UNITED HERITAGE CORPORATION
2 NORTH CADDO STREET
CLEBURNE, TEXAS 76031
TELEPHONE (817) 641-3681

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

The Annual Meeting of Stockholders of United Heritage Corporation (the
"Company") will be held on Tuesday, March 23, 2004, at 10:00 a.m. (Central
Time), at the Company's executive offices located at 2 North Caddo Street,
Cleburne, Texas for the following purposes:

(1) To elect the six persons listed in the Proxy Statement that
accompanies this Notice to serve as directors of the Company;

(2) To ratify the appointment of Weaver and Tidwell, L.L.P., or such
other firm appointed by the Board of Directors prior to the meeting, as the
Company's independent auditors for the fiscal year ending March 31, 2004;

(3) To authorize the Board of Directors, in its discretion, to amend
the Company's Articles of Incorporation to effect a reverse split of the
Company's issued and outstanding shares of Common Stock at any time prior to the
next annual meeting of stockholders, as more fully described in the Proxy
Statement accompanying this Notice;

(4) In accordance with Rule 4350(i)(1)(D)(ii) of the National
Association of Securities Dealers Marketplace Rules, to authorize the sale,
issuance or potential issuance by the Company of Common Stock (or securities
convertible or exercisable into Common Stock) equal to 20% or more of the Common
Stock outstanding before the issuance for less than the greater of book or
market value of the stock; and

(5) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

Stockholders of record at the close of business on February 7, 2004
will be entitled to notice of and to vote at the Annual Meeting and at any
continuation or adjournment thereof.

All stockholders are cordially invited to attend the Annual Meeting in
person. Your vote is important. PLEASE FILL IN, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE RETURN ENVELOPE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING. Your promptness in returning the proxy
will assist in the expeditious and orderly processing of the proxies and will
assist in ensuring that a quorum is present or represented. Even though you
return your proxy, you may nevertheless attend the Annual Meeting and vote your
shares in person if you wish. If you want to revoke your proxy at a later time
for any reason, you may do so in the manner described in the attached Proxy
Statement.

By Order of the Board of Directors

/s/ Harold L. Gilliam
----------------------------
Harold L. Gilliam, Secretary

Cleburne, Texas

March _____, 2004

UNITED HERITAGE CORPORATION
2 NORTH CADDO STREET
CLEBURNE, TEXAS 76031
TELEPHONE (817) 641-3681

-----------------------------

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MARCH 23, 2004

-----------------------------

VOTING AND PROXY

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of United Heritage Corporation, a Utah
corporation (referred to as the "Company", "we", "our" or "us") for use at our
Annual Meeting of Stockholders to be held at the Company's executive offices,
located at 2 North Caddo Street, Cleburne, Texas 76031, on Tuesday, March 23,
2004, at 10:00 a.m. local time, and at any meeting following adjournment
thereof. The Notice of Annual Meeting, this Proxy Statement and the accompanying
proxy card are being mailed to stockholders on or about March_____, 2004.

REVOCABILITY OF PROXY AND VOTING OF SHARES

Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised. The proxy may be revoked before it is exercised by
sending a written revocation or a duly executed proxy bearing a later date to
the Company's Secretary at our principal executive offices located at 2 North
Caddo Street, Cleburne, Texas 76031. The proxy may also be revoked by attending
the meeting and voting in person.

If it is not revoked, the proxy will be voted at the meeting in
accordance with the stockholder's instructions indicated on the proxy card. IF
NO INSTRUCTIONS ARE INDICATED, THE PROXY WILL BE VOTED FOR THE APPROVAL OF THE
FOUR PROPOSALS. We currently know of no other matters to be considered at the
Annual Meeting of Stockholders. IF, HOWEVER, ANY OTHER MATTERS COME BEFORE THE
ANNUAL MEETING OF STOCKHOLDERS, OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF, THE
PERSONS NAMED IN THE PROXY WILL VOTE THE PROXY IN ACCORDANCE WITH THEIR BEST
JUDGMENT ON ANY SUCH MATTER.

RECORD DATE, VOTING RIGHTS AND OUTSTANDING SHARES

The Board of Directors has fixed February 7, 2004 as the record date
(the "Record Date") for determining holders of our Common Stock, $0.001 par
value per share, who are entitled to vote at the meeting. As of the Record Date,
we had 11,363,189 shares of Common Stock outstanding and entitled to vote. Each
share of Common Stock entitles the record holder to one vote on each matter to
be voted upon at the meeting. A majority of the shares of Common Stock issued
and outstanding and entitled to vote at the meeting will constitute a quorum at
the meeting. If a quorum exists, action on a matter is approved if the votes
cast in favor of the action exceed the votes cast opposing the action.

In accordance with the requirements of our bylaws, directors are
elected by a majority of the votes cast in the election. Cumulative voting is
not permitted. UNLESS OTHERWISE MARKED OR INDICATED ON THE PROXY, THE SHARES
WILL BE VOTED "FOR" THE ELECTION OF THE SIX DIRECTOR-NOMINEES NAMED ON THE
PROXY. PROXIES CANNOT BE VOTED FOR A GREATER NUMBER OF PERSONS THAN THE NUMBER
OF NOMINEES NAMED.

The affirmative vote of the holders of a majority of the shares of
Common Stock present at the meeting in person or by proxy is also required to
approve all other proposals brought before the meeting. UNLESS OTHERWISE MARKED
OR INDICATED ON THE PROXY, THE SHARES WILL BE VOTED "FOR" APPROVAL OF WEAVER AND
TIDWELL, L.L.P., OR SUCH OTHER FIRM APPOINTED BY THE BOARD OF DIRECTORS, AS OUR
INDEPENDENT AUDITORS, "FOR" AUTHORIZATION TO AMEND THE COMPANY'S ARTICLES OF
INCORPORATION TO EFFECT A REVERSE SPLIT OF THE COMPANY'S ISSUED AND OUTSTANDING
SHARES OF COMMON STOCK AT ANY TIME PRIOR TO THE NEXT ANNUAL MEETING OF
STOCKHOLDERS AND "FOR" APPROVAL, AS REQUIRED BY NASDAQ MARKETPLACE RULES, FOR
SALES OF OUR COMMON STOCK.

When the proxy is properly executed, dated and returned, the shares it
represents will be voted in accordance with any directions noted on it. Votes
cast by proxy or in person at the Annual Meeting will be tabulated by the
Inspectors of Election, in conjunction with information received from our
transfer agent. The Inspectors of Election will also determine whether or not a
quorum is present.

