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                  March 31, 2000
                               -------------------------------------------------

                                       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 4,730,915 shares outstanding
                              as of May 10, 2000.

                                    1 of 15
<PAGE>
                      UNITED CAPITAL CORP. AND SUBSIDIARIES

                                      INDEX


                          PART I FINANCIAL INFORMATION
                                                                            PAGE
                                                                            ----



ITEM 1.      FINANCIAL STATEMENTS

             Consolidated Balance Sheets as
             of March 31, 2000 and December 31, 1999                         3

             Consolidated Statements of Income for
             the Three Months Ended March 31, 2000 and 1999                  4

             Consolidated Statements of Cash Flows for
             the Three Months Ended March 31, 2000 and 1999              5 - 6

             Notes to Consolidated Financial Statements                 7 - 10

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS             10 - 15



                            PART II OTHER INFORMATION


ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K                               15

SIGNATURES                                                                  15

                                    2 of 15
<PAGE>

                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      -------------------------------------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
             AS OF MARCH 31, 2000 (UNAUDITED) AND DECEMBER 31, 1999
             ------------------------------------------------------
                                 (In Thousands)
                                 --------------

                                                                2000      1999
                                                               ------    -------
Assets

Current assets:
     Cash and cash equivalents                               $ 10,977   $ 13,575
     Marketable securities                                     29,418     27,296
     Notes and accounts receivable, net                        10,548      5,626
     Inventories                                                4,001      4,207
     Prepaid expenses and other current assets                    456        254
     Deferred income taxes                                         72          0
                                                             --------   --------
         Total current assets                                  55,472     50,958
                                                             --------   --------
Property, plant and equipment, net                              4,911      5,077
Real property held for rental, net                             64,195     66,939
Noncurrent notes receivable                                       262        270
Other assets                                                   11,075     10,488
                                                             --------   --------
         Total assets                                        $135,915   $133,732
                                                             ========   ========

Liabilities and Stockholders' Equity

Current liabilities:
     Current maturities of long-term debt                    $  5,888   $  5,990
     Borrowings under credit facilities                           700        700
     Accounts payable and accrued liabilities                   9,031      9,835
     Income taxes payable                                       7,160      5,000
     Deferred income taxes                                          0      1,019
                                                             --------   --------
         Total current liabilities                             22,779     22,544
                                                             --------   --------
Borrowings under credit facilities                              1,050      1,225
Long-term debt                                                 25,912     27,316
Other long-term liabilities                                    24,609     22,917
Deferred income taxes                                             768        674
                                                             --------   --------
         Total liabilities                                     75,118     74,676
                                                             --------   --------
Commitments and contingencies

Stockholders' equity:
     Common stock                                                 474        474
     Retained earnings                                         58,352     54,671
     Accumulated other comprehensive income, net of tax         1,971      3,911
                                                             --------   --------
         Total stockholders' equity                            60,797     59,056
                                                             --------   --------
         Total liabilities and stockholders' equity          $135,915   $133,732
                                                             ========   ========

          The accompanying Notes to Consolidated Financial Statements
                 are an integral part of these balance sheets.

                                  Page 3 of 15

<PAGE>
                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      -------------------------------------
                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
               --------------------------------------------------
                                   (UNAUDITED)
                                   -----------
                      (In Thousands, Except Per Share Data)
                      -------------------------------------


                                                             2000        1999
                                                           --------    --------

Revenues:
     Net sales                                             $  8,197    $  7,653
     Rental revenues from real estate operations              6,901       6,522
                                                           --------    --------

              Total revenues                                 15,098      14,175
                                                           --------    --------

Costs and expenses:
     Cost of sales                                            6,007       5,660
     Real estate operations:
         Mortgage interest expense                              595         603
         Depreciation expense                                 1,298       1,367
         Other operating expenses                             1,720       2,008
     General and administrative expenses                      1,356       1,538
     Selling expenses                                           973         991
                                                           --------    --------

              Total costs and expenses                       11,949      12,167
                                                           --------    --------

   Operating income                                           3,149       2,008
                                                           --------    --------

Other income (expense):
     Interest income                                            584         310
     Interest expense                                          (179)       (163)
     Other income and expense, net                            2,682       4,001
                                                           --------    --------

              Total other income                              3,087       4,148
                                                           --------    --------

     Income before income taxes                               6,236       6,156

     Provision for income taxes                               2,555       2,570
                                                           --------    --------

     Net income                                            $  3,681    $  3,586
                                                           ========    ========

     Earnings per share:
         Basic                                             $    .78    $    .70
                                                           ========    ========
         Diluted                                           $    .77    $    .70
                                                           ========    ========


           The accompanying Notes to Consolidated Financial Statements
                   are an integral part of these statements.

