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, 1995
                               --------------------------------------

                                   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 registrant as specified in its charter)


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


     111 Great Neck Road, Suite 401, Great Neck, New York        11021
------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)


                                  516-466-6464
-------------------------------------------------------------------------------
              (Registrant'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 registrant (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 registrant 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 5,606,079 shares outstanding
                            as of November 10, 1995.


                                  Page 1 of 16
<PAGE>


                      UNITED CAPITAL CORP. AND SUBSIDIARIES


                                      INDEX

                          PART I FINANCIAL INFORMATION

                                                                         PAGE

ITEM 1.           FINANCIAL STATEMENTS

                  Consolidated Balance Sheets as
                  of  September  30, 1995 and December 31, 1994            3

                  Consolidated Statements of  Operations for
                  the Three Months Ended September 30, 1995 and
                  1994                                                     4

                  Consolidated Statements of  Operations for
                  the Nine Months Ended September 30, 1995 and
                  1994                                                     5

                  Consolidated Statements of Cash Flows for
                  the Nine Months Ended September 30, 1995 and
                  1994                                                 6 - 7

                  Notes to Consolidated Financial Statements          8 - 11

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS      11 - 15

                            PART II OTHER INFORMATION


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


SIGNATURES                                                                16



                                  Page 2 of 16
<PAGE>





                      UNITED CAPITAL CORP. AND SUBSIDIARIES

   CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
                                   (UNAUDITED)

              ASSETS                               1995           1994
              ------                               ----           ----

CURRENT ASSETS:
   Cash and cash equivalents                      $1,420,590     $1,584,744
   Marketable securities                              85,829        594,070
   Notes and accounts receivable, net             16,098,959     16,146,086
   Inventories                                     8,552,687      8,955,097
   Prepaid expenses and other current assets         616,753      4,564,311
 
 
   Deferred income taxes
                                                     771,030        768,343
                                                  ----------     ----------

       Total current assets                       27,545,848     32,612,651


PROPERTY, PLANT AND EQUIPMENT, net                 9,730,400      8,658,417

REAL PROPERTY HELD FOR RENTAL, net                68,448,299     75,071,300

NONCURRENT NOTES RECEIVABLE                        3,327,876        696,228


OTHER ASSETS                                       4,607,959      4,964,593

DEFERRED INCOME TAXES                              1,087,560        421,241

NET NONCURRENT ASSETS OF DISCONTINUED
OPERATIONS                                                --      5,290,055
                                                ------------   ------------


        Total assets                            $114,747,942   $127,714,485
                                                ============   ============
<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY                           1995              1994
------------------------------------                           ----              ----
<S>                                                       <C>              <C>
CURRENT LIABILITIES:
   Current maturities of long-term debt                     $8,279,301       $9,597,459
   Borrowings under revolving credit facilities              6,435,000        6,000,000
   Accounts payable and accrued liabilities                 17,324,842       15,068,108
   Net current liabilities of  discontinued operations               -        3,421,458
   Income taxes payable                                      2,482,706        3,719,570
                                                            ----------       ----------
          Total current liabilities                         34,521,849       37,806,595

LONG-TERM LIABILITIES:
   Long-term debt                                           45,618,614       48,864,413
   Other long-term liabilities                               8,294,438        8,262,403
                                                            ----------       ----------

          Total liabilities                                 88,434,901       94,933,411
                                                            ----------       ----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Common stock                                                560,609          605,127
   Additional paid-in capital                               10,101,146       14,531,320
   Retained earnings                                        15,595,639       17,582,764
   Net unrealized gain on marketable securities, net
     of tax                                                     55,647           61,863
                                                          ------------       ----------

          Total stockholders' equity                        26,313,041       32,781,074


          Total liabilities and stockholders' equity      $114,747,942     $127,714,485
                                                          ============     ============

</TABLE>

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

                                  Page 3 of 16



<PAGE>


                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                  Three Months Ended
                                                                                  ------------------
                                                                       September 30, 1995        September 30, 1994
                                                                       ------------------        ------------------
<S>                                                                      <C>                     <C>

REVENUES:
   Net sales                                                              $13,567,104                $13,675,574
   Rental revenues from real estate operations                              5,740,559                  5,474,211
                                                                        -------------            ---------------

   Total revenues                                                          19,307,663                 19,149,785
                                                                         ------------             --------------

