As filed with the Securities and Exchange Commission on October 19, 2001
                                                    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
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   62-1710108
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                                 344 W. BROADWAY
                          NEWPORT, TENNESSEE 37821-0249
                                 (423) 623-6088
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

      NEWPORT FEDERAL SAVINGS AND LOAN ASSOCIATION LONG-TERM INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                          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
                STRADLEY RONON HOUSLEY KANTARIAN & BRONSTEIN, LLP
                         1220 19th Street NW, Suite 700
                              Washington, DC 20036
<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
=================================================================================================================
   Title Of                                        Proposed Maximum          Proposed Maximum      Amount Of
Securities To                 Amount To Be          Offering Price              Aggregate         Registration
Be Registered                 Registered(1)          Per Share(2)             Offering Price          Fee
-----------------------------------------------------------------------------------------------------------------
<S>                             <C>                  <C>                       <C>                    <C>
Common Stock,
no par value                    27,000               $   8.70                  $234,900               $58.73
=================================================================================================================
<FN>
     (1) Estimated  maximum number of shares  issuable under the Newport Federal
Savings  and  Loan   Association   Long-Term   Incentive   Plan  along  with  an
indeterminate  number of  additional  shares as may be  necessary  to adjust the
number of  shares  registered  hereunder  as a result  of a stock  split,  stock
dividend, recapitalization, reclassification or similar event.
     (2)  Pursuant to Rule  457(h)(1),  the shares are being  registered  hereby
based upon the  average  of the high and low  prices of the Common  Stock of the
Registrant  as  reported on the Nasdaq  SmallCap  MarketSM on October 9, 2001 of
$8.70 per share ($234,900 in the aggregate).
</FN>
</TABLE>
<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 up to 27,000
shares of Common Stock, no par value per share (the "Common  Stock"),  of United
Tennessee  Bankshares,  Inc. (the  "Company") that may be issued to participants
and their  beneficiaries  under the Newport Federal Savings and Loan Association
Long-Term  Incentive 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 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  Registration
Statement or as prospectuses or prospectus supplements.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the "1934  Act")  and,  accordingly,  files
periodic reports and other  information  with the Commission.  Reports 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
information  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  Quarterly  Report on Form 10-QSB for the quarter  ended
March 31, 2001 as filed with the Commission on May 15, 2001 (Commission File No.
000-23551).

     (b) The  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
June 30, 2001 as filed with the Commission on August 14, 2001  (Commission  File
No. 000-23551).

     (c) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
December 31, 2000 as filed with the Commission on April 2, 2001 (Commission File
No. 000-23551).

     (d) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Form  8-A  (Commission  File  No.  000-23551)  as  filed  with the
Commission pursuant to Section 12(g) of the 1934 Act and Rule 12b-15 promulgated
thereunder, on December 24, 1997 is incorporated by reference.

ALL  DOCUMENTS  SUBSEQUENTLY  FILED BY THE COMPANY  PURSUANT TO SECTIONS  13(A),
13(C),  14 AND 15(D) OF THE 1934 ACT,  AFTER  THE DATE  HEREOF  AND PRIOR TO THE
TERMINATION  OF THE OFFERING OF THE SHARES OF 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.

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

     The Common  Stock to be offered  pursuant  to the Plan has been  registered
under Section 12 of the 1934 Act. Accordingly, a description of the Common Stock
is not required herein.

<PAGE>


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 ss.  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 ss.  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 partnership,  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.

     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-
<PAGE>

     (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
inss.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.

     (c)  Determinations and authorizations of payments under this section shall
be made in the manner specified inss.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

                                      -3-
<PAGE>

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  indemnification  under  ss.
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 ss.  48-18-502 or was  adjudged  liable as described in ss.
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 ss. 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 ss. 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   evaluation   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:

     (1) An officer of the  corporation  who is not a director  is  entitled  to
mandatory  indemnification  under ss.  48-18-503,  and is  entitled to apply for
court-ordered  indemnification  under  ss.  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

                                      -4-
<PAGE>

     (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 ss. 48-18-502 or ss. 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:

          (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;

                                      -5-
<PAGE>

          (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.

     Articles XII of the Corporation's  Charter eliminates  directors' liability
to the Company or its shareholders as follows:

                ARTICLE XII - Elimination of Directors' Liability

     Directors of the Corporation  shall have no liability to the Corporation 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 Corporation
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 Corporation  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
Corporation existing at the time of such repeal or modification.

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

     Not Applicable.


                                      -6-
<PAGE>

ITEM 8.  EXHIBITS.
------

     The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:

5.1      Opinion of Stradley Ronon Stevens & Young, LLP as to the validity of
         the Common Stock being registered

23.1     Consent of Stradley Ronon Stevens & Young, LLP (appears in their
         opinion filed as Exhibit 5.1)

23.2     Consent of Pugh & Company, P.C.

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

99.1     Newport Federal Savings and Loan Association Long-Term Incentive Plan

ITEM 9.  UNDERTAKINGS.
------
         The undersigned small business issuer will:

     (1) File,  during  any  period in which it  offers or sells  securities,  a
post-effective amendment to this registration statement to:

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

     (ii) Reflect in the prospectus any facts or events which,  individually  or
together,  represent a fundamental change in the information 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 end 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 a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

     (iii) Include any additional or changed material information on to the plan
of distribution;  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 Exchange Act.

