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

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# FORM 10-Q

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(Mark One)

x    
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006

OR

o    
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

# For the transition period from __________ to __________.

# Commission file number: 0-28080

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UNITED FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)

|MINNESOTA                       | 81-0507591         
|------------------------------- | -------------------
|(State or Other Jurisdiction of | (I.R.S. Employer   
|Incorporation or Organization)  | Identification No.)

P.O. Box 2779, 120 First Avenue North, Great Falls, Montana 59403
(Address of Principal Executive Offices)  (Zip Code)

(406) 727-6106
(Registrants telephone number, including area code)

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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 90 days.

Yes
x     
No
o

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule12b-2 of the Exchange Act. (Check one):

Large accelerated filer
o        
Accelerated filer
o        
Non-accelerated filer
x

Indicate by check mark whether the
registrant is a shell company (as defined in Rule12b-2 of the Act).  Yes
o     
No
x

Indicate the number of shares outstanding of each of the issuers
classes of Common Stock, as of the latest practicable date:
Common Stock, no par value; 3,072,329 shares outstanding as of May 8, 2006





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# UNITED FINANCIAL CORP.

# TABLE OF CONTENTS

|                                                                                                       | 
|------------------------------------------------------------------------------------------------------ | 
|PART I  FINANCIAL INFORMATION                                                                         | 
|                                                                                                      
|ITEM 1   FINANCIAL STATEMENTS.                                                                         | 
|                                                                                                      
|Consolidated Condensed Statements of Financial Condition at March 31, 2006 and December 31, 2005       | 
|                                                                                                      
|Consolidated Condensed Statements of Income  Three Months Ended March 31, 2006 and March 31, 2005     | 
|                                                                                                      
|Consolidated Condensed Statements of Cash Flows  Three Months Ended March 31, 2006 and March 31, 2005 | 
|                                                                                                      
|Notes to Consolidated Condensed Financial Statements                                                   | 
|                                                                                                      
|ITEM 2   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS         | 
|                                                                                                      
|ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                    | 
|                                                                                                      
|ITEM 4   CONTROLS AND PROCEDURES                                                                       | 
|                                                                                                      
|PART II  OTHER INFORMATION                                                                            | 
|                                                                                                      
|ITEM 1   LEGAL PROCEEDINGS                                                                             | 
|                                                                                                      
|ITEM 1A   RISK FACTORS                                                                                 | 
|                                                                                                      
|ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                   | 
|                                                                                                      
|ITEM 3   DEFAULTS UPON SENIOR SECURITIES                                                               | 
|                                                                                                      
|ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                           | 
|                                                                                                      
|ITEM 5   OTHER INFORMATION                                                                             | 
|                                                                                                      
|ITEM 6   EXHIBITS                                                                                      | 
|                                                                                                      
|SIGNATURES                                                                                             | 

Page i

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# PART I  FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS.

UNITED FINANCIAL CORP.
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except share and per share data)

|                                                         | March 31, |  | December 31,
|-------------------------------------------------------- | --------- |  | ------------
|
|
|ASSETS                                                   |           |  |             
|Cash and cash equivalents                                |           |  | $           
|Securities available-for-sale                            |           |  |             
|Restricted stock, at cost                                |           |  |             
|Loans held for sale                                      |           |  |             
|Loans receivable, net                                    |           |  |             
|Accrued interest receivable                              |           |  |             
|Premises and equipment, net                              |           |  |             
|Real estate and other personal property owned            |           |  |             
|Goodwill                                                 |           |  |             
|Other assets                                             |           |  |             
|                                                         |           |  |             
|                                                         |           |  | $           
|                                                         |           |  |             
|                                                        
|LIABILITIES AND STOCKHOLDERS EQUITY                    
|Deposits:                                                |           | 
|Demand, NOW and money market demand accounts             |           |  | $           
|Savings deposits                                         |           |  |             
|Time deposits                                            |           |  |             
|                                                         |           |  |             
|                                                         |           |  |             
|Federal Home Loan Bank advances                          |           |  |             
|Securities sold under agreements to repurchase           |           |  |             
|Accrued interest payable                                 |           |  |             
|Subordinated debt owed to trust                          |           |  |             
|Other liabilities                                        |           |  |             
|                                                         |           |  |             
|                                                         |           |  |             
|                                                         |           |  |             
|                                                        
|Stockholders equity:                                   
|Preferred stock, no par value; authorized 2,000,000      |           | 
|shares; no shares issued and outstanding                 |           |  |             
|                                                        
|Common stock, no par value; authorized 8,000,000 shares;
|3,072,129 and 3,071,158 shares issued and outstanding   
|at March 31, 2006 and December 31, 2005, respectively    |           |  |             
|Paid in capital                                          |           |  |             
|Retained earnings                                        |           |  |             
|Accumulated other comprehensive loss, net                |           |  |             
|                                                         |           |  |             
|                                                         |           |  |             
|                                                         |           |  |             
|                                                         |           |  | $           
|                                                         |           |  |             
|Equity/Assets                                            |           |  |             
|Book Value/Share                                         |           |  | $           

See Notes to Consolidated Condensed Financial Statements.

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UNITED FINANCIAL CORP.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)

|                                                    | Three Months EndedMarch 31,
|--------------------------------------------------- | ---------------------------
|
|Interest Income                                     |                            
|Loans receivable                                    |                            
|Taxable investments                                 |                            
|Nontaxable investments                              |                            
|Other interest earning assets                       |                            
|                                                    |                            
|Total interest income                               |                            
|                                                    |                            
|Interest Expense                                   
|Deposits                                            |                            
|Other borrowings                                    |                            
|                                                    |                            
|Total interest expense                              |                            
|                                                    |                            
|Net interest income                                 |                            
|Provision for loan losses                           |                            
|                                                    |                            
|Net interest income after provision for loan losses |                            
|                                                    |                            
|Non-interest Income                                 |                            
|Gain on sale of loans                               |                            
|Service charges and fees                            |                            
|Other income                                        |                            
|                                                    |                            
|Total non-interest income                           |                            
|                                                    |                            
|Non-interest Expense                               
|Compensation and benefits                           |                            
|Occupancy and equipment expense                     |                            
|Data processing fees                                |                            
|Other                                               |                            
|                                                    |                            
|Total non-interest expense                          |                            
|                                                    |                            
|Income before income taxes                          |                            
|Income taxes                                        |                            
|                                                    |                            
|Net income                                          |                            
|                                                    |                            
|                                                   
|Basic earnings per share                            |                            
|                                                   
|Diluted earnings per share                          |                            
|                                                   
|Dividends declared per share                        |                            
|Weighted average shares outstanding  basic         |                            
|Weighted average shares outstanding  diluted       |                            

See Notes to Consolidated Condensed Financial Statements.