COSTS AND EXPENSES:
   Cost of sales                                                           10,956,127                 10,552,741
   Real estate operations -
     Mortgage interest expense                                              1,154,275                  1,287,336
     Depreciation expense                                                   1,569,251                  1,582,762
     Other operating expenses                                               1,511,610                  1,530,532
   General and administrative expenses                                      2,104,211                  1,865,780
   Selling expenses                                                         1,391,368                  1,512,719
                                                                          -----------             --------------

     Total costs and expenses                                              18,686,842                 18,331,870
                                                                         ------------              -------------

     Operating income                                                         620,821                    817,915
                                                                         ------------            ---------------

OTHER INCOME (EXPENSE):
   Interest income and expense, net                                           (66,571)                 (142,087)
   Other income and expense, net                                              200,338                 1,499,475
                                                                         ------------            ---------------

     Total other income (expense)                                             133,767                 1,357,388
                                                                         ------------            --------------

     Income from continuing operations before income taxes                    754,588                 2,175,303

     Provision for income taxes                                               261,000                   955,000
                                                                         ------------           ---------------

     Income from continuing operations                                        493,588                 1,220,303

DISCONTINUED OPERATIONS:
     Loss from discontinued operations, net of tax benefit $225,000
     and $45,000, respectively                                               (436,077)                  (88,449)
     Provision for disposition, net of  tax benefit of $2,040,000          (3,960,000)                        -
                                                                         ---------------         ---------------

     Loss from discontinued operations, net of tax                           (4,396,077)                (88,449)
                                                                         ---------------         ---------------

   Net income (loss)                                                       ($3,902,489)          $    1,131,854
                                                                         ==============          ===============

Earnings  (loss) per share:
     Income from continuing operations                                      $      .08           $          .19
     Loss from discontinued operations, net of tax                                (.77)                    (.01)
                                                                         --------------          ---------------
     Net income (loss)                                                   $        (.69)                     .18
                                                                         ==============          ===============

Weighted average number of common shares outstanding                         5,688,029                6,170,971
                                                                         =============         =================
</TABLE>

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


                                  Page 4 of 16

<PAGE>


                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                  Nine Months Ended
                                                                                  -----------------
                                                                       September 30, 1995        September 30, 1994
                                                                       ------------------        ------------------
<S>                                                                      <C>                      <C>
REVENUES:
   Net sales                                                              $46,010,697                $42,000,125
   Rental revenues from real estate operations                               16,787,683               16,544,981
                                                                       ----------------            -------------

   Total revenues                                                          62,798,380                 58,545,106
                                                                         ------------              -------------

COSTS AND EXPENSES:
   Cost of sales                                                           35,062,028                 31,386,198
   Real estate operations -
     Mortgage interest expense                                              3,433,127                  3,814,853
     Depreciation expense                                                   4,739,862                  4,766,306
     Other operating expenses                                               4,205,956                  3,958,180
   General and administrative expenses                                      6,093,364                  5,547,859
   Selling expenses                                                         4,390,710                  4,285,386
                                                                       --------------              --------------

     Total costs and expenses                                              57,925,047                 53,758,782
                                                                       --------------              --------------

     Operating income                                                       4,873,333                  4,786,324
                                                                         ------------              --------------

OTHER INCOME (EXPENSE):
   Interest income and expense, net                                          (309,075)                  (452,148)
   Other income and expense, net                                            1,506,579                   2,758,945
                                                                         ------------             ---------------

     Total other income (expense)                                           1,197,504                   2,306,797
                                                                         ------------             ---------------

     Income from continuing operations before income taxes                  6,070,837                   7,093,121

Provision for income taxes                                                  2,585,000                   3,020,000
                                                                         ------------              --------------

     Income from continuing operations                                      3,485,837                   4,073,121

DISCONTINUED OPERATIONS:
     Loss from discontinued operations, net of tax  benefit of
       $780,000 and $45,000, respectively                                 (1,512,961)                    (88,449)
     Provision for disposition, net of tax benefit of $2,040,000          (3,960,000)                          -
                                                                         ------------              -------------

     Loss from discontinued operations, net of tax                        (5,472,961)                    (88,449)
                                                                       --------------              -------------

     Net income (loss)                                                   ($1,987,124)               $  3,984,672
                                                                       ==============               ============

