------------------------------------------------------------------------------


           UNITED  STATES  SECURITIES  AND  EXCHANGE  COMMISSION
                         Washington,  D.C.  20549

                         ------------------------

                                FORM  10-Q/A

(Mark  One)
[X]           QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF
                    THE  SECURITIES  EXCHANGE  ACT  OF  1934
               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

                               OR

[ ]          TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF
                     THE  SECURITIES  EXCHANGE  ACT  OF  1934

       For  the  period  from ________________ to _____________________

        Commission file number 33-91358, 33-95968, 33-91362, 33-95778


              UNITED  COMPANIES  LIFE  INSURANCE  COMPANY
     (Exact  name  of  registrant  as  specified  in  its  charter)

             Louisiana                            72-0475131
  (State  or  other  jurisdiction  of          (I.R.S.  Employer
    incorporation  or  organization)          Identification  No.)


       8545  United  Plaza  Boulevard
           Baton  Rouge, Louisiana                              70809
   (Address  of  principal  executive  office)                (Zip  Code)
Registrant's telephone number, including area code
             (504) 952-6000

     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  12  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
       ----        ----

     The  number  of  shares  of  $2.00  par  value  common  stock  issued and
outstanding  as  of  November  8,  1996  was 4,200,528, excluding -0- treasury
shares.

------------------------------------------------------------------------------
<PAGE>

        UNITED  COMPANIES  LIFE  INSURANCE  COMPANY  AND  SUBSIDIARY

                        INDEX  TO  FORM  10-Q

             FOR  THE  QUARTER  ENDED  SEPTEMBER  30,  1996



<TABLE>
<CAPTION>

PART I.   FINANCIAL INFORMATION:                                                     PAGE NO.
                                                                                     --------
<S>                                                                                  <C>
  Item 1.   Financial Statements

    Consolidated Condensed Balance Sheets -

      September 30, 1996 and December 31, 1995 . .  . . . . . . . . . . . . . . . .         2

    Consolidated Condensed Statements of Operations -

      The periods from July 24, 1996 to September 30, 1996, July 1, 1996 to July. .         3
        23, 1996,  and January 1, 1996 to July 23, 1996; and the three
        months and nine months ended September 30, 1995

    Consolidated Condensed Statements of Cash Flows -

      The periods from July 24, 1996 to September 30, 1996, and January 1, 1996 to.         4
        July 23, 1996; and the nine months ended September 30, 1995

    Notes to Unaudited Consolidated Condensed Financial Statements. . . . . . . . .       5-9

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of     10-12
         Operations



PART II.    OTHER INFORMATION:


    Item 1.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . .        13

    Item 6.   Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . .        13


SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        14


INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        15
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                    UNITED  COMPANIES  LIFE  INSURANCE  COMPANY  AND  SUBSIDIARY

                            CONSOLIDATED  CONDENSED  BALANCE  SHEETS

                                      (DOLLARS IN THOUSANDS)

                                                                                    (Unaudited)
                                                                                  ---------------
                                                                                     Purchase       Historical
                                                                                     basis of        basis of
                                                                                    accounting       accounting
                                                                                  ---------------  -------------
                                                                                   September 30,   December 31,
                                                                                       1996            1995
                                                                                  ---------------  -------------
<S>                                                                               <C>              <C>
ASSETS:
Investments:
     Fixed maturity securities:
          Held for investment at amortized cost (fair value $51,867 and $59,330)  $        50,904  $      60,919
          Available for sale at fair value (cost $1,057,290 and $1,094,386) . .         1,063,076      1,140,160
     Mortgage loans on real estate . . . . . . . . . . . . . . . . . . . . . . .          225,584        336,269
     Real estate held for investment . . . . . . . . . . . . . . . . . . . . . .               40         32,423
     Policy loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           20,843         20,291
     Investments in limited partnerships . . . . . . . . . . . . . . . . . . . .            6,047         25,594
     Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . . . .          105,558         22,804
     Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,735          3,263
                                                                                  ---------------  -------------
          Total investments  . . . . . . . . . . . . . . . . . . . . . . . . . .        1,473,787      1,641,723
                                                                                  ---------------  -------------
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               --          3,028
Accrued investment income. . . . . . . . . . . . . . . . . . . . . . . . . . . .           14,851         16,529
Due from reinsurers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           34,748         33,583
Present value of insurance in force. . . . . . . . . . . . . . . . . . . . . . .           66,863             --
Deferred policy acquisition costs. . . . . . . . . . . . . . . . . . . . . . . .            2,194         90,703
Costs in excess of net assets acquired . . . . . . . . . . . . . . . . . . . . .           31,580             --
Deferred Federal income taxes. . . . . . . . . . . . . . . . . . . . . . . . . .           10,923             --
Other assets                 . . . . . . . . . . . . . . . . . . . . . . . . . .            6,491          3,831
Assets held in separate accounts . . . . . . . . . . . . . . . . . . . . . . . .           13,547            211
                                                                                  ---------------  -------------
          Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     1,654,984  $   1,789,608
                                                                                  ===============  =============

