content: <PAGE>   1
                                                            Commission No. 0-14320
  
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D. C.  20549
  
  
                                      FORM S-8
  
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
                                      UICI
               -----------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                                    
             Delaware                                            75-2044750    
  -------------------------------                            -------------------  
  (State or other jurisdiction of                               (IRS Employer    
  incorporation or organization)                             Identification No.)  
                                                                                  
                                                                                  
  4001 McEwen Drive, Suite 200, Dallas, Texas                        75244      
  -------------------------------------------                     ----------
   (Address of principal executive offices)                       (Zip Code)
  
  
  
  
           UNITED INSURANCE COMPANIES, INC. EMPLOYEE STOCK OWNERSHIP PLAN
           --------------------------------------------------------------
                              (Full title of the Plan)
  
  
                                        UICI
        Vernon R. Woelke, 4001 McEwen Drive, Suite 200, Dallas, Texas 75244
        -------------------------------------------------------------------
                      (Name and address of agent for service)
  
  
                                   (972) 960-8497
                                   --------------
           (Telephone number, including area code, of agent for service)
  
  
  
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ========================================================================================================
                                                     Proposed              Proposed
           Title of                                   maximum              maximum
          securities             Amount              offering             aggregate            Amount of
            to be                 to be                price               offering           registration
          registered           registered          per share (1)           price (1)              fee    
          ----------           ----------          -------------         ------------         -----------
       <S>                  <C>                       <C>                <C>                   <C>
        Common Stock,
       $0.01 par value      2,500,000 shares          $ 30.29            $75,725,000           $22,947.00
  --------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the registration fee
           on the basis of the average of the bid and ask market prices of the
           stock as reported on the NASDAQ Stock Market for the five business
           days prior to January 16, 1997.
  <PAGE>   2
                                       PART I
  
  
  Item 1(a).       General Plan Information
  
  
  Title of Plan:
  
                   United Insurance Companies, Inc. Employee Stock Ownership Plan
                   (As Amended and Restated Effective as of January 1, 1989 and
                   as further amended through the second amendment thereof) (The
                   "Plan")
  
  
  Issuer's Name:
  
           UICI ("The Company")
  
           The United Insurance Companies, Inc. Employee Stock Ownership Plan
  (the "Plan") was established by UICI (the "Company") effective as of January 1,
  1987, and was amended and restated, generally effective as of January 1, 1989.
  The Plan was established to promote the mutual interests of the Company, its
  shareholders, its employees and the employees of each related company (as
  defined in the Plan) which adopts the Plan, by investing primarily in, and
  retaining, shares of common stock of the Company ("UICI Common Stock"), thereby
  providing such employees with an equity interest in the Company and providing
  the Company and its shareholders with the benefits of an employee workforce
  whose performance is motivated through a closer identity of interests with the
  Company's shareholders, and to assist eligible employees to provide for their
  future security.  It is also intended that the Plan may serve as a technique of
  corporate financing and provide a vehicle for the transfer of ownership of UICI
  Common Stock.  The Plan's acquisition of shares of UICI Common Stock may be
  financed through one or more loans.  Shares of UICI Common Stock so acquired,
  together with the appreciation on such shares, shall be for the benefit of
  eligible employees over the periods that such loans are outstanding.
  
           The Company expects to continue the Plan as long as practicable,
  however, the Company reserves the right to amend or discontinue the Plan at any
  time.  No amendment or termination will reduce an individual's benefit to an
  amount less than the amount that an individual would have been entitled to
  receive if employment with the participating employers had terminated on the
  date of the amendment.
  
           The Plan is subject to, and is intended to comply with, the reporting,
  disclosure, participation, vesting, fiduciary responsibility, and general
  administrative provisions of the Employee Retirement Income Security Act of
  1974, as amended ("ERISA").  The Plan is also subject to, and is intended to
  comply with, the requirements of sections 414 and 401 of the Internal Revenue
  Code of 1986, as amended (the "code").
  
  
  
  
  
                                         2
  <PAGE>   3
           Additional information may be obtained from the Plan administrator:
                   Vernon R. Woelke
                   UICI
                   4001 McEwen Drive, Suite 200
                   Dallas, Texas 75244
  
           The telephone number is (972) 960-8497.
  
  
           The authority to control and manage the operation and administration
  of the Plan is vested in a Committee appointed by the Board of Directors of the
  Company provided, however, that the Company is the Administrator of the Plan
  and, except as otherwise specifically provided in the Plan, has the rights,
  duties, and obligations of an "Administrator" as defined in the Employee
  Retirement Income Security Act of 1974 ("ERISA").
  
           All contributions made under the Plan are held, managed and
  controlled, until distribution, by one or more trustees (the "Trustee") acting
  under a Trust which implements and forms a part of the Plan.  The terms of the
  Trust (the "Trust") are set forth in a trust agreement known as United
  Insurance Companies, Inc. Employee Stock Ownership Trust.
  
           Copies of the Trust and the Plan, and any amendments thereto, are on
  file at the office of the Company where they may be examined by any Participant
  or other person entitled to benefits under the Plan.  The provisions of and
  benefits under the Plan are subject to the terms and provisions of the Trust
  Agreement.
  
  
  Item 1(b).       Securities To Be Offered
  
           Not applicable, as the common stock is registered under Section 12 of
  the Securities Exchange Act of 1934.
  
  Item 1(c).       Employees Who May Participate In The Plan
  
           Employees are eligible to participate in the Plan upon completion of
  one calendar quarter of a year of employment with any participating employer.
  All participants must be at least 18 years of age.  If an employee who has once
  met the above eligibility requirements is employed or reemployed by an
  employer, the employee shall immediately become a participant in the plan.
  
  Item 1(d).       Purchase of Securities Pursuant to the Plan and Payment for
                   Securities Offered
  
           Each participant shall be eligible to make a tax deferral election
  with respect to his compensation paid for periods commencing on or after the
  date he becomes a participant.  Each participant may elect to have the amount
  of compensation that would otherwise be payable to him or her for that pay
  period reduced by an amount that is not less than 1% nor more than 15% thereof.
  