Earnings  (loss) per share:
     Income from continuing operations                                   $        .59             $          .66
     Loss from discontinued operations, net of tax                                (.93)                    (.01)
                                                                         --------------            -------------
     Net income (loss)                                                   $        (.34)           $         .65
                                                                         ==============            =============

Weighted average number of common shares outstanding                         5,899,615                6,174,946
                                                                          ============            ==============
</TABLE>

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

                                  Page 5 of 16
<PAGE>


                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                     1995                    1994
                                                                                --------------           -------------
<S>                                                                              <C>                    <C>

Cash Flows From Operating Activities:
   Net income (loss)                                                             ($1,987,124)              $3,984,672
                                                                                 ------------           -------------
   Adjustments to reconcile net income (loss) to net cash
        provided by operating activities:
   Depreciation and amortization                                                    5,925,306               6,101,119
   Disposal of discontinued operations                                              1,868,597                       -
   Net realized and unrealized (gains) losses
     on marketable securities                                                        (229,979)             (1,149,654)
   Changes in assets and liabilities, net of
      effects from business acquisitions and disposals (A)                          4,131,086              (5,343,878)
                                                                                  -----------           --------------

      Total adjustments                                                            11,695,010                (392,413)
                                                                                  -----------           --------------

      NET CASH PROVIDED BY OPERATING ACTIVITIES                                     9,707,886               3,592,259
                                                                                  -----------           ---------------

Cash Flows From Investing Activities:
   Purchase of marketable securities                                                        -                (551,024)
   Proceeds from sale of marketable securities                                        729,318               2,722,840
   Acquisition of property, plant and equipment                                    (1,997,709)             (3,684,190)
   Cash paid in acquisition of operating business                                           -              (2,673,000)
   Investing activities of discontinued operations                                          -                (598,632)
                                                                                  -----------           --------------

      NET CASH USED IN INVESTING ACTIVITIES                                        (1,268,391)             (4,784,006)
                                                                                 -------------          --------------

Cash Flows From Financing Activities:
   Principal payments on mortgage commitments, notes and loans                     (7,713,957)             (6,713,383)
   Proceeds from mortgage commitments, notes and loans                              3,150,000                       -
   Net borrowings under lines of credit                                               435,000               6,400,000
   Purchase and retirement of common shares                                        (4,478,192)               (870,632)
   Proceeds from exercise of stock options                                              3,500                 628,254
   Financing activities of discontinued operations                                          -                (306,189)
                                                                                 ------------           --------------

      NET CASH USED IN FINANCING ACTIVITIES                                        (8,603,649)               (861,950)
                                                                                 -------------          --------------

Net decrease in cash and cash equivalents                                           (164,154)              (2,053,697)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                                              1,584,744                 3,749,301
                                                                                  -----------           ---------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                         $1,420,590           $    1,695,604
                                                                               =  ===========           ==============
</TABLE>

                                  Page 6 of 16

<PAGE>

                      UNITED CAPITAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (Continued)
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                                              1995                     1994
                                                                        ------------                --------
<S>                                                                        <C>                      <C>
Supplemental Disclosures of Cash Flow
   Information:
      Cash Paid During the Period For:
         Interest                                                          $4,276,210               $4,546,893
         Taxes                                                              1,029,946                1,994,190
                                                                           ==========               ==========
</TABLE>


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

<TABLE>
<CAPTION>

         (A) Changes in assets and liabilities, net of effects from business
acquisitions and disposals, for the nine months ended September 30, 1995 and
1994 are as follows:

<S>                                                                         <C>                    <C>
Decrease (increase) in notes and accounts receivable, net                      $47,127             ($2,018,184)
Decrease (increase) in inventories                                             402,410                (772,131)
Decrease (increase) in prepaid expenses
   and other current assets                                                  3,947,558                (184,293)
Increase in deferred income taxes                                            (666,320)                (628,570)
Increase  in real property held for rental, net                            (1,030,078)              (2,971,607)
Decrease (increase) in noncurrent notes receivable                              21,850              (6,979,708)
Decrease  in other assets                                                      356,634                 504,904
Increase in accounts payable and accrued liabilities                         2,256,734               1,589,979
Decrease in income taxes payable                                            (1,236,864)             (1,159,938)
Increase in other long-term liabilities                                         32,035               6,995,644
Discontinued operations - noncash charges and working
  capital changes                                                                   -                  280,026
                                                                            ----------             ------------

      Total                                                                 $4,131,086             ($5,343,878)
                                                                            ==========             ============
</TABLE>



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

                                  Page 7 of 16
<PAGE>



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


BASIS OF PRESENTATION

        The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q used for quarterly
reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, 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, 1994.

