SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

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UNITED FINANCIAL CORP.

(Name of Registrant as Specified in its Charter)

_______________________________________________________________

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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UNITED

FINANCIAL

CORP.

120 First Avenue North

Great Falls, Montana 59401

(406) 727-6106

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 23, 2006

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of United Financial Corp. (the “Company”) will be held at the La Quinta Inn, 600 River Drive South, in Great Falls, Montana on May 23, 2006 at 1:00 p.m., Mountain time, for the following purposes:

To elect two Directors of the Company to serve on the Board of Directors until the Annual Meeting of Shareholders to be held in 2009 or until their successors are duly elected and qualified and;

To consider and act upon any other matters that may properly come before the meeting or any adjournments thereof.

The Board of Directors has selected April 11, 2006 as the record date for the Annual Meeting. Only those shareholders of record at the close of business on that date will be entitled to receive notice of and to vote at the Annual Meeting or any adjournment or adjournments thereof.

You are cordially invited to attend the Annual Meeting. It is important that your shares be represented regardless of the number you own. Even if you plan to be present, you are urged to complete, sign, date and return the enclosed proxy promptly in the envelope provided. If you attend this meeting, you may vote either in person or by your proxy. Any proxy given may be revoked by you in writing or in person at any time prior to the exercise thereof.

By the Order of the Board of Directors


	Kurt R. Weise
	Chairman of the Board

April 28, 2006

PROXY STATEMENT

This Proxy Statement (the “Proxy Statement”) is being furnished to shareholders of United Financial Corp., a Minnesota corporation (the “Company”), in connection with the solicitation of proxies by the Company for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at the La Quinta Inn, 600 River Drive South, in Great Falls, Montana on May 23, 2006, at 1:00 p.m., Mountain time, and at any adjournment or adjournments thereof. The approximate date of mailing of this Proxy Statement and the accompanying form of proxy is May 8, 2006.

Record Date; Shareholders Entitled to Vote; Quorum

The Board of Directors of the Company has selected April 11, 2006 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. A total of 3,072,329 shares of the Company’s common stock, no par value per share (the “Common Stock”), were outstanding as of the close of business on that date. Shareholders will be entitled to cast one vote for each share of the Company’s Common Stock held by them at the close of business on the record date on any matter that may be presented at the Annual Meeting for consideration and action by the shareholders. A majority of the voting power of the outstanding shares of Common Stock entitled to vote, represented in person or by proxy, will be required to constitute a quorum for the Annual Meeting.

Voting Your Shares; How Proxies Are Counted

All valid proxies received in response to the solicitation will be voted in accordance with the instructions indicated thereon by the shareholders giving such proxies. If no contrary instructions are given, each such proxy will be voted in favor of the proposal described in this Proxy Statement, unless and to the extent authority to do so is withheld in the enclosed proxy.

Shares voted as “withhold vote for” the proposal will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the meeting and as unvoted, although present and entitled to vote, for purposes of the proposal with respect to which the shareholder has abstained. If a broker submits a proxy that indicates the broker does not have discretionary authority to vote certain shares, those shares will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the meeting, but will not be considered as present and entitled to vote with respect to the matters on which authority is withheld.

The Board of Directors does not know of any business to be presented for action at the Annual Meeting other than that described herein. If any other business is properly presented at the Annual Meeting and may be properly voted upon, the proxies solicited hereby will be voted on such matters in accordance with the best judgment of the proxy holders named therein.

Revoking Your Proxy

Any shareholder has the power to revoke his or her proxy at any time before it is voted at the Annual Meeting by filing written notice of such revocation to the Secretary of the Company (which notice shall be given by the filing of a duly executed proxy bearing a later date) or by attending the Annual Meeting and voting in person. Proxies solicited by the Company’s Board of Directors hereby are for use solely at the Annual Meeting and any adjournment or adjournments thereof.

Cost of Solicitation

The expense of this proxy solicitation will be borne by the Company. To the extent necessary, proxies may be solicited by personnel of the Company in person, by telephone, or through other forms of communication. Company personnel who participate in the solicitation will not receive any additional compensation for such solicitation. The Company will request recordholders of shares beneficially owned by others to forward this Proxy Statement and related materials to the beneficial owners of such shares and will reimburse such recordholders for their reasonable expenses incurred in doing so.

Corporate Governance

The Board of Directors is committed to good business practices and transparency in financial reporting. The Company complies with a plan of corporate governance for the purpose of defining responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. The Board continues to review the Company’s governance policies and practices against the requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), related rules of the Securities and Exchange Commission (the “SEC”) and Nasdaq’s listing standards to insure proper compliance.

Our Audit, Compensation and Nominating Committee charters and Code of Ethics and Business Conduct can be obtained by visiting the Company’s website and clicking on theCorporate Governancelink on the Company’s home pagewww.ufcmontana.com, or by writing to: United Financial Corp., c/o Investor Relations, P.O. Box 2779, Great Falls, MT 59403.

Communication with Directors

The Board of Directors has adopted the following process for shareholders to send communications to members of the Board. Shareholders may communicate with the chairs of the Audit, Compensation and Nominating Committees of the Board, or with our independent Directors, by sending a letter to the following address: United Financial Corp., P.O. Box 2421, Great Falls, MT 59403. All communications will be relayed to the appropriate members.

