DVI INC, POS AM, 1995-02-23

DVI INC
POS AM, 1995-02-23
FINANCE LESSORS

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<PAGE>

As filed with the Securities and Exchange Commission on February 23, 1995
REGISTRATION NO. 33-37964
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------------------
DVI, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 22-2722773
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

ONE PARK PLAZA, SUITE 800
IRVINE, CALIFORNIA 92714
(714) 474-5800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
DAVID L. HIGGINS
One Park Plaza, Suite 800
Irvine, California 92714
(714) 474-5800
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
-----------------------------------
WITH A COPY TO:
JOHN A. HEALY, ESQ.
Rogers & Wells
200 Park Avenue
New York, New York 10166
(212) 878-8000
-----------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration
Statement.
-----------------------------------

If any of the securities being registered on this form are to be offered
on a delayed basis pursuant to Rule 415 under the Securities Act of 1933
check the following box: _X_

If the Registrant elects to deliver its latest annual report to Security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box: ___
-----------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
===========================================================================
<PAGE>

DVI, INC.

CROSS REFERENCE SHEET

PURSUANT TO ITEM 501(b) OF REGULATION S-K
SHOWING LOCATION IN PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS IN PART I OF FORM S-2

ITEM
NO. FORM S-2 CAPTION LOCATION OF CAPTION IN PROSPECTUS
--- ---------------- ---------------------------------
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus . . Outside Front Cover Page

2.
Inside Front and Outside Back Inside Front Cover Page; Outside
Cover Pages of Prospectus . . Back Cover Page
3. Summary Information, Risk
Factors and Ratio of Earnings Prospectus Summary; Risk Factors
to Fixed Charges . . . . . .

4. Use of Proceeds . . . . . . . . Use of Proceeds
5. Determination of Offering Price Cover Page

6. Dilution . . . . . . . . . . . *

7. Selling Security Holders . . . *
8. Plan of Distribution . . . . . Plan of Distribution

9. Description of Securities to be Prospectus Summary; Dividend
Registered . . . . . . . . . Policy; Description of Capital
Stock
10. Interests of Named Experts and Legal Matters; Experts
Counsel . . . . . . . . . . .

11. Information with Respect to the Pursuant to Item 11(a), the
Registrant . . . . . . . . . registrant has elected to deliver
the Prospectus together with a
copy of its latest Form 10-K and
its latest Form 10-Q, as set
forth in the Prospectus under
"Documents Required To Be
Delivered With This Prospectus."

12. Incorporation of Certain Incorporation of Certain
Information by Reference . . Documents by Reference
13. Disclosure of Commission
Position on Indemnification *
for Securities Act Liabilities

--------------------------------
* Not applicable or answer is in the negative.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This Prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.<PAGE>
<PAGE>

PROSPECTUS (SUBJECT TO COMPLETION DATED FEBRUARY 23, 1995)

DVI, INC.
625,000 COMMON SHARES AND
50,000 UNITS
CONSISTING OF 50,000 COMMON SHARES AND
50,000 REDEEMABLE WARRANTS

This Prospectus relates to the offer and sale of (i) up to 575,000
shares (the "1991 Warrant Shares") of common stock, $.005 par value per share
("Common Stock"), of DVI, Inc., a Delaware corporation formerly known as DVI
Financial Corporation ("DVI" or the "Company"), issuable upon exercise of
redeemable warrants (the "1991 Warrants") to purchase the 1991 Warrant
Shares, (ii) up to 50,000 units (the "Units"), each consisting of one share
of Common Stock (a "Unit Share") and a warrant to purchase one share of
Common Stock (a "Unit Warrant," and together with the 1991 Warrants, the
"Warrants"), and (iii) up to 50,000 shares of Common Stock (the "Unit Warrant
Shares," and together with the 1991 Warrant Shares, the "Warrant Shares")
issuable upon exercise of the Unit Warrants. The Unit Warrants are
immediately exercisable and are separately transferable from the Unit Shares
immediately upon issuance. Each Warrant entitles the holder thereof to
purchase, at any time until February 7, 1996, one Warrant Share at a price of
$12.00 per share, subject to adjustment in certain events and subject to the
right of the Company to reduce the exercise price. The Warrants, other than
the Unit Warrants, are subject to redemption by the Company at $.05 per
Warrant on not less than 30 days' notice if the last sale price of the Common
Stock exceeds $13.00 per share for 20 consecutive trading days ending within
15 days of the date on which the notice of redemption is given. See
"Description of Capital Stock."

The 1991 Warrants were originally issued by the Company as part of a
public offering (the "Public Offering") of units (the "1991 Units"), each
consisting of 575,000 shares of Common Stock and the 1991 Warrants, that was
consummated on February 14, 1991. In connection with the Public Offering,
the Company granted the underwriter for the Public Offering an option (the
"Unit Purchase Option") to purchase up to 50,000 Units exercisable at any
time after February 7, 1993 but before February 7, 1996 at a price per Unit
of $12.60.

The Common Stock is traded in the New York Stock Exchange ("NYSE") under
the symbol "DVI." On February 15, 1995, the last sale price per share of the
Common Stock as reported by the NYSE was $13.50 per share. The 1991 Warrants
are traded in the NASDAQ National Stock Market under the symbol "DVICW." On
February 15, 1995, the last reported sale price per 1991 Warrant as reported
by NASDAQ was $1-7/8.

THE PURCHASE OF THE SECURITIES OFFERED HEREBY INVOLVES A SUBSTANTIAL
DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS
SET FORTH UNDER "RISK FACTORS."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Underwriting
Price to Discounts and Proceeds to
the Public Commissions Company(1)

Per Warrant Share . . . . . . . $12.00 -- $12.00

Per Unit . . . . . . . . . . . $12.60 -- $12.60

Total . . . . . . . . . . . . . $8,130,000 -- $8,130,000

(1) Before deducting expenses, estimated at $45,000, payable by the Company.

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

The Units and the Warrant Shares are being offered by the Company. No
fees, commissions or other expenses will be charged by the Company in
connection with the offering made by this Prospectus.
-----------------------------------

THE DATE OF THIS PROSPECTUS IS FEBRUARY __, 1995.<PAGE>
<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549; and at its regional
offices at 7 World Trade Center, 13th Floor, New York, New York 10048 and at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549, at prescribed rates. Reports, proxy statements and other information
concerning the Company can also be inspected at the office of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission a Registration Statement on
Form S-2 (which, together with all amendments thereto, is referred to in this
Prospectus as the "Registration Statement") under the Securities Act of 1933
(the "1933 Act") with respect to the Units and the Warrant Shares offered
pursuant to this Prospectus. Statements made in this Prospectus as to the
contents of any agreement or other document referred to herein are not
necessarily complete and reference is made to the copy of such agreement or
other document filed as an exhibit or schedule to the Registration Statement.
For further information, reference is made to the Registration Statement and
to the exhibits and schedules filed therewith, which are available for
inspection without charge at the principal office of the Commission in
Washington, D.C. Copies of the material containing this information may be
obtained from the Commission upon payment of the prescribed fee.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, all of which were previously filed with the
Commission, are hereby incorporated by reference in this Prospectus:

1. The Company's Annual Report on Form 10-K/A-1 for the year ended
June 30, 1994 (the "1994 10-K").

2. The Company's Quarterly Reports on Form 10-Q for the three months
ended September 30, 1994 and December 31, 1994.

3. All other reports filed pursuant to Section 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the 1994 10-K.

Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that such statement is modified or replaced by a statement
contained in this Prospectus or in any other subsequently filed document that
also is or is deemed to be incorporated by reference into this Prospectus.
Any such statement so modified or superseded shall not be deemed, except as
so modified or replaced, to constitute a part of this Prospectus. The
Company undertakes to provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any or all of the documents referred to above that
have been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents. Written or oral requests for such copies should
be directed to: DVI, Inc., One Park Plaza, Suite 800, Irvine, California
92714 (Telephone: 714-474-5843), Attention: Legal Department.

DOCUMENTS REQUIRED TO BE DELIVERED WITH THIS PROSPECTUS

The Company is required under the applicable provisions of the 1933 Act
to deliver with this Prospectus its latest Annual Report on Form 10-K and its
latest Quarterly Report on Form 10-Q.

2<PAGE>
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere or incorporated by
reference in this Prospectus.

THE COMPANY

DVI is engaged in the business of providing financing for users of
diagnostic imaging, therapeutic and other sophisticated medical equipment.
The Company's primary activity is financing technologically advanced medical
equipment such as magnetic resonance imaging, computerized tomography,
nuclear medicine and radiation therapy systems for a customer base that
consists principally of outpatient healthcare providers, physicians and
physician groups, medium-sized hospitals and shared service providers. The
Company believes it is one of the leading independent sources of financing
for those categories of customers when they are acquiring the types of higher
cost medical equipment listed above. On a limited basis, the Company also
provides medical receivables financing for those categories of customers.
The Company's executive offices are located at One Park Plaza, Suite 800,
Irvine, California 92714, and its telephone number is 714-474-5800.

Further information with respect to the Company, including Management's
Discussion and Analysis of Financial Condition and Results of Operations for
the fiscal years ended June 30, 1994 and for the three-month period ended
December 31, 1993 and 1994, is contained in the Annual Report on Form 10-K
and the Quarterly Report on Form 10-Q which are required to be delivered with
this Prospectus. See "Documents Required to be Delivered With This
Prospectus."

