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

                                   FORM 10-Q/A

       Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934
                For the quarterly period ended SEPTEMBER 30, 2004

                         COMMISSION FILE NUMBER: 1-10104
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                              UNITED CAPITAL CORP.
                              --------------------
             (Exact name of registrant as specified in its charter)

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

    9 PARK PLACE, GREAT NECK, NY                        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)

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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  and  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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

The registrant had 9,130,142 shares of common stock, $.10 par value, outstanding
as of November 8, 2004.

EXPLANATORY NOTE

This  Quarterly  Report on Form 10-Q/A amends United Capital  Corp.'s  Quarterly
Report on Form 10-Q for the quarter ended September 30, 2004, as initially filed
with the Securities  and Exchange  Commission on November 10, 2004, and is being
filed solely to update Item 4 of Part I which  contained a reference to outdated
rules.  As a result of the amended text in Item 4, the  certifications  filed as
Exhibits  31.1 and 31.2 in Item 6 have been  re-executed  as of the date of this
Form  10-Q/A.  No  revisions  have  been  made  to  the  Registrant's  financial
statements or any other  disclosures  contained in the Quarterly  Report on Form
10-Q.

ITEM 4.  CONTROLS AND PROCEDURES

As of the end of the period covered by this report,  the Company  carried out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls and procedures pursuant to Exchange Act Rules 13a-15(e) and
15d-15(e).  Based upon that  evaluation,  the Chief Executive  Officer and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures  are  effective  in  timely  alerting  them to  material  information
relating to the Company (including its consolidated subsidiaries) required to be
included  in the  Company's  periodic  reports.  There have been no  significant
changes in the Company's internal controls over financial  reporting or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.

                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Reports on Form 8-K

    On August 23, 2004, the Company filed a report on Form 8-K under Items 1 and
    9 announcing  that,  on August 18, 2004,  the Company  entered into a Voting
    Agreement with BREP IV Hotels Holding L.L.C., an affiliate of The Blackstone
    Group,  and A. F.  Petrocelli,  the Company's  Chairman and Chief  Executive
    Officer, regarding the Company's holdings in Prime Hospitality Corp.

(b) Exhibits:

    31.1 Certification  of  the  Chief  Executive   Officer  Pursuant  to  Rules
         13a-15(e) and 15d-15(e).
    31.2 Certification of the Chief Financial Officer Pursuant to Rule 13a-15(e)
         and 15d-15(e).
   *32.1 Certification  of the Chief Executive  Officer Pursuant to Section 906
         of  Sarbanes-Oxley  Act of  2002.
   *32.2 Certification  of  the  Chief Financial Officer Pursuant to Section 906
         of  Sarbanes-Oxley  Act of 2002.

* Previously filed on the Company's Report on Form 10-Q for the quarterly period
ended September 30, 2004.

                                   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:  December 7, 2004             By: /s/ Anthony J. Miceli
                                        ----------------------------
                                        Anthony J. Miceli
                                        Vice President, Chief Financial Officer
                                        and Secretary of the Company
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