SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, DC 20549
                           FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934  [Fee Required]
     For the fiscal year ended December 31, 1996

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934  [No Fee Required]
     For the transition period from            to
                                
                     Commission file number 333-07081
      UCFC Acceptance Corporation (Loan Trust Series 1996 B1 and B2)
      ---------------------------------------------------------------
      (Exact name of registrant as specified in its charter)

            Louisiana                                72-1235336
            ------------------                       ----------
      (State or other jurisdiction                  (I.R.S. Employer
      of incorporation or                           Identification No.)
      organization)
  
        4041 Essen Lane, Baton Rouge, LA                70809
        --------------------------------                -----
       (Address of principal executive offices        (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

                Title of each class             Name of each exchange
                                                on which registered
                -------------------             ---------------------
                      None                              None

Securities registered pursuant to Section 12(g) of the Act:

                                   None
                              ----------------
                              (Title of class)

Indicate by check mark whether the registrant (1) has filed all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange  Act  of 1934 during  the  preceding  twelve
months  (or  for  such  shorter period that  the  registrant  was
required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days.     Yes  x       No

Indicate  by  check  mark if disclosure of  delinquent  filers
pursuant  to  Item 405 of Regulation S-K is not contained  herein
and  will not be contained to the best of Registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K. Not Applicable

State the aggregate market value of the voting stock held by non-
affiliates of the registrant.    Not Applicable

Indicate  the  number  of  shares  outstanding  of  each  of  the
registrant's  classes of common stock, as of December  31,  1996.
Not Applicable

THIS ANNUAL REPORT ON FORM 10-K IS FILED ON BEHALF OF THE
REGISTRANT BY UNITED COMPANIES LENDING CORPORATION, (as Servicer
under a Pooling and Servicing Agreement dated as of June 1,  1996
providing for the issuance of Home Equity Pass-Through
Certificates,  Series 1996-B1 and B2, PURSUANT TO A  RESPONSE  OF
THE OFFICE OF CHIEF COUNSEL DIVISION OF CORPORATION FINANCE,
DATED NOVEMBER 12, 1993.

                        PAGE 1
<PAGE>
                                  PART I
                                  ------

Item 1.    BUSINESS

           Omitted pursuant to the "Response of the Office of
           Chief Counsel Division of Corporation Finance" dated
           November 12, 1993.

Item 2.    PROPERTIES

           Omitted pursuant to the "Response of the Office of
           Chief Counsel Division of Corporate Finance" dated
           November 12, 1993.

Item 3.    LEGAL PROCEEDINGS

           None

Item 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

           None

                                  PART II
                                  -------

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS

           There is no established trading market for Registrant's
           securities subject to this filing.

           Number of holders of record of the Certificates as of
           February 19, 1997:   1 .
                               ---
Item 6.    SELECTED FINANCIAL DATA

           Omitted  pursuant to the "Response of the Office of
           Chief Counsel Division of Corporation Finance", dated
           November 12, 1993.

Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

           Omitted pursuant to the "Response of the Office
           of Chief Counsel Division of Corporation
           Finance", dated November 12, 1993.

Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           Reference is made to the Annual Compliance
           Certificate attached as Exhibit 28.1 hereto.

           Reference is made to the annual report on the
           Servicer's compliance with certain provisions
           of the Agreement as prepared by Deloitte & Touche,
           the Servicer's Independent Certified Public
           Accountants, and attached as Exhibit 28.2 hereto.

Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
           ON ACCOUNTING AND FINANCIAL DISCLOSURE

           None.

                               PAGE 2

<PAGE>
                            PART III
                            --------

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          Omitted pursuant to the "Response of the Office
          of Chief Counsel Division of Corporation Finance"
          dated November 12, 1993.

Item 11.  EXECUTIVE COMPENSATION

          Omitted pursuant to the "Response of the Office
          of Chief counsel Division of Corporation Finance"
          dated November 12, 1993.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT

          The following information is furnished as of
          February 19, 1997 as to each Certificateholder of
          record of more than 5% of the Certificates:
<TABLE>
<CAPTION>
                                   Name & Address      Amount of        Percent
                                   of Owner            Beneficial       of
Title of Class                                         Ownership        Class
--------------                     --------------      ------------     -------
<S>                                <C>                 <C>              <C>
Home Equity Loan Pass-Through      Cede & Co.          $93,690,900.79   100.0%
Certificates Series 1996-B,        c/o The Depository
Class A-1                          Trust Co. 
                                   P. O. Box 20
                                   Bowling Green Station
                                   New York, New York
                                   10274

