8-K

                   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)
                             MAY 25, 1995

                                             

                UNITED COMPANIES FINANCIAL CORPORATION      
          (Exact name of Registrant as Specified in Charter)


    LOUISIANA             33-55227           71-0430414 
 (State or Other        (Commission          (IRS Employer    
 Jurisdiction of        File Number)         Identification No.) 
Incorporation)

    4041 ESSEN LANE, BATON ROUGE, LOUISIANA         70809
 (Address of Principal Executive Offices)        (Zip Code)

Registrant's telephone number, including area code (504)
924-6007

                         NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.

(a)    Not Applicable.
(b)    Not Applicable.
(c)    Exhibits:

4.8.    Form of Articles of Amendment to Articles of
        Incorporation.

8.1.    Opinion of Stroock & Stroock & Lavan with respect to
        certain tax matters.

12.1.   Statement of Computation of Ratio of Earnings to Fixed
        Charges.

12.2.   Statement of Computation of Ratio of Earnings to
        Combined Fixed Charges and Preferred Stock Dividends.

23.4.   Consent of Stroock & Stroock & Lavan (included
        in Exhibit 8.1).




                          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:  May 25, 1995     By: /S/ DALE E. REDMAN               
                           Name:  Dale E. Redman
                           Title: Executive Vice President &
                                  Chief Financial Officer



                                  EXHIBIT INDEX
                                                                
                                                  
EXHIBIT NUMBER              DESCRIPTION                    

  
4.8         Form of Articles of Amendment to Articles      5
            of Incorporation.

8.1         Opinion of Stroock & Stroock & Lavan with       
            respect to certain tax matters.
           
12.1        Statement of Computation of Ratio of Earnings
            to Fixed Charges.           

12.2        Statement of Computation of Ratio of Earnings
            to Combined Fixed Charges and Preferred Stock
            Dividends.           

23.4        Consent of Stroock & Stroock & Lavan (included
            in Exhibit 8.1).

EX-99

                                                  EXHIBIT 4.8
           ARTICLES OF AMENDMENT TO THE
                  ARTICLES OF INCORPORATION OF
             UNITED COMPANIES FINANCIAL CORPORATION


     On _________, 1995, pursuant to the authority granted to
and vested in the Board of Directors (hereinafter called the
"Board of Directors" or the "Board") of United
Companies Financial Corporation, a corporation organized and
existing under the Louisiana Business Corporation Law
(hereinafter called the "Corporation"), and in
accordance with the provisions of Section 33 of the Louisiana
Business Corporation Law
and Article III of the Corporation's Articles of Incorporation
(the "Articles of Incorporation") and in view of the fact that
no shares of the Corporation's 6.5%
Cumulative Convertible Preferred Stock, Series A, Issue Price
$25.00 per share authorized
under present Section 6 of Article III remain outstanding, the
Board of Directors, duly
authorized by the Board of Directors, voted in favor of amending
Article III of the Articles
of Incorporation to (i) eliminate present Section 6 thereof in
its entirety and (ii) to add a
new Section 6 thereto in order to create a new series of
preferred stock, par value $2.00,
of the Corporation and to state the designation and number of
shares, and to fix the
preferences, limitations and relative rights thereof, all as set
forth hereinafter.

     "Section 6 - ____% PRIDES, Convertible Preferred Stock, par
value $2.00 per share.

     Paragraph 1.  Designation and Amount.  The shares of such
series shall be designated as "_____% PRIDES, Convertible
Preferred Stock, par value $2.00 per share"
(the "PRIDES").  The PRIDES are Preferred Redeemable Increased
Dividend Equity Securities.  The authorized number of shares
constituting the PRIDES shall be __________. 

     Paragraph 2.  Dividends.  

     (a)  The holders of outstanding shares of PRIDES shall be
entitled to receive,
when, as and if declared by the Board of Directors out of funds
legally available therefor,
cumulative preferential dividends from June __, 1995, at the
rate per share of $____ per annum, and no more, payable
quarterly for each share of PRIDES, payable in arrears on
the 1st day of each January, April, July and October,
respectively (each such date being
hereinafter referred to as a "Dividend Payment Date"), or, if
any Dividend Payment Date is not a business day, then the
Dividend Payment Date shall be the next succeeding
business day; provided, however, that, with respect to any
dividend period during which a
redemption occurs, the Corporation may, at its option, declare
accrued dividends to, and
pay such dividends on, the redemption date, in which case such
dividends would be payable on the redemption date in cash to the
holders of the shares of PRIDES as of the record
date for such dividend payment and such accrued dividends would
not be included in the calculation of the related Call Price (as
hereinafter defined).  Each dividend on the shares
of PRIDES shall be payable to holders of record as they appear
on the stock register of
the Corporation on such record date, not less than 10 nor more
than 60 days preceding the
payment dates thereof, as shall be fixed by the Board of
Directors.  The first dividend
payment shall be for the period from June __, 1995 to but
excluding July 1, 1995 and the
first dividend will be payable on July 1, 1995.  Dividends (or
amounts equal to accrued and
unpaid dividends) payable on shares of PRIDES for any period
less than a full quarterly
dividend period will be computed on the basis of a 360-day year
of twelve 30-day months
and the actual number of days elapsed in any period less than
one month.

     Dividends on the shares of PRIDES will accrue whether or
not there are funds legally available for the payment of such
dividends and whether or not such dividends are
declared on a daily basis from the previous Dividend Payment
Date.  Accumulated unpaid
dividends shall not bear interest.  Dividends will cease to
accrue in respect of shares of
PRIDES on the Mandatory Conversion Date (as hereinafter defined)
or on the date of their earlier conversion or redemption.

     The shares of PRIDES will rank on a parity, both as to
payment of dividends and
distribution of assets upon liquidation, with any future
preferred stock issued by the
Corporation (the "Preferred Stock") that by its terms ranks pari
passu with the shares of PRIDES.

     (b)   As long as any shares of PRIDES are outstanding, no
dividends for any dividend period (other than dividends payable
in shares of, or warrants, rights or options
exercisable for or convertible into shares of, Common Stock (as
defined below) or any
other capital stock of the Corporation ranking junior to the
shares of PRIDES as to the
payment of dividends and the distribution of assets upon
liquidation ("Junior Stock") and
cash in lieu of fractional shares of such Junior Stock in
connection with any such dividend)
will be paid in cash or otherwise, nor will any other
distribution be made (other than a
distribution payable in Junior Stock and cash in lieu of
fractional shares of such Junior
Stock in connection with any such distribution), on any Junior
Stock unless: (i) full dividends on all outstanding shares of
Preferred Stock (including the shares of PRIDES),
that does not constitute Junior Stock ("Parity Preferred Stock")
have been paid, or declared
and set aside for payment, for all dividend periods terminating
on or prior to the date of
such Junior Stock dividend or distribution payment to the extent
such dividends are cumulative; (ii) dividends in full, in the
case of a dividend payment with respect to Junior
Stock, for any Parity Preferred Stock dividend period commencing
on or prior to the date
of such Junior Stock dividend payment or, in the case of any
other distribution with respect
to Junior Stock, for the current quarterly dividend period, have
been paid, or declared and
set aside for payment, on all outstanding shares of Parity
Preferred Stock to the extent such
dividends are cumulative;  (iii) the Corporation has paid or set
aside all amounts, if any,
then or theretofore required to be paid or set aside for all
purchase, retirement, and
sinking funds, if any, for any outstanding shares of Parity
Preferred Stock; and (iv) the
Corporation is not in default on any of its obligations to
redeem any outstanding shares of Parity Preferred Stock.

