<PAGE>
<PAGE>
                                     Registration No. 333-______
      As filed with the Securities and Exchange Commission on
                        July 14, 1999
----------------------------------------------------------------

                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                           62-1710108
    -------------------------------          -------------------
    (State or Other Jurisdiction of          (I.R.S. Employer
    Incorporation or Organization)           Identification No.)

                         344 W. BROADWAY
                 NEWPORT, TENNESSEE  37821-0247
              ---------------------------------------
              (Address of Principal Executive Offices)

   UNITED TENNESSEE BANKSHARES, INC. MANAGEMENT RECOGNITION PLAN
     UNITED TENNESSEE BANKSHARES, INC. 1999 STOCK OPTION PLAN
----------------------------------------------------------------
                    (Full Title of the Plans)

                  RICHARD G. HARWOOD, PRESIDENT
                UNITED TENNESSEE BANKSHARES, INC.
                         344 W. BROADWAY
                 NEWPORT, TENNESSEE  37821-0247
              -------------------------------------
              (Name and Address of Agent For Service)

                        (423) 623-6088
----------------------------------------------------------------
 (Telephone Number, Including Area Code, of Agent For Service)

                          COPIES TO:
                  JAMES C. STEWART, ESQUIRE
                  DANIEL L. HOGANS, ESQUIRE
              HOUSLEY KANTARIAN & BRONSTEIN, P.C.
                1220 19th STREET N.W., SUITE 700
                   WASHINGTON, D.C.  20036
                        (202) 822-9611

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================
Title Of Securities       Amount       Proposed Maximum      Proposed Maximum      Amount Of
     To Be                 To Be        Offering Price      Aggregate Offering   Registration
  Registered            Registered        Per Share               Price              Fee
-------------------------------------------------------------------------------------------------
     <S>                    <C>             <C>                  <C>                  <C>
  Common Stock,
   no par value         203,665 (1)          (2)                $2,317,684.91 (2)    $644.32
=================================================================================================
<FN>
(1)  Maximum number of shares issuable under the United Tennessee Bankshares, Inc. Management
     Recognition Plan (58,190 shares) and the United Tennessee Bankshares, Inc. 1999 Stock Option
     Plan (145,475 shares), as such amounts may be increased in accordance with said plans in the
     event of a merger, consolidation, recapitalization or similar event involving the
     Registrant.
(2)  Under Rule 457(h) the registration fee may be calculated, inter alia, based upon the
     exercise price ($11.28125)for shares covered by outstanding options (132,237) and for the
     remaining shares (71,428) based on the average of the bid and ask price of the common
     stock of the Registrant as reported on the Nasdaq SmallCapSMMarket on July 13, 1999 of
     $11.5625 per share ($2,317,684.91 in the aggregate).
</FN>
</TABLE>
<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*

         *Documents containing the information required by Part
I of this Registration Statement will be sent or given to
participants in the United Tennessee Bankshares, Inc. Management
Recognition Plan and the United Tennessee Bankshares, Inc. 1999
Stock Option Plan (together, the "Plans") in accordance with
Rule 428(b)(1).  In accordance with Note to Part I of Form S-8,
such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registra-
tion Statement or as prospectuses or prospectus supplements.

                           PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

         United Tennessee Bankshares, Inc. (the "Company") is
subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act") and, accor-
dingly, files 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 Commission also
maintains a Web site that contains reports, proxy and infor-
mation statements and other information regarding registrants
that file electronically with the Commission, including the
Company.  The address for the Commission's Web site is
"http://www.sec.gov".

         The following documents are incorporated by reference
in this Registration Statement:

         (a)  The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1998 (Commission File No.
0-23551).

         (b)  The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1999 (Commission File No. 0-23551).

         (c)  The Company's Current Reports on Form 8-K filed
January 26, 1999, May 4, 1999 and June 15, 1999. (Commission
File No. 0-23551).

         (d)  The description of the Company's securities
contained in the Company's Registration Statement on Form 8-A
filed December 27, 1997 (Commission File No. 0-23551).

         ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY
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 TERMINATION OF THE OFFERING OF THE
SHARES OF COMMON STOCK, NO PAR VALUE ("COMMON STOCK") 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.
                              1

<PAGE>
<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES
------

         Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

         Directors, officers and employees of the Company and/or
the Bank may be entitled to benefit from the indemnification
provisions contained in the Tennessee Business Corporation Act
(the "TBCA"), the Company's Charter and federal regulations
applicable to the Bank.  Sections  48-18-501 through 48-18-508
of the TBCA set forth circumstances under which directors,
officers, employees and agents may be insured or indemnified
against liability which they may incur in their capacities.