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UNITED FINANCIAL CORP.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

|                                                                               | Three Months EndedMarch 31,
|------------------------------------------------------------------------------ | ---------------------------
|
|Cash flows from operating activities:                                          |                            
|                                                                              
|Net cash from operating activities                                             |                            
|                                                                              
|Cash flows from investing activities:                                         
|                                                                              
|Net increase in loans receivable                                               |                            
|Purchases of securities available-for-sale                                     |                            
|Proceeds from maturities, pay downs and sales of securities available-for-sale |                            
|Purchases of premises and equipment                                            |                            
|Proceeds from sale of real estate and other personal property owned            |                            
|                                                                               |                            
|                                                                              
|Net cash from investing activities                                             |                            
|                                                                               |                            
|                                                                              
|Cash flows from financing activities:                                          |                            
|                                                                              
|Net increase (decrease) in deposits                                            |                            
|Proceeds from Federal Home Loan Bank advances                                  |                            
|Payments on Federal Home Loan Bank advances                                    |                            
|Net increase in securities sold under agreements to repurchase                 |                            
|Dividends paid to stockholders                                                 |                            
|Proceeds from issuance of common stock                                         |                            
|Excess tax benefit from exercise of stock options                              |                            
|                                                                               |                            
|                                                                              
|Net cash from financing activities                                             |                            
|                                                                               |                            
|                                                                              
|Increase (decrease) in cash and cash equivalents                               |                            
|                                                                              
|Cash and cash equivalents at beginning of year                                 |                            
|                                                                               |                            
|Cash and cash equivalents at end of period                                     |                            
|                                                                               |                            
|                                                                              
|Supplemental Cash Flow Disclosure                                              |                            
|Cash payments for interest                                                     |                            
|Cash payments for income taxes                                                 |                            
|                                                                              
|Non Cash Investing and Financing Activities                                   
|Acquisition of other personal property in settlement of loans                  |                            

See Notes to Consolidated Condensed Financial Statements.

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UNITED FINANCIAL CORP.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

# 1.    GENERAL

United Financial Corp.
(United, the Company, we, our or us) is a bank holding company
headquartered in Great Falls, Montana, with operations in 15 locations in 13 Montana communities. We were organized as a Minnesota
corporation in 1996. We conduct our banking business in Montana through our wholly-owned subsidiary, Heritage Bank, a Montana
corporation established in 1923.

Heritage Bank is a
state-chartered commercial bank with locations in Billings, Bozeman, Chester, Fort Benton, Geraldine, Glendive, Great Falls (three
locations), Hamilton, Havre, Kalispell, Missoula, Libby and Shelby, Montana. Heritage Bank conducts its community banking business
by soliciting deposits from the general public through its branches and using those deposits, together with other available funds,
to originate commercial (including lease financing), commercial real estate, residential, agricultural and consumer loans
primarily in its market areas in Montana. Heritage Banks banking business is concentrated in the Great Falls area with 52%
of our total assets located at Heritage Banks Great Falls locations. Heritage Bank also invests in mortgage-backed
securities, U.S. Treasury obligations, other U.S. Government agency obligations and other interest-earning assets.

Heritage Banks
financial condition and results of operations, and therefore our financial condition and results of operations, depend primarily
on net interest income and fee income. Heritage Banks financial condition and results of operations are also significantly
influenced by local and national economic conditions, changes in market interest rates, governmental policies, tax laws and the
actions of various regulatory agencies.

Heritage Bank has a
wholly-owned subsidiary, HPM, Inc. which was incorporated to acquire land and a building for a new Great Falls full service branch
location, which it leases back to Heritage Bank. The new facility opened in April 2005 and replaces a formerly leased drive-up
location in Great Falls.

In January 2006, Heritage
Bank sold its 17% ownership interest in Bankers Resource Center (BRC), a computer data center, located in
Helena, Montana. The data center was owned and operated by a number of Montana banks, including Heritage Bank. BRC provided data
processing services to its bank owners. In 2005, the owners collectively decided to sell the assets of BRC to a non-related third
party and to liquidate the corporation. Heritage Bank began purchasing these data processing services from this third party in
2006. While this transaction has eliminated Heritage Banks ownership in BRC, and Uniteds data processing services are
now being provided by a third party operator, we do not expect this transaction to have a material effect on our operations,
financial condition or financial results.

Our principal offices are
located at 120 First Avenue North, Great Falls, Montana 59401, and our telephone number is (406) 727-6106.

You can access all our
periodic and current reports, free of charge, on our website as soon as reasonably practicable after we file or furnish such
material to the Securities and Exchange Commission (SEC). Our website address is www.ufcmontana.com. The
contents of our website are not a part of this report or of our other filings with the SEC.

# 2.    BASIS OF PRESENTATION

The accompanying consolidated
condensed statement of financial condition as of December 31, 2005, which has been derived from audited financial statements and
the unaudited interim consolidated condensed financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP) for interim financial information and in accordance with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission. Accordingly, our
consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial
statements. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the consolidated financial
condition, results of operations, and cash flows for the periods disclosed. Our operating results for the three months ended March
31, 2006 are not necessarily indicative of the results that we anticipate for the year ending December 31, 2006. For additional
information, you should refer to the consolidated audited financial statements and related footnotes included in our Annual Report
to Shareholders and Annual Report on Form 10-K for the year ended December 31, 2005. Certain reclassifications have been made to
the March 31, 2005 financial information to conform to the March 31, 2006 presentation. These reclassifications did not affect
previously reported net income or stockholders equity.

