UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D. C. 20549





FORM
10-K/A





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


For
the fiscal year ended December 31, 2008





COMMISION FILE
NUMBER:  1-10104








UNITED CAPITAL
CORP.


(Exact
name of registrant as specified in its charter)





Delaware
                  (State
      or other jurisdiction of
                  incorporation
      or organization)
                04-2294493
                  (I.R.S.
      Employer
                  Identification
      No.)9 Park Place, Great Neck, NY
                  (Address
      of principal executive offices)
                11021
                  (Zip
      Code)





516-466-6464


(Registrant’s
telephone number, including area code)










Securities
registered pursuant to Section 12(b) of the Act:





Title
      of each class
            
            Name
      of each exchange on which registeredCommon
      Stock (Par Value $.10 Per Share)
            
            NYSE
      Amex





Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  ̈
Yes    ý No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.  ̈
Yes    ý No





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.ý
Yes     ̈ No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A ý.





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.


Large
accelerated filer   ̈                                       Accelerated
filer   ̈                                       Non-accelerated
filer   ̈Smaller
reporting company  ý





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  ̈
Yes    ý No





The
aggregate market value of the shares of the voting stock held by nonaffiliates
of the registrant as of June 30, 2008 was approximately
$36,533,000.





The
number of shares of the registrant’s $.10 par value common stock outstanding as
of April 22, 2009 was 9,077,971.









PART
III




ITEM
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE




As of
April 22, 2009, the executive officers and directors of United Capital Corp.
(“we,” “our” or the “Company”) are as follows:




Name
                  
                  Principal
      Occupation
                  
                  AgeA.F.
      Petrocelli
                  
                  Chairman
      of the Board, President and Chief Executive Officer
                  
                  65Michael
      T. Lamoretti
                  
                  Vice
      President – Real Estate Operations
                  
                  41Howard
      M. Lorber *
                  
                  President
      and Chief Executive Officer of Vector Group Ltd.
                  
                  60Robert
      M. Mann *
                  
                  Private
      Investor – Apparel Industry
                  
                  67Anthony
      J. Miceli
                  
                  Vice
      President, Chief Financial Officer and Secretary
                  
                  46Arnold
      S. Penner *
                  
                  Self-employed
      real estate investor and broker
                  
                  72Michael
      J. Weinbaum
                  
                  Vice
      President – Real Estate Operations
                  
                  42


_______________




*
            Independent
      Director under rules established by the NYSE Amex.  The Company
      is a “Controlled” company under such rules in that Mr. Petrocelli owns
      more than 50% of the outstanding Common Stock of the
    Company.





A.F.
PETROCELLI, has been Chairman of the Board and Chief Executive Officer of the
Company since December, 1987, President of the Company since June, 1991 and from
June, 1983 to March, 1989 and a Director of the Company since June,
1981.  Mr. Petrocelli was Chairman of the Board of Directors,
President and Chief Executive Officer of Prime Hospitality Corp. (“Prime”), a
New York Stock Exchange listed company from 1998 until its sale to an affiliate
of The Blackstone Group in October 2004.  Mr. Petrocelli is also a
director of Nathan’s Famous, Inc. (“Nathan’s”), a chain of fast food
restaurants.




MICHAEL
T. LAMORETTI, has been a Director of the Company since April, 2005 and has been
a Vice President in the Company’s real estate operations since
1994.  Mr. Lamoretti is a son-in-law of Mr. Petrocelli.  Mr.
Lamoretti is a member of the Real Estate Board of New York, the International
Council of Shopping Centers and a member of the board of the Great Neck Plaza
Management Council.




HOWARD M.
LORBER, has been a Director of the Company since 1991.  In addition,
Mr. Lorber has been the Executive Chairman of Nathan’s since January
2007.  Previously at Nathan’s, Mr. Lorber served as Chairman of the
Board from 1987 until December 2006 and Chief Executive Officer from 1993 until
December 2006.  Also, Mr. Lorber has been the President and Chief
Executive Officer of Vector Group Ltd. since January
2006.  Previously, Mr. Lorber served as the President and Chief
Operating Officer of Vector Group Ltd. from January 2001 until December
2005.  Mr. Lorber was President, Chief Operating Officer and a
Director of New Valley Corporation from November 1994 until its merger with
Vector Group in December 2005.  Mr. Lorber has also been a Vice
Chairman of the Board of Ladenburg Thalmann Financial Services, Inc. since July
2006.  Previously, he was Chairman of the Board of Ladenburg Thalmann
Financial Services, Inc. from May 2001 to July 2006.  Mr. Lorber has
also been a director of SP Acquisition Holdings, Inc., a blank check company,
since June 2007.  For more than the past five years, Mr. Lorber has
been a stockholder and a registered representative of Aegis Capital Corp., a
broker-dealer and a member firm of the Financial Industry Regulatory
Authority.  He is also a trustee of Long Island
University.




