Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                             -----------------------


                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933


                             -----------------------


                          UNITED COMPANIES CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


                                     NEVADA
         (State or Other Jurisdiction of Incorporation or Organization)


                                   88-0374969
                      (I.R.S. Employer Identification No.)

                           15814 Champion Forest Drive
                                      #305
                               Spring, Texas 77379
                    (Address of Principal Executive Offices)

                            2004 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                  David Norris
                           15814 Champion Forest Drive
                                      #305
                              Spring, Texas 77379
                     (Name and Address of Agent For Service)

                                 (281) 296-0170
          (Telephone Number, Including Area Code, of Agent for Service)





                                    COPY TO:


                             Clayton E. Parker, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131



<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
===================================================================================================
                                                                   PROPOSED
                                                 PROPOSED           MAXIMUM
TITLE OF                                         MAXIMUM           AGGREGATE          AMOUNT OF
SECURITIES                     AMOUNT         OFFERING PRICE     OFFERING PRICE     REGISTRATION
TO BE REGISTERED          TO BE REGISTERED   PER SHARE (1)(2)        (1)(2)          FEE (1)(2)
---------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>           <C>                   <C>
Common Stock, par         50,000,000 shares        $0.02         $1,000,000.00         $126.70
value $0.001 per share
---------------------------------------------------------------------------------------------------

(1)   This  Registration  Statement  covers,  in addition to the number of shares of common  stock
      stated  above,  options to  purchase or acquire  the shares of Common  Stock  covered by the
      Prospectus.

(2)   Pursuant to Rule  457(h)(1) of the  Securities  Exchange Act of 1934,  the proposed  maximum
      offering  price  per  share,  proposed  maximum  aggregate  offering  price  and  amount  of
      registration  fee were  computed  based  upon the  average of the high and low prices of the
      shares of Common Stock on January 30, 2004.

</TABLE>


<PAGE>




                                     PART I


                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

      The documents  containing the information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Act").  Such  documents  need not be filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Act.


                                     PART II


                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following  documents have been  previously  filed by United  Companies
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission")  and are hereby  incorporated by reference into this  Registration
Statement as of their respective dates:

            (a) The  Company's  Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2002, filed with the Commission on July 16, 2003, as amended.

            (b) All other  reports  filed  pursuant to Section 13(a) or 15(d) of
the  Exchange  Act since the end of the fiscal  year  covered by the  registrant
document referred to in (a) above.

            (c) The  description of the Company's  Common Stock contained in its
Registration  Statement on Form S-4, filed with the Commission on July 16, 2003,
as amended,  pursuant to the Exchange  Act,  including  any  amendment or report
filed for the purpose of updating such description.

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act of 1933, as amended.


ITEM 4.  DESCRIPTION OF SECURITIES

      Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 78.751 of Nevada Revised Statutes  provides,  in effect,  that any
person  made a party to any  action  by  reason  of the fact that he is or was a
director,  officer,  employee or agent of our company may and, in certain cases,
must be  indemnified  by our company  against,  in the case of a  non-derivative

                                       2
<PAGE>

action,  judgments,  fines,  amounts paid in settlement and reasonable  expenses
(including  attorneys' fees) incurred by him as a result of such action,  and in
the case of a derivative action,  against expenses (including  attorneys' fees),
if in either type of action he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of our company and in any
criminal  proceeding  in which such person had  reasonable  cause to believe his
conduct was lawful. This indemnification does not apply, in a derivative action,
to matters as to which it is adjudged  that the director,  officer,  employee or
agent is liable to our company,  unless upon court order it is determined  that,
despite such adjudication of liability,  but in view of all the circumstances of
the case, he is fairly and reasonably  entitled to indemnification for expenses.
United's  Articles of Incorporation do not address  indemnification  of officers
and directors.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.


