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

                                   FORM 10-QSB

Mark One

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE UNITED STATES
         SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended June 30, 2005.

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                         Commission File Number: 0-23551

                        UNITED TENNESSEE BANKSHARES, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)


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


  344 Broadway, Newport, Tennessee                             37821
------------------------------------                       -----------
(Address of Principal Executive Offices)                    (Zip Code)

         Issuer's Telephone Number, Including Area Code: (423) 623-6088


Check  whether  the issuer:  (1) has filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements  for the past ninety days:
Yes [X]  No [ ]

State the number of shares outstanding of each of the issuer's classes of common
stock as of the latest practicable date: 1,180,999
                                         ---------

Transitional Small Business Disclosure Format (Check one):  Yes [ ]   No [X]


<PAGE>


CONTENTS

PART I.  FINANCIAL INFORMATION
         ---------------------

        Item 1.  Financial Statements

                Consolidated Statements of Financial Condition
                as of June 30, 2005 (Unaudited) and December 31, 2004......    3

                Consolidated Statements of Income for the
                Three-Month and Six-Month Periods Ended
                June 30, 2005 and 2004 (Unaudited).........................    4

                Consolidated Statements of Comprehensive Income
                for the Three-Month and Six-Month Periods
                Ended June 30, 2005 and 2004 (Unaudited)...................    5

                Consolidated Statement of Changes in Shareholders'
                Equity for the Six-Month Period Ended
                June 30, 2005 (Unaudited)..................................    6

                Consolidated Statements of Cash Flow for the
                Six-Month Periods Ended June 30, 2005 and 2004
                (Unaudited)................................................    7

                Notes to Consolidated Financial Statements for the
                Three-Month and Six-Month Periods Ended June 30, 2005
                and 2004 (Unaudited).......................................    9

        Item 2. Management's Discussion and Analysis or
                Plan of Operation..........................................   13

        Item 3. Controls and Procedures....................................   19


PART II.  OTHER INFORMATION
          -----------------

        Item 1. Legal Proceedings .........................................   20

        Item 2. Changes in Securities and Use of Proceeds..................   20

        Item 3. Defaults upon Senior Securities............................   20

        Item 4. Submission of Matters to a Vote of Security Holders........   20

        Item 5. Other Information..........................................   20

        Item 6. Exhibits and Reports on Form 8-K...........................   20

SIGNATURES      ...........................................................   21




                                       2
<PAGE>


PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements

                UNITED TENNESSEE BANKSHARES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                    AS OF JUNE 30, 2005 AND DECEMBER 31, 2004


<TABLE>
<CAPTION>
                                                                June 30,         December
                                                                  2005               31,
                                                              (Unaudited)           2004
                                                              ------------    -------------
                                                                     (In Thousands)
                           Assets
<S>                                                            <C>             <C>
Cash and amounts due from depository institutions              $    3,449      $     3,444
Investment securities available for sale, at fair value            28,466           35,579
Loans receivable, net                                              80,399           78,830
Premises and equipment, net                                         3,006            1,714
Real estate acquired through foreclosure                                0              128
Accrued interest receivable                                           590              573
Goodwill, net of amortization                                         673              713
Cash surrender value of life insurance                              1,633            1,597
Prepaid expenses and other assets                                      28               81
                                                              ------------    -------------
  Total assets                                                 $  118,244      $   122,659
                                                              ============    =============

                   Liabilities and Equity
Liabilities:
 Deposits                                                      $   97,148      $   100,919
 Advances from Federal Home Loan Bank                                   0            1,000
 Accrued interest payable                                             112              135
 Accrued income taxes                                                  37                0
 Deferred income taxes                                                455              561
 Accrued benefit plan liabilities                                   1,470            1,531
 Other liabilities                                                    173               94
                                                              ------------    -------------
Total liabilities                                                  99,395          104,240
                                                              ------------    -------------

Shareholders' equity:
 Common stock - no par value, Authorized 20,000,000 shares;
   issued and outstanding 1,180,999 shares (1,196,999 in 2004) $   10,762      $   11,098
 Unearned compensation - ESOP                                           0             (180)
 Shares in grantor trust - contra account                            (224)            (224)
 Shares in stock option plan trusts - contra account                 (508)            (749)
 Retained earnings                                                  7,776            7,258

 Accumulated other comprehensive income                             1,043            1,216
                                                              ------------    -------------

  Total shareholders' equity                                       18,849           18,419
                                                              ------------    -------------
Total liabilities and equity                                   $  118,244      $   122,659
                                                              ============    =============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>

                UNITED TENNESSEE BANKSHARES, INC., AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
        FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                       (In Thousands Except            (In Thousands Except
                                                                      per Share Information)          per Share Information)
                                                                    ----------------------------    ---------------------------
                                                                        Three Months Ended               Six Months Ended
                                                                    ----------------------------    ---------------------------
                                                                             June 30,                        June 30,
                                                                    ----------------------------    ---------------------------
                                                                       2005            2004            2005            2004
                                                                    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)
                                                                    ------------    ------------    ------------    -----------
<S>                                                                  <C>            <C>             <C>             <C>
Interest income:
 Loans                                                               $    1,362     $     1,353     $     2,711     $     2,709
 Investment securities                                                      333             339             676            662
 Other interest-earning assets                                               17               2              22              5
                                                                    ------------    ------------    ------------    -----------
  Total interest income                                                   1,712           1,694           3,409          3,376
                                                                    ------------    ------------    ------------    -----------
Interest expense:
 Deposits                                                                   537             391           1,014            767
 Advances from Federal Home Loan Bank                                         4               0               6              0
                                                                    ------------    ------------    ------------    -----------
  Total interest expense                                                    541             391           1,020            767
                                                                    ------------    ------------    ------------    -----------
Net interest income                                                       1,171           1,303           2,389          2,609

Provision for loan losses                                                    18              24              36             52
                                                                    ------------    ------------    ------------    -----------

Net interest income after provision for loan losses                       1,153           1,279           2,353          2,557
                                                                    ------------    ------------    ------------    -----------

Noninterest income:
 Deposit account service charges                                             74              75             144            147
 Loan service charges and fees                                               24              26              53             55
 Net gain (loss) on sales of investment securities available for sale       484               0             484              0
 Other                                                                       48              32              79             61
                                                                    ------------    ------------    ------------    -----------
  Total noninterest income                                                  630             133             760            263
                                                                    ------------    ------------    ------------    -----------

