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, 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
incorporation or organization)                     Identification No.)


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 November 10, 2000.

                                  Page 1 of 18

<PAGE>

                      UNITED CAPITAL CORP. AND SUBSIDIARIES

                                      INDEX

                          PART I FINANCIAL INFORMATION
                                                                            PAGE
                                                                            ----



ITEM 1.       FINANCIAL STATEMENTS

              Consolidated Balance Sheets as
              of September 30, 2000 and December 31, 1999                     3

              Consolidated Statements of Income for the
              Three Months Ended September 30, 2000 and 1999                  4

              Consolidated Statements of Income for the
              Nine Months Ended September 30, 2000 and 1999                   5

              Consolidated Statements of Cash Flows for the
              Nine Months Ended September 30, 2000 and 1999               6 - 7

              Notes to Consolidated Financial Statements                 8 - 13

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS             13 - 18


                            PART II OTHER INFORMATION


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K                               18

SIGNATURES                                                                   18


                                  Page 2 of 18

<PAGE>

                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
           AS OF SEPTEMBER 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999
                                 (In Thousands)

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

Current assets:
     Cash and cash equivalents                            $ 15,813   $ 13,575
     Marketable securities                                  38,816     27,296
     Notes and accounts receivable, net                      9,729      5,626
     Inventories                                             4,986      4,207
     Prepaid expenses and other current assets                 434        254
                                                          --------   --------
         Total current assets                               69,778     50,958
                                                          --------   --------

Property, plant and equipment, net                           4,678      5,077
Real property held for rental, net                          58,359     66,939
Noncurrent notes receivable                                    247        270
Other assets                                                11,151     10,488
                                                          --------   --------
         Total assets                                     $144,213   $133,732
                                                          ========   ========
Liabilities and Stockholders' Equity

Current liabilities:
     Current maturities of long-term debt                 $  5,633   $  5,990
     Borrowings under credit facilities                        700        700
     Accounts payable and accrued liabilities                9,929      9,835
     Income taxes payable                                    6,562      5,000
     Deferred income taxes                                     232      1,019
                                                          --------   --------
         Total current liabilities                          23,056     22,544
                                                          --------   --------

Borrowings under credit facilities                             700      1,225
Long-term debt                                              23,046     27,316
Other long-term liabilities                                 26,893     22,917
Deferred income taxes                                          941        674
                                                          --------   --------
         Total liabilities                                  74,636     74,676
                                                          --------   --------

Commitments and contingencies

Stockholders' equity:
     Common stock                                              473        474
     Retained earnings                                      66,785     54,671
     Accumulated other comprehensive income, net of tax      2,319      3,911
                                                          --------   --------
         Total stockholders' equity                         69,577     59,056
                                                          --------   --------
         Total liabilities and stockholders' equity       $144,213   $133,732
                                                          ========   ========


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

                                  Page 3 of 18


<PAGE>

                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)
                      (In Thousands, Except Per Share Data)


                                                              2000       1999
                                                            -------    --------
Revenues:
     Net sales                                             $  8,354    $  7,458
     Rental revenues from real estate operations              7,235       6,881
                                                           --------    --------
                 Total revenues                              15,589      14,339
                                                           --------    --------

Costs and expenses:
     Cost of sales                                            5,967       5,246
     Real estate operations:
         Mortgage interest expense                              539         644
         Depreciation expense                                 1,250       1,314
         Other operating expenses                             1,918       1,654
     General and administrative expenses                      1,443       1,419
     Selling expenses                                           981         966
                                                           --------    --------
                 Total costs and expenses                    12,098      11,243
                                                           --------    --------
     Operating income                                         3,491       3,096
                                                           --------    --------

Other income (expense):
     Interest and dividend income                               508         625
     Interest expense                                          (130)       (146)
     Other income and expense, net                            3,813       1,466
                                                           --------    --------
                 Total other income                           4,191       1,945
                                                           --------    --------

     Income before income taxes                               7,682       5,041

     Provision for income taxes                               3,010       2,125
                                                           --------    --------
     Net income                                            $  4,672    $  2,916
                                                           ========    ========
     Earnings per share:
         Basic                                             $    .99    $    .58
                                                           ========    ========
         Diluted                                           $    .97    $    .58
                                                           ========    ========


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

                                  Page 4 of 18

<PAGE>

                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)
                      (In Thousands, Except Per Share Data)


