UNITED COMPANIES FINANCIAL CORP
8-A12G, 1995-06-09
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                                       

                            FORM 8-A

        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


             UNITED COMPANIES FINANCIAL CORPORATION
     (Exact Name of Registrant as Specified in its Charter)


Louisiana                                     71-0430414     
(State or other Jurisdiction                  (I.R.S. Employer   
of Incorporation or Organization)             Identification
No.)

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


Securities to be registered pursuant to Section 12(b) of the
Act:                                                            



Title of each class                Name of each exchange on
which to be so registered                each class is to be
registered -------------------                ------------------
- ------------None


Securities to be registered pursuant to Section 12(g) of the
Act:


    __% PRIDES, Convertible Preferred Stock, $2.00 par value     
- ---------------------------------------------------------------  
                      (Title of class)

<PAGE>

Item 1.   Description of Registrant's Securities to be           
          Registered


     The description of the __% PRIDESSM, Convertible Preferred
Stock, $2.00 par value (the "PRIDES"), of United Companies
Financial Corporation (the "Company") to be registered hereunder
is set forth under the caption "Description of PRIDES" in the
Preliminary Prospectus Supplement dated May 25, 1995 filed by
the Company with the Securities and Exchange Commission on May
26, 1995 pursuant to Rule 424(b)(5) under the Securities Act of
1933, as amended, which description is incorporated herein by
reference.  The PRIDES are being offered under the Company's
shelf registration statement on Form S-3 (Registration No. 33-
55227) which was declared effective on September 29, 1994. 

SM Service Mark of Merrill Lynch & Co., Inc.


Item 2.   Exhibits

No.
- ---
4.1       Form of Articles of Amendment for the PRIDES
          (Incorporated by reference to Exhibit 4.8 to the       
   Company's Current Report on Form 8-K, filed on May 26,        
  1995)

<PAGE>

                            SIGNATURE


     Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this regis-tration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

                         UNITED COMPANIES FINANCIAL CORPORATION  
                        (Registrant)


                         By: /s/ SHERRY E. ANDERSON              
                           Sherry E. Anderson
                            Senior Vice President and 
                            Secretary


Date:  June 9, 1995

<PAGE>

                          EXHIBIT INDEX
                          -------------

Exhibit                  Description                    Page No.
- -------                  -----------                    --------
4.1          Form of Articles of Amendment for the 
             PRIDES (Incorporated by reference to 
             Exhibit 4.8 to the Company's Current 
             Report on Form 8-K, filed on May 26, 1995)


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