<PAGE> 1
As filed with the Securities and Exchange Commission on July 6, 1995
Registration No. 33-89264
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
POST-EFFECTIVE AMENDMENT NO. 2
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SURETY CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2065607
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
C. Jack Bean
1845 Precinct Line Road, 1845 Precinct Line Road,
Suite 100 Suite 100
Hurst, Texas 76054 Hurst, Texas 76054
(817) 498-2749 (817) 498-2749
(Address, including zip code and telephone (Name, address, including zip code
number, including area code, and telephone number, including area code,
of Registrant's principal executive offices) of agent for service)
</TABLE>
_____________________________________
Copy to:
DAN R. WALLER, P.C.
SECORE & WALLER, L.L.P.
ONE GALLERIA TOWER, SUITE 2290
13355 NOEL ROAD, LB 75
DALLAS, TEXAS 75240
_____________________________________
Approximate date of commencement of proposed sale to the public: June
16, 1995
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following: [x]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Title of Each Amount Proposed Proposed Amount of
Class of Securities to be Maximum Maximum Registration
to be Registered Registered(1) Offering Price Aggregate Fee(1)
Per Share Offering Price
<S> <C> <C> <C> <C>
Common Stock, 1,287,400 $3.25 $5,905,948 $2,037
$0.01 per
Share Par Value
=========================================================================================================
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) For purposes of this calculation, the amount of shares to be
registered is presumed to be 667,400 shares offered by Selling
Shareholders and 620,000 shares offered by Registrant. The
Registration fee is estimated based upon the average of the high and
low market prices reported for the Common Stock of the Registrant
carried on the Primary List of the American Stock Exchange during the
week ended April 28, 1995, which was $4.5875 per share.
<PAGE> 2
WITHDRAWAL OF REGISTRATION FOR UNSOLD SHARES
Surety Capital Corporation has terminated the offering of 620,000
shares of the Company's common stock that was registered on Post-effective
Amendment No. 1 to the Registration Statement on Form S-2 and was effective on
June 16, 1995. The Company has completed the sale of 459,500 shares of its
common stock and requests that the Commission withdraw the registration of the
remaining 160,500 shares of the Company's common stock that went unsold.
The Company intends to continue the registration of the 667,400 shares
of the Selling Shareholders. The Company continues its undertaking to file
those amendments to the registration statement as are necessary to maintain the
effectiveness of the registration with respect to Selling Shareholders' shares.
Dated: July 6, 1995 SURETY CAPITAL CORPORATION
/s/ BOB HACKLER
----------------------------
Bob Hackler, Vice President
and Director
Surety Capital Corporation