     In addition, as long as any shares of PRIDES are
outstanding, no shares of any Junior Stock may be purchased,
redeemed, or otherwise acquired by the Corporation or
any of its subsidiaries (except in connection with a
reclassification or exchange of any
Junior Stock through the issuance of other Junior Stock (and
cash in lieu of fractional
shares of such Junior Stock in connection therewith) or the
purchase, redemption, or other
acquisition of any Junior Stock with any Junior Stock (and cash
in lieu of fractional shares
of such Junior Stock in connection therewith)) nor may any funds
be set aside or made available for any sinking fund for the
purchase or redemption of any Junior Stock unless:
(i) full dividends on all outstanding shares of Parity Preferred
Stock have been paid, or
declared and set aside for payment, for all dividend periods
terminating on or prior to the
date of such purchase, redemption or acquisition to the extent
such dividends are
cumulative; (ii) the Corporation has paid or set aside all
amounts, if any, then or
theretofore required to be paid or set aside for all purchase,
retirement, and sinking funds,
if any, for any outstanding shares of Parity Preferred Stock;
and (iii) the Corporation is not in default on any of its
obligations to redeem any outstanding shares of Parity Preferred
Stock.

     Subject to the provisions described above, such dividends
or other distributions (payable in cash, property, or Junior
Stock) as may be determined by the Board of
Directors may be declared and paid on the shares of any Junior
Stock from time to time and Junior Stock may be purchased,
redeemed or otherwise acquired by the Corporation
or any of its subsidiaries from time to time.  In the event of
the declaration and payment
of any such dividends or other distributions, the holders of
such Junior Stock will be entitled, to the exclusion of holders
of any outstanding Parity Preferred Stock, to share
therein according to their respective interests.

     As long as any shares of PRIDES are outstanding, dividends
for any dividend period or other distributions may not be paid
on any outstanding shares of Parity Preferred Stock
(other than dividends or other distributions payable in Junior
Stock and cash in lieu of
fractional shares of such Junior Stock in connection therewith),
unless either: (a) (i) full
dividends on all outstanding shares of Parity Preferred Stock
have been paid, or declared and set aside for payment, for all
dividend periods terminating on or prior to the date of
such Parity Preferred Stock dividend or distribution payment to
the extent such dividends
are cumulative;  (ii) dividends in full, in the case of a
dividend payment, for any Parity
Preferred Stock dividend period commencing on or prior to the
date of such Parity Preferred Stock dividend payment or, in the
case of any other distribution, for the current
quarterly dividend period, have been paid, or declared and set
aside for payment, on all
outstanding shares of Parity Preferred Stock to the extent such
dividends are cumulative:
(iii) the Corporation has paid or set aside all amounts, if any,
then or theretofore required
to be paid or set aside for all purchase, retirement, and
sinking funds, if any , for any outstanding shares of Parity
Preferred Stock; and (iv) the Corporation is not in default on
any of its obligations to redeem any outstanding shares of
Parity Preferred Stock; or (b) any such dividends are declared
and paid pro rata so that the amounts of any dividends
declared and paid per share on outstanding shares of PRIDES and
each other share of such Parity Preferred Stock will in all
cases bear to each other the same ratio that accrued
and unpaid dividends (including any accumulation with respect to
unpaid dividends for prior dividend periods, if such dividends
are cumulative) per share of outstanding shares
of PRIDES and such other outstanding shares of Parity Preferred
Stock bear to each other.

     In addition, as long as any shares of PRIDES are
outstanding, the Corporation may
not purchase, redeem or otherwise acquire any Parity Preferred
Stock (except with any Junior Stock and cash in lieu of
fractional shares of such Junior Stock in connection
therewith) unless: (i) full dividends on Parity Preferred Stock
have been paid, or declared and set aside for payment, for all
dividend periods terminating on or prior to the date of
such Parity Preferred Stock purchase, redemption or other
acquisition payment to the extent such dividends are cumulative;
(ii) the Corporation has paid or set aside all
amounts, if any, then or theretofore required to be paid or set
aside for all purchase, retirement, and sinking funds, if any,
for any Parity Preferred Stock; and (iii) the
Corporation is not in default on any of its obligations to
redeem any Parity Preferred Stock.

     (c)  Any dividend payment made on the shares of PRIDES
shall first be credited against the earliest accrued but unpaid
dividend due with respect to the shares of PRIDES.

     (d)  All dividends paid with respect to the shares of
PRIDES shall be paid pro rata to the holders entitled thereto.

     (e)  Holders of the shares of PRIDES shall be entitled to
receive dividends in preference to and in priority over any
dividends upon any shares of the Corporation
ranking junior to the shares of PRIDES as to dividends, but
subject to the rights of holders
of shares of the Corporation having a preference and a priority
over the payment of dividends on the shares of PRIDES.

     Paragraph 3.  Redemptions and Conversions.  

     (a)  Mandatory  Conversion.  On July 1, 2000 (the
"Mandatory Conversion Date"),
each outstanding share of PRIDES shall convert automatically
(the "Mandatory Conversion")  into shares of Common Stock at the
Common Equivalent Rate (as
hereinafter defined) in effect on the Mandatory Conversion Date
and the right to receive an amount in cash equal to all accrued
and unpaid dividends on such share of PRIDES
(other than previously declared dividends payable to a holder of
record on a prior date) to the Mandatory Conversion Date,
whether or not declared, out of funds legally available
for the payment of dividends, subject to the right of the
Corporation to redeem the shares
of PRIDES on or after July 1, 1998 (the "Initial Redemption
Date") and prior to the Mandatory Conversion Date, as described
below, and subject to the conversion of the
shares of PRIDES at the option of the holder at any time prior
to the Mandatory Conversion Date.  The Common Equivalent Rate is
initially one share of Common Stock
for each share of PRIDES and is subject to adjustment as set
forth below.  Dividends on the shares of PRIDES shall cease to
accrue and such shares shall cease to be outstanding
on the Mandatory Conversion Date.  The Corporation shall make
such arrangements as it deems appropriate for the issuance of
certificates representing shares of Common Stock
and for the payment of cash in respect of such accrued and
unpaid dividends, if any, or
cash in lieu of fractional shares, if any, in exchange for and
contingent upon surrender of
certificates representing the shares of PRIDES, and the
Corporation may defer the payment of dividends on such shares of
Common Stock and the voting thereof until, and
make such payment and voting contingent upon, the surrender of
such certificates representing the shares of PRIDES, provided
that the Corporation shall give the holders
of the shares of PRIDES such notice of any such actions as the
Corporation deems appropriate and upon such surrender such
holders shall be entitled to receive such
dividends declared and paid on such shares of Common Stock
subsequent to the Mandatory Conversion Date.  Amounts payable in
cash in respect of the shares of PRIDES or in respect of such
shares of Common Stock shall not bear interest.

     (b)  Redemption by the Corporation.