TENNESSEE BUSINESS CORPORATION ACT

         48-18-501     DEFINITIONS. -- In this part:

         (1)  "Corporation" includes any domestic or foreign
predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction;

         (2)  "Director" means an individual who is or was a
director of a corporation, including individuals acting pursuant
to Section 48-18-101, or an individual who, while a director of
a
corporation, is or was serving at the corporation's request as a
director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise.  A
director is considered to be serving an employee benefit plan at
the corporation's request if his duties to the corporation also
impose duties on, or otherwise involve services by him to the
plan or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires otherwise, the
estate or personal representative of a director;

         (3)  "Expenses" includes counsel fees;

         (4)  "Liability" means the obligation to pay a
judgment, settlement, penalty, fine (including an excise tax
assessed with respect to an employee benefit plan), or
reasonable expenses incurred with respect to a proceeding;

         (5)  "Official capacity" means:

         (A)  When used with respect to a director, the office
of director in a corporation; and

         (B)  When used with respect to an individual other than
a director, as contemplated in Section 48-18-507, the office in
a corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf of
the corporation.  "Official capacity" does not include service
for any other foreign or domestic corporation or any partner-
ship, joint venture, trust, employee benefit plan, or other
enterprise;

         (6)  "Party" includes an individual who was, is , or is
threatened to be made a named defendant or respondent in a
proceeding; and
         (7)  "Proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.


                                 2

<PAGE>
<PAGE>

    48-18-502     AUTHORITY TO INDEMNIFY. -- (a)  Except as
provided in subsection (d), a corporation may indemnify an
individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if:

         (1)  He conducted himself in good faith; and

         (2)  He reasonably believed:

         (A)  In the case of conduct in his official capacity
with the corporation, that his conduct was in its 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.

         (b)  A director's conduct with respect to an employee
benefit plan for a purpose he reasonably believed to be in the
interests of the participants in and beneficiaries of the plan
is conduct that satisfies the requirement of subdivision
(a)(2)(B).

         (c)  The termination of a proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent is not, of itself, determinative that the
director did not meet the standard of conduct described in this
section.

         (d)  A corporation may not indemnify a director under
this section:

         (1)  In connection with a proceeding by or in the right
of the corporation in which the director was adjudged liable to
the corporation; or

         (2)  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.

         48-18-503     MANDATORY INDEMNIFICATION. -- Unless
limited by its charter, a corporation shall indemnify a director
who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which he was a party because he is
or was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding.

         48-18-504     ADVANCE FOR EXPENSES. -- (a)  A
corporation 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 corporation a written
affirmation of his good faith belief that he has met the
standard of conduct described in Section 48-18-502;

         (2)  The director furnishes the corporation 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 part.


         (b)  The undertaking required by subsection (a)(2) must
be an unlimited general obligation of the director but need not
be secured and may be accepted without reference to financial
ability to make repayment.


                                 3

<PAGE>
<PAGE>
         (c)  Determinations and authorizations of payments
under this section shall be made in the manner specified in
Section 48-18-506.

         48-18-505     COURT ORDERED INDEMNIFICATION. -- Unless
a corporation's charter provides otherwise, a director of the
corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to
another court of competent jurisdiction.  On receipt of an
application, the court, after giving any notice the court
considers necessary, may order indemnification if it determines:

         (1)  The director is entitled to mandatory indemnifi-
cation under Section 48-18-503, in which case the court shall
also order the corporation to pay the director's reasonable
expenses incurred to obtain court-ordered indemnification; or

         (2)  The director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances,
whether or not he met the standard of conduct set forth in
Section 48-18-502 or was adjudged liable as described in Section
48-18-502(d), but if he was adjudged so liable his
indemnification is limited to reasonable expenses incurred.

         48-18-506     DETERMINATION AND AUTHORIZATION OF
INDEMNIFICATION. -- (a)  A corporation may not indemnify a
director under Section 48-18-502 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 of conduct set forth in Section 48-18-502.

         (b)  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 subdivision
(1), by majority vote of a committee duly designated by the
board of director (in which designation directors who are
parties may participate), consisting solely of two (2) 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 subdivision (1) or (2); or

         (B)  If a quorum of the board of directors cannot be
obtained under subdivision (1) and a committee cannot be
designated under subdivision (2), 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.