SOLICITATION

The Company is soliciting your proxy. The cost of this solicitation,
including expenses in connection with preparing and mailing this Proxy
Statement, will be borne by the Company. Copies of solicitation materials will
be furnished to brokerage houses, nominees, fiduciaries and custodians to
forward to beneficial owners of Common Stock held in their names. We will
reimburse brokerage firms and other persons representing beneficial owners of
stock for their reasonable expenses in forwarding solicitation materials to the
owners. In addition to original solicitation of proxies by mail, our directors,
officers and other employees may, without additional compensation, solicit
proxies by telephone, facsimile and personal interviews.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

The Company will only deliver one Proxy Statement to multiple
stockholders sharing an address unless we have received contrary instructions
from one or more of the stockholders. The Company will promptly deliver a
separate copy of this Proxy Statement to a stockholder at a shared address to
which a single copy of the document was delivered upon oral or written request
to:

United Heritage Corporation
Attn: Corporate Secretary
2 North Caddo Street
Cleburne, Texas 76031
Telephone No.: (817) 641-3681

Stockholders may also address future requests for separate delivery of
Proxy Statements and/or annual reports by contacting the Company at the address
listed above.

PROPOSALS

PROPOSAL #1 - ELECTION OF SIX DIRECTORS

The bylaws of the Company provide that the Board of Directors shall be
comprised of not less than three nor more than nine members, and that each
director shall be elected to serve until the next Annual Meeting of Stockholders
and until his or her successor shall be elected and shall qualify. Any vacancies
on the Board may be filled by a majority vote of the Board and any director so
elected shall hold office for the unexpired term of his or her predecessor or
until the next election of directors by the stockholders of the Company.

The names of the nominees for directors and other information about
them appears below. All of the nominees are currently directors of the Company.
All of the nominees have consented to serve if elected. If for any unforeseen
reason a nominee is unable to serve if elected, the persons named in the
accompanying proxy may exercise their discretion to vote for a substitute
nominee selected by the Board. The Board, however, has no reason to anticipate
that any of the nominees will not be able to serve, if elected.

WALTER G. MIZE

Director since 1987
Age 65

Mr. Mize has served as Chairman of the Board, President and Chief
Executive Officer of the Company since September 1987. He has also served as
President, Chairman of the Board and Chief Executive Officer of UHC Petroleum
Corporation and National Heritage Sales Corporation since September 1997, as
President of UHC Petroleum Services Corporation since January 1999, and as
President of UHC New Mexico Corporation since June 1999. He has been engaged in
oil and gas exploration and development, cattle ranching, real estate
development, banking and various other investment activities for over thirty
years.

HAROLD L. GILLIAM

Director since 1990
Age 56

Mr. Gilliam has served as Secretary, Treasurer and Chief Financial
Officer of the Company since November 1990. He has been a partner in the firm of
Gilliam, Wharram & Co., P.C., Certified Public Accountants, located in Cleburne,
Texas, since August 1987, and has been a Certified Public Accountant in the
state of Texas since 1972.

JOE MARTIN

Director since 1988
Age 58

Dr. Martin is an optometrist partner in the Cleburne Eye Clinic,
located in Cleburne, Texas. He has been an optometrist for over twenty-five
years.

C. DEAN BOYD

Director since 1988
Age 56

Mr. Boyd is the principal of his own financial consulting firm. From
June 2000 through December 2000, he served as the Chief Financial Officer and
Asset Quality Officer of the First National Bank Holding Company, Longmont,
Colorado. From January 1999 to June 2000, Mr. Boyd served as the Vice President,
Senior Loan Officer of First National Bank of Longmont, Longmont, Colorado. Mr.
Boyd served as President of Colorado Community First National Bank, located in
Louisville, Colorado, from February 1997 to January 1999, and as President of
Colorado Community First National Bank, located in Fraser, Colorado, from 1988
to February 1997. Mr. Boyd has been a Certified Public Accountant in the state
of Colorado since 1972.

THERESA D. TURNER

Director since 1992
Age 43

Ms. Turner has been President of Colorado Community First National
Bank, located in Fraser, Colorado, since February 1997. She previously served as
Senior Vice President of that bank from January 1993 to February 1997, and in
various other capacities since 1985.

LARRY G. COKER

Director since 2002
Age 45

Mr. Coker was appointed as a director in March 2002. Mr. Coker
graduated from St. Mary's School of Law in 1990 and is an attorney practicing
with Larry G. Coker, P.C. Prior to attending law school, Mr. Coker was employed
as a petroleum engineer for Exxon Company USA after graduating from Texas A&M
University. Mr. Coker is a member of the Texas State Bar and is also a
Registered Professional Engineer.

No family relationships exist among the executive officers and
directors of the Company. No director of the Company is a director of any
company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, or subject to the requirements of
Section 15(d) of that Act or of any company registered as an investment company
under the Investment Corporation Act of 1940, as amended.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ABOVE-NAMED INDIVUALS
TO SERVE AS DIRECTORS.

PROPOSAL #2 - APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS

Subject to approval by the stockholders, the Board has selected the
firm of Weaver and Tidwell, L.L.P. as the Company's independent auditors for its
fiscal year ending March 31, 2004. Weaver and Tidwell, L.L.P. has acted in such
capacity for the Company since 1989 and has reported that neither the firm nor
any of its partners has any material direct or indirect financial interest in
the Company.

Representatives of Weaver and Tidwell, L.L.P. will be present at the
Annual Meeting of Stockholders, will have the opportunity to make a statement if
they desire to do so and are expected to be available to respond to appropriate
questions.

AUDIT FEES

The following table sets forth fees billed to the Company by Weaver and
Tidwell, L.L.P. during the fiscal years ended March 31, 2003 and March 31, 2002
for: (i) services rendered for the audit of the Company's annual financial
statements and the review of its quarterly financial statements, (ii) services
that were reasonably related to the performance of the audit or review of the
Company's financial statements and that are not reported as Audit Fees, (iii)
services rendered in connection with tax compliance, tax advice and tax
planning, and (iv) all other fees for services rendered. The Audit Related Fees
were incurred as a result of consultations between the executive officers of the
Company and Weaver and Tidwell, L.L.P. relating to the implementation of
disclosure controls and procedures and the certification of same. Tax Fees were
incurred for the preparation of the Company's consolidated tax return and the
preparation of various state income tax returns. All Other Fees included $1,200
in the 2002 fiscal year that was incurred in connection with obtaining a consent
from Weaver and Tidwell, L.L.P. for the filing of a registration statement. All
Other Fees in the 2003 fiscal year included $1,400 related to research and
consultation requested by the Company regarding the possible spin off of
National Heritage Sales Corporation and $1,100 incurred in connection with a
transaction for the sale of an asset. The transaction was not consummated.

