<PAGE>
<PAGE>
           As filed with the Securities and Exchange Commission 
                        on December 5, 1997
                                   Registration No. 333-_____
________________________________________________________________

          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549
        _______________________________________
                       FORM S-8
             REGISTRATION STATEMENT UNDER
              THE SECURITIES ACT OF 1933
        _______________________________________

           UNITED TENNESSEE BANKSHARES, INC.
           ---------------------------------
(Exact name of registrant as specified in its charter)

      Tennessee                            To be Applied For  
-------------------------------            -------------------
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)             (Identification No.)

                     344 Broadway
             Newport, Tennessee 37821-0249
                    (423) 623-6088
             -----------------------------                      
        (Address of Principal Executive Office)

    Newport Federal Savings and Loan Association 401(k) 
                      Retirement Plan
    ---------------------------------------------------
               (Full title of the plan)


                           
                                         with copies to:
Richard Harwood, President            Gary R. Bronstein, Esquire
United Bankshares, Inc.               J. Mark Poerio, Esquire
344 Broadway, P. O. Box 249           K. Scott Fife, Esquire
Newport, Tennessee 37821-0249         Housley Kantarian and
-----------------------------         Bronstein, P.C.
(Name and address of agent for        1220 19th Street, N.W., 
 service)                             Suite 700
                                      Washington, D.C. 20036

                    (423) 623-6088
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)

            CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
==============================================================================
<S>                   <C>           <C>               <C>                 <C>
Title of                            Proposed Maximum  Proposed Maximum    Amount of
Securities to         Amount to be   Offering Price  Aggregate Offering Registration
be registered(1)      registered(2)    Per Share(3)       Price(4)          Fee
------------------------------------------------------------------------------------
Common Stock            73,600            $10            $736,000         $217.12
===================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests available pursuant to the
Newport Federal Savings and Loan Association 401(k) Retirement
Plan (the "Plan"), as described herein.
(2) Estimates the maximum number of shares expected to be
issued under the Plan assuming that all employer and employee
contributions to the Plan are used to purchase shares of common
stock of United Tennessee Bankshares, Inc. in the conversion of
Newport Federal Savings and Loan Association from mutual to
stock form ("Conversion"), together with an indeterminate number
of shares which may be necessary to adjust the number of
additional shares of common stock reserved for issuance pursuant
to the Plan and being registered herein, as the result of a
stock split, stock dividend, reclassification, recapitalization
or similar adjustment(s) of the common stock of United Tennessee
Bankshares, Inc.
(3) Estimated solely for the purpose of calculating the
registration fee and calculated pursuant to Rule 457(c) based on
maximum subscription price of $10.00 per share of the common
stock of United Tennessee Bankshares, Inc., as currently offered
in the Conversion.
(4)      Estimated based on (2) and (3) above.
    THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933.<PAGE>
<PAGE>

                        PART I

 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------
ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

    *This Registration Statement relates to the registration
of 73,600 shares of common stock of United Tennessee Bankshares,
Inc. (the "Company") reserved for issuance and delivery under
the Newport Federal Savings and Loan Association 401(k)
Retirement Plan (the "Plan").  Documents containing the
information required by Part I of this Registration Statement
will be sent or given to participants in the Plan as specified
by Rule 428(b)(1).  Such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424, in reliance on Rule
428.

                       PART II 

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------
    The Company became subject to the informational
requirements of the Securities Exchange Act of 1934 (the "1934
Act") on January 1, 1998 and, accordingly, will be filing
periodic reports and other information with the Commission. 
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies
may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.

    The following document filed by the Company is
incorporated in this Registration Statement by reference: the
Company's Prospectus dated November 12, 1997, filed pursuant to
Rule 424(b) (the "Prospectus") (Commission File No. 333-36465).

    ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY AND FOR
THE PLAN PURSUANT TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AFTER THE DATE
HEREOF AND PRIOR TO THE FILING OF A POST-EFFECTIVE AMENDMENT
WHICH INDICATES THAT ALL SECURITIES OFFERED HAVE BEEN SOLD OR
WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD SHALL BE
DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION
STATEMENT AND TO BE A PART HEREOF FROM THE DATE OF FILING OF
SUCH DOCUMENTS.