THE OFFERING

Securities offered (1) 625,000 shares of Common Stock issuable
upon exercise of the Warrants. Each
Warrant entitles the holder thereof to
purchase, at any time until February 7,
1996, one Warrant Share at a price of
$12.00 per share (subject to adjustment
in certain events).

(2) 50,000 Units, each consisting of one Unit
Share and one Unit Warrant to purchase
one share of Common Stock at $12.00 per
share (subject to adjustment in certain
events) at any time until February 7,
1996. The Units are being offered
pursuant to the Unit Purchase Option at
a price per Unit of $12.60. The Unit
Warrants are immediately exercisable and
are separately transferable from the Unit
Shares immediately upon issuance.

Redemption of Warrants The 1991 Warrants are subject to redemption by
the Company at $.05 per Warrant on not less
than 30 days' written notice if the last
reported sale price of the Common Stock on the
NYSE exceeds $13.00 per share for a period of
20 consecutive trading days ending within 15
days of the date on which the notice of
redemption is given.

Use of proceeds For working capital, repayment of existing
short-term indebtedness and general corporate
purposes. See "Use of Proceeds."

3<PAGE>
<PAGE>

Risk factors See "Risk Factors" for a discussion of certain
factors to be considered by prospective
investors.

<TABLE>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

STATEMENT OF OPERATIONS DATA

<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED JUNE 30, DECEMBER 31,
----------------------------------------- -----------------
1990 1991 1992 1993 1994 1993 1994
-------- ------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Finance and Other Income $6,972 $10,571 $14,736 $15,199 $20,911 $8,830 $15,892
Margins Earned <F1> 3,261 5,638 8,747 10,174 11,565 5,321 6,756
Earnings from Continuing
Operations Before
Provision for Income
Taxes, Equity in Net
(Loss) Earnings of
Investees and
Discontinued Operations 1,444 2,843 4,915 4,459 4,313 1,640 2,409
Earnings from Continuing
Operations . . . . . . 873 1,726 3,053 2,580 2,260 777 1,406
Earnings Per Common and
Common Equivalent Share
from Continuing
Operations . . . . . . $0.28 $0.37 $0.57 $0.39 $0.34 $0.12 $0.21
Weighted Average Number of
Common and Common
Equivalent Shares
Outstanding . . . . . . 3,173 4,728 5,353 6,601 6,717 6,700 6,816

</TABLE>
<TABLE>
BALANCE SHEET DATA
<CAPTION>
June 30, December 31
----------------------------------------------- ---------------
1990 1991 1992 1993 1994 1994
------- -------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Gross Financed Assets . . $68,187 $92,670 $107,305 $142,073 $282,411 $376,567
Unearned Income . . . . . 16,868 22,211 21,720 24,563 47,644 62,440
Allowance for Doubtful
Accounts . . . . . . . 346 696 1,082 1,210 2,498 2,966
Long-Term Debt (Primarily
Limited Recourse) . . . 22,177 36,358 24,569 51,827 148,852 143,524
Convertible Subordinated
Debt . . . . . . . . . 14,112 13,715
Short-Term Debt . . . . . 18,187 22,153 31,349 45,221 34,586 127,297
Shareholders' Equity . . 6,194 16,113 34,006 34,664 33,993 36,246

<FN>
<F1> Expenses associated with the issuance of the Company's debt for the years 1990 to 1994,
as well as the six months ended December 31, 1993, have been reclassified from Selling,
General and Administrative Expenses to Interest Expense to conform with the
December 31, 1994 presentation.
</FN>
</TABLE>

4<PAGE>
<PAGE>

RISK FACTORS

The purchase of Units and the Warrant Shares involves a substantial
degree of risk. Prospective investors should carefully consider, among other
matters, the following risks and other factors before making a decision to
purchase.

Dependence on Financing and Capital. The Company's ability to maintain
and build its financing business is dependent on its continued ability to
obtain the substantial amounts of interim and permanent funding it requires.
The Company funds essentially all of the equipment financing transactions it
originates through interim borrowings under interim funding facilities
collateralized by the underlying equipment and medical receivables and
various forms of credit enhancement. These borrowings in turn typically are
repaid with the proceeds received by the Company when its equipment financing
transactions are permanently funded through asset securitization or to a
lesser extent through whole loan sales. The Company believes it currently
has sufficient interim and permanent financing sources for its equipment
financing business, but if for any reason these or other sources were
unavailable to the Company in the future on terms deemed acceptable by DVI,
this would have a material adverse effect on the Company's financial position
and results of operations. The Company's ability to complete asset
securitization transactions depends upon a number of factors, including
general conditions in the credit markets, the size and liquidity of the
market for equipment financing receivable-backed securities and the financial
performance of asset-backed notes issued by the Company and others. The
Company generally does not have any binding commitments for permanent
financing, either through asset securitization or whole loan sales. The
Company's medical receivables financing business has to date been funded
through the use of the Company's capital and recently through the same
interim funding facilities the Company uses for its equipment financing
business. The growth of the Company's medical receivables business is
dependent on various factors including the Company's ability to obtain
additional funding facilities to fund medical receivables financing
transactions. The Company's ability to use asset securitization or other
structured finance methods requires it to provide credit enhancement for each
funding by means of additional collateral which may include cash deposits and
the pledge of additional financing transactions. To provide this enhancement,
the Company must maintain sufficient capital. The Company's inability to
maintain sufficient capital to use asset securitization or other structured
finance methods to fund its equipment financing and medical receivable
financing transactions would have a material adverse effect on the Company's
financial position and results of operations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity
and Capital Resources" in the 1994 10-K.

Credit Risk. Many of the Company's customers, such as outpatient
healthcare providers, physicians and physician groups, medium-sized hospitals
and shared service providers, often do not have access to conventional
financing sources. The Company's reliance on these customers often involves
a high degree of credit risk. Although the Company seeks to mitigate its
risk of default and credit losses through proper underwriting practices,
careful transaction servicing procedures and the use of various forms of
limited and nonrecourse financing (in which the Company's financing sources
assume part or all of the risk of default by the Company's customers), it
remains exposed to potential losses because a default by an obligor could
cause the Company to make payments to the extent of the recourse position it
incurs under its permanent funding arrangements or could result in the loss of
the cash or other collateral pledged under its permanent funding arrangements
or require the Company to forfeit any residual interest it retained in the
underlying equipment. At December 31, 1994, the Company's contingent
liability under all of its limited recourse funding arrangements was $186
million. Also, during the period the Company uses interim funding
facilities, it is exposed to full recourse liability in the event of
defaults. Defaults by the Company's customers also could adversely affect
the Company's ability to obtain additional financing, specifically its
ability to use asset securitization or other forms of structured finance,
because the sources of such funding and the credit rating agencies and
insurers that are often involved in a funding transaction typically take into
account the credit performance of the financing transactions previously
originated by the Company. Furthermore, with respect to equipment financing
transactions included in an asset securitization or other type of structured
finance transaction, the receivables securitized and the underlying equipment
are cross-collateralized, and thus any losses realized by the holder of a
security issued in such a transaction would be repaid from the proceeds
realized on the disposition of any residual interests in the equipment within
a given asset securitization. In addition, under the terms of an asset
securitization or other type of structured finance transaction, the Company
is generally required to replace or repurchase equipment financing
transactions which fail to conform to the representations and warranties made

5<PAGE>
<PAGE>

by the Company in connection with the permanent funding arrangements. To
date all of the Company's medical receivables financing transactions have
been funded on a full recourse basis whereby the Company is fully liable for
any losses that are incurred. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" in the 1994 10-K.

Interest Rate Risk. The Company's equipment financing transactions are
all structured on a fixed interest rate basis with its customers. Although
the Company permanently finances these transactions essentially through fixed
rate funding methods, it uses floating rate interim funding facilities to
initially fund its equipment purchases. At any point in time, the Company
may be exposed to interest rate risk on transactions funded through its
interim funding facilities in the event interest rates increase between the
time these transactions are initially funded and the time they are
permanently funded. To protect its interest rate margins during periods in
which interim funding facilities are used, the Company often uses hedging
techniques to reduce its risk. As of December 31, 1994, approximately $127
million was borrowed through interim funding facilities and the Company had
hedging positions aggregating $47 million. If interest rates were to
increase prior to the time the Company was able to obtain permanent funding,
the spread between the effective interest rate payable by the obligor and the
interest rate payable by the Company under a permanent funding arrangement
could be reduced or even eliminated on those transactions not covered by
hedging positions. The Company's sole reason for using hedging techniques is
to offset the loss that occurs when transactions are funded on an interim
basis and interest rates rise causing the Company's interest rate margins on
the transactions to decline. Therefore, gains generated through hedging
techniques only benefit the Company to the extent they offset corresponding
losses for increasing interest rates until transactions are permanently
funded. In certain circumstances, the Company for a variety of reasons may
retain for an indefinite period certain of the equipment financing
transactions it originates. In such cases, the Company's interest exposure
may continue for a longer period of time. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" in the 1994 10-K.

Medical Equipment Market. The demand for the Company's equipment
financing services depends upon various factors beyond the control of the
Company. These factors include general economic conditions, including the
effects of recession or inflation, and fluctuations in supply and demand for
various types of sophisticated medical equipment resulting from, among other
things, technological and economic obsolescence and government regulation.
In addition, demand for sophisticated medical equipment may also be affected
by changes in the reimbursement policies of third-party payers such as
insurance companies and government agencies, as well as the impact healthcare
reform is having on the U.S. healthcare system. See "Healthcare Reform" and
"Consequences of Government Regulation" in the 1994 10-K.

