer United Community Banks, Inc. 125 Highway 515 East Blairsville, GA 30512
Re: United Community Banks, Inc.
  Registration Statement on Form S-1
Filed June 29, 2011
  File No. 333-175226

Dear Mr. Schuette:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Form S-1 filed June 29, 2011

 Prospectus Cover Page

1. We note the non-voting common stoc k will be sold by the selli ng shareholders at a price
of $9.50 per share, or at privat ely negotiated prices, until a market develops for the non-
voting common stock.  However, shares of non-voting common stock cannot be sold at
privately negotiated prices sin ce there is no existing market fo r such shares.  Please revise
to disclose that the selling shareholders will sell the non-voting common stock at a price
of $x.xx per share until the shares are quoted  on the OTCBB and thereafter at prevailing
market prices or privately negotiated prices.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in

Rex S. Schuette United Community Banks, Inc. July 14, 2011 Page 2

 possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Matt McNair, Staff Attorney, at (202) 551-3583 or me at (202) 551-3434
with any questions.
Sincerely,
   /s/ Michael R. Clampitt
Michael R. Clampitt Senior Counsel
 cc: James W. Stevens
      Kilpatrick Townse nd & Stockton LLP

CORRESP
1
filename1.htm

    t71013a_corresp.htm

Suite 2800  1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500  f 404 815 6555

www.KilpatrickStockton.com

direct dial 404 815 6270

direct fax 404 541 3400

JStevens@kilpatrickstockton.com

June 28, 2011

VIA EDGAR, E-Mail and Federal Express

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C.  20549

Attention:              Michael R. Clampitt, Senior Counsel

Re:          United Community Banks, Inc.

Registration Statement on Form S-1

Filed May 23, 2011

File No. 333-174420

Form 10-K for Fiscal Year Ended December 31, 2010

Filed March 16, 2011

Form 10-Q for Fiscal Quarter Ended March 31, 2011

Filed May 4, 2011

File No. 001-35095

Ladies and Gentlemen:

At the request and on behalf of our client, United Community Banks, Inc. (the “Company”), we provide below responses to the Staff’s comment letter to the Company dated June 17, 2011.  As requested, these responses are keyed to correspond to the Staff’s comment letter, which we do by setting out each of the Staff’s comments followed by our response.

Unless the context requires otherwise, references to we, our, us, United Community Banks, Inc. or the Company in the response below refer to United Community Banks, Inc.  In addition, in the case of all responses to comments, the use of first person pronouns reflect statements of the Company as if it were the signatory of this letter (rather than this firm on its behalf).

Letter to the Securities and Exchange Commission

June 28, 2011

Page 2

Form S-1 filed May 23, 2011

General

1.

We note the bank is currently subject to a memorandum of understanding (“MOU”) with the FDIC and Georgia Department of Banking and Finance. Please revise to include a recent developments section and disclose all material actions taken in response to the MOU. Disclose whether your capital ratios were in compliance with the MOU as of March 31, 2011.

Response:

The requested revision has been made in Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the “Amendment”).  That and all other revisions to the Amendment are shown in the redlined draft that we have sent to the Staff by e-mail and Federal Express to facilitate your review.

2.

We note foreclosed property costs were up $54.1 million in the first quarter of 2011 compared to the first quarter of 2010. On page 39 of your Form 10-Q for the quarter ended March 31, 2010, you attribute most of this increased expense to higher write downs on foreclosed properties incurred to expedite sales under the Problem Asset Disposition Plan. Please tell us, with a view toward revised disclosure, whether you expect to continue to incur elevated foreclosed property costs.

Response:

The Company does not expect to continue to incur elevated foreclosed property costs at the level incurred in the first quarter of 2011.  As a result of the Company’s Bulk Loan Sale in the second quarter of 2011, inflows to foreclosed properties are expected to continue to decline because the loans with the highest probability of foreclosure were included in the Bulk Loan Sale.  Correspondingly, the Company expects related foreclosure costs to continue to decline. The Bulk Loan Sale was a discrete transaction and there are currently no plans under consideration to execute another bulk sale of that magnitude.  A revision has been made in the “Summary—Recent Developments” section of the Amendment with respect to these expectations.

3.

We note you have incurred increasing losses since 2008. Please revise to include a risk factor in the registration statement that addresses your recent quarterly and annual losses, including the loss incurred in the most recent quarter. We note you have incorporated by reference the risk factors from the Form 10-K for the year ended December 31, 2010, including the second risk factor on page 16.

Response:

The requested revision has been made in the Amendment.

Letter to the Securities and Exchange Commission

June 28, 2011

Page 3

Prospectus Cover Page

4.

We note there is no existing market for the cumulative perpetual preferred stock or the warrants. Accordingly, an at-the-market offering is not permitted for these securities. Please revise to disclose that the selling shareholders will sell at a price of $x.xx per share/warrant until the shares/warrants are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. In addition, disclose the current interest rate on the preferred and the exercise price of the warrants and whether or not they have a cashless exercise feature.

Response:

The requested revisions have been made in the Amendment.

A Warning About Forward ..., page ii

5.

Move this section to after the risk factors section.

Response:

The requested revision has been made in the Amendment.

Risk Factors

Future dividend payments are restricted ..., page 3

6.

Revise to disclose the dividend rate terms and the annual accrual based on the current rate. In addition, disclose if there are any arrangements, agreements or understandings regarding the issuance of additional preferred stock and add a cross-reference to another location in the prospectus where “subject to certain limited exceptions” is more fully described.

Response:

The requested revisions have been made in the Amendment.

Plan of Distribution, page 4

7.

Please disclose that you will file a post-effective amendment to the registration statement to update the plan of distribution in the event you engage underwriters, broker-dealers or agents to offer the securities.

Letter to the Securities and Exchange Commission

June 28, 2011

Page 4

Response:

The requested revision has been made in the Amendment.

Selling Shareholders, page 6

8.

Please revise to name the natural persons who have or share voting or investment power for each identified selling shareholder. In addition, indicate if either seller is a broker-dealer or an affiliate of a broker-dealer. If so, add appropriate disclosure of seller’s intentions at the date of purchase.

Response:

The requested revision has been made in the Amendment.

Tax Benefits Preservation Plan, page 7

9.

We note the representations here and on page 18 of the Form 10-Q for the first quarter that management does not believe there was an ownership change under Section 382 of the Internal Revenue Code prior to, or in connection with, the private equity transaction completed in the first quarter. Please revise your disclosure here to address, by bullets, the negative aspects of the plan, e.g., how the net operating losses could be lost, impact on liquidity or poison pill elements, testing dates under section 382, reductions based on market value, etc. Disclose the amounts at risk. In this regard, please add a risk factor that addresses the potential risks related to a change of ownership or market value changes.

Response:

We have revised the Amendment to describe the negative aspects of the Company’s Tax Benefits Preservation Plan and to describe in more detail the impact of an ownership change under Section 382 of the Internal Revenue Code (“Section 382”).  We have also included an updated Section 382-related risk factor in the Amendment.

Item 15. Recent Sales of Unregistered Securities

10.

Revise to disclose the Fletcher option and warrant issuance. In addition, add disclosure here to the Fletcher issuance as well as the other 2011 issuances as to how they were structured to comply with IRS Section 382. Alternately, add this disclosure on page 7 under “Tax Benefits Preservation Plan.” Also add a risk factor addressing the potential dilution associated with these issuances and the potential indemnification issuances.

Letter to the Securities and Exchange Commission

June 28, 2011

Page 5

Response:

We have added disclosure regarding the Fletcher option and warrant issuance and disclosure to the description of the 2011 issuances to describe how the 2011 issuances were structured to comply with Section 382.  The Fletcher option and warrant issuance was not structured in a way to comply with Section 382 because those transactions did not create any risk of an ownership change under Section 382 at such time.

We have added a risk factor with respect to potential dilution as a result of the exercise of the Fletcher warrants and possible purchase of convertible preferred stock.  We have not added a risk factor with respect to a possible dilutive issuance as a result of the issuance of potential indemnification shares because the Company’s indemnification obligation lapsed on June 15, 2011 without an issuance.

11.

Revise to disclose the exemption from registration claimed for each unregistered sale identified in this section and state briefly the facts relied upon to make the exemption available. Refer to Item 701(d) of Regulation S-K. In addition, disclose the aggregate offering amount for each unregistered offering.

Response:

The requested revisions have been made in the Amendment.

Exhibit 5

12.

Please arrange for counsel to opine that the warrants are binding obligations under the state contract law governing the warrant agreement.

Response:

The requested revision has been made in the revised opinion filed with the Amendment (the “Revised Opinion”).

13.

Refer to the second sentence of the last paragraph. Counsel may limit reliance on the opinion with regard to purpose, but not person. Please arrange for counsel to revise accordingly.

Response:

The requested revision has been made in the Revised Opinion.

Letter to the Securities and Exchange Commission

June 28, 2011

Page 6

Form 10-K for Fiscal Year Ended December 31, 2010

Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview, page 27

14.

Provide us with sufficient information so that we may better understand the nature and your accounting for the fraud loan loss provision recorded previously and subsequently reversed in fiscal 2010.

Response:

In 2007, the Company suffered an $18 million loss related to two fraudulent real estate developments in western North Carolina.  The original $18 million fraud loan loss provision and related charge-off were described on page 22 of the Company’s Form 10-K for Fiscal Year Ended December 31, 2007.  For the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview, we broke out separately the fraud loan loss provision and related charge-off to better disclose the nature of the loss.  At the time of the loss, the Company filed a claim with its primary insurer for coverage of the loss under its blanket bond and excess bond.  The Company’s insurer rejected the claim, and, as a result, the Company filed a suit against such insurer.  Because the Company’s insurer initially rejected the claim, management determined the likelihood of collection was remote.  We therefore recorded the recovery when we determined the realization was probable which was in the fourth quarter of 2010.  In December 2010, the Company reached a settlement with its insurer for $12.25 million, less $500,000 paid in expenses related to the recovery.  The Company recorded the net $11.75 million as a loan recovery of a previous charge-off in the fourth quarter of 2010 and separated the fraud loan recovery in the Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview consistent with our 2007 disclosures.

Item 11. Executive Compensation

Base Salary, page 20 of Definitive Proxy Statement on Schedule 14A

15.

We note the disclosure in the first paragraph on page 21 that Mr. Freeman’s compensation was reduced by $95,000 in 2010. Please reconcile this statement with the amounts disclosed in the summary compensation table.

Response:

Effective April 1, 2010, Mr. Freeman voluntarily requested that his annual base salary be reduced by $95,000 from $295,000 to $200,000.  In the summary compensation table in the Company’s Definitive Proxy Statement on Schedule 14A, Mr. Freeman’s base salary for 2010 is shown as $223,750 because he earned an annual base salary of $295,000 for the first three months of the year and an annual base salary of $200,000 for the last nine months of the year.  A reconciliation is shown below.

Base salary of $295,000 times 3/12 =

$
73,750

Base salary of $200,000 times 9/12 =

150,000

Total

$
223,750

Letter to the Securities and Exchange Commission

June 28, 2011

Page 7

Non-Equity Incentive Awards, page 21 of Definitive Proxy Statement on Schedule 14A

16.

It appears based on your disclosure that the qualitative performance measures were established as quantifiable performance targets. Please tell us what these targets were and revise future filings accordingly. Refer to Item 402(b)(2)(v) of Regulation S-K.

The key performance measure considered by the Company’s Compensation Committee for fiscal year 2010 was core pre-tax, pre-credit earnings, viewed as the primary quantitative performance measure.  Additionally, if the minimum threshold target was met, the Compensation Committee had negative discretion to lower the targeted bonus level based on several qualitative performance measures.  The qualitative performance measures targeted levels of provision for loan losses, core deposit growth, net interest margin, operating efficiency ratio, and customer satisfaction scores.

The Company described in its Proxy Statement that, to receive a bonus award, core pre-tax, pre-credit earnings must have reached a minimum level of $75 million, and higher bonus awards could be paid if the Company achieved $125 million in core pre-tax, pre-credit earnings for the year.   If the minimum or a higher targeted level of core pre-tax, pre-credit earnings was met, the bonus award could be reduced by the Compensation Committee based on the collective performance of the qualitative measures discussed above.

The Company’s actual core pre-tax, pre-credit earnings for 2010 were $113.4 million.  Even though the primary measure, core deposit growth and customer satisfaction scores were above the minimum levels, the provision for loan losses, net interest margin and operating efficiency goals were not met during 2010.  Therefore, the Compensation Committee did not grant non-equity incentive compensation awards or cash bonuses in 2010 to any Named Executive Officers or any other member of senior management.

The Company has not disclosed the specific numerical performance targets for its qualitative performance measures because such disclosure would result in substantial competitive harm to the Company, as defined in Instruction 4 to Item 402(b) of Regulation S-K.  Instruction 4 specifies that the applicable standard for that determination is the same as when requesting confidential treatment of confidential trade secrets or confidential commercial or financial information pursuant to Securities Act Rule 406 and Exchange Act Rule 24b-2, each of which in turn incorporates the criteria for nondisclosure when relying upon Exemption 4 of the Freedom of Information Act (5 U.S.C. § 552(b)(4)) (“FOIA”) and Rule 80(b)(4) thereunder.  As described below, we believe that the Company omission of the specific numerical performance targets meets the criteria in Instruction 4 to Item 402(b) and in Exemption 4 to FOIA.

Letter to the Securities and Exchange Commission

June 28, 2011

Page 8

Current Disclosure.  The Company has carefully evaluated its various incentive compensation arrangements to determine if disclosure would result in competitive harm.  When the Company does not believe that disclosure of information relating to performance targets will result in competitive harm, it has disclosed such information. For example, the Company has described the target for the key performance measure considered by the Committee that is a threshold for any incentive compensation to be paid.  We believe th

June 17, 2011
 Via Email

Rex S. Schuette Executive Vice President and Chief Financial Officer United Community Banks, Inc. 125 Highway 515 East Blairsville, GA 30512
Re: United Community Banks, Inc.
Registration Statement on Form S-1 Filed May 23, 2011 File No. 333-174420 Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 16, 2011 Form 10-Q for Fiscal Quarter Ended March 31, 2011 Filed May 4, 2011 File No. 001-35095

Dear Mr. Schuette:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-1 filed May 23, 2011

 General

1. We note the bank is currently subject to a memorandum of understanding (“MOU”) with
the FDIC and Georgia Department of Banking and Finance.  Please revise to include a
recent developments section and disclose all material actions taken in response to the
MOU.  Disclose whether your capital ratios  were in compliance with the MOU as of
March 31, 2011.