  
  
  
  
                                         3
  <PAGE>   4
           In addition, each participant may contribute an after-tax contribution
  that is not less than 1% nor more than 6% of such participant's monthly
  compensation.  After-tax contributions are made by regular payroll deductions
  from each participant's compensation or by the participant's check.
  
           A participant may elect to resume or change his or her pre-tax or
  after-tax contribution rate as of any January 1, April 1, July 1, or October 1
  by filing a written notice with the Committee at least 30 days in advance of
  the date on which the change is to be effective.  A participant may also elect
  to suspend his or her contribution as of the first day of any payroll period by
  filing an advance written notice with the Committee.
  
           Each participating employer shall make an employer matched
  contribution to the Plan on behalf of participants who have made pre-tax
  contributions to the Plan in an amount equal to a percentage of such pre-tax
  contributions as the Company may determine.  No employer matched contribution
  shall be made with respect to a participant's pre-tax contribution in excess of
  3% of his or her compensation.
  
           Each participating employer shall make basic employer contributions to
  the Trustee in such amounts as may be necessary to enable the Trustee to pay
  any maturing obligations under any outstanding ESOP loan, plus, to the extent
  determined by  the Company, such amounts as may be necessary to prepay all or
  any portion of any outstanding ESOP loan.
  
           Each participating employer shall make a 1% supplemental employer
  contribution, with respect to its employees who are participants, to the
  Trustee, and such additional amounts, if any, as may be determined by the
  Company's Board of Directors.
  
           Both participant and employer contributions are subject to the
  restrictions imposed by the Code.
  
           The Committee will establish and maintain the following accounts for
  each participant:  a Pre-Tax Contribution Account, an After-Tax Contribution
  Account, an Employer Contribution Account and a Rollover Contribution Account.
  
           A participant's Pre-Tax Account will reflect the amount, if any, of
  pre-tax contributions made on behalf of the participant and the income, losses,
  appreciation, and depreciation attributable thereto.
  
           A participant's After-Tax Contribution Account will reflect the
  amount, if any, of after-tax contributions made by the participant and the
  income, losses, appreciation, and depreciation attributable thereto.
  
           A participant's Employer Contribution Account will reflect the amount,
  if any, of the employer matched contributions, supplemental employer
  contributions made on behalf of the participant, the participant's share of
  basic employer contributions, any forfeitures allocated to such participant and
  the income, losses, appreciation, and depreciation attributable thereto.
  
  
  
  
  
                                         4
  <PAGE>   5
           A participant's Rollover Contribution Account will reflect rollover
  contributions, if any, made by employee and the income, losses, appreciation
  and depreciation attributable thereto.
  
           As soon as practicable, after the last day of each Plan year, or more
  frequently as the Committee shall determine, the Committee shall provide each
  Participant with a statement reflecting the value of his account as of that
  date.
  
  Item 1(e).       Resale Restrictions
  
           None.
  
  
  Item 1(f).       Tax Effects of Plan Participation
  
           Company contributions, and earnings thereon, will not be taxable to a
  Plan participant as long as the assets allocated to his or her accounts are
  held in the Trust Fund.
  
           Current law provides that if a participant receives a lump sum
  distribution (a distribution of the entire balance to the credit of his
  account), and has been participating in the Plan for at least five years prior
  to the year of the distribution and has attained age 59 1/2 as of the date of
  distribution, the participant may be able to elect to have the ordinary income
  portion of his lump sum distribution taxed under a special reduced tax rate
  based on the concept of income averaging.  A participant need not have been a
  participant for five years in order to exclude from income the net unrealized
  appreciation on all Common Stock distributed when he or she receives a lump sum
  distribution.  The net unrealized appreciation on such stock is the excess of
  the fair market value of such stock at the time of distribution over the cost or
  other basis of such stock to the Trust.  Such appreciation only becomes taxable
  upon disposition of the stock. When the participant disposes of his or her
  stock, his or her gain or loss is equal to the difference between the amount
  received for the stock at the time the participant sells it and his or her basis
  in the stock.  Alternatively, the participant can roll over the entire lump sum
  distribution, or any portion of such distribution, into another qualified plan,
  if available, or an individual retirement account or annuity and further defer
  recognition of income.
  
           If a distribution does not qualify as a lump sum distribution, the
  participant will usually realize ordinary income with respect to all of the
  distribution, unless the participant receives a distribution on account of
  death, disability, or separation from service of at least 50% of his total
  account balances, in which case such participant may elect to make a partial
  rollover of such distribution to an individual retirement account or annuity.
  
  
  
  
  
                                         5
  <PAGE>   6
           Income tax withholding is imposed at the rate of 20% on withdrawals
  and distributions from the Plan which are eligible for rollover treatment and
  which are not transferred directly from the Plan to another tax qualified plan
  or individual retirement account.  However, certain required distributions and
  distributions which are made solely in employer stock are not subject to the
  mandatory withholding.
  
           The foregoing is only a general summary of federal income tax
  provisions.  For precise advice as to specific transactions, it will be
  important in some cases to consider the state, local and foreign tax
  consequences of participation in the Plan and the effect, if any, of gift,
  estate and inheritance taxes.  Furthermore, the foregoing is based on the
  federal tax laws presently enacted, and a participant should consult his tax
  adviser for further details prior to making any decision with respect to
  distributions from the Plan.
  
  
  Item 1(g).       Investment of Funds
  
           Plan assets will be invested primarily in UICI Stock, except that some
  Plan assets may be retained in cash or cash equivalents from time to time for
  payment of costs and expenses incurred in administering the Plan.
  
           The Committee may from time to time direct the Trustee to incur ESOP
  loans for the purpose of acquiring UICI Common Stock or for the purpose of
  repaying all or any portion of any outstanding ESOP loans.
  