ROBERT M.
MANN, has been a Director of the Company since June 2001.  Mr. Mann
has been a private investor in the apparel industry for more than five
years.




1




ANTHONY
J. MICELI, has been a Director, a Vice President and Chief Financial Officer of
the Company since June, 1996 and prior thereto was the Corporate Controller of
the Company for more than eight years.  Mr. Miceli is a Certified
Public Accountant and a member of the American Institute of Certified Public
Accountants and New Jersey Society of Certified Public Accountants.




ARNOLD S.
PENNER, has been a Director of the Company since 1989 and has worked for more
than the past five years as a private real estate investor and as a
self-employed real estate broker in New York.




MICHAEL
J. WEINBAUM, has been a Director of the Company since April, 2005 and has been a
Vice President in the Company’s real estate operations since
1994.  Mr. Weinbaum is a son-in-law of Mr. Petrocelli.  Mr.
Weinbaum is a member of the International Council of Shopping
Centers.






CORPORATE
GOVERNANCE




The
Company operates within a comprehensive plan of corporate governance for the
purpose of defining responsibilities, setting high standards of professional and
personal conduct and assuring compliance with such responsibilities and
standards.  The Company regularly monitors developments in the area of
corporate governance.  In July 2002, Congress passed the
Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) which, among other things,
establishes, or provides the basis for, a number of new corporate governance
standards and disclosure requirements.  In addition, the NYSE Amex
(formerly the American Stock Exchange) has instituted corporate governance and
listing requirements.




Audit
Committee




The
Company has an Audit Committee consisting of Messrs. Lorber, Mann and
Penner.  The Company has determined that Mr. Lorber is a “Financial
Expert” as defined by the rules promulgated under the Sarbanes-Oxley
Act.




Code
of Business Conduct and Ethics




We have
also adopted a Code of Business Conduct and Ethics for directors, officers and
employees of the Company.  It is intended to promote honest and
ethical conduct, full and accurate reporting and compliance with laws as well as
other matters.  Such Code of Business Conduct and Ethics can be found
on the Company’s website at www.unitedcapitalcorp.net and
was filed as an exhibit to the Company’s report on Form 10-Q for the quarter
ended June 30, 2006.




ITEM
      11.
                EXECUTIVE
      COMPENSATION




The
Company’s chief executive officer, chief financial officer and other two
executive officers are referred to below individually as the Named Executive
Officer (“NEO”) and collectively as the Named Executive Officers
(“NEOs”).




Compensation
Philosophy and Objectives




The
philosophy of our Compensation and Stock Option Committee is to closely align
compensation paid to executive officers with the achievement of the Company’s
annual and long-term performance goals.  In establishing compensation
for our NEOs, the following are the Compensation and Stock Option Committee’s
objectives:




•
            Setting
      levels of compensation designed to attract and retain superior executives
      in a highly competitive business
environment;




•
            Providing
      incentive compensation that varies directly with the Company’s financial
      performance and the impact of individual initiative and achievement of
      such financial performance;




•
            Linking
      compensation to elements which effect the Company’s annual and long-term
      performance;




•
            Evaluating
      the competitiveness of executive compensation programs based upon
      information drawn from a variety of sources;
and




•
            Establishing
      salary levels and bonuses intended to be consistent with competitive
      practice and level of responsibility, with salary increases and bonuses
      reflecting competitive trends, the overall financial performance of the
      Company, the performance of the individual executive and the contractual
      arrangements that may be in effect with the individual
      executive.




2




To
achieve these objectives, our overall compensation program aims to pay our NEOs
competitively, consistent with our success and their contribution to that
success.




We have
not retained a compensation consultant to review our policies and procedures
with respect to executive compensation, although the Compensation and Stock
Option Committee may elect to retain such a consultant in the future, if it
determines that so doing would be helpful in developing, implementing or
maintaining compensation plans.