LIABILITIES AND STOCKHOLDER'S EQUITY:
Liabilities:
     Policy liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     1,457,035  $   1,530,805
     Repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . .               --         40,857
     Deferred Federal income taxes . . . . . . . . . . . . . . . . . . . . . . .               --         22,770
     Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           10,770          8,440
     Liabilities related to separate accounts. . . . . . . . . . . . . . . . . .           13,547            211
                                                                                  ---------------  -------------
          Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . .        1,481,352      1,603,083
                                                                                  ---------------  -------------
Stockholder's equity:
     Common stock, $2 par value;
          Authorized - 4,200,528 shares;
          Issued - 4,200,528 shares. . . . . . . . . . . . . . . . . . . . . . .            8,401          8,401
     Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . .          158,913         28,980
     Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            2,569        119,667
     Net unrealized gains on securities. . . . . . . . . . . . . . . . . . . . .            3,749         29,477
                                                                                  ---------------  -------------
          Total stockholder's equity . . . . . . . . . . . . . . . . . . . . . .          173,632        186,525
                                                                                  ---------------  -------------
          Total liabilities and stockholder's equity . . . . . . . . . . . . . .  $     1,654,984  $   1,789,608
                                                                                  ===============  =============
<FN>
       See accompanying notes to unaudited consolidated condensed financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                          UNITED COMPANIES LIFE INSURANCE COMPANY AND SUBSIDIARY

                             CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                                          (DOLLARS IN THOUSANDS)
                                               (UNAUDITED)



                                               Purchase basis
                                               of accounting                 Historical basis of accounting
                                              ----------------  ----------------------------------------------------

                                                                 Period from July 1    Period from
                                                Period from           through           January 1      Three month
                                              July 24 through         July 23,           through      period ending
                                               September 30,                            July 23,      September 30,
                                                    1996                1996              1996            1995
                                              ----------------  --------------------  -------------  ---------------
<S>                                           <C>               <C>                   <C>            <C>
REVENUES:
     Premiums. . . . . . . . . . . . . . . .  $          1,034  $               428   $      3,732   $        1,897 


     Interest sensitive policy product
       charges . . . . . . . . . . . . . . .               485                  125          1,421              509 

     Net investment income . . . . . . . . .            21,681                7,041         67,458           31,440 

     Realized investment gains (losses). . .               356               (1,008)        (1,581)          (1,558)
                                              ----------------  --------------------  -------------  ---------------

          Total revenues . . . . . . . . . .            23,556                6,586         71,030           32,288 
                                              ----------------  --------------------  -------------  ---------------

EXPENSES:

     Interest on annuity policies. . . . . .            14,067                4,378         42,434           20,391 

     Insurance benefits. . . . . . . . . . .             1,134                  415          5,967            2,383 

     Amortization of present value of
       insurance in force and deferred
       policy acquisition costs . . . . .. .             2,214                3,718          9,699            3,096 

     Amortization of costs in excess of net
      assets acquired. . . . . . . . . . . .               265                   --             --               -- 

     Underwriting and other administrative
       expenses. . . . . . . . . . . . . . .             1,781                1,070         10,749            3,747 
                                              ----------------  --------------------  -------------  ---------------

        Total benefits and expenses. . . . .            19,461                9,581         68,849           29,617 
                                              ----------------  --------------------  -------------  ---------------

Income (loss) before income taxes. . . . . .             4,095               (2,995)         2,181            2,671 
                                              ----------------  --------------------  -------------  ---------------

Provision (benefit) for income
 taxes:

     Current . . . . . . . . . . . . . . . .               701                 (140)         1,139            1,112 

     Deferred. . . . . . . . . . . . . . . .               825                 (916)          (370)            (173)
                                              ----------------  --------------------  -------------  ---------------

          Total income tax (benefit) . . . .             1,526               (1,056)           769              939 
                                              ----------------  --------------------  -------------  ---------------

          Net income (loss). . . . . . . . .  $          2,569  $            (1,939)  $      1,412   $        1,732 
                                              ================  ====================  =============  ===============


                                         Historical basis of accounting
                                         ------------------------------
                                               Nine month period
                                                    ending
                                                 September 30,
                                                     1995
                                              -------------------
<S>                                           <C>
REVENUES:

     Premiums. . . . . . . . . . . . . . . .  $            6,217 
                                              -------------------

     Interest sensitive policy product
       charges . . . . . . . . . . . . . . .               1,402 

     Net investment income . . . . . . . . .              94,088 

     Realized investment gains (losses). . .              (2,513)
                                              -------------------

          Total revenues . . . . . . . . . .              99,194 
                                              -------------------

EXPENSES:

     Interest on annuity policies. . . . . .              60,872 

     Insurance benefits. . . . . . . . . . .               7,759 

     Amortization of present value of
     insurance in force and deferred
    policy acquisition costs . . . . . . . .               9,609 

     Amortization of costs in excess of net
      assets acquired. . . . . . . . . . . .                  -- 

     Underwriting and other administrative
       expenses. . . . . . . . . . . . . . .              10,550 
                                              -------------------

        Total benefits and expenses. . . . .              88,790 
                                              -------------------

Income (loss) before income taxes. . . . . .              10,404 
                                              -------------------

Provision (benefit) for income
 taxes:

     Current . . . . . . . . . . . . . . . .               3,758 

     Deferred. . . . . . . . . . . . . . . .                (315)
                                              -------------------

          Total income tax (benefit) . . . .               3,443 
                                              -------------------

          Net income (loss). . . . . . . . .  $            6,961 
                                              ===================
<FN>
     See accompanying notes to unaudited consolidated condensed financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                         UNITED  COMPANIES  LIFE  INSURANCE  COMPANY  AND  SUBSIDIARY

                         CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS

                                      (DOLLARS IN THOUSANDS)
                                            (UNAUDITED)



                                                                                      Purchase           Historical
                                                                                      basis  of           basis of
                                                                                     accounting          accounting
                                                                                  -----------------  -------------------
                                                                                     Period from         Period from
                                                                                   July 24 through    January 1 through
                                                                                    September 30,         July 23,
                                                                                  -----------------  -------------------
                                                                                        1996                1996
                                                                                  -----------------  -------------------
<S>                                                                               <C>                <C>

