SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
    Act of 1934

For the quarterly period ending               September 30, 1999
                               -------------------------------------------------


                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

      For the transition period from                     to
                                    --------------------------------------------
      Commission File Number:                           1-10104
                             ---------------------------------------------------

                              United Capital Corp.
--------------------------------------------------------------------------------
               (Exact name of Company as specified in its charter)


          Delaware                                        04-2294493
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

          9 Park Place, Great Neck, New York                   11021
--------------------------------------------------------------------------------
    (Address of principal executive offices)                (Zip Code)


                                  516-466-6464
--------------------------------------------------------------------------------
                (Company's telephone number, including area code)


                                      N/A
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  Company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 [X] Yes [ ] No

  Indicate the number of shares  outstanding of each of the issuer's  classes of
common stock, as of the latest practicable date.

            Common stock, $.10 par value 4,735,915 shares outstanding
                            as of November 8, 1999.

                                  Page 1 of 21
<PAGE>

                      UNITED CAPITAL CORP. AND SUBSIDIARIES

                                      INDEX

                          PART I FINANCIAL INFORMATION

                                                                            PAGE
                                                                            ----

ITEM 1.     FINANCIAL STATEMENTS

            Consolidated Balance Sheets as
            of  September 30, 1999 and December 31, 1998                      3

            Consolidated Statements of Income for
            the Three Months Ended September 30, 1999 and 1998                4

            Consolidated Statements of Income for the Nine
            Months Ended September 30, 1999 and 1998                          5

            Consolidated Statements of Cash Flows for
            the Nine Months Ended September 30, 1999 and 1998             6 - 7

            Notes to Consolidated Financial Statements                   8 - 13

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS               13 - 20

                            PART II OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS                                                20

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K                                 21

SIGNATURES                                                                   21




                                  Page 2 of 21
<PAGE>


                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      -------------------------------------

              CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1999
                       (UNAUDITED) AND DECEMBER 31, 1998
                       ---------------------------------
                                 (In Thousands)
<TABLE>
<CAPTION>

              ASSETS                                                   1999             1998
              ------                                                   ----             ----

CURRENT ASSETS:
<S>                                                                 <C>             <C>
   Cash and cash equivalents                                         $24,858          $8,154
   Marketable securities                                              17,176          14,290
   Notes and accounts receivable, net                                  6,133           7,819
   Inventories                                                         3,999           4,339
   Prepaid expenses and other current assets                             392             209
   Deferred income taxes                                                 720               0
                                                                    --------        --------

       Total current assets                                           53,278          34,811
                                                                    --------        --------


PROPERTY, PLANT & EQUIPMENT, net                                       4,822           4,686


REAL PROPERTY HELD FOR RENTAL, net                                    66,576          71,437


NONCURRENT NOTES RECEIVABLE                                              209             593


OTHER ASSETS                                                           8,100          11,296


DEFERRED INCOME TAXES                                                  1,825           3,289
                                                                    --------        --------


        Total assets                                                $134,810        $126,112
                                                                    ========        ========
</TABLE>


<TABLE>
<CAPTION>
 LIABILITIES AND STOCKHOLDERS' EQUITY                                  1999             1998
 ------------------------------------                                  ----             ----

<S>                                                                  <C>              <C>
 CURRENT LIABILITIES:
     Current maturities of long-term debt                            $6,069           $5,875
     Current portion of  borrowings under credit facilities           1,400            1,400
     Accounts payable and accrued liabilities                         9,499           10,821
     Income taxes payable                                             8,909            6,355
     Deferred income taxes                                                0              152
                                                                     ------           ------
           Total current liabilities                                 25,877           24,603
                                                                     ------           ------

 LONG-TERM LIABILITIES:
    Borrowings under credit facilities                                2,800            3,850
    Long-term debt                                                   28,718           26,929
    Other long-term liabilities                                      20,468           18,312
                                                                   --------         --------

           Total liabilities                                         77,863           73,694
                                                                   --------         --------

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY:

    Common stock                                                        501              515
    Additional paid-in capital                                          748            3,536
    Retained earnings                                                54,507           45,429
    Accumulated other comprehensive income, net of  tax               1,191            2,938
                                                                   --------         --------
           Total stockholders' equity                                56,947           52,418
                                                                   --------         --------

           Total liabilities and stockholders' equity              $134,810         $126,112
                                                                   ========         ========
</TABLE>


                     THE ACCOMPANYING NOTES TO CONSOLIDATED
       FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.



                                  Page 3 of 21
<PAGE>


                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)



<TABLE>
<CAPTION>
                                                                                     1999                1998
                                                                                     ----                ----
<S>                                                                                <C>                 <C>
REVENUES:
     Net sales                                                                     $7,458              $7,487
     Rental revenues from real estate operations                                    6,881               6,396
                                                                                   ------              ------

     Total revenues                                                                14,339              13,883
                                                                                   ------              ------

COSTS AND EXPENSES:
     Cost of  sales                                                                 5,246               5,084
     Real estate operations -
       Mortgage interest expense                                                      644                 664
       Depreciation expense                                                         1,314               1,348
       Other operating expenses                                                     1,654               1,574
     General and administrative expenses                                            1,419               1,218
     Selling expenses                                                                 966                 926
                                                                                   ------              ------

Total costs and expenses                                                           11,243              10,814
                                                                                   ------              ------

Operating income                                                                    3,096               3,069
                                                                                   ------              ------