Noninterest expense:
 Compensation and benefits                                                  552             339             836            849
 Occupancy and equipment                                                     55              90             108            150
 Federal deposit insurance premiums                                          23               4              27              8
 Data processing fees                                                        86              87             170            165
 Advertising and promotion                                                   19              21              37             35
 Net (gain) loss on foreclosed real estate                                  (3)             (8)             (2)            (8)
 Amortization                                                                20              20              40             40
 Other                                                                      241             165             403            298
                                                                    ------------    ------------    ------------    -----------
  Total noninterest expense                                                 993             718           1,619          1,537
                                                                    ------------    ------------    ------------    -----------

Income before income taxes                                                  790             694           1,494          1,283

Income taxes                                                                275             195             502            392
                                                                    ------------    ------------    ------------    -----------
Net income                                                           $      515     $       499     $       992     $      891

Earnings per share
 Basic                                                               $     0.43     $      0.41     $      0.83     $     0.73
                                                                    ============    ============    ============    ===========
 Diluted                                                             $     0.43     $      0.41     $      0.83     $      0.72
                                                                    ============    ============    ============    ===========
</TABLE>



The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>



                UNITED TENNESSEE BANKSHARES, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
        FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2005 AND 2004


<TABLE>
<CAPTION>
                                                         Three Months Ended           Six Months Ended
                                                      -------------------------    ------------------------
                                                              June 30,                    June 30,
                                                      -------------------------    ------------------------
                                                        2005           2004          2005          2004
                                                      ----------    -----------    ----------    ----------
                                                          (Unaudited - in              (Unaudited - in
                                                             thousands)                  thousands)
<S>                                                      <C>           <C>            <C>          <C>
Net income                                               $  515        $  499         $  992       $  891
                                                      ----------    -----------    ----------    ----------
Other comprehensive income (loss), net of tax:
 Unrealized gains (losses) on investment securities         927          (863)           205         (501)
 Less reclassification adjustment for gains\losses
  included in net income                                   (484)            0           (484)           0
 Less income taxes related to unrealized
  gains\losses on investment securities                    (168)          328            106          190
                                                      ----------    -----------    ----------    ----------
   Other comprehensive income (loss), net of tax            275          (535)          (173)        (311)
                                                      ----------    -----------    ----------    ----------

Comprehensive income(loss)                               $  790        $  (36)        $  819       $  580
                                                      ==========    ===========    ==========    ==========
</TABLE>




   The accompanying notes are an integral part of these financial statements.




                                       5

<PAGE>



                UNITED TENNESSEE BANKSHARES, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                  FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2005

<TABLE>
<CAPTION>
                                                          Shares in     Shares in                Accumulated
                                                                         Stock
                                             Unearned      Grantor       Option                     Other        Total
                                                           Trust -       Plan -
                               Common      Compensation    Contra       Contra       Retained   Comprehensive  Shareholders'
                               Stock           ESOP        Account       Account      Earnings     Income        Equity
                               -------      -----------   -----------   ----------    --------   ------------  -----------
                                                                   (In Thousands)
<S>                            <C>          <C>             <C>         <C>          <C>        <C>            <C>
Balances, beginning of period  $11,098           (180)         (224)         (749)      7,258      1,216           18,419

Net income                           0              0             0             0         992          0              992

Other comprehensive income
(loss)                               0              0             0             0           0       (173)            (173)

Retirement of Stock held
in the Stock Option Plan
Trust                             (336)             0             0           336           0          0                0

Purchase of Stock to be
held in the Stock Option Plan        0              0             0           (68)          0          0              (68)


Payment on ESOP loan
principal                            0            180             0             0           0          0              180

Dividends paid                       0              0             0             0        (474)         0             (474)

Proceeds from exercise of
  stock options                      0              0             0            68           0          0               68

Costs associated with
stock options
  surrendered                        0              0             0           (95)          0          0              (95)
                               -------      ---------     ---------     ---------    --------   ---------      -----------


Balances, end of period      $  10,762      $       -     $    (224)    $    (508)   $  7,776   $  1,043       $   18,849
                               =======      =========     =========     =========    ========   =========      ===========
</TABLE>



The accompanying notes are an integral part of these financial statements.



                                       6

<PAGE>



                UNITED TENNESSEE BANKSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                                                               June 30,
                                                                       -------------------------
                                                                          2005          2004
                                                                           (Unaudited - in
                                                                              thousands)
                                                                       -------------------------
<S>                                                                    <C>            <C>
Operating Activities:
 Net income                                                            $      992     $     891
                                                                       -----------    ----------

 Adjustments to reconcile net income to net cash provided by operating
  activities:
   Provision for loan losses                                                   36            52
   Depreciation                                                                33            46
   Amortization of goodwill                                                    40            40
   Net (gain) loss on sales of foreclosed real estate                          (2)           (8)
   Federal home loan bank stock dividends                                     (23)          (19)
   Net (gain) loss on sales of investment securities available for sale      (484)            0

   Increase in cash surrender value of bank-owned life insurance              (36)          (35)
   (Increase) Decrease in:
    Accrued interest receivable                                               (17)          (84)
    Other assets                                                               53           (19)
   Increase (Decrease) in:
    Accrued interest payable                                                  (23)           22
    Accrued income taxes                                                       37             0
    Accrued benefit plan liabilities                                          (61)          (29)
    Other liabilities                                                          79            70
                                                                       -----------    ----------
     Total adjustments                                                       (368)           36
                                                                       -----------    ----------
Net cash provided by operating activities                                     624           927
                                                                       -----------    ----------
Investing Activities:
 Purchases of investment securities available for sale                          0       (14,799)
 Proceeds from maturities of investment securities available for sale       1,912             0
 Payments received on investment securities available for sale              1,544         5,057
 Proceeds from sales of investment securities available for sale            3,885             0
 Net (increase) decrease in loans                                          (1,535)          571
 Purchases of premises and equipment, net                                  (1,325)         (140)
 Proceeds from sales of foreclosed real estate                                 60           149
                                                                       -----------    ----------
Net cash used in investing activities                                       4,541        (9,162)
                                                                       -----------    ----------
</TABLE>









The accompanying notes are an integral part of these financial statements.