 Net cash provided by operating activities . . . . . . . . . . . . . . . . . . .  $         18,029   $           46,679 
Cash flows from investing activities:
 Purchases of invested assets. . . . . . . . . . . . . . . . . . . . . . . . . .           (11,365)                (158)
 Loan originations and acquisitions. . . . . . . . . . . . . . . . . . . . . . .            (4,187)            (749,952)
 Sales of invested assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .            65,549              758,804 
 Principal collected on loans and mortgage-backed securities . . . . . . . . . .            19,575               46,774 
 Calls or maturities of invested assets. . . . . . . . . . . . . . . . . . . . .             2,000                9,652 
 Other, primarily short-term investments, net. . . . . . . . . . . . . . . . . .           (55,209)             (37,491)
                                                                                  -----------------  -------------------
           Net cash provided (used) by investing activities. . . . . . . . . . .            16,363               27,629 
                                                                                  -----------------  -------------------
Cash flows from financing activities:
     Receipts from interest sensitive policies credited to policyholder accounts            22,680               56,403 
     Return of policyholder account balances on interest sensitive policies. . .           (48,117)            (160,622)
     Increase (decrease) in repurchase agreements. . . . . . . . . . . . . . . .           (52,839)              11,982 
     Other, primarily capital contribution from Parent, net. . . . . . . . . . .            57,525                   -- 
                                                                                  -----------------  -------------------
          Net cash used by financing activities. . . . . . . . . . . . . . . . .           (20,751)             (92,237)
                                                                                  -----------------  -------------------
          Increase (decrease) in cash. . . . . . . . . . . . . . . . . . . . . .            13,641              (17,929)
Cash at beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . .           (14,901)               3,028 
                                                                                  -----------------  -------------------
Cash (overdraft) at end of period. . . . . . . . . . . . . . . . . . . . . . . .  $         (1,260)  $          (14,901)
                                                                                  =================  ===================


                                                                                    Historical
                                                                                     basis of
                                                                                    accounting
                                                                                  ---------------
                                                                                    Nine months
                                                                                       ended
                                                                                   September 30,
                                                                                  ---------------
                                                                                       1995
                                                                                  ---------------
<S>                                                                               <C>

 Net cash provided by operating activities . . . . . . . . . . . . . . . . . . .  $       71,463 
Cash flows from investing activities:
 Purchases of invested assets. . . . . . . . . . . . . . . . . . . . . . . . . .        (126,528)
 Loan originations and acquisitions. . . . . . . . . . . . . . . . . . . . . . .        (958,137)
 Sales of invested assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .         939,344 
 Principal collected on loans and mortgage-backed securities . . . . . . . . . .          72,192 
 Calls or maturities of invested assets. . . . . . . . . . . . . . . . . . . . .          15,934 
 Other, primarily short-term investments, net. . . . . . . . . . . . . . . . . .          34,786 
                                                                                  ---------------
           Net cash provided (used) by investing activities. . . . . . . . . . .         (22,409)
                                                                                  ---------------
Cash flows from financing activities:
     Receipts from interest sensitive policies credited to policyholder accounts         110,932 
     Return of policyholder account balances on interest sensitive policies. . .        (167,099)
     Increase (decrease) in repurchase agreements. . . . . . . . . . . . . . . .              -- 
     Other, primarily capital contribution from Parent, net. . . . . . . . . . .            (333)
                                                                                  ---------------
          Net cash used by financing activities. . . . . . . . . . . . . . . . .         (56,500)
                                                                                  ---------------
          Increase (decrease) in cash. . . . . . . . . . . . . . . . . . . . . .          (7,446)
Cash at beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . .          13,169 
                                                                                  ---------------
Cash (overdraft) at end of period. . . . . . . . . . . . . . . . . . . . . . . .  $        5,723 
                                                                                  ===============
<FN>
      See accompanying notes to unaudited consolidated condensed financial statements.
</TABLE>

<PAGE>

          UNITED  COMPANIES  LIFE  INSURANCE  COMPANY  AND  SUBSIDIARY

      NOTES  TO  UNAUDITED  CONSOLIDATED  CONDENSED  FINANCIAL STATEMENTS

1.          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     (A)      Business  and  Organization

     United  Companies  Life Insurance Company (the "Company" or "UCLIC") is a
wholly-owned  subsidiary  of  Pacific  Life    and  Accident Insurance Company
("PLAIC"),  a  wholly-owned  subsidiary  of  PennCorp  Financial  Group,  Inc.
("PennCorp").    (See  note  2  to  Notes  to Unaudited Consolidated Condensed
Financial Statements.)  PennCorp is an insurance holding company which offers,
through  its  wholly-owned  subsidiaries,  a  broad  range  of life insurance,
annuity  and  accident  and  sickness  products.

     (B)      Basis  of  Presentation

     The  accompanying  financial  statements have been prepared in accordance
with  generally  accepted  accounting principles ("GAAP") on a historical cost
basis  of  accounting  through  the date of acquisition and on a purchase GAAP
push-down  basis  of accounting ("purchase GAAP") from the date of acquisition
to  the  end  of the period.  The comparability of the financial condition and
the  operating results for the post-acquisition period and the pre-acquisition
periods are affected by the mark to market valuation of assets and liabilities
under  purchase  accounting.

