RELIASTAR FINANCIAL CORP, S-3, 1997-03-04

RELIASTAR FINANCIAL CORP
S-3, 1997-03-04
LIFE INSURANCE

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<PAGE>

As filed with the Securities and Exchange Commission on March 4, 1997.
Registration No. 333-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------------
RELIASTAR FINANCIAL CORP.
(Exact name of the Registrant as specified in its charter)

Delaware 41-1620373
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

20 Washington Avenue South
Minneapolis, Minnesota 55401
(612) 372-5601
(Address and telephone number of the Registrant's
principal executive offices)

Richard R. Crowl
Senior Vice President, General Counsel and Secretary
ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401
(612) 372-5479
(Name, address and telephone number of agent for service)

------------------------------
copy to:
Steven E. Suckow
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402

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

Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

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 box. /X/

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of earlier
effective registration statement for the same offering. / /____________________

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /___________________________________________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

<PAGE>

CALCULATION OF REGISTRATION FEE

- ---------------------------------------------------------------------------------------------------------------------
AMOUNT TO PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) PRICE(1) FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Common Stock, no par value 213,627 Shares $60.375 $12,897,730.12 $3,908.40
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low sale prices
per share of the Registrant's common stock on February 25, 1997, as reported
on the New York Stock Exchange Composite Tape.

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

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>

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.

SUBJECT TO COMPLETION, DATED MARCH 4, 1997

213,627 SHARES

RELIASTAR FINANCIAL CORP.

COMMON STOCK

This Prospectus relates to shares of Common Stock of ReliaStar
Financial Corp. (the "Company") that may be sold by the Selling Stockholders.
See "Selling Stockholders." These shares were issued to the Selling
Stockholders in connection with the acquisition of Successful Money Management
Seminars, Inc. by the Company. The Company will not receive any of the proceeds
from the sale of shares by the Selling Stockholders.

The Company's Common Stock is traded on the New York Stock Exchange
("NYSE") under the symbol "RLR." On February 27, 1997, the last sale price for
the Common Stock, as reported on the NYSE Composite Tape was $61.25 per share.
See "Price Range of Common Stock and Dividend Policy."

The distribution of the shares of Common Stock offered hereby by
the Selling Stockholders may be effected from time to time (but no later than
April __, 1997) in one or more transactions on the NYSE or otherwise, in
negotiated transactions, through the writing of options on shares (whether
the options are listed on an options exchange or otherwise), or a combination
of such methods of sale, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling shares to or
through broker-dealers, and these broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Selling Stockholders and/or purchasers of shares for whom they may act as
agent (which compensation may be in excess of customary commissions). See
"Plan of Distribution."

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

No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer or solicitation
by anyone in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation. The delivery of this Prospectus at any time shall not
under any circumstances create an implication that there has been no change in
the affairs of the Company since the date hereof.

THE DATE OF THIS PROSPECTUS IS MARCH 4, 1997

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange 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 may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the Commission's regional offices at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 75 Park Place,
14th Floor, New York, New York 10007. Copies of such material may be obtained
at prescribed rates from the public reference facilities of the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The Commission
maintains a Web site that contains reports, proxy statements and other
information filed by the Company at: http://www.sec.gov. In addition, such
materials may be inspected and copied at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.

This Prospectus constitutes a part of a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement for further information
with respect to the Company, and the Common Stock offered hereby. Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and, in each instance, reference is made to the copy of
the document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission (File
No. 1-10640) pursuant to the Exchange Act are incorporated herein by reference:

(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (which incorporates by reference certain portions of the
Company's 1995 Annual Report to Stockholders, including financial
statements and accompanying information, and certain portions of the
Company's definitive proxy statement for the Company's 1996 Annual Meeting
of Stockholders);

(ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1996;

(iii) the Company's Current Reports on Form 8-K dated March 29,
1996, May 24, 1996 and February 23, 1997;

(iv) the Company's Amendment on Form 8-K/A dated May 20, 1993 to
the Company's Current Report on Form 8-K dated January 17, 1989 filed by
the Company in lieu of a Registration Statement on Form 8-B and Amendment
on Form 8A/A dated September 12, 1994 to a Registration Statement on
Form 8-A dated October 4, 1989, as amended on February 15, 1990 (File
No. 0-17441), which contain a description of the Company's Common Stock and
related Rights to Purchase Preferred Stock of the Company; and

(v) all other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of an offering of the
shares of Common Stock offered hereby by the Selling Stockholders.

Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in any other subsequently filed document that also is or is deemed to be
incorporated herein or in an accompanying Prospectus Supplement by reference)
modifies or supersedes such

<PAGE>

statement. Any such statement so modified or superseded shall not be deemed to
constitute a part hereof or an accompanying Prospectus Supplement except as so
modified or superseded.

The Company will provide without charge to each person, including any
beneficial holder, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents which are incorporated herein by reference (other than exhibits to
such documents, unless those exhibits are specifically incorporated therein by
reference). Requests should be directed to ReliaStar Financial Corp., 20
Washington Avenue South, Minneapolis, Minnesota 55401, Attn: Secretary,
telephone (612) 372-5601.

THE COMPANY

The Company is a holding company whose subsidiaries specialize in
life insurance and related financial services. Through ReliaStar Life
Insurance Company, Minneapolis, Minnesota, and other subsidiaries, the
Company issues and distributes individual life insurance and annuities, group
life and health insurance, life and health reinsurance, mutual funds,
residential mortgages and personal finance education. The Company operates in
four business segments: Individual Insurance, Employee Benefits, Life and
Health Reinsurance and Pension.

Other principal subsidiaries are Northern Life Insurance Company,
ReliaStar United Services Life Insurance Company, ReliaStar Bankers Security
Life Insurance Company and Northstar Investment Management Corporation.
Successful Money Management Seminars, Inc., and PrimeVest Financial Services,
Inc.

On February 23, 1997, the Company entered into a definitive
agreement to merge Security-Connecticut Corporation, an insurance holding
company, with and into the Company. The merger is valued at $488 million and
is expected to close during the summer of 1997. For more information on the
merger, see the Company's Current Report on form 8-K dated February 23, 1997.

The Company, which was incorporated in Delaware in 1988, became the
parent of ReliaStar Life and its subsidiaries pursuant to a Plan of Conversion
and Reorganization (the "Plan") which became effective on January 3, 1989.
Pursuant to the Plan, ReliaStar Life Insurance Company, which was organized in
1885 (as "Northwestern National Life Insurance Company") was converted from a
combined stock and mutual life insurance company to a stock life insurance
company.

The Company's executive offices are located at ReliaStar Financial
Corp., 20 Washington Avenue South, Minneapolis, Minnesota 55401, and its
telephone number is (612) 372-5601.

<PAGE>

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Company's Common Stock is listed and principally traded on the
NYSE under the symbol RLR. The following table sets forth, for the periods
indicated, the reported high and low sale prices on the NYSE Composite Tape and
dividends paid per share on the Common Stock.

HIGH LOW DIVIDENDS
---- --- ---------
<S> <C> <C> <C>
1995:
First Quarter . . . . . . . . . . . . . . . . . . . . $35.500 $29.000 $.225
Second Quarter. . . . . . . . . . . . . . . . . . . . 39.625 33.750 .250
Third Quarter . . . . . . . . . . . . . . . . . . . . 41.500 36.000 .250
Fourth Quarter. . . . . . . . . . . . . . . . . . . . 44.500 39.875 .250

1996:
First Quarter . . . . . . . . . . . . . . . . . . . . $51.625 $41.500 $.250
Second Quarter. . . . . . . . . . . . . . . . . . . . 47.000 41.375 .280
Third Quarter . . . . . . . . . . . . . . . . . . . . 48.125 40.000 .280
Fourth Quarter. . . . . . . . . . . . . . . . . . . . 58.375 47.625 .280

1997:
First Quarter (through February 28, 1997). . . . . . . $63.125 $54.000 $.280

</TABLE>

4
<PAGE>

SELLING STOCKHOLDERS

The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of February 27, 1997
and as adjusted to reflect the sale of shares offered by this Prospectus by
each Selling Stockholder.

