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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, 2005
                          ------------------------------------------------------

/ /      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                (I.R.S. employer identification no.)
of 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 if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.  Yes / /  No /X/

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

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.  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.

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer or a non-accelerated filer.

Large Accelerated Filer / /   Accelerated Filer / /   Non-accelerated Filer /X/

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

The  aggregate  market  value  of  the  shares  of  the  voting  stock  held  by
nonaffiliates  of  the  registrant  as  of  June  30,  2005  was   approximately
$53,798,000.

The number of shares of the Registrant's $.10 par value common stock outstanding
as of April 24, 2006 was 8,290,443.

                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         As of April 24, 2006,  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, President and            62
                            Chief Executive Officer

Michael T. Lamoretti     Vice President - Real Estate Operations         38

Howard M. Lorber         President and Chief Operating Officer of        57
                            New Valley Corporation and Vector
                            Group Ltd.

Robert M. Mann           Private Investor - Apparel Industry             64

Anthony J. Miceli        Vice President, Chief Financial Officer         43
                            and Secretary

Arnold S. Penner         Self-employed real estate investor and          69
                            broker

Michael J. Weinbaum      Vice President - Real Estate Operations         39

         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
the  Boyar  Value  Fund  (a  public  mutual  fund)  and  Nathan's   Famous  Inc.
("Nathan's").

         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 for
more than twelve years.  Mr.  Lamoretti is a son-in-law of Mr.  Petrocelli.  Mr.
Lamoretti is a member of the Real Estate Board of New York, The Young Men's Real
Estate  Association 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.  For
more than the past five  years,  Mr.  Lorber has been  Chairman of the Board and
Chief Executive  Officer of Nathan's,  President,  Chief Operating Officer and a
director  of  New  Valley  Corporation,  and  a  stockholder  and  a  registered
representative  of Aegis  Capital Corp.  Since 2001, he has been the  President,
Chief Operating  Officer and a director of Vector Group Ltd. and the Chairman of
the Board of Ladenburg Thalmann Financial Services.

         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.

         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.

                                      -2-

         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 for
more than twelve  years.  Mr.  Weinbaum is a son-in-law of Mr.  Petrocelli.  Mr.
Weinbaum is a member of the International Council of Shopping Centers.

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 of 2002.

CODE OF ETHICS

         The  Company  has  adopted a code of  business  conduct and ethics that
applies to the  Company's  directors,  officers  and  employees,  including  the
Company's Chief Executive Officer, Chief Financial Officer, Corporate Controller
and other people performing similar functions. Such Code of Business Conduct and
Ethics was filed as an exhibit to the  Company's  report on Form  10-K/A for the
fiscal year ended December 31, 2003.

ITEM 11.          EXECUTIVE COMPENSATION

         The following table sets forth, for the Company's 2005 fiscal year, all
compensation  awarded  to,  earned  by or paid to the  chief  executive  officer
("CEO") and the three most highly compensated  executive officers of the Company
other than the CEO who were executive  officers of the Company during the fiscal
year ended December 31, 2005 and whose salary and bonus exceeded $100,000 (three
individuals) with respect to the fiscal year ended December 31, 2005.

                           SUMMARY COMPENSATION TABLE

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

A.F. Petrocelli, Chairman of      2005      750,000       750,000            ----            ----         ----
  the Board, President and        2004      750,000       750,000            ----            ----         ----
  Chief Executive Officer         2003      750,000       750,000            ----         454,000         ----

Michael T. Lamoretti, Vice        2005      200,000        50,000            ----            ----         ----
   President - Real Estate        2004      185,000        50,000            ----            ----         ----
   Operations                     2003      170,000        50,000            ----          68,000         ----

Anthony J. Miceli, Vice           2005      230,000       100,000            ----            ----         ----
  President and Chief             2004      220,000       100,000            ----            ----         ----
  Financial Officer               2003      210,000       100,000            ----          68,000         ----

Michael J. Weinbaum, Vice         2005      200,000        50,000            ----            ----         ----
  President - Real Estate         2004      185,000        50,000            ----            ----         ----
  Operations                      2003      170,000        50,000            ----          68,000         ----

(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.

                                      -3-

OPTION GRANTS DURING 2005 FISCAL YEAR

         The Company did not grant any options to purchase  Common  Stock to the
CEO or the other named  executive  officers  during 2005. The Company  currently
does not have any plans providing for the grant of stock appreciation rights.