  
  Item 1(h).       Withdrawal From the Plan; Assignment of Interest.
  
           A participant may elect to have his or her entire interest under the
  Plan distributed in a single payment as soon as practicable after the last day
  of the Plan year in which his or her termination of employment occurs.  If a
  participant does not so elect, distribution shall be made no later than the
  times provided under the Code.
  
           Unless the participant requests otherwise, all distributions will be
  made in shares of UICI Common Stock, except that cash will be distributed in
  lieu of any fractional shares credited to the participant's accounts, and
  provided, further, that, with the consent of the payee, the Committee may
  direct payment in cash based on the value of UICI Common Stock as of the date
  of distribution.
  
           The Committee may from time to time permit participants to elect to
  have the amount of any cash dividends which are paid to the Trustee with
  respect to shares of UICI Common Stock held in their accounts distributed to
  them no later than the 90th day next following the close of the Plan year in
  which such dividends are paid.  Any such election by a participant shall be by
  writing filed with the Committee at such time and in such manner as the
  Committee may require.  Participants who are at least age 55 and have completed
  ten years of participation in the Plan may elect once a year over a five year
  period to withdraw a portion of their Plan
  
  
  
  
  
                                         6
  <PAGE>   7
  accounts.  For the first four years they may withdraw up to 25% of their
  account, and in the fifth year up to 50%.
  
           A participant whose termination date has not yet occurred may elect to
  withdraw all or part of his Pre-Tax Contributions in the case of financial
  hardship.  The IRS has defined a "financial hardship" as one of the following
  conditions:  1) medical expenses for the participant or their dependent that
  have been or will be incurred and are not reimbursed through an insurance
  program; 2) purchase of primary residence (does not include monthly mortgage
  payments; 3) post secondary tuition and expenses for the next twelve months for
  an immediate family member; 4) mortgage or rent payments to prevent eviction or
  foreclosure.  A participant may withdraw the amount necessary to meet the
  immediate financial need, provided the amount is not readily available to
  participant from other sources.  Withdrawals of Pre-Tax Contributions before
  age 59-1/2 are usually subject to a 10% penalty tax on the taxable portion of
  the distribution.  Hardship withdrawals will be paid in cash.
  
           At all times a participant will have a fully vested and nonforfeitable
  interest in such participant's Pre-Tax Contribution Account and After-Tax
  Contribution Account.
  
           A participant will have a fully vested and nonforfeitable interest in
  such participant's Employer Contribution Account (after all adjustments
  required under the Plan have been made), if such participant terminates his or
  her employment with any participating employer under any of the following
  circumstances:  (i) retirement from employment at any age because of the
  participant's permanent disability, (ii) the participant's death, (iii)
  retirement from employment upon or after the participant's attainment of age
  65.
  
           If a participant's employment terminates for any reason other than
  permanent disability, death, or retirement, and before completing seven (7)
  years of service, such participant's vested and nonforfeitable interest in his
  or her Employer Contribution Account will be determined in accordance with the
  following vesting schedule:
  
  <TABLE>          
  <CAPTION>        
                      Number of Completed                      Vesting
                        Years of Service                     Percentage
                        ----------------                     ----------
                   <S>                                          <C>
                   Fewer than 1 year                              0%
                   1 year but fewer than 2 years                 10%
                   2 years but fewer than 3 years                20%
                   3 years but fewer than 4 years                30%
                   4 years but fewer than 5 years                40%
                   5 years but fewer than 6 years                60%
                   6 years but fewer than 7 years                80%
                   7 years or more                              100%
  </TABLE>                                                      
  
  
  
  
  
                                         7
  <PAGE>   8
  Item 1(i).       Forfeitures and Penalties.
  
           None of a participant's Pre-Tax Contribution Account, After-Tax
  Contribution Account nor the vested portion of a participant's Employer
  Contribution Account shall be forfeitable for any reason whatsoever, including,
  without limitation, for misconduct or engaging in competition with the
  participating employers.
  
           The portions of a participant's accounts that are not fully vested at
  the time such participant terminates his or her employment with any
  participating employer shall be forfeited by the participant.  All forfeitures
  during each Plan year will be allocated and credited to the Employer
  Contribution Accounts of participants who were employed on the last day of that
  Plan year or retired or died during that year, pro rata, according to the
  compensation paid to them during that year.  Upon reemployment within five
  years service, the forfeited amount will be restored to the participant's
  account.
  
  
  Item 1(j).       Charges and Deductions and Liens Therefor.
  
           None.
  
  
  Item 2.  Registrant Information and Employee Annual Information.
  
           Documents containing the information required by Part I of this
  Registration Statement will be sent or given to each participant in accordance
  with Rule 428.  These documents are not filed with the Securities and Exchange
  Commission as part of this Registration Statement.
  
           The Company will provide without charge to each person to whom this
  Registration is delivered, on the written or oral request of such person, a
  copy of any or all of the documents that have been incorporated by reference in
  this Registration.  Such written or oral request should be directed to the
  attention of Investor Relations, UICI, 4001 McEwen Drive, Suite 200, Dallas,
  Texas 75244, telephone (972) 960-4897.
  
  
  
  
  
                                         8
  <PAGE>   9
                                      PART II
  
  
  Item 3.  Incorporation of Documents by Reference
  
           The following documents filed by the registrant with the Securities
  and Exchange Commission are incorporated herein by reference and made a part
  hereof:
  
           (a)     Annual report on Form 10-K for the year ended December 31,
                   1995 filed on March 29, 1996.
  
           (b)     Plan's annual report on Form 11-K for the year ended December
                   31, 1995 filed on March 29, 1996.
  
           (c)     The description of the registrant's Common Stock, $0.01 par
                   value, which is contained in the registrant's registration
                   statements filed under Section 12 of the Securities Exchange
                   Act of 1934, including any amendment or reports filed for the
                   purpose of updating such description.
  