March 31, 2003 March 31, 2002
-------------- --------------

(i) Audit Fees $ 33,053 $ 33,887
(ii) Audit Related Fees $ 500 $ 0
(iii) Tax Fees $ 5,275 $ 0
(iv) All Other Fees $ 1,200 $ 2,500

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE APPOINTMENT OF WEAVER AND TIDWELL, L.L.P. AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2004.

PROPOSAL #3 - AUTHORIZATION TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION
TO EFFECT A REVERSE SPLIT OF THE COMPANY'S COMMON STOCK

The Company's stockholders are being asked to authorize the Board of
Directors, in its discretion, to amend the Company's Articles of Incorporation
to effect a "reverse split" of its issued and outstanding Common Stock (the
"Reverse Split") at any time prior to the next annual meeting of stockholders.
By approving this proposal, the Board of Directors will be empowered to reverse
split the Company's Common Stock by choosing one of three ratios (the "split
ratio"), namely three shares for one share, five shares for one share or ten
shares for one share. If the Board of Directors decides to approve the Reverse
Split, the determination of the ratio to be used will be made on the date of
approval.

Walter G. Mize, the owner of a majority of the Company's Common Stock and
the Company's President and Chairman of the Board of Directors, has indicated
that he intends to vote for this proposal. While Mr. Mize's vote assures passage
of this proposal, your vote will provide you with the opportunity to express
your views regarding the Reverse Split.

REASONS FOR THE REVERSE SPLIT

In January 2004 the Company received a staff determination from Nasdaq
stating that it failed to comply with the minimum bid price requirement for
continued listing. According to Nasdaq Marketplace Rule 4310(c), an issuer must
have a minimum bid price of $1.00 per share for continued inclusion in Nasdaq.
Throughout January 2004 and during early February 2004, the Company's Common
Stock traded at less than $1.00 per share. Decreasing the number of shares of
Common Stock outstanding will result in a proportionate adjustment to the price
of the Common Stock, thereby increasing it. For example, if the Common Stock
were trading at a price of $0.75 on the day before the Reverse Split was
effective, and the Board of Directors approved a split ratio of three shares for
one share, then the price of the Common Stock following the Reverse Split would
be $2.25. The Board of Directors has determined that the continued listing of
the Company's Common Stock on Nasdaq is in the best interests of the Company and
its stockholders. Management believes that the Reverse Split will result in an
increase to the price of the Company's Common Stock, thereby preventing Nasdaq
from delisting it. The Company believes that it meets all of the other
requirements of Rule 4310(c).

Secondarily, the Company has a number of stockholders holding less than 10
shares of Common Stock. Management believes that these stockholders may be
deterred from selling their shares because of disproportionately high brokerage
costs. The Reverse Split will give stockholders of record who own fewer than
three, five or ten shares (depending on the split ratio) the opportunity to
receive cash for their shares without having to pay brokerage commissions.

Finally, management believes that the current market price of the
Company's Common Stock does not reflect the Company's value and has a negative
effect on the marketability of the existing shares and the potential ability of
the Company to raise capital or acquire businesses by issuing additional shares
of its Common Stock. The Company believes that the decrease in the number of
shares of Common Stock outstanding may make it more attractive to possible
merger or acquisition candidates and may enhance its ability to raise capital
through the financial markets. Currently, the Company is not engaged in
negotiations with a possible merger or acquisition candidate.

CRITERIA FOR DETERMINING THE SPLIT RATIO

The primary criteria for determining the split ratio will be keeping the
Company's listing with Nasdaq. If management is required to implement the
Reverse Split to keep the listing, the split ratio chosen will be that which
will best obtain this objective, as determined by the Board of Directors.
However, even though keeping the Company's listing with Nasdaq is, at this time,
the primary criteria for implementing the Reverse Split, the Board of Directors
reserves the right to implement the Reverse Split irrespective of the Common
Stock price if other factors, such as financing requirements, make it advisable
to do so.

While management anticipates that the Reverse Split will increase its
price per share to allow it to maintain its listing on Nasdaq, there can be no
assurance that the market price of the Common Stock immediately after the
Reverse Split will be maintained for any period of time, or that the market
price of the Common Stock after the proposed Reverse Split will exceed the
current market price.

EFFECTIVENESS OF THE REVERSE STOCK SPLIT AND MECHANISM FOR SHARE EXCHANGE

If the Reverse Split is approved by the stockholders and effected by the
Board of Directors, the Board of Directors will fix a record date for
determination of shares subject to the Reverse Split. As of the date of this
Proxy Statement, the Board of Directors has not fixed a record date for the
Reverse Split.

If approved by the stockholders, the Reverse Split would become effective
with the filing of an amendment (the "Amendment") to the Company's Articles of
Incorporation with the Utah Secretary of State on any date selected by the Board
of Directors on or prior to the Company's next annual meeting of stockholders.
However, the Board of Directors reserves the right, even after shareholder
approval, to forego or postpone filing the Amendment if such action is
determined not to be in the best interests of the Company and its stockholders.
If the Reverse Split is not implemented by the Board of Directors and effected
by the next annual meeting of stockholders, the authority to file the Amendment
will lapse. In such case, the Board of Directors will again seek stockholder
approval at a future date for a reverse stock split if it deems it to be
advisable at that time.

If the Reverse Split is approved and the Board of Directors elects to
effect the Reverse Split, then each share of Common Stock outstanding as of the
record date chosen for the Reverse Split will immediately and automatically be
changed, as of the effective date of the Amendment, into a number which reflects
the split ratio chosen by the Board of Directors. For example, if the Board of
Directors approves a Reverse Split of ten shares for one share, than each share
of outstanding Common Stock will automatically be changed, as of the effective
date of the Amendment, into one-tenth of a share of Common Stock. In addition,
proportional adjustments will be made to the maximum number of shares issuable
under the Company's equity plans, as well as the number of shares issuable upon
exercise and the exercise price of the Company's outstanding options.

No fractional shares of Common Stock will be issued in connection with the
Reverse Split. Holders of Common Stock who would receive a fractional share of
Common Stock due to the Reverse Split will receive cash in lieu of the
fractional share. The cash payment will be equal to the product of the
fractional share times the average of the high and low trading prices for the
Company's Common Stock over the five trading days immediately prior to the
effective date of the Amendment. The ownership of a fractional interest will not
give the holder thereof any voting or other rights with respect to the
fractional interest, except the right to receive the cash payment.