                                  Page 4 of 15
<PAGE>
                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      -------------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
               --------------------------------------------------
                                   (UNAUDITED)
                                   -----------
                                 (In Thousands)
                                 --------------


<TABLE>
<CAPTION>
                                                                                       2000         1999
                                                                                      --------    --------

<S>                                                                                   <C>         <C>
Cash flows from operating activities:
     Net income                                                                       $  3,681    $  3,586
                                                                                      --------    --------
     Adjustments to reconcile net income
         to net cash provided by operating activities:
              Depreciation and amortization                                              1,602       1,664
              Gain on sale of real estate assets                                        (2,666)     (3,122)
              Gain on sale of available-for-sale securities                                (24)          0
              Gain from equity investments                                                (248)     (1,052)
              Changes in assets and liabilities  (A)                                    (2,311)      3,341
                                                                                      --------    --------

                   Total adjustments                                                    (3,647)        831
                                                                                      --------    --------

                   Net cash provided by operating activities                                34       4,417
                                                                                      --------    --------

Cash flows from investing activities:
     Acquisition of real estate assets                                                    (252)       (154)
     Proceeds from sale of real estate assets                                            4,365       4,553
     Purchase of available-for-sale securities                                          (5,204)          0
     Proceeds from sale of available-for-sale securities                                    74           0
     Acquisition of property, plant and equipment                                         (119)       (479)
     Investments in and advances to affiliates                                             185         185
     Proceeds from sale of equity investments                                                0       1,300
                                                                                      --------    --------

                   Net cash (used in) provided by investing activities                    (951)      5,405
                                                                                      --------    --------

Cash flows from financing activities:
     Principal payments on mortgage commitments, notes
         and loans                                                                      (1,506)     (1,657)
     Proceeds from mortgage commitments, notes and loans                                     0       3,100
     Net repayments under credit facilities                                               (175)       (350)
     Purchase and retirement of common shares                                                0      (2,298)
                                                                                      --------    --------

                   Net cash used in financing activities                                (1,681)     (1,205)
                                                                                      --------    --------

Net (decrease) increase in cash and cash equivalents                                    (2,598)      8,617

Cash and cash equivalents, beginning of period                                          13,575       8,154
                                                                                      --------    --------

Cash and cash equivalents, end of period                                              $ 10,977    $ 16,771
                                                                                      ========    ========
</TABLE>


                                  Page 5 of 15
<PAGE>
                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      -------------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
         FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (CONTINUED)
         --------------------------------------------------------------
                                   (UNAUDITED)
                                   -----------



              (A)Changes in assets and  liabilities  for the three  months ended
                 March 31, 2000 and 1999 are as follows:


                                                             2000       1999
                                                           -------    -------

               Notes and accounts receivable, net          ($4,922)   $   564
               Inventories                                     206       (151)
               Prepaid expenses and other current assets      (202)      (106)
               Deferred income taxes                            95        170
               Noncurrent notes receivable                       8          4
               Other assets                                   (544)     2,333
               Accounts payable and accrued liabilities       (804)      (122)
               Income taxes payable                          2,160        649
               Other long-term liabilities                   1,692          0
                                                           -------    -------

                   Total                                   ($2,311)   $ 3,341
                                                           =======    =======


  The accompanying Notes to Consolidated Financial Statements are an integral
                           part of these statements.

                                  Page 6 of 15
<PAGE>

                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      -------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                 (In Thousands, Except Share And Per Share Data)
                 -----------------------------------------------
                                   (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, 1999.