        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.


BUSINESS ACQUISITIONS AND DISPOSITIONS

        On March 14, 1994 the Registrant, through a new wholly-owned subsidiary
known as Kentile, Inc. ("Kentile"), purchased substantially all of the operating
assets of Kentile Floors, Inc. ("Kentile Floors") for approximately $9.6
million. The purchase price was comprised of approximately $6.5 million in new
bank financing and approximately $3.1 million in cash.

        In August 1995, the operations of the Registrant's Kentile subsidiary
ceased when its raw material stocks were exhausted resulting from an
unwillingness of major trade suppliers of Kentile to extend further credit. In
connection with the write-off of the Registrant's investment in Kentile it has
recorded a pre-tax charge of approximately $6 million in the third quarter of
1995, including estimated costs of disposition. Additional costs could be
incurred by the Registrant as a result of this matter. Management will continue
to monitor this situation very closely, including the values received by Kentile
as a result of the disposition of its assets. 1995 net sales of Kentile through
the measurement date were $18,945,000 as compared to $22,001,000 for the period
from acquisition to September 30, 1994.

                                  Page 8 of 16

<PAGE>


MARKETABLE SECURITIES

        Investments in debt securities are classified as held-to-maturity and
measured at amortized cost in the consolidated balance sheet only if the
Registrant has the positive intent and ability to hold those securities to
maturity. Debt and equity securities that are purchased and held principally for
the purpose of selling in the near term will be measured at fair value and
classified as trading securities. For the purpose of calculating realized gains
and losses, the cost of investments sold is determined using the first-in,
first-out method. Unrealized gains and losses on trading securities are included
in current earnings. All securities not classified as trading or
held-to-maturity are classified as available-for-sale and measured at fair
value. Unrealized gains and losses on securities available-for-sale are recorded
net, as a separate component of stockholders' equity until realized. Management
determines the appropriate classification of securities at the time of purchase
and reassesses the appropriateness of the classification at each reporting date.

        The aggregate market value of marketable securities, which were all
available-for-sale, was $85,829 and $594,070 at September 30, 1995 and December
31, 1994 respectively, while gross unrealized holding gains of the Registrant's
marketable security portfolio were $55,647 and $61,863 on a net of tax basis as
of September 30, 1995 and December 31, 1994, respectively.

DEFERRED TAXES

The components of the net deferred tax asset (liability) at September 30, 1995
are as follows:

Realization allowances related to
  accounts receivable and inventories                        $537,407
Net unrealized (gain) loss on
  marketable securities                                         2,686
Basis differences relating to real
  property held for rental                                  2,422,129
Accrued expenses, deductible when paid                      1,609,260
Deferred revenue and profit (for
  tax purposes)                                              (256,673)
Basis differences relating to certain
  investments obtained in the BMG merger                   (1,858,912)
Property, plant & equipment                                  (455,685)
Pensions                                                     (147,562)
Other, net                                                      5,940
                                                          -----------

Net deferred tax asset                                      1,858,590

Current portion                                               771,030
                                                           ----------

Noncurrent portion                                         $1,087,560
                                                           ==========

                                  Page 9 of 16
<PAGE>


CONTINGENCIES

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

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

        Environmental studies at the second facility indicate that remediation
may be necessary. Based upon the facts presently available, environmental
experts have advised the Registrant that under the most probable remediation
scenario, the estimated cost to remediate this site is anticipated to require
$2.3 million in initial costs, including capital equipment expenditures, and
$258,000 in annual operating and maintenance costs over a 10-year period. The
Registrant 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 Registrant as new or
additional information in these matters become available or should the NJDEPE or
other regulatory agencies require additional or alternative remediation efforts
in the future. It is not currently possible to estimate the range or amount of
any such liability.

        Although the Registrant believes that it is entitled to full defense
and indemnification with respect to environmental investigation and remediation
costs under its insurance policies, the Registrant's insurers have denied such
coverage. Accordingly, the Registrant has filed an action against certain
insurance carriers seeking defense and indemnification with respect to all prior
and future costs incurred in the investigation and remediation of these sites.
Upon the advice of counsel, the Registrant believes that based upon a present
understanding of the facts and the present state of the law in New Jersey, it is
probable that the Registrant will prevail in the pending litigation and thereby
access all or a very substantial portion of the insurance coverage it claims;
however, the ultimate outcome of litigation cannot be predicted.