OTHER INCOME (EXPENSE):
     Interest and dividend income                                                     625                 390
     Interest expense                                                                (146)               (202)
     Other income and expense, net                                                  1,466                 212
                                                                                   ------              ------

Total other income                                                                  1,945                 400
                                                                                   ------              ------

Income before income taxes                                                          5,041               3,469

Provision for income taxes                                                          2,125               1,508
                                                                                   ------              ------

Net income                                                                         $2,916              $1,961
                                                                                   ======              ======

EARNINGS PER COMMON SHARE:

    Basic                                                                           $.58                 $.38
    Diluted                                                                         $.58                 $.37


</TABLE>


           THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    ARE AN INTEGRAL PART OF THESE STATEMENTS


                                  Page 4 of 21
<PAGE>
                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                      1999        1998
                                                                                      ----        ----
<S>                                                                                <C>         <C>
REVENUES:
    Net sales                                                                      $ 23,023    $ 24,427
    Rental revenues from real estate operations                                      20,204      19,000
                                                                                   --------    --------

    Total revenues                                                                   43,227      43,427
                                                                                   --------    --------

COSTS AND EXPENSES:
    Cost of  sales                                                                   16,384      16,965
    Real estate operations -
      Mortgage interest expense                                                       2,000       2,018
      Depreciation expense                                                            4,061       4,143
      Other operating expenses                                                        5,315       3,952
    General and administrative expenses                                               4,395       4,393
    Selling expenses                                                                  2,950       2,824
                                                                                   --------    --------

Total costs and expenses                                                             35,105      34,295
                                                                                   --------    --------

Operating income                                                                      8,122       9,132
                                                                                   --------    --------

OTHER INCOME (EXPENSE):
    Interest and dividend income                                                      1,390       1,137
    Interest expense                                                                   (474)       (631)
    Other income and expense, net                                                     6,650       3,996
                                                                                   --------    --------

Total other income                                                                    7,566       4,502
                                                                                   --------    --------

Income from continuing operations before income taxes                                15,688      13,634

Provision for income taxes                                                            6,610       5,836
                                                                                   --------    --------

Income from continuing operations                                                     9,078       7,798
                                                                                   --------    --------

DISCONTINUED OPERATIONS:
   Gain on disposal of discontinued operations, net of tax provision of $3,700            0       4,849
                                                                                   --------    --------

Net income                                                                         $  9,078    $ 12,647
                                                                                   ========    ========

EARNINGS PER COMMON SHARE:

    Basic- continuing operations                                                   $   1.80    $   1.49
    Basic- discontinued operations                                                      .00         .93
                                                                                   --------    --------
    Net income per basic common share                                              $   1.80    $   2.42
                                                                                   ========    ========

    Diluted- continuing operations                                                 $   1.79    $   1.46
    Diluted- discontinued operations                                                    .00         .91
                                                                                   --------    --------
    Net income per diluted common share                                            $   1.79    $   2.37
                                                                                   ========    ========
</TABLE>

           THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    ARE AN INTEGRAL PART OF THESE STATEMENTS

                                  Page 5 of 21
<PAGE>
                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         1999       1998
                                                                         ----       -----
<S>                                                                  <C>         <C>
Cash Flows From Operating Activities:
    Net income                                                       $  9,078    $ 12,647
                                                                     --------    --------
    Adjustments to reconcile net income to net cash
       provided by operating activities:
    Gain on sale of discontinued operations, net of tax                     0      (4,849)
    Purchase of trading securities                                       (700)     (5,891)
    Proceeds from sale of trading securities                              844       5,966
    Depreciation and amortization                                       4,937       4,678
    (Gain) loss from equity investments                                  (838)        392
    Gain on sale of trading securities                                   (144)        (75)
    Changes in assets and liabilities (A)                              10,811      (4,399)
                                                                     --------    --------


       Total adjustments                                               14,910      (4,178)
                                                                     --------    --------

         NET CASH PROVIDED BY OPERATING ACTIVITIES                     23,988       8,469
                                                                     --------    --------

Cash Flows From Investing Activities:
       Purchase of available-for-sale securities                       (5,505)     (4,596)
       Proceeds from sale of equity investments                         1,300           0
       Proceeds from sale of discontinued operations                        0      16,000
       Acquisition of property, plant and equipment                    (1,154)       (930)
       Investment in and advances to affiliates                           (56)        (26)
                                                                     --------    --------

         NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES           (5,415)     10,448
                                                                     --------    --------

Cash Flows From Financing Activities:
       Principal payments on mortgage commitments, notes and loans     (4,578)     (3,969)
       Proceeds from mortgage commitments, notes and loans              6,560       5,138
       Net borrowings under credit facilities                          (1,050)     (5,650)
       Purchase and retirement of common shares                        (2,943)     (1,990)
       Proceeds from exercise of stock options                            142          18
                                                                     --------    --------

         NET CASH USED IN FINANCING ACTIVITIES                         (1,869)     (6,453)
                                                                     --------    --------

Net increase in cash and cash equivalents                              16,704      12,464

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD                       8,154       5,250
                                                                     --------    --------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                          $ 24,858    $ 17,714
                                                                     ========    ========

</TABLE>


                                  Page 6 of 21
<PAGE>
                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (CONTINUED)
                                   (UNAUDITED)
                                 (IN THOUSANDS)

                                                                1999        1998
                                                                ----        ----
Supplemental Disclosures of Cash Flow Information:

