UCFC FUNDING CORP
8-K, 1996-12-27
ASSET-BACKED SECURITIES
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<PAGE>


                       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 (date of earliest event reported) December 27, 1996

                            UCFC Funding Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Louisiana                      333-7939                       72-1328674
- --------------------------------------------------------------------------------
(State or other jurisdiction of     (Commission                    (IRS Employer
 incorporation)                      File Number)                    ID Number)

4041 Essen Lane, Baton Rouge, Louisiana                                70809 
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


Registrant's Telephone Number,
 including area code:                             (504) 924-6007
- --------------------------------------------------------------------------------

                                      N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)


<PAGE>



Item 5.  Other Events

Filing of Computational Materials and Consent of Independent Accountants.*

         Pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
UCFC Funding Corporation (the "Depositor") is filing a prospectus and prospectus
supplement with the Securities and Exchange Commission relating to its
Manufactured Housing Contract Pass-Through Certificates, Series 1996-2.

         In connection with the offering of the Manufactured Housing Contract
Pass-Through Certificates, Series 1996-2, Prudential Securities Incorporated,
the underwriter of the Offered Certificates (the "Underwriter"), has prepared
certain materials (the "Computational Materials") for distribution to its
potential investors. Although the Depositor provided the Underwriter with
certain information regarding the characteristics of the Manufactured Housing
Contracts in the related portfolio, it did not participate in the preparation of
the Computational Materials. The Computational Materials are attached hereto as
Exhibit 99.1.

         Also included for filing as Exhibit 23.1 attached hereto is the Consent
of Coopers & Lybrand L.L.P., independent accountants for MBIA Insurance
Corporation, insurer of the Offered Certificates.


- --------
*       Capitalized terms used and not otherwise defined herein shall have the
        meanings assigned to them in the Prospectus dated December 23, 1996, and
        Prospectus Supplement dated December 23, 1996, of UCFC Funding
        Corporation, relating to its Manufactured Housing Contract Pass-Through
        Certificates, Series 1996-2.

                                      -2-

<PAGE>


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         8.1       Opinion of Stroock & Stroock & Lavan with respect to 
                   certain tax matters.

         23.1      Consent of Coopers & Lybrand, L.L.P.

         23.2      Consent of Stroock & Stroock & Lavan (included in
                   Exhibit 8.1).

         99.1      Computational Materials.


                                      -3-

<PAGE>



                                   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 thereunto duly authorized.


                                      UCFC ACCEPTANCE CORPORATION

                                      By: /s/ H.C. McCall, III
                                          --------------------------
                                          Name: H. C. McCall, III
                                          Title: President


Dated:  December 27, 1996


<PAGE>



                                  EXHIBIT INDEX

Exhibit                                                                    Page

8.1               Opinion of Stroock & Stroock & Lavan with respect
                  to certain tax matters.

23.1              Consent of Coopers & Lybrand, L.L.P.

23.2              Consent of Stroock & Stroock & Lavan (included in
                  Exhibit 8.1).

99.1              Computational Materials.




<PAGE>

                           Stroock & Stroock & Lavan
                               7 Hanover Square
                           New York, New York 10004
                                       

December 23, 1996


UCFC Funding Corporation
4041 Essen Lane
Baton Rouge, Louisiana  70809

Re:      UCFC Funding Corporation
         Registration Statement on Form S-3
         (File No. 333-07939)               
         -----------------------------------


Gentlemen:

We have acted as special counsel for UCFC Funding Corporation, a Louisiana
corporation (the "Company"), in connection with the issuance from time to time
in one or more series of Manufactured Housing Contract Pass-Through Certificates
(the "Certificates"). A Registration Statement on Form S-3 relating to the
Certificates the "Registration Statement") has been filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").  As set forth in the Registration Statement, the
issuer with respect to a series of Certificates (the "Issuer") will be a trust
established by the Company.  Each series of Certificates is to be issued
pursuant to a Pooling and Servicing Agreement (each, a "Pooling and Servicing
Agreement") among the Issuer, a master servicer and an independent trustee (the
"Trustee").

We have examined copies of the articles of incorporation and by-laws of the
Company, forms of the Pooling and Servicing Agreement and forms of the
Certificates included therein, as well as the Registration Statement and the
agreements and other documents filed as exhibits thereto.  We also have examined
the original or reproduced or certified copies of all such records of the
Company, all such agreements, certificates of officers and representatives of
the Company and others, and such other documents, papers, statutes and
authorities as we deemed necessary to form the basis of the opinions hereinafter
expressed.  In such examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of 


<PAGE>


December 23, 1996
Page 2


copies of documents supplied to us by the Company and others.  As to certain
matters of fact relevant to the opinions hereinafter expressed, we have relied
upon statements and certificates of officers of the Company and others.

Based upon the foregoing, we are of the opinion that:

1.  When each Pooling and Servicing Agreement has been duly authorized by all
necessary action and has been duly executed and delivered, each will constitute
the valid and binding obligation of the Issuer, enforceable in accordance with
its terms, subject to the effect of bankruptcy, insolvency, moratorium,
fraudulent conveyance and similar laws relating to or affecting creditors'
rights generally and court decisions with respect thereto and we express no
opinion with respect to the application of equitable principles in any
proceeding, whether at law or in equity.

2.  When the issuance, execution and delivery of each series of Certificates has
been authorized by all necessary action of the Issuer in accordance with the
provisions of the Pooling and Servicing Agreement, and when such Certificates
have been duly executed, authenticated and delivered by the Trustee and sold as
described in the Registration Statement, (a) such Certificates will constitute
the valid and binding obligations of the Issuer, enforceable in accordance with
their terms, subject to the effect of bankruptcy, insolvency, moratorium,
fraudulent conveyance and similar laws relating to or affecting creditors'
rights generally and court decisions with respect thereto and we express no
opinion with respect to the application of equitable principles in any
proceeding, whether at law or in equity, and (b) the holders of such
Certificates will be entitled to the benefits provided by the Pooling and
Servicing Agreement.

3. The information in the Prospectus under the caption "Federal Income Tax
Considerations," to the extent that it constitutes matters of law or legal
conclusions, is correct in all material respects.

In rendering the foregoing opinions, we express no opinion as to the laws of any
jurisdiction other than the State of New York and the federal laws of the United
States of America.


<PAGE>

December 23, 1996
Page 3


We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the reference to us in the prospectus and the
related prospectus supplement forming a part of the Registration Statement, and
to the filing of this opinion as an exhibit to any application made by or on
behalf of the Company or any dealer in connection with the registration of the
Certificates under the securities or blue sky laws of any state or
jurisdiction.  In giving such permission, we do not admit hereby that we come
within the category or persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Stroock & Stroock & Lavan



<PAGE>


                      CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in the Prosepctus Supplement of
our report dated January 22, 1996, on our audits of the consolidated financial
statements of MBIA Insurance Corporation and Subsidiaries as of December 31,
1995 and 1994 and for the three years ended December 31, 1995. We also consent
to the reference to our firm under the caption "Report of Experts".



                                        /s/ Coopers & Lybrand L.L.P.
                                            Coopers & Lybrand L.L.P.