Compensation of Directors

All Directors of the Company and Heritage Bank receive one $400 fee for each monthly board meeting. In addition, Directors not employed by the Company or its affiliates receive a monthly retainer of $400. The Company also reimburses Directors for out-of-pocket expenses incurred in attending monthly board meetings. All Directors are eligible for awards under the 2000 Long-Term Incentive and Stock Option Plan (the “Stock Option Plan”). Directors of the Company collectively were granted options to purchase 11,000 shares of Common Stock in October of 2005 at an exercise price of $20.20 per share. Individual options granted were as follows: Mr. Weise, 3,500 shares; Mr. Clark, 2,500 shares; Mr. Feurt, 2,500 shares; Dr. Bloemendaal, 625 shares; Mr. Madison, 625 shares; Mr. Murray, 1,250 shares.

Board Meetings and Committees

During the year ended December 31, 2005, the Board of Directors of the Company held eight regularly scheduled meetings. All Directors attended at least 75% of the meetings of (i) the Board of Directors held during the periods for which they served as Directors and (ii) the Board committees on which they served during the periods that they served on such committees. The Company has no policy regarding Director attendance at annual shareholders meetings. Last year, all Directors attended the annual meeting. The Company has an Audit Committee, a Compensation Committee and a Nominating Committee.

Audit Committee

The Audit Committee consists of Messrs. Madison and Murray and Dr. Bloemendaal, each of whom meets the criteria for independent directors set forth in the Nasdaq listing standards. The Board has determined that Mr. Murray meets the definition of “audit committee financial expert” as defined by Item 401(h), Regulation S-K, of the Securities Act of 1933, as amended. The Audit Committee’s responsibilities include overseeing:

•

the conduct of the Company’s accounting and financial reporting processes, the audits of the Company’s financial statements and the integrity of the Company’s audited financial statements and other financial reports;

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the performance of the Company’s internal accounting and financial controls function;

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the engagement, replacement, compensation, qualifications, independence and performance of the Company’s independent registered public accounting firm; and

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the portions of the Company’s Code of Ethics and Business Conduct and related policies regarding the Company’s accounting, internal accounting controls or auditing matters.

The Audit Committee held five meetings during the year ended December 31, 2005.

The Audit Committee operates under a formal written charter originally adopted by the Board of Directors in 2000 and amended in 2004. As part of its periodic review of audit committee-related matters, the Audit Committee has received updates on the relevant requirements of the Sarbanes-Oxley Act, the revised rules of the SEC and the new corporate governance listing standards of Nasdaq that were adopted in 2003. The Board amended the Committee charter effective April 1, 2004 to implement these new rules and standards.

Compensation Committee

The Compensation Committee consists of Messrs. Madison and Murray and Dr. Bloemendaal, each of whom meets the independence criteria set forth in the Nasdaq listing standards. The Compensation Committee’s responsibilities include:

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evaluating officer and Director compensation policies, goals, plans and programs;

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determining the cash and non-cash compensation of the Company’s Directors and executive officers;

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reviewing and making recommendations to the Board with respect to the administration of the Company’s equity-based and other incentive compensation plans;

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evaluating the performance of the Company’s executive officers;

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assisting the Board in evaluating potential candidates for executive officer positions with the Company and oversee management succession planning; and

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producing the Committee report required by the applicable rules and regulations of the Securities and Exchange Commission and other regulatory bodies for inclusion in the Company’s annual proxy statements.

The Compensation Committee operates under a formal written charter approved by the Board of Directors effective April 1, 2004. The Compensation Committee met twice during the year ended December 31, 2005.

Nominating Committee

The Nominating Committee consists of Messrs. Madison and Murray and Dr. Bloemendaal, each of whom meets the independence criteria set forth in the Nasdaq listing standards. The Nominating Committee’s responsibilities include assisting the Board in:

•

establishing the minimum qualifications for a Director nominee, including the qualities and skills that Board members are expected to possess;

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identifying and evaluating individuals qualified to become Board members, consistent with criteria approved by the Board; and

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selecting, or recommending that the Board select, the Director nominees for election at the next annual meeting of shareholders, and filling vacancies on the Board occurring between annual meetings of shareholders.

The Committee operates under a formal written charter approved by the Board of Directors effective April 1, 2004. The Nominating Committee did not meet in 2005.

The Nominating Committee will consider nominees recommended by shareholders, provided that the recommendations are made in accordance with the procedures described in this Proxy Statement under “Shareholder Proposals and Director Nominations.” The Committee evaluates all candidates, including shareholder-proposed candidates, using generally the same methods and criteria, although those methods and criteria are not standardized and may vary from time to time. The Nominating Committee is authorized to establish guidelines for the qualification, evaluation and selection of new Directors to serve

on the Board. It is not anticipated that the Committee will adopt specific minimum qualifications for Committee-recommended nominees, but that the Committee will instead evaluate each nominee on a case-by-case basis, including assessment of each nominee’s business experience, involvement in the communities served by the Company, and special skills. The Nominating Committee will also evaluate whether the nominee’s skills are complementary to existing Board members’ skills, and the Board’s need for operational, management, financial, technological or other expertise, as well as geographical representation of the Company’s market areas.

The Nominating Committee may solicit Directors and officers of the Company for names of potential candidates for Director nominations. The Nominating Committee does not currently utilize the services of any third party search firm to assist in the identification or evaluation of potential nominees. However, the Committee may engage a third party to provide such services in the future, as it deems necessary or appropriate at the time in question.