Rex S. Schuette United Community Banks, Inc. June 17, 2011 Page 2

 2. We note foreclosed property costs were up $54.1 million in the first quarter of 2011
compared to the first quarter of 2010.  On  page 39 of your Form 10-Q for the quarter
ended March 31, 2010, you attribute most of th is increased expense to higher write
downs on foreclosed properties incurred to  expedite sales under the Problem Asset
Disposition Plan.  Please tell us, with a view toward revised disclosure, whether you
expect to continue to incur elevated foreclosed property costs.
3. We note you have incurred increasing losses si nce 2008.  Please revise  to include a risk
factor in the registration stat ement that addresses your recent  quarterly and annual losses,
including the loss incurr ed in the most recent quarter.  We note you have incorporated by
reference the risk factors from the Form 10-K for the year ended December 31, 2010, including the second risk factor on page 16.
 Prospectus Cover Page

4. We note there is no existing market for the cumulative perpetual pr eferred stock or the
warrants.  Accordingly, an at-the-market offering is not permitted for these securities.  Please revise to disclose that the selling sh areholders will sell at a price of $x.xx per
share/warrant until the sh ares/warrants are quoted on the OTCBB and thereafter at
prevailing market prices or pr ivately negotiated prices.  In addition, disclose the current
interest rate on the preferred and the exercise price of the warrants and whether or not
they have a cashless exercise feature.
 A Warning About Forward …, page ii

5. Move this section to after the risk factors section.

Risk Factors
Future dividend payments are restricted …, page 3

6. Revise to disclose the dividend rate terms and the annual accrual based on the current
rate.  In addition, disclose if there are a ny arrangements, agreements or understandings
regarding the issuance of add itional preferred stock and add a cross-reference to another
location in the prospectus where “subject to  certain limited exceptions” is more fully
described.
 Plan of Distribution, page 4

7. Please disclose that you will file a post-effec tive amendment to the registration statement
to update the plan of distribu tion in the event you engage und erwriters, broker-dealers or
agents to offer the securities.

Rex S. Schuette United Community Banks, Inc. June 17, 2011 Page 3

 Selling Shareholders, page 6

8. Please revise to name the natural persons w ho have or share voting or investment power
for each identified selling shareholder.  In a ddition, indicate if either seller is a broker-
dealer or an affiliate of a broker-dealer.  If  so, add appropriate disclosure of seller’s
intentions at the date of purchase.
 Tax Benefits Preservation Plan, page 7

9. We note the representations here and on page  18 of the Form 10-Q for the first quarter
that management does not believe there wa s an ownership change under Section 382 of
the Internal Revenue Code prior to, or in c onnection with, the privat e equity transaction
completed in the first quarter.  Please revise  your disclosure here to address, by bullets,
the negative aspects of the pl an, e.g., how the net operating lo sses could be lost, impact
on liquidity or poison pill elements, tes ting dates under section 382, reductions based on
market value, etc.  Disclose the amounts at ri sk.  In this regard, pl ease add a risk factor
that addresses the potential risks related to  a change of owners hip or market value
changes.
 Item 15.  Recent Sales of Unregistered Securities

10. Revise to disclose the Fletcher option and wa rrant issuance.  In a ddition, add disclosure
here to the Fletcher issuance as well as the other 2011 issuances as to how they were
structured to comply with IRS Section 382.  Alternately, a dd this disclosure on page 7
under “Tax Benefits Preservation Plan.”  Also  add a risk factor addressing the potential
dilution associated with these issuances a nd the potential indemnification issuances.

11. Revise to disclose the exemption from regi stration claimed for each unregistered sale
identified in this section a nd state briefly the facts relied upon to make the exemption
available.  Refer to Item 701(d) of Regulati on S-K.  In addition, disclose the aggregate
offering amount for each unregistered offering.
 Exhibit 5

12. Please arrange for counsel to opine that th e warrants are bindi ng obligations under the
state contract law governing the warrant agreement.
13. Refer to the second sentence of the last pa ragraph.  Counsel may limit reliance on the
opinion with regard to purpose, but not pe rson.  Please arrange for counsel to revise
accordingly.

Rex S. Schuette United Community Banks, Inc. June 17, 2011 Page 4

 Form 10-K for Fiscal Year Ended December 31, 2010

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Overview, page 27

14. Provide us with sufficient information so that we may better understand the nature and
your accounting for the fraud loan loss provisi on recorded previously and subsequently
reversed in fiscal 2010.
 Item 11.  Executive Compensation

Base Salary, page 20 of Definitive Proxy Statement on Schedule 14A

15. We note the disclosure in the first pa ragraph on page 21 that Mr. Freeman’s
compensation was reduced by $95,000 in 2010.  Pleas e reconcile this statement with the
amounts disclosed in the summary compensation table.
 Non-Equity Incentive Awards, page 21 of  Definitive Proxy Statement on Schedule 14A

16. It appears based on your disc losure that the qualitative performance measures were
established as quantifiable perf ormance targets.  Please tell us what these targets were
and revise future filings accordingly.  Refe r to Item 402(b)(2)(v) of Regulation S-K.
 Form 10-Q for Fiscal Quarter Ended March 31, 2011

Item 1.  Financial Statements
 Notes to Consolidated Financial Statements

Note 5 – Loans and Allowance for Loan Losses, page 11

17. In regard to the table on page  12, tell us the reasons and ba sis for not having any of the
allowance for loan losses asso ciated with loans “individually  evaluated for impairment”
at either March 31, 2011 or at December 31, 2011 and only a minimal amount associated
with these types of loans at March 31, 2010.  Given the significant levels of nonaccrual
loans at each of the above noted dates, as we ll as the levels of lo an loss provisions and
charge-offs recorded, it would s eem that a larger portion of the allowance for loans losses
would be associated with these types of loans.  Please provide us with sufficient
information so that we will have a better understanding of your allowance for loan loss
evaluation process of impaired loans.
 Note 6 – Foreclosed Property, page 17

18. Tell us the reasons and basis for the significant increase in the foreclosed asset provision
and in the level of direct write-downs  during the quarter ended March 31, 2011.
Specifically address the asset disposition pl an implemented in 2011 and the impact this

Rex S. Schuette United Community Banks, Inc. June 17, 2011 Page 5

 had on the timing and amount of the provision s and write-downs.  Further, address at
what point in time these write-downs were taken and what your appraisal policy is in
regard to OREO.

 Note 7 - Earnings Per Share, page 17

19. We note the equity transactions completed in the quarter ended March 31, 2011.  Please
tell us whether these transactions constituted a change of ownership which would result in the potential issuance of common shares under the indemnif ication provisions. Further,
address how you have accounted for the indemnification provisions.

Note 10 – Common and Preferred Stock I ssued /Common Stock Issuable, page 21

20. Regarding the share exchange agreement with  Elm Ridge in Februa ry 2011, provide us
with sufficient information to support your accounting that there was no increase or
decrease in shareholders’ equity.  Furthe r, tell us how you have accounted for the
warrants issued in the transaction.
 Note 13 – Transactions with Fl etcher International, page 22

21. In regard to the April 2010 tr ansactions with Fletcher Inte rnational, plea se address the
following:
 Tell us and disclose the nature and terms of  the loan made in conjunction with the
nonperforming assets sale;
 Tell us and disclose whether this loan is  performing under its contractual terms and
whether there have been a ny delinquencies to date;
 Tell us and disclose the expiration date of  the warrant and whether the warrant to
acquire common stock has been exercised;
 Tell us and disclose whether all of the shar es of the Series C Preferred stock were
purchased by May 31, 2011;
 Tell us how the company has or will account for the commitment payment received
from Fletcher for the Series C Preferre d stock not purchased by May 31, 2011; and
 Tell us and disclose whether the additiona l warrant to purchase common stock has
been issued.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Recent Developments, page 28

22. Regarding the sale of substandard and nonperf orming loans to CF Southeast LLC and CF
Southeast Trust 2011-1 which occurred in April of 2011, please provide us with a
detailed analysis (with references to the a ppropriate accounting literat ure), similar to what

Rex S. Schuette United Community Banks, Inc. June 17, 2011 Page 6

 was provided and disclosed rega rding the Fletcher Interna tional Ltd. Transaction, which
supports your accounting for the transactions.
 Income Taxes, page 40

23. We note that you have recorded a net deferre d tax asset of $167 million at December 31,
2010 and $266 million as of March 31, 2011.  Your  disclosures regarding the realization
of the net deferred tax asset seem to focus on your ability to carry the losses forward to
future profitable years.  Given the significant losses recognized in each of the last three
fiscal years and in the interim period of fiscal 2011, please provide us with a detailed
analysis to support your conclusion that no a dditional valuation allo wance was warranted.
Your response should addre ss both the positive and negativ e evidence you considered in
making this determination in accordance with ASC 740.  Provide us with this information for each of the periods ended Marc h 31, 2011, December 31, 2010, and December 31,
2009.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow

Rex S. Schuette United Community Banks, Inc. June 17, 2011 Page 7

 adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Marc Thomas, Staff A ccountant, at (202) 551-3452 or Hugh West,
Accounting Branch Chief, at (202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Matt McNair, St aff Attorney, at (202)
551-3583 or me at (202) 551-3434 with any other questions.

Sincerely,
   /s/ Michael R. Clampitt
Michael R. Clampitt Senior Counsel
 cc: James W. Stevens
      Kilpatrick Townse nd & Stockton LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

September 23, 2009
 By U.S. Mail and facsimile (706) 745-8960

Jimmy C. Tallent President and Chief Executive Officer United Community Banks, Inc. 63 Highway 515 Blairsville, Georgia 30512
Re: United Community Banks, Inc.         Form 10-K for Fiscal Year Ended December 31, 2008
 Form 10-Q for Fiscal Quarter Ended March 31, 2009
 Form 10-Q for Fiscal Quarter Ended June 30, 2009
 File Number 0-21656

Dear Mr. Tallent:
  We have completed our review of your  Annual Report on Form 10-K and related
filings and have no further comments at this time.
Sincerely,   Eric Envall Staff Attorney

CORRESP
1
filename1.htm

corresp

    Suite 2800 1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500 f 404 815 6555

www.KilpatrickStockton.com

    September 21, 2009

    direct dial 404 815 6270

direct fax 404 541 3400

JStevens@kilpatrickstockton.com

VIA EDGAR and Federal Express

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C. 20549

Attention:     Mr. Eric
Envall, Staff Attorney

    Re:

    United Community Banks, Inc.

Form 10-K for Fiscal Year Ended December 31, 2008

Filed February 27, 2009

Form 10-Q for Fiscal Quarter Ended June 30, 2009

Filed August 7, 2009

File Number 0-21656

Ladies and Gentlemen:

     At the request and on behalf of our client, United Community Banks, Inc. (the “Company”), we
provide below responses to the Staff’s comment letter dated September 17, 2009. As requested,
these responses are keyed to correspond to the Staff’s comment letter, which we do by setting out
each of the Staff’s comments followed by our response.

     Unless the context requires otherwise, references to we, our, us, United Community Banks, Inc.
or the Company in the response below refer to United Community Banks, Inc. In addition, in the
case of all responses to comments, the use of first person pronouns reflect statements of the
Company as if it were the signatory of this letter (rather than this firm on its behalf).

Form 10-Q Filed for the Quarter Ended June 30, 2009

Notes to Consolidated Financial Statements

Note 13 — Goodwill, page 17

    1.

    We read your response to our prior comment four. It appears your decision not to perform
additional impairment testing was primarily based on the incremental improvement in your stock
price during the second quarter and on your comparison

Letter to the Securities and Exchange Commission

September 21, 2009

Page 2

of your projected and actual results (i.e. which included the one-time FDIC related gain). We
agree the improvement in your stock price is one factor that should be considered. Please
provide us with a more robust and comprehensive discussion of the positive and negative
factors you considered in your determination as to whether additional impairment testing was
required (pursuant to SFAS 142) during the quarter ended June 30, 2009. Your response should
expand on the information you provided in your previous response and should also address
negative factors, such as (but not limited to) your continued losses, greater than estimated
deterioration in various key performance indicators and ratios, and any other pertinent
information.

Response:

The improvement in our stock price was not the only factor considered in determining whether
it was necessary to perform an interim impairment test. We also considered that our
earnings performance, absent the bargain purchase gain from the acquisition of Southern
Community Bank, fell short of our internal forecast. However, we do not believe the credit
deterioration represented a significant adverse change in the business climate as described
in paragraph 28.a. of SFAS 142 because it was due to the ongoing effects of a weak credit
environment for which the magnitude of losses could not reliably be predicted rather than a
specific event occurring in the second quarter. In considering the effect of the second
quarter results on potential goodwill impairment, we believed at the time that any
incremental deteriorating credit quality would result in a lower estimated fair value of our
loan portfolio in Step 2 of the analysis that would offset any decline in value resulting in
Step 1. We have subsequently performed an analysis that confirms this understanding and
reflects that further impairment was not present at June 30, 2009 and an interim test was
therefore not necessary.

Our subsequent analysis included updating our first quarter impairment test with second quarter information.
We adjusted the Discounted Cash Flows analysis in Step 1 of the impairment test to reflect our second quarter results and updated earnings outlook.
We also adjusted the values determined using the Guideline Companies valuation method to reflect the updated tangible book value to which the peer multiples were applied.
We tested the peer bank multiples by obtaining updated valuation data on the selected peer group.  As with the first quarter test, the updated estimate of fair value determined
in Step 1 fell below the Company's book value requiring consideration of Step 2.