           (d)     All documents filed by the registrant pursuant to Section
                   13(a) or 15(d) of the Securities Exchange Act of 1934 from the
                   date hereof and prior to the termination of the offering of
                   the securities offered hereby shall be deemed to be
                   incorporated by reference herein and to be part hereof from
                   the date of filing such documents.
  
           (e)     All documents subsequently filed by the registrant pursuant to
                   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
                   Act of 1934, prior to the filing of a post-effective amendment
                   to the registration statement which indicates that all of the
                   shares of common stock offered have been sold or which
                   deregisters all of such shares then remaining unsold, shall be
                   deemed to be incorporated by reference in the registration
                   statement and to be a part hereof from the date of filing of
                   such documents.  Any statement contained in a document
                   incorporated or deemed to be incorporated by reference herein
                   shall be deemed to be modified or superseded for purposes of
                   this registration statement to the extent that a statement
                   contained herein or in any other subsequently filed document
                   which also is or is deemed to be incorporated by reference
                   herein modifies or supersedes such statement.  Any such
                   statement so modified or superseded shall not be deemed,
                   except as so modified or superseded, to constitute a part of
                   this registration statement.
  
  
  Item 4.          Description of Securities
  
           Not Applicable.
  
  
  
  
  
                                         9
  <PAGE>   10
  Item 5.          Interest of Named Experts and Counsel
  
           The Plan is subject to various requirements under ERISA and Internal
  Revenue Code of 1986.  The Company has complied, and intends to continue to
  comply, with any requirements necessary to maintain a favorable qualification
  status of the Plan.
  
  
  Item 6.          Indemnification of Directors and Officers
  
           Section 145 of the General Corporation Law of Delaware authorizes
  indemnification of directors, officers and employees of Delaware corporations.
  Article VIII of the registrant's by-laws (i) authorizes the indemnification of
  directors and officers (the "Indemnitees") under specified circumstances to the
  fullest extent authorized by the General Corporation Law of Delaware, (ii)
  provides for the advancement of expenses to the Indemnitees for defending any
  proceedings related to the specified circumstances, (iii) gives the Indemnitees
  the right to bring suit against the registrant to enforce the foregoing rights
  to indemnification and advancement of expenses, and (iv) authorizes the
  registrant to maintain certain policies of insurance to protect itself and any
  of its directors, officers or employees.  The registrant does not currently
  maintain such policies of insurance to protect itself and any of its directors,
  officers or employees.
  
  
  Item 7.          Exemption From Registration Claimed
  
           Not Applicable.
  
  
  Item 8.          Exhibits
  
           The exhibits to the registration statement are listed in the Exhibit
  Index elsewhere herein.
  
  
  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)(3) of the Securities 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;
  
  
  
  
  
                                         10
  <PAGE>   11
                            (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) shall not apply if 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)      That, for the purpose of determining any liability
                            under the Securities Act, each such 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 means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
  
           (b)     The undersigned registrant hereby undertakes that, for
                   purposes of determining any liability under the Securities Act
                   of 1933, each filing of the registrant's annual report
                   pursuant to Section 13(a) or Section 15(d) of the Securities
                   Exchange Act of 1934 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)     Insofar as indemnification for liabilities arising under the
                   Securities Act of 1933 may be permitted to directors,
                   officers, and controlling persons of the Company 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.
  
  
  
  
  
                                         11
  <PAGE>   12
  Pursuant to the requirements of the Securities Act, the Registrant certifies
  that it has reasonable grounds to believe that it meets all 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 Dallas and State of Texas.
                                             
                                                           UICI          
                                               ----------------------------
                                                       (Registrant)
                                                        ---------- 
                                             
                                             
  Date       1/14/97                       By  /s/ W. Brian Harrigan        
       --------------------                    ----------------------------
                                               W. Brian Harrigan, President
  
  Pursuant to the requirements of the Securities Exchange Act of 1933, this
  Registration Statement has been signed below by the following persons on behalf
  of the Registrant and in the capacities and on the dates indicated.
  
  
   /s/ W. Brian Harrigan                            Date           1/14/97   
  --------------------------------------------              ---------------------
  W/. Brian Harrigan, President (Principal                                       
      Executive Officer) and Director                                            
                                                                                 
                                                                                 
   /s/ Richard J. Estell                            Date           1/14/97      
  --------------------------------------------              ---------------------
  Richard J. Estell, Director and                                                
      Executive Vice President                                                   
                                                                                 
                                                                                 
   /s/ J. Michael Jaynes                            Date           1/14/97      
  --------------------------------------------              ---------------------
  J. Michael Jaynes, Director                                                    
                                                                                 
                                                                                 
   /s/ Gary L. Friedman                             Date           1/14/97      
  --------------------------------------------              ---------------------
  Gary L. Friedman, Director                                                     
                                                                                 
                                                                                 
   /s/ Vernon R. Woelke                             Date           1/14/97      
  --------------------------------------------              ---------------------
  Vernon R. Woelke, Vice President, Treasurer                                    
      (Principal Financial Officer and                                           
      Principal Accounting Officer), Director                                    
      and Plan Trustee                                                           
                                                                                 
                                                                                 
   /s/ Robert B. Vlach                              Date           1/14/97      
  --------------------------------------------              ---------------------
  Robert B. Vlach, Secretary, General Counsel,                                   
      and Plan Trustee                                                           
                                                                                 
                                              
  
  
  
                                         12
  <PAGE>   13
                                   Exhibit Index
  
  
  Exhibit                                                                Page     
  Number                                                                 Number   
  -------                        Description of Exhibit                  ------
        
    
     4.1      Certificate of Incorporation of United Insurance Companies,
              Inc., as amended on June 6, 1996, filed as Exhibit 3-1 to the
              Form 10-Q dated June 30, 1996, filed on August 13, 1996, File
              No. 0-14320, and incorporated by reference herein.
    
     4.2      By-Laws of UICI, filed as Exhibit 3-2(A) to the 1995 Annual
              Report on Form 10-K, File No.  0-14320, filed on March 29, 1996,
              and incorporated by reference herein.
    