Management does not anticipate that the Company's financial condition, the
percentage ownership of management, the number of our stockholders, or any
aspect of the Company's business will materially change as a result of the
Reverse Split. Because the Reverse Split will apply to all issued and
outstanding shares of Common Stock and outstanding rights to purchase Common
Stock or to convert other securities into Common Stock, the proposed Reverse
Split will not alter the relative rights and preferences of existing
stockholders.

Provided that the Reverse Split is approved by the stockholders and the
Board of Directors fixes a record date and effects the Reverse Split, then it
will notify each holder of record with instructions for the surrender and
exchange of certificates.

Based on the foregoing discussion, the Board of Directors requests that
stockholders approve the following resolutions in connection with the proposed
Reverse Split:

RESOLVED, that the stockholders of the Company hereby authorize the Board
of Directors, at any time prior to the next annual meeting of stockholders, to
amend the Company's Articles of Incorporation to affect a combination of the
Company's issued and outstanding Common Stock using the ratio x:1, with x
equaling three, five or ten, which number shall be chosen by the Board of
Directors in its discretion (the "Reverse Split"); and it is further

RESOLVED, that the officers of the Company be, and each of them hereby is,
authorized and empowered (any one of them acting alone), in the name of and on
behalf of the Company, to procure any authorizations or approvals or to do or
cause to be done all such acts or things and to sign and deliver or cause to be
signed and delivered, all such documents, including but not limited to, an
amendment to the Articles of Incorporation, stock certificates, federal and
state securities forms, filings, applications or other documents, with such
amendments, additions and other modifications thereto, as such officer may deem
appropriate, which shall be deemed conclusively evidenced by the execution and
delivery thereof, and to carry out and fully perform the terms and provisions of
such documents in order to carry into effect the foregoing resolutions and to
fully effect the transactions contemplated in such resolutions.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE REVERSE SPLIT.

PROPOSAL #4 - APPROVAL, AS REQUIRED BY THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS MARKETPLACE RULES, FOR SALES OF COMMON STOCK

The following proposal is not dependent upon the approval of, and does not
assume passage of, the Reverse Split discussed in proposal number 3.

Rule 4350(i)(1)(D)(ii) of the National Association of Securities Dealers
Marketplace Rules requires that a corporation obtain stockholder approval for
certain transactions, including the following:

the sale, issuance or potential issuance by the company of common stock
(or securities convertible into or exercisable [into] common stock)
equal to 20% or more of the common stock or 20% or more of the voting
power outstanding before the issuance for less than the greater of book
or market value of the stock.

In accordance with the Nasdaq Marketplace Rules the Company is seeking
stockholder approval to sell, in a transaction that does not qualify as a public
offering of the Company's securities for the purpose of Rule 4350(i)(1)(D)(ii),
a total of 7,950,000 shares of the Company's Common Stock. As of the record
date, the Company had issued and outstanding 11,363,189 shares of Common Stock.
20% of the Company's issued and outstanding shares would equal 2,272,637. The
Utah Revised Business Corporation Act does not require the Company to obtain
stockholder approval to issue the Common Stock.

The Company has come to an agreement with eight individuals who are
accredited investors, as that term is defined in Rule 501 of Regulation D of the
Securities Act of 1933, for the purchase and sale of promissory notes
convertible into Common Stock. The Board of Directors approved the transaction
in January 2004. The Company will raise a maximum of $1,325,000 by issuing the
promissory notes. If the promissory notes are paid with Common Stock, the
Company will be required to issue approximately 2,650,000 shares of Common
Stock, which, on the date that the transaction was approved, represented a value
of $0.50 per share, or a 25% discount to the market price. In conjunction with
the sale of the promissory notes, purchasers will receive two warrants for the
purchase of our Common Stock. Each warrant will represent the number of shares
of Common Stock that the holder of the promissory note can receive upon
conversion of the promissory note. The exercise price of the warrants will be
$0.75 per share and $1.00 per share, respectively. If all the warrants were
exercised, a total of 5,300,000 additional shares of Common Stock will be
issued.

REASON FOR THE PROPOSAL.

The Company needs capital to develop its oil and gas properties as well as
for other general corporate purposes. Selling the Company's securities is a
method of obtaining these funds. In order to raise sufficient capital for these
purposes, however, the Company will be required to sell an amount of shares in
excess of 20% of its outstanding Common Stock.

The funds raised will be used primarily to purchase or lease equipment,
undertake engineering and geology studies and provide money for any other costs
(including administrative and overhead costs) relating to enhancing the oil and
gas production of 56 existing wells. Six of the wells will be converted to
injection wells, which will allow the Company to inject nitrogen into the
reservoir to increase reservoir pressure. Thirteen wells will be drilled and
completed. Management anticipates that approximately one-half of the funds
raised will be used for this purpose. The balance of the funds raised will be
used for general corporate purposes, including the payment of selected accounts
payable and the partial payment of a promissory note issued by Almac Financial
Corporation, which is a company owned and controlled by our President and Chief
Executive Officer, Mr. Walter Mize.

OVERALL EFFECT OF THE PROPOSAL.

If the following resolutions are approved by the stockholders, the Company
will be in compliance with the Nasdaq Marketplace Rules and could complete the
sale of 7,950,000 shares of its Common Stock in this private offering.

The issuance of the Company's Common Stock in this transaction is not
intended to have an anti-takeover effect and is not part of a plan by management
to institute anti-takeover measures, the Company's corporate charter and bylaws
contain no provisions having an anti-takeover effect, and management does not
intend to propose anti-takeover measures. Management does not have knowledge of
any specific effort to accumulate its securities or to obtain control of it by
means of a merger, tender offer, solicitation in opposition to management or
otherwise.

ADVANTAGES AND DISADVANTAGES OF THE PROPOSAL.

If the Company is able to complete this transaction, it will be able to
enhance the production of its oil and gas wells, pay its accounts receivable and
have additional funds for other operating expenses.

However, issuing a large number of additional shares of Common Stock will
dilute the percentage of Common Stock owned by all existing stockholders and
increase the number of voting shares necessary to meet the voting requirements
imposed by state law with respect to a merger, tender offer, proxy contest or
other business combination involving the Company. This would increase the costs
associated with launching or obtaining approval of any such transaction by a
third party.