         (c)  Authorization of the indemnification and evalua-
tion as to reasonableness of expenses 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
subdivision (b)(3) to select counsel.

         48-18-507     INDEMNIFICATION OF OFFICERS, EMPLOYEES,
AND AGENTS. -- Unless a corporation's charter provides
otherwise:

                                 4

<PAGE>

         (1)  An officer of the corporation who is not a
director is entitled to mandatory indemnification under Section
48-18-503, and is entitled to apply for court-ordered
indemnification under Section 48-18-505, in each case to the
same extent as a director;

         (2)  The corporation may indemnify and advance expenses
under this part to an officer, employee, or agent of the
corporation who is not a director to the same extent as to a
director; and

         (3)  A corporation may also indemnify and advance
expenses to an officer, employee, or agent who is not a director
to the extent, consistent with public policy, that may be
provided by its charter, bylaws, general or specific action of
its board of directors, or contract.

         48-18-508     INSURANCE. -- A corporation may purchase
and maintain insurance on behalf of an individual who is or was
a director, officer, employee, or agent of the corporation,
or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, 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 corporation would have
power to indemnify him against the same liability under Section
48-18-502 or Section 48-18-503.

         CHARTER OF THE COMPANY

         Article XIII of the Company's Charter sets forth
circumstances under which directors,
officers, employees and agents may be insured or indemnified
against liability which they may
incur in their capacities.

ARTICLE XIII - INDEMNIFICATION

         (A)  Except as provided in Section (B) of this Article,
the Corporation 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
Corporation, that his conduct was in the Corporation'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 Corporation 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
Corporation against reasonable expenses incurred by him in
connection with the proceeding.

         (B)  The Corporation shall not indemnify a director in
connection with a proceeding by or in the right of the
Corporation in which the director was adjudged liable to the
Corporation 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 Corporation 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 Corporation 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
Corporation 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 Corporation 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:


                                 5

<PAGE>
<PAGE>

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

         (G)  The Corporation may purchase and maintain
insurance on behalf of an individual who is or was a director,
officer, employee, or agent of the Corporation, or who, while a
director, officer, employee, or agent of the Corporation, is or
was serving at the request of the Corporation 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 Corporation would have power to indemnify him against the
same liability hereunder.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

         Not Applicable.

ITEM 8.  EXHIBITS
------

         For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.

ITEM 9.  UNDERTAKINGS
------

         The undersigned registrant hereby undertakes:

              (1)  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;


                                 6

<PAGE>
<PAGE>

                   (ii)  To reflect in the prospectus any facts
              or events which, individually or together,
              represent a fundamental change in the information
              set forth in the registration statement.   Not-
              withstanding 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 devia-
              tion from the low or high end of the estimated
              maximum offering range may be reflected in the
              form of prospectus filed with the SEC 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 additional or changed
              material information on to the plan of distri-
              bution; provided, however, that paragraphs
              (a)(1)(i) and (a)(1)(ii) do not apply if the
              registration statement is on Form S-3 or S-8, and
              the information required to be included in a post-
              effective amendment is incorporated by reference
              from the periodic reports filed by the small
              business issuer under the Securities Exchange Act
              of 1934.

              (2)  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 such securities at
         that time shall be deemed to be the initial bona fide
         offering thereof.

              (3) To file a post-effective amendment to remove
         from registration any of the securities that remain
         unsold at the end of the offering.

         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.

         Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the small business issuer 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 small
business issuer 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.


                                 7

<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 July 12, 1999.


                      UNITED TENNESSEE BANKSHARES, INC.


                       By: /s/ Richard G. Harwood
                           -------------------------------------
                           Richard G. Harwood
                           President and Chief Executive Officer
                           (Duly Authorized Representative)


                       POWER OF ATTORNEY

         We, the undersigned Directors of United Tennessee
Bankshares, Inc., hereby severally constitute and appoint
Richard G. Harwood, who may act, with full power of substi-
tution, our true and lawful attorney and agent, to do any and
all things in our names in the capacities indicated below which
said Richard G. Harwood, who may act, may deem necessary or
advisable to enable United Tennessee Bankshares, Inc. to comply
with the 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>
<CAPTION>

     Signatures                              Title                                  Date
     ----------                              -----                                  ----
        <S>                                   <C>                                    <C>
/s/ Richard G. Harwood              President and Chief Executive              July 12, 1999
---------------------------       Officer, Director and Principal
Richard G. Harwood           Executive, Financial and Accounting Officer


/s/ J. William Myers                   Chairman of the Board                   July 12, 1999
---------------------------               of Directors
J. William Myers

/s/ Tommy C. Bible                            Director                         July 12, 1999
---------------------------
Tommy C. Bible

/s/ Clyde E. Driskill, Jr.                    Director                         July 12, 1999
---------------------------
Clyde E. Driskill, Jr.

