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, 1997

/ /      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.
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             (Exact name of registrant as specified in its charter)

         Delaware                                           04-2294493
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(State or other jurisdiction of             (I.R.S. employer identification no.)
incorporation or organization)

9 Park Place, Great Neck, New York                            11021
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(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
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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 ]

                  The  aggregate  market value of the shares of the voting stock
held by  nonaffiliates  of the Registrant as of March 5, 1998 was  approximately
$41,138,000.

                  The number of shares of the Registrant's $.10 par value Common
Stock outstanding as of March 5, 1998 was 5,248,347.

<PAGE>
                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

                                   MANAGEMENT

         As of April 1, 1998,  the  executive  officers and  directors of United
Capital Corp. (the "Company") are as follows:

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

A.F. Petrocelli          Chairman of the Board,                    54
                                  President and Chief
                                  Executive Officer of the
                                  Company

Anthony J. Miceli        Vice President, Chief                     35
                                  Financial Officer and
                                  Secretary of the Company

Arnold S. Penner         Self employed real estate                 61
                                  investor and broker

Howard M. Lorber         Chairman and Chief Executive              49
                            Officer of Hallman &
                            Lorber 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,  a Director  of Boyer  Value  Fund (a public  mutual  fund),  a
Director of Philips  International  Realty Corp.  ("Philips")  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 three 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. Mr. Penner is also a Director
of Philips.

         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. He has been a shareholder of Aegis Capital Corp. ("Aegis"), a
broker-dealer  and a  member  firm of the  National  Association  of  Securities
Dealers,  since 1984 and is currently a registered  representative of Aegis. 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


<PAGE>
the Board of Directors and Chief  Executive  Officer of Nathan's.  Mr. Lorber is
also a member  of the  Board of  Directors  of Prime  Hospitality  Corp.,  and a
Trustee of the Board of Long Island  University.  Since before 1993,  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 1997 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 during the fiscal year
ended  December  31,  1997 and whose  salary and bonus  exceeded  $100,000  (one
individual) with respect to the fiscal year ended December 31, 1997.

                           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,             1997        $650,000       $700,000        ----       222,381      ----
     Chairman of the         1996         650,000        700,000        ----        ----        ----
     Board, President        1995         650,000        700,000        ----        ----        ----
     and Chief Executive
     Officer

Anthony J. Miceli,           1997        $113,731       $100,000        ----        30,000      ----
     Vice President and      1996          99,557         50,000        ----        20,000      ----
     Chief Financial         1995          90,088         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 1997 Fiscal Year

         The following table provides information related to options to purchase
Common Stock granted to the CEO and the named executive officer during 1997. The
Company  currently  does not have any  plans  providing  for the  grant of stock
appreciation rights.


                                       -2-

<PAGE>
<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(#)        Fiscal Year        ($/Sh)(1)        Expiration Date           5%               10%
-------------------      ------------     --------------      -----------       ---------------      ----------         ---------

<S>                       <C>                  <C>              <C>                    <C> <C>       <C>               <C>       
A.F. Petrocelli           204,734              68.4             $17.00            June 18, 2007      $2,188,854        $5,546,986
                           17,647               5.9             $18.75            June 18, 2002         $52,002          $152,270


Anthony J. Miceli          15,000               5.0             $17.00            June 18, 2007        $160,368          $406,404
                           15,000               5.0             $18.75            June 18, 2007        $134,118          $380,154
</TABLE>

(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 or greater than 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.

Fiscal Year End Option Values

         No options were exercised in the Fiscal Year ended December 31, 1997 by
the executive officers.  The following table provides information related to the
number and value of options held by the named executive  officers at fiscal year
end.

<TABLE>
<CAPTION>

                                   Number of Securities Underlying
                                   Unexercised Options at FY-End       Value of Unexercised In-the-
          Name                                 (#)                    Money Options at FY-End ($)(1)
-----------------------------     ---------------------------------   ------------------------------
                                   Exercisable      Unexercisable       Exercisable    Unexercisable
                                  ------------      --------------    -------------    -------------
<S>                                  <C>               <C>             <C>               <C>       
A.F. Petrocelli..............        125,000           222,381         $2,087,500        $2,081,738
Anthony J. Miceli  ..........         26,300            30,000           $490,450          $258,750
</TABLE>


                                       -3-

<PAGE>
(1)      Based on the closing  price of a share of Common  Stock on December 31,
         1997 of $26.50, as reported on the American Stock Exchange ("AMEX").