     The  preparation of financial statements in conformity with GAAP requires
management  to make certain estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities and the reported amounts of revenues and
expenses  during  the reporting period.  Accounts that the Company deems to be
acutely  sensitive to changes in estimates include deferred policy acquisition
costs, future policy benefits, policy and contract claims and present value of
insurance  in force.  In addition, the Company must determine requirements for
disclosure  of  contingent  assets  and  liabilities  as  of  the  date of the
financial  statements  based upon estimates.  In all instances, actual results
could  differ  from  these  estimates.

     In  the  opinion  of  management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, primarily all of which
are  normal  recurring  accruals,  necessary  to  present fairly the financial
position  as  of September 30, 1996, on a purchase GAAP basis, and the results
of  operations and cash flows on a purchase GAAP basis for the period July 24,
1996  to September 30, 1996, and on a historical basis for the periods July 1,
1996,  to  July  23,  1996,  and January 1, 1996 to July 23, 1996, and for the
three  month  and  nine  month  periods  ended September 30, 1995.  Results of
operations  for  interim periods are not necessarily indicative of results for
the  entire  year.

2.            SALE  OF  THE  COMPANY

     On  July  24, 1996, PLAIC consummated the acquisition of the Company from
United  Companies  Financial  Corporation  ("UC  Financial").   Pursuant to an
Amended  and  Restated  Stock Purchase Agreement (the "Agreement") dated as of
July  24,  1996, PLAIC acquired 100% of the outstanding capital stock of UCLIC
(the  "UCLIC  Common  Stock")  for  $100.3  million in cash excluding expenses
incurred  as  part  of  the  acquisition  (see  note  3  to Notes to Unaudited
Consolidated  Condensed  Financial  Statements).     Immediately following the
acquisition  of UCLIC, PLAIC contributed $57.3 million in cash to UCLIC, which
represented  the  market  value  of  certain  real  estate  and  other  assets
distributed  to  UC  Financial  immediately  prior  to the consummation of the
acquisition.

              The Company's acquisition has been accounted for using purchase
GAAP.    The  total  purchase  price  of  the acquisition was allocated to the
tangible  and  intangible  assets  and  liabilities  acquired based upon their
respective  fair  values  as  of  the  date  of  acquisition.  Based upon such
respective  fair  values,  the  value  of  the  net  assets acquired was $78.2
million, resulting in costs in excess of net assets acquired of $31.8 million.

     The  following pro forma statement of operations for the three months and
nine months ended September 30, 1995 and 1996, adjust the historical financial
information of the Company to give effect to the sale of the Company described
above  as if the sale occurred on January 1, 1995.  These pro forma statements
have  been  prepared  for  comparative  purposes only and do not purport to be
indicators  of  what  would have occurred had the acquisitions been made as of
January  1,  1995,  or  results  which  may  occur  in  the  future.

<PAGE>

<TABLE>
<CAPTION>

                            PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                              (DOLLARS IN THOUSANDS)
                                                   (UNAUDITED)


                                                           RESULTS  FOR  1996                    RESULTS  FOR  1995
                                                   -----------------------------------  ---------------------------------------
                                                           Acquisition                            Acquisition
                                                 Historical  by PLAC         Pro Forma  Historical  by PLAC           Pro Forma
                                                   --------  --------          ---------  --------  --------          ---------
<S>                                                <C>       <C>       <C>     <C>        <C>       <C>       <C>     <C>
REVENUES:
  Premiums                                         $ 4,766                     $  4,766   $ 6,217                     $  6,217 
  Interest sensitive policy product charges          1,906                        1,906     1,402                        1,402 
  Net investment income                             89,328     8,478      (1)    97,806    94,088     7,982      (1)   102,070 
  Realized investment gains (losses)                (1,225)      420      (2)      (805)   (2,513)    1,384      (2)    (1,129)
                                                   --------                    ---------  --------                    ---------
    Total revenues                                  94,775                      103,673    99,194                      108,560 
                                                   --------                    ---------  --------                    ---------

EXPENSES:
  Interest on annuity policies                      56,501                       56,501    60,872                       60,872 
  Insurance benefits                                 7,101                        7,101     7,759                        7,759 
  Amortization
    Present value of insurance inforce and
    deferred policy acquisition costs               11,709     1,840   (3)(4)    13,549     9,609     6,652   (3)(4)    16,261 
    Costs in excess of net assets acquired               -     1,194      (5)     1,194         -     1,194      (5)     1,194 
  Underwriting and other administrative expenses    13,443    (2,850)     (6)    10,593    10,550    (2,850)     (6)     7,700 
                                                   --------                    ---------  --------                    ---------
    Total benefits and expenses                     88,754                       88,938    88,790                       93,786 
                                                   --------                    ---------  --------                    ---------

Income before income taxes                           6,021                        6,021    10,404                       10,404 
  Income tax expense                                 2,107     3,468      (7)     5,575     3,443     2,145      (7)     5,588 
                                                   --------                    ---------  --------                    ---------
    Net income                                     $ 3,914                     $    446   $ 6,961                     $  4,816 
                                                   ========                    =========  ========                    =========
<FN>
See accompanying notes to pro forma unaudited consolidated condensed financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                            PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                              (DOLLARS IN THOUSANDS)
                                                   (UNAUDITED)

                                                         RESULTS  FOR  1996                    RESULTS  FOR  1995
                                                   -----------------------------------  ------------------------------------