/s/ William B. Henry                          Director                         July 12, 1999
---------------------------
William B. Henry

/s/ Ben W. Hooper, III                        Director                         July 12, 1999
 ---------------------------
Ben W. Hooper, III


                                              Director
---------------------------
Robert L. Overholt

/s/ Robert D. Self                            Director                         July 12, 1999
---------------------------
Robert D. Self

</TABLE>


<PAGE>
<PAGE>

                          INDEX TO EXHIBITS


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

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

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

   23.2           Consent of Pugh & Company, P.C.

   24             Power of Attorney (contained in the signature
                  page to this registration statement)

   99.1           United Tennessee Bankshares, Inc. Management
                  Recognition Plan and associated trust
                  agreement

   99.2           United Tennessee Bankshares, Inc. 1999 Stock
                  Option Plan

   99.3           Form of Stock Option Agreement to be entered
                  into with Optionees with respect to Incentive
                  Stock Options granted under the United
                  Tennessee Bankshares, Inc. 1999 Stock
                  Option Plan

   99.4           Form of Stock Option Agreement to be entered
                  into with Optionees with respect to
                  Non-Incentive Stock Options granted under the
                  United Tennessee Bankshares, Inc. 1999
                  Stock Option Plan

   99.5           Form of Agreement to be entered into with
                  Optionees with respect to Stock Appreciation
                  Rights granted under the United Tennessee
                  Bankshares, Inc. 1999 Stock Option Plan

   99.6           Notice of MRP Award

   99.7           Memorandum concerning taxation of MRP Awards,
                  and associated election form
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 33483}]
{"company-data": {"conformed-name": "UNITED TENNESSEE BANKSHARES INC", "cik": "0001045689", "assigned-sic": "6035", "irs-number": "621710108", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82803", "film-number": "99663987"}, "business-address": {"street1": "344 BROADWAY", "city": "NEWPORT", "state": "TN", "zip": "37821-0249", "phone": "4236236088"}, "mail-address": {"street1": "344 BROADWAY", "city": "NEWPORT", "state": "TN", "zip": "37821-0249"}}
Registration No. 333-______
      As filed with the Securities and Exchange Commission on
                        July 14, 1999
----------------------------------------------------------------

                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                           62-1710108
    -------------------------------          -------------------
    (State or Other Jurisdiction of          (I.R.S. Employer
    Incorporation or Organization)           Identification No.)

                         344 W. BROADWAY
                 NEWPORT, TENNESSEE  37821-0247
              ---------------------------------------
              (Address of Principal Executive Offices)

   UNITED TENNESSEE BANKSHARES, INC. MANAGEMENT RECOGNITION PLAN
     UNITED TENNESSEE BANKSHARES, INC. 1999 STOCK OPTION PLAN
----------------------------------------------------------------
                    (Full Title of the Plans)

                  RICHARD G. HARWOOD, PRESIDENT
                UNITED TENNESSEE BANKSHARES, INC.
                         344 W. BROADWAY
                 NEWPORT, TENNESSEE  37821-0247
              -------------------------------------
              (Name and Address of Agent For Service)

                        (423) 623-6088
----------------------------------------------------------------
 (Telephone Number, Including Area Code, of Agent For Service)

                          COPIES TO:
                  JAMES C. STEWART, ESQUIRE
                  DANIEL L. HOGANS, ESQUIRE
              HOUSLEY KANTARIAN & BRONSTEIN, P.C.
                1220 19th STREET N.W., SUITE 700
                   WASHINGTON, D.C.  20036
                        (202) 822-9611