VOTE BY THE BOARD OF DIRECTORS.

The Company's Board of Directors unanimously approved the sale of the
promissory notes on the terms set forth herein on January 22, 2004.

LIMITATIONS ON ADOPTION OF PROPOSAL.

Under Nasdaq's rules the Company is not permitted to create a new class of
security that votes at a higher rate than an existing class of securities or
take any other action that has the effect of restricting or reducing the voting
rights of an existing class of securities. These rules could be violated if the
holders of the promissory notes were permitted to vote on an "as converted"
basis or if the promissory notes gave the holders the right to appoint a
director to the Board of Directors. There are no provisions in the promissory
notes or warrants that restrict or reduce the voting rights of an existing class
of securities.

Based on the foregoing discussion, the Board of Directors requests that
stockholders approve the following resolutions:

RESOLVED, that in accordance with Rule 4350(i)(1)(D)(ii) of the Nasdaq
Marketplace Rules, the stockholders of the Company hereby authorize the Board of
Directors to sell, in a transaction that does not qualify as a public offering
of the Company's securities for the purpose of Rule 4350(i)(1)(D)(ii), a total
of 7,950,000 shares of Common Stock; and it is further

RESOLVED, that the officers of the Company be, and each of them hereby is,
authorized and empowered (any one of them acting alone), in the name of and on
behalf of the Company, to procure any authorizations or approvals or to do or
cause to be done all such acts or things and to sign and deliver or cause to be
signed and delivered, all such documents, including but not limited to, stock
certificates, federal and state securities forms, filings, applications or other
documents, with such amendments, additions and other modifications thereto, as
such officer may deem appropriate, which shall be deemed conclusively evidenced
by the execution and delivery thereof, and to carry out and fully perform the
terms and provisions of such documents in order to carry into effect the
foregoing resolution and to fully effect the transactions contemplated in such
resolution.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVING THE SALE OF THE
COMPANY'S COMMON STOCK IN EXCESS OF THE LIMIT IMPOSED BY THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS MARKETPLACE RULES.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 7, 2004, each beneficial
owner of more than 5% of our Common Stock.

Amount and Nature of Percent of
Title of Class Name and Address Beneficial Ownership Class
-------------------------------------------------------------------------------
Common Stock Walter G. Mize 8,009,500 shares/Direct
2 North Caddo Street Ownership(1) 0.49%
Cleburne, Texas 76033

(1) Includes 1,000,000 shares of Common Stock that may be issued upon the
exercise of an option granted on May 30, 2003. In accordance with Rule
13d-3(d)(1) of the Securities Exchange Act of 1934, shares not outstanding which
are subject to options, warrants, rights or conversion privileges exercisable
within 60 days are deemed outstanding for the purpose of calculating the number
and percentage owned by such person, but not deemed outstanding for the purpose
of calculating the percentage owned by each other person listed.

The following table sets forth, as of February 7, 2004, information with
respect to the shares of Common Stock beneficially owned by (i) each director
nominee; (ii) each person (other than a person who is also a director nominee)
who is an executive officer; and (iii) all executive officers and directors as a
group. The term "executive officer" is defined as the President/Chief Executive
Officer, Secretary, Chief Financial Officer/Treasurer, any vice-president in
charge of a principal business function (such as administration or finance), or
any other person who performs similar policy making functions for the Company.

AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS NAME BENEFICIAL OWNERSHIP(1)(2) CLASS
- ---------------------------------------------------------------------------------------------------------------------

Common Stock Walter G. Mize, Executive Officer and Director 8,009,500 shares/Direct
2 North Caddo Street Ownership(3) 70.49%
Cleburne, Texas 76033

Common Stock Harold L. Gilliam, Secretary, Treasurer, Chief
Financial Officer and Director
Gilliam, Wharram & Co.
107 Westmeadow Drive 54,500 shares/Direct
Cleburne, Texas 76031 Ownership(4) *

Common Stock Joe Martin, Director
Cleburne Eye Clinic
110 West Henderson 36,000 shares/Direct
Cleburne, Texas 76031 Ownership(5) *

Common Stock C. Dean Boyd, Director
1258 Clubhouse Drive 33,550 shares/Direct
Broomfield, Colorado 80020 Ownership(6) *

Common Stock Theresa D. Turner, Director
P. O. Box 1283 31,500 shares/Direct
Winter Park, Colorado
80482 Ownership(7) *

Common Stock Larry G. Coker
2 North Caddo Street 27,000 shares/Direct
Cleburne, Texas 76033 Ownership(8) *
All Current
Directors and
Executive Officers
as a Group 8,192,050 shares 72.09%

* Less than 1%.

(1) Based on 11,363,189 shares of Common Stock outstanding on the transfer
records as of February 7, 2004.

(2) Calculated pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of
1934. Under Rule 13d-3(d)(1), shares not outstanding which are subject to
options, warrants, rights or conversion privileges exercisable within 60
days are deemed outstanding for the purpose of calculating the number and
percentage owned by such person, but not deemed outstanding for the
purpose of calculating the percentage owned by each other person listed.
The Company believes that each individual or entity named has sole
investment and voting power with respect to shares of Common Stock
indicated as beneficially owned by them, subject to community property
laws, where applicable, except where otherwise noted.

(3) Includes 1,000,000 shares of Common Stock that may be issued upon exercise
of an option granted on May 30, 2003 for 1,000,000 shares of Common Stock.

(4) Includes 50,000 shares of Common Stock that may be issued upon exercise of
an option granted on May 30, 2003 for 200,000 shares of Common Stock. The
right to purchase the remainder of the shares will vest in July 2004 and
July 2005, respectively.

(5) Includes 25,000 shares of Common Stock that may be issued upon exercise of
an option granted on May 30, 2003 for 120,000 shares of Common Stock. The
right to purchase the remainder of the shares will vest in July 2004 and
July 2005, respectively.

(6) Includes 25,000 shares of Common Stock that may be issued upon exercise of
an option granted on May 30, 2003 for 120,000 shares of Common Stock. The
right to purchase the remainder of the shares will vest in July 2004 and
July 2005, respectively.

(7) Includes 25,000 shares of Common Stock that may be issued upon exercise of
an option granted on May 30, 2003 for 120,000 shares of Common Stock. The
right to purchase the remainder of the shares will vest in July 2004 and
July 2005, respectively.

(8) Includes 25,000 shares of Common Stock that may be issued upon exercise of
an option granted on May 30, 2003 for 120,000 shares of Common Stock. The
right to purchase the remainder of the shares will vest in July 2004 and
July 2005, respectively.

