- 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 * WELCH SCOTT	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 Operating Officer
(Last)          (First)          (Middle) 825 WEST 700 NORTH	3. Date of Earliest Transaction (MM/DD/YYYY) 11/5/2008
(Street) AMERICAN FORK, UT 84003 (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

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)			25000	(1)	1/14/2009	Common Stock	25000	(1)	0	D
Employee Stock Options	$3.05	11/5/2008		A  (1)		25000		(1)	11/5/2013	Common Stock	25000	(1)	25000	D
Employee Stock Options	$2	11/5/2008		D  (2)			50000	(2)	11/9/2009	Common Stock	50000	(2)	0	D
Employee Stock Options	$2	11/5/2008		A  (2)		50000		(2)	11/5/2013	Common Stock	50000	(2)	50000	D
Employee Stock Options	$2	11/5/2008		D  (3)			50000	(3)	6/29/2010	Common Stock	50000	(3)	0	D
Employee Stock Options	$2	11/5/2008		A  (3)		50000		(3)	11/5/2013	Common Stock	50000	(3)	50000	D
Employee Stock Options	$3.5	11/5/2008		D  (4)			150000	(4)	3/7/2012	Common Stock	150000	(4)	0	D
Employee Stock Options	$3.5	11/5/2008		A  (4)		150000		(4)	11/5/2013	Common Stock	150000	(4)	150000	D
Employee Stock Options	$4.2	11/5/2008		D  (5)			25000	(5)	1/9/2013	Common Stock	25000	(5)	0	D
Employee Stock Options	$4.2	11/5/2008		A  (5)		25000		(5)	11/5/2013	Common Stock	25000	(5)	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 for vesting in three equal annual installments commencing on January 14, 2005.
( 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 November 9, 2004 and provides for vesting in three equal annual installments commencing on November 9, 2005.
( 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 June 29, 2005 and provides for vesting in three equal annual installments commencing on June 29, 2006.
( 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 March 7, 2007 and provides for vesting in three equal annual installments commencing on March 7, 2008.
( 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 January 9, 2008 and provides for vesting in three equal annual installments commencing on January 9, 2009.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WELCH SCOTT 825 WEST 700 NORTH AMERICAN FORK, UT 84003			Chief Operating Officer

Signatures
/s/ Scott Welch		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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