UNITED COMPANIES LIFE INSURANCE CO
8-K, 1996-10-21
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                      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  October 21, 1996
                                        ----------------



UNITED  COMPANIES  LIFE  INSURANCE  COMPANY
- -------------------------------------------
(EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)


                                   33-91358
                                   33-91362
                                   33-95968
           LOUISIANA               33-95778                   72-0475131
- ------------------------------------------------------------------------------
(State  or  other  jurisdiction  (Commission                (IRS Employer
       of  incorporation)        File Number)              Identification No.)


8545  United  Plaza  Boulevard,  Baton  Rouge,  LA                  70809-2251
- ------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip  Code)

Registrant's  telephone  number,  including  area  code      504/924-6007
                                                             ------------


                                Not Applicable
- ------------------------------------------------------------------------------
        (Former name or former address, if changes since last report.)







<PAGE>
Item  4.    Change  in  Registrant's  Certifying  Accountants.


     As  previously  reported on Form 8-K on August 13, 1996, Pacific Life and
Accident  Insurance  Company,  a wholly-owned subsidiary of PennCorp Financial
Group,  Inc.  ("PennCorp"),  acquired  100%  of  the  outstanding  stock  of
United  Companies  Life Insurance Company ("UCLIC"), a wholly-owned subsidiary
of United Companies Financial Corporation ("UCFC"), pursuant to an Amended and
Restated  Stock  Purchase  Agreement  dated  as  of  July  24,  1996.

     As  a  result  of  the  transaction  described  above,  UCLIC's  Board of
Directors  has  approved  the  engagement  of  KPMG  Peat  Marwick  LLP as its
certifying  accountants  effective  October  17,  1996.    KPMG  Peat  Marwick
currently  serves PennCorp and its subsidiaries as its certifying accountants.

     UCLIC  previously  utilized  the services of Deloitte and Touche LLP, the
certifying  accountants  used  by  its  former  parent, UCFC.  The UCLIC audit
reports  issued  by  Deloitte  and Touche LLP expressed unqualified opinions. 
There  were no disagreements concerning any matter of accounting principles or
practices,  financial  statement  disclosure,  or auditing scope or procedures
which  led  to  this  decision.

     Accompanying  this Form 8-K is an acknowledgment letter from Deloitte and
Touche  LLP.





                                  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.

                         UNITED  COMPANIES  LIFE  INSURANCE  CORPORATION
                         -----------------------------------------------
                                          (Registrant)

Date:  October  21, 1996    By:  /s/ Robert B. Thomas, Jr.
       -----------------       -----------------------------------------------
                               Robert  B.  Thomas, Jr., Chairman and President





















DELOITTE  &  TOUCHE  LLP
BATON  ROUGE,  LA




October  17,  1996



Mr.  Robert  B.  Thomas,  Jr.
Chairman  and  President
United  Companies  Life  Insurance  Company
Baton  Rouge,  Louisiana

Dear  Mr.  Thomas:

This  is  to  confirm  that  the  client-auditor  relationship  between United
Companies  Life Insurance Company (Commission File No. 33-91362, No. 33-91358,
No.  33-95968,  and  No.  33-95778)  and  Deloitte  &  Touche  LLP has ceased.

Yours  truly,


/s/  Deloitte  &  Touche  LLP


cc:  Office  of  the  Chief  Accountant
     SECPS  Letter  File
     Securities  and  Exchange  Commission
     Mail  Stop  9-5
     450  5th  Street,  N.W.
     Washington,  D.C.    20549




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