UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June ~~February 22~~7, 2011

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

Delaware	1-10104	04-2294493
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (516) 466-6464

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~February~~June 227, 2011 A.F. Petrocelli, the Chairman of the Board, President and Chief Executive Officer of United Capital Corp. (the “Company”), asold ~~Delaware~~to ~~corporation~~the Company 400,000 shares of the Company’s Common Stock, $.10 par value (the “~~Company~~Common Stock”), ~~announced~~at ~~its~~a ~~results~~purchase ~~for~~price of $25.39 per share. The sales price was the ~~fourth~~closing ~~quarter~~price ~~and~~of ~~year~~the ~~ended~~Company’s ~~December~~Common 31Stock on June 6, ~~2010~~2011. AThe ~~copy~~sale of the ~~press~~Common ~~release~~Stock isto ~~furnished~~the asCompany ~~Exhibit~~was ~~99.1~~approved toby ~~this~~a ~~report~~Committee of the Board of Directors consisting of all of the Directors of the Company other than Mr. Petrocelli.

The information furnished pursuant to this Current Report on Form 8-K, including the exhibit hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01.

Financial Statements and Exhibits.

~~(c) Exhibits~~Exhibit 99.1-- Agreement, dated June 7, 2011, between the Company and A. F. Petrocelli

Exhibit No. Exhibits

99.1 Press Release dated February 22, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 22, 2011	UNITED CAPITAL CORP.
Dated: June 10, 2011	UNITED CAPITAL CORP.
	By:	/s/ Anthony J. Miceli
		Name:	Anthony J. Miceli
		Title:	Vice President, Chief Financial Officer and Secretary

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