SHARES SHARES
OWNED PRIOR SHARES OFFERED OWNED AFTER
TO OFFERING OFFERING
----------- -------------- -----------

NAME NUMBER NUMBER NUMBER PERCENT
---- ------ ------ ------ -------
<S> <C> <C> <C> <C>
Gordon C. Root(1) 109,124 50,000 59,124 *
Lindalee M. Root 109,025 90,127 18,898 *
Douglas W. Root(2) 48,950 5,000 43,950 *
Jack B. Root, Jr.(3) and Margaret A.
Root, as tenants in common 40,050 10,000 30,050 *
Kimberly Lynne Root Levasa 13,350 2,500 10,850 *
Gretchen S. Mortensen(5) and
Douglas L. Mortensen, as joint
tenants 53,400(4) 10,000 43,400(4) *
Ashton G. Root 31,150 6,000 25,150 *
Jack B. Root (6) 124,600 20,000 104,600 *
Wilma L. Root 124,600 20,000 104,600 *
</TABLE>

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

* Represents beneficial ownership of less than one percent of the outstanding
Common Stock.
(1) Vice President, Successful Money Management Seminars, Inc., a subsidiary
acquired by the Company on September 3, 1996 ("SMMS").
(2) Senior Vice President, Chief Operating Officer, SMMS.
(3) Director of Product Development, SMMS.
(4) Includes 17,800 shares held by Gretchen S. Mortensen, individually, and
17,800 shares held by Douglas L. Mortensen, individually.
(5) Treasurer, SMMS.
(6) President, SMMS.

PLAN OF DISTRIBUTION

The distribution of the shares of Common Stock offered hereby by
the Selling Stockholders may be effected from time to time (but no later than
April __, 1997) in one or more transactions on the NYSE or otherwise, in the
over-the-counter market, in negotiated transactions, through the writing of
options on shares (whether the options are listed on an options exchange or
otherwise), or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling shares to or through broker-dealers, and these
broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
purchasers of shares for whom they may act as agent (which compensation may
be in excess of customary commissions). The Selling Stockholders and
broker-dealers that participate with the Selling Stockholders in the
distribution of shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by them
and any profit on the resale of shares may be deemed to be underwriting
compensation.

LEGAL OPINIONS

The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Faegre & Benson LLP, 2200 Norwest Center,
Minneapolis, Minnesota 55402.

<PAGE>

EXPERTS

The consolidated financial statements of the Company and related
financial statement schedules as of December 31, 1995 and 1994 and for each of
the three years in the period ended December 31, 1995, incorporated herein by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports incorporated herein by reference, and have
been so incorporated in reliance upon the reports of that firm given upon their
authority as experts in accounting and auditing.

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Expenses in connection with the issuance and distribution of the
shares of Common Stock being registered hereunder other than underwriting
commissions and expenses, are estimated below.

SEC Registration fee . . . . . . . . . . . . $ 3,908.40
Listing fee. . . . . . . . . . . . . . . . . 14,750.00
Legal services and expenses. . . . . . . . . 3,000.00
Accounting services and expenses . . . . . . 2,500.00
Printing fees. . . . . . . . . . . . . . . . 2,500.00
----------
Total . . . . . . . . . . . . . . . . . $26,658.40
----------

Except for the SEC registration fee, all of the foregoing expenses
have been estimated. The Selling Stockholders will bear fees and disbursements
of their own legal counsel and transfer taxes. The Company will bear all other
expenses.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers
in certain circumstances.

Article VIII of the By-Laws of the Company provides for broad
indemnification of directors and officers of the Company. See Exhibit 4(b)
hereto.

The Company also maintains director and officer liability insurance
policies.

In addition, Section 7 of Article Sixth of the Company's Certificate
of Incorporation contains broad provisions limiting the liability of directors
for monetary damages for breach of fiduciary duty as a director. See
Exhibit 4(a) hereto.

