8-K

                         SECURITIES AND EXCHANGE COMMISSION
                                          
                               WASHINGTON, D.C. 20549
                                          
                                          
                                          
                                          
                                      FORM 8-K
                                          
                                          
                                   CURRENT REPORT
                                          
                                          
                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
                                          
                                          
           Date of Report              (Date of earliest event reported)
                                          
           April 7, 1998                        (March 23, 1998)
                                          
                                          
                                          
                          DELPHI INFORMATION SYSTEMS, INC.
               (Exact name of registrant as specified in its charter)



          Delaware                  0-15946                       77-0021975
          --------                  -------                       ----------
(State or other jurisdiction    (Commission File              (I.R.S. Employer
       of incorporation)            Number)                  Identification No.)



     3501 Algonquin Road, Suite 500, Rolling Meadows, IL             60008
     ---------------------------------------------------             -----
          (Address of principal executive offices)                 (Zip Code)



     Registrant's telephone number, including area code:          847-506-3100
                                                                  ------------


ITEM 5.  OTHER EVENTS.

     On March 23, 1998, the Board of Directors of Delphi Information Systems, 
Inc., a Delaware corporation (the "Company"), declared a dividend of one 
preferred share purchase right ("Right") on each outstanding share of the 
Company's Common Stock, $.10 par value per share ("Common Shares"), payable 
to stockholders of record at the close of business on March 23, 1998 (the 
"Record Date").  Except as described below, each Right, when exercisable, 
entitles the holder thereof to purchase from the Company one one-hundredth of 
a share of Series A Junior Participating Preferred Shares, par value $.10 per 
share (the "Preferred Shares"), of the Company at an exercise price of $25.00 
per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to 
adjustment.  The terms of the Rights are set forth in a Rights Agreement (the 
"Rights Agreement") between the Company and Chase Mellon Shareholder 
Services, a national banking association, as Rights Agent.

     Until the earlier to occur of (i) 10 days following a public 
announcement that a person or group has become an "Acquiring Person" (as 
defined below), (ii) 10 days following the date upon which a majority of the 
Board of Directors determines by resolution that a Person has become an 
Acquiring Person or (iii) 10 business days (or such later date as may be 
determined by action of the Board of Directors prior to such time as any 
person or group becomes an Acquiring Person) following the commencement of, 
or announcement of an intention to make, a tender offer or exchange offer the 
consummation of which would result in a person or group (other than certain 
exempt persons) becoming an Acquiring Person (the earlier of such dates being 
called the "Distribution Date"), the Rights will be evidenced by Common Share 
certificates.

     An "Acquiring Person" is a person or group of affiliated or associated 
persons who have acquired beneficial ownership of 15% or more of the 
outstanding Common Shares, other than the Company, any subsidiary of the 
Company, any employee benefit plan of the Company or its subsidiaries, or any 
Person (together with such Person's Affiliates and Associates) who was a 
Beneficial Owner of Common Shares on the Record Date unless such Person, 
alone or together with such Person's Affiliates and Associates, becomes the 
Beneficial Owner of a percentage of the aggregate number of Common Shares of 
the Company then outstanding equal to or greater than a percentage equal to 
1.5 multiplied by a fraction, the numerator of which is (X) the number of 
Common Shares beneficially owned by such Person and such Person's Affiliates 
and Associates on the Record Date (but not including, for such purposes, any 
securities which such Person has the right to acquire pursuant to any 
agreement, arrangement or understanding, including any stock option, warrant, 
convertible security or other right to acquire Common Shares) and the 
denominator of which is (Y) the aggregate number of Common Shares outstanding 
on the Record Date.  Notwithstanding the foregoing, in no event shall (i) any 
Exempt Person be deemed to be an Acquiring Person and (ii) no Person shall 
become an "Acquiring Person," as the result of an acquisition of Common 
Shares by the Company which, by reducing the number of the Company's Common 
Shares outstanding, increases the proportionate number of shares beneficially 
owned by such Person to 15% or more of the Common Shares then outstanding; 
PROVIDED, HOWEVER, that if a (i) Person shall become the Beneficial Owner of 
15% or more of the Common Shares of the Company then outstanding, or 



