[Union Bankshares Corporation Letterhead]

August 7, 2009

By Facsimile and EDGAR

Mr. Mark Webb

Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Preliminary Proxy Statement Filed June 30, 2009

Form 10-K for the year ended December 31, 2008

Form 10-Q for the period ended March 31, 2009

File No. 000-20293

Dear Mr. Webb:

In connection with responding to the comments set forth in the staff’s letter dated July 21, 2009 with regard to the above-referenced filings, we hereby acknowledge that:

Please call the undersigned at (804) 632-2112 or Scott H. Richter of LeClairRyan at (804) 343-4079 if you have any questions.

August 7, 2009

By EDGAR and Overnight Delivery

Mr. Mark Webb

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Preliminary Proxy Statement Filed June 30, 2009

Form 10-K for the year ended December 31, 2008

Form 10-Q for the period ended March 31, 2009

File No. 000-20293

Dear Mr. Webb:

On behalf of our client, Union Bankshares Corporation (the “Company”), we are submitting this letter in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 21, 2009, with respect to the above-referenced filings. In connection with this response to your letter, the Company is filing electronically with the Commission today Amendment No. 1 to the Preliminary Proxy Statement (the “Amendment”).

In addition to the electronic filing, we are delivering a hard copy of this letter, along with a courtesy copy of the Amendment marked to indicate changes from the version of the Preliminary Proxy Statement filed on June 30, 2009.

For the convenience of the Staff, the text of the comments is set forth below in bold italics, followed in each case by the response to the comment. All page references in our responses are to the marked version of the Amendment.

General

The Company has provided a supplemental response to the Staff under separate cover.

CALIFORNIA \ CONNECTICUT \ MASSACHUSETTS \ MICHIGAN \ NEW JERSEY \ NEW YORK \ PENNSYLVANIA \ VIRGINIA \ WASHINGTON, D.C.

Mr. Mark Webb

August 7, 2009

Page 2

Although the Company undertook the due diligence investigation discussed in “Background of the Merger” and “UBSH’s Reasons for the Merger; Recommendation of UBSH’s Board of Directors” in connection with entering into the merger agreement, and its financial advisor undertook the review discussed in “Opinion of UBSH’s Financial Advisor” in connection with delivering its fairness opinion, the Company did not provide any projections, analysis or other non-public information to FMB or its financial advisor that has not been appropriately disclosed in the proxy statement. Although FMB undertook the due diligence investigation discussed in “Background of the Merger” in connection with entering into the merger agreement, and its financial advisor participated in such investigation, FMB did not provide any projections, analysis or other non-public information to the Company or its financial advisor that has not been appropriately disclosed in the proxy statement.

Pursuant to the Staff’s comment, updated financial statements and all related disclosure as required by Rule 3-12(g) of Regulation S-X are included in the Amendment.

Pursuant to the Staff’s comment, we are filing as Appendices A and B to this letter, the consents of the independent accountants of the Company and FMB, respectively.

We have included or incorporated by reference, as appropriate, updated financial statements and related disclosures through June 30, 2009 for the Company and FMB. No other material changes or significant events have occurred that are not reflected in such updated financial statements and related disclosures.

Mr. Mark Webb

August 7, 2009

Page 3

Questions and Answers, page 1

Pursuant to the Staff’s comment, we have added a new Question/Answer on page 2 of the Amendment that addresses the dilutive impact the acquisition will have on the Company’s current shareholders.

Summary

Ownership of the Combined Company After the Merger, page 7

Pursuant to the Staff’s comment, we have revised the Summary on page 7 of the Amendment and provided more detailed disclosure in “The Merger – Ownership of the Combined Company After the Merger” on page 42 with respect to the current shareholders of FMB that will have a 5% or greater ownership in the combined company following the merger.

Opinions of UBSH’s Financial Advisors, page 8

This will confirm that no payments have been made by the Company or FMB to Keefe, Bruyette & Woods, Inc. since January 1, 2007, other than the payment made by the Company disclosed in “Opinion of UBSH’s Financial Advisor” on page 41 of the Amendment.

Risk Factors, page 20

Pursuant to the Staff’s comment, we have included a risk factor on page 22 of the Amendment that discusses the risks associated with integrating and merging FMB into Union Bank and Trust Company.

Solicitation of Proxies, page 23

Mr. Mark Webb

August 7, 2009

Page 4

The Company confirms that it does not intend to utilize a professional proxy solicitor in connection with the Special Meeting.

The Merger

General, page 27

While the Company has no definitive plans currently in place to combine Northern Neck State Bank and Rappahannock National Bank with Union Bank and Trust Company, such a combination has been discussed internally by management of the Company from time to time, and may occur at some point in the future based on the strategic plan of the Company. Pursuant to the Staff’s comment, we have provided additional disclosure on page 28 of the Amendment.