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

Revenues:
     Net sales                                             $ 25,642    $ 23,023
     Rental revenues from real estate operations             21,115      20,204
                                                           --------    --------
                 Total revenues                              46,757      43,227
                                                           --------    --------

Costs and expenses:
     Cost of sales                                           18,453      16,384
     Real estate operations:
         Mortgage interest expense                            1,701       2,000
         Depreciation expense                                 3,805       4,061
         Other operating expenses                             5,267       5,315
     General and administrative expenses                      4,161       4,395
     Selling expenses                                         3,006       2,950
                                                           --------    --------
                 Total costs and expenses                    36,393      35,105
                                                           --------    --------

     Operating income                                        10,364       8,122
                                                           --------    --------
Other income (expense):
     Interest and dividend income                             1,676       1,390
     Interest expense                                          (443)       (474)
     Other income and expense, net                            8,977       6,650
                                                           --------    --------
                 Total other income                          10,210       7,566
                                                           --------    --------

     Income before income taxes                              20,574      15,688

     Provision for income taxes                               8,400       6,610
                                                           --------    --------
     Net income                                            $ 12,174    $  9,078
                                                           ========    ========

     Earnings per share:
         Basic                                             $   2.57    $   1.80
                                                           ========    ========
         Diluted                                           $   2.56    $   1.79
                                                           ========    ========


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

                                  Page 5 of 18

<PAGE>

                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)
                                 (In Thousands)

<TABLE>
<CAPTION>

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

<S>                                                                                   <C>         <C>
Cash flows from operating activities:
     Net income                                                                       $ 12,174    $  9,078
                                                                                      --------    --------
     Adjustments to  reconcile  net income
      to net cash  provided  by  operating activities:
              Depreciation and amortization                                              4,819       4,937
              Gain on sale of real estate assets                                        (4,451)     (5,296)
              Gain on sale of available-for-sale securities                             (4,513)          0
              Gain from equity investments                                                (744)     (1,479)
              Purchase of trading securities                                                 0        (700)
              Proceeds from sale of trading securities                                       0         844
              Gain on sale of trading securities                                             0        (144)
              Changes in assets and liabilities  (A)                                     1,426       9,373
                                                                                      --------    --------

                       Total adjustments                                                (3,463)      7,535
                                                                                      --------    --------

                       Net cash provided by operating activities                         8,711      16,613
                                                                                      --------    --------

Cash flows from investing activities:
     Acquisition of real estate assets                                                    (690)       (510)
     Proceeds from sale of real estate assets                                            8,957       7,244
     Purchase of available-for-sale securities                                         (24,170)     (5,505)
     Proceeds from sale of available-for-sale securities                                14,712           0
     Acquisition of property, plant and equipment                                         (607)     (1,154)
     Investments in and advances to affiliates                                             537         585
     Proceeds from sale of equity investments                                                0       1,300
                                                                                      --------    --------

                       Net cash (used in) provided by investing activities              (1,261)      1,960
                                                                                      --------    --------

Cash flows from financing activities:
     Principal payments on mortgage commitments, notes
         and loans                                                                      (4,627)     (4,578)
     Proceeds from mortgage commitments, notes and loans                                     0       6,560
     Net repayments under credit facilities                                               (525)     (1,050)
     Purchase and retirement of common shares                                              (60)     (2,943)
     Proceeds from the exercise of stock options                                             0         142
                                                                                      --------    --------

                       Net cash used in financing activities                            (5,212)     (1,869)
                                                                                      --------    --------

Net increase in cash and cash equivalents                                                2,238      16,704

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

Cash and cash equivalents, end of period                                              $ 15,813    $ 24,858
                                                                                      ========    ========
</TABLE>


                                  Page 6 of 18


<PAGE>

                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (CONTINUED)
                                   (UNAUDITED)
                                 (In Thousands)


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,
     2000 and 1999 are as follows:


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

        Notes and accounts receivable, net               ($4,103)     $1,561
        Inventories                                         (779)        340
        Prepaid expenses and other current assets           (180)       (183)
        Deferred income taxes                                338       1,464
        Noncurrent notes receivable                           22          12
        Other assets                                        (517)      2,791
        Accounts payable and accrued liabilities              94      (1,322)
        Income taxes payable                               1,562       2,554
        Other long-term liabilities                        4,989       2,156
                                                        --------     -------