ITEM 8.  EXHIBITS

EXHIBIT NO.    DESCRIPTION                       LOCATION
-------------  --------------------------------  -------------------------------
5.1            Opinion of Kirkpatrick &          Provided herewith
               Lockhart LLP
               re: legality
23.1           Consent of Kirkpatrick &          Provided herewith (contained in
               Lockhart LLP                      Exhibit 5.1)
23.2           Consent of HJ & Associates, LLC   Provided herewith
24.1           Power of Attorney                 Provided herewith (contained on
                                                 signature page)
99.1           2004 Stock Incentive Plan         Provided herewith



ITEM 9.  UNDERTAKINGS

      (a) The undersigned registrant will:

            (1) File, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:

                  (i) Include any prospectus required by Section 10(a)(3) of the
Act;

                  (ii)  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 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) Include any additional or changed  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 Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

            (2) For purposes of determining  any liability  under the Securities
Act,  treat  each  post-effective  amendment  as 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
<PAGE>

            (3) File a post-effective  amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

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

      (c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Articles 3 of Regulation S-X is not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

      (d)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to 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 of 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.


                                       4
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Sarasota, Florida, on February 3, 2004.

                                       UNITED COMPANIES CORPORATION

                                       By: /s/ David Norris
                                          -------------------------------------
                                       Printed Name:  David Norris
                                       Title:         President



      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below   constitutes   and   appoints   David   Norris,   his  true  and   lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.



/s/ David Norris              President and Director        February 3, 2004
----------------------
David Norris




                                       5
<PAGE>
                                  EXHIBIT LIST


EXHIBIT NO.    DESCRIPTION                       LOCATION
-------------  -------------------------------   -------------------------------

5.1            Opinion of Kirkpatrick &          Provided herewith
               Lockhart LLP
               re: legality
23.1           Consent of Kirkpatrick &          Provided herewith (contained in
               Lockhart LLP                      Exhibit 5.1)
23.2           Consent HJ &Associates, LLC       Provided herewith
24.1           Power of Attorney                 Provided herewith (contained on
                                                 signature page)
99.1           2004 Stock Incentive Plan         Provided herewith



                                  EXHIBIT LIST
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{"company-data": {"conformed-name": "UNITED COMPANIES CORP", "cik": "0001166708", "assigned-sic": "5130", "irs-number": "300024898"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112479", "film-number": "04567063"}, "mail-address": {"street1": "834 RIDGE ROAD", "city": "PITTSBURGH", "state": "PA", "zip": "15212"}}
Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                             -----------------------

                          UNITED COMPANIES CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                     NEVADA
         (State or Other Jurisdiction of Incorporation or Organization)

                                   88-0374969
                      (I.R.S. Employer Identification No.)

                           15814 Champion Forest Drive
                                      #305
                               Spring, Texas 77379
                    (Address of Principal Executive Offices)

                            2004 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                  David Norris
                           15814 Champion Forest Drive
                                      #305
                              Spring, Texas 77379
                     (Name and Address of Agent For Service)

                                 (281) 296-0170
          (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                             Clayton E. Parker, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131

                         CALCULATION OF REGISTRATION FEE
===================================================================================================
                                                                   PROPOSED
                                                 PROPOSED           MAXIMUM
TITLE OF                                         MAXIMUM           AGGREGATE          AMOUNT OF
SECURITIES                     AMOUNT         OFFERING PRICE     OFFERING PRICE     REGISTRATION
TO BE REGISTERED          TO BE REGISTERED   PER SHARE (1)(2)        (1)(2)          FEE (1)(2)
---------------------------------------------------------------------------------------------------
Common Stock, par         50,000,000 shares        $0.02         $1,000,000.00         $126.70
value $0.001 per share
---------------------------------------------------------------------------------------------------

(1)   This  Registration  Statement  covers,  in addition to the number of shares of common  stock
      stated  above,  options to  purchase or acquire  the shares of Common  Stock  covered by the
      Prospectus.

