<PAGE>   1


         As filed with the Securities and Exchange Commission on August 5, 1994.
                                         REGISTRATION NO. 33____________________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ______________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                         ______________________________

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

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

                 4041 ESSEN LANE, BATON ROUGE, LOUISIANA 70809
                     
                     UNITED COMPANIES FINANCIAL CORPORATION
                  1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 DALE E. REDMAN
                            CHIEF FINANCIAL OFFICER
                                4041 ESSEN LANE
                             BATON ROUGE, LA. 70809
                    (Name and address of agent for service)

                                 (504) 924-6007
         (Telephone number, including area code, of agent for service)
                         ______________________________

                                    Copy to:
                            J. MICHAEL ROBINSON, JR.
                        KANTROW, SPAHT, WEAVER & BLITZER
                        (A PROFESSIONAL LAW CORPORATION)
                                 P.O. BOX 2997
                          BATON ROUGE, LA  70821-2997
                                 (504) 383-4703

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
                                                  Proposed maximum     Proposed maximum
   Title of Securities         Amount to be        offering price          aggregate            Amount of
     to be registered        Registered (1)         per share (2)     offering price (2)     registration fee
- -------------------------------------------------------------------------------------------------------------
 <S>                              <C>                   <C>                <C>                   <C>
 Common Stock, $2.00              54,280                $8.24              $447,267              $154.23
           par value
=============================================================================================================
</TABLE>



(1) There are also being registered hereunder such additional indeterminate
number of shares as may be issuable under the Plan by reason of stock dividends
or through recapitalization resulting in stock split-ups, combinations or
exchange of shares.

(2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
per share and the proposed maximum aggregate offering price have been computed
on the basis of $8.24 per share, the average exercise price of such shares
after adjustment for a fifteen (15%) percent Common Stock dividend paid on
August 13, 1992 and a one hundred (100%) percent Common Stock dividend paid on
October 18, 1993.

================================================================================

<PAGE>   2


         This Registration Statement registers additional securities of the
same class as other securities for which the Registration Statement on Form
S-8, SEC File No. 33-29994 was filed with the Securities and Exchange
Commission on July 14, 1989 (the "Registration Statement").  Pursuant to
General Instruction E of Form S-8, the contents of the above-listed
Registration Statement are hereby incorporated by reference.





                                       1
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS

         Exhibit No.              Description of Document
         -----------              -----------------------

         4.1(1)           -Articles of Incorporation, as amended

         4.1A(1)          -Amendment to Articles of Incorporation effective
                           June 18, 1993

         4.1B(2)          -Amendment to Articles of Incorporation effective May
                           12, 1994

         4.2(1)           -By-Laws, as amended

         4.3(3)           -Series A Junior Participating Preferred Stock
                           Purchase Rights

         5.1(2)           -Opinion of Kantrow, Spaht, Weaver & Blitzer (A
                           Professional Law Corporation)

         15.1(2)          -Letter of Deloitte & Touche regarding unaudited
                           interim financial information

         23.1(2)          -Consent of Deloitte & Touche

         23.2(2)          -Consent of Kantrow, Spaht, Weaver & Blitzer (A
                           Professional Law Corporation) (included in Exhibit
                           5.1)

         24.1(2)          -Power of Attorney (contained in page II-3 of this
                           Registration Statement)

(1)      Incorporated herein by reference to the designated Exhibit of the
         Company's Form 10-K dated December 31, 1993.

(2)      Filed herewith.

(3)      Incorporated herein by reference to the Company's Form 8-A filed with
         the Commission on August 5, 1994.

ITEM 9. UNDERTAKINGS

         (a)  The undersigned registrant hereby undertakes:

                 (1)  To file, during any period in which offers or sales are
                 being made, a post-effective amendment to this registration
                 statement:

                          (i)  To include any Prospectus required by Section
                          10(a) of the Securities Act of 1933;





                                      II-1
<PAGE>   4
                          (ii)  To reflect in the Prospectus any facts or
                          events arising after the effective date of the
                          registration statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in the registration
                          statement;

                          (iii)  To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in the registration statement or any
                          material change to such information in the
                          registration statement;

                 Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                 not apply if the registration statement is on Form S- 3 or
                 Form S-8 and the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed by the registrant pursuant to Section
                 13 or 15(d) of the Securities Exchange Act of 1934 that are
                 incorporated by reference in the registration statement.

