<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
              (Address of Principal Executive Offices) (Zip Code)

                     UNITED COMPANIES FINANCIAL CORPORATION
                           1993 STOCK INCENTIVE PLAN
                                      AND
                     UNITED COMPANIES FINANCIAL CORPORATION
                  1993 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:
                                 LEE C. KANTROW
                        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          1,000,000              $29.34             $29,343,081          $10,118.30
           par value
============================================================================================================
</TABLE>

(1) There are also being registered hereunder such additional indeterminate
number of shares as may be issuable under the registrant's 1993 Stock Incentive
Plan and 1993 Non-Employee Director Stock Option Plan by reason of stock
dividends or through recapitalization resulting in stock split-ups,
combinations or exchange of shares.

(2) Pursuant to Rule 457, the proposed maximum offering price per share and the
proposed maximum aggregate offering price have been computed as follows: (a)
with respect to the 314,700 shares for which options have been granted as of
the date hereof, computed on the basis of $16.48 per share, the average
exercise price of such shares after adjustment for a one hundred (100%) percent
Common Stock dividend paid on October 18, 1993, and (b) with respect to the
685,300 shares for which options have not yet been granted, computed on the
basis of $35.25 per share, the closing price of the Common Stock reported on
the NASDAQ Stock Market on August 4, 1994.

================================================================================
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of the
general instructions to the Registration Statement on Form S-8 will be sent or
given to employees of United Companies Financial Corporation (the "Company" or
the "Registrant") as required by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Commission under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(Commission File No. 1-7067) are hereby incorporated by reference: (1) the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1993; (2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994; and (3) the description of the Common Stock
contained in the Company's Registration Statement on Form 8-A (Commission File
No. 1-06548) including any amendments or reports filed for the purpose of
updating such description.

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the shares of Common Stock to be offered pursuant to
this registration statement will be passed upon for the Company by the law firm
of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation), P. O. Box
2997, Baton Rouge, LA 70821-2997.  As of June 30, 1994, individual stockholders
of the firm of Kantrow, Spaht, Weaver & Blitzer (A Professional Law
Corporation) owned, directly or indirectly, approximately 20,766 shares of the
Company's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 83 of the Louisiana Business Corporation Law (the "LBCL")
provides that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or
in the right of the corporation), by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another business, foreign or nonprofit corporation, partnership, joint venture,
or other enterprise.  The indemnity may include expenses, including attorney
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or





                                     - 1 -
<PAGE>   3
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  Section 83 further provides that a Louisiana
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions except that no
indemnification is permitted without judicial approval if the director or
officer shall have been adjudged to be liable for willful or intentional
misconduct in the performance of his duty to the corporation.  Where an officer
or director is successful on the merits or otherwise in any defense of any
action referred to above or any claim therein, the corporation must indemnify
him against such expenses that such officer or director actually incurred.
Section 83 permits a corporation to pay expenses incurred by the officer or
director in defending an action, suit or proceeding in advance of the final
disposition thereof if approved by the board of directors.

         Pursuant to Section 83 of the LBCL, the Company has adopted provisions
in its Articles of Incorporation which require the Company to indemnify its
directors and officers to the fullest extent permitted by the LBCL.

         The Articles of Incorporation, as amended, provide that no director or
officer of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director or
officer except for liability (i) for breach of the directors' or officers' duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 92(D) of the LBCL, or (iv) for any transaction from
which the director or officer derived an improper personal benefit.  Section
92(D) of the LBCL specifies certain corporate transactions, such as certain
dividend declarations and dispositions of assets, as unlawful.  The effect of
this provision of the Articles of Incorporation is to eliminate the rights of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director or
officer for breach of fiduciary duty as a director or officer.  This provision
does not limit or eliminate the rights of the Company or any stockholders to
seek non-monetary relief, such as an injunction or rescission in the event of a
breach of a director's or officer's fiduciary duty.

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





                                     - 2 -
<PAGE>   4
         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 4 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 1933 Act;

                          (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 Exchange Act that are incorporated by
                          reference in the registration statement.

                 (2)      That for the purpose of determining any liability
                          under the 1933 Act, 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 1933 Act, each
                 filing of the Registrant's annual report pursuant to





                                     - 3 -
<PAGE>   5
                 Section 13(a) or Section 15(d) of the Exchange Act (and,
                 where applicable, each filing of an employee benefit plan's
                 annual report pursuant to Section 15(d) of the Exchange Act)
                 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
                 1933 Act 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 1933 Act and will
                 be governed by the final adjudication of such issue.


                                   SIGNATURES

         Pursuant to the requirements of the 1933 Act, 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, as
amended, this registration statement has been signed by the following persons
in the capacities and on the dates indicated.