                                       7
<PAGE>



                UNITED TENNESSEE BANKSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2005 AND 2004


<TABLE>
<CAPTION>
                                                                          Six Months Ended
                                                                         2005          2004
                                                                       ----------    ----------
                                                                           (Unaudited - in
                                                                             thousands)
<S>                                                                     <C>           <C>
Financing Activities:
 Dividends paid                                                             (474)         (442)
 Costs associated with stock options surrendered                             (95)         (276)
 Net increase (decrease) in deposits                                      (3,771)        6,391
 Purchase of common stock                                                    (68)          (54)
 Proceeds from exercise of stock options                                      68           206


 Payment on ESOP loan and release of shares                                  180           171
 Net repayment of advances from Federal Home Loan Bank                    (1,000)            0
                                                                       ----------    ----------

Net cash provided by (used in) financing activities                      (5,160)         5,996
                                                                       ----------    ----------

Net increase (decrease) in cash and cash equivalents                           5        (2,239)

Cash and cash equivalents, beginning of period                             3,444         5,196
                                                                       ----------    ----------

Cash and cash equivalents, end of period                               $   3,449     $   2,957
                                                                       ==========    ==========

Supplementary disclosures of cash flow information: Cash paid during the period
 for:
 Interest                                                                 $1,043          $745
 Income taxes                                                               $465          $449

Supplementary disclosures of noncash investing activities:
  Acquisition of foreclosed real estate                                     $343          $427
  Sale of foreclosed real estate by origination of mortgage loans           $413            $0
  Change in unrealized gain\loss on investment securities
   available for sale                                                      ($279)        ($501)
  Change in deferred income taxes associated with unrealized
   gain\loss on investment securities available for sale                   ($106)        ($190)
  Change in net unrealized gain\loss on investment
   securities available for sale                                           ($173)        ($311)
</TABLE>










The accompanying notes are an integral part of these financial statements


                                       8

<PAGE>


                UNITED TENNESSEE BANKSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE-MONTH AND SIX-MONTH PERIODS
                    ENDED JUNE 30, 2005 AND 2004 (UNAUDITED)

Note 1 - Basis of Presentation and Principles of  Consolidation  and Significant
Accounting Policies

United Tennessee Bankshares, Inc. ("Company") was incorporated under the laws of
the State of  Tennessee  for the  purpose of  becoming  the  holding  company of
Newport Federal Savings and Loan Association ("Association"), in connection with
the Association's  conversion from a federally chartered mutual savings and loan
association to a federally chartered capital stock savings bank. The Company had
no assets or  operations  prior to the  conversion.  On  January  1,  1998,  the
Association  converted  from a mutual  savings  association  to a capital  stock
savings  bank,  changed  its name to  Newport  Federal  Bank  ("Bank"),  and was
simultaneously  acquired by its holding company,  United  Tennessee  Bankshares,
Inc.

The Bank provides a variety of financial  services to individuals  and corporate
customers  through its three offices in Newport,  Tennessee.  The Bank's primary
deposit  products are  interest-bearing  savings  accounts and  certificates  of
deposit.  The Bank's  primary  lending  products  are  one-to-four  family first
mortgage loans.

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with the instructions for Form 10-QSB and on the same basis as the
Company's  audited  consolidated   financial  statements.   In  the  opinion  of
management, all adjustments,  consisting of normal recurring accruals, necessary
to present fairly the financial position,  results of operations, and cash flows
for the interim periods presented have been included.  The results of operations
for such interim periods are not necessarily  indicative of the results expected
for the full year.

The consolidated  financial  statements  include the accounts of the Company and
the Bank. All intercompany accounts have been eliminated.

The Company has a stock-based  employee  compensation  plan,  which is described
more fully in Note 5. The Company  accounts for this plan under the  recognition
and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees,  and related  interpretations.  No stock-based employee  compensation
cost is reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the  underlying  common stock on the
date of grant.  The  following  table  illustrates  the effect on net income and
earnings  per  share if the  Company  had  applied  the fair  value  recognition
provisions of FASB Statement No. 123,  Accounting for Stock-Based  Compensation,
to stock-based employee compensation.
<TABLE>
<CAPTION>
                                                         Three Months Ended       Six Months Ended
                                                         --------------------    --------------------
                                                              June 30,                June 30,
                                                         --------------------    --------------------
(In thousands, except per share data)                     2005          2004        2005        2004
                                                         --------    --------    --------    --------
<S>                                                      <C>         <C>         <C>         <C>
Net Income, as reported                                  $  515      $   499     $   992     $   891

Deduct: Total stock-based employee compensation
  expense determined under fair value based method
  for all awards, net of related tax effects
  to calculate earnings per share                             0            0           0           0
                                                         --------    --------    --------    --------
Pro forma net income                                     $  515      $   499     $   992     $   891
                                                         ========    ========    ========    ========
Earnings per share:
  Basic - as reported                                    $ 0.43      $  0.41     $  0.83     $  0.73
                                                         ========    ========    ========    ========
  Basic - pro forma                                      $ 0.43      $  0.41     $  0.83     $  0.73
                                                         ========    ========    ========    ========
  Diluted - as reported                                  $ 0.43      $  0.41     $  0.83     $  0.72
                                                         ========    ========    ========    ========
  Diluted - pro forma                                    $ 0.43      $  0.41     $  0.83     $  0.72
                                                         ========    ========    ========    ========
</TABLE>


                                       9

<PAGE>


Note 2 - Earnings Per Share

Basic earnings per share represent income  available to shareholders  divided by
the weighted  average number of shares  outstanding  during the period.  Diluted
earnings per share reflect additional shares that would have been outstanding if
dilutive  potential shares had been issued,  as well as any adjustment to income
that would result from the assumed issuance. Potential shares that may be issued
by the Company  relate solely to outstanding  stock options,  and are determined
using the treasury stock method.

Earnings per share have been computed based on the following:
<TABLE>
<CAPTION>

                                                Three Months Ended              Six Months Ended
                                             --------------------------    ---------------------------
                                                     June 30,                       June 30,
                                             --------------------------    ---------------------------
                                                2005           2004           2005            2004
                                             -----------    -----------    ------------    -----------
<S>                                           <C>            <C>             <C>            <C>

Average number of shares outstanding          1,185,175      1,225,764       1,190,112      1,228,071
Effect of dilutive options                            0            963               0         11,931
                                             -----------    -----------    ------------    -----------
Average number of shares outstanding used
  to calculate earnings per share             1,185,175      1,226,727       1,190,112      1,240,002
                                             ===========    ===========    ============    ===========
</TABLE>

Note 3 - Comprehensive Income

The FASB has  issued  SFAS  No.  130,  "Reporting  Comprehensive  Income."  This
statement  establishes  standards  for  reporting  comprehensive  income and its
components  in the  financial  statements.  The objective of the statement is to
report a measure of all changes in equity of an  enterprise  that  results  from
transactions  and other  economic  events of the period other than  transactions
with owners. Items included in comprehensive income include revenues, gains, and
losses that under generally accepted accounting  principles are directly charged
to equity.  Examples include foreign currency  translations,  pension  liability
adjustments and unrealized gains and losses on investment  securities  available
for sale.  The  Company  has  included  its  comprehensive  income in a separate
financial statement as part of its consolidated financial statements.

Note 4 - Stock Option Plan

In January 1999,  the Company's  board of directors  approved the Company's 1999
stock option plan,  and in May 1999,  the  Company's  shareholders  ratified the
plan.  The plan  reserved  209,299  shares  of the  Company's  common  stock for
issuance  pursuant  to the options to be  granted.  These  shares will be either
newly issued shares or shares purchased on the open market.