                 (2)  That for the purpose of determining any liability under
                 the Securities Act of 1933, each post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

                 (3)  To remove from registration by way of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
         of determining any liability under the Securities Act of 1933, each
         filing of the Registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934 (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Securities and Exchange Act of 1934)
         that is incorporated by reference in the registration statement shall
         be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

         (h)  Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted of directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable.  In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person for the
         Registrant in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or controlling
         person in connection with the securities being registered, the
         Registrant will, unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.





                                      II-2
<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana on July 27,
1994.

                                  UNITED COMPANIES FINANCIAL CORPORATION

                                  By:  /s/ SHERRY E. ANDERSON                
                                           Sherry E. Anderson
                                           Senior Vice President and Secretary

                               POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes J. Terrell
Brown and Dale E. Redman and each of them acting individually, with full power
of substitution, to file one or more amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith with the Securities
and Exchange Commission, which amendments, may make such changes as J. Terrell
Brown or Dale E. Redman deems appropriate; and each person whose signature
appears below, individually and in each capacity stated below, hereby appoints
J. Terrell Brown and Dale E. Redman, and either of them acting individually,
with full power of substitution, as Attorney-in-Fact to execute in his name and
on his behalf any such Amendments to this Registration Statement.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
         Signature                         Title                                     Date
         ---------                         -----                                     ----
<S>                                        <C>                                       <C>
/s/ HARRIS J. CHUSTZ                       Chairman of the Board                     July 27, 1994
- ---------------------------------          (Principal Executive Officer)                          
Harris J. Chustz                                                        
                                           

/s/ J. TERRELL BROWN                       President, Chief Executive                July 27, 1994
- ---------------------------------          Officer and Director                                   
J. Terrell Brown                           (Principal Executive Officer)
                                           

/s/ DALE E. REDMAN                         Executive Vice President,                 July 27, 1994
- ---------------------------------          Chief Financial Officer,                               
Dale E. Redman                             Assistant Secretary and Director
                                           (Principal Financial Officer)   
                                           

/s/ JESSE O. GRIFFIN                       Senior Vice President and                 July 27, 1994
- ---------------------------------          Controller (Principal Accounting                     
Jesse O. Griffin                           Officer)                        
                                                                           
</TABLE>                                   





                                      II-3
<PAGE>   6
<TABLE>
<S>                                        <C>                                       <C>
                                           Director                                  July __, 1994
- ---------------------------------                                                                   
James J. Bailey, III


/s/ ROBERT H. BARROW                       Director                                  July 25, 1994
- ---------------------------------                                                                 
Robert H. Barrow


/s/ RICHARD A. CAMPBELL                    Director                                  July 27, 1994
- ---------------------------------                                                                 
Richard A. Campbell


/s/ ROBERT D. KILPATRICK                   Director                                  July 27, 1994
- ---------------------------------                                                                 
Robert D. Kilpatrick


                                           Director                                  July __, 1994
- ---------------------------------                                                                   
O. Miles Pollard


                                           Director                                  July __, 1994
- ---------------------------------                                                                   
Charles S. Prosser, M.D.


/s/ WILLIAM H. WRIGHT, JR.                 Director                                  July 25, 1994
- ---------------------------------                                                                 
William H. Wright, Jr.
</TABLE>





                                      II-4
<PAGE>   7
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                                      Sequentially
                                                                                        Numbered
         Exhibit No.              Description of Document                                 Page
         -----------              -----------------------                             ------------
         <S>              <C>                                                         <C>
         4.1(1)           -Articles of Incorporation, as amended

         4.1A(1)          -Amendment to Articles of Incorporation effective
                           June 18, 1993

         4.1B(2)          -Amendment to Articles of Incorporation effective May
                           12, 1994

         4.2(1)           -By-Laws, as amended

         4.3(3)           -Series A Junior Participating Preferred Stock
                           Purchase Rights

         5.1(2)           -Opinion of Kantrow, Spaht, Weaver & Blitzer (A
                           Professional Law Corporation)

         15.1(2)          -Letter of Deloitte & Touche regarding unaudited
                           interim financial information

         23.1(2)          -Consent of Deloitte & Touche

         23.2(2)          -Consent of Kantrow, Spaht, Weaver & Blitzer (A
                           Professional Law Corporation) (included in Exhibit
                           5.1)

         24.1(2)          -Power of Attorney (contained in page II-3 of this
                           Registration Statement)
</TABLE>

(1)      Incorporated herein by reference to the designated Exhibit of the
         Company's Form 10-K dated December 31, 1993.

(2)      Filed herewith.