For Step 2, we considered changes to the fair values of the individual asset and liability classes that would have occurred during the second quarter.
We assumed no changes for all asset classes except for the loan portfolio and the securities portfolio.  We believe this to be appropriate since there have not been significant changes to
deposit product mix since the first quarter that would be expected to result in a material change in value.  We believe the same to be true for all other asset and liability classes except loans and securities.
For loans, we increased the discount measured in the first quarter by the amount of the expected increase in credit losses.  All of our securities are available for sale and are reported at fair value therefore no further adjustment is necessary.
Applying this methodology to update our first quarter test resulted in the fair value of goodwill exceeding the carrying amount by approximately $16 million.  While our subsequent testing does not represent a full impairment test, we believe it indicates that impairment was not present and further testing was not warranted.
We have provided a copy of our analysis to the third party that assisted with our first quarter impairment test and they expressed no concerns with our approach.

As noted in our response to the third comment below, we understand that our valuation approach to our loan portfolio reflected in our fair value disclosure is not consistent with the valuation approach taken by the third party that we engaged in performing our first quarter goodwill impairment test.
We agree to incorporate the approach used in our goodwill impairment assessment in valuing our loan portfolio for disclosure purposes in future filings.

Other negative factors that we considered in evaluating the need to perform an interim
impairment test in the second quarter were the rising levels of nonperforming assets and
loan charge offs. Again, we believed these issues to have more of an impact on the
estimated fair value of the loan portfolio than the overall franchise value represented by
goodwill. Although expenses rose from first to second quarter, the increase primarily
related to the special one-time deposit insurance assessment by the FDIC which was
considered in our first quarter goodwill impairment study. Absent the special assessment,
expenses were down linked quarter.

Aside from the credit quality deterioration and the increase in operating expenses, our bank
franchise remains well intact and in high regard by our customers. We experienced
significant deposit growth in the second quarter with non-CD core deposits, excluding
deposits received through the acquisition of Southern Community Bank and public funds,
growing at an annualized rate of 12% from the first quarter. We also measure customer
satisfaction each month and our scores remain well above industry norms and continue to show
improvement, consistently remaining well above 90%. These core deposits and

Letter to the Securities and Exchange Commission

September 21, 2009

Page 3

    customer satisfaction indicators are critical to the intangible value of the Company and are
continuing to grow and remain strong, even with the ongoing credit losses. Related to these
positive factors, we reported a 20 basis point improvement in our net interest margin in the
second quarter in spite of the lingering effects of carrying higher levels of nonperforming
assets. We believe these improvements in our core business imply that the overall value of
our franchise that is represented by goodwill was increasing.

    2.

    Further, please tell us whether there have been any triggering events in the 3rd
quarter of fiscal 2009 which may have caused the Company to consider whether an interim period
goodwill impairment analysis was required. If so, provide us with a status of this analysis
(e.g. pass/failure of step 1 goodwill testing, status of step 2 testing, amount of impairment,
if any, etc.).

    Response:

    During the third quarter, management decided to raise capital to strengthen the Company’s
ability to manage through the continuing credit challenges and prepare for growth
opportunities that may become available. The decision to raise capital was also encouraged
by the Company’s primary federal regulator (FDIC) during the process of conducting their most recent
examination in light of continuing credit weakness.  At the time of the filing of this response, the FDIC had completed
most of the field work but had not yet issued their report of examination.  The examiners had preliminarily indicated
that they expect to recommend some form of informal memorandum of understanding or formal enforcement action based on the results
of their examination.  In connection with this decision and the expectation of further credit deterioration in the
third quarter, management believed it was prudent to perform an
interim impairment assessment.

    At the time of this response, impairment testing is still underway and not complete. We
believe that the same valuation conditions that existed in the first quarter will result in
the fair value of the Company indicated in Step 1 falling below the carrying value. Because
we anticipate that the Company may not pass Step 1, the Step 2 analysis is being performed
concurrently with the Step 1 test. At this point the amount of impairment, if any, is not
known. The Company has $235.6 million in goodwill on its books. If it becomes apparent
that goodwill impairment has occurred, we will make all required disclosure as a result
thereof, including disclosure to any potential investors pursuant to a capital raising
transaction.

    3.

    We note your response to our prior comment four. In regard to the Company’s conclusion that
the determination of fair value under SFAS 107 is different than under SFAS 142, we note that
with the adoption of SFAS 141R on 1/1/09, the determination of fair value would be the same
under both pronouncements. Please note this going forward reflecting the necessary changes
within the context of your interim period SFAS 107 disclosures.

Letter to the Securities and Exchange Commission

September 21, 2009

Page 4

Response:

We concur with the Staff’s comment and will apply consistent valuation methodology in future
SFAS 107 disclosures.

* * * * *

     Additionally, in response to the Staff’s request, the Company acknowledges that (i) it is
responsible for the adequacy of the disclosure in its filings; (ii) Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the Company’s filings; and (iii) it may not assert Staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

     The Staff is requested to direct any further questions regarding these filings and this letter
to the undersigned at (404) 815-6270 or my colleague, Adwoa Awotwi at (404) 815-6613. Thank you.

    Sincerely,

    /s/ James W. Stevens

    James W. Stevens

    cc:

    Jimmy C. Tallent, United Community Banks, Inc.

    Rex S. Schuette, United Community Banks, Inc.

    Alan Kumler, United Community Banks, Inc.

    Greg Foster, Porter Keadle Moore, LLP

September 17, 2009

By U.S. Mail and facsimile (706) 745-8960
Jimmy C. Tallent President and Chief Executive Officer United Community Banks, Inc. 63 Highway 515 Blairsville, Georgia 30512
Re: United Community Banks, Inc.
        Form 10-K for Fiscal Year Ended December 31, 2008   Filed February 27, 2009
 Form 10-Q for Fiscal Quarter Ended June 30, 2009   Filed August 7, 2009    File Number 0-21656

Dear Mr. Tallent:

 We have reviewed your response letter dated August 28, 2009 in connection with the
above-referenced filings and have the following comments.  If indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-Q Filed for the Quarter Ended June 30, 2009

Notes to Consolidated Financial Statements

Note 13 - Goodwill, page 17

1. We read your response to our prior comment four.  It appears your decision not to perform additional impairment testing was primarily based on the incremental improvement in your stock price during the second quarter and on your comparison of your projected and actual results (i.e. which included the one-time FDIC related gain).  We agree the improvement in your stock price is one factor that should be considered, however, other factors of equal or greater prominence should also be considered.   Please provide us with a more robust and comprehensive discussion of the positive and negative factors you considered in your determination as to whether additional goodwill

Mr. Jimmy Tallent
United Community Banks, Inc. September 17, 2009 Page 2
impairment testing was required (pursuant to SFAS 142) during the quarter ended June 30, 2009.  Your response should expand on the information you provided in your previous response and should also address negative factors, such as (but not limited to) your continued losses, greater than estimated deterioration in various key performance indicators and ratios, and any other pertinent information.
    2. Further, please tell us whether there have been any triggering events during the 3
rd
quarter of fiscal 2009 which may have caused the Company to consider whether an interim period goodwill impairment analysis was required. If so, provide us with a status of this analysis (e.g. pass/failure of step 1 goodwill testing, status of step 2 testing, amount of impairment, if any, etc.).
 3. We note your response to our prior comment four.  In regard to the Company’s conclusion that the determination of fair value under SFAS 107 is different than under SFAS 142, we note that with the adoption of SFAS 141R on 1/1/09, the determination of fair value would be the same under both pronouncements.  Please note this going forward reflecting the necessary changes within the context of your interim period SFAS 107 disclosures.

   *  *  *  *  *

 Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S- T.  If you amend your filing(s), you may wish
to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your response to our comments.      Please direct any questions on accounting matters to Marc Thomas at 202-551-3452, or to Hugh West at 202-551-3872.
 Sincerely,

Eric Envall

CORRESP
1
filename1.htm

CORRESP

Suite 2800 1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500 f 404 815 6555

www.KilpatrickStockton.com

direct dial 404 815 6270

direct fax 404 541 3400

JStevens@kilpatrickstockton.com

August 28, 2009

VIA EDGAR and E-Mail

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C. 20549

Attention:     Ms. Kathryn McHale, Staff Attorney

    Re:

    United Community Banks, Inc.

Form 10-K for December 31, 2008

Form 10-Q for March 31, 2009

Form 10-Q for June 30, 2009

Response to SEC Comments dated April 28, 2009

Response to SEC Comments dated July 14, 2009

File Number 0-21656

Ladies and Gentlemen:

     At the request and on behalf of our client, United Community Banks, Inc. (the “Company”), we
provide below responses to the Staff’s comment letter dated August 20, 2009. As requested, these
responses are keyed to correspond to the Staff’s comment letter, which we do by setting out each of
the Staff’s comments followed by our response.

     Unless the context requires otherwise, references to we, our, us, United Community Banks, Inc.
or the Company in the response below refer to United Community Banks, Inc. In addition, in the
case of all responses to comments, the use of first person pronouns reflects statements of the
Company as if it were the signatory of this letter (rather than this firm on its behalf).

Form 10-Q Filed for the Quarter Ended June 30, 2009

Notes to Consolidated Financial Statements

General

    1.

    Please revise your future filings to provide the disclosures required by paragraph 20 and 20
A of SFAS 114. Please note that such disclosures are required as of each balance sheet date,
including quarterly periods.

Letter to the Securities and Exchange Commission

August 28, 2009

Page 2

    Response:

    The information required to be disclosed by paragraphs 20 of SFAS 114 is included in
Management’s Discussion and Analysis in the second paragraph on page 34 of our second
quarter 2009 Form 10-Q. The information required by paragraph 20A of SFAS 114 is included
in Table 9 on page 32 of our second quarter 2009 Form 10-Q. We agree to include that
information in the footnotes to the financial statements as well as Management’s Discussion
and Analysis in future filings.

Note 2 — Federally Assisted Acquisition of Southern Community Bank, page 6

    2.

    We note your disclosure regarding your acquisition of substantially all the assets and
assumption of substantially all the liabilities of Southern Community Bank (“SCB”). Please
address the following:

    •

    Tell us and revise your future filings to clarify how the fair value of the
“estimated loss reimbursement from the FDIC” amount was determined and cite the
authoritative literature you used to support your accounting treatment.

    •

    Discuss the assumptions considered in arriving at the originally recorded amount as
well as your subsequent accounting to be followed.

    •

    Identify the assets acquired and liabilities assumed that are subject to the terms
of the loss sharing agreement (a tabular presentation with corresponding loss sharing
limits may be useful here). In this regard, your presentation should be at a level of
granularity consistent throughout your annual and interim filings (e.g. by loan type,
such as those discussed on page 30 of your Form 10-Q [sic].

    Response:

    The estimated loss reimbursement is the amount of the expected loss on the acquired loans
and foreclosed property that will be reimbursed to United by the FDIC. The estimated loss
reimbursement is considered an indemnification asset as defined by SFAS 141(R). As such, we
accounted for the indemnification asset in accordance with paragraphs 29 and 30 of SFAS
141(R) and recorded it at its estimated fair value. The amount was determined based on the
terms of the loss sharing agreement which call for the FDIC to reimburse 80% of the losses
on acquired loans and foreclosed properties up to $109 million and 95% of any losses above
$109 million. The receivable was expected to be collected over a four year average life.
The amount of the receivable was discounted using the four year swap rate in effect on the
acquisition date to determine the net present value. Since the receivable is backed by the
full faith and credit of the US Government, no discount was applied for credit losses as no
such losses are expected.

Letter to the Securities and Exchange Commission

August 28, 2009

Page 3

    Subsequent accounting for the indemnification asset will be in accordance with paragraph 64
of SFAS 141(R) which requires us to apply the same accounting treatment as the indemnified
assets. Therefore as loans and foreclosed property covered by our loss sharing agreement
with the FDIC are paid off or charged off, the indemnification is adjusted accordingly. No
subsequent adjustments are expected for collectability since no credit risk is inherent in
the asset.

    The loss sharing agreement pertains only to loans and foreclosed properties that were in
existence on the acquisition date. We have included a table in our second quarter 2009 Form
10-Q at the top of page 8 showing the assets that are covered by the loss sharing agreement
with the FDIC. We agree to provide in future filings this same information by loan type as
requested. The loss sharing limits do not translate well to a table because 80% of the
losses up to $109 million and 95% of the losses above that amount are covered under the
agreement regardless of loan type of foreclosed property type. There are no liabilities
covered by the loss sharing agreement.

Note 8 — Assets and Liabilities at Fair Value, page 12

    3.

    Please revise your future filings to provide the required disclosures of SFAS 107 (see
paragraphs 10-15). In this regard, ensure to disclose the methods and significant assumptions
used to estimate fair value for each class of financial instrument (paragraph 10; also refer
to the example set forth in paragraph 31 of Appendix B

    Response:

    The methods and significant assumptions required by SFAS 107, paragraph 10 have been
disclosed in our 2008 Form 10-K and were not carried forward into our second quarter 2009
Form 10-Q since they would be repetitive and we believed were therefore not required. We
will include the significant assumptions in future interim period filings similar to those
included in our Annual Report on Form 10-K.

Note 13 — Goodwill, page 17

    4.

    We read your response to prior comments 2 and 3 and your disclosure in the last sentence on
page 17; however it’s not quite clear to us how you reached your conclusion that additional
testing for impairment of goodwill was not necessary during the second quarter of 2009.
Considering the continued deterioration in the loan portfolio which has negatively impact[ed]
net interest income, resulting in significant increases in both the loan loss provision and in
loan charge-offs, higher operating expenses associated with OREO properties and in net losses,
it would appear, consistent with paragraph 28 of SFAS 142, that additional testing was
warranted. Please address the following:

Letter to the Securities and Exchange Commission

August 28, 2009

Page 4

    •

    Compare and contrast your actual operating results through June 30, 2009 to your
projected/forecasted operating results used in your impairment testing performed in the
first quarter 2009.

    •

    Considering the fair value of your loans (as disclosed on page 13 (Note 8 — Assets
and Liabilities at Fair Value) exceeded the carrying value at June 30, 2009, justify
how the assumptions and discounts used in the impairment testing during the first
quarter 2009 (i.e. discounts between 25%-45% on your non-performing loan portfolio)
were reasonable. In this regard, explain the events that occurred during the second
quarter and the assumptions used in determining the fair value amount of the loans at
June 30, 2009 and how they differed from the assumptions used in your impairment
analysis in the first quarter.

    •

    Tell us if you have performed additional impairment testing subsequent to June 30,
2009 and discuss the positive and negative the factors (or triggers) you considered in
your determination whether additional testing was required.

