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)
                             MAY 25, 1995

                                             

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


    LOUISIANA             33-55227           71-0430414 
 (State or Other        (Commission          (IRS Employer    
 Jurisdiction of        File Number)         Identification No.) 
Incorporation)

    4041 ESSEN LANE, BATON ROUGE, LOUISIANA         70809
 (Address of Principal Executive Offices)        (Zip Code)

Registrant's telephone number, including area code (504)
924-6007

                         NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.

(a)    Not Applicable.
(b)    Not Applicable.
(c)    Exhibits:

4.8.    Form of Articles of Amendment to Articles of
        Incorporation.

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

12.1.   Statement of Computation of Ratio of Earnings to Fixed
        Charges.

12.2.   Statement of Computation of Ratio of Earnings to
        Combined Fixed Charges and Preferred Stock Dividends.

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




                          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 hereunto duly
authorized.


                       UNITED COMPANIES FINANCIAL CORPORATION
                                    (Registrant)


Date:  May 25, 1995     By: /S/ DALE E. REDMAN               
                           Name:  Dale E. Redman
                           Title: Executive Vice President &
                                  Chief Financial Officer



                                  EXHIBIT INDEX
                                                                
                                                  
EXHIBIT NUMBER              DESCRIPTION                    

  
4.8         Form of Articles of Amendment to Articles      5
            of Incorporation.

8.1         Opinion of Stroock & Stroock & Lavan with       
            respect to certain tax matters.
           
12.1        Statement of Computation of Ratio of Earnings
            to Fixed Charges.           

12.2        Statement of Computation of Ratio of Earnings
            to Combined Fixed Charges and Preferred Stock
            Dividends.           

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