(3)      Incorporated herein by reference to the Company's Form 8-A filed with
         the Commission on August 5, 1994.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17648}]
{"company-data": {"conformed-name": "UNITED COMPANIES FINANCIAL CORP", "cik": "0000217416", "assigned-sic": "6162", "irs-number": "710430414", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54957", "film-number": "94542114"}, "business-address": {"street1": "4041 ESSEN LN", "street2": "P O BOX 1591", "city": "BATON ROUGE", "state": "LA", "zip": "70809", "phone": "5049246007"}}
1

         As filed with the Securities and Exchange Commission on August 5, 1994.
                                         REGISTRATION NO. 33____________________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ______________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                         ______________________________

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

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

                 4041 ESSEN LANE, BATON ROUGE, LOUISIANA 70809
                     
                     UNITED COMPANIES FINANCIAL CORPORATION
                  1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 DALE E. REDMAN
                            CHIEF FINANCIAL OFFICER
                                4041 ESSEN LANE
                             BATON ROUGE, LA. 70809
                    (Name and address of agent for service)

                                 (504) 924-6007
         (Telephone number, including area code, of agent for service)
                         ______________________________

                                    Copy to:
                            J. MICHAEL ROBINSON, JR.
                        KANTROW, SPAHT, WEAVER & BLITZER
                        (A PROFESSIONAL LAW CORPORATION)
                                 P.O. BOX 2997
                          BATON ROUGE, LA  70821-2997
                                 (504) 383-4703

                        CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                  Proposed maximum     Proposed maximum
   Title of Securities         Amount to be        offering price          aggregate            Amount of
     to be registered        Registered (1)         per share (2)     offering price (2)     registration fee
- -------------------------------------------------------------------------------------------------------------
Common Stock, $2.00              54,280                $8.24              $447,267              $154.23
           par value
=============================================================================================================
(1) There are also being registered hereunder such additional indeterminate
number of shares as may be issuable under the Plan by reason of stock dividends
or through recapitalization resulting in stock split-ups, combinations or
exchange of shares.

(2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
per share and the proposed maximum aggregate offering price have been computed
on the basis of $8.24 per share, the average exercise price of such shares
after adjustment for a fifteen (15%) percent Common Stock dividend paid on
August 13, 1992 and a one hundred (100%) percent Common Stock dividend paid on
October 18, 1993.

================================================================================
2

         This Registration Statement registers additional securities of the
same class as other securities for which the Registration Statement on Form
S-8, SEC File No. 33-29994 was filed with the Securities and Exchange
Commission on July 14, 1989 (the "Registration Statement").  Pursuant to
General Instruction E of Form S-8, the contents of the above-listed
Registration Statement are hereby incorporated by reference.

                                       1
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS

         Exhibit No.              Description of Document
         -----------              -----------------------

         4.1(1)           -Articles of Incorporation, as amended

         4.1A(1)          -Amendment to Articles of Incorporation effective
                           June 18, 1993

         4.1B(2)          -Amendment to Articles of Incorporation effective May
                           12, 1994

         4.2(1)           -By-Laws, as amended

         4.3(3)           -Series A Junior Participating Preferred Stock
                           Purchase Rights

         5.1(2)           -Opinion of Kantrow, Spaht, Weaver & Blitzer (A
                           Professional Law Corporation)

         15.1(2)          -Letter of Deloitte & Touche regarding unaudited
                           interim financial information

         23.1(2)          -Consent of Deloitte & Touche

         23.2(2)          -Consent of Kantrow, Spaht, Weaver & Blitzer (A
                           Professional Law Corporation) (included in Exhibit
                           5.1)

         24.1(2)          -Power of Attorney (contained in page II-3 of this
                           Registration Statement)

(1)      Incorporated herein by reference to the designated Exhibit of the
         Company's Form 10-K dated December 31, 1993.

(2)      Filed herewith.

(3)      Incorporated herein by reference to the Company's Form 8-A filed with
         the Commission on August 5, 1994.

ITEM 9. UNDERTAKINGS

         (a)  The undersigned registrant hereby undertakes:

                 (1)  To file, during any period in which offers or sales are
                 being made, a post-effective amendment to this registration
                 statement:

                          (i)  To include any Prospectus required by Section
                          10(a) of the Securities Act of 1933;

                                      II-1
4
                          (ii)  To reflect in the Prospectus any facts or
                          events arising after the effective date of the
                          registration statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in the registration
                          statement;

                          (iii)  To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in the registration statement or any
                          material change to such information in the
                          registration statement;

                 Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                 not apply if the registration statement is on Form S- 3 or
                 Form S-8 and the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed by the registrant pursuant to Section
                 13 or 15(d) of the Securities Exchange Act of 1934 that are
                 incorporated by reference in the registration statement.

