content: <PAGE>   1
     As filed with the Securities and Exchange Commission on August 11, 1997.
                                                     REGISTRATION NO. 333-________
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
  
                                 ---------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
  
                                 ---------------
                     UNITED COMPANIES FINANCIAL CORPORATION
               (Exact name of issuer as specified in its charter)
  
           LOUISIANA                                      71-0430414
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
                  4041 ESSEN LANE, BATON ROUGE, LOUISIANA 70809
               (Address of Principal Executive Offices) (Zip Code)
  
                      UNITED COMPANIES FINANCIAL CORPORATION
                    1996 LONG-TERM INCENTIVE COMPENSATION PLAN
                                       AND
                      UNITED COMPANIES FINANCIAL CORPORATION
                      1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
                             (Full Title of the Plan)
  
                                  DALE E. REDMAN
                             CHIEF FINANCIAL OFFICER
                                 4041 ESSEN LANE
                              BATON ROUGE, LA. 70809
                     (Name and address of agent for service)
  
                                  (504) 987-0000
          (Telephone number, including area code, of agent for service)
  
                                 ---------------
                                     Copy to:
                             J. MICHAEL ROBINSON, JR.
                         KANTROW, SPAHT, WEAVER & BLITZER
                         (A PROFESSIONAL LAW CORPORATION)
                                  P.O. BOX 2997
                           BATON ROUGE, LA. 70821-2997
                                  (504) 383-4703
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
                                                      Proposed maximum       Proposed maximum
      Title of Securities         Amount to be         offering price            aggregate              Amount of
       to be registered          Registered (1)         per share (2)       offering price (2)       registration fee
  ===================================================================================================================
    <S>                          <C>                  <C>                   <C>                      <C>
    Common Stock, $2.00 par         1,900,000              $28.01              $53,219,000              $16,126.97
      value per share (3)
  ===================================================================================================================
  </TABLE>
  
  (1) There are also being registered hereunder such additional indeterminate
  number of shares as may be issuable under the registrant's 1996 Long-Term
  Incentive Compensation Plan and 1996 Non-Employee Director Stock Plan by reason
  of stock dividends or through recapitalization resulting in stock split-ups,
  combinations or exchange of shares.
  (2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
  per share and the proposed maximum aggregate offering price have been computed
  as follows: (a) with respect to the 366,500 shares for which options have been
  granted as of the date hereof, computed on the basis of $26.76 per share, the
  average exercise price of such shares and (b) with respect to the remaining
  1,533,500 shares computed on the basis of $28.31 per share, the closing price of
  the Common Stock reported on the New York Stock Exchange, Inc. on August 8,
  1997.
  (3) Includes Preferred Stock Purchase Rights ("Rights"). The Rights are
  associated with and trade with the Common Stock.  The value, if any,
  attributable to the Rights is reflected in the market price of the Common
  Stock.
  
  ================================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents containing the information specified in Part I of the
  General Instructions to the Registration Statement on Form S-8 under the
  Securities Act of 1933, as amended (the "Act") will be sent or given to
  participants in (i) United Companies Financial Corporation 1996 Long-Term
  Incentive Compensation Plan and (ii) United Companies Financial Corporation
  1996 Non-Employee Director Stock Plan as required by Rule 428(b)(1) promulgated
  by the Securities and Exchange Commission (the "Commission") under the Act.
  
  
  
  
  
                                        II-1
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents filed by the Company with the Commission under
  the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  (Commission File No. 1-7067) are hereby incorporated by reference: (a) the
  Company's Annual Report on Form 10-K for the year ended December 31, 1996; (b)
  the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
  1997; (c) the Company's Proxy Statement dated April 14, 1997 in connection with
  the Company's Annual Meeting of Shareholders held on May 14, 1997; (d) the
  Company's Current Report on Form 8-K filed on June 2, 1997; (e) the Company's
  Current Report on Form 8-K filed on June 11, 1997; (f) the Company's Current
  Report on Form 8-K filed on June 24, 1997; (f) the description of the Common
  Stock contained in the Company's Registration Statement on Form 8-A; and (g)
  the description of the Company's Preferred Share Purchase Rights contained in
  the Company's Registration Statement on Form 8-A.
  
           In addition, all documents filed by the Company pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior
  to the termination of the offering made hereby shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           (a)     Legal Opinions
  
           The legality of the shares of Common Stock to be offered pursuant to
  this registration statement will be passed upon for the Company by the law firm
  of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation), Baton
  Rouge, Louisiana. As of July 31, 1997, individual stockholders of the firm of
  Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) owned,
  directly or indirectly, approximately 50,000 shares of the Company's Common
  Stock.
  