December 26, 1996
New York, New York



<PAGE>


                                  Preliminary
                           Marketing Memorandum for:
                                       
                                 $ 50,000,000
                                       
                           UCFC Funding Corporation
                                  (Depositor)
                                       
           Manufactured Housing Contract Pass-Through Certificates,
                                 Series 1996-2
                                       
The information included herein is provided solely by Prudential Securities
Incorporated ("PSI") as underwriter for the transaction, and not by or as agent
for UCFC Funding Corporation or any of its affiliates (collectively, the
"Depositor"). The Depositor has not prepared, reviewed or participated in the
preparation hereof, is not responsible for the accuracy hereof and has not
authorized the dissemination hereof. The analysis in this report is accurate to
the best of PSI's knowledge and is based on information provided by the
Depositor. PSI makes no representations as to the accuracy of such information
provided by the Depositor. All opinions and conclusions in this report reflect
PSI's judgment as of this date and are subject to change. All analyses are based
on certain assumptions noted herein and different assumptions could yield
substantially different results. You are cautioned that there is no universally
accepted method for analyzing financial instruments. You should review the
assumptions; there may be differences between these assumptions and your actual
business practices. Further, PSI does not guarantee any results and there is no
guarantee as to the liquidity of the instruments involved in this analysis. The
decision to adopt any strategy remains your responsibility. PSI (or any of its
affiliates) or their officers, directors, analysts or employees may have
positions in securities, commodities or derivative instruments thereon referred
to herein, and may, as principal or agent, buy or sell such securities,
commodities or derivative instruments. In addition, PSI may make a market in the
securities referred to herein. Neither the information nor the opinions
expressed shall be construed to be, or constitute, an offer to sell or buy or a
solicitation of an offer to sell or buy any securities, commodities or
derivative instruments mentioned herein. Finally, PSI has not addressed the
legal, accounting and tax implications of the analysis with respect to you and
PSI strongly urges you to seek advice from your counsel, accountant and tax
advisor.


<PAGE>



                           UCFC Funding Corporation
                                       
     Manufactured Housing Contract Pass-Through Certificates Series 1996-2

                 PRICING INFORMATION

            -----------------------------------


Class:                   A

Approximate

Face Amount:             $ 50,000,000

Coupon:                  7.135%

Price:                   99-31

Yield:                   7.18%

Spread:                  90 Bp

Exp Avg Life

to Maturity:             6.54  yrs

Exp Avg Life

to 10% call:             6.17  yrs

Exp 1st Prin Pmt:        01/15/97

Exp Mat:                 12/15/10

Stated Mat:              04/15/28

Pricing Speed:           175% MHP

Pricing Date:            12/18/96

Investor

Settle Date:             12/31/96

Pmt Delay:               14 days

Cut-off Date:            12/01/96

Dated Date:              12/01/96


Int Pmt:                 30/360

Pmt Terms:               Monthly

1st Int. Pmt Date:       01/15/97

Expected
Rating:                  AAA/Aaa/AAA
(S&P/Moody's/Fitch)

 THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.

<PAGE>


                           UCFC Funding Corporation
                                       
     Manufactured Housing Contract Pass-Through Certificates Series 1996-2

Title of Certificates:  Manufactured Housing Contract Pass-Through Certificates,
                        Series 1996-2

Offered Certificates:   Class A Certificates.

Certificate Balance:    $  50,000,000

Depositor:              UCFC Funding Corporation, a Louisiana corporation.

Servicer:               United Companies Lending Corporation, a Louisiana
                        corporation, an indirect, wholly-owned subsidiary of
                        United Companies Financial Corporation.

Originators:            The Contracts were, and any Subsequent Contracts will
                        have been, originated or purchased by United Companies
                        Funding, Inc. ("UCFI"), United Companies or UNICOR
                        Mortgage, Inc. ("UNICOR," and collectively with UCFI and
                        United Companies, the "Originators")  Each Originator is
                        a Louisiana corporation and an affiliate of the
                        Depositor.

Trustee:                Bankers Trust Company of California, N.A.

Sole Manager:           Prudential Securities Incorporated

Securities Offered:     100% MBIA-guaranteed, pass-through certificates.

Offering:               Public shelf offering -- a prospectus and prospectus
                        supplement will be distributed after pricing.

Pricing Date:           TBD

Investor

Settlement Date:        12/31/96

Form of Certificates:   Book-Entry form, same-day funds through DTC, Euroclear
                        and CEDEL

Pass-Through Rate:      TBD     %

Payment Date:           The 15th day of each month (or, if any such date is not
                        a business day, the first business day thereafter)
                        commencing on January 15, 1997. The payment delay will
                        be 14 days for the Certificates.

Interest Accrual:       The "Interest Accrual Period" for the Certificates will

                        be the calendar month preceding the month of such
                        Remittance Date. Interest will be calculated on the
                        basis of a 360-day year consisting of twelve 30-day
                        months.

Optional Termination:   The Servicer has the option to purchase from the Trust
                        all remaining Contracts and all other property in the
                        Trust on any Remittance Date when the Pool Principal
                        Balance is less than 10% of the Aggregate Cut-off Date
                        Pool Principal Balance.

 THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.

<PAGE>


                           UCFC Funding Corporation
                                       
     Manufactured Housing Contract Pass-Through Certificates Series 1996-2
                                       
Pre-Funding Account:    Approximately $ 6,984,000 of additional manufactured
                        housing installment sales contracts and manufactured
                        housing installment loan agreements (collectively, the
                        "Subsequent Contracts") may be purchased by the Trust
                        prior to March 15, 1997. Any amount no so used will be
                        distributed on the Remittance Date at or immediately
                        following the end of such Pre-Funding Period to the
                        Certificate Holders.

Certificate Insurer:    MBIA Insurance Corporation ("MBIA").  MBIA's
                        claims-paying ability is rated "AAA" by Standard &
                        Poor's, "Aaa" by Moody's Investors Service and "AAA" by
                        Fitch Investors Service, Inc.

Certificate Insurance
Policy:                 The Certificate Insurance Policy will provide 100%
                        coverage of timely interest and ultimate principal
                        payments due on the Certificates.

Servicing Fee:          50 basis points per annum.

ERISA Considerations:   Prior to the termination of the Pre-Funding Period, the
                        Offered Certificates may not be purchased by a pension
                        or other employee benefit plan subject to the Employee
                        Retirement Income Security Act of 1974, as amended 
                        ("ERISA").

                        Upon termination of the Pre-Funding Period, the
                        Certificates will be ERISA eligible. However, the
                        investors should consult with their counsel with respect
                        to the consequences under ERISA and the Code of the
                        Plan's acquisition and ownership of such Certificates.

SMMEA Considerations:   The Certificates will not constitute "mortgage related
                        securities" for purposes of the Secondary Mortgage
                        Market Enhancement Act of 1984 ("SMMEA").

Prospectus:             The Certificates are being offered pursuant to a
                        Prospectus which includes a Prospectus Supplement
                        (together, the "Prospectus") Complete information with
                        respect to the Certificates and the Collateral is
                        contained in the Prospectus. The foregoing is qualified
                        in its entirety by the information appearing in the
                        Prospectus. To the extent that the foregoing is
                        inconsistent with the Prospectus, the Prospectus shall
                        govern in all respects. Sales of the Certificates may
                        not be consumated unless the purchaser has received the

                        Prospectus.

 THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.