Pursuant to the Staff’s comment, we have provided in “The Merger – General” on page 28 and “The Merger – Merger Consideration” on pages 41-42 of the Amendment more detail regarding FMB’s participation in the Capital Purchase Program.

Background of the Merger, page 28

Pursuant to the Staff’s comment, we have revised the disclosure on page 30 of the Amendment.

Affiliate Agreement, page 50

Pursuant to the Staff’s comment, we have provided additional disclosure on page 53 of the Amendment.

Mr. Mark Webb

August 7, 2009

Page 5

Management’s Discussion and Analysis of Financial Condition and Results of Operations of First Market Bank, page 60

Years Ended December 31, 2008 and 2007

Results of Operations, Provision for Loan Losses, page 60

Pursuant to the Staff’s comment, we have revised the Results of Operations, Provision for Loan Losses discussion on page 65 and the Balance Sheet, Asset Quality discussion on pages 67-69 of the Amendment to address other specific factors considered in determining the increased provision for 2008 as compared to 2007.

Balance Sheet, Loan Portfolio, Asset Quality, page 63

The discussion referenced by the Staff in the comment has been revised for clarification purposes as FMB does not have any troubled debt restructurings.

Pursuant to the Staff’s comment, we have revised the Balance Sheet, Asset Quality discussion on page 69 of the Amendment to include FMB’s policy for placing loans on nonaccrual status.

Mr. Mark Webb

August 7, 2009

Page 6

Pursuant to the Staff’s comment, we have revised the Balance Sheet, Asset Quality discussion on page 70 of the Amendment to include information on potential problem loans not disclosed in the table of nonperforming loans at year-end 2008 which FMB was closely monitoring for indications of weakened source of repayment, collateral impairment, change in the debtor’s financial condition, as well as any other factors pointing to a heightened risk of non-performance.

Pursuant to the Staff’s comment, we have revised the Balance Sheet, Asset Quality discussion on pages 69-70 of the Amendment to provide the nature and extent of the collateralization of the nonaccrual loans as of December 31, 3008.

Pursuant to the Staff’s comment, we have revised the Balance Sheet, Asset Quality discussion on page 69 of the Amendment to clarify that the $1.3 million of impaired loans is included in the $5.1 million nonaccrual loan balance as of December 31, 3008.

Three Month Periods Ended March 31, 2009 and 2008

Results of Operations, Provision for Loan Losses, page 67

Pursuant to the Staff’s comment, we have revised the Results of Operations, Provision for Loan Losses discussion on page 73 and the Balance Sheet, Asset Quality discussion on pages 77-78 of the Amendment to address other specific factors considered in determining the increased provision for the six month period ended June 30, 2009.

Mr. Mark Webb

August 7, 2009

Page 7

Balance Sheet, Asset Quality, page 63

Pursuant to the Staff’s comment, we have revised the Balance Sheet, Asset Quality discussion on page 78 of the Amendment to include information on potential problem loans not disclosed in the table of nonperforming loans at June 30, 2009 which FMB was closely monitoring for indications of weakened source of repayment, collateral impairment, change in the debtor’s financial condition, as well as any other factors pointing to a heightened risk of non-performance.

Pursuant to the Staff’s comment, we have revised the Balance Sheet, Asset Quality discussion on page 78 of the Amendment to clarify that the $10.2 million of impaired loans as of June 30, 2009 is included in the $18.9 million nonaccrual loan balance at period-end.

Unaudited Pro Forma Condensed Combined Financial Information, page 73

Pursuant to the Staff’s comment, we have revised the disclosure on page 81 of the Amendment.

Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 74

Mr. Mark Webb

August 7, 2009

Page 8

Pursuant to the Staff’s comment, other than with respect to the second bullet point above, we have revised the footnote on page 83 of the Amendment.

With respect to the second bullet point, the adjustment to credit quality used in the pro forma was not previously recorded in the Company’s historical financial statements because the allowance for loan losses was calculated under the incurred loss model, whereas the acquisition accounting credit quality adjustment will be determined using an approach that estimates expected cash flows over the life of the loan portfolio. Under the incurred loss model, losses expected as a result of future events are not recognized. When using an expected cash flows approach however, those losses are factored into the valuation. Furthermore, when determining the present value of expected cash flows, the loans are discounted using an effective interest rate, which is not reflected in an incurred loss model. Thus, the anticipated difference in models and the application of a market interest rate led to the estimated credit quality adjustment of $25.2 million. This figure will be determined upon greater analysis in the final acquisition accounting upon closing of the transaction.

Pursuant to the Staff’s comment, we have revised the footnote on page 83 of the Amendment.

Pursuant to the Staff’s comment, we have revised the footnotes on page 83 of the Amendment.

Mr. Mark Webb

August 7, 2009

Page 9

Pursuant to the Staff’s comment, we have revised the footnote on page 83 of the Amendment.

Pursuant to the Staff’s comment, we have revised the footnote on page 83 of the Amendment.

