<PAGE>   1
 As filed with the Securities and Exchange Commission on September 29, 1995.
                                        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
                           MANAGEMENT INCENTIVE 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           300,000             $65.50             $19,650,000           $7,277.78
      par value(3)
========================================================================================================
</TABLE>

(1) There are also being registered hereunder such additional indeterminate
number of shares as may be issuable under the registrant's Management Incentive
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 $65.50 per share, the closing price of the Common Stock
reported on the Nasdaq National Market on September 27, 1995.
(3) Includes Preferred Share Purchase Rights (the "Rights").  The Rights are
associated with and trade with the Common Stock.  The value, if any,
attributable to the Rights is reflected in the market price of the Common
Stock.

================================================================================
<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 under the
Securities Act of 1933, as amended (the "Act") will be sent or given to
employees of United Companies Financial Corporation (the "Company") as required
by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Act.
<PAGE>   3
                                    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: (a) the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994, as amended by Amendment No. 1 on Form 10-K/A-1 and Amendment No. 2 on
Form 10-K/A-2; (b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; (c) the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995; (d) the Company's Proxy Statement dated May 1,
1995, in connection with the Company's Annual Meeting of Shareholders held on
June 14, 1995; (e) the Company's Current Report on Form 8-K filed on May 26,
1995; (f) the Company's Current Report on Form 8-K filed on June 16, 1995; (g)
the Company's Current Report on Form 8-K filed on July 26, 1995; (h) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A (including any amendments or reports filed
for the purpose of updating such description); and (i) the description of the
Company's Preferred Share Purchase Rights contained in the Company's
Registration Statement on Form 8-A (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

         (a)     Legal Opinions.

         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), Baton
Rouge, Louisiana.  As of August 31, 1995, individual stockholders of the firm
of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) owned,
directly or indirectly, approximately 25,000 shares of the Company's Common
Stock.

         (b)     Experts.

         The consolidated financial statements and the related financial
statement schedules incorporated in this Registration Statement by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
1994, as amended by Amendment No. 1 on Form 10-K/A-1 and Amendment No. 2 on
Form 10-K/A-2 have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

         With respect to the unaudited interim financial information for the
periods ended June 30, 1995 and 1994, which is incorporated herein by
reference, Deloitte & Touche LLP have applied limited procedures in accordance
with professional standards for a review of such information.  However, as
stated in their reports included in the Company's Quarterly Report on Form 10-Q
for the quarter ended





                                      II-1
<PAGE>   4
June 30, 1995, and incorporated by reference herein, they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11
of the Act for their reports on the unaudited interim financial information
because those reports are not "reports" or a "part" of the registration
statement prepared or certified by an accountant within the meaning of Sections
7 and 11 of the Act.

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 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.





                                      II-2
<PAGE>   5
ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
         Exhibit No.              Description of Document
         -----------              -----------------------
         <S>              <C>     <C>
         4.1(1)           -       Articles of Incorporation, as amended
         4.1A(2)          -       Amendment to the Articles of Incorporation effective April 28, 1994
         4.1B(3)          -       Amendment to Articles of Incorporation effective May 12, 1994
         4.1C(4)          -       Amendment to the Articles of Incorporation effective June 19, 1995
         4.2(5)           -       By-Laws, as amended
         4.3(6)           -       Series A Junior Participating Preferred Stock Purchase Rights
         4.4(7)           -       Management Incentive Plan, as amended
         5.1(7)           -       Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation)
         15.1(7)          -       Letter of Deloitte & Touche regarding unaudited interim financial information
         23.1(7)          -       Consent of Deloitte & Touche LLP
         23.2(7)          -       Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) (included
                                  in Exhibit 5.1)
         24.1(7)          -       Power of Attorney (contained in page II-5 of this Registration Statement)
</TABLE>

(1)      Incorporated herein by reference to the designated Exhibit of the
         Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1994, as amended by Amendment No. 1 on Form 10-K/A-1 and
         Amendment No. 2 on Form 10-K/A-2.
(2)      Incorporated herein by reference to designated Exhibit of the
         Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1994.
(3)      Incorporated herein by reference to the Company's Registration
         Statement on Form S-8 filed with the Commission on August 5, 1994.
(4)      Incorporated herein by reference to the designated Exhibit of the
         Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1995.
(5)      Incorporated herein by reference to the designated Exhibit to the
         Company's Quarterly Report on Form 10-Q for the quarterly period ended
         March 31, 1995.
(6)      Incorporated herein by reference to the Company's Registration
         Statement Form 8-A filed with the Commission on August 5, 1994.
(7)      Filed herewith.