ITEM 4.  DESCRIPTION OF SECURITIES
------
    The information required by Item 202 of Regulation S-K is
set forth in the description of the Common Stock included in the
Prospectus incorporated by reference under Item 3 hereof, such
description being incorporated by reference herein.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------
       Article XIII of the Charter of the Company sets forth
circumstances under which directors, officers, employees and
agents shall or may be indemnified against liability which they
incur in their capacities as follows:
<PAGE>
            ARTICLE XIII - Indemnification

     (A)  Except as provided in Section (B) of this Article, the
Company shall indemnify a director who is made a party to any
threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative
("proceeding"), because he is or was a director against
liability incurred in such proceeding if (1) he conducted
himself in good faith; (2) he reasonably believed, (a) in the
case of conduct in his official capacity with the Company, that
his conduct was in the Company's best interest and, (b) in all
other cases, that his conduct was at least not opposed to its
best interests; and, (3) in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful.

     The Company shall further indemnify any director and any
officer who is not a director who was wholly successful, on the
merits or otherwise, in the defense of any proceedings to which
he was a party because he is or was a director of the Company
against reasonable expenses incurred by him in connection with
the proceeding.

<PAGE>
<PAGE>
     (B)  The Company shall not indemnify a director in
connection with a proceeding by or in the right of the Company
in which the director was adjudged liable to the Company or
in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him.

     (C)  The Company may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding
in advance of final disposition of the proceeding if (1)
the director furnishes the Company a written affirmation of his
good faith belief that he has met the standard of conduct set
forth in Section (A) of this Article; (2) he provides the
Company a written undertaking, executed personally or on his
behalf, to repay the advance if it is ultimately determined that
he is not entitled to indemnification; and (3) a determination
is made that the facts then known to those making the
determination would not preclude indemnification under this
Article XIII.

     (D)  The Company may not indemnify a director hereunder
unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible in
the circumstances because he has met the standard set forth in
Section (A) of this Article XIII.  The determination shall be
made:

          (1)  By the board of directors by majority vote of a
quorum consisting of directors not at the time parties to the
proceeding;

          (2)  If a quorum cannot be obtained under Subsection
(1) of this Section, by majority vote of a committee duly
designated by the board of directors (in which designation
directors who are parties may participate), consisting solely of
two or more directors not at the time parties to the proceeding;

          (3)  By independent special legal counsel;

               (a)  Selected by the board of directors or its
          committee in the manner prescribed in Subsections (1)
          or (2) of this Section;

               (b)  If a quorum of the board of directors cannot
          be obtained under Subsection (1) of this Section and a
          committee cannot be designated under Subsection (2) of
          this Section, selected by majority vote of the full
          board of directors (in which selection directors who
          are parties may participate); or

          (4)  By the shareholders, but shares owned by or voted
under the control of directors who are at the time parties to
the proceeding may not be voted on the determination.

     (E)  Authorization of indemnification and evaluation that
indemnification is permissible shall be made in the same manner
as the determination that indemnification is permissible, except
that, if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled
under Subsection (3) of this Section to select counsel.

     (F)  The Company may indemnify and advance expenses to an
officer, employee or agent of the Company who is not a director
to the same extent as a director hereunder.

     (G)  The Company may purchase and maintain insurance on
behalf of an individual who is or was a director, officer,
employee, or agent of the Company, or who, while a director,
officer, employee, or agent of the Company, is or was serving at
the request of the Company as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, employee benefit plan
or other enterprise, against liability asserted against or
incurred by him in that capacity or arising from his status
as a director, officer, employee or agent, whether or not the
Company would have power to indemnify him against the same
liability hereunder.

