SC TO-C

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE TO/A
                                (Rule 14d - 100)

        TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                (Amendment No. 2)

                             Resource America, Inc.
                       (Name of Subject Company (Issuer))

                     Resource America, Inc. (Issuer/Offeror)
         (Names of Filing Persons (Identifying status as Offeror, Issuer
                               or Other Person))

                          Common Stock, $0.01 par value
                         (Title of Class of Securities)

                                   761195 20 5
                      (CUSIP Number of Class of Securities)

                         Edward E. Cohen
                         Chairman and Chief Executive Officer
                         Resource America, Inc.
                         1521 Locust Street
                         Philadelphia, PA 19102
                         (215) 546-5005

                         Copy to:
                         J. Baur Whittlesey, Esq.
                         Ledgewood Law Firm, P.C.
                         1521 Locust Street
                         Philadelphia, PA 19102
                         (215) 731-9450

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

                            Calculation of Filing Fee

- -------------------------------------------------------------------------------
Transaction Valuation*                                  Amount of Filing Fee**
- -------------------------------------------------------------------------------
         $55,000,000                                             $11,000

- -------------------------------------------------------------------------------
*For the sole purpose of calculating the filing fee in accordance with Rule 0-11
under the Securities Exchange Act of 1934. This calculation assumes the purchase
of 5 million shares of common stock at the maximum tender offer price of $11.00
per share.
**Previously paid.


 [X]   Check the box if any part of the fee is offset as provided by
       Rule 0-11(a)(2) and identify the filing with which the offsetting
       fee was previously paid. Identify the previous filing by
       registration statement number, or the Form or Schedule and the
       date of its filing.

 Amount Previously Paid:       $11,000          Filing Party:  Resource America
                         ------------------                    -----------------
 Form or Registration No.:   Schedule TO        Date Filed:  September 26, 2000
                           ----------------                  -------------------

 [ ] Check the box if the filing relates solely to preliminary
     communications made before the commencement of a tender offer.

  Check the appropriate boxes below to designate any transactions to which the
statement relates:

 [ ]  third-party tender offer subject to Rule 14d-1.
 [X]  issuer tender offer subject to Rule 13e-4.
 [ ]  going-private transaction subject to Rule 13e-3.
 [ ]  amendment to Schedule 13D under Rule 13d-2.

  Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]



         This Amendment No. 2 to the Tender Offer Statement on Schedule TO
relates to the offer by Resource America, Inc., a Delaware corporation, to
purchase shares of its common stock, $0.01 par value per share. Resource America
is offering to purchase up to 5 million shares, or such lesser number of shares
as are properly tendered and not properly withdrawn, at a price not greater than
$11.00 nor less than $9.00 per share, net to the seller in cash, without
interest. Resource America's offer is being made upon the terms and subject to
the conditions set forth in the Offer to Purchase dated September 26, 2000 and
the related Letter of Transmittal which, as amended or supplemented from time to
time, together constitute the offer. This Amendment No. 2 to the Tender Offer
Statement on Schedule TO is intended to satisfy the reporting requirements of
Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. Copies of
the Offer to Purchase and the related Letter of Transmittal were previously
filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

         The information in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference in answer to Items 1 through 11
in this Amendment No. 2 to the Tender Offer Statement on Schedule TO, except
that such information is hereby amended and supplemented to the extent
specifically provided herein.

ITEM 11. ADDITIONAL INFORMATION

         On October 25, 2000, Resource America issued a press release relating
to the announcement of the preliminary results of its "Dutch Auction" tender
offer, which expired on October 24, 2000. This press release is included herein
as Exhibit (a)(5)(iv) and incorporated herein by reference.

ITEM 12. EXHIBITS.

(a)(1)(i)         Offer to Purchase.*

(a)(1)(ii)        Letter of Transmittal.*

(a)(1)(iii)       Notice of Guaranteed Delivery.*

(a)(1)(iv)        Letter to Participants in Resource America's 1989 Employee
                  Stock Ownership Plan.*

(a)(1)(v)         Letter to Participants in Resource America's 401(k) Investment
                  Savings Plan.*

(a)(1)(vi)        Letter to Brokers, Dealers, Commercial Banks, Trust Companies
                  and Other Nominees.*

(a)(2)            Not applicable.

(a)(3)            Not applicable.

(a)(4)            Not applicable.

(a)(5)(i)         Letter to Clients for use by Brokers, Dealers, Commercial
                  Banks, Trust Companies and other Nominees.*

(a)(5)(ii)        Guidelines for Certification of Taxpayer Identification Number
                  on Substitute Form W-9.*

(a)(5)(iii)       Press Release dated September 26, 2000.*

(a)(5)(iv)        Press Release dated October 25, 2000.**

(b)               Not applicable.

(d)               Not applicable.

(g)               Not applicable.

(h)               Not applicable.
- ---------------------

* Previously filed on Schedule TO
**Filed herewith






                                    SIGNATURE


         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Dated: October 25, 2000                RESOURCE AMERICA, INC.

                                       By: /s/ Michael S. Yecies
                                           -------------------------------------
                                           Name:  Michael S. Yecies
                                           Title: Vice President, Chief Legal
                                                  Officer and Secretary

EX-99.(A)(5)(IV)

                                                              EXHIBIT (a)(5)(iv)




                   RESOURCE AMERICA, INC. ANNOUNCES RESULTS OF
               DUTCH AUCTION AND EXERCISE OF OVER-ALLOTMENT RIGHT


         Philadelphia, PA, October 25, 2000 - Resource America, Inc. (NASDAQ:
REXI) today announced the preliminary results of its "Dutch Auction" tender
offer, which expired on October 24, 2000. Based on a preliminary count by the
depositary for the tender offer, 10,674,078 shares of common stock (including
1,406,827 shares tendered through guaranteed delivery procedures) were properly
tendered at $9.00 per share and not withdrawn. This tender is in excess of the
5,000,000 shares Resource had offered to purchase. Resource has determined to
exercise its right, as set forth in the offer to purchase, to purchase an
additional 472,021 shares in the offer. Because the offer was oversubscribed at
$9.00 per share, the amount Resource will purchase from each shareholder who
tendered at that price (which includes shareholders who specified in their
tenders that they would accept the price determined by the offer) will be pro
rated. Based upon the preliminary count, Resource estimates that the pro ration
factor will be 51.26%. The determination of the actual number of shares to be
purchased, the purchase price and the pro ration factor are subject to final
confirmation, the proper delivery of all shares tendered and not properly
withdrawn (including shares tendered pursuant to guaranteed delivery
procedures), and the impact of odd-lot tenders, and will be announced following
completion of the confirmation process. Resource will pay for those shares
validly tendered, accepted and properly delivered promptly following that time.

         Resource commenced the tender offer on September 26, 2000, when it
offered to purchase up to 5,000,000 shares of its common stock (plus, at its
option, an additional 472,021 shares) at a price between $9.00 and $11.00 per
share net to the seller in cash, without interest. Resource currently has
approximately 23.6 million shares issued and outstanding. Resource expects to
have approximately 18.1 million shares issued and outstanding immediately
following payment for the tendered shares.

         The Dealer Manager for the tender offer was Friedman, Billings, Ramsey
& Co., Inc. and the Information Agent was D.F. King & Co., Inc.