The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE

OMB APPROVAL
OMB Number: 3235-0006
Estimated average burden
hours per response: 23.8

Report for the Calendar Year or Quarter Ended: 03-31-2014
Check here if Amendment    Amendment Number:
This Amendment (Check only one.):    is a restatement.
   adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: UNITED CAPITAL FINANCIAL ADVISERS, LLC
Address: 500 NEWPORT CENTER DRIVE
SECOND FLOOR
NEWPORT BEACH, CA  92660
Form 13F File Number: 028-13508

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:
Name: Michael A. Herman
Title: Chief Compliance Officer
Phone: 949-999-8500
Signature, Place, and Date of Signing:
Michael A. Herman Newport BeachCA 05-14-2014
[Signature] [City, State] [Date]
Report Type (Check only one.):
   13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)
   13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
X 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)
List of Other Managers Reporting for this Manager:
[If there are no entries in this list, omit this section.]
Form 13F File Number Name
028-12578 Advisors Asset Management, Inc.
028-05637 ADVISORY RESEARCH INC
028-12131 American Assets Investment Management, LLC
028-12016 BlackRock Investment Management, LLC
028-11611 Clearbridge Investments, LLC
028-01203 CS MCKEE LP
028-13023 Dana Investment Advisors, Inc.
028-00869 FRED ALGER MANAGEMENT INC
028-14862 Granite Investment Partners, LLC
028-01343 JANUS CAPITAL MANAGEMENT LLC
028-06810 KEELEY ASSET MANAGEMENT CORP
028-10469 LAZARD ASSET MANAGEMENT LLC
028-00398 LOOMIS SAYLES & CO L P
028-03692 MILLER HOWARD INVESTMENTS INC /NY
028-00454 NEUBERGER BERMAN LLC
028-06536 AEW CAPITAL MANAGEMENT INC
028-13466 NorthCoast Asset Management LLC
028-14498 Nuveen Asset Management, LLC
028-14013 PAYDEN & RYGEL
028-12484 Boston Partners
028-03489 SOUTHERNSUN ASSET MANAGEMENT, LLC
028-06451 STERLING CAPITAL MANAGEMENT LLC
028-06605 THORNBURG INVESTMENT MANAGEMENT INC
028-10245 WESTERN ASSET MANAGEMENT CO
028-02405 COHEN & STEERS CAPITAL MANAGEMENT INC
028-01666 EAGLE ASSET MANAGEMENT INC
028-10991 FAYEZ SAROFIM & CO
028-00413 LORD, ABBETT & CO. LLC
028-00288 MONTAG & CALDWELL, LLC
028-04558 PARAMETRIC PORTFOLIO ASSOCIATES LLC
028-04691 SCHAFER CULLEN CAPITAL MANAGEMENT INC
028-10665 LONDON CO OF VIRGINIA
028-01204 WHV Investment Management, Inc.
028-03676 Winslow Capital Management, LLC
Form 13F Summary Page
Report Summary:
Number of Other Included Managers: 0
Form 13F Information Table Entry Total: 925
Form 13F Information Table Value Total: 4,693,528
(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]
NONE