SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549





                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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

                                    Delaware
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   04-2294493
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

                       9 Park Place, Great Neck, NY            11021
--------------------------------------------------------------------------------
               (Address of principal executive offices)      (Zip Code)

                       1988 INCENTIVE STOCK OPTION PLAN &
             1988 JOINT INCENTIVE & NON-QUALIFIED STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                A. F. Petrocelli
          Chairman of the Board, President and Chief Executive Officer
                              United Capital Corp.
                                  9 Park Place
                           Great Neck, New York 11021
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (516) 466-6464
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                           Proposed                Proposed
          Title of                                          maximum                 maximum
         securities                  Amount                offering                aggregate              Amount of
            to be                    to be                 price per               offering             registration
         registered                registered              share (1)               price (2)               fee (2)
----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                      <C>                   <C>                    <C>
Common Stock,                      2,000,000                $22.53                $45,058,830            $13,654.19
$.10 par value                     shares (1)(2)
======================================================================================================================
</TABLE>

(1)      There are also registered hereby such indeterminate number of shares of
         Common Stock as may become  issuable by reason of the  operation of the
         anti-dilution  provisions of the 1988 Incentive  Stock Option Plan (the
         "Incentive  Plan") of United Capital Corp. (the "Company") and the 1988
         Incentive and Non-Qualified  Stock Option Plan (the "1988 Plan") of the
         Company.
(2)      The contents of  Registration  Statements  on Form S-8 (No.  33-28045),
         (No.  33-65140)  and (No.  333-28395)  are  incorporated  by reference.
         Includes an aggregate of 444,000  shares with respect to which  options
         were  granted  under the  Incentive  Plan and 1988  Plan at an  average
         exercise price of $23.07 per share. An additional  1,556,000  shares of
         Common Stock may be offered under the  Incentive  Plan and 1988 Plan at
         prices not presently  determined.  Pursuant to Rule 457(g) and (h), the
         offering  price for the shares which may be issued under the  Incentive
         Plan and 1988 Plan is estimated  solely for the purpose of  determining
         the registration fee and is based on the closing price of the Company's
         Common Stock $22.38 as reported by the American Stock Exchange ("AMEX")
         on June 22, 1998.

<PAGE>
                   SUBJECT TO COMPLETION, DATED JUNE 24, 1998

PROSPECTUS

                                 771,681 SHARES

                              UNITED CAPITAL CORP.
                          Common Stock ($.10 par value)


         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders (the "Selling Shareholders") of shares (the "Shares") of the Common
Stock,  $.10 par value  (the  "Common  Stock"),  of United  Capital  Corp.  (the
"Company")  that may be issued by the Company to the Selling  Shareholders  upon
the exercise of outstanding stock options granted pursuant to the 1988 Incentive
Stock  Option  Plan (the  "Incentive  Plan")  and the 1988 Joint  Incentive  and
Non-Qualified  Stock Option Plan (the "1988 Plan") of the Company or pursuant to
an option  agreement  between the  Selling  Shareholders  and the  Company  (the
"Option  Agreement").   The  offer  and  sale  of  the  Shares  to  the  Selling
Shareholders  were  previously  registered  under the Securities Act of 1933, as
amended (the "Securities Act"). With respect to the Shares that may be issued to
any  of the  Selling  Shareholders  or  additional  persons  who  may be  deemed
affiliates  under the 1988 Plan and the Incentive  Plan,  this  Prospectus  also
relates to certain Shares underlying options which have not as of this date been
granted.  If and when such  options are granted,  the Company will  distribute a
Prospectus Supplement as required by the Act. The Shares are being reoffered and
resold for the account of the  Selling  Shareholders  and the  Company  will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the American Stock Exchange,  in negotiated  transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of  Distribution."  The Company will bear all expenses in connection  with
the preparation of this Prospectus.

         The  Common  Stock of the  Company  is  traded  on the  American  Stock
Exchange  under the symbol  "AFP." On June 23, 1998,  the closing  price for the
Common Stock, as reported by the American Stock Exchange, was $22.63.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is June 24, 1998.