        As a result of the foregoing, the Registrant has not recorded a charge
to operations for the environmental remediation, noted above, in the
consolidated financial statements, as anticipated proceeds from insurance
recoveries are expected to offset such liabilities. The Registrant has reached
settlements with several insurance carriers in this matter. Those recoveries
anticipated to be received within twelve months are included in prepaid expenses
and other current assets in the accompanying consolidated balance sheet.

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

        Effective January 1, 1994 the Registrant has adopted the provisions of
Staff Accounting Bulletin 92 and accordingly has recorded the expected liability
associated with remediation efforts as a component of other long-term
liabilities and the anticipated insurance recoveries as a component of prepaid
expenses and other current assets and other assets in the Registrant's
consolidated financial statements.

        The Registrant 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 Registrant's consolidated financial position or results of
operations.

                                 Page 10 of 16

<PAGE>


COMMON STOCK

        During the first nine months of 1995, the Registrant purchased and
retired 445,887 shares of its common stock at a cost of $4,478,192. In addition,
during this period 700 shares of the Registrant's common shares were issued
pursuant to the exercise of options under the Registrant's stock option plans.
During the same period in 1994, 107,316 shares of the Registrant's common stock
were purchased and retired at a cost of $870,632. In addition, 112,421 shares of
the Registrant's common shares were issued pursuant to the exercise of options
during the first nine months of 1994.

EARNINGS PER SHARE

        Earnings per share computations for each quarterly period presented are
based on the weighted average number of common shares and dilutive common
equivalent shares outstanding during the period. Fully diluted and primary
earnings per common share are the same amounts for each of the periods
presented. Earnings per share data is neither restated nor adjusted currently to
obtain quarterly amounts which equal the amount computed for the year-to-date.

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
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

        Revenues for the nine month period ended September 30, 1995 were
$62,798,000, a $4,253,000 increase from comparable 1994 revenues. Income from
continuing operations for the period was $3,486,000 or $.59 per share as
compared to income from continuing operations of $4,073,000 or $.66 per share
for the same period in 1994.

        Revenues for the three month period ended September 30, 1995 were
$19,308,000, an increase of $158,000 from revenues in the comparable 1994
period. Income from continuing operations for the second quarter of 1995 was
$494,000 or $.08 per share as compared to $1,220,000 or $.19 per share during
the comparable 1994 period.

REAL ESTATE OPERATIONS

        Rental revenues from real estate operations increased $266,000 and
$243,000, respectively for the three and nine month periods ended September 30,
1995 as compared to the same periods in 1994. These increases are primarily the
result of additional revenues related to 1994 property acquisitions offset by
the collection of certain retroactive payments in the first quarter of 1994,
which were not previously accrued.

        Mortgage interest expense decreased $133,000 during the current quarter
and $382,000 during the nine month period ended September 30, 1995, versus such
expense of the corresponding periods in 1994. These decreases of approximately
10% each, are due to continuing mortgage amortization resulting from the
repayment of approximately $6 million in mortgage indebtedness during the last
12 months.

        Depreciation expense associated with rental properties was virtually
unchanged during the three and nine month periods ended September 30, 1995, as
compared to such costs during the corresponding periods of 1994.

        Operating expenses associated with the management of real estate
properties increased $248,000 for the nine month period ending September 30,
1995 while decreasing $19,000 during the current quarter as compared to the same

                                 Page 11 of 16
<PAGE>

periods in 1994. The timing of certain maintenance costs in the current quarter
and prior year periods account for this increase.

ANTENNA SYSTEMS

        The Registrant's antenna systems segment includes Dorne & Margolin,
Inc. and D&M/Chu Technology, Inc. The operating results of the antenna systems
segment for the three and nine month periods ended September 30, 1995 and 1994
are as follows:

                                     Three Months          Nine Months
                                  Ended September 30,    Ended September 30,
                                  -------------------    ------------------
(In thousands)                     1995          1994       1995        1994
                                   ----          ----       ----        ----

Net Sales                          $4,082        $4,395    $14,871     $15,468
                                   ======        ======    =======      =======

Cost of Sales                      $3,749        $3,426    $11,723      $11,381
                                   ======        ======    =======      =======

Selling, General and
Administrative
    Expenses                       $1,175        $1,366   $  3,641    $  3,996
                                   ======        ======   ========    ========

Income (Loss) from Operations     ($ 842)       ($ 397)   ($  493)    $     91
                                  =======       =======   ========    ========


        Net sales of the antenna systems segment decreased $313,000 or 7%
during the third quarter of 1995 and decreased $597,000 or 4% for the nine month
period ended September 30, 1995, versus such sales generated during the
respective 1994 periods. Continuing reductions in military and commercial sales
continue to seriously effect this segment of the Registrant's business. However
backlog of this segment increased 39% compared to a year earlier.