       Cash Paid During the Period For:
         Interest                                             $2,390     $2,641
                                                              ======     ======
         Taxes                                                $3,411     $5,202
                                                              ======     ======

Supplemental Schedule of Noncash Investing
   and Financing Activities:
        See Notes to Consolidated Financial Statements


(A) Changes in assets and  liabilities  for the nine months ended  September 30,
    1999 and 1998, are as follows:

Notes and accounts receivable, net                        $1,686       $2,736
Inventories                                                  340         (285)
Prepaid expenses and other current assets                   (183)          12
Deferred income taxes                                      1,464          226
Real property held for rental, net                           941       (5,234)
Noncurrent notes receivable                                  384          (55)
Other assets                                               2,791         (175)
Accounts payable and accrued liabilities                  (1,322)      (2,190)
Income taxes payable                                       2,554          625
Other long-term liabilities                                2,156          (59)
                                                           -----          ----

         Total                                           $10,811      ($4,399)
                                                         =======      ========


       THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN
                       INTEGRAL PART OF THESE STATEMENTS


                                  Page 7 of 21
<PAGE>

                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

BASIS OF PRESENTATION
---------------------

         The accompanying  unaudited Consolidated Financial Statements have been
prepared in  accordance  with the  instructions  to Form 10-Q used for quarterly
reports  under  Section 13 or 15(d) of the  Securities  Exchange Act of 1934, as
amended,  and therefore,  do not include all information and footnotes necessary
for a fair  presentation of financial  position,  results of operations and cash
flows in conformity with generally accepted accounting principles.

         The consolidated financial information included in this report has been
prepared in conformity  with the  accounting  principles and methods of applying
those accounting principles,  reflected in the Consolidated Financial Statements
included  in the  Annual  Report  on Form 10-K  filed  with the  Securities  and
Exchange Commission for the year ended December 31, 1998.

         All  adjustments  necessary for a fair  presentation of the results for
the interim periods have been recorded.

         The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year.

MARKETABLE SECURITIES
---------------------

         The  aggregate  market value of  marketable  securities,  which are all
classified as  available-for-sale,  was $17,176,000 and $14,290,000 at September
30, 1999 and December 31, 1998,  respectively,  while  unrealized  holding gains
were $1,191,000 and $2,938,000 on a net of tax basis,  respectively.  Marketable
securities consist of the following:

(In Thousands)                      September 30, 1999      December 31, 1998
                                    ------------------      -----------------

Available-For-Sale Securities:
  Corporate equities                      $11,966                $14,290
  Corporate debts                           5,210                      0
                                          -------                -------
                                          $17,176                $14,290
                                          =======                =======

Corporate debt securities have contractual maturities ranging from approximately
one to nine years, with the majority of the maturities being five years or less.


                                  Page 8 of 21
<PAGE>


The following  represents  proceeds received from the sale of trading securities
and the resulting  gross  realized gains  included in the  determination  of net
income for the nine months ended September 30:

(In Thousands)                          1999                 1998
                                        ----                 ----

Proceeds                                $844               $5,966
Realized gains                          $144               $   75

INVENTORIES
-----------

         The components of inventory are as follows:

(In Thousands)                       September 30, 1999      December 31, 1998
                                     ------------------      -----------------

Raw materials                             $2,214                  $1,851
Work in process                              462                     403
Finished goods                             1,323                   2,085
                                           -----                   -----
                                          $3,999                  $4,339
                                          ======                  ======

CONTINGENCIES
-------------

         The Company has  undertaken  the  completion of  environmental  studies
and/or remedial action at two of Metex' New Jersey facilities.

         The process of remediation has begun at one facility pursuant to a plan
filed with the New Jersey  Department  of  Environmental  Protection  and Energy
("NJDEPE").  Environmental  experts engaged by the Company  estimate that, under
the  most  probable  remediation  scenario,  the  remediation  of  this  site is
anticipated to require initial  expenditures  of $860,000  including the cost of
capital equipment,  and $86,000 in annual operating and maintenance costs over a
15-year period.

         Environmental  studies at the second facility indicate that remediation
may be  necessary.  Based  upon the  facts  presently  available,  environmental
experts  have  advised the Company  that,  under the most  probable  remediation
scenario,  the estimated  cost to remediate  this site is anticipated to require
$2,300,000 in initial  costs,  including  capital  equipment  expenditures,  and
$258,000 in annual  operating and maintenance  costs over a 10-year period.  The
Company may revise such estimates in the future due to the uncertainty regarding
the nature, timing and extent of any remediation efforts that may be required at
this site,  should an  appropriate  regulatory  agency  deem such  efforts to be
necessary.

         The  foregoing  estimates  may also be revised by the Company as new or
additional  information in these matters becomes  available or should the NJDEPE
or other  regulatory  agencies  require  additional or  alternative  remediation
efforts in the future.  It is not  currently  possible to estimate  the range or
amount of any such liability.

         Although the Company  believes  that it is entitled to full defense and
indemnification  with respect to  environmental  investigation  and  remediation
costs under its  insurance  policies,  the


                                  Page 9 of 21
<PAGE>

Company's insurers have denied such coverage. Accordingly, the Company has filed
an action against certain insurance carriers seeking defense and indemnification
with respect to all prior and future  costs  incurred in the  investigation  and
remediation of these sites. To date,  settlements have been reached with all but
one carrier in this  matter.  Upon the advice of counsel,  the Company  believes
that based upon a present  understanding  of the facts and the present  state of
the law in New Jersey,  it is  probable  that the  Company  will  prevail in the
pending  litigation and thereby access all or a very substantial  portion of the
insurance coverage it claims; however, the ultimate outcome of litigation cannot
be predicted.