     4.3      United Insurance Companies, Inc. Employee Stock Ownership Plan, as 
              amended and restated.  Effective as of January 1, 1989 and as 
              further amended through the second amendment thereof.
    
    23.1      Consent of Independent Accountants
    
    23.2      Consent of Independent Accountants
  
  
  
  
  
                                         13
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text: 1
                                                            Commission No. 0-14320
  
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D. C.  20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                      UICI
               -----------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                                    
             Delaware                                            75-2044750    
  -------------------------------                            -------------------  
  (State or other jurisdiction of                               (IRS Employer    
  incorporation or organization)                             Identification No.)  
                                                                                  
                                                                                  
  4001 McEwen Drive, Suite 200, Dallas, Texas                        75244      
  -------------------------------------------                     ----------
   (Address of principal executive offices)                       (Zip Code)
  
           UNITED INSURANCE COMPANIES, INC. EMPLOYEE STOCK OWNERSHIP PLAN
           --------------------------------------------------------------
                              (Full title of the Plan)
  
                                        UICI
        Vernon R. Woelke, 4001 McEwen Drive, Suite 200, Dallas, Texas 75244
        -------------------------------------------------------------------
                      (Name and address of agent for service)
  
                                   (972) 960-8497
                                   --------------
           (Telephone number, including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  ========================================================================================================
                                                     Proposed              Proposed
           Title of                                   maximum              maximum
          securities             Amount              offering             aggregate            Amount of
            to be                 to be                price               offering           registration
          registered           registered          per share (1)           price (1)              fee    
          ----------           ----------          -------------         ------------         -----------
  Common Stock,
       $0.01 par value      2,500,000 shares          $ 30.29            $75,725,000           $22,947.00
  --------------------------------------------------------------------------------------------------------
  (1)      Estimated solely for the purpose of calculating the registration fee
           on the basis of the average of the bid and ask market prices of the
           stock as reported on the NASDAQ Stock Market for the five business
           days prior to January 16, 1997.
  2
                                       PART I
  
  Item 1(a).       General Plan Information
  
  Title of Plan:
  
                   United Insurance Companies, Inc. Employee Stock Ownership Plan
                   (As Amended and Restated Effective as of January 1, 1989 and
                   as further amended through the second amendment thereof) (The
                   "Plan")
  
  Issuer's Name:
  
           UICI ("The Company")
  
           The United Insurance Companies, Inc. Employee Stock Ownership Plan
  (the "Plan") was established by UICI (the "Company") effective as of January 1,
  1987, and was amended and restated, generally effective as of January 1, 1989.
  The Plan was established to promote the mutual interests of the Company, its
  shareholders, its employees and the employees of each related company (as
  defined in the Plan) which adopts the Plan, by investing primarily in, and
  retaining, shares of common stock of the Company ("UICI Common Stock"), thereby
  providing such employees with an equity interest in the Company and providing
  the Company and its shareholders with the benefits of an employee workforce
  whose performance is motivated through a closer identity of interests with the
  Company's shareholders, and to assist eligible employees to provide for their
  future security.  It is also intended that the Plan may serve as a technique of
  corporate financing and provide a vehicle for the transfer of ownership of UICI
  Common Stock.  The Plan's acquisition of shares of UICI Common Stock may be
  financed through one or more loans.  Shares of UICI Common Stock so acquired,
  together with the appreciation on such shares, shall be for the benefit of
  eligible employees over the periods that such loans are outstanding.
  
           The Company expects to continue the Plan as long as practicable,
  however, the Company reserves the right to amend or discontinue the Plan at any
  time.  No amendment or termination will reduce an individual's benefit to an
  amount less than the amount that an individual would have been entitled to
  receive if employment with the participating employers had terminated on the
  date of the amendment.
  
           The Plan is subject to, and is intended to comply with, the reporting,
  disclosure, participation, vesting, fiduciary responsibility, and general
  administrative provisions of the Employee Retirement Income Security Act of
  1974, as amended ("ERISA").  The Plan is also subject to, and is intended to
  comply with, the requirements of sections 414 and 401 of the Internal Revenue
  Code of 1986, as amended (the "code").
  
                                         2
  3
           Additional information may be obtained from the Plan administrator:
                   Vernon R. Woelke
                   UICI
                   4001 McEwen Drive, Suite 200
                   Dallas, Texas 75244
  
           The telephone number is (972) 960-8497.
  
           The authority to control and manage the operation and administration
  of the Plan is vested in a Committee appointed by the Board of Directors of the
  Company provided, however, that the Company is the Administrator of the Plan
  and, except as otherwise specifically provided in the Plan, has the rights,
  duties, and obligations of an "Administrator" as defined in the Employee
  Retirement Income Security Act of 1974 ("ERISA").
  
           All contributions made under the Plan are held, managed and
  controlled, until distribution, by one or more trustees (the "Trustee") acting
  under a Trust which implements and forms a part of the Plan.  The terms of the
  Trust (the "Trust") are set forth in a trust agreement known as United
  Insurance Companies, Inc. Employee Stock Ownership Trust.
  
           Copies of the Trust and the Plan, and any amendments thereto, are on
  file at the office of the Company where they may be examined by any Participant
  or other person entitled to benefits under the Plan.  The provisions of and
  benefits under the Plan are subject to the terms and provisions of the Trust
  Agreement.
  
  Item 1(b).       Securities To Be Offered
  
           Not applicable, as the common stock is registered under Section 12 of
  the Securities Exchange Act of 1934.
  
  Item 1(c).       Employees Who May Participate In The Plan
  
           Employees are eligible to participate in the Plan upon completion of
  one calendar quarter of a year of employment with any participating employer.
  All participants must be at least 18 years of age.  If an employee who has once
  met the above eligibility requirements is employed or reemployed by an
  employer, the employee shall immediately become a participant in the plan.
  