          (i)  Right to Redeem.  Shares of PRIDES are not
redeemable by the Corporation prior to the Initial Redemption
Date.  At any time and from time to time on
or after the Initial Redemption Date and prior to the Mandatory
Conversion Date, the Corporation shall have the right to redeem,
in whole or in part, the outstanding shares of
PRIDES.  Upon any such redemption, the Corporation shall deliver
to the holders of shares of PRIDES, in accordance with the
provisions of this Section 6, in exchange for each
share so redeemed, the greater of (A) a number of shares of
Common Stock equal to the
Call Price in effect on the redemption date, divided by the
Current Market Price (as hereinafter defined) of the Common
Stock determined as of the second trading day
immediately preceding the Notice Date (as hereinafter defined)
or (B) _________ of a share of Common Stock (subject to
adjustment in the same manner as the Optional
Conversion Rate (as hereinafter defined) is adjusted).  The
public announcement of any
call for redemption shall be made prior to, or at the time of,
the mailing of the notice of
such call to holders of shares of PRIDES as described below.  If
fewer than all the outstanding shares of PRIDES are to be
redeemed, shares of PRIDES to be redeemed
shall be selected by the Corporation from outstanding shares of
PRIDES not previously
redeemed by lot or pro rata (as nearly as may be practicable) or
by any other method determined by the Board of Directors in its
sole discretion to be equitable.  As used in this
subparagraph (b), the term "Notice Date" with respect to any
notice given by the Corporation in connection with a redemption
of shares of PRIDES means the date on
which first occurs either the public announcement of such
redemption or the commencement of mailing of such notice to the
holders of shares of PRIDES.

     (ii)  Notice of Redemption.  The Corporation shall provide
notice of any redemption of the shares of PRIDES to holders of
record of PRIDES to be called for
redemption not less than 15 nor more than 60 days prior to the
date fixed for such redemption.  Such notice shall be provided
by mailing notice of such redemption first class
postage prepaid, to each holder of record of shares of PRIDES to
be redeemed, at such holder's address as it appears on the stock
register of the Corporation; provided, however,
that neither failure to give such notice nor any defect therein
shall affect the validity of the
proceeding for the redemption of any shares of PRIDES to be
redeemed except as to the holders to whom the Corporation has
failed to give said notice or whose notice was defective.

     Each such notice shall state, as appropriate, the following
and may contain such other information as the Corporation deems
advisable:

          (A)  the redemption date;

          (B)  that all outstanding shares of PRIDES are to be
redeemed or, in the case of a call for redemption of fewer than
all outstanding shares of PRIDES, the number of such shares held
by such holder to be redeemed;

          (C)  the number of shares of Common Stock deliverable
upon redemption of each share of PRIDES to be redeemed and, if
applicable, the Call Price and the Current Market Price used to
calculate such number of shares of Common Stock;

          (D)  the place or places where certificates for such
shares are to be surrendered for redemption; and

          (E)  that dividends on the shares of PRIDES to be
redeemed shall cease to accrue on such redemption date (except
as otherwise provided herein).

     (iii)  Deposit of Shares and Funds.  The Corporation's
obligation to deliver shares
of Common Stock and provide funds upon redemption in accordance
with this Paragraph 
3 shall be deemed fulfilled if, on or before a redemption date,
the Corporation shall
irrevocably deposit, with a bank or trust company, or an
affiliate of a bank or trust
company, having an office or agency in New York City and having
a capital and surplus
of at least $50,000,000, or shall set aside or make other
reasonable provision for the
issuance of such number of shares of Common Stock as are
required to be delivered by
the Corporation pursuant to this Paragraph 3 upon the occurrence
of the related
redemption (and for the payment of cash in lieu of the issuance
of fractional share
amounts and accrued and unpaid dividends payable in cash on the
shares to be redeemed
as and to the extent provided by this Paragraph 3).  Any
interest accrued on such funds
shall be paid to the Corporation from time to time.  Any shares
of Common Stock or funds
so deposited and unclaimed at the end of two years from such
redemption date shall be
repaid and released to the Corporation, after which the holder
or holders of such shares
of PRIDES so called for redemption shall look only to the
Corporation for delivery of such
shares of Common Stock or funds.

     (iv)  Surrender of Certificates; Status.  Each holder of
shares of PRIDES to be
redeemed shall surrender the certificates evidencing such shares
(properly endorsed or assigned for transfer, if the Board of
Directors shall so require and the notice shall so
state) to the Corporation at the place designated in the notice
of such redemption and shall thereupon be entitled to receive
certifIcates evidencing shares of Common Stock and
to receive any funds payable pursuant to this Paragraph 3
following such surrender and
following the date of such redemption.  In case fewer than all
the shares represented by
any such surrendered certificate are called for redemption, a
new certificate shall be issued
at the expense of the Corporation representing the unredeemed
shares.  If such notice of
redemption shall have been given, and if on the date fixed for
redemption, shares of Common Stock and funds necessary for the
redemption shall have been irrevocably either
set aside by the Corporation separate and apart from its other
funds or assets in trust for
the account of the holders of the shares to be redeemed or
converted (and so as to be and
continue to be available therefor) or deposited with a bank or a
trust company or an
affiliate thereof as provided herein or the Corporation shall
have made other reasonable
provision therefor, then, notwithstanding that the certificates
evidencing any shares of
PRIDES so called for redemption or subject to conversion shall
not have been surrendered, the shares represented thereby so
called for redemption shall be deemed no
longer outstanding, dividends with respect to the shares so
called for redemption shall
cease to accrue on the date fixed for redemption (except that
holders of shares of PRIDES
at the close of business on a record date for any payment of
dividends shall be entitled to
receive the dividend payable on such shares on the corresponding
Dividend Payment Date
notwithstanding the redemption of such shares following such
record date and prior to such
Dividend Payment Date) and all rights with respect to the shares
so called for redemption
shall forthwith after such date cease and terminate, except for
the rights of the holders to
receive the shares of Common Stock and funds, if any, payable
pursuant to this Paragraph
3 without interest upon surrender of their certificates therefor
(unless the Corporation
defaults on the delivery of such shares or the payment of such
funds). Holders of shares
of PRIDES that are redeemed shall not be entitled to receive
dividends declared and paid
on such shares of Common Stock, and such shares of Common Stock
shall not be entitled
to vote, until such shares of Common Stock are issued upon the
surrender of the
certificates representing such shares of PRIDES and upon such
surrender such holders
shall be entitled to receive such dividends declared and paid on
such shares of Common Stock subsequent to such redemption date
without interest thereon.

     (c)  Conversion at Option of Holder.  Shares of PRIDES are
convertible, in whole or in part, at the option of the holders
thereof, at any time prior to the Mandatory
Conversion Date, unless previously redeemed, into shares of
Common Stock at a rate of
_____ of a share of Common Stock for each share of PRIDES (the
"Optional Conversion Rate") (equivalent to a conversion price of
$____ per share of Common Stock), subject to
adjustment as set forth below.  The right to convert shares of
PRIDES called for redemption shall terminate immediately prior
to the close of business on the redemption date.