ITEM 9. UNDERTAKINGS

         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 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.
                          Notwithstanding the foregoing, any increase or
                          decrease in volume of securities offered (if the
                          total





                                      II-3
<PAGE>   6
                          dollar value of securities offered would not exceed
                          that which was registered) and any deviation from the
                          low or high end of the estimated maximum offering
                          range may be reflected in the form of prospectus
                          filed with the Commission pursuant to Rule 424(b) if,
                          in the aggregate, the changes in volume and price
                          represent no more than a 20% change in the maximum
                          aggregate offering price set forth in the
                          "Calculation of Registration Fee" table in the
                          effective 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, Form
                 S-8 or Form F-3 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 Section 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
                 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.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to 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.

         Insofar as indemnification for liabilities arising under the 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 Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the 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





                                      II-4
<PAGE>   7
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana on September 27,
1995.

                                  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 Act, 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/ J. Terrell Brown                 Chairman of the Board and Chief Executive    September 27, 1995
 ----------------------------------   Officer (Principal Executive Officer)                          
 J. Terrell Brown                     

 /s/ John D. Dienes                   President, Chief Operating Officer and       September 27, 1995
 ----------------------------------   Director                                                       
 John D. Dienes                       


 /s/ Dale E. Redman                   Executive Vice President, Chief Financial    September 27, 1995
 ----------------------------------   Officer, Assistant Secretary and Director                      
 Dale E. Redman                       (Principal Financial Officer)

 /s/ Jesse O. Griffin                 Senior Vice President and Controller         September 27, 1995
 ----------------------------------   (Principal Accounting Officer)                                 
 Jesse O. Griffin                     

 /s/ James J. Bailey, III             Director                                     September 27, 1995
 ----------------------------------                                                                  
 James J. Bailey, III
</TABLE>





                                      II-5
<PAGE>   8
<TABLE>
 <S>                                  <C>                                          <C>
 /s/ Robert H. Barrow                 Director                                     September 27, 1995
 ----------------------------------                                                                  
 Robert H. Barrow


 /s/ Richard A. Campbell              Director                                     September 27, 1995
 ----------------------------------                                                                  
 Richard A. Campbell

                                      Director                                     September ____, 1995
 ----------------------------------                                                                    
 Harris J. Chustz, Jr.


                                      Director                                     September ____, 1995
 ----------------------------------                                                                    
 Roy G. Kadair, M.D.


                                      Director                                     September ____, 1995
 ----------------------------------                                                                    
 Robert D. Kilpatrick

                                      Director                                     September ____, 1995
 ----------------------------------                                                                    
 O. Miles Pollard


 /s/ William H. Wright, Jr.           Director                                     September 27, 1995
 ----------------------------------                                                                  
 William H. Wright, Jr.
</TABLE>





                                      II-6
<PAGE>   9
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                Sequentially
 EXHIBIT NO.      DESCRIPTION OF DOCUMENT                                       Numbered Page
 -----------      -----------------------                                       -------------
 <S>              <C>
 4.1(1)           Articles of Incorporation, as amended

 4.1A(2)          Amendment to Articles of Incorporation effective April 28,
                  1994

 4.1B(3)          Amendment to Articles of Incorporation effective May 12,
                  1994

 4.1C(4)          Amendment to Articles of Incorporation effective June 19,
                  1995

 4.2(5)           By-Laws, as amended

 4.3(6)           Series A Junior Participating Preferred Stock Purchase
                  Rights

 4.4(7)           Management Incentive Plan, as amended

 5.1(7)           Opinion of Kantrow, Spaht, Weaver & Blitzer (A
                  Professional Law Corporation)

 15.1(7)          Letter of Deloitte & Touche regarding unaudited interim
                  financial information

 23.1(7)          Consent of Deloitte & Touche

 23.2(7)          Consent of Kantrow, Spaht, Weaver & Blitzer (A
                  Professional Law Corporation) (included in Exhibit 5.1)

 24.1(7)          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 Annual Report on Form 10-K for the fiscal year ended
         December 31, 1994, as amended by Amendment No. 1 on Form 10-K/A-1 and
         Amendment No. 2 on Form 10-K/A-2.
(2)      Incorporated herein by reference to designated Exhibit of the
         Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1994.
(3)      Incorporated herein by reference to the Company Registration Statement
         on Form S-8 filed with the Commission on August 5, 1994.
(4)      Incorporated herein by reference to the designated Exhibit of the
         Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1995.
(5)      Incorporated herein by reference to the designated Exhibit of the
         Company's Quarterly Report on Form 10-Q for the quarterly period ended
         March 31, 1995.
(6)      Incorporated herein by reference to the Company's Registration
         Statement Form 8-A filed with the Commission on August 5, 1994.
(7)      Filed herewith.





