UNITED COMPANIES SEPARATE ACCOUNT ONE
24F-2NT, 1997-02-25
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            Annual Notice of Securities Sold Pursuant to Rule 24F-2

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 24F-2
                       Annual Notice of Securities Sold
                            Pursuant to Rule 24f-2

     Read  instructions  at  end  of  Form  before  preparing  Form.
                             Please print or type.


1.    Name  and  address  of  issuer:
          United  Companies  Separate  Account  One
          8545  United  Plaza  Boulevard
          Baton  Rouge,  LA  70809-2251

2.    Name  of  each  series or class of funds for which this notice is filed:

          United  Companies  Separate  Account  One

3.    Investment  Company  Act  File  Number:
          811-9026

    Securities  Act  File  Number:
          33-91362
          33-95778

4.    Last  day  of  fiscal  year  for  which  this  notice  is  filed:
                    December  31,  1996

5.  Check box if this notice is being filed more than 180 days after the close
of  the  insurer's fiscal year for purposes of reporting securities sold after
the  close  of  the  fiscal  year but before termination of the issuer's 24f-2
declaration:
                                                                         [  ]

6.    Date  of  termination of issuer's declaration under rule 24f-2(a)(1), if
applicable  (see  Instruction  A.6):

7.  Number and amount of securities of the same class or series which had been
registered  under the Securities Act of 1933 other than pursuant to rule 24f-2
in  a  prior  fiscal  year,  but which remained unsold at the beginning of the
fiscal  year:                                NONE

8.    Number  and amount of securities registered during the fiscal year other
than  pursuant  to  rule  24f-2:                          NONE

9.  Number and aggregate sale price of securities sold during the fiscal year:
                     Number  =  1,847,591  units          Amount = $18,978,435

10.  Number and aggregate sale price of securities sold during the fiscal year
in  reliance  upon  registration  pursuant  to  rule  24f-2:
                     Number  =  1,847,591  units          Amount = $18,978,435

11.    Number  and aggregate sale price of securities issued during the fiscal
year  in  connection  with  dividend  reinvestment  plans,  if applicable (see
Instruction  B.7):          0

<PAGE>

12.    Calculation  of  registration  fee:

     (i)    Aggregate  sale price of securities sold during the fiscal year in
reliance  on  rule  24f-2  (from  Item  10):

                                                           $  18,978,435
                                                           ------------------

     (ii)    Aggregate  price  of  shares  issued  in connection with dividend
reinvestment  plans  (from  Item  11,  if  applicable):
                                                           +                0
                                                           ------------------

     (iii)    Aggregate  price  of  shares  redeemed or repurchased during the
fiscal  year  (if  applicable):

                                                           -    1,984,656
                                                           ------------------

      (iv)    Aggregate price of shares redeemed or repurchased and previously
applied  as a reduction to filing fees pursuant to rule 24e-2 (if applicable):
                                                            +                0
                                                           ------------------

      (v)  Net aggregate price of securities sold and issued during the fiscal
year  in  reliance  on  rule 24f-2 [line (I), plus line (ii), less line (iii),
plus  line  (iv](if  applicable):

                                                            $  16,993,779
                                                           ------------------

      (vi)    Multiplier  prescribed  by Section 6(b) of the Securities Act of
1933  or  other  applicable  law  or  regulation  (see  Instruction  C.6):

                          1/3300                            x .00030303
                                                           ------------------

      (vii)    Fee  due  [line  (I)  or  line  (v)  multiplied  by line (vi)]:
                                                            $     5,149.62
                                                           ------------------
Instruction:  Issuers should complete lines (ii), (iii), (iv), and (v) only if
the  form is being filed within 60 days after the close of the issuer's fiscal
year.    See  Instruction  C.3.

13.    Check  box  if  fees  are  being  remitted  to the Commission's lockbox
depository  as  described  in section 3a of the Commission's Rules of Informal
and  Other  Procedures  (17CFR  202.3a).
                                                                          [X]

Date  of  mailing  or wire transfer of filing fees to the Commission's lockbox
depository:
                              February  25,  1997

<PAGE>

                                  SIGNATURES

This  report  has  been signed below by the following persons on behalf of the
issuer  and  in  the  capacities  and  on  the  dates  indicated.

By  (Signature  and  Title)*  /s/  DONALD  M.  WOODARD
                          ------------------------------
                              Donald  M.  Woodard
                              Senior  Vice  President  &  Controller

Date:    February  25,  1997
       -----------------------
 * Please print the name and title of the signing officer below the signature.




Blazzard,  Grodd  &  Hasenauer,  P.C.
943  Post  Road  East
Westport,  CT  06880
(203)  226-7866




February  14,  1997


Board  of  Directors
United  Companies  Life  Insurance  Company
8545  United  Plaza  Boulevard
Baton  Rouge,  Louisiana  70809-2251

Re:      Opinion  of  Counsel  -  United  Companies  Separate  Account  One

Gentlemen:

You  have  requested our Opinion of Counsel in connection with the filing with
the  Securities and Exchange Commission of "Form 24F-2" with respect to United
Companies  Separate  Account  One.

We  have  made  such examination of the law and have examined such records and
documents  as  in  our  judgment  are necessary or appropriate to enable us to
render  the  opinions  expressed  below.

We  are  of  the  following  opinions:

     1.    United Companies Separate Account One is a Unit Investment Trust as
that  term  is  defined  in Section 4(2) of the Investment Company Act of 1940
(the  "Act"),  and  is  currently  registered with the Securities and Exchange
Commission,  pursuant  to  Section  8(a)  of  the  Act.

     2.      Upon the acceptance of purchase payments made by a contract owner
pursuant  to  a Contract issued in accordance with the Prospectus contained in
the  Registration  Statement  and  upon  compliance  with applicable law, such
contract  owner  will  have  a  legally-issued,  fully paid and non-assessable
contractual  interest  in  United  Companies  Separate  Account  One.

This  opinion  is  limited  solely to its use as an exhibit to your Form 24F-2
filed  pursuant  to  Rule  24f-2.

Sincerely,

BLAZZARD,  GRODD  &  HASENAUER,  P.C.



By:  /S/ LYNN  KORMAN  STONE
   -------------------------
         Lynn  Korman  Stone





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