<PAGE>

                           UCFC Funding Corporation
                                       
     Manufactured Housing Contract Pass-Through Certificates Series 1996-2
                                       
Deal ID/CUSIP UCFCMH62                            Coupon                   7.135
Class         A      PASS THRU                    Accr  0.59458 1st Pmt 01/15/97
Collateral    100%WL  (Real)                      Factor 1.000000000 on 12/31/96
WAM    (Orig)         (19.431)                    Mat 04/15/28   Settle 12/31/96

          MHP 175   MHP 125   MHP 150   MHP 200   MHP 225   MHP 250   MHP 275
   Price

   -----  --------- --------- --------- --------- --------- --------- ---------
   99-21+    7.249     7.248     7.248     7.249     7.250     7.250     7.251
   99-22     7.245     7.245     7.245     7.245     7.246     7.246     7.246
   99-22+    7.242     7.242     7.242     7.242     7.242     7.242     7.242
   99-23     7.238     7.239     7.238     7.238     7.238     7.237     7.237
   99-23+    7.235     7.236     7.235     7.234     7.234     7.233     7.233
   99-24     7.231     7.233     7.232     7.230     7.230     7.229     7.228
   99-24+    7.228     7.229     7.229     7.227     7.226     7.225     7.224
   99-25     7.224     7.226     7.225     7.223     7.222     7.221     7.219
   99-25+    7.221     7.223     7.222     7.219     7.218     7.216     7.215
   99-26     7.217     7.220     7.219     7.215     7.214     7.212     7.210
   99-26+    7.214     7.217     7.215     7.212     7.210     7.208     7.206
   99-27     7.210     7.214     7.212     7.208     7.206     7.204     7.201
   99-27+    7.207     7.211     7.209     7.204     7.202     7.199     7.197
   99-28     7.203     7.208     7.206     7.200     7.198     7.195     7.192
   99-28+    7.200     7.205     7.202     7.197     7.194     7.191     7.188
   99-29     7.196     7.202     7.199     7.193     7.190     7.187     7.183
   99-29+    7.193     7.199     7.196     7.189     7.186     7.182     7.179
   99-30     7.189     7.196     7.192     7.185     7.182     7.178     7.175
   99-30+    7.185     7.193     7.189     7.182     7.178     7.174     7.170
   99-31     7.182     7.190     7.186     7.178     7.174     7.170     7.166
   99-31+    7.178     7.187     7.183     7.174     7.170     7.166     7.161
  100-00     7.175     7.184     7.179     7.171     7.166     7.161     7.157
  100-00+    7.171     7.180     7.176     7.167     7.162     7.157     7.152
  100-01     7.168     7.177     7.173     7.163     7.158     7.153     7.148
  100-01+    7.164     7.174     7.169     7.159     7.154     7.149     7.143
  100-02     7.161     7.171     7.166     7.156     7.150     7.145     7.139
  100-02+    7.157     7.168     7.163     7.152     7.146     7.140     7.134
  100-03     7.154     7.165     7.160     7.148     7.142     7.136     7.130
  100-03+    7.150     7.162     7.156     7.144     7.138     7.132     7.126
  100-04     7.147     7.159     7.153     7.141     7.134     7.128     7.121
  100-04+    7.143     7.156     7.150     7.137     7.130     7.124     7.117
  100-05     7.140     7.153     7.146     7.133     7.126     7.119     7.112
  100-05+    7.137     7.150     7.143     7.129     7.122     7.115     7.108
  100-06     7.133     7.147     7.140     7.126     7.118     7.111     7.103
  100-06+    7.130     7.144     7.137     7.122     7.114     7.107     7.099
  100-07     7.126     7.141     7.133     7.118     7.110     7.103     7.094
  100-07+    7.123     7.138     7.130     7.115     7.106     7.098     7.090
  100-08     7.119     7.135     7.127     7.111     7.103     7.094     7.085
  100-08+    7.116     7.132     7.124     7.107     7.099     7.090     7.081


Avg. Life    6.172     7.407     6.732     5.669     5.231     4.855     4.517
Mod. Dur.    4.433     5.080     4.734     4.157     3.907     3.686     3.482
1st  Pmt.    0.042     0.042     0.042     0.042     0.042     0.042     0.042
Last Pmt. 12/15/10  02/15/13  11/15/11  12/15/09  01/15/09  04/15/08  07/15/07

 THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.

<PAGE>

                           UCFC Funding Corporation
                                       
     Manufactured Housing Contract Pass-Through Certificates Series 1996-2
                                       
- --------------------------------------------------------------------------------

     -  UCFCMH62

     -  Cut Off Date of Tape is  12/2/96

     -  FIX

     -      $43,016,213.43

     -  Mortgage Summary Report

- --------------------------------------------------------------------------------

Number of Mortgage Loans:                                   1,307

Aggregate Unpaid Principal Balance:                $43,016,213.43
Aggregate Original Principal Balance:              $43,061,224.65

Weighted Average Gross Coupon:                            11.492%
Gross Coupon Range:                             8.250% -  16.750%
- --------------------------------------------------------------------------------

Average Unpaid Principal Balance:                      $32,912.18
Average Original Principal Balance:                    $32,946.61

Maximum Unpaid Principal Balance:                     $114,849.53
Minimum Unpaid Principal Balance:                       $5,000.00

Maximum Original Principal Balance:                   $114,957.23
Minimum Original Principal Balance:                     $5,000.00

Weighted Avg. Stated Rem. Term (LPD to Mat Date):         233.500
Stated Rem Term Range:                          54.000 -  360.000

Weighted Avg. Amortized Rem. Term:                        233.683
Amortized Rem Term Range:                       56.000 -  360.055

Weighted Average Age (First Pay thru Last Pay):             0.446
Age Range:                                       0.000 -   58.000

Weighted Average Original Term:                           233.946
Original Term Range:                            60.000 -  360.000

Weighted Average Original LTV:                             80.227
Original LTV Range:                            18.000% - 100.000%

Weighted Average Current LTV:                              80.155

Current LTV Range:                             18.000% - 100.000%

- --------------------------------------------------------------------------------

 THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.
                                       
 THE DESCRIPTION OF THE COLLATERAL HEREIN SUPERSEDES ANY PRIOR DESCRIPTIONS OF
    THE COLLATERAL AND WILL BE SUPERSEDED BY THE DESCRIPTION THEREOF IN THE
                             PROSPECTUS SUPPLEMENT

<PAGE>

                           UCFC Funding Corporation
                                       
     Manufactured Housing Contract Pass-Through Certificates Series 1996-2
                                       
          GEOGRAPHICAL DISTRIBUTION

 --------------------------------------------
                                   Total
          #           %           Current
 State  Loans        Pool         Balance

AL          2          .09            $37,593
AR          8          .51           $219,958
AZ          9         1.13           $486,832
CA          6          .47           $201,047
CO         14         1.27           $544,259
FL        157        12.18         $5,240,647
GA        115         9.02         $3,880,874
IA          2          .06            $27,900
IL          1          .06            $24,750
IN         17         1.76           $756,189
KS          2          .13            $57,003
KY         11          .82           $351,900
LA         65         4.12         $1,774,224
MA          1          .11            $49,200
MD          5          .40           $172,337
ME          5          .39           $168,875
MI         31         2.44         $1,050,281
MN         34         2.13           $915,500
MO          4          .33           $143,250
MS         21         1.47           $632,127
NC        236        19.05         $8,195,940
NH          2          .14            $59,900
NM         21         1.82           $783,469
NY          6          .78           $336,933
OH         10          .78           $335,225
OK          6          .40           $172,900
OR          4          .40           $173,337
PA         22         1.26           $542,302
SC        208        14.60         $6,281,935
TN         38         3.05         $1,311,409
TX        203        15.12         $6,504,166
VA         11          .89           $384,075
VT          2          .23            $99,100
WA          2          .24           $104,346
WI          4          .29           $126,286
WV         16         1.28           $551,727
Unknown     6          .74           $318,417
- ---------------------------------------------
Total.. 1,307       100.00%       $43,016,213
=============================================



                   CURRENT MORTGAGE AMOUNT

- ----------------------------------------------------------------------------
                                                     Total
             Current               #      %         Current
          Mortgage Amt.           Loan   Pool       Balance