                                       -1-

<PAGE>
                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS



AVAILABLE INFORMATION.........................................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................4

GENERAL INFORMATION...........................................................5

USE OF PROCEEDS...............................................................5

SELLING SHAREHOLDERS..........................................................5

PLAN OF DISTRIBUTION..........................................................6

LEGAL MATTERS.................................................................6

EXPERTS.......................................................................6

ADDITIONAL INFORMATION........................................................7


                                       -2-

<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1997 and Form 10-Q for the quarter ended March 31, 1998 are  incorporated by
reference  in this  Prospectus  and  shall be deemed  to be a part  hereof.  All
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act, prior to the termination of this offering,  are
deemed to be incorporated by reference in this Prospectus and shall be deemed to
be a part hereof from the date of filing of such documents.

         The Company's  Application  for  Registration of its Common Stock under
Section 12(b) of the Exchange Act filed on October 25, 1988 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to United Capital Corp. at 9 Park Place, Great Neck, New York 11021,
Attention:  Anthony J. Miceli,  Vice  President,  Treasurer and Chief  Financial
Officer.  Oral  requests  should be directed to such officer  (telephone  number
(516) 466- 6464).

                            ------------------------

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -3-

<PAGE>
                               GENERAL INFORMATION

         The Company was  incorporated  in 1980 in the State of Delaware and has
two industry segments:

                  1.       Real Estate Investment and Management.

                  2.       Manufacture and Sale of Engineered Products.

         The Company's principal executive offices are located at 9
Park Place, Great Neck, New York 11021.  The Company's telephone
number at such location is (516) 466-6464.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon exercise of options  granted to them and will be sold for the
account of the Selling Shareholders.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the Selling  Shareholders  under the Incentive  Plan,  the
1988 Plan or the Option Agreement.

         The following table sets forth (i) the number of shares of Common Stock
owned by each Selling Shareholder at June 20, 1998, (ii) the number of Shares to
be  offered  for  resale by each  Selling  Shareholder  and (iii) the number and
percentage  of  shares of Common  Stock to be held by each  Selling  Shareholder
after completion of the offering.

<TABLE>
<CAPTION>
                                                                                                    Number of shares of
                                                                                                       Common Stock/
                                                                                Number of          Percentage of Class to
                                                 Number of shares of          Shares to be             be Owned After
                                                Common Stock Owned at          Offered for           Completion of the
                   Name                             June 20, 1998                Resale                   Offering
----------------------------------------      ------------------------     -----------------     ------------------------

<S>                                                     <C>                         <C>               <C>
A.F. Petrocelli(1).........................             3,048,651(2)                647,381           2,849,524/48.7%

Anthony J. Miceli(3).......................                36,300(4)                 86,300                  0/0

Howard M. Lorber(5)   .....................                81,833(6)                 19,000               78,500/1.5%

Arnold M. Penner (7).......................                 3,333(8)                 19,000                  0/0
</TABLE>



                                       -4-

<PAGE>
(1)      Mr.  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 1981.

(2)      Mr.  Petrocelli  owns  directly  2,849,524  shares of Common  Stock and
         presently  exercisable  options to  purchase  199,127  shares of Common
         Stock.  Does not include  shares held by the wife and adult children or
         grandchildren of Mr. Petrocelli.  Mr. Petrocelli  disclaims  beneficial
         ownership  of  the  Shares  held  by  his  wife,   adult  children  and
         grandchildren.  Does not include options to purchase  448,254 shares of
         Common Stock which are not presently  exercisable or exercisable within
         60 days of June 20, 1998.

(3)      Mr.  Miceli  has been a  Director  and Chief  Financial  Officer of the
         Company since June, 1996 and prior thereto was Corporate Controller for
         more than four years.

(4)      Consists of presently  exercisable options. Does not include options to
         purchase  50,000  shares  of  Common  Stock  which  are  not  presently
         exercisable or exercisable within 60 days of June 20, 1998.

(5)      Mr. Lorber has been a Director since 1991.

(6)      Includes 36,800 shares owned by the Howard M. Lorber Irrevocable Trust.
         Mr. Lorber  disclaims  beneficial  ownership of all shares owned by the
         Howard M. Lorber Irrevocable Trust. Also includes 3,333 shares issuable
         upon the exercise of presently  exercisable  options.  Does not include
         options  to  purchase  15,667  shares  of  Common  Stock  which are not
         presently exercisable or exercisable within 60 days of June 20, 1998.

(7)      Mr. Penner has been a Director since 1989.

(8)      Consists of presently  exercisable options. Does not include options to
         purchase  15,667  shares  of  Common  Stock  which  are  not  presently
         exercisable or exercisable within 60 days of June 20, 1998.