The Nominating Committee makes a preliminary assessment of each proposed nominee based upon the resume and biographical information, an indication of the individual’s willingness to serve and other background information. This information is evaluated against the criteria set forth above and the specific needs of the Company at that time. Based upon a preliminary assessment of the candidate(s), those who appear best suited to meet the needs of the Company may be invited to participate in a series of interviews, which are used as a further means of evaluating potential candidates. On the basis of information learned during this process, the Nominating Committee determines which nominee(s) to recommend to the Board to submit for election at the next annual meeting.

No candidates for Director nominations were submitted to the Nominating Committee by any shareholder in connection with the 2006 Annual Meeting of Shareholders.

PROPOSAL ONE-ELECTION OF DIRECTORS

In accordance with the Company’s bylaws, the Company’s Board of Directors are elected for terms of three years. The number of Directors currently serving on the Company’s Board of Directors is five.

Kurt R. Weise and Kevin P. Clark have been nominated for reelection to the Company’s Board of Directors for three-year terms expiring in 2009. Each of the Director nominees listed below has consented to being named in this Proxy Statement and has indicated his willingness to serve if elected. If any Director nominee becomes unable to serve, the proxy solicited hereby will be voted for the election of such other person or persons as the Board of Directors shall select. No Directors have terms expiring in 2008.

The following table sets forth the names of and certain information concerning the Director nominees and continuing members of the Board of Directors of the Company.

Name	Age	Director Since	Term	Positions Currently Held With the Company and Its Subsidiaries

Director Nominees

Kurt R. Weise	49	1998	2009	Chairman and Director of the Company, Director and Vice President of Heritage Bank

Kevin P. Clark	50	1998	2009	Chief Executive Officer and Director of the Company, President and Chief Executive Officer of Heritage Bank

Continuing Directors

J. William Bloemendaal	76	1976	2007	Director

William L. Madison	50	1996	2007	Director

Kenneth R. Murray	68	2004	2007	Director

Mr. Weise has served as Chairman of United since 2003. Mr. Weise has served as Director of United since 1998, and Director and Vice President of Heritage Bank since 1994. Mr. Weise’s term of office as a Director of United expires at United’s annual shareholder meeting in 2006. Mr. Weise also serves as President of Central Financial Services (“CFS”), a bank-consulting firm and President of Central Bancshares, Inc. (“Central Bancshares”). Central Bancshares is the parent company of Central Bank, located in Stillwater, Minnesota. Central Bancshares and CFS are both wholly-owned by United’s largest shareholder. CFS provides various management services to United, including certain accounting and tax services, investment consulting, personnel consulting, asset liability management and regulatory consulting. See “Executive Compensation and Other Information – Certain Relationships and Related Transactions Between Management and the Company.”

Mr. Clark has served as Chief Executive Officer of United since June 2005 and as Director of United since 1998. Mr. Clark has served as Director, President and Chief Executive Officer of Heritage Bank since 1994. Mr. Clark’s term of office as a Director of United expires at United’s annual shareholder meeting in 2006.

Dr. Bloemendaal is a physician specializing in orthopaedic surgery. He has practiced medicine since 1961 and has been associated since 1975 with Great Falls Orthopaedic Associates, a ten member physician group specializing in orthopaedic surgery. Dr. Bloemendaal currently serves as President of Great Falls Orthopaedic Associates.

Mr. Madison has served as President/owner of Johnson Madison Lumber Co., Inc., a retail building materials business in Great Falls, Montana, since 1984.

Mr. Murray is a former Group Executive Vice President of Wells Fargo & Company, a position he held until his retirement from Wells Fargo & Company in 1999. He has nearly 40 years of banking experience, having begun his banking career at Chase Manhattan Bank in 1962.

Approval of the Proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting and entitled to vote.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF
THE ABOVE NOMINEES FOR THE TERMS INDICATED.

AUDIT COMMITTEE REPORT AND APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

The Audit Committee of the Company’s Board of Directors is composed of the following non-employee Directors: Messrs. Murray and Madison and Dr. Bloemendaal. All of the members of the Audit Committee are independent for purposes of the Nasdaq listing standards. The Audit Committee operates under a written charter adopted by the Board of Directors.

Management is responsible for the Company’s internal controls and the financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with standards of the Public Company Oversight Board (United States), and to issue a report on the Company’s financial statements. The Audit Committee’s responsibility is to monitor and oversee these processes.

In this context, the Audit Committee has reviewed and discussed with management and the independent registered public accounting firm the audited consolidated financial statements. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU 380), as may be modified or supplemented.

The Company’s independent registered public accounting firm also provided to the Audit Committee the written disclosure and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as may be modified or supplemented, and the Audit Committee discussed with the independent registered public accounting firm the accounting firm’s independence. The Audit Committee also considered whether non-audit services provided by the independent registered public accounting firm during the last year were compatible with maintaining the independent registered public accounting firm’s independence.

Based upon the Audit Committee’s review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission.

Members of the Audit Committee

J. William Bloemendaal

William L. Madison

Kenneth R. Murray (Chairman)

ADDITONAL INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Fees

Audit fees billed or expected to be billed to the Company by McGladrey & Pullen, LLP (“McGladrey”) for the audit of the Company’s financial statements for the years ended December 31, 2005 and 2004 and for reviews of the Company’s financial statements included in the Company’s quarterly reports on Form 10-Q during that period totaled $81,500 in 2005 and $71,000 in 2004.