         Balance <=   5,000           1    .01         $5,000.00
  5,000 < Balance <=  10,000         53    .99       $427,301.29
 10,000 < Balance <=  15,000        120   3.51     $1,508,026.28
 15,000 < Balance <=  20,000        109   4.52     $1,942,718.67
 20,000 < Balance <=  25,000        159   8.39     $3,610,515.13
 25,000 < Balance <=  30,000        189  12.15     $5,227,588.27
 30,000 < Balance <=  35,000        154  11.62     $4,997,846.95
 35,000 < Balance <=  40,000        137  12.00     $5,161,991.72
 40,000 < Balance <=  45,000        105  10.34     $4,447,453.68
 45,000 < Balance <=  50,000         93  10.24     $4,406,578.38
 50,000 < Balance <=  55,000         65   7.89     $3,393,249.91
 55,000 < Balance <=  60,000         54   7.21     $3,099,448.28
 60,000 < Balance <=  65,000         23   3.36     $1,443,546.71
 65,000 < Balance <=  70,000         16   2.51     $1,079,725.74
 70,000 < Balance <=  75,000         17   2.87     $1,234,501.27
 75,000 < Balance <=  80,000          4    .71       $306,928.77
 80,000 < Balance <=  85,000          4    .77       $330,658.87
 90,000 < Balance <=  95,000          3    .65       $278,283.98
110,000 < Balance <= 115,000          1    .27       $114,849.53
- ----------------------------------------------------------------------------
Total.....                        1,307 100.00%   $43,016,213.43
============================================================================

 THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.
                                       
 THE DESCRIPTION OF THE COLLATERAL HEREIN SUPERSEDES ANY PRIOR DESCRIPTIONS OF
    THE COLLATERAL AND WILL BE SUPERSEDED BY THE DESCRIPTION THEREOF IN THE
                             PROSPECTUS SUPPLEMENT
                                       

<PAGE>

                           UCFC Funding Corporation
                                       
     Manufactured Housing Contract Pass-Through Certificates Series 1996-2
                                       
                       GROSS COUPON

- ------------------------------------------------------------------
                                                    Total
             Gross                #      %         Current
             Coupon              Loan   Pool       Balance

 8.00% < Gross Coupon <=  8.25%     10   1.08       $464,780.97
 8.25% < Gross Coupon <=  8.50%      9    .99       $426,961.46
 8.50% < Gross Coupon <=  8.75%      4    .48       $205,868.79
 8.75% < Gross Coupon <=  9.00%      7    .84       $359,803.50
 9.00% < Gross Coupon <=  9.25%     11   1.13       $487,663.77
 9.25% < Gross Coupon <=  9.50%     11    .99       $424,517.81
 9.50% < Gross Coupon <=  9.75%     22   2.44     $1,047,858.66
 9.75% < Gross Coupon <= 10.00%     44   4.30     $1,850,194.88
10.00% < Gross Coupon <= 10.25%     63   6.06     $2,605,897.10
10.25% < Gross Coupon <= 10.50%    128  11.01     $4,736,632.44
10.50% < Gross Coupon <= 10.75%     88   6.86     $2,952,861.50
10.75% < Gross Coupon <= 11.00%    144  10.61     $4,565,296.72
11.00% < Gross Coupon <= 11.25%     71   4.79     $2,061,487.31
11.25% < Gross Coupon <= 11.50%     73   5.61     $2,413,108.39
11.50% < Gross Coupon <= 11.75%     81   5.15     $2,214,902.43
11.75% < Gross Coupon <= 12.00%    121   8.16     $3,510,970.24
12.00% < Gross Coupon <= 12.25%     81   4.58     $1,971,242.84
12.25% < Gross Coupon <= 12.50%     73   6.95     $2,990,161.58
12.50% < Gross Coupon <= 12.75%     35   2.15       $926,244.09
12.75% < Gross Coupon <= 13.00%     22   1.26       $540,193.25
13.00% < Gross Coupon <= 13.25%     34   2.89     $1,243,729.49
13.25% < Gross Coupon <= 13.50%     43   3.96     $1,702,218.35
13.50% < Gross Coupon <= 13.75%     10    .81       $346,555.43
13.75% < Gross Coupon <= 14.00%     21   1.36       $585,457.86
14.00% < Gross Coupon <= 14.25%      4    .18        $75,734.97
14.25% < Gross Coupon <= 14.50%     14    .99       $427,253.46
14.50% < Gross Coupon <= 14.75%     17    .93       $399,500.00
14.75% < Gross Coupon <= 15.00%     26   1.13       $484,916.65
15.00% < Gross Coupon <= 15.25%     17    .98       $423,468.81
15.25% < Gross Coupon <= 15.50%     22   1.30       $559,230.68
16.50% < Gross Coupon <= 16.75%      1    .03        $11,500.00
- ------------------------------------------------------------------
Total.....                       1,307 100.00%   $43,016,213.43
==================================================================


                         REMAINING TERM

- ------------------------------------------------------------------
                                                    Total
                                  #      %         Current

         Remaining Term          Loan   Pool       Balance

 48 < Rem Term <=  60               30    .84       $363,388.50
 60 < Rem Term <=  72                6    .19        $80,174.06
 72 < Rem Term <=  84               41   1.19       $512,734.51
 84 < Rem Term <=  96               10    .36       $153,450.16
 96 < Rem Term <= 108                4    .18        $78,679.91
108 < Rem Term <= 120              157   7.56     $3,251,623.51
120 < Rem Term <= 132                1    .05        $20,729.17
132 < Rem Term <= 144              150   9.02     $3,881,161.42
168 < Rem Term <= 180              294  21.68     $9,324,510.40
192 < Rem Term <= 204                1    .07        $31,600.00
228 < Rem Term <= 240              315  27.53    $11,843,910.54
276 < Rem Term <= 288                2    .15        $65,019.00
288 < Rem Term <= 300              154  13.90     $5,978,763.41
336 < Rem Term <= 348                1    .15        $62,541.13
348 < Rem Term <= 360              141  17.13     $7,367,927.71
- ------------------------------------------------------------------
Total.....                       1,307 100.00%   $43,016,213.43
==================================================================

 THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.
                                       
 THE DESCRIPTION OF THE COLLATERAL HEREIN SUPERSEDES ANY PRIOR DESCRIPTIONS OF
    THE COLLATERAL AND WILL BE SUPERSEDED BY THE DESCRIPTION THEREOF IN THE
                             PROSPECTUS SUPPLEMENT

<PAGE>

                           UCFC Funding Corporation
                                       
     Manufactured Housing Contract Pass-Through Certificates Series 1996-2

                        ORIGINAL MATURITY

- ------------------------------------------------------------------
                                                    Total
            Original              #      %         Current
            Maturity             Loan   Pool       Balance

50  < Original Maturity <=  60      30    .84       $363,388.50
70  < Original Maturity <=  80       5    .16        $68,589.00
80  < Original Maturity <=  90      42   1.22       $524,319.57
90  < Original Maturity <=  100      9    .28       $119,087.23
100 < Original Maturity <=  110      2    .13        $54,197.19
110 < Original Maturity <=  120    158   7.58     $3,260,764.57
140 < Original Maturity <=  150    153   9.19     $3,951,595.18
170 < Original Maturity <=  180    294  21.68     $9,324,510.40
200 < Original Maturity <=  210      1    .07        $31,600.00
230 < Original Maturity <=  240    315  27.53    $11,843,910.54
290 < Original Maturity <=  300    156  14.05     $6,043,782.41
350 < Original Maturity <=  360    142  17.27     $7,430,468.84
- ------------------------------------------------------------------
Total.....                       1,307 100.00%   $43,016,213.43
==================================================================