Unaudited Pro Forma Condensed Consolidated Statements of Income, page 79

Pursuant to the Staff’s comment, we have revised the footnotes on pages 85 and 87 of the Amendment.

Pursuant to the Staff’s comment, we have revised the footnote on pages 85 and 87 of the Amendment.

Mr. Mark Webb

August 7, 2009

Page 10

Independent Auditor’s Report, page F-2

Pursuant to the Staff’s comment, the attestation report of FMB’s independent auditors is included on pages F-3 and F-4 of the Amendment.

Financial Statements for the two-year period ended December 31, 2008

Pursuant to the Staff’s comment, we have included FMB’s audited financial statements for the two-year period ended December 31, 2007 on pages F-32 through F-55 of the Amendment.

Note 1, Nature of Banking Operations and Significant Accounting Policies, Recent Accounting Pronouncements, page F-11

Pursuant to the Staff’s comment, we have revised the footnote on pages F-13 and F-14 of the Amendment.

Note 16, Fair Value Measurements, page F-25

Pursuant to the Staff’s comment, we have revised the footnote on page F-29 of the Amendment.

Mr. Mark Webb

August 7, 2009

Page 11

The value of the impaired loans stated in Note 5 was determined utilizing Level 2 input, accordingly no additional information is provided.

Where You Can Find More Information, page 83

Pursuant to the Staff’s comment, the Company has deleted the reference in the Amendment.

Pursuant to the Staff’s comment, the requested correction has been made on page 90 of the Amendment.

Form 10-K for the year ended December 31. 2008

In the Company’s Form 10-K for the year ended December 31, 2008, Note 3 of the Notes to the Consolidated Financial Statements indicates that the valuation allowance related to $24.1 million of impaired loans at December 31, 2008 was $3.8 million. This net balance of $20.3 million compared to $14.4 million of nonaccrual loans represents the $5.9 million referenced in the comment. With respect to the Company’s Form 10-Q for the quarterly period ended March 31, 2009, the fair value measurements footnote incorrectly omitted $10.7 million of impaired loans with a valuation allowance. The figure should have been $31.6 million in the fair value measurements footnote. When compared to the nonaccrual loan total of $31.0 million, the difference would have been $603,000.

In the Company’s Form 10-Q for the quarterly period ended June 30, 2009 we have properly included, and in all future filings we will properly include, the valuation allowance associated with all impaired loans.

Mr. Mark Webb

August 7, 2009

Page 12

In future filings please include more specific information regarding your payment of compensation, such as, but not limited to, what are the Company’s actual targets and whether those targets were satisfied regarding your earnings per share growth and asset growth goals and what were the specific individual/divisional targets set by the Compensation Committee for a given year. Your Compensation and Discussion and Analysis should be as detailed as possible, especially in light of the economic uncertainties financial companies face today.

To the extent you believe that disclosure of performance targets is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed supplemental analysis supporting your conclusion. In particular, your competitive harm analysis should clearly explain the nexus between disclosure of the performance objectives and the competitive harm that is likely to result from disclosure. Refer to Item 402(b)(2)(v) of Regulation S-K and Regulation S-K Compliance and Disclosure Interpretation 118.04.

The Staff’s comment is noted, and the Company acknowledges the guidance and suggestions offered by the Staff, especially those relating to including more details in future filings that include a “Compensation Discussion and Analysis” (“CD&A”). As requested, the Company’s future filings containing a CD&A will be more analytic with respect to CD&A disclosure. In addition, the Company will consider whether specific targets can be included without competitive harm, and if not, then the Company will review carefully its obligations under Item 402(b)(2)(v) of Regulation S-K and Regulation S-K Compliance and Disclosure Interpretation 118.04.

*    *    *

If you have any questions or comments regarding the foregoing or need any additional information, please contact the undersigned at (804) 343-4079 or George P. Whitley at (804) 343-4089.

Enclosures

Appendix A

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Proxy Statement of Union Bankshares Corporation of our reports dated February 26, 2009, relating to our audits of the consolidated financial statements and internal control over financial reporting, which appear in the Annual Report on Form 10-K of Union Bankshares Corporation for the year ended December 31, 2008.

We also consent to the reference to our firm under the caption “Experts” in the Proxy Statement.

Winchester, Virginia

August 7, 2009

Appendix B

Consent of Independent Auditor

We consent to the incorporation by reference in the Registration Statement (No 333-156946) on Form S-3 of Union Bankshares Corporation of our report dated March 25, 2009, relating to our audit of the consolidated financial statements of First Market Bank F.S.B. and its subsidiaries as of and for the years ended December 31, 2008 and 2007 and our report on internal control over financial reporting as of December 31, 2008 and our report dated March 18, 2008, relating to our audit of the consolidated financial statements of First Market Bank F.S.B. and its subsidiaries as of and for the years ended December 31, 2007 and 2006, included in this proxy.

Richmond, Virginia

August 6, 2009