           (b)     Experts
  
           The consolidated financial statements and the related financial
  statement schedules incorporated in this Registration Statement by reference
  from the Company's Annual Report on Form 10-K for the year ended December 31,
  1996, have been audited by Deloitte & Touche LLP, independent auditors, as
  stated in their report, which is incorporated herein by reference, and have
  been so incorporated in reliance upon the report of such firm given upon their
  authority as experts in accounting and auditing.
  
           With respect to the unaudited interim financial information for the
  period ended March 31, 1997, which is incorporated herein by reference,
  Deloitte & Touche LLP have applied limited procedures in accordance with
  professional standards for a review of such information. However, as stated in
  their reports included in the Company's Quarterly Report on Form 10-Q for the
  quarter ended March 31, 1997 and incorporated by reference herein, they did not
  audit and they do not express an opinion on that interim financial information.
  Accordingly, the degree of reliance on their reports on such information should
  be restricted in light of the limited nature of the review procedures applied.
  Deloitte & Touche LLP are not subject to the liability provisions of Section 11
  of the Act for their reports on the unaudited interim financial information
  because those reports are not "reports" or a "part" of the registration
  statement prepared or certified by an accountant within the meaning of Sections
  7 and 11 of the Act.
  
  
  
  
  
                                        II-2
  <PAGE>   4
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Section 83 of the Louisiana Business Corporation Law (the "LBCL")
  provides that a corporation may indemnify any person who was or is a party or
  is threatened to be made a party to any action, suit or proceeding, whether
  civil, criminal, administrative, or investigative (other than an action by or
  in the right of the corporation), by reason of the fact that he is or was a
  director, officer, employee, or agent of the corporation, or is or was serving
  at the request of the corporation as a director, officer, employee, or agent of
  another business, foreign or nonprofit corporation, partnership, joint venture,
  or other enterprise. The indemnity may include expenses, including attorney
  fees, judgments, fines, and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit, or proceeding if he acted
  in good faith and in a manner he reasonably believed to be in, or not opposed
  to, the best interests of the corporation, and, with respect to any criminal
  action or proceeding, had no reasonable cause to believe his conduct was
  unlawful. Section 83 further provides that a Louisiana corporation may
  indemnify officers and directors in an action by or in the right of the
  corporation under the same conditions except that no indemnification is
  permitted without judicial approval if the director or officer shall have been
  adjudged to be liable for willful or intentional misconduct in the performance
  of his duty to the corporation. Where an officer or director is successful on
  the merits or otherwise in any defense of any action referred to above or any
  claim therein, the corporation must indemnify him against such expenses that
  such officer or director actually incurred. Section 83 permits a corporation to
  pay expenses incurred by the officer or director in defending an action, suit
  or proceeding in advance of the final disposition thereof if approved by the
  board of directors.
  
           Pursuant to Section 83 of the LBCL, the Company has adopted provisions
  in its Articles of Incorporation which require the Company to indemnify its
  directors and officers to the fullest extent permitted by the LBCL.
  
           The Articles of Incorporation, as amended, provide that no director or
  officer of the Company shall be personally liable to the Company or its
  stockholders for monetary damages for breach of fiduciary duty as a director or
  officer except for liability (i) for breach of the directors' or officers' duty
  of loyalty to the Company or its stockholders, (ii) for acts or omissions not
  in good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Section 92(D) of the LBCL, or (iv) for any transaction from
  which the director or officer derived an improper personal benefit. Section
  92(D) of the LBCL specifies certain corporate transactions, such as certain
  dividend declarations and dispositions of assets, as unlawful. The effect of
  this provision of the Articles of Incorporation is to eliminate the rights of
  the Company and its stockholders (through stockholders' derivative suits on
  behalf of the Company) to recover monetary damages against a director or
  officer for breach of fiduciary duty as a director or officer. This provision
  does not limit or eliminate the rights of the Company or any stockholders to
  seek non-monetary relief, such as an injunction or rescission in the event of a
  breach of a director's or officer's fiduciary duty.
  
           The Company has entered into indemnification agreements with its
  directors and certain of its officers which provide that the Company will, if
  certain conditions are met and the director or officer acted in accordance with
  the applicable standard and subject to certain procedures and exceptions,
  indemnify such persons for claims, judgments and related expenses resulting
  from their service on behalf of the Company and its affiliated entities in any
  pending, threatened or completed action, suit or proceeding, whether civil,
  administrative or criminal, except where (i) the Company is prohibited by law
  from providing such indemnification; (ii) payment of the indemnification
  amounts has been made under an insurance policy; and (iii) the director or
  officer gained a personal profit to which he or she was not legally entitled
  including profits arising from the violation of certain securities laws. A form
  of the
  
  
  
  
  
                                        II-3
  <PAGE>   5
  indemnification agreements referenced above has been filed by the Company as an
  exhibit to its Quarterly Report on Form 10-Q for the quarter ended March 31,
  1995.
  