The  Company's  board of directors  has  approved the issuance of stock  options
under  the  Plan to  certain  members  of the  board  of  directors  and  senior
management. The options vest at a rate of 25% per year, expire in ten years, and
provide for the  purchase of stock at an exercise  price equal to the fair value
of the Company's stock on the date the option is granted. Holders of the options
can also surrender the options and be paid cash for the  difference  between the
exercise price and the stock's fair value on the date surrendered.  The board of
directors  granted 202,676 options in 1999 and 6,623 options in 2001. During the
six month period ended June 30, 2005, 12,819 options were surrendered at a total
cost of $138,122 (27,408 shares for $276,292 in 2004). Stock options awarded and
outstanding   totaled   24,661  and  50,649  as  of  June  30,  2005  and  2004,
respectively.



                                       10

<PAGE>

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:

                              Period Ended
                         ------------------------
                              June 30, 2005
                         ------------------------
                           2005          2004
                         ----------    ----------
Dividend Yield             3.5%          3.5%
Expected Life            7.5 years     8.5 years
Expected Volatility        52.0%         52.0%
Risk-Free Interest Rate    4.8%          4.8%


A summary of the status of the Company's stock option plan is presented below:
<TABLE>
<CAPTION>
                                                  Six Months Ended June 30,
                                     -----------------------------------------------------
                                               2005                        2004
                                     -------------------------    ------------------------
                                                   Weighted                     Weighted
                                                   Average                      Average
                                                   Exercise                     Exercise
                                       Shares       Price          Shares        Price
                                     ----------    -----------    ---------    -----------
<S>                                     <C>           <C>          <C>            <C>

Outstanding at Beginning of Period      45,388        $  8.60      102,057        $  8.59
Granted                                      0                           0
Exercised                               (7,911)                    (24,000)
Surrendered                            (12,816)          8.60      (27,408)          8.60
Forfeited                                    0                           0
                                     ----------                   ---------
Outstanding at End of Period            24,661        $  8.60       50,649        $  8.59
                                     ==========                   =========


Options Exercisable at Period-End       24,661        $  8.60       48,993        $  8.59
Weighted-Average Fair Value of
  Options Granted during the period        n/a                         n/a
</TABLE>

Information pertaining to options outstanding at June 30, 2005 is as follows:
<TABLE>
<CAPTION>
                                Options Outstanding                   Options Exercisable
                    --------------------------------------------   --------------------------
                                      Weighted
                                       Average        Weighted                     Weighted
                                      Remaining       Average                       Average
    Range of           Number        Contractual      Exercise       Number        Exercise
Exercise Prices     Outstanding         Life           Price       Exercisable       Price
-----------------   -------------    ------------    -----------   ------------    ----------
 <S>                      <C>         <C>             <C>              <C>         <C>
 $8.00 - $9.00            24,661      3.6 years       $  8.60          24,661      $8.60
</TABLE>

The  Company  has  purchased  26,562 and 48,650  shares as of June 30,  2005 and
December 31, 2004,  respectively,  of its common  stock,  which is being held in
trusts for when the stock options are  exercised.  A  contra-equity  account has
been established to reflect the costs of such shares held in trusts.

The Company applies APB Opinion 25 and related Interpretations in accounting for
its stock option plan. Accordingly, no compensation cost has been recognized.

                                       11
<PAGE>

Note 5 - Improvement Plan for Main Office Facility

The company is nearing completion of the construction a new main office facility
with approximately  15,000 square feet.The  projected  completion date is August
2005.

Note 6 - Recent Accounting Pronouncements

Derivative Instruments and Hedging Activities
---------------------------------------------
In April 2003,  the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standard No. 149, Amendment of Statement 133 on "Derivative
Instruments and Hedging  Activities".  This statement  amends  Statement 133 for
decisions made as part of the Derivatives Implementation Group process and other
board projects and in conjunction with other implementation  issues.  Management
does not expect this statement to have any  significant  impact on the Company's
financial position or results of operations.

Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity
--------------------------------------------------------------------------

In May 2003,  the  financial  Accounting  Standards  Board  issued  Statement of
Financial  Accounting  Standard  No.  150,  "Accounting  for  Certain  Financial
Instruments with Characteristics of Both Liabilities and Equity". This statement
established  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments  with  characteristics  of both  liabilities  and equity.
Management  does not expect this  statement to have a significant  impact on the
Company's financial position or results of operations.

Consolidation of Variable Interest Entities
-------------------------------------------

In  December  2003,  the FASB  issued  revised  Interpretation  No. 46  (FIN46),
"Consolidation of Variable Interest Entities." This Interpretation clarifies the
application  of ARB No. 51,  "Consolidated  Financial  Statements,"  for certain
entities  in  which  equity  investors  do not  have  the  characteristics  of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance its activities  without additional  subordinated  support from
other parties.  This  Interpretation  requires  variable interest entities to be
consolidated by the primary  beneficiary,  which  represents the enterprise that
will absorb the majority of the variable interest  entities'  expected losses if
they  occur,  receive a majority of the  variable  interest  entities'  residual
returns if they occur, or both. This Interpretation is effective for the Bank in
the first  fiscal year or interim  period  ending after  December 15, 2004.  The
Company does not presently have any related  entities  considered to be variable
interest entities and this Standard is not expected to have a material effect on
the Company's financial statements.

Accounting for Certain Loans or Debt Securities Acquired in a Transfer
----------------------------------------------------------------------

In December 2003, the American  Institute of Certified Public Accountants issued
Statement of Position 03-3,  "Accounting  for Certain Loans and Debt  Securities
Acquired  in a  Transfer"  ("SOP  03-3").  SOP  03-3  addresses  accounting  for
differences  between  contractual  cash flows  expected to be  collected  and an
investor's initial investment in loans or debt securities acquired in a transfer
if those differences are attributable,  at least in part, to credit quality. SOP
03-3 also prohibits  "carrying over" or creation of valuation  allowances in the
initial accounting of all loans acquired in a transfer that are within the scope
of SOP 03-3. The prohibition of the valuation allowance carryover applies to the
purchase of an  individual  loan, a pool of loans,  a group of loans,  and loans
acquired in a purchase  business  combination.  SOP 03-3 is effective  for loans
acquired in fiscal years beginning after December 15, 2004. The Company does not
anticipate  that the  adoption  of SOP 03-3 will have a  material  impact on its
financial condition or results of operations.

