SALOMON INC
8-A12B/A, 1994-03-23
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

    
                                    FORM 8-A/A      
    
                                 AMENDMENT NO. 1      

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                                  SALOMON INC
             (Exact name of registrant as specified in its charter)


           Delaware                                 22-1660266
   (State of incorporation)              (I.R.S. employer identification
                                                     number)
      Seven World Trade Center               
         New York, New York
   (Address of principal executive
             offices)                                   10048
                                                     (Zip code)

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

       Title of each class                    Name of each exchange on which
       to be so registered                    each class is to be registered
         
       6.125% PRI Common                        The American Stock Exchange
          Equity-Linked                 
        Securities Due 1997      

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

                                     None

                               (Title of Class)

                   Page 1 of 4 sequentially numbered pages.
                          Exhibit Index is at page 4.


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                                                                               2

ITEM 1.         Description of the Registrant's Securities to be Registered.
                ------------------------------------------------------------
    
                        The title of the class of securities to be registered 
                hereunder is: "6.125% PRI Common Equity-Linked Securities Due
                1997"  (individually, an "ELK", and in the aggregate, the
                "ELKS").  A description of  the ELKS is set forth under the
                caption "Description of Debt Securities" in the  registrant's
                Prospectus included within the Registration Statement of the 
                Company on Form S-3 filed on December 3, 1993 with the
                Securities and Exchange  Commission (the "Commission") and
                amended on December 14, 1993 (Registration No. 33-51269) (the
                "Registration Statement") as supplemented by the information 
                under the caption "Description of ELKS" in the registrant's
                prospectus supplement dated March 3, 1994 filed with the
                Commission pursuant to Rule 424(b) under the Securities Act of
                1933, which description is incorporated herein by reference.
     


Item 2.         Exhibits.
                --------

                    The following documents are filed as exhibits hereto:
    
                    1.  Form of Indenture between the Company and the 
                        Trustee (incorporated herein by reference to Exhibit 3
                        to the Company's Current  Report on Form 8-K dated
                        February 1, 1993 and Exhibit 4(k) to Registration 
                        Statement 33-51269).      

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                                                                               3

                                   SIGNATURE


        Pursuant to the requirements of Section 12 of the Securities and 
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.

   
                                        Salomon Inc


    
Date:  March 23, 1994                   By: /s/ David C. Fisher
                                        ------------------------------
                                        Name: David C. Fisher
                                        Title: Controller



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                                                                               4

                               INDEX TO EXHIBITS


                                                       Sequentially Numbered
Exhibit No.         Exhibit                            Page at Which Located
- -----------         -------                            ---------------------
                        
    1.              Form of Indenture between the
                    Company and the Trustee
                    (incorporated herein by reference
                    to Exhibit 3 to the Company's
                    Current Report on Form 8-K dated
                    February 1, 1993 and Exhibit 4(k)
                    to Registration Statement
                    No. 33-51269).      





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