UNITED COMPANIES FINANCIAL CORP
8-A12B/A, 1996-08-30
LIFE INSURANCE
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

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

                                   FORM 8-A/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 OF INCORPORATION OR ORGANIZATION)                   (IRS EMPLOYER
                                                           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
                                               
             COMMON STOCK, $2 PAR VALUE           NEW YORK STOCK EXCHANGE
             

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                      NONE
                                (TITLE OF CLASS)


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Item 1.    DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

           A description of the Common Stock, $2.00 par value per share (the
"Common Stock") of United Companies Financial Corporation (the "Company") to be
registered hereunder is set forth under the caption "DESCRIPTION OF CAPITAL
STOCK - COMMON STOCK" and "DESCRIPTION OF CAPITAL STOCK - SPECIAL CHARTER,
BY-LAW AND LOUISIANA LAW PROVISIONS - ANTI- TAKEOVER PROVISIONS IN THE
COMPANY'S ARTICLES OF INCORPORATION AND BY-LAWS" in the Prospectus Supplement
and Prospectus dated July 20, 1995 and July 17, 1995, respectively, filed by
the Company with the Securities and Exchange Commission on July 21, 1995,
pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, which
description is incorporated herein by reference thereto.


Item 2.    EXHIBITS

           1.    All exhibits required by Instruction II of Item 2 will be
                 supplied to the New York Stock Exchange.
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                                   SIGNATURE


        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.

        August 30, 1996



                                     UNITED COMPANIES
                                     FINANCIAL CORPORATION
                                     
                                     By:   /s/ Sherry E. Anderson              
                                         --------------------------------------
                                           Sherry E. Anderson
                                           Senior Vice President and Secretary
                                     




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                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
 Exhibit                                          Description                                          Page No.
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     <S>      <C>                                                                                      <C>
     1.       All exhibits required by Instruction II of Item 2 will be supplied to the New York
              Stock Exchange.
</TABLE>



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