FNB United Corp.
150 South Fayetteville Street
Asheboro, North Carolina 27203
January 25, 2012
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Michael R. Clampitt
| Re: | FNB United Corp. |
Registration Statement on Form S-1
Filed January 11, 2012
File No. 333-178066
Dear Mr. Clampitt:
FNB United Corp. (the “Company”) hereby requests acceleration of the effective date of the above referenced registration statement to 10:00 a.m. on January 27, 2012 or as soon thereafter as practicable.
The Company confirms that it is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of securities specified in the above referenced registration statement. In addition, the Company acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Securities and Exchange Commission
January 25, 2012
Page 2
Please call Paul Freshour at 202.942.5457 with any questions regarding this request.
| Sincerely, |
/s/ David L. Nielsen |
| David L. Nielsen |
| Chief Financial Officer |