                      Total                               $1,426      $9,373
                                                        ========     =======


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


                                  Page 7 of 18

<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 $38,816 and $27,296 at September 30, 2000
and December 31, 1999, respectively,  while accumulated unrealized holding gains
were  $2,319  and  $3,911  on a  net  of  tax  basis,  respectively.  Marketable
securities consist of the following:

                                       September 30, 2000     December 31, 1999
                                       ------------------     -----------------

Available-for-sale securities:
Corporate equities                         $38,816                  $21,685
Corporate debts                                  0                    5,611
                                           -------                  -------
                                           $38,816                  $27,296
                                           =======                  =======



                                  Page 8 of 18

<PAGE>

Proceeds received from the sale of available-for-sale and trading securities and
the resulting gross realized gains included in the  determination  of net income
are as follows:
<TABLE>
<CAPTION>


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

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

<S>                                        <C>                 <C>           <C>               <C>
Available-for-sale securities:

       Proceeds                            $7,013              $0            $14,712           $0
                                       =============      ==========     ============       ========

       Realized gains                      $2,870              $0             $4,513           $0
                                       =============      ==========     ============       ========

Trading securities:

       Proceeds                                $0            $844                 $0         $844
                                       =============      ==========     ============       ========

       Realized gains                          $0            $144                 $0         $144
                                       =============      ==========     ============       ========
</TABLE>

INVENTORIES

         The components of inventory are as follows:

                                     September 30, 2000   December 31, 1999
                                     ------------------   -----------------

              Raw materials               $2,816             $2,369
              Work in process                471                334
              Finished goods               1,699              1,504
                                        --------            -------
                                          $4,986             $4,207
                                        ========            =======

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.

                                  Page 9 of 18

<PAGE>

         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  full 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,  the
environmental  remediation  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.

         In 1998, the Company acquired a property subject to certain  contingent
liabilities  which were estimated and  capitalized  at the time of  acquisition.
During 2000, these liabilities were resolved for approximately $1.0 million less
than originally estimated.  As a result, real property held for rental and other
long-term liabilities were reduced accordingly.

         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 10 of 18

<PAGE>


EARNINGS PER SHARE

         The  following  table sets forth the  computation  of basic and diluted
earnings per share:
<TABLE>
<CAPTION>

                                                             Three Months         Nine Months
(Share Data in Thousands)                                 Ended September 30,  Ended September 30,
                                                          -------------------  -------------------

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

<S>                                                       <C>      <C>       <C>       <C>
Numerator:
     Net income                                           $4,672   $ 2,916   $12,174   $ 9,078
                                                          ======   =======   =======   =======
Denominator:
     Denominator for basic earnings per
         share--weighted-average shares                    4,731     5,014     4,733     5,040
Effect of dilutive securities:
     Employee stock options                                   64        49        22        33
                                                          ------   -------   ------   --------
     Denominator for diluted earnings per
         share--adjusted weighted-average shares
         and assumed conversions                           4,795     5,063     4,755     5,073
                                                          ======   =======   =======   =======

Basic earnings per share                                  $  .99   $   .58   $  2.57   $  1.80
                                                          ======   =======   =======   =======

Diluted earnings per share                                $  .97   $   .58   $  2.56   $  1.79
                                                          ======   =======   =======   =======
</TABLE>

COMPREHENSIVE INCOME

         The Company's  comprehensive  income consists of net income and changes
in net unrealized gain from investments in  available-for-sale  securities.  The
components of comprehensive income are as follows:
<TABLE>
<CAPTION>

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

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

<S>                                                 <C>        <C>        <C>          <C>
Net income                                          $4,672     $2,916     $12,174      $9,078

Other comprehensive income, net of tax:
     Change in net unrealized gain on
     available-for-sale securities                  (3,830)    (2,616)    (4,525)      (1,841)

Reclassification adjustment for realized gains
     included in net income                          1,865         94      2,933           94
                                                   -------     ------    -------       ------

Comprehensive income                                $2,707       $394    $10,582       $7,331
                                                   =======     ======    =======       ======
</TABLE>



                                  Page 11 of 18

<PAGE>


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.