                                                             Acquisition                       Acquisition
                                                  Historical  by PLAC        Pro Forma  Historical  by PLAC        Pro Forma
                                                   --------  --------          --------  --------  -------          --------
<S>                                                <C>       <C>       <C>     <C>       <C>       <C>      <C>     <C>
Revenues:
  Premiums                                         $ 1,462                     $ 1,462   $ 1,897                    $ 1,897 
  Interest sensitive policy product charges            610                         610       509                        509 
  Net investment income                             28,533     2,826      (1)   31,359    31,440    2,660      (1)   34,100 
  Realized investment gains (losses)                  (652)      175      (2)     (477)   (1,558)     575      (2)     (983)
                                                   --------                    --------  --------                   --------
    Total revenues                                  29,953                      32,954    32,288                     35,523 
                                                   --------                    --------  --------                   --------

Expenses:
  Interest on annuity policies                      18,445                      18,445    20,391                     20,391 
  Insurance benefits                                 1,549                       1,549     2,383                      2,383 
  Amortization
    Present value of insurance inforce and
    deferred policy acquisition costs                5,728    (1,440)  (3)(4)    4,288     3,096    2,218   (3)(4)    5,314 
    Costs in excess of net assets acquired               -       398      (5)      398         -      398      (5)      398 
  Underwriting and other administrative expenses     3,764      (950)     (6)    2,814     3,747     (950)     (6)    2,797 
                                                   --------                    --------  --------                   --------
    Total benefits and expenses                     29,486                      27,494    29,617                     31,283 
                                                   --------                    --------  --------                   --------

Income before income taxes                             467                         467     2,671                      2,671 
  Income tax expense                                   163     1,887      (7)    2,050       939      684      (7)    1,623 
                                                   --------                    --------  --------                   --------
    Net income                                     $   304                     $(1,583)  $ 1,732                    $ 1,048 
                                                   ========                    ========  ========                   ========
<FN>
See accompanying notes to pro forma unaudited consolidated condensed financial statements.
</TABLE>

<PAGE>

Notes  to  Pro  Forma  Consolidated  Condensed  Statements  of  Operations

(1) Investments - In connection with and immediately prior to closing the sale
of  the Company all of the Company's real estate investments and the Company's
investment  in  a  limited  partnership,  as  well  as  $10  million cash, was
distributed  to  UC  Financial.   Immediately after the sale PLAIC contributed
$57.3  million in cash.  For purposes of these pro forma financial statements,
the  Company  assumes that the cash contribution was invested in corporate AAA
rated  bonds  and thus, yield on the distributed assets is replaced with yield
on  such  bonds.

As  of  January  1,  1995,  the  average  fair  market  value of the Company's
investment  portfolio  was  less than its average historical cost.  Based upon
purchase  GAAP  adjustments,  the  Company's  investment  yield would increase
approximately 69 basis points resulting in an increase in investment income of
approximately  $8.5 million and $2.8 million for the nine months and the three
months ended September 30, 1996, respectively, and $8 million and $2.7 million
for  the  nine  months  and  the  three  months  ended  September  30,  1995,
respectively.

(2)  Realized  investment gains (losses) - In conjunction with the acquisition
of  the  Company,  all  of  the  Company's  real  estate was distributed to UC
Financial,  the  Company's  former  parent.    Realized  investment  losses
attributable to real estate of $.4 million and $.2 million for the nine months
and  three  months ended September 30, 1996, respectively and $1.4 million and
$.6  million  for  the  nine months and three months ended September 30, 1995,
respectively,  were  included  in  the  Company's  historical  statements  of
operations  and have been eliminated for purposes of these pro forma financial
statements.

(3)  Present  value of insurance in force - As part of the purchase accounting
adjustments of the Company's acquisition, the Company established an asset for
the  present value of the insurance in force as of the date of the acquisition
based  upon  the  present  value  of future premiums or the emergence of gross
profits  utilizing  appropriate  purchase  accounting  actuarial  assumptions.

As  part  of  the  pro forma purchase accounting adjustments for the Company's
acquisition,  the  Company  established  a present value of insurance in force
asset of $74.1 million.  This asset is determined based upon the present value
of  future gross profits for the business acquired using appropriate actuarial
assumptions established by the Company (as of January 1, 1995) and discounting
such  profits at a risk rate of return of 18.0 percent.  On a pro forma basis,
the  first five years' expected amortization of the present value of insurance
in  force  related  to  the  Company's acquisition, as if such assets had been
established  on  January  1,  1995,  would  be  as  follows:


                             Gross          Interest        Expected
                          Amortization      Accreted       Amortization

                   1995      $24,841         $4,262          $20,579

                   1996       18,869          3,170           15,699

                   1997       13,595          2,300           11,295

                   1998        9,721          1,638            8,083

                   1999        7,033          1,142            5,891


(4)  Deferred  policy  acquisition costs - As described in Note 2, the Company
established  a present value of insurance in force asset as of the acquisition
date  which  approximated  the  discounted value of anticipated profits of the
business in force as of such date.  As a result of establishing such an asset,
the  historical  amount for deferred policy acquisition costs  was eliminated.
Subsequent  to  the date of acquisition, deferred policy acquisition costs are
established  and  amortized  for  new  business  issuance  costs.

On  a  pro  forma basis, the amortization of deferred policy acquisition costs
for  the  Company  for  nine months and three months ended September 30, 1996,
amounted  to  $1.8  million and $.4 million, respectively, and $.8 million and
$.2  million  for  the  nine months and three months ended September 30, 1995,
respectively.