(2)   Pursuant to Rule  457(h)(1) of the  Securities  Exchange Act of 1934,  the proposed  maximum
      offering  price  per  share,  proposed  maximum  aggregate  offering  price  and  amount  of
      registration  fee were  computed  based  upon the  average of the high and low prices of the
      shares of Common Stock on January 30, 2004.
PART I

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(A) PROSPECTUS

      The documents  containing the information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Act").  Such  documents  need not be filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

                                     PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following  documents have been  previously  filed by United  Companies
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission")  and are hereby  incorporated by reference into this  Registration
Statement as of their respective dates:

            (a) The  Company's  Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2002, filed with the Commission on July 16, 2003, as amended.

            (b) All other  reports  filed  pursuant to Section 13(a) or 15(d) of
the  Exchange  Act since the end of the fiscal  year  covered by the  registrant
document referred to in (a) above.

            (c) The  description of the Company's  Common Stock contained in its
Registration  Statement on Form S-4, filed with the Commission on July 16, 2003,
as amended,  pursuant to the Exchange  Act,  including  any  amendment or report
filed for the purpose of updating such description.

      All  documents  subsequently  filed by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act of 1933, as amended.

ITEM 4.  DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 78.751 of Nevada Revised Statutes  provides,  in effect,  that any
person  made a party to any  action  by  reason  of the fact that he is or was a
director,  officer,  employee or agent of our company may and, in certain cases,
must be  indemnified  by our company  against,  in the case of a  non-derivative

                                       2
action,  judgments,  fines,  amounts paid in settlement and reasonable  expenses
(including  attorneys' fees) incurred by him as a result of such action,  and in
the case of a derivative action,  against expenses (including  attorneys' fees),
if in either type of action he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of our company and in any
criminal  proceeding  in which such person had  reasonable  cause to believe his
conduct was lawful. This indemnification does not apply, in a derivative action,
to matters as to which it is adjudged  that the director,  officer,  employee or
agent is liable to our company,  unless upon court order it is determined  that,
despite such adjudication of liability,  but in view of all the circumstances of
the case, he is fairly and reasonably  entitled to indemnification for expenses.
United's  Articles of Incorporation do not address  indemnification  of officers
and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.  EXHIBITS

EXHIBIT NO.    DESCRIPTION                       LOCATION
-------------  --------------------------------  -------------------------------
5.1            Opinion of Kirkpatrick &          Provided herewith
               Lockhart LLP
               re: legality
23.1           Consent of Kirkpatrick &          Provided herewith (contained in
               Lockhart LLP                      Exhibit 5.1)
23.2           Consent of HJ & Associates, LLC   Provided herewith
24.1           Power of Attorney                 Provided herewith (contained on
                                                 signature page)
99.1           2004 Stock Incentive Plan         Provided herewith

ITEM 9.  UNDERTAKINGS

      (a) The undersigned registrant will:

            (1) File, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:

                  (i) Include any prospectus required by Section 10(a)(3) of the
Act;

                  (ii)  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 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) Include any additional or changed  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 Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

            (2) For purposes of determining  any liability  under the Securities
Act,  treat  each  post-effective  amendment  as 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
(3) File a post-effective  amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

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

      (c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Articles 3 of Regulation S-X is not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

      (d)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to 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 of 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.

                                       4
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Sarasota, Florida, on February 3, 2004.

                                       UNITED COMPANIES CORPORATION

                                       By: /s/ David Norris
                                          -------------------------------------
                                       Printed Name:  David Norris
                                       Title:         President

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below   constitutes   and   appoints   David   Norris,   his  true  and   lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.

/s/ David Norris              President and Director        February 3, 2004
----------------------
David Norris

                                       5
EXHIBIT LIST

EXHIBIT NO.    DESCRIPTION                       LOCATION
-------------  -------------------------------   -------------------------------

5.1            Opinion of Kirkpatrick &          Provided herewith
               Lockhart LLP
               re: legality
23.1           Consent of Kirkpatrick &          Provided herewith (contained in
               Lockhart LLP                      Exhibit 5.1)
23.2           Consent HJ &Associates, LLC       Provided herewith
24.1           Power of Attorney                 Provided herewith (contained on
                                                 signature page)
99.1           2004 Stock Incentive Plan         Provided herewith

                                  EXHIBIT LIST