Home Equity Loan Pass-Through      Cede & Co.          $77,899,000.00   100.0%
Certificates, Series 1996-B,       c/o The Depository
Class A-2                          Trust Co.
                                   P. O. Box 20
                                   Bowling Green Station
                                   New York, New York
                                   10274

Home Equity Loan Pass-Through      Cede & Co.          $47,752,000.00   100.0%
Certificates Series 1996-B,        c/o The Depository
Class A-3                          Trust Co. 
                                   P. O. Box 20
                                   Bowling Green Station
                                   New York, New York
                                   10274

Home Equity Loan Pass-Through      Cede & Co.          $44,427,000.00   100.0%
Certificates Series 1996-B,        c/o The Depository
Class A-4                          Trust Co.
                                   P. O. Box 20
                                   Bowling Green Station
                                   New York, New York
                                   10274

Home Equity Loan Pass-Through      Cede & Co.          $39,714,000.00   100.0%
Certificates Series 1996-B,        c/o The Depository
Class A-5                          Trust Co. 
                                   P. O. Box 20
                                   Bowling Green Station
                                   New York, New York
                                   10274

                                   PAGE 3

<PAGE>
Home Equity Loan Pass-Through      Cede & Co.          $34,090,000.00   100.0%
Certificates Series 1996-B,        c/o The Depository
Class A-6                          Trust Co. P. O.
                                   Box 20
                                   Bowling Green Station
                                   New York, New York
                                   10274

Home Equity Loan Pass-Through      Cede & Co.          $30,418,000.00   100.0%
Certificates Series 1996-B,        c/o The Depository
Class A-7                          Trust Co. 
                                   P. O. Box 20
                                   Bowling Green Station
                                   New York, New York
                                   10274

Home Equity Loan Pass-Through      Cede & Co.          $228,968,187.86  100.0%
Certificates Series 1996-B,        c/o The Depository
Class A-8                          Trust Co. 
                                   P. O. Box 20
                                   Bowling Green Station
                                   New York, New York
                                   10274

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          (a)       None

          (b)-(d)   Omitted pursuant to the "Response of the
                    Office of Chief Counsel Division of
                    Corporation  Finance"  dated  November  12, 1993.


                             PART IV
                             --------

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
          REPORTS ON FORM 8-K

          (a)      1-2    Not Applicable

                     3.   Exhibits

                          28.1     Annual Compliance Certificate

                          28.2     Annual Report of Servicer's
                                   compliance with certain provisions of the
                                   Agreement by Servicer's Independent 
                                   Certified Public Accountants.

          (b)-(d)  Omitted pursuant to the "Response of the Office
                   of Chief Counsel Division of Corporation
                   Finance" dated November 12, 1993.


                              PAGE 4

<PAGE>
                         EXHIBIT INDEX

      Exhibit
      No.      Description
      -------  -----------
    

     28.1      Annual Statement as to Compliance, UCFC Loan Trust 1996-B1 
               and 1996-B2, Reserve Account Trust 1996-B, Page 7.

     28.2      Independent Accountant's report, Pages 8-9.


                                 PAGE 5

<PAGE>
                           SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the Servicer  has  caused  this
report  to  be  signed  on  behalf  of  the  Registrant by the
undersigned,  thereto duly authorized on the 25th day  of  March,
1997.

UNITED COMPANIES LENDING CORPORATION, as Servicer,
      on behalf of the Registrant


BY: /s/ SHERRY E. ANDERSON
    -----------------------------
    Sherry E. Anderson, Secretary




Pursuant  to the requirements of the Securities Exchange  Act  of
1934, this report has been signed below by the following officers
and directors of the Servicer on behalf of the Registrant and  in
the capacities indicated on the 25th day of March, 1997.



BY: /s/ J. TERRELL BROWN
    -------------------------------
    J. Terrell Brown, Chief Executive
    Officer and Director
    (Principal Executive Officer)


BY: /s/ DALE E. REDMAN
    ---------------------------------
    Dale E. Redman, Director
    (Principal Financial Officer)


BY: /s/ C. GERON HARGON
    ---------------------------------
    C. Geron Hargon, President and
    Director


BY: /s/ JESSE O. GRIFFIN
    -------------------------------
    Jesse O. Griffin, Vice President 
    (Principal Accounting Officer)

                                    PAGE 6


</TABLE>