UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 2 )
Name of Issuer: Delphi Financial Group Inc.
Title of Class of Securities: CL A
Cusip Number: 247131105
Name, Address and Telephone Number of Person authorized
to receive notices and communications: Kenneth E.
Leopold, Senior Attorney, c/o Neuberger&Berman, LLC, 605
Third Avenue, NY, NY 10158
Date of Event which requires Filing of this statement:
March 13, 1997
If the filing person has previously filed a statement on
schedule 13g to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the
following box
Note: Six copies of this statement , including all
exhibits, should be filed with the Commission. See Rule
13d-1 (a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and for
any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of
1934("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act (however, see the notes).
SCHEDULE 13 D
CUSIP NO. 247131105
1.Name of Reporting Person
S.S. or IRS identification NO. of Above Person
Marvin Schwartz
SS # ###-##-####
2.Check the appropriate box if a member of a group*
a
b
3. Sec use only
4.Source of funds*
P.F.O.O.
5.Check Box if disclosure of legal proceedings is
required
pursuant to items 2(d) or 2(e)
6. Citizenship or place of organization
U.S.A.
7. Sole Voting Power
349,656
8.Shared voting power
0
9.Sole dispositive power
349,656
10. Shared dispositive power
46,184
11. Aggregate amount beneficially owned by each
reporting person
395,840
12.Check box if the aggregate amount in row 11
excludes certain shares*
13. Percent of class represented by amount in row 11.
3.24%
14.Type of reporting person*
IN
ITEM 1 Security and Issuer
This statement related to the common stock (the
"Shares") of Delphi Financial Group Inc. (the
"Company"). The Address of the principal executive
offices of the company is 1105 N. Market Street, Ste
1230, Wilmington, DE 19899.
ITEM 2 Identity and Background
A) The name of the individual filing this statement is
Marvin Schwartz
B) The business address of Marvin Schwartz is: c/o
Neuberger&Berman, LLC, 605 Third Avenue, New York, New
York 10158-3698.
C) Marvin Schwartz is a Principal of Neuberger &
Berman, LLC ("N&B"), a limited liability company
organized under the laws of the State of Delaware. N&B
is a registered broker/dealer and registered investment
advisor which conducts a general brokerage, dealer and
investment advisory business. This filing is made by
Mr. Schwartz individually and not in his capacity as
Principal of N&B. The shares are held individually by
Mr. Schwartz and others. The firm of N&B has no voting
or dispositive power regarding these shares.
D) During the last five years Marvin Schwartz has not
been convicted in a criminal proceeding(excluding
traffic violations or similar misdemeanors).
E) During the last five years Marvin Schwartz has not
been a party to a civil proceeding as a result of which
he is subject to judgement, decree or order enjoining
future violations of or prohibiting or mandating
activities
subject to Federal or State securities laws or finding
any violation with respect to such laws.
F) Marvin Schwartz is a United States citizen.
ITEM 3 Source and Amounts of Funds
Marvin Schwartz now owns 219,708 Shares for his
personal account.
In addition, Marvin Schwartz now beneficially owns
176,132 shares as follows:
129,948 shares owned by the N&B Profit Sharing Trust
(the "Plan"). Such shares are held in a securities
account in the name of the plan with N&B and are held in
street name. Marvin Schwartz has sole dispositive power
and voting power with respect to such shares.
46,184 shares are held in street name as a part of
several accounts for the benefit of Marvin Schwartz's
family. Marvin Schwartz is a beneficial owner of these
46,184 shares based on his discretionary and shared
disposistive power over these accounts.
ITEM 4 Purpose of Transaction
Marvin Schwartz purchased the shares for investment
purposes only. He does not have any plans or proposals
which relate to or would result in any of the activities
or matters referred to in paragraphs (a) through (j),
inclusive of item 4 of Schedule 13D.
ITEM 5 Interest in Securities of the Issuer
A) Marvin Schwartz is the beneficial owner of 395,840
shares which represents 3.24% of the 12,235,940 shares
outstanding.
B) Marvin Schwartz has the sole power to dispose of
349,656 shares and has shared dispositive power with
regard to 46,184 shares. Marvin Schwartz has sole
voting power with regard to 349,656 shares and has
shared voting power with regard to 0 shares.
C) During the 60 days surrounding the event triggering
this filing. Marvin Schwartz effected 5 open market
transactions in the shares. The trade dates and prices
are noted below:
Trade Date B/S Shares Price
03/03/97 S 38,100 34.125
03/04/97 S 48,000 34.125
03/04/97 S 3,000 33.875
03/05/97 S 22,000 34.125
03/13/97 S 22,000 35.75
ITEM 6 Contracts, Agreements, Understandings or
Relationship with Respect to
Securities of Issuer
There are no agreements, contracts or understandings
of any kind between Marvin Schwartz and any other
person with regard to the shares or the issuer.
ITEM 7 Material to be filed as Exhibits
There are no materials to be filed as exhibits.
Signatures
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that
the information set forth in this statement is true,
complete and correct.
Dated:___________ ___________________
Marvin Schwartz
