- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * BARNETT STEVE M	2. Issuer Name and Ticker or Trading Symbol UCN INC [ UCNN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 666 DUNDEE ROAD STE 1704	3. Date of Earliest Transaction (MM/DD/YYYY) 11/5/2008
(Street) NORTHBROOK, IL 60062 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Common Stock	11/5/2008		A		60000	A	$0	438300	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	$3.05	11/5/2008		D  (1)			15000	(1)	1/14/2009	Common Stock	15000	(1)	0	D
Employee Stock Options	$3.05	11/5/2008		A  (1)		15000		(1)	11/5/2013	Common Stock	15000	(1)	15000	D
Employee Stock Options	$2.65	11/5/2008		D  (2)			5000	(2)	1/12/2010	Common Stock	5000	(2)	0	D
Employee Stock Options	$2.65	11/5/2008		A  (2)		5000		(2)	11/5/2013	Common Stock	5000	(2)	5000	D
Employee Stock Options	$2	11/5/2008		D  (3)			27500	(3)	11/8/2010	Common Stock	27500	(3)	0	D
Employee Stock Options	$2	11/5/2008		A  (3)		27500		(3)	11/5/2013	Common Stock	27500	(3)	27500	D
Employee Stock Options	$3.11	11/5/2008		D  (4)			27500	(4)	11/7/2011	Common Stock	27500	(4)	0	D
Employee Stock Options	$3.11	11/5/2008		A  (4)		27500		(4)	11/5/2013	Common Stock	27500	(4)	27500	D
Employee Stock Options	$4.57	11/5/2008		D  (5)			35000	(5)	11/7/2012	Common Stock	35000	(5)	0	D
Employee Stock Options	$4.57	11/5/2008		A  (5)		35000		(5)	11/5/2013	Common Stock	35000	(5)	35000	D
Employee Stock Options	$4.57	11/5/2008		D  (6)			25000	(6)	11/26/2012	Common Stock	25000	(6)	0	D
Employee Stock Options	$4.57	11/5/2008		A  (6)		25000		(6)	11/5/2013	Common Stock	25000	(6)	25000	D

Explanation of Responses:
( 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 14, 2004 and provides was immediately vested at grant date.
( 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 12, 2005 and provides was immediately vested at grant date.
( 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 November 8, 2005 and 2,292 options vested one month after grant date while the remaining 25,208 options vested one year after grant date.
( 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 November 7, 2006 and fully vested one year from grant date.
( 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 6, 2007 and fully vested one year from grant date.
( 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 26, 2007 and fully vested one year from grant date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARNETT STEVE M 666 DUNDEE ROAD STE 1704 NORTHBROOK, IL 60062	X

Signatures
/s/ Steve Barnett		11/7/2008
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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