<PAGE>

(5)  Costs in excess of net assets acquired - The Company established an asset
for  costs  in  excess  of net assets acquired to the extent that the purchase
price  exceeded the net assets acquired.  The aggregate purchase price for the
Company  was  approximately  $110.1  million  (including  estimated  expenses
incurred  of $9.7 million and earnings through the date of consummation of the
Company's  acquisition  of  $3.6  million  (see  note  3 to Notes to Unaudited
Consolidated  Condensed  Financial  Statements)).  The estimated fair value of
the net assets acquired amounted to $78.2 million resulting in costs in excess
of  net  assets  acquired  of  $31.8  million.    On  a  pro  forma  basis the
amortization  of  costs in excess of net assets acquired would be $1.2 million
for  each  of the nine months ended September 30, 1996 and September 30, 1995,
and  approximately  $398,000  for each of the three months ended September 30,
1996  and  1995

(6) Underwriting and other administrative expenses - On a pro forma basis, the
costs  associated with the Company's service agreement with its former parent,
UC  Financial,  have been eliminated because that agreement was canceled as of
the  closing  date.  With its current cost structure, PLAIC, the Company's new
parent,  will  be  able  to  perform any such similar services required by the
Company without an incremental increase in overhead expenses.  Fees charged to
the Company under the service agreement amounted to approximately $2.9 million
and  approximately  $950,000,  respectively,  for  each of the nine months and
three  months  ended  September  30,  1996  and  1995.

(7)  Income  taxes  - Amounts shown represent the tax effects of the foregoing
adjustments  calculate  based  upon  the Company's effective tax rates for the
periods  presented.

3.    COMMITMENTS  AND  CONTINGENCIES

     In  connection  with the sale of the Company, the Company entered into an
agreement  with  UC Financial which will provide for the Company's purchase of
up to $300 million, at any one time outstanding, of first mortgage residential
loans  originated  by  UC Financial.  The agreement provides that UC Financial
will  have  the right for a limited time to repurchase certain loans which are
eligible  for  securitization  by  UC  Financial.    The  agreement also has a
sublimit of $150 million for loans that are not eligible for securitization by
UC  Financial.

     In  conjunction with the sale of the Company, and in accordance with past
practices,  historical  basis  deferred  acquisition  cost  assumptions  were
adjusted  to  reflect actual experience through July 24, 1996, the acquisition
date.   This adjustment resulted in a $2.9 million increase in amortization of
deferred acquisition costs associated with certain annuity plans, primarily as
a  result  of  revised surrender estimates.  As a result of the purchase price
adjustment  provision  contained  in  the  Agreement, and the adjustment noted
immediately  above, the final aggregate purchase price paid for the Company is
yet  to  be  determined,  although  UCLIC  does not expect the final aggregate
purchase  price  to vary materially from estimates utilized in the preparation
of  these  financial  statements.

<PAGE>

       MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
                          AND RESULTS OF OPERATIONS

     This  "Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations"  should  be  read  in conjunction with the comparable
discussion  filed  with  the  Company's  annual filing with the Securities and
Exchange  Commission on form 10-K for the fiscal year ended December 31, 1995.

     The following discussion should be read in conjunction with the unaudited
consolidated  condensed  financial  statements  and  related  notes  of  this
Quarterly  Report  on  Form  10-Q.

     Cautionary  Statement  for  purposes of the Safe Harbor Provisions of the
Private  Securities  Litigation Reform Act of 1995.  The statements below that
relate  to future plans, events or performances are forward-looking statements
that involve a number of risks or uncertainties.  Among those items that could
adversely  affect the Company's financial condition, results of operations and
cash  flows  are  the  following:  changes  in regulations affecting insurance
companies,  interest  rates,  the  federal income tax code, particularly as it
relates  to  tax  deferred  accumulation products, the ratings assigned to the
Company  by  independent  rating  organizations  such  as A.M. Best (which the
Company  believes  are particularly important to the sale of annuity and other
accumulation  products)  and    unanticipated  litigation.    There  can be no
assurance  that other factors not currently anticipated by management will not
also  materially  and  adversely  affect  the Company's results of operations.

     General.  On July 24, 1996, PLAIC, a wholly-owned subsidiary of PennCorp,
acquired  all  of the outstanding stock of the Company (see note 2 to Notes to
Unaudited  Consolidated  Condensed  Financial  Statements).    The  sale  was
accounted  for  using  the  purchase  method  of  accounting.   Therefore, the
comparability of certain financial statement items for the period prior to the
date  of  acquisition  to  the  amounts  related  to  the period subsequent to
acquisition  are  affected.

FINANCIAL  CONDITION,  LIQUIDITY  AND  CAPITAL  RESOURCES

ASSET  QUALITY

     The  quality  of  the  Company's  commercial  loan  and  bond  portfolios
significantly  affects  the  profitability  of the Company.  The values of and
markets  for  these  assets  are  dependent  on a number of factors, including
general  economic  conditions,  interest  rates  and governmental regulations.
Adverse  changes  in  such factors, which become more pronounced in periods of
economic  decline,  may  affect  the quality of these assets and the Company's
resulting  ability  to  sell  these  assets  for  acceptable  prices.  General
economic  deterioration  can  result  in  increased  delinquencies on existing
loans,  reductions  in  collateral  values  and  declines  in  the  value  of
investments  resulting from a reduced capacity of issuers to  repay the bonds.
At September 30, 1996, the weighted average rating of the publicly traded bond
portfolio, according to nationally recognized statistical rating agencies, was
"AA."