        Cost of sales as a percentage of net sales increased from the prior
year by 14% and 5%, respectively for the three and nine month periods ended
September 30, 1995. These increases are the result of changes in the mix of
products sold and from start-up costs associated with a new product line.

        Selling, general and administrative costs of the antenna systems
segment decreased by approximately $355,000 and $191,000 during the nine and
three month period just ended as compared to such costs of the comparable 1994
periods. These decreases are the result of administrative savings resulting from
the consolidation of the Dorne & Margolin and D&M/Chu operations and from the
reduction in sales, noted above.


                                 Page 12 of 16
<PAGE>


ENGINEERED PRODUCTS

        The Registrant's engineered products segment includes Metex Corporation
and AFP Transformers, Inc. The operating results of the engineered products
segment for the three and nine month periods ended September 30, 1995 and 1994
are as follows:


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

(In thousands)                         1995       1994        1995        1994
                                      ------     ------      -----        ----

Net Sales                            $ 9,484     $ 9,281   $ 31,139   $ 26,532
                                     =======     =======   ========   ========

Cost of Sales                        $ 7,207     $ 7,126   $ 23,339   $ 20,005
                                     =======     =======   ========   ========

Selling, General and
 Administrative Expenses             $ 1,516     $ 1,536   $   4,741  $   4,260
                                     =======     =======   =========  =========

Income from Operations              $    761     $    619  $   3,059  $   2,267
                                    ========     ========  =========  =========


        Net sales of the engineered products segment increased $4,607,000 and
$203,000, respectively for the year-to-date and the three month periods ended
September 30, 1995, versus such results of the corresponding prior year periods.
These increases are primarily the result of higher airbag and automotive related
sales at Metex' Technical Products Division as well as higher sales generated by
AFP Transformers.

        Cost of sales as a percentage of net sales decreased by less than 1% in
each of the three and nine month periods ended September 30, 1995, as compared
to the respective periods in 1994 primarily as a result of changes in the mix of
product sales.

        Selling, general and administrative expenses of the engineered products
segment increased by $481,000 during the nine month period just ended while
dropping $20,000 during the third quarter of 1995 versus such costs of the
comparable 1994 periods. These fluctuations correspond to changes in the levels
of sales, as noted above, and represent approximately 1% changes as a percentage
of sales in each period

RESILIENT VINYL FLOORING

        The Registrant's resilient vinyl flooring segment, known as Kentile,
Inc. ("Kentile"), was acquired on March 14, 1994 through the acquisition of
substantially all of the operating assets of Kentile Floors, Inc. These
operations were discontinued in August 1995, see notes to consolidated financial
statements.


GENERAL AND ADMINISTRATIVE EXPENSES

        General and administrative expenses not associated with the
manufacturing operations increased by $329,000 and $525,000 for the three and
nine month periods ended September 30, 1995 versus that of the same periods in
1994. These increases primarily result from additional costs in the current year
periods incurred in connection with properties whose mortgages were purchased by
the Registrant during 1994 and which remain in default. Additional salary costs
also contributed to the increases.


                                 Page 13 of 16

<PAGE>


OTHER INCOME AND EXPENSE

        The components of other income and expense in the accompanying
consolidated statements of income for the three and nine month periods ended
September 30, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>


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

(In thousands                                    1995                1994               1995                1994
                                           --------------      --------------     --------------     ---------------
<S>                                             <C>               <C>                <C>                 <C>
Gain on sale of real estate assets               $10,338            $316,218           $854,595          $1,390,638

Net realized and unrealized gains
(losses) on marketable securities                      -           1,179,580            229,979           1,149,654

Income from equity investments                         -               3,677              3,676              42,353

Other                                            190,000                                418,329             176,300
                                                --------          ----------         ----------          ----------
                                                                       -

                                                $200,338          $1,499,475         $1,506,579          $2,758,945
                                                ========          ==========         ==========          ==========
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES

        At September 30,1995 the Registrant's current liabilities exceeded
current assets by approximately $6,976,000. This shortfall primarily results
from financing the purchase of long-term assets utilizing short-term borrowings
during 1994, primarily in connection with the acquisition of Kentile. Management
is confident that through cash flow generated from operations, the sale of
select assets and the refinancing of certain current liabilities on a long-term
basis, all obligations will be satisfied as they come due.

