RELIASTAR FINANCIAL CORP, S-3, 1998-07-10

RELIASTAR FINANCIAL CORP
S-3, 1998-07-10
LIFE INSURANCE

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As filed with the Securities and Exchange Commission on July 10, 1998.

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) 372-5479
(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:
Thomas G. Morgan
Michael A. Stanchfield
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.

================================================================================
<PAGE>

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. [ ]

================================================================================

CALCULATION OF REGISTRATION FEE

- ------------------------------------- ------------ -------------------- -------------------- ------------------
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
BE REGISTERED REGISTERED SHARE(1) PRICE(1)
- ------------------------------------- ------------ -------------------- -------------------- ------------------
<S> <C> <C> <C> <C>
30,129
Common Stock, $.01 par value Shares $49.5625 $1,493,269 $441
- ------------------------------------- ------------ -------------------- -------------------- ------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee under
Rule 457(c), based on the average of the high and low sale prices per share of
the Registrant's Common Stock on July 7, 1998, 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>

SUBJECT TO COMPLETION, DATED JULY 10, 1998

30,129 SHARES

RELIASTAR FINANCIAL CORP.

COMMON STOCK

This Prospectus relates to shares of Common Stock of ReliaStar
Financial Corp., a Delaware corporation (the "Company"), that may be sold by the
Selling Stockholders named herein. See "Selling Stockholders." These shares were
issued to the Selling Stockholders in connection with the acquisition by the
Company of L&P Holdings, LLC, a Tennessee limited liability 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 July 6, 1998, the last sale price for the
Common Stock, as reported on the NYSE Composite Tape, was $49.50 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
________, 1998) 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 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 hereby, 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
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 ____________, 1998

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
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>

AVAILABLE INFORMATION

The Company is subject to the information-reporting 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 "SEC"). These reports, proxy
statements, and other information may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the SEC'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 these materials may be obtained at prescribed
rates from the public reference facilities of the SEC at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. The SEC maintains a Web site (www.sec.gov)
that contains reports, proxy statements, and other information filed by the
Company. In addition, these 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 (together with all amendments and exhibits thereto, referred to as the
"Registration Statement") filed by the Company with the SEC 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 statement contained herein
concerning the provisions of any document is 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 SEC. Each such
statement is qualified in its entirety by that reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the SEC (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, 1997 (which incorporates by reference certain
portions of the Company's 1997 Annual Report to Stockholders, including
financial statements and accompanying information, and certain portions
of the Company's definitive proxy statement for its 1998 Annual Meeting
of Stockholders);

(ii) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998;

(iii) 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

(iv) all other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and before the termination of the offering of the
shares of Common Stock offered hereby.

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 by reference) modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof 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

2
<PAGE>

that are incorporated herein by reference (other than exhibits to such
documents, unless those exhibits are specifically incorporated by reference
therein). Requests should be directed to ReliaStar Financial Corp., 20
Washington Avenue South, Minneapolis, Minnesota 55401, Attention: Secretary;
Telephone (612) 372-5479.

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 provides
and distributes individual life insurance and annuities, employee benefits
products and services, life and health reinsurance, retirement plans, mutual
funds, personal finance education, and bank products. In 1998 the Company
operates in four business segments: Personal Financial Services, Worksite
Financial Services, Tax-Sheltered and Fixed Annuities, and Reinsurance.

Other principal subsidiaries are Northern Life Insurance Company,
Security-Connecticut Life Insurance Company, ReliaStar United Services Life
Insurance Company, ReliaStar Life Insurance Company of New York, Washington
Square Securities, Inc., Northstar Investment Management Corporation, Successful
Money Management Seminars, Inc., PrimeVest Financial Services, Inc., and
ReliaStar Bank.

The Company, which was incorporated in Delaware in 1988, became the
parent of ReliaStar Life Insurance Company and its subsidiaries pursuant to a
Plan of Conversion and Reorganization (the "Plan") that became effective on
January 3, 1989. Under 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) 372-5479.

3
<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 calendar periods
indicated, the reported high and low sale prices on the NYSE Composite Tape and
dividends paid per share on the Common Stock. As of June 30, 1998, there were
91,350,315 shares of the Company's Common Stock outstanding. Price and dividend
information prior to September 10, 1997 have been restated to reflect the impact
of the Company's two-for-one split of its Common Stock effected on that date.