    Response:

    At the time we prepared our first quarter goodwill impairment assessment, we had reasonably
good forecasts about our expected second quarter operating results. The actual results
reported for the second quarter were consistent with the forecast used for our first quarter
goodwill impairment analysis. Our second quarter actual net loss available to common
shareholders was within $500,000 of the forecast that was used in our first quarter goodwill
impairment analysis.

    There are significant differences in the methods used to determine the fair value of our
loan portfolio for purposes of determining goodwill impairment and the assumptions used in
our fair value determinations that are a normal part of our business. The fair value
disclosures presented to meet our SFAS 107 disclosure requirements were prepared internally
with our asset/liability model that is used to measure interest rate risk using the Economic
Value of Equity approach. This model measures the economic value of the contractual cash
flows by discounting them back to present value using current interest rates. From those
results, we then subtracted the allowance for loan losses, which represented the expected
loan losses inherent in the loan portfolio at quarter-end. We believe this approach meets
the requirements for SFAS 107, paragraph 15, of a practicable approach without incurring
excessive costs.

    As indicated in our response to earlier comments on this subject, we engaged a third party
to assist with our goodwill impairment test. Their fair value assumptions with respect to
the loan portfolio considered the illiquidity of our loan portfolio and the additional
discount that would result from an illiquid market in order to arrive at an exit price.
This additional discount considers the higher perceived risk of loan portfolios concentrated
in the Southeastern United States; and, therefore, resulted in an overall lower value for
our loan portfolio.

Letter to the Securities and Exchange Commission

August 28, 2009

Page 5

    The differences between the SFAS 107 loan portfolio fair value presented in the second
quarter Form 10-Q disclosure and the loan portfolio fair value used in our first quarter
goodwill impairment test were not due to events that occurred in the second quarter but
rather to differences in the approach to each valuation as described in the above
paragraphs.

    In the second quarter, we did not experience any significant events or changes in
circumstances that would more likely than not reduce the fair value of our assets below
their carrying value. Our credit trends and earnings expectations did not deviate
materially from the forecasts used in our first quarter goodwill impairment analysis.

    We have not performed any additional impairment testing subsequent to June 30, 2009.
However, we continue to monitor our credit trends and update our earnings forecast each
month. If credit trends and/or earnings expectations materially change from those used in
performing our first quarter goodwill impairment analysis, or if a significant event or
change in circumstances occurs, we will conduct additional impairment testing in the third
quarter. Regardless, we will conduct our annual impairment test in the fourth quarter of
2009.

    5.

    Please revise your future filings to specifically discuss (and quantify amounts as necessary)
the critical assumptions used in your goodwill impairment testing. In addition, provide a
sensitivity discussion around those assumptions and explain how the sensitivity would have
impacted the results of your testing.

    Response:

    The most significant assumption in determining the estimated fair value of the Company as a
whole and the amount of any resulting impairment was the discount rate used in the
Discounted Cash Flow valuation method. The discount rate selected was 15% which considered
a risk-free rate of return that was adjusted for the industry median beta, equity risk and
size premiums, and a company-specific risk premium.

    An increase in the discount rate of one percentage point would result in a decrease in the
estimated value of the Company of approximately $24 million which would mean an increase in
goodwill impairment by that amount. A decrease of one percentage point would result in an
increase in the estimated value of the Company of approximately $30 million which would mean
a decrease in the amount of goodwill impairment in the same amount. We agree to include
this sensitivity discussion in future filings.

* * * * *

Letter to the Securities and Exchange Commission

August 28, 2009

Page 6

     Additionally, in response to the Staff’s request, the Company acknowledges that (i) it is
responsible for the adequacy of the disclosure in its filings; (ii) Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the Company’s filings; and (iii) it may not assert Staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

     The Staff is requested to direct any further questions regarding these filings and this letter
to the undersigned at (404) 815-6270 or my colleague, Adwoa Awotwi at (404) 815-6613. Thank you.

Sincerely,

/s/ James W. Stevens

James W. Stevens

    cc:

    Jimmy C. Tallent, United Community Banks, Inc.

Rex S. Schuette, United Community Banks, Inc.

Alan Kumler, United Community Banks, Inc.

Greg Foster, Porter Keadle Moore, LLP

Mail Stop 4720
      August 20, 2009

By U.S. Mail and facsimile (706) 745-8960
Jimmy C. Tallent President and Chief Executive Officer United Community Banks, Inc. 63 Highway 515 Blairsville, Georgia 30512
Re: United Community Banks, Inc.
        Form 10-K for Fiscal Year Ended December 31, 2008   Filed February 27, 2009
 Form 10-Q for Fiscal Quarter Ended June 30, 2009   Filed August 7, 2009    File Number 0-21656

Dear Mr. Tallent:

 We have reviewed your response letter dated July 14, 2009 in connection with the
above-referenced filings and have the following comments.  If indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  Unless otherwise noted, where prior comments are referred to they refer to our letter dated June 26, 2009.

Form 10-Q Filed for the Quarter Ended June 30, 2009

Notes to Consolidated Financial Statements

General
1. Please revise your future filings to provide the disclosures required by paragraph 20 and
20 A of SFAS 114.  Please note that such disclosures are required as of each balance sheet date, including quarterly periods.
  Note 2 – Federally Assisted Acquisition of Southern Community Bank, page 6

United Community Banks, Inc.
August 20, 2009
Page 2  2. We note your disclosure regarding your acquisition of substantially all the assets and assumption of substantially all the liabilities of Southern Community Bank (“SCB”).  Please address the following:

• Tell us and revise your future filings to clarify how the fair value of the “estimated loss reimbursement from the FDIC” amount was determined and cite the authoritative literature you used to support your accounting treatment.
• Discuss the assumptions considered in arriving at the originally recorded amount as well as your subsequent accounting to be followed.
• Identify the assets acquired and liabilities assumed that are subject to the terms of the loss sharing agreement (a tabular presentation with corresponding loss sharing limits may be useful here).  In this regard, your presentation should be at a level of granularity consistent throughout your annual and interim filings (e.g. by loan type, such as those discussed on page 30 of your Form 10-Q.
  Note 8 – Assets and Liabilities at Fair Value, page 12

3. Please revise your future filings to provide the required disclosures of SFAS 107 (see paragraphs 10-15).  In this regard, ensure to disclose the methods and significant assumptions used to estimate fair value for each class  of financial instrument (paragraph
10; also refer to the example set forth in paragraph 31 of Appendix B
 Note 13 - Goodwill, page 17

4. We read your response to prior comments 2 and 3 and your disclosure in the last sentence on page 17; however it’s not quite clear to us how you reached your conclusion that additional testing for impairment of goodwill was not necessary during the second quarter of 2009.  Considering the continued deterioration in the loan portfolio which has negatively impact net interest income, resulting in significant increases in both the loan loss provision and in loan charge-offs, higher operating expenses associated with OREO properties and in net losses, it would appear, consistent with paragraph 28 of SFAS 142, that additional testing was warranted.  Please address the following:

• Compare and contrast your actual operating results through June 30, 2009 to your projected/forecasted operating results used in your impairment testing performed in the first quarter 2009.
• Considering the fair value of your loans (as disclosed on page 13 (Note 8 - Assets and Liabilities at Fair Value) exceeded the carrying value at June 30, 2009, justify how the assumptions and discounts used in the impairment testing during the first quarter 2009 (i.e. discounts between 25%-45% on your non-performing loan portfolio) were reasonable.  In this regard, explain the events that occurred during the second quarter and the assumptions used in determining the fair value amount of the loans at June 30, 2009 and how they differed from the assumptions used in your impairment analysis in the first quarter.

United Community Banks, Inc.
August 20, 2009 Page 3
• Tell us if you have performed additional impairment testing subsequent to June 30, 2009 and discuss the positive and negative the factors (or triggers) you considered in your determination whether additional testing was required.
5. Please revise your future filings to specifically discuss (and quantify amounts as necessary) the critical assumptions used in your goodwill impairment testing.  In addition, provide a sensitivity discussion around those assumptions and explain how the sensitivity would have impacted the results of your testing.

   *  *  *  *  *

 Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S- T.  If you amend your filing(s), you may wish
to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your response to our comments.      Please direct any questions on accounting matters to Marc Thomas at 202-551-3452, or to Hugh West at 202-551-3872.
 Sincerely,

Eric Envall

CORRESP
1
filename1.htm

    t65966_corresp.htm

                  Suite 2800  1100 Peachtree St.

                  Atlanta
      GA 30309-4530

                  t
      404 815 6500  f 404 815 6555

                  www.KilpatrickStockton.com

                  July 14, 2009

                  direct dial 404 815
      6270

                  direct
      fax 404 541 3400

                  JStevens@kilpatrickstockton.com

      VIA Federal
Express

      U.S. Securities and Exchange
Commission

      Division
of Corporation Finance

      Mail Stop
4561

      Washington,
D.C.  20549

                    Attention:

                    Ms.
      Kathryn McHale, Staff Attorney

                    Re:

                    United
      Community Banks, Inc.

                    Form
      10-K for FYE December 31, 2008

                    Form 10-Q for March 31,
      2009

                    Response
      to Sec Comments dated April 28, 2009

                    File
      Number 0-21656

      Ladies
and Gentlemen:

      At the
request and on behalf of our client, United Community Banks, Inc. (the “Company”),
we re-submit this Supplemental Support Booklet in response to certain of the
comments set forth in the Staff’s comment letter dated April 28, 2009, as
indicated in our response letter dated May 14, 2009.  For reasons of
business confidentiality, we hereby request, on behalf of the Company, that the
Commission afford confidential treatment under the Freedom of Information Act to
the last page of this Supplemental Support Booklet, labeled as “Breakdown of
Nonperforming and ‘Adversely Classified’ Loans”.  Please note that the
exhibits are keyed to the Commission’s response letter dated April 28,
2009.  Please inform the undersigned promptly if any request is made
under the Freedom of Information Act for access to the “Breakdown of
Nonperforming and ‘Adversely Classified’ Loans”.

      The Staff
is requested to direct any further questions regarding the attached Supplemental
Support Booklet and this letter to the undersigned at (404) 815-6270 or my
colleague, Adwoa Awotwi at (404) 815-6613.  Thank you.

                      Sincerely,

                    /s/
      James W. Stevens

                      James
      W. Stevens

                  Cc:

                  Jimmy
      C. Tallent, United Community Banks, Inc.

                  Rex
      S. Schuette, United Community Banks, Inc.

                  Alan
      Kumler, United Community Banks,
Inc.

      United
Community Banks, Inc.

      Supplemental
Support Booklet

      July 14,
2009

Please
see the attached earnings announcement for our results for the first quarter of
2009.

          For
Immediate Release

          For
more information:

          Rex S.
Schuette

          Chief
Financial Officer

          (706)
781-2266

          Rex_Schuette@ucbi.com

          UNITED
COMMUNITY BANKS, INC. REPORTS

          NET
OPERATING LOSS FOR FIRST QUARTER 2009

                    ●

                      Provision
      for loan losses of $65 million exceeded charge-offs by $22
      million

                    ●

                      Allowance-to-loans
      ratio of 2.56 percent, up from 2.14 percent last
quarter

                    ●

                      Non-cash
      goodwill impairment charge of $70 million, or $1.45 per diluted  share, primarily
      due to stock price decline

                    ●

                      Severance
      costs of $2.9 million, or 4 cents per diluted share, related to
      reduction in
      work force

                    ●

                      Margin
      improvement of 38 basis points this quarter to 3.08
  percent

                    ●

                      Capital
      levels remain strong

          BLAIRSVILLE,
GA – April 23, 2009 – United Community Banks, Inc. (NASDAQ: UCBI) today reported
a net operating loss of $32 million, or 71 cents per diluted share, for the
first quarter of 2009. The net operating loss was primarily driven by higher
credit costs, including the $22 million build-up in the allowance for loan
losses.  Net operating loss does not reflect a $70 million non-cash
charge for impairment of goodwill and $2.9 million in severance costs relating
to a reduction in work force, both of which are considered non-recurring
expenses and therefore excluded from operating earnings. Including these
non-recurring expenses the net loss for the quarter was $103.8 million, or $2.20
per diluted share.

          “The $70
million goodwill impairment charge is a non-cash accounting adjustment to the
company’s balance sheet that does not affect cash flow or liquidity and has no
impact on our regulatory or tangible capital ratios,” stated Jimmy Tallent,
president and chief executive officer. “During the fourth quarter our stock
price traded well above tangible book value, and our goodwill test indicated no
impairment at year-end.   However, our stock price declined
sharply during the first quarter, as did those of most financial services
companies.  When we updated our impairment test as of March 31, 2009,
we had impairment of $70 million driven primarily by the stock price
decline.”

              1

          “The
recession and its effect on the housing and construction markets, particularly
in Atlanta, continued to drive credit quality issues in our loan portfolio,”
added Tallent.   “A rise in the level of classified and
non-performing assets, and deterioration in property valuations, led us to
increase our allowance by $22 million over net charge-offs.  While we
remain committed to moving through this credit cycle as quickly as possible, our
efforts have been hindered by this difficult environment.”

          Loans
were $5.6 billion at quarter end, down $335 million from a year ago and down $72
million on a linked-quarter basis, reflecting the company’s continued efforts to
reduce exposure to the residential construction market.  At March 31,
2009, residential construction loans were $1.4 billion, or 25 percent of total
loans, a decrease of $361 million from a year ago and $49 million from the
fourth quarter of 2008.

          Taxable
equivalent net interest revenue of $57.4 million reflected an increase of $5.5
million from last quarter and a decrease of $8.9 million from a year
ago.  The taxable equivalent net interest margin was 3.08 percent
compared with 2.70 percent for the fourth quarter of 2008, and 3.55 percent for
the first quarter of 2008.

          “In the
latter part of the fourth quarter, we were able to take several steps that
contributed to the expansion in our first quarter margin,” stated
Tallent.  “We improved our loan pricing and credit spreads, decreased
deposit interest rates and, with an overall improvement in liquidity, we were
able to let higher-cost time deposits and brokered deposits run
off.  We will continue to actively pursue strategies to improve our
margin, while balancing liquidity needs with our goal of maximizing pre-tax,
pre-provision earnings.”