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# 3.    COMPREHENSIVE INCOME

Unrealized gains and losses
on securities available-for-sale comprise Uniteds only significant element of other comprehensive income.

|(In thousands)                                                                 | Three Months EndedMarch 31,
|------------------------------------------------------------------------------ | ---------------------------
|
|Net income                                                                     |                            
|                                                                              
|Unrealized and realized holding losses arising during period, net of tax       |                            
|                                                                              
|Less: reclassification adjustment for gains included in net income, net of tax |                            
|                                                                               |                            
|                                                                              
|Net unrealized losses on Securities available for sale, net of tax             |                            
|                                                                               |                            
|                                                                              
|Total comprehensive income                                                     |                            
|                                                                               |                            

# 4.    COMPUTATION OF EARNINGS PER SHARE

We calculate basic earnings
per share (EPS) by dividing net income by the weighted average number of common shares outstanding for the period.
Diluted EPS is calculated by dividing net income by the sum of the weighted average number of common shares used to compute basic
EPS plus the incremental amount of potential common stock determined by the treasury stock method. Potential common stock includes
the incremental shares under stock option plans.

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The following table sets
forth the computation of basic and diluted earnings per share.

|(In thousands, except per share data)                                                                    | Three Months EndedMarch 31,
|-------------------------------------------------------------------------------------------------------- | ---------------------------
|
|Weighted average shares outstanding during the period on which basic earnings    per share is calculated |                            
|                                                                                                        
|Add: incremental shares under stock option plans                                                         |                            
|                                                                                                         |                            
|                                                                                                        
|Average outstanding shares on which diluted earnings per share is calculated                             |                            
|                                                                                                         |                            
|                                                                                                        
|Net income applicable to common stockholders, basic and diluted                                          |                            
|                                                                                                        
|Basic earnings per share                                                                                 |                            
|                                                                                                        
|Diluted earnings per share                                                                               |                            

# 5.    RELATED PARTIES

Central Financial Services,
Inc. (CFS) provides various management services to United, including certain accounting and tax services, investment
consulting, personnel consulting, asset-liability management and regulatory consulting. CFS is owned by our largest shareholder
and has been providing similar services to various banks and financial services organizations since December of 1988. CFS fees
billed to United were approximately $.1 million for each of the three month periods ended March 31, 2006 and 2005, respectively.
The fees are billed by CFS on an hourly basis for work performed by our Chairman, our largest shareholder, and four other CFS
employees. Our Chairman does not receive direct compensation from United for these services. He is compensated for services as a
director through directors fees of $400 per month, and for services as an officer of United through CFS. Through CFS, our
largest shareholder and Chairman earn annual salaries of $100,000 and $151,000, respectively.

From time to time, Central
Bank, the Stillwater, Minnesota Bank founded by our largest shareholder in 1988, sells loan participations to Heritage Bank.
Heritage Bank did not buy loan participations from Central Bank in the first quarter of 2006. Our Chairman is also the Chairman of
the Board of Central Bank.

Our Chairman also serves on
the Board of Directors of Timberline Bank in Grand Junction, Colorado. Heritage Bank bought loan participations from Timberline
Bank with original balances totaling approximately $2.9 million in the first quarter of 2006. The balances of these purchased
loans have since paid down in the first quarter of 2006. Balances of loan participations outstanding with Central Bank and
Timberline Bank at March 31, 2006 were $3.4 million and $11.5 million, respectively.

We expect such transactions
to continue to occur in the future with both Central Bank and Timberline Bank. Such sales will be made on the same terms as loan
participations which are sold to nonaffiliated persons. Our largest shareholder and our Chairman serve on other bank boards as
well. These banks, to date, have not had any loan participation activity with Heritage Bank.

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# 6.    SUBSEQUENT EVENT-DIVIDENDS DECLARED

On April 25, 2006, our Board
of Directors declared a quarterly cash dividend of $.23 per share, payable June 1, 2006, to shareholders of record on May 17,
2006.

# 7.    STOCK-BASED COMPENSATION

United has a stock-based
employee compensation plan which is described more fully in footnotes included in our Annual Report to Shareholders and Annual
Report on Form 10-K for the year ended December 31, 2005. We adopted Statement of Financial Accounting Standards (SFAS) Number 123
(R), Share-Based Payment (SFAS No. 123 (R)), on January 1, 2006 using the modified prospective method. Under this method,
awards that are granted, modified, or settled after December 31, 2005, are measured and accounted for in accordance with SFAS No.
123(R). Also under this method, expense is recognized for unvested awards that were granted prior to January 1, 2006, based upon
the fair value determined at the grant date under SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123).
Prior to adoption of SFAS No. 123 (R), we accounted for stock compensation under the intrinsic value method permitted by
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees(APB No. 25) and related
interpretations. Accordingly, we previously recognized no compensation cost for employee stock options that were granted with an
exercise price equal to the market value of the underlying common stock on the date of grant. Our accounting policy for
recognizing compensation costs for awards with graded vesting is straight line over the vesting period.

The following table
illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of SFAS No.
123 (R) in 2005.

|(In thousands, except per share data)                                      | Three Months EndedMarch 31,
|-------------------------------------------------------------------------- | ---------------------------
|
|Net income:   As reported                                                  |                            
|Deduct:   Total stock-based employee compensation expense determined under |                            
|fair value based method for all awards, net of related tax effects (1)     |                            
|                                                                           |                            
|Pro forma net income                                                       |                            
|                                                                           |                            
|Earnings per share:                                                        |                            
|Basic  as reported                                                        |                            
|                                                                           |                            
|Basic  pro forma                                                          |                            
|                                                                           |                            
|Diluted  as reported                                                      |                            
|                                                                           |                            
|Diluted  pro forma                                                        |                            
|                                                                           |                            

(1)    A Black-Scholes option pricing model was used to
determine the fair value of the options granted.