COMPENSATION OF DIRECTORS

During the fiscal year ended March 31, 2003 no cash compensation was
paid to directors for their service on the Board of Directors, however grants of
options to purchase the Company's Common Stock at a price of $0.50 per share
were made as follows:

Walter Mize 1,000,000 shares All shares vested on July 1, 2003.

Harold Gilliam 200,000 shares 50,000 shares vested on July 1, 2003,
60,000 shares will vest on July 1, 2004 and
90,000 shares will vest on July 1, 2005.

C. Dean Boyd 120,000 shares 25,000 shares vested on July 1, 2003,
45,000 shares will vest on July 1, 2004 and
50,000 shares will vest on July 1, 2005.

Theresa Turner 120,000 shares 25,000 shares vested on July 1, 2003,
45,000 shares will vest on July 1, 2004 and
50,000 shares will vest on July 1, 2005.

Joe Martin 120,000 shares 25,000 shares vested on July 1, 2003,
45,000 shares will vest on July 1, 2004 and
50,000 shares will vest on July 1, 2005.

Larry G. Coker 120,000 shares 25,000 shares vested on July 1, 2003,
45,000 shares will vest on July 1, 2004 and
50,000 shares will vest on July 1, 2005.

The Company does not have a standard or other arrangement pursuant to
which directors are compensated for services provided as a director.

IDENTIFICATION OF EXECUTIVE OFFICERS

WALTER G. MIZE, PRESIDENT AND CHIEF EXECUTIVE OFFICER

See discussion of business experience above.

HAROLD L. GILLIAM, SECRETARY, TREASURER AND CHIEF FINANCIAL OFFICER

See discussion of business experience above.

SUMMARY OF COMPENSATION

During the fiscal years ended March 31, 2001, March 31, 2002 and March
31, 2003, neither the Company nor its subsidiaries paid any cash compensation to
the Company's Chief Executive Officer, and no executive officer of the Company
received compensation in excess of $100,000. The Company has no employment
agreements with its executive officers.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------------------------------------------------
OTHER
ANNUAL RESTRICTED SECURITIES ALL OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION AWARDS OPTIONS/ PAYOUTS SATION
POSITION YEAR ($) ($) ($) ($) SARS(1) ($) ($)
- ------------------------------------------------------------------------------------------------------------------------------
CHIEF EXECUTIVE
OFFICER

Walter G. Mize 2003 0 0 0 0 0 0 (2)0
Director, CEO and 2002 0 0 0 0 0 0 0
President 2001 0 0 0 0 0 0 0

- ------------

(1) No stock appreciation rights were granted in 2001, 2002 or 2003.

(2) On May 30, 2003, Mr. Mize was granted an option to purchase 1,000,000
shares of the Company's Common Stock at a price of $0.50 per share. The
option was fully vested on July 1, 2003.

OPTION GRANTS DURING THE 2003 FISCAL YEAR

The following table provides certain information with respect to
individual grants of stock options and/or stock appreciation rights in the 2003
fiscal year to each of the named executive officers:

INDIVIDUAL GRANTS
------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE
OPTIONS/ GRANTED TO OR BASE
SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SH) DATE
- ---------------------------------------------------------------------------------------

Walter G. Mize 1,000,000 47.7% $0.50/share 5/29,2008
Harold L. Gilliam 200,0000 9.5% $0.50/share 5/29/2013

- ----------------------------------------------------------------------------------------

No options were exercised by any executive officer during the 2003
fiscal year.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

During the fiscal year ended March 31, 2003 the Company received the
use of office space and equipment from Walter G. Mize without charge. The
Company's management estimates the value of the use of the office space and
equipment at approximately $25,000 for the fiscal year ended March 31, 2003. Mr.
Mize is under no obligation to provide the use of the office space or equipment
to the Company.

The Company received a line of credit of up to $3.0 million from Almac
Financial Corporation, a corporation related to Walter G. Mize. The line of
credit is secured by substantially all of the assets of the Company and its
subsidiaries. We believe that this line of credit is on terms at least as
favorable to the Company as it could obtain from a lender not related to the
Company.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors held two meetings during the 2003 fiscal year.
In addition, action was taken by the Board of Directors by unanimous written
consent two times in lieu of a meeting. Each director attended all of the
meetings of the Board during the fiscal year ended March 31, 2003.

COMMUNICATIONS WITH MEMBERS OF THE BOARD OF DIRECTORS

The Board of Directors has not established a formal process for
stockholders to send communications to its members. Any stockholder may send a
communication to any member of the Board of Directors, in care of the Company's
address or in care of the address shown in the table of beneficial ownership set
forth on page 10. If a communication is sent to the Company's address, the
Company will forward any such communication to the Board member.

ATTENDANCE OF BOARD MEMBERS AT ANNUAL STOCKHOLDERS MEETING

Each member of the Board of Directors is required to attend the
Company's Annual Meeting of its stockholders. All members of the Board of
Directors attended the previous Annual Meeting of the Company's stockholders.

REPORT ON COMMITTEES

The Board of Directors has three standing committees. Information
regarding the functions of the Board's committees, their present membership and
the number of meetings held by each committee during the 2003 fiscal year is
described below.

Audit Committee. The Audit Committee is responsible for recommending to
the Board of Directors the selection of independent public accountants to audit
the Company's books and records annually, to discuss with the independent
auditors and internal auditors the scope and results of any audit, to review and
approve any nonaudit services performed by the Company's independent auditing
firm, and to review certain related party transactions. The members of the Audit
Committee are Mr. C. Dean Boyd, Dr. Joe Martin and Ms. Theresa Turner. The Audit
Committee met four times in the year 2003. The Audit Committee charter is
included as Appendix A to this Proxy Statement.

Stock Option Committee. The Stock Option Committee is responsible for
the administration of the 1995 United Heritage Corporation Stock Option Plan,
the 1996 Stock Option Plan, the 1998 Stock Option Plan, the 2000 Stock Option
Plan and the 2002 Consultant Equity Plan. The members of the Stock Option
Committee are Mr. Walter G. Mize and Mr. Joe Martin. The Stock Option Committee
did not meet in the year 2003; instead, option and other equity grants made
pursuant to the above-named plans were made by the Board of Directors.