                              PLAN OF DISTRIBUTION


         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.


                                  LEGAL MATTERS


         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig  LLP, New York, New York 10022.  Certain members of such firm
hold Common Stock of the Company.


                                     EXPERTS


         The consolidated financial statements incorporated by reference in this
prospectus and elsewhere in the  registration  statement,  to the extent and for
the periods indicated in their report, have been audited by Arthur Andersen LLP,
independent  public  accountants  and are included  herein in reliance  upon the
authority of said firm as experts in giving said report.

                                       -5-

<PAGE>
                             ADDITIONAL INFORMATION


         The Company has filed with the Securities and Exchange Commission three
Registration Statements on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statements.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration Statements,  each such statement being qualified in all respects by
such reference.

                                       -6-

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents By Reference

                  The following  documents  filed by United  Capital Corp.  (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

                  1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.

                  2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.

                  3. The  description  of the Company's  Common Stock,  $.10 par
value (the "Common Stock"), in the Company's  Registration Statement on Form 8-A
filed October 25, 1988.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended,  after
the effective date of this  registration  statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interest of Named Experts and Counsel

                  Certain members of Olshan Grundman Frome & Rosenzweig LLP hold
shares of Common Stock of the Company.



                                      II-1

<PAGE>
Item 6.           Indemnification of Directors and Officers

                  Article V of the By-Laws of the  Company  provides  that:  The
Company shall  indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or complete action, suit or proceedings,
whether civil, criminal,  administrative or investigative, or by or in the right
of the Company to procure  judgment in its favor,  by reason of the fact that he
is or was a director,  officer,  employee or agent of the Company,  or is or was
serving at the request of the Company as a director,  officer, employee or agent
of another corporation,  partnership,  joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably believed to be in or not opposed to the best interests of the Company
in accordance  with and to the full extent  permitted by statute  except that no
indemnification  shall be made in respect of any claim by or in the right of the
Company  as to which  such  person  shall  have been  adjudged  to be liable for
negligence or misconduct in the  performance  of his duty to the Company  unless
and only to the  extent  that the Court of  Chancery  or the court in which such
action or suit was brought shall determine upon  application  that,  despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of Chancery or such other court shall deem proper. Any indemnification
(unless  ordered by a court) shall be made by the Company only as  authorized in
the specific case upon a  determination  that  indemnification  of the director,
officer,  employee  or agent is proper (a) by the Board by a majority  vote of a
quorum  consisting  of directors  who were not parties to such  action,  suit or
proceeding,  (b) if such a quorum is not obtainable, or, even if obtainable if a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (c) by stockholders.  Expenses incurred in defending a civil
or criminal action,  suit or proceeding may be paid by the Company in advance of
the final  disposition  of such action,  suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an  undertaking by or on
behalf of the director,  officer,  employee or agent to repay such amount unless
it shall  ultimately be determined  that he is entitled to be indemnified by the
Company as  authorized  in this section.  The  indemnification  provided by this
section shall not be deemed exclusive of any other rights to which those seeking
indemnification  may be entitled  under the By-laws or any  agreement or vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,

                                      II-2

<PAGE>
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

                  The Company has Indemnity  Agreements  with certain  directors
and executive officers  (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  executive  officers  and  directors of the
Company.

Item 7.           Exemption From Registration Claimed

                  Not Applicable.

Item 8.           Exhibits

                  Exhibit Index

Exhibit

  4.1             1988 Incentive Stock Option Plan,  (incorporated  by reference
                  to the  Company's  Annual  Report on Form 10-K for the  fiscal
                  year ended December 31, 1994.*

  4.2             1988 Joint Incentive and  Non-Qualified  Stock Option Plan, as
                  amended  (incorporated  by reference to the  Company's  Annual
                  Report on Form 10-K for the  fiscal  year  ended  December  31
                  1994).*



--------
*  Previously filed.

                                      II-3

<PAGE>

  5.1             Opinion of Olshan Grundman Frome & Rosenzweig LLP. **

  23.1            Consent of Arthur Andersen LLP**

  23.2            Consent of Olshan Grundman Frome & Rosenzweig LLP (included in
                  Exhibit 5.1).**

  24              Power of  Attorney  (included  on the  signature  page of this
                  Registration Statement).**

--------
**       Filed herewith.


