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                                UNITED STATES
                      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
                               December 2, 1996
                                      
                    UNITED COMPANIES FINANCIAL CORPORATION
            (Exact name of registrant as specified in its charter)


       Louisiana                         1-7067                  71-0430414

(State or other jurisdiction     (Commission File Number)      (IRS Employer 
    of incorporation)                                        Identification No.)


 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)




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Item 5.   Other Events

        United Companies Financial Corporation ("UCFC") announced on November
27, 1996, that it has terminated negotiations for the proposed acquisition of
Empire Funding Corp. UCFC had previously announced on October 15, 1996, that it
had entered into a non-binding letter of intent with respect to this proposed
acquisition.
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                                  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:   December 2, 1996                  By:    /s/ Dale E. Redman 
     ------------------------                -----------------------------------
                                             Dale E. Redman, Executive Vice
                                             President and Chief Financial 
                                             Officer