Healthcare Reform. During the past half decade, corporate America and
the American consumer have increasingly adopted healthcare plans such as
Health Maintenance Organizations ("HMO's") and Preferred Provided
Organizations ("PPO's") which have increased the buying power of the
purchaser of healthcare services and thus created cost reductions. In
September 1993, the Clinton Administration proposed the American Health
Security Act of 1993, a comprehensive plan to restructure the U.S. healthcare
system. The key tenets of the proposal were to provide universal access to
healthcare services for all Americans and to achieve overall cost
containment. Shortly thereafter, numerous alternative proposals also were
presented in both houses of Congress. To date none of the proposals
initiated at the federal government level have been enacted. Nonetheless,
healthcare reform has continued to accelerate in the hands of the American
consumer and corporate America. The Company believes that these healthcare
reform efforts have had and will continue to have a significant impact on the
diagnostic imaging industry. Declining reimbursement for medical services
could pressure hospitals, clinics and other healthcare providers, which form
a significant portion of the Company's customer base, to experience cash flow
problems which could negatively impact their ability to meet their financial
obligations to the Company and/or reduce their capital equipment acquisitions
which could in turn could have an adverse effect on the Company.

Discontinued Operations. In June 1993, the Company adopted a formal
plan to discontinue its DVI Healthcare Operations segment consisting of seven
outpatient healthcare facilities which it operated or managed on a direct
basis and one facility which was in the developmental stage and not yet in
operation. At June 30, 1993, the Company established a reserve for the
divestiture of the operations and recorded a loss on discontinued operations
and disposal of discontinued operations of $1.9 million net of tax. This
estimate was based on certain

6<PAGE>
<PAGE>

assumptions as to the likely timing of the divestitures, the estimated
proceeds to be received upon the sale of certain of the facilities and the
financial results of those operations pending divestiture. These operations
have been reflected as discontinued operations in the Company's financial
statements at June 30, 1992, 1993 and 1994. The loss from discontinued
operations of $3.3 million at June 30, 1993 was comprised of $2.6 million
relating to actual and estimated losses from operations of this segment
through the date of disposition and approximately $700,000 relating to
estimated losses to be incurred upon the disposition of the segment's net
assets.

At June 30, 1994, the Company had disposed or entered into definitive
agreements to sell five of these outpatient healthcare facilities and had
written off the investment and assets of the remaining two. In connection
with the disposal of these facilities, the Company retained certain assets
and liabilities of these facilities, primarily accounts receivable and
accounts payable. Late in fiscal 1994, revenues from one of the facilities
began to significantly decline. Additionally, the prospective value of a
facility being developed by the Company was adversely affected by significant
changes beyond the Company's control. As a result of the decline in value of
the assets underlying these facilities in the fourth quarter of fiscal 1994,
the Company recorded an additional $3.1 million after tax change in estimate
in the amounts reported as of June 30, 1993 for the disposition of this
segment of the Company's operations. The before tax change in estimate
totalling $5.4 million was comprised almost entirely of a change in the
amount, in the quarter ended June 30, 1994, of the estimated proceeds from
the disposition of underlying healthcare operations assets which included
goodwill, other tangibles, equipment and other assets. The change in
estimate reflects the complete disposal or write-off of the discontinued
operations segment. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the 1994 10-K, which is incorporated
by reference herein.

Investee Companies. The Company has investments in and does business
with three companies which are operators of diagnostic imaging equipment and
which accordingly are subject to the risks of that business. See
"Business--Other Business Activities--Other Investments" in the 1994 10-K and
Note 6 to the Company's Consolidated Financial Statements in the 1994 10-K.

Shares Eligible for Future Sale. Upon consummation of the offering made
by this Prospectus and assuming exercise of all the Warrants, the Company
will have outstanding 7,377,315 shares of Common Stock and will have reserved
1,415,094 additional shares for issuance upon conversion of the Company's 9-
1/8% Convertible Subordinated Notes Due 2002 (the "Notes") and another
1,689,605 shares of Common Stock for issuance under various options and
warrants. Of the shares of Common Stock which will be outstanding upon
completion of the Offering, 4,342,622 shares will be freely tradable
without restriction under the Securities Act. All of the remaining
2,187,839 shares will be "restricted securities" as defined in Rule 144
under the Securities Act. Substantially all of the 2,187,839 shares now
outstanding which are restricted securities are eligible for sale under Rule
144, subject to the volume restrictions of Rule 144. Following the offering
made by this Prospectus, sales of substantial amounts of the Company's Common
Stock in the public market under Rule 144 or otherwise, or the potential for
such sales, could adversely affect the prevailing market price for the
Company's Common Stock and could impair the Company's ability to raise
capital through the sale of equity securities.

In January 1993, the Company acquired the outstanding shares of Medical
Equipment Finance Corporation ("MEF Corp."). Under the terms of the purchase
agreement, the purchase price is payable before October 15, 1998 in cash or
Common Stock, as elected by the Company. As initially structured, the purchase
price is contingent and is to be determined as a percentage of the after-tax
earnings of the Company from continuing operations during the sixty-six month
period following the date of acquisition. During the year ended June 30, 1994,
management entered into negotiations with the former shareholders of MEF Corp.
to revise certain terms of the purchase agreement. At the date of this
Prospectus, these negotiations have not been finalized. However, the parties
have agreed that in the event of a change in control of the Company (as
defined), the former shareholders of MEF Corp. will receive 400,000 shares of
Common Stock.

Dependence on Referrals from Equipment Vendors. The Company obtains a
significant amount of its equipment financing business through referrals from
four primary manufacturers of diagnostic imaging equipment and several other
vendors of the equipment it finances. While the Company believes its
relationships with these vendors are good, these vendors are not contractually
obligated to refer their customers to the Company for equipment financing, and
there is no assurance that these manufacturers will continue to refer
equipment financing

7<PAGE>
<PAGE>

opportunities to the Company. If for any reason the Company were no longer
to benefit from these referrals, its business would be adversely affected.

Competition. The financing of medical equipment is often highly
competitive. The Company competes with equipment vendors that sell and
finance their own equipment, finance subsidiaries of national and regional
commercial banks and other equipment leasing and financing companies. Many
of the Company's competitors have significantly greater financial and
marketing resources than the Company. In addition, the competition in the
new markets recently targeted by the Company, specifically equipment
financing in the medium-sized hospital market and medical receivables
financing overall, may be greater than what the Company has experienced in
the markets serviced historically by the Company. There can be no assurance
that the Company will be able to compete successfully in any or all of its
targeted markets. See "Business--Competition" in the 1994 10-K, which is
incorporated by reference herein.

Consequences of Government Regulation. The acquisition, use,
maintenance and ownership of most types of sophisticated medical equipment
financed by the Company are regulated by federal, state and/or local
authorities. Government regulation also may affect the ownership and
marketability of such equipment. In addition, the ability of the Company's
customers to satisfy their payment obligations to the Company could be
affected severely by such regulation and changes in government or third-party
reimbursement programs. The Company believes that recent legislative and
regulatory initiatives have reduced demand for medical imaging equipment
among outpatient healthcare providers. See "Business--Government
Regulations" in the 1994 10-K, which is incorporated by reference herein.

Dependence upon Key Personnel. The ability of the Company to continue
successfully its existing financing business, to expand successfully into its
targeted markets and to develop successfully its newer businesses depends
upon the ability of the Company to retain the services of its key management
personnel and attract qualified personnel in the future. See "Management" in
the 1994 10-K, which is incorporated by reference herein.

Leverage. The Company is highly leveraged. At December 31, 1994, the
Company and its consolidated subsidiaries had total debt of approximately
$285 million, of which approximately $144 million was limited recourse debt.
Since substantially all of the net proceeds of the Offering are expected to
be applied to repayment of short-term debt, the Company's total long-term debt
will not change on completion of this Offering. After giving pro forma
effect to the Offering and the application of all the estimated net offering
proceeds to repay all outstanding bank debt, the Company and its consolidated
subsidiaries would have total debt obligations of approximately $276
million. After completion of the Offering, the Company will continue to have
substantial interest expense. The Company's ability to satisfy its
obligations is dependent upon its future performance, which will be subject
to prevailing economic conditions and to financial, business and other
factors, including factors beyond the control of the Company, affecting the
business operations of the Company.

Dividends. The Company has not paid dividends in the past and does not
anticipate paying dividends in the foreseeable future on its Common Stock.
See "Dividend Policy."

Dilution. Purchasers of Units will experience an immediate, substantial
dilution in net tangible book value per share.

Limited Public Market and Possible Price Volatility. Trading in the
Units and Warrants is sporadic and there is no assurance that an active
trading market will be maintained for these securities. The Units and
Warrants therefore may not be as readily marketable or transferable as the
stock of a corporation whose shares are actively traded. Consequently,
holders of the Units and Warrants may not be able readily to liquidate their
investment in the event of an emergency, or otherwise. In addition, to the
extent that a market in the Units and Warrants does develop, the market price
of the Units and Warrants may be subject to substantial fluctuations.