         In the opinion of management,  these matters will be resolved favorably
and such amounts,  if any, not recovered under the Company's  insurance policies
will be paid gradually over a period of years and, accordingly,  should not have
a material adverse effect upon the business,  liquidity or financial position of
the Company. However, adverse decisions or events, particularly as to the merits
of the  Company's  factual and legal basis could cause the Company to change its
estimate of liability with respect to such matters in the future.

         The Company is involved in various other  litigation  and legal matters
which are being  defended  and handled in the ordinary  course of business.  See
Part II Other Information - Item 1. Legal Proceedings. None of these matters are
expected  to  result  in a  judgment  having a  material  adverse  effect on the
Company's consolidated financial position or results of operations.

EARNINGS PER SHARE
------------------

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

<TABLE>
<CAPTION>

                                                               Three Months                 Nine Months
                                                            Ended September 30,         Ended September 30,
                                                            -------------------         -------------------

<S>                                                          <C>      <C>                 <C>      <C>
(In Thousands, Except Per Share Data)                          1999     1998                1999     1998
                                                              ------   ------              ------   ------

Numerator:
   Income from continuing operations                         $2,916   $1,961              $9,078   $7,798
                                                             ------   ------              ------   ------
Denominator:
        Denominator for basic earnings per share -
        weighted-average shares                               5,014    5,203               5,040    5,219

Effect of dilutive securities:
   Employee stock options                                        49      103                  33      120
                                                             ------   ------              ------   ------

        Denominator for diluted earnings per share -
        adjusted weighted-average shares and assumed
        conversions                                           5,063    5,306               5,073    5,339
                                                             ------   ------              ------   ------

Basic earnings per share - continuing operations             $  .58   $  .38              $ 1.80   $ 1.49
                                                             ======   ======              ======   ======

Diluted earnings per share - continuing operations           $  .58   $  .37              $ 1.79   $ 1.46
                                                             ======   ======              ======   ======
</TABLE>



                                 Page 10 of 21
<PAGE>

COMPREHENSIVE INCOME
--------------------

The Company's  comprehensive income consists of unrealized gains and losses from
investments   in   available-for-sale   securities.   The  components  of  other
comprehensive income are as follows:

<TABLE>
<CAPTION>
                                                              Three Months            Nine Months
                                                          Ended September 30,     Ended September 30,
                                                          -------------------     -------------------

<S>                                                      <C>         <C>         <C>         <C>
(In Thousands)                                              1999        1998         1999        1998
                                                            ----        ----         ----        ----

Net income                                               $  2,916    $  1,961    $  9,078    $ 12,647

Other comprehensive income, net of tax:
Unrealized  holding  losses  on  available-for-sale
securities,  net of tax benefit of $1,358 and $252,
and $872 and $258, respectively                            (2,522)       (490)     (1,747)       (501)
                                                         --------    --------    --------    --------

Comprehensive income                                     $    394    $  1,471    $  7,331    $ 12,146
                                                         ========    ========    ========    ========
</TABLE>


BUSINESS SEGMENTS
-----------------

         The  Company  operates  through  two  business  segments:  real  estate
investment and management and engineered  products.  The real estate  investment
and  management  segment is engaged in the business of investing in and managing
real estate properties and the making of high-yield, short-term loans secured by
desirable properties.  Engineered products are manufactured through wholly-owned
subsidiaries  of the Company and primarily  consist of knitted wire products and
components and transformer products.


                                 Page 11 of 21
<PAGE>

         Operating results of the Company's business segments are as follows:
<TABLE>
<CAPTION>

                                                                   Three Months                       Nine Months
                                                                Ended September 30,               Ended September 30,
                                                                -------------------               -------------------
  (In Thousands)
                                                             1999              1998                1999          1998
                                                             ----              ----                ----          ----
<S>                                                         <C>              <C>                 <C>          <C>
  Net revenues and sales-
       Real estate investment and management                $6,881           $6,396              $20,204      $19,000
       Engineered products                                   7,458            7,487               23,023       24,427
                                                           -------        ---------             --------     --------

                                                           $14,339          $13,883              $43,227      $43,427
                                                           =======          =======              =======      =======

  Operating income-
       Real estate investment and management                $3,269           $2,810               $8,828       $8,887
       Engineered products                                     487              792                1,459        2,528
                                                          --------         --------              -------    ---------

                                                             3,756            3,602               10,287       11,415

  General corporate expenses                                  (660)            (533)              (2,165)      (2,283)
  Other income, net                                          1,945              400                7,566        4,502
                                                           -------         --------             --------    ---------

              Income from continuing
                operations before income taxes              $5,041           $3,469              $15,688      $13,634
                                                            ======           ======              =======      =======
</TABLE>


<TABLE>
<CAPTION>
                                                                  September 30, 1999                December 31, 1998
                                                                  ------------------                -----------------
<S>                                                                  <C>                             <C>
Identifiable assets -

     Real estate investment and management                              $122,743                          $114,406
     Engineered products                                                  12,067                            11,706
                                                                        --------                          --------
                                                                        $134,810                          $126,112
                                                                        ========                          ========
</TABLE>

SUBSEQUENT EVENT
----------------

         In August 1999,  the Company's  Board of Directors  authorized a "Dutch
Auction"  self-tender  offer for up to 500,000  shares of the  Company's  common
stock, or approximately 10% of its outstanding  shares.  Under the terms of this
offer, which expired on September 30, 1999, the Company invited  shareholders to
tender shares at prices between $15.00 and $17.50 per share.