Audit-Related Fees

Audit-related fees billed to the Company by McGladrey totaled $3,362 in 2005 and $12,500 in 2004. The 2004 fees relate to the audit of the employee benefit plan and the 2005 fees relate to the filing of Form S-8 with the SEC.

Tax Fees

Fees billed to the Company by McGladrey for tax services provided totaled $5,190 in 2005 and $1,763 in 2004. Tax services provided included the review of the Company prepared Federal and State of Montana Corporate Income Tax Returns prior to filing. The 2005 fees include cost-segregation study procedures.

All Other Fees

Fees billed for services not included above by McGladrey totaled $8,967 in 2005 and $0 in 2004. Fees billed in 2005 relate to assistance with various audit and accounting matters, including review of readiness for Sarbanes-Oxley Section 404 internal control requirements.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

The services performed by McGladrey in 2005 were pre-approved in accordance with pre-approval policy and procedures adopted by the Audit Committee. This policy describes the permitted audit, review, attest and non-audit services that the independent registered public accounting firm may perform. The policy requires that prior to the beginning of each fiscal year, a description of the services expected to be performed by the independent registered public accounting firm in the following fiscal year be presented to the Audit Committee for approval.

Any requests for audit, review, attest and non-audit services must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings.

A representative of McGladrey is not expected to be present at the meeting of shareholders.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Company’s Board of Directors is composed of the following non-employee Directors: Messrs. Madison and Murray and Dr. Bloemendaal. All members of the Committee have been determined to be independent as defined by Nasdaq listing standards. The Compensation Committee advises the Chief Executive Officer and the Board of Directors on matters of compensation philosophy and recommends salaries, incentives and other forms of compensation for the Company’s Directors, officers and other employees. The Compensation Committee has reviewed and is in accord with the compensation paid to executive officers in 2005.

Compensation Policy

A basic objective of the Compensation Committee is to establish a compensation package appropriate for each officer’s scale of responsibility and performance, commensurate with the marketplace compensation for executives of companies of similar size as the Company, and to attract, motivate and retain executives of the necessary caliber. In determining each officer’s compensation, the Compensation Committee considers several performance factors including objective measurements such as the Company’s financial results. In addition, a number of subjective evaluations are used. The Compensation Committee does not base its decisions on any set profitability formulas. The Compensation Committee reviews the compensation of each officer, the individual achievements and performance of each officer and salary recommendations made by the Chief Executive Officer covering all officers (other than the Chief Executive Officer). The specific recommendations reflect the job responsibilities assigned to each officer, the manner in which those duties have been performed, and the prevailing market conditions relative to each position.

Bonus Awards for 2005

The Company maintains a bonus plan for its executive officers and other management personnel. Bonuses payable under the plan are based on return on assets, asset quality and the overall growth and performance of the Company’s subsidiary bank. In January 2006, the Compensation Committee approved bonuses for executive officers and certain other employees for recognition of established objectives during 2005. For executive officers, the established objectives included the achievement of a prescribed profit plan as compared to budgeted profit figures and prescribed credit quality factors.

Long-Term Incentive Awards for 2005

A majority of the independent Directors, as defined by the Nasdaq listing standards, approved option awards to certain executive officers in 2005. The considerations for their awards are described under “Long-Term Incentive Compensation”. The Compensation Committee also approves awards under the Stock Option Plan using the same considerations.

Chairman and CEO Compensation

Mr. Weise has not received direct compensation from the Company for his services as Chairman of the Board. He has been compensated for his services as an officer of the Company through CFS and as a Director through the Director’s fees and option grants received. CFS bills the Company at predetermined hourly rates for Mr. Weise’s services provided to the Company. These hourly rates are approved by the Compensation Committee and the full Board annually and are reviewed for reasonableness as compared to current market rates for similar services provided by third party accounting and investment firms. See “Executive Compensation and Other Information – Certain Relationships and Related Transactions Between Management and the Company.”

In addition to the bonus and long-term incentive awards described above, the compensation committee also considers Mr. Clark’s deferred compensation plan benefits when determining his annual compensation. See “Executive Compensation and Other Information”.

Compliance with Internal Revenue Code Section 162(m)

As a result of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), which was enacted into law in 1993, the Company will not be allowed a federal income tax deduction for compensation paid to certain executive officers to the extent that compensation exceeds $1 million per officer in any one year. This limitation will apply to all compensation paid to the covered executive officers which is not considered to be performance based. Compensation which does qualify as performance-based compensation will not have to be taken into account for purposes of this limitation. The Committee believes that options granted under the Company’s Stock Option Plan will meet the requirements for qualifying as performance-based compensation.

Section 162(m) of the Code did not affect the deductibility of compensation paid to our executive officers in 2005 and is not anticipated to affect the deductibility of such compensation expected to be paid in the foreseeable future. The Committee will continue to monitor this matter and may propose additional changes to the executive compensation program if warranted.

Members of the Compensation Committee

J. William Bloemendaal

William L. Madison (Chairman)

Kenneth R. Murray

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table shows the cash and non-cash compensation paid by the Company during the past three years to its Chief Executive Officer and each executive officer who received cash compensation from the Company during the year ended December 31, 2005 exceeding $100,000. The number of options listed below have been restated for applicable stock dividends.