  ITEM 8. EXHIBITS
  
  <TABLE>
  <CAPTION>
           Exhibit No.         Description of Document
           -----------         -----------------------
           <S>         <C>     <C>
           4.1(1)      -       Restatement of the Articles of Incorporation
           4.2(2)      -       By-Laws, as amended
           4.3(3)      -       Series A Junior Participating Preferred Stock Purchase Rights
           4.4(4)      -       1996 Long-Term Incentive Compensation Plan
           4.5(4)      -       1996 Non-Employee Director Stock Plan
           4.6(5)      -       Specimen Common Stock Certificate
           5.1(4)      -       Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation)
           15.1(4)     -       Letter of Deloitte & Touche LLP regarding unaudited interim financial information
           23.1(4)     -       Consent of Deloitte & Touche LLP
           23.2(4)     -       Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) (included
                               in Exhibit 5.1)
           24.1(4)     -       Power of Attorney (contained in page II-6 of this Registration Statement)
  </TABLE>
  
  (1)      Incorporated herein by reference to the designated Exhibit of the
           Company's Current Report on Form 8-K filed on November 27, 1996.
  (2)      Incorporated herein by reference to the designated Exhibit of the
           Company's Quarterly Report on Form 10-Q for the quarter ended March
           31, 1995.
  (3)      Incorporated herein by reference to the Company's Form 8-A filed with
           the Commission on August 5, 1994.  
  (4)      Filed herewith.  
  (5)      Incorporated herein by reference to the designated Exhibit of the 
           Company's Registration Statement on Form S-3 (Registration No. 
           333-21985) filed on February 19, 1997.
  
  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 Act;
  
                            (ii)    To reflect in the Prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing, any
                                    increase or decrease in volume of securities
                                    offered (if the total 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
  
  
  
  
  
                                        II-4
  <PAGE>   6
                                    to Rule 424(b) if, in the aggregate, the
                                    changes in volume and price represent no more
                                    than a 20% change in the maximum aggregate
                                    offering price set forth in the "Calculation
                                    of Registration Fee" table in the effective
                                    registration statement.
  
                            (iii)   To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;
  
                            Provided however, that paragraphs (a)(1)(i) and
                            (a)(1)(ii) do not apply if the registration statement
                            is on Form S-3, Form S-8 or Form F-3 and the
                            information required to be included in a
                            post-effective amendment by those paragraphs is
                            contained in periodic reports filed by the registrant
                            pursuant to Section 13 or 15(d) of the Exchange Act
                            that are incorporated by reference in the
                            registration statement.
  
                   (2)      That for the purpose of determining any liability
                            under the Act, each post-effective amendment shall be
                            deemed to be a new registration statement relating to
                            the securities offered therein, and the offering of
                            such securities at that time shall be deemed to be
                            the initial bona fide offering thereof.
  
                   (3)      To remove from registration by way of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
  
           (b)     The undersigned registrant hereby undertakes that, for
                   purposes of determining any liability under the Act, each
                   filing of the registrant's annual report pursuant to Section
                   13(a) or Section 15(d) of the Exchange Act (and, where
                   applicable, each filing of an employee benefit plan's annual
                   report pursuant to Section 15(d) of the Exchange Act) that is
                   incorporated by reference in the registration statement shall
                   be deemed to be a new registration statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial bona
                   fide offering thereof.
  
           (h)     Insofar as indemnification for liabilities arising under the
                   Act may be permitted of directors, officers and controlling
                   persons of the registrant pursuant to the foregoing
                   provisions, or otherwise, the registrant has been advised that
                   in the opinion of the Commission such indemnification is
                   against public policy as expressed in the Act and is,
                   therefore, unenforceable. In the event that a claim for
                   indemnification against such liabilities (other than the
                   payment by the registrant of expenses incurred or paid by a
                   director, officer or controlling person for the registrant in
                   the successful defense of any action, suit or proceeding) is
                   asserted by such director, officer or controlling person in
                   connection with the securities being registered, the
                   Registrant will, unless in the opinion of its counsel the
                   matter has been settled by controlling precedent, submit to a
                   court of appropriate jurisdiction the question whether such
                   indemnification by it is against public policy as expressed in
                   the Act and will be governed by the final adjudication of such
                   issue.
  
  
  
  
  
                                        II-5
  <PAGE>   7
                                     SIGNATURES
  
           Pursuant to the requirements of the Act, the registrant certifies that
  it has reasonable grounds to believe that it meets all of the requirements for
  filing on Form S-8 and has duly caused this Registration Statement to be signed
  on its behalf by the undersigned, thereunto duly authorized, in the City of
  Baton Rouge, State of Louisiana on August 5, 1997.
  