                  LOAN AGE IN MONTHS

- ------------------------------------------------------------------
                                                    Total
                                  #      %         Current
       Age of Loan               Loan   Pool       Balance

  0 = Age                          964  74.59    $32,085,758.30
  0 < Age <=  12                   338  25.20    $10,839,295.25
 12 < Age <=  24                     3    .10        $41,455.29
 36 < Age <=  48                     1    .04        $15,341.66
 48 < Age <=  60                     1    .08        $34,362.93
- ------------------------------------------------------------------
Total.....                       1,307 100.00%   $43,016,213.43
==================================================================



                       ORIGINAL LTV RANGE

- ------------------------------------------------------------------


                                                    Total

               LTV                #      %         Current
              RANGE              Loan   Pool       Balance

 15.000 < LTV <=  20.000             2    .05        $21,448.75
 20.000 < LTV <=  25.000             1    .02         $8,946.15
 25.000 < LTV <=  30.000             6    .16        $70,573.92
 30.000 < LTV <=  35.000            10    .32       $138,120.15
 35.000 < LTV <=  40.000             7    .23       $100,444.01
 40.000 < LTV <=  45.000            18    .61       $262,525.56
 45.000 < LTV <=  50.000            27   1.27       $547,850.28
 50.000 < LTV <=  55.000            27   1.14       $492,383.30
 55.000 < LTV <=  60.000            43   2.66     $1,145,237.75
 60.000 < LTV <=  65.000            63   3.69     $1,588,303.22
 65.000 < LTV <=  70.000           109   7.44     $3,201,762.22
 70.000 < LTV <=  75.000           195  14.66     $6,304,308.37
 75.000 < LTV <=  80.000           254  23.12     $9,945,202.78
 80.000 < LTV <=  85.000           114   8.72     $3,748,951.95
 85.000 < LTV <=  90.000           132  11.18     $4,808,818.50
 90.000 < LTV <=  95.000           142  11.91     $5,121,377.84
 95.000 < LTV <= 100.000           157  12.81     $5,509,958.68
- ------------------------------------------------------------------
Total.....                       1,307 100.00    $43,016,213.43
==================================================================

 THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.
                                       
 THE DESCRIPTION OF THE COLLATERAL HEREIN SUPERSEDES ANY PRIOR DESCRIPTIONS OF
    THE COLLATERAL AND WILL BE SUPERSEDED BY THE DESCRIPTION THEREOF IN THE
                             PROSPECTUS SUPPLEMENT

<PAGE>


                          PROPERTY-TYPE

- --------------------------------------------------------------------


                                                       Total
                                  #      %            Current
                                 Loan   Pool          Balance

Man.Hsg/Land-and-Home              643  57.25       $24,625,642.79
Man.Hsg/Chattel Contract           664  42.75       $18,390,570.64
- ---------------------------------------------------------------------
Total.....                       1,307 100.00%      $43,016,213.43
=====================================================================


                               NEW/USED

- ------------------------------------------------------------------


                                                        Total
                                  #      %             Current
     Loan Feature                Loan   Pool           Balance

New                                496  41.31       $17,768,559.99
Used                               811  58.69       $25,247,653.44
- ------------------------------------------------------------------
Total.....                       1,307 100.00%      $43,016,213.43
==================================================================


                            UNITS

- --------------------------------------------------------------------


                                                      Total
                                  #      %           Current
     Loan Feature                Loan   Pool         Balance

1                                  641  36.11      $15,533,676.12
2                                  601  57.21      $24,607,526.85
3                                    3    .34         $145,505.21
0 *                                 62   6.35       $2,729,505.25
- --------------------------------------------------------------------
Total.....                       1,307 100.00%     $43,016,213.43
====================================================================
*unknown

 THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A

 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.
                                       
 THE DESCRIPTION OF THE COLLATERAL HEREIN SUPERSEDES ANY PRIOR DESCRIPTIONS OF
    THE COLLATERAL AND WILL BE SUPERSEDED BY THE DESCRIPTION THEREOF IN THE
                             PROSPECTUS SUPPLEMENT




<PAGE>

                                       
                                  Preliminary
                           Marketing Memorandum for:
                                       
                                 $[50,000,000]
                                       
                           UCFC Funding Corporation
                                  (Depositor)
                                       
           Manufactured Housing Contract Pass-Through Certificates,
                                 Series 1996-2
                                       
                    
The information included herein is provided solely by Prudential Securities
Incorporated ("PSI") as underwriter for the transaction, and not by or as agent
for UCFC Funding Corporation or any  of its affiliates (collectively, the
"Depositor").  The Depositor has not prepared, reviewed or participated in the
preparation hereof, is not responsible for the accuracy hereof and has not 
authorized the dissemination hereof.  The analysis in this report is accurate
to the best of PSI's  knowledge and is based on information provided by the
Depositor.  PSI makes no representations as  to the accuracy of such
information provided by the Depositor.  All opinions and conclusions in this 
report reflect PSI's judgment as of this date and are subject to change.  All
analyses are based on  certain assumptions noted herein and different
assumptions could yield substantially different results.   You are cautioned
that there is no universally accepted method for analyzing financial
instruments.   You should review the assumptions; there may be differences
between these assumptions and your actual  business practices.  Further, PSI
does not guarantee any results and there is no guarantee as to the  liquidity
of the instruments involved in this analysis.  The decision to adopt any
strategy remains  your responsibility.  PSI (or any of its affiliates) or their
officers, directors, analysts or employees  may have positions in securities,
commodities or derivative instruments thereon referred to herein, and  may, as
principal or agent, buy or sell such securities, commodities or derivative
instruments.  In  addition, PSI may make a market in the securities referred to
herein.  Neither the information nor the opinions expressed shall be construed
to be, or constitute, an offer to sell or buy or a solicitation of  an offer to
sell or buy any securities, commodities or derivative instruments mentioned
herein.  Finally,  PSI has not addressed the legal, accounting and tax
implications of the analysis with respect to you and  PSI strongly urges you to
seek advice from your counsel, accountant and tax advisor.     


<PAGE>

                           UCFC Funding Corporation
    Manufactured Housing Contract Pass-Through Certificates Series 1996-2
                                      


               PRICING INFORMATION     
          -----------------------------------                     
 

Class:                   A              

Approximate        
Face Amount:             [50,000,000]        
                                                                     
Coupon:                  TBD            
                 
Price:                   TBD            

Yield:                   TBD            
                                 
Spread:                  TBD            
  
Exp Avg Life   
to Maturity:             [6.54] yrs          
                         
Exp Avg Life
to 10% call:             [6.17] yrs          

Exp 1st Prin Pmt:        [01/15/97]          
                
Exp Mat:                 [12/15/10]          
                              
Stated Mat:              [04/15/28]          
                                          
Pricing Speed:           175% MHP       
                   
Pricing Date:            TBD            

Investor                                                        
Settle Date:             [12/31/96]          
                                  
Pmt Delay:               14 days             
                                       
Cut-off Date:            [12/01/96]          

Dated Date:              [12/01/96]          
                                  
Int Pmt:                 30/360              
                                        
Pmt Terms:               Monthly             
                                       
1st Int. Pmt Date:       [01/15/97]          

                                                                     
Expected
Rating:                  AAA/Aaa/AAA         
(S&P/Moody's/Fitch)


THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.

<PAGE>
                                      
                           UCFC Funding Corporation
    Manufactured Housing Contract Pass-Through Certificates Series 1996-2


Title of Certificates:  Manufactured Housing Contract Pass-Through
                        Certificates, Series 1996-2

Offered Certificates:   Class A Certificates.