As a result of adopting SFAS
123 (R) on January 1, 2006, income before taxes and net income for the quarter ended March 31, 2006 are $10,559 and $9,724 lower,
respectively, than if we had continued to account for share-based compensation under APB No. 25. Basic and diluted earnings per
share for the quarter ended March 31, 2006 would have been $.31 and $.30, respectively, if we had not adopted SFAS 123 (R),
compared to reported basic and diluted earnings per share of $.30 and $.29, respectively. Prior to adopting SFAS 123 (R), we
presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the Consolidated
Statements of Cash Flows. SFAS 123 (R) requires the cash flows resulting from the tax benefits resulting from tax deductions in
excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows. The
$1,938 excess tax benefit classified as a financing cash flow would have been classified as an operating cash inflow if we had not
adopted SFAS 123 (R).

Share-based compensation
expense recognized for stock options was $10,559 for the three months ended March 31, 2006. The total related income tax benefit
recognized was $835 for the three months ended March 31, 2006.

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Stock Option Plan

We have a stock-based
employee compensation plan for directors and employees. Options have a term of ten years, are generally granted with an exercise
price equal to the market value of Uniteds stock at the date of grant, and generally vest over four years. At March 31,
2006, 52,061 shares of common stock were available for grant under the plan. A total of 144,229 shares are currently exercisable
at March 31, 2006.

The following table presents
the activity related to options under the plan for the three months ended March 31, 2006.

|                                       | Shares Actual |  | Weighted-AverageExercise Price |         | Weighted-AverageRemaining Term(in years) |   | AggregateIntrinsicValue
|-------------------------------------- | ------------- |  | ------------------------------ | ------- | ---------------------------------------- | - | -----------------------
|Options Outstanding at January 1, 2006 |               |  |                                | 208,578 |                                          | $ | 11.99                  
|Granted                                |               |  |                                |        |                                          |   |                       
|Exercised                              |               |  |                                | (971    | )                                        |   | 7.91                   
|Forfeited or Expired                   |               |  |                                | (1,137  | )                                        |   | 16.48                  
|                                       |               |  |                                |        
|Outstanding at March 31, 2006          |               |  |                                | 206,470 |                                          | $ | 11.99                  
|                                       |               |  |                                |         |                                          |   |                        
|                                      
|Exercisable at March 31, 2006          |               |  |                                | 144,229 |                                          | $ | 9.79                   
|                                       |               |  |                                |         |                                          |   |                        

No options were granted
during the three months ended March 31, 2006 and 2005. The total intrinsic value (amount by which the fair value of the underlying
stock exceeds the exercise price of an option on exercise date) of options exercised during the three months ended March 31, 2006
and 2005 was $13,637 and $88,612, respectively.

Cash received from option
exercises for the three months ended March 31, 2006 and 2005 was $7,676 and $67,870, respectively. The amount of excess tax
benefits received for these options exercised for the three months ended March 31, 2006 and 2005 was $1,938 and $3,138,
respectively.

We issue new shares to
satisfy option exercises.

At March 31, 2006, there was
$.1 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the
Plan. That cost is expected to be recognized over a weighted-average period of 4 years.

# 8.    CRITICAL ACCOUNTING POLICIES

We have identified our most
critical accounting policies to be those related to the allowance for loan losses, stock based compensation and accounting for
securities available-for-sale. Our allowance for loan losses methodology incorporates a variety of risk considerations in
establishing an allowance for loan losses that management believes is appropriate. Risk factors include historical loss
experience, delinquency and charge-off trends, collateral values, an analysis of the current loan portfolio, and the level of
non-performing and impaired loans. We also use an internal loan risk grading system to evaluate potential losses of individual
loans. Other factors include the future economic trends in our markets and, in particular, the state of certain industries.
Changes in any of the above factors could have a significant affect on the calculation of the allowance for loan losses in any
given period. Therefore, management performs a full analysis on a quarterly basis to ensure that changes in estimated loan loss
levels are reflected in the loan loss allowance on a timely basis.

In December 2004, the
Financial Accounting Standards Board (the FASB) issued SFAS No 123 (R) (revised 2004), Share-Based
Payment. This Statement requires us to measure the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award. We will recognize that cost over the period during which an employee
provides service in exchange for the award. See Note 7 above regarding the impact of implementing this statement.

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We have also identified our
accounting method for securities available-for-sale to be a critical accounting policy. We carry securities available-for-sale at
fair value and exclude unrealized gains and losses (net of related tax effects) from earnings, except when unrealized losses are
determined to be other than temporary. We report these unrealized gains and losses (net of related tax effects) as a separate
component of stockholders equity.

ITEM 2   MANAGEMENTSDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS.

# 1.    CAUTIONARY STATEMENT

All statements included or
incorporated by reference in this report, other than statements or characterizations of historical fact, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. We base these forward-looking statements on
our current expectations, estimates and projections about our industry, managements beliefs, and certain assumptions made by
us, all of which are subject to change. Forward-looking statements can often be identified by words such as
anticipates, expects, intends, plans, predicts, believes,
seeks, estimates, may, will, should, would,
could, potential, continue, ongoing, similar expressions, and variations or
negatives of these words, and include, but are not limited to, statements regarding projected results of operations, market
acceptance and performance of our products and services, the competitive nature of and anticipated growth in our markets, our
accounting estimates, assumptions and judgments, the impact of tax accounting elections, and managements future strategic
plans. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and
assumptions that are difficult to predict and that could cause our actual results to differ materially and adversely from those
expressed in any forward-looking statement. The risks and uncertainties referred to above include, but are not limited to: (i)
general economic or industry conditions could deteriorate or be less favorable than expected, resulting in a deterioration in
credit quality, a change in the allowance for loan losses, or a reduced demand for our products and services; (ii) changes in the
domestic interest rate environment could reduce net interest income and could increase loan losses; (iii) changes in the extensive
laws, regulations and policies governing financial services companies could alter our business environment or affect operations;
(iv) the potential need to adapt to industry changes in information technology systems, on which we are highly dependent, could
present operational issues or require significant capital spending; (v) competitive pressures could intensify and affect our
profitability, including as a result of continued industry consolidation, the increased availability of financial services from
non-banks, technological developments, or bank regulatory reform; (vi) the impact of weather conditions in the geographic markets
and business areas in which we conduct business; (vii) changes in the Montana real estate market; and (viii) capital investments
in our businesses may not produce expected growth in earnings anticipated at the time of the expenditure. These forward-looking
statements speak only as of the date of this report. We undertake no obligation to revise or update publicly any forward-looking
statement for any reason. You should also carefully review the risk factors described in our most recent Annual Report on Form
10-K for the period ending December 31, 2005, which we filed with the Securities and Exchange Commission on March 31, 2006.