The
Compensation and Stock Option Committee annually reviews the aggregate level of
executive compensation, as well as the mix of elements used to compensate our
NEOs.  In addition, the Compensation and Stock Option Committee has
historically taken into account input from publicly available data relating to
the compensation practices and policies of other companies within and outside
our industry.  The Compensation and Stock Option Committee considers
our executive compensation versus the compensation paid by such peer
companies.  While such comparisons may not always be appropriate as a
stand-alone tool for setting compensation due to the aspects of our business and
objectives that may be unique, we generally believe that such information is an
important part of our compensation-related decision-making process.




Although,
generally, we believe that executive base salaries should be targeted taking
into consideration the median range of salaries for executives in similar
positions at comparable companies, we recognize that, to attract and retain
superior key individuals, such as the NEOs, the Compensation and Stock Option
Committee may determine that it is in our best interests to negotiate total
compensation packages with our NEOs that may deviate from the general principle
of targeting total compensation at the median level of our peers.  The
Company does not benchmark compensation against the compensation of other
companies.  Actual pay for each NEO is determined within this
structure, driven by performance of the NEO over time, as well as our annual
performance.




Employment
Agreement




Due to
Mr. Petrocelli’s unique qualifications, and his position in the Company, we have
an employment agreement with Mr. Petrocelli.  We entered into an
Amended and Restated Employment Agreement with Mr. Petrocelli dated as of
November 17, 2003 (the “Employment Agreement”), providing for the employment of
Mr. Petrocelli as Chairman of the Board, President and Chief Executive
Officer.  The Employment Agreement provided a base salary in the
amount of $750,000 which was subsequently increased by the Compensation and
Stock Option Committee to $800,000 effective January 2006.  The
Employment Agreement further provides for the potential payment of bonuses to
Mr. Petrocelli as determined by the Compensation and Stock Option
Committee.




The bonus
paid to Mr. Petrocelli, is based on, among other things, the Company’s prior
year performance and the Company’s total revenue for the previous
year.  At the Company’s 2008 annual meeting of stockholders, the
stockholders approved a proposal which provided that in any year that the total
revenues of the Company exceed $60 million, the Chief Executive Officer would be
entitled to receive a bonus.




In the
event of a change of control of the Company, as defined in the Employment
Agreement, we will pay Mr. Petrocelli a lump sum severance payment equal to
three years salary and purchase outstanding options owned by Mr.
Petrocelli.  The Employment Agreement provides for successive one-year
terms, unless either we or Mr. Petrocelli gives the other written notice that
the Employment Agreement is terminated, and also provides a death benefit which
the Company secures through an insurance policy.




Deductibility
of Executive Compensation




Section
162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), prohibits
a publicly held corporation, such as the Company, from claiming a deduction on
its federal income tax return for compensation in excess of $1 million paid for
a given fiscal year to the Chief Executive Officer (or person acting in that
capacity) at the close of the corporation’s fiscal year and the four most highly
compensated officers of the corporation, other than the chief executive officer,
at the end of the corporation’s fiscal year.  The $1 million
compensation deduction limitation does not apply to “performance-based
compensation.”  The Company believes that the bonus received by Mr.
Petrocelli in 2009 for services rendered during 2008 is “performance-based”
since the Company’s revenues exceeded $60 million for the year ended December
31, 2008, which is the performance criterion the Company is required to achieve
in order for the Chief Executive Officer to be eligible to receive a bonus, as
approved by the Company’s stockholders at the Company’s 2008 Annual Meeting of
Stockholders.  In addition, the Company believes that any compensation
received by executive officers in connection with the exercise of options
granted under the Incentive and Non-Qualified Stock Option Plan (the “Plan”) or
the 1988 Joint Incentive and Non-Qualified Stock Option Plan (the “Joint Plan”)
qualifies as “performance-based compensation.”




3




Termination
or Change in Control




The only
NEO that the Company has an employment contract with is Mr.
Petrocelli.  In the event of a change of control of the Company, as
defined in the Employment Agreement, the Company shall pay Mr. Petrocelli a lump
sum severance payment equal to three years salary at his current rate and
purchase outstanding options owned by Mr. Petrocelli.  The aggregate
intrinsic value of the outstanding options owned by Mr. Petrocelli as of
December 31, 2008 was $20,924,000, which represents the difference between the
Company’s closing stock price on such date ($18.14) and the exercise price of
each option, multiplied by the number of “in-the-money” options.










SUMMARY
COMPENSATION TABLE





The
following table sets forth compensation, including costs paid by the Company
related to certain perquisites, to the NEOs with respect to the fiscal years
ended December 31, 2008 and 2007.




