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,   400,000 shares
$.10 par value      (1)(2)         $16.60      $6,640,536.58     $2,012.28

================================================================================

(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.
<PAGE>

(2)  The contents of Registration Statements on Form S-8 (No. 33-28045) and (No.
     33-65140)  are  incorporated by reference.  Includes an aggregate of 80,619
     shares with respect to which options were granted under the Incentive  Plan
     and  1988  Plan at an  average  exercise  price of  $10.07  per  share.  An
     additional  319,381  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  ($18.25) as reported by the American
     Stock Exchange ("AMEX") on May 22, 1997.


                                       -1-
<PAGE>
                   SUBJECT TO COMPLETION, DATED JUNE __, 1997

PROSPECTUS

                                 271,300 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 2, 1997,  the closing price for
the Common Stock, as reported by the American Stock Exchange, was $18-5/8.

          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 3, 1997.

                                       -2-
<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.................................................... 6



                                       -3-
<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


                  The  Company's  Annual  Report on Form 10-K for the year ended
December 31, 1996 is  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.


                                       -4-

<PAGE>
                               GENERAL INFORMATION

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

                  1.   Real Estate Investment and Management.

                  2.   Manufacture and Sale of Antenna Systems.

                  3.   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 April 1, 1997, (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                       April 1, 1997                Resale                      Offering
--------------------------------    ---------------------    -------------------     -------------------------------

<S>                                    <C>                          <C>                    <C>            
A.F. Petrocelli(1)..............       3,016,424(2)                 225,000                2,891,424/52.5%

Anthony J. Miceli(3)............          26,300                     26,300                        0/0

Howard M. Lorber(4)   ..........          78,500(5)                  20,000                   58,500/1.1%

</TABLE>


                                       -5-
<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  2,891,424 shares of Common Stock
                  and presently  exercisable  options to purchase 125,000 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.

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

(5)               Includes  21,700 shares owned by Mr.  Lorber's wife and 36,800
                  shares owned by the Howard M. Lorber  Irrevocable  Trust.  Mr.
                  Lorber disclaims  beneficial  ownership of all shares owned by
                  Mr. Lorber's wife and the Howard M. Lorber Irrevocable Trust.

                              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 accounting  and auditing
in giving said report.

                             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, 1996.

         2.       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.

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

                                      II-1
<PAGE>
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,  employee  or agent and shall  inure to the  benefit  of the
heirs, executors and administrators of such a person.


                                      II-2
<PAGE>
         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).*



      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).**



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


                                      II-3
<PAGE>



*      Previously filed.

**     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  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


                                      II-4
<PAGE>
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 30th day of May, 1997.



                                 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.


         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, President and Chief       May 30, 1997
--------------------------      Executive Officer [Principal
A.F. Petrocelli                 Executive Officer]

/s/ Howard M. Lorber            Director                            May 30, 1997
--------------------------
Howard M. Lorber

/s/ Arnold S. Penner            Director                            May 30, 1997
--------------------------
Arnold S. Penner

/s/ Anthony J. Miceli           Vice President, Chief               May 30, 1997
--------------------------      Financial Officer, Treasurer
Anthony J. Miceli               and Director [Principal
                                Financial Officer]



                                      II-7
<PAGE>
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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,   400,000 shares
$.10 par value      (1)(2)         $16.60      $6,640,536.58     $2,012.28

================================================================================

(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) and (No.
     33-65140)  are  incorporated by reference.  Includes an aggregate of 80,619
     shares with respect to which options were granted under the Incentive  Plan
     and  1988  Plan at an  average  exercise  price of  $10.07  per  share.  An
     additional  319,381  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  ($18.25) as reported by the American
     Stock Exchange ("AMEX") on May 22, 1997.

                                       -1-
SUBJECT TO COMPLETION, DATED JUNE __, 1997

PROSPECTUS

                                 271,300 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 2, 1997,  the closing price for
the Common Stock, as reported by the American Stock Exchange, was $18-5/8.

          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 3, 1997.

                                       -2-
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.................................................... 6

                                       -3-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The  Company's  Annual  Report on Form 10-K for the year ended
December 31, 1996 is  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.

                                       -4-
GENERAL INFORMATION

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

                  1.   Real Estate Investment and Management.

                  2.   Manufacture and Sale of Antenna Systems.

                  3.   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 April 1, 1997, (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                       April 1, 1997                Resale                      Offering
--------------------------------    ---------------------    -------------------     -------------------------------
A.F. Petrocelli(1)..............       3,016,424(2)                 225,000                2,891,424/52.5%

Anthony J. Miceli(3)............          26,300                     26,300                        0/0

Howard M. Lorber(4)   ..........          78,500(5)                  20,000                   58,500/1.1%
-5-
(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  2,891,424 shares of Common Stock
                  and presently  exercisable  options to purchase 125,000 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.

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

(5)               Includes  21,700 shares owned by Mr.  Lorber's wife and 36,800
                  shares owned by the Howard M. Lorber  Irrevocable  Trust.  Mr.
                  Lorber disclaims  beneficial  ownership of all shares owned by
                  Mr. Lorber's wife and the Howard M. Lorber Irrevocable Trust.

                              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 accounting  and auditing
in giving said report.

                             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, 1996.

         2.       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.

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

                                      II-1
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,  employee  or agent and shall  inure to the  benefit  of the
heirs, executors and administrators of such a person.

                                      II-2
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).*

      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).**

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

                                      II-3
*      Previously filed.

**     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  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

                                      II-4
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 30th day of May, 1997.

                                 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.

         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, President and Chief       May 30, 1997
--------------------------      Executive Officer [Principal
A.F. Petrocelli                 Executive Officer]

/s/ Howard M. Lorber            Director                            May 30, 1997
--------------------------
Howard M. Lorber

/s/ Arnold S. Penner            Director                            May 30, 1997
--------------------------
Arnold S. Penner

/s/ Anthony J. Miceli           Vice President, Chief               May 30, 1997
--------------------------      Financial Officer, Treasurer
Anthony J. Miceli               and Director [Principal
                                Financial Officer]

                                      II-7