DIGNITY PARTNERS INC
8-K, 1997-05-06
FINANCE SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION


                              Washington D.C. 20549


                                    FORM 8-K
                                    ---------

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                                   May 5, 1997
        ---------------------------------------------------------------
             Date of Report (Date of earliest event reported)



                             DIGNITY PARTNERS, INC.
       =================================================================
             (Exact name of registrant as specified in its charter)



Delaware                             0-27736                  94-3165263
- ---------------                   ------------              --------------
(State of other                    (Commission              (IRS Employer
jurisdiction of                   File Number)              Identification
incorporation)                                              No.)


           1700 Montgomery Street, Suite 250, San Francisco, CA       94111
           -----------------------------------------------------------------    
               (Address of principal executive offices)           (Zip Code)


       Registrant's telephone number, including area code: (415)394-9467
                                                           --------------

<PAGE>


Item 5.  Other Events.
======================

     On May 5, 1997, the Company  issued a press release
 regarding its results of operations  for the first  quarter of 
1997.  The press release is filed herewith as Exhibit 99.1.



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
=============================================================================

(c)      Exhibits

     99.1           Text of Press Release dated May 5, 1997.
<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.

                                                     DIGNITY PARTNERS, INC.
                                                     =======================

                                                     By /s/Alan B. Perper
                                                     --------------------------
                                                     Alan B. Perper
                                                     President

                                                    
 Date:  May 6, 1997

<PAGE>







                                                         

                                  EXHIBIT INDEX
                                  ==============

================= ================================== ========================
 Exhibit Number       Document Description             Sequential 
                                                       Page Number
===============      =====================            ============
                                                      
                          
================= =================================== ========================
     99.1           Text of Press Release dated May    1-3
                    5, 1997.                             
================= =================================== ========================

================= =================================== ========================






Exhibit 99.1
- ------------

                              FOR IMMEDIATE RELEASE
                              ---------------------
                                   May 5, 1997
                                   -----------


DIGNITY PARTNERS ANNOUNCES FIRST QUARTER EARNINGS
- -------------------------------------------------

     SAN  FRANCISCO-(May 5, 1997) Dignity  Partners,  Inc. (DPNR)

 today reported net income of $1,095,000 (or $.27 per share based

on 4,108,991  weighted average outstanding shares)  for  the  quarter

ended  March  31,  1997,  compared  to $294,000(or $.10 per share  

based on 3,089,467 weighted average outstanding shares) for the

quarter ended March 31, 1996. Included in such net income were a

$871,000 pre-tax gain on assets sold, a $700,000 pre-tax gain on 

the sale of convertible preferred shares of American Information 

Company, Inc., and a $935,000 net loss in the Company's wholly owned 

financing subsidiary which was reserved for by Dignity Partners, Inc.  

Also included in such net income is a $250,000 reserve for legal 

expenses in connection with federal and state class action lawsuits

filed against the Company and its officers and directors.


         For many reasons (including the 1996 reclassification

into "assets held for sale" of a substantial portion of the

Company's assets and related accounting consequences), the

Company's results of operations and cash flows for the

quarter ended March 31, 1997 are not comparable to the

                                     Page 1

<PAGE>


quarter ended March 31, 1996.

         Through March 31, 1997, the Company had sold or entered

into agreements to sell 373 policies, representing $29.2

million in aggregate face value, for an aggregate purchase

price of $19.5 million.  As a result of these sales, the

Company reported a pre-tax loss of $180,000 in 1996 and a

pre-tax gain of $871,000 in the first quarter of 1997 and

expects to report a pre-tax gain of $638,000 in the second

quarter of 1997.  This expectation is a forward looking

statement within the meaning of the Private Securities

Litigation Act of 1995.  Such statement involves risks and

uncertainties that could cause actual results to differ

materially from those discussed.  Among the factors that

could cause actual results to differ from expectations are

the amount and timing of actual receipt of sale proceeds.

         
     In October 1996, the Board of Directors of the Company 

approved a share repurchase program pursuant to which the Company

is authorized to purchase from time to time up to 1 million

shares of Common Stock at prevailing market prices. As of March 

31, 1997, the Company had repurchased 273,500 shares pursuant to 

the program. In April 1997 the Company repurchased an additional

365,000 shares.

                                     Page 2

<PAGE>



     The following is summary balance sheet information as
of March 31, 1997:
<TABLE>

          <S>                                      <C>    

     Cash and cash equivalents..................$14,182,081
     
     Restricted cash (1).........................$4,335,177
     
     Investment securities.......................$2,275,583

     Assets held for sale........................$3,365,846

     Purchased life insurance policies..........$39,017,973

     Investment in convertible preferred shares..$1,864,128

     Total Assets...............................$66,185,709


     Reserve for equity interest in wholly owned
       financing subsidiary......................$5,256,839

     Long term notes payable....................$39,084,011

     Total Liabilities..........................$45,285,557

     Total Stockholders' Equity.................$20,900,152
<FN>


(1) $4.2 million of  restricted cash is pledged by the Company's  
wholly owned financing subsidiary, Dignity Partners Funding
Corp., to secure the repayment of long term notes payable.

</FN>
</TABLE>



(KEYWORD CALIFORNIA AND INDUSTRY KEYWORD: INSURANCE EARNINGS).
- --------------------------------------------------------------

CONTACTS:
- --------
DIGNITY PARTNERS, INC., SAN FRANCISCO.
- --------------------------------------

Alan B. Perper, 415/394-9467
- -----------------------------

                                     Page 3





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