FISCAL YEAR END OPTION VALUES

         The following  table provides  information  relating to the exercise of
options by the named  executive  officers  during the fiscal year ended December
31, 2005. The following  table also provides  information  related to the number
and value of options held by the CEO and the named executive  officers at fiscal
year end.
                                                             Number of Securities             Value of Unexercised In-the-
                                  Shares                    Underlying Unexercised              Money Options at FY-End
                                 Acquired      Value          Options at FY-End                         ($)(2)
                                    on        Realized     -------------------------------- --------------------------------
Name                           Exercise(#)     ($)(1)       Exercisable      Unexercisable     Exercisable     Unexercisable
-------------------------- ----------------- ------------- ------------- ------------------ ----------------- --------------
A.F. Petrocelli...........        ----            ----       3,712,134         151,334         52,024,749         434,329
Michael T. Lamoretti......       5,000          75,625         302,334          22,666          3,702,461          65,051
Anthony J. Miceli.........      25,000         489,256         362,334          22,666          4,676,642          65,051
Michael J. Weinbaum.......        ----            ----         337,334          22,666          4,303,411          65,051

(1)      Value  realized is calculated by multiplying  the shares  acquired upon
         exercise by the  difference  between the option  exercise price and the
         fair market value of the Common Stock on the date of exercise.

(2)      Based on the closing  price of a share of Common  Stock on December 31,
         2005 of $24.67 as reported on the American Stock Exchange.

EQUITY COMPENSATION PLAN INFORMATION

         The Company  maintains two stock option  plans.  Both plans provide for
the granting of incentive or  non-qualified  stock  options.  The Company has no
outstanding  warrants or rights or plans which provide for the grant or issuance
of warrants or rights.  The following table gives information about stock option
awards  under these plans as of December  31,  2005.  These plans are  discussed
further in Note 9 to the Company's Consolidated Financial Statements included in
the Company's  Annual Report on Form 10-K for the fiscal year ended December 31,
2005.

                                                                                             Number of securities
                                                                                            remaining available for
                                                                                             future issuance under
                                  Number of securities to        Weighted-average             equity compensation
                                  be issued upon exercise        exercise price of             plans (excluding
                                  of outstanding options,       outstanding options,        securities reflected in
                                    warrants and rights         warrants and rights               column (a))
PLAN CATEGORY                               (A)                          (B)                          (C)
------------------------------  ---------------------------  ---------------------------  ---------------------------
Equity compensation plans
  approved by security
  holders                                 5,398,136                  $   11.54                        ----
Equity compensation plans
  not approved by security
  holders                                      ----                       ----                        ----
                                          ---------                  ---------                   ---------

Total                                     5,398,136                  $   11.54                        ----
                                          =========                  =========                   =========

                                      -4-

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

                                                               Years of Service
                         ---------------------------------------------------------------------------------------------
         Salary                10              15              20             25              30             35
------------------------ --------------- --------------- --------------- -------------- --------------- --------------
       $150,000              $21,250        $31,875         $42,500         $53,125        $63,750         $74,375
        155,000               22,000         33,000          44,000          55,000         66,000          77,000
        160,000               22,750         34,125          45,500          56,875         68,250          79,625
        165,000               23,500         35,250          47,000          58,750         70,500          82,250
        170,000               24,250         36,375          48,500          60,625         72,750          84,875
        175,000               25,000         37,500          50,000          62,500         75,000          87,500
        180,000               25,750         38,625          51,500          64,375         77,250          90,125
        185,000               26,500         39,750          53,000          66,250         79,500          92,750
        190,000               27,250         40,875          54,500          68,125         81,750          95,375
        195,000               28,000         42,000          56,000          70,000         84,000          98,000
        200,000               28,750         43,125          57,500          71,875         86,250         100,625
        205,000               29,500         44,250          59,000          73,750         88,500         103,250
        210,000               30,250         45,375          60,500          75,625         90,750         105,875

         The Company did not make any contributions for the benefit of executive
officers for the year ended December 31, 2005.

         The  estimated  credited  years of  service  for each of the  executive
officers is as follows:  Mr. Petrocelli  thirty-one years, Mr. Lamoretti fifteen
years, Mr. Miceli eighteen years and Mr. Weinbaum fifteen years.

         Subject  to  compensation  limitations  under the  Employee  Retirement
Income Security Act of 1974,  which was $210,000 in 2005,  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
provided  for a base salary  during  2005 of $750,000  per annum plus a bonus as
determined by the Compensation  and Stock Option  Committee.  Effective  January
2006,  Mr.  Petrocelli's  salary was  increased to  $800,000.  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

         Mr. Lorber is a member of the  Compensation  and Stock Option Committee
of the Company.  For information  relating to transactions  involving Mr. Lorber
and the Company, see "Certain Relationships and Related Transactions."