Summary Compensation Table

					Long-term
Name and		Annual Compensation		Other Annual	Compensation Awards
Principal Positions	Year	Salary ($)	Bonus ($)	Compensation ($)	Number of Options
Kurt R. Weise
Chairman and Director	2005	(1)	-	-	3,500(4)
	2004	(1)	-	-	500(3)
	2003	(1)	-	-	938(2)

Kevin P. Clark	2005	$138,000	$41,800	$7,700(5)	2,500(4)
Chief Executive Officer	2004	$132,700	$64,800	$8,900(5)	500(3)
and Director	2003	$127,600	$63,800	$8,500(5)	938(2)

Steve L. Feurt	2005	$135,700	$41,100	$7,700(5)	2,500(4)
President and Director	2004	$130,500	$63,800	$8,700(5)	500(3)
	2003	$125,500	$62,800	$8,500(5)	938(2)

__________________

(1)

Mr. Weise has not received direct compensation for his services as the Company’s Chairman of the Board. He has been compensated for services as a Director through the Directors’ fees and option grants and for services as an officer of the Company through CFS. See “Executive Compensation and Other Information – Certain Relationships and Related Transactions Between Management and the Company – Transactions with CFS”.

(2)	Represents options granted pursuant to the Stock Option Plan, which vest in equal annual installments over a four year period with the first 25% installment vesting on May 20, 2004.

(3)	Represents options granted pursuant to the Stock Option Plan, which vest in equal annual installments over a four year period with the first 25% installment vesting on May 25, 2005.

(4)	Represents options granted pursuant to the Stock Option Plan, which vest in equal annual installments over a four year period with the first 25% installment vesting on October 31, 2006.

(5)	Company’s 401(k) Thrift Retirement Plan (the “401(k) Plan”).

Annual salary amounts include non-cash adjustments to the officers W-2 for personal use of Company owned vehicles in accordance with IRS guidelines. The Company also pays the annual dues to a local Country Club for both Mr. Clark and Mr. Feurt. These dues totaled $7,600, $7,000, and $6,900 in 2005, 2004 and 2003, respectively.

Long-Term Incentive Compensation. Long-term incentives are provided through the grant of stock options. The grants are designed to align the interest of each executive officer with those of our shareholders and provide each individual with an incentive to seek the same objectives as shareholders, to retain executives through vesting and to lower the overall cash cost of compensation. In general, option grants are viewed as incentives for future performance and not as compensation for past accomplishments. In determining the number of shares subject to stock option grants, the independent members of the Board of Directors, who have approved grants to executive officers in the past, take into consideration the job responsibilities, experience and contributions of the individual as well as the recommendations of the Chief Executive Officer. The options vest over a period of four years and are generally not exercisable for at least one year after the date of grant. Each option grant allows the individual to acquire shares of the Company’s Common Stock at a fixed price per share over a ten-year period of time. Executive officers receive gains from stock options only to the extent that the fair market value of the stock has increased since the date of the option grant. The Compensation Committee also approves option grants to executive officers.

Stock Option Plan. The Stock Option Plan was adopted by the Company’s Board of Directors on January 25, 2000 and approved by the Company’s shareholders at the Annual Meeting held on May 23, 2000. The purpose of the Stock Option Plan is to aid in attracting and retaining employees, management, other personnel and non-employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to afford them an opportunity to acquire a proprietary interest in the Company. The Stock Option Plan provides for a maximum of 322,500 shares of the Company’s Common Stock for issuance under options or other awards subject to adjustment in certain circumstances.

The following table contains information concerning the grant of stock options under the Stock Option Plan during 2005 to each of the executive officers named in the Summary Compensation Table who received option grants.

Stock Options Granted in 2005

Individual Grants									Potential Realizable
	Number of Securities Underlying Options		Percent of Total Options Granted to Employees in		Exercise Price		Expiration		Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(2)
Name	Granted(#)(1)		2005		($/Sh)		Date		5%($)		10%($)

Kurt R. Weise		3,500		10.1%	$	20.20		10/31/15	$	44,500	$	112,700
Kevin P. Clark		2,500		7.2%	$	20.20		10/31/15	$	31,800	$	80,500
Steve L. Feurt		2,500		7.2%	$	20.20		10/31/15	$	31,800	$	80,500

________________

(1)	Each option represents the right to purchase one share of the Company’s Common Stock, subject to vesting in equal annual installments over a four year period with the first 25% installment vesting on October 31, 2006. All options become fully vested upon a change in control of the Company.

(2)

These amounts represent certain assumed annual rates of appreciation only. Potential realizable value is calculated assuming 5% and 10% appreciation in the price of the Common Stock from the date of grant. Actual gains, if any, on stock option exercises are dependent on the future performance of the Common Stock, and overall stock market conditions. The amounts reflected in this table may not necessarily be achieved.

The following table sets forth information concerning the exercise of options during 2005 and unexercised options held as of December 31, 2005 for each of the executive officers named in the Summary Compensation Table.