(ii) in the case of an Exempt Person, such Exempt Person would otherwise 
cease to be deemed to be an Exempt Person, by reason of, in each case, share 
acquisitions by the Company and shall, after such share acquisitions, (A) 
acquire, in one or more transactions, beneficial ownership of an additional 
number of Common Shares which exceeds 0.25% of the then-outstanding Common 
Shares and (B) beneficially own after such acquisition 15% or more of the 
aggregate number of Common Shares of the Company then outstanding, or, in the 
case of an Exempt Person, such number of Common Shares of the Company that 
would cause such Exempt Person to cease to be an Exempt Person, then such 
Person shall be deemed to be an "Acquiring Person."  In addition, if the 
Board of Directors determines in good faith that a Person who would otherwise 
be an Acquiring Person has become such inadvertently, and such Person divests 
as promptly as practicable a sufficient number of Common Shares so that such 
Person would no longer be an Acquiring Person, then such Person shall not be 
deemed to be an "Acquiring Person" for any purposes of the Rights Agreement, 
which additional number of Common Shares exceeds [10%] of the aggregate 
number of Common Shares outstanding on the date of the acquisition of the 
last such additional Common Share so acquired.  Notwithstanding the 
foregoing, (i) no person shall become an Acquiring Person as the result of an 
acquisition of Common Shares by the Company which increases the proportionate 
number of shares beneficially owned by such person and its affiliates and 
associates to 15% or more of the Common Shares then outstanding (PROVIDED, 
HOWEVER, that if such person becomes the beneficial owner of 15% or more of 
the Common Shares then outstanding by reason of share acquisitions by the 
Company and, after such share acquisitions, (A) acquires beneficial ownership 
of an additional number of Common Shares equal to 0.25% of the 
then-outstanding Common Shares and (B) beneficially owns after such 
acquisition 15% or more of the aggregate number of Common Shares then 
outstanding, then such person shall be deemed to be an Acquiring Person), and 
(ii) if the Board of Directors of the Company determines in good faith that a 
person who would otherwise be an Acquiring Person has become such 
inadvertently, and such person divests as promptly as practicable a 
sufficient number of Common Shares so that such person would no longer be an 
Acquiring Person, then such person shall not be deemed to be an Acquiring 
Person for any purposes of the Rights Agreement.

     The Rights Agreement provides that, until the Distribution Date (or 
earlier redemption or expiration of the Rights), the Rights will be 
transferred with and only with the Common Shares.  Until the Distribution 
Date (or earlier redemption or expiration of the Rights), new Common Share 
certificates issued after the Record Date will contain a notation 
incorporating the Rights Agreement by reference.  Until the Distribution Date 
(or earlier redemption or expiration of the Rights), the surrender for 
transfer of any certificates for Common Shares will also constitute the 
transfer of the Rights associated with the Common Shares represented by such 
certificate.  As soon as practicable following the Distribution Date, 
separate certificates evidencing the Rights ("Right Certificates") will be 
mailed to holders of record of the Common Shares as of the close of business 
on the Distribution Date and such separate Right Certificates alone will 
evidence the Rights.

     The Rights are not exercisable until the Distribution Date.  The Rights
will expire on March 23, 2008 (the "Final Expiration Date"), unless the Rights
are earlier redeemed or exchanged by the Company, as described below.

     The Purchase Price payable, and the number of Preferred Shares or other 
securities or 



property issuable, upon exercise of the Rights are subject to adjustment from 
time to time to prevent dilution (i) in the event of a stock dividend on, or 
a subdivision, combination or reclassification of, the Preferred Shares, (ii) 
upon the grant to holders of the Preferred Shares of certain rights or 
warrants to subscribe for or purchase Preferred Shares at a price, or 
securities convertible into Preferred Shares with a conversion price, less 
than the then-current market price of the Preferred Shares or (iii) upon the 
distribution to holders of the Preferred Shares of evidences of indebtedness, 
assets or capital stock (excluding regular periodic cash dividends paid out 
of earnings or retained earnings or dividends payable in Preferred Shares) or 
of subscription rights or warrants (other than those referred to above).  
With certain exceptions, no adjustment in the Purchase Price will be required 
until cumulative adjustments require an adjustment of at least 1% in such 
Purchase Price.  The Company will not be required to issue fractional Common 
Shares or Preferred Shares (other than fractions which are integral multiples 
of one-hundredth of a Preferred Share, which may, at the election of the 
Company, be evidenced by depositary receipts) and in lieu thereof, an 
adjustment in cash may be made based on the market price of the Common Shares 
or Preferred Shares on the last trading day prior to the date of exercise.

     Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.  Preferred Shares purchasable upon exercise of the Rights will not
be redeemable.  Each Preferred Share will be entitled to the greater of (1) a
preferential quarterly dividend payment of $100 per share, or (2) an aggregate
dividend of 100 times the dividend declared per Common Share.  In the event of
liquidation, the holders of the Preferred Shares will be entitled to a
preferential liquidation payment of $100 per share, plus an amount equal to 100
times the aggregate amount to be distributed per share of common stock of 100
times the payment made per Common Share.  Each Preferred Share will have 100
votes, voting together with the Common Shares except as otherwise required by
law.  Finally, in the event of any merger, consolidation or other transaction in
which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share.  These rights are
protected by customary antidilution provisions.

     If any person or group becomes an Acquiring Person, then each holder of a
Right (other than Rights beneficially owned by the Acquiring Person, any
Associate or Affiliate thereof (as such terms are defined in the Rights
Agreement), and certain transferees thereof, which will be void) will have the
right to receive upon exercise of such Right that number of Common Shares (or,
in certain circumstances, cash, property or other securities of the Company)
having a market value of two times the exercise price of the Right.

     If at any time after the time that any person or group becomes an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold,
proper provision will be made so that each holder of a Right (other than Rights
beneficially owned by the Acquiring Person, any Associate or Affiliate thereof,
and certain transferees thereof, which will be void) will thereafter have the
right to receive, upon the exercise thereof at the then-current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right.

     At any time after the time that any person or group becomes an Acquiring
Person and 



prior to the acquisition by such person or group of 50% or more of the 
outstanding Common Shares, the Board of Directors of the Company may exchange 
the Rights (other than Rights beneficially owned by such person or group, any 
Associate or Affiliate thereof, and certain transferees thereof, which will 
be void), in whole or in part, at an exchange ratio of one Common Share or 
one-hundredth of a Preferred Share (or of a share of a class or series of the 
Company's preferred stock having equivalent rights, preferences and 
privileges) per Right (subject to adjustment).

     At any time prior to the time that any person becomes an Acquiring Person,
the Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.001 per Right, subject to adjustment (the "Redemption
Price"), which may (at the option of the Company) be paid in cash, Common Shares
or other consideration deemed appropriate by the Board of Directors.  The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish; PROVIDED, HOWEVER, that no redemption will be permitted or required
after the time that any person becomes an Acquiring Person.  Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of the Rights will be to receive the
Redemption Price.

     The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and
after such time as any person becomes an Acquiring Person no such amendment may
make the Rights redeemable if the Rights are not then redeemable in accordance
with the terms of the Rights Agreement or may adversely affect the interests of
the holders of the Rights.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

     This Summary is subject to all of the terms, provisions and conditions of
the Rights Agreement, as the same may be amended from time to time, which terms,
provisions and conditions are hereby incorporated herein by reference and made a
part hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Right Certificates.  A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an exhibit to a Registration Statement on
Form 8-A dated April ___, 1998.  Copies of the Rights Agreement are also on file
at the principal executive offices of the Company and the principal office of
the Rights Agent.




Item  8.  CHANGE IN FISCAL YEAR

On March 23, 1998, the Board of Directors of the Registrant adopted a 
resolution to change the Registrant's fiscal year end to December 31 
effective in 1998. The Registrant will file Form 10-K for the twelve months 
ended March 31, 1998, Form 10-Q for each of the three month periods ended 
June 30, 1998 and September 30, 1998, and a transition report on Form 10-K 
for the nine months ended December 31, 1998. 

                                     SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this Report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                       DELPHI INFORMATION SYSTEMS, INC.



                                       /s/Reid E. Simpson
                                       ---------------------------------------
                                       Reid E. Simpson
                                       Vice President, Finance and
                                       Administration, Chief Financial
                                       Officer and Secretary

Date:     April 7, 1998


                                   EXHIBIT INDEX


Exhibit No.     Description
- - ----------      -----------

99.1            Press Release dated March 26, 1998 entitled "DELPHI ADOPTS
                SHAREHOLDERS RIGHTS PLAN; ANNOUNCES REVERSE STOCK SPLIT 
                PROPOSAL"

 4.1            Rights Agreement previously filed as an exhiibt to a 
                Registration Statement on form 8-A dated April 7, 1998
                and incorporated herein by reference

 4.2            Letter to Stockholders of Delphi Information Systems, Inc.
                dated April 7, 1998

EX-4.2

Exhibit 4.2 Letter to Stockholders of Delphi Information Systems, Inc. dated
April 7, 1998.