Meaning of Other-Than-Temporary Impairment
------------------------------------------

In March 2004, the Emerging Issues Task Force reached a consensus on Issue 03-1,
"Meaning of Other Than  Temporary  Impairment"  ("Issue  03-1").  The Task Force
reached a consensus  on an  other-than-temporary  impairment  model for debt and
equity  securities   accounted  for  under  Statement  of  Financial  Accounting
Standards  No.  115,  "Accounting  for  Certain  Investments  in Debt and Equity
Securities"  and  cost  method  investments,  and  required  certain  additional
financial statement disclosures. The implementation of the "Other-than-Temporary
Impairment" component of this consensus has been postponed.  The adoption of the
guidance  contained in this EITF consensus did not have a material effect on the
Company's financial statements.

                                       12
<PAGE>
Share-Based Payment
--------------------
In December  2004,  the FASB issued SFAS No. 123  (revised  2004),  "Share-Based
Payment,"  which is a revision  of SFAS No.  123,  "Accounting  for  Stock-Based
Compensation."  SFAS No. 123(R)  supersedes APB Opinion No. 25,  "Accounting for
Stock Issued to Employees," and amends SFAS Statement No. 95, "Statement of Cash
Flows." Generally,  the approach to accounting for share-based  payments in SFAS
No. 123(R) is similar to the approach  described in SFAS No. 123. However,  SFAS
No. 123(R) requires all share-based  payments to employees,  including grants of
employee stock options,  to be recognized in the financial  statements  based on
their  fair  values,  which  means  that pro  forma  disclosure  is no longer an
alternative to financial statement recognition. SFAS No. 123(R) is effective for
the Bank  beginning  January 1, 2006.  The effect of this  pronouncement  on the
Company's financial  statements will depend on whether or not the Company grants
more stock options in future periods.

Exchanges of Non-Monetary Assets
--------------------------------
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an Amendment to APB opinion No. 29." This Statement  addresses the measurement
of exchanges of nonmonetary  assets.  The Statement is effective for nonmonetary
exchanges occurring in fiscal periods beginning after June 15, 2005.  Management
does not  believe  this  Statement  will have a  material  effect on the  Bank's
financial statements.

Note 7 - Current Items in Process with the Securities and Exchange Commission

As announced on April 14, 2005, United Tennessee  Bankshares,  Inc., the holding
company for Newport Federal  announced that the Company's Board of Directors has
approved  proceeding  with a proposed  going private  transaction.  The proposed
transaction would reduce the number of stockholders of record from approximately
545 to approximately 96. Following the proposed  transaction,  the Company would
continue  operations as a privately held  corporation that would not be required
to file periodic public reports with the Securities and Exchange Commission (the
"SEC"). The terms of the proposed  transaction are expected to provide that each
stockholder of record of the Company beneficially owning fewer than 2,500 common
shares will receive cash of $22.00 per share. The price established by the Board
of  Directors  was  supported  by a fairness  opinion  provided  by a  qualified
valuation firm.  Each  stockholder of record  beneficially  owning 2,500 or more
common  shares  will  continue  to hold the same number of shares of the Company
after the transaction and will not receive any cash for those shares. Beneficial
ownership includes stock owned by a person's spouse and minor children,  as well
as stock directly owned.  UTBI anticipates  delivering the proxy to shareholders
sometime in August. A preliminary  proxy was filed with the SEC on June 24, 2005
and is available for review on the SEC's website (www.sec.gov).

Item 2.  Management's Discussion and Analysis or Plan of Operation

This  report  contains   "forward-looking   statements"   relating  to,  without
limitation,  future economic performance,  plans and objective of management for
future  operations,  and  projections of revenues and other financial items that
are based on the  beliefs  of  management,  as well as  assumptions  made by and
information currently available to management. The words "expect," "anticipate,"
and  "believe,"  as  well as  similar  expressions,  are  intended  to  identify
forward-looking  statements.  Our actual results may differ  materially from the
results discussed in the forward-looking statements.

General

The principal business of United Tennessee Bankshares, Inc. and our wholly owned
subsidiary  Newport  Federal  Bank  ("we,"  "us," etc.)  consists  of  accepting
deposits from the general  public through our main office and two branch offices
and investing  those funds in loans secured by one- to  four-family  residential
properties  located in our primary  market area. We also maintain a portfolio of
investment  securities and originate a limited amount of commercial  real estate
loans and consumer loans. Our investment  securities  portfolio consists of U.S.
Treasury notes and U.S. government agency securities,  local municipal bonds and
mortgage-backed  securities  that are guaranteed as to principal and interest by
the Federal Home Loan Mortgage Corporation (FHLMC), Government National Mortgage
Association  (GNMA) or Federal National  Mortgage  Association  (FNMA).  We also
maintain an investment in Federal Home Loan Bank of Cincinnati  common stock and
FHLMC common stock.

Our net  income  primarily  depends  on our net  interest  income,  which is the
difference between interest income earned on loans and investment securities and
interest paid on  customers'  deposits and other  borrowings.  Our net income is
also  affected by  noninterest  income,  such as service  charges on  customers'
deposit accounts,  loan service charges and other fees, and noninterest expense,
primarily  consisting  of  compensation  expense,  deposit  insurance  and other
expenses incidental to our operations.

Our  operations  and those of the thrift  industry as a whole are  significantly
affected by prevailing  economic  conditions,  competition  and the monetary and
fiscal policies of governmental  agencies. Our lending activities are influenced
by demand for and supply of housing and competition  among lenders and the level
of interest  rates in our market area.  Our deposit flows and costs of funds are
influenced  by  prevailing  market  rates of  interest,  primarily  on competing
instruments, account maturities and the levels of personal income and savings in
our market area.
                                       13
<PAGE>

The following is a discussion  of our  financial  condition as of June 30, 2005.
These comments  should be read in conjunction  with our  consolidated  financial
statements and accompanying footnotes appearing in this report.

Comparison of Financial Condition at June 30, 2005 and December 31, 2004

Total assets  decreased from December 31, 2004 to June 30, 2005 by $4.4 million,
or 3.6%,  from $122.6 million at December 31, 2004 to $118.2 million at June 30,
2005.  The  decrease  in assets was  principally  the  result of a  decrease  in
investment securities. Investment securities decreased by $7.1 million offset by
an increase in loans  receivable of $1.6 million and an increase in premises and
equipment of $1.3 million.  Investment securities were sold to fund the increase
in loan  demand,  repay  advances  from the  Federal  Home  Loan Bank and fund a
reduction  in  deposits.  The  reduction  in  deposits is  primarily  related to
governmental and institutional deposits we had received last year.

Loans  receivable  increased  from  December  31,  2004  to  June  30,  2005  as
originations  exceeded  repayments for the period by approximately $1.6 million.
The following  table sets forth  information  about the  composition of our loan
portfolio by type of loan at the dates indicated.  At June 30, 2005 and December
31, 2004, we had no  concentrations  of loans exceeding 10% of gross loans other
than as disclosed below.


