SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KA

(Mark One)

/x/      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1996



/ /      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 [NO FEE REQUIRED]

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.)

9 Park Place, Great Neck, New York                       11021
--------------------------------------------------------------------------------
(Address of principal executive offices)              (Zip code)

Issuer's telephone number, including area code: (516) 466-6464

Securities registered under Section 12(b) of the Exchange Act:

================================================================================
    Title of Each Class               Name of Each Exchange on Which Registered
--------------------------------------------------------------------------------
Common Stock, $.10 par value              American Stock Exchange
================================================================================

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

                                      None

         Indicate by check mark  whether the  registrant:  (1) filed all reports
required  to be filed by  Section  13 or 15(d) of the  Securities  Exchange  Act
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. Yes /x/ 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 or any
amendment to this Form 10-K. / x /

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  of the registrant.  The aggregate market value shall be computed
by  reference  to the price at which the stock was sold,  or the average bid and
asked prices of such stock,  as of a specified  date within 60 days prior to the
date of filing. (See definition of affiliate in Rule 405). As of March 21, 1997,
the aggregate market value was $21,339,000.

         The number of shares of the  Registrant's  $.10 par value  Common Stock
outstanding as of March 21, 1997 was 5,279,723.


<PAGE>
                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

                                   MANAGEMENT

         As of April 1,  1997,  the  executive  officers  and  directors  of the
Company are as follows:


          Name                  Principal Occupation               Age
-----------------------   -----------------------------         -------

A.F. Petrocelli           Chairman of the Board,                   53
                               President and Chief
                               Executive Officer of the
                               Company

Anthony J. Miceli         Vice President, Chief                    34
                               Financial Officer and
                               Secretary of the Company

Arnold S. Penner          Self employed real estate                60
                               investor and broker

Howard M. Lorber          President of Hallman & Lorber            48
                               Associates, Inc.


         A.F.  PETROCELLI,  has been  Chairman of the Board and Chief  Executive
Officer 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 is a Director of Prime  Hospitality  Corp., a New York Stock Exchange
listed company, and a Director of Nathan's Famous Inc. ("Nathan's").

         ANTHONY J. MICELI,  has been a Director and 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 four 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.

         HOWARD M.  LORBER,  has been a Director of the Company  since May 1991.
Mr. Lorber has been the Chairman and Chief Executive Officer of Hallman & Lorber
Associates, Inc., a consulting and actuarial firm for pension and profit sharing
plans, since 1975. Mr. Lorber was also Chairman of the Board and Director of VTX
Electronics  Corp.,  a  distributor  of wire and cable,  from October 1991 until
April 1994. He has been a shareholder of Aegis Capital  Corp.,  a  broker-dealer
and a member firm of the National Association of Securities Dealers, since 1984.
Mr.  Lorber is also  President and Chief  Operating  Officer and a member of the
Board of Directors of New Valley  Corporation  (formerly Western Union Corp.) as
well as Chairman of the Board of Directors and

<PAGE>

Chief Executive Officer of Nathan's. Mr. Lorber is also a member of the Board of
Directors of Prime Hospitality Corp. and Alpine Lace Brands, Inc., and a Trustee
of the Board of Long Island  University.  Since before 1992 Mr.  Lorber has also
been a general partner or shareholder of a corporate  general partner of various
limited partnerships organized to acquire and operate real estate properties.

Item 11.    Executive Compensation

         The following table sets forth, for the Company's 1996 fiscal year, all
compensation  awarded  to,  earned  by or paid to the  chief  executive  officer
("CEO") and the most highly  compensated  executive officer of the Company other
than  the CEO who was an  executive  officer  of the  Company  at the end of the
fiscal year ended December 31, 1995 and whose salary and bonus exceeded $100,000
(one individual) with respect to the fiscal year ended December 31, 1996.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                           Annual Compensation                       Long Term Compensation
                                            ---------------------------------------------       ------------------------------


                                                                                Other Annual                         All Other
       Name and Principal                                                       Compensation       Number of       Compensation
            Position                 Year        Salary($)         Bonus($)        ($)(1)           Options             ($)
-------------------------------    -------  -------------------   ----------   --------------   ---------------   -------------

<S>                                  <C>             <C>             <C>            <C>              <C>               <C>
A.F. Petrocelli,                     1996            $650,000        $700,000       ----               ----            ----
   Chairman of the                   1995             650,000         700,000       ----               ----            ----
   Board, President                  1994             650,000         700,000       ----               ----            ----
   and Chief Executive
   Officer

Anthony J. Miceli                    1996             $99,577         $50,000       ----             20,000            ----
   Vice President and                1995              90,088          30,000       ----               ----            ----
   Chief Financial                   1994              84,999          30,000       ----               ----            ----
   Officer(2)
</TABLE>


(1)     Perquisites and other personal benefits,  securities or property to each
        executive  officer  did not  exceed the lesser of $50,000 or 10% of such
        executive officer's salary and bonus.