ITEM 16. EXHIBITS

Exhibit
Number
-------

4(a) Certificate of Incorporation, as amended, of the Company
(incorporated by reference to Exhibit 3(b)(1) to the Company's
Registration Statement on Form S-4, Registration No. 33-25107).

4(b) By-Laws, as amended, of the Company (incorporated by reference to
Exhibit 3 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1990, File No. 1-10640).

4(c) Surplus Note (incorporated by reference to Exhibit 4(e) to the
Company's Registration Statement on Form S-3, Registration
No. 33-87588).

4(d) Rights Agreement dated as of October 7, 1988 (incorporated by
reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A dated October 4, 1989, File No. 0-17441).

4(e) Amendment to Rights Agreement dated as of February 8, 1990
(incorporated by reference to Exhibit 1 to the Company's Amendment on
Form 8 dated February 15, 1990 to Registration Statement on Form 8-A
dated October 4, 1989, File No. 0-17441).

<PAGE>
4(f) Amendment to Rights Agreement dated as of September 10, 1994
(incorporated by reference to Exhibit 1 to the Company's Amendment on
Form 8-A/A dated September 12, 1994 to Registration Statement on
Form 8-A dated October 4, 1989, File No. 0-17441).

5 Opinion of Faegre & Benson LLP.

23(a) Consent of Deloitte & Touche LLP.

23(b) Consent of Faegre & Benson LLP (included in Exhibit 5).

24 Powers of Attorney of directors and officers of the Company.

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 PROVIDED, HOWEVER, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose 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 that 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.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the 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.

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 foregoing provisions, 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.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance

II-2
<PAGE>

upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act of 1933 shall be deemed to be part of this Registration Statement as of
the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial BONA FIDE offering thereof.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State
of Minnesota, on January 29, 1997.

RELIASTAR FINANCIAL CORP.
(Registrant)

By JOHN G. TURNER*
--------------------------------------
John G. Turner
CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on January 29, 1997 by the following
persons in the capacities with ReliaStar Financial Corp. indicated:

JOHN G. TURNER* Chairman and Chief Executive Officer
- ------------------------------ (Principal Executive Officer)
John G. Turner

WAYNE R. HUNEKE* Senior Vice President, Chief Financial
- ------------------------------ Officer and Treasurer
Wayne R. Huneke (Principal Financial and Accounting Officer)

CAROLYN H. BALDWIN )
F. CALEB BLODGETT )
DANIEL J. CALLAHAN, III )
DAVID C. COX )
JAYE F. DYER )
JOHN H. FLITTIE )
LUELLA GROSS GOLDBERG )
WILLIAM A. HODDER )
JAMES J. HOWARD III ) A majority of the Board of Directors*
RANDY C. JAMES )
RICHARD L. KNOWLTON )
DAVID A. KOCH )
RICHARD M. KOVACEVICH )
GLEN D. NELSON, M.D. )
JAMES J. RENIER )
JOHN G. TURNER )
- ---------------------
* Richard R. Crowl, by signing his name hereto, does hereby sign this
document on behalf off each of the above-named officers or directors of
ReliaStar Financial Corp. pursuant to powers of attorney duly executed by
such persons.

/s/ RICHARD R. CROWL
----------------------------------------
Richard R. Crowl
ATTORNEY-IN-FACT

<PAGE>

EXHIBIT INDEX

Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
4(a) Certificate of Incorporation, as amended, of the Company
(incorporated by reference to Exhibit 3(b)(1) to the Company's
Registration Statement on Form S-4, Registration No. 33-25107). . . . . INCORPORATED BY REFERENCE

4(b) By-Laws, as amended, of the Company (incorporated by reference to
Exhibit 3 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1990, File No. 1-10640). . . . . . . . . . . . INCORPORATED BY REFERENCE

4(c) Surplus Note (incorporated by reference to Exhibit 4(e) to
the Company's Registration Statement on Form S-3, Registration
No. 33-87588). . . . . . . . . . . . . . . . . . . . . . . . . . . . . INCORPORATED BY REFERENCE