                                          June 30, 2005        December 31, 2004
                                    --------------------    --------------------
                                        (Dollars in             (Dollars in
                                          Thousands)              Thousands)
                                     Amount     Percent      Amount      Percent
Type of Loan:
Real estate loans:
   One- to four-family residential  $ 62,860    75.3%      $ 63,037    76.6%

  Commercial                          10,700    12.8%        10,227    12.4%

  Construction                         5,031     6.0%         4,172     5.1%

Consumer loans:

  Automobile                           1,106     1.3%         1,278     1.6%

  Loans to depositors,
   secured by deposits                 1,160     1.4%         1,224     1.5%

  Home equity and second mortgage      1,026     1.2%           733     0.9%

  Other                                1,643     2.0%         1,567     1.9%
                                    --------- --------     --------  --------
                                      83,526   100.0%        82,238   100.0%
                                    --------- ========     --------  ========

Less:

  Loans in process                     1,770                  2,085

  Deferred fees and discounts            347                    348

  Allowance for loan losses            1,010                    980
                                   ----------              ---------
    Total                           $ 80,399               $ 78,825
                                   ==========              =========


                                       14
<PAGE>



We  actively  monitor  our asset  quality  and charge  off loans and  properties
acquired in settlement of loans against the  allowances for losses on such loans
and such properties when  appropriate and provide  specific loss allowances when
necessary.  Although we believe we use the best  information  available  to make
determinations with respect to the allowances for losses, future adjustments may
be  necessary  if economic  conditions  differ  substantially  from the economic
conditions in the assumptions used in making the initial determinations.

The following table sets forth  information  about our allowance for loan losses
for the period indicated.

                                                    Six              Six
                                                  Months            Months
                                                   Ended            Ended
                                                 June 30,          June 30,
                                                   2005              2004
                                                ------------     -------------
                                                       (In Thousands)
Balance at beginning of period                  $      980       $       921
                                                ------------     -------------
Charge-offs:
  Consumer                                              (5)              (17)
  Mortgage                                              (2)              (13)
Recoveries:
  Consumer                                               1                 2
  Mortgage                                               0                 0
                                                ------------     -------------
Net Charge-offs                                         (6)              (28)
Provision for loan losses                               36                52
                                                ------------     -------------
Balance at end of period                        $    1,010       $       945
                                                ============     =============



The following table sets forth information about our nonperforming assets at the
dates indicated.

                                                  June 30,             June 30,
                                                    2005                 2004
                                                    ----                 ----
                                                          (In Thousands)

         Nonaccrual Loans                          $     -            $     -
         Accruing loans which are
         contractually past due
         90 days or more:
         Real Estate:
           Residential                                  96                262
           Non-Residential                               2                  4
         Consumer                                        2                 15
                                                   -------            --------
         Total                                     $   100            $   281
                                                   =======            ========



We conduct  regular  reviews of our assets and  evaluate  the need to  establish
allowances on the basis of this review.  Allowances are established on a regular
basis based on an assessment of risk in our assets taking into consideration the
composition and quality of the portfolio, delinquency trends, current charge-off
and loss  experience,  the state of the real estate market,  regulatory  reviews
conducted in the regulatory examination process, general economic conditions and
other factors  deemed  relevant by us.  Allowances  are provided for  individual
assets, or portions of assets, when ultimate collection is considered improbable
based on the  current  payment  status of the  assets  and the fair value or net
realizable value of the collateral.

                                       15

<PAGE>


During the six months ended June 30, 2005, the Company decreased its liabilities
by $4.8 million,  or 4.6%.  Total  deposits  decreased $3.8 million or 3.7% from
$100.9 million at December 31, 2004 to $97.1 million at June 30, 2005.

During 2004, the Bank has accepted deposits totaling  approximately $8.3 million
from various governmental and institutional customers, some of which are outside
of  its  traditional  market  area.  The  average  term  of  these  deposits  is
approximately  six  months.  The Bank as of June 30,  2005,  has  retained  $1.1
million  of these  deposits.  In the event  the Bank is not able to  retain  the
remaining  deposits,  management  has  various  sources of  liquidity  available
including  cash and  amounts due from  depository  institutions  and  investment
securities,  which are available  for sale. In addition,  the Bank has borrowing
authority from the Federal Home Loan Bank of approximately $4.0 million.

Our shareholders'  equity increased  $430,000 from $18.4 million at December 31,
2004 to $18.8 million at June 30, 2005. The Company's equity increased primarily
due to net income of $992,000  and  proceeds  from stock  options  exercised  of
$68,000,  and a decrease in unearned  compensation related to the Company's ESOP
of $180,000,  offset by a decrease due to the cost of stock options  surrendered
of $95,000,  dividends  paid of $474,000  and a decrease  in  accumulated  other
comprehensive  income  of  $173,000.  The  market  value  of  UTBI's  investment
portfolio decreased due to changes in the current interest rate environment

Discussion of Results of Operations for the Three Months Ended June 30, 2005 and
2004

Our net income for the three months ended June 30, 2005 was $515,000,  which was
an increase of $16,000  from the amount we earned  during the three months ended
June 30, 2004.  Basic and diluted  earnings per share for the three months ended
June 30,  2005 were each $0.43  compared  to $0.41 for the same  period in 2004.
Basic  average  shares  outstanding  for three  months  ended June 30,  2005 was
1,185,175  shares and 1,225,764 shares for the three months ended June 30, 2004.
Average dilutive potential shares outstanding were 0 and 963 respectively.

Interest  income  increased  $18,000,  or 1.1%, from $1.69 million for the three
months ended June 30, 2004 to $1.71  million for the three months ended June 30,
2005.  The  increase  in  interest  income is a result of an  increase  in other
interest  income of  $15,000  and an  increase  in  interest  income on loans of
$9,000, offset by a decrease in interest income on investments of $6,000.

Interest  expense on deposits  increased  $146,000  from  $391,000 for the three
months ended June 30, 2004 to $537,000 for the three months ended June 30, 2005,
due to the  increase  in  deposit  account  interest  rates.  Our  cost of funds
increased from 1.54% at June 30, 2004, to 2.13% at June 30, 2005.

Net  interest  income  decreased  $132,000,  or 10.1%,  between the periods as a
result of the larger  increase in interest  expense  compared to the increase in
interest  income.  The Company's net interest  margin  narrowed to 4.21% for the
three months ended June 30, 2005 compared to 4.70% for the comparable  period of
2004.  The  narrowing  of the net  interest  margin  reflects  the current  rate
environment and the fact that our cost of funds has increased.