     Conversion of shares of PRIDES at the option of the holder
may be effected by
delivering certificates evidencing such shares, together with
written notice of conversion and
a proper assignment of such certificates to the Corporation or
in blank, to the office or
agency to be maintained by the Corporation for that purpose
(and, if applicable, cash
payment of an amount equal to the dividend payable on such
shares), and otherwise in
accordance with conversion procedures established by the
Corporation.  Each optional
conversion shall be deemed to have been effected immediately
prior to the close of
business on the date on which the foregoing requirements shall
have been satisfied.  The conversion shall be at the Optional
Conversion Rate in effect at such time and on such date.

     Holders of shares of PRIDES at the close of business on a
record date for any payment of declared dividends shall be
entitled to receive the dividend payable on such
shares on the corresponding Dividend Payment Date
notwithstanding the conversion of
such shares following such record date and prior to the
corresponding Dividend Payment
Date.  However, shares of PRIDES surrendered for conversion
after the close of business
on a record date for any payment of dividends and before the
opening of business on the
next succeeding Dividend Payment Date must be accompanied by
payment in cash of an amount equal to the dividend thereon which
is to be paid on such Dividend Payment Date
(unless such shares have been called for redemption on a
redemption date between such
record date and such Dividend Payment Date).  A holder of shares
of PRIDES called for
redemption on July 1, 1998 or any other Dividend Payment Date
thereafter will receive the
dividend on such shares payable on that date and will be able to
convert such shares after
the record date for such dividend without paying an amount equal
to such dividend to the
Corporation upon conversion.  Except as provided above, upon any
optional conversion of shares of PRIDES, the Corporation shall
make no payment or allowance for unpaid
dividends, whether or not in arrears, on converted shares of
PRIDES or for previously
declared dividends or distributions on the shares of Common
Stock issued upon such conversion.

     (d)  Common Equivalent Rate and Optional Conversion Rate
Adjustments.  The Common Equivalent Rate and the Optional
Conversion Rate shall be each subject to
adjustment from time to time as provided below in this
subparagraph (d).

          (i) If the Corporation shall, after June __, 1995:

                    (A)  pay a stock dividend or make a
distribution with respect to its Common Stock in shares of such
     Common Stock,

                    (B)  subdivide or split its outstanding
Common Stock into a greater number of shares,

                    (C)  combine its outstanding shares of
Common Stock into a smaller number of shares, or

                    (D)  issue by reclassification of its shares
of Common Stock any shares of common stock of the Corporation,
then, in any such event, the Common Equivalent Rate and the
Optional  Conversion Rate  in effect immediately prior to such
event shall each be adjusted so that the holder of any shares
of PRIDES shall thereafter be entitled to receive, upon
Mandatory Conversion or upon conversion at the option of the
holder, the number of shares of Common Stock of the
                    Corporation which such holder would have
owned or been entitled to receive immediately following any
event described above had such shares of PRIDES been converted
immediately prior to such event or any record date with
respect thereto.  Such adjustment shall become effective at the
opening of business on the business day next following the
record date for determination of stockholders entitled to
receive such dividend or distribution, in the case of a dividend
or distribution, and shall become effective immediately after
the effective date, in the case of a subdivision split,
 combination or reclassification.  Such adjustment shall be
 made successively.

          (ii)      If the Corporation shall, after June __,
1995, issue rights (other than Rights issued pursuant to the
Rights Plan (as defined below)) or warrants to all holders of
its Common Stock entitling them (for a period not exceeding 45
days from the date of such issuance) to subscribe for or
purchase shares of Common Stock at a price per share less than
the Current Market Price of the Common Stock, then, in any such
event unless such rights or warrants are issued to holder of
shares of PRIDES on a pro rata basis with the shares of Common
Stock based on the Common Equivalent Rate on the date
immediately preceding such issuance, the Common Equivalent
Rate and Optional Conversion Rate shall each be adjusted by
multiplying the Common Equivalent Rate and the Optional
Conversion Rate, in effect immediately prior to the date of
issuance of such rights or warrants, by a fraction, of which the
numerator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or warrants,
immediately prior to such issuance, plus the number of
additional shares of Common Stock offered for subscription or
purchase pursuant to such rights or warrants, and of which the
denominator shall be the number of shares of Common Stock
 outstanding on the date of issuance of such rights or warrants,
immediately prior to such issuance, plus the number of
additional shares of Common Stock which the aggregate
offering price of the total number of shares of Common Stock
so offered for subscription or purchase pursuant to such rights
or warrants would purchase at such Current Market Price
(determined by multiplying such total number of shares by the
exercise price of such rights or warrants and dividing the
 product so obtained by such Current Market Price).  Such
 adjustment shall become effective at the opening of business
 on the business day next following the record date for the
determination of stockholders entitled to receive such rights or
warrants.  To the extent that shares of Common Stock are not
delivered after the expiration of such rights or warrants, the
 Common Equivalent Rate and the Optional Conversion Rate
shall each be readjusted to the Common Equivalent Rate and
the Optional Conversion Rate which would then be in effect
 had the adjustments been made upon the issuance of such
 rights or warrants upon the basis of delivery of only the
 number of shares of Common Stock actually delivered.  Such
 adjustment shall be made successively.

          (iii)     If the Corporation shall, after June __,
1995, pay a dividend or make a distribution to all holders of
its Common Stock of evidences of its indebtedness, cash or other
assets  (including capital stock of the Corporation but
excluding any cash dividends or distributions, other than
Extraordinary Cash Distributions (as hereinafter defined), and
dividends referred to in subparagraph (i) above) or shall issue
to all holders of its Common Stock rights or warrants to
subscribe for or purchase any of its securities (other than
Rights issued pursuant to the Rights Plan and those referred to
in subparagraph (ii) above), then unless such dividend is paid
or distribution is made to each holder of shares of PRIDES on a
pro rata basis with the shares of Common Stock based on the
Common Equivalent Rate on the date immediately preceding such
payment or distribution, in any such event, the Common
Equivalent Rate and the Optional Conversion Rate shall each be
adjusted by multiplying the Common Equivalent Rate and the
Optional Conversion Rate in effect on the record date mentioned
below, by a fraction of which the numerator shall be the
Current Market Price per share of the Common Stock on the
record date for the determination of stockholders entitled to
receive such dividend or distribution, and of which the
denominator shall be such Current Market Price per share of
Common Stock less the fair market value (as determined by
the Board of Directors, whose determination shall be
conclusive, and described in a resolution adopted with respect
thereto) as of such record date of the portion of the assets or
evidences of indebtedness so distributed or of such
subscription rights or warrants applicable to one share of
Common Stock.   Such adjustment shall become effective on
the opening of business on the business day next following the
record date for the determination of stockholders entitled to
receive such dividend or distribution.  Such adjustment shall be
made successively.  As used in this subparagraph (d), the term
"Extraordinary Cash Distributions" means, with respect to any
cash dividend or distribution paid on any date, the amount, if
any, by which all cash dividends and cash distributions on the
Common Stock paid during the consecutive 12-month period
ending on and including such date (other than cash dividends
and cash distributions for which an adjustment to the Common
Equivalent Rate and the Optional Conversion Rate was
previously made) exceeds, on a per share of Common Stock
basis, 10% of the average of the daily Closing Prices of the
Common Stock over such consecutive 12-month period.

          (iv)      Any shares of Common Stock issuable in
payment of a dividend shall be deemed to have been issued
immediately prior to the close of business on the record date
for such dividend for purposes of calculating the number of
outstanding shares of Common Stock under subparagraph (ii)
above.