                                                        April 7, 1998

To Our Stockholders:

     On March 23, 1998, your Board of Directors declared a dividend of 
Preferred Share Purchase Rights ("Rights").  The Rights will be issued to 
stockholders of record as of the close of business on March 23, 1998 and will 
expire in ten years.  This letter and the enclosed Summary of Stockholder 
Rights Agreement describe the Rights Agreement and explain the Board's 
reasons for adopting it.

     Many other companies have issued Rights similar to the kind we 
approved on March 23, 1998.  We consider these Rights to be the best means 
currently available of protecting the full value of your investment in the 
Company.  The Rights Agreement contains provisions designed to protect 
stockholders from certain unfair and coercive tactics that have been used in 
takeovers and open market stock accumulations.  The Board determined that the 
adoption of the Rights Agreement would be beneficial to the Company and its 
stockholders because it helps assure that the Board has adequate time to 
evaluate inquiries from third parties regarding possible transactions 
involving the Company, and if the Board determines that pursuing any such 
inquiry is in the best interests of the Company's stockholders, to negotiate 
favorable terms on behalf of the stockholders.

     Issuance of the Rights does not in any way weaken the financial strength of
the Company or interfere with its business plans.  The issuance of the Rights
has no dilutive effect, will not affect reported earnings per share, is not
taxable to the Company or to you, and will not change the way in which the
Company's Common Stock is traded.  While the Rights dividend is not currently
taxable to you or the Company, stockholders may, depending upon their individual
circumstances, recognize taxable income when the Rights become exercisable. 

     In addition to authorizing the Rights, your Board authorized a new series
of junior participating preferred stock which could be issued in the event that
the Rights become exercisable.  The dividend, liquidation and voting rights, as
well as the non-redemption feature, of the junior participating preferred shares
are designed so that the value of a one-one-hundredth interest in a preferred
share will be approximate the economic value of one share of the Company's
Common Stock.

     These actions are more fully described in the enclosed Summary of
Stockholder Rights Agreement.  As the Summary indicates, the Rights will
initially trade together with the Company's Common Stock, will be represented by
Company Common Stock certificates, do not have any voting power, are not
currently exercisable and do not become exercisable unless certain acquisition
events occur.

     In declaring the Rights dividend, we have expressed our confidence in the
Company's future and our commitment to giving you, our stockholders, every
opportunity to participate fully in that future.

                                   On behalf of the Board of Directors,
                                   

                                   /s/ Max Seybold
                                   -------------------------------------
                                       Max Seybold
                                       President and Chief Executive Officer

EX-99.1

Exhibit 99.1 Press Release dated March 26, 1998



                                       RE: DELPHI INFORMATION SYSTEMS, INC.
                                           3501 ALGONQUIN ROAD
                                           ROLLING MEADOWS, IL 60008
                                           (847) 506-3100

                                NASDAQ:  DLPH 

FOR FURTHER INFORMATION:

     AT DELPHI:                        AT THE FINANCIAL RELATIONS BOARD:
     Reid Simpson                      Jim Berger
     Senior VP/CFO                     General Information
     (847) 506-3100                    (312) 640-6689
     rsimpson@dlph.com


FOR IMMEDIATE RELEASE
MARCH 26, 1998

                       DELPHI ADOPTS SHAREHOLDER RIGHTS PLAN;
                       ANNOUNCES REVERSE STOCK SPLIT PROPOSAL

ROLLING MEADOWS, IL., MARCH 26, 1998-DELPHI INFORMATION SYSTEMS, INC. 
(NASDAQ: DLPH), a leading provider of integrated business solutions to the 
insurance industry, today announced the adoption of a stockholder rights plan 
and declared a dividend distribution of one Preferred Share Purchase Right on 
each outstanding share of the company's common stock.

The Rights are intended to enable all Delphi stockholders to realize the 
long-term value of their investment in the company as well as to protect 
Delphi's other constituents including its customer base, according to company 
management.

Delphi also announced that it intends to submit to stockholders for their 
approval at a special meeting scheduled for May 6, 1998, a proposal to effect 
a 1-for-5 reverse split of the company's common stock to create a higher 
per-share price, principally to satisfy the Nasdaq Small Cap Market minimum 
bid price of $ 1.00 per share as well as to broaden its potential investment 
base and rationalize the company's current capital structure.