Potential Adverse Effects of Redemption of Warrants. The Warrants,
other than the Unit Warrants, may be redeemed by the Company at any time

after issuance at a redemption price of $.05 per Warrant upon not less than
30 days' notice if the last sale price per share of the Common Stock exceeds
$13.00 per share for any period

8<PAGE>
<PAGE>

of 20 consecutive trading days ending not more than 15 days prior to the date
on which the notice of redemption is given. If the Company gives a notice of
redemption of the Warrants, the holders could be forced to exercise the
Warrants and pay the exercise price at a time when it may be disadvantageous
for them to do so, to sell the Warrants at the current market price for the
Warrants when they might otherwise wish to hold the Warrants, or to accept
the redemption price, which may be substantially less than the market value
of the Warrants at the time of redemption.

Exercise of Warrants; Non-Registration of Shares Underlying Warrants in
Certain Jurisdictions. Investors purchasing Units in this offering will not
be able to exercise the Warrants unless, at the time of exercise, the Company
has kept this Prospectus current and the offering and sale of the Warrant
Shares have been registered or qualified under the securities laws of the
state of residence of the purchaser, or an exemption from those requirements
is available. The Company intends to use its best efforts to have the
offering and sale of the Warrant Shares so registered or qualified in each
jurisdiction in which Units initially are, and the 1991 Warrants were, sold
and to keep this Prospectus current until expiration of the Warrants. There
is no assurance that the Company in fact will be able to do so. In addition,
the Unit Warrants are detachable from the Units and are expected to trade
separately from the Unit Shares included in the Units immediately upon
issuance. Although the Company intends to seek to ensure that the Units will
not knowingly be sold to purchasers in jurisdictions in which the Units are
not registered or otherwise qualified for sale, purchasers may buy Warrants
in the aftermarket or may move to jurisdictions in which the Warrant Shares
underlying the Warrants are not so registered or qualified during the period
that the Warrants are exercisable. In this event, the Company would be
unable to issue Warrant Shares to those persons desiring to exercise their
Warrants unless and until the Warrant Shares could be registered and
qualified for sale in jurisdictions in which those purchasers reside, or an
exemption from registration or qualification could be obtained in that
jurisdiction. No assurance can be given that the Company will be able to
effect any required registration or qualification, or that exemptions will be
available. The Company will be under no obligation to seek or obtain
qualifications, registrations or exemptions in any jurisdiction, and intends
to seek to do so only in those jurisdictions in which Units initially are
sold.

Effects of Warrants and Options. Under the Unit Option, Stratton
Oakmont, Inc. has the right to purchase up to 50,000 Units at any time after
February 7, 1993 but before February 7, 1996. The Units being offered hereby
include Warrants to purchase Common Stock at any time until February 7, 1996.
For the term of the Warrants, the Unit Purchase Option and existing warrants
and employee stock options, the holders thereof are given an opportunity to
profit from a rise in the market price of the Company's Common Stock, with a
resulting dilution in the interests of the other stockholders. The terms on
which the Company may obtain additional financing during that period may be
adversely affected. The holders of the Warrants, the Unit Purchase Option and
existing warrants and employee stock options might be expected to exercise
them at a time when the Company would, in all likelihood, be able to obtain
any needed capital through a new offering of securities on terms more
favorable than those provided by the Warrants, the Unit Purchase Option and
existing warrants and employee stock options. At the time of exercise of the
Warrants, the Unit Purchase Option and existing warrants and employee stock
options, the net tangible book value of the Company's Common Stock may
undergo further dilution. See "Shares Eligible For Future Sale."

Potential Future Sales Pursuant to Rule 144. Approximately 33% of the
currently outstanding shares of Common Stock are "restricted securities" as
that term is defined under Rule 144 promulgated under the 1933 Act. In
general, under Rule 144 as currently in effect, a person (or persons whose
shares are aggregated) who has beneficially owned shares for at least two
years, including an "affiliate" as that term is defined under the 1933 Act,
is entitled to sell, within any three-month period, a number of shares that
does not exceed the greater of 1% of the then outstanding Common Stock or the
average weekly trading volume in the Common Stock in composite trading on all
exchanges during the four calendar weeks preceding such sale. A person (or
persons whose shares are aggregated) who is not deemed an affiliate of the
Company and who has beneficially owned shares for at least three years is
entitled to sell such shares under Rule 144 without regard to the volume

limitations described above. The Company is unable to predict the effect
that sales made under Rule 144 or otherwise may have upon the then prevailing
market prices of the Units, Common Stock or Warrants, although such sales may
depress such prices.

9<PAGE>
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company at
December 31, 1994 and as adjusted to reflect the issuance and sale of the
Units and the Warrant Shares offered hereby and the application of the
estimated net proceeds from this offering.
<TABLE>
<CAPTION>
DECEMBER 31, 1994
-----------------------
ACTUAL AS ADJUSTED
--------- -----------
(IN THOUSANDS)
<S> <C> <C>
Short-term bank borrowings . . . . . . . . . . . . . $127,297 $119,212

Long-term debt (Primarily limited recourse),
including current portion . . . . . . . . . . . 157,239 157,239
--------- ---------
Total debt . . . . . . . . . . . . . . . . . . . . . 284,536 276,451
--------- ---------

Shareholders' equity:
Preferred Stock, $10.00 par value, 100,000 shares
authorized, no shares issued . . . . . . . . . -- --
Common Stock, $.005 par value, 13,000,000 shares
authorized; 6,577,795 issued and outstanding
and 7,252,795 shares as adjusted<F1>. . . . . . 33 36
Additional paid-in capital . . . . . . . . . . . . 29,002 37,084
Retained earnings . . . . . . . . . . . . . . . . 7,211 7,211
--------- ---------
Total shareholder's equity . . . . . . . . . . 36,246 44,331
--------- ---------
Total capitalization . . . . . . . . . . . . . $320,782 $ 320,782
--------- ---------

________________________________________________
<FN>
<F1> Includes (i) 575,000 Warrant Shares issuable upon the exercise of
the Warrants and (ii) 100,000 shares of Common Stock issuable upon
the exercise of the Unit Purchase Option and the Unit Warrants
included therein. Does not include 1,689,605 shares of Common Stock
issuable upon the exercise of other outstanding options and warrants.
</FN>
</TABLE>

USE OF PROCEEDS

The net proceeds from the sale of Units and the Warrant Shares (after
deduction of expenses associated with this offering) are estimated to be
approximately $8,085,000. These proceeds will be added to the Company's
corporate funds for working capital, to repay existing short-term
indebtedness under the Company's principal revolving credit facility and
general corporate purposes. The Company's indebtness under its principal
revolving credit facility bears interest at a floating rate equal to .25%
over the prime rate established by National Westminster Bank USA or a fixed
rate equal to 2% over a 30, 60 or 90-day LIBOR rate.

10<PAGE>
<PAGE>

PRICE RANGE OF COMMON STOCK AND WARRANTS

The following table sets forth the range of reported high and low sales
prices of the Common Stock on the NYSE for the periods indicated.

FISCAL YEAR ENDED JUNE 30, 1993 HIGH LOW
------------------------------- --------- --------

First Quarter . . . . . . . . . . . . . . . . $ 10 $ 7-1/4
Second Quarter . . . . . . . . . . . . . . . 9 6-5/8
Third Quarter . . . . . . . . . . . . . . . . 7-1/2 4-7/8
Fourth Quarter . . . . . . . . . . . . . . . 6-3/8 4-1/2
FISCAL YEAR ENDED JUNE 30, 1994
-------------------------------
First Quarter . . . . . . . . . . . . . . . . $ 9-1/8 $ 5-3/4
Second Quarter . . . . . . . . . . . . . . . 12-1/2 8-3/8
Third Quarter . . . . . . . . . . . . . . . . 10-5/8 9-1/4
Fourth Quarter . . . . . . . . . . . . . . . 10 8-1/4
FISCAL YEAR ENDED JUNE 30, 1995
-------------------------------
First Quarter . . . . . . . . . . . . . . . . $11-1/4 $ 9-1/4
Second Quarter . . . . . . . . . . . . . . . 11-1/2 9-7/8
Third Quarter (through February 15, 1995) . . 13-5/8 10-5/8

The following table sets forth the range of the reported high and low
sales prices of the 1991 Warrants on the trading system now known as the
NASDAQ National Stock Market for the periods indicated.

FISCAL YEAR ENDED JUNE 30, 1993 HIGH LOW
------------------------------- --------- --------

First Quarter . . . . . . . . . . . . . . . . $2-1/8 $1-1/4
Second Quarter . . . . . . . . . . . . . . . 2 1
Third Quarter . . . . . . . . . . . . . . . . 1-1/2 5/8
Fourth Quarter . . . . . . . . . . . . . . . 1-7/16 5/8
FISCAL YEAR ENDED JUNE 30, 1994
-------------------------------
First Quarter . . . . . . . . . . . . . . . . $1-5/8 $ 1/2
Second Quarter . . . . . . . . . . . . . . . 3-5/8 1
Third Quarter . . . . . . . . . . . . . . . . 2-3/8 1-7/8
Fourth Quarter . . . . . . . . . . . . . . . 2 1-1/2
FISCAL YEAR ENDED JUNE 30, 1995
-------------------------------
First Quarter . . . . . . . . . . . . . . . . $1-7/8 $ 7/8
Second Quarter . . . . . . . . . . . . . . . 1-3/4 3/4
Third Quarter (through February 15, 1995) . . 1-7/8 3/4

DIVIDEND POLICY

The Company has not declared or paid any cash dividends since its
inception, and the Company anticipates that all of its earnings in the near
future will be retained for investment in corporate operations. Any
declaration of dividends in the future will be determined in light of the
conditions affecting the Company at that time, including, among other things,
its earnings, financial condition, capital requirements, level of debt and
the terms of any contractual limitations on dividends. In various credit
agreements under which the Company's principal operating subsidiary, DVI
Financial Services Inc. is a borrower and the Company is a guarantor, cash
dividends are prohibited. In addition, the agreement with respect to the
Company's Convertible Subordinated Notes places limitations on the payment of
dividends by the Company and its subsidiaries.