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
 160,000............            22,750         34,125       45,500        56,875        68,250      79,625
</TABLE>

         The Company did not make any contributions for the benefit of executive
officers for the year ended December 31, 1997.

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

         Subject  to  compensation  limitations  under the  Employee  Retirement
Income Security Act of 1974,  which was $160,000 in 1997,  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.


                                       -4-

<PAGE>
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 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 30, 1998 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:


     Name and Address                  Shares                  Percentage
    Of Beneficial Owner            Beneficially Owned          of Class(6)
    -------------------            ------------------          -----------

A.F. Petrocelli                   3,048,651(1)(2)               56.4%
9 Park Place
Great Neck, NY 11021

Beverly Petrocelli                  500,000(2)                   9.6%
c/o 9 Park Place
Great Neck, NY 11021

Anthony J. Miceli                   36,300(3)                       *
9 Park Place
Great Neck, NY 11021

Arnold S. Penner                      3,333(4)                      *
249 East 71st Street
New York, NY 10021

Howard M. Lorber                    81,833(5)                    1.6%
70 E. Sunrise Highway
Valley Stream, NY 11581

All executive officers and       3,170,117(1)(3)                58.2%
directors as a group (4                   (4)(5)
persons)

*              Less than 1%

                                       -5-

<PAGE>
(1)      Mr.  Petrocelli  owns  directly  2,849,524  shares of Common  Stock and
         presently  exercisable options or options exercisable within 60 days of
         April  30,1998 to purchase  199,127  shares of Common  Stock.  Does not
         include shares held by the wife, adult children or the grandchildren of
         Mr. Petrocelli.  Mr. Petrocelli  disclaims  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 or options exercisable within
         60 days of April 30, 1998 to purchase 36,300 shares of Common Stock.

(4)      Consists of 3,333 shares  issuable  upon the exercise of options  which
         are exercisable within 60 days of April 30, 1998.

(5)      Includes 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. Also includes
         3,333  shares   issuable   upon  the  exercise  of  options  which  are
         exercisable within 60 days of April 30, 1998.

(6)      Includes  the  shares of Common  Stock  subject  to  options  which are
         presently exercisable or exercisable within 60 day after April 30, 1998
         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.


                                       -6-

<PAGE>
Item 13.
                 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, 1997.
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, 1997,  the Company has invested  approximately  $1,168,000  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 the participants  also received a commitment fee of 4%. This
note matured in  September  1997 and was extended in  accordance  with  original
terms of the note, for one year, in  consideration  of a 4% commitment fee. A.F.
Petrocelli disclaims  beneficial interest of the participation  interest held by
Beverly Petrocelli.

         In 1996  and  1997,  in  order to  effectively  manage  the cost to the
Company  of  the  remediation   efforts  at  Metex  Corporation   ("Metex"),   a
wholly-owned  subsidiary of the Company, and its two New Jersey facilities,  the
Company sold, in total,  approximately a 4% interest for $40,000 in a subsidiary
that  manages  the  Company's  environmental  remediation  efforts to Anthony J.
Miceli an officer and Director of the Company and other employees, as well as an
interest to the Company's environmental consulting company. These shares contain
certain  restrictions  on  transfer  and,  under  certain   circumstances,   are
redeemable at the net book value of the subsidiary.

         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 $143,000 for 1997.

         In March 1997,  the Company  completed  a  $73,250,000  sales/leaseback
transaction with Kmart  Corporation for two of its distribution  centers located
in Brighton,  Colorado and Greensboro,  North  Carolina.  Kmart will lease these
facilities  for a minimum of 25 years.  These sites  encompass  over 2.7 million
square feet and service  approximately 300 Kmart stores. The Company has taken a
50% equity interest in this transaction.  Also participating in this transaction
were Beverly  Petrocelli,  Arnold Penner and Howard M. Lorber who, along with an
unrelated party, who have taken approximately an 8% interest in this

                                       -7-

<PAGE>
transaction. A.F. Petrocelli disclaims beneficial ownership of the participation
interest held by Beverly Petrocelli.

         During 1997 the Company  advanced,  in the aggregate,  $398,000 to A.F.
Petrocelli  and $375,000 to Mr.  Miceli.  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.

         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.



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

Dated: April 30, 1998

                                       -8-