Certificate Balance:    $ [50,000,000] 
               
Depositor:              UCFC Funding Corporation, a Louisiana corporation.

Servicer:               United Companies Lending Corporation, a Louisiana
                        corporation, an indirect,  wholly-owned subsidiary of
                        United Companies Financial Corporation.

Originators:            The Contracts were, and any Subsequent Contracts will
                        have been, originated or purchased by United Companies
                        Funding, Inc. ("UCFI"), United Companies or UNICOR
                        Mortgage, Inc. ("UNICOR," and collectively with UCFI
                        and United Companies, the "Originators")  Each
                        Originator is a Louisiana corporation and an affiliate
                        of the Depositor.

Trustee:                [Bankers Trust Company of California, N.A.]
                                   
Sole Manager:           Prudential Securities Incorporated            

Securities Offered:     100% MBIA-guaranteed, pass-through certificates.

Offering:               Public shelf offering -- a prospectus and prospectus
                        supplement  will be distributed after pricing.  
                                                            
Pricing Date:           TBD                                            

Investor                                     
Settlement Date:        [12/31/96]      

Form of Certificates:   Book-Entry form, same-day funds through DTC, Euroclear
                        and CEDEL
                    
Pass-Through Rate:      TBD     % 

Payment Date:           The 15th day of each month (or, if any such date is not
                        a business day, the first business day  thereafter)
                        commencing on January 15, 1997.  The payment delay will
                        be 14 days for the Certificates.

Interest Accrual:       The "Interest Accrual Period" for the Certificates will
                        be the calendar month preceding the month of such
                        Remittance Date.  Interest will be calculated on the

                        basis of a 360-day year consisting of twelve 30-day
                        months.

Optional Termination:   The Servicer has the option to purchase from the Trust
                        all remaining Contracts and all other property in the
                        Trust on any Remittance Date when the Pool Principal
                        Balance is less than 10% of the Aggregate  Cut-off Date
                        Pool Principal Balance.

Coupon Step-Up:         [If the Servicer does not exercise its option to call
                        on the Certificates at the 10% cleanup call date,  then
                        the coupon on the Certificates shall be raised by 50
                        bps.]

THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.

<PAGE>

                           UCFC Funding Corporation
    Manufactured Housing Contract Pass-Through Certificates Series 1996-2
                         

                                                            
Pre-Funding Account:    On the Closing Date, the Trustee will establish and
                        thereafter maintain with itself a trust account  (the
                        "Pre-Funding Account").  On the Closing date,
                        approximately $[6,984,000] in cash (the "Pre-Funded 
                        Amount") will be deposited in the Pre-Funding Account
                        which may be used only to (i) acquire additional 
                        manufactured housing installment sales contracts and
                        manufactured housing installment loan agreements 
                        (collectively, the "Subsequent Contracts") and (ii)
                        make accelerated payments of principal on the 
                        Certificates.  During the period (the "Pre-Funding
                        Period") from the Closing Date to the  earliest to
                        occur of (i) the Funding Termination Date (defined
                        below), (ii) an Event of Default under the Agreement
                        and (iii) March 15, 1997, amounts on deposit in the
                        Pre-Funding Account may be  withdrawn from time to time
                        to acquire Subsequent Contracts in accordance with the
                        Agreement.  The  "Funding Termination Date" will be the
                        date on which the Pre Funded amount has been reduced to
                        less  than $100,000.  Any Pre-Funded amount remaining
                        in the Pre-Funding Account at the end of the
                        Pre-Funding  Period will be distributed on the
                        Remittance Date at or immediately following the end of
                        such Pre-Funding Period to the Certificate Holders.

The Manufactured 
Housing Program:        The Contracts were originated or purchased by the
                        Originators in accordance with the policies and
                        procedures described under the "The Manufactured
                        Housing Program" in the Prospectus.  As described
                        therein, United Companies has originated or purchased
                        Land-and-Home Contracts for  several years.  However,
                        the volume and performance of those Contracts have not
                        been tracked separately from the home equity loans
                        originated by United Companies and affiliates.  In May
                        1995, United Companies Financial Corporation, the
                        ultimate parent of the Depositor and United Companies,
                        established United Companies Funding, Inc., a Louisiana
                        corporation headquartered in Minneapolis, Minnesota
                        ("UCFI"), to originate and purchase manufactured
                        housing contracts which are secured by the related
                        Manufactured Home ("Chattel Contracts").  

                        [Because UCFI has less than 18 months of operating
                        history, the Depositor believes that historical 
                        information regarding the Contracts originated by UCFI
                        does not have any predictive value in  assessing the

                        possible performance of the Contract Pool.]

Certificate Insurer:    MBIA Insurance Corporation ("MBIA").  MBIA's
                        claims-paying ability is rated "AAA"  by Standard &
                        Poor's, "Aaa" by Moody's Investors Service and "AAA" by
                        Fitch Investors  Service, Inc.     

Certificate Insurance     
Policy:                 The Certificate Insurance Policy will provide 100%
                        coverage of timely interest and  ultimate principal
                        payments due on the Certificates.

Reserve Account:        A Reserve account will be available to cover losses
                        prior to any draw on the Certificate  Insurance Policy. 
                        The initial deposit and maintenance levels of the
                        reserve account will  be sized by the surety provider.

Servicing Fee:          50 basis points per annum.                       

ERISA Considerations:   Prior to the termination of the Pre-Funding Period, the
                        Offered Certificates may not be purchased by a pension
                        or other employee benefit plan subject to the Employee
                        Retirement  Income Security Act of 1974, as amended
                        ("ERISA").
                 
                        Upon termination of the Pre-Funding Period, the
                        Certificates will be ERISA eligible.   However, the
                        investors should consult with their counsel with
                        respect to the consequences  under ERISA and the Code
                        of the Plan's acquisition and ownership of such
                        Certificates.

SMMEA Considerations:   [Prior to the termination of the Pre-Funding Period,
                        the Certificates will not constitute "mortgage  related
                        securities" for purposes of the Secondary Mortgage
                        Market Enhancement Act of 1984  ("SMMEA").]

                        [Upon termination of the Pre-Funding Period, the
                        Certificates will be SMMEA Eligible so long as  they
                        are rated in one of the two highest rating categories
                        by at least one nationally recognized  statistical
                        rating organization and, as such , will be "legal
                        investments" for certain types of  institutional
                        investors to the extent provided in SMMEA.]

Prospectus:             The Certificates are being offered pursuant to a
                        Prospectus which includes a Prospectus  Supplement
                        (together, the "Prospectus")  Complete information with
                        respect to the Certificates and the Collateral is
                        contained in the Prospectus.  The foregoing is
                        qualified in its entirety by the information appearing
                        in the Prospectus.  To the extent that the foregoing is
                        inconsistent with the Prospectus, the Prospectus shall
                        govern in all respects.  Sales of the Certificates may

                        not be consumated unless the purchaser has received the
                        Prospectus.

THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.