              2

          “Core
deposits, excluding public funds, increased in every category this quarter
reflective of our new initiatives and programs for customer referrals and cross
selling,” stated Tallent.  “We added 21,918 new services this quarter,
an annual growth rate of 11 percent, that expanded customer relationships and we
opened 3,585 net new customer accounts.”

          The first
quarter provision for loan losses was $65 million, compared with $85 million for
the fourth quarter of 2008.  Net charge-offs for the first quarter
were $43.3 million compared with $74 million for the fourth quarter of
2008.  At quarter-end, non-performing assets totaled $334.5 million
compared with $250.5 million at December 31, 2008.  The ratio of
non-performing assets to total assets at the end of the first and fourth
quarters was 4.11 percent and 2.94 percent, respectively.  The
allowance for loan losses to total loans was 2.56 percent and 2.14
percent.

          “The
recession continued to negatively affect our credit quality, particularly within
our Atlanta residential construction portfolio,” Tallent said. “Although we have
seen some deterioration in other loan categories and markets, our principal
challenge remains in the residential construction portfolio.  The rise
in non-performing assets was driven primarily by continued weakness in the
Atlanta housing and construction markets, and to softened demand from
buyers.  We expect the challenges to continue in 2009 and the level of
charge-offs and non-performing assets to be elevated over historical
levels.  However, we will aggressively work through our problem
credits and pursue the best economic outcome for our company in each
instance.”

          Fee
revenue of $12.8 million was up $2.1 million from the fourth quarter, but down
$1.4 million from the first quarter of 2008.  Service charges and fees
on deposit accounts of $7.0 million reflected a $779,000 decrease from a year
ago due to lower activity and fewer transaction charges.  Consulting
fees were down $786,000 from last year primarily due to the consulting
assistance provided to United for a company-wide initiative to improve
efficiency and profitability.  Consulting fees were further affected
by weakness in the financial services industry that hindered sales efforts and
delayed consulting contracts.  Mortgage loan fees of $2.7 million were
up $688,000 due to a record high level of refinancing activity.

              3

          Operating
expenses, before the recognition of goodwill impairment and severance costs,
were $52.6 million reflecting an increase of $5.0 million from the first quarter
of 2008 and at the same level as the fourth quarter of 2008.  The
increase year over year was primarily due to higher foreclosed property costs of
$3.4 million and an increase in FDIC insurance premiums of $1.4
million.  For the first quarter of 2009, salaries and employee benefit
costs of $28.8 million were at the same level as a year ago.  First
quarter 2009 staff costs did not reflect the reduction in work force of 191
staff, since most of the reduction in work force occurred at the end of the
quarter with the remainder transitioning through the
year-end.  Severance and related benefit costs of $2.9 million were
related to the reduction in staff.

          “The
decision to reduce staff was among the most difficult in my 25 years at United,”
commented Tallent.  “Unfortunately, their departure came as a result
of economic conditions that were not within our control, but had a powerful
influence on our business decision for the reduction in staff.  We
expect to save $10 million in annual staff and benefit costs.  Also,
we have completed a company-wide performance improvement project with fee
revenue enhancements and expense savings of $7 million annually that should be
fully implemented by year-end.  We expect to realize over half of the
$17 million of annual savings this year.”

          The
effective tax rate for the first quarter of 2009 was 14 percent, compared to
35.5 percent for the first quarter of 2008.  “The tax rate was lower
this quarter because goodwill and the related impairment charge are not
recognized, nor deductible, for tax reporting purposes,” stated
Tallent.  “Also affecting the first quarter tax rate was a $2.3
million net reserve for deferred tax assets relating to state tax credits that
are expected to expire unused.  The projected effective tax rate for
the balance of 2009 is 38 percent.”

          United
continues to maintain a strong capital position.  At March 31, 2008,
the company’s regulatory capital ratios were as follows: Tier I Risk-Based
Capital of 10.9 percent; Leverage of 7.9 percent; and, Total Risk-Based of 13.6
percent.  Also, the average tangible equity to assets ratio was 8.3
percent and the average tangible common equity to assets ratio was 6.1
percent.

              4

“While we
continue to aggressively dispose of problem credits and improve our margin, we
have been pursuing ways to build on the growth opportunities identified
throughout our markets,” Tallent said.  “A key part of this plan was
recently launched with the reorganization of our Atlanta region that enables us
to more efficiently pursue, and better meet the needs of, small business and
commercial customers.  This new structure and redeployed team will not
only increase and deepen our current customer relationships, but also expand our
commercial and small business lending capabilities. Also, they will contribute
to additional core deposits as well as further rebalance our loan portfolio,
while reducing our exposure to any one segment of the market.  Even
though we will be using considerable resources to address the credit challenges
for the remainder of the year, we will continue to plan ahead and position
ourselves to capitalize on new opportunities across our footprint as the economy
improves.”

          Conference
Call

          United
Community Banks will hold a conference call today, Thursday, April 23, 2009, at
11 a.m. ET to discuss the contents of this news release and to share business
highlights for the quarter. The telephone number for the conference call is
(877) 741-4240 and the pass code is “UCBI.” The conference call will also be
available by web cast within the Investor Relations section of the company's web
site at www.ucbi.com.

          About United Community
Banks, Inc.

          Headquartered
in Blairsville, United Community Banks is the third-largest bank holding company
in Georgia. United Community Banks has assets of $8.1 billion and operates 27
community banks with 107 banking offices located throughout north Georgia, the
Atlanta region, coastal Georgia, western North Carolina and east Tennessee. The
company specializes in providing personalized community banking services to
individuals and small to mid-size businesses. United Community Banks also offers
the convenience of 24-hour access through a network of ATMs, telephone and
on-line banking. United Community Banks common stock is listed on the Nasdaq
Global Select Market under the symbol UCBI. Additional information may be found
at the company’s web site at www.ucbi.com.

              5

          Safe
Harbor

          This
news release contains forward-looking statements, as defined by Federal
Securities Laws, including statements about financial outlook and business
environment. These statements are provided to assist in the understanding of
future financial performance and such performance involves risks and
uncertainties that may cause actual results to differ materially from those in
such statements. Any such statements are based on current expectations and
involve a number of risks and uncertainties. For a discussion of some factors
that may cause such forward-looking statements to differ materially from actual
results, please refer to the section entitled “Forward-Looking Statements” on
page 3 of United Community Banks, Inc.’s annual report filed on Form 10-K with
the Securities and Exchange Commission.

          # #
#

          (Tables
Follow)

              6

                                                                                                                                                          UNITED
      COMMUNITY BANKS, INC.

                                                                                                                                                          Financial
      Highlights

                                                                                                                                                          Selected
      Financial Information

                                                                                                                                                          First

CORRESP
1
filename1.htm

    t65938_corresp.htm

                  Suite 2800  1100 Peachtree St.

                  Atlanta
      GA 30309-4530

                  t
      404 815 6500  f 404 815 6555

                  www.KilpatrickStockton.com

                  July 14, 2009

                  direct dial 404 815
      6270

                  direct
      fax 404 541 3400

                  JStevens@kilpatrickstockton.com

      VIA EDGAR and Federal
Express

      U.S. Securities and Exchange
Commission

      Division
of Corporation Finance

      Mail Stop
4561

      Washington,
D.C.  20549

                      Attention:
                      Ms.
      Kathryn McHale, Staff Attorney

                        Re:

                        United
      Community Banks, Inc.

                        Form
      10-K for December 31, 2008

                        Form
      10-Q for March 31, 2009

                        Response
      to SEC Comments dated April 28, 2009

                        File
      Number
0-21656

      Ladies
and Gentlemen:

      At the
request and on behalf of our client, United Community Banks, Inc. (the “Company”),
we provide below responses to the Staff’s comment letter dated June 26,
2009.  As requested, these responses are keyed to correspond to the
Staff’s comment letter, which we do by setting out each of the Staff’s comments
followed by our response.

      Unless
the context requires otherwise, references to we, our, us, United Community
Banks, Inc. or the Company in the response below refer to United Community
Banks, Inc.  In addition, in the case of all responses to comments,
the use of first person pronouns reflect statements of the Company as if it were
the signatory of this letter (rather than this firm on its behalf).

      The
Supplemental Support Booklet of exhibits is being sent via Federal
Express.

      Notes to Consolidated
Financial Statements

      Note 1 - Summary of
Significant Accounting Policies, page 49

      General

                  1.

                  We
      note your response to prior comment seven.  Given the
      significant increase in activity within OREO, please provide a rollforward
      of this activity in future
filings.

        Letter to
the Securities and Exchange Commission

        July 14,
2009

        Page
2

                    Response:

                    The
      requested revision will be made in future
  filings.

      Form 10-Q Filed for the
Quarter Ended March 31. 2009

      Notes to Consolidated
Financial Statements

      Note 10 Goodwill, page
13

                      2.

                      We
      note you updated your impairment test as of March 31, 2009, which resulted
      in the recording of a $70 million impairment on
      goodwill.  Please provide us with additional details regarding
      your tests performed:

                      ●

                      Provide
      us with a list (in tabular format) of each reporting unit and identify the
      respective unit fair value, carrying amounts, and reporting unit
      goodwill;

                      ●

                      Identify
      each unit that was tested for impairment and discuss the specific
      technique used to determine unit fair value; and

                      ●

                      Tell
      us the type of report issued by the third party valuation firm, and how
      management used this information to arrive at the fair values ultimately
      used, including discussions of any adjustments made to the fair values
      discussed in any report obtained.

                      ●

                      Tell
      us whether management performed any "reasonableness" test or validation
      procedures on the fair values assumed for the reporting
      units.  For example, tell us whether management reconciled the
      fair values of the reporting units to the market capitalization of the
      company, and if so, provide the results of such
testing.

                      Response:

                      We
      only have one operating segment and all of the goodwill is included in
      that segment, therefore goodwill was tested for impairment for the Company
      as a whole.  The techniques used to determine fair value are
      described in Management’s Discussion and Analysis on page 22 of our most
      recent Form 10-Q.  A more thorough discussion of the valuation
      techniques used in our goodwill impairment test is included in
      Management’s Discussion and Analysis on page 33 of our 2008 Form
      10-K.  The techniques included a discounted cash flow analysis
      based on our long-term earnings forecast, the guideline public companies
      method that considered the implied value of our Company by comparing the
      Company to a select peer group of public companies and their current
      market capitalizations, adjusted for differences between the companies,
      and the merger and acquisition method that considered the amount an
      acquiring company might be willing to pay to gain control of the Company
      based on recent merger and acquisition
activity.

        Letter to
the Securities and Exchange Commission

        July 14,
2009

        Page
3

                        We
      obtained a summary report that updated the goodwill impairment test
      performed by the same third party at year-end, which year-end test was
      documented by a formal report.  The summary report includes an
      update of the Step 1 valuation and a detailed report of the Step 2
      valuation analysis.  The report also documents the relevant
      factors considered and the valuation methodologies followed, and supports
      the opinion of fair value conclusions.  We did not make any
      adjustments to the fair values included in the report.  The
      methodology applied to the first quarter Step 1 valuation analysis was the
      same as used in the annual assessment at year-end.  Our year-end
      assessment did not require a Step 2 valuation.

                        Our
      stock price decrease triggered our decision to perform the interim
      impairment test.  After year-end, our stock price and that of
      the entire banking industry fell sharply.  The disconnect
      between the book value of equity and our market capitalization caused us
      to believe that goodwill impairment might exist.  We believed at
      the time, and still believe, that the drop in our stock price was a
      temporary event and did not reflect the true value of the
      Company.  The valuation analysis performed by a third party and
      the subsequent recovery of our stock price support our
      belief.  Aside from being the triggering event to the interim
      assessment, our market capitalization was not included among the valuation
      techniques used to value the Company.

                        3.

                        In
      light of our comment above, provide us with (in tabular format) and
      disclose in future filings (e.g. within your goodwill section of MD&A
      on page 22), the following:

                        ●

                        For
      each reporting unit that went to the second step of testing, provide a
      list of the significant assumptions used in your impairment testing for
      each respective period that testing was performed (i.e. annual and
      additional periods when applicable);

                        ●

                        Provide
      sensitivity analysis surrounding each of the assumptions;
    and

                        ●

                        Identify
      specifically (quantitatively and qualitatively based on the assumptions
      that you have used) at what point impairment or additional impairment of
      goodwill would be required.

                        Response:

                        As
      stated above, we only have one operating segment.  The most
      significant assumptions involved in Step 2 were related to determining the
      value of the loan portfolio which involved a discounted cash flows
      approach and estimating a probability of default rate (5%) and a loss upon
      default rate (45%) on performing loans.  For sub-performing and
      non-performing loans, valuation was determined based on discounts to book
      value based on closed loan sales from the FDIC within the previous nine
      months and implicit liquidity premiums from the disposition of RTC assets
      from 1989 to 1992 considering the level of differences in real estate
      price declines during the disposition of RTC assets and the current market
      environment.  Also considered were default probabilities for the
      different loan categories obtained from Banc Investment Group, LLC, the
      nature of the Company's loan portfolio concentrations and the
      current state of the regional and U.S. economy.  Based on the
      analysis of the information available, discounts of 25% and 45% were
      applied to sub-performing and non-performing loans,
      respectively.  We agree to include more information on the
      significant Step 2 assumptions in future
  filings.

        Letter to
the Securities and Exchange Commission

        July 14,
2009

        Page
4

                    Because
      of the numerous assumptions involved in the valuation process, a
      sensitivity analysis would be an overly complex disclosure that we believe
      could be confusing and potentially misleading to
      investors.  However, a qualitative discussion with respect to
      our sensitivity analysis may be more manageable for
      investors.  We agree to include a qualitative discussion of the
      key assumptions to our sensitivity analysis in future
    filings.

                    Table 8 - Nonperforming Assets, page
      25

                    4.

                    We
      note your response to our prior comment five and we think the information
      provided would be very meaningful to an investor and provide greater
      transparency into current trends in your loan portfolio.  In
      this regard, please provide us with and revise your future filings to
      disclose a breakdown, by loan type (preferably in tabular format along
      with a narrative discussion of the trends experienced), of nonperforming
      and “adversely classified” loans (i.e. loans in each of grades 8 through
      10, as described on page 6 of your Form 10-K) for each reporting period
      presented. Provide us with your proposed disclosure.