                  All adjustments  necessary for a fair statement of the results
for the interim periods presented 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 $29,418 and $27,296 at March 31, 2000
and December 31, 1999, respectively,  while accumulated unrealized holding gains
were  $1,971  and  $3,911  on a  net  of  tax  basis,  respectively.  Marketable
securities consist of the following:

                                          March 31, 2000      December 31, 1999
                                          --------------      -----------------

Available-For-Sale Securities:
Corporate equities                            $23,845              $21,685
Corporate debts                                 5,573                5,611
                                              -------              -------
                                              $29,418              $27,296
                                              =======              =======

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

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

                  The components of inventory are as follows:

                                             March 31, 2000    December 31, 1999
                                             --------------    -----------------

                        Raw materials           $2,234             $2,369
                        Work in process            495                334
                        Finished goods           1,272              1,504
                                                ------             ------
                                                $4,001             $4,207
                                                ======             ======

                                  Page 7 of 15
<PAGE>

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

                  The Company has  undertaken  the  completion of  environmental
studies and/or remedial action at Metex' two New Jersey facilities.  The Company
has  recorded a  liability  in the  Consolidated  Financial  Statements  for the
estimated potential remediation costs at these facilities.

                  The process of remediation has begun at one facility  pursuant
to a plan filed  with the New  Jersey  Department  of  Environmental  Protection
("NJDEP").  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 including the cost of capital equipment,
and $86 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 in initial costs,  including capital  equipment  expenditures,
and $258 in annual operating and maintenance costs over a 10 year period.  These
estimated costs of future expenses for environmental remediation obligations are
not discounted to their present value.  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
NJDEP 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  believed  that it was  entitled to full
defense and  indemnification  with respect to  environmental  investigation  and
remediation costs under its insurance  policies,  the Company's  insurers denied
such  coverage.  Accordingly,  the  Company  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.
Settlements have been reached with all carriers in this matter.

                  In the  opinion  of  management,  amounts  recovered  from its
insurance  carriers  should be  sufficient  to address these matters and amounts
needed  in  excess,  if any,  will be paid  gradually  over a period  of  years.
Accordingly,  they 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.
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.

                                  Page 8 of 15
<PAGE>

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

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

                                                    Three Months Ended March 31,
                                                    ----------------------------

                                                          2000            1999
                                                         ------         -------

Numerator:
     Net income                                          $3,681          $3,586
                                                         ------          ------
Denominator:
     Denominator for basic earnings per
           share--weighted-average shares                 4,736           5,096
Effect of dilutive securities:
     Employee stock options                                  38              44
                                                         ------          ------
     Denominator for diluted earnings per
           share--adjusted weighted-average shares
           and assumed conversions                        4,774           5,140
                                                         ------          ------

Basic earnings per share                                 $  .78          $  .70
                                                         ======          ======

Diluted earnings per share                               $  .77          $  .70
                                                         ======          ======

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

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

                                                    Three Months Ended March 31,
                                                    ----------------------------

                                                           2000       1999
                                                          -------    -------

Net income                                                $ 3,681    $ 3,586

Other comprehensive income, net of tax:
  Change in net unrealized gain on
     available-for-sale securities, net of tax
         benefits of $1,091 and $411, respectively         (1,940)      (797)
                                                          -------    -------
Comprehensive income                                      $ 1,741    $ 2,789
                                                          =======    =======


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 9 of 15


<PAGE>

                  Operating  results of the Company's  business  segments are as
follows:


                                                   Three Months Ended March 31,
                                                   ----------------------------

                                                        2000        1999
                                                     ----------   ----------
Net revenues and sales:
    Real estate investment and management             $  6,901     $  6,522
    Engineered products                                  8,197        7,653
                                                      --------     --------

                                                      $ 15,098     $ 14,175
                                                      ========     ========

Operating income:
    Real estate investment and management             $  3,288     $  2,544
    Engineered products                                    443          287
                                                      --------     --------

                                                         3,731        2,831

General corporate expenses                                (582)        (823)
Other income, net                                        3,087        4,148
                                                      --------     --------

                      Income before income taxes      $  6,236     $  6,156
                                                      ========     ========

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 MONTHS ENDED MARCH 31, 2000 AND 1999
------------------------------------------

                  Revenues  for the three month period ended March 31, 2000 were
$15.1 million,  an increase of $923,000 or 6.5% from  comparable  1999 revenues.
Operating  income  during  this  period  was $3.1  million  versus  $2.0 for the
comparable  period in 1999, a 56.8%  increase.  Net income for the first quarter
was $3.7 million or $.78 per basic share  compared to net income of $3.6 million
or $.70 per basic share for the same period in 1999.  This  represents  an 11.4%
increase in earnings per basic share.


                                 Page 10 of 15
<PAGE>

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

                  Rental  revenues  from real  estate  operations  increased  by
$379,000 or 5.8% for the three months ended March 31, 2000  compared to the same
period in 1999. This increase is primarily  attributable to increased percentage
rent revenues,  additional  rents  associated with new leases and the renewal of
existing leases at higher rents.