     Substantially  all  of  the loans owned by the Company were originated by
United  Companies  Lending  Corporation  ("UC  Lending"),  a  subsidiary of UC
Financial,  with  the home equity loans being originated primarily through its
branch  (i.e., retail) network or wholesale loan programs.  The Company's loan
portfolio  at  September 30, 1996, was comprised primarily of $61.1 million on
home  equity  mortgage  loans  and  $164  million in commercial mortgage loans
compared to $167.4 million of home equity mortgage loans and $168.9 million of
commercial  mortgage  loans  as  of  December  31, 1995.  The reduction in the
balance  of outstanding mortgage loans resulted from the decrease in purchases
of  new  loans  under  the  current  agreement with UC Lending.  The Company's
expenses  with  regard  to  default rates has been consistent.  Delinquencies,
mortgage  loans  which  are  past  due 30 days or more, as a percentage of the
total contractual balance of mortgage loans was less than 1.5% for all periods
presented.

     Management  has  continued to emphasize reducing the level of non-earning
assets  owned  by  focusing  on  expediting  the  foreclosure  process  on its
commercial  loans.    The balance of foreclosed loans totaled $13.9 million at
July  23,  1996.    In conjunction with the sale of the Company (see note 2 to
Notes  to  Unaudited  Consolidated  Condensed  Financial  Statements),  these
foreclosed  loans  were  distributed  to  UC  Financial  immediately  prior to
closing.

     Prior  to  the  closing  of  the  sale  of  the  Company, the Company had
investments  in  two limited partnerships which were formed for the purpose of
participating  in  privately  placed mezzanine investments.  These investments
generally  include  higher  risk  subordinated  debt  combined  with  equity
securities.    Included  in the assets distributed to UC Financial immediately
prior  to  the  closing  of  the  sale  of the Company (See note 2 to Notes to
Unaudited Consolidated Condensed Financial Statements) was  one of the limited
partnership  investments  with  a  value  of  $17.8  million at July 23, 1996.

<PAGE>

     The  Company  had  an increase in short-term investments of approximately
$82.8  million at September 30, 1996, compared to December 31, 1995, resulting
primarily from the proceeds of the capital contribution immediately subsequent
to  closing  of  the sale of the Company, as well as from the reduction in the
purchases  of  home equity mortgage loans from UC Financial.  The reinvestment
of  these  amounts are pending the strategic and operational evaluation by the
Company  concerning  investment  opportunities.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company's principal cash requirements consist of funding the payment
of  policyholder  claims  and  surrenders.    Liquidity  requirements  for the
Company's  operations  are  generally  met  by funds provided from the sale of
annuities  and  cash  flow from its investments in fixed income securities and
mortgage  loans.

     Net  cash  flows  from annuity operations are used to build the Company's
investment portfolio, which in turn produces future cash flows from investment
income  and  provides  a  secondary source of liquidity.  Net cash provided by
operating  activities,  which  excludes  annuity  sales  and  surrenders,  was
approximately  $64.7  million  and  $71.5  million  for  the nine months ended
September  30,  1996  and  1995,  respectively,  resulting primarily from cash
earnings  on  investments.    The  Company  monitors  available  cash and cash
equivalents  to  maintain  adequate  balances  for  current  payments  while
maximizing  cash  available  for  longer  term  investment  activities.    The
Company's financing activities during the nine months ended September 30, 1996
and  1995,  reflect  cash  received primarily from sales by the Company of its
annuity  products  of  approximately  $79.1  million  and  $110.9  million,
respectively.   The Company believes that the decrease in annuity sales in the
period  is  due  in  part  to  the interest rate environment, particularly the
relative relationship between short term and intermediate term interest rates,
and  to  the  announcement  related  to  the  sale  of  the  Company  ("the
announcement").

     Net  cash  used  by  financing  activities  during  the nine months ended
September  30,  1996,  also  reflects payments of $208.7 million, primarily on
annuity products resulting from policyholder surrenders and claims compared to
$167.1  million for the nine months ended September 30, 1995.  The increase in
annuity  surrenders  was expected, due in part to an increase in the amount of
annuity  policies  first  coming  out  of the surrender penalty period, to the
general interest rate environment during this period, and to the announcement.
 The  annualized  interest  margin  on  the  Company's annuity liabilities was
approximately 2.44% and 2.41% for the nine months ended September 30, 1996 and
1995,  respectively.

RESULTS  OF  OPERATIONS

     Net  income  was  $4.0 million and $7.0 million for the nine months ended
September  30,  1996  and  1995, respectively.  Net income for the nine months
ended  September 30, 1996, was affected by an adjustment of approximately $2.9
million  to  historical basis deferred acquisition cost amortization primarily
resulting  from  surrender  activity  (see  note  3  to  Notes  to  Unaudited
Consolidated  Condensed  Financial  Statements).

REVENUES

     Net  investment  income  totaled  $89.2 million and $94.1 million for the
nine  months  ended September 30, 1996 and 1995, respectively.   The Company's
investment  in  limited  partnerships  contributed  approximately $1.8 million
during  the  nine  month  period  ended  September  30, 1996, compared to $5.2
million  for  the  nine  month period ended September 30, 1995.   The decrease
from  1995  was  primarily  the result of unusually large capital gains in the
partnerships  in  1995, as well as the distribution of one of the partnerships
immediately  prior  to  the  closing of the sale of the Company (see note 2 to
Notes  to  Unaudited  Consolidated  Condensed  Financial  Statements).

     Net  insurance  premiums  were $4.7 million and $6.2 million for the nine
month  period  ended September 30, 1996 and 1995, respectively.  Net insurance
premiums  reflect  revenues  associated primarily with pre-need life insurance
and  credit  insurance.  Management has chosen to focus on deferred annuities,
its  primary  product line, and its new variable annuity product introduced in
the  third  quarter of 1995, and thus new sales of pre-need life insurance and
credit  insurance  have  been  discontinued.   The premium income reflects the
run-off  of  the  pre-need  life  and  credit  insurance  business.