                       CALCULATION OF REGISTRATION FEE
==============================================================================
Title Of Securities       Amount       Proposed Maximum      Proposed Maximum      Amount Of
     To Be                 To Be        Offering Price      Aggregate Offering   Registration
  Registered            Registered        Per Share               Price              Fee
-------------------------------------------------------------------------------------------------
Common Stock,
   no par value         203,665 (1)          (2)                $2,317,684.91 (2)    $644.32
=================================================================================================
(1)  Maximum number of shares issuable under the United Tennessee Bankshares, Inc. Management
     Recognition Plan (58,190 shares) and the United Tennessee Bankshares, Inc. 1999 Stock Option
     Plan (145,475 shares), as such amounts may be increased in accordance with said plans in the
     event of a merger, consolidation, recapitalization or similar event involving the
     Registrant.
(2)  Under Rule 457(h) the registration fee may be calculated, inter alia, based upon the
     exercise price ($11.28125)for shares covered by outstanding options (132,237) and for the
     remaining shares (71,428) based on the average of the bid and ask price of the common
     stock of the Registrant as reported on the Nasdaq SmallCapSMMarket on July 13, 1999 of
     $11.5625 per share ($2,317,684.91 in the aggregate).
PART I

             INFORMATION REQUIRED IN THE SECTION
                       10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

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

         *Documents containing the information required by Part
I of this Registration Statement will be sent or given to
participants in the United Tennessee Bankshares, Inc. Management
Recognition Plan and the United Tennessee Bankshares, Inc. 1999
Stock Option Plan (together, the "Plans") in accordance with
Rule 428(b)(1).  In accordance with Note to Part I of Form S-8,
such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registra-
tion Statement or as prospectuses or prospectus supplements.

                           PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

         United Tennessee Bankshares, Inc. (the "Company") is
subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act") and, accor-
dingly, files 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 Commission also
maintains a Web site that contains reports, proxy and infor-
mation statements and other information regarding registrants
that file electronically with the Commission, including the
Company.  The address for the Commission's Web site is
"http://www.sec.gov".

         The following documents are incorporated by reference
in this Registration Statement:

         (a)  The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1998 (Commission File No.
0-23551).

         (b)  The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1999 (Commission File No. 0-23551).

         (c)  The Company's Current Reports on Form 8-K filed
January 26, 1999, May 4, 1999 and June 15, 1999. (Commission
File No. 0-23551).

         (d)  The description of the Company's securities
contained in the Company's Registration Statement on Form 8-A
filed December 27, 1997 (Commission File No. 0-23551).

         ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY
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 TERMINATION OF THE OFFERING OF THE
SHARES OF COMMON STOCK, NO PAR VALUE ("COMMON STOCK") 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.
                              1
ITEM 4.  DESCRIPTION OF SECURITIES
------

         Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

         Directors, officers and employees of the Company and/or
the Bank may be entitled to benefit from the indemnification
provisions contained in the Tennessee Business Corporation Act
(the "TBCA"), the Company's Charter and federal regulations
applicable to the Bank.  Sections  48-18-501 through 48-18-508
of the TBCA set forth circumstances under which directors,
officers, employees and agents may be insured or indemnified
against liability which they may incur in their capacities.

TENNESSEE BUSINESS CORPORATION ACT

         48-18-501     DEFINITIONS. -- In this part:

         (1)  "Corporation" includes any domestic or foreign
predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction;

         (2)  "Director" means an individual who is or was a
director of a corporation, including individuals acting pursuant
to Section 48-18-101, or an individual who, while a director of
a
corporation, is or was serving at the corporation's request as a
director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise.  A
director is considered to be serving an employee benefit plan at
the corporation's request if his duties to the corporation also
impose duties on, or otherwise involve services by him to the
plan or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires otherwise, the
estate or personal representative of a director;

         (3)  "Expenses" includes counsel fees;

         (4)  "Liability" means the obligation to pay a
judgment, settlement, penalty, fine (including an excise tax
assessed with respect to an employee benefit plan), or
reasonable expenses incurred with respect to a proceeding;

         (5)  "Official capacity" means:

         (A)  When used with respect to a director, the office
of director in a corporation; and

         (B)  When used with respect to an individual other than
a director, as contemplated in Section 48-18-507, the office in
a corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf of
the corporation.  "Official capacity" does not include service
for any other foreign or domestic corporation or any partner-
ship, joint venture, trust, employee benefit plan, or other
enterprise;

         (6)  "Party" includes an individual who was, is , or is
threatened to be made a named defendant or respondent in a
proceeding; and
         (7)  "Proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.

                                 2
48-18-502     AUTHORITY TO INDEMNIFY. -- (a)  Except as
provided in subsection (d), a corporation may indemnify an
individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if:

         (1)  He conducted himself in good faith; and

         (2)  He reasonably believed:

         (A)  In the case of conduct in his official capacity
with the corporation, that his conduct was in its 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.

