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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549       
 
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                                 FORM 10-K/A-1

(Mark One)
(X)    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
                             EXCHANGE ACT OF 1934

For the year ended December 31, 1993

                                       OR

( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
                             EXCHANGE ACT OF 1934

For the transition period from .................... to ......................

Commission file number 1-7067

                     UNITED COMPANIES FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                 Louisiana                            71-0430414
      (State or other jurisdiction of              (I.R.S. Employer
       incorporation or organization)             Identification No.)

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

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

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

                                            Name of each exchange on
                Title of each class             which registered
                -------------------         ------------------------
                                      NONE

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

                         Common Stock, Par Value $2.00
                                (Title of Class)          

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         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X   No 
                                               ---     ---

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form   10-K.   (X)

         The aggregate market value of voting stock held by non-affiliates of
the registrant as reported by the National Association of Securities Dealers
Automated Quotation System/National Stock Market, as of February 10, 1994 was
$402,231,460.

         The number of shares of $2.00 par value stock issued and outstanding
as of February 10, 1994 was 12,328,416 excluding 512,648 treasury shares.

                      DOCUMENTS INCORPORATED BY REFERENCE

         Management's proxy statement in connection with the Annual Meeting of
Shareholders held April 28, 1994 is incorporated by reference in Part III.

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                       AMENDMENT TO APPLICATION OR REPORT
                  Filed Pursuant to Section 12, 13 or 15(d) of
                      THE SECURITIES EXCHANGE ACT OF 1934

                     UNITED COMPANIES FINANCIAL CORPORATION


                                AMENDMENT NO. 1

The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its 1993 Annual Report on Form 10-K
as set forth in the pages attached hereto:

Exhibits:
        10.17(4) 1993 Form 11-K - Registrant's Employees' Savings Plan and Trust

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                  UNITED COMPANIES FINANCIAL CORPORATION

                                  By:      /s/ Jesse O. Griffin
                                           Jesse O. Griffin
                                           Senior Vice President and Controller


Dated:    June 27, 1994