(2)     Mr. Miceli  became Vice  President  and Chief  Financial  Officer of the
        Company in June 1996.  Prior thereto he was the Corporate  Controller of
        the Company.

Option Grants During 1996 Fiscal Year

        The following table provides  information related to options to purchase
Common Stock granted to the named  executive  officers  during 1996. The Company
currently does not have any plans providing for the grant of stock  appreciation
rights.

<TABLE>
<CAPTION>

                                                                                                     Potential Realizable
                                                                                                    Value at Assumed Rates
                                                                                                        of Stock Price
                                                                                                    Appreciation for Option
                                       Individual Grants                                                    Term(2)
--------------------------------------------------------------------------------                  ----------------------

                                             % of Total
                            Number of          Options        Exercise
                           Securities        Granted to        or Base
                           Underlying       Employees in        Price
         Name             Option(#)(1)       Fiscal Year      ($/Sh)(2)      Expiration Date          5%             10%
-------------------      -------------     -------------     ---------     -----------------      ---------     -----------
<S>                         <C>                  <C>             <C>       <C>                     <C>            <C>
Anthony J. Miceli           20,000               100%            $7.25     February 29, 2006       $91,200        $231,000
</TABLE>


                                       -2-

<PAGE>

-----------
(1)     The option exercise price may be paid in shares of Common Stock owned by
        the executive,  in cash, or a combination  of any of the  foregoing,  as
        determined  by the Stock Option  Committee  administering  the Company's
        stock option plans. The exercise price is equal to the fair market value
        of the Common Stock on the date of grant.

(2)     The  potential   realizable   value  portion  of  the  foregoing   table
        illustrates  values that might be realized  upon exercise of the options
        immediately  prior  to  the  expiration  of  their  term,  assuming  the
        specified compounded rates of appreciation on the Company's Common Stock
        over the term of the  options.  These  numbers do not take into  account
        provisions of certain  options  providing for  termination of the option
        following termination of employment,  non-transferability or differences
        in vesting  periods.  Regardless of the theoretical  value of an option,
        its ultimate value will depend upon the market value of the Common Stock
        at a future  date,  and that value will  depend on a variety of factors,
        including  the overall  condition of the stock market and the  Company's
        results of operations and financial condition. There can be no assurance
        that the values reflected in this table will be achieved.

Aggregated  Option  Exercises  in Last  Fiscal  Year and Fiscal  Year End Option
Values

        The following table provides information related to options exercised by
the named  executive  officers  during  1996 and the number and value of options
held by the named executive officers at fiscal year end.

<TABLE>
<CAPTION>

                                                            Number of Securities Underlying
                               Common                       Unexercised Options at FY-End          Value of Unexercised In-the-
                               Stock           Value                   (#)                         Money Options at FY-End ($)(2)
                            Acquired on      Realized       ----------------------------------    --------------------------------
          Name              Exercise (#)      ($)(1)        Exercisable        Unexercisable       Exercisable       Unexercisable
---------------------      ------------     ---------     --------------     ---------------       -----------      --------------
<S>                           <C>           <C>               <C>                     <C>            <C>                    <C>
A.F. Petrocelli.........      100,000       $250,000          125,000                 0              $93,750                0
Anthony J. Miceli  .....         0              0              26,300                 0              $34,875                0
</TABLE>

-----------------------
(1)     Such  options had an exercise  price of $5.50 per share.  On the date of
        exercise,  the closing price of the Company's  Common Stock was $8.00 as
        reported on the American Stock Exchange ("AMEX").

(2)     Based on the closing  price of a share of Common  Stock on December  31,
        1996 of $8.75, as reported on the AMEX.


