AUGUST 22, 1996
                                                 COMMISSION FILE NUMBER: 0-15196


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                           US FACILITIES CORPORATION
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          Delaware                                       33-0097221
  -----------------------                               ------------
 (State of Incorporation                                (IRS Employer
     or Organization)                                 Identification No.)


 650 Town Center Drive, Suite 1600, Costa Mesa, CA           92626
 --------------------------------------------------        ---------
     (Address of principal executive offices)              (Zip Code)


       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

     Title of each class                 Name of each exchange on which
     to be so registered                 each class is to be registered
     -------------------                 ------------------------------

     Common Stock Purchase Rights        New York Stock Exchange
     with respect to Common Stock,
     par value $.01 per share


       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None
                                 --------------
                                (Title of Class)

 
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     Common Stock Purchase Rights
     ----------------------------

     On May 24, 1990, the Registrant's Board of Directors authorized and
     declared a dividend of one common stock purchase right (a "Right") for each
     outstanding share of Common Stock. The dividend was paid on June 15, 1990
     to the holders of record of Common Stock as of the close of business on
     such date. The Board of Directors further authorized and directed the
     issuance of one Right for each share of Common Stock issued by the
     Registrant subsequent to June 15, 1990, but prior to the date of
     distribution of the Rights (including the issuance of Common Stock pursuant
     to the exercise of stock options, warrants or conversion rights). Until
     actually distributed, the Rights are not exercisable. Until such time, they
     are attached to and trade only together with the Common Stock, and the
     stock certificates representing Common Stock also represent the Rights
     attached to such Common Stock.

     The Rights Agreement, which has been amended three times, currently
     provides that in the event any person becomes the beneficial owner of 10%
     or more of the outstanding shares of Common Stock, each Right (other than a
     Right held by the 10% stockholder) will be exercisable, on and after the
     close of business on the tenth business day following such event, and will
     entitle the holder thereof to purchase shares of the Registrant's Common
     Stock which have a market value equal to two times the then current
     exercise price, which is presently $70 per share. The Rights Agreement
     further provides that if, on or after the occurrence of such event, the
     Registrant is consolidated with, or merged into, another corporation or
     more than 50% of the assets or earning power of the Registrant and its
     subsidiaries are sold or transferred, each Right (other than a Right held
     by the 10% stockholder) will be exercisable to purchase common shares of
     the surviving corporation which have a market value equal to two times the
     then current exercise price.

     The Rights expire on May 24, 2000, and are subject to redemption by a vote
     of a majority, but not less than three, of the Registrant's independent
     directors at $.001 per Right at any time prior to the first date upon which
     they become exercisable to purchase Common Stock.

                                      -2-

 
     The above summary description of the Registrant's Common Stock Purchase
     Rights is qualified in its entirety by reference to the following filings
     with the Commission, each of which is hereby incorporated in this Form 8-A
     by this reference:

     1.  Rights Agreement filed as Exhibit 2 to the Registrant's Current Report
         on Form 8-K dated May 24, 1990.

     2.  First Amendment to Rights Agreement filed as Exhibit 1 to the
         Registrant's Current Report on Form 8-K dated January 16, 1992.

     3.  Second Amendment to Rights Agreement filed as Exhibit 10.1 to the
         Registrant's Current Report on Form 8-K dated April 29, 1994.

     4.  Third Amendment to Rights Agreement filed as Exhibit 4 to the
         Registrant's Current Report on Form 8-K dated September 28, 1995.


ITEM 2.  EXHIBITS.

     All exhibits required by Instruction II to Item 2 of Form 8-A have been
     supplied to the New York Stock Exchange.

                                      -3-

 
                                   SIGNATURES


    Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement on Form 8-A to
be signed on its behalf by the undersigned, thereunto duly authorized.


                                     US FACILITIES CORPORATION


                                         /s/ David L. Cargile
Date:  August 22, 1996               By ________________________________
                                         David L. Cargile,
                                         Chairman of the Board, President
                                         and Chief Executive Officer

                                      -4-