`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, 2000
                          ------------------------------------------------------


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

For the transition period from                     to
                               -------------------    --------------------------

                         Commission file number 1-10104
                                                -------

                              UNITED CAPITAL CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

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

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

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


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



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

                                      None

         Indicate by check mark whether the registrant: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No _____ .

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

         The aggregate market value of the shares of the voting stock held by
nonaffiliates of the Registrant as of April 10, 2001 was approximately
$20,953,000.

         The number of shares of the Registrant's $.10 par value Common Stock
outstanding as of April 10, 2001 was 4,697,915.



                                    PART III

ITEM 10.          Directors and Executive Officers of the Registrant

                                   MANAGEMENT

         As of April 10, 2001, 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,                    57
                           President and Chief
                           Executive Officer of the
                           Company

Anthony J. Miceli     Vice President, Chief                     38
                           Financial Officer and
                           Secretary of the Company

Arnold S. Penner      Self employed real estate                 64
                           investor and broker

Howard M. Lorber      President and Chief Operating             52
                        Officer of New Valley
                        Corporation and Vector Group
                        Ltd.

         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 has been Chairman of the Board of
Directors, President and Chief Executive Officer of Prime Hospitality
Corp. ("Prime"), a New York Stock Exchange listed company since 1998, and
a Director of Prime since 1992.  Mr. Petrocelli is also a Director of
Boyar Value Fund (a public mutual fund), a Director of Philips
International Realty Corp. and a Director of Nathan's Famous Inc.
("Nathan's").

         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 seven 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 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 and Lorber Associates, Inc.
("Hallman and 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 of such committees since 1998. He
also became President and Chief Operating Officer of Vector Group Ltd. in
January 2001.

ITEM 11.      Executive Compensation

     The following table sets forth, for the Company's 2000 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, 2000 and whose salary and bonus exceeded $100,000 (one
individual) with respect to the fiscal year ended December 31, 2000.

                                               SUMMARY COMPENSATION TABLE


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

A.F. Petrocelli,            2000       650,000    700,000      ----         300,000          ----
   Chairman of the          1999       650,000    700,000      ----         300,000          ----
   Board, President         1998       650,000    700,000      ----         300,000          ----
   and Chief Executive
   Officer


Anthony J. Miceli,          2000       160,000    100,000      ----          10,000          ----
   Vice President and       1999       150,577    100,000      ----          30,000          ----
   Chief Financial          1998       142,619     70,000      ----          30,000          ----
   Officer






(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-



OPTION GRANTS DURING 2000 FISCAL YEAR

        The following table provides  information related to options to purchase
Common Stock granted to the CEO and the named executive officer during 2000. The
Company  currently  does not have any  plans  providing  for the  grant of stock
appreciation rights.




                              Individual Grants
-----------------------------------------------------------------------------         Potential Realizable
                                     % of Total                                      at Assumed Rates of Stock
                                      Options                                       Price Appreciation for
                                      Granted                                             Option Term(2)
                         Number of       to       Exercise                          --------------------------
                        Securities   Employees    or Base
                        Underlying   in Fiscal     Price
Name                     Option(#)     Year      ($/Sh)(1)    Expiration Date        5%            10%
------------------       ---------   ---------   ---------    ---------------    ----------    ----------

A.F. Petrocelli           300,000       80.1      $13.0625       June 7, 2010    $2,464,481    $6,245,478

Anthony J. Miceli          10,000        2.7      $13.0625       June 7, 2010       $82,149      $208,183


(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.

                                      -3-


FISCAL YEAR END OPTION VALUES

        No options were exercised by the CEO or the named executive officer
during the fiscal year ended December 31, 2000. The following table provides
information related to the number and value of options held by the CEO and the
named executive officer at fiscal year end.



              Number of Securities Underlying  Value of Unexercised In-the-money
               Unexercised Options At FY-end         Options At FY-end ($)
                                                             (1)
             --------------------------------  ---------------------------------
Name                 Exercisable   Unexercisable   Exercisable     Unexercisable
----                 -----------   -------------   -----------     -------------


A.F. Petrocelli.....    572,381       600,000       237,500           581,250
Anthony J. Miceli...     85,000        40,000       171,250            26,875


(1)     Based on the closing price of a share of Common Stock on December
        31, 2000 of $14.625, 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


                                        Years of Service
             -------------------------------------------------------------------------------
  Salary        10              15            20            25            30            35
 -------      ------          ------        ------        ------        ------        ------

$ 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
 170,000      24,250          36,375        48,500        60,625        72,750        84,875

        The Company did not make any contributions for the benefit of executive
officers for the year ended December 31, 2000.

                                      -4-



        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 six years and Anthony J. Miceli thirteen years,
respectively.

        Subject to compensation limitations under the Employee Retirement Income
Security Act of 1974, which was $170,000 in 2000, 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

        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 10, 2001 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:

                                      -5-



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

A.F. Petrocelli                                                3,387,705(1)(2)                        61.9%
9 Park Place
Great Neck, NY 11021

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

Anthony J. Miceli                                                 99,633(3)                            2.1%

Arnold S. Penner                                                  25,666(4)                               *

Howard M. Lorber                                                 134,166(5)                            2.8%

All executive officers and                                     3,647,170(1)(3)                        64.9%
directors as a group (4                                                 (4)(5)
persons)


*       Less than 1%

(1)     Mr. Petrocelli owns directly 2,615,324 shares of common stock and
        presently exercisable options or options exercisable within 60
        days of April 10, 2001 to purchase 772,381 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 10, 2001 to
        purchase 98,333 shares of Common Stock.

                                      -6-




(4)     Consists of 25,666 shares issuable upon the exercise of options
        which are exercisable within 60 days of April 10, 2001.

(5)     Includes 30,000 shares owned by Hallman and 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 and Lorber Associates Profit Sharing
        Plan and the Howard M. Lorber Irrevocable Trust.  Also includes
        25,666 shares issuable upon the exercise of options which are
        exercisable within 60 days of April 10, 2001.

(6)     Includes the shares of Common Stock subject to options which are
        presently exercisable or exercisable within 60 days after April 10, 2001
        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, 2000.
Specific descriptions of these transactions are provided below.

        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 $165,000 for 2000. Included in the Company's marketable securities
at December 31, 2000 was approximately $29,101,000 of Common Stock in Prime
which represents approximately 5.6% of Prime's outstanding shares.

        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

                                      -7-



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

        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
maturity date of the note has been extended in accordance with its original
terms from February 2001 to February 2002 and the note bears interest at 14% per
annum payable monthly. The participants also received a commitment fee of 4% in
connection with the loan and an additional commitment fee of 4% in connection
with the extension of the maturity date of the note. A.F. 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: April 20, 2001


                                       -8-`