                                      -5-

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 24, 2006,  by each person known to be the
beneficial  owner of more than five percent of the Common  Stock,  each director
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                                              9,378,916(1)(2)                         77.2%
9 Park Place
Great Neck, NY 11021

Beverly Petrocelli                                           9,378,916(2)                            77.2%
c/o 9 Park Place
Great Neck, NY 11021

Anthony J. Miceli                                              293,900(3)                             3.4%

Michael T. Lamoretti                                           325,000(4)                             3.8%

Michael J. Weinbaum                                            366,036(5)                             4.2%

Arnold S. Penner                                               138,000(6)                             1.6%

Howard M. Lorber                                               238,000(7)                             2.8%

Robert M. Mann                                                 101,400(8)                             1.2%

All executive officers and directors as a                   10,841,252(1)(3)(4)                      80.3%
group (7 persons)                                                     (5)(6)(7)(8)(9)

   (1)   Mr.  Petrocelli  owns  directly  4,515,448  shares of Common  Stock and
         presently  exercisable options or options exercisable within 60 days of
         April 24,  2006 to  purchase  3,863,468  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,  8,378,916 shares held
         by Mr.  Petrocelli  (which includes  presently  exercisable  options or
         options  exercisable  within 60 days of April 24,  2006 to  purchase an
         aggregate  of  3,863,468  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 3,900  shares of Common  Stock and  presently  exercisable
         options  or  options  exercisable  within 60 days of April 24,  2006 to
         purchase 290,000 shares of Common Stock.

   (4)   Consists of presently exercisable options or options exercisable within
         60 days of April 24, 2006 to purchase  325,000  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 6,036  shares of Common  Stock  held by Mr.  Weinbaum  and
         presently  exercisable options or options exercisable within 60 days of
         April 24, 2006 to purchase  360,000  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)   Consists of presently exercisable options or options exercisable within
         60 days of April 24, 2006 to purchase 138,000 shares of Common Stock.

   (7)   Includes  100,000  shares  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 by Lorber Alpha II,
         L.P. Also includes presently exercisable options or options exercisable
         within 60 days of April 24, 2006 to purchase  138,000  shares of Common
         Stock.

   (8)   Consists  of 1,400  shares of Common  Stock and  presently  exercisable
         options  or  options  exercisable  within 60 days of April 24,  2006 to
         purchase 100,000 shares of Common Stock.

   (9)   Includes  the  shares of Common  Stock  subject  to  options  which are
         presently  exercisable  or  exercisable  within 60 days after April 24,
         2006 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, 2005.
Specific descriptions of these transactions are provided below.

         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
$357,000 in 2005.

         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.

                                      -7-

ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The  Company's  auditors for the year ended  December 31, 2005 and 2004
were Goldstein  Golub Kessler LLP ("GGK").  The Company's  auditors for the year
ended December 31, 2003 were Grant  Thornton LLP ("GT").  On October 6, 2004 the
Company's  Audit Committee voted to appoint GGK as the Company's new independent
accountants.   The  Audit  Committee  annually  reviews  the  selection  of  its
independent auditors and no selection has been made for the current year.

         Through  September  30, 2005,  GGK had a continuing  relationship  with
American  Express Tax and Business  Services  Inc.  ("TBS") from which it leased
auditing staff who are full-time,  permanent  employees of TBS and through which
its partners provided non-audit services. Subsequent to September 30, 2005, this
relationship  ceased  and  GGK  established  a  similar  relationship  with  RSM
McGladrey,  Inc. ("RSM"). 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.

         The  aggregate  fees billed to the Company by GGK,  TBS, RSM and GT for
services  performed  for the  years  ended  December  31,  2005  and 2004 are as
follows:

                                     2005                    2004
                             --------------------   ------------------------
                                GGK/TBS
                                /RSM        GT         GGK/TBS      GT
                             --------------------   ------------------------
          Audit Fees .......   $89,000   $  --         $68,000   $10,000
          Audit Related Fees    18,000    19,000        16,000    63,000
          Tax Fees .........    74,000      --          70,000    23,000
          All Other Fees ...      --        --            --        --

AUDIT FEES

         The aggregate audit fees for the years ended December 31, 2005 and 2004
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 2005 were primarily  incurred in connection with
the consents of prior auditors and the audits of the Company's  employee benefit
plans.  Audit related fees for 2004 were primarily  incurred in connection  with
the Company's registration statement and related SEC comments, consents of prior
auditors and the audits of the Company's employee benefit plans.

TAX FEES

         Tax fees for the years ended  December 31, 2005 and 2004 were primarily
related to tax and other related services. For the years ended December 31, 2005
and 2004, tax fees, which do not include Financial Information System Design and
Implementation fees, have been provided by TBS and RSM.

ALL OTHER FEES

         The  Company did not engage  GGK,  TBS,  RSM or GT to provide any other
services during the fiscal years ended December 31, 2005 and 2004.

                                      -8-

                                     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).

      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-K/A for the
              fiscal year ended December 31, 2003).

    **21.     Subsidiaries of the Company.

    **23.1    Consent  of  Independent   Registered  Public  Accounting  Firm  -
              Goldstein Golub Kessler LLP.

    **23.2    Consent of Independent  Registered  Public Accounting Firm - Grant
              Thornton 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, 2005.

                                      -9-

                                   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 28, 2006
```