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
                                                                               
   6 3/4% PRIDES(SM), CONVERTIBLE PREFERRED      NEW YORK STOCK EXCHANGE       
   STOCK ("PRIDES"), $2.00 PAR VALUE PER SHARE
   

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

                                      NONE
                                (TITLE OF CLASS)


================================================================================
   2
Item 1.    DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

           United Companies Financial Corporation (the "Company" or the
"Registrant") has issued 1,955,000 shares of its 6 3/4% PRIDES(SM), Convertible
Preferred Stock ("PRIDES") pursuant to a Registration Statement on Form S-3
(No. 33- 55227) which was declared effective on September 29, 1994.  The
description of the PRIDES to be registered hereunder is set forth under the
caption "Description of PRIDES" in the Prospectus Supplement and Prospectus
dated June 12, 1995 filed by the Company with the Securities and Exchange
Commission on June 13, 1995 pursuant to Rule 424(b)(5) under the Securities Act
of 1933, as amended, which description is incorporated herein by reference.


Item 2.    EXHIBITS

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





                                       1
   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
   4
                                 EXHIBIT INDEX





 Exhibit                                          Description                                          Page No.
 -------                                          -----------                                          --------
                                                                                                 
     1.       All exhibits required by Instruction II of Item 2 will be
              supplied to the New York Stock Exchange.