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, par                       New York Stock Exchange
     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, Par Value $.01 Per Share
     --------------------------------------

     Voting Rights. The holders of Common Stock are entitled to one vote for
     each share on all matters submitted to a vote of stockholders. The holders
     of Common Stock do not have cumulative voting rights in the election of
     directors of the Registrant.

     Dividend Rights. Subject to any preferences that may be applicable to any
     shares of Preferred Stock that may be outstanding, and to restrictions, if
     any, imposed by indebtedness outstanding from time to time, the holders of
     Common Stock are entitled to receive ratably such dividends, if any, as may
     be declared by the Board of Directors out of legally available funds.

     Other Rights. In the event of the liquidation, dissolution or winding up of
     the Registrant, the holders of Common Stock are entitled to share ratably
     in all assets of the Registrant remaining after provision for payment of
     liabilities, subject to the liquidation preference of any shares of
     Preferred Stock that may be outstanding. Except for rights held by them
     under the Registrant's Rights Agreement noted below, the holders of Common
     Stock have no preemptive, conversion or other subscription rights, and
     there are no redemption or sinking fund provisions applicable to the Common
     Stock. All outstanding shares of Common Stock are fully paid and
     nonassessable. The rights, preferences and privileges of holders of Common
     Stock may become subject to those of holders of any series of Preferred
     Stock which the Registrant may issue in the future.

     The above summary description of the Registrant's Common Stock 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:

     (a) Restated Certificate of Incorporation, as amended, as presently in
         effect. Filed as Exhibits 3.1 and 3.1.1 to the Registrant's Form S-1
         Registration Statement declared effective by the Securities and
         Exchange Commission on October 31, 1986 (the "Registration Statement"),
         and as Exhibit 3 to the Registrant's Current Report on Form 8-K dated
         May 24, 1990.

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     (b) Bylaws of the Registrant, as amended, as presently in effect. Filed as
         Exhibit 4.2 to the Registrant's Registration Statement on Form S-8
         filed with the Securities and Exchange Commission on May 24, 1996.

     (c) Rights Agreement, as amended. Filed with the Securities and Exchange
         Commission on or about August 22, 1996, on Registrant's Form 8-A,
         concurrent with this Form 8-A, to register Common Stock Purchase
         Rights.


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.

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                                   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

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