         (b)  A director's conduct with respect to an employee
benefit plan for a purpose he reasonably believed to be in the
interests of the participants in and beneficiaries of the plan
is conduct that satisfies the requirement of subdivision
(a)(2)(B).

         (c)  The termination of a proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent is not, of itself, determinative that the
director did not meet the standard of conduct described in this
section.

         (d)  A corporation may not indemnify a director under
this section:

         (1)  In connection with a proceeding by or in the right
of the corporation in which the director was adjudged liable to
the corporation; or

         (2)  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.

         48-18-503     MANDATORY INDEMNIFICATION. -- Unless
limited by its charter, a corporation shall indemnify a director
who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which he was a party because he is
or was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding.

         48-18-504     ADVANCE FOR EXPENSES. -- (a)  A
corporation 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 corporation a written
affirmation of his good faith belief that he has met the
standard of conduct described in Section 48-18-502;

         (2)  The director furnishes the corporation 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 part.

         (b)  The undertaking required by subsection (a)(2) must
be an unlimited general obligation of the director but need not
be secured and may be accepted without reference to financial
ability to make repayment.

                                 3
(c)  Determinations and authorizations of payments
under this section shall be made in the manner specified in
Section 48-18-506.

         48-18-505     COURT ORDERED INDEMNIFICATION. -- Unless
a corporation's charter provides otherwise, a director of the
corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to
another court of competent jurisdiction.  On receipt of an
application, the court, after giving any notice the court
considers necessary, may order indemnification if it determines:

         (1)  The director is entitled to mandatory indemnifi-
cation under Section 48-18-503, in which case the court shall
also order the corporation to pay the director's reasonable
expenses incurred to obtain court-ordered indemnification; or

         (2)  The director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances,
whether or not he met the standard of conduct set forth in
Section 48-18-502 or was adjudged liable as described in Section
48-18-502(d), but if he was adjudged so liable his
indemnification is limited to reasonable expenses incurred.

         48-18-506     DETERMINATION AND AUTHORIZATION OF
INDEMNIFICATION. -- (a)  A corporation may not indemnify a
director under Section 48-18-502 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 of conduct set forth in Section 48-18-502.

         (b)  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 subdivision
(1), by majority vote of a committee duly designated by the
board of director (in which designation directors who are
parties may participate), consisting solely of two (2) 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 subdivision (1) or (2); or

         (B)  If a quorum of the board of directors cannot be
obtained under subdivision (1) and a committee cannot be
designated under subdivision (2), 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.

         (c)  Authorization of the indemnification and evalua-
tion as to reasonableness of expenses 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
subdivision (b)(3) to select counsel.

         48-18-507     INDEMNIFICATION OF OFFICERS, EMPLOYEES,
AND AGENTS. -- Unless a corporation's charter provides
otherwise:

                                 4
(1)  An officer of the corporation who is not a
director is entitled to mandatory indemnification under Section
48-18-503, and is entitled to apply for court-ordered
indemnification under Section 48-18-505, in each case to the
same extent as a director;

         (2)  The corporation may indemnify and advance expenses
under this part to an officer, employee, or agent of the
corporation who is not a director to the same extent as to a
director; and

         (3)  A corporation may also indemnify and advance
expenses to an officer, employee, or agent who is not a director
to the extent, consistent with public policy, that may be
provided by its charter, bylaws, general or specific action of
its board of directors, or contract.

         48-18-508     INSURANCE. -- A corporation may purchase
and maintain insurance on behalf of an individual who is or was
a director, officer, employee, or agent of the corporation,
or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, 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 corporation would have
power to indemnify him against the same liability under Section
48-18-502 or Section 48-18-503.

         CHARTER OF THE COMPANY

         Article XIII of the Company's Charter sets forth
circumstances under which directors,
officers, employees and agents may be insured or indemnified
against liability which they may
incur in their capacities.

ARTICLE XIII - INDEMNIFICATION

         (A)  Except as provided in Section (B) of this Article,
the Corporation 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
Corporation, that his conduct was in the Corporation'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 Corporation 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
Corporation against reasonable expenses incurred by him in
connection with the proceeding.