Nominating Committee. The members of the Nominating Committee are Dr.
Joe Martin, Mr. C. Dean Boyd, Ms. Theresa Turner and Mr. Larry G. Coker. The
Nominating Committee met once during the fiscal year ended March 31, 2003.
Neither the Boston Stock Exchange nor Nasdaq, both of which list the Company's
Common Stock, have established independence requirements that members of the
Nominating Committee must meet. The Nominating Committee does not have a policy
with regard to the consideration of any director candidates recommended by
stockholders. The Board of Directors has made no determination as to whether
or not such a policy should be adopted. The Nominating Committee will consider
candidates recommended by stockholders.

The minimum qualifications required by the Nominating Committee for a
director are:

o A minimum age of 35 years;

o Minimum employment experience of 12 years;

o Minimum education of 12 years;

o The ability to commit at least 24 hours per year to the
Company as a member of its Board of Directors;

o A candidate for director may not:

(i) have any bankruptcy petition filed by or against
any business of which such person was a general partner or
executive officer either at the time of the bankruptcy or
within two years prior to that time,

(ii) have been convicted in a criminal proceeding or
be subject to a pending criminal proceeding,

(iii) have been or be subject to any order, judgment,
or decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities,
futures, commodities or banking activities,

(iv) have been found by a court of competent
jurisdiction (in a civil action), the Securities and Exchange
Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and
the judgment has not been reversed, suspended, or vacated; or

(v) hold a position on the Board of Directors of a
business in competition with the Company's business.

o A candidate for director must agree to abide by the Company's
Code of Business Conduct and Ethics.

The Nominating Committee believes that at least one or more of the
Company's directors should have experience in the oil and gas industry as well
as an understanding of the accounting principles applicable to the oil and gas
industry, generally accepted accounting principles and the preparation of
financial statements.

To date, the Nominating Committee has not received a nominee from a
stockholder who is not an officer or director of the Company. The Company's
Chief Executive Officer and director, Walter G. Mize, who is also the Company's
largest stockholder, proposed the candidates for nomination to the Board of
Directors. Each nominee to the Company's Board of Directors expressed a
willingness to serve during the 2004 fiscal year and, based on a review of their
qualifications, were deemed to be suitable candidates for nomination.

The Board of Directors does not have a Compensation Committee.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is currently composed of
three directors who are independent directors as defined under Rule 4200(a)(14)
of the National Association of Securities Dealers Marketplace Rules. The Audit
Committee operates under a written charter adopted by the Board of Directors.

The Audit Committee oversees our financial reporting process on behalf
of the Board of Directors. Management is responsible for our financial
statements and the financial reporting process, including the system of internal
controls. The independent auditors are responsible for expressing an opinion on
the conformity of those audited financial statements with generally accepted
accounting principles. In fulfilling its oversight responsibilities, the Audit
Committee has reviewed and discussed with management and the independent
auditors the audited financial statements that have been included in our Annual
Report on Form 10-KSB for the year ended March 31, 2003.

The Audit Committee has discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended. In addition, the Audit
Committee has discussed with the independent auditors the auditors' independence
from the Company and its management including the matters in the written
disclosures provided to the Audit Committee as required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees.

The Audit Committee recommended to the Board of Directors, and the
Board of Directors approved, the inclusion of the audited financial statements
in the Annual Report on Form 10-KSB for the 2003 fiscal year for filing with the
Securities and Exchange Commission. The Audit Committee has also recommended the
selection of the Company's independent auditors for the fiscal year ending March
31, 2004.

Members of the Audit Committee

C. Dean Boyd
Joe Martin
Theresa Turner

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT

Section 16(a) of the Securities Act requires our directors, executive
officers and persons who own more than 10% of our Common Stock to file reports
of ownership and changes in ownership of our Common Stock with the Securities
and Exchange Commission. Directors, executive officers and persons who own more
than 10% of our Common Stock are required by Securities and Exchange Commission
regulations to furnish to us copies of all Section 16(a) forms they file.

To our knowledge, based solely upon review of the copies of such
reports received or written representations from the reporting persons, we
believe that during our 2003 fiscal year our directors, executive officers and
persons who own more than 10% of our Common Stock complied with all Section
16(a) filing requirements, with the exception of the following: each member of
the Board of Directors and our executive officers received an option to purchase
the Company's Common Stock on May 30, 2003. These grants were not reported until
June 13, 2003.

STOCKHOLDER PROPOSALS FOR 2005 ANNUAL MEETING

Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, any
shareholder who intends to present a proposal at the Annual Meeting in the year
2005 must deliver the proposal to our principal executive office no later than
the close of business on October 1, 2004.

Notice of intention to present a proposal at the 2005 Annual Meeting
should be addressed to Corporate Secretary, United Heritage Corporation, 2 North
Caddo Street, Cleburne, Texas 76031. We reserve the right to vote against,
reject, rule out of order, or take other appropriate action with respect to any
proposal that does not comply with these requirements.

TRANSACTION OF OTHER BUSINESS

Management does not know of any matters to be brought before the
meeting other than those referred to in this Proxy Statement. If any matters
which are not specifically set forth in the form of proxy and this Proxy
Statement properly come before the meeting, the persons designated as proxies
will vote thereon in accordance with their best judgment.

APPENDIX A

UNITED HERITAGE CORPORATION

AUDIT COMMITTEE CHARTER

ORGANIZATION

The Audit Committee (the "Committee") is a committee of the Board of Directors
of United Heritage Corporation (the "Company"). The Committee is composed of at
least three (3) directors, each of whom is able to read and understand
fundamental financial statements, including the Company's balance sheet, income
statement and cash flow statement or will be able to do so within a reasonable
period of time after his or her appointment to the Committee. In addition, at
least one (1) member must have past employment experience in either accounting
or finance, professional certification in accounting, or other comparable
experience or background that results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financial officer, or other senior officer with financial oversight
responsibilities.

Each member of the committee shall also be an "independent director," as
described in Rule 4200 of the NASD Manual. One director who is not independent,
and who is not a current employee or an immediate family member of a person who
is an employee of the Company, may be appointed to the Committee, if the Board
of Directors, under exceptional and limited circumstances, determines that
membership on the Committee by the individual is required by the best interests
of the Company and its shareholders. The Board of Directors must disclose the
nature of the relationship and the reasons for its determination in the
Company's next annual proxy statement.

STATEMENT OF POLICY

The Committee shall assist the Board of Directors in fulfilling its
responsibility to the shareholders relating to corporate accounting, reporting
practices of the Company, and the quality and integrity of the financial reports
of the Company. In so doing, it is the responsibility of the Committee to
maintain free and open means of communication between the directors, the
independent auditors, the internal auditors, and the management of the Company.