11<PAGE>
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 13,000,000
shares of Common Stock and 100,000 shares of preferred stock, $10.00 per
share par value ("Preferred Stock"). As of February 15, 1995, there were
6,702,315 shares of Common Stock issued and outstanding. No shares of
Preferred Stock are outstanding.

COMMON SHARES

Holders of shares of Common Stock are entitled to one vote per share on
matters to be voted upon by the stockholders of the Company. Holders of
shares of Common Stock do not have cumulative voting rights; therefore, the
holder of more than 50% of the Common Stock will have the ability to elect
all of the Company's directors. Holders of shares of Common Stock will be
entitled to receive dividends when, as and if declared by the Board of
Directors and to share ratably in the assets of the Company legally available
for distribution to its stockholders in the event of the liquidation,
dissolution or winding up of the Company, in each case subject to the rights
of the holders of any Preferred Stock issued by the Company. Holders of
Common Stock have no preemptive, subscription, redemption or conversion
rights.

UNITS

In connection with the Public Offering, the Company granted Stratton
Oakmont, Inc. (the "1991 Underwriter") the Unit Purchase Option. Under the
Unit Purchase Option, the 1991 Underwriter may purchase up to 50,000 Units at
any time after February 7, 1993 but before February 7, 1996 at a price per
Unit of $12.60. The 1991 Underwriter acted as underwriter in connection with
the Public Offering. The Unit Purchase Option may not be sold, transferred,
assigned or hypothecated except to officers of the 1991 Underwriter or a
member of the selling group for the Public Offering or any officer or partner
of any member of such selling group.

Each Unit offered hereby consists of one Unit Share and one Unit
Warrant. The Unit Warrants are separately transferable from the Unit Shares
immediately upon issuance.

The prices payable for the Units upon exercise of the Unit Purchase
Option and the number of Unit Shares underlying the Unit Warrants are subject
to adjustment to prevent dilution.

WARRANTS

The Unit Warrants are exercisable immediately upon issuance. Each
Warrant entitles the registered holder to purchase one Warrant Share at a
price of $12.00 per share until February 7, 1996, subject to adjustment. The
Warrants, other than the Unit Warrants, are subject to redemption by the
Company at any time after issuance on not less than 30 days' written notice,
at a price of $.05 per Warrant, if the last sale price of the Common Stock
for any period of 20 consecutive trading days ending within 15 days of the
date on which the notice of redemption is given has exceeded $13.00 per
share. So long as the Common Stock is traded on the NYSE, the last sale
price of the Common Stock shall be determined by the last reported sale
price, as reported by the NYSE. If the Common Stock is no longer traded on
the NYSE or on the NASDAQ National Market System, the last sale price will be
the average of the high and low bid quotations for the Common Stock as
reported by NASDAQ. The notice of redemption will be deemed given when
mailed to the record holders of the 1991 Warrants at the addresses contained
in the Company's records. Holders of 1991 Warrants will automatically
forfeit their rights to purchase Warrant Shares issuable upon exercise of
such 1991 Warrants unless the 1991 Warrants are exercised before the
redemption date specified in the notice of redemption. All of the
outstanding Warrants, except for the Unit Warrants, must be redeemed if any
Warrants are redeemed. In effect, this redemption provision would permit the
Company to cause the Warrant holders, other than holders of the Unit
Warrants, to exercise and dispose of their Warrants if the market value of
the Common Stock is at least $13.00 per share. See "Risk Factors--Potential
Adverse Effects of Redemption of Warrants."

The exercise price of the Warrants and the number and kind of Warrant
Shares or other securities or property to be obtained upon exercise of the
Warrants are subject to adjustment in certain circumstances, including

12<PAGE>
<PAGE>

a stock split of, or stock dividend on, or a subdivision, combination or
recapitalization of, the Common Stock. The exercise price of the Warrants is
subject to adjustment in the event that the Company issues and sells Common
Stock at a price which is less than the then current market price of the
Common Stock except for sales of Common Stock under certain limited
circumstances. The Warrant Agreement also requires an adjustment to be made
upon a merger or consolidation of the Company into or with another company or
the sale of all or substantially all of the assets of the Company so as to
enable Warrantholders to purchase the kind and number of shares of stock or
other securities or property (including cash) receivable in such event by a
holder of the number of shares of Common Stock that might otherwise have been
purchased upon exercise of the Warrants. No adjustment for previously paid
cash dividends, if any, will be made upon exercise of the Warrants.

The Warrants do not confer upon the holder any voting or other rights of
a shareholder of the Company. Upon notice to the Warrantholders, the Company
has the right to reduce the exercise price or extend the expiration date of
the Warrants.

Each Warrant may be exercised upon surrender of the Warrant certificate
at any time on or prior to the expiration date or (other than with respect to
the Unit Warrants) the redemption date, if earlier, of such Warrant at the
offices of American Stock Transfer & Trust Company (the "Warrant Agent"),
with the form of "Election to Purchase" on the reverse side of the Warrant
certificate completed and executed as indicated, accompanied by payment of
the full exercise price (by certified check payable to the order of the
Company) for the number of Warrant Shares being purchased.

Investors purchasing Units in this offering and the Warrantholders will
not be able to exercise the Warrants to purchase additional Warrant Shares
unless, at the time of exercise, the Company has kept this Prospectus current
and the Warrant Shares have been registered or qualified under the securities
laws of the state of residence of the holder of such Warrants or an exemption
from the registration or qualification requirements is available The Company
intends to use its best efforts to have the offering and sale of Warrant
Shares upon exercise of Warrants so registered or qualified in each state in
which Units initially are, and the 1991 Warrants were, sold. There is no
assurance that it will be able to do so. See "Risk Factors--Exercise of
Warrants; Non-Registration of Shares Underlying Warrants in Certain
Jurisdictions."

TRANSFER AGENT AND WARRANT AGENT

The transfer agent and registrar for the Company's Common Stock is
American Stock Transfer & Trust Company, which will also serve as the Warrant
Agent for the Warrants.

DELAWARE ANTI-TAKEOVER LAW

The Company is governed by the provisions of Section 203 of the
General Corporation Law of the State of Delaware, an anti-takeover law. In
general, the law prohibits a public Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
interested stockholder, unless the business combination is approved in the
prescribed manner. "Business combination" includes merger, asset sales and
other transactions resulting in a financial benefit to the interested
stockholder. An "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years, did own) 15% or more
of the corporation's voting stock.

PLAN OF DISTRIBUTION

The Units and the Warrant Shares will be offered and sold by the Company
from time to time after the date of this Prospectus. No fees, commissions or
other expenses will be charged by the Company in connection with the offering
made by this Prospectus.

The holder(s) of the Unit Purchase Option, and the brokers through whom
the sales of Unit Shares or Unit Warrant Shares are made, may be deemed to be

"underwriters" within the meaning of Section 2(11) of the 1933

13<PAGE>
<PAGE>

Act and may be subject to applicable prospectus delivery requirements
thereunder. In addition, any profits realized by such holder(s) or such
brokers on the sale of the Unit Shares or the Unit Warrant Shares may be
deemed to be underwriting commissions.

LEGAL MATTERS

The validity of the issuance of the Units and Warrant Shares offered
hereby will be passed upon for the Company by Rogers & Wells, New York, New
York.

EXPERTS

The financial statements and the related financial statement schedules
included and incorporated in this Prospectus and elsewhere in the Registration
Statement by reference from the Company's Annual Report on Form 10-K/A-1 for
the year ended June 30, 1994 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is included and
incorporated herein by reference, and have been so included and incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

14<PAGE>
<PAGE>

NO DEALER, SALESMAN OR
OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN
GIVEN BY THE COMPANY OR THE
UNDERWRITER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE UNITS
OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE
SUCH AN OFFER IN SUCH
JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE
HEREOF.

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

TABLE OF CONTENTS

PAGE
----
Available Information. . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . 2
Documents Required To Be
Delivered With This
Prospectus . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . 3
Risk Factors . . . . . . . . . . . 5
Capitalization . . . . . . . . . . 10
Use of Proceeds. . . . . . . . . . 10
Price Range of Common Stock
and Warrants . . . . . . . . . . 11
Dividend Policy. . . . . . . . . . 11
Description of Capital
Stock. . . . . . . . . . . . . . 12
Plan of Distribution . . . . . . . 13
Legal Matters. . . . . . . . . . . 14
Experts. . . . . . . . . . . . . . 14

DVI, INC.