     Article XII of the Company's Charter eliminates directors'
liability to the Company or its stockholders as follows:
<PAGE>
<PAGE>
       ARTICLE XII - ELIMINATION OF DIRECTORS' LIABILITY

     Directors of the Company shall have no liability to the
Company or its shareholders for monetary damages for breach of
fiduciary duty as a director, provided that this Article XII
shall not eliminate liability of a director (A) for any breach
of the director's duty of loyalty to the Company or its
shareholders; (B) for acts or omissions that are not in good
faith or that involve intentional misconduct or a knowing
violation of law; or (C) for unlawful distributions under
Section 48-18-304 of the Tennessee Business Corporation Act.

     If the Tennessee Business Corporation Act is amended to
permit further elimination or limitation of the personal
liability of directors, then the liability of directors of the
Company shall be eliminated or limited to the fullest extent
permitted by the Tennessee Business Corporation Act, as so
amended.  Any repeal or modification of this Article XII or
applicable Tennessee law shall not adversely affect any right or
protection of a director of the Company existing at the time of
such repeal or modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
     Not applicable.

ITEM 8.  EXHIBITS
------
     The exhibits schedules filed as part of this Registration
Statement are as follows:  

     4.1  Newport Federal Savings and Loan Association 401(k)
          Retirement Plan (the "Plan"), Adoption Agreement
          #001, First, Second and Third Amendments to the Plan

     4.2  Summary Plan Description of the Plan
     
     4.3  Form of Investment Election to be made available to
          Plan Participants with respect to the investment of
          their accounts under the Plan

     5.1  Opinion of Housley Kantarian & Bronstein, P.C. as to
          the validity of the Common Stock being registered

     5.2  Favorable determination letter from the Internal
          Revenue Service dated May 10, 1990, regarding the
          tax-qualification of the Plan

     23.1 Consent of Housley Kantarian & Bronstein, P.C.
          (appears in their opinion filed as Exhibit 5.1)

     23.2 Consent of Independent Certified Public Accountants

     23.3 Consent of RP Financial, LC

     24   Power of Attorney (contained in the signature page
          to this Registration Statement)

     99.1 Copy of the Plan's most recent Annual Report, as
          filed with the Internal Revenue Service on Form 5500

ITEM 9.  UNDERTAKINGS
------
     1.   The undersigned registrant hereby undertakes:

          (a)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement --

               (i)  To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which

<PAGE>
<PAGE>
was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; 

               (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

          (b)  That, for the purpose of determining any
liability under the Securities Act of 1933,  each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering
thereof.

          (c)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

          (d) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of this
chapter at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need
not be furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph  and other
information necessary to ensure that all other information in
the prospectus is at least as current as the date of those
financial statements.  Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19
of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.

     2.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     3.   The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.

     4.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue. <PAGE>
<PAGE>
                      SIGNATURES


      Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Newport,
State of Tennessee, on December 4, 1997.
            
                       UNITED TENNESSEE BANKSHARES, INC.
   

                       By /s/ Richard G. Harwood
                          ---------------------------- 
                          Richard G. Harwood
                          President and Chief Executive Officer
                          (Duly Authorized Representative)
 
     We, the undersigned Directors of United Tennessee
Bankshares, Inc., hereby severally constitute and appoint
Richard G. Harwood, with full power of substitution, our true
and lawful attorney and agent, to do any and all things in our
names in the capacity indicated below which said Richard G.
Harwood may deem necessary or advisable to enable United
Tennessee Bankshares, Inc. to comply with Securities Act of
1933, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with the
registration of United Tennessee Bankshares, Inc. common stock,
including specifically, but not limited to, power and authority
to sign for us in our names in the capacities indicated below,
the Registration Statement and any and all amendments (including
post-effective amendments) thereto; and we hereby ratify and
confirm all that said Richard G. Harwood shall do or cause to be
done by virtue thereof.

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

</TABLE>
<TABLE>
<CAPTION>
 Signatures                   Title                          Date
----------                    -----                          -----
<S>                           <C>                            <C>
/s/Richard G. Harwood   President, Chief Executive Officer 
---------------------   and Director                         December 4, 1997
Richard G. Harwood      (Principal Executive, Financial, 
                        and Accounting Officer)

/s/ J. William Myers    Chairman of the Board                December 4, 1997
--------------------          Director
J. William Myers

/s/ Clyde E. Driskill, Jr.    Director                       December 4, 1997
-------------------------
Clyde E. Driskill, Jr.