                                       UNITED COMPANIES FINANCIAL CORPORATION     
                                                                                  
                                       By: /s/ Sherry E. Anderson                 
                                          ----------------------------------------
                                               Sherry E. Anderson                 
                                               Senior Vice President and Secretary
  
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby authorizes J. Terrell
  Brown and Dale E. Redman and each of them acting individually, with full power
  of substitution, to file one or more amendments, including post-effective
  amendments, to this Registration Statement, and to file the same, with all
  exhibits thereto, and all documents in connection therewith with the
  Commission, which amendments, may make such changes as J. Terrell Brown or Dale
  E. Redman deems appropriate; and each person whose signature appears below,
  individually and in each capacity stated below, hereby appoints J. Terrell
  Brown and Dale E. Redman, and either of them acting individually, with full
  power of substitution, as Attorney-in-Fact to execute in his name and on his
  behalf any such amendments to this Registration Statement.
  
           Pursuant to the requirements of the Act, this Registration Statement
  has been signed by the following persons in the capacities and on the dates
  indicated.
  
  <TABLE>
  <CAPTION>
     Signature                                       Title                                 Date
     ---------                                       -----                                 ----
     <S>                                             <C>                                   <C>
      /s/ J. Terrell Brown                           Chairman, Chief Executive             August 5, 1997
     ----------------------------------------        Officer and Director                                
     J. Terrell Brown                                (Principal Executive Officer)
                                                                                  
  
  
      /s/ Dale E. Redman                             Executive Vice President,             August 5, 1997
     ----------------------------------------        Chief Financial Officer,                            
     Dale E. Redman                                  Assistant Secretary and Director 
                                                     (Principal Financial Officer)    
                                                                                      
  
  
      /s/ John D. Dienes                             President, Chief Operating            August 5, 1997
     ----------------------------------------        Officer and Director                                
     John D. Dienes                                                      
  
  
      /s/ Jesse O. Griffin                           Senior Vice President and             August 5, 1997
     ----------------------------------------        Controller (Principal Accounting                    
     Jesse O. Griffin                                Officer)                         
                                                                                      
  </TABLE>
  
  
  
  
  
                                        II-6
  <PAGE>   8
  
  <TABLE>
     <S>                                             <C>                                   <C>
      /s/ James J. Bailey, III                       Director                              August 5, 1997
     ----------------------------------------                                                            
     James J. Bailey, III
  
  
      /s/ John W. Barton, Sr.                        Director                              August 5, 1997
     ----------------------------------------                                                            
     John W. Barton, Sr.
  
  
                                                     Director                              ________, 1997
     ----------------------------------------                                                            
     Robert H. Barrow
  
  
      /s/ Jon R. Burke                               Director                              August 5, 1997
     ----------------------------------------                                                            
     Jon R. Burke
  
  
      /s/ Richard A. Campbell                        Director                              August 5, 1997
     ----------------------------------------                                                            
     Richard A. Campbell
  
  
      /s/ Harris J. Chustz, Jr.                      Director                              August 5, 1997
     ----------------------------------------                                                            
     Harris J. Chustz, Jr.
  
  
      /s/ Roy G. Kadair, M.D.                        Director                              August 5, 1997
     ----------------------------------------                                                            
     Roy G. Kadair, M.D.
  
  
      /s/ O. Miles Pollard                           Director                              August 5, 1997
     ----------------------------------------                                                            
     O. Miles Pollard
  
  
      /s/ William H. Wright, Jr.                     Director                              August 5, 1997
     ----------------------------------------                                                            
     William H. Wright, Jr.
  </TABLE>
  
  
  
  
  
                                        II-7
  <PAGE>   9
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
            Exhibit No.        Description of Document
            -----------        -----------------------
            <S>                <C>
            4.1(1)             Restatement of the Articles of Incorporation
  
            4.2(2)             By-Laws, as amended
  
            4.3(3)             Series A Junior Participating Preferred Stock Purchase Rights
  
            4.4(4)             1996 Long-Term Incentive Compensation Plan
  
            4.5(4)             1996 Non-Employee Director Stock Plan
  
            4.6(5)             Specimen Common Stock Certificate
  
            5.1(4)             Opinion of Kantrow, Spaht, Weaver & Blitzer
                               (A Professional Law Corporation)
  
            15.1(4)            Letter of Deloitte & Touche regarding unaudited interim
                               financial information
  
            23.1(4)            Consent of Deloitte & Touche LLP
  
            23.2(4)            Consent of Kantrow, Spaht, Weaver & Blitzer
                               (A Professional Law Corporation) (included in
                               Exhibit 5.1)
  
            24.1(4)            Power of Attorney (contained in page II-6 of this
                               Registration Statement)
  </TABLE>
  
  
  (1)       Incorporated herein by reference to the designated Exhibit of the
            Company's Form 8-K filed on November 27, 1996.
  
  (2)       Incorporated herein by reference to the designated Exhibit of the
            Company's Quarterly Report on Form 10-Q for the quarter ended March
            31, 1995.
  
  (3)       Incorporated herein by reference to the Company's Form 8-A filed with
            the Commission on August 5, 1994.
  
  (4)       Filed herewith.
  