                    Response:

                    It
      is our desire to provide meaningful financial information to help
      investors make informed investment decisions.  However, we are
      concerned that providing information that is not required for all
      registrants may cause investors to be confused or reach an incorrect
      conclusion without having comparable information for other
      registrants.  Further, loan grades are not necessarily
      consistent among banking companies and those inconsistencies could lead
      investors to draw an inappropriate conclusion when comparing
      companies.  We note, additionally, that FASB recently has issued
      an exposure draft of a proposed statement to enhance and provide
      consistent disclosures regarding credit quality, such as you are
      requesting, in order to improve the transparency of financial
      reporting.  We will make the requested revisions in future
      filings, in compliance with the FASB proposal upon adoption of such
      proposal.  In the interim, we will provide more qualitative
      discussion of credit quality trends in future
  filings.

        Letter to
the Securities and Exchange Commission

        July 14,
2009

        Page
5

      * * * *
*

      Additionally, in response to the
Staff’s request, the Company acknowledges that (i) it is responsible for the
adequacy of the disclosure in its filings; (ii) Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the Company’s filings; and (iii) it may not
assert Staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United
States.

      The Staff
is requested to direct any further questions regarding these filings and this
letter to the undersigned at (404) 815-6270 or my colleague, Adwoa Awotwi at
(404) 815-6613.  Thank you.

                      Sincerely,

                      /s/
      James W. Stevens

                      James
      W. Stevens

                  cc:

                  Jimmy
      C. Tallent, United Community Banks, Inc.

                  Rex
      S. Schuette, United Community Banks, Inc.

                  Alan
      Kumler, United Community Banks, Inc.

                  Greg
      Foster, Porter Keadle Moore,
LLP

Mail Stop 4720
                                  June 26, 2009

By U.S. Mail and facsimile (706) 745-8960
Jimmy C. Tallent President and Chief Executive Officer United Community Banks, Inc. 63 Highway 515 Blairsville, Georgia 30512
Re: United Community Banks, Inc.
        Form 10-K for December 31, 2008
 Form 10-Q for March 31, 2009  Response to SEC Comments dated April 28, 2009  File Number 0-21656

Dear Mr. Tallent:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we thi nk your documents should be revised.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your intent to include the requested revision in future filings and provide a draft of your proposed disclosure.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may have additional comments.              The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies, page 49
General
 1. We note your response to prior comment seven. Given the significant increase in activity within OREO, please provide a rollforward  of this activity in future filings.

United Community Banks, Inc.
June 26, 2009
Page 2  Form 10-Q Filed for the Quarter Ended March 31, 2009

 Notes to Consolidated Financial Statements

Note 10 Goodwill, page 13
 2. We note you updated your impairment test as of March 31, 2009, which resulted in the recording of a $70 million impairment on goodwill.  Please provide us with additional details regarding your tests performed:

• Provide us with a list (in tabular format) of each reporting unit and identify the respective unit fair value, carrying amounts, and reporting unit goodwill;
• Identify each unit that was tested for impairment and discuss the specific technique used to determine unit fair value; and
• Tell us the type of report issued by the third party valuation firm, and how management used this information to arrive at the fair values ultimately used, including discussions of any adjustments made to the fair values discussed in any report obtained.
• Tell us whether management performed any "reasonableness" test or validation procedures on the fair values assumed for the reporting units.  For example, tell us whether management reconciled the fair values of the reporting units to the market capitalization of the company, and if so, provide the results of such testing.

3. In light of our comment above, provide us with (in tabular format) and disclose in future filings (e.g. within your goodwill section of MD&A on page 22), the following:

• For each reporting unit that went to the second step of testing, provide a list of the significant assumptions used in your impairment testing for each respective period that testing was performed (i.e. annual and additional periods when applicable);
• Provide sensitivity analysis surrounding each of the assumptions; and
• Identify specifically (quantitatively and qualitatively based on the assumptions that you have used) at what point impairment or additional impairment of goodwill would be required.

 Table 8 – Nonperforming Assets, page 25

4. We note your response to our prior comment five and we think the information provided would be very meaningful to an investor a nd provide greater transparency into current
trends in your loan portfolio.  In this regard, please provide us with and revise your future filings to disclose a breakdown, by loan type (preferably in tabular format along with a narrative discussion of the trends experienced), of nonperforming and “adversely classified” loans (i.e. loans in each of grades 8 through 10, as described on page 6 of your Form 10-K) for each reporting period presented.  Provide us with your proposed disclosure.

United Community Banks, Inc.
June 26, 2009 Page 3

   *  *  *  *  *

 Please respond to this comment within 10 business days or tell us when you will provide
us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revision in future filings, provide a draft of your proposed
disclosure and provide any requested information.  We may have additional comments after reviewing your response.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.   Please direct any questions on accounting matters to Marc Thomas at 202-551-3452, or to Hugh West at 202-551-3872.  Please direct any other questions to Eric Envall at 202-551-3234, or to me at 202-551-3464.
 Sincerely,

Kathryn McHale Staff Attorney

CORRESP
1
filename1.htm

SEC CORRESPONDENCE LETTER

    Suite 2800 1100 Peachtree St.

Atlanta GA 30309-4530

t 404 815 6500 f 404 815 6555

www.KilpatrickStockton.com

    May 14, 2009

    direct dial 404 815 6270

direct fax 404 541 3400

JStevens@kilpatrickstockton.com

VIA EDGAR and Federal Express
U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

Washington, D.C. 20549

Attention:          Ms. Kathryn McHale, Staff Attorney

    Re:

    United Community Banks, Inc.

Form 10-K for FYE December 31, 2008

Definitive Proxy Statement filed March 23, 2009

Form 8-K filed April 23, 2009

File Number 0-21656

Ladies and Gentlemen:

     At the request and on behalf of our client, United Community Banks, Inc. (the “Company”), we
provide below responses to the Staff’s comment letter dated April 28, 2009. As requested, these
responses are keyed to correspond to the Staff’s comment letter, which we do by setting out each of
the Staff’s comments followed by our response.

     Unless the context requires otherwise, references to we, our, us, United Community Banks, Inc.
or the Company in the response below refer to United Community Banks, Inc. In addition, in the
case of all responses to comments, the use of first person pronouns reflect statements of the
Company as if it were the signatory of this letter (rather than this firm on its behalf).

     The Supplemental Support Booklet of exhibits
is being sent via Federal Express.

Form 10-K for the Fiscal Year Ended December 31, 2008

Cover page and Item 5, page 15

    1.

    The cover page of the Form 10-K and Item 201(b) of Regulation S-K require the Company
indicate the number of shares outstanding of each of the registrant’s classes of common stock,
as of the latest practicable date. In future filings, please provide this information as of a
date closer to the date of the Company’s Form 10-K.

Letter to the Securities and Exchange Commission

May 14, 2009

Page 2

    Response:

    We routinely have provided the number of the Company’s shares outstanding as of the latest
month-end date prior to the filing of our Form 10-K. At month end, such number has been
reconciled by the transfer agent and, therefore, is more accurate and reliable than a
number determined at any other point during the month. Accordingly, we respectfully
request that the Staff reconsider its request that we provide a more recent date and accept
the latest month-end date prior to filing as meeting this requirement.

Business — Loans, page 5

    2.

    Please advise the staff as to your exposure to subprime lending or non-traditional lending
products. If significant, please include this disclosure in future filings.

    Response:

    We do not have any direct exposure to subprime lending or non-traditional lending products.
Further, we do not hold and have never held mortgage-backed securities backed by subprime
mortgages in our investment portfolio. We have previously included in other filings
disclosure regarding the general impact of subprime lending and non-traditional lending
products on our real estate construction borrowers and the housing market generally. If,
in the future, we are exposed to subprime lending or non-traditional lending products, we
will disclose such exposure and its significance.

Risk Factors, page 12

    3.

    The first risk factor makes statements that “there can be no assurance” that a given event
might or might not happen. In future filings, please revise this section to eliminate this
type of language. The point of a particular risk factor is to discuss a material risk and
explain to the reader the likelihood of the risk impacting an investment in your securities,
not your ability to provide assurance.

    Response:

    The requested revision will be made in future filings.

Selected Financial Data, pages 17 and 18

    4.

    We note you use tangible equity and tangible common equity within your GAAP performance
measures. These ratios appear to be non-GAAP measures as defined by Regulation G and Item
10(e) of Regulation S-K as they are not required by GAAP, Commission Rules, or banking
regulatory requirements. To the extent you

Letter to the Securities and Exchange Commission

May 14, 2009

Page 3

    plan to provide these non-GAAP measures (or
related ratios, if any) in the future, the staff notes the following:

    •

    To the extent these measures are disclosed in future filings with the Commission,
you should comply with all of the requirements in Item 10(e) of Regulation S-K,
including clearly labeling the measures as non-GAAP measures and complying with all of
the disclosure requirements.

    •

    To the extent that you plan to disclose these ratios in future Item 2.02 Form 8-Ks,
you should provide all of the disclosures required by Item 10(e)(1)(i) of Regulation
S-K as required by Instruction 2 to Item 2.02 of Form 8-K.

    •

    To the extent you disclose or release publicly any material information that
includes a non-GAAP measure, you should be cognizant of the requirements in Regulation
G to label the measure as non-GAAP and provide a reconciliation to the most closely
comparable GAAP measure.

    •

    As it relates to the presentation of risk weighted assets, in future filings,
please generally disclose how risk weighted assets are calculated under regulatory
capital rules and specifically state, if true, that the number disclosed is calculated
consistent with banking regulatory requirements.

    Response:

    The requested revision will be made in future filings.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Asset
Quality and Risk Elements: Table 10 Non-Performing Assets, page 32

    5.

    Provide us with a breakdown, by loan type, of non performing loans and “adversely classified”
loans in the grades 8 though 10 category (as described on page 6) at both December 31, 2008
and at March 31, 2009.

    Response:

    The requested information is provided as Exhibit 1 of the enclosed Supplemental
Support Booklet of exhibits to this letter. We hereby request confidential treatment of
the information contained in the Supplemental Support Booklet and, therefore, will deliver
a copy of the Supplemental Support Booklet under separate cover.

Letter to the Securities and Exchange Commission

May 14, 2009

Page 4

Financial Statements for the Fiscal Year Ended December 31, 2008

Consolidated Statement of Income, page 45

    6.

    We note your disclosure on page 66 (Note 18 — Preferred Stock) that you accrete the discount
on your TARP related preferred stock directly to retained earnings. Tell us why you have not
presented the accretion of the discount as an adjustment to net income, arriving at Net Income
Available to Common Shareholders. Please advise or revise in future filings as necessary.

    Response:

    In determining the accounting treatment for the discount accretion on the TARP-related
preferred stock, we looked to the Commission’s SAB Topic 5. Q. Increasing Rate Preferred
Stock, which states that the discount accretion resulting from adjustments to the yield of
increasing rate preferred stock should be charged directly against retained earnings. We
found the guidance in SAB Topic 5. Q. to be the most closely applicable accounting guidance
on the subject. Therefore, we did not include the accretion in arriving at net income.
The accretion is, however, included in the amount of preferred stock dividends on the face
of the Consolidated Statement of Income in arriving at Net Income Available to Common
Shareholders. In response to the Staff’s comment, we will modify the disclosure in Note 18
in future filings to make clear that the discount accretion is included in the amount of
preferred stock dividends on the face of the Consolidated Statement of Income in arriving at
Net Income Available to Common Shareholders.

Notes to Consolidated Financial Statements

Note 1 — Summary of Significant Accounting Policies, page 49

General

    7.

    Tell us, and disclose in future filings, your policy in accounting for foreclosed property.

    Response:

    Foreclosed property is initially recorded at fair value, less cost to sell. If the fair
value, less cost to sell at the time of foreclosure, is less than the loan balance, the
deficiency is charged against the allowance for loan losses. If the fair value, less cost
to sell, of the foreclosed property decreases during the holding period, a valuation
allowance is established with a charge to operating expenses. When the foreclosed property
is sold, a gain or loss is recognized on the sale for the difference between the sales
proceeds and the carrying amount of the property. Financed sales of foreclosed property
are accounted for in accordance with FASB Statement No. 66.

Letter to the Securities and Exchange Commission

May 14, 2009

Page 5

    We will provide the requested disclosure of our accounting policy for foreclosed property
in future filings.

    8.

    We note you have instituted an internal policy where nonperforming assets are being held
until there is more stabilization in the marketplace and the company can receive a greater
realizable value. Tell us more about this policy addressing how your new policies affect your
accounting for “other real estate owned” under paragraphs 30 and 31 of SFAS 144. Provide us
with an analysis of OREO activity for the [sic] both the fiscal year 2008 and the interim
period of fiscal 2009.

    Response:

    Our strategy from the beginning of the current economic cycle has been to dispose of
foreclosed property immediately at liquidation sale prices rather than hold such properties
in a market with declining real estate prices. With the marketplace currently saturated
with foreclosed properties, we have been more willing to hold some of our nonperforming
assets until there is more stabilization in the marketplace, and we can realize a greater
value upon sale. This approach is not an accounting policy, but rather a measure we are
taking to allow us and our shareholders to maximize the realizable value that can be
derived from such assets. We emphasize that all foreclosed properties are being actively
marketed, and we reasonably expect a sale to occur within one year.

    This strategy regarding nonperforming assets does not have an effect on our accounting for
“other real estate owned” under paragraphs 30 and 31 of SFAS 144. Loans are charged down to
the net realizable value of the collateral, less selling costs at the time of foreclosure.

    The requested OREO activity analysis is provided as Exhibit 2 of the enclosed
Supplemental Support Booklet of exhibits to this letter.

Derivative Instruments and Hedging Activities, page 51

    9.

    For each type of hedging relationship entered into during the periods presented, please tell
us how you determined that they met the criteria for hedge accounting pursuant to paragraphs
20, 21, 28 and 29 of SFAS 133. Specifically address the following for each type of hedging
relationship:

    •

    the nature and terms of the hedged item or transaction;

    •

    the nature and terms of the derivative instruments;

    •

    the specific documented risk being hedged;

Letter to the Securities and Exchange Commission

May 14, 2009

Page 6

    •

    the type of SFAS 133 hedge (fair value, cash flow, etc.); and

    •

    the quantitative measures you use to assess effectiveness of each hedge both at
inception and on an ongoing basis. Specifically reference the appropriate sections of
SFAS 133, including any applicable DIG Issues, which support the use of each test.