Name
      and Principal Position
                    Year
                    
                    Salary
                    
                    
                    Bonus
                    
                    
                    All
      Other Compensation (1)
                    
                    
                    Total
      (2)A.F.
      PetrocelliChairman
      of the Board, President and Chief Executive Officer
                    2008
                    
                    $
                    800,000
                    
                    
                    $
                    750,000
                    
                    
                    $
                    84,124
                    
                    
                    $
                    1,634,1242007
                    
                    
                    800,000
                    
                    
                    
                    750,000
                    
                    
                    
                    77,889
                    
                    
                    
                    1,627,889Michael
      T. LamorettiVice
      President – Real Estate Operations
                    2008
                    
                    
                    250,000
                    
                    
                    
                    140,000
                    
                    
                    
                    61,481
                    
                    
                    
                    451,4812007
                    
                    
                    235,000
                    
                    
                    
                    140,000
                    
                    
                    
                    53,510
                    
                    
                    
                    428,510Anthony
      J. MiceliVice
      President and Chief Financial Officer
                    2008
                    
                    
                    275,000
                    
                    
                    
                    140,000
                    
                    
                    
                    18,187
                    
                    
                    
                    433,1872007
                    
                    
                    260,000
                    
                    
                    
                    140,000
                    
                    
                    
                    18,126
                    
                    
                    
                    418,126Michael
      J. WeinbaumVice
      President – Real Estate Operations
                    2008
                    
                    
                    250,000
                    
                    
                    
                    140,000
                    
                    
                    
                    41,825
                    
                    
                    
                    431,8252007
                    
                    
                    235,000
                    
                    
                    
                    140,000
                    
                    
                    
                    57,348
                    
                    
                    
                    432,348


_______________




(1)
            This
      column includes the total amount of all perquisites paid by the Company
      during 2008 and 2007 for our NEOs.  These amounts include the
      following (individually greater than $25,000 or 10% of the total amount of
      the perquisites received):  (1) total automobile related
      payments made by the Company of $43,214, $17,455, $16,519 and $16,305 in
      2008 and $38,688, $14,360, $16,998 and $12,902 in 2007 for Messrs.
      Petrocelli, Lamoretti, Miceli and Weinbaum, respectively; and (2) club
      membership dues of $40,910, $39,889 and $21,383 in 2008 and $39,201,
      $36,417 and $41,238 in 2007 for Messrs. Petrocelli, Lamoretti and
      Weinbaum, respectively.  In addition, the Company has a
      proportionate interest in a corporate aircraft that is available for use
      by the executive officers of the Company.  The total cost of the
      proportionate interest in the corporate aircraft was approximately
      $417,000 and $329,000 during 2008 and 2007,
  respectively.




(2)
            The
      values in this table were determined using the aggregate incremental cost
      to the Company and could differ substantially from those used for income
      tax purposes.






Grant
of Equity Awards




The
Company did not grant any stock options in the fiscal year ended December 31,
2008 to any employees, including the NEOs.




4




Outstanding
Equity Awards at Year-End




The
following table sets forth information regarding the outstanding options that
have been granted to our NEOs under each of the Plan and the Joint Plan, but
remain unexercised or unvested as of December 31, 2008.




Option
      AwardsName
                                            
                                            Number
      of Securities Underlying
                                                Unexercised
      Options
                                            
                                            Option
                                              Exercise
                                              Price
                                            
                                            Option
                                              Expiration
                                              DateExercisable
                                            