     (2) For determining any liability under the Securities Act, treat each such
post-effective  amendment  as a  new  registration  statement  relating  to  the
securities  offered,  and the offering of the  securities at that time to be the
initial bona fide offering thereof.

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

     (4) 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.

     (5) 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,

                                      -7-
<PAGE>

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.

                                      -8-
<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Newport, State of Tennessee, on October 11, 2001.

                                     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 substitution, 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 date indicated.
<TABLE>
<CAPTION>
         SIGNATURES                                 TITLE                                  DATE
         ----------                                 -----                                  -----

<S>                                             <C>                                     <C>
By: /s/Richard G. Harwood                       President, Chief Executive Officer      October 11, 2001
    ---------------------------------------     and Director
    Richard G. Harwood
    (Principal Executive, Financial
    and Accounting Officer)


By: /s/J. William Myers                         Chairman of the Board                   October 11, 2001
    ---------------------------------------
    J. William Myers


By: /s/Tommy C. Bible                           Director                                October 11, 2001
    ---------------------------------------
    Tommy C. Bible


By: /s/Ben W. Hooper, III                       Director                                October 11, 2001
    ---------------------------------------
    Ben W. Hooper, III


By: /s/William B. Henry                         Director                                October 11, 2001
    ---------------------------------------
    William B. Henry


By: /s/ Robert D. Self                          Director                                October 11, 2001
    ---------------------------------------
    Robert D. Self


By: /s/Robert L. Overholt                       Director                                October 11, 2001
    ---------------------------------------
    Robert L. Overholt
</TABLE>

<PAGE>

                                                 INDEX TO EXHIBITS

         EXHIBIT           DESCRIPTION
         -------           -----------

         5.1               Opinion of Stradley  Ronon  Stevens  Young,  LLP as
                           to the validity of the Common Stock being registered

         23.1              Consent of  Stradley  Ronon  Stevens & Young,  LLP
                           (appears in their  opinion  filed as Exhibit 5.1)

         23.2              Consent of Pugh & Company, P.C.

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

         99.1              Newport Federal Savings and Loan Association
                           Long-Term Incentive Plan
[{"type": "S-8", "sequence": "1", "filename": "fms8-ltip1875.txt", "description": "FORM S-8 (LONG TERM INCENTIVE PLAN)", "secsgml_size_bytes": 34998}]
{"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": "333-71948", "film-number": "1763005"}, "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"}}
As filed with the Securities and Exchange Commission on October 19, 2001
                                                    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
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   62-1710108
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                                 344 W. BROADWAY
                          NEWPORT, TENNESSEE 37821-0249
                                 (423) 623-6088
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

      NEWPORT FEDERAL SAVINGS AND LOAN ASSOCIATION LONG-TERM INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                          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
                STRADLEY RONON HOUSLEY KANTARIAN & BRONSTEIN, LLP
                         1220 19th Street NW, Suite 700
                              Washington, DC 20036
CALCULATION OF REGISTRATION FEE
=================================================================================================================
   Title Of                                        Proposed Maximum          Proposed Maximum      Amount Of
Securities To                 Amount To Be          Offering Price              Aggregate         Registration
Be Registered                 Registered(1)          Per Share(2)             Offering Price          Fee
-----------------------------------------------------------------------------------------------------------------
Common Stock,
no par value                    27,000               $   8.70                  $234,900               $58.73
=================================================================================================================
(1) Estimated  maximum number of shares  issuable under the Newport Federal
Savings  and  Loan   Association   Long-Term   Incentive   Plan  along  with  an
indeterminate  number of  additional  shares as may be  necessary  to adjust the
number of  shares  registered  hereunder  as a result  of a stock  split,  stock
dividend, recapitalization, reclassification or similar event.
     (2)  Pursuant to Rule  457(h)(1),  the shares are being  registered  hereby
based upon the  average  of the high and low  prices of the Common  Stock of the
Registrant  as  reported on the Nasdaq  SmallCap  MarketSM on October 9, 2001 of
$8.70 per share ($234,900 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*.
------

     *This  Registration  Statement  relates to the registration of up to 27,000
shares of Common Stock, no par value per share (the "Common  Stock"),  of United
Tennessee  Bankshares,  Inc. (the  "Company") that may be issued to participants
and their  beneficiaries  under the Newport Federal Savings and Loan Association
Long-Term  Incentive 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 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  Registration
Statement or as prospectuses or prospectus supplements.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the "1934  Act")  and,  accordingly,  files
periodic reports and other  information  with the Commission.  Reports 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
information  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  Quarterly  Report on Form 10-QSB for the quarter  ended
March 31, 2001 as filed with the Commission on May 15, 2001 (Commission File No.
000-23551).