Aggregated Options Exercises in 2005 and Year End Option Values

	Shares				Number of Securities Underlying Unexercised Options				Value of Unexercised In-the-Money Options
	Acquired On		Value		At Year End(#)				At Year End($)(1)
Name	Exercise(#)		Realized($)(1)		Exercisable		Unexercisable		Exercisable		Unexercisable

Kurt R. Weise		–		–		34,367		8,727	$	389,500	$	46,700
Kevin P. Clark		1,929		25,900		14,000		6,438	$	140,900	$	34,000
Steve L. Feurt		–		–		19,969		6,438	$	216,100	$	34,000

(1)	Calculated based on the difference between the exercise prices of such options and the price of the Company’s Common Stock at December 31, 2005, which was $20.75 per share.

Deferred Compensation Plans. The Company has a deferred compensation agreement with Kevin P. Clark that provides for pre-determined periodic payments over 15 years upon retirement or death. In the event of acquisition of the Company by a third party, disability or early retirement, the pre-determined payments are based on years of service. Assuming Mr. Clark retires at age 62, the projected annual benefit is $67,476 for a total payment of $1,012,140 over the 15 year period. At any time, Mr. Clark is 100% vested in the amount accrued to date. At December 31, 2005, Mr. Clark’s accrued benefit under the plan totaled $64,690. Amounts expensed under this agreement were approximately $11,300 during the year ended December 31, 2005.

In October 1999, the Company adopted a supplemental retirement agreement with Steve L. Feurt that provides for benefits upon retirement, disability or death. The plan vests 10% of benefits for every plan year of employment and 100% of benefits after 10 plan years. Benefits become fully vested upon determination of full or partial disability, death or change of control, with payment made in a lump sum within 60 days. Assuming Mr. Feurt retires at age 65, the projected lump sum payment amount is $314,987. At December 31, 2005, Mr. Feurt’s vested benefits under the plan totaled $39,623. The amount expensed under this agreement was approximately $8,600 for the year ended December 31, 2005.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information with respect to securities authorized for issuance under the Company’s equity compensation plan as of December 31, 2005:

Plan Category	Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants And Rights(1)	Weighted-Average Exercise Price Of Outstanding Options, Warrants And Rights	Number Of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In The First Column)
Equity compensation plans approved by security holders	208,578	$11.99	50,930	(2)
Equity compensation plans not approved by security holders (3)	-	-	-
Total	208,578	$11.99	50,930

(1)	Consists of shares to be issued upon the exercise of outstanding options under the Stock Option Plan described above.

(2)	Restricted and unrestricted stock awards and performance awards are permitted under the Stock Option Plan.

(3)	The Company has no such plans.

Compensation Committee Interlocks and Insider Participation

Messrs. Madison and Murray and Dr. Bloemendaal currently serve on the Company’s Compensation Committee. None of these individuals has at any time been an officer or employee of the Company. No interlocking relationship exists between the members of the Board of Directors or the Compensation Committee and the members of the board of directors or compensation committee of any other company, nor has any such interlocking relationship existed in the past.

Heritage Bank, a wholly-owned subsidiary of the Company, has made the following loans which exceed $60,000 to members of the Compensation Committee, or their related businesses, in the ordinary course of business. These loans are currently made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with nonaffiliated persons and, in the judgment of management, do not involve more than the normal risk of collectibility or present other unfavorable features.

		Largest Aggregate
		Amount for the Year
	Nature of	Ended	Balance at	Note Rate at
Name	Indebtedness	December 31, 2005	December 31, 2005	December 31, 2005	Matures

Johnson Madison Lumber Co.
Mr. Madison, Owner	General Business Line of Credit	$2,144,000	$780,767	8.50%	6-1-06

	Equipment Line of Credit	$201,068	$168,409	7.75%	6-1-06

Other Related Businesses					3-1-08 To
Mr. Madison, Owner	Commercial Real Estate Loans	$1,298,437	$1,006,894	5.75% to 8.00%	11-01-16

West Campus Imaging, LLC
Dr. Bloemendaal, Shareholder	Commercial Non-mortgage	$1,770,033	$1,517,751	5.90%	10-05-09

Boneco, LLC
Dr. Bloemendaal, Shareholder	Commercial Non-mortgage	$205,011	$64,908	7.75%	05-01-06

Dr. Bloemendaal	Home Equity Loan	$245,000	$0	NA	NA

Mr. Madison	Home Equity Loan	$140,229	$0	NA	NA

Certain Relationships and Related Transactions Between Management and the Company

Loans to Directors and Officers. The Company has a wholly owned subsidiary, Heritage Bank. Heritage Bank has made and in the future may make mortgage and consumer loans to the Company’s Directors and executive officers in accordance with applicable federal and State of Montana statutes and regulations. These loans are currently made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with nonaffiliated persons and, in the judgment of management, do not involve more than the normal risk of collectibility or present other unfavorable features. Other than to members of the Compensation Committee, as discussed above, Heritage Bank had no loans which exceed $60,000 to Directors and executive officers of the Company during 2005.

See “Compensation Committee Interlocks and Insider Participation”.

