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 
          For the fiscal year ended December 31, 1998

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                           OF THE
      SECURITIES EXCHANGE ACT OF 1934 
          For the transition period from            to

              Commission file number 333-07939

                 UCFC Funding Corporation
      (Series 1998-1, Series 1998-2 and Series 1998-3)
---------------------------------------------------------------
      (Exact name of registrant as specified in its charter)

      Louisiana                                72-1328674
      ---------                              -------------
 (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)

                         225-987-0000
    ---------------------------------------------------
    (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,
1998.    Not Applicable

THIS ANNUAL REPORT ON FORM 10-K IS FILED ON BEHALF OF THE
REGISTRANT BY UNITED COMPANIES LENDING CORPORATION, (as
Servicer under Pooling and Servicing Agreements for the year 
ended December 31, 1998) providing for the issuance of Manufactured 
Housing Contract Pass-Through Certificates, Series 1998-1, 
Series 1998-2 and Series 1998-3.

                          PAGE 1

<PAGE>
                         PART I
                         ------

 Item 1.  BUSINESS

          Omitted pursuant to prior Commission "no-action" position.

 Item 2.  PROPERTIES

          Omitted pursuant to prior Commission "no-action" position.

 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
          December 31, 1998:       2
                                  -----

 Item 6.  SELECTED FINANCIAL DATA

          Omitted pursuant to prior Commission "no-action" position.

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

          Omitted pursuant to prior Commission "no-action" position.

 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
          Agreements 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 prior Commission "no-action" position.

 Item 11. EXECUTIVE COMPENSATION

          Omitted pursuant to prior Commission "no-action" position.

 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

          The following information is furnished as of December 31, 1998
          as to each Certificateholder of record of more
          than 5% of the Certificates:


<TABLE>
<CAPTION> 
                                                                Amount of
                                Name & Address                  Beneficial      Percent
Title of Class                  of Owner                        Ownership       of Class
--------------                  ---------------                 ---------       -------- 
<S>                             <C>                             <C>             <C>
                                                   
Manufactured Housing            Cede & Co.                      $17,735,004.61  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series            P. O. Box 20 
1998-1, Class A-1               Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Cede & Co.                      $16,750,000.00  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series            P. O. Box 20 
1998-1, Class A-2               Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Cede & Co.                      $36,850,000.00  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series            P. O. Box 20 
1998-1, Class A-3               Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Cede & Co.                      $ 8,500,000.00  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series            P. O. Box 20 
1998-1, Class M-1               Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Cede & Co.                      $ 8,000,000.00  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series            P. O. Box 20 
1998-1, Class B-1               Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Gopher Equity, Inc. I           $ 7,500,000.00  100.0%
Contract Pass-Through           P. O. Box 1591              
Certificates, Series            Attn:  Lending Division
1998-1, Class B-2               Baton Rouge, LA  70821                         

Manufactured Housing            Cede & Co.                      $18,789,358.15  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series 1998-2     P. O. Box 20
Class A-1                       Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Cede & Co.                      $19,500,000.00  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series 1998-2     P. O. Box 20
Class A-2                       Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Cede & Co.                      $13,300,000.00  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series 1998-2     P. O. Box 20
Class A-3                       Bowling Green Station
                                New York, New York 10274

                           Page 3


                                                                Amount of
                                Name & Address                  Beneficial     Percent
Title of Class                  of Owner                        Ownership     of Class
--------------                  ---------------                 ---------     -------- 

Manufactured Housing            Cede & Co.                      $24,250,000.00  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series 1998-2     P. O. Box 20
Class A-4                       Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Cede & Co.                      $ 9,900,000.00  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series 1998-2     P. O. Box 20
Class M-1                       Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Cede & Co.                      $ 4,400,000.00  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series 1998-2     P. O. Box 20
Class M-2                       Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Cede & Co.                      $ 6,600,000.00  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series 1998-2     P. O. Box 20
Class B-1                       Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Gopher Equity, Inc. I           $ 8,800,000.00  100.0%
Contract Pass-Through           P. O. Box 1591              
Certificates, Series 1998-2     Attn:  Lending Division 
Class B-2                       Baton Rouge, Louisiana 70821
                                                   
Manufactured Housing            Cede & Co.                     $108,211,190.74  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series            P. O. Box 20 
1998-3, Class A-1               Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Cede & Co.                      $13,125,000.00  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series            P. O. Box 20 
1998-3, Class M-1               Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Cede & Co.                      $ 5,250,000.00  100.0%
Contract Pass-Through           c/o The Depository Trust Co.
Certificates, Series            P. O. Box 20 
1998-3, Class M-2               Bowling Green Station
                                New York, New York 10274

Manufactured Housing            Gopher Equity, Inc. I           $ 6,375,000.00  100.0%
Contract Pass-Through           P. O. Box 1591              
Certificates, Series            Attn:  Lending Division
1998-3, Class B-1               Baton Rouge, Louisiana 70821                              

Manufactured Housing            Gopher Equity, Inc. I           $14,625,000.00  100.0%
Contract Pass-Through           P. O. Box 1591              
Certificates, Series            Attn:  Lending Division 
1998-3, Class B-2               Baton Rouge, Louisiana 70821



                                      Page 4
</TABLE>
<PAGE>                                 

 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         (a)       None

         (b)-(d)   Omitted pursuant to prior Commission "no-action" position.




                             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, Series 1998-1.
                               Series 1998-2 and Series 1998-3
                     28.2      Annual Report of Servicer's compliance with
                               certain provisions of the Agreements by
                               Servicer's Independent Certified Public
                               Accountants.
                         
          (b)-(d)   Omitted pursuant to prior Commission "no-action" position.

                                  PAGE 5

<PAGE>

                              EXHIBIT INDEX
                              -------------
    EXHIBIT NO.    DESCRIPTION
    -----------    -----------
    28.1           Annual Statement as to Compliance, UCFC Funding 
                   Corporation Manufactured Housing Pass-Through
                   Certificates, Series 1998-1, Series 1998-2 and 
                   Series 1998-3 Page 8.
    
    28.2           Independent Accountant's report, Pages 9.

                                 PAGE 6

<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 29th day of March, 1999.

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


/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 29th day of March, 1999.




/S/ DALE E. REDMAN
-------------------------------------
Dale E. Redman, Director
(Principal Financial Officer)


/S/ JOHN D'ANGELO  
-------------------------------------
John D'Angelo, President            


/S/ JESSE O. GRIFFIN
-------------------------------------
Jesse O. Griffin, Sr. Vice President
(Principal Accounting Officer)

                                   PAGE 7