SALOMON INC
8-A12B, 1996-05-10
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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                               FORM 8-A

                  SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C. 20549

           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 or organization)       (IRS Employer
                                            Identification No.)

Seven World Trade Center, New York, New York            10048
- ---------------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)


                         SI FINANCING TRUST I
- ---------------------------------------------------------------------
        (Exact name of registrant as specified in its charter)

         Delaware                          To be applied for
- ---------------------------------------------------------------------
(State of Incorporation or organization)       (IRS Employer
                                            Identification No.)

Seven World Trade Center, New York, New York            10048
- ---------------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)


If this Form relates to the            If this Form relates to the
registration of a class of debt        registration of a class of 
securities and is effective            deby securities and is to 
upon filing pursuant to General        become effective simultaneously
Instruction A(c)(1) please check       with the effectiveness of a 
the following box [ ]                  concurrent registration statement
                                       under the Securities Act of 
                                       1933 pursuant to General 
                                       Instruction A(c)(2) please 
                                       check the following box [ ]


<PAGE>


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

Trust Preferred Stock(sm)        The New York Stock Exchange, Inc.
(TRUPS(sm)) Units
(and the Guarantee with
respect thereto)

Depositary Shares each           The New York Stock Exchange, Inc.
representing a 1/20th
interest in a share of
    % Cumulative Preferred
Stock, Series F


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


                                 None
- ---------------------------------------------------------------------
                           (Title of Class)

<PAGE>

Item 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
          REGISTERED.

          For a description of the securities to be registered
          hereunder, reference is made to the information under the
          headings "DESCRIPTION OF THE UNITS" and "DESCRIPTION OF THE
          DEPOSITARY SHARES" in the registrant's Prospectus dated ,
          1996 (Registration No. 333-02897).

Item 2.   EXHIBITS

  1(a)    Certificate of Incorporation, as amended, of the
          registrant (incorporated herein by reference to Exhibit 4(a)
          to Current Report on Form 8-K dated February 12, 1996).

  1(b)    By-laws, as amended, of the registrant (incorporated
          herein by reference to Exhibit 3(b) to the registrant's
          Annual Report on Form 10-K for the year ended December 31,
          1995).

  2(c)    Form of Certificate of Trust (incorporated herein by
          reference to Exhibit 4(c) to Registration Statement No.
          333-02897).

  2(d)    Form of Amended and Restated Declaration of Trust
          (incorporated herein by reference to Exhibit 4(e) to
          Registration Statement No. 333-02897 (including as an
          exhibit thereto the form of Trust Preferred Security)).

  2(e)    Form of Supplemental Indenture between the registrant
          and (incorporated herein by reference to Exhibit 4(f) to
          Registration Statement No. 333-02897 (including as an
          exhibit thereto the form of Subordinated Debt Security)).

  2(f)    Form of Pledge Agreement (incorporated herein by
          reference to Exhibit 4(g) to Registration Statement No.
          333-02897).

  2(g)    Form of Unit Agreement (incorporated herein by reference
          to Exhibit 4(h) to Registration Statement No. 333-02897
          (including as an exhibit thereto the form of Unit)).

  2(h)    Form of Guarantee between the registrant and
          (incorporated herein by reference to Exhibit 4(i) to
          Registration Statement No. 333-02897).

  2(i)    Form of Purchase Contract between the registrant and
          holders thereof (incorporated herein by reference to Exhibit
          4(j) to Registration Statement No. 333-02897).

<PAGE>

  2(j)    Form of Certificate of Designations relating to the
          registrant's % Cumulative Preferred Stock, Series F
          (incorporated herein by reference to Exhibit 4(k) to
          Registration Statement No. 333-02897).

  2(k)    Form of Certificate of the registrant's     % Cumulative
          Preferred Stock, Series F (incorporated herein by reference
          to Exhibit 4(l) to Registration Statement No. 333-02897).

  2(l)    Form of Deposit Agreement between the registrant and
          , as depositary and the holders of the depositary receipts
          evidencing the Depositary Shares (incorporated herein by
          reference to Exhibit 4(m) to Registration Statement No.
          333-02897.

<PAGE>

                              SIGNATURE


          Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.


                                           SALOMON INC

Dated:  May 7, 1996
                                           By:/s/ William J. Jennings
                                              ------------------------
                                              William J. Jennings
                                              Senior Vice President


<PAGE>


                           INDEX TO EXHIBITS



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

  1(a)        Certificate of Incorporation, as amended, of the
              registrant (incorporated herein by reference to Exhibit
              4(a) to Current Report on Form 8-K dated February 12,
              1996).

  1(b)        By-laws, as amended, of the registrant (incorporated
              herein by reference to Exhibit 3(b) to the registrant's
              Annual Report on Form 10-K for the year ended
              December 31, 1995).

  2(c)        Form of Certificate of Trust (incorporated herein by
              reference to Exhibit 4(c) to Registration Statement No.
              333-02897).

  2(d)        Form of Amended and Restated Declaration of Trust
              (incorporated herein by reference to Exhibit 4(e) to
              Registration Statement No. 333-02897 (including as an
              exhibit thereto the form of Trust Preferred Security)).

  2(e)        Form of Supplemental Indenture between the registrant
              and                (incorporated herein by reference to
              Exhibit 4(f) to Registration Statement No. 333-02897
              (including as an exhibit thereto the form of
              Subordinated Debt Security)).

  2(f)        Form of Pledge Agreement (incorporated herein by
              reference to Exhibit 4(g) to Registration Statement No.
              333-02897).

  2(g)        Form of Unit Agreement (incorporated herein by reference
              to Exhibit 4(h) to Registration Statement No. 333-02897
              (including as an exhibit thereto the form of Unit)).

  2(h)        Form of Guarantee between the registrant and
              (incorporated herein by reference to Exhibit 4(i) to
              Registration Statement No. 333-02897).

  2(i)        Form of Purchase Contract between the registrant and
              holders thereof (incorporated herein by reference to
              Exhibit 4(j) to Registration Statement No. 333-02897).

  2(j)        Form of Certificate of Designations relating to the
              registrant's     % Cumulative Preferred Stock, Series F
              (incorporated herein by reference to Exhibit 4(k) to
              Registration Statement No. 333-02897).

<PAGE>

  2(k)        Form of Certificate of the registrant's     % Cumulative
              Preferred Stock, Series F (incorporated herein by
              reference to Exhibit 4(l) to Registration Statement No.
              333-02897).

  2(l)        Form of Deposit Agreement between the registrant and
                                 , as depositary and the holders of
              the depositary receipts evidencing the Depositary Shares
              (incorporated herein by reference to Exhibit 4(m) to
              Registration Statement No. 333-02897.




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