4(d) Rights Agreement dated as of October 7, 1988 (incorporated by
reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A dated October 4, 1989, File No. 0-17441). . . . . . . . . . . INCORPORATED BY REFERENCE

4(e) Amendment to Rights Agreement dated as of February 8, 1990
(incorporated by reference to Exhibit 1 to the Company's
Amendment on Form 8 dated February 15, 1990 to Registration
Statement on Form 8-A dated October 4, 1989, File No. 0-17441) . . . . INCORPORATED BY REFERENCE

4(f) Amendment to Rights Agreement dated as of September 10, 1994
(incorporated by reference to Exhibit 1 to the Company's
Amendment on Form 8-A/A dated September 12, 1994 to Registration
Statement on Form 8-A dated October 4, 1989, File No. 0-17441) . . . . INCORPORATED BY REFERENCE

5 Opinion of Faegre & Benson LLP . . . . . . . . . . . . . . . . . . . . FILED ELECTRONICALLY

23(a) Consent of Deloitte & Touche LLP . . . . . . . . . . . . . . . . . . . FILED ELECTRONICALLY

23(b) Consent of Faegre & Benson LLP (included in Exhibit 5) . . . . . . . . FILED ELECTRONICALLY

24 Powers of Attorney of directors and officers of the Company. . . . . . FILED ELECTRONICALLY

</TABLE>

<PAGE>

EXHIBIT 5

FAEGRE & BENSON LLP
2200 NORWEST CENTER
90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402-3901
612/336-3000
FACSIMILE 612/336-3026

February 28, 1997

ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401

Ladies and Gentlemen:

In connection with the proposed registration under the Securities Act
of 1933, as amended, of 213,627 shares of Common Stock, no par value, of
ReliaStar Financial Corp., a Delaware corporation (the "Company"), proposed to
be sold by certain Selling Stockholders of the Company, we have examined such
corporate records and other documents, including the Registration Statement on
Form S-3, dated the date hereof, relating to such shares (the "Registration
Statement"), and have reviewed such matters of law as we have deemed necessary
for this opinion, and we advise you that in our opinion:

1. The Company is a corporation duly organized and existing
under the laws of the State of Delaware.

2. The shares of Common Stock proposed to be sold by the
Selling Stockholders named in the Registration Statement are, and when
sold as contemplated in the Registration Statement will be, legally
and validly issued and fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm wherever appearing
therein.

Very truly yours,

/s/ Faegre & Benson LLP

FAEGRE & BENSON LLP

<PAGE>

EXHIBIT 23(a)

CONSENT OF INDEPENDENT AUDITORS

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement
of ReliaStar Financial Corp. on Form S-3 of our reports dated February 1,
1996, appearing in and incorporated by reference in the Annual Report on Form
10-K of ReliaStar Financial Corp. and subsidiaries for the year ended
December 31, 1995 and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
February 27, 1997

<PAGE>

EXHIBIT 24

RELIASTAR FINANCIAL CORP.

Power of Attorney
of Director and Officer

The undersigned director and/or officer of RELIASTAR FINANCIAL CORP.
("Corporation"), a Delaware corporation, does hereby make, constitute and
appoint WAYNE R. HUNEKE, RICHARD R. CROWL, and SUSAN M. BERGEN, and each or any
one of them, the undersigned's true and lawful attorneys-in-fact, with power of
substitution, for the undersigned and in the undersigned's name, place and
stead, to sign and affix the undersigned's name as such director and/or officer
of said Corporation to a Registration Statement or Registration Statements,
under the Securities Act of 1933, as amended, on Form S-3 or other applicable
form, and all amendments thereto, to be filed by said Corporation with the
Securities and Exchange Commission, Washington, D.C., in connection with the
registration of shares of common stock of the Corporation issued to the former
shareholders of Successful Money Management Seminars, Inc., an Oregon
corporation ("SMMS") in connection with the Corporation's purchase of SMMS
shares, to file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform any and all acts necessary
or incidental to the performance and execution of the powers herein expressly
granted.