UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.   20549



                                  FORM 8-K

                               CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(D) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

     Date of Report (Date of earliest event reported):  March 1, 1999      
                                        

                      UNITED COMPANIES FINANCIAL CORPORATION
                     (Exact name as specified in its charter)

          Louisiana                      1-7067              71-0430414   
(State or other jurisdiction of (Commission File Number)    (IRS Employer  
       incorporation)                                   Identification No.)

4041 Essen Lane, Baton Rouge Louisiana                           70809  
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(Address of principal executive offices)                       Zip Code  

Registrant's telephone number, including area code       (225) 987-0000


                                 Not Applicable
        (Former name or former address, if changed since last report)

                                PAGE 1


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Item 3.   Bankruptcy or Receivership.


          On March 1, 1999, United Companies Financial Corporation 
          (the "Company") and certain of its subsidiaries, namely
          United Companies Lending Group, Inc., United Companies
          Lending Corporation(R), United Companies Funding, Inc.,
          United Credit Card, Inc., Pelican Mortgage Company, Inc., 
          Adobe, Inc., Adobe Financial, Inc. I, GINGER MAE(R), Inc.,
          UNICOR Mortgage(R), Inc., Southern Mortgage Acquisition,
          Inc., and Gopher Equity, Inc. I, commenced reorganization
          proceedings under Chapter 11 of the United States 
          Bankruptcy Code in the U.S. Bankruptcy Court of the District
          of Delaware in Wilmington.  The proceedings have been
          assigned case numbers 99-450(MFW) through 99-461(MFW),
          and, at present, the existing directors and officers of
          the Company and such subsidiaries remain in possession,
          subject to the supervision and orders of the Bankruptcy
          Court.
    
Item 5.   Other Events.

          On Friday, March 5, 1999, the New York Stock Exchange 
          suspended trading of the Company's common and preferred
          shares and announced that it would apply to the Securities
          and Exchange Commission to delist such shares from the NYSE.
          The Company has elected not to appeal the decision by the NYSE
          and will not apply for listing on an alternate exchange or on 
          the Nasdaq System.


 3                         
                              SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by 
the undersigned hereunto duly authorized.

                          UNITED COMPANIES FINANCIAL CORPORATION
                                         (Registrant)

           
Date:     March 10, 1999        By:  /s/ DEBORAH H. MIDANEK       
                                    ----------------------------------------
                                     Deborah H. Midanek, Chief Executive       
                                     Officer