  (5)       Incorporated herein by reference to the designated Exhibit of the
            Company's Registration Statement on Form S-3 (Registration No.
            333-21985) filed on February 19, 1997.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29173}]
metadata_filer: {"company-data": {"conformed-name": "UNITED COMPANIES FINANCIAL CORP", "cik": "0000217416", "assigned-sic": "6141", "irs-number": "710430414", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33347", "film-number": "97655710"}, "business-address": {"street1": "4041 ESSEN LN", "street2": "P O BOX 1591", "city": "BATON ROUGE", "state": "LA", "zip": "70809", "phone": "5049870000"}}
text: 1
     As filed with the Securities and Exchange Commission on August 11, 1997.
                                                     REGISTRATION NO. 333-________
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
  
                                 ---------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
  
                                 ---------------
                     UNITED COMPANIES FINANCIAL CORPORATION
               (Exact name of issuer as specified in its charter)
  
           LOUISIANA                                      71-0430414
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
                  4041 ESSEN LANE, BATON ROUGE, LOUISIANA 70809
               (Address of Principal Executive Offices) (Zip Code)
  
                      UNITED COMPANIES FINANCIAL CORPORATION
                    1996 LONG-TERM INCENTIVE COMPENSATION PLAN
                                       AND
                      UNITED COMPANIES FINANCIAL CORPORATION
                      1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
                             (Full Title of the Plan)
  
                                  DALE E. REDMAN
                             CHIEF FINANCIAL OFFICER
                                 4041 ESSEN LANE
                              BATON ROUGE, LA. 70809
                     (Name and address of agent for service)
  
                                  (504) 987-0000
          (Telephone number, including area code, of agent for service)
  
                                 ---------------
                                     Copy to:
                             J. MICHAEL ROBINSON, JR.
                         KANTROW, SPAHT, WEAVER & BLITZER
                         (A PROFESSIONAL LAW CORPORATION)
                                  P.O. BOX 2997
                           BATON ROUGE, LA. 70821-2997
                                  (504) 383-4703
  
                          CALCULATION OF REGISTRATION FEE
  Proposed maximum       Proposed maximum
      Title of Securities         Amount to be         offering price            aggregate              Amount of
       to be registered          Registered (1)         per share (2)       offering price (2)       registration fee
  ===================================================================================================================
  Common Stock, $2.00 par         1,900,000              $28.01              $53,219,000              $16,126.97
      value per share (3)
  ===================================================================================================================
  (1) There are also being registered hereunder such additional indeterminate
  number of shares as may be issuable under the registrant's 1996 Long-Term
  Incentive Compensation Plan and 1996 Non-Employee Director Stock Plan by reason
  of stock dividends or through recapitalization resulting in stock split-ups,
  combinations or exchange of shares.
  (2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
  per share and the proposed maximum aggregate offering price have been computed
  as follows: (a) with respect to the 366,500 shares for which options have been
  granted as of the date hereof, computed on the basis of $26.76 per share, the
  average exercise price of such shares and (b) with respect to the remaining
  1,533,500 shares computed on the basis of $28.31 per share, the closing price of
  the Common Stock reported on the New York Stock Exchange, Inc. on August 8,
  1997.
  (3) Includes Preferred Stock Purchase Rights ("Rights"). The Rights are
  associated with and trade with the Common Stock.  The value, if any,
  attributable to the Rights is reflected in the market price of the Common
  Stock.
  
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents containing the information specified in Part I of the
  General Instructions to the Registration Statement on Form S-8 under the
  Securities Act of 1933, as amended (the "Act") will be sent or given to
  participants in (i) United Companies Financial Corporation 1996 Long-Term
  Incentive Compensation Plan and (ii) United Companies Financial Corporation
  1996 Non-Employee Director Stock Plan as required by Rule 428(b)(1) promulgated
  by the Securities and Exchange Commission (the "Commission") under the Act.
  
                                        II-1
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents filed by the Company with the Commission under
  the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  (Commission File No. 1-7067) are hereby incorporated by reference: (a) the
  Company's Annual Report on Form 10-K for the year ended December 31, 1996; (b)
  the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
  1997; (c) the Company's Proxy Statement dated April 14, 1997 in connection with
  the Company's Annual Meeting of Shareholders held on May 14, 1997; (d) the
  Company's Current Report on Form 8-K filed on June 2, 1997; (e) the Company's
  Current Report on Form 8-K filed on June 11, 1997; (f) the Company's Current
  Report on Form 8-K filed on June 24, 1997; (f) the description of the Common
  Stock contained in the Company's Registration Statement on Form 8-A; and (g)
  the description of the Company's Preferred Share Purchase Rights contained in
  the Company's Registration Statement on Form 8-A.
  