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# 2.    KEY PERFORMANCE INDICATORS.

Our executive level
management consider the following to be key performance indicators.

|                                          | March 31,2006 |  | December 31,2005
|----------------------------------------- | ------------- |  | ----------------
|Capital ratios:                           |               |  |                 
|Tier 1 leverage ratio                     |               |  |                 
|Tier 1 risk-based capital ratio           |               |  |                 
|Total risk-based capital ratio            |               |  |                 
|Allowance for loan losses to loans        |               |  |                 
|Nonperforming loans to total loans        |               |  |                 
|Book value per share                      |               |  | $               
|                                         
|(In Thousands)                            |               | 
|Loans receivable and held for sale, gross |               |  | $               
|Allowance for loan losses                 |               |  | $               
|Nonperforming loans                       |               |  | $               
|Total assets                              |               |  | $               
|Total deposits                            |               |  | $               
|Net loans to deposits                     |               |  |                 
|                                         
|
|
|Net earnings:                            
|Return on average assets                  |               |  |                 
|Return on average common equity           |               |  |                 
|Net interest margin                       |               |  |                 
|Earnings per share  basic                |               |  | $               
|Earnings per share  diluted              |               |  | $               
|Dividends per share                       |               |  | $               
|                                         
|Non Financial:                            |               | 
|Full-time employees                       |               |  |                 
|New deposit accounts                      |               |  |                 
|Closed deposit accounts                   |               |  |                 
|Full service branches                     |               |  |                 
|ATMs                                     |               |  |                 

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|3. | MATERIAL CHANGES IN FINANCIAL CONDITION. COMPARISON
OF MARCH 31, 2006 TO DECEMBER 31, 2005.
|-- | -------------------------------------------------------------------------------------------

|(In Thousands)                                 | Selected Financial Condition Data
|---------------------------------------------- | ---------------------------------
|
|Cash and cash equivalents                      |                                  
|Securities available-for-sale                  |                                  
|Restricted stock, at cost                      |                                  
|Loans held for sale                            |                                  
|Loans receivable, net                          |                                  
|Premises and equipment, net                    |                                  
|Real estate and other personal property owned  |                                  
|Goodwill                                       |                                  
|All other assets                               |                                  
|Total assets                                   |                                  
|Deposits                                       |                                  
|Federal Home Loan Bank advances                |                                  
|Securities sold under agreements to repurchase |                                  
|Subordinated debt                              |                                  
|All other liabilities                          |                                  
|Total liabilities                              |                                  
|Stockholders equity, net                      |                                  

Total assets  Total
assets increased $21.2 million to $410.8 million at March 31, 2006 from $389.5 million at December 31, 2005. Assets increased
primarily because of a net increase in loans receivable and loans held for sale of $10.3 million.

Cash and cash equivalents
 Cash and cash equivalents increased $6.8 million as a result of increases in securities sold under agreements to
repurchase which provided additional cash.

Securities
available-for-sale  Securities available-for-sale increased $4.2 million to $39.5 million at March 31, 2006 from $35.4
million at December 31, 2005. The net increase was the result of $6.0 million of purchases, partially offset by $1.6 million of
principal repayments. We incurred unrealized losses on securities available-for-sale of $.2 million, before income taxes, for the
quarter ended March 31, 2006.

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We summarize loans
receivable, net of unamortized net deferred loan fees, as of March 31, 2006 and December 31, 2005, in the following table:

|(In thousands)                                            | March 31,2006 |  | December 31,2005
|--------------------------------------------------------- | ------------- |  | ----------------
|First mortgage loans and contracts secured by real estate |               |  | $               
|Commercial real estate loans                              |               |  |                 
|Commercial loans                                          |               |  |                 
|Agricultural loans                                        |               |  |                 
|Consumer loans                                            |               |  |                 
|                                                          |               |  |                 
|                                                          |               |  |                 
|Allowance for loan losses                                 |               |  |                 
|                                                          |               |  |                 
|                                                          |               |  | $               
|                                                          |               |  |                 

Allowance for loan losses for
the periods indicated are:

|(In thousands)               | Three MonthsEndedMarch 31,2006 |  | YearEndedDecember 31,2005
|---------------------------- | ------------------------------ |  | -------------------------
|Balance, beginning of period |                                |  | $                        
|Provision for loan losses    |                                |  |                          
|Losses charged off           |                                |  |                          
|Recoveries                   |                                |  |                          
|                             |                                |  |                          
|Balance, end of period       |                                |  | $                        
|                             |                                |  |                          

Loans Receivable and Loans
Held for Sale  Net loans receivable increased by $6.6 million to $318.6 million at March 31, 2006 from $312.0 million at
December 31, 2005. We attribute the increase primarily to growth in the real estate loan category. The increase consists of a $8.7
million increase in first mortgage loans and contracts secured by real estate and a $.8 million increase in consumer loans. These
increases were offset by a $1.6 million decrease in agricultural loans, a $1.1 million decrease in commercial real estate loans
and a $.2 million decrease in commercial loans.

