FORM 10-K
                       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, 1999
                         -------------------------------------------------------


/ /    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 identification no.)
incorporation or organization)

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
                               --

         The  aggregate  market  value of the shares of the voting stock held by
nonaffiliates  of  the  Registrant  as  of  March  15,  2000  was  approximately
$18,781,000.

         The number of shares of the  Registrant's  $.10 par value  Common Stock
outstanding as of March 15, 2000 was 4,735,915.


<PAGE>

                                    PART III

Item 10.          Directors and Executive Officers of the Registrant

                                   MANAGEMENT

         As of April 24, 2000, 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,                       56
                                 President and Chief
                                 Executive Officer of the
                                 Company

Anthony J. Miceli           Vice President, Chief                        37
                                 Financial Officer and
                                 Secretary of the Company

Arnold S. Penner            Self employed real estate                    63
                                 investor and broker

Howard M. Lorber            Chairman and Chief Executive                 51
                               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 has been President, Chief Executive Officer and Chairman of the Board
of Prime Hospitality Corp.  ("Prime"),  a New York Stock Exchange listed company
since 1998 and a Director of Prime since 1992, 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 one year.  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



<PAGE>

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 1991.  Mr.
Lorber has been  Chairman of the Board and Chief  Executive  Officer of Nathan's
for more than the past five years and  Chairman  of the Board of  Directors  and
Chief  Executive  Officer  of  Hallman & Lorber  Associates,  Inc.  ("Hallman  &
Lorber")  for over  five  years.  He has been a  director,  President  and Chief
Operating  Officer of New Valley  Corporation  for more than five years.  He has
been a director of and member of the Audit Committee and Compensation  Committee
of Prime  since 1994 and  Chairman  since 1998 and he has been a director of PLM
International, Inc. since January 1999.

Item 11.          Executive Compensation

     The following  table sets forth,  for the Company's  1999 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,  1999 and whose  salary and bonus  exceeded  $100,000  (one
individual) with respect to the fiscal year ended December 31, 1999.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

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

<S>                               <C>      <C>            <C>          <C>        <C>            <C>
A.F. Petrocelli,                  1999     $650,000       $700,000     ----       300,000        ----
   Chairman of the                1998      650,000        700,000     ----       300,000        ----
   Board, President               1997      650,000        700,000     ----       222,381        ----
   and Chief Executive
   Officer

Anthony J. Miceli,                1999     $150,577       $100,000     ----        30,000        ----
   Vice President and             1998      142,619         70,000     ----        30,000        ----
   Chief Financial                1997      113,731        100,000     ----        30,000        ----
   Officer
</TABLE>

                                                         -2-

<PAGE>


(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.

Option Grants During 1999 Fiscal Year

        The following table provides  information related to options to purchase
Common Stock granted to the CEO and the named executive officer during 1999. The
Company  currently  does not have any  plans  providing  for the  grant of stock
appreciation rights.





<TABLE>
<CAPTION>

                                  Individual Grants
--------------------------------------------------------------------------------  Potential Realizable Value
                                     % of Total                                    at Assumed Rates of Stock
                                      Options                                      Price Appreciation for
                                      Granted                                     -----------------------
                        Number of        to         Exercise
                       Securities    Employees      or Base
                       Underlying    in Fiscal       Price
      Name             Option(#)        Year       ($/Sh)(1)   Expiration Date      5%             10%
-------------------   ------------- ------------- ----------   ---------------  ----------    -----------
<S>                     <C>            <C>         <C>              <C>         <C>           <C>
A.F. Petrocelli         300,000        69.1        $14.0625    July 14, 2009    $2,653,149    $6,723,601

Anthony J. Miceli        30,000         6.9        $14.0625    July 14, 2009      $265,315      $672,360

</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

        The  following  table  provides  information  related to the exercise of
options by the CEO and the named  executive  officer and the number and value of
options held by the CEO and the named executive officer at fiscal year end.



                                       -3-

<PAGE>
<TABLE>
<CAPTION>

                        Shares
                       Acquired      Value      Number of Securities Underlying      Value of Unexercised In-the-
                          on        Realized     Unexercised Options at FY-End        Money options at FY-End ($)
Name                   Exercise       (1)                     (1)                                 (2)
----                   --------       ---                    -----                               ----


<S>                     <C>        <C>                <C>              <C>              <C>             <C>     <C>
A.F. Petrocelli.....    25,000     $275,000           298,254          574,127          $603,045        $1,479, 648

Anthony J. Miceli...     1,300      $14,300            55,000           60,000          $281,875           $145,000
</TABLE>

(1)     Based on the  difference  between the exercise  price of the options and
        the closing  price of a share of Common Stock on June 9, 1999,  the date
        of exercise as reported on the American Stock Exchange ("AMEX").
(2)     Based on the closing  price of a share of Common  Stock on December  31,
        1999 of $18.625, as reported on 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, 1999.