           In addition, all documents filed by the Company pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior
  to the termination of the offering made hereby shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           (a)     Legal Opinions
  
           The legality of the shares of Common Stock to be offered pursuant to
  this registration statement will be passed upon for the Company by the law firm
  of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation), Baton
  Rouge, Louisiana. As of July 31, 1997, individual stockholders of the firm of
  Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) owned,
  directly or indirectly, approximately 50,000 shares of the Company's Common
  Stock.
  
           (b)     Experts
  
           The consolidated financial statements and the related financial
  statement schedules incorporated in this Registration Statement by reference
  from the Company's Annual Report on Form 10-K for the year ended December 31,
  1996, have been audited by Deloitte & Touche LLP, independent auditors, as
  stated in their report, which is incorporated herein by reference, and have
  been so incorporated in reliance upon the report of such firm given upon their
  authority as experts in accounting and auditing.
  
           With respect to the unaudited interim financial information for the
  period ended March 31, 1997, which is incorporated herein by reference,
  Deloitte & Touche LLP have applied limited procedures in accordance with
  professional standards for a review of such information. However, as stated in
  their reports included in the Company's Quarterly Report on Form 10-Q for the
  quarter ended March 31, 1997 and incorporated by reference herein, they did not
  audit and they do not express an opinion on that interim financial information.
  Accordingly, the degree of reliance on their reports on such information should
  be restricted in light of the limited nature of the review procedures applied.
  Deloitte & Touche LLP are not subject to the liability provisions of Section 11
  of the Act for their reports on the unaudited interim financial information
  because those reports are not "reports" or a "part" of the registration
  statement prepared or certified by an accountant within the meaning of Sections
  7 and 11 of the Act.
  
                                        II-2
  4
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Section 83 of the Louisiana Business Corporation Law (the "LBCL")
  provides that a corporation may indemnify any person who was or is a party or
  is threatened to be made a party to any action, suit or proceeding, whether
  civil, criminal, administrative, or investigative (other than an action by or
  in the right of the corporation), by reason of the fact that he is or was a
  director, officer, employee, or agent of the corporation, or is or was serving
  at the request of the corporation as a director, officer, employee, or agent of
  another business, foreign or nonprofit corporation, partnership, joint venture,
  or other enterprise. The indemnity may include expenses, including attorney
  fees, judgments, fines, and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit, or proceeding if he acted
  in good faith and in a manner he reasonably believed to be in, or not opposed
  to, the best interests of the corporation, and, with respect to any criminal
  action or proceeding, had no reasonable cause to believe his conduct was
  unlawful. Section 83 further provides that a Louisiana corporation may
  indemnify officers and directors in an action by or in the right of the
  corporation under the same conditions except that no indemnification is
  permitted without judicial approval if the director or officer shall have been
  adjudged to be liable for willful or intentional misconduct in the performance
  of his duty to the corporation. Where an officer or director is successful on
  the merits or otherwise in any defense of any action referred to above or any
  claim therein, the corporation must indemnify him against such expenses that
  such officer or director actually incurred. Section 83 permits a corporation to
  pay expenses incurred by the officer or director in defending an action, suit
  or proceeding in advance of the final disposition thereof if approved by the
  board of directors.
  
           Pursuant to Section 83 of the LBCL, the Company has adopted provisions
  in its Articles of Incorporation which require the Company to indemnify its
  directors and officers to the fullest extent permitted by the LBCL.
  
           The Articles of Incorporation, as amended, provide that no director or
  officer of the Company shall be personally liable to the Company or its
  stockholders for monetary damages for breach of fiduciary duty as a director or
  officer except for liability (i) for breach of the directors' or officers' duty
  of loyalty to the Company or its stockholders, (ii) for acts or omissions not
  in good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Section 92(D) of the LBCL, or (iv) for any transaction from
  which the director or officer derived an improper personal benefit. Section
  92(D) of the LBCL specifies certain corporate transactions, such as certain
  dividend declarations and dispositions of assets, as unlawful. The effect of
  this provision of the Articles of Incorporation is to eliminate the rights of
  the Company and its stockholders (through stockholders' derivative suits on
  behalf of the Company) to recover monetary damages against a director or
  officer for breach of fiduciary duty as a director or officer. This provision
  does not limit or eliminate the rights of the Company or any stockholders to
  seek non-monetary relief, such as an injunction or rescission in the event of a
  breach of a director's or officer's fiduciary duty.
  
           The Company has entered into indemnification agreements with its
  directors and certain of its officers which provide that the Company will, if
  certain conditions are met and the director or officer acted in accordance with
  the applicable standard and subject to certain procedures and exceptions,
  indemnify such persons for claims, judgments and related expenses resulting
  from their service on behalf of the Company and its affiliated entities in any
  pending, threatened or completed action, suit or proceeding, whether civil,
  administrative or criminal, except where (i) the Company is prohibited by law
  from providing such indemnification; (ii) payment of the indemnification
  amounts has been made under an insurance policy; and (iii) the director or
  officer gained a personal profit to which he or she was not legally entitled
  including profits arising from the violation of certain securities laws. A form
  of the
  
                                        II-3
  5
  indemnification agreements referenced above has been filed by the Company as an
  exhibit to its Quarterly Report on Form 10-Q for the quarter ended March 31,
  1995.
  