Heritage Bank purchases and
participates in commercial and lease financing loans. In the normal course of business, banks often purchase loans from other
banks that would exceed the originating banks lending limit. Heritage Bank had $30.4 million and $32.6 million of
participation and purchased loans as of March 31, 2006 and December 31, 2005, respectively. The $30.4 million balance at March 31,
2006 includes $3.4 million of loans purchased from Central Bank and $11.5 million in loans purchased from Timberline Bank. The
$32.6 million balance at December 31, 2005 includes $3.5 million of loans purchased from Central Bank and $12.7 million of loans
purchased from Timberline Bank. Each of the loans purchased from Central Bank and Timberline Bank were loans that would have
exceeded those banks lending limits when originated. Heritage Bank has no participated loans sold as a result of legal
lending limit issues.

During the three months ended
March 31, 2006, loans held for sale increased $3.7 million to $7.6 million at March 31, 2006 from $3.9 million at December 31,
2005. We originated for sale $34.1 million of residential real estate loans, and we sold $30.4 million of residential real estate
loans to the secondary market during the three month period ending March 31, 2006.

Allowance for Loan
Losses  The allowance for loan losses increased $.1 million to $3.8 million at March 31, 2006 as compared to $3.7
million at December 31, 2005. The increase resulted from loan provisions of $.1 million for the three months ended March 31, 2006.
Management believes the allowance for loan losses at March 31, 2006 was adequate given the relatively low level of non-performing
assets and managements assessment of loan risk. The allowance for loan losses to total loans at March 31, 2006 was 1.16% as
compared to 1.19% at December 31, 2005.

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Heritage Bank follows
regulatory guidelines when it suspends interest accrual on a loan. When a loan is placed on non-accrual status, all previously
accrued and uncollected interest is reversed from interest income. At March 31, 2006, Heritage Bank had no non-accrual loans and
no loans past due for 90 days and still accruing interest. At December 31, 2005 by comparison, Heritage Bank had no non-accrual
loans and loans past due for 90 days and still accruing interest totaled $.1 million.

Heritage Banks policy
is to review, classify and report to its Board of Directors its assets on a regular basis and specify any assets that are
substandard (the possibility that some loss could be sustained), doubtful (high likelihood of loss), or
loss (uncollectible). Adequate valuation allowances must be established for assets classified as substandard or
doubtful in accordance with generally accepted accounting principles. If Heritage Bank classifies an asset as a loss, Heritage
Bank must either establish a specific valuation allowance equal to the amount classified as a loss or charge off such amount. At
March 31, 2006, Heritage Bank had no assets classified as loss. At both March 31, 2006 and December 31, 2005, Heritage Bank had no
assets classified as doubtful. At both March 31, 2006 and December 31, 2005, Heritage Bank had $.3 million of reported substandard
assets. As a percent of total Heritage Bank assets, substandard assets were .06% at March 31, 2006 and .07% at December 31, 2005.
At both March 31, 2006 and December 31, 2005, impaired loans totaled $.3 million. Impaired loans included those loans classified
as either substandard or doubtful.

Deposits 
Deposits increased by $16.8 million to $320.5 million at March 31, 2006 from $303.7 million at December 31, 2005. The decrease in
demand accounts and increase in NOW and money market accounts from December 31, 2005 to March 31, 2006 reflect the normal
volatility in these types of accounts. The increases in savings and certificates of deposits primarily resulted from a combination
of competitive rates on all deposit offerings, and Heritage Banks commitment to community banking, both of which continue to
attract depositors. Also, brokered deposits increased $7.8 million to $26.1 million at March 31, 2006, from $18.3 million at
December 31, 2005. Brokered deposits are deposits obtained through a broker who engages in facilitating the placement of deposits
with insured depository institutions for a third party. The following table breaks down our deposits, as of March 31, 2006 and
December 31, 2005, by types and amounts.

|(In thousands)                | March 31,2006 |  |   | December 31,2005
|----------------------------- | ------------- |  | - | ----------------
|Demand accounts               |               |  | $ | 55,166          
|NOW and money market accounts |               |  |   | 34,353          
|Savings accounts              |               |  |   | 52,895          
|Certificate of deposits       |               |  |   | 178,122         
|                              |               |  |   |                 
|                              |               |  | $ | 320,536         
|                              |               |  |   |                 

Borrowed Funds 
Federal Home Loan Bank advances decreased $5.3 million from $42.0 million at December 31, 2005 to $36.7 million at March 31, 2006.
The decrease of $5.3 million consists of $28.0 million in advances and $33.3 million in repayments. Securities sold under
agreements to repurchase increased $9.2 million to $13.5 million at March 31, 2006 from $4.3 million at December 31, 2005.

Stockholders Equity
 Stockholders equity totaled $32.1 million at March 31, 2006, up $.1 million from $32.0 million at December 31,
2005. Stockholders equity activity during the first quarter included $.9 million of net income less cash dividends declared
of $.7 million, and less a $.1 million decrease due to increases in unrealized losses on investments available-for-sale.

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|4. | MATERIAL CHANGES IN RESULTS OF
OPERATIONS-COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2006 AND MARCH 31, 2005.
|-- | -----------------------------------------------------------------------------------------------------------------

|(In thousands)                                          | Selected Income Statement Data
|------------------------------------------------------- | ------------------------------
|
|
|Interest income                                         |                               
|Interest expense                                        |                               
|                                                        |                               
|Net interest income                                     |                               
|Provision for losses on loans                           |                               
|                                                        |                               
|Net interest income after provision for losses on loans |                               
|Non-interest income                                     |                               
|Non-interest expense                                    |                               
|                                                        |                               
|Income from continuing operations before income taxes   |                               
|Income taxes                                            |                               
|                                                        |                               
|Net income                                              |                               
|                                                        |                               

Net Income 
United had net income of $.9 million, or basic and diluted earnings per share of $.30 and $.29, respectively, for the quarter
ended March 31, 2006, as compared to net income of $.9 million, or basic and diluted earnings per share of $.28 and $.28,
respectively for the same quarter in 2005.