         In  October  1999,  the  Company  purchased  and  retired  all  of  the
approximately  278,000 shares  validly  tendered at a price of $17.50 per share.
The $4.9 million of shares repurchased in connection with this self-tender offer
represents  approximately  5.5%  of  the  Company's  outstanding  shares  as  of
September 30, 1999. The purchase was funded through the Company's available cash
resources.  This repurchase is consistent with  management's  goal of increasing
shareholder  value and represents an attractive  investment  that should benefit
the Company and its shareholders over the long-term.

         As a result of the  repurchase of the  approximately  278,000 shares in
October 1999, the Company's  additional  paid-in capital will be reduced to zero
and the  Company's  retained  earnings  will



                                 Page 12 of 21
<PAGE>

be reduced by approximately $4.1 million. These adjustments will be reflected in
the Company's December 31, 1999 financial statements.

NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------

         In June 1998, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards No. 133 "Accounting for Derivative
Instruments  and  Hedging   Activities"  ("SFAS  No.  133"),  which  establishes
accounting  and reporting  standards for  derivative  instruments.  SFAS No. 133
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities in the statement of financial position and measure those instruments
at fair value.  The  statement  requires that changes in the  derivative's  fair
value be  recognized  currently in earnings  unless  specific  hedge  accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset  related  results  on the  hedged  item in the income
statement. In June 1999, FASB issued Statement of Financial Accounting Standards
No. 137 "Accounting for Derivative  Instruments and Hedging  Activities-Deferral
of the  Effective  Date of FASB  Statement No. 133," which changes the effective
date to all fiscal  quarters of all fiscal years  beginning after June 15, 2000.
SFAS No. 133 cannot be applied  retroactively  to financial  statements of prior
periods.  The  Company  is in the  process  of  evaluating  the  accounting  and
reporting  requirements  and believes that SFAS No. 133 will not have a material
impact on the  consolidated  results of operations,  financial  position or cash
flows.

USE OF ESTIMATES
----------------

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS
-----------------

         Certain amounts have been  reclassified in the prior year  Consolidated
Financial  Statements  to present  them on a basis  consistent  with the current
year.

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
-------------------------------------------------------

         Revenues for the three month period ended September 30, 1999 were $14.3
million,  which  resulted in pretax  income of $5.0 million  versus  revenues of
$13.9 million and pretax income of $3.5 million during the comparable  period in
1998.  Net income  during this  quarter was $2.9 million or $.58 per basic share
versus $2.0  million or $.38 per basic  share  during the  comparable  period in
1998.

         Revenues for the nine month period ended  September 30, 1999 were $43.2
million resulting in income from continuing operations of $9.1 million, or $1.80
per basic  share  versus  revenues of $43.4




                                 Page 13 of 21
<PAGE>

million and income from  continuing  operations  of $7.8  million,  or $1.49 per
basic share during the  comparable  1998 period.  In 1998,  the Company sold its
antenna  business,  resulting in a pretax gain from  discontinued  operations of
approximately  $8.6  million or $.93 per basic share on an after tax basis.  Net
income was $9.1 million or $1.80 per basic share in 1999 versus $12.6 million or
$2.42 per basic share for the same period in 1998.

REAL ESTATE OPERATIONS
----------------------

         Rental  revenues from real estate  operations  increased  approximately
$485,000, or 8% for the three months and $1.2 million, or 6% for the nine months
ended September 30, 1999,  compared to the corresponding  periods in 1998. These
increases are  primarily  attributable  to revenues  generated  from  properties
acquired in 1998.

         Mortgage interest expense decreased  approximately $20,000 or 3% during
the current  quarter and less than 1% for the nine month period ended  September
30, 1999, compared to the corresponding periods in 1998. These decreases are due
to  lower  interest  expense  on  mortgages  refinanced  in 1998  and  1999  and
continuing  mortgage   amortization,   including   repayments   associated  with
properties sold.

         Depreciation   expense  associated  with  rental  properties  decreased
approximately  $34,000,  or 3% during the three month period ended September 30,
1999,  and  approximately  $82,000,  or 2%,  during the nine month  period ended
September  30,  1999,  compared  to the  corresponding  periods  in 1998.  These
decreases are  primarily due to reduced  depreciation  expense  associated  with
properties sold in 1999 and 1998.

         Operating  expenses  associated  with the management of real properties
increased  approximately  $80,000 for the current quarter and approximately $1.4
million for the nine month period  ended  September  30,  1999,  compared to the
corresponding  periods in 1998. The increase in the current quarter is primarily
due to expenses incurred for the maintenance of properties acquired in 1998. The
increase for the nine month period was  principally  due to 1998 expenses having
been reduced by a non-recurring  real estate tax abatement of approximately $1.0
million.  The remainder of the nine month period increase was principally due to
expenses incurred for the maintenance of properties acquired in 1998.