Item 9.           Undertakings

                  The undersigned registrant hereby undertakes:

                           a.      To file, during any period in which offers or
sales are being made, a post-effective  amendment to this registration statement
to include any material information with respect to the plan of distribution not
previously  disclosed in the  registration  statement or any material  change to
such information in the registration statement.

                           b.      That,  for the  purpose  of  determining  any
liability under the Securities Act of 1933, each such  post-effective  amendment
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

                           c.      To  remove  from  registration  by means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.



                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities Exchange Act of 1934) that is incorporated by reference in the


                                      II-4

<PAGE>
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  each such  liabilities  (other than the payment by the
registrant  of expenses  incurred or paid by a trustee,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted  by such  trustee,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-5

<PAGE>
                                   SIGNATURES


The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the   requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
post-effective  amendment  to the  registration  statement  to be  signed on its
behalf by the undersigned,  thereunto duly authorized in the City of Great Neck,
State of New York, on this 24th day of June, 1998.

                                      UNITED CAPITAL CORP.
                                           (Registrant)



                                      By:  /s/ A.F. Petrocelli
                                           ------------------------------------
                                           A.F. Petrocelli, Chairman,
                                           President and Chief Executive
                                           Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints A.F.  Petrocelli and Anthony J. Miceli,
and each of them,  his true and lawful  attorney-in-fact  and  agent,  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact  and agent or his  substitute may lawfully do or
cause to be done by virtue thereof.




                                      II-6

<PAGE>
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.


         Name                      Title                             Date
         ----                      -----                             ----

/s/ A.F. Petrocelli            Chairman,                         June 24, 1998
-------------------------      President and
A.F. Petrocelli                Chief Executive
                               Officer [Principal
                               Executive Officer]

/s/ Howard M. Lorber           Director                          June 24, 1998
-------------------------
Howard M. Lorber


/s/ Arnold S. Penner           Director                          June 24, 1998
-------------------------
Arnold S. Penner

/s/ Anthony J. Miceli          Vice President,                   June 24, 1998
-------------------------      Chief Financial
Anthony J. Miceli              Officer, Treasurer
                               and Director
                               [Principal
                               Financial Officer]



                                      II-7
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                    Delaware
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   04-2294493
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

                       9 Park Place, Great Neck, NY            11021
--------------------------------------------------------------------------------
               (Address of principal executive offices)      (Zip Code)

                       1988 INCENTIVE STOCK OPTION PLAN &
             1988 JOINT INCENTIVE & NON-QUALIFIED STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                A. F. Petrocelli
          Chairman of the Board, President and Chief Executive Officer
                              United Capital Corp.
                                  9 Park Place
                           Great Neck, New York 11021
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (516) 466-6464
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                           Proposed                Proposed
          Title of                                          maximum                 maximum
         securities                  Amount                offering                aggregate              Amount of
            to be                    to be                 price per               offering             registration
         registered                registered              share (1)               price (2)               fee (2)
----------------------------------------------------------------------------------------------------------------------
Common Stock,                      2,000,000                $22.53                $45,058,830            $13,654.19
$.10 par value                     shares (1)(2)
======================================================================================================================
(1)      There are also registered hereby such indeterminate number of shares of
         Common Stock as may become  issuable by reason of the  operation of the
         anti-dilution  provisions of the 1988 Incentive  Stock Option Plan (the
         "Incentive  Plan") of United Capital Corp. (the "Company") and the 1988
         Incentive and Non-Qualified  Stock Option Plan (the "1988 Plan") of the
         Company.
(2)      The contents of  Registration  Statements  on Form S-8 (No.  33-28045),
         (No.  33-65140)  and (No.  333-28395)  are  incorporated  by reference.
         Includes an aggregate of 444,000  shares with respect to which  options
         were  granted  under the  Incentive  Plan and 1988  Plan at an  average
         exercise price of $23.07 per share. An additional  1,556,000  shares of
         Common Stock may be offered under the  Incentive  Plan and 1988 Plan at
         prices not presently  determined.  Pursuant to Rule 457(g) and (h), the
         offering  price for the shares which may be issued under the  Incentive
         Plan and 1988 Plan is estimated  solely for the purpose of  determining
         the registration fee and is based on the closing price of the Company's
         Common Stock $22.38 as reported by the American Stock Exchange ("AMEX")
         on June 22, 1998.
SUBJECT TO COMPLETION, DATED JUNE 24, 1998

