SECURITIES AND EXCHANGE COMMISSION

FORM S-8
REGISTRATION STATEMENT

UNITED COMMUNITY BANKS, INC.

P.O. Box 398
63 Highway 515
Blairsville, Georgia 30512
(Address of Issuer’s Principal Executive Offices)

2000 Key Employee Stock Option Plan
(Full Title of the Plan)

Mr. Jimmy C. Tallent
President and Chief Executive Officer
P.O. Box 398
63 Highway 515
Blairsville, Georgia 30512
(706)785-2265
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:
Mr. Richard R. Cheatham
Kilpatrick Stockton LLP
1100 Peachtree Street, N.E., Suite 2800
Atlanta, Georgia 30309-4530
(404) 815-6500

Calculation of Registration Fee

(1) In addition, pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement also relates to such indeterminate number of additional shares of Common Stock of the Registrant as may be issuable in the event of a stock dividend, stock split, recapitalization, or other similar changes in the capital structure, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets, issuance of rights or warrants to purchase securities, or any other corporate transaction or event having an effect similar to any of the foregoing.

(2) Determined in accordance with Rule 457(c) and (h) of the Securities Act of 1933. The proposed maximum aggregate offering price and amount of registration fee are based on $26.40 the average of the high and low price on Nasdaq on November 15, 2004.

Table of Contents

United Community Banks, Inc. (the “Company”) files this Registration Statement on Form S-8 in connection with an amendment to the United Community Banks, Inc. 2000 Key Employee Stock Option Plan (the “Plan”) to increase the number of shares of common stock that may be issued under the Plan. The shares authorized under the Plan have been increased by 1,650,000 from 1,303,000 to 2,953,000 (as adjusted for a two-for-one stock split effective in May 2001 and a three-for-two stock split effective in April 2004, both in the form of a stock dividend). The Company previously filed a registration statement on Form S-8 (File No. 333-99849) (the “Prior Registration Statement”) covering 1,303,000 shares of the Company’s common stock initially authorized for issuance under the Plan. The Prior Registration Statement continues and remains effective as to those shares registered thereunder.

INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE

     Pursuant to Instruction E to Form S-8, the Company hereby incorporates by reference into this Registration Statement the contents of the Prior Registration Statement, including all amendments, attachments and exhibits thereto.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

     The exhibits included as part of this Registration Statement are as follows:

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blairsville, State of Georgia, on November 19, 2004.

POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Jimmy C. Tallent and Robert L. Head, Jr., and each of them acting alone, his true and lawful attorney-in-fact with full power of substitution, for him in any and all capacities, to execute any and all amendments and post-effective amendments to this Registration Statement and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents full power and authority to do so and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 19, 2004.

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EXHIBIT INDEX

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Exhibit 5

November 19, 2004

United Community Banks, Inc.
63 Highway 515
Blairsville, Georgia 30512

Ladies and Gentlemen:

     We have acted as counsel for United Community Banks, Inc., a Georgia corporation (the “Company”), in the preparation of the Form S-8 Registration Statement relating to an additional 1,650,000 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”) that have been authorized for possible awards and issuance pursuant to the Company’s 2000 Key Employee Stock Option Plan, as amended (the “Plan”).

     In such capacity, we have examined the originals or copies of such documents, corporate records, certificates of public officials and officers of the Company, and other instruments related to the authorization and issuance of the Common Stock as we deemed relevant or necessary for the opinion expressed herein. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate.

     Based on and subject to the foregoing, it is our opinion that the Plan, and the additional 1,650,000 shares of Common Stock that may be awarded and issued pursuant to and in accordance with the provisions thereof, have been duly authorized by appropriate corporate actions and approved by the Board of Directors and shareholders of the Company, and that the shares, when issued in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to said Registration Statement.

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors of
United Community Banks, Inc.

We hereby consent to incorporation by reference in this Registration Statement on Form S-8 of our report dated January 27, 2004 related to the consolidated balance sheets of United Community Banks, Inc. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years in the three years in the period ended December 31, 2003, which report appears in the December 31, 2003 annual report on Form 10-K United Community Banks, Inc.

/s/ PORTER KEADLE MOORE, LLP

Atlanta, Georgia
November 19, 2004