SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of report (Date of earliest event reported): March 1, 2005


                           UNITED HERITAGE CORPORATION
               (Exact name of registrant as specified in Charter)


            Utah                        0-9997                 87-0372864
(State or other jurisdiction of   (Commission File No.)      (IRS Employee
 incorporation or organization)                            Identification No.)

                              2 North Caddo Street
                              Cleburne, Texas 76033
                    (Address of Principal Executive Offices)

                                  817-641-3681
                            (Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2 below).

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b)).

[_]   Pre-commencement communications pursuant to Rule 13e-4(C) under the
      Exchange Act (17 CFR 240.13(e)-4(c))
<PAGE>

      This Form 8-K and other reports filed by the Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, the Registrant's management as well as
estimates and assumptions made by the Registrant's management. When used in the
Filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant's management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant's industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.

      Although the Registrant believes that the expectations reflected in the
forward looking statements are reasonable, the Registrant cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
the Registrant does not intend to update any of the forward-looking statements
to conform these statements to actual results.

Item 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard

      On September 1, 2004 the Registrant received a letter from The Nasdaq
Stock Market indicating that, for a period of 30 consecutive business days, the
bid price of the Registrant's common stock closed below the minimum $1.00 per
share requirement for continued inclusion under Marketplace Rule 4310(c)(4).
According to the letter, the Registrant had until February 28, 2005 to regain
compliance. On March 1, 2005 the Registrant received a letter from The Nasdaq
Stock Market indicating that it had failed to regain compliance. However, the
letter indicated that, except for the bid price, the Registrant met all initial
inclusion criteria for the SmallCap Market as set forth in Marketplace Rule
4310(c). Therefore, in accordance with Marketplace Rule 4310(c)(8)(D), the
Registrant has been provided an additional 180 calendar days (until August 29,
2005) to comply with Rule 4310(c)(4).
<PAGE>

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  March 1, 2005

                                    UNITED HERITAGE CORPORATION



                                    By: /s/Walter G. Mize
                                        ---------------------------------------
                                        Walter G. Mize, Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of report (Date of earliest event reported): March 1, 2005

                           UNITED HERITAGE CORPORATION
               (Exact name of registrant as specified in Charter)

            Utah                        0-9997                 87-0372864
(State or other jurisdiction of   (Commission File No.)      (IRS Employee
 incorporation or organization)                            Identification No.)

                              2 North Caddo Street
                              Cleburne, Texas 76033
                    (Address of Principal Executive Offices)

                                  817-641-3681
                            (Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2 below).

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b)).

[_]   Pre-commencement communications pursuant to Rule 13e-4(C) under the
      Exchange Act (17 CFR 240.13(e)-4(c))
This Form 8-K and other reports filed by the Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, the Registrant's management as well as
estimates and assumptions made by the Registrant's management. When used in the
Filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant's management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant's industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.

      Although the Registrant believes that the expectations reflected in the
forward looking statements are reasonable, the Registrant cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
the Registrant does not intend to update any of the forward-looking statements
to conform these statements to actual results.

Item 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard

      On September 1, 2004 the Registrant received a letter from The Nasdaq
Stock Market indicating that, for a period of 30 consecutive business days, the
bid price of the Registrant's common stock closed below the minimum $1.00 per
share requirement for continued inclusion under Marketplace Rule 4310(c)(4).
According to the letter, the Registrant had until February 28, 2005 to regain
compliance. On March 1, 2005 the Registrant received a letter from The Nasdaq
Stock Market indicating that it had failed to regain compliance. However, the
letter indicated that, except for the bid price, the Registrant met all initial
inclusion criteria for the SmallCap Market as set forth in Marketplace Rule
4310(c). Therefore, in accordance with Marketplace Rule 4310(c)(8)(D), the
Registrant has been provided an additional 180 calendar days (until August 29,
2005) to comply with Rule 4310(c)(4).
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  March 1, 2005

                                    UNITED HERITAGE CORPORATION

                                    By: /s/Walter G. Mize
                                        ---------------------------------------
                                        Walter G. Mize, Chief Executive Officer