  ITEM 8. EXHIBITS
  Exhibit No.         Description of Document
           -----------         -----------------------
  4.1(1)      -       Restatement of the Articles of Incorporation
           4.2(2)      -       By-Laws, as amended
           4.3(3)      -       Series A Junior Participating Preferred Stock Purchase Rights
           4.4(4)      -       1996 Long-Term Incentive Compensation Plan
           4.5(4)      -       1996 Non-Employee Director Stock Plan
           4.6(5)      -       Specimen Common Stock Certificate
           5.1(4)      -       Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation)
           15.1(4)     -       Letter of Deloitte & Touche LLP regarding unaudited interim financial information
           23.1(4)     -       Consent of Deloitte & Touche LLP
           23.2(4)     -       Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) (included
                               in Exhibit 5.1)
           24.1(4)     -       Power of Attorney (contained in page II-6 of this Registration Statement)
  (1)      Incorporated herein by reference to the designated Exhibit of the
           Company's Current Report on Form 8-K filed on November 27, 1996.
  (2)      Incorporated herein by reference to the designated Exhibit of the
           Company's Quarterly Report on Form 10-Q for the quarter ended March
           31, 1995.
  (3)      Incorporated herein by reference to the Company's Form 8-A filed with
           the Commission on August 5, 1994.  
  (4)      Filed herewith.  
  (5)      Incorporated herein by reference to the designated Exhibit of the 
           Company's Registration Statement on Form S-3 (Registration No. 
           333-21985) filed on February 19, 1997.
  
  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 Act;
  
                            (ii)    To reflect in the Prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing, any
                                    increase or decrease in volume of securities
                                    offered (if the total 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
  
                                        II-4
  6
                                    to Rule 424(b) if, in the aggregate, the
                                    changes in volume and price represent no more
                                    than a 20% change in the maximum aggregate
                                    offering price set forth in the "Calculation
                                    of Registration Fee" table in the effective
                                    registration statement.
  
                            (iii)   To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;
  
                            Provided however, that paragraphs (a)(1)(i) and
                            (a)(1)(ii) do not apply if the registration statement
                            is on Form S-3, Form S-8 or Form F-3 and the
                            information required to be included in a
                            post-effective amendment by those paragraphs is
                            contained in periodic reports filed by the registrant
                            pursuant to Section 13 or 15(d) of the Exchange Act
                            that are incorporated by reference in the
                            registration statement.
  
                   (2)      That for the purpose of determining any liability
                            under the Act, each post-effective amendment shall be
                            deemed to be a new registration statement relating to
                            the securities offered therein, and the offering of
                            such securities at that time shall be deemed to be
                            the initial bona fide offering thereof.
  
                   (3)      To remove from registration by way of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
  
           (b)     The undersigned registrant hereby undertakes that, for
                   purposes of determining any liability under the Act, each
                   filing of the registrant's annual report pursuant to Section
                   13(a) or Section 15(d) of the Exchange Act (and, where
                   applicable, each filing of an employee benefit plan's annual
                   report pursuant to Section 15(d) of the Exchange Act) that is
                   incorporated by reference in the registration statement shall
                   be deemed to be a new registration statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial bona
                   fide offering thereof.
  
           (h)     Insofar as indemnification for liabilities arising under the
                   Act may be permitted of directors, officers and controlling
                   persons of the registrant pursuant to the foregoing
                   provisions, or otherwise, the registrant has been advised that
                   in the opinion of the Commission such indemnification is
                   against public policy as expressed in the Act and is,
                   therefore, unenforceable. In the event that a claim for
                   indemnification against such liabilities (other than the
                   payment by the registrant of expenses incurred or paid by a
                   director, officer or controlling person for the registrant in
                   the successful defense of any action, suit or proceeding) is
                   asserted by such director, officer or controlling person in
                   connection with the securities being registered, the
                   Registrant will, unless in the opinion of its counsel the
                   matter has been settled by controlling precedent, submit to a
                   court of appropriate jurisdiction the question whether such
                   indemnification by it is against public policy as expressed in
                   the Act and will be governed by the final adjudication of such
                   issue.
  
                                        II-5
  7
                                     SIGNATURES
  
           Pursuant to the requirements of the Act, the registrant certifies that
  it has reasonable grounds to believe that it meets all of the requirements for
  filing on Form S-8 and has duly caused this Registration Statement to be signed
  on its behalf by the undersigned, thereunto duly authorized, in the City of
  Baton Rouge, State of Louisiana on August 5, 1997.
  