                                 Page 14 of 21
<PAGE>

ENGINEERED PRODUCTS
-------------------

         The  Company's   engineered   products   segment  includes  Metex  Mfg.
Corporation and AFP  Transformers, LLC. The operating results of the engineered
products segment are as follows:

<TABLE>
<CAPTION>
                                                        Three Months                    Nine Months
                                                     Ended September 30,            Ended September 30,
                                                     -------------------            -------------------

<S>                                                   <C>            <C>               <C>            <C>
(In Thousands)                                        1999           1998              1999           1998
                                                      ----           ----              ----           ----

Net Sales                                           $7,458         $7,487           $23,023        $24,427
                                                    ======         ======           =======        =======

Cost of  Sales                                      $5,246         $5,084           $16,384        $16,965
                                                    ======         ======           =======        =======

Selling, General and Administrative
Expenses                                            $1,725         $1,611           $ 5,180        $ 4,934
                                                    ======         ======           =======        =======

Income from Operations                              $  487         $  792           $ 1,459        $ 2,528
                                                    ======         ======           =======        =======
</TABLE>

         Net sales of the engineered products segment decreased less than 1% for
the current  quarter and $1.4  million,  or 6% for the nine month  period  ended
September  30, 1999  compared to the same periods in 1998.  These  decreases are
primarily  attributable  to continued  price  competition and reduced demand for
certain of the Company's products.

         Cost of sales as a percentage of net sales increased  approximately  2%
for the three and nine month  periods  ended  September 30, 1999 compared to the
same periods in 1998.  These  increases  are  primarily  due to continued  price
competition,  non-recurring  costs associated with a labor strike and subsequent
union settlement in the first quarter of 1999, start up operations in Mexico and
the mix of products sold.

         Selling, general and administrative expenses of the engineered products
segment increased  $114,000 or 7% and $246,000 or 5%,  respectively,  during the
quarter and nine month period ended  September 30, 1999 versus such costs of the
comparable 1998 periods.  These increases are primarily due to amounts  invested
to expand the Company's product offerings and improve competitiveness.


                                 Page 15 of 21
<PAGE>

GENERAL AND ADMINISTRATIVE EXPENSES
-----------------------------------

         General  and  administrative   ("G&A")  expenses  not  associated  with
manufacturing operations increased by approximately $127,000 for the three month
period ended  September 30, 1999 versus the same period in 1998  principally due
to an increase in  professional  fees.  For the nine months ended  September 30,
1999,  G&A expenses  not  associated  with  manufacturing  operations  decreased
approximately   $118,000   due  to   non-recurring   charges   recorded  in  the
corresponding prior year period, offset by an increase in professional fees.

OTHER INCOME AND EXPENSE
------------------------

         The  components  of  other  income  and  expense  in  the  accompanying
Consolidated Statements of Income are as follows:

<TABLE>
<CAPTION>
                                                              Three Months                    Nine Months
                                                           Ended September 30,            Ended September 30,
                                                           -------------------            -------------------

<S>                                                        <C>          <C>                <C>        <C>
      (In Thousands)                                       1999         1998               1999       1998
                                                           ----         ----               ----       ----

      Gain on sale of real estate assets                 $1,304         $546             $5,261     $4,420

      Gain (loss) from equity investments                     0         (216)               838       (392)

      Gain on sale of trading securities                    144            0                144         75

      Other, net                                             18         (118)               407       (107)
                                                        -------         ----             ------     ------

                                                         $1,466         $212             $6,650     $3,996
                                                         ======         ====             ======     ======
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

        At September 30, 1999, the Company's cash and marketable securities were
$42.0 million and working capital was  approximately  $27.4 million.  Management
believes  that  the  real  estate  market  continues  to be  overvalued  and the
Company's recent  acquisitions have been limited to those select properties that
meet its financial requirements.  Management believes that the available working
capital  along with the $40  million of  availability  on the  revolving  credit
facility  discussed below, puts it in an opportune position to fund acquisitions
and grow the portfolio as attractive  long-term  opportunities become available.
The current  liabilities of the Company have  historically  exceeded its current
assets  principally  due to the  financing of the  purchase of long-term  assets
utilizing short-term  borrowings and from the classification of current mortgage
obligations without the corresponding current asset for such properties.  Future
financial  statements  may  reflect  current  liabilities  in excess of  current
assets.   Management  is  confident   that  through  cash  flow  generated  from
operations,  together  with  borrowings  available  under the  revolving  credit
facility  discussed below and the sale of select assets, all obligations will be
satisfied as they come due.




                                 Page 16 of 21
<PAGE>

         The Company's  portfolio of  available-for-sale  securities  had a fair
market  value  of  $17.2  million  at  September  30,  1999,  reflecting  pretax
unrealized holding gains of approximately $1.8 million.

         The Company's  Credit  Agreement  with two banks provides for both a $7
million  term loan ("Term  Loan") and a $40 million  revolving  credit  facility
("Revolver").  Under the terms of the  Credit  Agreement,  the  Company  will be
provided  with  eligibility  based  upon  the  sum of (i)  50% of the  aggregate
annualized  and  normalized   year-to-date  net  operating  income  of  eligible
properties, as defined,  capitalized at 11.5% and (ii) the lesser of $12 million
or the sum of 75% of eligible accounts receivable and 50% of eligible inventory,
as defined.  Eligibility is also limited by amounts  outstanding  under the Term
Loan.  At September  30, 1999,  eligibility  under the Revolver was $40 million,
based upon the above terms. The Credit Agreement  contains certain financial and
restrictive covenants, including minimum consolidated equity, interest coverage,
debt service coverage and capital expenditures (other than for real estate). The
Company was in compliance  with all covenants at September 30, 1999.  The Credit
Agreement also contains provisions which allow the lenders to perfect a security
interest in certain  operating and real estate assets in the event of a default,
as  defined in the  Credit  Agreement.  Borrowings  under the  Revolver,  at the
Company's  option,  bear  interest at the bank's  prime  lending  rate or at the
London  Interbank  Offered Rate ("LIBOR") plus 1.75% while  borrowings under the
Term Loan bear  interest at 90 day LIBOR plus 1.4%.  The Term Loan is payable in
quarterly  principal  installments  of  $350,000  with the final  payment due on
September  30, 2002.  The Revolver  expires on January 15, 2000.  The Company is
currently in  discussion  with  several  banks to expand and extend its' present
credit  facility and management is confident that such  arrangements  will be in
place prior to the expiration of the Revolver. At September 30, 1999, there were
no amounts  outstanding  under the Revolver and  approximately  $4.2 million was
outstanding on the Term Loan.