Noninterest  income increased  $497,000 from $133,000 for the three months ended
June 30, 2004 to $630,000 for the three months ended June 30, 2005. The increase
in  noninterest  income was due  primarily to a $582,000 gain on the sale of our
Intrieve Inc.  stock,  our third-party  data processor,  offset by a loss on the
sale of mortgage back securities of $98,000. On April 4, 2005, Harland Financial
Solutions ("Harland")  announced that it was acquiring Intrieve,  Inc. UTBI will
continue its current third-party data processing  arrangement with Harland. UTBI
owned 4,000  shares of stock in Intrieve,  Inc.,  which was carried at a cost of
approximately $105,000.

Noninterest expenses increased $275,000 from $718,000 for the three months ended
June 30, 2004 to $993,000 for the three months ended June 30, 2005. The increase
in noninterest expense was primarily

                                       16
<PAGE>

from increase  compensation  and benefits of $213,000,  and an increase in other
non-interest expense of $76,000. The increase compensation and benefits resulted
primarily from the mark to market adjustment on the Directors  Incentive Plan of
$53,000  and  a  $128,000  increase  to  the  directors  deferred   compensation
liability.  The directors  have an option of deferring  their fees and earning a
market  return  on the  balance.  The  return  on both  plans  is  based  on the
percentage  increase  or  decrease  in the  market  value  of  United  Tennessee
Bankshares stock for the period. The increase in the other non-interest  expense
category  reflects  the  increase  in  legal,  accounting  and  consulting  fees
associated with the April 14, 2005,  announcement of United Tennessee Bankshares
proposed going private transaction.

Our  effective  tax rates for the three months ended June 30, 2005 and 2004 were
34.8% and 28.1%,  respectively.  The lower  effective tax rate for the period in
2004 was due to the surrender of stock  options,  which provide a tax benefit to
the Company.

Discussion of Results of  Operations  for the Six Months Ended June 30, 2005 and
2004

Our net income for the six months ended June 30, 2005 was $992,000, which was an
increase of $101,000  from the amount we earned during the six months ended June
30, 2004. Basic and diluted earnings per share for the six months ended June 30,
2005 were each $0.83  compared  to $0.73 and $0.72 for the same  period in 2004.
Basic  average  shares  outstanding  for six  months  ended  June  30,  2005 was
1,190,112  shares and  1,228,071  shares for the six months ended June 30, 2004.
Average dilutive potential shares outstanding were 0 and 11,931 respectively.

Interest  income  increased  $33,000,  or 1.0%,  from $3.38  million for the six
months  ended June 30, 2004 to $3.41  million for the six months  ended June 30,
2005.  The  increase  in  interest  income is a result of an  increase  in other
interest income of $17,000 and an increase in interest income on loans of $2,000
and an increase in interest income on investments of $14,000.

Interest expense on deposits increased $247,000 from $767,000 for the six months
ended June 30, 2004 to $1,014,000 for the six months ended June 30, 2005, due to
the increase in deposit account interest rates. Our cost of funds increased from
1.54% for the three months  ended June 30,  2004,  to 2.01% for the three months
ended June 30, 2005.

Net interest income decreased $220,000, or 8.4%, between the periods as a result
of the larger increase in interest  expense compared to the increase in interest
income.  The Company's net interest  margin narrowed to 4.30% for the six months
ended June 30, 2005  compared to 4.79% for the  comparable  period of 2004.  The
narrowing of the net interest margin  reflects the current rate  environment and
the fact that our cost of funds has increased.

Noninterest  income  increased  $497,000  from $263,000 for the six months ended
June 30, 2004 to $760,000 for the six months  ended June 30, 2005.  The increase
in  noninterest  income was due  primarily to a $582,000 gain on the sale of our
Intrieve,  Inc. stock, our third-party  data processor,  offset by a loss on the
sale of mortgage back securities of $98,000. On April 4, 2005, Harland Financial
Solutions ("Harland")  announced that it was acquiring Intrieve,  Inc. UTBI will
continue its current third-party data processing  arrangement with Harland. UTBI
owned 4,000  shares of stock in Intrieve,  Inc.,  which was carried at a cost of
approximately $105,000.

Noninterest  expenses  increased  $82,000 from $1.54  million for the six months
ended June 30, 2004 to $1.62 million for the six months ended June 30, 2005. The
increase  in  noninterest  expense  was  primarily  from an  increase  in  other
noninterest expense of $105,000, offset by a decrease in occupancy and equipment
of $42,000. The increase in the other non-interest expense category reflects the
increase in legal,  accounting and consulting fees associated with the April 14,
2005,  announcement  of  United  Tennessee  Bankshares  proposed  going  private
transaction.

                                       17
<PAGE>


Our  effective  tax rates for the six months  ended June 30,  2005 and 2004 were
33.6% and 30.6%,  respectively.  The lower  effective tax rate for the period in
2004 was due to the surrender of stock  options,  which provide a tax benefit to
the Company.

Liquidity and Capital Resources

The Company  does not  currently  have any  business  activities  other than the
operation of the Bank and does not have significant on-going funding commitments
other than the payment of dividends to  shareholders.  To date,  the Company has
used the proceeds from its initial  public  offering and dividends from the Bank
to  meet  its  liquidity  needs.  The  Bank is  subject  to  various  regulatory
limitations on the payment of dividends to the Company.

Our most liquid  assets are cash and amounts due from  depository  institutions,
which are short-term highly liquid investments with original  maturities of less
than three months that are readily  convertible  to known  amounts of cash.  The
levels of these assets are dependent on our  operating,  financing and investing
activities  during any given period.  Our primary sources of funds are deposits,
proceeds from principal and interest payments on loans and investment securities
and earnings.  While  scheduled  principal  repayments  on loans and  investment
securities are a relatively  predictable source of funds, deposit flows and loan
and investment securities prepayments are greatly influenced by general interest
rates,  economic  conditions,  competition and other factors.  We do not solicit
deposits  outside  of  our  market  area  through  brokers  or  other  financial
institutions;  however,  we do accept  deposits  from various  governmental  and
institutional investors outside our traditional market area from time to time.

We have also  designated all of our investment  securities as available for sale
in order to meet liquidity demands.  In addition to internal sources of funding,
as a  member  of the  Federal  Home  Loan  Bank  we have  substantial  borrowing
authority  with the Federal Home Loan Bank.  Our use of a  particular  source of
funds is based on need, comparative total costs and availability.