          (v)       The Corporation shall also be entitled to
make upward adjustments in the Common Equivalent Rate, the
Optional Conversion Rate and the Call Price, as it in its sole
discretion shall determine to be advisable, in order that any
stock dividends, subdivisions of shares, distribution of rights
to purchase stock or securities, or distribution of securities
convertible into or exchangeable for stock (or any transaction
which could be treated as any of the foregoing transactions
pursuant to Section 305 of the Internal Revenue Code of 1986,
as amended) made by the Corporation to its stockholders after
June __, 1995 shall not be taxable.

          (vi)      In any case in which subparagraph 3(d) shall
require that an adjustment as a result of any event become
effective at the opening of business on the business day next
following a record date and the date fixed for conversion
pursuant to subparagraph 3(a) or redemption pursuant to
subparagraph 3(b) occurs after such record date, but before the
occurrence of such event, the Corporation may, in its sole
discretion, elect to defer the following until after the
occurrence of such event:
                    (A) issuing to the holder of any converted
or redeemed shares of PRIDES the additional shares of Common
Stock issuable upon such conversion or redemption over the
shares of Common Stock issuable before giving effect to such
 adjustments and (B) paying to such holder any amount in cash
                    in lieu of a fractional share of Common
Stock pursuant to subparagraph 3(g).

          (vii)     All adjustments to the Common Equivalent
Rate and the Optional Conversion Rate shall be calculated to the
nearest 1/100th of a share of Common Stock.  No adjustment in
the Common Equivalent Rate or the Optional Conversion Rate
shall be required unless such adjustment would require an
increase or decrease of at least one percent therein; provided,
however, that any adjustment which by reason of this
subparagraph (vii) is not required to be made shall be carried
forward and taken into account in any subsequent adjustment.

     (e)  Adjustment for Consolidation or Merger.  In case of
any consolidation or
merger to which the Corporation is a party (other than a merger
or consolidation in which
the Corporation is the surviving or continuing corporation and
in which the Common Stock
outstanding immediately prior to the merger or consolidation
remains unchanged), or in
case of any sale or transfer to another corporation of the
property of the Corporation as
an entirety or substantially as an entirety, or in case of any
statutory exchange of securities
with another corporation (other than in connection with a merger
or acquisition), proper
provision shall be made so that each share of PRIDES shall,
after consummation of such
transaction, be subject to (i) conversion at the option of the
holder into the kind and
amount of securities, cash or other property receivable upon
consummation of such
transaction by a holder of the number of shares of Common Stock
into which such share
of PRIDES might have been converted immediately prior to
consummation of such
transaction, (ii) conversion on the Mandatory Conversion Date
into the kind and amount
of securities, cash or other property receivable upon
consummation of such transaction by
a holder of the number of shares of Common Stock into which such
share of PRIDES
would have converted if the conversion on the Mandatory
Conversion Date had occurred
immediately prior to the date of consummation of such
transaction, plus the right to
receive cash in an amount equal to all accrued and unpaid
dividends on such shares of
PRIDES (other than previously declared dividends payable to a
holder of record as of a
prior date), (iii) redemption on any redemption date in exchange
for the kind and amount
of securities, cash or other property receivable upon
consummation of such transaction by
a holder of the number of shares of Common Stock that would have
been issuable at the
Call Price in effect on such redemption date upon a redemption
of such share immediately
prior to consummation of such transaction, assuming that, if the
Notice Date for such
redemption is not prior to such transaction, the Notice Date had
been the date of such
transaction and assuming in each case that such holder of Common
Stock failed to exercise
rights of election, if any, as to the kind or amount of
securities, cash or other property
receivable upon consummation of such transaction (provided that
if the kind or amount
of securities, cash or other property receivable upon
consummation of such transaction is
not the same for each non-electing share, then the kind and
amount of securities, cash or
other property receivable upon consummation of such transaction
for each non-electing
share shall be deemed to be the kind and amount so receivable
per share by a plurality of
the non-electing shares).  The kind and amount of securities
into or for which the shares
of PRIDES shall be convertible or redeemable after consummation
of such transaction
shall be subject to adjustment as described in the immediately
preceding paragraph
following the date of consummation of such transaction.  The
Corporation may not become
a party to any such transaction unless the terms thereof are
consistent with the foregoing
or consistent with clause (iii) of Paragraph 7(c).

     For purposes of the immediately preceding paragraph and
subparagraph 3(g)(iii),
any sale or transfer to another corporation of property of the
Corporation which did not
account for at least 50% of the consolidated net income of the
Corporation for its most
recent fiscal year ending prior to the consummation of such
transaction shall not in any
event be deemed to be a sale or transfer of the property of the
Corporation as an entirety
or substantially as an entirety.

     (f)  Notice of Adjustments.  Whenever the Common Equivalent
Rate and Optional
Conversion Rate are adjusted as herein provided, the Corporation
shall:

          (i)       forthwith compute the adjusted Common
Equivalent Rate and Optional Conversion Rate in accordance
herewith and prepare a certificate signed by an officer of the
Corporation setting forth the adjusted Common Equivalent Rate
and the Optional Conversion Rate, the method of calculation
thereof in reasonable detail and the facts requiring such
adjustment and upon which such adjustment is based, which
certificate shall be conclusive, final and binding evidence of
the correctness of the adjustment, and file such certificate
forthwith with the transfer agent for the shares of PRIDES and
the Common Stock; and

          (ii)      make a prompt public announcement and mail a
notice to the holders of the outstanding shares of PRIDES
stating that the Common Equivalent Rate and the Optional
Conversion Rate have been adjusted, the facts requiring such
adjustment and upon which such adjustment is based and setting
forth the adjusted Common Equivalent Rate and Optional
Conversion Rate, such notice to be mailed at or prior to the
time the Corporation mails an interim statement to its
stockholders covering the fiscal quarter during which the facts
requiring such adjustment occurred, but in any event within 45
days of the end of such fiscal quarter.
  
     (g)  Notices.  In case, at any time while any of the shares
of PRIDES are outstanding,

          (i) the Corporation shall declare a dividend (or any
other distribution) on its Common Stock, excluding any cash
       dividends; or

          (ii)      the Corporation shall authorize the issuance
to all holders of its Common Stock of rights or warrants to
subscribe for or purchase shares of its Common Stock or of any
other subscription rights or warrants; or

          (iii)     the Corporation shall authorize any
reclassification of its Common Stock (other than a subdivision
or combination thereof)  or of any consolidation or merger to
which the Corporation is a party and for which approval of any
 stockholders of the Corporation is required (except for a
 merger of the Corporation into one of its subsidiaries solely
 for the purpose of changing the corporate domicile of the
 Corporation to another state of the United States and in
connection with which there is no substantive change in the
rights or privileges of any securities of the Corporation other
than changes resulting from differences in the corporate
statutes of the then existing and the new state of domicile), or
of the sale or transfer to another corporation of the property
of the Corporation as an entirety or substantially as an
entirety; or

          (iv)      the Corporation shall authorize the
voluntary or involuntary dissolution, liquidation or winding up
of the Corporation;
then the Corporation shall cause to be filed at each office or
agency maintained for the
purpose of conversion of the shares of PRIDES, and shall cause
to be mailed to the
holders of shares of PRIDES at their last addresses as they
shall appear on the stock
register, at least 10 days before the date hereinafter specified
(or the earlier of the dates
hereinafter specified, in the event that more than one date is
specified), a notice stating
(A) the date on which a record is to be taken for the purpose of
such dividend,
distribution, rights or warrants, or, if a record is not to be
taken, the date as of which the
holders of Common Stock of record to be entitled to such
dividend, distribution, rights or
warrants are to be determined, or (B) the date on which any such
reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation
or winding up is expected to
become effective, and the date as of which it is expected that
holders of Common Stock
of record shall be entitled to exchange their Common Stock for 
securities  or other
property (including cash), if any, deliverable upon such
reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up. 
The failure to give or receive
the notice required by this subparagraph (g) or any defect
therein shall not affect the
legality or validity of any such dividend, distribution, right
or warrant or other action.