                                      II-7
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{"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": "033-63069", "film-number": "95577558"}, "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 September 29, 1995.
                                        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
                           MANAGEMENT INCENTIVE 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           300,000             $65.50             $19,650,000           $7,277.78
      par value(3)
========================================================================================================
(1) There are also being registered hereunder such additional indeterminate
number of shares as may be issuable under the registrant's Management Incentive
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 $65.50 per share, the closing price of the Common Stock
reported on the Nasdaq National Market on September 27, 1995.
(3) Includes Preferred Share Purchase Rights (the "Rights").  The Rights are
associated with and trade with the Common Stock.  The value, if any,
attributable to the Rights is reflected in the market price of the Common
Stock.

================================================================================
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 under the
Securities Act of 1933, as amended (the "Act") will be sent or given to
employees of United Companies Financial Corporation (the "Company") as required
by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Act.
3
                                    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: (a) the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994, as amended by Amendment No. 1 on Form 10-K/A-1 and Amendment No. 2 on
Form 10-K/A-2; (b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; (c) the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995; (d) the Company's Proxy Statement dated May 1,
1995, in connection with the Company's Annual Meeting of Shareholders held on
June 14, 1995; (e) the Company's Current Report on Form 8-K filed on May 26,
1995; (f) the Company's Current Report on Form 8-K filed on June 16, 1995; (g)
the Company's Current Report on Form 8-K filed on July 26, 1995; (h) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A (including any amendments or reports filed
for the purpose of updating such description); and (i) the description of the
Company's Preferred Share Purchase Rights contained in the Company's
Registration Statement on Form 8-A (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

         (a)     Legal Opinions.

         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), Baton
Rouge, Louisiana.  As of August 31, 1995, individual stockholders of the firm
of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) owned,
directly or indirectly, approximately 25,000 shares of the Company's Common
Stock.

         (b)     Experts.

         The consolidated financial statements and the related financial
statement schedules incorporated in this Registration Statement by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
1994, as amended by Amendment No. 1 on Form 10-K/A-1 and Amendment No. 2 on
Form 10-K/A-2 have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

         With respect to the unaudited interim financial information for the
periods ended June 30, 1995 and 1994, which is incorporated herein by
reference, Deloitte & Touche LLP have applied limited procedures in accordance
with professional standards for a review of such information.  However, as
stated in their reports included in the Company's Quarterly Report on Form 10-Q
for the quarter ended

                                      II-1
4
June 30, 1995, and incorporated by reference herein, they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11
of the Act for their reports on the unaudited interim financial information
because those reports are not "reports" or a "part" of the registration
statement prepared or certified by an accountant within the meaning of Sections
7 and 11 of the Act.

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 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.

                                      II-2
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ITEM 8.  EXHIBITS
Exhibit No.              Description of Document
         -----------              -----------------------
4.1(1)           -       Articles of Incorporation, as amended
         4.1A(2)          -       Amendment to the Articles of Incorporation effective April 28, 1994
         4.1B(3)          -       Amendment to Articles of Incorporation effective May 12, 1994
         4.1C(4)          -       Amendment to the Articles of Incorporation effective June 19, 1995
         4.2(5)           -       By-Laws, as amended
         4.3(6)           -       Series A Junior Participating Preferred Stock Purchase Rights
         4.4(7)           -       Management Incentive Plan, as amended
         5.1(7)           -       Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation)
         15.1(7)          -       Letter of Deloitte & Touche regarding unaudited interim financial information
         23.1(7)          -       Consent of Deloitte & Touche LLP
         23.2(7)          -       Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) (included
                                  in Exhibit 5.1)
         24.1(7)          -       Power of Attorney (contained in page II-5 of this Registration Statement)
(1)      Incorporated herein by reference to the designated Exhibit of the
         Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1994, as amended by Amendment No. 1 on Form 10-K/A-1 and
         Amendment No. 2 on Form 10-K/A-2.
(2)      Incorporated herein by reference to designated Exhibit of the
         Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1994.
(3)      Incorporated herein by reference to the Company's Registration
         Statement on Form S-8 filed with the Commission on August 5, 1994.
(4)      Incorporated herein by reference to the designated Exhibit of the
         Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1995.
(5)      Incorporated herein by reference to the designated Exhibit to the
         Company's Quarterly Report on Form 10-Q for the quarterly period ended
         March 31, 1995.
(6)      Incorporated herein by reference to the Company's Registration
         Statement Form 8-A filed with the Commission on August 5, 1994.
(7)      Filed herewith.