                                            UnexercisableA.F.
      Petrocelli
                                            
                                            600,000
                                            
                                            —
                                            
                                            $
      7.03
                                            
                                            
                                            7/14/2009600,000
                                            
                                            —
                                            
                                            6.53
                                            
                                            
                                            6/07/2010600,000
                                            
                                            —
                                            
                                            11.93
                                            
                                            
                                            6/12/2011600,000
                                            
                                            —
                                            
                                            12.20
                                            
                                            
                                            6/11/2012454,000
                                            
                                            —
                                            
                                            21.80
                                            
                                            
                                            6/10/2013Michael
      T. Lamoretti
                                            
                                            60,000
                                            
                                            —
                                            
                                            $
      7.03
                                            
                                            
                                            7/14/200966,000
                                            
                                            —
                                            
                                            11.93
                                            
                                            
                                            6/12/201166,000
                                            
                                            —
                                            
                                            12.20
                                            
                                            
                                            6/11/201268,000
                                            
                                            —
                                            
                                            21.80
                                            
                                            
                                            6/10/2013Anthony
      J. Miceli
                                            
                                            66,000
                                            
                                            —
                                            
                                            $11.93
                                            
                                            
                                            6/12/201166,000
                                            
                                            —
                                            
                                            12.20
                                            
                                            
                                            6/11/201268,000
                                            
                                            —
                                            
                                            21.80
                                            
                                            
                                            6/10/2013Michael
      J. Weinbaum
                                            
                                            60,000
                                            
                                            —
                                            
                                            $
      7.03
                                            
                                            
                                            7/14/200920,000
                                            
                                            —
                                            
                                            6.53
                                            
                                            
                                            6/07/201066,000
                                            
                                            —
                                            
                                            11.93
                                            
                                            
                                            6/12/201166,000
                                            
                                            —
                                            
                                            12.20
                                            
                                            
                                            6/11/201268,000
                                            
                                            —
                                            
                                            21.80
                                            
                                            
                                            6/10/2013





Retirement
Benefits




The
Company has a noncontributory defined benefit pension plan (the “Pension Plan”)
that covers substantially all full-time employees including the NEOs of the
Company.  The Company contributed $1,500,000 and $700,000 to the
Pension Plan for the years ended December 31, 2008 and 2007,
respectively.  The Pension Plan provides defined benefits based on
years of service and compensation level.  Each of our NEOs are
fully-vested in the Pension Plan.




The
Company also has a Supplemental Retirement and Death Benefit Program (the
“Supplemental Program”) which was terminated over ten years ago.  All
participants at that time retained their benefits under the
plan.  Messrs. Petrocelli and Miceli are included in this
group.  Under the Supplemental Program, participants, upon death or
retirement at the age of 55 or later, receive a supplemental benefit, as
defined, in equal quarterly installments over a ten year period, as stated in
the plan.  Retirement benefits are proportionally reduced for early
retirement prior to age of 65.




The
Company provides most salaried employees with the opportunity to participate in
a 401(k) Plan, which is a tax-qualified retirement savings plan under Section
401(k) of the Code.  Eligible employees, who are 21 years of age and
over, can participate on the first day of the calendar quarter following the
date they have completed six months of service with the
Company.  Historically, the Company has not made matching
contributions.




Director
Compensation




Directors
of the Company who are not employees of the Company are entitled to receive
compensation for serving as directors in the amount of $6,000 per annum and $500
per Board meeting and Committee meeting attended.  The following table
reflects all compensation earned and paid to the non-employee directors of the
Company during the 2008 calendar year for services rendered to the
Company:




Name
              
              Fees
      Earned or Paid in CashHoward
      M.
      Lorber
              
              $
              11,500Robert
      M.
      Mann
              
              
              11,000Arnold
      S.
      Penner
              
              
              11,500




5




The
aggregate number of outstanding stock options held by each independent,
non-employee director as of December 31, 2008 was 100,000 each for Messrs.
Lorber, Mann and Penner.  No director was granted any stock options,
stock awards or received any other compensation from the Company in the fiscal
year ended December 31, 2008.






ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS




The
following table sets forth information concerning ownership of the Company’s
Common Stock, as of April 22, 2009, by each person known to be the beneficial
owner of more than five percent of the Common Stock, each director, each
executive officer and by all directors and executive officers of the Company as
a group:






Name
      and Address of Beneficial Owner
                
                Shares
      Beneficially Owned
                
                Percentage
      of Class (9)A.F.
      Petrocelli
                  9
      Park Place
                  Great
      Neck, NY 11021
                
                8,523,448(1)(2)
                
                
                75.2%Beverly
      Petrocelli
                  c/o
      9 Park Place
                  Great
      Neck, NY 11021
                
                8,523,448(2)
                
                
                75.2%Anthony
      J. Miceli
                
                222,900(3)
                
                
                2.4%Michael
      T. Lamoretti
                
                260,000(4)
                
                
                2.8%Michael
      J. Weinbaum
                
                305,036(5)
                
                
                3.3%Howard
      M. Lorber
                
                218,000(6)
                
                
                2.4%Robert
      M. Mann
                
                101,400(7)
                
                
                1.1%Arnold
      S. Penner
                
                118,000(8)
                
                
                1.3%All
      executive officers and directors as a group (7 persons)
                
                9,748,784(1)(3)(4)
                  (5)(6)(7)(8)(9)
                
                
                78.8%


_______________




(1)
            Mr.
      Petrocelli owns directly 5,269,448 shares of Common Stock and presently
      exercisable options to purchase 2,254,000 shares of Common
      Stock.  Also includes 1,000,000 shares held by Mrs. Petrocelli,
      the wife of Mr. Petrocelli.  Such shares may be deemed to be
      beneficially owned by Mr. Petrocelli.  Does not include shares
      held by the adult children or grandchildren of Mr.
      Petrocelli.  Mr. Petrocelli disclaims beneficial ownership of
      the shares held by his wife, adult children and
    grandchildren.




