<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DELPHI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3427277
(State of incorporation or organization) (IRS Employer
Identification No.)
1105 North Market Street, Suite 1230, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Class A Common Stock, $.01 par value New York Stock Exchange
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box: [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box: [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
The description of the Class A Common Stock, $.01
par value (the "Class A Stock"), of Delphi Financial
Group, Inc. (the "Company") contained in the Company's
Registration Statement on Form S-3 (File Number 33-77028),
as filed with the Securities and Exchange Commission
(the "SEC") on June 8, 1994, is incorporated herein by
reference. Each prospectus in which such description is
included that is hereafter filed with the SEC pursuant to
Rule 424(b) under the Securities Act of 1933, as amended,
shall be deemed to be incorporated by reference into this
Registration Statement. A copy of such description will
be filed with copies of the listing application filed by
the Company with the New York Stock Exchange, Inc.
(the "Exchange") with respect to the Class A Stock.
Item 2. Exhibits
1. The exhibits referenced in Instruction II of the
Instructions relating to the Exhibits to Form 8-A
will be filed with each copy of this Registration
Statement filed with the Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
DELPHI FINANCIAL GROUP, INC.
(Registrant)
October 15, 1996 By: /s/ JANE R. DUNLAP
----------------------------
Jane R. Dunlap
Vice President and Treasurer