                 (2)  That for the purpose of determining any liability under
                 the Securities Act of 1933, each post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

                 (3)  To remove from registration by way of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
         of determining any liability under the Securities Act of 1933, each
         filing of the Registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934 (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Securities and Exchange Act of 1934)
         that is incorporated by reference in the registration statement shall
         be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

         (h)  Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted of directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable.  In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person for the
         Registrant in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or controlling
         person in connection with the securities being registered, the
         Registrant will, unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

                                      II-2
5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana on July 27,
1994.

                                  UNITED COMPANIES FINANCIAL CORPORATION

                                  By:  /s/ SHERRY E. ANDERSON                
                                           Sherry E. Anderson
                                           Senior Vice President and Secretary

                               POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes J. Terrell
Brown and Dale E. Redman and each of them acting individually, with full power
of substitution, to file one or more amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith with the Securities
and Exchange Commission, which amendments, may make such changes as J. Terrell
Brown or Dale E. Redman deems appropriate; and each person whose signature
appears below, individually and in each capacity stated below, hereby appoints
J. Terrell Brown and Dale E. Redman, and either of them acting individually,
with full power of substitution, as Attorney-in-Fact to execute in his name and
on his behalf any such Amendments to this Registration Statement.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                         Title                                     Date
         ---------                         -----                                     ----
/s/ HARRIS J. CHUSTZ                       Chairman of the Board                     July 27, 1994
- ---------------------------------          (Principal Executive Officer)                          
Harris J. Chustz                                                        
                                           

/s/ J. TERRELL BROWN                       President, Chief Executive                July 27, 1994
- ---------------------------------          Officer and Director                                   
J. Terrell Brown                           (Principal Executive Officer)
                                           

/s/ DALE E. REDMAN                         Executive Vice President,                 July 27, 1994
- ---------------------------------          Chief Financial Officer,                               
Dale E. Redman                             Assistant Secretary and Director
                                           (Principal Financial Officer)   
                                           

/s/ JESSE O. GRIFFIN                       Senior Vice President and                 July 27, 1994
- ---------------------------------          Controller (Principal Accounting                     
Jesse O. Griffin                           Officer)
II-3
6
Director                                  July __, 1994
- ---------------------------------                                                                   
James J. Bailey, III

/s/ ROBERT H. BARROW                       Director                                  July 25, 1994
- ---------------------------------                                                                 
Robert H. Barrow

/s/ RICHARD A. CAMPBELL                    Director                                  July 27, 1994
- ---------------------------------                                                                 
Richard A. Campbell

/s/ ROBERT D. KILPATRICK                   Director                                  July 27, 1994
- ---------------------------------                                                                 
Robert D. Kilpatrick

                                           Director                                  July __, 1994
- ---------------------------------                                                                   
O. Miles Pollard

                                           Director                                  July __, 1994
- ---------------------------------                                                                   
Charles S. Prosser, M.D.

/s/ WILLIAM H. WRIGHT, JR.                 Director                                  July 25, 1994
- ---------------------------------                                                                 
William H. Wright, Jr.
II-4
7
                                 EXHIBIT INDEX
Sequentially
                                                                                        Numbered
         Exhibit No.              Description of Document                                 Page
         -----------              -----------------------                             ------------
4.1(1)           -Articles of Incorporation, as amended

         4.1A(1)          -Amendment to Articles of Incorporation effective
                           June 18, 1993

         4.1B(2)          -Amendment to Articles of Incorporation effective May
                           12, 1994

         4.2(1)           -By-Laws, as amended

         4.3(3)           -Series A Junior Participating Preferred Stock
                           Purchase Rights

         5.1(2)           -Opinion of Kantrow, Spaht, Weaver & Blitzer (A
                           Professional Law Corporation)

         15.1(2)          -Letter of Deloitte & Touche regarding unaudited
                           interim financial information

         23.1(2)          -Consent of Deloitte & Touche

         23.2(2)          -Consent of Kantrow, Spaht, Weaver & Blitzer (A
                           Professional Law Corporation) (included in Exhibit
                           5.1)

         24.1(2)          -Power of Attorney (contained in page II-3 of this
                           Registration Statement)
(1)      Incorporated herein by reference to the designated Exhibit of the
         Company's Form 10-K dated December 31, 1993.

(2)      Filed herewith.

(3)      Incorporated herein by reference to the Company's Form 8-A filed with
         the Commission on August 5, 1994.