(2)
            Mrs.
      Petrocelli is the wife of Mr. Petrocelli.  Includes 1,000,000
      shares of Common Stock held by Mrs. Petrocelli and 7,523,448 shares held
      by Mr. Petrocelli (which includes presently exercisable options to
      purchase 2,254,000 shares of Common Stock).  Such shares may be
      deemed to be beneficially owned by Mrs. Petrocelli.  Mrs.
      Petrocelli disclaims beneficial ownership of all shares held by Mr.
      Petrocelli.  Does not include shares held by the adult children
      or grandchildren of Mrs. Petrocelli.  Mrs. Petrocelli disclaims
      beneficial ownership of the shares held by her adult children and
      grandchildren.




(3)
            Consists
      of 22,900 shares of Common Stock and presently exercisable options to
      purchase 200,000 shares of Common
Stock.




(4)
            Consists
      of presently exercisable options to purchase 260,000 shares of Common
      Stock.  Does not include 363,600 shares held in trust (with the
      wife of Mr. Lamoretti serving as trustee) for the benefit of the minor
      children of Mr. Lamoretti.  Mr. Lamoretti disclaims beneficial
      ownership of the shares held in trust for his
  children.




6




(5)
            Consists
      of 25,036 shares of Common Stock held by Mr. Weinbaum and presently
      exercisable options to purchase 280,000 shares of Common
      Stock.  Does not include 363,600 shares held in trust (with the
      wife of Mr. Weinbaum serving as trustee) for the benefit of the minor
      children of Mr. Weinbaum.  Mr. Weinbaum disclaims beneficial
      ownership of the shares held in trust for his
  children.




(6)
            Includes
      18,000 shares of Common Stock owned by Mr. Lorber and 100,000 shares of
      Common Stock owned by Lorber Alpha II, L.P. (an entity in which Mr. Lorber
      may be deemed to be a control person).  Mr. Lorber disclaims
      beneficial ownership of all shares owned Lorber Alpha II,
      L.P.  Also includes presently exercisable options to purchase
      100,000 shares of Common Stock.




(7)
            Consists
      of 1,400 shares of Common Stock and presently exercisable options to
      purchase 100,000 shares of Common
Stock.




(8)
            Consists
      of 18,000 shares of Common Stock and presently exercisable options to
      purchase 100,000 shares of Common
Stock.




(9)
            Includes
      the shares of Common Stock subject to options which are presently
      exercisable and held by directors and executive officers as a group for
      purposes of calculating the respective percentages of Common Stock owned
      by such individuals or by the executive officers and directors as a
      group.






ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE




The
following sets forth the transactions involving the Company and its subsidiaries
and its executive officers and/or Directors from January 1, 2008.




The
Company has a 50% interest in an unconsolidated limited liability corporation,
whose principal assets are two distribution centers leased to Kmart
Corporation.  Also participating in this transaction were Mrs.
Petrocelli, Mr. Penner, Mr. Lorber and the spouse of a director who together
have approximately an 8% interest in this transaction.  Mr. Petrocelli
disclaims beneficial ownership of the participation interest held by his
wife.  The Company’s share of income arising from this investment,
accounted for as a leverage lease, was $92,000 in 2008.




Hallman
& Lorber Associates, Inc. (“H&L”) provided pension plan services to the
Company during its last fiscal year.  The Company anticipates it will
continue such relationship in this fiscal year.  Mr. Lorber, a
Director of the Company and Chairman of the Company’s Compensation and Stock
Option and Audit Committees, is a consultant to H&L.




The
Company has Indemnity Agreements with certain directors (individually, each an
“Indemnitee”), indemnifying each Indemnitee against the various legal risks and
potential liabilities to which such individuals are subject due to their
position with the Company, in order to induce and encourage highly experienced
and capable persons such as the Indemnitees to continue to serve as Directors of
the Company.




