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 * KOEPPE PAUL F   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) 2825 BREWERY RD 3. Date of Earliest Transaction (Month/Day/Year) 11/05/2008 (Street) CROSS PLAINS, WI 53528 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 Common Stock 11/05/2008   A   57,000 A $ 0 261,260 D

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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	$ 2.25	11/05/2008		D(1)			30,000	(1)	09/29/2009	Common Stock	30,000	(1)	0	D
Employee Stock Options	$ 2.25	11/05/2008		A(1)		30,000		(1)	11/05/2013	Common Stock	30,000	(1)	30,000	D
Employee Stock Options	$ 2.65	11/05/2008		D(2)			5,000	(2)	01/12/2010	Common Stock	5,000	(2)	0	D
Employee Stock Options	$ 2.65	11/05/2008		A(2)		5,000		(2)	11/05/2013	Common Stock	5,000	(2)	5,000	D
Employee Stock Options	$ 2	11/05/2008		D(3)			25,000	(3)	11/08/2010	Common Stock	25,000	(3)	0	D
Employee Stock Options	$ 2	11/05/2008		A(3)		25,000		(3)	11/05/2013	Common Stock	25,000	(3)	25,000	D
Employee Stock Options	$ 3.11	11/05/2008		D(4)			25,000	(4)	11/07/2011	Common Stock	25,000	(4)	0	D
Employee Stock Options	$ 3.11	11/05/2008		A(4)		25,000		(4)	11/05/2013	Common Stock	25,000	(4)	25,000	D
Employee Stock Options	$ 4.57	11/05/2008		D(5)			32,000	(5)	11/07/2012	Common Stock	32,000	(5)	0	D
Employee Stock Options	$ 4.57	11/05/2008		A(5)		32,000		(5)	11/05/2013	Common Stock	32,000	(5)	32,000	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KOEPPE PAUL F 2825 BREWERY RD CROSS PLAINS, WI 53528	X

Signatures

/s/ Paul Koeppe		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 September 29, 2004 and provides for vesting in three equal annual installments commencing on September 29, 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 January 12, 2005 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 November 8, 2005 and 2,083 vested one month from the grant date and the remaining 22,917 vested one year from the 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 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 vested one year from grant date.

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