Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JARMAN PAUL
   2. Issuer Name and Ticker or Trading Symbol
UCN INC [UCNN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
3726 E. BRIGHTON POINT DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
11/05/2008
(Street)

SANDY, UT 84121		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options $ 2.7 11/05/2008   D(1)     74,161.75   (1) 05/10/2010 Common Stock 74,161.75 (1) 0 D  
Employee Stock Options $ 2.7 11/05/2008   A(1)   74,161.75     (1) 11/05/2013 Common Stock 74,161.75 (1) 74,161.75 D  
Employee Stock Options $ 5.39 11/05/2008   D(2)     18,540.5   (2) 05/10/2010 Common Stock 18,540.5 (2) 0 D  
Employee Stock Options $ 5.39 11/05/2008   A(2)   18,540.5     (2) 11/05/2013 Common Stock 18,540.5 (2) 18,540.5 D  
Employee Stock Options $ 2.7 11/05/2008   D(3)     37,081   (3) 05/10/2010 Common Stock 37,081 (3) 0 D  
Employee Stock Options $ 2.7 11/05/2008   A(3)   37,081     (3) 11/05/2013 Common Stock 37,081 (3) 37,081 D  
Employee Stock Options $ 2 11/05/2008   D(4)     87,015   (4) 06/01/2009 Common Stock 87,015 (4) 0 D  
Employee Stock Options $ 2 11/05/2008   A(4)   87,015     (4) 11/05/2013 Common Stock 87,015 (4) 87,015 D  
Employee Stock Options $ 2.5 11/05/2008   D(5)     150,000   (5) 11/08/2008 Common Stock 150,000 (5) 0 D  
Employee Stock Options $ 2.5 11/05/2008   A(5)   150,000     (5) 11/05/2013 Common Stock 150,000 (5) 150,000 D  
Employee Stock Options $ 2.5 11/05/2008   D(6)     150,000   (6) 11/08/2010 Common Stock 150,000 (6) 0 D  
Employee Stock Options $ 2.5 11/05/2008   A(6)   150,000     (6) 11/05/2013 Common Stock 150,000 (6) 150,000 D  
Employee Stock Options $ 2 11/08/2005   D(7)     75,000   (7) 11/08/2010 Common Stock 75,000 (7) 0 D  
Employee Stock Options $ 2 11/05/2008   A(7)   75,000     (7) 11/05/2013 Common Stock 75,000 (7) 75,000 D  
Employee Stock Options $ 3.5 11/05/2008   D(8)     225,000   (8) 03/07/2012 Common Stock 225,000 (8) 0 D  
Employee Stock Options $ 3.5 11/05/2008   A(8)   225,000     (8) 11/05/2013 Common Stock 225,000 (8) 225,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JARMAN PAUL
3726 E. BRIGHTON POINT DRIVE
SANDY, UT 84121		       Chief Executive Officer  

Signatures

 /s/ Paul Jarman   11/07/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 1, 1999 and were immediatly vested upon grant.
(2) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 1, 1999 and were immediatly vested upon grant.
(3) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 1, 1999 and half vested on May 15, 1999 while the remaining half vested on May 15, 2000.
(4) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on May 13, 1999 and were fully vested on June 1, 1999.
(5) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on November 11, 2003 provides for vesting in three equal annual installments commencing on November 11, 2004.
(6) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on November 8, 2005 and were immediatly vested upon grant.
(7) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on November 8, 2005 provides for vesting in three equal annual installments commencing on November 8, 2006.
(8) The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on March 7, 2007 and provides for vesting in three equal annual installments commencing on March 7, 2008.

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