625,000 COMMON SHARES
AND
50,000 UNITS
CONSISTING OF 50,000
COMMON SHARES AND 50,000
REDEEMABLE WARRANTS

--------------------------
PROSPECTUS
--------------------------

FEBRUARY __, 1995
<PAGE>
<PAGE>

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses, all of which
previously were paid, in connection with the issuance and distribution of the
securities previously registered in connection with the Public Offering,
other than underwriting discounts and commissions:

Registration fee Securities and Exchange Commission . . . $ 3,595.55
NASD filing fee . . . . . . . . . . . . . . . . . . . . . 1,938.22
Blue Sky fees and expenses (including legal fees) . . . . 18,500.00
Accounting fees and expenses . . . . . . . . . . . . . . 25,000.00
Legal fees and expenses . . . . . . . . . . . . . . . . . 125,000.00
Cost of printing and engraving . . . . . . . . . . . . . 27,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 13,966.23
-------------
Total . . . . . . . . . . . . . . . . . . . $ 215,000.00
-------------

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145(a) of the General Corporation Law of the State of Delaware
(the "General Corporation Law") provides, in general, that a corporation
shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of
the fact that he is or was a director or officer of the corporation. Such
indemnity may be against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding, if the indemnitee acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and with respect to any criminal action or
proceeding, the indemnitee must not have had reasonable cause to believe his
conduct was unlawful.

Section 145(b) of the General Corporation Law provides, in general, that
a corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or officer of
the corporation against expenses (including attorney's fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation.

Section 145(g) of the General Corporation Law provides in general that
a corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director or officer of the corporation against
any liability asserted against and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under the provisions of the
law.

The Company's By-laws require the Company to indemnify each of its
directors, officers and employees to the fullest extent permitted by law in
connection with any actual or threatened action or proceeding arising out of
his service to the Company or to other organizations at the Company's
request.

The Company has directors and officers liability insurance. The
insurance policy covers liability for claims made against directors and
officers for their wrongful acts involving errors, misstatements, misleading
statements or acts or omissions or neglect or breach of duty, while acting in
their individual or collective capacities for any matter claimed against them
solely by reason of their being directors or officers of the Company. The
coverage includes damages, judgments, settlements and costs of legal actions,
claims or proceedings and appeals therefrom but does not include fines or
penalties imposed by law for matters which may be deemed uninsurable under
the law.

II-1<PAGE>
<PAGE>
<TABLE>
ITEM 16. EXHIBITS:
<S> <C>
1 Form of Underwriting Agreement between the Underwriter and
Registrant.<F1>
3.1 Certificate of Incorporation of the Company.<F2>
3.2 By-Laws of the Company.<F2>
4.1 Form of Unit Purchase Option.<F1>
4.2 Form of Warrant Agreement among the Underwriter, the Warrant
Agent and the Registrant.<F1>
4.3 Form of Common Stock Certificate.<F2>
4.4 Form of Warrant Certificate (included in Exhibit 4(b)).<F1>
5 Opinion of Rogers & Wells.<F1>
10.1 Employment Agreement dated as of July 1, 1986 among the
registrant, DVI Medical Corporation and David L. Higgins.<F5>
10.2 Form of Executive Compensation Agreement.<F5>
10.3 DVI Financial Services Inc. Employee Savings Plan.<F4>
10.4 Revolving Loan Agreement dated October 18, 1988 between National
Westminster Bank USA and DVI Financial Services Inc.<F4>
10.5 Lease Financing Credit Agreement dated December 30, 1988 between
California Federal Savings and Loan Association and DVI Financial
Services Inc.<F4>
10.6 Loan Agreement dated March 31, 1989 between the Hazelton National
Bank and DVI Financial Services Inc.<F4>
10.7 Revolving Loan Agreement dated May 1, 1989 between PRIVATbanken
A/S and DVI Financial Services Inc.<F4>
10.8 Master Purchase, Remarketing, and Deficiency Agreement between
DVI Financial Services Inc. and Toshiba America Medical Systems,
Inc. and Toshiba America MCI, Inc.<F6>
10.9 Amendment Number One to $5,000,000 Revolving Loan Agreement dated
October 18, 1988 between DVI Financial Services Inc. and National
Westminster Bank USA.<F6>
10.10 Amendment and Supplement No. Two to Revolving Loan Agreement
dated as of December 31, 1989 between DVI Financial Services
Inc., the registrant, and National Westminster Bank USA.<F6>
10.11 Second Amendment to Lease Financing Credit Agreement dated as of
February 2, 1990 between California Federal Bank and DVI
Financial Services Inc.<F6>
10.12 Revolving Loan Agreement dated July 27, 1989, between Lincoln
Savings Bank, FSB and DVI Financial Services, Inc.<F3>
10.13 Revolving Credit Agreement dated as of March 21, 1990 between
First Union National Bank of North Carolina and DVI Financial
Services Inc.<F3>
10.14 Amendment to Revolving Loan Agreement dated May 14, 1990 between
PRIVATbanken A/S and DVI Financial Services Inc.<F3>
10.15 Amended 1986 Incentive Stock Option Plan.<F3>
10.16 Amendment to Revolving Loan Agreement dated July 26, 1990 between
Unibank A/S (formerly PRIVATbanken A/S) and DVI Financial
Services Inc.<F3>
10.17 Fifth Amendment to Lease Financing Credit Agreement, dated
October 31, 1990, between DVI Financial Services, Inc. and
California Federal Bank.<F1>
10.18 Loan Agreement by and among DVI Financial Services Inc., the
Banks Signatory Thereto and National Westminster Bank USA, as
Agent and as a Bank, dated June 14, 1991.<F7>
10.19 Amendment No. 1 to Loan Agreement by and among DVI Financial
Services Inc., the Banks Signatory Thereto and National
Westminster Bank USA, as Agent and as a Bank, dated as of
September 25, 1991, but effective June 14, 1991.<F7>
10.20 Stock Purchase Agreement by and among New Shared Medical
Technologies, Inc., Shared Medical Technologies, Inc. and DVI
Financial Services Inc.<F7>
10.21 Amended and Restated Stock Purchase Agreement dated as of
November 27, 1991, by and among SMT Health Services Inc., Shared
Medical Technologies, Inc. and DVI Financial Services Inc.<F8>

II-2<PAGE>
<PAGE>

10.22 Amendment No. 2 to Loan Agreement by and Among DVI Financial
Services Inc., the Banks Signatory Thereto and National
Westminster Bank USA, as Agent and as a Bank, dated as of
December 5, 1991 but effective June 14, 1991.<F8>
10.23 Amendment No. 3 to Loan Agreement by and among DVI Financial
Services Inc., the Banks Signatory Thereto and National
Westminster Bank USA, as Agent and as a Bank, dated as of
February 28, 1992.<F8>
10.24 $5,000,000 Revolving Credit Loan Agreement between DVI Financial
Services Inc. and UJB Leasing Corporation.<F8>
10.25 Purchase Agreement dated as of October 22, 1991, by and among DMR
Associates, L.P., HIS Acquisition, Inc. and DVI Financial
Services Inc.<F8>
10.26 Direct Stock Option Agreements, dated as of October 16, 1990,
between the Company and each of the Company's directors other
than Mr. Higgins.<F8>
10.27 Amended and Restated Letter Agreement dated December 15, 1991,
between the Company and W.I.G. Securities Limited Partnership
regarding investment banking services.<F8>
10.28 Warrant dated April 27, 1992, executed by the registrant on
behalf of W.I.G. Securities Limited Partnership.<F8>
10.29 Amendment No. 4 to Loan Agreement by and among DVI Financial
Services Inc., the Banks Signatory Thereto and National
Westminster Bank U.S.A., as Agent and as a Bank, dated as of
March 31, 1992.<F8>
10.30 Agreement and Plan of Merger, dated January 17, 1992, among DVI
Sub, Inc., the Company and Northwest Georgia Neurovascular
Associates Inc.<F8>
10.31 Agreement dated March 12, 1992, by and among DVI Health Services
Corporation, DVI Sub, Inc. Northwest Georgia Neurovascular
Associates, Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D.,
and D. Michael Rogers, M.D.<F8>
10.32 Agreement Dated March 27, 1992, by and among DVI Health Services
Corporation, DVI Sub, Inc., Northwest Georgia Neurovascular
Associates, Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D.,
and D. Michael Rogers, M.D.<F8>
10.33 Agreement dated April 3, 1992, by and among DVI Health Services
Corporation, DVI Sub, Inc., Northwest Georgia Neurovascular
Associates, Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D.,
and D. Michael Rogers, M.D.<F8>
10.34 Agreement dated April 8, 1992, by and among DVI Health Services
Corporation, DVI Sub, Inc., Northwest Georgia Neurovascular
Associates, Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D.,
and D. Michael Rogers, M.D.<F8>
10.35 Agreement, Consent and Waiver dated as of February 28, 1992, by
and between IPS Healthcare, Inc., MAG-RES Group, Inc., the
Company and DVI Sub, Inc.<F8>
10.36 Letter Agreement dated February 28, 1992 between IPS Healthcare,
Inc. and DVI Financial Services Inc.<F8>
10.37 Letter Agreement dated April 3, 1992 between IPS Healthcare,
Inc., Towers Financial Corporation and the Company.<F8>
10.38 Security Agreement dated as of April 7, 1992, between DVI
Financial Services Inc. and IPS Healthcare, Inc.<F8>
10.39 Amendments No. 5 through 8 to Loan Agreement by and among DVI
Financial Services Inc., the Banks Signatory thereto and National
Westminster Bank USA, as Agent and as a Bank, dated as of June
12, 1992, June 29, 1992, July 14, 1992 and July 24, 1992,
respectively.<F9>
10.40 Common Stock Redemption Agreement by and among DVI Health
Services Corporation, Northwest Georgia Neurovascular Associates,
Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D. and D. Michael
Rogers, M.D. dated as of August 19, 1992.<F9>
10.41 Underwriting Agreement by and among DVI Health Services
Corporation, the Chicago Corporation and W.I.G. Securities as the
Underwriters dated May 14, 1992.<F9>
10.42 Amendments No. 9 and 10 to Loan Agreement by and among DVI
Financial Services Inc., the Banks signatory thereto and National
Westminster Bank USA, as Agent and as Bank, dated as of December
31, 1992 and January 22, 1993, respectively.<F10>
10.43 Loan Agreement by and among Hazelton National Bank and DVI
Financial Services Inc., dated July, 1993.<F10>