PROSPECTUS

                                 771,681 SHARES

                              UNITED CAPITAL CORP.
                          Common Stock ($.10 par value)

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders (the "Selling Shareholders") of shares (the "Shares") of the Common
Stock,  $.10 par value  (the  "Common  Stock"),  of United  Capital  Corp.  (the
"Company")  that may be issued by the Company to the Selling  Shareholders  upon
the exercise of outstanding stock options granted pursuant to the 1988 Incentive
Stock  Option  Plan (the  "Incentive  Plan")  and the 1988 Joint  Incentive  and
Non-Qualified  Stock Option Plan (the "1988 Plan") of the Company or pursuant to
an option  agreement  between the  Selling  Shareholders  and the  Company  (the
"Option  Agreement").   The  offer  and  sale  of  the  Shares  to  the  Selling
Shareholders  were  previously  registered  under the Securities Act of 1933, as
amended (the "Securities Act"). With respect to the Shares that may be issued to
any  of the  Selling  Shareholders  or  additional  persons  who  may be  deemed
affiliates  under the 1988 Plan and the Incentive  Plan,  this  Prospectus  also
relates to certain Shares underlying options which have not as of this date been
granted.  If and when such  options are granted,  the Company will  distribute a
Prospectus Supplement as required by the Act. The Shares are being reoffered and
resold for the account of the  Selling  Shareholders  and the  Company  will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the American Stock Exchange,  in negotiated  transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of  Distribution."  The Company will bear all expenses in connection  with
the preparation of this Prospectus.

         The  Common  Stock of the  Company  is  traded  on the  American  Stock
Exchange  under the symbol  "AFP." On June 23, 1998,  the closing  price for the
Common Stock, as reported by the American Stock Exchange, was $22.63.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is June 24, 1998.

                                       -1-
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor,  New York,  New York 10048.  Copies of such material can be obtained from
the Public  Reference  Section of the Commission at Judiciary  Plaza,  450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS

AVAILABLE INFORMATION.........................................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................4

GENERAL INFORMATION...........................................................5

USE OF PROCEEDS...............................................................5

SELLING SHAREHOLDERS..........................................................5

PLAN OF DISTRIBUTION..........................................................6

LEGAL MATTERS.................................................................6

EXPERTS.......................................................................6

ADDITIONAL INFORMATION........................................................7

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1997 and Form 10-Q for the quarter ended March 31, 1998 are  incorporated by
reference  in this  Prospectus  and  shall be deemed  to be a part  hereof.  All
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act, prior to the termination of this offering,  are
deemed to be incorporated by reference in this Prospectus and shall be deemed to
be a part hereof from the date of filing of such documents.

         The Company's  Application  for  Registration of its Common Stock under
Section 12(b) of the Exchange Act filed on October 25, 1988 is  incorporated  by
reference in this Prospectus and shall be deemed to be a part hereof.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to United Capital Corp. at 9 Park Place, Great Neck, New York 11021,
Attention:  Anthony J. Miceli,  Vice  President,  Treasurer and Chief  Financial
Officer.  Oral  requests  should be directed to such officer  (telephone  number
(516) 466- 6464).

                            ------------------------

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -3-
GENERAL INFORMATION

         The Company was  incorporated  in 1980 in the State of Delaware and has
two industry segments:

                  1.       Real Estate Investment and Management.

                  2.       Manufacture and Sale of Engineered Products.

         The Company's principal executive offices are located at 9
Park Place, Great Neck, New York 11021.  The Company's telephone
number at such location is (516) 466-6464.

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon exercise of options  granted to them and will be sold for the
account of the Selling Shareholders.

                                 USE OF PROCEEDS

         The  Company  will  receive  the  exercise  price of the  options  when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company.  The Company will not receive any of the proceeds  from
the reoffer and resale of the Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the Selling  Shareholders  under the Incentive  Plan,  the
1988 Plan or the Option Agreement.