Transactions with CFS. CFS, of which John M. Morrison, the Company’s largest shareholder, is the sole shareholder and Chairman of the Board of Directors, and of which Kurt R. Weise is the President, provides to the Company and Heritage Bank, various management services, including accounting and tax services, investment consulting, personnel consulting, asset-liability management and regulatory consulting. CFS has been providing similar services to various banks and financial services organizations since December of 1988. Fees for these services totaled approximately $452,000 for the year ending December 31, 2005. The fees are billed by CFS on an hourly basis for work performed by Mr. Morrison, Mr. Weise and four other CFS employees. Rates used in the hourly billings are evaluated by the Board of Directors annually and compared to current rate quotes obtained from third party vendors who provide similar services. The hourly rate billed in 2005 was $275 for Mr. Morrison and $225 for Mr. Weise. Neither Mr. Morrison or Mr. Weise receive direct compensation from the Company for their services. Each is compensated for their services to the Company through the fees paid to CFS, and with respect to

Mr. Weise, through option grants. Through CFS, Mr. Morrison and Mr. Weise earned annual salaries of $100,000 and $151,000, respectively, in 2005. Through CFS, Mr. Weise earned an annual salary of $145,000 in 2004 and $140,000 in 2003. Stock options granted to Mr. Weise pursuant to the Stock Option Plan in 2005, 2004 and 2003 were 3,500 shares, 500 shares, and 938 shares, respectively.

Loan Participation Transactions. From time to time, Central Bank, the Stillwater, Minnesota bank founded by Mr. Morrison, sells loan participations to Heritage Bank. Heritage Bank did not buy loan participations from Central Bank in 2005. Mr. Weise is the Chairman of the Board of both Central Bank and the Company. At December 31, 2005, 2004 and 2003, the outstanding balances of loans purchased from Central Bank were approximately $3.5 million, $4.6 million and $6.4 million, respectively.

Mr. Weise also serves on the Board of Directors of Timberline Bank in Grand Junction, Colorado. Heritage Bank bought loan participations from Timberline Bank in the amount of approximately $14.0 million in 2005. At December 31, 2005, 2004 and 2003, the outstanding balances of loans purchased from Timberline Bank were approximately $12.7 million, $.2 million and $0, respectively.

The Company expects such transactions to continue to occur in the future with both Central Bank and Timberline Bank. Such sales will be made on substantially the same terms as loan participations which are sold to nonaffiliated persons. The loans are underwritten under the same terms and procedures as loans underwritten by the Company.

SECURITIES OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of April 11, 2006 concerning the share of the Company’s Common Stock beneficially owned by each Director, by the executive officers named in the Summary Compensation Table above and by all Directors and executive officers of the Company as a group. There are no beneficial owners of more than five percent of the Company’s Common Stock other than Mr. Morrison, who is listed below. Except as otherwise noted, each beneficial owner listed has sole investment and voting power with respect to the Common Stock indicated. As of April 11, 2006, 3,072,329 shares of the Company’s Common Stock were issued and outstanding.

Name			Percent of Shares Outstanding

John M. Morrison	1,025,607	(1)	33.1	%
Kurt R. Weise	104,085	(2)	3.4	%
Kevin P. Clark	103,319	(3)	3.3	%
Steve L. Feurt	73,463	(4)	2.4	%
J. William Bloemendaal	52,326	(5)	1.7	%
William L. Madison	7,554		*	%
Kenneth R. Murray	1,606		*	%

All Directors and executive
officers as a group (6 persons)	342,353		10.9	%

*	Less than 1%.

(1)

Includes 57,843 shares held by Central Bancshares of which Mr. Morrison is the sole shareholder, 40,362 shares held by CFS of which Mr. Morrison is the sole shareholder, 8,032 shares held in a trust for the benefit of Mr. Morrison’s spouse and 16,750 and 2,681 shares, respectively, held in the Individual Retirement Accounts (“IRAs”) of John Morrison and Susan Morrison. Mr. Morrison’s address is 5500 Wayzata Blvd., Suite 145, Golden Valley, MN 55416.

(2)	Includes 7,350 shares held by Mr. Weise in an IRA and 3,750 shares held by Mr. Weise’s spouse and 187 shares held by Mr. Weise’s children.

(3)	Includes 6,132 shares held by Mr. Clark in an IRA, 586 shares held by Mr. Clark’s spouse in an IRA, 12,355 shares in a 401(k) Thrift Retirement Plan and 6,372 shares held in the name of his children, for whom Mr. Clark is custodian.

(4)	Includes 11,831 shares held by Mr. Feurt in an IRA and 10,561 shares in a 401(k) Thrift Retirement Plan.

(5)	Includes 14,538 shares held by Dr. Bloemendaal in an IRA and 37,169 shares for which voting and investment power of such shares are shared with Dr. Bloemendaal’s spouse with whom shares are held jointly.

(6)

Includes the following shares subject to options exercisable within 60 days of April 11, 2006: Mr. Morrison, 25,781 shares; Mr. Clark, 16,954 shares; Mr. Weise, 39,111 shares; Mr. Feurt, 23,423 shares; Dr. Bloemendaal, 619 shares, Mr. Madison, 1,213 shares; Mr. Murray, 250 shares; and for all Directors and executive officers as a group, 107,351 shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s Directors, executive officers and beneficial owners of more than ten percent of the Company’s Common Stock to file initial reports of ownership and reports of changes in ownership of the Company’s Common Stock with the Securities and Exchange Commission, and the Company is required to identify any of those individuals who failed to file such reports on a timely basis. Based solely on a review of the copies of such reports furnished to the Company and written representations from the executive officers and Directors, the Company believes that during 2005 all Directors, executive officers and beneficial owners of more than ten percent of the Company’s Common Stock of the Company complied with their Section 16(a) filing requirements.