II-3<PAGE>
<PAGE>

10.44 Indemnification Agreement by and between DVI Health Services
Corporation and Anthony J. Turek, dated as of August 16,
1992.<F10>
10.45 Indemnification Agreement by and between DVI Health Services
Corporation and David L. Higgins, dated as of August 16,
1992.<F10>
10.46 Stock Purchase Agreement between DVI Health Services Corporation
and David L. Higgins, dated August 20, 1992.<F10>
10.47 Stock Purchase Agreement between DVI Health Services Corporation
and Sidney Luckman, dated August 20, 1992.<F10>
10.48 Stock Purchase Agreement between DVI Health Services Corporation
and Hazleton National Bank, as trustee of certain trusts for the
benefit of Cynthia J. Cohn and Shelly Cohn Schmidt, dated August
20, 1992.<F10>
10.49 Stock Purchase Agreement between DVI Healthcare Operations, Inc.
and IPS HealthCare Inc., dated October 30, 1992.<F10>
10.50 Stock Purchase Agreement between DVI Healthcare Operations, Inc.
and IPS HealthCare, Inc., dated October 30, 1992.<F10>
10.51 Stock Purchase Agreement between DVI Healthcare Operations, Inc.
and IPS HealthCare, Inc. dated November 12, 1992.<F10>
10.52 First Amendment to Revolving Credit Loan Agreement between DVI
Financial Services Inc. and UJB Leasing Corporation, dated as of
July 31, 1992.<F10>
10.53 Stock Purchase Agreement between DVI Health Services Corporation
and MEFC Partners L.P., dated as of January 6, 1993.<F10>
10.54 Amendment Nos. 11, 12, 13, and 14 to Loan Agreement by and among
DVI Financial Services Inc., the Banks signatory thereto and
National Westminster Bank USA, as Agent and as Bank, dated as of
September 28, 1993, March 31, 1994 and April 29, 1994,
respectively.<F11>
10.55 Interim Loan and Security Agreement between Prudential Securities
Realty Funding Corporation and DVI Financial Services Inc. dated
as of March 16, 1994.<F11>
10.56 Stock Purchase Agreement by and between DVI Financial Services
Inc., and MDCC Partners, L.P.<F11>
23.1 Consent of Rogers & Wells (contained in Exhibit 5(a)).<F1>
23.2 Consent of Deloitte & Touche LLP.<F12>
__________________________
<FN>
<F1> Previously filed.
<F2> Filed as an Exhibit to the Company's Registration Statement on Form S-3
(Registration No. 33-84604) and incorporated herein by reference.
<F3> Filed previously as an Exhibit to the Company's Form 10-K for year
ended June 30, 1990 and by this reference incorporated herein.
<F4> Filed previously as an Exhibit to the Company's Form 10-K for year
ended June 30, 1989 and by this reference incorporated herein.
<F5> Filed previously as an Exhibit to the Company's Registration Statement
on Form S-18, as amended, and by this reference incorporated herein.
<F6> Filed previously as an Exhibit to the Company's Registration Statement
on Form S-3, as amended, and by this reference incorporated herein.
<F7> Filed previously as an Exhibit to the Company's Form 10-K for the year
ended June 30, 1991 and by this reference is incorporated herein.
<F8> Filed previously as an Exhibit to the Company's Registration Statement
on Form S-2 (Registration No. 33-46664), as amended, and by this
reference is incorporated herein.
<F9> Filed previously as an Exhibit to the Company's Form 10-K for the year
ended June 30, 1992 and by this reference is incorporated herein.
<F10> Filed previously as an Exhibit to the Company's Form 10-K for the year
ended June 30, 1993 and by this reference is incorporated herein.
<F11> Filed previously as an Exhibit to the Company's Form 10-Q for the
quarter ended March 31, 1994 and by this reference is incorporated
herein.
<F12> Filed herewith.
</FN>
</TABLE>

II-4<PAGE>
<PAGE>

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement (i) to
include any prospectus required by section 10(a)(3) of the Securities
Act of 1933; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(5) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article
3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 15, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-5<PAGE>
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Irvine
and State of California on the 23rd day of February, 1995.

DVI, INC.

By: /s/ David L. Higgins
--------------------------------------------
David L. Higgins
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

<S> <C> <C>
NAME TITLE DATE
---- ----- ----
/s/ David L. Higgins Chief Executive Officer and February 23, 1995
- --------------------------- Director (Principal executive
David L. Higgins Officer)

/s/ Michael A. O'Hanlon President and Director February 23, 1995
- ---------------------------
Michael A. O'Hanlon

/s/ James G. Costello Senior Vice President, Principal February 23, 1995
- --------------------------- Financial and Accounting Officer
James G. Costello

* Director
- ---------------------------
Gerald L. Cohn

* Director
- ---------------------------
William R. Ingles

* Director
- ---------------------------
Sidney Luckman

* Director
- ---------------------------
John E. McHugh

*By:
/s/ David L. Higgins Dated: February 23, 1995
------------------------
David L. Higgins
(Attorney-in-Fact)