<PAGE>

EXPENSES

     Insurance  benefits,  primarily  credit  life,  for the nine months ended
September  30, 1996, were approximately $6.4 million, compared to $7.8 million
for  the  nine  months  ended September 30, 1995.  This reflects the continued
runoff  of  the  Company's  pre-need  life  and  credit  insurance  business.

     The Company established a present value of insurance in force at July 24,
1996, the date of acquisition, of $69.1 million, which is being amortized over
the  estimated  average life of the underlying business.   Amortization of the
value  of insurance in force for the post-acquisition period July 24, 1996, to
September  30,  1996,  was  $2.2  million.

     As of result of establishing the present value of insurance in force, the
historical  amount  for  deferred  policy  acquisition  costs was  eliminated.
Subsequent  to the date of acquisition, deferred policy acquisition costs were
established  and  amortized  for  new  business  issuance  costs.

     The  Company  also established the costs in excess of net assets acquired
at  July  24,  1996,  of  $31.8  million,  which  is  being  amortized  on  a
straight-line  basis.  The amortization during the period from July 24, 1996, 
to  September  30,  1996,  was  $.3  million.

     Underwriting  and  other  administrative  expenses which includes general
insurance, taxes, licenses and fees were approximately $12.5 million and $10.5
million  for  the  nine  month  periods  ended  September  30,  1996 and 1995,
respectively.    The  increase  during  1996  reflects the impact of increased
guaranty  fund  assessments  as  compared  to  the  same  period  in  1995.


RATINGS

     In the second quarter of 1996, A.M. Best Company ("Best"), an independent
rating  organization,  reaffirmed its "A-" (Excellent) rating of the  Company.
Best  placed  the  Company's rating under review on February 2, 1996, after UC
Financial  announced  the pending sale of the Company.  Best indicated that it
will keep the Company's rating under review until the acquisition is finalized
and  Best  has  completed  a  review of the financing details.  Best's ratings
depend  in  part on its analysis of an insurance company's financial strength,
operating  performance  and  claims paying ability  In addition, the Company's
claims  paying  ability  has  been rated "A+" (Single-A-Plus) by Duff & Phelps
Credit  Rating  Company ("Duff & Phelps").  On October 24, 1995, Duff & Phelps
placed  its  "A+"  rating  of  the  Company on its Rating Watch-Uncertain list
because  of  the  announcement  of  the Company's former parent that strategic
alternatives  which  it  was  considering  included  the  possible sale of the
Company.    Duff & Phelps reported that the claims paying ability rating would
remain  on  Rating  Watch-Uncertain until more information becomes known about
the  Company's  ultimate  position  within  its  then  current organization or
another organization.  In 1995, Standard & Poor's Ratings Group, a division of
The  McGraw-Hill  Companies,  Inc.  revised  the  Company's  rating to "Aq" in
conjunction  with its revision of its rating scale and with all companies.  To
date no changes have been made to the Company's ratings from those  described.
 Ratings such as those held by the Company can affect the Company's ability to
market  its  annuity  products.    Any lowering of the Company's ratings could
materially  and adversely affect the Company's ability to market its products,
particularly  the  sale of annuities through financial institutions, and could
increase  the  surrender  of its annuity policies.  Both of these consequences
could,  depending upon the extent thereof, have a materially adverse effect on
the  Company's  liquidity  and,  under certain circumstances, net income.  The
Company  believes  that  its  ratings  will  enable  it to continue to compete
successfully.

<PAGE>

                       PART  II.      OTHER  INFORMATION


ITEM  1.     LEGAL  PROCEEDINGS

     The  Company  is  a  party to various pending or threatened legal actions
arising  in  the  ordinary  course  of business.  Although the outcome of such
actions  is  not presently determinable, management does not believe that such
matters,  individually  or  in  the  aggregate,  would have a material adverse
affect  on  the  Company's  financial  position  or  results  of operations if
resolved  against  the  Company.



ITEM  6.     CURRENT  REPORTS  ON  FORM  8-K

(a)          Exhibits

             Exhibit
              Number
             --------
                27                  Financial  Data  Schedule


(b)          Current  Reports  on  Form  8-K:

On  August  14,  1996, the Company filed a current report on Form 8-K, stating
that  on  July  24, 1996, UC Financial and Pacific Life and Accident Insurance
Company,  a  wholly-owned  subsidiary  of  PennCorp  Financial  Group,  Inc.
consummated  the  sale  of  UC  Financial's  wholly-owned  subsidiary,  United
Companies  Life  Insurance  Company.

<PAGE>

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,  thereunto  duly  authorized.

                               UNITED  COMPANIES  LIFE  INSURANCE  COMPANY

                              
Date:  November 15,  1996      By:   /s/  Robert  B.  Thomas,  Jr.
     --------------------        ------------------------------------------
                                    Robert  B.  Thomas,  Jr.
                                    Chairman  of  the  Board  and  President



Date:  November 15,  1996      By:     /s/  Donald  M.  Woodard
     --------------------        ------------------------------------------
                                    Donald  M.  Woodard
                                    Senior  Vice  President  and  Controller


<PAGE>

     UNITED  COMPANIES  LIFE  INSURANCE  COMPANY  AND  SUBSIDIARY


                          Index  to  Exhibits



Exhibit No.                           Page No.
-----------                           --------

    27       Financial Data Schedule     24