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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

(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, 2003
                          -----------------

/ /  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
incorporation or organization)                               identification no.)

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:

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      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/A or any
amendment to this Form 10-K/A. /X/

          Indicate by check mark whether the registrant is an accelerated  filer
(as defined in Exchange Act Rule 12b-20). Yes  / /  No /X/.

          The  aggregate  market value of the shares of the voting stock held by
nonaffiliates  of  the  Registrant  as  of  June  30,  2003  was   approximately
$40,762,000.

          The number of shares of the  Registrant's  $.10 par value Common Stock
outstanding as of April 14, 2004 was 9,112,142.

EXPLANATORY NOTE

This Report on Form 10-K/A amends United  Capital  Corp.'s Annual Report on Form
10-K for the year ended December 31, 2003,  initially  filed with the Securities
and Exchange  Commission on March 26, 2004 and as amended by Form 10-K/A,  filed
with the  Securities  and Exchange  Commission  on April 29, 2004,  and is being
filed  solely  to  update  Item 9A of Part II which  contained  a  reference  to
outdated rules.  As a result of the amended text in Item 9A, the  certifications
filed as Exhibits 31.1 and 31.2 in Item 15 have been  re-executed as of the date
of this Form 10-K/A.  No revisions have been made to the Registrant's  financial
statements or any other disclosures contained in the Annual Report on Form 10-K.

ITEM 9A.   CONTROLS AND PROCEDURES

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

                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

(b) Reports on Form 8-K

     No reports on Form 8-K were filed by the Company during the last quarter of
     fiscal 2003.

(c) 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.

     3.3. By-laws of the Company  (incorporated  by reference to exhibit 3 filed
          with the  Company's  report on Form  10-K for the  fiscal  year  ended
          December 31, 1980).

    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).

    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.

    10.5. Revolving  Credit  Agreement  dated as of December 10, 2002,  with the
          financial  parties thereto  (incorporated by reference to exhibit 10.7
          filed with the Company's report on Form 10-K for the fiscal year ended
          December 31, 2002).

   ***14. Code of Business Conduct and Ethics

    **21. Subsidiaries of the Company.

    **23. Auditors'  consent to the  incorporation by reference in the Company's
          Registration  Statements  on Form  S-8 as of and for the  three  years
          ended  December  31,  2003 from  Grant  Thornton  LLP of the Report of
          Independent Certified Public Accountants included herein.

   *31.1. Certification  of  the  Chief  Executive  Officer  pursuant  to  Rules
          13a-15(e) and 15d-15(e).

   *31.2. Certification  of  the  Chief  Financial  Officer  pursuant  to  Rules
          13a-15(e) and 15d-15(e).

 ***32.1. Certification  of the Chief Executive  Officer pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.

 ***32.2. Certification of the Chief Financial Officer 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, 2003.
***Previously filed on the Company's  Amended Report on Form 10-K for the fiscal
   year ended December 31, 2003.

                                   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:  December 7, 2004
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