RESPONSIBILITIES

IN CARRYING OUT ITS RESPONSIBILITIES, THE COMMITTEE'S POLICIES AND PROCEDURES
SHOULD REMAIN FLEXIBLE, IN ORDER BEST TO REACT TO CHANGING CONDITIONS AND TO
ENSURE TO THE DIRECTORS AND SHAREHOLDERS THAT THE CORPORATE ACCOUNTING AND
REPORTING PRACTICES OF THE COMPANY ARE IN ACCORDANCE WITH APPLICABLE
REQUIREMENTS AND ARE OF THE HIGHEST QUALITY.

In carrying out these responsibilities, the Committee will:

o Receive and review from the outside auditors a formal written
statement delineating all relationships between the Company
and the auditor, consistent with Independence Standards Board
Standard 1.

o Conduct a dialogue with the auditor regarding any disclosed
relationships or services that may impact the objectivity and
independence of the auditor.

o Take or recommend that the full Board take appropriate action
to oversee the independence of the outside auditor.

o Assure the outside auditor's accountability to the Board of
Directors and the Committee as representatives of the
Company's shareholders.

o Exercise the authority and responsibility, as representatives
of the shareholders, to select, evaluate, and when appropriate
replace the outside auditor (or to nominate the outside
auditor to be proposed for shareholder approval in any proxy
statement).

o Meet with the independent auditors and financial management of
the Company to review the scope of the proposed audit for the
current year and the audit procedures to be utilized, and, at
the conclusion thereof, review the audited financial
statements, including any comments or recommendations of the
independent auditors, with management of the Company and the
outside auditors.

o Prepare annually a report of the Committee that, among other
requirements, complies with the requirements of Securities and
Exchange Commission ("SEC") regulation S-K, Item 306.

o Review the financial statements to be contained in the annual
report to shareholders with management and the independent
auditors to determine that the independent auditors are
satisfied with the disclosure and content of the financial
statements to be presented to the shareholders. Any changes in
accounting principles will be reviewed.

o In the Committee's annual report, include a recommendation to
the Board of Directors regarding the inclusion of the audited
financial statements in the Company's Annual Report on Form
10-K to be filed with the SEC.

o Review with the independent auditors, the company's internal
auditor, and financial and accounting personnel, the adequacy
and effectiveness of the accounting and financial controls of
the corporation, and elicit any recommendations for the
improvement of such internal control procedures or particular
areas where new or more detailed controls or procedures are
desirable. Particular emphasis will be given to the adequacy
of such internal controls to expose any payments,
transactions, or procedures that might be deemed illegal or
otherwise improper.

o Provide sufficient opportunity for the internal and
independent auditors to meet with the members of the Committee
without members of management present. Among the items to be
discussed in these meetings are the independent auditors'
evaluation of the corporation's financial, accounting, and
auditing personnel, and the cooperation that the independent
auditors received during the course of the audit.

o Review accounting and financial human resources and succession
planning within the company.

o Submit the minutes of all meetings and all written consents of
the Audit Committee to the Board of Directors.

o Investigate any matter brought to its attention within the
scope of its duties, with the power to retain outside counsel
for this purpose if, in its judgment, that is appropriate.

o Act by meeting, conference call or written consent as provided
by the Company's Bylaws for activities of committees of the
Board of Directors.

This charter of the Audit Committee is hereby adopted, in one or more
counterparts, by action of all of the directors of the Company, effective as at
September 11, 2000. The Company's Secretary shall place this Audit Committee
Charter in the Company's Minute Book as an action by unanimous written consent
of the Company's directors.

/s/Walter G. Mize /s/C. Dean Boyd
- ------------------------- ------------------------------
Walter G. Mize C. Dean Boyd
Director Director

/s/Harold Gilliam /s/Joe Martin
- ------------------------- ------------------------------
Harold Gilliam Joe Martin
Director Director

/s/Theresa D. Turner
- -------------------------
Theresa D. Turner
Director

PROXY

UNITED HERITAGE CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON MARCH 23, 2004

This proxy will be voted as specified by the stockholder. If no
specification is made, all shares will be voted "FOR" the approval of the four
proposals set forth in the proxy statement.

The stockholder(s) represented herein appoint(s) Walter G. Mize and
Harold L. Gilliam, and each of them, proxies with the power of substitution to
vote all shares of Common Stock entitled to be voted by said stockholder(s) at
the Annual Meeting of the Stockholders of United Heritage Corporation to be held
at the executive offices, located at 2 North Caddo Street, Cleburne, Texas
76031, on March 23, 2004 at 10:00 a.m. (Central Time), and in any adjournment or
postponement thereof as specified in this proxy.

PROPOSAL #1-ELECTION OF DIRECTORS

Walter G. Mize FOR / / AGAINST / / ABSTAIN / /

Harold L. Gilliam FOR / / AGAINST / / ABSTAIN / /

Joe Martin FOR / / AGAINST / / ABSTAIN / /

C. Dean Boyd FOR / / AGAINST / / ABSTAIN / /

Theresa D. Turner FOR / / AGAINST / / ABSTAIN / /

Larry G. Coker FOR / / AGAINST / / ABSTAIN / /

PROPOSAL #2-RATIFICATION OF WEAVER AND TIDWELL, L.L.P. AS INDEPENDENT AUDITORS
FOR THE 2004 FISCAL YEAR.

FOR / / AGAINST / / ABSTAIN / /

PROPOSAL #3-AUTHORIZATION TO AMEND THE COMPANY'S ARITICLES OF INCORPORATION TO
EFFECT A REVERSE SPLIT.

FOR / / AGAINST / / ABSTAIN / /

PROPOSAL #4-APPROVAL, AS REQUIRED BY THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS MARKETPLACE RULES, FOR SALES OF COMMON STOCK.

FOR / / AGAINST / / ABSTAIN / /

PLEASE MARK, DATE AND SIGN YOUR PROXY CARD AND MAIL IT IN THE ENCLOSED ENVELOPE
AS SOON AS POSSIBLE.

IN THEIR DISCRETION, PROXIES ARE ENTITLED TO VOTE UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENT THEREOF.

Signature________________________________________Date__________________

Signature______________________________________ Date___________________

Note: Please mark, date and sign this proxy card and return it in the enclosed
envelope. Please sign as your name appears hereon. If shares are registered in
more than one name, all owners should sign. If signing in a fiduciary or
representative capacity, please give full title and attach evidence of
authority. Corporations please sign with full corporate name by a duly
authorized officer and affix corporate seal.