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 D1 and D2)
   --------------------------------------------------------------
         (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:

                                            Name of each exchange
            Title of each class             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, 1995.  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 December 1, 1996 providing for the issuance 
of Home Equity Pass Through Certificates, Series 1996-D1 and D2, 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>
<S>                            <C>                             <C>              <C> 
                                                               Amount of        Percent
                               Name & Address                  Beneficial       of
Title of Class                 of Owner                        Ownership        Class
--------------                 --------------                  --------------   -------
Home Equity Loan Pass-         Cede & Co.                      $96,190,620.82   100.0%
Through Certificates Series    c/o The Depository Trust Co.
1996-D1, Class A-1             P. O. Box 20
                               Bowling Green Station
                               New York, New York 10274

Home Equity Loan Pass-         Cede & Co.                      $55,700,000.00   100.0%
Through Certificates, Series   c/o The Depository Trust
1996-D1, Class A-2             Company
                               55 Water Street
                               New York, New York 10274

Home Equity Loan Pass-         Cede & Co.                      $49,100,000.00   100.0%
Through Certificates Series    c/o The Depository Trust Co.
1996-D1, Class A-3             P. O. Box 20
                               Bowling Green Station
                               New York, New York 10274

Home Equity Loan Pass-         Cede & Co.                      $30,400,000.00   100.0%
Through Certificates Series    c/o The Depository Trust Co.
1996-D1, Class A-4             P. O. Box 20
Bowling Green Station          New York, New York 10274

Home Equity Loan Pass-         Cede & Co.                      $34,600,000.00   100.0%
Through Certificates Series    c/o The Depository Trust Co.
1996-D1, Class A-5             P. O. Box 20
                               Bowling Green Station
                               New York, New York 10274
 
                                     PAGE 3
<PAGE>

Home Equity Loan Pass-         Cede & Co.                      $39,000,000.00   100.0%
Through Certificates Series    c/o The Depository Trust Co.
1996-D1, Class A-6             P. O. Box 20
                               Bowling Green Station
                               New York, New York 10274

Home Equity Loan Pass-         Cede & Co.                      $17,300,000.00   100.0%
Through Certificates Series    c/o The Depository Trust Co.
1996-D1, Class A-7             P. O. Box 20
                               Bowling Green Station
                               New York, New York 10274

Home Equity Loan Pass-         Cede & Co.                     $312,976,474.32   100.0%
Through Certificates Series    c/o The Depository Trust Co.
1996-D2, Class A-8             P. O. Box 20
                               Bowling Green Station
                               New York, New York 10274
</TABLE>

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-D1 and 1996-D2, Reserve Account Trust 1996D,
                     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