<PAGE>

                           UCFC Funding Corporation
    Manufactured Housing Contract Pass-Through Certificates Series 1996-2

Deal ID/CUSIP UCFCMH62                            Coupon                     N/A
Class         A      PASS THRU                    Accr  0.58500 1st Pmt 01/15/97
Collateral    100%WL  (Real)                      Factor             on   /  /  
N/GWAC (Orig)       /                                                           
WAM    (Orig)                                     Mat 04/15/28   Settle 12/31/96
CenterPrice   100-00  Inc   0.5               Table Yield        Roll@          

          MHP 125   MHP 150   MHP 175   MHP 200   MHP 225   MHP 250   MHP 275  
   Price                                                                       
   -----  --------- --------- --------- --------- --------- --------- ---------
   99-22+    7.124     7.124     7.124     7.124     7.124     7.125     7.125  
   99-23     7.121     7.121     7.121     7.121     7.120     7.120     7.120  
   99-23+    7.118     7.118     7.117     7.117     7.117     7.116     7.116  
   99-24     7.115     7.114     7.114     7.113     7.113     7.112     7.111  
   99-24+    7.112     7.111     7.110     7.109     7.109     7.108     7.107  
   99-25     7.109     7.108     7.107     7.106     7.105     7.103     7.102  
   99-25+    7.106     7.105     7.103     7.102     7.101     7.099     7.098  
   99-26     7.103     7.101     7.100     7.098     7.097     7.095     7.093  
   99-26+    7.100     7.098     7.096     7.095     7.093     7.091     7.089  
   99-27     7.097     7.095     7.093     7.091     7.089     7.087     7.084  
   99-27+    7.094     7.092     7.089     7.087     7.085     7.082     7.080  
   99-28     7.091     7.088     7.086     7.083     7.081     7.078     7.076  
   99-28+    7.088     7.085     7.082     7.080     7.077     7.074     7.071  
   99-29     7.085     7.082     7.079     7.076     7.073     7.070     7.067  
   99-29+    7.082     7.078     7.075     7.072     7.069     7.066     7.062  
   99-30     7.078     7.075     7.072     7.068     7.065     7.061     7.058  
   99-30+    7.075     7.072     7.068     7.065     7.061     7.057     7.053  
   99-31     7.072     7.069     7.065     7.061     7.057     7.053     7.049  
   99-31+    7.069     7.065     7.061     7.057     7.053     7.049     7.044  
  100-00     7.066     7.062     7.058     7.054     7.049     7.045     7.040  
  100-00+    7.063     7.059     7.054     7.050     7.045     7.040     7.036  
  100-01     7.060     7.056     7.051     7.046     7.041     7.036     7.031  
  100-01+    7.057     7.052     7.047     7.042     7.037     7.032     7.027  
  100-02     7.054     7.049     7.044     7.039     7.033     7.028     7.022  
  100-02+    7.051     7.046     7.041     7.035     7.029     7.024     7.018  
  100-03     7.048     7.043     7.037     7.031     7.025     7.019     7.013  
  100-03+    7.045     7.039     7.034     7.028     7.021     7.015     7.009  
  100-04     7.042     7.036     7.030     7.024     7.017     7.011     7.004  
  100-04+    7.039     7.033     7.027     7.020     7.014     7.007     7.000  
  100-05     7.036     7.030     7.023     7.016     7.010     7.003     6.996  
  100-05+    7.033     7.026     7.020     7.013     7.006     6.999     6.991  
  100-06     7.030     7.023     7.016     7.009     7.002     6.994     6.987  
  100-06+    7.027     7.020     7.013     7.005     6.998     6.990     6.982  
  100-07     7.024     7.017     7.009     7.002     6.994     6.986     6.978  
  100-07+    7.021     7.013     7.006     6.998     6.990     6.982     6.973  
  100-08     7.018     7.010     7.002     6.994     6.986     6.978     6.969  
  100-08+    7.015     7.007     6.999     6.990     6.982     6.973     6.965  
  100-09     7.012     7.004     6.995     6.987     6.978     6.969     6.960  
  100-09+    7.009     7.000     6.992     6.983     6.974     6.965     6.956  


Avg. Life    7.407     6.732     6.172     5.669     5.231     4.855     4.517  
Mod. Dur.    5.109     4.760     4.456     4.177     3.925     3.702     3.496  
1st  Pmt.    0.042     0.042     0.042     0.042     0.042     0.042     0.042  
Last Pmt. 02/15/13  11/15/11  12/15/10  12/15/09  01/15/09  04/15/08  07/15/07  

THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.

<PAGE>


                           UCFC Funding Corporation
    Manufactured Housing Contract Pass-Through Certificates Series 1996-2
________________________________________________________________________________

     -  UCFCMH62
     -  Cut Off Date of Tape is  12/2/96
     -  FIX
     -      $43,016,213.43
     -  Mortgage Summary Report
________________________________________________________________________________

Number of Mortgage Loans:                                   1,307

Aggregate Unpaid Principal Balance:                $43,016,213.43
Aggregate Original Principal Balance:              $43,061,224.65

Weighted Average Gross Coupon:                            11.492%
Gross Coupon Range:                             8.250% -  16.750%
________________________________________________________________________________

Average Unpaid Principal Balance:                      $32,912.18
Average Original Principal Balance:                    $32,946.61

Maximum Unpaid Principal Balance:                     $114,849.53
Minimum Unpaid Principal Balance:                       $5,000.00

Maximum Original Principal Balance:                   $114,957.23
Minimum Original Principal Balance:                     $5,000.00

Weighted Avg. Stated Rem. Term (LPD to Mat Date):         233.500
Stated Rem Term Range:                          54.000 -  360.000

Weighted Avg. Amortized Rem. Term:                        233.683
Amortized Rem Term Range:                       56.000 -  360.055

Weighted Average Age (First Pay thru Last Pay):             0.446
Age Range:                                       0.000 -   58.000

Weighted Average Original Term:                           233.946
Original Term Range:                            60.000 -  360.000

Weighted Average Original LTV:                             80.227
Original LTV Range:                            18.000% - 100.000%

Weighted Average Current LTV:                              80.155
Current LTV Range:                             18.000% - 100.000%

________________________________________________________________________________

THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL

                             ADVISOR IMMEDIATELY.

<PAGE>

                           UCFC Funding Corporation
    Manufactured Housing Contract Pass-Through Certificates Series 1996-2
                                      
          GEOGRAPHICAL DISTRIBUTION
 ____________________________________________
                                   Total     
          #           %           Current    
 State  Loans        Pool         Balance    
                                
AL          2          .09            $37,593
AR          8          .51           $219,958
AZ          9         1.13           $486,832
CA          6          .47           $201,047
CO         14         1.27           $544,259
FL        157        12.18         $5,240,647
GA        115         9.02         $3,880,874
IA          2          .06            $27,900
IL          1          .06            $24,750
IN         17         1.76           $756,189
KS          2          .13            $57,003
KY         11          .82           $351,900
LA         65         4.12         $1,774,224
MA          1          .11            $49,200
MD          5          .40           $172,337
ME          5          .39           $168,875
MI         31         2.44         $1,050,281
MN         34         2.13           $915,500
MO          4          .33           $143,250
MS         21         1.47           $632,127
NC        236        19.05         $8,195,940
NH          2          .14            $59,900
NM         21         1.82           $783,469
NY          6          .78           $336,933
OH         10          .78           $335,225
OK          6          .40           $172,900
OR          4          .40           $173,337
PA         22         1.26           $542,302
SC        208        14.60         $6,281,935
TN         38         3.05         $1,311,409
TX        203        15.12         $6,504,166
VA         11          .89           $384,075
VT          2          .23            $99,100
WA          2          .24           $104,346
WI          4          .29           $126,286
WV         16         1.28           $551,727
Unknown     6          .74           $318,417
_____________________________________________
Total.. 1,307       100.00%       $43,016,213
=============================================

                          
                   CURRENT MORTGAGE AMOUNT

____________________________________________________________________________
                                                     Total
             Current               #      %         Current
          Mortgage Amt.           Loan   Pool       Balance