ITEM 9. UNDERTAKINGS

         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 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.
                          Notwithstanding the foregoing, any increase or
                          decrease in volume of securities offered (if the
                          total

                                      II-3
6
                          dollar value of securities offered would not exceed
                          that which was registered) and any deviation from the
                          low or high end of the estimated maximum offering
                          range may be reflected in the form of prospectus
                          filed with the Commission pursuant to Rule 424(b) if,
                          in the aggregate, the changes in volume and price
                          represent no more than a 20% change in the maximum
                          aggregate offering price set forth in the
                          "Calculation of Registration Fee" table in the
                          effective 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, Form
                 S-8 or Form F-3 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 Section 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
                 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.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to 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.

         Insofar as indemnification for liabilities arising under the 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 Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the 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

                                      II-4
7
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana on September 27,
1995.

                                  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 Act, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature                            Title                                        Date
 ---------                            -----                                        ----
/s/ J. Terrell Brown                 Chairman of the Board and Chief Executive    September 27, 1995
 ----------------------------------   Officer (Principal Executive Officer)                          
 J. Terrell Brown                     

 /s/ John D. Dienes                   President, Chief Operating Officer and       September 27, 1995
 ----------------------------------   Director                                                       
 John D. Dienes                       

 /s/ Dale E. Redman                   Executive Vice President, Chief Financial    September 27, 1995
 ----------------------------------   Officer, Assistant Secretary and Director                      
 Dale E. Redman                       (Principal Financial Officer)

 /s/ Jesse O. Griffin                 Senior Vice President and Controller         September 27, 1995
 ----------------------------------   (Principal Accounting Officer)                                 
 Jesse O. Griffin                     

 /s/ James J. Bailey, III             Director                                     September 27, 1995
 ----------------------------------                                                                  
 James J. Bailey, III
II-5
8
/s/ Robert H. Barrow                 Director                                     September 27, 1995
 ----------------------------------                                                                  
 Robert H. Barrow

 /s/ Richard A. Campbell              Director                                     September 27, 1995
 ----------------------------------                                                                  
 Richard A. Campbell

                                      Director                                     September ____, 1995
 ----------------------------------                                                                    
 Harris J. Chustz, Jr.

                                      Director                                     September ____, 1995
 ----------------------------------                                                                    
 Roy G. Kadair, M.D.

                                      Director                                     September ____, 1995
 ----------------------------------                                                                    
 Robert D. Kilpatrick

                                      Director                                     September ____, 1995
 ----------------------------------                                                                    
 O. Miles Pollard

 /s/ William H. Wright, Jr.           Director                                     September 27, 1995
 ----------------------------------                                                                  
 William H. Wright, Jr.
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9
                                 EXHIBIT INDEX
Sequentially
 EXHIBIT NO.      DESCRIPTION OF DOCUMENT                                       Numbered Page
 -----------      -----------------------                                       -------------
4.1(1)           Articles of Incorporation, as amended

 4.1A(2)          Amendment to Articles of Incorporation effective April 28,
                  1994

 4.1B(3)          Amendment to Articles of Incorporation effective May 12,
                  1994

 4.1C(4)          Amendment to Articles of Incorporation effective June 19,
                  1995

 4.2(5)           By-Laws, as amended

 4.3(6)           Series A Junior Participating Preferred Stock Purchase
                  Rights

 4.4(7)           Management Incentive Plan, as amended

 5.1(7)           Opinion of Kantrow, Spaht, Weaver & Blitzer (A
                  Professional Law Corporation)

 15.1(7)          Letter of Deloitte & Touche regarding unaudited interim
                  financial information

 23.1(7)          Consent of Deloitte & Touche

 23.2(7)          Consent of Kantrow, Spaht, Weaver & Blitzer (A
                  Professional Law Corporation) (included in Exhibit 5.1)

 24.1(7)          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 Annual Report on Form 10-K for the fiscal year ended
         December 31, 1994, as amended by Amendment No. 1 on Form 10-K/A-1 and
         Amendment No. 2 on Form 10-K/A-2.
(2)      Incorporated herein by reference to designated Exhibit of the
         Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1994.
(3)      Incorporated herein by reference to the Company Registration Statement
         on Form S-8 filed with the Commission on August 5, 1994.
(4)      Incorporated herein by reference to the designated Exhibit of the
         Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1995.
(5)      Incorporated herein by reference to the designated Exhibit of the
         Company's Quarterly Report on Form 10-Q for the quarterly period ended
         March 31, 1995.
(6)      Incorporated herein by reference to the Company's Registration
         Statement Form 8-A filed with the Commission on August 5, 1994.
(7)      Filed herewith.

                                      II-7