We have historically maintained substantial levels of capital. The assessment of
capital adequacy depends on several factors,  including asset quality,  earnings
trends,  liquidity and economic  conditions.  We seek to maintain high levels of
regulatory  capital to give us maximum  flexibility  in the changing  regulatory
environment and to respond to changes in market and economic  conditions.  These
levels of capital have been achieved through consistent earnings enhanced by low
levels of noninterest expense and have been maintained at those high levels as a
result of our policy of moderate growth  generally  confined to our market area.
At June 30, 2005 and  December  31,  2004,  we exceeded  all current  regulatory
capital requirements and met the definition of a "well-capitalized" institution,
the highest regulatory capital category.

Interest Rate Sensitivity

The Bank's  profitability  is  dependent  to a large  extent  upon net  interest
income,  which is the difference between its interest income on interest-earning
assets and interest expense on  interest-bearing  liabilities.  In recent years,
the banking industry has experienced  steady interest rates, which have likewise
produced  steady growth in net interest  income as the bank has grown.  The Bank
will be  affected  by changes  in levels of  interest  rates and other  economic
factors beyond its control,  particularly to the extent that such factors affect
the overall volume of its lending and deposit  activities.  A sudden increase in
interest  rates could have a negative  impact on the bank's net income through a
narrower interest margin and/or reduced lending volume.

The  bank's   Asset/Liability   Committee   ("ALCO"   committee)   follows   the
Asset/Liability  Management Policy approved by the board of directors.  The ALCO
committee  meets at least  quarterly  or more often as  considered  necessary to
discuss asset/liability  management issues and make recommendations to the board
of  directors   regarding  prudent   asset/liability   management  policies  and
procedures.  Some of the issues the ALCO committee considers include:  local and
national  economic  forecasts;  interest rate forecasts and spreads;  mismatches
between  the  maturities  of the  banks  assets  (loans,  and  investments)  and
liabilities (deposits);  anticipated loan demands; and the liquidity position of
the bank.

                                       18
<PAGE>


The matching of assets and  liabilities  may be analyzed by examining the extent
to which such  assets and  liabilities  are  "interest  rate  sensitive"  and by
monitoring  an  institution's  interest  rate  sensitivity  "gap."  An  asset or
liability is said to be interest rate sensitive within a specific time period if
it will mature or reprice within that time period. The interest rate sensitivity
gap is defined as the difference between the amount of  interest-earning  assets
maturing  or  repricing  within  a  specific  time  period  and  the  amount  of
interest-bearing  liabilities  maturing or repricing  within that time period. A
gap is considered  positive when the amount of interest  rate  sensitive  assets
exceeds the amount of interest rate sensitive  liabilities.  A gap is considered
negative  when the amount of interest  rate  sensitive  liabilities  exceeds the
amount of interest rate  sensitive  assets.  During a period of rising  interest
rates, a negative gap would tend to adversely affect net interest income while a
positive gap would tend to result in an increase in net interest income.  During
a period of falling  interest  rates,  a negative gap would tend to result in an
increase in net  interest  income  while a positive  gap would tend to adversely
affect net interest income.

Item 3.  Controls and Procedures

(a)  Evaluation  of Disclosure  Controls and  Procedures.  The  Company's  chief
executive  officer and chief financial  officer have evaluated the effectiveness
of the design and operation of the Company's  disclosure controls and procedures
(as defined in Exchange Act  Rule13a-14(c))  as of June 30, 2005.  Based on that
evaluation,  the chief  executive  officer  and  chief  financial  officer  have
concluded that the Company's disclosure controls and procedures are effective to
ensure that  material  information  relating  to the  Company and the  Company's
consolidated  subsidiaries is made known to such officers by others within these
entities,  particularly during the period this quarterly report was prepared, in
order to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls. There have not been any significant changes in
the Company's  internal  controls or in other  factors that could  significantly
affect these controls subsequent to the date of their evaluation.



























                                       19
<PAGE>
PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities and Use of Proceeds

None.

Item 3.  Defaults upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K

   (a) Exhibits:

The following exhibits are filed as a part of this report:

3.1(1)            Charter of United Tennessee Bankshares, Inc.

3.2(1)            Bylaws of United Tennessee Bankshares, Inc.

4(1)              Form of Stock Certificate of United Tennessee Bankshares, Inc.

10.1(2)           United Tennessee Bankshares, Inc. 1999 Stock Option Plan

10.2(2)           United Tennessee Bankshares, Inc. Management Recognition Plan

10.3(a)(1)        Employment Agreements between Newport Federal Savings and Loan
                  Association  and Richard G. Harwood, Nancy L. Bryant and Peggy
                  Holston

10.3(b)(1)        Forms   of   Guarantee  Agreements  between  United  Tennessee
                  Bankshares,  Inc. and  Richard G. Harwood, Nancy L. Bryant and
                  Peggy Holston

10.4(1)           Newport   Federal  Savings  and   Loan  Association  Long-Term
                  Incentive Plan

10.5(1)           Newport   Federal  Savings  and   Loan  Association   Deferred
                  Compensation Plan

31.1     Certification  Pursuant  to 18 U.S.C. Section 1350, as Adopted Pursuant
         to  Section 302 of the Sarbanes-Oxley Act of 2002, signed by Richard G.
         Harwood,  President  and  Chief  Executive  Officer of United Tennessee
         Bankshares, Inc.

31.2     Certification  Pursuant  to 18 U.S.C. Section 1350, as Adopted Pursuant
         to  Section  302  of the Sarbanes-Oxley Act of 2002, signed by Chris H.
         Triplett, Controller.

32.1     Certification  Pursuant  to 18 U.S.C. Section 1350, as Adopted Pursuant
         to  Section 906 of the Sarbanes-Oxley Act of 2002, signed by Richard G.
         Harwood,  President  and  Chief  Executive  Officer of United Tennessee
         Bankshares, Inc.

32.2     Certification  Pursuant  to 18 U.S.C. Section 1350, as Adopted Pursuant
         to  Section  906  of the Sarbanes-Oxley Act of 2002, signed by Chris H.
         Triplett, Controller.
---------------
(1)      Incorporated  by  reference  to  United  Tennessee  Bankshares,  Inc.'s
         Registration Statement on Form SB-2, File No. 333-36465.

(2)      Incorporated  by  reference  to  United  Tennessee  Bankshares,  Inc.'s
         Registration Statement on Form S-8, File No. 333-82803.

(b) Reports on Form 8-K:

          United Tennessee  Bankshares,  Inc. filed a current report on Form 8-K
          on April 14, 2005 announcing a proposed going private transaction.


                                       20
<PAGE>


SIGNATURES


     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    UNITED TENNESSEE BANKSHARES, INC.
                                    Registrant



Date:  August 8, 2005             /s/Richard G. Harwood
                                   ---------------------------------------------
                                     Richard G. Harwood
                                     President and Chief Executive Officer
                                     (Duly Authorized and Representative
                                     and Principal Financial and Accounting
                                     Officer)















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