     (b) The  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
June 30, 2001 as filed with the Commission on August 14, 2001  (Commission  File
No. 000-23551).

     (c) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
December 31, 2000 as filed with the Commission on April 2, 2001 (Commission File
No. 000-23551).

     (d) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Form  8-A  (Commission  File  No.  000-23551)  as  filed  with the
Commission pursuant to Section 12(g) of the 1934 Act and Rule 12b-15 promulgated
thereunder, on December 24, 1997 is incorporated by reference.

ALL  DOCUMENTS  SUBSEQUENTLY  FILED BY THE COMPANY  PURSUANT TO SECTIONS  13(A),
13(C),  14 AND 15(D) OF THE 1934 ACT,  AFTER  THE DATE  HEREOF  AND PRIOR TO THE
TERMINATION  OF THE OFFERING OF THE SHARES OF 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.

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

     The Common  Stock to be offered  pursuant  to the Plan has been  registered
under Section 12 of the 1934 Act. Accordingly, a description of the Common Stock
is not required herein.
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 ss.  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 ss.  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 partnership,  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.

     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-
(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
inss.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.

     (c)  Determinations and authorizations of payments under this section shall
be made in the manner specified inss.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

                                      -3-
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  indemnification  under  ss.
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 ss.  48-18-502 or was  adjudged  liable as described in ss.
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 ss. 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 ss. 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   evaluation   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:

     (1) An officer of the  corporation  who is not a director  is  entitled  to
mandatory  indemnification  under ss.  48-18-503,  and is  entitled to apply for
court-ordered  indemnification  under  ss.  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

                                      -4-
(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 ss. 48-18-502 or ss. 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:

          (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;

                                      -5-
(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.

     Articles XII of the Corporation's  Charter eliminates  directors' liability
to the Company or its shareholders as follows:

                ARTICLE XII - Elimination of Directors' Liability

     Directors of the Corporation  shall have no liability to the Corporation 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 Corporation
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 Corporation  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
Corporation existing at the time of such repeal or modification.

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

     Not Applicable.

                                      -6-
ITEM 8.  EXHIBITS.
------

     The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:

5.1      Opinion of Stradley Ronon Stevens & Young, LLP as to the validity of
         the Common Stock being registered

23.1     Consent of Stradley Ronon Stevens & Young, LLP (appears in their
         opinion filed as Exhibit 5.1)

23.2     Consent of Pugh & Company, P.C.

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

99.1     Newport Federal Savings and Loan Association Long-Term Incentive Plan

ITEM 9.  UNDERTAKINGS.
------
         The undersigned small business issuer will:

     (1) File,  during  any  period in which it  offers or sells  securities,  a
post-effective amendment to this registration statement to:

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

     (ii) Reflect in the prospectus any facts or events which,  individually  or
together,  represent a fundamental change in the information 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 end 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 a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

     (iii) Include any additional or changed material information on to the plan
of distribution;  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 Exchange Act.

     (2) For determining any liability under the Securities Act, treat each such
post-effective  amendment  as a  new  registration  statement  relating  to  the
securities  offered,  and the offering of the  securities at that time to be the
initial bona fide offering thereof.

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

     (4) 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.

     (5) 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,

                                      -7-
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.

                                      -8-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Newport, State of Tennessee, on October 11, 2001.

                                     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 substitution, 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 date indicated.
SIGNATURES                                 TITLE                                  DATE
         ----------                                 -----                                  -----
By: /s/Richard G. Harwood                       President, Chief Executive Officer      October 11, 2001
    ---------------------------------------     and Director
    Richard G. Harwood
    (Principal Executive, Financial
    and Accounting Officer)

By: /s/J. William Myers                         Chairman of the Board                   October 11, 2001
    ---------------------------------------
    J. William Myers

By: /s/Tommy C. Bible                           Director                                October 11, 2001
    ---------------------------------------
    Tommy C. Bible

By: /s/Ben W. Hooper, III                       Director                                October 11, 2001
    ---------------------------------------
    Ben W. Hooper, III

By: /s/William B. Henry                         Director                                October 11, 2001
    ---------------------------------------
    William B. Henry

By: /s/ Robert D. Self                          Director                                October 11, 2001
    ---------------------------------------
    Robert D. Self

By: /s/Robert L. Overholt                       Director                                October 11, 2001
    ---------------------------------------
    Robert L. Overholt
INDEX TO EXHIBITS

         EXHIBIT           DESCRIPTION
         -------           -----------

         5.1               Opinion of Stradley  Ronon  Stevens  Young,  LLP as
                           to the validity of the Common Stock being registered

         23.1              Consent of  Stradley  Ronon  Stevens & Young,  LLP
                           (appears in their  opinion  filed as Exhibit 5.1)

         23.2              Consent of Pugh & Company, P.C.

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

         99.1              Newport Federal Savings and Loan Association
                           Long-Term Incentive Plan