</TABLE>

II-6

<TABLE>

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
------- ------------------------------------------------------------------
<S> <C>
Ex-1 Form of Underwriting Agreement between the Underwriter and
Registrant.<F1>
Ex-3.1 Certificate of Incorporation of the Company.<F2>
Ex-3.2 By-Laws of the Company.<F2>
Ex-4.1 Form of Unit Purchase Option.<F1>
Ex-4.2 Form of Warrant Agreement among the Underwriter, the Warrant
Agent and the Registrant.<F1>
Ex-4.3 Form of Common Stock Certificate.<F2>
Ex-4.4 Form of Warrant Certificate (included in Exhibit 4(b)).<F1>
Ex-5 Opinion of Rogers & Wells.<F1>
Ex-10.1 Employment Agreement dated as of July 1, 1986 among the
registrant, DVI Medical Corporation and David L. Higgins.<F5>
Ex-10.2 Form of Executive Compensation Agreement.<F5>
Ex-10.3 DVI Financial Services Inc. Employee Savings Plan.<F4>
Ex-10.4 Revolving Loan Agreement dated October 18, 1988 between National
Westminster Bank USA and DVI Financial Services Inc.<F4>
Ex-10.5 Lease Financing Credit Agreement dated December 30, 1988 between
California Federal Savings and Loan Association and DVI Financial
Services Inc.<F4>
Ex-10.6 Loan Agreement dated March 31, 1989 between the Hazelton National
Bank and DVI Financial Services Inc.<F4>
Ex-10.7 Revolving Loan Agreement dated May 1, 1989 between PRIVATbanken
A/S and DVI Financial Services Inc.<F4>
Ex-10.8 Master Purchase, Remarketing, and Deficiency Agreement between
DVI Financial Services Inc. and Toshiba America Medical Systems,
Inc. and Toshiba America MCI, Inc.<F6>
Ex-10.9 Amendment Number One to $5,000,000 Revolving Loan Agreement dated
October 18, 1988 between DVI Financial Services Inc. and National
Westminster Bank USA.<F6>
Ex-10.10 Amendment and Supplement No. Two to Revolving Loan Agreement
dated as of December 31, 1989 between DVI Financial Services
Inc., the registrant, and National Westminster Bank USA.<F6>
Ex-10.11 Second Amendment to Lease Financing Credit Agreement dated as of
February 2, 1990 between California Federal Bank and DVI
Financial Services Inc.<F6>
Ex-10.12 Revolving Loan Agreement dated July 27, 1989, between Lincoln
Savings Bank, FSB and DVI Financial Services, Inc.<F3>
Ex-10.13 Revolving Credit Agreement dated as of March 21, 1990 between
First Union National Bank of North Carolina and DVI Financial
Services Inc.<F3>
Ex-10.14 Amendment to Revolving Loan Agreement dated May 14, 1990 between
PRIVATbanken A/S and DVI Financial Services Inc.<F3>
Ex-10.15 Amended 1986 Incentive Stock Option Plan.<F3>
Ex-10.16 Amendment to Revolving Loan Agreement dated July 26, 1990 between
Unibank A/S (formerly PRIVATbanken A/S) and DVI Financial
Services Inc.<F3>
Ex-10.17 Fifth Amendment to Lease Financing Credit Agreement, dated
October 31, 1990, between DVI Financial Services, Inc. and
California Federal Bank.<F1>
Ex-10.18 Loan Agreement by and among DVI Financial Services Inc., the
Banks Signatory Thereto and National Westminster Bank USA, as
Agent and as a Bank, dated June 14, 1991.<F7>
Ex-10.19 Amendment No. 1 to Loan Agreement by and among DVI Financial
Services Inc., the Banks Signatory Thereto and National
Westminster Bank USA, as Agent and as a Bank, dated as of
September 25, 1991, but effective June 14, 1991.<F7>
Ex-10.20 Stock Purchase Agreement by and among New Shared Medical
Technologies, Inc., Shared Medical Technologies, Inc. and DVI
Financial Services Inc.<F7>
Ex-10.21 Amended and Restated Stock Purchase Agreement dated as of
November 27, 1991, by and among SMT Health Services Inc., Shared
Medical Technologies, Inc. and DVI Financial Services Inc.<F8>
Ex-10.22 Amendment No. 2 to Loan Agreement by and Among DVI Financial
Services Inc., the Banks Signatory Thereto and National
Westminster Bank USA, as Agent and as a Bank, dated as of
December 5, 1991 but effective June 14, 1991.<F8>
Ex-10.23 Amendment No. 3 to Loan Agreement by and among DVI Financial
Services Inc., the Banks Signatory Thereto and National
Westminster Bank USA, as Agent and as a Bank, dated as of
February 28, 1992.<F8>
Ex-10.24 $5,000,000 Revolving Credit Loan Agreement between DVI Financial
Services Inc. and UJB Leasing Corporation.<F8>
Ex-10.25 Purchase Agreement dated as of October 22, 1991, by and among DMR
Associates, L.P., HIS Acquisition, Inc. and DVI Financial
Services Inc.<F8>
Ex-10.26 Direct Stock Option Agreements, dated as of October 16, 1990,
between the Company and each of the Company's directors other
than Mr. Higgins.<F8>
Ex-10.27 Amended and Restated Letter Agreement dated December 15, 1991,
between the Company and W.I.G. Securities Limited Partnership
regarding investment banking services.<F8>
Ex-10.28 Warrant dated April 27, 1992, executed by the registrant on
behalf of W.I.G. Securities Limited Partnership.<F8>
Ex-10.29 Amendment No. 4 to Loan Agreement by and among DVI Financial
Services Inc., the Banks Signatory Thereto and National
Westminster Bank U.S.A., as Agent and as a Bank, dated as of
March 31, 1992.<F8>
Ex-10.30 Agreement and Plan of Merger, dated January 17, 1992, among DVI
Sub, Inc., the Company and Northwest Georgia Neurovascular
Associates Inc.<F8>
Ex-10.31 Agreement dated March 12, 1992, by and among DVI Health Services
Corporation, DVI Sub, Inc. Northwest Georgia Neurovascular
Associates, Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D.,
and D. Michael Rogers, M.D.<F8>
Ex-10.32 Agreement Dated March 27, 1992, by and among DVI Health Services
Corporation, DVI Sub, Inc., Northwest Georgia Neurovascular
Associates, Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D.,
and D. Michael Rogers, M.D.<F8>
Ex-10.33 Agreement dated April 3, 1992, by and among DVI Health Services
Corporation, DVI Sub, Inc., Northwest Georgia Neurovascular
Associates, Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D.,
and D. Michael Rogers, M.D.<F8>
Ex-10.34 Agreement dated April 8, 1992, by and among DVI Health Services
Corporation, DVI Sub, Inc., Northwest Georgia Neurovascular
Associates, Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D.,
and D. Michael Rogers, M.D.<F8>
Ex-10.35 Agreement, Consent and Waiver dated as of February 28, 1992, by
and between IPS Healthcare, Inc., MAG-RES Group, Inc., the
Company and DVI Sub, Inc.<F8>
Ex-10.36 Letter Agreement dated February 28, 1992 between IPS Healthcare,
Inc. and DVI Financial Services Inc.<F8>
Ex-10.37 Letter Agreement dated April 3, 1992 between IPS Healthcare,
Inc., Towers Financial Corporation and the Company.<F8>
Ex-10.38 Security Agreement dated as of April 7, 1992, between DVI
Financial Services Inc. and IPS Healthcare, Inc.<F8>
Ex-10.39 Amendments No. 5 through 8 to Loan Agreement by and among DVI
Financial Services Inc., the Banks Signatory thereto and National
Westminster Bank USA, as Agent and as a Bank, dated as of June
12, 1992, June 29, 1992, July 14, 1992 and July 24, 1992,
respectively.<F9>
Ex-10.40 Common Stock Redemption Agreement by and among DVI Health
Services Corporation, Northwest Georgia Neurovascular Associates,
Inc., John S. Kirkland, M.D., E. Leon Rhodes, M.D. and D. Michael
Rogers, M.D. dated as of August 19, 1992.<F9>
Ex-10.41 Underwriting Agreement by and among DVI Health Services
Corporation, the Chicago Corporation and W.I.G. Securities as the
Underwriters dated May 14, 1992.<F9>
Ex-10.42 Amendments No. 9 and 10 to Loan Agreement by and among DVI
Financial Services Inc., the Banks signatory thereto and National
Westminster Bank USA, as Agent and as Bank, dated as of December
31, 1992 and January 22, 1993, respectively.<F10>
Ex-10.43 Loan Agreement by and among Hazelton National Bank and DVI
Financial Services Inc., dated July, 1993.<F10>
Ex-10.44 Indemnification Agreement by and between DVI Health Services
Corporation and Anthony J. Turek, dated as of August 16,
1992.<F10>
Ex-10.45 Indemnification Agreement by and between DVI Health Services
Corporation and David L. Higgins, dated as of August 16,
1992.<F10>
Ex-10.46 Stock Purchase Agreement between DVI Health Services Corporation
and David L. Higgins, dated August 20, 1992.<F10>
Ex-10.47 Stock Purchase Agreement between DVI Health Services Corporation
and Sidney Luckman, dated August 20, 1992.<F10>
Ex-10.48 Stock Purchase Agreement between DVI Health Services Corporation
and Hazleton National Bank, as trustee of certain trusts for the
benefit of Cynthia J. Cohn and Shelly Cohn Schmidt, dated August
20, 1992.<F10>
Ex-10.49 Stock Purchase Agreement between DVI Healthcare Operations, Inc.
and IPS HealthCare Inc., dated October 30, 1992.<F10>
Ex-10.50 Stock Purchase Agreement between DVI Healthcare Operations, Inc.
and IPS HealthCare, Inc., dated October 30, 1992.<F10>
Ex-10.51 Stock Purchase Agreement between DVI Healthcare Operations, Inc.
and IPS HealthCare, Inc. dated November 12, 1992.<F10>
Ex-10.52 First Amendment to Revolving Credit Loan Agreement between DVI
Financial Services Inc. and UJB Leasing Corporation, dated as of
July 31, 1992.<F10>
Ex-10.53 Stock Purchase Agreement between DVI Health Services Corporation
and MEFC Partners L.P., dated as of January 6, 1993.<F10>
Ex-10.54 Amendment Nos. 11, 12, 13, and 14 to Loan Agreement by and among
DVI Financial Services Inc., the Banks signatory thereto and
National Westminster Bank USA, as Agent and as Bank, dated as of
September 28, 1993, March 31, 1994 and April 29, 1994,
respectively.<F11>
Ex-10.55 Interim Loan and Security Agreement between Prudential Securities
Realty Funding Corporation and DVI Financial Services Inc. dated
as of March 16, 1994.<F11>
Ex-10.56 Stock Purchase Agreement by and between DVI Financial Services
Inc., and MDCC Partners, L.P.<F11>
Ex-23.1 Consent of Rogers & Wells (contained in Exhibit 5(a)).<F1>
Ex-23.2 Consent of Deloitte & Touche LLP.<F12>
__________________________
<FN>
<F1> Previously filed.
<F2> Filed as an Exhibit to the Company's Registration Statement on Form S-3
(Registration No. 33-84604) and incorporated herein by reference.
<F3> Filed previously as an Exhibit to the Company's Form 10-K for year
ended June 30, 1990 and by this reference incorporated herein.
<F4> Filed previously as an Exhibit to the Company's Form 10-K for year
ended June 30, 1989 and by this reference incorporated herein.
<F5> Filed previously as an Exhibit to the Company's Registration Statement
on Form S-18, as amended, and by this reference incorporated herein.
<F6> Filed previously as an Exhibit to the Company's Registration Statement
on Form S-3, as amended, and by this reference incorporated herein.
<F7> Filed previously as an Exhibit to the Company's Form 10-K for the year
ended June 30, 1991 and by this reference is incorporated herein.
<F8> Filed previously as an Exhibit to the Company's Registration Statement
on Form S-2 (Registration No. 33-46664), as amended, and by this
reference is incorporated herein.
<F9> Filed previously as an Exhibit to the Company's Form 10-K for the year
ended June 30, 1992 and by this reference is incorporated herein.
<F10> Filed previously as an Exhibit to the Company's Form 10-K for the year
ended June 30, 1993 and by this reference is incorporated herein.
<F11> Filed previously as an Exhibit to the Company's Form 10-Q for the
quarter ended March 31, 1994 and by this reference is incorporated
herein.
<F12> Filed herewith.
</FN>
</TABLE>

EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-37964 of DVI, Inc.
on Form S-2 of our report dated October 3, 1994, appearing in the
Annual Report on Form 10-K/A-1 of DVI, Inc. for the year ended June
30, 1994 and to the use of our report dated October 3, 1994 appearing
in the Prospectus which is part of this Registration Statement. We
also consent to the reference to us under the heading "Experts" in
such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Costa Mesa, California
February 22, 1995