         The following table sets forth (i) the number of shares of Common Stock
owned by each Selling Shareholder at June 20, 1998, (ii) the number of Shares to
be  offered  for  resale by each  Selling  Shareholder  and (iii) the number and
percentage  of  shares of Common  Stock to be held by each  Selling  Shareholder
after completion of the offering.
Number of shares of
                                                                                                       Common Stock/
                                                                                Number of          Percentage of Class to
                                                 Number of shares of          Shares to be             be Owned After
                                                Common Stock Owned at          Offered for           Completion of the
                   Name                             June 20, 1998                Resale                   Offering
----------------------------------------      ------------------------     -----------------     ------------------------
A.F. Petrocelli(1).........................             3,048,651(2)                647,381           2,849,524/48.7%

Anthony J. Miceli(3).......................                36,300(4)                 86,300                  0/0

Howard M. Lorber(5)   .....................                81,833(6)                 19,000               78,500/1.5%

Arnold M. Penner (7).......................                 3,333(8)                 19,000                  0/0
-4-
(1)      Mr.  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 1981.

(2)      Mr.  Petrocelli  owns  directly  2,849,524  shares of Common  Stock and
         presently  exercisable  options to  purchase  199,127  shares of Common
         Stock.  Does not include  shares held by the wife and adult children or
         grandchildren of Mr. Petrocelli.  Mr. Petrocelli  disclaims  beneficial
         ownership  of  the  Shares  held  by  his  wife,   adult  children  and
         grandchildren.  Does not include options to purchase  448,254 shares of
         Common Stock which are not presently  exercisable or exercisable within
         60 days of June 20, 1998.

(3)      Mr.  Miceli  has been a  Director  and Chief  Financial  Officer of the
         Company since June, 1996 and prior thereto was Corporate Controller for
         more than four years.

(4)      Consists of presently  exercisable options. Does not include options to
         purchase  50,000  shares  of  Common  Stock  which  are  not  presently
         exercisable or exercisable within 60 days of June 20, 1998.

(5)      Mr. Lorber has been a Director since 1991.

(6)      Includes 36,800 shares owned by the Howard M. Lorber Irrevocable Trust.
         Mr. Lorber  disclaims  beneficial  ownership of all shares owned by the
         Howard M. Lorber Irrevocable Trust. Also includes 3,333 shares issuable
         upon the exercise of presently  exercisable  options.  Does not include
         options  to  purchase  15,667  shares  of  Common  Stock  which are not
         presently exercisable or exercisable within 60 days of June 20, 1998.

(7)      Mr. Penner has been a Director since 1989.

(8)      Consists of presently  exercisable options. Does not include options to
         purchase  15,667  shares  of  Common  Stock  which  are  not  presently
         exercisable or exercisable within 60 days of June 20, 1998.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig  LLP, New York, New York 10022.  Certain members of such firm
hold Common Stock of the Company.

                                     EXPERTS

         The consolidated financial statements incorporated by reference in this
prospectus and elsewhere in the  registration  statement,  to the extent and for
the periods indicated in their report, have been audited by Arthur Andersen LLP,
independent  public  accountants  and are included  herein in reliance  upon the
authority of said firm as experts in giving said report.

                                       -5-
ADDITIONAL INFORMATION

         The Company has filed with the Securities and Exchange Commission three
Registration Statements on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statements.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration Statements,  each such statement being qualified in all respects by
such reference.

                                       -6-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents By Reference

                  The following  documents  filed by United  Capital Corp.  (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

                  1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.

                  2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.

                  3. The  description  of the Company's  Common Stock,  $.10 par
value (the "Common Stock"), in the Company's  Registration Statement on Form 8-A
filed October 25, 1988.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended,  after
the effective date of this  registration  statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interest of Named Experts and Counsel

                  Certain members of Olshan Grundman Frome & Rosenzweig LLP hold
shares of Common Stock of the Company.