                                       -3-

<PAGE>
Employee Retirement Plan

        The  Company,  through one of its  subsidiaries,  has a  noncontributory
pension plan that covers the  executive  officers of the Company.  The following
table discloses  estimated  annual benefits payable upon retirement in specified
compensation and years of service  classifications,  based on current limits set
by the Internal Revenue Code of 1986, as amended.

                     Projected Annual Benefit at Retirement

<TABLE>
<CAPTION>

                                                              Years of Service
                        --------------------------------------------------------------------------------------------

        Salary                  10               15             20             25             30             35
        ------          ----------------    ------------   ------------   ------------   ------------   ------------

<S>                           <C>              <C>            <C>            <C>            <C>            <C>   
$ 20,000...............       $1,750           $2,625         $3,500         $4,375         $5,250         $6,125
  30,000...............       3,250             4,875          6,500          8,125          9,750         11,375
  40,000...............       4,750             7,125          9,500         11,875         14,250         16,625
  50,000...............       6,250             9,375         12,500         15,625         18,750         21,875
  60,000...............       7,750            11,625         15,500         19,375         23,250         27,125
  70,000...............       9,250            13,875         18,500         23,125         27,750         32,375
  80,000...............       10,750           16,125         21,500         26,875         32,250         37,625
  90,000...............       12,250           18,375         24,500         30,625         36,750         42,875
 100,000...............       13,750           20,625         27,500         34,375         41,250         48,125
 150,000...............       21,250           31,875         42,500         53,125         63,750         74,375
======================================================================================================================
</TABLE>


         The Company did not make any contributions for the benefit of executive
officers for the year ended December 31, 1996.

         The  estimated  credited  years of  service  for each of the  executive
officers named in the Summary Compensation Table is as follows:  A.F. Petrocelli
nine years and Anthony J. Miceli nine years, respectively.

         Subject  to  compensation  limitations  under the  Employee  Retirement
Income Security Act of 1974,  which was $150,000 in 1995,  benefits are computed
as follows:  For each year of credited  service after June 30, 1989,  the sum of
one percent (1%) of annual compensation,  as defined, up to $25,000 plus one and
one-half percent (1 1/2%) of annual compensation in excess of $25,000.

Employment Contracts

        The  Company  has an  employment  contract  with  Mr.  Petrocelli  which
provides for a base salary of $650,000 per annum plus a bonus as  determined  by
the Board of  Directors.  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 and  purchase  outstanding
options  owned  by  Mr.  Petrocelli.   The  employment  agreement  provides  for
successive one year terms unless either

                                       -4-

<PAGE>

the Company or Mr. Petrocelli gives the other written notice that the employment
agreement is terminated.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information  concerning  ownership of the
Company's  Common Stock, as of April 1, 1997 by each person known by the Company
to be the beneficial  owner of more than five percent of the Common Stock,  each
director,  each executive officer, and nominee for election as a director and by
all directors and executive officers of the Company as a group:

<TABLE>
<CAPTION>

             Name and Address                        Shares                             Percentage
           Of Beneficial Owner                 Beneficially Owned                       of Class(5)
---------------------------------------   ----------------------------------             --------------


<S>                                                <C>                                     <C>
A.F. Petrocelli                                    3,016,424(1)(2)                         55.8%
9 Park Place
Great Neck, NY 11021

Beverly Petrocelli                                   500,000(2)                             9.5%
c/o 9 Park Place
Great Neck, NY 11021

Anthony J. Miceli                                     26,300(3)                              *
9 Park Place
Great Neck, NY 11021

Arnold S. Penner                                           0                                 -
545 Madison Avenue
4th Floor
New York, NY 10022

Howard M. Lorber                                      78,500(4)                             1.5%
70 E. Sunrise Highway
Valley Stream, NY 11581

All executive officers and                         3,121,224(1)(3)(4)                      57.5%
directors as a group
(4 persons)
</TABLE>


--------------------

*Less than 1%

(1)       Mr.  Petrocelli  owns  directly  2,891,424  shares of Common Stock and
          presently  exercisable  options to purchase  125,000  shares of Common
          Stock. Does not include shares held by the wife, adult children or the
          grandchildren of Mr. Petrocelli. Mr. Petrocelli disclaims

                                       -5-

<PAGE>

          beneficial  ownership of the shares held by his wife,  adult  children
          and grandchildren.