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

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

                                                                2000       1999        2000       1999
                                                             --------    --------    ------       ----
Net revenues and sales:
<S>                                                          <C>         <C>         <C>         <C>
     Real estate investment and management                   $  7,235    $  6,881    $ 21,115    $ 20,204
     Engineered products                                        8,354       7,458      25,642      23,023
                                                             --------    --------    --------    --------

                                                             $ 15,589    $ 14,339    $ 46,757    $ 43,227
                                                             ========    ========    ========    ========

Operating income:
     Real estate investment and management                   $  3,528    $  3,269    $ 10,342    $  8,828
     Engineered products                                          581         487       1,855       1,459
                                                             --------    --------    --------    --------
                                                                4,109       3,756      12,197      10,287

     General corporate expenses                                  (618)       (660)     (1,833)     (2,165)
     Other income, net                                          4,191       1,945      10,210       7,566
                                                             --------    --------    --------    --------
                Income before income taxes                   $  7,682    $  5,041    $ 20,574    $ 15,688
                                                             ========    ========    ========    ========
</TABLE>

<TABLE>
<CAPTION>

                                                September 30, 2000       December 31, 1999
                                                ------------------       -----------------
Identifiable assets:
<S>                                                 <C>                      <C>
   Real estate investment and management            $131,172                 $122,112
   Engineered products                                13,041                   11,620
                                                ------------------       -----------------
                                                    $144,213                 $133,732
                                                ==================       =================
</TABLE>

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.


                                 Page 12 of 18

<PAGE>

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, 2000 AND 1999

         Revenues for the three month period ended September 30, 2000 were $15.6
million,  an increase of approximately $1.3 million or 8.7% from comparable 1999
revenues.  Operating  income  during  this period was $3.5  million  versus $3.1
million for the comparable 1999 period, an increase of $395,000 or 12.8%.  Other
income for the quarter ended  September 30, 2000  increased  approximately  $2.3
million compared to the corresponding quarter in 1999, primarily due to gains on
the sale of  marketable  securities.  Net income for the third  quarter was $4.7
million or $.99 per basic share  compared to net income of $2.9  million or $.58
per basic share for the same period in 1999,  a 70.7%  increase in earnings  per
basic share over the prior year.

         Total  revenues  for the first nine months of 2000 were $46.8  million,
resulting in operating income of $10.4 million, versus revenues of $43.2 million
and operating  income of $8.1 million  during the  comparable  1999 period.  Net
income for the nine month  period was $12.2  million or $2.57 per basic share in
2000 versus $9.1 million or $1.80 per basic share in 1999,  an increase of 42.8%
in basic earnings per share.

REAL ESTATE OPERATIONS

         Rental  revenues from real estate  operations  increased by $354,000 or
5.1% for the  three  months  and  $911,000  or 4.5% for the  nine  months  ended
September  30,  2000  compared  to the  corresponding  periods  in  1999.  These
increases result primarily from an increase in the Company's hotel revenues.

         Mortgage interest expense  decreased  $105,000 for the three months and
$299,000  for  the  nine  months  ended  September  30,  2000  compared  to  the
corresponding  1999  periods,  due to  continuing  mortgage  amortization  which
approximated $5.4 million during the last 12 months.

         Depreciation   expense  associated  with  rental  properties  decreased
$64,000 or 4.9% for the three  months ended  September  30, 2000 and $256,000 or
6.3% for the nine months ended September 30, 2000 compared to the  corresponding
periods in 1999.  These  decreases  are  primarily  due to reduced  depreciation
expense associated with properties sold in 2000 and 1999.

         Operating  expenses  associated  with the management of real properties
increased  $264,000 for the current quarter and decreased  $48,000 for the first
nine months of 2000 compared to the corresponding  periods in 1999. The increase
for the current  quarter is primarily the result of higher hotel operating costs
associated with the increase in hotel revenues.  The decrease for the nine month
period is  principally  due to increased  expenses in 1999  associated  with the
maintenance of properties acquired in 1998.

                                 Page 13 of 18

<PAGE>

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:

                                  Three Months          Nine Months
         (In Thousands)        Ended September 30,  Ended September 30,
                               -------------------  -------------------

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

Net Sales                       $8,354   $ 7,458   $25,642   $23,023
                                ======   =======   =======   =======

Cost of Sales                   $5,967   $ 5,246   $18,453   $16,384
                                ======   =======   =======   =======

Selling, General and
      Administrative Expenses   $1,806   $ 1,725   $ 5,334   $ 5,180
                                ======   =======   =======   =======

Income from Operations          $  581   $   487   $ 1,855   $ 1,459
                                ======   =======   =======   =======

         Net sales of the  engineered  products  segment  increased  $896,000 or
12.0% for the three month  period ended  September  30, 2000 and $2.6 million or
11.4% for the nine month period ended  September  30, 2000  compared to the same
periods in 1999.  These  increases  are  primarily the result of higher sales of
transformer  products  and  increased  sales  in  the  European  automotive  and
engineered products markets for knitted wire products.