     (h)  Effect of Conversions and Redemptions.  The person or
persons in whose name
or names any certificate or certificates for shares of Common
Stock shall be issuable upon
any conversion or redemption shall be deemed to have become on
the date of any such
conversion or redemption the holder or holders of record of the
shares represented
thereby; provided, however, that any such surrender on any date
when the stock transfer
books of the Corporation shall be closed shall constitute the
person or persons in whose
name or names the certificate or certificates for such shares
are to be issued as the record
holder or holders thereof for all purposes at the opening of
business on the next succeeding
day on which such stock transfer books are open.

     (i)  No Fractional Shares.   No fractional shares or script
representing fractional
shares of Common Stock shall be issued upon the redemption or
conversion of any shares
of PRIDES.  In lieu of any fractional share otherwise issuable
in respect of the aggregate
number of shares of PRIDES of any holder which are redeemed or
converted on any
redemption date or upon Mandatory Conversion or any optional
conversion, such holder
shall be entitled to receive an amount in cash (computed to the
nearest cent) equal to the
same fraction of the (i) Current Market Price as of the second
trading day immediately
preceding the Notice Date, in the case of redemption, or (ii)
Closing Price of the Common
Stock determined (A) as of the fifth Trading Date immediately
preceding the Mandatory
Conversion Date, in the case of Mandatory Conversion, or (B) as
of the second Trading
Date immediately preceding the effective date of conversion, in
the case of an optional
conversion by a holder.  If more than one share shall be
surrendered for conversion or
redemption at one time by or for the same holder, the number of
full shares of Common
Stock issuable upon conversion thereof shall be computed on the
basis of the aggregate
number of shares of PRIDES so surrendered or redeemed.

     (j)  Reissuance.  Shares of PRIDES that have been issued
and reacquired in any
manner, including shares purchased, exchanged, redeemed or
converted, shall not be
reissued as part of PRIDES and shall (upon compliance with any
applicable provisions of
the laws of the State of Louisiana) have the status of
authorized and unissued shares of the
Preferred Stock undesignated as to series and may be
redesignated and reissued as part of any series of Preferred
Stock.

     (k)  Definitions.  As used in this Section 6:

          (i)       the term "business day" shall mean any day
other than a Saturday, Sunday, or a day on which banking
institutions in the State of Louisiana are authorized or
obligated by law or executive order to close or are closed
because of a banking moratorium or otherwise;

          (ii)      the term "Call Price" of each share of
PRIDES shall be the sum of (x)      $             on and after
July 1, 1998, to and including September 30, 1998, $         on
and after October 1, 1998, to and including December 31, 1998, 
$         on and after January 1, 1999, to and including March
31, 1999, $   on and after April 1, 1999, to and including June
30, 1999, $     on and after July 1, 1999, to and including
September 30, 1999, $         on and after October 1, 1999, to
and including December 31, 1999, $         on and after January
1, 2000, to and including March 31, 2000, $        on and after
April 1, 2000, to and including May 31, 2000, and $      on and
after June 1, 2000, through July 1, 2000 and (y) all accrued and
 unpaid dividends thereon to but not including the redemption
 date (other than previously declared dividends payable to a
 holder of record as of a prior date);

          (iii)     the term "Closing Price" on any day shall
mean the last reported sales price on such day or, in case no
such sale takes place on such day, the average of the reported
closing high and low quotations, in each case on the Nasdaq
National Market, or, if the Common Stock is not listed on the
Nasdaq National Market, on the principal national securities
exchange on which the Common Stock is listed or admitted to
trading, or, if not listed or admitted to trading on any
national securities exchange, the average of the high bid and
low-asked quotations of the Common Stock in the over-the-counter 
market on the day in question as reported by the National
Quotation Bureau Incorporated, or a similarly generally
accepted reporting service, or, if no such quotations are
available, the fair market value of the Common Stock as
determined by any New York Stock Exchange member firm
selected from time to time by the Board of Directors for such
purpose;

          (iv)      the term "Current Market Price" price per
share of Common Stock at any date shall be deemed to be the
lesser of (x) the average of the daily Closing Prices for the
fifteen consecutive Trading Dates ending on and including the
date in question or (y) the Closing Price of the Common Stock
for such date of determination; provided, however, if any event
that results in an adjustment of the Common Equivalent Rate
occurs during such fifteen-day period, the Current Market Price
as determined pursuant to the foregoing shall be appropriately
adjusted to reflect the occurrence of such event; and

          (v)       the term "Trading Date" shall mean a date on
which the Nasdaq National Market (or any successor thereto) is
open for the transaction of business.

     (l)  Payment of Taxes.  The Corporation shall pay any and
all documentary, stamp
or similar issue or transfer taxes payable in respect of the
issue or delivery of shares of
Common Stock on the redemption or conversion of shares of PRIDES
pursuant to this
Paragraph 3; provided, however, that the Corporation shall not
be required to pay any tax
which may be payable in respect of any registration of transfer
involved in the issue or
delivery of shares of Common Stock in a name other than that of
the registered holder of
shares of PRIDES redeemed or converted or to be redeemed or
converted, and no such
issue or delivery shall be made unless and until the person
requesting such issue has paid
to the Corporation the amount of any such tax or has
established, to the satisfaction of the
Corporation, that such tax has been paid.

     (m)  Reservation of Common Stock.  The Corporation shall at
all times reserve and
keep available, free from preemptive rights, out of the
aggregate of its authorized but
unissued Common Stock and/or its issued Common Stock held in its
treasury, for the
purpose of effecting any Mandatory Conversion of the shares of
PRIDES or any conversion
of the shares of PRIDES at the option of the holder, the full
number of shares of Common
Stock then deliverable upon any such conversion of all
outstanding shares of PRIDES.

     (n)  Rights.  Holders of the PRIDES whose shares of PRIDES
are converted into
shares of Common Stock may be entitled to receive Rights (as
defined in that certain
Rights Agreement dated as of July 27, 1994 between the
Corporation and Chemical Bank,
as Rights Agent, a copy of which along with the statement of the
Corporation pursuant to
Section 51C of the Louisiana Business Corporation Law, was filed
in the offices of the
Secretary of State of the State of Louisiana on August 1, 1994
(the "Rights Plan")) in
accordance with the terms and conditions of the Rights Plan. 
Holders of PRIDES who do
not convert their shares of PRIDES into Common Stock prior to a
Distribution Date (as
defined in the Rights Plan) will not receive any Rights and
therefore will not be entitled to participate in the Rights
Plan.  