In May
2008, Mr. Petrocelli sold 446,000 shares of the Company’s Common Stock to the
Company at a price per share of $21.50 (or an aggregate of $9,589,000), which
represents the closing price of the Company’s Common Stock on the day of the
sale.  The shares sold by Mr. Petrocelli were received pursuant to the
exercise of options to purchase 600,000 shares of the Company’s Common Stock at
an exercise price of $11.44 per share.  The sale of Common Stock to
the Company was approved by the Compensation and Stock Option
Committee.




In
addition, during 2008, Messrs. Lamoretti, Miceli and Weinbaum exercised options
to purchase 42,000, 60,000 and 60,000 shares of the Company’s Common Stock,
respectively, at exercise prices between $11.44 and $12.58 and sold 42,000,
41,000 and 41,000 shares to the Company, respectively, at prices between $23.00
and $24.56 per share.  The shares acquired by the Company were
acquired pursuant to the Company’s previously announced stock buy back
plan.




In March
2009, Mr. Petrocelli exercised options to purchase 600,000 shares of the
Company’s Common Stock at an exercise price of $7.03.




7




Director
Independence




Pursuant
to NYSE Amex rules, the Company is not required to have a majority of
independent directors by virtue of the fact that it is a “controlled company” in
that Mr. A.F. Petrocelli beneficially owns more than 50% of the Company’s
outstanding Common Stock.  The Board of Directors has determined that
the following Directors of the Company are independent directors under NYSE Amex
rules:  Howard M. Lorber, Robert M. Mann and Arnold S.
Penner.  As described above, the Company and Messrs. Lorber and Penner
are involved in certain transactions.  Notwithstanding such
transactions, both Mr. Lorber and Mr. Penner are independent directors as such
term is defined by NYSE Amex Rule 803(A) of the NYSE Amex listing
standards.




ITEM
      14.
                  PRINCIPAL
      ACCOUNTANT FEES AND
SERVICES


The
Company’s independent public accountants for the years ended December 31, 2008
and 2007 were Holtz Rubenstein Reminick LLP (“Holtz”).  The Company’s
independent public accountants for the year ended December 31, 2006 were
Goldstein Golub Kessler LLP (“GGK”).  As a result of financial and
other considerations the Audit Committee voted on November 13, 2007 to appoint
Holtz as the Company’s new independent public accountants.




Pursuant
to Item 304(a) of Regulation S-K, the Company reported the
following:
  (a)
              Previous
      Independent Accountants
  (i)
              On
      November 13, 2007, the Company retained Holtz as its independent certified
      public accountants in place of GGK, who were dismissed as independent
      auditors of the Company effective November 13,
  2007.
  (ii)
              The
      reports of GGK on the Company’s financial statements for each of the two
      years ended December 31, 2006 did not contain an adverse opinion or a
      disclaimer of opinion and were not qualified or modified as to
      uncertainty, audit scope, or accounting
  principles.
 (iii)
                The
      decision to change accountants was approved by the Audit Committee of the
      Board of Directors.
 (iv)
                  In
      connection with the audits of the Company’s financial statements for each
      of the two years ended December 31, 2006 and through November 13, 2007,
      there were no disagreements with GGK on any matter of accounting
      principles or practices, financial statement disclosure, or auditing scope
      and procedure which, if not resolved to the satisfaction of GGK, would
      have caused it to make reference to the matter in their
      report.
 (v)
                    There
      were no “reportable events” as that term is described in Item 304 (a) (1)
      (v) of RegulationS-K.
 (vi)
                      The
      Company requested GGK to furnish a letter addressed to the Securities and
      Exchange Commission stating whether it agrees with the above
      statements.  A copy of that letter, dated November 14, 2007, was
      filed as Exhibit 16 on Form 8-K dated November 13,
      2007.
  (b)
              New
      Independent Accountants
 (i)
                  The
      Company engaged Holtz as its new independent accountants effective
      November 13, 2007.  During the two years ended December 31, 2006
      and through November 13, 2007, the Company did not consult with Holtz
      concerning the Company’s financial statements, including the application
      of accounting principles to a specified transaction (proposed or
      completed) or the type of audit opinion that might be rendered on the
      Company’s financial statements or any matter that was either the subject
      of a “disagreement” or “reportable event” (as such terms are defined in
      Item 304 of Regulation S-K) with the previous independent
      accountants.
  GGK had a
continuing relationship with RSM McGladrey, Inc. (“RSM”) from which it leased
auditing staff who were full-time, permanent employees of RSM and through which
its partners provided non-audit services.  GGK has no full-time
employees and therefore, none of the audit services performed were provided by
permanent full-time employees of GGK.  GGK manages and supervises the
audit and audit staff, and is exclusively responsible for the opinion rendered
in connection with its examination.