         (B)  The Corporation shall not indemnify a director in
connection with a proceeding by or in the right of the
Corporation in which the director was adjudged liable to the
Corporation 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 Corporation 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 Corporation 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
Corporation 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 Corporation 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:

                                 5
(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 Corporation may indemnify and advance expenses
to an officer, employee or agent of the Corporation who is not a
director to the same extent as a director hereunder.

         (G)  The Corporation may purchase and maintain
insurance on behalf of an individual who is or was a director,
officer, employee, or agent of the Corporation, or who, while a
director, officer, employee, or agent of the Corporation, is or
was serving at the request of the Corporation 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 Corporation would have power to indemnify him against the
same liability hereunder.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

         Not Applicable.

ITEM 8.  EXHIBITS
------

         For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.

ITEM 9.  UNDERTAKINGS
------

         The undersigned registrant hereby undertakes:

              (1)  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;

                                 6
(ii)  To reflect in the prospectus any facts
              or events which, individually or together,
              represent a fundamental change in the information
              set forth in the registration statement.   Not-
              withstanding 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 devia-
              tion from the low or high end of the estimated
              maximum offering range may be reflected in the
              form of prospectus filed with the SEC 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 additional or changed
              material information on to the plan of distri-
              bution; provided, however, that paragraphs
              (a)(1)(i) and (a)(1)(ii) do not apply if the
              registration statement is on Form S-3 or S-8, and
              the information required to be included in a post-
              effective amendment is incorporated by reference
              from the periodic reports filed by the small
              business issuer under the Securities Exchange Act
              of 1934.

              (2)  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 such securities at
         that time shall be deemed to be the initial bona fide
         offering thereof.

              (3) To file a post-effective amendment to remove
         from registration any of the securities that remain
         unsold at the end of the offering.

         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.

         Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the small business issuer 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 small
business issuer 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.

                                 7
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 July 12, 1999.

                      UNITED TENNESSEE BANKSHARES, INC.

                       By: /s/ Richard G. Harwood
                           -------------------------------------
                           Richard G. Harwood
                           President and Chief Executive Officer
                           (Duly Authorized Representative)

                       POWER OF ATTORNEY

         We, the undersigned Directors of United Tennessee
Bankshares, Inc., hereby severally constitute and appoint
Richard G. Harwood, who may act, with full power of substi-
tution, our true and lawful attorney and agent, to do any and
all things in our names in the capacities indicated below which
said Richard G. Harwood, who may act, may deem necessary or
advisable to enable United Tennessee Bankshares, Inc. to comply
with the 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 and Chief Executive              July 12, 1999
---------------------------       Officer, Director and Principal
Richard G. Harwood           Executive, Financial and Accounting Officer

/s/ J. William Myers                   Chairman of the Board                   July 12, 1999
---------------------------               of Directors
J. William Myers

/s/ Tommy C. Bible                            Director                         July 12, 1999
---------------------------
Tommy C. Bible

/s/ Clyde E. Driskill, Jr.                    Director                         July 12, 1999
---------------------------
Clyde E. Driskill, Jr.

/s/ William B. Henry                          Director                         July 12, 1999
---------------------------
William B. Henry

/s/ Ben W. Hooper, III                        Director                         July 12, 1999
 ---------------------------
Ben W. Hooper, III

                                              Director
---------------------------
Robert L. Overholt

/s/ Robert D. Self                            Director                         July 12, 1999
---------------------------
Robert D. Self
INDEX TO EXHIBITS

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

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

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

   23.2           Consent of Pugh & Company, P.C.

   24             Power of Attorney (contained in the signature
                  page to this registration statement)

   99.1           United Tennessee Bankshares, Inc. Management
                  Recognition Plan and associated trust
                  agreement

   99.2           United Tennessee Bankshares, Inc. 1999 Stock
                  Option Plan

   99.3           Form of Stock Option Agreement to be entered
                  into with Optionees with respect to Incentive
                  Stock Options granted under the United
                  Tennessee Bankshares, Inc. 1999 Stock
                  Option Plan

   99.4           Form of Stock Option Agreement to be entered
                  into with Optionees with respect to
                  Non-Incentive Stock Options granted under the
                  United Tennessee Bankshares, Inc. 1999
                  Stock Option Plan

   99.5           Form of Agreement to be entered into with
                  Optionees with respect to Stock Appreciation
                  Rights granted under the United Tennessee
                  Bankshares, Inc. 1999 Stock Option Plan

   99.6           Notice of MRP Award

   99.7           Memorandum concerning taxation of MRP Awards,
                  and associated election form