                  Mortgage  interest expense decreased 1.3% for the three months
ended  March  31,  2000,  compared  to the  corresponding  1999  period,  due to
continuing mortgage amortization which approximated $4.2 million during the last
12 months.

                  Depreciation   expense   associated  with  rental   properties
decreased $69,000 for the three months ended March 31, 2000 compared to the same
period in 1999. This decrease is primarily due to reduced  depreciation  expense
associated with properties sold in 2000 and 1999.

                  Operating  expenses  associated  with the  management  of real
properties decreased $288,000 for the three months ended March 31, 2000 compared
to the corresponding  period in 1999,  principally due to increased  expenses in
1999 associated with the maintenance of properties acquired in 1998.

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

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

(In Thousands)                                    Three Months Ended March 31,
--------------                                    ----------------------------

                                                   2000              1999
                                                  -------            ------

Net Sales                                         $ 8,197            $7,653
                                                  =======            ======

Cost of Sales                                     $ 6,007            $5,660
                                                  =======            ======

Selling, General and Administrative Expenses      $ 1,747            $1,706
                                                  =======            ======

Income from Operations                            $   443            $  287
                                                  =======            ======


                  Net  sales  of  the  engineered   products  segment  increased
$544,000 or 7.1% for the three month period ended March 31, 2000 compared to the
same period in 1999.  This  increase is primarily  the result of higher sales in
the  engineered  products,  European and domestic  automotive  markets at Metex'
Technical Products Division and higher sales generated by AFP Transformers.

                  Cost of sales as a percentage of sales was virtually unchanged
for the three months ended March 31, 2000 compared to the  corresponding  period
in 1999.

                  Selling, general and administrative expenses of the engineered
products segment  increased  $41,000 or 2.4% during the three months ended March
31, 2000 versus the  comparable  1999 period.  This increase is primarily due to
additional selling costs associated with the higher sales volume noted above.

                                 Page 11 of 15
<PAGE>

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

                  General and  administrative  expenses not associated  with the
manufacturing  operations decreased by $241,000 for the three month period ended
March 31, 2000,  versus the same period in 1999,  principally due to a reduction
in professional fees.

OTHER INCOME AND EXPENSE, NET
-----------------------------

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

<TABLE>
<CAPTION>

                   (In Thousands)                                   Three Months Ended March 31,
                   --------------                                   ----------------------------

                                                                        2000            1999
                                                                     ----------       --------

<S>                                                                     <C>            <C>
                   Gain on sale of real estate assets                   $2,666         $3,122

                   Gain from equity investments                              0            838

                   Gain on sale of available-for-sale securities            24              0

                   Other                                                   (8)             41
                                                                     ----------       --------

                                                                        $2,682         $4,001
                                                                     ==========       ========
</TABLE>


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

                  At  March  31,  2000,   the  Company's   cash  and  marketable
securities  were $40.4  million and  working  capital  was  approximately  $32.7
million.  Management  continues to believe the real estate  market is overvalued
and accordingly recent acquisitions have been limited to those select properties
that meet the Company's  stringent financial  requirements.  Management believes
the available  working  capital along with the $60.0 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 and the sale of select assets,  all  obligations
will be satisfied as they come due.

                  The Company's portfolio of available-for-sale securities had a
fair market value of approximately  $29.4 million at March 31, 2000,  reflecting
pretax  unrealized  holding gains of  approximately  $3.0  million.  Included in
marketable  securities  at March 31, 2000 was $9.1  million of common stock in a
publicly traded company which  represents  approximately  2.6% of such company's
outstanding shares. The Company's Chairman of the Board, Chief Executive Officer
and President is Chairman,  President and a director of this company and another
Director of the Company is a director of this  company.  Subsequent to March 31,
2000,  the Company  purchased an additional  1,245,000  shares of this company's
common stock.

                                 Pagd 12 of 15
<PAGE>

                  Effective December 31, 1999, the Company entered into a credit
agreement  with three banks which  provides for both a $60.0  million  revolving
credit facility ("Revolver") and a $1.9 million term loan ("Term Loan"). Each of
the  three  banks  participates  in the  Revolver  while  only one of the  banks
participates in the Term Loan.