8




The
aggregate fees billed to or accrued by the Company by Holtz, GGK and RSM for
services performed for the years ended December 31, 2008 and 2007 are as
follows:




2008
              
              
              2007Holtz
              
              
              Holtz
              
              
              GGK/RSMAudit
      Fees
              
              $
              101,000
              
              
              $
              76,000
              
              
              $
              25,000Audit
      Related
      Fees
              
              
              26,000
              
              
              
              25,000
              
              
              
              16,000Tax
      Fees
              
              
              100,000
              
              
              
              95,000
              
              
              
              5,000All
      Other
      Fees
              
              
              —
              
              
              
              —
              
              
              
              —





Audit
Fees




The
aggregate audit fees for the years ended December 31, 2008 and 2007 were
primarily related to the audit of the Company’s annual financial statements and
review of those financial statements included in the Company’s quarterly reports
on Form 10-Q.




Audit
Related Fees




Audit
related fees for the years ended December 31, 2008 and 2007 were primarily
incurred in connection with the audits of the Company’s employee benefit
plans.  In addition, during the year ended December 31, 2007, the
Company incurred additional audit related fees related to the consent of prior
independent public accountants to the inclusion of its opinion in the Company’s
annual financial statements.




Tax
Fees




Tax fees
for the years ended December 31, 2008 and 2007 were primarily related to tax and
other related services.




All
Other Fees




The
Company did not engage Holtz, GGK or RSM to provide any other services during
the fiscal years ended December 31, 2008 and 2007.









PART
IV




ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES




(a) (1) Consolidated Financial
Statements.  The required Financial Statements were previously
filed on this Form 10-K.




(b) 
Exhibits




3.1
            Amended
      and Restated Certificate of Incorporation of the Company (incorporated by
      reference to exhibit 3.1 filed with the Company’s report on Form 10-K for
      the fiscal year ended December 31,
1993).




3.2
            Amendment
      to the Amended and Restated Certificate of Incorporation of the Company
      (incorporated by reference to Exhibit 3.2 filed with the Company’s report
      on Form 10-K for the fiscal year ended December 31,
  2003).




3.3
            By-laws
      of the Company (incorporated by reference to exhibit 3.2 filed with the
      Company's report on Form 8-K dated April 14,
  2005).


10.1
              Incentive
      and Non-Qualified Stock Option Plan of the Company, as amended
      (incorporated by reference to exhibit 10.1 filed with the Company’s report
      on Form 10-K for the fiscal year ended December 31,
      2000).
  10.2
              Additional
      amendment to Incentive and Non-Qualified Stock Option Plan of the Company
      (incorporated by reference to exhibit 4.2 filed with the Company’s report
      on Form S-8 dated August 23,
2002).


9


10.3
              1988
      Joint Incentive and Non-Qualified Stock Option Plan, as amended
      (incorporated by reference to exhibit 10.2 filed with the Company’s report
      on Form 10-K for the fiscal year ended December 31,
      1998).
 10.4
                Amended
      and Restated Employment Agreement dated as of November 17, 2003 by and
      between the Company and A. F. Petrocelli (incorporated by reference to
      exhibit 10.4 filed with the Company’s report on Form 10-K for the fiscal
      year ended December 31,
2003).
 14.
                    Code
      of Business Conduct and Ethics (incorporated by reference to exhibit 14
      filed with the Company’s report on Form 10-Q for the quarter ended June
      30, 2006).
 **21.
                  Subsidiaries
      of the Company.
 **23.1
                    Consent
      of Independent Registered Public Accounting Firm – Holtz Rubenstein
      Reminick LLP.


*31.1
            Certification
      of the Chief Executive Officer pursuant to Rule 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 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.




*32.2
            Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.






*
              Filed
      herewith**
              Previously
      filed on the Company’s Report on Form 10-K for the fiscal year ended
      December 31, 2008.






SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) 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.By:
                /s/
      Anthony J. MiceliAnthony
      J. Miceli, Vice President
                  and
      Chief Financial Officer


Dated:  April
22, 2009






10