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


                                       -4-

<PAGE>
        Subject to compensation limitations under the Employee Retirement Income
Security  Act of 1974,  which was  $160,000 in 1999,  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 the Company or Mr.  Petrocelli gives the
other written notice that the employment agreement is terminated.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         A.F.  Petrocelli  serves on the  Compensation  Committee of Nathan's of
which Mr.  Howard Lorber is Chairman of the Board and Chief  Executive  Officer.
Mr. Lorber is a member of the  Compensation  and Stock Option  Committees of the
Company.  Mr.  Petrocelli also serves as President,  Chief Executive Officer and
Chairman  of the Board of Prime.  Mr.  Lorber is  Chairman  of the  Compensation
Committee of Prime. For information relating to transactions  involving Messrs.,
Petrocelli and Lorber and the Company,  see "Certain  Relationships  and Related
Transactions."

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 24, 2000 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                        3,189,305(1)(2)                 61.3%
9 Park Place
Great Neck, NY 11021




                                       -5-

<PAGE>

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

Beverly Petrocelli                       500,000(2)                    10.6%
c/o 9 Park Place
Great Neck, NY 11021

Anthony J. Miceli                         76,300(3)                     1.6%
9 Park Place
Great Neck, NY 11021

Arnold S. Penner                          16,000(4)                     *
249 East 71st Street
New York, NY 10021

Howard M. Lorber                         124,500(5)                     2.6%
70 E. Sunrise Highway
Valley Stream, NY 11581

All executive officers and             3,406,105(1)(3)                 64.1%
directors as a group (4                       (4)(5)
persons)


*       Less than 1%

(1)     Mr.  Petrocelli  owns  directly  2,716,924  shares of  Common  Stock and
        presently  exercisable  options or options exercisable within 60 days of
        April 24,  2000 to purchase  472,381  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 1,300  shares of Common  Stock  and  presently  exercisable
        options  or  options  exercisable  within 60 days of April  24,  2000 to
        purchase 75,000 shares of Common Stock.

(4)     Consists of 16,000  shares  issuable  upon the exercise of options which
        are exercisable within 60 days of April 24, 2000.



                                       -6-

<PAGE>

(5)     Includes  30,000  shares  owned by  Hallman & Lorber  Associates  Profit
        Sharing  Plan (an  entity  in which  Mr.  Lorber  may be  deemed to be a
        control  person)  and  36,800  shares  owned  by the  Howard  M.  Lorber
        Irrevocable  Trust.  Mr. Lorber  disclaims  beneficial  ownership of all
        shares owned by Hallman & Lorber  Associates Profit Sharing Plan and the
        Howard M. Lorber Irrevocable Trust. Also includes 16,000 shares issuable
        upon the  exercise of options  which are  exercisable  within 60 days of
        April 24, 2000.

(6)     Includes  the  shares of  Common  Stock  subject  to  options  which are
        presently exercisable or exercisable within 60 days after April 24, 2000
        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


        The following sets forth the transactions  involving the Company and its
subsidiaries  and its executive  officers and/or Directors from January 1, 1999.
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. At the time
of the acquisition,  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.  The note bore  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. The limited
partnership repaid the full amount outstanding together with accrued interest in
July 1998.  In January  1999,  the Company  sold its 50% interest in the limited
partnership. A.F. Petrocelli disclaims beneficial ownership of the participation
interest held by Beverly Petrocelli.


                                       -7-
<PAGE>

        The  Company's  two hotel  properties  are managed by Prime,  a publicly
traded company for which A.F.  Petrocelli is President,  Chief Executive Officer
and Chairman of the Board and Howard M. Lorber is a director.  Fees paid for the
management of these  properties  are based upon a percentage of revenue and were
approximately $134,000 for 1999. Included in the Company's marketable securities
at December  31, 1999 was  approximately  $11,089,000  of Common  Stock in Prime
which represents approximately 2.6% of Prime's outstanding shares. Subsequent to
December 31, 1999 the Company purchased an additional 1,245,000 shares of Prime.

        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,  Howard M. Lorber and the spouse of a
director who have taken  approximately an 8% interest in this transaction.  A.F.
Petrocelli disclaims beneficial ownership of the participation  interest held by
Beverly Petrocelli.

        In July 1998, the Company  participated in a $3 million loan transaction
secured by stock in a corporation  whose principal  assets were leased equipment
and stock in a cooperative  apartment.  The Company advanced  approximately $1.8
million in connection  with this loan.  The  remaining  amounts were advanced by
A.F.  Petrocelli,  $250,000;  and the balance by Beverly  Petrocelli.  The note,
which matured in August 1999,  bore  interest at 14% per annum payable  monthly.
The  participants  also received a commitment  fee of 4% in connection  with the
loan.

        In  January  2000,  the  Company  participated  in a $4.5  million  loan
transaction  secured by mortgage liens against three properties in New York, New
York. The Company  advanced  approximately  $3.5 million in connection with this
loan. The remaining $1.0 million was advanced by Beverly  Petrocelli.  The note,
which matures in February 2001, bears interest at 14% per annum payable monthly.
The  participants  also received a commitment  fee of 4% in connection  with the
loan. A.F.


                                       -8-

<PAGE>

Petrocelli disclaims beneficial ownership of the participating  interest held by
Beverly Petrocelli.

        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: May 1, 2000


                                       -9-