                  Under  the  Revolver,   the  Company  will  be  provided  with
eligibility  based  upon the sum of (i) 60.0% of the  aggregate  annualized  and
normalized   year-to-date   net  operating   income  of  unencumbered   eligible
properties, as defined, capitalized at 10.5%, (ii) the lesser of $6.0 million or
60.0% of the aggregate  annualized  and  normalized  year-to-date  net operating
income of unencumbered  eligible hotel  properties,  as defined,  capitalized at
10.5% (iii) the lesser of $10.0 million or 50.0% of the aggregate annualized and
normalized  year-to-date net operating income of encumbered eligible properties,
as defined, capitalized at 12.0% and (iv) the lesser of $10.0 million or the sum
of 75.0% of eligible  accounts  receivable and 50.0% of eligible  inventory,  as
defined.  At March 31, 2000,  eligibility  under the Revolver was $60.0 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 March 31,  2000.  The credit
agreement also contains provisions,  which allow the banks to perfect a security
interest in certain operating and real estate assets in the event of 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 2.0%. The Revolver expires on December 31,
2002. At March 31, 2000, there were no amounts outstanding under the Revolver.

                  The Term Loan bears  interest at 90 day LIBOR plus 1.4% and is
payable in quarterly principal installments of $175,000,  with the final payment
due on September  30,  2002.  At March 31, 2000,  there was  approximately  $1.8
million outstanding on the Term Loan.

                  The Company has an  interest-rate  swap agreement (the "Swap")
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,
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 Swap is recognized  over the term of
the agreement as an adjustment to interest  expense.  The fair value of the Swap
is not recognized in the financial statements.

                  The Company has  undertaken  the  completion of  environmental
studies and/or remedial action at Metex' two New Jersey facilities and had filed
an action against certain insurance  carriers seeking recovery of costs incurred
and to be incurred in these  matters.  Settlements  have been  reached  with all
carriers in this matter.  See Notes to  Consolidated  Financial  Statements  for
further discussion on this matter.

                  In  October   1999,   the   Company   purchased   and  retired
approximately  278,000 shares in connection with its "Dutch Auction" self-tender
offer. As a result of this repurchase the Company's  additional  paid-in capital
was  reduced  to  zero  and the  Company's  retained  earnings  was  reduced  by
approximately  $4.1 million.  Future  repurchases of the Company's  common stock
will also reduce retained earnings by amounts in excess of the par value.

                  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 borrowings  under the Revolver.  The primary source of capital to
fund  additional  real estate  acquisitions  and to make  additional  high-yield

                                 Page 13 of 15
<PAGE>

mortgage loans will come from existing funds, borrowings under the Revolver, 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.

                  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,   certificates  of  deposit,
government securities and other financial instruments.

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

                  Total revenues of the Company were $15.1 million for the first
quarter of 2000, an increase of $923,000 or 6.5% from the comparable 1999 period
principally  due to an increase in rental  revenues of $379,000 from real estate
operations  and a $544,000  increase in net sales from the  engineered  products
segment.  Net income during this period was $3.7 million or $.78 per basic share
as compared  to net income of $3.6  million or $.70 per basic share for the same
period in 1999.

                  The results of the Company's real estate operations  reflect a
5.8%  increase in revenues for the first three months of 2000,  primarily due to
revenues  generated from increased  percentage rent revenues,  additional  rents
associated  with new leases and the renewal of existing  leases at higher rents.
Operating income from this segment increased $744,000 over the prior year period
principally  due to the  increase  in  rental  revenues  discussed  above  and a
reduction  in  real  estate  operating  expenses.   Lower  depreciation  expense
associated  with  properties  sold in 1999 also  contributed  favorably  to this
segment's operating results.

                  Operating   profit  from  the  engineered   products   segment
increased  $156,000 or 54.4% compared to the corresponding 1999 period primarily
due to a 7.1%  increase in net sales.  This  increase is the result of increased
sales in the  domestic  and  European  automotive  markets  at Metex'  Technical
Products  Division  as well  as  higher  sales  generated  by AFP  Transformers.
Management  remains  committed to growing these  businesses and has continued to
aggressively pursue new sales opportunities,  including new geographical markets
for its existing products and new applications for its core technologies.

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  uncertainties,  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

                                 Page 14 of 15

<PAGE>

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 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:  May 10, 2000               By: /s/Anthony J. Miceli
                                       ------------------------------
                                       Anthony J. Miceli
                                       Vice President, Chief Financial Officer
                                       and Secretary of the Company

                                 Page 15 of 15