                                       UNITED COMPANIES FINANCIAL CORPORATION     
                                                                                  
                                       By: /s/ Sherry E. Anderson                 
                                          ----------------------------------------
                                               Sherry E. Anderson                 
                                               Senior Vice President and Secretary
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby authorizes J. Terrell
  Brown and Dale E. Redman and each of them acting individually, with full power
  of substitution, to file one or more amendments, including post-effective
  amendments, to this Registration Statement, and to file the same, with all
  exhibits thereto, and all documents in connection therewith with the
  Commission, which amendments, may make such changes as J. Terrell Brown or Dale
  E. Redman deems appropriate; and each person whose signature appears below,
  individually and in each capacity stated below, hereby appoints J. Terrell
  Brown and Dale E. Redman, and either of them acting individually, with full
  power of substitution, as Attorney-in-Fact to execute in his name and on his
  behalf any such amendments to this Registration Statement.
  
           Pursuant to the requirements of the Act, this Registration Statement
  has been signed by the following persons in the capacities and on the dates
  indicated.
  Signature                                       Title                                 Date
     ---------                                       -----                                 ----
  /s/ J. Terrell Brown                           Chairman, Chief Executive             August 5, 1997
     ----------------------------------------        Officer and Director                                
     J. Terrell Brown                                (Principal Executive Officer)
                                                                                  
  
      /s/ Dale E. Redman                             Executive Vice President,             August 5, 1997
     ----------------------------------------        Chief Financial Officer,                            
     Dale E. Redman                                  Assistant Secretary and Director 
                                                     (Principal Financial Officer)    
                                                                                      
  
      /s/ John D. Dienes                             President, Chief Operating            August 5, 1997
     ----------------------------------------        Officer and Director                                
     John D. Dienes                                                      
  
      /s/ Jesse O. Griffin                           Senior Vice President and             August 5, 1997
     ----------------------------------------        Controller (Principal Accounting                    
     Jesse O. Griffin                                Officer)
  II-6
  8
  /s/ James J. Bailey, III                       Director                              August 5, 1997
     ----------------------------------------                                                            
     James J. Bailey, III
  
      /s/ John W. Barton, Sr.                        Director                              August 5, 1997
     ----------------------------------------                                                            
     John W. Barton, Sr.
  
                                                     Director                              ________, 1997
     ----------------------------------------                                                            
     Robert H. Barrow
  
      /s/ Jon R. Burke                               Director                              August 5, 1997
     ----------------------------------------                                                            
     Jon R. Burke
  
      /s/ Richard A. Campbell                        Director                              August 5, 1997
     ----------------------------------------                                                            
     Richard A. Campbell
  
      /s/ Harris J. Chustz, Jr.                      Director                              August 5, 1997
     ----------------------------------------                                                            
     Harris J. Chustz, Jr.
  
      /s/ Roy G. Kadair, M.D.                        Director                              August 5, 1997
     ----------------------------------------                                                            
     Roy G. Kadair, M.D.
  
      /s/ O. Miles Pollard                           Director                              August 5, 1997
     ----------------------------------------                                                            
     O. Miles Pollard
  
      /s/ William H. Wright, Jr.                     Director                              August 5, 1997
     ----------------------------------------                                                            
     William H. Wright, Jr.
  II-7
  9
                                   EXHIBIT INDEX
  Exhibit No.        Description of Document
            -----------        -----------------------
  4.1(1)             Restatement of the Articles of Incorporation
  
            4.2(2)             By-Laws, as amended
  
            4.3(3)             Series A Junior Participating Preferred Stock Purchase Rights
  
            4.4(4)             1996 Long-Term Incentive Compensation Plan
  
            4.5(4)             1996 Non-Employee Director Stock Plan
  
            4.6(5)             Specimen Common Stock Certificate
  
            5.1(4)             Opinion of Kantrow, Spaht, Weaver & Blitzer
                               (A Professional Law Corporation)
  
            15.1(4)            Letter of Deloitte & Touche regarding unaudited interim
                               financial information
  
            23.1(4)            Consent of Deloitte & Touche LLP
  
            23.2(4)            Consent of Kantrow, Spaht, Weaver & Blitzer
                               (A Professional Law Corporation) (included in
                               Exhibit 5.1)
  
            24.1(4)            Power of Attorney (contained in page II-6 of this
                               Registration Statement)
  (1)       Incorporated herein by reference to the designated Exhibit of the
            Company's Form 8-K filed on November 27, 1996.
  
  (2)       Incorporated herein by reference to the designated Exhibit of the
            Company's Quarterly Report on Form 10-Q for the quarter ended March
            31, 1995.
  
  (3)       Incorporated herein by reference to the Company's Form 8-A filed with
            the Commission on August 5, 1994.
  
  (4)       Filed herewith.
  
  (5)       Incorporated herein by reference to the designated Exhibit of the
            Company's Registration Statement on Form S-3 (Registration No.
            333-21985) filed on February 19, 1997.