    Response:

    As of December 31, 2008, we had fair value hedging relationships involving two different
hedged items: Federal Home Loan Bank advances and brokered certificates of deposit. The
specific, documented risk being hedged for each fair value hedging relationship is the risk
of changes in fair value attributable to changes in the LIBOR swap
rate, the designated benchmark interest rate. Paragraph 21(f)(2) of SFAS 133 allows us to
designate the change in the fair value of the hedged item attributable to changes in the
benchmark interest rate as the risk being hedged.

    As of December 31, 2008, we also had cash flow hedges of Prime-Based Loan Assets. The
specific documented risk being hedged is the risk of overall changes in hedged cash flows
related to variable-rate loan assets. Paragraph 29 (h)(1) of SFAS 133 allows us to
designate the risk of overall changes in cash flows as the risk being hedged.

    The terms of the hedging instruments we use are provided as Exhibit 3 of the
enclosed Supplemental Support Booklet. Support for our determination that the above
described fair value hedging relationships met the criteria for fair value hedges as set
forth in paragraphs 20 — 21 of SFAS 133 are provided in Exhibit 4 of the enclosed
Supplemental Support Booklet. Support for our determination that our cash flow hedging
relationships met the criteria for cash flow hedges as set forth in paragraphs 28 — 29 of
SFAS 133 is provided in Exhibit 5 of the enclosed Supplemental Support Booklet.

    10.

    Please tell us whether you use the short-cut method or matched terms for assuming no
ineffectiveness for any of your hedging relationships that qualify for hedge accounting
treatment under SFAS 133. If so, please tell us how you determine that the hedging
relationship meets each of the conditions in paragraph 68 or 65 of SFAS 133.

    Response:

    We believe that our FHLB Advance hedging program satisfies all of the applicable
requirements of paragraph 68 of SFAS 133 and, therefore, our application of the shortcut
method is appropriate. An analysis of how the requirements of paragraph 68 of SFAS 133 are
met is provided as Exhibit 6 of the enclosed Supplemental Support Booklet. The

Letter to the Securities and Exchange Commission

May 14, 2009

Page 7

    shortcut method has not been used by the Company for any other hedging relationships and
all outstanding hedges designated under the shortcut method matured during the first
quarter of 2009. In addition, the “matched terms” method has not been used by the Company
for any hedging relationships.

Signatures, page 80

    11.

    In future filings, please be sure that the Chief Financial Officer and Principal Accounting
Officer also sign your 10-K in their official capacities, not just as authorized signatories
of the Company.

    Response:

    We will make the Staff’s requested change in future filings.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 16

    12.

    We note your disclosure that the financial performance measures were not met for fiscal year
2008, but not what the financial performance measures were. Please disclose to the staff the
performance parameters utilized in determining whether each named executive officer met the
requirements of the Management Annual Incentive Plan. Please include such disclosure in
future filings. To the extent you believe that disclosure of the performance measures is not
required because it would result in competitive harm such that the targets could be excluded
under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed supplemental
analysis supporting your conclusion. In particular, your competitive harm analysis should
clearly explain the nexus between disclosure of the performance measures and the competitive
harm that is likely to result from disclosure. Refer to Item 402(b)(2)(v) of Regulation S-K
and Regulation S-K Compliance and Disclosure Interpretation 118.04.

    Response:

    The key performance measure considered by the Company’s Compensation Committee for fiscal
year 2008 was operating/reported earnings per share (“EPS”) growth, viewed as the primary
quantitative performance measure. Additionally, if the minimum threshold target was met,
the Compensation Co

Mail Stop 4561
                                  April 28, 2009

By U.S. Mail and facsimile (706) 745-8960
Jimmy C. Tallent President and Chief Executive Officer United Community Banks, Inc. 63 Highway 515 Blairsville, Georgia 30512
Re: United Community Banks, Inc.
        Form 10-K for December 31, 2008
 Definitive Proxy Statement filed March 23, 2009         Form 8-K filed April 23, 2009  File Number 0-21656

Dear Mr. Tallent:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we thi nk your documents should be revised.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your intent to include the requested revision in future filings and provide a draft of your proposed disclosure.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may have additional comments.              The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

Cover page and Item 5, page 15
 1. The cover page of the Form 10-K and Item 201(b) of Regulation S-K require the Company indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  In future filings, please provide this information as of a date closer to the date of the Company’s Form 10-K.

United Community Banks, Inc.
April 28, 2009 Page 2   Business – Loans, page 5

 2. Please advise the staff as to your exposure to subprime lending or non-traditional lending products.  If significant, please include this disclosure in future filings.
 Risk Factors, page 12

3. The first risk factor makes statements that “there can be no assurance” that a given event might or might not happen.  In future filings, please revise this section to eliminate this type of language.  The point of a particular ri sk factor is to discuss a material risk and
explain to the reader the likelihood of the risk impacting an investment in your securities, not your ability to provide assurance.
Selected Financial Data, pages 17 and 18

 4. We note you use tangible equity and tangible common equity within your GAAP performance measures.  These ratios appear to be non-GAAP measures as defined by Regulation G and Item 10(e) of Regulati on S-K as they are not required by GAAP,
Commission Rules, or banking regulatory requirements.  To the extent you plan to provide these non-GAAP measures (or related ratios, if any) in the future, the staff notes the following:

• To the extent these measures are disclosed in future filings with the Commission, you should com
ply with all of the requirements in Item 10(e) of Regulation S-K,
including clearly labeling the measures as non-GAAP measures and complying with all of the disclosure requirements.
• To the extent that you plan to disclose these ratios in future Item 2.02 Form 8-Ks, you should provide all of the disclosures required by Item
 10(e)(1)(i) of Regulation S-K
as required by Instruction 2 to Item 2.02 of Form 8-K.
• To the extent you disclose or release publicly any material information that includes a non-GAAP m
easure, you should be cognizant of the requirements in Regulation G to
label the measure as non-GAAP and provide a reconciliation to the most closely comparable GAAP measure.
• As it relates to the presentation of risk weighted assets, in future filings, please generally disclose how risk weighted assets are calculated under regulatory capital rules and specifically state, if true, that the num
ber disclosed is calculated consistent
with banking regulatory requirements.

United Community Banks, Inc.
April 28, 2009 Page 3  Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Asset Quality and Risk Elements: Table 10 Non-Performing Assets, page 32
 5. Provide us with a breakdown, by loan type, of nonperforming loans and “adversely classified” loans in the grades 8 though 10 category (as described on page 6) at both December 31, 2008 and at March 31, 2009.
 Financial Statements for the Fiscal Year Ended December 31, 2008

Consolidated Statement of Income, page 45
 6. We note your disclosure on page 66 (Note 18 – Preferred Stock) that you accrete the discount on your TARP related preferred stock directly to retained earnings.  Tell us why you have not presented the accretion of the discount as an adjustment to net income, arriving at Net Income Available to Common Shareholders.  Please advise or revise in future filings as necessary
 Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies, page 49
General
 7. Tell us, and disclose in future filings, your policy in accounting for foreclosed property.

8. We note you have instituted an internal policy where nonperforming assets are being held until there is more stabilization in the marketplace and the company can receive a greater realizable value. Tell us more about this policy addressing how your new policies affect your accounting for “other real estate owned” under paragraphs 30 and 31 of SFAS 144.  Provide us with an analysis of OREO activity for the both the fiscal year 2008 and the interim period of fiscal 2009.
Derivative Instruments and Hedging Activities, page 51

9. For each type of hedging relationship entered into during the periods presented, please tell us how you determined that they met the criteria for hedge accounting pursuant to paragraphs 20, 21, 28 and 29 of SFAS 133.  Specifically address the following for each type of hedging relationship:

• the nature and terms of the hedged item or transaction;
• the nature and terms of the derivative instruments;
• the specific documented risk being hedged;
• the type of SFAS 133 hedge (fair value, cash flow, etc.); and
• the quantitative measures you use to assess effectiveness of each hedge both at inception and on an ongoing basis. Specifically reference the appropriate sections of SFAS 133, including any applicable DIG Issues, which support the use of each test.

United Community Banks, Inc.
April 28, 2009 Page 4  10. Please tell us whether you use the short-cut method or matched terms for assuming no ineffectiveness for any of your hedging relationships that qualify for hedge accounting treatment under SFAS 133. If so, please tell us how you determine that the hedging relationship meets each of the conditions in paragraph 68 or 65 of SFAS 133.
 Signatures, page 80

 11. In future filings, please be sure that the Ch ief Financial Officer and Principal Accounting
Officer also sign your 10-K in their official cap acities, not just as authorized signatories
of the Company.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 16
 12. We note your disclosure that the financial performance measures were not met for fiscal year 2008, but not what the financial performance measures were.  Please disclose to the staff the performance parameters utilized in determining whether each named executive officer met the requirements of the Management Annual Incentive Plan.  Please include such disclosure in future filings.  To the extent you believe that disclosure of the performance measures is not required because it would result in competitive harm such that the targets could be excluded under Instru ction 4 to Item 402(b) of Regulation S-K,
please provide a detailed supplemental analysis supporting your conclusion.  In particular, your competitive harm analysis should clearly explain the nexus between disclosure of the performance measures and the competitive harm that is likely to result from disclosure.  Refer to Item 402(b)(2 )(v) of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation 118.04.

Executive Compensation, page 19

 13. In future filings, please quantify, if applicab le, in footnote 4 to the Company’s Summary
Compensation Table the amount of any item earned as other compensation that is not a perquisite or personal benefit whose value exceeds $10,000.  Please refer to Instruction 3 to Item 402(c)(2)(ix) of Regulation S-K.

Beneficial Ownership, page 27

14. In future filings, please disclose, by footnote or otherwise, the natural person(s) who have voting power for the shares owned by Barclays Global Investors, NA and related entities.

Form 10-K for the Fiscal Year Ended December 31, 2008

Exhibits 31.1 and 31.2

15. We note that your certifications included as Exhibits 31.1 to the Form 10-K contain modifications of the exact form of certifi cation as set forth in Item 601(b)(31) of

United Community Banks, Inc.
April 28, 2009 Page 5
Regulation S-K.  In particular, the certifications include the title of the certifying officer in the introductory sentence.  In future filings , please ensure that the certifications are in
the exact form as set forth in Item 601(b)(31) of Regulation S-K, except as otherwise indicated in Commission statements or staff interpretations.

   *  *  *  *  *

 Please respond to this comment within 10 business days or tell us when you will provide
us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revision in future filings, provide a draft of your proposed
disclosure and provide any requested information.  We may have additional comments after reviewing your response.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.   Please direct any questions on accounting matters to Marc Thomas at 202-551-3452, or to John Nolan, Senior Assistant Chief Account ant, at 202-551-3492.  Please direct any other
questions to Eric Envall at 202-551-3234, or to me at 202-551-3464.
 Sincerely,

Kathryn McHale Staff Attorney

CORRESP
1
filename1.htm

      Response to SEC Comments

              Suite
                2800 1100 Peachtree St.

              Atlanta
                GA 30309-4530

              t
                404 815 6500 f 404 815 6555

              www.KilpatrickStockton.com

              May
                1, 2007

              direct
                dial 404
                815 6570

              direct
                fax 404 541 3151

              RCheatham@KilpatrickStockton.com

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    Mail
      Stop
      4561

    Washington,
      DC 20549

    Attention:
      Mark S. Webb, Legal Branch Chief

            Re:

              United
                Community Banks, Inc.

                SEC
                  File No. 333-141203

                Form
                  10-K

                SEC
                  File No. 000-21656

    Ladies
      and Gentlemen:

    At
      the
      request and on behalf of our client, United Community Banks, Inc. (the
“Company”),
      we
      hereby file via EDGAR, Amendment No. 2 to the above-referenced Form S-4 (the
      “S-4
      Amendment”).
      We
      previously filed an amendment to the above-referenced Form 10-K. The S-4
      Amendment includes a revised Exhibit 8.1 and a new Exhibit 23.4 in response
      to
      the Staff’s comment letter dated April 30, 2007.

    We
      provide below additional responses to the Staff’s comments. As requested, these
      responses are keyed to correspond to the Staff’s comment letter, which we do by
      setting out each of the Staff’s comments followed by our response. A copy of
      this letter is being sent to the Staff by overnight delivery.

    Unless
      the context requires otherwise, references to we, our, us, United Community
      Banks, Inc. or the Company in the response below refer to United Community
      Banks, Inc. In addition, in the case of all responses to comments, the use
      of
      first person pronouns reflect statements of the Company as if it were the
      signatory of this letter (rather than this firm on its behalf).

    Item
      21. Exhibit 8.1

              1.

              We
                note your response to prior comment number 16; however, the wording
                restricts the opinion to Gwinnett Commercial Group, Inc. and does
                not
                include shareholders. Please revise to avoid limiting reliance by
                person.

    Response:

    We
      have
      deleted the last paragraph in the opinion letter in response to the Staff’s
      comment.

    Exhibits

              2.

              Please
                file the consent of Mr. Stephens. See Rule
                438.

    Response:

    The
      requested consent has been filed as Exhibit 23.4 of the S-4
      Amendment.

    * * *

    We
      appreciate the Staff’s prompt comments and look forward to working with you to
      have the S-4 declared effective. The Staff is requested to direct any further
      questions regarding these filings and this letter to the undersigned at (404)
      815-6570 or my colleague, James Stevens at (404) 815-6270. Thank
      you.

                Sincerely,

                  /s/
                    Richard R. Cheatham

                Richard
                  R. Cheatham

CORRESP
1
filename1.htm

      Acceleration Request Letter to the SEC

    [UNITED
      COMMUNITY BANKS, INC. LETTERHEAD]

    May
      1,
      2007

    Via
      Edgar & Facsimile

    Securities
      and Exchange Commission

    100
      F.
      Street, N.E.

    Washington,
      D.C. 20549

    Attention:
      Mark S. Webb, Legal Branch Chief

            Re:

              United
                Community Banks, Inc.