                                     - 4 -
<PAGE>   6
<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)                        
                                                                           
                                           

                                           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>





                                     - 5 -
<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 4 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": 23987}]
{"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": "033-54955", "film-number": "94542113"}, "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
              (Address of Principal Executive Offices) (Zip Code)

                     UNITED COMPANIES FINANCIAL CORPORATION
                           1993 STOCK INCENTIVE PLAN
                                      AND
                     UNITED COMPANIES FINANCIAL CORPORATION
                  1993 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:
                                 LEE C. KANTROW
                        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          1,000,000              $29.34             $29,343,081          $10,118.30
           par value
============================================================================================================
(1) There are also being registered hereunder such additional indeterminate
number of shares as may be issuable under the registrant's 1993 Stock Incentive
Plan and 1993 Non-Employee Director Stock Option Plan by reason of stock
dividends or through recapitalization resulting in stock split-ups,
combinations or exchange of shares.

(2) Pursuant to Rule 457, the proposed maximum offering price per share and the
proposed maximum aggregate offering price have been computed as follows: (a)
with respect to the 314,700 shares for which options have been granted as of
the date hereof, computed on the basis of $16.48 per share, the average
exercise price of such shares after adjustment for a one hundred (100%) percent
Common Stock dividend paid on October 18, 1993, and (b) with respect to the
685,300 shares for which options have not yet been granted, computed on the
basis of $35.25 per share, the closing price of the Common Stock reported on
the NASDAQ Stock Market on August 4, 1994.

================================================================================
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of the
general instructions to the Registration Statement on Form S-8 will be sent or
given to employees of United Companies Financial Corporation (the "Company" or
the "Registrant") as required by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Commission under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(Commission File No. 1-7067) are hereby incorporated by reference: (1) the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1993; (2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994; and (3) the description of the Common Stock
contained in the Company's Registration Statement on Form 8-A (Commission File
No. 1-06548) including any amendments or reports filed for the purpose of
updating such description.

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the shares of Common Stock to be offered pursuant to
this registration statement will be passed upon for the Company by the law firm
of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation), P. O. Box
2997, Baton Rouge, LA 70821-2997.  As of June 30, 1994, individual stockholders
of the firm of Kantrow, Spaht, Weaver & Blitzer (A Professional Law
Corporation) owned, directly or indirectly, approximately 20,766 shares of the
Company's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 83 of the Louisiana Business Corporation Law (the "LBCL")
provides that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or
in the right of the corporation), by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another business, foreign or nonprofit corporation, partnership, joint venture,
or other enterprise.  The indemnity may include expenses, including attorney
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or

                                     - 1 -
3
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  Section 83 further provides that a Louisiana
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions except that no
indemnification is permitted without judicial approval if the director or
officer shall have been adjudged to be liable for willful or intentional
misconduct in the performance of his duty to the corporation.  Where an officer
or director is successful on the merits or otherwise in any defense of any
action referred to above or any claim therein, the corporation must indemnify
him against such expenses that such officer or director actually incurred.
Section 83 permits a corporation to pay expenses incurred by the officer or
director in defending an action, suit or proceeding in advance of the final
disposition thereof if approved by the board of directors.

         Pursuant to Section 83 of the LBCL, the Company has adopted provisions
in its Articles of Incorporation which require the Company to indemnify its
directors and officers to the fullest extent permitted by the LBCL.

         The Articles of Incorporation, as amended, provide that no director or
officer of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director or
officer except for liability (i) for breach of the directors' or officers' duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 92(D) of the LBCL, or (iv) for any transaction from
which the director or officer derived an improper personal benefit.  Section
92(D) of the LBCL specifies certain corporate transactions, such as certain
dividend declarations and dispositions of assets, as unlawful.  The effect of
this provision of the Articles of Incorporation is to eliminate the rights of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director or
officer for breach of fiduciary duty as a director or officer.  This provision
does not limit or eliminate the rights of the Company or any stockholders to
seek non-monetary relief, such as an injunction or rescission in the event of a
breach of a director's or officer's fiduciary duty.

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

                                     - 2 -
4
         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 4 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 1933 Act;

                          (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 Exchange Act that are incorporated by
                          reference in the registration statement.

                 (2)      That for the purpose of determining any liability
                          under the 1933 Act, 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 1933 Act, each
                 filing of the Registrant's annual report pursuant to

                                     - 3 -
5
                 Section 13(a) or Section 15(d) of the Exchange Act (and,
                 where applicable, each filing of an employee benefit plan's
                 annual report pursuant to Section 15(d) of the Exchange Act)
                 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
                 1933 Act 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 1933 Act and will
                 be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the 1933 Act, 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, as
amended, this registration statement has been signed by the following persons
in the capacities and on the dates indicated.

                                     - 4 -
6
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)                        
                                                                           
                                           

                                           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.
- 5 -
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 4 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.