/s/ William B. Henry          Director                       December 4, 1997
--------------------
William B. Henry

/s/ Robert L. Overholt        Director                       December 4, 1997
----------------------
Robert L. Overholt

/s/ Robert D. Self            Director                       December 4, 1997
------------------
Robert D. Self
</TABLE>


<PAGE>
  Pursuant to the requirements of the Securities Act of 1933,
the undersigned trustee of the Newport Federal Savings and Loan
Association 401(k) Retirement Plan has duly caused this
Registration Statement to be signed in the City of Newport,
State of Tennessee, on December 4, 1997.


                    Home Federal Bank of Tennessee, 
                    as Trustee of The Newport
                    Federal Savings And Loan Association 401(k)
                    Retirement Plan


                    By /s/ William B. McGhee 
                       -----------------------------
                       Its Assistant Vice President              
                       ----------------------------
<PAGE>
<PAGE>    
                   INDEX TO EXHIBITS

                                                     
              
Exhibit      Description                       
-------      -----------    

4.1          Newport Federal Savings and Loan Association
             401(k) Retirement Plan (the "Plan"), Adoption
             Agreement #001, First, Second and Third Amendments
             to the Plan
          
4.2          Summary Plan Description of the Plan
                
4.3          Form of Investment Election to be made available
             to Plan Participants with respect to the
             investment of their accounts under the Plan
          
5.1          Opinion of Housley Kantarian & Bronstein, P.C. as
             to the validity of the Common Stock being
             registered
          
5.2          Favorable determination letter from the Internal
             Revenue Service dated May 10, 1990, regarding the
             tax-qualification of the Plan
          
23.1         Consent of Housley Kantarian & Bronstein, P.C.
             (appears in their opinion filed as Exhibit 5.1)
          
23.2         Consent of Independent Certified Public
             Accountants
          
23.3         Consent of RP Financial, LC
          
24           Power of Attorney (contained in the signature page
             to this Registration Statement)
          
99.1         Copy of the Plan's most recent Annual Report, as
             filed with the Internal Revenue Service on Form
             5500
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26319}]
{"company-data": {"conformed-name": "UNITED TENNESSEE BANKSHARES INC", "cik": "0001045689", "assigned-sic": "6035", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41571", "film-number": "97733082"}, "business-address": {"street1": "344 BROADWAY", "city": "NEWPORT", "state": "TN", "zip": "37821", "phone": "4236236088"}, "mail-address": {"street1": "344 BROADWAY", "city": "NEWPORT", "state": "TN", "zip": "37821"}}
As filed with the Securities and Exchange Commission 
                        on December 5, 1997
                                   Registration No. 333-_____
________________________________________________________________

          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549
        _______________________________________
                       FORM S-8
             REGISTRATION STATEMENT UNDER
              THE SECURITIES ACT OF 1933
        _______________________________________

           UNITED TENNESSEE BANKSHARES, INC.
           ---------------------------------
(Exact name of registrant as specified in its charter)

      Tennessee                            To be Applied For  
-------------------------------            -------------------
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)             (Identification No.)

                     344 Broadway
             Newport, Tennessee 37821-0249
                    (423) 623-6088
             -----------------------------                      
        (Address of Principal Executive Office)

    Newport Federal Savings and Loan Association 401(k) 
                      Retirement Plan
    ---------------------------------------------------
               (Full title of the plan)

                           
                                         with copies to:
Richard Harwood, President            Gary R. Bronstein, Esquire
United Bankshares, Inc.               J. Mark Poerio, Esquire
344 Broadway, P. O. Box 249           K. Scott Fife, Esquire
Newport, Tennessee 37821-0249         Housley Kantarian and
-----------------------------         Bronstein, P.C.
(Name and address of agent for        1220 19th Street, N.W., 
 service)                             Suite 700
                                      Washington, D.C. 20036

                    (423) 623-6088
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)

            CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
==============================================================================
Title of                            Proposed Maximum  Proposed Maximum    Amount of
Securities to         Amount to be   Offering Price  Aggregate Offering Registration
be registered(1)      registered(2)    Per Share(3)       Price(4)          Fee
------------------------------------------------------------------------------------
Common Stock            73,600            $10            $736,000         $217.12
===================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests available pursuant to the
Newport Federal Savings and Loan Association 401(k) Retirement
Plan (the "Plan"), as described herein.
(2) Estimates the maximum number of shares expected to be
issued under the Plan assuming that all employer and employee
contributions to the Plan are used to purchase shares of common
stock of United Tennessee Bankshares, Inc. in the conversion of
Newport Federal Savings and Loan Association from mutual to
stock form ("Conversion"), together with an indeterminate number
of shares which may be necessary to adjust the number of
additional shares of common stock reserved for issuance pursuant
to the Plan and being registered herein, as the result of a
stock split, stock dividend, reclassification, recapitalization
or similar adjustment(s) of the common stock of United Tennessee
Bankshares, Inc.
(3) Estimated solely for the purpose of calculating the
registration fee and calculated pursuant to Rule 457(c) based on
maximum subscription price of $10.00 per share of the common
stock of United Tennessee Bankshares, Inc., as currently offered
in the Conversion.
(4)      Estimated based on (2) and (3) above.
    THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933.
PART I

 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------
ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

    *This Registration Statement relates to the registration
of 73,600 shares of common stock of United Tennessee Bankshares,
Inc. (the "Company") reserved for issuance and delivery under
the Newport Federal Savings and Loan Association 401(k)
Retirement Plan (the "Plan").  Documents containing the
information required by Part I of this Registration Statement
will be sent or given to participants in the Plan as specified
by Rule 428(b)(1).  Such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424, in reliance on Rule
428.

                       PART II 

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------
    The Company became subject to the informational
requirements of the Securities Exchange Act of 1934 (the "1934
Act") on January 1, 1998 and, accordingly, will be filing
periodic reports and other information with the Commission. 
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies
may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.

    The following document filed by the Company is
incorporated in this Registration Statement by reference: the
Company's Prospectus dated November 12, 1997, filed pursuant to
Rule 424(b) (the "Prospectus") (Commission File No. 333-36465).

    ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY AND FOR
THE PLAN PURSUANT TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AFTER THE DATE
HEREOF AND PRIOR TO THE FILING OF A POST-EFFECTIVE AMENDMENT
WHICH INDICATES THAT ALL SECURITIES OFFERED HAVE BEEN SOLD OR
WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD SHALL BE
DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION
STATEMENT AND TO BE A PART HEREOF FROM THE DATE OF FILING OF
SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------
    The information required by Item 202 of Regulation S-K is
set forth in the description of the Common Stock included in the
Prospectus incorporated by reference under Item 3 hereof, such
description being incorporated by reference herein.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------
       Article XIII of the Charter of the Company sets forth
circumstances under which directors, officers, employees and
agents shall or may be indemnified against liability which they
incur in their capacities as follows:
ARTICLE XIII - Indemnification

     (A)  Except as provided in Section (B) of this Article, the
Company shall indemnify a director who is made a party to any
threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative
("proceeding"), because he is or was a director against
liability incurred in such proceeding if (1) he conducted
himself in good faith; (2) he reasonably believed, (a) in the
case of conduct in his official capacity with the Company, that
his conduct was in the Company's best interest and, (b) in all
other cases, that his conduct was at least not opposed to its
best interests; and, (3) in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful.

     The Company shall further indemnify any director and any
officer who is not a director who was wholly successful, on the
merits or otherwise, in the defense of any proceedings to which
he was a party because he is or was a director of the Company
against reasonable expenses incurred by him in connection with
the proceeding.
(B)  The Company shall not indemnify a director in
connection with a proceeding by or in the right of the Company
in which the director was adjudged liable to the Company or
in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him.

     (C)  The Company may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding
in advance of final disposition of the proceeding if (1)
the director furnishes the Company a written affirmation of his
good faith belief that he has met the standard of conduct set
forth in Section (A) of this Article; (2) he provides the
Company a written undertaking, executed personally or on his
behalf, to repay the advance if it is ultimately determined that
he is not entitled to indemnification; and (3) a determination
is made that the facts then known to those making the
determination would not preclude indemnification under this
Article XIII.