         The Company has an interest-rate swap agreement to effectively  convert
its floating  rate Term Loan to a fixed rate basis,  thus reducing the impact of
interest rate changes on future expense.  Under the swap agreement,  the Company
agreed to exchange  with the  counterparty  (a commercial  bank) the  difference
between the fixed and floating rate interest  amounts.  The  differential  to be
paid or received on the interest  rate swap is  recognized  over the term of the
agreement  as an  adjustment  to  interest  expense.  The fair value of the swap
agreement is not recognized in the financial statements.

         The Company has  undertaken  the  completion of  environmental  studies
and/or remedial  action at two of Metex' New Jersey  facilities and has filed an
action against certain insurance carriers seeking recovery of costs incurred and
to be incurred in these matters.  To date settlements have been reached with all
but one carrier in this  matter.  Based upon the advice of  counsel,  management
believes  further  recovery is probable and therefore should not have a material
effect on the  liquidity  or capital  resources  of the  Company.  However,  the
ultimate  outcome of litigation  cannot be predicted.  See Notes to Consolidated
Financial Statements -- Contingencies.

         In August 1999,  the Company's  Board of Directors  authorized a "Dutch
Auction"  self-tender  offer for up to 500,000  shares of the  Company's  common
stock, or approximately 10% of its outstanding  shares.  Under the terms of this
offer, which expired on September 30, 1999, the Company invited  shareholders to
tender shares at prices between $15.00 and $17.50 per share.



                                 Page 17 of 21
<PAGE>

         In  October  1999,  the  Company  purchased  and  retired  all  of  the
approximately  278,000 shares  validly  tendered at a price of $17.50 per share.
The $4.9 million of shares repurchased in connection with this self-tender offer
represents  approximately  5.5%  of  the  Company's  outstanding  shares  as  of
September 30, 1999. The purchase was funded through the Company's available cash
resources.  This repurchase is consistent with  management's  goal of increasing
shareholder  value and represents an attractive  investment  that should benefit
the Company and its shareholders over the long-term.

         As a result of the  repurchase of the  approximately  278,000 shares in
October 1999, the Company's  additional  paid-in capital will be reduced to zero
and the  Company's  retained  earnings  will be  reduced by  approximately  $4.1
million.  These adjustments will be reflected in the Company's December 31, 1999
financial statements.

         Repurchases  of the  Company's  common  stock will be made from time to
time in the open market at prevailing market prices and may be made in privately
negotiated transactions, subject to available resources. Funds of the Company in
excess of that needed for working capital,  purchasing real estate and arranging
financing for real estate  acquisitions are invested by the Company in corporate
equity securities, corporate notes, other financial instruments, certificates of
deposit and government securities.

         The cash needs of the Company have been satisfied from funds  generated
by current  operations  and  additional  borrowings.  It is expected that future
operational  cash needs and the cash required to repurchase the Company's common
stock will also be satisfied from existing cash balances, ongoing operations and
additional  borrowings  on the Revolver.  The primary  source of capital to fund
additional real estate  acquisitions and to make additional  high-yield mortgage
loans will come from existing funds, the sale,  financing and refinancing of the
Company's  properties  and from third party  mortgages and purchase  money notes
obtained in connection with specific acquisitions.

         In  addition  to  the  acquisition  of  properties  for   consideration
consisting of cash and mortgage financing proceeds, the Company may acquire real
properties in exchange for the issuance of the Company's equity securities.  The
Company may also  finance  acquisitions  of other  companies  in the future with
borrowings from institutional  lenders and/or the public or private offerings of
debt or equity securities.

BUSINESS TRENDS
---------------

         Total revenues for the first nine months of 1999 were $43.2 million,  a
decrease of  approximately  $200,000,  or less than 1% from the comparable  1998
period  principally  due to a decline in revenues from the Company's  engineered
products segment, which was offset by increased revenues from the Company's real
estate  operations of $1.2 million.  Income from continuing  operations for this
period was $9.1  million or $1.80 per basic share  versus $7.8  million or $1.49
per basic share during the same period in 1998.



                                 Page 18 of 21
<PAGE>

         The  results  of the  Company's  real  estate  operations  reflect a 6%
increase  in  revenues  for the  first  nine  months of 1999,  primarily  due to
revenues generated from properties acquired in 1998.  Operating profit from real
estate  operations for this period was consistent  with the  corresponding  1998
period.  Increased  rental  revenues of $1.2  million were offset by higher real
estate operating  expenses resulting from 1998 expenses having been reduced by a
non-recurring  real estate tax abatement of approximately  $1.0 million,  and an
increase in expenses  incurred for the  maintenance  of  properties  acquired in
1998.

