SALOMON INC
8-A12B/A, 1996-07-03
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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                            FORM 8-A/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                               13-7093413    
- -------------------------------------------------------------------------------
(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 debt
securities and is effective upon          securities and is to become effective
filing pursuant to General                simultaneously with the effectiveness
Instruction A(c)(1) please check the      of a concurrent registration
following box  / /                        statement under the Securities Act of
                                          1933 pursuant to General Instruction
                                          A(c)(2) please check the following
                                          box / /


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

13,800,000 Trust              The New York Stock Exchange, Inc.
Preferred Stock(Service Mark)        
(TRUPS(Service Mark)) Units
(and the Guarantee with 
respect thereto)

13,800,000 Shares each        The New York Stock Exchange, Inc.
Depositary representing
a 1/20th interest in a
share of 9.50% Cumulative
Preferred Stock, Series F


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


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

                                       2

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 June 27, 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(i) 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 Bankers Trust Company (incorporated herein by
          reference to Exhibit 4(h) 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(k) to Registration Statement No.
          333-02897).

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

  2(h)    Form of Guarantee with respect to the Preferred
          Securities between the registrant and Chemical Bank
          (incorporated herein by reference to Exhibit 4(m) to
          Registration Statement No. 333-02897).

                                       3


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

  2(j)    Form of Certificate of Designations relating to the
          registrant's 9.50% Cumulative Preferred Stock, Series F
          (incorporated herein by reference to Exhibit 4(n) to
          Registration Statement No. 333-02897).

  2(k)    Form of Certificate of the registrant's 9.50% Cumulative
          Preferred Stock, Series F (incorporated herein by
          reference to Exhibit 4(o) to Registration Statement No.
          333-02897).

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

                                       4

<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:  July 3, 1996
                                   By:/s/ William J. Jennings 
                                      ------------------------------  
                                      William J. Jennings
                                      Senior Vice President

                                       5

<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(i) 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 Bankers Trust Company (incorporated herein by
          reference to Exhibit 4(h) 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(k) to Registration Statement No.
          333-02897).

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

  2(h)    Form of Guarantee with respect to the Preferred
          Securities between the registrant and Chemical Bank
          (incorporated herein by reference to Exhibit 4(m) to
          Registration Statement No. 333-02897).

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

                                       6
<PAGE>


  2(j)    Form of Certificate of Designations relating to the
          registrant's 9.50% Cumulative Preferred Stock, Series F
          (incorporated herein by reference to Exhibit 4(n) to
          Registration Statement No. 333-02897).

  2(k)    Form of Certificate of the registrant's 9.50% Cumulative
          Preferred Stock, Series F (incorporated herein by
          reference to Exhibit 4(o) to Registration Statement No.
          333-02897).

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


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