     (D)  The Company may not indemnify a director hereunder
unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible in
the circumstances because he has met the standard set forth in
Section (A) of this Article XIII.  The determination shall be
made:

          (1)  By the board of directors by majority vote of a
quorum consisting of directors not at the time parties to the
proceeding;

          (2)  If a quorum cannot be obtained under Subsection
(1) of this Section, by majority vote of a committee duly
designated by the board of directors (in which designation
directors who are parties may participate), consisting solely of
two or more directors not at the time parties to the proceeding;

          (3)  By independent special legal counsel;

               (a)  Selected by the board of directors or its
          committee in the manner prescribed in Subsections (1)
          or (2) of this Section;

               (b)  If a quorum of the board of directors cannot
          be obtained under Subsection (1) of this Section and a
          committee cannot be designated under Subsection (2) of
          this Section, selected by majority vote of the full
          board of directors (in which selection directors who
          are parties may participate); or

          (4)  By the shareholders, but shares owned by or voted
under the control of directors who are at the time parties to
the proceeding may not be voted on the determination.

     (E)  Authorization of indemnification and evaluation that
indemnification is permissible shall be made in the same manner
as the determination that indemnification is permissible, except
that, if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled
under Subsection (3) of this Section to select counsel.

     (F)  The Company may indemnify and advance expenses to an
officer, employee or agent of the Company who is not a director
to the same extent as a director hereunder.

     (G)  The Company may purchase and maintain insurance on
behalf of an individual who is or was a director, officer,
employee, or agent of the Company, or who, while a director,
officer, employee, or agent of the Company, is or was serving at
the request of the Company as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, employee benefit plan
or other enterprise, against liability asserted against or
incurred by him in that capacity or arising from his status
as a director, officer, employee or agent, whether or not the
Company would have power to indemnify him against the same
liability hereunder.

     Article XII of the Company's Charter eliminates directors'
liability to the Company or its stockholders as follows:
ARTICLE XII - ELIMINATION OF DIRECTORS' LIABILITY

     Directors of the Company shall have no liability to the
Company or its shareholders for monetary damages for breach of
fiduciary duty as a director, provided that this Article XII
shall not eliminate liability of a director (A) for any breach
of the director's duty of loyalty to the Company or its
shareholders; (B) for acts or omissions that are not in good
faith or that involve intentional misconduct or a knowing
violation of law; or (C) for unlawful distributions under
Section 48-18-304 of the Tennessee Business Corporation Act.

     If the Tennessee Business Corporation Act is amended to
permit further elimination or limitation of the personal
liability of directors, then the liability of directors of the
Company shall be eliminated or limited to the fullest extent
permitted by the Tennessee Business Corporation Act, as so
amended.  Any repeal or modification of this Article XII or
applicable Tennessee law shall not adversely affect any right or
protection of a director of the Company existing at the time of
such repeal or modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
     Not applicable.

ITEM 8.  EXHIBITS
------
     The exhibits schedules filed as part of this Registration
Statement are as follows:  

     4.1  Newport Federal Savings and Loan Association 401(k)
          Retirement Plan (the "Plan"), Adoption Agreement
          #001, First, Second and Third Amendments to the Plan

     4.2  Summary Plan Description of the Plan
     
     4.3  Form of Investment Election to be made available to
          Plan Participants with respect to the investment of
          their accounts under the Plan

     5.1  Opinion of Housley Kantarian & Bronstein, P.C. as to
          the validity of the Common Stock being registered

     5.2  Favorable determination letter from the Internal
          Revenue Service dated May 10, 1990, regarding the
          tax-qualification of the Plan

     23.1 Consent of Housley Kantarian & Bronstein, P.C.
          (appears in their opinion filed as Exhibit 5.1)

     23.2 Consent of Independent Certified Public Accountants

     23.3 Consent of RP Financial, LC

     24   Power of Attorney (contained in the signature page
          to this Registration Statement)

     99.1 Copy of the Plan's most recent Annual Report, as
          filed with the Internal Revenue Service on Form 5500

ITEM 9.  UNDERTAKINGS
------
     1.   The undersigned registrant hereby undertakes:

          (a)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement --

               (i)  To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; 

               (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

          (b)  That, for the purpose of determining any
liability under the Securities Act of 1933,  each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering
thereof.