         Revenues  for nine  month  period  ended  September  30,  1999 from the
engineered  products segment decreased 6% from the prior year principally due to
continuing  price  competition  and weakened demand for certain of the Company's
products.  Income from operations of this segment decreased  approximately  $1.1
million  for the  nine  months  ended  September  30,  1999 as  compared  to the
corresponding  prior year period,  primarily  due to the  reduction in sales and
amounts  invested  to  expand  the  Company's   product  offerings  and  improve
competitiveness. Management remains committed to growing these businesses and is
aggressively  pursuing  new  sales  opportunities,  including  new  geographical
markets  for  its  existing   products  and  new   applications   for  its  core
technologies.

YEAR 2000 CONVERSION
--------------------

         The Company currently  believes that its essential  processes,  systems
and business functions will be ready for the millennium transition and is taking
the necessary steps to accomplish this objective. The Company has undertaken the
implementation in its manufacturing  operations of a fully integrated Enterprise
Resource  Planning  (ERP)  software  package.   Although  the  ERP  package  was
implemented  for purposes other than  remediating  the Year 2000 issue,  the ERP
package is certified  as Year 2000  compliant.  As part of this  implementation,
which was  completed in December  1998,  the Company also  believes  that it has
identified and addressed all its related Year 2000 hardware issues.  The Company
believes that the costs, if any,  directly  associated with Year 2000 compliance
will not be material to its financial  condition or results of operations.  Year
2000  issues  are not  significant  to the  Company's  real  estate  operations.
Substantially  all third parties  (banks,  suppliers,  customers)  for which the
Company has a business relationship are among the largest and most sophisticated
companies in the country and the Company is  providing  the data  necessary  for
these companies to evaluate their Year 2000 issues.

         The Company  believes that it has taken  reasonable  steps in preparing
for the Year 2000 issue,  but cannot  ensure that all of its Year 2000 issues or
those  of  its   significant   third  parties  will  be  resolved  or  addressed
satisfactorily  before the Year 2000 commences.  Any resulting  disruption could
materially and adversely affect the Company's  results of operations,  liquidity
and financial  condition.  Due to the general  uncertainty  inherent in the Year
2000 problem,  resulting in part from the uncertainty of the Year 2000 readiness
of third  parties,  the Company is unable to  determine at this time whether the
consequences of failing to adequately address all Year 2000 concerns will have a
material impact on the Company's  results of operations,  liquidity or financial
position. The Company is not in a position to assess or evaluate the impact of a
worst case scenario.



                                 Page 19 of 21
<PAGE>

FORWARD-LOOKING STATEMENTS
--------------------------

         This Form 10-Q contains certain  forward-looking  statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors  created  thereby.  All  forward-looking  statements
involve risks and uncertainty,  including without  limitation,  general economic
conditions,  interest  rates,  competition,  potential  technology  changes  and
potential changes in customer  spending and purchasing  policies and procedures.
Although   the   Company   believes   that  the   assumptions   underlying   the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements  included  in this Form  10-Q will  prove to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be regarded as a  representation  by the Company or any other  person
that the objectives and plans of the Company will be achieved.

PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

ROSATELLI VS. UNItED CAPITAL CORP.
----------------------------------

         In August 1996, Dennis Rosatelli,  the Company's former Chief Financial
Officer  commenced  an action in  Superior  Court of New Jersey,  Law  Division,
Bergen County ("Superior Court"), seeking, among other things, payment under his
employment contract,  and indemnification for claims against him by the Internal
Revenue Service and other matters in connection with his tenure.  In March 1997,
Mr. Rosatelli amended his complaint to include Bank of America  Illinois,  Metex
Corporation,  Kentile Inc.,  A.F.  Petrocelli and another  officer of Kentile as
additional defendants.  The Company believes that as a result of Mr. Rosatelli's
gross  negligence,  recklessness  and/or  willful  disregard  of his  duties and
responsibilities,  Mr. Rosatelli is not entitled to the recoveries he seeks. Mr.
Rosatelli's employment was terminated by the Company in May, 1996 for cause. The
matter was removed to United States  District  Court,  District of New Jersey in
October 1996. In March 1998 the U.S.  District  Court  dismissed  certain of Mr.
Rosatelli's  claims and  remanded  the  remainder of the action back to Superior
Court.  In May 1998, Mr.  Rosatelli  amended his complaint to include  Kentile's
assignee for the benefit of creditors as an  additional  defendant and to remove
the officer of Kentile  previously  named as a defendant  from this action.  The
material  allegations  of the complaint  were  unchanged.  The Company  asserted
counterclaims against Mr. Rosatelli for, among other things, breach of fiduciary
duty and set off of the amounts by which he has damaged the Company  against his
claims under his employment contract. While management continues to believe that
the allegations  are false and without merit, as a result of escalating  defense
costs and the  uncertainty  present in any litigation  the Company  settled such
litigation in September 1999. The costs of such  litigation,  including  amounts
paid in settlement,  were not material to the Company's  consolidated results of
operations  or  financial  position  and had  been  previously  recorded  by the
Company.



                                 Page 20 of 21
<PAGE>



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

       (a)  Exhibit 27.  Financial Data Schedule
       (b)  Reports on Form 8-K.  None.




                                   SIGNATURES

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

                                 UNITED CAPITAL CORP.

Dated:  November 10, 1999        By: /s/ Anthony J. Miceli
                                     ---------------------------------------
                                     Anthony J. Miceli
                                     Vice President, Chief Financial Officer
                                     and Secretary of the Company


                                 Page 21 of 21