         Cost of sales as a percentage of sales increased approximately 1.1% and
less  than  1.0% for the  three  and  nine  months  ended  September  30,  2000,
respectively,  compared to the corresponding periods in 1999, principally due to
the mix of products sold.

         Selling, general and administrative expenses of the engineered products
segment  increased  $81,000 or 4.7% during the current  quarter and  $154,000 or
3.0% for the first nine months of 2000 versus the comparable 1999 periods. These
increases are due to an increase in professional  expenses as well as additional
selling costs associated with the higher sales volume noted above.

GENERAL AND ADMINISTRATIVE EXPENSES

         General  and   administrative   expenses   not   associated   with  the
manufacturing  operations  decreased  by $42,000 or 6.4% and  $332,000  or 15.3%
respectively, for the three and nine months ended September 30, 2000 compared to
the same periods in 1999.  These decreases are principally due to a reduction in
professional fees.


                                 Page 14 of 18

<PAGE>


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>

                                                   Three Months         Nine Months
     (In Thousands)                             Ended September 30,  Ended September 30,
                                                -------------------  -------------------
                                                   2000     1999       2000      1999
                                                -------   -------    --------  --------

<S>                                             <C>       <C>        <C>       <C>
Gain on sale of real estate assets              $   907   $ 1,339    $ 4,451   $ 5,296

Gain from equity investments                          0         0          0       838

Gain on sale of available-for-sale securities     2,870         0      4,513         0

Gain on sale of trading securities                    0       144          0       144

Other                                                36       (17)        13       372
                                                -------   -------    -------   -------
                                                $ 3,813   $ 1,466    $ 8,977   $ 6,650
                                                =======   =======    =======   =======
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 2000,  the Company's  cash and  marketable  securities
were $54.6 million and working capital was approximately  $46.7 million.  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  $38.8 million at September 30, 2000,  reflecting
pretax  unrealized  holding gains of  approximately  $3.6  million.  Included in
marketable securities at September 30, 2000 was $25.3 million of common stock of
a publicly-traded company, which represents approximately 5.6% of such company's
outstanding  common stock. 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 also a director of this company.

                                 Page 15 of 18

<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
September 30, 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 September 30, 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  September  30,  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, maturing on September 30, 2002.
At September 30, 2000, there was approximately  $1.4 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 Swap 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  of  Common  Stock  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.  During the first nine months of 2000, the Company  purchased and retired
5,000 shares for approximately $60,000.


                                 Page 16 of 18

<PAGE>

         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 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 $46.8  million for the first nine
months of 2000,  an increase of $3.5  million or 8.2% from the  comparable  1999
period.  Operating  income  during  this  period was $10.4  million, versus $8.1
million for the  comparable  1999 period,  an increase of $2.3 million or 27.6%.
Net income for the nine months  ended  September  30, 2000 was $12.2  million or
$2.57 per basic share  compared to net income of $9.1 million or $1.80 per basic
share for the same period in 1999.

         The  results of the  Company's  real estate  operations  reflect a 4.5%
increase in revenues  for the first nine months of 2000.  Operating  income from
this  segment  increased  $1.5  million  or 17.1%  over the  prior  year  period
principally due to increased rental revenues, reduced interest expense resulting
from continued mortgage  amortization and lower depreciation  expense associated
with properties sold in 2000 and 1999.

         Operating  profit  from  the  engineered   products  segment  increased
$396,000 or 27.1% compared to the corresponding  1999 period primarily due to an
11.4%  increase in net sales.  This  increase  is the result of higher  sales of
transformer  products as well as increased sales in the European  automotive and
engineered  products  markets  for knitted  wire  products.  Management  remains
committed  to growing  these  businesses  and has  continued to pursue new sales
opportunities,  including new geographical markets for its existing products and
new applications for its core technologies.

                                 Page 17 of 18

<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 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
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.

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


                                 Page 18 of 18