          (c)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

          (d) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of this
chapter at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need
not be furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph  and other
information necessary to ensure that all other information in
the prospectus is at least as current as the date of those
financial statements.  Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19
of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.

     2.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     3.   The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.

     4.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Newport,
State of Tennessee, on December 4, 1997.
            
                       UNITED TENNESSEE BANKSHARES, INC.
   

                       By /s/ Richard G. Harwood
                          ---------------------------- 
                          Richard G. Harwood
                          President and Chief Executive Officer
                          (Duly Authorized Representative)
 
     We, the undersigned Directors of United Tennessee
Bankshares, Inc., hereby severally constitute and appoint
Richard G. Harwood, with full power of substitution, our true
and lawful attorney and agent, to do any and all things in our
names in the capacity indicated below which said Richard G.
Harwood may deem necessary or advisable to enable United
Tennessee Bankshares, Inc. to comply with Securities Act of
1933, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with the
registration of United Tennessee Bankshares, Inc. common stock,
including specifically, but not limited to, power and authority
to sign for us in our names in the capacities indicated below,
the Registration Statement and any and all amendments (including
post-effective amendments) thereto; and we hereby ratify and
confirm all that said Richard G. Harwood shall do or cause to be
done by virtue thereof.

     Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signatures                   Title                          Date
----------                    -----                          -----
/s/Richard G. Harwood   President, Chief Executive Officer 
---------------------   and Director                         December 4, 1997
Richard G. Harwood      (Principal Executive, Financial, 
                        and Accounting Officer)

/s/ J. William Myers    Chairman of the Board                December 4, 1997
--------------------          Director
J. William Myers

/s/ Clyde E. Driskill, Jr.    Director                       December 4, 1997
-------------------------
Clyde E. Driskill, Jr.

/s/ William B. Henry          Director                       December 4, 1997
--------------------
William B. Henry

/s/ Robert L. Overholt        Director                       December 4, 1997
----------------------
Robert L. Overholt

/s/ Robert D. Self            Director                       December 4, 1997
------------------
Robert D. Self
Pursuant to the requirements of the Securities Act of 1933,
the undersigned trustee of the Newport Federal Savings and Loan
Association 401(k) Retirement Plan has duly caused this
Registration Statement to be signed in the City of Newport,
State of Tennessee, on December 4, 1997.

                    Home Federal Bank of Tennessee, 
                    as Trustee of The Newport
                    Federal Savings And Loan Association 401(k)
                    Retirement Plan

                    By /s/ William B. McGhee 
                       -----------------------------
                       Its Assistant Vice President              
                       ----------------------------
INDEX TO EXHIBITS

                                                     
              
Exhibit      Description                       
-------      -----------    

4.1          Newport Federal Savings and Loan Association
             401(k) Retirement Plan (the "Plan"), Adoption
             Agreement #001, First, Second and Third Amendments
             to the Plan
          
4.2          Summary Plan Description of the Plan
                
4.3          Form of Investment Election to be made available
             to Plan Participants with respect to the
             investment of their accounts under the Plan
          
5.1          Opinion of Housley Kantarian & Bronstein, P.C. as
             to the validity of the Common Stock being
             registered
          
5.2          Favorable determination letter from the Internal
             Revenue Service dated May 10, 1990, regarding the
             tax-qualification of the Plan
          
23.1         Consent of Housley Kantarian & Bronstein, P.C.
             (appears in their opinion filed as Exhibit 5.1)
          
23.2         Consent of Independent Certified Public
             Accountants
          
23.3         Consent of RP Financial, LC
          
24           Power of Attorney (contained in the signature page
             to this Registration Statement)
          
99.1         Copy of the Plan's most recent Annual Report, as
             filed with the Internal Revenue Service on Form
             5500