<PAGE> 1
================================================================================
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)
================================================================================
<PAGE> 2
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.
<PAGE> 3
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
2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page No.
------- ----------- --------
<S> <C> <C>
1. All exhibits required by Instruction II of Item 2 will be supplied to the New York
Stock Exchange.
</TABLE>