              Registration Statement
                on Form S-4
                (File No. 333-141203)

    Ladies
      and Gentlemen:

    Pursuant
      to Rule 461, United Community Banks, Inc. (the “Registrant”) hereby requests
      acceleration of the effective date of the above-referenced Registration
      Statement on Form S-4, as amended, (the “Registration Statement”) to 5:00 p.m.
      (Eastern Time), May 3, 2007, or as soon thereafter as practicable.

    The
      Registrant also requests the Securities and Exchange Commission (the
“Commission”) to specifically confirm such effective date and time to the
      Registrant in writing.

    The
      Registrant acknowledges the following:

            ·

              should
                the Commission or the Staff, acting pursuant to delegated authority,
                declare the filing effective, it does not foreclose the Commission
                from
                taking any action with respect to the
                filing;

            ·

              the
                action of the Commission or the Staff, acting pursuant to delegated
                authority, in declaring the filing effective, does not relieve the
                Registrant from its full responsibility for the adequacy and accuracy
                of
                the disclosure in the filing; and

            ·

              the
                Registrant may not assert Staff comments and the declaration of
                effectiveness as a defense in any proceeding initiated by the Commission
                or any person under the federal securities laws of the United
                States.

              United
                Community Banks, Inc.

              By:
                 /s/
                Rex S.
                Schuette

                Rex S. Schuette

                Executive Vice President and

                Chief Financial Officer

    cc: James
      W.
      Stevens

April 30, 2007

Mail Stop 4561

By U.S. Mail and facsimile to (404) 541-3151

Mr. Jimmy C .Tallent
President & Chief Executive Officer
United Community Banks, Inc.
63 Highway 515
Blairsville, GA  30512

Re: United Community Banks, Inc.
Amendment Number One to Registration Statement on Form S-4
Filed on April 16, 2007
                        File Number 333-141203
  Form 10-K
  Filed on February 27, 2007
  File Number 000-21656

Dear Mr. Tallent:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at  the telephone numbers listed at the end of this letter.
Item 21. Exhibit 8.1
1. We note your response to prior comme nt number 16; however, the wording
restricts the opinion to Gwinnett Comme rcial Group, Inc. and does not include
shareholders.  Please revise to av oid limiting reliance by person.

Exhibits
2. Please file the consent of Mr. Stephens.  See Rule 438.

Mr. Jimmy C. Tallent
United Community Banks, Inc.
April 30, 2007 Page 2

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to dele gated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

            In addition, please be advise d that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment

Mr. Jimmy C. Tallent
United Community Banks, Inc.
April 30, 2007 Page 3
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact David Irving at (202) 551-3321 or Sharon Blume at
(202) 551-3474 if you have questions regard ing comments on the financial statements
and related matters.  Please contact Timot hy Geishecker at (202) 551-3422 or me at
(202) 551-3698 with any other questions.

                                                                        Sincerely,

Mark S. Webb
Legal Branch Chief

cc: Richard R. Cheatham
 Kirkpatrick Stockton LLP
 1100 Peachtree Street – Suite 2800
 Atlanta, GA  30309-4530
 (404) 541-3151

CORRESP
1
filename1.htm

      Unassociated Document

              Suite
                2800 1100 Peachtree St.

              Atlanta
                GA 30309-4530

              t
                404 815 6500 f 404 815 6555

              www.KilpatrickStockton.com

              April
                16, 2007

              direct
                dial 404
                815 6570

              direct
                fax 404 541 3151

              RCheatham@KilpatrickStockton.com

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    Mail
      Stop 4561

    Washington,
      DC 20549

    Attention:
      Mark S. Webb, Legal Branch Chief

            Re:

              United
                Community Banks, Inc.

              Form
                S-4 filed March 9, 2006

              SEC
                File No. 333-141203

              Form
                10-K, filed on February 27, 2007

              SEC
                File No. 000-21656

    Ladies
      and Gentlemen:

    At
      the request and on behalf of our client, United Community Banks, Inc. (the
      “Company”),
      we hereby file via EDGAR, Amendment No. 1 to the above-referenced Form S-4
      (the
“S-4
      Amendment”).
      The
      S-4 Amendment includes revisions made in response to the Staff’s comment letter
      dated April 10, 2007.

    We
      provide below additional responses to the Staff’s comments. As requested, these
      responses are keyed to correspond to the Staff’s comment letter, which we do by
      setting out each of the Staff’s comments followed by our response. A copy of
      this letter, along with three marked-to-show-changes courtesy copies of the
      S-4
      Amendment and the substantive disclosure we prepare to make via an
      amendment to the above-referenced Form 10-K (the “10-K
      Disclosure Supplement”)
      are being sent to the Staff by overnight delivery.

    Unless
      the context requires otherwise, references to we, our, us, United Community
      Banks, Inc. or the Company in the response below refer to United Community
      Banks, Inc. In addition, in the case of all responses to comments, the use
      of
      first person pronouns reflect statements of the Company as if it were the
      signatory of this letter (rather than this firm on its behalf).

              Letter
                to the Securities
                and Exchange Commission

              April
                16, 2007

              Page
                2

    General

              1.

              We
                note you did not include Gwinnett’s financial statements or pro forma
                financial statements in your filing. Please provide us with a detailed
                analysis that explains how you determined inclusion of these financial
                statements is not required, including your calculations of the
                significance tests prescribed by Rule 3-05 of Regulation
                S-X.

    Response:

    We
      did not include financial statements or pro forma financial information for
      Gwinnett Commercial Group, Inc. (“Gwinnett”)
      because Item 17(b)(7)(ii) of Form S-4 states that no financial information
      (including pro forma and comparative per share information) is required for
      a
      non-reporting company being acquired when such company is significant to the
      acquiror pursuant to Rule 3-05 of Regulation S-X at or below the 20% level
      and
      the registrant’s security holders are not voting on the transaction. The SEC
      clarified in its July 2001 Supplement to the Telephone Interpretations Manual
      that “[i]n these circumstances, the staff will not object to the omission of pro
      forma and comparative per share information as well as financial and related
      information of the target stipulated under Regulation S-K Items 301, 302, 303,
      304(b), and 305….”

    United
      had total consolidated assets of $7.1 billion at December 31, 2006 and had
      income from continuing operations before income taxes, extraordinary items
      and
      the cumulative effect of any change in accounting principles of $108.4 million
      for the year ended December 31, 2006. Gwinnett had total consolidated assets
      of
      $675.2 million at December 31, 2006 and had income from continuing operations
      before income taxes, extraordinary items and the cumulative effect of any change
      in accounting principles of $18.8 million for the year ended December 31, 2006.
      Gwinnett’s total assets would represent 9.5% and its income from continuing
      operations would represent 17.3% of United’s total assets and income from
      continuing operations. Based on these calculations, Gwinnett is not significant
      to United at or above the 20% level and financial information with respect
      to
      Gwinnett may be excluded pursuant to the guidance described above.

              2.

              Please
                provide the staff with copies of the board books that Burke Capital
                Group
                provided in connection with the
                transaction.

    Response:

    The
      requested information is provided as Exhibit 1 of the enclosed Supplemental
      Support Booklet to this letter.

              Letter
                to the Securities
                and Exchange Commission

              April
                16, 2007

              Page
                3

              3.

              Please
                confirm that Gwinnett did not provide financial projections to
                United.

    Response:

    Gwinnett
      did not provide financial projections to United. Gwinnett did prepare
      informal 2006 summary financial projections and a 2007 monthly projection
      model in an August 2006 company presentation prepared in connection with its
      evaluation of strategic alternatives for the company. Subsequently, Gwinnett
      provided a preliminary 2007 budget which assumed 10% asset growth. Copies of
      these materials are included as Exhibits 2 and 3 of the enclosed Supplemental
      Support Booklet.

              4.

              Please
                revise to provide the information required by Item 18(a)(7) of Form
                S-4
                for John Stephens.

    Response:

    The
      requested revisions have been made and are reflected on page 23 of the S-4
      Amendment.

    Forepart
      of Registration Statement and Outside Front Cover Page of
      Prospectus

              5.

              Please
                revise to state that your securities trade on the Nasdaq and its
                symbol
                and refer to Item 501 of Regulation
                S-K.

    Response:

    The
      requested statement has been made.

              6.

              Please
                state the amount of securities offered. See Item 501(b)(2) of Regulation
                S-K.

    Response:

    The
      requested statement has been made.

    Summary,
      page 4

              7.

              Please
                revise to state that the Summary summarizes “material,” not selected
                information.

    Response:

    The
      requested revision has been made.

              Letter
                to the Securities
                and Exchange Commission

              April
                16, 2007

              Page
                4

              8.

              Please
                revise to provide disclosure regarding the status of regulatory approval
                under Item 3(i) of Form
                S-4.

    Response:

    All
      required regulatory approvals have now been received. The requested revisions
      have been made and reflected on pages 6, 19 and 28 of the S-4 Amendment.

    Interests
      of Directors and Officers of Gwinnett in the Merger, page
      9

              9.

              Please
                revise to indicate the aggregate dollar amounts for each officer
                and
                director.

    Response:

    The
      requested revisions have been made on page 9 of the S-4 Amendment.

    Risk
      Factors, page 12

              10.

              Please
                revise to include risk factors that address the merger. For example,
                in
                order to complete the transaction, United and Gwinnett must first
                obtain
                the prior approval of The Federal Reserve Board and The Georgia Department
                of Banking and Finance, which may impose additional conditions. In
                addition, the merger agreement imposes a termination fee and other
                conditions that discourage other potential mergers. Other examples
                could
                include:

              a.

              officers
                and directors of the merging parties have interests in the mergers
                that
                are different from, or in addition to, the interests of the
                shareholders;

              b.

              failure
                to complete the mergers could negatively affect the merging parties’ stock
                prices and each company’s future business and operations;
                and

              c.

              uncertainty
                regarding the mergers and the effects of the mergers could adversely
                affect each company’s relationships with its customers, strategic partners
                or key employees.

    Response:

    We
      have made several revisions in response to the Staff’s comments and have
      reflected those revisions on pages 12 and 13 of the S-4 Amendment.

              Letter
                to the Securities
                and Exchange Commission

              April
                16, 2007

              Page
                5

    Background
      of and Reasons for the Merger, page 13

              11.

              Please
                revise to expand your discussion on page 14 to address the negotiation
                of
                the principal terms of the merger, including the
                price.

    Response:

    We
      have made several revisions in response to the Staff’s comment on pages 14-15 of
      the S-4 Amendment.

              12.

              We
                note that you provide, a list of factors that Gwinnett has considered.
                Please revise to disclose and organize the factors according to the
                positive reasons why the board has decided to engage in the merger.
                In
                addition, please provide the negative reasons considered by the
                board.

    Response:

    The
      requested revisions have been made on pages 15-16 of the S-4 Amendment.

              13.

              Please
                revise to have the board specifically note each line item analysis
                in the
                Burke report that does not support its recommendation and explain
                why, in
                light of that analysis, it is recommending the
                transaction.

    Response:

    The
      requested revisions have been made on pages 16-17 of the S-4
      Amendment.

    Interests
      of the Directors and Officers of Gwinnett, page 22

              14.

              Please
                quantify this information to the extent
                possible.

    Response:

    The
      requested revisions have been made on page 24 of the S-4 Amendment.

              15.

              Please
                revise to state that Burke has consented to the inclusion of its
                opinion
                in the prospectus.

    Response:

    The
      requested statement has been made on page 32 of the S-4 Amendment.

              Letter
                to the Securities
                and Exchange Commission

              April
                16, 2007

              Page
                6

    Exhibit
      8.1

              16.

              You
                can limit reliance on your opinion with regard to purpose, but not
                person.
                Please revise.

    Response:

    We
      have revised the opinion letter in response to the Staff’s comment. The revised
      opinion is included as Exhibit 8.1 to the Amendment and a redline showing our
      changes is included as Exhibit 4 of the Supplemental Support
      Booklet.

    Form
      10-K

    Item
      11. Executive Compensation

              17.

              We
                note from your description of the 2007 Equity Incentive Plan that
                the plan
                provides the Compensation Committee with a significant amount of
                discretion in determining the non-equity incentive payments that
                you have
                classed as “bonus” payments. Please revise to discuss the discretion that
                the Committee can exert in determining whether a target has been
                met or
                the extent to which an award can be increased or decreased due to
                conditions during the year. Please refer to Item 402(b)(vi) of Regulation
                S-K.

    Response:

    On
      page 16 of the United’s 2007 Proxy Statement (the “Proxy
      Statement”)
      in the description of the proposed Management Annual Incentive Plan, we describe
      that United’s Compensation Committee “may in its discretion grant awards to
      deserving participants, except certain Named Executive Officers, notwithstanding
      levels of achievement of performance criteria”. Specifically, Section 6.1 of the
      plan, included on page B-4 of the Proxy Statement, allows the Committee to
      exercise discretion to not grant an award to any participant in the event
      performance targets have been met but limits the ability to exercise discretion
      to grant an award to a participant in the event the performance target has
      not
      been met to only incentives that are not incentive awards to Named Executive
      Officers that are intended to comply with Section 162(m) of the Internal Revenue
      Code. United may exercise such discretion to reward superior individual
      performance.

    Because
      the plan has not yet been approved by shareholders and was not in place during
      2006, it is not discussed at all under Item 11. If the plan is approved by
      United’s shareholders, United will clarify this discretion in its future
      periodic reports in response to the Staff’s comment.

              Letter
                to the Securities
                and Exchange Commission

              April
                16, 2007

              Page
                7

              18.

              We
                note that some of the information included as part of the Compensation
                Discussion and Analysis would more appropriately be included in the
                narrative discussion that should follow the tables and footnotes
                required
                by Item 402(c)-(j). For example, the discussion of how the option
                exercise
                price of your 2006 options was set, which in the third paragraph
                of the
                Equity Incentive Awards subsection of the Compensation Discussion
                and
                Analysis, on page 24 would more appropriately appear in a narrative
                discussion following the Grants of Plan-Based Awards, as contemplated
                by
                Item 402(e) of Regulation
                S-K.

    Response:

    We
      appreciate the Staff’s comment and agree that the disclosure would be improved