         Balance <=   5,000           1    .01         $5,000.00
  5,000 < Balance <=  10,000         53    .99       $427,301.29
 10,000 < Balance <=  15,000        120   3.51     $1,508,026.28
 15,000 < Balance <=  20,000        109   4.52     $1,942,718.67
 20,000 < Balance <=  25,000        159   8.39     $3,610,515.13
 25,000 < Balance <=  30,000        189  12.15     $5,227,588.27
 30,000 < Balance <=  35,000        154  11.62     $4,997,846.95
 35,000 < Balance <=  40,000        137  12.00     $5,161,991.72
 40,000 < Balance <=  45,000        105  10.34     $4,447,453.68
 45,000 < Balance <=  50,000         93  10.24     $4,406,578.38
 50,000 < Balance <=  55,000         65   7.89     $3,393,249.91
 55,000 < Balance <=  60,000         54   7.21     $3,099,448.28
 60,000 < Balance <=  65,000         23   3.36     $1,443,546.71
 65,000 < Balance <=  70,000         16   2.51     $1,079,725.74
 70,000 < Balance <=  75,000         17   2.87     $1,234,501.27
 75,000 < Balance <=  80,000          4    .71       $306,928.77
 80,000 < Balance <=  85,000          4    .77       $330,658.87
 90,000 < Balance <=  95,000          3    .65       $278,283.98
110,000 < Balance <= 115,000          1    .27       $114,849.53
____________________________________________________________________________
Total.....                        1,307 100.00%   $43,016,213.43
============================================================================

THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.

<PAGE>

                           UCFC Funding Corporation
    Manufactured Housing Contract Pass-Through Certificates Series 1996-2



                       GROSS COUPON
__________________________________________________________________
                                                    Total
             Gross                #      %         Current
             Coupon              Loan   Pool       Balance

 8.00% < Gross Coupon <=  8.25%     10   1.08       $464,780.97
 8.25% < Gross Coupon <=  8.50%      9    .99       $426,961.46
 8.50% < Gross Coupon <=  8.75%      4    .48       $205,868.79
 8.75% < Gross Coupon <=  9.00%      7    .84       $359,803.50
 9.00% < Gross Coupon <=  9.25%     11   1.13       $487,663.77
 9.25% < Gross Coupon <=  9.50%     11    .99       $424,517.81
 9.50% < Gross Coupon <=  9.75%     22   2.44     $1,047,858.66
 9.75% < Gross Coupon <= 10.00%     44   4.30     $1,850,194.88
10.00% < Gross Coupon <= 10.25%     63   6.06     $2,605,897.10
10.25% < Gross Coupon <= 10.50%    128  11.01     $4,736,632.44
10.50% < Gross Coupon <= 10.75%     88   6.86     $2,952,861.50
10.75% < Gross Coupon <= 11.00%    144  10.61     $4,565,296.72
11.00% < Gross Coupon <= 11.25%     71   4.79     $2,061,487.31
11.25% < Gross Coupon <= 11.50%     73   5.61     $2,413,108.39
11.50% < Gross Coupon <= 11.75%     81   5.15     $2,214,902.43
11.75% < Gross Coupon <= 12.00%    121   8.16     $3,510,970.24
12.00% < Gross Coupon <= 12.25%     81   4.58     $1,971,242.84
12.25% < Gross Coupon <= 12.50%     73   6.95     $2,990,161.58
12.50% < Gross Coupon <= 12.75%     35   2.15       $926,244.09
12.75% < Gross Coupon <= 13.00%     22   1.26       $540,193.25
13.00% < Gross Coupon <= 13.25%     34   2.89     $1,243,729.49
13.25% < Gross Coupon <= 13.50%     43   3.96     $1,702,218.35
13.50% < Gross Coupon <= 13.75%     10    .81       $346,555.43
13.75% < Gross Coupon <= 14.00%     21   1.36       $585,457.86
14.00% < Gross Coupon <= 14.25%      4    .18        $75,734.97
14.25% < Gross Coupon <= 14.50%     14    .99       $427,253.46
14.50% < Gross Coupon <= 14.75%     17    .93       $399,500.00
14.75% < Gross Coupon <= 15.00%     26   1.13       $484,916.65
15.00% < Gross Coupon <= 15.25%     17    .98       $423,468.81
15.25% < Gross Coupon <= 15.50%     22   1.30       $559,230.68
16.50% < Gross Coupon <= 16.75%      1    .03        $11,500.00
__________________________________________________________________
Total.....                       1,307 100.00%   $43,016,213.43
==================================================================

                            
                         REMAINING TERM
__________________________________________________________________
                                                    Total
                                  #      %         Current
         Remaining Term          Loan   Pool       Balance


 48 < Rem Term <=  60               30    .84       $363,388.50
 60 < Rem Term <=  72                6    .19        $80,174.06
 72 < Rem Term <=  84               41   1.19       $512,734.51
 84 < Rem Term <=  96               10    .36       $153,450.16
 96 < Rem Term <= 108                4    .18        $78,679.91
108 < Rem Term <= 120              157   7.56     $3,251,623.51
120 < Rem Term <= 132                1    .05        $20,729.17
132 < Rem Term <= 144              150   9.02     $3,881,161.42
168 < Rem Term <= 180              294  21.68     $9,324,510.40
192 < Rem Term <= 204                1    .07        $31,600.00
228 < Rem Term <= 240              315  27.53    $11,843,910.54
276 < Rem Term <= 288                2    .15        $65,019.00
288 < Rem Term <= 300              154  13.90     $5,978,763.41
336 < Rem Term <= 348                1    .15        $62,541.13
348 < Rem Term <= 360              141  17.13     $7,367,927.71
__________________________________________________________________
Total.....                       1,307 100.00%   $43,016,213.43
==================================================================

THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.

<PAGE>

                           UCFC Funding Corporation
    Manufactured Housing Contract Pass-Through Certificates Series 1996-2
                         
                        ORIGINAL MATURITY
__________________________________________________________________
                                                    Total
            Original              #      %         Current
            Maturity             Loan   Pool       Balance

50  < Original Maturity <=  60      30    .84       $363,388.50
70  < Original Maturity <=  80       5    .16        $68,589.00
80  < Original Maturity <=  90      42   1.22       $524,319.57
90  < Original Maturity <=  100      9    .28       $119,087.23
100 < Original Maturity <=  110      2    .13        $54,197.19
110 < Original Maturity <=  120    158   7.58     $3,260,764.57
140 < Original Maturity <=  150    153   9.19     $3,951,595.18
170 < Original Maturity <=  180    294  21.68     $9,324,510.40
200 < Original Maturity <=  210      1    .07        $31,600.00
230 < Original Maturity <=  240    315  27.53    $11,843,910.54
290 < Original Maturity <=  300    156  14.05     $6,043,782.41
350 < Original Maturity <=  360    142  17.27     $7,430,468.84
__________________________________________________________________
Total.....                       1,307 100.00%   $43,016,213.43
==================================================================

                         
                  LOAN AGE IN MONTHS 
__________________________________________________________________
                                                    Total
                                  #      %         Current
       Age of Loan               Loan   Pool       Balance

  0 = Age                          964  74.59    $32,085,758.30
  0 < Age <=  12                   338  25.20    $10,839,295.25
 12 < Age <=  24                     3    .10        $41,455.29
 36 < Age <=  48                     1    .04        $15,341.66
 48 < Age <=  60                     1    .08        $34,362.93
__________________________________________________________________
Total.....                       1,307 100.00%   $43,016,213.43
==================================================================


THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER.  IF YOU DID NOT RECEIVE SUCH A
 DISCLAIMER, PLEASE CONTACT YOUR PRUDENTIAL SECURITIES INCORPORATED FINANCIAL
                             ADVISOR IMMEDIATELY.


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