     Paragraph 4.  Liquidation Rights.  

     (a)  In the event of the liquidation, dissolution, or
winding up of the business of the
Corporation, whether voluntary or involuntary, the holders of
shares of PRIDES then
outstanding, after payment or provision for payment of the debts
and other liabilities of the
Corporation and the payment or provision for payment of any
distribution on any shares
of the Corporation having a preference and a priority over the
shares of PRIDES on
liquidation, and before any distribution to the holders of
Junior Stock, shall be entitled to
be paid out of the assets of the Corporation available for
distribution to its stockholders
an amount per share of PRIDES in cash equal to the sum of (i)
$__________ plus (ii) all
accrued and unpaid dividends thereon.  In the event the assets
of the Corporation available
for distribution to the holders of the shares of PRIDES upon any
dissolution, liquidation
or winding up of the Corporation shall be insufficient to pay in
full the liquidation
payments payable to the holders of outstanding shares of PRIDES
and of all other series
of Parity Preferred Stock, the holders of shares of PRIDES and
of all other series of Parity
Preferred Stock shall share ratably in such distribution of
assets in proportion to the
amount which would be payable on such distribution if the
amounts to which the holders
of outstanding shares of PRIDES and the holders of outstanding
shares of such Parity
Preferred Stock were paid in full.  Except as provided in this
Paragraph 4, holders of
PRIDES shall not be entitled to any distribution in the event of
liquidation, dissolution or
winding up of the affairs of the Corporation.

     (b)  For the purposes of this Paragraph 4, none of the
following shall be deemed
to be a voluntary or involuntary liquidation, dissolution or
winding up of the Corporation:

               (i)  the sale, lease, transfer or exchange of all
or substantially all of the assets of the Corporation; or

               (ii) the consolidation or merger of the
Corporation with one or more other corporations (whether or not
the Corporation is the corporation surviving such consolidation
or merger).

     Paragraph 5.  Definition.  As used in this Section 6, the
term "Common Stock" shall
mean any stock of any class of the Corporation which has no
preference in respect of
dividends or of amounts payable in the event of any voluntary or
involuntary liquidation,
dissolution or winding up of the Corporation and which is not
subject to redemption by the
Corporation.  However, shares of Common Stock issuable upon
conversion of shares of
PRIDES shall include only shares of the class designated as
Common Stock as of June __,
1995, or shares of the Corporation of any class or classes
resulting from any reclassification
or reclassification thereof and which have no preference in
respect of dividends or of
amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or
winding up of the Corporation and which are not subject to
redemption by the
Corporation; provided, however, that, if at any time there shall
be more than one such
resulting class, the shares of each such class then so issuable
shall be substantially in the
proportion which the total number of shares of such class
resulting from such
reclassification bears to the total number of shares of all
classes resulting from all such
reclassification.

     Paragraph 6.  No Preemptive Rights.  The holders of shares
of PRIDES shall have
no preemptive rights, including preemptive rights with respect
to any shares of capital stock
or other securities of the Corporation convertible into or
carrying rights or options to purchase any such shares.

     Paragraph 7.  Voting Rights.

     (a)  The holders of shares of PRIDES shall have the right
with the holders of
Common Stock to vote in the election of directors and upon each
other matter coming
before any meeting of the stockholders on the basis of 4/5 of a
vote for each share held. 
The holders of shares of PRIDES and the holders of Common Stock
shall vote together
as one class except as otherwise set forth herein or as
otherwise provided by law or by the
Articles of Incorporation of the Corporation.

     (b)  If at any time dividends payable on the shares of
PRIDES or any other series
of Preferred Stock are in arrears and unpaid in an aggregate
amount equal to or exceeding
the aggregate amount of dividends payable thereon for six
quarterly dividend periods, or
if any other series of Preferred Stock shall be entitled for any
other reason to exercise
voting rights, separate from the Common Stock, to elect any
Directors of the Corporation
("Preferred Stock Directors"), the holders of the shares of
PRIDES, voting separately as
a class with the holders of all other series of Preferred Stock
upon which like voting rights
have been conferred and are exercisable, with each share of
PRIDES entitled to vote on
this and other matters upon which Preferred Stock votes us a
group, shall have the right
to vote for the election of two Preferred Stock Directors of the
Corporation, such Directors
to be in addition to the number of Directors constituting the
Board of Directors
immediately prior to the accrual of such right.  Such right of
the holders of shares of
PRIDES to elect two Preferred Stock Directors shall, when
vested, continue until all
dividends in arrears on the shares of PRIDES and such other
series of Preferred Stock
shall have been paid in full and the right of any other series
of Preferred Stock to exercise
voting rights, separate from the Common Stock, to elect
Preferred Stock Directors shall
terminate or have terminated and, when so paid, and any such
termination occurs or has
occurred, such right of the holders of shares of PRIDES to elect
two Preferred Stock
Directors separately as a class shall cease, subject always to
the same provisions for the
vesting of such right of the holders of the shares of PRIDES to
elect two Preferred Stock
Directors in the case of future dividend defaults.

     The term of office of each Director elected pursuant to the
preceding paragraph
shall terminate on the earlier of (i) the next annual meeting of
stockholders at which a
successor shall have been elected and qualified or (ii) the
termination of the right of the
holders of shares of PRIDES and such other series of Preferred
Stock to vote for Directors
pursuant to the preceding paragraph.  Vacancies on the Board of
Directors resulting from
the death, resignation or other cause of any such Director shall
be filled exclusively by no
less than two-thirds of the remaining Directors and the Director
so elected shall hold office
until a successor is elected and qualified.

     (c)  For as long as any shares of PRIDES remain
outstanding, the affirmative
consent of the holders of at least two-thirds thereof actually
voting (voting separately as a
class) given in person or by proxy, at any annual meeting or
special meeting of the
shareholders called for such purpose, shall be necessary to (i)
amend, alter or repeal any
of the provisions of the Articles of Incorporation of the
Corporation which would adversely
affect the powers, preferences or rights of the holders of the
shares of PRIDES then
outstanding or reduce the minimum time required for any notice
to which holders of shares
of PRIDES then outstanding may be entitled; provided, however,
that any such
amendment, alteration or repeal that would authorize, create or
increase the authorized
amount of any additional shares of Junior Stock or any other
shares of stock (whether or
not already authorized) ranking on a parity with the shares of
PRIDES shall be deemed
not to adversely affect such powers, preferences or rights and
shall not be subject to
approval by the holders of shares of PRIDES; and provided
further that clause (i) shall not
be applicable to the amendment, alteration or repeal of any
provisions of the Articles of
Incorporation of the Corporation approved at a meeting of the
shareholders the record
date of which is prior to the issuance of any shares of PRIDES;
(ii) authorize or create,
or increase the authorized amount of, any capital stock, or any
security convertible into
capital stock, of any class ranking senior to PRIDES as to
payment of dividends or the
distribution of assets upon liquidation, dissolution or winding
up of the Corporation; or (iii)
merge or consolidate with or into any other corporation, unless
each holder of the shares
of PRIDES immediately preceding such merger or consolidation
shall have the right either
to (A) receive or continue to hold in the resulting corporation
the same number of shares,
with substantially the same rights and preferences, as
correspond to the shares of PRIDES
so held or (B) convert into shares of Common Stock at the Common
Equivalent Rate in
effect on the date immediately preceding the announcement of any
such merger or
consolidation.