        The Registrant has an unsecured line of credit with a bank which
provides for borrowings up to $15 million at the bank's prime lending rate. At
September 30, 1995, $6,435,000 was outstanding under this facility. This demand
facility is reviewed by the bank annually on May 31. In August, the Registrant
converted $3,150,000 outstanding under this facility to a five-year term note
bearing interest at 7.94%. These terms have been reflected in the accompanying
consolidated financial statements at September 30, 1995.

        The Registrant has undertaken the completion of environmental studies
and/or remedial action at Metex' two New Jersey facilities and has filed an
action against certain insurance carriers seeking recovery of costs incurred and
to be incurred in these matters. Based upon the advice of counsel, management
believes such recovery is probable and therefore should not have a material
effect on the liquidity or capital resources of the Registrant. See notes to
Consolidated Financial Statements.

        The cash needs of the Registrant have been satisfied from funds
generated by current operations and additional borrowings. It is expected that
future operational cash needs will also be satisfied from ongoing operations and
additional borrowings. The primary source of capital to fund additional real
estate acquisitions will come from the sale, financing and refinancing of the
Registrant's properties and from the 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 Registrant may acquire
real properties in exchange for the issuance of the Registrant's equity
securities. The Registrant 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.

                                 Page 14 of 16


<PAGE>

        Funds of the Registrant in excess of that needed for working capital,
purchasing real estate and arranging financing for real estate acquisitions are
invested by the Registrant in corporate equity securities, corporate notes,
certificates of deposit and government securities.

BUSINESS TRENDS

        Total revenues of the Registrant increased $4,253,000 or 7% for the
first nine months of 1995 versus such results of the comparable 1994 period.
Income from continuing operations for the first nine months of 1995 was
$3,486,000 or $.59 per share versus $4,073,000 or $.66 per share during the same
period in 1994.

        The results of the Registrant's real estate operations reflect a slight
increase in sales for the first nine months of 1995, primarily as a result of
additional revenues realted to 1994 acquisitions, offset by the collection of
certain retroactive rental payments in the first quarter of 1994, which were not
previously accrued.

        The Registrant's engineered products segment continues to reflect sales
growth in virtually all market segments. This has resulted in a 17% increase in
revenues during the first nine months of 1995 versus comparable 1994 results.
With continued increases in automobile demand and as more vehicles are outfitted
with air bags, demand for these products should continue. In addition, the
results of this segments' transformer operations reflect improvements over the
prior year and management is hopeful to continue this trend.

        The results of the Registrant's antenna systems segment reflect lower
sales during the first nine months of 1995 than during the comparable 1994
period. U.S. military sales, as well as commercial sales remain below prior year
levels and management is focused on reversing this trend. Concentrated efforts
to increase sales have been implemented and has produced a 39% increase in
backlog from the same period a year ago.

        Although there can be no assurances as to how much events discussed
above, or other changes in the economy will impact the future financial
conditions of results of operations of the Registrant, management continues to
monitor these developments and has implemented measures to minimize the possible
negative effects they may have upon these businesses.

PART II OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibit 27. Financial Data Schedule

        (b) Reports on Form 8K. The Registrant filed a report on Form 8-K with
the Securities and Exchange Commission on August 4, 1995 in response to Item 7.
Financial Statements, Proforma Financial Information and Exhibits.

The Registrant filed a report on Form 8-K/A with the Securities and Exchange
Commission on October 18, 1995 in response to Item 7. Financial Statements,
Proforma Financial Information and Exhibits.


                                 Page 15 of 16

<PAGE>




                                   SIGNATURES

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

                                         UNITED CAPITAL CORP.

Dated: November 14, 1995                 By:  /s/ Dennis S. Rosatelli
                                              -----------------------
                                              Dennis S. Rosatelli
                                              Vice President, Chief Financial
                                              Officer and Secretary of the
                                              Registrant


                                 Page 16 of 16