Net Interest Income
 Like most financial institutions, the most significant component of Uniteds earnings is net interest income,
which is the difference between the interest earned on interest-earning assets (loans, investment securities and other
interest-earning assets), and the interest paid on deposits and borrowings. We refer to this amount, when divided by average
interest-earning assets, as the net interest margin, expressed as a percentage. Net interest income and net interest
margins are affected by changes in interest rates, the volume and the mix of interest-earning assets and interest-bearing
liabilities, and the level of non-performing assets. We refer to the difference between the yield on interest-earning assets and
the cost of interest-bearing liabilities expressed as a percentage as the net interest-rate spread. Net interest
income increased $.3 million from $3.2 million for the three months ended March 31, 2005 to $3.5 million for the three months
ended March 31, 2006. Net interest margin decreased .15% from 3.99% for the three month period ended March 31, 2005 to 3.84% for
the three month period ended March 31, 2006. Net interest spread increased .02% from 4.18% for the three month period ended March
31, 2005 to 4.20% for the three month period ended March 31, 2006.

Interest Income 
Interest income increased $1.2 million from $4.6 million for the three month period ended March 31, 2005 to $5.8 for the three
month period ended March 31, 2006. For the three month period ended March 31, 2006, compared to the three month period ended March
31, 2005, interest on loans receivable increased $1.2 million, and interest on investments and other interest-earning assets
remained consistent. This increase was the result of an increase in average balances of loans receivable of $44.7 million and an
increase in average rates on loans of .15% for the three month periods ended March 31, 2006 compared to March 31, 2005.

Interest Expense
 Interest expense increased $1.0 million from $1.4 million for the three month period ended March 31, 2005 to $2.4
million for the three month period ended March 31, 2006. The average balance of interest bearing deposits increased $40.7 million
for the first quarter ended 2006 compared to the same quarter in 2005, resulting in a $.9 million increase in interest expense, as
average rates on deposits also increased .28%.

For the three month period
ended March 31, 2006, compared to the three month period ended March 31, 2005, interest on other borrowings increased $.1 million.
The average balance of other borrowings decreased $5.1 million for the quarter ended March 31, 2006 as compared to the same
quarter in 2005, however, weighted average rates have increased .19%.

Provision for Loan Losses
 United provided $.1 million for loan losses in the first quarter ended March 31, 2006 and made no provision in the
first quarter of 2005. Asset quality at Heritage Bank remained relatively strong during the first quarter of 2006. Heritage
Banks past due and non-accrual loans totaled 0% and .17% of total loans at March 31, 2006 and 2005, respectively.

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Management determines the
provision for loan losses as the amount to be added to the allowance for loan losses, after management deducts net charge-offs, in
order to bring the allowance to a level which management considers adequate to absorb probable losses inherent in the loan
portfolio in accordance with GAAP. Future additions to Uniteds allowance for loan losses and any change in the related ratio
of the allowance for loan losses to non-performing assets are dependent upon the performance and composition of Uniteds loan
portfolio, the economy, inflation, changes in real estate values and interest rates and the view of the regulatory authorities
toward adequate reserve levels.

Non-interest Income In addition to net interest income, United generates non-interest income from a range of retail banking services, including
mortgage banking activities and service charges for deposit services. Non-interest income increased $.1 million from $.9 million
for the three month period ended March 31, 2005 to $1.0 million for the three month period ended March 31, 2006.

Non-interest Expense
 Uniteds non-interest expense increased $.2 million during the three month period ending March 31, 2006 to $2.9
million as compared to $2.7 for the same period in 2005. This increase was principally due to the increased personnel expenses.

# 5.    ASSET/LIABILITY MANAGEMENT

Uniteds earnings depend
to a large extent on the level of its net interest income. Net interest income depends upon the difference (referred
to as interest rate spread) between the yield on Uniteds loan and investment portfolios and interest-earning
cash balances (referred to as interest-earning assets), and the rates paid on its deposits and borrowings (referred to
as interest-bearing liabilities). The relative amounts of our interest-earning assets and interest-bearing liabilities
also affect net interest income. In recent years, our interest-earning assets have exceeded interest-bearing liabilities. However,
when interest-earning assets decrease as a result of non-accrual loans and investments in non-interest earning assets, net
interest income and interest rate spread also decrease and any continued decrease in the level of interest-earning assets would
generally result in a negative impact on earnings.

One of managements
primary objectives has been to structure the balance sheet to reduce our vulnerability to changes in interest rates (referred to
as interest rate risk). Commercial banking institutions can suffer from a mismatch in the term to maturity of their
assets and liabilities, with mortgage loan assets tending to be of a much longer term than deposits, the primary liabilities of
commercial banking institutions. In periods of rising interest rates, this mismatch can render commercial banking institutions
vulnerable to increases in costs of funds (deposits and borrowings) that can outstrip increases in returns on longer-term fixed
rate loans and investments, resulting in a reduction in interest rate spread and lower earnings.

Management has employed
several strategies to minimize the mismatch of asset and liability maturities. Heritage Bank sells the majority of
newly-originated long-term (15- to 30-year maturity) fixed-rate mortgage loans to the secondary market. Heritage Bank sells these
loans at their outstanding principal balance, which is the prearranged contract purchase price, and therefore, the amount
recognized under the income statement caption gain on sale of loans represents fee income only. Heritage Bank promotes
the origination and retention of loans providing for periodic interest rate adjustments, shorter terms to maturity or balloon
provisions. Heritage Bank also emphasizes investment in adjustable rate or shorter-term mortgage-backed securities and other
interest-earning investments. When maturities of loans increase, management offsets the increased interest rate risk with matching
funds and maturities with Federal Home Loan Bank borrowings.