  Item 1(d).       Purchase of Securities Pursuant to the Plan and Payment for
                   Securities Offered
  
           Each participant shall be eligible to make a tax deferral election
  with respect to his compensation paid for periods commencing on or after the
  date he becomes a participant.  Each participant may elect to have the amount
  of compensation that would otherwise be payable to him or her for that pay
  period reduced by an amount that is not less than 1% nor more than 15% thereof.
  
                                         3
  4
           In addition, each participant may contribute an after-tax contribution
  that is not less than 1% nor more than 6% of such participant's monthly
  compensation.  After-tax contributions are made by regular payroll deductions
  from each participant's compensation or by the participant's check.
  
           A participant may elect to resume or change his or her pre-tax or
  after-tax contribution rate as of any January 1, April 1, July 1, or October 1
  by filing a written notice with the Committee at least 30 days in advance of
  the date on which the change is to be effective.  A participant may also elect
  to suspend his or her contribution as of the first day of any payroll period by
  filing an advance written notice with the Committee.
  
           Each participating employer shall make an employer matched
  contribution to the Plan on behalf of participants who have made pre-tax
  contributions to the Plan in an amount equal to a percentage of such pre-tax
  contributions as the Company may determine.  No employer matched contribution
  shall be made with respect to a participant's pre-tax contribution in excess of
  3% of his or her compensation.
  
           Each participating employer shall make basic employer contributions to
  the Trustee in such amounts as may be necessary to enable the Trustee to pay
  any maturing obligations under any outstanding ESOP loan, plus, to the extent
  determined by  the Company, such amounts as may be necessary to prepay all or
  any portion of any outstanding ESOP loan.
  
           Each participating employer shall make a 1% supplemental employer
  contribution, with respect to its employees who are participants, to the
  Trustee, and such additional amounts, if any, as may be determined by the
  Company's Board of Directors.
  
           Both participant and employer contributions are subject to the
  restrictions imposed by the Code.
  
           The Committee will establish and maintain the following accounts for
  each participant:  a Pre-Tax Contribution Account, an After-Tax Contribution
  Account, an Employer Contribution Account and a Rollover Contribution Account.
  
           A participant's Pre-Tax Account will reflect the amount, if any, of
  pre-tax contributions made on behalf of the participant and the income, losses,
  appreciation, and depreciation attributable thereto.
  
           A participant's After-Tax Contribution Account will reflect the
  amount, if any, of after-tax contributions made by the participant and the
  income, losses, appreciation, and depreciation attributable thereto.
  
           A participant's Employer Contribution Account will reflect the amount,
  if any, of the employer matched contributions, supplemental employer
  contributions made on behalf of the participant, the participant's share of
  basic employer contributions, any forfeitures allocated to such participant and
  the income, losses, appreciation, and depreciation attributable thereto.
  
                                         4
  5
           A participant's Rollover Contribution Account will reflect rollover
  contributions, if any, made by employee and the income, losses, appreciation
  and depreciation attributable thereto.
  
           As soon as practicable, after the last day of each Plan year, or more
  frequently as the Committee shall determine, the Committee shall provide each
  Participant with a statement reflecting the value of his account as of that
  date.
  
  Item 1(e).       Resale Restrictions
  
           None.
  
  Item 1(f).       Tax Effects of Plan Participation
  
           Company contributions, and earnings thereon, will not be taxable to a
  Plan participant as long as the assets allocated to his or her accounts are
  held in the Trust Fund.
  
           Current law provides that if a participant receives a lump sum
  distribution (a distribution of the entire balance to the credit of his
  account), and has been participating in the Plan for at least five years prior
  to the year of the distribution and has attained age 59 1/2 as of the date of
  distribution, the participant may be able to elect to have the ordinary income
  portion of his lump sum distribution taxed under a special reduced tax rate
  based on the concept of income averaging.  A participant need not have been a
  participant for five years in order to exclude from income the net unrealized
  appreciation on all Common Stock distributed when he or she receives a lump sum
  distribution.  The net unrealized appreciation on such stock is the excess of
  the fair market value of such stock at the time of distribution over the cost or
  other basis of such stock to the Trust.  Such appreciation only becomes taxable
  upon disposition of the stock. When the participant disposes of his or her
  stock, his or her gain or loss is equal to the difference between the amount
  received for the stock at the time the participant sells it and his or her basis
  in the stock.  Alternatively, the participant can roll over the entire lump sum
  distribution, or any portion of such distribution, into another qualified plan,
  if available, or an individual retirement account or annuity and further defer
  recognition of income.
  
           If a distribution does not qualify as a lump sum distribution, the
  participant will usually realize ordinary income with respect to all of the
  distribution, unless the participant receives a distribution on account of
  death, disability, or separation from service of at least 50% of his total
  account balances, in which case such participant may elect to make a partial
  rollover of such distribution to an individual retirement account or annuity.
  
                                         5
  6
           Income tax withholding is imposed at the rate of 20% on withdrawals
  and distributions from the Plan which are eligible for rollover treatment and
  which are not transferred directly from the Plan to another tax qualified plan
  or individual retirement account.  However, certain required distributions and
  distributions which are made solely in employer stock are not subject to the
  mandatory withholding.
  
           The foregoing is only a general summary of federal income tax
  provisions.  For precise advice as to specific transactions, it will be
  important in some cases to consider the state, local and foreign tax
  consequences of participation in the Plan and the effect, if any, of gift,
  estate and inheritance taxes.  Furthermore, the foregoing is based on the
  federal tax laws presently enacted, and a participant should consult his tax
  adviser for further details prior to making any decision with respect to
  distributions from the Plan.
  
  Item 1(g).       Investment of Funds
  
           Plan assets will be invested primarily in UICI Stock, except that some
  Plan assets may be retained in cash or cash equivalents from time to time for
  payment of costs and expenses incurred in administering the Plan.
  
           The Committee may from time to time direct the Trustee to incur ESOP
  loans for the purpose of acquiring UICI Common Stock or for the purpose of
  repaying all or any portion of any outstanding ESOP loans.
  