HIGH LOW DIVIDEND
-------- ------- --------
1996:
First Quarter..................... $25.813 $20.750 $.125
Second Quarter.................... 23.500 20.688 .140
Third Quarter..................... 24.063 20.000 .140
Fourth Quarter.................... 29.188 23.813 .140

1997:
First Quarter..................... $32.688 $27.000 $.140
Second Quarter.................... 36.750 28.625 .155
Third Quarter..................... 40.188 35.656 .155
Fourth Quarter.................... 41.563 33.625 .155

1998:
First Quarter..................... $48.750 $39.750 $.155
Second Quarter.................... 49.938 41.750 .185
Third Quarter (through July 6).... 49.625 48.000 N/A

SELLING STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of July 6, 1998 and as adjusted to
reflect the sale of shares offered by this Prospectus by each Selling
Stockholder.

PERCENTAGE
OWNERSHIP
SHARES OWNED SHARES BEFORE AND
BEFORE OWNED AFTER AFTER
OFFERING SHARES OFFERED OFFERING OFFERING
----------- ------------- ----------- ----------
NAME NUMBER NUMBER NUMBER PERCENT
---- ------ ------ ------ -------
Jack L. LaMar(1) 110,129 10,043 100,086 *
Gerald W. Phillips(2) 110,129 10,043 100,086 *
L. C. Sarsfield, Jr.(3) 110,129 10,043 100,086 *
- ------------------

* Represents beneficial ownership of less than one percent of the
outstanding Common Stock.
(1) Former President and director, LaMar & Phillips, Inc. ("L&P");
President, ReliaStar Managing Underwriters, Inc.
(2) Former Vice President and director, L&P; Executive Vice President,
ReliaStar Managing Underwriters, Inc.
(3) Former Principal and director, L&P.

4
<PAGE>

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
_________, 1998) 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 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 OPINION

The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Faegre & Benson LLP, 2200 Norwest Center, 90
South Seventh Street, Minneapolis, Minnesota 55402.

EXPERTS

The consolidated financial statements of the Company and related
financial statement schedules as of December 31, 1997 and 1996 and for each of
the three years in the period ended December 31, 1997, incorporated herein by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports which are incorporated herein by reference,
and have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.

5
<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................... $ 441
NYSE listing fee....................... 14,750
Legal services and expenses............ 3,000
Accounting services and expenses....... 2,000
Printing fees.......................... 500
Total................... $ 20,691

Except for the SEC registration and NYSE listing fees, 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 Delaware General Corporation
Law, which provides for indemnification of directors and officers in certain
circumstances.

Article VIII of the Company's By-Laws 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 4(a) to the Company's
Registration Statement on Form S-8, Reg. No. 333-42125).
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, Reg. 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).
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).

II-1
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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
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.

II-2
<PAGE>

(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 July 9,
1998.

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 July 9, 1998 by the following persons
in the capacities with ReliaStar Financial Corp. indicated:

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

JAMES R. MILLER* Senior Vice President, Chief Financial Officer, and
- --------------------- Treasurer
James R. Miller (Principal Financial Officer)

CHRIS D. SCHREIER* Second Vice President and Controller
- --------------------- (Principal Accounting Officer)
Chris D. Schreier

CAROLYN H. BALDWIN )
DAVID C. COX )
JOHN H. FLITTIE )
LUELLA GROSS GOLDBERG )
WILLIAM A. HODDER )
JAMES J. HOWARD III )
RANDY C. JAMES ) A majority of the Board of Directors*
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, hereby signs 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 those
persons.

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

II-4
<PAGE>

EXHIBIT INDEX

Exhibit Description
------- -----------

<S> <C> <C>
4(a) Certificate of Incorporation, as amended, of the
Company (incorporated by reference to Exhibit 4(a) to
the Company's Registration Statement on Form S-8,
Reg. No. 333-42125)..................................... 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, Reg. 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).

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

</TABLE>

<PAGE>

EXHIBIT 5

[Letterhead of Faegre & Benson LLP]

July 9, 1998

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 30,129 shares of Common Stock, $.01 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 those shares (the "Registration
Statement"), and have reviewed such matters of law as we have deemed necessary
for this opinion. Based on the foregoing, 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

We consent to the incorporation by reference in this Registration Statement of
ReliaStar Financial Corp. on Form S-3 of our report dated February 3, 1998,
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, 1997
and to the reference to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
July 9, 1998

<PAGE>

EXHIBIT 24

RELIASTAR FINANCIAL CORP.

Power of Attorney
of Director or Officer

The undersigned director or officer of ReliaStar Financial Corp., a
Delaware corporation, hereby appoints JOHN G. TURNER, JOHN H. FLITTIE, JAMES R.
MILLER and RICHARD R. CROWL, 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 director or officer of the company to a Registration
Statement or Registration Statements, on Form S-3 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of Common
Stock to be sold by the former shareholders of Lamar & Phillips, Inc. in
connection with resale registration rights granted to such shareholders in
connection with the acquisition of that company by the Corporation, and to file
the Registration Statement with the Commission, granting unto the
attorneys-in-fact, and each of them, full power and authority to perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.