# 6.    LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of funds
are deposits, FHLB borrowings, repurchase agreements, proceeds from loan sales, and loan and mortgage-backed securities
repayments. While maturities and scheduled amortization of loans and mortgage-backed securities are a predictable source of funds,
deposit flows and mortgage prepayments are greatly influenced by market interest rates, economic conditions and competition. In a
period of declining interest rates, mortgage prepayments generally increase. As a result, we generally would invest these proceeds
from mortgage prepayments in lower yielding loans or other investments which have the effect of reducing interest income. In a
period of rising interest rates, mortgage prepayments would generally decrease and we generally would invest the proceeds from
such prepayments in higher yielding loans or investments which would have the effect of increasing interest income.

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United is subject to various
regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatoryand possibly additional discretionaryactions by regulators that, if undertaken, could have a
direct material effect on our operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective
action, United and Heritage Bank must meet specific capital guidelines that involve quantitative measures of the assets,
liabilities, and certain off-balance-sheet items as calculated under regulatory accounting guidelines. Capital amounts and
classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative requirements for
capital adequacy include minimum amounts and ratios set forth in the table below. As of March 31, 2006 United met all regulatory
capital adequacy requirements to which it is subject.

|Consolidated:             | Actual |  | Minimum for capitaladequacy purposes
|------------------------- | ------ |  | ------------------------------------
|
|March 31, 2006:           |        |  |                                     
|Total risk-based capital  |        |  | $                                   
|Tier I risk-based capital |        |  |                                     
|Tier I leverage           |        |  |                                     

# ITEM 3   QUANTITATIVEAND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.

Market Risk 
Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices such as interest
rates, foreign currency exchange rates, commodity prices and equity prices. Since Uniteds earnings depend on its level of
interest rate spread, its primary market risk exposure is interest rate risk (IRR).

Interest Rate Risk
 United has established a formal IRR policy, and Heritage Bank has an Asset/Liability Management Committee
(ALCO) and an Investment Committee, which meet at least quarterly to review and report on managements efforts to
minimize IRR. United has employed several asset/liability management strategies to minimize its exposure to IRR. These strategies
include selling most newly-originated long-term fixed-rate mortgages, promoting the origination and retention of loans providing
for periodic interest rate adjustments, shorter terms to maturity or balloon provisions, and investing in adjustable rate or
shorter-term mortgage-backed securities and other interest-earning investments.

The Asset/Liability
Management Committee utilizes a detailed simulation model prepared by an institution fund management service to quantify the
estimated exposure of net interest income (NII) to sustained interest rate changes. The model predicts the impact of
changing interest rates on the interest income received and interest expense paid on assets and liabilities. We compare this
sensitivity analysis to ALCO policy limits which specify a maximum tolerance level for NII given a 200 basis point (bp) rise or
decline in interest rates.

The following table
summarizes the sensitivity analysis for Heritage Bank as of December 31, 2005, the most recent information available. Management
believes there has been no material change in interest rate risk since December 31, 2005. For additional information, see
Managements Discussion and Analysis of Financial Condition and Results of Operations included herein in Item 2
and refer to the Interest Rate Risk Management discussion included in our Annual Report on Form 10-K for the year ended December
31, 2005.

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|Heritage BankEstimated decreasein net interest income: | Interest RateChange+200 bp |  | Interest RateChange-200 bp
|------------------------------------------------------ | -------------------------- |  | --------------------------
|0-90 days                                              |                            |  | $                         
|91-360 days                                            |                            |  |                           
|2 years                                                |                            |  |                           
|3 years                                                |                            |  |                           

The preceding sensitivity
analysis does not represent a forecast and you should not rely upon the analysis as being indicative of expected operating
results. These hypothetical estimates are based upon numerous assumptions, including the nature and timing of interest rate levels
including yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits,
reinvestment/replacement of assets and liability cash flows and other assumptions. Sensitivity analysis does not reflect actions
that United might take in responding to or anticipating changes in interest rates.

ITEM 4   CONTROLSAND PROCEDURES.

Under the supervision and
with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934 (the Exchange Act)). Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures
were effective. There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the
Exchange Act) during our first quarter that have materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

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# PART II  OTHER INFORMATION

ITEM 1   LEGALPROCEEDINGS.

Although neither we nor
Heritage Bank is involved in any material pending litigation as of March 31, 2006, Heritage Bank is a defendant in various legal
proceedings arising in the normal course of business. In the opinion of management, the disposition of current litigation will not
have a material effect on Uniteds consolidated financial position, results of operations, or liquidity.

ITEM 1A   RISKFACTORS.

In addition to the other
information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussing Part I,
Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2005, which could materially
affect our business, financial condition or future results. The risks described in our Form 10-K are not the only risks facing our
Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may
materially adversely affect our business, financial condition and/or operating results.

ITEM 2   UNREGISTEREDSALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3   DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4   SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5   OTHER INFORMATION.

None

ITEM 6   EXHIBITS.

|A. | Exhibits
|-- | --------

| |  | 10.1* |  | Amendment to Management Retention Supplemental Retirement Income
Salary Continuation Plan between Kevin Clark and Heritage Bank.
| |  | ----- |  | --------------------------------------------------------------------------------------------------------------------------------

| |  | 10.2* |  | Amendment to Heritage Bank Supplemental Retirement Agreement
between Heritage Bank and Steve L. Feurt.
| |  | ----- |  | ------------------------------------------------------------------------------------------------------

| |  | 31.1 |  | Certification of chief executive officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
| |  | ---- |  | ---------------------------------------------------------------------------------------------------

| |  | 31.2 |  | Certification of chief financial officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
| |  | ---- |  | ---------------------------------------------------------------------------------------------------

| |  | 32.1 |  | Certification of chief executive officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
| |  | ---- |  | ---------------------------------------------------------------------------------------------------

| |  | 32.2 |  | Certification of chief financial officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
| |  | ---- |  | ---------------------------------------------------------------------------------------------------

| | *Management contract or compensation plan or arrangement required
to be filed as an exhibit to Form 10-Q.
| | ---------------------------------------------------------------------------------------------------------

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# Signatures

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:

|     | United Financial Corp.
|---- | ----------------------
|    
|Date | May 12, 2006          
|     |                       
|    
|Date | May 12, 2006          
|     |                       
|    

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