STOCK PRICE PERFORMANCE GRAPH

The graph below compares cumulative total shareholder return of the Company, the Standard & Poor’s (“S & P”) 500 Index and the SNL Thrift and Bank Indices. Total returns assume a $100 investment on December 31, 2000 and are based on reinvestment of all dividends.

	Period Ending
Index	12/31/00		12/31/01		12/31/02		12/31/03		12/31/04		12/31/05

United Financial Corp.		100.00		125.35		167.80		314.63		310.73		351.31
NASDAQ Composite		100.00		79.18		54.44		82.09		89.59		91.54
SNL Bank Index		100.00		101.00		92.61		124.93		140.00		141.91
SNL Thrift Index		100.00		106.88		127.50		180.50		201.12		208.21

SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

Shareholder Proposals

Any shareholder wishing to include a proposal in the Company’s Proxy Statement for its 2007 Annual Meeting of Shareholders must submit such proposal for consideration in writing to the Secretary of the Company at the address indicated on the first page of this Proxy Statement no later than December 26, 2006. Any such proposal will be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934.

Management may use discretionary authority to vote against any shareholder proposal presented at the Company’s 2007 Annual Meeting of Shareholders if: (1) such proposal has been properly omitted from the Company’s proxy materials under federal securities law, (2) notice of such proposal was not submitted to the Secretary of the Company at the address indicated on the first page of this Proxy Statement by March 9, 2007 or (3) the proponent has not solicited proxies in compliance with federal securities laws from the holders of at least the percentage of the Company’s Common Stock required to carry the proposal.

Director Nominations

The Nominating Committee will consider nominees for the Board recommended by shareholders who meet the eligibility requirements for submitting shareholder proposals for inclusion in the Company’s next proxy statement. If an eligible shareholder wishes to recommend a nominee, he or she should submit such recommendation in writing to the Chair, Nomination Committee, care of the Corporate Secretary of the Company, by the deadline for shareholder proposals set forth in the Company’s last proxy statement, specifying the following information: (a) the name and contact information of the nominee, (b) the name and contact information of the shareholder making the nomination, (c) a representation that the nominating shareholder is a shareholder of record of the Company’s stock entitled to vote at the next annual meeting and intends to appear in person or by proxy at such meeting to nominate the person specified in the notice, (d) the nominee’s qualifications for membership on the Board, (e) all of the information that would be required in a proxy statement soliciting proxies for the election of the nominee as a Director, (f) a description of all direct or indirect arrangements or understandings between the nominating shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to whose request the nomination is being made by the shareholder, (g) all other companies to which the nominee is being recommended as a nominee for Director, and (h) a signed consent of the nominee to cooperate with reasonable background checks and personal interviews, and to serve as a Director of the Company, if elected. All such recommendations will be brought to the attention of the Nominating Committee, and the Nominating Committee shall evaluate such Director nominees in accordance with the same criteria set forth in its charter or as otherwise approved by the Committee or the Board.

ADDITIONAL INFORMATION

The Company has filed with the Commission, for the year ended December 31, 2005, an Annual Report on Form 10-K, together with applicable financial statements and schedules thereto. The Company will furnish, without charge, upon written request of any shareholder who represents in his or her request that he or she was the beneficial owner of the Company’s Common Stock on April 11, 2006, a copy of the Annual Report on Form 10-K. Requests should be directed to: Paula J. Delaney, CFO, United Financial Corp., P.O. Box 2779, Great Falls, Montana 59403.

You are urged to vote, sign, date and return the accompanying proxy in the enclosed postage-paid envelope at your earliest convenience, whether or not you currently plan to attend the Annual Meeting in person.

		By the Order of the Board of Directors

		Kurt R. Weise
April 28, 2006		Chairman of the Board

UNITED FINANCIAL
CORP.


	o	Mark this box with an X if you have made changes to your name or address details above.

Annual Meeting Proxy Card

Revocable Proxy for 2006 Annual Meeting of Shareholders This Proxy is Solicited by the Board of Directors

The undersigned, having duly received the Notice of Annual Meeting of Shareholders and Proxy Statement dated April 28, 2006, hereby appoints Kurt R. Weise and Kevin P. Clark (each with the power to act alone and with the power of substitution and revocation) to vote all shares of Common Stock of United Financial Corp. which the undersigned is entitled to vote at the Annual Meeting of Shareholders (the “Annual Meeting”), to be held at the La Quinta Inn, 600 River Drive South in Great Falls, Montana on May 23, 2006 at 1:00 p.m., Mountain Time, and at any and all adjournments thereof. All shares shall be voted as directed with respect to the proposal set forth below, and in their discretion upon any other matter that may properly come before said meeting.

This proxy may be revoked by filing a subsequently dated proxy or by notifying the Secretary of United Financial Corp. of your decision to revoke this proxy, either in person at the Annual Meeting or in writing.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL STATED.

A	Election of Directors

1. The Board of Directors recommends a vote FOR the listed nominees.

	For	Withhold
01 - Kurt R. Weise	o	o

02 - Kevin P. Clark	o	o

B	Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.

NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.

Signature 1 - Please keep signature within the box		Signature 2 - Please keep signature within the box		Date(mm/dd/yyyy)
				/ /

0 0 8 2 6 9

1 U P X

C O Y

United Financial Inactive DEF 14ADefinitive proxy

Revocable Proxy for 2006 Annual Meeting of Shareholders This Proxy is Solicited by the Board of Directors