  Item 1(h).       Withdrawal From the Plan; Assignment of Interest.
  
           A participant may elect to have his or her entire interest under the
  Plan distributed in a single payment as soon as practicable after the last day
  of the Plan year in which his or her termination of employment occurs.  If a
  participant does not so elect, distribution shall be made no later than the
  times provided under the Code.
  
           Unless the participant requests otherwise, all distributions will be
  made in shares of UICI Common Stock, except that cash will be distributed in
  lieu of any fractional shares credited to the participant's accounts, and
  provided, further, that, with the consent of the payee, the Committee may
  direct payment in cash based on the value of UICI Common Stock as of the date
  of distribution.
  
           The Committee may from time to time permit participants to elect to
  have the amount of any cash dividends which are paid to the Trustee with
  respect to shares of UICI Common Stock held in their accounts distributed to
  them no later than the 90th day next following the close of the Plan year in
  which such dividends are paid.  Any such election by a participant shall be by
  writing filed with the Committee at such time and in such manner as the
  Committee may require.  Participants who are at least age 55 and have completed
  ten years of participation in the Plan may elect once a year over a five year
  period to withdraw a portion of their Plan
  
                                         6
  7
  accounts.  For the first four years they may withdraw up to 25% of their
  account, and in the fifth year up to 50%.
  
           A participant whose termination date has not yet occurred may elect to
  withdraw all or part of his Pre-Tax Contributions in the case of financial
  hardship.  The IRS has defined a "financial hardship" as one of the following
  conditions:  1) medical expenses for the participant or their dependent that
  have been or will be incurred and are not reimbursed through an insurance
  program; 2) purchase of primary residence (does not include monthly mortgage
  payments; 3) post secondary tuition and expenses for the next twelve months for
  an immediate family member; 4) mortgage or rent payments to prevent eviction or
  foreclosure.  A participant may withdraw the amount necessary to meet the
  immediate financial need, provided the amount is not readily available to
  participant from other sources.  Withdrawals of Pre-Tax Contributions before
  age 59-1/2 are usually subject to a 10% penalty tax on the taxable portion of
  the distribution.  Hardship withdrawals will be paid in cash.
  
           At all times a participant will have a fully vested and nonforfeitable
  interest in such participant's Pre-Tax Contribution Account and After-Tax
  Contribution Account.
  
           A participant will have a fully vested and nonforfeitable interest in
  such participant's Employer Contribution Account (after all adjustments
  required under the Plan have been made), if such participant terminates his or
  her employment with any participating employer under any of the following
  circumstances:  (i) retirement from employment at any age because of the
  participant's permanent disability, (ii) the participant's death, (iii)
  retirement from employment upon or after the participant's attainment of age
  65.
  
           If a participant's employment terminates for any reason other than
  permanent disability, death, or retirement, and before completing seven (7)
  years of service, such participant's vested and nonforfeitable interest in his
  or her Employer Contribution Account will be determined in accordance with the
  following vesting schedule:
  Number of Completed                      Vesting
                        Years of Service                     Percentage
                        ----------------                     ----------
  Fewer than 1 year                              0%
                   1 year but fewer than 2 years                 10%
                   2 years but fewer than 3 years                20%
                   3 years but fewer than 4 years                30%
                   4 years but fewer than 5 years                40%
                   5 years but fewer than 6 years                60%
                   6 years but fewer than 7 years                80%
                   7 years or more                              100%
  7
  8
  Item 1(i).       Forfeitures and Penalties.
  
           None of a participant's Pre-Tax Contribution Account, After-Tax
  Contribution Account nor the vested portion of a participant's Employer
  Contribution Account shall be forfeitable for any reason whatsoever, including,
  without limitation, for misconduct or engaging in competition with the
  participating employers.
  
           The portions of a participant's accounts that are not fully vested at
  the time such participant terminates his or her employment with any
  participating employer shall be forfeited by the participant.  All forfeitures
  during each Plan year will be allocated and credited to the Employer
  Contribution Accounts of participants who were employed on the last day of that
  Plan year or retired or died during that year, pro rata, according to the
  compensation paid to them during that year.  Upon reemployment within five
  years service, the forfeited amount will be restored to the participant's
  account.
  
  Item 1(j).       Charges and Deductions and Liens Therefor.
  
           None.
  
  Item 2.  Registrant Information and Employee Annual Information.
  
           Documents containing the information required by Part I of this
  Registration Statement will be sent or given to each participant in accordance
  with Rule 428.  These documents are not filed with the Securities and Exchange
  Commission as part of this Registration Statement.
  
           The Company will provide without charge to each person to whom this
  Registration is delivered, on the written or oral request of such person, a
  copy of any or all of the documents that have been incorporated by reference in
  this Registration.  Such written or oral request should be directed to the
  attention of Investor Relations, UICI, 4001 McEwen Drive, Suite 200, Dallas,
  Texas 75244, telephone (972) 960-4897.
  
                                         8
  9
                                      PART II
  
  Item 3.  Incorporation of Documents by Reference
  
           The following documents filed by the registrant with the Securities
  and Exchange Commission are incorporated herein by reference and made a part
  hereof:
  
           (a)     Annual report on Form 10-K for the year ended December 31,
                   1995 filed on March 29, 1996.
  
           (b)     Plan's annual report on Form 11-K for the year ended December
                   31, 1995 filed on March 29, 1996.
  
           (c)     The description of the registrant's Common Stock, $0.01 par
                   value, which is contained in the registrant's registration
                   statements filed under Section 12 of the Securities Exchange
                   Act of 1934, including any amendment or reports filed for the
                   purpose of updating such description.
  
           (d)     All documents filed by the registrant pursuant to Section
                   13(a) or 15(d) of the Securities Exchange Act of 1934 from the
                   date hereof and prior to the termination of the offering of
                   the securities offered hereby shall be deemed to be
                   incorporated by reference herein and to be part hereof from
                   the date of filing such documents.
  