     There is no limitation on the issuance by the Corporation
of Parity Preferred Stock
or of any class ranking junior to the shares of PRIDES.

     Notwithstanding the provisions summarized in the preceding
two paragraphs,
however, no such approval described therein of the holders of
the shares of PRIDES shall
be required to authorize an increase in the number of authorized
shares of Preferred Stock
or if, at or prior to the time when such amendment, alteration,
or repeal is to take effect
or when the authorization, creation or increase of any such
senior stock or security is to
be made, or when such consolidation or merger, liquidation,
dissolution or winding up is
to take effect, as the case may be, provision is made for the
redemption of all shares of
PRIDES at the time outstanding."

     Executed this _______ day of _____________, 1995, by the
undersigned officers of
the Corporation in the presence of the undersigned competent
witnesses.

WITNESSES:                         UNITED COMPANIES
                                   FINANCIAL CORPORATION

______________________________    
By:__________________________________
                                     
Name:_____________________________
                                     
Title:____________________________
______________________________

                                  
By:__________________________________
                                      Name:__________________,   
                                      Secretary

      STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE

     I, _______________________, a Notary Public duly qualified
and commissioned in
and for the Parish and State aforesaid, do hereby certify that
on this ____ day of ________,
1995, personally appeared before me _______________________ and
____________________, who, being by me first duly sworn,
declared and acknowledged that
they are the ___________________ and Secretary, respectively, of
United Companies
Financial Corporation, that they signed the foregoing document
as ___________________
and Secretary, respectively, of that Corporation and the
statements contained therein are
true.

                                                                 
                    
                                   Notary Public  



                                                  EXHIBIT 8.1

                                    STROOCK & STROOCK & LAVAN
                                        7 HANOVER SQUARE
                                       NEW YORK, NY 10004


May 25, 1995


United Companies Financial Corporation
4041 Essen Lane
Baton Rouge, Louisiana  70809

RE:  UNITED COMPANIES FINANCIAL CORPORATION
     REGISTRATION STATEMENT ON FORM S-3 
      (REGISTRATION NO. 33-55227)           

Gentlemen:

We have acted as special counsel for United Companies Financial
Corporation, a Louisiana corporation (the "Company"), in
connection
with the issuance by the Company of    % PRIDES, Convertible
Preferred Stock, par value $2.00 per share (the "PRIDES").  A
Registration Statement on Form S-3 (Registration No. 33-55227)
(the "Registration Statement") has been filed and is effective
with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities
Act").

We have examined the prospectus dated May 25, 1995 and the
preliminary prospectus supplement dated May 25, 1995 relating to
the PRIDES (collectively, the "Prospectus") and such other
documents, instruments and representations as we have considered
necessary for the purposes of this opinion. 

On the basis of and subject to the foregoing (including the
accuracy of all facts set forth in the Prospectus and such other
documents, instruments and representations as we have examined),
and the offering of shares of PRIDES being consummated in the
manner described in the Prospectus, the discussion under the
heading "Certain Federal Income Tax Considerations," while not
purporting to address all possible federal income tax
consequences to persons who purchase shares of PRIDES, expresses
our opinion as to the material federal income tax considerations
believed to be applicable to such persons.  The discussion,
however, does not address the federal income tax consequences
applicable to particular categories of investors which may be
subject to special rules.

We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement, to the reference to us in the
Prospectus and to the filing of this opinion as an exhibit to
any application made by or on behalf of the Company or any
dealer in connection with the registration of the PRIDES under
the securities or blue sky laws of any state or jurisdiction. 
In giving such permission, we do not admit hereby that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder. 

Very truly yours,

/s/ Stroock & Stroock & Lavan

STROOCK & STROOCK & LAVAN



                                         EXHIBIT 12.1




UNITED COMPANIES FINANCIAL CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(dollars in thousands)
                                          Three Months
                                          Ended March 31,                  YEAR ENDED DECEMBER 31,  
                                           1995              1994              1993         1992          1991          1990
                                                                                                        
Income from continuing operations
   before income taxes                     $19,549             $84,074           $43,061      $20,615        $7,816        $6,837 
Add

   Portion of rents representative of
      the interest factor                      540          1,783              1,085         745             735              775 
 
   Interest on indebtedness                  5,894         14,563             10,158      12,082          17,679           19,938 

   Proportionate share of interest on
      indebtedness of 50%-owned investee        93            375                380         383             430               99

   Less :  intercompany interest               (93)          (375)              (380)       (383)           (430)             (99)

           Income as adjusted              $25,983       $100,420            $54,304     $33,442         $26,230          $27,550 

Fixed charges

   Portion of rents representative of
      the interest factor                     $540         $1,783             $1,085        $745            $735             $775 

   Interest on indebtedness                  5,894         14,563             10,158       12,082         17,679           19,938 

   Interest capitalized                         51             40                                                                 

   Proportionate share of interest on
      indebtedness of 50%-owned investee        93            375                380          383            430               99

   Less :  intercompany interest               (93)          (375)              (380)        (383)          (430)             (99)

           Fixed charges                    $6,485        $16,386            $11,243      $12,827        $18,414          $20,713

Ratio of earnings to fixed charges             4.0            6.1                4.8          2.6            1.4              1.3




                                         EXHIBIT 12.2




UNITED COMPANIES FINANCIAL CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
(dollars in thousands)
                                      Three Months
                                      Ended March 31,           YEAR ENDED DECEMBER 31,  
                                      1995                1994              1993         1992          1991             1990
                                                                                                        
Income from continuing operations 
   before income taxes                     $19,549         $84,074           $43,061      $20,615      $7,816           $6,837

Add                                                               

   Portion of rents representative of 
      the interest factor                      540          1,783             1,085          745             735              775 

   Interest on indebtedness                  5,894         14,563            10,158       12,082          17,679           19,938 

   Proportionate share of interest on
      indebtedness of 50%-owned investee        93            375               380          383             430               99

   Less :  intercompany interest               (93)          (375)             (380)        (383)           (430)             (99)

           Income as adjusted              $25,983       $100,420           $54,304      $33,442         $26,230          $27,550

Fixed charges                                                                                                                     

   Preferred stock dividends                                                                $333                                  

   Ratio of income from continuing
      operations before income taxes to income
      from continuing operations                                                152%

   Preferred stock dividends on a pretax basis                                                               506 

   Portion of rents representative of 
      the interest factor                     $540          1,783            $1,085         $745            $735             $775

   Interest on indebtedness                  5,894         14,563            10,158       12,082          17,679           19,938

   Interest capitalized                         51             40                 0            0               0                0

   Proportionate share of interest on
      indebtedness of 50%-owned investee        93            375               380          383             430               99

   Less :  intercompany interest               (93)          (375)             (380)        (383)           (430)             (99)

           Fixed charges                    $6,485        $16,386           $11,749      $12,827         $18,414          $20,713 

Ratio of earnings to fixed charges             4.0            6.1               4.6          2.6             1.4              1.3