The Rights are designed to assure that all Delphi stockholders receive fair and
equal treatment in the event of a proposed takeover of the company and to guard
against partial tender offers, squeeze-outs, open market accumulations and other
abusive or unfair tactics to gain control of the company without paying all
stockholders a control premium or a price that would be in the best interests of
stockholders, according to company management.




Each right will entitle stockholders to buy one-hundredth of a share of a new 
series of junior participating preferred stock at an exercise price of 
$25.00. The Rights will be exercisable only if a person or group (other than 
certain exempt persons) acquires 15 percent or more of Delphi common stock or 
announces a tender offer the consummation of which would result in ownership 
by a person or group of 15 percent or more of the common stock.

If a person or group (other than certain exempt persons) acquires 15 percent 
or more of Delphi's outstanding common stock, each Right will entitle its 
holder (other than such person or members of such group) to purchase, at the 
Right's then-current exercise price, a number of Delphi's common shares 
having a market value of twice the Right's exercise price.  In addition, if 
at any time after a person or group (other than certain exempt persons) 
acquires 15 percent or more of the company's common stock, the company is 
acquired in a merger or other business combination transaction, each Right 
will entitle its holder to purchase, at A Right's then-current exercise 
price, a number of the acquiring Company's common shares having market value 
at the time of twice the Right's exercise prices.

Following the acquisition by a person or group (other than certain exempt 
persons) of beneficial ownership of 15 percent or more of the company's 
common stock and prior to an acquisition of 50 percent or more of the common 
stock, the Board of Directors may exchange the Rights (other than those owned 
by such person or group), in whole or in part, at the exchange ratio of one 
share of common stock (or one-hundredth of a share of the new series of 
junior participation preferred stock) per Right.

Prior to the acquisition by a person or group of beneficial ownership of 15 
percent or more of the company's common stock, the Rights are redeemable for 
$0.001 per right at the option of the Board of Directors.

The dividend distribution will be made to shareholders of record as of the 
close of business on March 23. 1998, and the rights will expire on March 23, 
2008, unless redeemed earlier or exchanged.  The Right distribution is not 
taxable to shareholders.

Details of the Rights distribution are contained in a letter to shareholders.

Founded in 1976, Delphi Information Systems, Inc. is the leading supplier of 
information and technology to the property and casualty insurance industry 
with a family of solutions and services for the agency, brokerage, MGA and 
carrier marketplaces.  As an independent provider, Delphi is able to focus 
its efforts on delivering the highest quality products and services to 
enhance the insurance distribution channel, in all aspects of their business. 
 For more information on Delphi and its products and services, visit the 
Delphi Web site at http://www.diph.com.

THIS PRESS RELEASE CONTAINS VARIOUS FORWARD-LOOKING STATEMENTS AND 
INFORMATION THAT WE BASED ON MANAGEMENT'S BELIEFS AS WELL AS ASSUMPTIONS MADE 
BY AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT.  SUCH STATEMENTS ARE 
SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS 
TO VA7Y MATERIALLY FROM THOSE STATED SHOULD ONE OR MORE OF THESE RISKS AND 
UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING



ASSUMPTIONS PROVIDE INCORRECT, ACTUAL RESULTS COULD VARY MATERIALLY FROM 
THOSE ANTICIPATED, ESTIMATED OR PROJECTED.  CERTAIN OF THESE RISKS AND 
UNCERTAINTIES ARE DESCRIBED IN MORE DETAIL IN THE COMPANY'S REGISTRATION 
STATEMENTS ON FORM S3 FILED UNDER THE SECURITIES ACT OF 1933, REGISTRATION 
NO. 333-12 781, AND THE COMPANY'S PERIODIC FILINGS SUBJECT TO THE SECURITIES 
EXCHANGE ACT OF 1934.  THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE SUCH 
FACTORS OR TO PUBLICLY ANNOUNCE THE RESULTS OF ANY REVISION TO ANY OF THE 
FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT FUTURE EVENTS AND 
DEVELOPMENTS.

      FOR ADDITIONAL INFORMATION REGARDING DELPHI FREE OF CHARGE VIA FAX,
     DIAL 1-800-PRO-INFO AND USE THE COMPANY'S STOCK SYMBOL, "DLPH."