           (e)     All documents subsequently filed by the registrant pursuant to
                   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
                   Act of 1934, prior to the filing of a post-effective amendment
                   to the registration statement which indicates that all of the
                   shares of common stock offered have been sold or which
                   deregisters all of such shares then remaining unsold, shall be
                   deemed to be incorporated by reference in the registration
                   statement and to be a part hereof from the date of filing of
                   such documents.  Any statement contained in a document
                   incorporated or deemed to be incorporated by reference herein
                   shall be deemed to be modified or superseded for purposes of
                   this registration statement to the extent that a statement
                   contained herein or in any other subsequently filed document
                   which also is or is deemed to be incorporated by reference
                   herein modifies or supersedes such statement.  Any such
                   statement so modified or superseded shall not be deemed,
                   except as so modified or superseded, to constitute a part of
                   this registration statement.
  
  Item 4.          Description of Securities
  
           Not Applicable.
  
                                         9
  10
  Item 5.          Interest of Named Experts and Counsel
  
           The Plan is subject to various requirements under ERISA and Internal
  Revenue Code of 1986.  The Company has complied, and intends to continue to
  comply, with any requirements necessary to maintain a favorable qualification
  status of the Plan.
  
  Item 6.          Indemnification of Directors and Officers
  
           Section 145 of the General Corporation Law of Delaware authorizes
  indemnification of directors, officers and employees of Delaware corporations.
  Article VIII of the registrant's by-laws (i) authorizes the indemnification of
  directors and officers (the "Indemnitees") under specified circumstances to the
  fullest extent authorized by the General Corporation Law of Delaware, (ii)
  provides for the advancement of expenses to the Indemnitees for defending any
  proceedings related to the specified circumstances, (iii) gives the Indemnitees
  the right to bring suit against the registrant to enforce the foregoing rights
  to indemnification and advancement of expenses, and (iv) authorizes the
  registrant to maintain certain policies of insurance to protect itself and any
  of its directors, officers or employees.  The registrant does not currently
  maintain such policies of insurance to protect itself and any of its directors,
  officers or employees.
  
  Item 7.          Exemption From Registration Claimed
  
           Not Applicable.
  
  Item 8.          Exhibits
  
           The exhibits to the registration statement are listed in the Exhibit
  Index elsewhere herein.
  
  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)(3) of the Securities 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;
  
                                         10
  11
                            (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) shall not apply if 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)      That, for the purpose of determining any liability
                            under the Securities Act, each such 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 means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
  
           (b)     The undersigned registrant hereby undertakes that, for
                   purposes of determining any liability under the Securities Act
                   of 1933, each filing of the registrant's annual report
                   pursuant to Section 13(a) or Section 15(d) of the Securities
                   Exchange Act of 1934 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)     Insofar as indemnification for liabilities arising under the
                   Securities Act of 1933 may be permitted to directors,
                   officers, and controlling persons of the Company 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.
  
                                         11
  12
  Pursuant to the requirements of the Securities Act, the Registrant certifies
  that it has reasonable grounds to believe that it meets all 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 Dallas and State of Texas.
                                             
                                                           UICI          
                                               ----------------------------
                                                       (Registrant)
                                                        ---------- 
                                             
                                             
  Date       1/14/97                       By  /s/ W. Brian Harrigan        
       --------------------                    ----------------------------
                                               W. Brian Harrigan, President
  
  Pursuant to the requirements of the Securities Exchange Act of 1933, this
  Registration Statement has been signed below by the following persons on behalf
  of the Registrant and in the capacities and on the dates indicated.
  
   /s/ W. Brian Harrigan                            Date           1/14/97   
  --------------------------------------------              ---------------------
  W/. Brian Harrigan, President (Principal                                       
      Executive Officer) and Director                                            
                                                                                 
                                                                                 
   /s/ Richard J. Estell                            Date           1/14/97      
  --------------------------------------------              ---------------------
  Richard J. Estell, Director and                                                
      Executive Vice President                                                   
                                                                                 
                                                                                 
   /s/ J. Michael Jaynes                            Date           1/14/97      
  --------------------------------------------              ---------------------
  J. Michael Jaynes, Director                                                    
                                                                                 
                                                                                 
   /s/ Gary L. Friedman                             Date           1/14/97      
  --------------------------------------------              ---------------------
  Gary L. Friedman, Director                                                     
                                                                                 
                                                                                 
   /s/ Vernon R. Woelke                             Date           1/14/97      
  --------------------------------------------              ---------------------
  Vernon R. Woelke, Vice President, Treasurer                                    
      (Principal Financial Officer and                                           
      Principal Accounting Officer), Director                                    
      and Plan Trustee                                                           
                                                                                 
                                                                                 
   /s/ Robert B. Vlach                              Date           1/14/97      
  --------------------------------------------              ---------------------
  Robert B. Vlach, Secretary, General Counsel,                                   
      and Plan Trustee                                                           
                                                                                 
                                              
  
                                         12
  13
                                   Exhibit Index
  
  Exhibit                                                                Page     
  Number                                                                 Number   
  -------                        Description of Exhibit                  ------
        
    
     4.1      Certificate of Incorporation of United Insurance Companies,
              Inc., as amended on June 6, 1996, filed as Exhibit 3-1 to the
              Form 10-Q dated June 30, 1996, filed on August 13, 1996, File
              No. 0-14320, and incorporated by reference herein.
    
     4.2      By-Laws of UICI, filed as Exhibit 3-2(A) to the 1995 Annual
              Report on Form 10-K, File No.  0-14320, filed on March 29, 1996,
              and incorporated by reference herein.
    
     4.3      United Insurance Companies, Inc. Employee Stock Ownership Plan, as 
              amended and restated.  Effective as of January 1, 1989 and as 
              further amended through the second amendment thereof.
    
    23.1      Consent of Independent Accountants
    
    23.2      Consent of Independent Accountants
  
                                         13