                                      II-1
Item 6.           Indemnification of Directors and Officers

                  Article V of the By-Laws of the  Company  provides  that:  The
Company shall  indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or complete action, suit or proceedings,
whether civil, criminal,  administrative or investigative, or by or in the right
of the Company to procure  judgment in its favor,  by reason of the fact that he
is or was a director,  officer,  employee or agent of the Company,  or is or was
serving at the request of the Company as a director,  officer, employee or agent
of another corporation,  partnership,  joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably believed to be in or not opposed to the best interests of the Company
in accordance  with and to the full extent  permitted by statute  except that no
indemnification  shall be made in respect of any claim by or in the right of the
Company  as to which  such  person  shall  have been  adjudged  to be liable for
negligence or misconduct in the  performance  of his duty to the Company  unless
and only to the  extent  that the Court of  Chancery  or the court in which such
action or suit was brought shall determine upon  application  that,  despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of Chancery or such other court shall deem proper. Any indemnification
(unless  ordered by a court) shall be made by the Company only as  authorized in
the specific case upon a  determination  that  indemnification  of the director,
officer,  employee  or agent is proper (a) by the Board by a majority  vote of a
quorum  consisting  of directors  who were not parties to such  action,  suit or
proceeding,  (b) if such a quorum is not obtainable, or, even if obtainable if a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (c) by stockholders.  Expenses incurred in defending a civil
or criminal action,  suit or proceeding may be paid by the Company in advance of
the final  disposition  of such action,  suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an  undertaking by or on
behalf of the director,  officer,  employee or agent to repay such amount unless
it shall  ultimately be determined  that he is entitled to be indemnified by the
Company as  authorized  in this section.  The  indemnification  provided by this
section shall not be deemed exclusive of any other rights to which those seeking
indemnification  may be entitled  under the By-laws or any  agreement or vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,

                                      II-2
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

                  The Company has Indemnity  Agreements  with certain  directors
and executive officers  (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  executive  officers  and  directors of the
Company.

Item 7.           Exemption From Registration Claimed

                  Not Applicable.

Item 8.           Exhibits

                  Exhibit Index

Exhibit

  4.1             1988 Incentive Stock Option Plan,  (incorporated  by reference
                  to the  Company's  Annual  Report on Form 10-K for the  fiscal
                  year ended December 31, 1994.*

  4.2             1988 Joint Incentive and  Non-Qualified  Stock Option Plan, as
                  amended  (incorporated  by reference to the  Company's  Annual
                  Report on Form 10-K for the  fiscal  year  ended  December  31
                  1994).*

--------
*  Previously filed.

                                      II-3
5.1             Opinion of Olshan Grundman Frome & Rosenzweig LLP. **

  23.1            Consent of Arthur Andersen LLP**

  23.2            Consent of Olshan Grundman Frome & Rosenzweig LLP (included in
                  Exhibit 5.1).**

  24              Power of  Attorney  (included  on the  signature  page of this
                  Registration Statement).**

--------
**       Filed herewith.

Item 9.           Undertakings

                  The undersigned registrant hereby undertakes:

                           a.      To file, during any period in which offers or
sales are being made, a post-effective  amendment to this registration statement
to include any material information with respect to the plan of distribution not
previously  disclosed in the  registration  statement or any material  change to
such information in the registration statement.

                           b.      That,  for the  purpose  of  determining  any
liability under the Securities Act of 1933, each such  post-effective  amendment
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

                           c.      To  remove  from  registration  by means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities Exchange Act of 1934) that is incorporated by reference in the

                                      II-4
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  each such  liabilities  (other than the payment by the
registrant  of expenses  incurred or paid by a trustee,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted  by such  trustee,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the   requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
post-effective  amendment  to the  registration  statement  to be  signed on its
behalf by the undersigned,  thereunto duly authorized in the City of Great Neck,
State of New York, on this 24th day of June, 1998.

                                      UNITED CAPITAL CORP.
                                           (Registrant)

                                      By:  /s/ A.F. Petrocelli
                                           ------------------------------------
                                           A.F. Petrocelli, Chairman,
                                           President and Chief Executive
                                           Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints A.F.  Petrocelli and Anthony J. Miceli,
and each of them,  his true and lawful  attorney-in-fact  and  agent,  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact  and agent or his  substitute may lawfully do or
cause to be done by virtue thereof.

                                      II-6
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         Name                      Title                             Date
         ----                      -----                             ----

/s/ A.F. Petrocelli            Chairman,                         June 24, 1998
-------------------------      President and
A.F. Petrocelli                Chief Executive
                               Officer [Principal
                               Executive Officer]

/s/ Howard M. Lorber           Director                          June 24, 1998
-------------------------
Howard M. Lorber

/s/ Arnold S. Penner           Director                          June 24, 1998
-------------------------
Arnold S. Penner

/s/ Anthony J. Miceli          Vice President,                   June 24, 1998
-------------------------      Chief Financial
Anthony J. Miceli              Officer, Treasurer
                               and Director
                               [Principal
                               Financial Officer]

                                      II-7