(2)       Beverly  Petrocelli  is the  wife of Mr.  Petrocelli.  Mr.  Petrocelli
          disclaims  beneficial ownership of all shares held by Mrs. Petrocelli.
          Does  not  include   shares   held  by  the  adult   children  or  the
          grandchildren of Mrs. Petrocelli. Mrs. Petrocelli disclaims beneficial
          ownership  of the  shares  held by her  husband,  adult  children  and
          grandchildren.

(3)       Consists of presently exercisable options to purchase 26,300 shares of
          Common Stock.

(4)       Includes  21,700  shares owned by Mr.  Lorber's wife and 36,800 shares
          owned by the Howard M. Lorber  Irrevocable Trust. Mr. Lorber disclaims
          beneficial  ownership of all shares owned by Mr. Lorber's wife and the
          Howard M. Lorber Irrevocable Trust.

(5)       Includes  the shares of Common Stock  subject to options  (exercisable
          within  60 days  after  April  1,  1997)  held  by  each of the  named
          individuals  or the directors  and  executive  officers as a group for
          purposes of  calculating  the  respective  percentages of Common Stock
          owned by such  individuals or by the directors and executive  officers
          as a group.

                                       -6-

<PAGE>

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The following sets forth the transactions  involving the Company and its
subsidiaries  and its executive  officers and/or Directors from January 1, 1996.
Specific descriptions of these transactions are provided below.

        In  September  1996,  the Company  purchased a 50% interest in a limited
partnership  that owns and  operates a hotel in Miami  Beach,  Florida.  Through
December  31,  1996,  the Company has  invested  approximately  $624,000 for its
equity interest.  In September 1996, the Company  participated in a $2.5 million
loan transaction to the limited  partnership  secured by a mortgage lien against
the property.  The Company  advanced  approximately  $682,500 in connection with
this  note.  The  remaining  amounts  were  advanced  by  the  following:   A.F.
Petrocelli, $250,000; Beverly Petrocelli, $1 million; an officer of the Company,
$100,000;  and the balance by  unrelated  parties.  All amounts  invested in and
advanced to the  partnership by the Company have been  classified as investments
in  and  advances  to  affiliates  and  are  included  in  other  assets  in the
consolidated  financial  statements.  The note bears  interest  at 14% per annum
payable monthly and matures in September 1997. The participants  also received a
commitment fee of 4%. Upon maturity the note may be extended for a one year term
in consideration of 4% of the outstanding  balance.  A.F.  Petrocelli  disclaims
beneficial interest of the participation interest held by his spouse.

        In May 1995, the Company participated in a $4.5 million loan transaction
secured  by an  assignment  of a mortgage  note  covering  a  commercial  office
building in New York City. The Company  advanced  approximately  $2.5 million in
connection with this loan. The remaining amounts were advanced by the following:
The Howard M. Lorber  Irrevocable Trust,  $500,000;  Beverly  Petrocelli,  $1.45
million; and the balance by unrelated parties. The note bore interest at 14% per
annum and was fully satisfied together with accrued interest in August 1996. The
participants  also received a commitment fee of 4% in connection  with the loan.
Arnold Penner was a shareholder  of the borrower and also a guarantor  under the
note.  Howard M. Lorber  disclaims  beneficial  ownership  of the  participation
interest held by the Trustees of the Howard M. Lorber  Irrevocable  Trust.  A.F.
Petrocelli disclaims  beneficial interest of the participation  interest held by
his spouse.

        The  Company's  two hotel  properties  are managed by a publicly  traded
company for which A.F. Petrocelli and Howard M. Lorber are directors.  Fees paid
for the management of these properties is based upon a percentage of revenue and
was approximately $159,000 for 1996.

        During 1996 the Company  advanced,  in the  aggregate,  $468,000 to A.F.
Petrocelli.  These advances bore interest at the Company's  borrowing rate under
its revolving  credit  facility.  All amounts advanced have been repaid together
with accrued interest thereon.

        On July 19, 1996,  Mr.  Petocelli sold 100,000 shares of Common Stock to
the Company for $10.00 per share.

                                       -7-

<PAGE>

        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.

                                   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.




Dated:  April 30, 1997               By: /s/ Anthony J. Miceli
                                         -------------------------------------
                                         Anthony J. Miceli, Vice President and
                                         Chief Financial Officer